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

AcerAnnouncement

16/03/2023 10:30

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RNS Number : 2253T  Acer Incorporated  16 March 2023

No:1

Subject: Acer Board of Directors approved 2022 consolidated results

Date of events: 2023/03/16

Contents:

1.Date of submission to the board of directors or approval by the board of

 directors: 2023/03/16

2.Date of approval by the audit committee: 2023/03/16

3.Start and end dates of financial reports or annual self-assessed financial
information of the reporting period (XXXX/XX/XX~XXXX/XX/XX):
2022/01/01~2022/12/31

4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD):
275,423,744

5.Gross profit (loss) from operations accumulated from 1/1 to end of the
period (thousand NTD): 29,744,487

6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD): 6,927,697

7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand
NTD): 7,873,821

8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):
5,603,292

9.Profit (loss) during the period attributable to owners of parent accumulated
from 1/1 to end of the period (thousand NTD): 5,003,688

10.Basic earnings (loss) per share accumulated from 1/1 to end of the period
(NTD): 1.67

11.Total assets end of the period (thousand NTD):189,039,719

12.Total liabilities end of the period (thousand NTD): 118,605,524

13.Equity attributable to owners of parent end of the period (thousand NTD):
65,947,457

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

 

 

No:2

Subject: Acer Board approved the convening of the 2023 General Shareholders'
Meeting

Date of events:2023/03/16

Contents:

1.Date of the board of directors' resolution: 2023/03/16

2.Shareholders meeting date: 2023/06/06

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/ visual communication assisted shareholders meeting /visual
communication shareholders meeting): physical shareholders meeting

5.Cause for convening the meeting (1)Reported matters:

(1) Business Report for the year 2022

(2) Audit Committee Report

(3) Report on the Distribution of Cash Dividend for the year 2022, Execution
of Employees' Profit Sharing Bonus and Board Directors' Compensation for the
year 2022

(4) Report on the status of shareholders diversification of Acer subsidiaries'
shares are 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 for the
year 2022 and Discussion Proposal of the Proposal for Profit & Loss
Appropriation for the year 2022

7.Cause for convening the meeting (3)Matters for Discussion:

(2) Apply for the subsidiary, WINKING ENTERTAINMENT LTD, listing in the
overseas stock market

(3) To Release Non-Compete Restrictions on Newly-Elected Directors and their
Representatives

8.Cause for convening the meeting (4)Election matters:

Elect Seven Directors (Including Four Independent Directors) of the Company

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: 2023/04/08

12.Book closure ending date: 2023/06/06

13.Any other matters that need to be specified:

(1) Pursuant to Article 26-2 of the Securities and Exchange Act, the
shareholders' meeting notice which given 30 days prior to whom owns less than
1,000 shares of the Company may be effected by means of public announcement;
and to comply with Section 3 of Article 183 of the Company Act, the
distribution of the meeting minutes to all shareholders within 20 days after
the meeting closed could be effected by means of public announcement as well.

(2) Under the provisions of the Company Act, any shareholders representing no
less than 1% of the Company's share capital may submit substantiated proposals
and the candidate nomination of Directors (including Independent Directors) in
respect of the General Shareholders' Meeting via certified notice which shall
be received at the Shareholders' Service Office(7F-5, No. 369, Fuxing N. Rd.,
Taipei City) from 9:00 March 28, 2023 until 17:00 April 7, 2023. Any other
relevant matters shall be handled and publicly announced in accordance with
the applicable laws and regulations.

 

 

No:3

 

ACER INC. AND SUBSIDIARIES

Consolidated Financial Statements of FY 2022

 

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)

 

 

No:4

Subject: ACER Board of Directors approved the issuance of unsecured corporate
bond

Date of events:2023/03/16

Contents:

1.Date of the board of directors resolution:2023/03/16

2.Name [issue no.__ of (secured, unsecured) corporate bonds of ___________
(company)]: Acer Inc. unsecured corporate bonds.

3.Whether to adopt shelf registration (Yes/No): No

4.Total amount issued: No more than NT$10,000,000,000 and issued at one time
or separately

5.Face value per bond: NT$1,000,000

6.Issue price: At face value

7.Issuance period: To be decided based on market condition, but no longer than
10 years.

8.Coupon rate: Fixed coupon rate, to be determined on market condition

9.Types, names, monetary values and stipulations of collaterals: Not
applicable

10.Use of the funds raised by the offering and utilization plan: Working
capital replenishment

11.Underwriting method: Public offering through underwriting

12.Trustees of the corporate bonds: Authorizing the Chairman or his appointed
substitute with full power to decide

13.Underwriter or agent: Authorizing the Chairman or his appointed substitute
with full power to decide

14.Guarantor(s) for the issuance: Not applicable

15.Agent for payment of the principal and interest: Authorizing the Chairman
or his appointed substitute with full power to decide

16.Certifying institution: Not applicable

17.Where convertible into shares, the rules for conversion: None

18.Sell-back conditions: Not applicable

19.Buyback conditions: Not applicable

20.Reference date for any additional share exchange, stock swap, or
subscription: Not applicable

21.Possible dilution of equity in case of any additional share exchange, stock
swap, or subscription: Not applicable

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

 

 

No:5

Subject: To announce the Ex-dividend record date

Date of events:2023/03/16

Contents:

1.Date of the resolution by the board of directors or shareholders meeting or
decision by the Company: 2023/03/16

2.Type of ex-rights or ex-dividend (please enter: "Ex-rights", "Ex-dividend",
or "Ex-rights and dividend"): Ex-dividend

3.Type and monetary amount of dividend distribution:

Appropriations of earnings in cash dividends: NT$4,571,780,742 (NT$ 1.5 per
share)

4.Ex-rights (ex-dividend) trading date: 2023/06/29

5.Last date before book closure: 2023/07/02

6.Book closure starting date: 2023/07/03

7.Book closure ending date: 2023/07/07

8.Ex-rights (ex-dividend) record date: 2023/07/07

9.Deadline for applying the conversion of the debt voucher: N/A

10.The closure period for the conversion of the debt voucher will start from
the date: N/A

11.The closure period for the conversion of the debt voucher will end on the
date: N/A

12.Payment date of cash dividend distribution: 2023/08/03

13.Any other matters that need to be specified:

The last date before book closure is Jul. 2nd, 2023, which is a holiday; so
the on-site operation will be advanced to Jun. 30th, before 5 p.m.

 

 

No:6

Subject: The Company's shareholders participating in Acer sub-subsidiary ISU
Service Corp. cash capital increase

Date of events: 2023/03/16

Contents:

1.Date of occurrence of the event:2023/03/16

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:

Acer Synergy Tech Corporation("AST") is the Company's subsidiary. For the
process of having the shares of ISU Service Corp.("ISU"), which is AST'
subsidiary and is also the Company's non-public sub-subsidiary, be listed and
traded on Taiwan Stock Exchange or Taipei Exchange, according to the Company
Board of Directors' resolution, decides to waive and release part subscription
of the new shares (1,361,893 shares) issued by ISU Service Corp.'s cash
capital increase to the Company's shareholders.

6.Countermeasures: None

7.Any other matters that need to be specified (the information disclosure also
meets the requirements of Article 7, subparagraph 9 of the Securities and
Exchange Act Enforcement Rules, which brings forth a significant impact on
shareholders rights or the price of the securities on public companies.):

Explanation about the Company's shareholders who are eligible to subscribe the
new shares issued by ISU Service Corp.'s capital increase in cash:

(1) ISU Service Corp. (Non-public company, "ISU") will issue 8,000,000 common
shares (hereinafter "ISU new common shares") subject to its FY2023 First Cash
Capital Increase. The ISU new common shares will be issued at NT$13 per share,
and it is expected to acquire NT$104 million to enrich working capital for
ISU's operation and business. Pursuant to the Article 267 of Company Act, 15%
of the ISU new common shares, namely, 1,200,000 common shares, will be
reserved for the employees; 55% of the     ISU new common shares, namely,
4,400,000 common shares, will be reserved for the AST; and the 30% of the ISU
new common shares, namely 2,400,000 common shares, will be reserved for the
AST's shareholders. The shareholders who are recorded in the AST's
shareholders register on the latest book closure date prior to the record date
of subscription of the cash capital increase will be eligible to participate
in the subscription     on a proportional basis according to their
shareholdings of AST as recorded in the registry (will be rounded down to the
nearest whole number without any discretion).

(2) According to the Company Board of Directors' resolution, the Company
waives and releases to its shareholders for subscription ISU new common shares
are 1,361,893 shares. The shareholders who are recorded in the Company's
shareholders ("Acer Shareholders") register on the latest book closure date
(April 8, 2023) prior to the record date of subscription of the cash capital
increase will be qualified to purchase ISU'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 0.000446 ISU's common share (will
be rounded down to the nearest whole number without any discretion).

(3) Acer 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 ISU's common shares will be deemed to
waive whose rights of subscription.

(4) Acer 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. These subscription will be processed in
accordance with the later part of Article 267 III of Company Act regarding
specific person(s).

(5) In accordance with conditions herein, any Acer Shareholders who are
entitled to subscribe more than 1,000 ISU'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 ISU's
common shares, the Company will not provide any notice individually besides
this announcement, such Acer Shareholders shall contact to the Company's stock
affairs office directly.

(7) Planned agenda for the transaction is as follows:

a. The start date for accepting inquiries about payment-related information:
May 22, 2023

b. The payment term is from June 9, 2023 to June 16, 2023.

c. The end date of the application for the combination of the shares: June 16,
2023.

d. The end date of the application for the shareholders who own
the        Company's share after the book closure date (April 8, 2023):
June 16, 2023.

(8) After the completion of registration for the cash capital increase, ISU
will notify the shareholders who are eligible to participate in the
subscription separately.

(9) If you have any questions regarding payment for the current cash capital
increase of ISU, please contact the Company's stock affairs office at
886-2-2719-5000.

 

 

No:7

Subject: To Announce the Company's Remuneration Committee Members Change

Date of events: 2023/03/16

Contents:

1.Date of occurrence of the change: 2023/03/16

2.Name of the functional committees: Remuneration Committee

3.Name of the previous position holder: N/A

4.Resume of the previous position holder: N/A

5.Name of the new position holder: Yuri, Kure

6.Resume of the new position holder: Independent Director of Acer Inc.

7.Circumstances of change (Please enter "resignation", "dismissal", term
expired", "death" or "new appointment"):new appointment

8.Reason for the change: new appointment

9.Original term (from __________ to __________):2020/06/12~2023/06/11

10.Effective date of the new member:2023/03/16

11.Any other matters that need to be specified:

Because of independent director's (Dr' Simon Chang) resignation, the Board of
Directors appoints a new member subject to relevant regulations.

 

 

No:8

Subject: Acer BOD proposed dividend distribution

Date of events: 2023/03/16

Contents:

1.Date of the board of directors resolution : 2023/03/16

2.Year or quarter which dividends belong to: FY 2022

3.Period which dividends belong to:2022/01/01~2022/12/31

4.Appropriations of earnings in cash dividends to shareholders (NT$ per
share):

NT$1.5 per share

5.Cash distributed from legal reserve and capital surplus to shareholders (NT$
per share): 0

6.Total amount of cash distributed to shareholders (NT$): NT$4,571,780,742

7.Appropriations of earnings in stock dividends to shareholders (NT$ per
share): 0

8.Stock distributed from legal reserve and capital surplus to shareholders
(NT$ per share): 0

9.Total amount of stock distributed to shareholders (shares): 0

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

11.Per value of common stock: NT$10

 

 

No:9

Subject: To announce the acquisition of right-of-use assets of real estate

Date of events:2023/03/16

Contents:

1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):

Hosting room of data center (No. 69, Lane 368, Xinhe Road, Longtan Dist.,
Taoyuan City)

2.Date of occurrence of the event:2023/03/16

3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit
price, and total transaction price:

Transaction volume: 83.4 p'ing;

Monthly rent price: NT$778 thousands;

Total amount of right-of-use assets: NT$9,224 thousands;

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):

Counterpart: Acer e-Enabling Data Center Incorporated ("Acer eDC") 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:

Reason for choosing the related party: Acer eDC is professional data center
and cloud service provider; and Acer Group resource efficiency.

The identity of the previous owner: NA

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: NA

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:

Leasing period: 2023/04/01~2024/03/31

Restrictive covenants in the contract, and other important stipulations:

Without the prior consent of the lessor, the lessee shall not refit the real
estate.

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:

The proposed transaction amount is referred to the rent of real estate in the
vicinity, and the in-charge department of Acer Inc. will make the decision
under the "Procedures Governing the Acquiring or Disposing of Assets".

10.Name of the professional appraisal firm or company and its appraisal price:
NA

11.Name of the professional appraiser: NA

12.Practice certificate number of the professional appraiser: NA

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:

For the Company's server and storage equipment.

22.Any dissenting opinions of directors to the present transaction: None

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

24.Date of the board of directors resolution: 2022/03/16

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: Yes

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:10

Subject: ACER to attend the investor conference held by BofA Securities

Date of events: 2023/03/17

Contents:

1.Date of institutional investor conference: 2023/03/17

2.Time of institutional investor conference: 2:00 PM

3.Location of institutional investor conference:

Grand Hyatt Taipei

4.Outline of institutional investor conference:

The Company will attend the investor conference hosted by BofA 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:11

Subject: ACER to attend the investor conference held by Capital Securities
Corporation

Date of events: 2023/03/30

Contents:

1.Date of institutional investor conference: 2023/03/30

2.Time of institutional investor conference: 4:00 PM

3.Location of institutional investor conference: Online virtual conference

4.Outline of institutional investor conference:

The Company will attend the investor conference hosted by Capital Securities
Corporation 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:12

Subject: Approved by Board for Acer Gaming subsidiary, WINKING ENTERTAINMENT
LTD, listing in the overseas stock market

Date of events: 2023/03/16

Contents:

1.Date of the board of directors: 2023/03/16

2.Date of the shareholders meeting: 2023/06/06

3.Name of the subsidiary applying for listing and trading in an overseas
securities market:

WINKING ENTERTAINMENT LTD

4.Purpose of applying for listing and trading in an overseas securities
market:

Acer Gaming Inc. (TPEx Emerging Stock Code:6908, hereinafter referred to as
"AGM"), in order to expand the gaming business and enter into the gaming
content industry, was resolved by the board of directors of AGM and the
Company to invest in WINKING ENTERTAINMENT LTD (hereinafter referred to as
"WINKING") in August 2022. AGM has obtained 54.96% of WINKING issued shares.
WINKING is a world-renowned professional design company for gaming art, and it
has customers of world-renowned game companies and provides advanced art
outsourcing production and game development services, and participates in the
production of plenty well-known games. WINKING is established and registered
in the British Cayman Islands. In addition to the original offices in Taiwan,
China, and Hong Kong, the operating team will continue to extend its branches
to Southeast Asia, such as Singapore, Philippines, Europe, and the United
States.

The reasons that WINKING considers applying for listing in the overseas stock
market are raising funds, expanding financing channels, improving mergers and
acquisitions and investment in superiority gaming art production and gaming
developers opportunities, thereby enhancing the company's global
competitiveness and popularity.

5.Impact on the finance and business of the Company due to apply for listing

and trading in an overseas securities market:

(1) Impact on the finance of the Company:

WINKING's overseas listing will raise working capital for operation,
strengthen its financial structure and financing capabilities, attract
outstanding talents, and further promote the development of more gaming
projects. Besides, no matter Winking appliers for stock listing in Taiwan or
overseas, the Company's shareholding ratio will be diluted for complying
relevant legal requirements, but, however, it is expected that AGM will still
hold more than 50% of the total issued shares of WINKING or maintain control
power to WINKING. Therefore, WINKING will continue to be one of the Company's
subsidiaries included in Acer consolidated financial statements. Therefore,
WINKING's overseas listing has no negative impact on the Company's finances.

(2) Impact on the business of the Company:

the Company does not engage in the same business as AGM and WINKING. The
purpose of AGM's investment in acquiring WIKING's shares is to expand gaming
business, from gaming and accessories hardware distribution business towards
the content-related business. Although AGM, WINKING and the Company have
cooperation opportunities in the future, they still develop business
independently. Therefore, WINKING's application for listing in overseas stock
exchanges is beneficial to AGMs' overseas business expansion, and has no
negative impact on the Company.

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 operating organizational structure and business have not been
adjusted due to WINKING's overseas listing. For complying with relevant
regulations and corporate governance requirements of overseas securities
markets, for practice as well, WINKING adjusts the number of board of
directors to five seats, including three independent directors, which is also
in line with Acer Group's expectations for corporate governance.

In addition, if WINKING's overseas listing is successful, it is expected that
AGM will still hold more than 50% of the total issued shares of WINKING or
maintain its controlling power. Therefore, WINKING's overseas listing will
have no impact on the Company; and WINKING will still be included in Acer's
consolidated financial statements.

8.Method of shareholding dispersal and proposed percentage of shareholding or
contributions reduction:

In response to the equity dispersion required for this WINKING's overseas
listing, the issuance of new shares and the release of original shares by
WINKING shareholders will follow relevant stock exchange law and regulation
for complying with the fundamental requirements of the local laws and
regulations on the dispersion of shares. It is currently estimated (take
Singapore Catalist as an example) that the number of new shares issued to
public shareholders (including pre-listing investors) after listing approval
and WINKING shareholders release the original shares issued will not be less
than 15% of the total shares of WINKING after listing. The shareholding ratio
of specific public shareholders and the issue price will be handled in
accordance with the relevant laws and regulations of the listing place and the
listing rules. The share released by WINKING's shareholders will be negotiated
with other shareholders of WINKING, and AGM will not participate in this
release.

It is expected that AGM will still hold more than 50% of WINKING's shares or
maintain its controlling power.

9.Basis of price determination:

The issue price will be handled in accordance with the relevant laws and
regulations of the listing place 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 place, the listing rules and the regulations of the
securities regulatory authority.

11.Any effect on the ongoing listing of the listed company:

After the listing and release of shares, the Taiwan Stock Exchange still has
its review and discretion over the Acer Inc.'s continued listing in accordance
with the relevant regulations of its review guidelines.

In view of WINKING's overseas issuing, the method of information disclosure
will be in accordance with the relevant regulations of Taiwan Stock Exchange,
which will not affect the Acer Inc.'s continued listing on the Taiwan Stock
Exchange.

12.Date of the special committee or audit committee(on item 4 to item 11):
2023/03/16

13.Any other matters that need to be specified:

The motion will be submitted to the shareholders' meeting for discussion.

 

 

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