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

AcerAnnouncement

29/06/2023 11:00

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RNS Number : 3940E  Acer Incorporated  29 June 2023

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
(https://www.acer-group.com/ag/en/TW/content/shareholders-service)

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