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

AcerAnnouncement

23/08/2023 10:30

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RNS Number : 2211K  Acer Incorporated  23 August 2023

Subject:(Supplemental) The Company's board passed a resolution to subscribe
the new shares issued by AOPEN INCORPORATED for its capital increase in cash

Date of announcement: 2023/08/23

Date of events: 2023/05/04

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 AOPEN INCORPORATED ("AOPEN")

2.Date of occurrence of the event:2023/05/04

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

Total Amount: 5,294,311 shares

Unit price: NT$ 68 per share

Total monetary amount: NT$ 360,013,148

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):

AOPEN is Acer's (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 in the subsidiary's capital increase in cash.

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 within the period disclosed by AOPEN.

Restrictive covenants in the contract, and other important terms and
conditions: N/A

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 was determined by AOPEN.

(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: NT$11.95

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: the Company holds total 34,264,311 shares of AOPEN.

Holding ratio: around 43.68%

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: 61.86%

Current ratio to the shareholder's equity: 134.48%

Operating capital: NT$-9,648,744 thousands

14.Broker and broker's fee: None

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

Maintaining the shareholding ratio of the subsidiary to leverage group
synergies.

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:2023/05/04

19.Date of ratification by supervisors or approval by the Audit
Committee:2023/05/04

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: Supplementary Announcement of
May 4th, 2023 　

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