No:1
Subject:Announcement of influence of cash dividends payment due to typhoon approaching
Date of events:2023/08/02
Contents:
1.Date of occurrence of the event:2023/08/02
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:The Company's 2023 cash dividend payment may be affected due to typhoon being approaching.
6.Countermeasures:
The Company's cash dividend of 2023 is scheduled to be distributed on August 3, 2023. However, with affect of typhoon, the remittance business of financial institutions in certain areas may call off work, thus the dividend distribution business may be delayed to the next working day.
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.): None
No:2
Subject:The Company's Board Approves to Participate in the Private Placement of WELLDONE COMPANY (6170.TWO) Common Shares.
Date of events:2023/08/03
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): WELLDONE COMPANY ("WELLDONE") new issued private placement common shares
2.Date of occurrence of the event:2023/08/03
3.No., unit price, and monetary amount of the transaction:
Number of Shares: 10,000,000 shares
Price per share: NT$40.05
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):
WELLDONE 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's Investment Committee, Audit Committee and the Board of Directors Meeting.
(2)The reference basis for the decision on price: Based on the price resolved by WELLDONE's shareholders' meeting and board of directors meeting, and the independent expert opinion on the reasonableness issued by the Company's engaged CPA.
11.Net worth per share of company of the underlying securities acquired or disposed of: NTD 14.55
12.The discrepancy between the reference price of private placement company and the transaction amount per share is 20 percent or more: None
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: 10,000,000 shares
Shareholding ratio after this transaction will be 10.00%
Restriction of rightsTransferring the private placement shares shall 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: 61.87%
Current ratio to the shareholder's equity: 120.46 %
Operating capital: NT$-9,689,231thousand
15.Broker and broker's fee: None
16.Concrete purpose or use of the acquisition or disposition:
To develop FinTech technology and cooperate with WELLDONE to expand business into foreign markets
17.Whether the directors expressed any objection to the present transaction: None
18.Whether the trading counterparty is a related party: None
19.Date of approval by board of directors: 2023/08/03
20.Recognition date by supervisors or approval date by audit committee: 2023/08/03
21.Whether the CPA issued an opinion on the unreasonableness of the current transaction: None
22.Name of the CPA firm: Chungsun Prime CPA
23.Name of the CPA: Ming-Sheng Wang
24.License no. of the CPA: Taiwan Province CPA No. 3709.
25.Any other matters that need to be specified: None
No:3
Subject: Board of Directors approved 2023 Q2 consolidated results
Date of events:2023/08/03
Contents:
1.Date of submission to the board of directors or approval by the board of directors:2023/08/03
2.Date of approval by the audit committee:2023/08/03
3.Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2023/01/01~2023/06/30
4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD):110,717,685
5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD):11,618,285
6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD):1,284,668
7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD):3,162,838
8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):2,256,162
9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD):1,907,303
10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD):0.64
11.Total assets end of the period (thousand NTD):206,948,712
12.Total liabilities end of the period (thousand NTD):131,699,033
13.Equity attributable to owners of parent end of the period (thousand NTD):70,545,429
14.Any other matters that need to be specified: None
No:4
Subject: The Company's board passed a resolution to subscribe the new shares issued by C-LIFE for its capital increase in cash
Date of events:2023/08/03
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 C-LIFE TECHNOLOGIES, INC. ("C-LIFE")
2.Date of occurrence of the event:2023/08/03
3.Amount, unit price, and total monetary amount of the transaction:
Number of Shares: not exceeding 13,000,000 shares
Price per share: NT$30
Total Amount: not exceeding NTD$390M
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): C-LIFE is not the Company' 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 Applicable.
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 Applicable.
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): Not Applicable.
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Not Applicable.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
(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: none
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 and unit of the decision-making: This transaction is approved by the Company's Investment Committee, Audit Committee and the Board of Directors Meeting.
(2)The reference basis for the decision on price: Based on the price resolved by C-LIFE's shareholders' meeting and board of directors' meeting, and the independent expert opinion on the reasonableness issued by the Company's engaged CPA.
(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: NTD 7.91
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 of Acer: not exceeding 13,000,000 shares
Holding ratio: around 11%
restriction of rights : 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: 61.86%
Current ratio to the shareholder's equity: 120.45 %
Operating capital: NT$-9,678,730thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: Expanding foothold in energy storage industry
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: 2023/08/03
19.Date of ratification by supervisors or approval by the Audit Committee: 2023/08/03
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: No
21.Name of the CPA firm: EVERTRUST CPA FIRM
22.Name of the CPA: Paul Lin
23.Practice certificate number of the CPA: Taipei Province CPA No. 3875.
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: None
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:5
Subject: Announcement of Keypack Technology Incorporated (KTI) acquiring the real property right-of-use assets
Date of events:2023/08/03
Contents:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Warehouse located in Longtan Dist., Taoyuan City, Taiwan
2.Date of occurrence of the event:2023/08/03
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:
Transaction volume: 22.2 ping
Monthly average rent price: NT$21.1 thousands
Total amount of right-of-use assets: NT$146.8 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: Aspire Service & Development Inc. (ASDI) is the Acer'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:
ASDI is a real property leasing company of Aspire Park; 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: 2023/9/1~2024/3/31
Restrictive covenants in the contract, and other important stipulations: None
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 will process it under relevant rules after Acer BOD approval.
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 business needs of KTI
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: Approved by BOD of Acer Inc. on Aug 3, 2023.
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:6
Subject: To Release Acerpure Inc.'s Shares to Acer Shareholders for the Process of Acerpure IPO Plan
Date of events:2023/08/03
Contents:
1.Date of occurrence of the event:2023/08/03
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 Acerpure Inc. ("API"), the Company's subsidiary, be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company will release 7,500,000 API shares in accordance with the board resolution.
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.):
(1) To comply with IPO relevant regulations, to protect the rights and interest of the shareholder of the Company, and to balance the cost and expense of related process, according to the board resolution made on Augusta 3rd , 2023, the Company will sell 7,500,000 API's common shares to the Company's shareholder with the amount of NT$13.5 per share. Provided that if the shareholders of the Company waive the rights of subscription, or the aggregate amount of subscription is less than 7,500,000, the Chairman is authorized to designate specific persons for the purchase of the common shares of API at the same price aforementioned.
(2) The shareholders who are recorded in the Company's shareholders register on the book closure date before the shares release process will be qualified to purchase API'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 0.0024607 API's common share (will be rounded down to the nearest whole number without any discretion).
(3) 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 API's common shares will be deemed to waive whose rights of purchase.
(4) 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. The Company will deem the applicant as the specific personsand accept whose application of purchase in accordance with the conditions herein.
(5) In accordance with conditions herein, any shareholders who have rights to purchase more than 1,000 API'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 API's common shares, the Company will not provide any notice individually besides this announcement, such shareholders shall contact to the Company's stock affairs office directly for payment related information.
(7) Relevant information regarding the schedule of API shares release process will be publicly disclosed in an additional announcement after further confirmation.
(8) Since the API's common shares will be transferred to the shareholders from the Company, any shareholder who made the payment has not yet accomplished the share transfer procedure. API will send and provide the notice of share transfer procedure after the payment term, the shareholders who received such notice shall submit the documents specified in the notice to the API's shareholder services agent for the procedure of share transfer.
No:7
Subject: Announcement of disposal common shares of WISTRON CORPORATION ("WISTRON") will reach NTD 300 million within one year
Date of events:2023/08/03
Contents:
1.Name of the securities: Common shares of WISTRON
2.Trading date:2023/07/05~2023/08/03
3.Amount, unit price, and total monetary amount of the transaction:
(1)2,707,000 shares of WISTRON has been disposed at NT$103.05 average selling price per share, total selling amount is NT$278,964,500.
(2)The board of directors of the Company approved additional disposal of WISTRON shares not exceeding 33,000,000 shares at market price.
4.Gain (or loss) through disposal (not applicable in case of acquisition of securities): This disposal is selling financial assets measured FVTOCI(fair value through other comprehensive income), the result of this disposal will be booked in equity item of B/S and will NOT impact on the Company's P&L.
5.Relationship with the underlying company of the trade: WISTRON is not the Company' related party.
6.Current cumulative amount held, monetary amount, and shareholding percentage of cumulative holdings of the securities being traded (including the current trade), and status of any restriction of rights (e.g.pledges): To be further disclosed upon completing the disposal.
7.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: The details of this transaction will be disclosed upon confirmation.
8.Concrete purpose of the acquisition or disposal: Optimizing the long-term investment portfolio of securities under financial assets.
9.Any dissenting opinions of directors to the present transaction: None
10.Whether the counterparty of the current transaction is a related party: None
11.Trading counterparty and its relationship with the Company: Not applicable.
12.Date of the board of directors resolution: NA
13.Date of ratification by supervisors or approval by the audit committee: NA
14.Any other matters that need to be specified: None
No:8
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of 2023 Q2
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