No:1
Subject: Board of Directors approved 2024 Q1 consolidated
results
Date of
events:2024/05/09
Contents:
1.Date
of submission to the board of directors or approval by the board of
directors:2024/05/09
2.Date
of approval by the audit committee:2024/05/09
3.Start
and end dates of financial reports or annual self-assessed
financial information of the reporting period
(XXXX/XX/XX~XXXX/XX/XX):
2024/01/01~2024/03/31
4.Operating revenue accumulated from 1/1 to end of the period
(thousand NTD):58,832,224
5.Gross
profit (loss) from operations accumulated from 1/1 to end of the
period (thousand NTD):6,195,797
6.Net
operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD):780,989
7.Profit (loss) before tax accumulated from 1/1 to end of the
period (thousand NTD):2,116,840
8.Profit (loss) accumulated from 1/1 to end of the period
(thousand NTD):1,377,736
9.Profit (loss) during the period attributable to owners of
parent accumulated from 1/1 to end of the period (thousand
NTD):1,202,476
10.Basic earnings (loss) per share accumulated from 1/1 to end
of the period (NTD):0.40
11.Total assets end of the period (thousand
NTD):218,655,413
12.Total liabilities end of the period (thousand
NTD):139,302,436
13.Equity attributable to owners of parent end of the period
(thousand NTD):73,728,013
14.Any
other matters that need to be specified: None
No:2
Subject:Acer Board of Directors approved Acer subsidiary, Acer
SoftCapital Incorporated, to participate in a placement of Winking
Studios Limited new shares.
Date of
events:2024/05/09
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):
Winking
Studios Limited new issued common shares
2.Date
of occurrence of the event:2024/05/09
3.No.,
unit price, and monetary amount of the transaction:
It's
expected to acquire Winking Studios Limited ("WINKING") new issued
common shares for no more than US$ 5 million SGD 0.25 per
share.
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):
WINKING
and Acer SoftCapital Incorporated ("CCI") are Acer
subsidiaries.
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:
To
maintain Acer Group shareholding ratio of WINKING, strengthen Acer
Group synergy and the funds WINKING required for business
expansion.
Previous transfer information: 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: none.
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: Acer Audit Committee and
Board of Directors.
(2)The
reference basis for the decision on price: the price resolved by
Winking's board of directors, and the Independent Experts' Opinions
on the Pricing Reasonableness provided by the CPA Acer
engaged.
11.Net
worth per share of company of the underlying securities acquired or
disposed of: NT$ 2.48
12.The
discrepancy between the reference price of private placement
company and the transaction amount per share is 20 percent or more:
Yes
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: 54,347,772
shares
Shareholding ratio after this transaction will
be14.79%
Restriction of rights：subject to applicable Singapore laws
and regulations.
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: 1.53%;
Current
ratio to the shareholder's equity: 3.15%;
Operating capital: NT$-6,575,957 thousand
15.Broker and broker's fee: None
16.Concrete purpose or use of the acquisition or
disposition:
To
maintain Acer Group shareholding ratio of WINKING, strengthen Acer
Group synergy and the funds WINKING required for business
expansion.
17.Whether the directors expressed any objection to the
present transaction: None
18.Whether the trading counterparty is a related party:
Yes
19.Date
of approval by board of directors:2024/05/09
20.Recognition date by supervisors or approval date by audit
committee: 2024/05/09
21.Whether the CPA issued an opinion on the unreasonableness
of the current transaction: No
22.Name
of the CPA firm: Crowe (TW) CPAs
23.Name
of the CPA: Lin, Song-Shu
24.License no. of the CPA: Taipei Province CPA No.
1282.
25.Any
other matters that need to be specified: None
No:3
Subject: Announcement for the acquisition of 100% shares of
ENCH, ENIT, ENFR, ENPL, ENES and ENCZ on behalf of ENNL, a
subsidiary of Acer.
Date of
events:2024/05/09
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.):
100%
shares of ENCH, ENIT, ENFR, ENPL, ENES and ENCZ
2.Date
of occurrence of the event:2024/05/09
3.Amount, unit price, and total monetary amount of the
transaction:
ENNL
will acquire 100% shares of ENCH, ENIT, ENFR, ENPL, ENES and ENCZ
by the net book value before closing.
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):
Enfinitec B.V. (ENNL), Acer Europe B.V (AHN), Acer European
Holdings Ltd.
(AEH),
Enfinitec Switzerland AG (ENCH), Enfinitec Italy S.R.L.
(ENIT),
Enfinitec France (ENFR), Enfinitec Poland Sp. z o.o (ENPL),
Enfinitec
Spain
S.L.U(ENES) and Enfinitec Czech Republic s.r.o (ENCZ) are Acer 100%
directly or indirectly owned subsidiaries.
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: Not applicable
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: Acer
Board of Directors
11.Net
worth per share of the Company's underlying securities acquired or
disposed of: Not applicable
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: 100% shares of ENCH, ENIT, ENFR, ENPL, ENES, and
ENCZ.
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:0.28%
Current
ratio to the shareholder's equity:0.58%;
Operating capital of the Company: NT$-6,416,695
thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
Group restructuring under common control
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:2024/05/09
19.Date
of ratification by supervisors or approval by the Audit Committee:
2024/05/09
20.Whether the CPA issued an unreasonable opinion regarding
the current transaction: No
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: Not
applicable
26.Details on transactions with the counterparty for the past
year and the expected coming year: Not applicable
27.Source of funds: Not applicable
28.Any
other matters that need to be specified:
No
impact on Acer shareholders' equity due to all involved companies
are Acer directly or indirectly 100% owned subsidiaries and it is
group restructuring under common control in accordance with
applicable laws and regulations.
No:4
Subject: Acer Board of Directors approved investment to
CHAO-CHI PROPERTY MANAGEMENT CONSULTING CO., LTD.
Date of
events:2024/05/09
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.):
New
common shares issued pursuant to cash capital increase of
CHAO-CHI
PROPERTY MANAGEMENT CONSULTING CO., LTD.
("CHAO-CHI")
2.Date
of occurrence of the event:2024/05/09
3.Amount, unit price, and total monetary amount of the
transaction:
It's
expected to acquire approximately 20% shares of CHAO-CHI for no
more than NT$337,500,000.
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):
CHAO-CHI is not Acer's 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 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: NT$17.51
12.Cumulative no.of shares held (including the current
transaction), their monetary amount, shareholding percentage, and
status of any restriction of rights (e.g., pledges), as of the
present moment: None
13.Current ratio of securities investment (including the
current trade, as listed in article 3 of Regulations Governing the
Acquisition and Disposal of Assets by Public Companies) to the
total assets and equity attributable to owners of the parent as
shown in the most recent financial statement and working capital as
shown in the most recent financial statement as of the
present:
Current
ratio to the total assets:61.25%
Current
ratio to the shareholder's equity:126.01%
Operating capital:NT$-6,754,195thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
Strategic 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: No
21.Name
of the CPA firm: Chungsun Prime Certified Public
Accountants
22.Name
of the CPA: Ming Sheng, Wang
23.Practice certificate number of the CPA: Taipei Province CPA
No. 3235.
24.Whether the transaction involved in change of business
model: None
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:5
ACER INC.
AND SUBSIDIARIES
Consolidated Financial Statements of
2024 Q1
The above documents have been
uploaded on MOPS, the regulatory system of Taiwan Stock Exchange,
and can be viewed at or downloaded from Acer Inc. website at
https://www.acer-group.com/ag/en/TW/content/quarterly-reports