To announce the Company's information

Acer Incorporated

04 May 2023

 

No:1

Subject: Board of Directors approved 2023 Q1 consolidated results

Date of events:2023/05/04

Contents:

1.Date of submission to the board of directors or approval by the board of directors: 2023/05/04

2.Date of approval by the audit committee: 2023/05/04

3.Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2023/01/01~2023/03/31

4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD): 52,457,032

5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD): 5,362,891

6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD): 238,529

7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD): 942,363

8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD): 660,905

9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD): 515,166

10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD): 0.17

11.Total assets end of the period (thousand NTD): 187,462,119

12.Total liabilities end of the period (thousand NTD): 119,561,308

13.Equity attributable to owners of parent end of the period (thousand NTD): 63,162,823

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

No:2

Subject: Appointment of the Company's President

Date of events:2023/05/04

Contents:

1.Date of the board of directors resolution or date of occurrence of the change: 2023/05/04

2.Position (Please enter chairperson or president/general manager): President

3.Name of the previous position holder: Not applicable

4.Resume of the previous position holder: Not applicable

5.Name of the new position holder: Mr. Victor Chien

6.Resume of the new position holder: President of Acer Digital Display Business

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

8.Reason for the change: new appointment

9.Effective date of the new appointment: 2023/05/04

10.Any other matters that need to be specified (the information disclosure also meets the requirements of Article 7, subparagraph 6 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:3

Subject: The Company's Co-Chief Operating Officer Retirement

Date of events:2023/05/04

Contents:

1.Type of personnel changed (please enter: spokesperson, acting spokesperson, important personnel (CEO, COO, CMO, CSO, etc.), financial officer, accounting officer, corporate governance officer, chief information security officer, research and development officer, chief internal auditor, or designated and non-designated representatives): Co-Chief Operating Officer/President of Corporate Marketing, Business Planning and Operations

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

3.Name, title, and resume of the previous position holder:

Ms. Tiffany Huang, Co-Chief Operating Officer/President of Corporate Marketing, Business Planning and Operations

4.Name, title, and resume of the new position holder: None

5.Type of the change (please enter: "resignation", "position adjustment", "dismissal", "retirement", "death" or "new replacement"): retirement

6.Reason for the change: retirement

7.Effective date: 2023/05/04

8.Any other matters that need to be specified:

Co-COO Tiffany Huang will retire, and her corporate duties will be overseen by Victor Chien. Her role as President of China Operations will be handed over to PAP Regional Operations President Andrew Hou, while Acer's Taiwan Operations will directly report to Chien. In order to ensure a smooth handover, Huang will take on a corporate consultant role to help Acer's transformation and transition.

No:4

Subject: On behalf of subsidiary AEG to announce the merge of ASIN

Date of events:2023/05/04

Contents:

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): Merger

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

3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of): Acer Sales International SA ("ASIN") will be merged into Acer Europe SA("AEG").

4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):

Company taking assignment of the merger: AEG

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

6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:

Both AEG and ASIN are directly 100% owned by AEH, and AEH is 100% owned by Acer Inc. ("AI"). This merger is an Acer intra-group reorganization under common control, there is no impact on AI and AI' shareholders' equity.

7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition: Operation optimization.

8.Anticipated benefits of the merger and acquisition: Improve efficiency and resilience.

9.Effect of the merger and acquisition on net worth per share and earnings per share:

This merger is an intra-group reorganization within AI subsidiaries, so that the net worth \ and earnings per share of AI will not be affected.

10.Type of merger consideration and source of funds: Not applicable

11.Share exchange ratio and basis of its calculation:

(1) Share exchange ratio: not applicable.

(2) Basis of calculation: book value of ASIN.

12.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No

13.Name of the CPA, law or securities firm: Not applicable

14.Name of the CPA or lawyer: Not applicable

15.Practice certificate number of the CPA: Not applicable

No:5

Subject: On behalf of subsidiary ASZ announce the Spin-off of Branded Products Marketing business

Date of events: 2023/05/04

Contents:

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): spin-off

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

3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):

The company to be spin-off: Acer Computer (Switzerland) AG ("ASZ")

The newly established entity in the spin-off: a new branch of Acer Europe SA ("AEG") will be established.

4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):

Company taking assignment of the spin-off: AEG

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

6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:

ASZ (the spin-off company), AEG (taking assignment of the spin-off) are all 100% owned subsidiaries of Acer Inc. ("AI"). The spin-off is an Acer intra-group reorganization under common control, there is no impact on AI and AI' shareholders' equity.

7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition:

Business and operation optimization.

8.Anticipated benefits of the merger and acquisition:

Improve Acer's competitiveness and resilience.

9.Effect of the merger and acquisition on net worth per share and earnings per share:

The spin-off is an intra-group reorganization within AI subsidiaries, so that the net worth \ and earnings per share of AI will not be affected.

10.Type of merger consideration and source of funds: Not applicable

11.Share exchange ratio and basis of its calculation:

(1)Share exchange ratio: not applicable.

(2)Basis of calculation: book value of ASZ' branded products marketing business as of closing date (to be further decided).

12.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No

13.Name of the CPA, law or securities firm: Not applicable

14.Name of the CPA or lawyer: Not applicable

15.Practice certificate number of the CPA: Not applicable

16.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.):

The evaluation for the spin-off from independent expert: This spin-off is defined as group structure reorganization pursuant to IFRS and the interpretation of Taiwan Accounting Research and Development Foundation, therefore the consideration of transfer based on cash deduction from book value of the spin-off company's assets and liabilities is reasonable.

17.Scheduled timetable for consummation:

The record date of the spin-off will be further scheduled.

18.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:

AEG will establish a new branch to generally assume ASZ branded products marketing business' assets, liabilities and all rights and obligations effective on the spin-off date.

19.Basic information of companies participating in the merger: Not applicable

20.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):

(1)The estimated value of the business to be assigned to AEG: The details of this transaction will be disclosed upon confirmation.

(2)The assets estimated to be assigned to AEG: The details of this transaction will be disclosed upon confirmation.

(3)The liabilities estimated to be assigned to AEG: The details of this transaction will be disclosed upon confirmation.

21.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition: Not applicable

22.Post-merger and acquisition plan:

(1) Willingness to continue operating the business of the company, and the contents of plans to that effect

(2) Dissolution; delisting from an exchange (or OTC market); material changes in organization, capital, business plan, financial operations and production; accommodation or utilization of staff and assets critical to the Company; or any other matter of material significance that would affect the company's shareholder equity: Not applicable

23.Other important stipulations: None

24.Other important matters concerning the merger and acquisition: None

25.Whether the directors have any objection to the present transaction: No

26.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal): None

27.Whether the transaction involved in change of business model: No

28.Details on change of business model: None

29.Details on transactions with the counterparty for the past year and the expected coming year: None

30.Source of funds: Not applicable

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

No:6

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

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:

No more than NTD 400M. The details of this subscription will be further disclosed when it's confirmed.

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 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 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 as 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: 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: 61.87%

Current ratio to the shareholder's equity: 134.53 %

Operating capital: NT$-9,688,731thousand

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:

The Company will subscribe the new shares issued by AOPEN for its cash capital increase based on shareholding ratio. Further, if the employees and other shareholders waive the subscription rights and AOPEN inquiries the specific person, the Company will subscribe the insufficient the remaining part of issued shares.

No:7

Subject: ACER to attend the investor conference held by Citigroup Global Markets Inc.

Date of events:2023/06/01

Contents:

1.Date of institutional investor conference:2023/05/31~2023/06/01

2.Time of institutional investor conference:9:00 AM

3.Location of institutional investor conference: W Hotel Taipei

4.Outline of institutional investor conference:

The Company will attend the Citi Regional Tech Conference hosted by Citi 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:8

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

Date of events:2023/06/06

Contents:

1.Date of institutional investor conference:2023/06/06

2.Time of institutional investor conference:3:00 PM

3.Location of institutional investor conference: Online virtual conference

4.Outline of institutional investor conference:

The Company will attend the online virtual conference hosted by First 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:9

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

Date of events:2023/06/07

Contents:

1.Date of institutional investor conference:2023/06/07

2.Time of institutional investor conference:3:00 PM

3.Location of institutional investor conference: Taipei New Horizon

4.Outline of institutional investor conference:

The Company will attend the investor conference hosted by MasterLink 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:10

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

Date of events:2023/06/14

Contents:

1.Date of institutional investor conference:2023/06/14~2023/06/16

2.Time of institutional investor conference:9:00 AM

3.Location of institutional investor conference: UBS Securities Taipei

4.Outline of institutional investor conference:

The Company will attend the UBS Taiwan Corporate Day 2023 hosted by UBS 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

ACER INC. AND SUBSIDIARIES

Consolidated Financial Statements of 2023 Q1

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

 

END