To announce the Company's information

Acer Incorporated

07 June 2023

 

No:1

Subject: Material resolutions of the Company's 2023 General Shareholders' Meeting

Date of events:2023/06/06

Contents:

1.Date of the shareholders meeting:2023/06/06

2.Important resolutions (1)Profit distribution/ deficit compensation:

Not applicable

3.Important resolutions (2)Amendments to the corporate charter:

None

4.Important resolutions (3)Business report and financial statements:

Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2022

5.Important resolutions (4)Elections for board of directors and supervisors:

Seven Directors Elected (Including Four Independent Directors)

The list of New Directors is as follows:

Director: Mr. Jason Chen

Director: Mr. Maverick Shih

Director: Hung Rouan Investment Corp. Legal Representative: Mr. Stan Shih

Independent Director: Mr. Ching-Hsiang Hsu

Independent Director: Ms. Yuri, Kure

Independent Director: Mr. Pan-Chyr Yang

Independent Director: Ms. Mei-Yueh Ho

6.Important resolutions (5) Any other proposals:

a. Approved the listing application of the Company's subsidiary, WINKING ENTERTAINMENT LTD, on the overseas stock market

b. Released Non-Compete Restrictions on Newly-Elected Directors and their   Representatives

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

No:2

Subject: Elected All Directors (including Independent Directors)

of the Company

Date of events:2023/06/06

Contents:

1.Date of occurrence of the change:2023/06/06

2.Elected or changed position (Please enter institutional director, institutional supervisor, independent director, natural-person director or natural-person supervisor): institutional director, independent director, natural-person director

3.Title and name of the previous position holder:

Director:

(1)Mr. Jason Chen

(2)Mr. Stan Shih

(3)Hung Rouan Investment Corp. Legal Representative: Mr. Maverick Shih

Independent Director:

(1)Mr. Ching-Hsiang Hsu

(2)Mr. Ji-Ren Lee

(3)Ms. Yuri, Kure

4.Resume of the previous position holder:

Director:

(1)Mr. Jason Chen/Chairman, Acer Inc.

(2)Mr. Stan Shih/Director, Acer Inc.

(3)Hung Rouan Investment Corp. Legal Representative: Mr. Maverick Shih/ Director, Acer Inc.

Independent Director:

(1)Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

(2)Mr. Ji-Ren Lee/Professor, Dept. of International Business, National Taiwan University

(3)Ms. Yuri, Kure/Independent Director, Acer Inc.

5.Title and name of the new position holder:

Director:

(1)Mr. Jason Chen

(2)Mr. Maverick Shih

(3)Hung Rouan Investment Corp. Legal Representative: Mr. Stan Shih

Independent Director:

(1)Mr. Ching-Hsiang Hsu

(2)Ms. Yuri, Kure

(3)Mr. Pan-Chyr Yang

(4)Ms. Mei-Yueh Ho

6.Resume of the new position holder:

Director:

(1)Mr. Jason Chen/Chairman, Acer Inc.

(2)Mr. Maverick Shih/Director, Acer Inc.

(3)Hung Rouan Investment Corp. Legal Representative: Mr. Stan Shih/ Director, Acer Inc.

Independent Director:

(1)Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

(2)Ms. Yuri, Kure/Independent Director, Acer Inc.

(3)Mr. Pan-Chyr Yang/ Professor, Department of Internal Medicine, National Taiwan University Hospital

(4)Ms. Mei-Yueh Ho/ Independent Director, ASE Technology Holding Co., Ltd.

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

8.Reason for the change: term expired

9.Number of shares held by the new position holder when elected:

 Mr. Jason Chen 2,633,480 Shares

 Mr. Maverick Shih 10,141,777 Shares

Hung Rouan Investment Corp. Legal Representative: Mr. Stan Shih 73,629,933 Shares

Independent Director:

 Mr. Ching-Hsiang Hsu 0 Shares

 Ms. Yuri, Kure 0 Shares

 Mr. Pan-Chyr Yang 0 Shares

 Ms. Mei-Yueh Ho 0 Shares

10.Original term (from __________ to __________): 2020/06/12~2023/06/11

11.Effective date of the new appointment: 2023/06/06

12.Turnover rate of directors of the same term: NA

13.Turnover rate of independent directors of the same term: NA

14.Turnover rate of supervisors of the same term :NA

15.Change in one-third or more of directors (Please enter "Yes" or"No"):Yes

16.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: Board of Director meeting re-elects Jason Chen as the Chairman

Date of events:2023/06/06

Contents:

1.Date of the board of directors resolution or date of occurrence of the change: 2023/06/06

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

3.Name of the previous position holder: Mr. Jason Chen

4.Resume of the previous position holder: Chairman, Acer Inc.

5.Name of the new position holder: Mr. Jason Chen

6.Resume of the new position holder: Chairman, Acer Inc.

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

8.Reason for the change:

The Chairman has been elected by the newly-elected board of directors.

9.Effective date of the new appointment: 2023/06/06

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:4

Subject: To Announce the Company's Audit Committee Members Change

Date of events:2023/06/06

Contents:

1.Date of occurrence of the change: 2023/06/06

2.Name of the functional committees: Audit Committee

3.Name of the previous position holder: Independent Director:

Mr. Ching-Hsiang Hsu, Mr. Ji-Ren Lee, Ms. Yuri, Kure

4.Resume of the previous position holder:

(1) Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

(2) Mr. Ji-Ren Lee/Professor, Dept. of International Business, National Taiwan University

(3) Ms. Yuri, Kure/Independent Director, Acer Inc.

5.Name of the new position holder:

Independent Director:

 Mr. Ching-Hsiang Hsu, Ms. Yuri, Kure, Mr. Pan-Chyr Yang, Ms. Mei-Yueh Ho

6.Resume of the new position holder:

 Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

 Ms. Yuri, Kure/Independent Director, Acer Inc.

 Mr. Pan-Chyr Yang/ Professor, Department of Internal Medicine, National Taiwan University Hospital

 Ms. Mei-Yueh Ho/ Independent Director, ASE Technology Holding Co., Ltd.

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

8.Reason for the change: The Company's board members had been re-elected. The Company's board members had been re-elected. The new independent directors have formed Audit Committee. 

9.Original term (from __________ to __________): 2020/06/12~2023/06/11

10.Effective date of the new member: 2023/06/06

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

No:5

Subject: To Announce the Company's Remuneration Committee Members Change

Date of events:2023/06/06

Contents:

1.Date of occurrence of the change: 2023/06/06

2.Name of the functional committees: Remuneration Committee

3.Name of the previous position holder: Independent Director:

 Mr. Ji-Ren Lee, Mr. Ching-Hsiang Hsu, Ms. Yuri, Kure

4.Resume of the previous position holder:

Mr. Ji-Ren Lee/Professor, Dept. of International Business, National Taiwan University

Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

Ms. Yuri, Kure/Independent Director, Acer Inc.

5.Name of the new position holder:

Independent Director:

Mr. Pan-Chyr Yang, Mr. Ching-Hsiang Hsu, Ms. Mei-Yueh Ho

6.Resume of the new position holder:

Mr. Pan-Chyr Yang/ Professor, Department of Internal Medicine, National Taiwan University Hospita

Mr. Ching-Hsiang Hsu/ Chairman, eMemory Technology Inc

Ms. Mei-Yueh Ho/ Independent Director, ASE Technology Holding Co., Ltd.

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

8.Reason for the change: The Company has elected new directors, and the new Remuneration Committee members have been re-elected

9.Original term (from __________ to __________): 2020/06/12~2023/06/11

10.Effective date of the new member: 2023/06/06

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

No:6

Subject: Released Non-Compete Restrictions on Newly-Elected Directors and their Representatives

Date of events: 2023/06/06

Contents:

1.Date of the shareholders meeting resolution: 2023/06/06

2.Name and title of the director with permission to engage in competitive conduct:

Director:

  Mr. Jason Chen

  Mr. Maverick Shih

  Hung Rouan Investment Corp. Legal Representative: Mr. Stan Shih

Independent Director:

  Mr. Ching-Hsiang Hsu

  Ms. Yuri, Kure

  Mr. Pan-Chyr Yang

  Ms. Mei-Yueh Ho

3.Items of competitive conduct in which the director is permitted to engage:

Investing in or operating other companies with businesses which is the same as or similar to the Company and acting as a director or manager of those companies.

4.Period of permission to engage in the competitive conduct:

During the term of the directors of the Company.

5.Circumstances of the resolution (please describe the results of voting in accordance with Article 209 of the Company Act):

Approval votes: 1,596,560,193 Shares/87.04%；

Disapproval votes:4,361,996 Shares/0.23%；

Invalid votes:0 Shares/0%；

Abstention votes/No votes:233,382,512 Shares/12.73%

6.If the permitted competitive conduct belongs to the operator of a mainland China area enterprise, the name and title of the directors (if it is not the operator of a Mainland-area enterprise, please enter "N/A" below):

Director: Mr. Jason Chen;

Director: Mr. Maverick Shih

7.Company name of the mainland China area enterprise and the director's position in the enterprise:

 Mr. Jason Chen:

  (1)Acer Computer (Shanghai) Ltd.                       Position: Director

  (2)Acer Cloud Technology(Chongqing) Ltd.        Position: Director

  (3)Acer (Chongqing) Ltd.                                        Position: Director

  (4)Beijing Altos Computing Ltd.                            Position: Director

  (5)Acer China Venture Corp                                   Position: Director

 Mr. Maverick Shih:

  (1)Acer Cloud Technology(Chongqing) Ltd.             Position: Chairman

  (2)Shanghai AST Technology Service Ltd.                 Position: Director

  (3)Consumer Insights Research (Chongqing) Inc.   Position: Director

8.Address of the mainland China area enterprise:

(1)Acer Computer (Shanghai) Ltd.：No.769, Jiujiang Road, Huangpu District, Shanghai

(2)Acer Cloud Technology(Chongqing) Ltd.：No.19, datagu East Road, Xiantao, shuanglonghu street, Yubei District, Chongqing 

(3)Acer (Chongqing) Ltd.：No.68, Zourong Road, Yuzhong District, Chongqing

(4)Beijing Altos Computing Ltd.：2/F, block B, building 1, No. 101, Jingshun Road, Chaoyang District, Beijing

(5)Acer China Venture Corp：No.19, datagu East Road, Xiantao, shuanglonghu street, Yubei District, Chongqing 

(6)Shanghai AST Technology Service Ltd.：Room 407n07, No. 373-381, nansuzhou    Road, Huangpu District, Shanghai

(7)Consumer Insights Research (Chongqing) Inc.:No.19, datagu East Road, Xiantao, Shuanglonghu Street, Yubei District, Chongqing

9.Operations of the mainland China area enterprise:

(1)Acer Computer (Shanghai) Ltd.：Repair and maintenance of IT products

(2)Acer Cloud Technology(Chongqing) Ltd.：Design, development, sales, and consultancy of computer software and hardware

(3)Acer (Chongqing) Ltd.：Sale of brand-name IT products

(4)Beijing Altos Computing Ltd.：High performance computing, cloud computing, software-defined storage, and IT solution

(5)Acer China Venture Corp：the management of fund

(6)Shanghai AST Technology Service Ltd.：System integration service

(7)Consumer Insights Research (Chongqing) Inc.: collection, analysis and research of data information

10.Impact on the company's finance and business: None

11.If the directors have invested in the mainland China area enterprise, the monetary amount of the investment and their shareholding ratio: None

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

No:7

Subject: Released Non-Compete Restrictions on the Managerial Officer

Date of events:2023/06/06

Contents:

1.Date of the board of directors resolution:2023/06/06

2.Name and title of the managerial officer with permission to engage in competitive conduct: Mr. RC Chang - CTO

3.Items of competitive conduct in which the officer is permitted to engage:

Acer Medical Inc.   Position：President (Temporary)

4.Period of permission to engage in the competitive conduct:

During the term of the managerial officer of the Company.

5.Circumstances of the resolution (please describe the results of voting in accordance with Article 32 of the Company Act):

Approved by all directors present without objection.

6.If the permitted competitive conduct belongs to the operator of a mainland China area enterprise, the name and title of the managerial officer (if it is not the operator of a mainland China area enterprise, please enter"N/A" below): N/A

7.Company name of the mainland China area enterprise and the officer's position in the enterprise: N/A

8.Address of the mainland China area enterprise: N/A

9.Operations of the mainland China area enterprise: N/A

10.Impact on the company's finance and business: None

11.If the managerial officer has invested in the mainland China area enterprise, the monetary amount of the investment and the officer's shareholding ratio: None

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

 

END