To announce the Company's information

Acer Incorporated

22 January 2025

 

#1

Subject: Acer Board approved the convening of the 2025 General Shareholders' Meeting

Date of events: 2025/01/22

Statement:

1.Date of the board of directors' resolution:2025/01/22

2.Shareholders meeting date:2025/05/29

3.Shareholders meeting location:

   Aspire Resort (No. 428, Kewang Rd., Longtan District, Taoyuan City)

4.Shareholders' meeting will be held by means of (physical shareholders'

  meeting/ hybrid shareholders' meeting / virtual-only shareholders' meeting):

  Physical shareholders' meeting

5.Cause for convening the meeting (1)Reported matters:

  (1) Business Report for the Year 2024

  (2) Audit Committee Report

  (3) Report on the Distribution of Cash Dividend for the Year 2024,

       Execution of Employees' Profit Sharing Bonus and Board Directors'

       Compensation for the Year 2024

  (4) Report on the Status of Shareholders Diversification of Acer

     Subsidiaries' Shares Planned to be Listed on TWSE or TPEX

6.Cause for convening the meeting (2)Acknowledged matters:

   (1) Ratification Proposal of the Financial Statements, Business Report

        and Profit Distribution Statement for the Year 2024

7.Cause for convening the meeting (3)Matters for Discussion:

    (1) Proposal of the Amendments to Articles of Incorporation

    (2) Proposal of the Amendments to Procedures for Acquiring or Disposing of

         Assets

8.Cause for convening the meeting (4)Election matters:

None

9.Cause for convening the meeting (5)Other Proposals:

None

10.Cause for convening the meeting (6)Extemporary Motions:

None

11.Book closure starting date:2025/03/31

12.Book closure ending date:2025/05/29

13.Any other matters that need to be specified:

 (1) Pursuant to Article 26-2 of the Securities and Exchange Act, the

    shareholders' meeting notice, which is given 30 days prior to whom owns

    less than 1,000 shares of the Company, may be effected by means of public

    announcement. In addition, in accordance with Section 3 of Article 183 of

    the Company Act, the distribution of the meeting minutes to all

    shareholders within 20 days after the meeting is closed could be effected

    by means of public announcement as well.

 (2) Under the provisions of the Company Act, the Company will accept

    applications for proposals for the upcoming General Shareholders' Meeting

    submitted in writing by shareholders from 9:00 a.m. on March 18, 2025,

    until 4:00 p.m. on March 28, 2025. The designated receiving location is

    the Shareholders' Service Office (7F-5, No. 369, Fuxing N. Rd., Taipei

    City). Any other relevant matters will be handled in accordance with

    the applicable laws and regulations and announced separately.

#2

Subject: The Company's board of directors resolved to invest in the preferred shares of CHAO-CHI PROPERTYMANAGEMENT CONSULTING CO., LTD.

Date of events: 2025/01/22

Statement:

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.):

Preferred shares of CHAO-CHI PROPERTY MANAGEMENT CONSULTING CO., LTD.

("CHAO-CHI")

2.Date of occurrence of the event:2025/01/22

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

Subscribe 14 million preferred shares at NTD 50 per share, with a total

amount of NTD 700 million.

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 20% owned by the Company.

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:

The Company subscribed and acquired 20% common shares of CHAO-CHI at NTD50

per share on July 1, 2024. To deepen the investment and collaboration,

the Company decided to participate in the issuance of preferred shares.

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:

The Company subscribed and acquired 20% common shares of CHAO-CHI at NTD50

per share on July 1, 2024. To deepen the investment and collaboration,

the Company decided to participate in the issuance of preferred shares.

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:

i. Voting right: same as the common shares

ii. Dividend rate: 5% per annum

iii. Holders of the preferred shares are entitled to convert the preferred

   shares into common shares at 1:1 ratio starting one year from the

   issuance date.

iv. CHAO-CHI, upon preferred shareholders' resolutions, may redeem the

   preferred shares at the original issue price prior to applying for

   registration as a public offering company.

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.

(2) The reference basis for the decision on price: Based on independent

   expert's opinion on the price 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:

NTD16.16

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:

(1)Cumulative number of common shares owned by the Company: 6,750,000 shares

(2)Cumulative number of preferred shares owned by the Company:14,000,000

   shares

(3)Total monetary value: NTD1,037,500,000

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:61.71%

Current ratio to the shareholder's equity:124.30%

Operating capital:NTD-7, 454,195thousands

14.Broker and broker's fee:

None.

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

To deepen the investment and collaboration

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:2025/01/22

19.Date of ratification by supervisors or approval by

the Audit Committee:2025/01/22

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:

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.

 

END