No:1
Subject: The Company's board passed a resolution to
adjust the agenda for 2024 General Shareholders' Meeting
Date of events:2024/04/11
Contents:
1.Date of the board of directors'
resolution:2024/04/11
2.Shareholders meeting date:2024/05/31
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 2023
(2)Audit Committee
Report
(3)Report on the
Distribution of Cash Dividend for the Year 2023, Execution of
Employees' Profit
Sharing Bonus and Board
Directors' Compensation for the Year 2023
(4)Report on the Status
of Shareholders Diversification of Acer Subsidiaries' Shares
Planned to be
Listed on TWSE or
TPEX
(5)Report on the Unsecured Corporate Bonds of Acer
Inc.
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
2023
7.Cause for convening the meeting (3)Matters for
Discussion:
(2)Proposal of the
Amendments to Articles of Incorporation
(3)Proposal of the
Amendments to Acer's Internal Rules:
i. Procedures for Acquiring or Disposing of Assets
ii Procedures Governing Lending of Capital to Others
(4)To Approve the Listing
Application of the Company's Subsidiary, Winking Studios Limited,
on the Overseas Stock Market
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:2024/04/02
12.Book closure ending date:2024/05/31
13.Any other matters that need to be specified:
Adding proposed Items for Ratification and Discussion
(4) To Approve the Listing Application of the Company's Subsidiary,
Winking Studios Limited, on the Overseas Stock Market.
No:2
Subject: Approved by Board for the subsidiary, Winking
Studios Limited, listing in the overseas stock market
Date of events:2024/04/11
Contents:
1.Date of the board of directors:2024/04/11
2.Date of the shareholders meeting:2024/05/31
3.Name of the subsidiary applying for listing and
trading in an overseas securities market:
Winking Studios Limited("WINKING")
4.Purpose of applying for listing and trading in an
overseas securities market:
To expand fundraising and financing channels and
enhance the opportunities for M&A and investment in superior
gaming art production and game development opportunities, thereby
bolstering the WINKING's global competitiveness, popularity and
visibility. WINKING is considering seeking dual listing
opportunities of its stock on appropriate overseas securities
exchanges (hereinafter referred to as "'WINKING Overseas Dual
Listing"').
5.Impact on the finance and business of the Company
due to apply for listing and trading in an overseas securities
market:
(1)The impact on financial operations: WINKING
Overseas Dual Listing will increase and diversify fundraising
channels, which will allow streamlined methods for raising funds
required for its business operations, strengthening its financial
profile and financing capabilities as well as attracting
outstanding talent. Although Acer Incorporated (hereinafter
referred to as 'the Company') shareholding ratio in WINKING may be
diluted due to comply with relevant legal requirements when
applying for dual listing of its stock on securities
exchanges outside of Singapore, it is expected that the Company,
Acer Gaming Inc. (hereinafter referred to as 'AGM'), and other
subsidiaries of the Company will still collectively hold more
than 50% of the total issued shares of WINKING or maintain
ownership with control over WINKING. WINKING will continue to be a
subsidiary in the Company's consolidated financial statements.
Therefore, WINKING Overseas Dual Listing will have no
adverse impact on the Company's financial operations and is
expected to have positive benefits.
(2)The impact on business operations: The Company is
not engaged in the same business as its subsidiary, AGM and
WINKING. AGM's investment in acquiring shares of WINKING
aims to continue deepening and expanding businesses related to the
gaming sector, as AGM transitions from its current focus on gaming
hardware and peripherals distribution to gaming content-related
ventures. While there may be opportunities for collaboration in the
future between the Company, AGM, and WINKING, each will continue to
develop independently. Therefore, WINKING's application for dual
listing on other overseas securities exchanges will benefit the
expansion of overseas businesses for subsidiary AGM and WINKING,
without adversely affecting the Company's operations.
6.Proposed changes in the organizational structure and
business: No Change
7.Impact of the proposed changes in the organizational
structure and business on the listed company:
WINKING's operational organizational structure and
business have not been adjusted due to its overseas dual listing.
However, in the future, WINKING may establish branch offices in
locations /countries where other overseas securities exchanges for
planned dual listings are situated to meet business expansion
needs. Regardless of whether branch offices are established in the
future, it will not have a significant impact on the Company.
8.Method of shareholding dispersal and proposed
percentage of shareholding or contributions reduction:
In response to the equity dispersion required for
WINKING Overseas Dual Listing, the issuance of new shares and the
release of original shares by WINKING shareholders will be
conducted in accordance with relevant laws, regulations and rules
of the securities exchanges where the dual listing is sought, to
comply with the de minimis requirements for equity dispersion.
The specific shareholding ratio of public shareholders
and the issue price to meet the equity dispersion requirements will
be made in accordance with the regulations of the securities
exchanges where the listing is sought. The exact figures cannot be
estimated at the moment, but it is expected that, if and when the
WINKING Overseas Dual Listing is complete, the Company, AGM, and
other subsidiaries will collectively hold more than 50% of
WINKING's shares or maintain ownership with control over
WINKING.
9.Basis of price determination:
The issue price will be handled in accordance with the
relevant laws and regulations of the listing jurisdiction and the
listing rules.
10.Parties to whom equities (or contributions) are to
be assigned or specified persons being contacted:
The person who will subscribe the new shares or will
be transferred with the equity shall be qualified investors to
comply with the local laws and regulations of the listing
jurisdiction, the listing rules and the regulations of the
securities regulatory authority.
11.Any effect on the ongoing listing of the listed
company:
If and when the WINKING Overseas Dual Listing is
complete, the Taiwan Stock Exchange maintains its prerogative to
review the Company's continued listing in accordance with the
relevant regulations of its review guidelines. Any disclosure of
business and financial information in connection with WINKING's
overseas dual listing will comply and be in accordance with the
relevant methods and regulations set out by the TWSE and will not
affect the Company's continued listing on the TWSE.
12.Date of the special committee or audit committee
(on item 4 to item 11): 2024/04/11
13.Any other matters that need to be specified:
The motion will be submitted to the Company's 2024
General Shareholders' Meeting for discussion.
No:3
Subject: The Company's board passed a resolution to
invest the preferred shares issued by the company of Likees
Tech-Service Co., Ltd.
Date of events:2024/04/11
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.):
Preferred shares of the company of Likees Tech-Service
Co., Ltd. ("the Company")
2.Date of occurrence of the event:2024/04/11
3.Amount, unit price, and total monetary amount of the
transaction:
NTD10 per share, total amount no more than NTD 1.765
billion.
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): The
Case is not a 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:
Paying by cash in accordance with the terms and
conditions of the preferred shares.
Restrictive covenants in the contract, and other
important terms and conditions: confidential clause and limitation
of share transfer.
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: par
value of NTD10 per share.
(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: NTD13.16
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: 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: 62.19%;
Current ratio to the shareholder's equity:
126.24%;
Operating capital: NTD -8,181,695 thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or
disposal: Investment in green energy related 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: 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: 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:
None