#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.
