18th Mar 2020 10:53
Acer Inc. Announces the Material Information Below
No: 1
Subject: Acer announces FY 2019 consolidated results
Date of events:2020/3/18
Contents:
1.Date of occurrence of the event:2020/3/18
2.Company name:Acer
3.Relationship to the Company (please enter "head office" or "subsidiaries"):head office
4.Reciprocal shareholding ratios:N.A.
5.Cause of occurrence:None
6.Countermeasures:None
7.Any other matters that need to be specified:
Acer's consolidated financial statements of 2019 have been audited by KPMG Accountants and approved by BOD.
Unit: NT$Million
Consolidated Revenues 234,285
Gross Profit 24,717
Operating Income 3,078
Profit After Tax 2,633
EPS(in New Taiwan dollars) 0.87
No: 2
Subject: Acer Board approved the convening of the 2020 General Shareholders' Meeting
Date of events:2020/03/18
Contents:
1.Date of the board of directors resolution:2020/03/18
2.Date for convening the shareholders' meeting:2020/06/12
3.Location for convening the shareholders' meeting: FUSHIN Hotel-Taipei (2F, No.128, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City).
4.Cause or subjects for convening the meeting
(1)Report Items:
(1)Business Report for the year 2019
(2)Audit Committee Report
(3)Report on Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the
year 2019
(4)Report on the Distribution of Cash Dividend for the year 2019
(5)Report on the status of shares-release of the Company's certain subsidiaries' shares which will be
listed on Taiwan Stock Exchange or Taipei Exchange
(6)Report on the resolution of Board of Director and the execution for shares buyback
5.Cause or subjects for convening the meeting
(2)Matters for Ratification:
(1)Ratification Proposal of the Financial Statements and Business Report for the year 2019
(2)Discussion Proposal of the Proposal for Profit & Loss Appropriation for the year 2019
6.Cause or subjects for convening the meeting
(3)Matters for Discussion:
(3)To Approve the Proposal of Cash Distribution from the Capital Surplus (4)To Approve the Proposal of the Amendments to Acer's Internal Rules: Procedures for Acquiring or
Disposing of Assets
(5)To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives
7.Cause or subjects for convening the meeting
(4)Elections: To Elect Steven Directors (Including Four Independent Directors) of the Company
8.Cause or subjects for convening the meeting
(5)Other Proposals: None
9.Cause or subjects for convening the meeting
(6)Extemporary Motions: None
10.Book closure starting date:2020/04/14
11.Book closure ending date:2020/06/12
12.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 given 30 days prior to whom owns less than 1,000 shares of the Company may be effected by means of public announcement; and to comply with Section 1 and 3 of Article 183 of the Company Act, the distribution of the meeting minutes to all shareholders within 20 days after the meeting closed could be effected by means of public announcement as well.
(2)Under the provisions of the Company Act, any shareholders representing no less than 1% of the Company's share capital may submit substantiated proposals and the candidate nomination of Directors (including Independent Directors) in respect of the General Shareholders' Meeting via certified notice which shall be received at the Shareholders' Service Office (7F-5, No. 369, Fuxing N. Rd., Taipei City) from 9:00 March 27, 2020 until 17:00 April 6, 2020. Any other relevant matters shall be handled and publicly announced in accordance with the applicable laws and regulations.
No: 3
Subject: On behalf of the subsidiary, AHI, to announce that the aggregate capital increase to AFE will reach NTD 300 million within one year
Date of events:2020/03/18
Contents:
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield):Common shares of AFE
2.Date of occurrence of the event:2020/03/18
3.Volume, unit price, and total monetary amount of the transaction:
The capital increasing amount from AHI to AFE will be executed within HKD 96,000 thousand, and the total common shares of AFE acquired by AHI will not exceed 96,000,000 shares.
4.Counterparty to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of th Company, the name of the trading counterpart is not required to be disclosed): AFE is AHI's subsidiary
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition: Not applicable
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person's relationship to the company at those times: Not applicable
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced): Not applicable
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):Not applicable
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: The record and other relevant dates for capital increase are all based on the board resolution of AFE
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board of Directors of Acer Incorporated
11.Net worth per share of the underlying securities acquired or disposed of: NTD -1.45
12.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):
The aggregate amount of capital injection to AFE from AHI does not exceed HKD 213.42 million as of today, and AFE is 100% owned by AHI
13.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
Current ratio of long or short term securities investment to the total assets: 7.21%; Current ratio of long or short term securities investment to the shareholder's equity: 14.55%; operating capital: NTD(7,207,674)K
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: To inject AFE for its necessary operating use.
16.Do the directors have any objection to the present transaction?: None
17.Is it a related party transaction?: Yes
18.Date of the board of directors'resolution:2020/03/18
19.Date of the recognition of the supervisors or the board of independent directors' resolution: 2020/03/18
20.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: None
21.Name of the CPA firm: None
22.Name of the certifying CPA: None
23.The practice certificate number of the CPA: None
24.Is it related to new business model?: None
25.Explanation of new business model: None
26.Transactions with the counterparty for the past one year and the next year: None
27.Source of funds: AHI (the Parent Company of AFE)
28.Any other matters that need to be specified: None
No: 4
Subject: Acer BOD proposed dividend distribution
Date of events: 2020/03/18
Contents:
1.Date of the board of directors resolution: 2020/03/18
2.Appropriations of earnings in cash dividends to shareholders (NT$ per share): 0.44
3.Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0.33
4.Total amount of cash distributed to shareholders (NT$): 2,367,699,047
5.Appropriations of earnings in stock dividends to shareholders (NT$ per share): 0
6.Stock distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0
7.Total amount of stock distributed to shareholders (shares):0
8.Any other matters that need to be specified: None
No: 5
Subject:To announce the Ex-dividend record date
Date of events:2020/03/18
Contents:
1.Date of the resolution by the board of directors or shareholders' meeting or decision by the Company: 2020/03/18
2.Type of ex-rights or ex-dividend (please enter: "Ex-rights", "Ex-dividend", or "Ex-rights and dividend"): Ex-dividend
3.Type and monetary amount of dividend distribution:
Appropriations of earnings in cash dividends: NTD1,352,970,884/ NT$0.44 per share
Cash distributed from legal reserve and capital surplus: NTD1,014,728,163/ NT$0.33 per share (Upon resolved by General Shareholders' Meeting)
4.Ex-rights (ex-dividend) trading date:2020/07/02
5.Last date before book closure:2020/07/03
6.Book closure starting date:2020/07/06
7.Book closure ending date:2020/07/10
8.Ex-rights (ex-dividend) record date:2020/07/10
9.Any other matters that need to be specified: Cash dividend distribution date:2020/08/06
No: 6
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of FY2019
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
Related Shares:
Acer Gdr Reg S