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ACER AGM Information 2016

Jul 12, 2016

10414_rns_2016-07-12_42fe8120-e7ce-4c0d-b610-999fe87b3bc7.pdf

AGM Information

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MINUTES OF 2016 ANNUAL SHAREHOLDERS' MEETING

OF ACER INCORPORATED

(Translation)

The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2016 Annual Shareholders' Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.

Time and Date of Meeting: 9:00 a.m., June 24, 2016

Place of Meeting: 4F., No. 99, Sec. 1, Xintai 5th Rd. ,Xizhi Dist., New Taipei City

(Place of the Meeting: Farglory International Convention Center)

Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law): 3,063,633,833 shares

Total shares represented by shareholders present in person or proxy: 1,601,701,674 shares

Percentage of shares held by shareholders present in person or proxy: 52.28%

The attendance list of the directors:

George Huang, Jason C.S. Chen, Philip Peng and F. C. Tseng

Chairman: George Huang

Recorder: Nancy Hu

The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.

Chairman's Address : (Omitted)

1. Proposed Resolutions (A)

Item 1

Proposal: To Approve Amendments to the Company's Articles of Incorporation. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Due to the amendment of Article 235, 235-1 and 240 of Company Act made on May 20, 2015, instead of calculating by "profit after taxes" and distributed from retained earnings, a company shall, after deducting the cumulative losses (if any), calculate employee and Director remuneration from "profit before taxes" by applying the ratio prescribed in the Articles of Incorporation. Therefore, it is now proposed to modify employee and Director's remuneration ratio by amending Article 16-1, 20~ 22 of Article of Incorporation. Please refer to Attachment 1, pages 13 to 14, for the comparison table.

(2) Please discuss.

Voting Results: Shares present at the time of voting: 1,599,670,108 (votes casted electronically: 540,172,623 votes)

Voting Results* % of the total represented
share present
Votes in favor: 1,445,130,369
votes
(387,229,517
votes)
90.34%
Votes against : 263,553
votes
(259,552
votes)
0.02%
Votes invalid or abstained: 154,276,186
votes
(152,683,554
votes)
9.64%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

2. Report Items

  • (1) To Report the Business of 2015 Explanatory Notes: Please refer to Attachment 2, page 15.
  • (2) To Report the Execution of Sound Business Plan Explanatory Notes:
  • I. In accordance with the Certificated No. 1030039103 issued by Financial Supervisory Commission, R.O.C. (Taiwan) on October 21, 2014, hereby to report the execution status of sound business plan for cash injection of issuing a total number of 300,000 thousand shares. Please refer to the Attachment 3, page16.
  • II. The application and purpose of the utilization plan aforesaid had been achieved as of December 31, 2015. .
  • (3) Audit Committee's Review Report Explanatory Notes: Please refer to Attachment 4, page17.
  • (4) To Report the Execution of 2015 Employees' Compensation and Board Directors' Remuneration Explanatory Notes: Please refer to Attachment 5, page 18.

Speech from shareholders: shareholder registered number 0519823 and 0776988 had questions about the schedule of company organizational change and the deadline of announcement for monthly revenue, the questions were responded by the Chairman and the assigned.

3.Proposed Resolutions (B)

Item 2

Proposal: To Accept 2015 Financial Statements and Business Report. (Proposed by the Board of Directors)

Explanatory Notes:

  • (1) Acer's 2015 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by independent auditors, Tzu-Chieh Tang and Wei-Ming Shih of KPMG.
  • (2) The 2015 Business Report and the aforementioned financial statements are attached as Attachment 2, page 15 and Attachment 6, pages 19 to 32, which have been approved by the Audit Committee and resolved by the Board of Directors with resolution and are hereby submitted for acceptance.
  • (3) Please discuss.
  • Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
Voting Results* % of the total represented
share present
Votes in favor: 1,433,966,500
votes
(376,520,326
votes)
89.56%
Votes against : 277,383
votes
0.02%
(264,867
votes)
Votes invalid or abstained: 166,857,392
votes
10.42%
(163,387,430
votes)

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 3

Proposal: To Approve the Proposal for Distribution of 2015 Retained Earnings. (Proposed by the Board of Directors)

Explanatory Notes:

(1) The beginning balance of the un-appropriated retained earnings of the Company is NT\$0 in 2015. After plus the net income after tax for 2015, NT\$603,680,268 and deduct retained earnings of NT\$83,445,509 which is caused by the retirement of treasury stock and the restatement of IFRS version update, the total accumulative retained earnings available for appropriation is NT\$520,234,759.

  • (2) In compliance with the Company Law, to appropriate the annual retained earnings, it is required to set aside NT\$52,023,476 as legal reserve and NT\$468,211,283 as special reserve, the ending balance of the un-appropriated retained earnings is NT\$0.
  • (3) It is proposed not to pay dividends.
  • (4) Please discuss

Acer Incorporated 2015 Statement of Distribution of Retained Earnings Unit:NT\$

Beginning Balance of Un-appropriated Retained Earnings 0
Plus:2015 Net Income after Tax 603,680,268
Deduct: retained earnings caused by the retirement of treasury
stock and the restatement of IFRS version update (83,445,509)
Accumulative Retained Earnings Available for Appropriation in
2015 520,234,759
Items of appropriation:
Deduct: Legal Reserve (52,023,476)
Deduct: Special Reserve (468,211,283)
Ending Balance of Un-appropriated Retained Earnings 0

Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)

Voting Results* % of the total represented
share present
Votes in favor: 1,444,545,342
votes
(387,116,806
votes)
90.22%
Votes against : 394,454
votes
(364,300
votes)
0.03%
Votes invalid or abstained: 156,161,479
votes
(152,691,517
votes)
9.75%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 4

Proposal: To Approve the Proposal of Cash Distribution from the Capital Surplus. (Proposed by the Board of Directors)

Explanatory Notes:

  • (1) In accordance with Article 241 of the Company Act, it is proposed a cash distribution of 1,540,501,414 from the capital surplus derived from any common stock issued by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders' register on the record date for ex-dividend, at a ratio of NT\$ 0.5 per share (Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company's other income).
  • (2) Should the cash distribution be adjusted due to the amendment of laws or regulations, a request by competent authorities, or any change of the numbers of outstanding share, subject to the approved distribution, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to adjust the distribution ratio.
  • (3) Subject to this cash distribution approved by the General Shareholders' Meeting, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus.

(4)Please discuss.

Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)

Voting Results* % of the total represented
share
present
Votes in favor: 1,444,595,588
votes
(387,185,414
votes)
90.23%
Votes against : 351,200
votes
(332,684
votes)
0.02%
Votes invalid or abstained: 156,154,487
votes
(152,654,525
votes)
9.75%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 5

Proposal: To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through the Sale of New Stocks. (Proposed by the Board of Directors)

Explanatory Notes:

(1) This 2014 capital increase had been approved by the Financial Supervisory Commission on October 21, 2014 (#1030039103). The original version of the utilization plan of funds and the estimated effects are shown in Appendix 2, page 39.

Estimated Utilization plan
Purpose Utilizatio Required Y2015
n Date Amount Quarter 1 Quarter 2 Quarter
3
Quarter 4
Pay off
bank loan
Q4, 2014 3,600,000 -- 1,800,000 -- 1,800,000
Redemption
repayment
from the put
option
executed by
the ECB
holders
Q3, 2015 3,515,899 -- -- 3,515,899 --
Summary - 7,115,899 -- 1,800,000 3,515,899 1,800,000

(2) The original version of the utilization plan is as follows:

In thousands of New Taiwan Dollars

(3) Reasons of modifications of the utilization plan:

Redemption repayment from the put option executed by the ECB holders in the original plan was implemented in Q2 2015. Due to the costs is lower than the redemption repayment from the put option, Acer had been continually purchasing back and cancelling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD103,800,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT \$ 459,815,000 of the convertible bonds had been sold back by the bondholders, and NT \$ 1,340,185,000 of the increased capital remain unspent. For the effective use of the funds, it is proposed to change the purpose of the funds from "redemption repayment from the put option executed by the ECB holders" to "strengthen operating capital", which will be able to effectively save interest of short-term bank financing expenditure and reduce financial burden.

  • (4) Impact on shareholders' interest: As a response to changes in the financial planning, ACER reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run, there is no significant negative impact on shareholders' interest.
  • (5) For the proposed utilization plan of funds and the estimated effects, please see Appendix 3, page 40.

  • (6) Other information regarding the modifications of the plan, please see Appendix 4, pages 41 to 42.

  • (7) For the evaluation by the lead securities underwriter, please see Appendix 5, pages 43 to 44.
  • (8) The modification not only shall be announced to the public in accordance with relevant regulations, but also has been approved by the Board of Directors on August 6, 2015.
  • (9) Please discuss.
  • Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
Voting Results* % of the total represented
share present
Votes in favor: 1,444,278,236
votes
(386,839,445
votes)
90.21%
Votes against : 526,863
votes
(526,863
votes)
0.03%
Votes invalid or abstained: 156,296,176
votes
(152,806,315
votes)
9.76%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

4.Extemporary Motion

Speech from shareholders: shareholder registered number 0776988, 0851799, 0866224 and 0038933 had questions and comments about the directions of company and business development, board directors' and managements' remuneration and financial statement, the questions were responded by the Chairman and the assigned.

5.Meeting Adjourned : 10:40 a.m.

Note: This document is extracted from the meeting; the details are subject to the audio and video recording.

Acer Incorporated Articles of Incorporation

(Before and After Revision Chart)

Before Revision After Revision Rationale
Article 16-1 Article 16-1 Amendment
The Board of Directors is authorized to determine
the compensation recommended by the Remu-
neration Committee for the directors, taking
into account the extent and value of the services
provided for the management of the Corporation
and the standards of the industry within the R.O.C.
and overseas, no matter whether the Company has
profit or suffered loss.
The Board of Directors is authorized to determine
the compensation recommended by the Remu-
neration Committee for the directors, taking
into account the extent and value of the services
provided for the management of the Corporation
and the standards of the industry within the R.O.C.
and overseas, no matter whether the Company has
profit or suffered loss.
of Article 235.
235-1 and 240
of Company
Act.
Where this Company has earnings, the remunera-
tion of directors shall be distributed in accordance
with Article 20 of these Articles of Incorporation.
Where this Company has earnings, the
remuneration of directors shall be distributed in
accordance with Article 20 of these Articles of
Incorporation. Where there is profit in each fiscal
year, after covering the accumulated losses, not
more than one percent (1%) of the profit shall
be distributed as remuneration of directors; the
standard for distribution of remuneration will be
recommended by Remuneration Committee and
determined by the Board of Directors.
(N/A) Article 20
Where there is profit at the end of each fiscal year,
after covering the accumulated losses, at least
5% of the profit shall be distributed as employees'
compensation.
The employees' compensation in the previous
section shall be distributed, in the form of either
cash or stock bonus, by resolution approved
by a majority voting attended by two-thirds
of the directors of the Company. Qualification
requirements of the employees who are entitled
to receive the employees' compensation may be
specified by the Board of Directors.
Amendment
of Article 235.
235-1 and 240
of Company
Act regarding
employees'
compensation.
r - Paul Mund Chauden Carlos
Before Revision
After Revision Rationale
Article 20 Article 2021 Amendment
of Article 235,
Where this Company has earnings at the end of the
fiscal year, after paying all relevant taxes, mak-
ing up losses of previous year, this Company shall
first set aside ten percent (10%) of said earnings
as legal reserve, except that such legal reserve
amounts to the total authorized capital. There-
after, this Company shall set aside or reverse a
special reserve in accordance with the applicable
laws and regulations. Any balance left over shall be
distributed as follows:
Where this Company has earnings at the end of the
fiscal year, after paying all relevant taxes, mak-
ing up losses of previous year, this Company shall
first set aside ten percent (10%) of said earnings
as legal reserve, except that such legal reserve
amounts to the total authorized capital. There-
after, this Company shall set aside or reverse a
special reserve in accordance with the applicable
laws and regulations. Any balance left over shall be
distributed as follows:
235-1 and 240
of Company
Act.
1 Over Five percent (5%) for bonuses to employ-
ees. When the employee bonuses will be paid in
the form of share bonuses, the employees entitled
to such share bonuses may include employees of
subsidiaries of this Company satisfying certain cri-
teria. The criteria shall be formulated by the board
of directors:
1. Over Five percent (5%) for bonuses to
employees. When the employee bonuses will be-
paid in the form of share bonuses, the employees-
entitled to such share bonuses may include
employees of subsidiaries of this Company
satisfying certain criteria. The criteria shall be-
formulated by the board of directors;
2. Not more than one percent (1%) for remuner-
ation of directors, the standard for distribution of
remuneration will be recommended by Remuner-
ation Committee and determined by the Board of
Directors:
2. Not more than one percent (1%) for
remuneration of directors, the standard for
distribution of remuneration will be recommended
by Remuneration Committee and determined by
the Board of Directors:
The remainder together with previous year
amount, after an amount is reserved for operation
needs, shall be allocated to shareholders as bo-
nuses. Except distribution of reserve in accordance
with competent laws and regulations, the Compa-
ny shall not pay dividends or bonuses when there is
no profit.
The remainder together with previous year
amount, after an amount is reserved for operation
needs, shall be allocated to shareholders as bo-
nuses. Except distribution of reserve in accordance
with competent laws and regulations, the Compa-
ny shall not pay dividends or bonuses when there is
no profit.
Above distribution ratio may be adjusted upon the
consent of shareholders meeting.
Above distribution ratio may be adjusted upon the-
consent of shareholders meeting.
Article 21 Article 2422 Adjusting arti-
cle numbering
The Company Law and related regulations shall
govern any matter not provided in the Articles of
Incorporation.
The Company Law and related regulations shall
govern any matter not provided in the Articles of
Incorporation.
Article 22
(omitted)
Article 2223
(omitted)
The forty-third amendment was approved on June
24,2016
Adjusting arti-
cle numbering
and the date
of approval of
shareholder's
meeting.

Business Report to Shareholders

I am glad to share with you that even though the overall PC industry experienced strong headwinds and challenges over the past year, Acer has steered itself through turbulent waves by the sheer determination to focus on its strengths, and closed the 2015 chapter in profit.

We continued to transform ourselves through our optimized product mix strategies targeting different market segments, and reported 2015 consolidated revenues of NT\$263.78 billion (US\$7.98 billion) and earnings per share of NT\$0.20, reflecting the macro PC industry decline and economic issues encountered in our European and Russian markets.

Along with our ongoing pursuit for product innovation and quality, making high-margin products was also a key. The effectiveness of our well-defined product positioning and product mix strategy was proven with our gross margin each quarter staying at close to 10% (Q1 - 9.8%, Q2 - 10.5%, Q3 $-8.1\%$ , and Q4 - 9.4%).

For Acer's new value creation business development, our BYOC™ cloud services has formed alliances with a variety of partners from different fields of the Internet of Things (IoT). They include smart home, healthcare applications, connected vehicles, and smart classroom applications for Acer to integrate with hardware, software and services, to innovate in the IoT together. Acer will also instill the concept of Internet of Beings (IoB) into all of our products, paving the way for the tight integration of intelligence and devices in the future.

For the development of our new core business, we will combine innovative technology with a people-centric approach. to develop well-designed products with high profitability potential. We will place more resources into new value creation businesses to expand with an even more multi-faceted approach with a broader range of applications, gather more partners to jointly develop and accelerate the growth of the IoT/IoB domain, and mark Acer's place in this exciting and booming industry.

I wish to express my high appreciation to all our shareholders for your long-term support, which has always been one of our greatest encouragements. I am confident that as long as we stand united to transform our organization together through the determination to innovate and overcome challenges, we will successfully stabilize operations and achieve each milestone step by step. I hope that all our stakeholders will continue to uphold their confidence in Acer, and together move forward for a sustainable future!

George theavy

George Huang Acer Chairman

Execution of Sound Business Plan

Units: In Millions of NTD

Executive Section Report Follows
ಿ ಅಧ್ಯಕ್ಷರಾಗಿ ಸಂಪರ್ಕ ಾಸಗಳ
Actual for 2015 Proposal for 2015 Hit Rate
2015 Net Income (Loss) 604 1.761 34%
2014 Net Income (Loss) 1.791 632 283%
Net Income (Loss)
2014-2015
2.395 2.393 100%

Units: In Millions of NTD

ltems. Actual for 2015 Proposal for 2015 Hit Rate
o,
Net Revenues 263,775 352,656 75%
COGS $-238,891$ $-322,583$ 74%
Gross Margin 24,884 30,073 83%
S&M $-17,702$ $-20,248$ 87%
G&A $-4,431$ $-4,907$ 90%
R&D. $-2,089$ $-2,581$ 81%
Operating Income 939 2,337 40%
Non-operating Income and Gain 1,006 370 272%
Non-operating Expense and Loss $-1,098$ $-472$ 232%
2015 Net Income (Loss) 604 1,761 34%
Summary Due to the Euro's sharp decline and China and other emerging markets' weak perfor-
mance in 2015, the hit-rate of FY2015 net revenue accounts for merely 75%, 83% for
Gross Margin, 40% for Operating Income, and 34% for Net Income.

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2015 Business Report, Financial Statements, and proposal for allocation of profits. The CPA Tzu-Chieh Tang and Wei- Ming Shih from KPMG were retained to audit Acer's Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Incorporated in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.

Acer Incorporated Convener of the Audit Committee: F.C. Tseng

March 23, 2016

Execution of 2015 Employees' Compensation and Board Directors' Remuneration

The Board of Directors resolved the appropriation of compensation to employees and remuneration to directors on March 24, 2016. The details of the appropriation are stated below. The aforesaid appropriation will be distributed according to the related provisions and shall be reported to General Shareholders' Meeting.

Units: NTD

化三氯化二苯基苯 医马克氏病 医无线性神经 医单位的 经基本资本 经公司 经公司公司 化二乙酸 医白
$Item$
Amount of Appropriation Resolved by the Board of Directors
Compensation to Employees - Cash 28.200.077
Remuneration to Directors

Note: Through resolution, the Board of Directors waived the right to director's remuneration; the NTD 5,640,000 difference from the recognized expense amounts will be governed by the Changes in Accounting Estimates and deemed as operating income (loss) of 2016.

Independent Auditors' Report

The Board of Directors Acer Incorporated:

We have audited the accompanying consolidated balance sheet of Acer Incorporated (the "Company") and subsidiaries as of December 31, 2015, and their restated consolidated balance sheet as of December 31, 2014, and the related consolidated statements of comprehensive income, restated changes in equity, and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the consolidated financial position of Acer Incorporated and subsidiaries as of December 31, 2015 and 2014, and the results of their consolidated financial performance and their consolidated cash flows for the years then ended, in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the Financial Supervisory Commission of the Republic of China.

As described in Note 3 of the consolidated financial statements, starting January 1, 2015, the Company and its subsidiaries prepared the consolidated financial statements in accordance with International Accounting Standards 19 "Employee Benefits" of 2013 Taiwan-IFRS version endorsed by the Financial Supervisory Commission.
Consequently, the consolidated financial statements as of and for the year ended December 31, 2014 have been restated retrospectively.

We have also audited the parent-company-only financial statements of Acer Incorporated as of and for the years ended December 31, 2015 and 2014, on which we have issued a modified unqualified opinion and an unqualified opinion, respectively.

Taipei, Taiwan (the Republic of China) March 24, 2016

This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditor's report shall prevail.

Consolidated Balance Sheets

December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

Assets 2014.12.31
2015.12.31 (Restated)
Current assets:
Cash and cash equivalents \$
44,621,527
47,558,651
Financial assets at fair value through profit or loss-current 791,575 1,899,626
Available-for-sale financial assets - current 93,313 146,479
Notes and accounts receivable, net 48,173,027 59,167,731
Accounts receivable from related parties 52,749 23,837
Other receivables 1,309,972 1,261,631
Other receivables from related parties 276 9
Current income tax assets 818,938 1,244,873
Inventories 34,043,598 36,600,487
Other current assets 3,044,802 2,981,846
Total current assets 132,949,777 150,885,170
Non-current assets:
Available-for-sale financial assets - non-current 3,159,771 3,859,807
Investments in associates 155,992 142,461
Property, plant and equipment 4,827,412 5,484,061
Investment property 1,192,699 1,113,067
Intangible assets 26,609,427 26,727,547
Deferred income tax assets 838,146 1,018,564
Other non-current assets 1,065,370 701,834
Other financial assets-non-current 943,609 1,162,526
Total non-current assets 38,792,426 40,209,867
Total assets 171,742,203
\$
191,095,037

$\sim 6\%$

(Continued)

Consolidated Balance Sheets

December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

Liabilities and Equity 2014.12.31
2015.12.31 (Restated)
Current liabilities:
Short-term borrowings \$
2,584,377
317,000
Financial liabilities at fair value through profit or loss-current 318,934 624,227
Notes and accounts payable 42,736,897 54,824,412
Accounts payables to related parties 10,285 13,961
Other payables 38,793,970 42,165,243
Other payables to related parties 1,085 788
Current income tax liabilities 738,507 927,296
Provisions-current 6,979,705 8,972,446
5,966,431 3,634,818
Current portion of bonds payable
Current portion of long-term debt
1,800,000 3,600,000
Other current liabilities 2,645,901 2,675,700
Total current liabilities 102,576,092 117,755,891
Non-current liabilities:
Bonds payable 5,880,437
Long-term debt 3,600,000
Provisions-non-current 94,946 127,752
Deferred income tax liabilities 1,437,179 1,397,284
Other non-current liabilities 1,778,885 1,703,823
Total non-current liabilities 3,311,010 12,709,296
Total liabilities 105,887,102 130,465,187
Equity:
Common stock 30,854,428 27,965,678
Capital surplus 36,232,755 34,098,396
Retained earnings:
Legal reserve 93,166
Special reserve 838,498
Unappropriated earnings 520,235 903,649
Other reserves 228,505 845,908
Treasury stock (2,914,856) (3,186,038)
Equity attributable to shareholders of the Company 65,852,731 60,627,593
Non-controlling interests 2,370 2,257
Total equity 65,855,101 60,629,850
Total liabilities and equity 171,742,203
$S =$
191,095,037

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars, except earnings per share data)

2015 2014
Revenue \$
263,775,202
329,684,271
Cost of revenue 238,891,080 300,742,087
Gross profit 24,884,122 28,942,184
Operating expenses
Selling expenses 17,701,583 19,143,432
Administrative expenses 4,431,082 4,899,465
Research and development expenses 2,089,306 2,524,381
Total operating expenses 24,221,971 26,567,278
Other operating income and loss – net 276,457 332,759
Operating income 938,608 2,707,665
Non-operating income and loss:
Other income 476,684 414,732
Other gains and losses – net (228, 810) 17,599
Finance costs (340, 454) (651, 206)
Share of profits of associates and joint venture 529 125,629
Total non-operating income and loss
Income before taxes
(92, 051) (93, 246)
Income tax expenses 846,557 2,614,419
Net income 242,762
603,795
823,835
1,790,584
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss:
Remeausrement of defined benefit plans (104, 521) (54, 382)
Income tax benefit (expense) related to items that will not be reclassified
subsequently to profit or loss 12,130 (2,607)
(92, 391) (56,989)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 252,979 1,445,638
Change in fair value of available-for-sale financial assets (990, 360) 1,049,440
Income tax benefit related to items that may be reclassified
subsequently to profit or loss 623 375
(736, 758) 2,495,453
Other comprehensive income (loss) for the year, net of taxes
Total comprehensive income (loss) for the year
\$
(829, 149)
2,438,464
Net income attributable to: (225, 354) 4,229,048
Shareholders of the Company \$
603,680
1,790,690
Non-controlling interests 115 (106)
\$
603,795
1,790,584
Total comprehensive income (loss) attributable to:
Shareholders of the Company \$
(225, 467)
4,229,180
Non-controlling interests 113 (132)
\$
(225, 354)
4,229,048
Earnings per share (in New Taiwan dollars):
Basic earnings per share \$
0,20
0.66
Diluted earnings per share \$
0.20
0.63

Consolidated Statements of Changes in Equity

For the year ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)

Attributable to shareholders of the Commany
Retained carnings Other reserves
Common stock surplus
Capital
Legal reserve reserve
Special
Unappropriated
earnings
(accumulated
deficit)
Total Foreign currency
translation
differences
avallable-for-sale
Unrealized gain
financial assets
(loss) from
Remensurements
of defined benefit
plans
cost arising from
restricted shares
of stock issued
compensation
to employees
Unearned
Total Treasury stock Total controlling
interests
Non-
Total equity
Balance at January 1, 2014 \$ 28,347,268 43,707,727 10,012,168 6,126,774 (24,464,794) (8,325,852) (262.231) (1,163,645) (1,425,876) (6.054.286) 56,248.98 2,389 56,251,370
Effects of retrospective restatements 00.28 $-0.85,004$ R5.004 85,004
Restated balance at January 1, 2014 28.347,268 43.707.727 10.012.168 6.126.774 C4.540.798 0340.856 [262.23] 11163,645) R5.004 1.340.872 (6.054.286) 56,248,981 2.389 56,251,370
Appropriation upproved by the stockholders:
Decrease in capital surplus to offset accumulated
deficits
1 (8.325.852) 8,325.852 8,325.852
Decrease in legal reserve to offset accumulated
deficits
(10, 012, 168) 10,012,168
Decrease in special reserve to offset accumulated
deficits
3,460,642) 3,460,642
Reversal of special reserve 2,666,132) 2.666.132
Other changes in capital surplus:
Change in equity of investments in subsidiaries 168 168 168
Compensation cost arising from issuance of new shares
resorved for employee subscription
90,000 90,000 90,000
Issuance of restricted shares of stock to employees 174,600 136,374 (310.974) (310.974) ï
Compensation cost arising from restricted shares of
stock issued to employees
59,264 59,264 59264 59264
Retirement of treasury stock (556.190) (1,510,021) (802,037) (802,037) 2,868.248
Net income in 2014 1,790,690 1,790,590 1,790,690 (106) 1,790,584
Other comprehensive income in 2014 46,039 T049.440 (56.989) 2438,490 2.438,490 $^{126}$ 2,438,464
Total comprehensive income in 2014 1,790,690 1.790,690 1,446,039 1,049,440 (56.989) 2,438,490 4.229.180 (132) 4,229,048
Restated Balance at December 31, 2014 27,965,678 34,098,396 903.649 913.649 1,183,808 (114.205 28,015 251.710 845.90 3.186.038 60,627,593 .2.257 60,629,850
Appropriation approved by the stockholders:
Legal reserve 93,166 (93.166)
Special reserve 838,498 (838, 498)
Other changes in capital surplus:
Change in equity of investments in subsidiaries (4,662) (4.662) (4,662)
Issuance of new shares for eash 3.000.000 2,400.000 5,400,000 5,400.000
Retirement of treasury stock (100,000) (115,752) (55, 430) (55, 430) 271,182 ł ,
Retirement of restricted shares of stock issued to
employees
(11,250) 11,250
Compensation cost arising from restricted shares of
stock issued to employees
(156, 477) 211.74 211.744 55.267 55267
Net income in 2015 603,680 603,680 ł 603,680 $\approx$ 603,795
Other comprehensive income in 2015 I 253.604 (990.360) (92.391) (829.147 (829,147) ą (829, 149)
Total comprehensive income in 2015 603,680 603.680 253.604 (990.360) (92.391) (829, 147) ٠ (225.467) $\approx$ (235.35)
Balance at December 31, 2015 $s = 30.854.428$ 36,33,355 $-23.166$ 838,498 S20.23 GBTSFT TRUST CLIP1565 ASS 376 (39.966) 228,505 0.214.856 $-65,852,731$ 1.320 65,855.101

$\mathcal{A}^{\mathcal{A}}$

Consolidated Statements of Cash Flows

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

2015 2014
Cash flows from operating activities:
Income before taxes \$
846,557
2,614,419
Adjustments for:
Depreciation 684,885 791,209
Amortization 1,000,991 1,202,555
Valuation loss (gain) on derivative financial assets and liabilities 1,303,264 (1,988,511)
Interest expense 340,454 651,206
Interest income (227, 438) (283, 592)
Dividend income (249, 246) (131, 140)
Share-based compensation cost 131,912 350,285
Effects of exchange rate changes on bonds payable (103, 634) 200,218
Share of profits of associates and joint venture (529) (125, 629)
Loss (gain) on disposal of property, plant and equipment and
investment property, net 12,045 (65, 727)
Gain on disposal of intangible assets (24, 107)
Loss on disposal of subsidiaries 13,291
Gain on disposal of investments in associates (41, 495)
Gain on repurchase of bonds payable (446, 429)
Other investment loss (gain) (23, 613) 7,131
Intangible assets charged to cost of sale 2,174,851
Total profit and loss 2,398,555 2,754,652
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes and accounts receivable 10,994,704 2,913,298
Receivables from related parties (28,912) (1, 125)
Inventories 2,535,275 (1,087,115)
Other receivables and other current assets (110, 650) 533,462
Non-current accounts receivable 46,725
13,437,142
(45, 523)
2,312,997
Net changes in operating assets
Net changes in operating liabilities:
Notes and accounts payable (12,087,515) (392, 949)
Payables to related parties (3,379) 13,428
Other payables and other current liabilities (3,354,855) 153,180
Provisions (2,025,547) (1, 548, 319)
Other non-current liabilities 75,062 103,911
Net changes in operating liabilities (17,396,234) (1,670,749)
Total changes in operating assets and liabilities (3,959,092) 642,248
Cash provided by (used in) operations (713,980) 6,011,319
Interest received 227,762 283,326
Income taxes paid (379, 349) (671,046)
Net cash provided by (used in) operating activities (865, 567) 5,623,599

(Continued)

Consolidated Statements of Cash Flows

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

2015 2014
Cash flows from investing activities:
Purchase of available-for-sale financial assets (345,581) (70,000)
Proceeds from disposal of available-for-sale financial assets 52,261
Proceeds from capital return of available-for-sale investments 114,104 80,109
Additions to investments in associates (30, 552) (20, 462)
Proceeds from disposal of investments in associates 41,195
Proceeds from capital return of investments in associates 172,130
Additions to property, plant and equipment (267, 654) (228, 752)
Proceeds from disposal of property, plant and equipment and
investment property 57,138 590,954
Decrease (increase) in advances to related parties (267)
Additions to intangible assets (62, 930) (103, 873)
Proceeds from disposal of intangible assets 44,643
Decrease in other non-current financial assets and other non-current
assets 1,439 177,098
Dividend received 250,150 139,854
Net cash provided by (used in) investing activities (187, 249) 778,261
Cash flows from financing activities:
Increase (decrease) in short-term borrowings 2,267,377 (72,989)
Repayment of long-term debt (5,400,000) (1,800,000)
Issuance of new shares for cash 5,400,000
Repurchase of bonds payable (3,677,046)
Interest paid (194, 790) (260, 250)
Net cash used in financing activities (1,604,459) (2, 133, 239)
Effects of foreign exchange rate changes (279, 849) 306,367
Net (decrease) increase in cash and cash equivalents (2,937,124) 4,574,988
Cash and cash equivalents at beginning of year 47,558,651 42,983,663
Cash and cash equivalents at end of year 44.621.527
S
47,558,651

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$\bar{L}$

Independent Auditors' Report

The Board of Directors Acer Incorporated:

We have audited the accompanying non-consolidated balance sheet of Acer Incorporated (the "Company") as of December 31, 2015, and the restated non-consolidated balance sheet as of December 31, 2014, and the related non-consolidated statements of comprehensive income, restated changes in equity and cash flows for the years ended December 31, 2015 and 2014. These non-consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audits.

We conducted our audits in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects, the non-consolidated financial position of Acer Incorporated as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.

As described in Note 3 of the non-consolidated financial statements, starting January 1, 2015, the Company prepared the non-consolidated financial statements in accordance with International Accounting Standards 19 "Employee Benefits" of 2013 Taiwan-IFRS version endorsed by the Financial Supervisory Commission. Consequently, the non-consolidated financial statements as of and for the year ended December 31, 2014 have been restated retrospectively.

Taipei, Taiwan (the Republic of China) March 24, 2016

This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditor's report shall prevail.

Balance Sheets

December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

Assets 2015.12.31 2014.12.31
(Restated)
Current assets:
Cash and cash equivalents \$
23,536,375
25,624,848
Financial assets at fair value through profit or loss-current 517,062 698,713
Available-for-sale financial assets - current 51,755 95,479
Notes and accounts receivable, net 3,745,174 4,796,199
Accounts receivables from related parties 14,240,875 19,802,924
Other receivables 555,615 932,861
Other receivables from related parties 1,168,238 1,191,059
Current income tax assets 136,987 133,300
Inventories 9,077,380 10,703,379
Other current assets 376,664 513,832
Total current assets 53,406,125 64,492,594
Non-current assets:
Available-for-sale financial assets - non-current 2,053,437 2,919,472
Investments accounted for using equity method 74,254,478 74,278,673
Property, plant and equipment 1,470,937 1,679,960
Investment property 1,314,199 1,234,365
Intangible assets 552,978 666,744
Deferred income tax assets 15,900
Other non-current assets 228,680 250,048
Other financial assets - non-current 174,350 238,837
Total non-current assets 80,064,959 81,268,099
Total assets \$
133,471,084
145,760,693

(Continued)

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

Balance Sheets

December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

Liabilities and Equity 2014.12.31
2015.12.31 (Restated)
Current liabilities:
Short-term borrowings $\mathbb{S}$ 1,800,000
Financial liabilities at fair value through profit or loss - current 175,138 593,322
Notes and accounts payable 34,283,848 45,825,757
Accounts payables to related parties 76,579 119,258
Other payables 18,689,002 19,220,725
Other payables to related parties 219,135 212,790
Provisions-current 625,107 996,355
Current income tax liabilities 195,970 195,970
Current portion of bonds payable 5,966,431 3,634,818
Current portion of long-term debt 1,800,000 3,600,000
Other current liabilities 2,377,373 38,307
Total current liabilities 66,208,583 74,437,302
Non-current liabilities:
Bonds payable 5,880,437
Long-term debt 3,600,000
Deferred income tax liabilities 564,339 515,181
Other non-current liabilities 845,431 700,180
Total non-current liabilities 1,409,770 10,695,798
Total liabilities 67,618,353 85,133,100
Equity:
Common stock 30,854,428 27,965,678
Capital surplus 36,232,755 34,098,396
Retained earnings:
Legal reserve 93,166
Special reserve 838,498
Unappropriated earnings 520,235 903,649
Other reserves 228,505 845,908
Treasury stock (2,914,856) (3,186,038)
Total equity 65,852,731 60,627,593
Total liabilities and equity \$ 133,471,084 145,760,693

Statements of Comprehensive Income

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars, except earnings per share data)

2015 2014
Revenue \$ 196,086,936 246,625,093
Cost of revenue 187,687,155 239,132,261
Gross profit 8,399,781 7,492,832
Realized (unrealized) profit on intercompany sales 56,619 (30, 833)
Realized gross Profit 8,456,400 7,461,999
Operating expenses:
Selling expenses 3,491,812 4,713,967
Administrative expenses 895,457 997,501
Research and development expenses 1,797,859 1,741,319
6,185,128 7,452,787
Other operating income and loss - net 96,326 89,205
Operating income 2,367,598 98,417
Non-operating income and loss:
Other income 226,172 153,992
Other gains and losses - net 193,673 124,420
Finance costs (289, 169) (500, 143)
Share of profits (losses) of subsidiaries, associates and joint venture (1,827,113) 2,191,206
(1,696,437) 1,969,475
Income before taxes 671,161 2,067,892
Income tax expense 67,481 277,202
Net Income 603,680 1,790,690
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans
Share of other comprehensive loss of subsidiaries and associates
(75, 541)
(29, 692)
2,031
(58, 675)
Income tax benefit (expense) related to items that will not be
reclassified subsequently to profit or loss 12,842 (345)
(92, 391) (56,989)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 252,981 1,445,664
Change in fair value of available-for-sale financial assets (853, 678) 845,730
Share of other comprehensive income (loss) of subsidiaries and
associates (136,682) 203,710
Income tax benefit related to items that may be reclassified
subsequently to profit or loss 623 375
(736, 756) 2,495,479
Other comprehensive income (loss) for the year, net of tax (829, 147) 2,438,490
Total comprehensive income (loss) for the year \$ (225, 467) 4,229,180
Earnings per share (in New Taiwan dollars):
Basic earnings per share \$ 0.20 0.66
Diluted earnings per share ${\mathbb S}$ 0.20 0.63

Statements of Changes in Equity

For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)

$\sim$

Retained carnings Other reserves
Capital Legal Unappropriated
(accumulated
Earnings
translation
currency
Foreign
available-for-sale
Unrealized gain
(loss) from
of defined benefit
Remeasurements
of stock issued to
cost arising from
restricted shares
compensation
Uncarned
Balance at January 1, 2014 Common stock
28,347,268
49
43,707,727
surplus
10,012,168
reserve
Special reserve deficit) Total differences financial assets plans employees Total Treasury stock Total equity
6,126,774 (24, 464, 794) (8,325,852) (262.231) (1.163, 645) $\ddot{\phantom{0}}$ j (1.425.876) (6.054, 286) 56,248,981
Effects of retrospective restatements 4 (85,004) (85.004) 85,004 85,004 ı
Restated balance at January 1, 2014 28,347,268 43.707.72 10,012,168 6,126,774 (24, 549, 798) (8,410,856) (262.231) (1.163, 645) 85,004 (1,340,872) (6.054, 286) 56,248,981
Appropriation approved by the stockholders:
Decrease in capital surplus to offset accumulated deficits (8,325,852) 8,325,852 8,325,852
Decrease in legal reserve to offset accumulated deficits (10.012, 168) 10.012.168
Decrease in special reserve to offset accumulated deficits (3.460.642) 3,460.642
Reversal of special reserve (2,666,132) 2.666,132
Other changes in capital surplus:
Change in equity of investments in subsidiaries 168 168
Compensation cost arising from issuance of new shares
reserved for employee subscription
90.000 90,000
issuance of restricted shares of stock to employees 174,600 136,374 (310,974) (310.974)
Compensation cost arising from restricted shares of stock issued
to employees
59,264 59,264 59,264
Retirement of treasury stock (556, 190) (1,510,021) (802.037) (802,037) 2,868,248 ,
Net income in 2014 1,790,690 1,790,690 1,790,690
Other comprehensive income in 2014 ï ł 1,446,039 1,049,440 (56, 989) 2,438,490 $\bullet$ 2,438,490
Total comprehensive income in 2014 1,790,690 1,790,690 1,446,039 1,049,440 (56, 989) 2,438,490 1229.180
Restated Balance at December 31, 2014 27,965,678 34,098,396 903,649 903,649 1,183,808 (114, 205) 28,015 (251, 710) 845,908 (3,186,038) 60,627,593
Appropriation approved by the stockholders:
Legal reserve 93,166 (93, 166)
Special reserve 838,498 (838, 498)
Other changes in capital surplus:
Change in equity of investments in subsidiaries (4,662) (4,662)
Issuance of new shares for eash 3,000,000 2,400,000 5,400,000
Retirement of treasury stock (100.000) (115,752) (55, 430) (55, 430) 271,182
Retirement of restricted shares of stock issued to employees (11,250) 11,250
Compensation cost arising from restricted shares of stock issued
to employees
(156, 477) 211.744 211.744 55,267
Net income in 2015 603,680 603,680 $\mathbf{I}$ 603,680
Other comprehensive income in 2015 ٠ 253,604 (990, 360) (92,391) (829, 147) (829, 147)
Total comprehensive income in 2015 603,680 603,680 253,604 (990,360) (92,391) (829, 147) (225, 467)
Balance at December 31, 2015 30.854.428 36,232,755 93.166 838.498 520.235 1.451.899 1437.412 $-0.104,565$ (64.376) (39,966) 228,505 (2.914.856) 65,852,731

Statements of Cash Flows

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

2015 2014
Cash flows from operating activities:
Income before taxes \$
671,161
2,067,892
Adjustments for:
Depreciation 169,256 207,863
Amortization 152,318 233,563
Valuation loss (gain) on derivative financial assets and liabilities 263,973 (855, 130)
Interest expense 289,169 500,143
Interest income (68, 212) (56, 129)
Dividend income (157,960) (97, 863)
Share-based compensation cost 55,267 149,264
Effects of exchange rate changes on bonds payable (103, 634) 200,218
Share of losses (profits) of subsidiaries, associates and joint ventures 1,827,113 (2,191,206)
Gain on disposal of property, plant and equipment and investment
property, net
(230) (52, 527)
Gain on disposal of intangible assets (24, 107)
Other investment income (75, 615)
Unrealized (realized) profit on intercompany sales (56, 619) 30,833
Gain on repurchase of bonds payable (446, 429)
Total non-cash profit and loss 1,824,290 (1,930,971)
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes and accounts receivable 1,051,025 162,436
Receivables from related parties 5,562,049 (248, 620)
Inventories 1,604,385 1,679,761
Other receivables and other current assets 514,141 450,309
Net changes in operating assets 8,731,600 2,043,886
Net changes in operating liabilities:
Notes and accounts payable (11, 541, 909) 1,204,868
Payables to related parties (36, 334) (37, 350)
Other payables and other current liabilities 1,818,960 1,270,244
Provisions (371, 248) (477, 813)
Other non-current liabilities (10, 323) 5,670
Net changes in operating liabilities (10, 140, 854) 1,965,619
Total changes in operating assets and liabilities (1,409,254) 4,009,505
Cash provided by operations 1,086,197 4,146,426
Interest received 68,485 55,614
Income taxes paid (24, 445)
1,130,237
(19, 562)
4,182,478
Net cash provided by operating activities

(Continued)

Statements of Cash Flows

For the years ended December 31, 2015 and 2014

(in thousands of New Taiwan dollars)

2015 2014
Cash flows from investing activities:
Proceeds from disposal of available-for-sale financial assets 48,146
Proceeds from capital return of available-for-sale investment 83,550 72,975
Additions to investments in subsidiaries and associates (1,894,000) (706, 400)
Proceeds from capital return of investments in associates 38,703 375,779
Additions to property, plant and equipment (26,078) (20, 342)
Proceeds from disposal of property, plant and equipment and investment
property 1,687 381,220
Decrease (Increase) in advances to related parties 67,908 (606, 820)
Additions to intangible assets (52, 920) (93, 914)
Proceeds from disposal of intangible assets 44,643
Decrease (increase) in other non-current financial assets and other
non-current assets 26,668 116,565
Dividend received 428,936 2,900,643
Net cash provided by (used in) investing activities (1, 232, 757) 2,419,706
Cash flows from financing activities:
Increase in short-term borrowings 1,800,000
Repurchase of bonds payable (3,677,046)
Repayment of long-term debt (5,400,000) (1,800,000)
Issuance of new shares for cash 5,400,000
Interest paid (108,907) (137, 811)
Net cash used in financing activities (1,985,953) (1, 937, 811)
Net increase (decrease) in cash and cash equivalents (2,088,473) 4,664,373
Cash and cash equivalents at beginning of year 25,624,848 20,960,475
Cash and cash equivalents at end of year S 23,536,375 25,624,848

$\sim 10^{-10}$