ACER - AGM Information 2020 | FinancialReports.eu

Acer Inc.

Agenda of 2020 General Shareholders’ Meeting

( Translation )

Date: June 12, 2020 www.acer-group.com Venue: Aspire Resort

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

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Agenda of 2020 General Shareholders’ Meeting

Disclaimer

This is a translation of the 2020 General Shareholders’ Meeting Agenda of Acer Incorporated (the “Company”). The translation is intended for reference only and nothing else, the Company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the Agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.

ACER INCORPORATED (THE "COMPANY") Regulations for the Conduct of Shareholders’ Meeting

These Regulations shall govern the conduct of Shareholders’ Meetings of the Company.
Each shareholders or his/her/its proxy attending the Shareholders’ Meeting shall sign the attendance card for their attendance. The number of shares in attendance of the Shareholders’ Meeting shall be calculated based upon the number of shares signed in according to the attendance cards so submitted.
The attendance and votes at the Shareholders’ Meeting shall be based upon the number of shares in attendance. The shares in attendance shall be calculated in accordance with the attendance book or the attendance cards submitted, plus the shares exercising voting right by the way of electronic transmission.
The Shareholders’ Meeting shall be held at the location of the Company, or a place which is convenient for the shareholders to attend and proper for holding such meeting. The Shareholders’ Meeting shall be held no earlier than 9 a.m. and no later than 3 p.m. on the designated meeting date.
The Shareholders’ Meeting shall be called by the Board of Directors. The chairman of the Board of Directors shall preside over the meeting. If the chairman of the Board of Directors takes a leave or is not available for the meeting then the vice-chairman of the Board of Directors shall act on his/her behalf to preside over the meeting. If neither the chairman nor the vice-chairman of the Board of Directors is available for the meeting, or no vice-chairman is elected, the chairman shall designate a director of the Board of Directors to act on his/ her behalf to preside over the meeting. The Board of Directors shall elect a director to act on the chairman’s behalf if the chairman does not appoint a designee. In the event that a Shareholders’ Meeting is called by a person other than the Board of Directors who is entitled by law to call a Shareholders’ Meeting, that person shall preside over the meeting.
The Company may designate attorneys, certified-public-accountants, or relevant personnel to attend the Shareholders’ Meeting.
The Shareholders’ Meeting shall be recorded in their entirety by video or audio recording equipment, and such records shall be kept on file for one year following each such meeting.
The person who presides over the Shareholders’ Meeting shall call the meeting in session at the designated time of the meeting. However, such person may announce a postponement of the meeting if at the designated time shares in attendance fail to exceed half of the total issued and outstanding shares of the Company. Such a postponement of meeting shall not be made more than two times, with postponement(s) limiting to

one hour in aggregate. If, after second such postponement, shares in attendance are less than a quorum but more than one-thirds of the total issued and outstanding shares, the shareholders may proceed with such meeting pursuant to Article 175 of the Company Act to adopt provisional resolutions. Before the meeting is adjourned, if shares in attendance have reached a required quorum, the person presiding over the meeting may, pursuant to Article 174 of the Company Act, submit those provisional resolutions so adopted for a final resolution at the meeting.

If Shareholders’ Meeting is called by the Board of Directors, the Board of Directors shall set the agenda of the meeting. The meeting shall proceed in accordance with the agenda so set by the Board of Directors unless otherwise changed by a resolution adopted at the meeting. During the meeting, the person presiding over the meeting may allocate an appropriate amount of time for recess. Unless otherwise adopted by a resolution, the person presiding over the meeting may not adjourn the meeting prior to the end of the agenda of the meeting. If the person presiding over the meeting declares the adjournment of the meeting in a manner in violation of the applicable rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution adopted by a majority of the voting rights represented by the shareholders attending said meeting to continue the proceeding of the meeting.
A shareholder in attendance who wishes to make an oral statement at the Shareholders’ Meeting shall first submit an oral statement form, stating the gist of his/ her statement, his/her name and shareholder’s account number. The person presiding over the meeting shall determine the order to make such oral statements. Shareholder in attendance who submits an oral statement form but fail to make an oral statement shall be deemed to have not made any statement. In the event of any conflict between the contents of the oral statement form and the actual oral statement, the actual oral statement shall prevail. No shareholders shall interfere with the shareholder who is making oral statement in any way unless the chairman of the meeting or the speaking shareholder gives his/her consent. The person presiding over the meeting shall stop any such interference.
Unless otherwise approved by the person presiding over the meeting, each shareholder may make oral statements only twice for a same proposal or addressing matter under deliberation; and the length each oral statement shall not exceed 5 minutes. Otherwise, the person presiding over the meeting may stop the shareholder from making further statements.

Agenda of 2020 General Shareholders’ Meeting

A legal entity acting as a proxy for a shareholder to attend the meeting may appoint only one representative to attend the meeting. If more than one representatives are appointed by such legal entity to attend the meeting, only one person elected among them may make oral statements on the same proposal.
The person presiding over the meeting may reply to the oral statements, or may designate appropriate person to reply to the oral statements made by shareholders in attendance.
Approved by the General Shareholders’ Meeting held on May 15, 1990. First Amendment approved by the General Shareholders’ Meeting held on April 26, 1996.
- Second Amendment approved by the General Shareholders’ Meeting held on May 29, 1998.
- Third Amendment approved by the General Shareholders’ Meeting held on June 11, 2003.
- Fourth Amendment approved by the General Shareholders’ Meeting held on June 15, 2012.
The person presiding over the meeting may declare the suspension of discussing of a proposal as he/she may deem appropriate and may submit the proposal for adopting a resolution.
The person presiding over the meeting shall appoint persons among the shareholders in attendance to supervise the voting process. The person presiding over the meeting shall also appoint persons to count the votes. The result of the voting shall be announced immediately, and a record of the same shall be made accordingly.
Unless otherwise provided for in the Company Act or the Company’s Articles of Incorporation, a proposal may be adopted as a resolution by a majority of the shares in attendance voting in favor thereof. A resolution shall be deemed adopted if no opposition is raised when the person presiding over the meeting makes an oral inquiry to the shareholders concerning the acceptance of the same, and such resolution shall have the same effect as a voting by ballot.
The person presiding over the meeting shall determine the order of voting on amendment proposals or substituted proposals accompanying with their original proposals. As soon as one of those proposals is adopted as a resolution, other proposals in conflict regarding the same matter shall be deemed denied and shall require no further voting.
The person presiding over the meeting may direct monitors (or security guards) to maintain order at the meeting. Monitors (or security guards) shall wear a badge marked “SECURITY” or “MONITOR” when performing their duties at the meetings.
In the event of force majeure during the meeting, the person presiding over the meeting may suspend a meeting and may announce at a later time when the meeting shall be resumed as he/she deems appropriate; or the shareholders shall make a resolution at the meeting to resume the meeting within 5 days without the need to make any further written notices or published announcements to shareholders.
The applicable provisions of the Company Act and the Company’s Articles of Incorporation shall govern any matter not provided herein.
These Regulations and any amendments thereto, shall become effective upon approval by the shareholders.

TABLE OF CONTENT

A. Meeting Agenda	A. Meeting Agenda	5
1.	Report Items	6
2.	Election Items	7
3.	Proposed Items for Ratification and Discussion	8
4.	Extemporary Motion	13
B. Attachment		14
1.	Business Report for the Year 2019	14
2.	Audit Committee’s Review Report	16
3.	The Status of Shares-release of the Company's Certain Subsidiaries' Shares Which Will Be Listed on Taiwan Stock Exchange or Taipei Exchange	17
4.	The Resolution of Board of Directors and the Execution for Shares Buyback	19
5.	List of Director and Independent Director Candidates	20
6.	Financial Statements for the Year 2019	22
7.	Before and Revision Chart of Acer Incorporated Procedures Governing the Acquiring or Disposing of Assets	44
8.	Concurrent Positions of Director and Independent Director Candidates	48
C. Appendix		50
1.	Articles of Incorporation of Acer Incorporated	50
2.	Acer Incorporated Regulations Governing Election of Directors	56
3.	Acer Incorporated Procedures Governing the Acquiring or Disposing of Assets (Upon Being Amended)	58
4.	Impact of Stock Dividend Issuance on the Company’s Business Performance, Earnings per Share and Shareholder Return Rate	70
5.	Shareholdings of All Directors	71

Agenda of 2020 General Shareholders’ Meeting

A. Meeting Agenda

Time: 9:00 a.m., Friday, June 12, 2020

Venue: Aspire Resort

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

1. Report Items

(1) Business Report for the Year 2019
(2) Audit Committee’s Review 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 Directors and the Execution for Shares Buyback

2. Election Item

To Elect Seven Directors (Including Four Independent Directors) of the Company

3. Proposed Items for Ratification and Discussion

(1) Ratification Proposal of the Financial Statements and Business Report for the Year 2019
(2) Ratification Proposal of Profit Appropriation for the Year 2019
(3) To Approve the Proposal of Cash Distribution from the Capital Surplus
(4) To Approve the Proposal of Amendments to Acer’s Internal Rule: Procedures for Acquiring or Disposing of Assets
(5) To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives

4. Extemporary Motion

5. Meeting Adjourned

1. Report Items

(1) Business Report for the Year 2019

Explanatory Notes: Please refer to Attachment 1, pages 14 to 15.

(2) Audit Committee’s Review Report

Explanatory Notes: Please refer to Attachment 2, page 16.

(3) To Report the Execution of Employees’ Profit Sharing Bonus and Board Directors’ Compensation for the Year 2019 Explanatory Notes:
i. The Board of Directors approved the proposal of employees’ 2019 profit sharing bonus and Board Directors’ compensation on March 18, 2020. The employees’ profit sharing bonus and Board Directors’ compensation are to be distributed in cash.
ii. The total amount of employees’ 2019 profit sharing bonus is NT$138,000,000.
iii. The total amount of Board Directors’ 2019 compensation is NT$5,697,078.
(4) To Report on the Distribution of Cash Dividend for the Year 2019

Explanatory Notes:

i. Pursuant to Article 21 of the Article of Incorporation, the distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
ii. The total accumulative earnings available for appropriation is NT$1,366,138,542, and plan to distribute the cash dividend of NT$1,352,970,884 to the shareholders whose names and respective shares are in the shareholders’ register on the record date for ex-dividend, at a preliminary ratio of NT$0.44 per share. (Rounded down to NT$1.0 and the residue will be calculated and booked as the Company’s other income).
iii. The record date for ex-dividend is temporarily set on July 10, 2020, and the distribution date is set on August 6, 2020. Should the dates above be adjusted due to the amendment of laws or regulations, a request by competent authorities, authorize the Chairman with full power to adjust accordingly.
(5) To 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

Explanatory Notes: Please refer to Attachment 3, pages 17 to 18.

(6) To Report on the Resolution of Board of Directors and the Execution for Shares Buyback
Explanatory Notes: Please refer to Attachment 4, page 19.

Agenda of 2020 General Shareholders’ Meeting

2. Election Item

Proposal: To Elect Seven Directors (Including Four Independent Directors) of the Company. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Since the tenure of all current eight directors of the Company (including three independent directors) will expire in June 2020, it is to re-elect all directors (including three ordinary directors and four independent directors) at the General Shareholders’ Meeting this year in accordance with the Company’s Articles of Incorporation. The tenure of directors to be elected shall commence on June 12, 2020, for three-year term and are eligible for re-election. The Audit Committee will be constituted by all the independent directors, and the Remuneration Committee will be constituted by three or more independent directors.
(2) The List of Candidates for Directors and Independent Directors is attached as Attachment 5 which was nominated by the Board of Directors on March 18, 2020. (Please refer to pages 20 to 21).

Voting Result:

3. Proposed Items for Ratification and Discussion

Item 1

Proposal: Ratification Proposal of the Financial Statements and Business Report for the Year 2019. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Acer’s Financial Statements for the year 2019, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by CPA Huei-Chen Chang and CPA Tzu-Chieh Tang of KPMG.
(2) The Business Report for the year 2019 and the aforementioned financial statements are attached hereto as Attachment 1, pages 14 to 15 and Attachment 6, pages 22 to 43, which have been approved by the Audit Committee and by the Board of Directors via resolution.
(3) Please discuss.

Resolution:

Agenda of 2020 General Shareholders’ Meeting

Item 2

Proposal: Ratification Proposal of Profit Appropriation for the Year 2019. (Proposed by the Board of Directors)

Explanatory Notes:

(1) The statements of profit appropriation have been approved by the Audit Committee and resolved by the Board of Directors.
(2) The Statements of Profit Appropriation hereby are shown as follows.
(3) Please discuss.

Acer Incorporated 2019 Statement of Profit Appropriation

Acer Incorporated 2019 Statement of Proft Appropriation
Beginning Balance of Un-appropriated Retained Earnings Plus: 2019 Net Income after Tax Plus : Gain/Loss on Disposal from FVTOCI Financial Assets Deduct: Legal Reserve Deduct: Special Reserve Accumulative earnings available for appropriation Appropriation Items: Cash Dividends to Shareholders(✻) Ending Balance of Un-appropriated Retained Earnings	Unit: NT$ 5,577,294 2,632,565,199 29,939,151 (266,250,435) (1,035,692,667)
	1,366,138,542 (1,352,970,884)
	13,167,658

(✻)

Pursuant to Article 21 of the Company’s Article of Incorporation, the distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
The total amount of cash dividends to the shareholders is NT$1,352,970,884, which has been approved by the Board of Directors on March 18, 2020.

Chairman of Board: Corporate Officers: Accounting Officer: Jason Chen Jason Chen Sophia Chen Meggy Chen

Resolution:

Item 3

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 that a cash distribution of NT$1,014,728,163 be made from the capital surplus derived from the Company’s issuance of common stock above par value. The cash will be distributed to the shareholders according to the shares holding recorded in the shareholders’ registrar on the record date for ex-dividend, at a ratio of NT$0.33 per share (Rounded down to full NT dollar with the fractional amounts being aggregately recognized as the Company’s other income).
(2) Should the approved cash distribution ratio require any adjustment due to amendment of laws or regulations, request by competent authority, or any change of the numbers of the issued and outstanding shares, it is proposed that the General Shareholders’ Meeting authorize the Board of Directors with full power to adjust the distribution ratio.
(3) The record date for ex-dividend is temporarily set on July 10, 2020, and the distribution date is set on August 6, 2020. Should the dates above be adjusted due to the amendment of laws or regulations, a request by competent authorities, it is proposed the General Shareholders’ Meeting to authorize the Chairman with full power to adjust accordingly.
(4) Please discuss.

Resolution:

Agenda of 2020 General Shareholders’ Meeting

Item 4

Proposal: To Approve the Proposal of Amendments to Acer’s Internal Rule: Procedures for Acquiring or Disposing of Assets. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Based on “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the Financial Supervisory Commission, R.O.C. and according to the execution of IFRS 16 “Leases”, in order to formulate the layered authority management mechanism for acquiring and disposing right-of-use assets, it is proposed to amend the Company’s “Procedures Governing Acquiring or Disposing of Assets”. Please refer to Attachment 7, pages 44 to 47, for the “Comparison Table of Acer’s Procedures Governing Acquiring or Disposing of Assets Before and After Revision.”
(2) Please discuss.

Resolution:

Item 5

Proposal: To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives. (Proposed by the Board of Directors)

Explanatory Notes:

(1) Pursuant to Article 209 of the Company Act, a director engaging, either for himself or on behalf of another person, in activities that are within the scope of the company’s business, shall explain to the Shareholders’ Meeting the essential contents of such activities and obtain its approval for conducting such activities.
(2) It is proposed to request the General Shareholders’ Meeting to release the non-compete restrictions on newly-elected directors or their representatives, who participate in the operations of another company that engages in the same or similar business scope as the Company.
(3) Please refer to Attachment 8, pages 48 to 49, for the Concurrent Positions of Director and Independent Director Candidates.
(4) Please discuss.

Resolution:

Agenda of 2020 General Shareholders’ Meeting

4. Extemporary Motion

5. Meeting Adjourned

Attachment 1

Business Report

Dear Shareholders,

Acer has made significant progress with the dual transformation of our core business and new initiatives in 2019, and we are pleased to share with you key developments that demonstrate the forward-looking mindset of a sustainable company. Opportunities as well as challenges have arisen, in fact, the industry’s CPU supply issue that began in late 2018 persisted throughout 2019, and has been reflected in our consolidated revenues, which was down slightly year-over-year at NT$234.29 billion, with net income of NT$2.63 billion, and earnings per share (EPS) at NT$0.87.

The pursuits in technological innovation, broadening the boundaries of the PC business and new markets, and creating multiple growth engines are the foundations of Acer’s dual transformation. In the PC business we have focused on segments with growth opportunities, such as ultra-slim notebooks and gaming PCs. Our efforts have been rewarded with year-on-year growth for Acer gaming PC and ultrathin notebook shipments exceeding the industry (Source: FY2019, GfK & NPD), and ranking No. 2 in Taiwan patent applications with 565 filings – up 19% from the previous year.

At the same time, Acer’s corporate responsibility efforts have consistently been recognized by global sustainability indices that benchmark environmental, social and governance (ESG) performance of organizations. For the sixth consecutive year we have been listed in the Dow Jones Sustainability Indices (DJSI) Emerging Markets Index.

In the gaming field, Acer has created an ecosystem with powerful PCs and cool gadgets, esports events, and an esports social platform. Our flagship Predator PCs, and Predator Thronos gaming chair provide the ultimate gaming experience. We not only sponsored esports events but also hosted our own Asia Pacific Predator League with growing success. The 2019 tournament drew 3,530 teams who competed for months and battled for the championship in Thailand. The 2020 finals will bring the league to a higher level with almost 20,000 tickets sold already. Finally, Planet9 is our new brand and latest venture in gaming announced in September. Currently in open beta stage, it is an open community platform that allows players to build their team, train, and challenge for victory. Through esports, Acer will engage new audiences while bringing innovations and game-changing designs first to market.

In the PC business we have continued to challenge ourselves and innovate. We maintained our leading edge in the thin-andlight notebook segment with the Swift 5 as the world’s lightest 14-inch notebook, under 900 g. Worldwide, Acer gaming monitors ranked No. 1 (Q1-Q3 ’19, IHS). As we continue our leadership in these two segments, we unveiled a new brand of high-end PCs and monitors optimized for creators such as graphic designers, filmmakers, engineers, architects, developers and others. The pristine yet powerful ConceptD portfolio, with quiet operation and high color accuracy, has been hailed as the Windows comparison of the Apple Mac, as well as receiving more the 40 “Best of Show” accolades recently at the CES consumer show, reflecting the media’s positive reception of the brand.

Making up the other part of Acer’s dual transformation is our multiple business engines, which have kept their momentum and have seen viable growth, these include Acer Cyber Security, Acer Synergy Tech (AST), Weblink International, and Acer e-Enabling Service Business, and more. The strategy of listing our subsidiaries is also progressing accordingly. During the fourth

Agenda of 2020 General Shareholders’ Meeting

quarter, AST became listed on the emerging market of the Taipei Exchange, Weblink International began its public offering process, with more in the pipeline. These new businesses are also making steadily increasing contribution to Acer’s overall revenues.

Many of our new initiatives are making good progress. GadgeTek captured great international media attention with the launch in the Vatican of the “Click to Pray eRosary” smart wearable for the Catholic community, reaping 2500 media articles. In the biotech realm, we forged a cross-industry cooperation with Novartis Taiwan, where the companies will focus on artificial intelligence (AI) technology in areas such as clinical trial design, disease detection, and patient care integration. Acer and Novartis will benefit from each other’s global operations to bring smart medical products to markets, forming a win-win opportunity.

More exciting developments of our AI-based technologies include the indoor smart air monitor solution, developed by our AI research team in collaboration with experts in the field of air quality. Plans are in place to serve 1300 locations including schools in mid and southern Taiwan in 2020. Acer will provide a one-stop shop air quality improvement solution from detection, data analytics, reporting, solution, to maintenance. Also in the realm of smart cities, following the success of Taiwan’s first roadside Smart Parking Meter BOT project in Tainan by Acer ITS, more smart parking meters will be promoted to be implemented in other cities.

Without a doubt, Acer has so much under development and we are constantly seeking for new prospects. With your trust and support, Acer’s goal is to bring higher value to our customers, shareholders and employees, and to become an indispensable part of life. Thank you.

Chairman of Board Jason Chen

Corporate Officers Accounting Officer Jason Chen Sophia Chen Meggy Chen

Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, and the Proposal for profit appropriation. The CPA Huei-Chen Chang and Tzu-Chieh Tang 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 Proposal for profit appropriation 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: Ching-Hsiang, Hsu

March 18th, 2020

(Supplementary Note) The Communications between Independent Directors and Chief Internal Auditor:

In addition to internal audit monthly report to the Independent Directors, the Company Chief Internal Auditor also makes internal audit report in Audit Committee quarterly meeting, as well as discusses with the members of Audit Committee respect to the internal audit result and relative improvement. Furthermore, any unordinary or urgent case will be reported immediately to the members of Audit Committee.

Agenda of 2020 General Shareholders’ Meeting

Attachment 3

The Status of Shares-release of the Company's Certain Subsidiaries' Shares Which Will Be Listed on Taiwan Stock Exchange or Taipei Exchange

1. Acer Synergy Tech Corp. (6751.TW, “AST”)

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Date 2018.3 2019.5 2019.11
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				Purchased by recommend-
	Talents	attraction and	Operating capital require-	ed emerging market un-
Purpose and Mode	retention/ Employee stock		ment/ Capital increase by	derwriter under relevant
	option		cash	rules/ Sales and purchase of
				shares
Issue(Transfer)Price		NTD 10	NTD 22	NTD 27
Date of Audit Committee approved		2017.11.9	-	-
Date of Board approved		2018.11.9	2019.3.20	2019.11.6
Date of Shareholder meet- ing approved		-	2018.6.15	-
			AST employees, Acer
Subscriber/Transferee	AST employees		shareholders, Acer Group Employees, the specifc personnel who will subscribe within the scope that the aforesaid person abandon	Recommended emerging market underwriters, and Securities and Futures In- vestors Protection Center
			to subscribe.(Note)
Number of shares	630,000 shares		3,500,000 shares	501,000 shares
Acer’s Shareholdings before share-release		100%	91.74%	65.38%
Acer’s Shareholdings after share-release		91.74%	65.38%	60.88%
				The price will be determined
Bases of share price	The appraisal report issued by CPA for fair value		CPA report to the share price	after the negotiation among recommended emerging market underwriters, Acer
				and AST
Impact on Acer	Not harm to shareholders’		Not harm to shareholders’	Not harm to shareholders’
shareholders	rights and interests		rights and interests	rights and interests

Note: The relevant matters has been approved by Acer General Shareholder Meeting on June 15th, 2018. The specific subscriber will be, in general, the employees of subsidiaries which plan to be offered by public market, the employees of group companies, and a strategy investor or a financial investor who will benefit the Company’s development.

2. WEBLINK INTERNATIONAL INC. (6776.TW, “Weblink”)

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----- Start of picture text -----

Date 2018.11 2019.4 2019.7 2019.11 2020.3
----- End of picture text -----

					Purchased by
Purpose and Mode	Talents attraction and retention/ Employee stock option	Talents attraction and retention/ Employee stock option	To execute IPO plan/ Transfer shares	To execute IPO plan/ Transfer shares	recommended emerging market underwriter under relevant rules/ Sales and purchase
					of shares
Issue(Transfer) Price	NTD19	NTD19	NTD20	NTD19	NTD20
Date of Audit
Committee ap-	2018.5.9	2018.5.9	2018.11.7	2019.8.7	2018.8.8
proved
Date of Board approved	2018.5.9	2018.5.9	2018.11.7	2019.8.7	2018.8.8 2019.11.6
Date of Share-
holder meeting	107.6.15	107.6.15	2018.6.15	-	-
approved
Subscriber/Trans- feree	Weblink Employees	Acer Group Em- ployees	Specifc person- nel(Note)	The specifc per- sonnel who will subscribe within the scope that the aforesaid person abandon to sub- scribe (Note)	Recommended emerging market underwriters, and Securities and Futures Investors Protection Center
Number of shares	1,730,000 shares	1,299,000 shares	1,550,000 shares	19,110,712 shares	1,501,000 shares
Acer’s Share-
holdings before	99.79%	97.33%	95.48%	93.27%	67.36%
share-release
Acer’s Share-
holdings after	97.33%	95.48%	93.27%	67.36%	65.32%
share-release
Date	CPA report to the share price	CPA report to the share price	CPA report to the share price	Expert opinion which referring to the Company’s latest fnancial statements, the stock dividend, and CPA report	The price will be determined after the negotiation among recom- mended emerging market underwrit- er, Acer and We- blink
	Not harm to share-	Not harm to share-	Not harm to share-	Not harm to share-	Not harm to share-
Purpose and Mode	holders’ rights and	holders’ rights and	holders’ rights and	holders’ rights and	holders’ rights and
	interests	interests	interests	interests	interests

Agenda of 2020 General Shareholders’ Meeting

Attachment 4

The Resolution of Board of Directors and the Execution for Shares Buyback

In accordance with Article 28-2 of the Securities and Exchange Act.
The Board of Directors presented unanimously approve Shares Buyback on March 13, 2020. The resolution and implementation are as follows:
(1) Term of Buyback: The First Buyback in Year 2020
(2) Purpose of Buyback: To Maintain the Company’s Credit and Shareholders’ Equity
(3) Type of Shares Buyback: Common Share
(4) Announced Number of Shares to Buyback: 230,000,000 shares
(5) Announced Period of Buyback: From March 13, 2020 to May 5, 2020
(6) Announced Price Range of Buyback: NT$10.05 to NT$13.5, Shares Buyback continued if the market price was below the stated price range.
(7) Volume of Bought back: 27,080,000 shares
(8) Actual Period of Buyback: From March 13, 2020 to March 23, 2020
(9) Monetary Amount of Shares Bought back: NT$361,943,540
(10) Average Shares Buyback Price Per Share: NT$13. 37
(11) Number of Shares Had Been Written Off and Transferred: None
(12) Number of the Company Shares Held In Accumulation: 27,080,000 shares
(13) Number of The Company Shares Held In Accumulation Out of The Total Number Shares Issued (%): 0.88%

Attachment 5

List of Director and Independent Director Candidates

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Sharehold-
Academic All Current Position
Type Name Experience ings
Background (Note 1)
(Note 2)
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				1. Honorary Chairman and Director,
				Acer Inc.
				2. Independent Director, Taiwan
				Semiconductor Manufacturing
				Co., Ltd.
				3. Director, Nan Shan Life Insurance
				Co., ltd.
				4. Director, Hung Rouan Investment
				Corp. (✻)
				5. Director, Egis Technology Inc.
		MS in Elec-		6. Director, iD Innovation Inc. (✻)
Director	Stan Shih (Acct. No:0000002)	trical Engi- neering, National Chiao Tung	Co-Founder, Chairman President and CEO, Acer Group	7. Chairman, Dragon Investment Co., Ltd.(✻) 8. Director, CTS Inc. 9. Director, Rongxin Management	34,989,531 shares
		University		Consultants Co., Ltd. (✻)
				10. Director, Bingyu Co., Ltd. (✻)
				11. Chairman, Ambi Investment and
				Consulting Inc. (✻)
				12. Chairman, Stans Foundation (✻)
				13. Chairman, Acer Foundation (✻)
				14. Chairman, CLOUD GATE Founda-
				tion (✻)
				15. Director, NSFG Foundation(✻)
				16. Director, Chew’s Culture Founda-
				tion (✻)
				1. Chairman and CEO, Acer Inc.
Director	Jason Chen (Acct. No:0857788)	MS in Busi- ness Admin- istration, Missouri Columbia	Senior Vice President of Worldwide Sales and Marketing, TSMC	2. Chairman, Mu-Jin Investment Co., Ltd. (✻) 3. Chairman, Mu-Shi Investment Co., Ltd. (✻)	4,897,536 shares (note 3)
		University		4. Director, Supervisor or Manger,
				Acer Group
				1. Director, Acer Inc.
	Hung Rouan			2. Chairman, MAVs LAB. Inc.
Director	Investment Corp. Legal Rep- resentative : Maverick Shih (Acct.	Ph.D. in Electrical Engineering, University of Southern California	Acer BYOC General Manager	3. Director, Rongxin Management Consultants Co., Ltd. (✻) 4. Director, Dragon Investment Co., Ltd. (✻) 5. Director, Kiwi Technology Inc. 6. Supervisor, Allxon Inc. (✻)	73,629,933 shares
	No:0005978)			7. Director, Supervisor or Manger,
				Acer Group

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Sharehold-
Academic All Current Position
Type Name Experience ings
Background (Note 1)
(Note 2)
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					1. Chairman, eMemory Technology
					Inc.
					2. Chairman, iMQ Technology Inc.
					(✻)
					3. Chairman and President, PUFse-
			1.	Chairman, Research	curity Corp. (✻)
		Ph.D. in		Institute of Elec-	4. Director, SecuX Technology Inc.
	Ching-Hsiang	Electrical		tronics Engineering,	(✻)
Inde-	Hsu	Engineering,		Tsing-Hua Universi-	5. Director, Powerfash Technology
pendent	(Charles Hsu)	University of		ty	Corp. (✻)	0 share
Director	(Acct. No: 0916903)	Illinois at Ur- ban-Cham- paign	2.	Researcher, IBM T.J. Watson Research Center, State of New York, USA	6. Independent Director and Mem- ber of Remuneration Committee, Materials Analysis Technology Inc.
					7. Director, National Applied Re-
					search Laboratories (✻)
					8. Independent Director and Mem-
					ber of Remuneration Committee,
					Acer Inc.
					1. Independent Director, Delta
					Electronics, Inc.
		Ph.D. in Stra-			2. Independent Director, E.Sun
		tegic Man-	Professor of Interna-		Financial Holdings Co., Ltd.
Inde-	Ji-Ren Lee	agement,	tional Business, College		3. Independent Director, Vivotek
pendent	(Acct. No:	University of	of	Management, Na-	Inc.	0 share
Director	0857786)	Illinois at Ur-	tional Taiwan Universi-		4. Member of Remuneration Com-
		ban-Cham-	ty		mittee, Media Tek Inc.
		paign			5. Independent Director and Chair-
					man of Remuneration Commit-
					tee, Acer Inc.
Inde- pendent Director	San-Cheng Chang (Simon Chang) (Acct. No: 0157790)	Ph.D. in Civil and Environ- mental Engineer- ing, Cornell University	1. 2. 3.	Premier Chairman, Taiwan Mobile Foundation President, Institute for Biotechnology and Medicine Indus- try	1. Chairman, SanCode Education Foundation (✻) 2. President, Institute for Biotech- nology and Medicine Industry (✻)	530,322 shares
Inde- pendent Director	Yuri, Kure (Acct. No:1018823)	MS in Law, National Tai- wan Univer- sity	Lee and Li, Attor- ney-at-Law, Senior As- sociate-Japan Project Manager		None	0 share

Note 1: The mark of (✻) refers to Non-Publicly Traded Company. Note 2: Shareholdings as of April 14, 2020. Note 3: Including the shares of 2,264,056 which held by the investment company wholly owned by Mr. Jason Chen himself.

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Attachment 7

Acer Incorporated

Procedures Governing the Acquiring or Disposing of Assets

(Before and Revision Chart)

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After Revision	Before Revision	Reason for Revision

Article 4Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets 1. Acquisition or Disposal of Securities (1) For securities acquired or disposed of in the centralized exchange market or OTC exchange, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, and price reference, etc. to the in-charge department for the decision. (2) For securities not acquired or disposed of in the centralized exchange market or OTC exchange, the operating depart- ment shall submit items such as the rea- sons for the proposed acquisition or dis- posal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the in-charge department for the decision. 2. For acquisition or disposal of real estates, equipment, right-of-use assets of real estate, right-of-use assets of equipment, membership certificates, intangible as- sets, and assets acquired or disposed of by mergers, splits, acquisition or share trans- fer in accordance with laws, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterpar- ties, price of transfer, receipt and payment terms, and price reference, etc. to the in- charge department for the decision. 3. For evaluation of derivative products, the fnance manager shall hold periodic meet- ings with relevant persons examining op- erational strategies and performances. In principle, trading position and performanc- es shall be reported to the chief treasury ofcer weekly, reported to the chief fnan- cial officer monthly and reported to the ~~general manager~~ chief executive officer (equivalent chief manager) quarterly. (Omitted)	Article 4 Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets 1. Acquisition or Disposal of Securities (1) For securities acquired or disposed of in the centralized exchange market or OTC exchange, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, and price reference, etc. to the in-charge department for the decision. (2) For securities not acquired or disposed of in the centralized exchange market or OTC exchange, the operating depart- ment shall submit items such as the rea- sons for the proposed acquisition or dis- posal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the in-charge department for the decision. 2. For acquisition or disposal of real estates, equipment, right-of-use assets of real estate, right-of-use assets of equipment, membership certificates, intangible as- sets, and assets acquired or disposed of by mergers, splits, acquisition or share trans- fer in accordance with laws, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterpar- ties, price of transfer, receipt and payment terms, and price reference, etc. to the in- charge department for the decision. 3. For evaluation of derivative products, the finance manager shall hold periodic meetings with relevant persons examining operational strategies and performances. In principle, trading position and perfor- mances shall be reported to the chief trea- sury officer weekly, reported to the chief financial officer monthly and reported to the general manager quarterly. (Omitted)	Amended for real prac- tice of the company or- ganization.

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Article 5 Procedures for Approval of A c q u i s i t i o n o r D i s p o s a l of Assets (Omitted) 2.Amount and Level of Authorization In-charge department of the Company shall decide within its authority on the acquisi- tion and disposal of assets in the following situations; provided, however, that matters governed by Article 185 of the Company Act shall be approved by the shareholders’ meeting in advance: (1) Unless otherwise provided below, the acquisition or disposal of securities shall be approved by the Board of Directors before its execution: (a) the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$100 million, and said mat- ter is brought up to and ratifed by the Board of Directors later. (b) for acquisition or disposal of securities purchased and sold in the centralized exchange market or OTC exchange, the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$300 million, and said mat- ter is brought up to and ratifed by the Board of Directors later. (c) the finance manager is authorized to execute short-term idle fund to invest in short-term securities such as gov- ernment bond, domestic bond fund, financial debentures, monetary fund, and US Treasury Bond with each single transaction or the daily total amount not exceeding NT$300 million; the ap- proval of the head of treasury depart- ment is required for amount between NT300 million to 600 million; the approval of the chief fnancial ofcer is required for amount between NT$600 million and NT1.2 billion; the approval of the chief executive officer(equiv- alent chief manager)is required for amount between NT 1.2 billion and NT 1.5 billion; and the approval of the Company’s Chairman is required for amount exceeding NT$1.5 billion.	Article 5 Procedures for Approval of A c q u i s i t i o n o r D i s p o s a l of Assets (Omitted) 1.Amount and Level of Authorization In-charge department of the Company shall decide within its authority on the acquisi- tion and disposal of assets in the following situations; provided, however, that matters governed by Article 185 of the Company Act shall be approved by the shareholders’ meeting in advance: (1) Unless otherwise provided below, the acquisition or disposal of securities shall be approved by the Board of Directors before its execution: (a) the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$100 million, and said mat- ter is brought up to and ratifed by the Board of Directors later. (b) for acquisition or disposal of securities purchased and sold in the centralized exchange market or OTC exchange, the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$300 million, and said mat- ter is brought up to and ratifed by the Board of Directors later. (c) the finance manager is authorized to execute short-term idle fund to invest in short-term securities such as government bond, domestic bond fund, financial debentures, monetary fund, and US Treasury Bond with each single transaction or the daily total amount not exceeding NT$300 million; the approval of the head of treasury department is required for amount between NT300 million to 600 million; the approval of the chief financial of- ficer is required for amount between NT$600 million and NT1.2 billion; the approval of the chief executive ofcer is required for amount between NT 1.2 billion and NT 1.5 billion; and the ap- proval of the Company’s Chairman is required for amount exceeding NT$1.5 billion.	1. As above. 2. According to the dis- tinctive natures of real estate, right of use of real estate, and equipment or right of use of equipment, it is enacted different amounts and levels of authorization to favor management of the Company.

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	(2) The acquisition or disposal of real estate ~~or right-of-use assets of real estate~~ shall be approved by the Board of Directors before its execution, except that the Company’s Chairman is authorized by the Board of Directors to execute project of which the amount is less than NT$50 million and be brought up to and ratifed by the Board of Directors later. (3) The acquisition or disposal of right- of-use assets of real estate shall be approved by the Board of Directors with the amount is more than NT$300 million; the approval of the Company’s Chairman i s re quire d for amount bet we e n NT$100 million and NT$300 million (not exceeding); the approval of the (equivalent chief manager) is required for amount between NT$50 million and NT$100 million (not exceeding); the chief officers(equivalent managers) who directly report to chief executive officer are authorized to execute the acquisition or disposal of right-of-use assets of real estate with the amount not reaching NT$50 million. (4)~~(3)~~ The acquisition or disposal of equip- ment or right-of-use assets of equip- ment which the amount is above NT$100 million,~~decided by the Company’s~~ ~~Chairman before its execution, except~~ ~~that the transaction of~~ ~~s~~hall be approved by the Board of Directors, and which the amount is not exceeding NT$100 million, shall be executed in accordance with the Company’s Internal Control Systems to management of assets and relevant rules.. (5)~~(4)~~ ~~R~~egulations are enacted, in accor- dance with the Company’s development of turnover and variation of risk position, for the process of the license of acquisi- tion or disposal of derivative products. (6)~~(5)~~ ~~T~~he acquisition or disposal of patent rights, copyrights, trademark rights, franchise rights, and other intangible assets shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be ap- proved by the Board of Directors.	(2) The acquisition or disposal of real estate or right-of-use assets of real estate shall be approved by the Board of Directors before its execution, except that the Company’s Chairman is authorized by the Board of Directors to execute project of which the amount is less than NT$50 million and be brought up to and ratifed by the Board of Directors later. (3) The acquisition or disposal of equipment or right-of-use assets of equipment shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$100 million shall be approved by the Board of Directors. (4) Regulations are enacted, in accordance with the Company’s development of turnover and variation of risk position, for the process of the license of acquisi- tion or disposal of derivative products. (5) The acquisition or disposal of patent rights, copyrights, trademark rights, franchise rights, and other intangible assets shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be ap- proved by the Board of Directors.

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(7)~~(6)~~ ~~T~~he following transactions between the Company, its Subsidiary, or its sub- sidiaries in which the Company holds, directly or indirectly, 100% of the shares outstanding or total capital shall be de- cided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be approved by the Board of Directors: (a) acquisition or disposal of equipment or right-of-use assets of equipment for business use. (b) acquisition or disposal of right-of-use assets of real estate for business use. (Omitted)	(6) The following transactions between the Company, its Subsidiary, or its subsidiar- ies in which the Company holds, directly or indirectly, 100% of the shares out- standing or total capital shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be approved by the Board of Directors: (a) acquisition or disposal of equipment or right-of-use assets of equipment for business use. (b) acquisition or disposal of right-of-use assets of real estate for business use. (Omitted)
Article 29 (Omitted) The tenth amendment was enacted on June 12, 2020.	Article 29 (Omitted)	Added the date of ap- proval of shareholder’s meeting.

Attachment 8

Concurrent Positions of Director and Independent Director Candidates

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Type Name All Current Position (Note)
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Type	Name	All Current Position (Note)

Director	Stan Shih (Acct. No: 0000002)	1. Honorary Chairman and Director, Acer Inc. 2. Independent Director, Taiwan Semiconductor Manufacturing Co., Ltd. 3. Director, Nan Shan Life Insurance Co., ltd. 4. Director, Hung Rouan Investment Corp. (✻) 5. Director, Egis Technology Inc. 6. Director, iD Innovation Inc. (✻) 7. Chairman, Dragon Investment Co., Ltd. (✻) 8. Director, CTS Inc. 9. Director, Rongxin Management Consultants Co., Ltd. (✻) 10. Director, Bingyu Co., Ltd. (✻) 11. Chairman, Ambi Investment and Consulting Inc. (✻) 12. Chairman, Stans Foundation (✻) 13. Chairman, Acer Foundation (✻) 14. Chairman, CLOUD GATE Foundation (✻) 15. Director, NSFG Foundation (✻) 16. Director, Chew’s Culture Foundation (✻)
Director	Jason Chen (Acct. No: 0857788)	1. Chairman and CEO, Acer Inc. 2. Chairman, Mu-Jin Investment Co., Ltd. (✻) 3. Chairman, Mu-Shi Investment Co., Ltd. (✻) 4. Director, Supervisor or Manger, Acer Group
Director	Hung Rouan Investment Corp. Legal Representa- tive: Maverick Shih (Acct. No: 0005978)	1. Director, Acer Inc. 2. Chairman, MAVs LAB. Inc. 3. Director, Rongxin Management Consultants Co., Ltd. (✻) 4. Director, Dragon Investment Co., Ltd. (✻) 5. Director, Kiwi Technology Inc. 6. Supervisor, Allxon Inc. (✻) 7. Director, Supervisor or Manger, Acer Group
Independent Director	Ching Hsiang Hsu (Charles Hsu) (Acct. No:0916903)	1. Chairman, eMemory Technology Inc 2. Chairman, iMQ Technology Inc. (✻) 3. Chairman and President, PUFsecurity Corp. (✻) 4. Director, SecuX Technology Inc. (✻) 5. Director, Powerfash Technology Corp. (✻) 6. Independent Director and Member of Compensation Committee, Ma- terials Analysis Technology Inc. 7. Director, National Applied Research Laboratories (✻) 8. Independent Director and Member of Compensation Committee, Acer Inc.

Agenda of 2020 General Shareholders’ Meeting

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	Name	Name

Independent Director	Ji-Ren Lee (Acct. No: 0857786)	1. Independent Director, Delta Electronics, Inc. 2. Independent Director, E.Sun Financial Holdings Co., Ltd. 3. Independent Director, Vivotek Inc. 4. Member of Compensation Committee, Media Tek Inc. 5. Independent Director and Chairman of Compensation Committee, Acer Inc.
Independent Director	San-Cheng Chang (Simon Chang) (Acct. No: 0157790)	1. Chairman, SanCode Education Foundation (✻) 2. President, Institute for Biotechnology and Medicine Industry (✻)
Independent Director	Yuri, Kure (Acct. No:1018823)	None

Note: The mark of (✻) refers to Non-Publicly Traded Company

Appendix 1 Acer Incorporated Articles of Incorporation

CHAPTER I – GENERAL PROVISIONS

Article 1 This Company shall be incorporated in accordance with the Company Law, and its name shall be 宏碁股份有限公司 in the Chinese language, and Acer Incorporated in the English language. Article 2 The scope of business of this Company shall include the following: (1) F113050 Wholesale of Computing and Business Machinery Equipment; (2) F213030 Retail Sale of Computing and Business Machinery Equipment; (3) F118010 Wholesale of Computer Software; (4) I301010 Software Design Services; (5) I301020 Data Processing Services; (6) G902011 Type II Telecommunications Enterprise; (7) F401010 International Trade; (8) JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops (9) JE01010 Rental and Leasing Business; (10) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing (11) CC01070 Telecommunication Equipment and Apparatus Manufacturing; (12) CC01110 Computers and Computing Peripheral Equipment Manufacturing (13) CD01060 Aircraft and Parts Manufacturing; (14) E701030 Restrained Telecom Radio Frequency Equipment and Materials Construction; (15) F401021 Restrained Telecom Radio Frequency Equipment and Materials Import; (16) F113070 Wholesale of Telecom Instruments; (17) IZ13010 Internet Identify Services; (18) F108031 Wholesale of Drugs, Medical Goods; (19) F208031 Retail Sale of Medical Equipments; (20) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 This Company may, for its business operations or other investment matters, make endorsements or issue guarantees.

Article 4 The total amount of investment made by this Company shall be exempt from the restriction under Article 13 of the Company Law.

Agenda of 2020 General Shareholders’ Meeting

Article 5 The headquarters of this Company shall be located in Taipei City, Taiwan, R.O.C. If the Company considers it necessary, it may, by a resolution adopted at a meeting by the board of directors, set up branch offices in Taiwan or abroad.

CHAPTER II – CAPITAL STOCK

Article 6 The total amount of this Company capital stock is NT$ forty (40) billion divided into 4 billion shares at par value of NT$10 per share, within which the board of directors is authorized to issue shares in installments. NT$ two and half billion of the aforesaid total capital stock, divided into 250 million shares each at a par value of NT$10, is reserved for exercising stock options. Article 6-1 When this Company issues employee stock options, transfers treasury stock to employees, issues new shares reserved for subscription by employees, and issues restricted stock for employees, the employees of subsidiaries of this Company may be included. Qualification requirements of the employees who are entitled to receive it may be set and specified by the Board of Director. To issue employee stock options that the exercise price may be lower than the closing price of this Company stocks as of the issue date, this Company must have obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. To transfer shares to employees at less than the average actual repurchase price, this Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares. Article 7 After approval for registration, the share certificates of this Company shall be issued in registered form, signed by, and affixed with the seals of, at least three directors of this Company, and authenticated by the competent registrar. Article 8 All matters concerning shares shall be handled in accordance with the regulations of the competent authority except as otherwise provided by law.

To issue employee stock options that the exercise price may be lower than the closing price of this Company stocks as of the issue date, this Company must have obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares.

CHAPTER III – SHAREHOLDERS’ MEETINGS

Article 9 Shareholders’ meetings of this Company are classified into (1) regular meetings and (2) special meetings. The board of directors shall convene regular meetings within six months after the close of each fiscal year. Special meetings shall be convened, whenever deemed necessary in accordance with the law. Article 10 Where a shareholder is unable to attend a meeting; such shareholder may appoint a proxy by using the proxy form provided by this Company, which shall specify the scope of proxy and be signed and sealed by the shareholder. Where one person has been appointed to act as proxy for more than two shareholders, unless such person is engaged in the trust business, the votes exercised by such person which exceeding three percent (3%) of all the issued and outstanding capital stock of this Company shall not be counted. The above-mentioned proxies shall be delivered to this Company five (5) days before the shareholders’ meeting. In such a case, only the proxy received earlier shall be effective. Article 11 Except as otherwise provided by the Company Law, a resolution may be adopted by the holders of a simple majority of the votes of the issued and outstanding capital stock represented at a shareholders’ meeting at which the holders of a majority of issued and outstanding capital stock are present.

CHAPTER IV – DIRECTORS AND COMMITTEE

Article 12 This Company shall have seven (7) ~ eleven (11) directors, to be elected from the nominees listed in the roster of director with the candidate nomination system. The term of office for directors and supervisors shall be three (3) years. The directors are eligible for re-election. The total capital stock held by all directors shall not be less than the percentage provided by the competent authority. The Company may buy the Responsibility Insurance for the Directors who have to be responsible for the damages caused by their duties.

The Company shall establish three (3) or more independent directors to be included in the number of directors designated in the preceding paragraph. The elections for independent directors shall proceed with the candidate nomination system; the shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates.

Article 12-1 The Company shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of Supervisors specified under the ROC Company Law, Securities and Exchange Act and other relevant laws and regulations.
Article 13 The Board of Directors shall consist of directors of the company, and the chairman of the Board of Directors shall be elected by a majority of directors in attendance at a meeting attended by over two-thirds of the Board of Directors. The chairman of the Board of Directors shall represent this Company in external matters. The Board of Directors shall place any kinds of committee includes and so on.

The meeting of the Board of Directors shall be convened in accordance with the Company Law and relevant regulations of competent authority; the notice of the meeting may be made by electronic mail or facsimile transmission.

Article 14 The board of directors shall have the following authority:

(1) To audit and supervise annual operation plan,
(2) To determine the budget and review final accounts,
(3) To propose earnings appropriation or make up for loss,
(4) To propose increase or decrease capital plan,
(5) To consider significant capital expenditure plans,
(6) To establish branch offices or terminate branch offices,
(7) To propose and discuss amendments to the Articles of Incorporation,
(8) To decide important contracts or other important matters,
(9) To decide whether to invest in other business or whether to dispose of shares of investment business,
(10) To review the major dealings between the Company its related partners (including affiliated companies),
(11) To appoint or remove the president and/or the vice president,
(12) To dispose of or purchase important property and approve the bylaws, and
(13) Other authorities granted by shareholders or in accordance with the law.

Agenda of 2020 General Shareholders’ Meeting

Article 15 Where the chairman of the board of directors is on leave or cannot exercise his powers or perform his duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Law. Where a director is unable to attend the meeting of the board of directors, he may appoint another director as his proxy to attend the meeting by issuing a letter of proxy. Each director can act as a proxy for only one other director. Article 16 Unless otherwise provided for in the Company Law, resolutions of the board of directors shall be adopted by one-half of the directors at a meeting attended by one-half of the directors. Article 16-1 The Board of Directors is authorized to determine the compensation recommended by the Remuneration 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.

Where there is profit in each fiscal year, after covering the accumulated losses, not more than eight thousandths (8‰) 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.

CHAPTER V – MANAGERS

Article 17 This Company may have one CEO, several presidents and vice presidents. The appointment, removal, and compensation of the president and vice presidents shall be made in accordance with Article 29 of the Company Law.

CHPATER VI – ACCOUNTING

Article 18 At the end of each business fiscal year, the following reports shall be prepared by the board of directors, and shall be submitted to the shareholders’ meeting for approval:

Business Report; 2. Financial Report; 3. Proposal of Appropriation of Net Profit or the Covering of Losses. Article 19 As the industry prosperity and the trends rapidly changed, the dividends strategy of the Company depends on yearly earnings and external environments, therefore, cash dividends of this Company shall be distributed at least ten percent of yearly dividends for complying with related regulations. Article 20 Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 4% of the profit shall be distributed as employees’ compensation.

The employees’ compensation in the previous section may be distributed in the form of either cash or stock bonus, and may be distributed to the employees of subsidiaries of this Company. Qualification requirements of the employees who are entitled to receive the employees’ compensation may be specified by the Board of Directors.

Article 21 Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes, making 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. Thereafter, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accordance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no profit.

The distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by twothirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

CHAPTER VII – SUPPLEMENTARY PROVISIONS

Article 22 The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation. Article 23 These Articles of Incorporation were approved on June 19, 1979 The first amendment was approved on December 17, 1980 The second amendment was approved on September 10, 1981 The third amendment was approved on August 10, 1983 The fourth amendment was approved on September 2, 1983 The fifth Amendment was approved on May 10, 1985 The sixth amendment was approved on August 1, 1985 The seventh amendment was approved on October 1, 1986 The eighth amendment was approved on April 2, 1987 The ninth amendment was approved on November 15, 1987 The tenth amendment was approved on March 15, 1989 The eleventh amendment was approved on April 26, 1989 The twelfth amendment was approved on October 15, 1989 The thirteenth amendment was approved on November 22, 1989 The fourteenth amendment was approved on February 23, 1990 The fifteenth amendment was approved on May 15, 1990 The sixteenth amendment was approved on August 1, 1990 The seventeenth amendment was approved on December 27, 1990 The eighteenth amendment was approved on June 22, 1991 The nineteenth amendment was approved on December 10, 1991 The twentieth amendment was approved on June 10, 1992 The twenty-first amendment was approved on October 23, 1992 The twenty-second amendment was approved on February 17, 1993 The twenty-third amendment was approved on May 31, 1993 The twenty-fourth amendment was approved on March 24, 1994 The twenty-fifth amendment was approved on April 26, 1996 The twenty-sixth amendment was approved on April 26, 1996

Agenda of 2020 General Shareholders’ Meeting

The twenty-ninth amendment was approved on May 28, 1999 The thirtieth amendment was approved on May 23, 2000 The thirty-first amendment was approved on May 17, 2001 The thirty-second amendment was approved on December 17, 2001 The thirty-third amendment was approved on June 19, 2002 The thirty-fourth amendment was approved on June 17, 2004 The thirty-fifth amendment was approved on June 14, 2005 The thirty-sixth amendment was approved on June 15, 2006 The thirty-seventh amendment was approved on June 14, 2007 The thirty-eighth amendment was approved on June 13, 2008 The thirty-ninth amendment was approved on June 18, 2010

The fortieth amendment was approved on June 15, 2012

The forty-first amendment was approved on June 19, 2013. These amendments to Acer’s Articles of Incorporation shall be enforced and applied from June 2014 of expiration of the term currently being served by the Board of Directors or Supervisors

The forty-second amendment was approved on June 18, 2014

The forty-third amendment was approved on June 24 , 2016

The forty-fourth amendment was approved on June 14 , 2019

Appendix 2 Acer Incorporated

Regulations Governing Election of Directors

Article	1	Unless otherwise prescribed by the Company Law, relevant laws and regulations, or the Company’s Arti-
		cles of Incorporation, these Regulations shall govern the election of the Company’s directors.
Article	2	Company’s directors shall be elected from those shareholders who are on the candidate list for director
		positions announced by the Company by adopting the candidate nomination system.
Article	3	Company’s directors shall be elected through cumulative voting.
Article	4	When electing the Company’s directors, each share shall be entitled to one vote for each director to be
		elected. The holder of the shares may cast all votes for one candidate, or may distribute the votes among
		several candidates.
Article	5	The candidates for independent directors or non-independent directors who receive the most votes for
		the position of director, with voting rights separately calculated for independent and non-independent
		director positions, shall win the election separately, and such number shall be in compliance with the
		number of positions for director provided for in the Articles of Incorporation. In the event two or more
		candidates receive the same number of votes beyond a quota, the winner shall be determined by drawing
		lots. One lot may be drawn by the chairman for each of the absentees.
Article	6	(Deleted)
Article	7	The board of directors shall, upon preparing the ballots, have the ballots numbered in a series and enter
		the voting power on each ballot.
Article	8	During the election, the chairman shall appoint vote inspectors and vote counters from among the
		shareholders in attendance to take charge of inspecting and counting the votes.
Article	9	A ballot box shall be provided by the board of directors and shall be kept in public view by the monitor
		before the vote.
Article	10	Voters shall fill in candidate’s name and shareholder’s account number on the ballot, and if candidate
		is not a shareholder, the candidate’s ROC Identification Card Number (or for foreigner candidates, the
		candidate’s passport number); voters shall drop the ballots into the ballot box. In the event a legal entity
		is a candidate, both the full registered name of the legal entity and the name of its legal representative
		shall be entered on the ballot.
Article	11	A ballot shall be null and void if such ballot:
		1. Is not dropped into the ballot box;
		2. Is not on a ballot prepared by the Company;
		3. Is not filled out by voter and is blank;
		4. Contains the name of a candidate who is a shareholder, but his or her shareholder’s account number
		and the name under which the shares are registered, do not comply with the register of shares;
		5. Contains any words or notations other than the candidate’s name or the shareholder’s account
		number;
		6. Contains any alteration to the candidate’s name, shareholder’s account number, and voting power;
		7. Contains words or marks which are illegible or unrecognizable; or

Contains the name of a candidate, but fails to list the shareholder’s account number, or his or her ROC Identification Card Number (or Passport Number) so as to identify such person.

Article 12 The vote inspector and vote counter shall monitor the opening of the ballots, and the chairman shall announce the results immediately thereafter.

Agenda of 2020 General Shareholders’ Meeting

Article 13 These Regulations and any amendments hereto shall enter into force when approved by a resolution at a Shareholders’ Meeting.

Article 14 These regulations were enacted on February 17, 1993 The first amendment was made on December 17, 2001 The second amendment was made on June 19, 2002 The third amendment was made on June 18, 2014

Appendix 3 Acer Incorporated Procedures Governing the Acquiring or Disposing of Assets (Upon Being Amended)

Article 1 Purpose and Legal Basis

To enhance the management of the Company’s “Procedures Governing Acquiring or Disposing of Assets,” these Procedures are adopted and amended in accordance with the Securities and Exchange Law, “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and relevant laws and regulations.

Article 2 Scope of “assets” as used in these Procedures is as follows:

Investments in stocks, government bonds, corporate bonds, financial debentures, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities, etc.
Real estate (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
Membership certificates.
Intangible assets, such as patent right, copyright, trademark right, franchise, etc.
Right-of-use assets.
Derivative products.
Assets acquired or disposed by mergers, splits, acquisition or share transfer in accordance with laws.
Other major assets.

Article 3

Definition

Terms used in these Procedures are defined as follows; any term is not defined herein, it shall be had the same definition in accordance with Securities and Exchange Act, Regulations Governing the Acquisition and Disposal of Assets by Public Companies and related rules:

“Derivative Products”: means forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, hybrid contracts combining the above contracts, or hybrid contracts or structured products containing embedded derivatives, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rates, index of prices or rates, indexes, credit rating or credit index, or other variable. The term “forward contracts” does not include insurance contracts, fulfillment contracts, after-sales service contracts, long-term leasing contracts and long-term purchase (sale) contracts.
“Assets Acquired or Disposed Through Mergers, Splits, Acquisitions or Share transfer Pursuant to Laws”: means assets acquired or disposed through mergers, splits, acquisitions in accordance with the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts or, or to share transfer from another company through issuance of the Company’s new shares as the consideration therefor (hereinafter “share transfer”) under Article 156-3 of the Company Act.
“Related Party” and “Subsidiary”: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Agenda of 2020 General Shareholders’ Meeting

“Professional appraiser”: refers to a real property appraiser or other person duly authorized by an act of law to engage in the value appraisal of real property or equipment.
“Date of occurrence of the event”: means the date of contract signing, date of payment, date of consignment trading, date of transfer, date of resolution of Board of Directors, or other date which can confirm the counterparty and trading amount, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
“Mainland area investment”: refers to investments in China approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

Article 4 Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets

1.[Acquisition or Disposal of Securities]

(1) For securities acquired or disposed of in the centralized exchange market or OTC exchange, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, and price reference, etc. to the in-charge department for the decision.
(2) For securities not acquired or disposed of in the centralized exchange market or OTC exchange, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the in-charge department for the decision.

2.[For acquisition or disposal of real estates, equipment, right-of-use assets of real estate, right-of-use ] assets of equipment, membership certificates, intangible assets, and assets acquired or disposed of by mergers, splits, acquisition or share transfer in accordance with laws, the operating department shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the incharge department for the decision.

3.[For evaluation of derivative products, the finance manager shall hold periodic meetings with relevant ] persons examining operational strategies and performances. In principle, trading position and performances shall be reported to the chief treasury officer weekly, reported to the chief financial officer monthly and reported to the general manager quarterly.

4.[The appraisal reports to the Company or any subsidiaries which shall comply with these Procedures, ] opinions provided by certified public accountant, attorney, or securities underwriter, the requirements to professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters, and the process when issuing an appraisal report or opinion, shall comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and related regulations.”

5.[Relevant operations for acquisition or disposal of assets shall be handled in accordance with the ] Company’s regulations relating to the internal control system.

Article 5 Procedures for Approval of Acquisition or Disposal of Assets

1.[Methods and the Reference Basis for the Decision on Price]

(1) For securities purchased and sold in the centralized exchange market or OTC exchange, the price shall be determined according to market price at the time of transaction. For securities not acquired or disposed of in the centralized exchange market or OTC exchange, the price shall be determined by reference to net worth per share, profitability, potential for future development, and then transaction price.
(2) The acquisition or disposal of real estate, equipment, right-of-use assets of real estate, or right-of-use assets of equipment shall be carried out by price comparison, price negotiation, or bidding. As to the price of real estate, it shall be determined by reference to the publicly announced current value, appraised current value, and actual transaction price in the vicinity.
(3) For acquisition or disposal of membership certificate, the price shall be comprehensively evaluated by reference to future anticipated added-value and produced benefit.
(4) For acquisition of disposal of intangible assets such as patent right, copyright, trademark right, and franchise, the price shall be determined by reference to elements such as future anticipated profit, levels of technology development and innovation, legal protected conditions, circumstances of license and implementation, production cost or implementation cost, in addition thereto, the relevant elements of right owners and licensees shall also be overall considered.

2.[Amount and Level of Authorization]

In-charge department of the Company shall decide within its authority on the acquisition and disposal of assets in the following situations; provided, however, that matters governed by Article 185 of the Company Act shall be approved by the shareholders' meeting in advance:

(1) Unless otherwise provided below, the acquisition or disposal of securities shall be approved by the Board of Directors before its execution:
- (a) the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$50 million, and said matter is brought up to and ratified by the Board of Directors later.
- (b) for acquisition or disposal of securities purchased and sold in the centralized exchange market or OTC exchange, the Company’s Chairman is authorized by the Board of Directors to decide and execute project of which amount is within NT$300 million, and said matter is brought up to and ratified by the Board of Directors later.
- (c) the finance manager is authorized to execute short-term idle fund to invest in short-term securities such as government bond, domestic bond fund, financial debentures, monetary fund, and US Treasury Bond with each single transaction or the daily total amount not exceeding NT$300 million; the approval of the head of treasury department is required for amount between NT300 million to 600 million; the approval of the chief financial officer is required for amount between NT$600 million and NT1.2 billion; the approval of the chief executive officer is required for amount between NT 1.2 billion and NT 1.5 billion; and the approval of the Company’s Chairman is required for amount exceeding NT$1.5 billion.
(2) The acquisition or disposal of real estate or right-of-use assets of real estate shall be approved by the Board of Directors before its execution, except that the Company’s Chairman is authorized by the Board of Directors to execute project of which the amount is less than NT$50 million and be brought up to and ratified by the Board of Directors later.
(3) The acquisition or disposal of equipment or right-of-use assets of equipment shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$100 million shall be approved by the Board of Directors.
(4) Regulations are enacted, in accordance with the Company’s development of turnover and variation of risk position, for the process of the license of acquisition or disposal of derivative products.
(5) The acquisition or disposal of patent rights, copyrights, trademark rights, franchise rights, and other intangible assets shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be approved by the Board of Directors.
(6) The following transactions between the Company, its Subsidiary, or its subsidiaries in which the Company holds, directly or indirectly, 100% of the shares outstanding or total capital shall be decided by the Company’s Chairman before its execution, except that the transaction of which the amount is above NT$300 million shall be approved by the Board of Directors:
- (a) acquisition or disposal of equipment or right-of-use assets of equipment for business use.
- (b) acquisition or disposal of right-of-use assets of real estate for business use.

3.[Operating Department]

Finance department is the operating department for securities and derivative product investments; the using department and relevant in-charge departments are the operating departments for investments in real estate, equipment, right-of-use assets of real estate, right-of-use assets of equipment, intangible assets, membership certificate and assets acquired or disposed of through mergers, splits, acquisition or share transfer.

Agenda of 2020 General Shareholders’ Meeting

Article 6

The Standards for Public Announcement

1.[For acquisition or disposal of the Company's assets as provided below, the Company shall announce ] the same at the website designated by the Competent Authority in a form stipulated by the Competent Authority based on its nature, within two days commencing immediately from the date of occurrence of said matter:

(1) acquisition or disposal of real estate or right-of-use assets of real estate from related party; or the acquisition or disposal of other assets other than real estate or right-of-use assets of real estate from related party and the transaction amount reaches 20% of the Company's paidin capital, 10% of the Company’s total assets or NT$300 million or more; provided, however, that trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or buyback/redemption of money market funds issued by domestic securities investment trust enterprises shall not be applied.
(2) proceeding mergers, splits, acquisition or share transfer.
(3) enacting in derivative products transactions and the loss reaching the maximum loss limit amount of the total or individual contract as provided in relevant procedures.
(4) acquisition or disposal of equipment or right-of-use assets of equipment for business use, the counterparty is not a related party, and the transaction amount. reaches the follows:
- (a) the transaction amount is NT$500 million or more in the event the paid-in capital of the Company is less than NT$10 billion.
- (b) the transaction amount is NT$1 billion or more in the event the paid-in capital of the Company is NT$10 billion or more.
(5) where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on a leased land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages with an party which is not a related party, an, or joint construction and separate sale, and the amount the Company expects to invest in the transaction is NT$500 million or more.
(6) asset transactions other than those provided in the preceding items (1) to (5), or investment in Mainland China, the transaction amount reaches 20% of Company’s paid-in capital or NT$300 million or more; provided, however, that the following situations are not applied:
- (a) purchase and sale of domestic government bond.
- (b) trading of bonds under repurchase/resale agreements, or subscription or buyback/ redemption of money market funds issued by domestic securities investment trust enterprises.

2.[The transaction amount in the preceding paragraph is calculated in accordance with the methods ] provided below:

(1) the amount of any individual transaction.
(2) the transaction amount accumulated within one year with the same counterparty in the acquisition or disposal of the targeted assets of the same type.
(3) the amount accumulated (the transaction amount for acquisition and disposal are separately accumulated) within one year in the acquisition or disposal of real estate or right-of-use assets of real estate within the same development project.
(4) the amount accumulated (the transaction amount for acquisition and disposal are separately accumulated) within one year in the acquisition or disposal of the same securities.

“Within one year” as used in this paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Procedures need not be counted toward the transaction amount.

The Company shall monthly report the transaction of the derivative products engaged by it and its subsidiaries not categorized as domestic public companies up to the end of the previous month by entering the information in the stipulated form to the website designated by the Competent Authority for filing of information before the 10th date of each month.
Where there is an error or omission in an item required to be announced according to regulations at the time of announcement and correction is required, all the items shall be again publicly announced and reported in their entirety within 2 days commencing immediately from the date of knowing of the error or omission.
Unless otherwise provided by other laws, the Company acquiring or disposing assets shall retain all relevant contracts, meeting minutes, registry, appraisal reports, and opinions of accountants, attorneys and security underwriters for at least 5 years.

6.[After announcing and filing the transaction in accordance with these Procedures, the Company shall ] make a public announcement of relevant information in the website designated by the Competent Authority within two days commencing immediately from the date of occurrence of said matter:

(1) The executed relevant contracts of the original transaction have been changed, terminated or ceased.
(2) Mergers, splits, acquisition or share transfer have not been completed in the anticipated timeframe as provided in the contracts.
(3) Any change in the content of the original announcement and filing.

Article 7

Scope and Amount of Acquisition or Disposal of Assets

Apart from acquisition of assets for business use, the Company may invest or purchase real estate, equipment, right-of-use assets of real estate, right-of-use assets of equipment, and securities for non-business use, the limitations on amounts are set forth as follows:
(1) Total investment in real estate, equipment, right-of-use assets of real estate, and right-of-use assets of equipment for non-business use shall not exceed 40% of the summation of shareholder’s equity and long-term liabilities of the Company as certified by the accountant.
(2) Total investment in securities shall not exceed the shareholder’s equity of the Company as certified by the accountant.
(3) Investment in a single security shall not exceed 40% of the shareholder’s equity of the Company as certified by the accountant.
The limitations to the Company’s subsidiaries on amounts of acquisition or disposal of assets shall not violate rules provided herein below:
(1) shall not purchase real estate or right-of-use assets of real estate for non-business use.
(2) total investment in equipment and right-of-use assets of equipment, for non-business use, shall not exceed 15% of the shareholder’s equity of the Company as certified by the accountant.
(3) total investment in securities shall not exceed 40% of the shareholder’s equity of the Company as certified by the accountant.
(4) investment in a single security shall not exceed 20% of the shareholder’s equity of the Company as certified by the accountant.

Article 8

Control Procedures for Acquisition or Disposal of Assets of the Company’s Subsidiaries

1.[For the acquisition or disposal of assets by the Company’s subsidiaries thereof that is not a public ] company in Taiwan, either one of the following shall be processed in advance:

(1) The acquisition or disposal shall be approved and executed by the Company’s Board of Director and relevant departments of the Company in accordance with these Procedures, and the Company’s subsidiaries shall cooperate to handle relevant matters; or
(2) the subsidiaries’ “Procedures Governing Acquiring or Disposing of Assets” shall be enacted and executed in accordance with regulations; and filed with the Company’s Board of Director for approval. Any amendment thereto shall be subject to the same procedures.

2.[Where subsidiaries of the Company not categorized as domestic public companies whose acquisition ] or disposal of assets reach the thresholds of public announcement under these Procedures, the Company shall also make a public announcement with copies to relevant competent authorities in accordance with these Procedures.

3.[The paid-in capital or total assets of the Company shall be the standard for determining whether or ] not a subsidiary under the preceding paragraph is subject to Paragraph 1 of Article 6 (in the event the type of transaction reaches 20% of paid-in capital or 10% of total assets).

4.[For the acquisition or disposal of assets by the Company’s subsidiaries thereof that is a public ] company in Taiwan, the subsidiaries shall comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and related regulations.

Article 9

Punishment of Violation of the Procedure

If relevant employees and personnel of the Company violate these Procedures, they will be subject to the related rules of the Company’s “Personnel Administration Regulations”.

Agenda of 2020 General Shareholders’ Meeting

Article 10 Appraisal Report of Professional Appraisal Institutions

In acquiring or disposing of real estates, equipment, right-of-use assets of real estate, or right-ofuse assets of equipment, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the Company, unless otherwise transacted with a domestic government institution, engaging others to build on its own land, engaging others to build on leased land, or acquiring or disposing of equipment or right-of-use assets of equipment for business use, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraisal institution and shall further comply with the following provisions:

1.[Where due to special circumstances it is necessary to give a limited price, specified price, or special ] price as a reference basis for the transaction price, the transaction shall be submitted to the Board of Directors for approval in advance, as well as any future changes to the terms and conditions of the transaction thereto.

2.[Where the transaction amount is NT$1 billion or more, appraisals from two or more professional ] appraisers shall be obtained.

3.[Where any one of the following circumstances applies with respect to the professional appraiser's ] appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

(1) the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.
(2) the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

4.[No more than 3 months may elapse between the date of the appraisal report issued by a professional ] appraiser institution and execution date of the contract; provided, however, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 11 Certified Public Accountant’s Opinions

1.[The Company acquiring or disposing of securities shall, prior to the date of occurrence of the ] event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a certified public accountant shall be retained prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Competent Authority.

2.[In acquiring or disposing intangible assets, right-of-use of intangible assets, or membership ] certificate and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacted with a domestic government institution, shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation..

3.[Where the Company acquires or disposes of assets through court auction procedures, the evidentiary ] documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 11-1 In addition that handling of the acquisition or disposal of assets between the Company and related party shall proceed with relevant approval procedures and evaluate the reasonableness of terms of the transaction in accordance with these Procedures, where the transaction amount reaches 10% of the Company’s total assets or more, appraisal report or CPA’s opinion shall also be required in accordance with Articles 10 through the preceding Article.

When judging whether counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

Article 11-2 The transaction amount in the preceding three Articles are calculated in accordance to Paragraph 2 of Article 6; “within one year” as used refers to the year preceding the date of occurrence of the current transaction. Items duly obtained appraisal report or accountant opinion in accordance with these Procedures need not be counted toward the transaction amount.

Article 12 The acquisition or disposal of real estate or right-of-use assets of real estate, from related parties, or the acquisition or disposal of other assets other than real estate or right-of-use assets of real estate from related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the Company’s total assets or NT$300 million or more; provided, unless trading of domestic government bonds or bonds under repurchase and resale agreements or subscription or buyback/redemption of money market funds issued by domestic securities investment trust enterprises, the Company shall submit information provided below to the audit committee for approval of more than half of all audit committee members and then submit the same to the Board of Directors for further approval before signing the contracts and payments:

1.[the purpose, necessity and the anticipated benefit of the acquisition or disposal of assets. ]

2.[reasons for choosing the related party as a trading counterparty.]

3.[with respect to the acquisition of real property or right-of-use assets of real property from a related ] party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 13 and 14.

4.[the date and price at which the related party originally acquired the real property, the original trading ] counterparty, and that trading counterparty's relationship to the Company and the related party.

5.[monthly cash flow forecasts for the year commencing from the anticipated month of signing of ] the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

6.[An appraisal report from a professional appraiser or a CPA's opinion obtained in accordance with ] these Procedures.

7.[Restrictive covenants and other important stipulations associated with the transaction.]

The transaction amount in the preceding paragraph is calculated in accordance with Paragraph 2 of Article 6; “within one year” as used in these Procedures refers to the year preceding the date of occurrence of the current transaction. Items duly approved by more than half of all audit committee members and submit to the Board of Directors for further approval in accordance with these Procedures need not be counted toward the transaction amount.

Article 13 The Company purchases real estate or right-of-use assets of real estate from a related party shall comply with methods provided below to evaluate the reasonableness of the transaction cost:

1.[Based on the transaction price of the related party plus necessary interest on funding and the cost to ] be borne by the buyer according to law. “Necessary interest on funding” shall be imputed based on the weighted average interest rate of the funding borrowed by the Company in the year of purchase of the asset; however, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

2.[Total loan value appraisal from a financial institution where the related party has previously created ] a mortgage on the property as security for a loan; provided, however, that the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one (1) year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.

3.[Where both the land and building on the property in question are purchased or leased in one ] transaction, the cost of the transaction may be reached by respectively evaluating such land and building based on either of the methods described above.

4.[The Company acquires real property or right-of-use assets of real property from a related party and ] appraises the cost of the real property in accordance with the preceding Paragraphs 1, 2 and 3 shall also engage a CPA to check the appraisal and render a specific opinion.

5.[Where the Company acquires real property or right-of-use assets of real property from a related ] party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 5 and 12, and the preceding four paragraphs do not apply:

(1) the related party acquires real estate or right-of-use assets of real estate through inheritance or as a gift.

Agenda of 2020 General Shareholders’ Meeting

(2) more than five (5) years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets of real property to the signing date for the current transaction.
(3) the real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on leased land.
(4) the acquisition or disposal of real estate’s right-of-use assets, which is for business use, between the Company, its Subsidiary, or its subsidiaries in which Company holds, directly or indirectly, 100% of the shares outstanding or total capital.

Article 14 When the results evaluated by the Company in accordance with paragraphs 1, 2 and 3 of the preceding Article are all lower than the transaction price, the matter shall be handled in accordance with Article 15; provided, however, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
(1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and buildings according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property or leasing market practices.
Where the Company acquiring real property by purchasing or acquiring right-of-use assets of real estate by lease from a related party provides evidence that the terms of the transaction are similar to the terms of transactions for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or right-of-use assets of real property.

Article 15 Where the Company acquires real property or right-of-use assets of real property from a related party and the results of appraisals conducted in accordance with Articles 13 and 14 are all lower than the transaction price or there are evidences showing that the aforesaid transaction is a non-arm’s length transaction, the following steps shall be done:

a special reserve shall be set aside in accordance with the Securities and Exchange Act and related regulations against the difference between the real property or right-of-use assets of real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under the Securities and Exchange Act and related regulations shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
the audit committee handling the matter pursuant to Article 218 of the Company Act.
actions taken pursuant to the preceding subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and prospectus.

After setting aside a special reserve pursuant to the preceding paragraph, the Company may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or the assets have been disposed of, terminated the lease agreement, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Competent Authority has given its consent.

Transaction of Derivative Products

Article 16 The Company engages in transactions of derivative products shall pay strict attention to control of the following important risk management and auditing matters, and incorporate them into their Procedures:

Trading principles and strategies: shall include the types of derivatives that may be traded, operating or hedging strategies, segregation of duties, essentials of performance evaluation, total amount of derivatives contracts that may be traded, and the maximum loss limit on total trading and for individual contracts.
Risk management measures.
Internal auditing system.
Regular evaluation methods and the handling of irregular circumstances.

Article 17 The Company engaging in derivatives trading shall adopt the following risk management measures:

The scope of risk management shall include the risk management of credit, market price, liquidity, cash flows, operation and legal risks.
Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and shall report to the Board of Directors or highlevel managers with no responsibility for trading or position decision-making.
Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to high-level managers authorized by the Board of Directors.
Other important risk management measures.

Article 18 Principles of Supervision and Management of the Board of Directors: 1. Assign high-level managers to pay continuous attention to monitoring and controlling derivatives trading risk.

Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance.

The Principles of Supervision and Control of the High-Level Managers Authorized by the Board of Directors:

Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Procedures and the “Rules to Engage in the Transaction of Derivative Products” stipulated by the Company.
When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the Board of Directors; where the Company has independent directors, an independent director shall be present at the meeting and express an opinion.

The Company shall report to the next meeting of the Board of Directors after it authorizes the relevant personnel to handle derivative trading in accordance with its enacting Procedures for Engaging in Derivatives Trading.

Article 19 The Company shall establish a log book in which details of the types and amounts of derivatives trading engaged in, Board of Directors approval dates, and the matters required to be carefully evaluated under Subparagraph 4 of Article 17, Subparagraph 2 of Paragraph 1 and Subparagraph 1 of Paragraph 2 of Article 18 shall be recorded in detail.

The Company’s internal auditors shall periodically check the suitability of internal controls on derivative transactions and conduct a monthly audit of compliance of the trading departments with the Procedures to Engage in the Transaction of Derivative Products, and prepare an audit report. If any material violation is discovered, the audit committee and its members shall be notified in writing.

Agenda of 2020 General Shareholders’ Meeting

Mergers, Splits, Acquisitions and Share Transfer among Enterprises

Article 20 Before convening the meeting for the Board of Directors for a resolution, the Company engaging in a merger, split, acquisition or share transfer shall retain accountants, attorneys or securities underwriters to provide opinions on the reasonableness of the share conversion rates, acquisition price or the cash or other assets distributed to shareholders, and submit the opinions to the Board of Directors to discuss for approval. Provided, when the Company merge its Subsidiary in which the Company holds, directly or indirectly, 100% of the shares outstanding or total capital, or a merger of its subsidiaries in which the Company holds, directly or indirectly, 100% of the shares outstanding or total capital, the foregoing experts’ opinions is not required. Article 21 Prior to convening the shareholders’ meeting, the Company participating in a merger, split or acquisition shall prepare a public report to shareholders detailing important contractual content and matters relating to the merger, demerger, or acquisition and include it along with the expert opinion referred to in the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, however, where another act exempts the Company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

If the shareholders’ meeting of any company (including the Company) participating in the merger, split or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the Company shall immediately make a public announcement explaining the reasons for such occurrence, the follow-up measures to be taken, and the anticipated date for convening of the next shareholders’ meeting(s).

Article 22 Unless otherwise provided by other laws or the Competent Authority is notified in advance of extraordinary circumstances and grants consent, the Company shall convene the board meetings and shareholders’ meetings and pass resolutions regarding merger, split or acquisition and relevant matters on the same day with companies participating in a merger, split, acquisition or share transfer.

When participating in a merger, split, acquisition, or transfer of another company's shares, the Company shall prepare a full written record of the information requested by the Competent Authority and retain it for reference.

When participating in a merger, split, acquisition, or transfer of another company's shares, the Company shall, within 2 days commencing immediately from the date of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information requested by the Competent Authority for recordation.

Where any of the companies participating in a merger, split, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with such company whereby the latter is required to abide by Paragraphs 2 and 3 of Article 22.

Article 23 In the Company’s participating in a merger, split, acquisition or share transfer, the share conversion rates or the acquisition price may not be arbitrarily changed unless under the following circumstances, and conditions for change shall be provided in the merger, split, acquisition or share transfer contract:

Cash capital increase, issuance of convertible corporate bonds, distribution of stock dividends, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
Acts affecting the Company’s finances or operations, such as disposal of major assets.
Occurrence of major disasters, major technological transformations, or other events affecting the Company’s shareholders’ equity or the Company’s securities prices.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock according to laws.
Increase, decrease, or change in the entities, or number thereof, participating in the merger, split, acquisition or share transfer.
Other conditions for change have been provided in the contract and publicly disclosed.

Article 24

In the Company’s participation in a merger, split, acquisition or share transfer, the contract shall specify the rights and obligations of the companies participating in the merger, split, acquisition or share transfer and shall also specify the following particulars:

Handling of breach of agreement.
Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
The manner of handling changes in the number of participating entities or companies.
The scheduled timetable for execution of the plan, and scheduled timeframe for completion.
The relevant procedures for handling failure to complete within such timeframe, such as the anticipated date for convening of the shareholders’ meeting(s) pursuant to laws.

Article 25 Following public disclosure of information about the Company’s participating in merger, split, acquisition or share transfer, if the Company has an intention to undertake a further merger, split, acquisition or share transfer with another company, any procedures or legal actions already carried out by the Company under the original merger, split, acquisition or share transfer plan shall be carried out anew except conditions that the number of the participating companies decreases and the companies’ shareholders’ meeting has made a resolution and authorized the Board of Directors the right for modification, the Company is exempt from convening the shareholders’ meeting for another resolution.

Article 26 If the companies participating in the merger, split, acquisition or share transfer are categorized as nonpublic companies, the Company shall enter into an agreement with them whereby the latter is required to abide by Articles 22, 23 and 26.

Article 27 Others

1.[Matters not provided herein shall be governed by the relevant laws and regulations and relevant ] internal rules of the Company. If the Procedures of Acquisition or Disposal of Assets in the original ruling is amended by the competent authority, the Company shall apply the provisions in the new ruling.

2.[These Procedures shall be approved by more than half of all audit committee members and ] submitted to the Board of Directors for further approval and reported to the shareholders’ meeting for approval. The same procedures shall apply with any amendment hereto. If a director holds dissenting opinions of Company’s matters and there were records for it or in written stating, the Company shall submit materials of the director’s dissenting opinions to the audit committee.

3.[For the Company’s matters which shall be approved by the Board of Directors pursuant to these ] Procedures or other laws, where a director holds dissenting opinions on the Company’s matters and there were relevant records or made in writing, the Company shall submit materials of the director’s dissenting opinions to audit committee.

4.[When the Company reports the transaction of acquisition or disposal of assets pursuant to ] the preceding two paragraphs to the Board of Directors for discussion, in case the position of independent director is established in accordance with the law, the Board of Directors shall fully take each independent director’s opinions into consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

5.[If approval of more than half of all audit committee members as required in Paragraph 2 is not ] obtained, these Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

6.[The terms "all audit committee members" in these Procedures and "all directors" in the preceding ] paragraph shall be calculated as the actual number of persons currently holding those positions.

7.[Where an audit committee is established in accordance with the law, the provisions set out in ] Subparagraph 2 of Paragraph 1 of Article 15 shall apply mutatis mutandis to the independent director as the member of audit committee; and the other the provisions regarding supervisors shall apply mutatis mutandis to the audit committee.

Agenda of 2020 General Shareholders’ Meeting

8.[Another stricter management principles may be drafted by the Company’s Chairman in accordance ] with these Procedures and be effective after approval by the Board of Directors with two-thirds vote at a meeting attended by more than two-thirds of the directors. The same procedure shall apply to any amendment thereto.

9.[Where the Company’s share is no-par stock or its par value per share is not the NT$10, the ] transaction amount calculation related to 20% of the paid-in capital under these Procedures shall be calculated based on 10% of equity attributable to owners of the parent company; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

10.[For calculation of 10% of total assets under these Procedures, the total assets stated in the most ] recent parent company only financial report prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

Article 29 The Procedures were enacted on July 28, 1995. The first amendment was made on October 27, 1995. The second amendment was made on November 18, 1999. The third amendment was made on June 11, 2003. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June 15, 2012. The sixth amendment was made on June 18, 2014. The seventh amendment was enacted on June 23, 2015. The eighth amendment was enacted on June 21, 2017. The ninth amendment was enacted on June 14, 2019.

Appendix 4

Impact of Stock Dividend Issuance on the Company’s Business Performance, Earnings per Share and Shareholder Return Rate:

Not Applicable

Agenda of 2020 General Shareholders’ Meeting

Appendix 5 Shareholdings of All Directors as of April 14, 2020

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Title Name Number of Shares
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Title	Name	Number of Shares

Chairman	Jason Chen	4,897,536 (Note 1)
Director	Stan Shih	34,989,531
Director	George Huang	8,267,642
Director	Hung Rouan Investment Corp. Legal Representative: Maverick Shih	73,629,933
Director	Smart Capital Corp.	12,228
Independent Director	F.C. Tseng	0
Independent Director	Ji-Ren Lee	0
Independent Director	Ching-Hsiang Hsu	0
TOTAL		121,796,870 (Note 2)

Note 1: Including the shares of 2,264,056 which held by the investment company wholly owned by Mr. Jason Chen himself.

Note 2: (1) The current number of issued shares in the Company as of April 14, 2020 is 3,074,933,828 common shares.

(2)The Company’s directors shall hold at least 73,798,411 shares to comply with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

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AI assistant

ACER — AGM Information 2020

10414_rns_2020-06-30_8085adf0-6eec-40b5-9a2b-d97876e3ade9.pdf

Acer Inc.

Disclaimer

ACER INCORPORATED (THE "COMPANY") Regulations for the Conduct of Shareholders’ Meeting

TABLE OF CONTENT

A. Meeting Agenda

1. Report Items

2. Election Item

3. Proposed Items for Ratification and Discussion

4. Extemporary Motion

5. Meeting Adjourned

1. Report Items

2. Election Item

3. Proposed Items for Ratification and Discussion

Item 1

Item 2

Explanatory Notes:

Acer Incorporated 2019 Statement of Profit Appropriation

Item 3

Item 4

Item 5

4. Extemporary Motion

5. Meeting Adjourned

Attachment 1

Business Report

Dear Shareholders,

Attachment 2

Audit Committee’s Review Report

Attachment 3

1. Acer Synergy Tech Corp. (6751.TW, “AST”)

2. WEBLINK INTERNATIONAL INC. (6776.TW, “Weblink”)

Attachment 4

The Resolution of Board of Directors and the Execution for Shares Buyback

Attachment 5

List of Director and Independent Director Candidates

Attachment 6

Attachment 7

Acer Incorporated

Procedures Governing the Acquiring or Disposing of Assets

Attachment 8

Concurrent Positions of Director and Independent Director Candidates

Appendix 1

Acer Incorporated Articles of Incorporation

CHAPTER I – GENERAL PROVISIONS

CHAPTER II – CAPITAL STOCK

CHAPTER III – SHAREHOLDERS’ MEETINGS

CHAPTER IV – DIRECTORS AND COMMITTEE

CHAPTER V – MANAGERS

CHPATER VI – ACCOUNTING

CHAPTER VII – SUPPLEMENTARY PROVISIONS

Appendix 2

Acer Incorporated

Regulations Governing Election of Directors

Appendix 3

Acer Incorporated Procedures Governing the Acquiring or Disposing of Assets (Upon Being Amended)

Article 1 Purpose and Legal Basis

Article 6

Article 10 Appraisal Report of Professional Appraisal Institutions

Transaction of Derivative Products

Mergers, Splits, Acquisitions and Share Transfer among Enterprises

Appendix 4

Appendix 5

Shareholdings of All Directors as of April 14, 2020

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ACER AGM Information 2020