ACER — AGM Information 2022

Jun 29, 2022

Acer Inc. Agenda of 2022 General Shareholders’ Meeting ( Translation )

Date: June 10, 2022 Venue: Aspire Resort (No. 428, Kewang Rd., Longtan District, Taoyuan City) www.acer-group.com

Agenda of 2022 General Shareholders’ Meeting

Disclaimer

This is a translation of the 2022 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.

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

1. These Regulations shall govern the conduct of Shareholders’ Meetings of the Company.

2. 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.

3. 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.

4. 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.

5. 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.

6. The Company may designate attorneys, certified-public-accountants, or relevant personnel to attend the Shareholders’ Meeting.

7. 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.

8. 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.

1. 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.

2. 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.

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Agenda of 2022 General Shareholders’ Meeting

1. 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.

2. 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.

3. 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.

4. 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.

ing 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.

1. The applicable provisions of the Company Act and the Company’s Articles of Incorporation shall govern any matter not provided herein.

2. These Regulations and any amendments thereto, shall become effective upon approval by the shareholders.

3. Approved by the General Shareholders’ Meeting held on May 15, 1990.

4. 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.

1. 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.

2. 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.

3. 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.

4. 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.

5. In the event of force majeure during the meeting, the person presiding over the meeting may suspend a meet-

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TABLE OF CONTENT

A. Meeting Agenda	A. Meeting Agenda	5
1.	Report Items	6
2.	Proposed Items for Ratification and Discussion	7
3.	Extemporary Motion	11
B. Attachment		12
1.	Business Report for the Year 2021	12
2.	Audit Committee’s Review Report	14
3.	The Status of Shares-release of the Company's Certain Subsidiaries' Shares Which Will Be Listed on Taiwan Stock Exchange or Taipei Exchange	15
4.	The Issuance of Unsecured Corporate Bonds	17
5.	Financial Statements for the Year 2021	18
6.	Before and Revision Chart of Acer Incorporated Articles of Incorporation	40
7.	Before and Revision Chart of Acer Incorporated Regulations for the Conduct of Shareholders’ Meetings	43
8.	Before and Revision Chart of Acer Incorporated Procedures Governing Acquiring or Disposing of Assets	49
C. Appendix		53
1.	Articles of Incorporation of Acer Incorporated(Upon Being Amended)	53
2.	Acer Incorporated Regulations for the Conduct of Shareholders’ Meetings (Upon Being Amended)	59
3.	Acer Incorporated Procedures Governing Acquiring or Disposing of Assets (Upon Being Amended)	61
4.	Impact of Stock Dividend Issuance on the Company’s Business Performance, Earnings per Share and Shareholder Return Rate	72
5.	Shareholdings of All Directors	73

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Agenda of 2022 General Shareholders’ Meeting

Meeting Agenda

Time: 9:00 a.m., Friday, June 10, 2022

Venue: Aspire Resort

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

Type: Physical Shareholders' Meeting

1. Report Items

• (1) Business Report for the Year 2021

• (2) Audit Committee’s Review Report

• (3) Report on Execution of Employees’ Profit Sharing Bonus and Board Directors’ Compensation for the Year 2021

• (4) Report on the Distribution of Cash Dividend for the Year 2021

• (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 Issuance of Unsecured Corporate Bonds

2. Proposed Items for Ratification and Discussion

• (1) Ratification Proposal of the Financial Statements and Business Report for the Year 2021

• (2) Discussion Proposal of Profit & Loss Appropriation for the Year 2021

• (3) Proposal of the Amendments to Articles of Incorporation

• (4) Proposal of the Amendments to Regulations for the Conduct of Shareholders’ Meetings and Procedures for Acquiring or Disposing of Assets

3. Extemporary Motion

4. Meeting Adjourned

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1. Report Items

• (1) Business Report for the Year 2021

Explanatory Notes: Please refer to Attachment 1, pages 12 to 13.

• (2) Audit Committee’s Review Report

Explanatory Notes: Please refer to Attachment 2, page 14.

• (3) To Report the Execution of Employees’ Profit Sharing Bonus and Board Directors’ Compensation for the Year 2021 Explanatory Notes:

• i. The Board of Directors approved the proposal of employees’ 2021 profit sharing bonus and Board Directors’ compensation on March 16, 2022. The employees’ profit sharing bonus and Board Directors’ compensation are to be distributed in cash.

• ii. The total amount of employees’ 2021 profit sharing bonus is NT$720,000,000.

• iii. The total amount of Board Directors’ 2021 compensation is NT$12,000,000

• (4) To Report on the Distribution of Cash Dividend for the Year 2021

• 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$6,972,855,599, and plan to distribute the cash dividend of NT$6,949,106,727 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$2.28 per share which resolved by the Board on March 16,2022. (Rounded down to NT$1 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 6, 2022, and the distribution date is set on August 4, 2022. Should the dates above be adjusted due to the amendment of laws or regulations, or request by competent authorities, the Chairman is authorized 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 15 to 16.

• (6) To Report on the Issuance of Unsecured Corporate Bonds

Explanatory Notes: Please refer to Attachment 4, page 17.

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Agenda of 2022 General Shareholders’ Meeting

2. Proposed Items for Ratification and Discussion

Item 1

Proposal: Ratification Proposal of the Financial Statements and Business Report for the Year 2021.

(Proposed by the Board of Directors)

Explanatory Notes:

• (1) Acer’s Financial Statements for the year 2021, 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 Ching-Wen Kao of KPMG.

• (2) The Business Report for the year 2021 and the aforementioned financial statements are attached hereto as Attachment 1, pages 12 to 13 and Attachment 5, pages 18 to 39, which have been approved by the Audit Committee and by the Board of Directors via resolution.

• (3) Please discuss.

Resolution:

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Item 2

Proposal: Discussion Proposal of Profit & Loss Appropriation for the Year 2021. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) The Statement of Profit & Loss Appropriation have been approved by the Audit Committee and resolved by the Board of Directors.

• (2) The Statement of Profit & Loss Appropriation hereby are shown as follows.

• (3) Please discuss.

Acer Incorporated 2021 Statement of Profit & Loss Appropriation

Acer Incorporated 2021 Statement of Proft & Loss Appropriation
Beginning Balance of Un-appropriated Retained Earnings Plus: 2021 Net Income after Tax Deduct: the disposal loss of financial assets at fair value through other comprehensive income Deduct: Legal Reserve Deduct: Special Reserve Accumulative earnings available for appropriation Appropriation Items: Cash dividends to shareholders(Note) Ending Balance of Un-appropriated Retained Earnings	Unit: NT$ 7,074,690 10,897,426,811 (308,290,129) (1,058,913,669) (2,564,442,104)
	6,972,855,599 (6,949,106,727)
	23,748,872

Note: Cash dividends were approved by Board of Directors and shall be reported in Shareholders’ Meetings.

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

Resolution:

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Agenda of 2022 General Shareholders’ Meeting

Item 3

Proposal: Proposal of the Amendments to Articles of Incorporation (Proposed by the Board of Directors)

Explanatory Notes:

• (1) Considering the previous revisions to Company Act, the Company’s actual needs and the revised articles of Company Act announced on December 29th, 2021, allowing the public company to revise Articles of Incorporation for holding the shareholders’ meeting by means of visual communication network or other methods promulgated by the competent authority, it is proposed to amend the Company’s Articles of Incorporation to increase flexibility for holding the shareholders’ meeting. Please refer to Attachment 6, pages 40 to 42, for “Comparison Table of Acer’s Articles of Incorporation Before and After Revision”

• (2) Please discuss.

Resolution:

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Item 4

Proposal: Proposal of the Amendments to Regulations for the Conduct of Shareholders’ Meetings and Procedures for Acquiring or Disposing of Assets (Proposed by the Board of Directors)

Explanatory Notes:

• (1) To comply with the revised articles of Company Act announced on December 29th, 2021, allowing the public company to revise Articles of Incorporation for holding the shareholders’ meeting by means of visual communication network or other methods promulgated by the competent authority, except for the revisions to the Company’s Articles of Incorporation, it is proposed to amend the Company’s “Regulations for the Conduct of Shareholders’ Meeting“ in accordance with relevant regulations announced by the competent authority.

• (2) To comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” amended on January 28, 2022 pursuant to ruling issued by the Financial Supervisory Commission, R.O.C. (Ref. no.: Jin Guan Zheng Fa Zi 1110380465), it is proposed to amend the Company’s “Procedures Governing Acquiring or Disposing of Assets”.

• (3) The before and after revision chart for the aforementioned internal rules are attached hereto as Attachments 7 and 8, pages 43 to 48.

• (4) Please discuss.

Resolution:

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Agenda of 2022 General Shareholders’ Meeting

3. Extemporary Motion

4. Meeting Adjourned

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Attachment 1

Business Report

Acer’s key focuses over the past year have been to maintain its business momentum and march towards a more sustainable future. We have continued to evolve with the industry and lifestyle changes by pushing for innovation and environmentally-friendly designs for our PCs/displays and expand our multiple business engines.

Acer believes that it is everyone’s responsibility to do the right thing for a greener environment; it’s a critical subject across all industries. In 2021, we joined the RE100 initiative and pledged to source 100% renewable energy by 2035. Moreover, we announced the Acer “Earthion” platform that unites employees and supply chain partners to tackle environmental challenges, and launched the Vero line of green notebooks, desktops and displays, which utilize post-consumer recycled (PCR) plastic, recyclable packaging, and ocean-bound plastic waste.

As the current pandemic lingers on, our company has been working hard to help people cope with the challenges by providing them with the technology to stay connected for study, work, or stay in touch with their loved ones. Adapting to changing needs, we have expanded our antimicrobial offering to more products and lines. The close monitoring of market dynamics and swift actions taken have helped our company to strengthen our resilience and return to profitability to over NT$10 billion in 2021. We reported our fiscal 2021 results with consolidated revenues of NT$319.01 billion with 15.1% year-over-year (YoY) growth, and operating income of NT$14.16 billion with 58.5% YoY growth. In addition, the net income of NT$10.90 billion and EPS of NT$3.63 were both the highest in 11 years.

Innovation and Intrapreneurship

In 2021, Acer ranked No. 5 for total PCs shipments worldwide (Source: IDC). Business highlights include YoY growth of both our notebook and desktop PCs by 21%, the gaming line (gaming related products and businesses) by 27%, our commercial notebooks by 43%, while other businesses (not part of PCs and displays) grew by 27% YoY. In addition, we ranked among the top 3 in Taiwan patent applications.

In the PCs and displays business, we are committed to strengthening the foundations with technological innovations such as our state-of-the-art thermal cooling solutions and unique product lines for the specific needs of gamers, creators, education, usage in harsh environments, and more. At the same time, our strategy to explore new initiatives such as solutions for smart cities, expand into adjacent territories, and cultivate multiple business engines, is gaining momentum.

In the gaming field, Acer continued building on its comprehensive ecosystem that now includes hardware/accessories, esports tournaments, esports social platforms, and beverages (launched in Asia, Europe and South America). In Taiwan, Acer subsidiaries are distributors of popular gaming consoles. In hardware, Acer has stood out from the competition by introducing new generations of its advanced thermal cooling solutions to enable its gaming notebooks and desktops to run at peak performance.

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Agenda of 2022 General Shareholders’ Meeting

Multiple Growth Engines and New Initiatives

Acer’s strategy to build multiple business engines continued to gain momentum and saw viable growth, such as the good progress made by Highpoint Service Network, Acer Gaming, and Acer Gadget. For the full year of 2021, these businesses contributed to 17.6% of Acer’s overall revenues, up from 15.4% in 2020.

The strategy of promoting intrapreneurship and listing our subsidiaries also made progress; as of January 2022, Acer has six listed subsidiaries in Taiwan, with Acer Medical as the newest addition being listed on the Taipei Exchange Emerging Stock Market. We always offer our shareholders the opportunity to invest in the new engines as they go public, so that shareholders can have their share of voice and be part of the business development, and ensuring that we adhere to proper governance.

Recognition for ESG Performance

Our corporate responsibility efforts have consistently been recognized by global sustainability indices that benchmark environmental, social and governance (ESG) performance of organizations. We have been awarded with a Silver Class distinction in the S&P Global Sustainability Yearbook in both 2021 and 2022 for the top ESG scoring companies. We were listed in the MSCI ESG Leaders Indexes for the eighth year, and garnered the best rating of “AAA” for the first time that represents the top 2% in its category. And for the eighth consecutive year we have been listed in the Dow Jones Sustainability Indices Emerging Markets Index.

With your support we’ve navigated through these ever-challenging times and tested our company resilience. We will continue to push limits and bring value to our customers, shareholders and employees. Thank you.

Chairman of Board : Jason Chen

Corporate Officers : Accounting Officer : Jason Chen Sophia Chen Meggy Chen

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Attachment 2

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and the Proposal for Profit & Loss Appropriation. The CPA Huei-Chen Chang and Ching-Wen Kao 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 & Loss 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 16[th] , 2022

[Additional Explanation] Communications between the Independent Directors and the Internal Auditors:

Except for reporting the internal audit performances to independent directors every month, the Company’s Internal Auditing Officer may present the internal audit report in Audit Committee quarterly and will immediately report to the members of the Audit Committee if any special matter happens.

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Agenda of 2022 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

•[Acer Medical Inc. (6857.TW, “AMED”)]

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

Date 2021.6 2021.9 2021.10
----- End of picture text -----

Date	2021.6	2021.9	2021.10
Purpose and Mode	To increase capital in cash for operation needs.	To increase capital in cash for operation needs.	Purchased by recommended emerging market underwriter under relevant rules/ Sales and purchase of shares
Issue(Transfer)Price	NTD 13	NTD 16	NTD 32
Date of Audit Committee approved	2022.3.16	2021.8.4	2021.11.3
Date of Board approved	2021.3.17	2021.8.4	2021.11.3
Date of Shareholder meeting approved	-	-	-
Subscriber/Transferee	AMED Employees	AMED employees, Acer shareholders, Acer Group Employees, the specifc personnel who will subscribe within the scope that the aforesaid person abandon to subscribe.(Note)	Recommended emerging market underwriters, and Se- curities and Futures Investors Protection Center
Number of shares	300,000 shares	3,933,950 shares	301,000 shares
Acer’s Shareholdings before share-release	100%	95.71%	63.33%
Acer’s Shareholdings after share-release	95.71%	63.33%	60.83%
Bases of share price	CPA report to the share price	CPA report to the share price	The price will be determined after the negotiation among recommended emerging market underwriters, Acer and AMED
Impact on Acer shareholders	Not harm to shareholders’ rights and interests	Not harm to shareholders’ rights and interests	Not harm to shareholders’ rights and interests

Note: 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.

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•[Highpoint Service Network Corporation (6884.TW, “HSNC”)]

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

Date 2021.9 ~ 2021.11 2022.6 (Estimation)
----- End of picture text -----

Date	2021.9~2021.11	2022.6 (Estimation)
Purpose and Mode	To transfer the shares for HSNC’s IPO plan.	Purchased by recommended emerging market underwriter under relevant rules/ Sales and purchase of shares
Issue(Transfer)Price	NTD 15	TBD
Date of Audit Committee approved	2021.5.5	2022.5.5 (Estimation)
Date of Board approved	2021.5.5	2022.5.5 (Estimation)
Date of Shareholder meeting approved	-	-
Subscriber/Transferee	HSNC employees, Acer sharehold- ers, Acer Group Employees	Recommended emerging market underwriters, and Securities and Fu- tures Investors Protection Center
Number of shares	4,257,119 shares	501,000 shares
Acer’s Shareholdings before share-release	92.54%	66.27%
Acer’s Shareholdings after share-release	66.27%	63.18%
Bases of share price	CPA report to the share price	The price will be determined after the negotiation among recom- mended emerging market under- writers, Acer and HSNC
Impact on Acer shareholders	Not harm to shareholders’ rights and interests	Not harm to shareholders’ rights and interests

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Agenda of 2022 General Shareholders’ Meeting

Attachment 4

The Issuance of Unsecured Corporate Bonds

1. Considering the market interest rate and the Company’s credit rating, Board of Directors of the Company resolved to issue domestic unsecured corporate bond on March 17th 2021 in accordance with Company Act, Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers in order to repay the debts and fulfill the operation capital for optimizing the group’s business. The total issue amount is NTD 10 billion. The issue amount for each stage and the major issue terms are as follows:

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Series Number 2021-1 2021-2
----- End of picture text -----

Series Number	2021-1	2021-2
Issue Date	2021.4.27	2021.8.26
Issue Amount	NTD 5 billion	NTD 5 billion
Tenure (year)	5	5
Coupon Rate	0.7600%	0.6200%
Maturity Date	2026.4.27	2026.8.26
Interest Basis	Annually Compound 1 Time(s) and Pay 1 Time(s)	Annually Compound 1 Time(s) and Pay 1 Time(s)
Repayment of Principal	Principal Repaid in a Lump Sum at Maturity	50% of the principal will be paid at the end of the fourth and ffth years respectively

1. Considering the market interest rate and the Company’s credit rating, Board of Directors of the Company resolved to issue domestic unsecured corporate bond on March 16th 2022 in accordance with Company Act, Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers in order to fulfill the operation capital for optimizing the group’s business. The major issue terms are as follows:

2. (1) The total issue amount: No more than NT$10,000,000,000 and issued at one time or separately

3. (2) Issuance period: To be decided based on market condition, but no longer than 10 years

4. (3) Face value per bond: NT$1,000,000

5. (4) Issue price: At face value

6. (5) Coupon rate: Fixed coupon rate, to be determined on market condition

7. (6) Calculation and repayment of interest: From the issue date, interest will be paid once a year based on the coupon rate.

8. (7) Repayment of Principal: Principal can be repaid in several installments or in a lump sum at maturity.

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Attachment 5

Independent Auditors'Report

To the Board of Directors Acer Incorporated:

Opinion

We have audited the parent-company-only financial statements of Acer Incorporated (the "Company"), which comprise the parent-company-only balance sheets as of December 31, 2021 and 2020, and the parent-company­ only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent-company-only financial statements present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2021 and 2020, and its parent-company-only financial performance and its parent-company-only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits of the parent-company-only financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company's parent-company-only financial statements for the year ended December 31, 2021 are stated as follows:

1. Revenue recognition

Refer to Note 4(p) for the accounting policies on recognizing revenue, and Note 5(a) for uncertainty of accounting estimations and assumptions for sales returns and allowances.

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Agenda of 2022 General Shareholders’ Meeting

正聶

Description of key audit matter:

The Company engaged primarily in the sale of brand-name IT products. Revenue is recognized depending on the various trade terms agreed with customers. This exposes the Company to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Furthermore, the accrual of sales allowances and returns based on business practice is subject to management's judgment, which involves significant uncertainty. Consequently, the revenue recognition and accrual of sales allowances and returns have been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matters above, we have performed certain audit procedures including, among others, testing the design and operating effectiveness of the Company's internal controls over the timing of revenue recognition; performing a sample test of sales transactions taking place before and after the balance sheet date to ensure that revenue was recognized in the appropriate period; assessing the methodology used by management in estimating sales allowances and returns, including the reasonableness of key assumptions; and inspecting the historical payments of sales allowances and returns to evaluate the reasonableness of the sales allowances and returns estimated by management.

2. Valuation of inventories

Refer to Note 4(g) for the accounting policies on inventory valuation, Note 5(b) for uncertainty of accounting estimations and assumptions for inventory valuation and Note 6(f) for the details of the write-down of inventories.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid innovation of the computech industry and fierce market competition, the Company's product price may fluctuate rapidly. demands thus becoming Furthermore, the stocks for products and components may exceed customers' obsolete. These factors expose the Company to significant level of uncertainty particularly in the area of estimating net realizable value, which is subject to management's judgments. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, among rdance with the Company's others, evaluating whether valuation of inventories was accounted for in acco accounting policies; obtaining the inventory aging report, analyzing the fluctuation of inventory aging and selecting samples to verify the accuracy of inventory aging classification; and testing the net realizable value of inventories to evaluate the reasonableness of inventory provisions.

3. Impairment of goodwill from investment in subsidiaries

Refer to Note 4(n) for the accounting policies on impairment of non-financial assets, Note 5(c) for uncertainty of accounting estimations and assumptions for goodwill impairment and Note 6(g) for the evaluation of goodwill impairment.

19

~

Description of key audit matter:

Goodwill arising from acquisition of subsidiaries, which are included within the carrying amount of investments accounted for using the equity method, is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of the cash­ generating unit ofgoodwill involves management's judgment and estimation with respect to the future cash flows and key assumptions which are complex and involve significant uncertainty. Accordingly, the assessment of impainnent of goodwill has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, among others, assessing the basis used by management for identifying the cash-generating units and whether book value of assets belonging to respective cash-generating units have been completely covered; assessing the appropriateness of the estimation base and key assumptions (in particular projected sales growth rate and weighted-average cost of capital) used by the management in measuring the recoverable amount; assessing the historical reasonableness of management's estimates of business forecasts, and performing a sensitivity analysis of key assumptions. In addition to the above audit procedures, we have also involved a valuation specialist to evaluate the appropriateness of the weighted-average cost of capital used and its underlying assumptions; and inspecting the adequacy of the Company' s disclosures of related information on impairment evaluation of goodwill.

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent-company-only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

Auditors'Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements, ' ditors report as a whole, are free from material misstatement, whether due to fraud or error, and to issue an au that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material mi sstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or aggregated, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-company-only financial statements.

20

Agenda of 2022 General Shareholders’ Meeting

～

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, base on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. lfwe conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future

events or conditions may cause the Company to cease to continue as a going concern.

1. Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

2. Obtain sufficient appropriate audit evidence regarding the financial information of the investee companies accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other ma ers, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that w e identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

21

正

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors'report are Huei-Chen Chang and Ching-Wen Kao.

KPMG

Taipei, Taiwan (Republic of China) March 16, 2022

Notes to Readers

The accompanying parent-company-only financial statements are intended only to present the parent-company-only financial position, financial perfomiance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other 」urisdictions. The standards, procedures and practices to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China

22 The independent auditors'report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors'report and parent-company-only financial statements, the Chinese version shall prevail.

Agenda of 2022 General Shareholders’ Meeting

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 20,564,678 13 1110 Financial assets measured at fair value through profit or loss－ current (note 6(b)) 443,248 - 1120 Financial assets measured at fair value through other comprehensive income－current (note 6(c)) - - 1140 Contract assets－current (note 6(u)) - - 1170 Notes and accounts receivable, net (notes 6(d) & (u)) 6,335,764 4 1180 Notes and accounts receivable from related parties (notes 6(d) & (u) and 7) 37,518,525 23 1200 Other receivables, net (note 6(e)) 263,174 - 1210 Other receivables from related parties (notes 6(e) and 7) 664,582 - 130X Inventories (note 6(f)) 16,213,599 10 1470 Other current assets 245,025 - Total current assets 82,248,595 50 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income－non-current (note 6(c)) 6,690,542 4 1550 Investments accounted for using the equity method (note 6(g)) 67,951,695 42 1600 Property, plant and equipment (note 6(h)) 1,740,178 1 1755 Right-of-use assets (note 6(i)) 76,756 - 1760 Investment property (note 6(j)) 811,781 1 1780 Intangible assets (note 6(k)) 175,814 - 1840 Deferred income tax assets (note 6(r)) 3,100,650 2 1900 Other non-current assets 40,261 - 1980 Other financial assets－non-current (note 8) 160,566 - Total non-current assets 80,748,243 50 Total assets $ 162,996,838 100

December 31, 2020

Amount % 15,999,824 12 156,738 - 51,857 - 250 - 5,910,659 5 24,595,958 18 206,551 - 214,152 - 13,657,588 10 226,214 - 61,019,791 45 4,656,750 3 66,039,920 49 1,844,520 1 73,967 - 724,504 1 180,529 - 1,911,708 1 61,608 - 88,955 - 75,582,461 55 136,602,252 100

(Continued)

See accompanying notes to parent-company-only financial statements.

23

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Balance Sheets (Continued)

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Current liabilities: 2120 Financial liabilities measured at fair value through profit or loss－ current (note 6(b)) 2130 Contract liabilities－current (note 6(u)) 2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(v)) 2220 Other payables to related parties (note 7) 2250 Provisions－current (note 6(o) and 9) 2230 Current tax liabilities 2280 Lease liabilities－current (note 6(n)) 2365 Refund liabilities－current 2399 Other current liabilities Total current liabilities Non-current liabilities: 2540 Long-term debt (note 6(l)) 2530 Bonds payable(note 6(m)) 2570 Deferred income tax liabilities (note 6(r)) 2580 Lease liabilities－non-current (note 6(n)) 2600 Other non-current liabilities (note 6(q)) 2622 Long-term payable to related parties (note 7) Total non-current liabilities Total liabilities Equity (note 6(s)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity 3500 Treasury stock Total equity Total liabilities and equity	December 31, 2021		December 31, 2020 Amount % 943,985 1 79,131 - 41,949,644 31 503,171 - 18,406,873 13 763,946 1 742,153 1 1,680,371 1 60,449 - 3,650,911 3 433,513 - 69,214,147 51 3,300,000 3 - - 3,153,296 2 14,236 - 607,208 - 20,034 - 7,094,774 5 76,308,921 56 30,478,538 22 27,378,068 20 853,852 1 3,976,265 3 6,038,916 4 (5,517,452) (4) (2,914,856) (2) 60,293,331 44 136,602,252 100

See accompanying notes to parent-company-only financial statements.

24

Agenda of 2022 General Shareholders’ Meeting

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4000 Net revenue (notes 6(u) and 7) 5000 Cost of revenue (notes 6(f) & (o) and 7) Gross profit before realized gross profit on sales to subsidiaries, associates and joint ventures 5920 (Unrealized) realized gross profit on sales to subsidiaries, associates and joint ventures Gross profit Operating expenses (notes 6(d), (h), (i), (j), (k), (n), (o), (p), (q) & (v), 7 and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses Total operating expenses 6500 Other operating income and expenses, net (notes 6(p) & (w) and 7) Operating income Non-operating income and loss: 7100 Interest income (notes 6(x) and 7) 7010 Other income (note 6(x)) 7020 Other gains and losses (notes 6(x) and 7) 7050 Finance costs (notes 6(n) & (x) and 7) 7060 Share of profits of subsidiaries, associates and joint ventures (note 6(g)) Total non-operating income and loss Income before taxes 7950 Income tax expenses (note 6(r)) Net Income Other comprehensive income (loss) (notes 6(g), (q), (r), (s) & (y)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains and losses from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive losses of subsidiaries and associates 8349 Income tax related to items that will not be reclassified subsequently to profit or loss Total items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations 8399 Income tax related to items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive loss, net of taxes Total comprehensive income for the year Earnings per share (in New Taiwan dollars) (note 6(t)): 9750 Basic earnings per share 9850 Diluted earnings per share	2021 Amount % $ 246,828,456 100 (231,450,073) (94) 15,378,383 6 (45,415) - 15,332,968 6 (3,325,745) (1) (1,459,183) (1) (2,204,357) (1) (6,989,285) (3) 161,174 - 8,504,857 3 42,434 - 287,772 - (33,924) - (51,662) - 4,953,384 2 5,198,004 2 13,702,861 5 (2,805,434) (1) 10,897,427 4 (157,368) - (83,057) - (103,357) - 31,474 - (312,308) - (2,766,226) (1) - - (2,766,226) (1) (3,078,534) (1) $ 7,818,893 3 $ 3.63 $ 3.60	2020 Amount % 209,586,473 100 (199,065,721) (95) 10,520,752 5 2,440 - 10,523,192 5 (3,034,971) (1) (1,165,863) (1) (1,986,440) (1) (6,187,274) (3) 154,916 - 4,490,834 2 50,577 - 185,228 - 178,477 - (65,529) - 2,524,675 2 2,873,428 2 7,364,262 4 (1,334,975) (1) 6,029,287 3 (5,026) - 716,961 - (35,859) - 1,005 - 677,081 - (1,855,833) (1) - - (1,855,833) (1) (1,178,752) (1) 4,850,535 2 2.01 1.99

See accompanying notes to parent-company-only financial statements.

25

													Total equity	57,841,473		6,029,287	(1,178,752)	(1,178,752)	4,850,535			-	-	(1,352,971)	(1,014,728)	36,416	(361,943)	-	76,443	43,604	174,404	(12)	110		-		60,293,331		10,897,427	(3,078,534)	(3,078,534)	7,818,893			-	-	(4,571,781)	70,119	(24,908)	60,177		29,880	1,005		-		-		63,676,716
												Treasury	stock	(2,914,856)		-	-		-			-	-	-	-	-	(361,943)	361,943	-	-	-	-	-		-		(2,914,856)		-	-		-			-	-	-	-	-	-		-	-		-		-		(2,914,856)
													Total	(4,342,227)		-	(1,178,752)		(1,178,752)			-	-	-	-	-	-	-	-	-	-	-	-		3,527		(5,517,452)		-	(3,078,534)		(3,078,534)			-	-	-	-	-	72		-	-		(40,230)		348,520		(8,287,624)
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)	ACER INCORPORATED	Parent-Company-Only Statements of Changes in Equity	For the years ended December 31, 2021 and 2020	(Expressed in Thousands of New Taiwan Dollars)	Retained earnings Other equity	Unrealized gain	(loss) from	financial assets	measured at	Foreign fair value	Unappropriated currency through other Remeasurements	Common Capital Legal Special retained translation comprehensive of defined	stock surplus reserve reserve earnings Total differences income benefit plans	30,749,338 28,152,962 587,602 2,940,572 2,668,082 6,196,256 (4,187,394) 133,070 (287,903)		- - - - 6,029,287 6,029,287 - - -	- - - - - - (1,855,833) 632,065 45,016		- - - - 6,029,287 6,029,287 (1,855,833) 632,065 45,016			- - 266,250 - (266,250) - - - -	- - - 1,035,693 (1,035,693) - - - -	- - - - (1,352,971) (1,352,971) - - -	- (1,014,728) - - - - - - -	- 36,416 - - - - - - -	- - - - - - - - -	(270,800) (91,143) - - - - - - -	- 76,443 - - - - - - -	- 43,604 - - - - - - -	- 174,404 - - - - - - -	- - - - (12) (12) - - -	- 110 - - - - - - -		- - - - (3,527) (3,527) - 3,527 -		30,478,538 27,378,068 853,852 3,976,265 6,038,916 10,869,033 (6,043,227) 768,662 (242,887)		- - - - 10,897,427 10,897,427 - - -	- - - - - - (2,766,226) (324,225) 11,917		- - - - 10,897,427 10,897,427 (2,766,226) (324,225) 11,917			- - 602,575 - (602,575) - - - -	- - - 857,485 (857,485) - - - -	- - - - (4,571,781) (4,571,781) - - -	- 70,119 - - - - - - -	- (24,908) - - - - - - -	- 60,105 - - - - 3,856 (6,544) 2,760		- 29,880 - - - - - - -	- 1,005 - - - - - - -		- - - - 40,230 40,230 - (40,230) -		- - - - (348,520) (348,520) - 348,520 -		30,478,538 27,514,269 1,456,427 4,833,750 10,596,212 16,886,389 (8,805,597) 746,183 (228,210)
														$																																													$
														Balance at January 1, 2020		Net income for the year	Other comprehensive income (loss) for the year		Total comprehensive income (loss) for the year		Appropriation approved by the stockholders:	Legal reserve	Special reserve	Cash dividends	Cash distributed from capital surplus	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Purchase of treasury share	Retirement of treasury share	Share of changes in equity of associates	Changes in ownership interests in subsidiaries	Difference between consideration and carrying amount of subsidiaries disposed	Reorganization under common control	Stock option compensation cost of subsidiaries	Disposal of financial assets measured at fair value through other comprehensive	income by subsidiaries		Balance at December 31, 2020		Net income for the year	Other comprehensive income (loss) for the year		Total comprehensive income (loss) for the year		Appropriation approved by the stockholders:	Legal reserve	Special reserve	Cash dividends	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Share of changes in equity of associates	Changes in ownership interests in subsidiaries	Difference between consideration and carrying amount of subsidiaries aquired or	disposed	Stock option compensation cost of subsidiaries	Disposal of financial assets measured at fair value through other comprehensive	income by the company	Disposal of financial assets measured at fair value through other comprehensive	income by subsidiaries		Balance at December 31, 2021

26

Agenda of 2022 General Shareholders’ Meeting

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Statements of Cash Flows

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

2021 Cash flows from operating activities: Income before income tax $ 13,702,861 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 140,120 Amortization 24,593 Net loss on financial assets measured at fair value through profit or loss 406 Interest expense 51,662 Interest income (42,434) Dividend income (287,772) Share of profits of subsidiaries, associates and joint ventures (4,953,384) Gain on disposal of equipment and intangible assets (657) Property, Plant and equipment reclassified to expenses 917 Unrealized (realized) profit on sales to subsidiaries, associates and joint ventures 45,415 Acquisition of financial asset by contribution of technical know-how - Other profits from investment (196) Total adjustments for profit or loss (5,021,330) Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss (1,084,932) Contract assets 250 Notes and accounts receivable (425,105) Notes and accounts receivable from related parties (12,922,567) Inventories (2,563,051) Other receivables and other current assets (70,225) Changes in operating assets (17,065,630) Changes in operating liabilities: Notes and accounts payable 6,028,200 Payables to related parties 159,923 Refund liabilities (14,624) Other payables and other current liabilities 8,119,742 Provisions 92,572 Contract liabilities (69,619) Other non-current liabilities and long-term payables to related parties (24,630) Changes in operating liabilities 14,291,564 Cash provided by operations 5,907,465 Interest received 42,317 Income taxes paid (1,065,249) Net cash provided by operating activities 4,884,533

2020 7,364,262 154,282 44,041 1,268 65,529 (50,577) (185,228) (2,524,675) (1,181) - (2,440) (17,421) - (2,516,402) 650,016 1,758 (2,045,779) (2,632,315) (980,229) 3,436 (5,003,113) 13,931,231 437,903 833,999 2,652,811 25,313 (28,167) (84,826) 17,768,264 17,613,011 50,566 (13,457) 17,650,120

(Continued)

See accompanying notes to parent-company-only financial statements.

27

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Statements of Cash Flows (Continued)

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021 Cash flows from investing activities: Purchase of financial assets measured at fair value through other comprehensive income (2,175,540) Proceeds from disposal of financial assets at fair value through other comprehensive income 107,703 Proceeds from capital return and liquidation of financial assets measured at fair value through other comprehensive income 2,845 Additions to investments accounted for using the equity method (113,655) Proceeds from disposal of investments accounted for using the equity method 66,165 Proceeds from capital return of investments accounted for using the equity method - Additions to property, plant and equipment and investment property (40,378) Proceeds from disposal of equipment and intangible assets 895 Increase in receivables from related parties (412,338) Additions to intangible assets (7,810) Cash outflows from business demerger - Increase in assets recognized from costs to fulfill contracts with customers (2,438) Increase in other non-current financial assets and other non-current assets (59,894) Dividends received 560,248 Net cash flows provided by (used in) investing activities (2,074,197) Cash flows from financing activities: Increase in short-term borrowings 23,465,683 Decrease in short-term borrowings (23,465,683) Proceeds from issuing bonds 10,000,000 Repayment of long-term debt (3,300,000) Payment of lease liabilities (77,024) Decrease in loans from related parties (280,000) Cash dividends (4,571,781) Cash distributed from capital surplus - Purchase of treasury stock - Interest paid (16,677) Net cash flows provided by (used in) financing activities 1,754,518 Net increase in cash and cash equivalents 4,564,854 Cash and cash equivalents at beginning of period 15,999,824 Cash and cash equivalents at end of period $ 20,564,678

2020 (297,000) - 2,746 (43,365) 29,930 602,819 (43,789) 5,251 (84,106) (410) (27,718) (19,096) (5,096) 333,191 453,357 5,233,942 (5,233,942) - (2,500,000) (78,575) (813,000) (1,352,971) (1,014,728) (361,943) (66,019) (6,187,236) 11,916,241 4,083,583 15,999,824

See accompanying notes to parent-company-only financial statements.

28

Agenda of 2022 General Shareholders’ Meeting

Independent Auditors'Report

To the Board of Directors Acer Incorporated:

Opinion

We have audited the consolidated financial statements of Acer Incorporated and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Acer Incorporated and its subsidiaries as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (" IFRSs"), International Accounting Standards (" IASs"), and interpretations developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors'Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Acer Incorporated and its subsidiaries in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (the "Code"), and we have fulfilled our other ethical responsibilities in accordll;nce with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

29

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member fi1ms affiliated with KPMG International Limited, a private English company limited by guarantee

～

Key audit matters for the consolidated financial statements for the year ended December 31, 2021 are stated as follows:

1. Revenue recognition

Refer to Note 4(p) for the accounting policies on recognizing revenue and Note 5(a) for uncertainty of accounting estimations and assumptions for sales returns and allowances.

Description of key audit matter:

Acer Incorporated and its subsidiaries engaged primarily in the sale of brand-name IT products. Revenue is recognized depending on the various trade terms agreed with customers. This exposes Acer Incorporated and its subsidiaries to the risk that the sales transactions made close to the balance sheet date are not recorded in the appropriate period. Furthermore, the accrual of sales allowances and returns based on business practice is subject to management's judgment, which involves significant uncertainty. Consequently, the revenue recognition and accrual of sales allowances and returns have been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matters above, we have performed certain audit procedures including, among internal others, testing the design and operating effectiveness of Acer Incorporated and its subsidiaries' controls over the timing of revenue recognition; performing a sample test of sales transactions taking place before and after the balance sheet date to ensure that revenue was recognized in the appropriate period; assessing the methodology used by management in estimat!ng sales allowances and returns, including the reasonableness of key assumptions; and inspecting the historical payments of sales allowances and returns to evaluate the reasonableness of the sales allowances and returns estimated by management.

2. Valuation of inventories

Refer to Note 4(h) for the accounting policies on inventory valuation, Note 5(b) for uncertainty of accounting estimations and assumptions for inventory valuation and Note 6(e) for the details of the write-down of inventories.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid innovation of computech industry and fierce market competition, Acer Incorporated and its subsidiaries'product price may m fluctuate rapidly. Furtherore, the stocks for products and components may exceed customers'demands thus becoming obsolete. These factors expose Acer Incorporated and its subsidiaries to significant level of uncertainty particularly in the area of estimating net realizable value, which is subject to management's judgments. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, among others, evaluating whether valuation of inventories was accounted for in accordance with Acer Incorporated and its subsidiaries' accounting policies; obtaining the inventory aging report, analyzing the fluctuation of inventory aging and selecting samples to verify the accuracy of inventory aging classification; and testing the net realizable value of inventories to evaluate the reasonableness of inventory provisions.

3. Impairment of goodwill

Refer to Note 4(n) for the accounting policies on impairment of non-financial assets, Note 5(c) for uncertainty of accounting estimations and assumptions for goodwill impairment and Note 6(k) for the evaluation of goodwill impairment.

30

Agenda of 2022 General Shareholders’ Meeting

~

Description of key audit matter:

Goodwill arising from acquisition of subsidiaries is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of the cash-generating unit of goodwill involves management's judgment and estimation with respect to the future cash flows and key assumptions which are complex and involve significant uncertainty. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, among others, assessing the basis used by management for identifying the cash-generating units and whether book value of assets belonging to respective cash-generating units have been completely covered; assessing the appropriateness of the estimation base and key assumptions (in particular projected sales growth rate and weighted-average cost of capital) used by the management in measuring the recoverable amount; assessing the historical reasonableness of management's estimates of business forecasts, and performing a sensitivity analysis of key assumptions. In addition to the above audit procedures, we have also involved a valuation specialist to evaluate the appropriateness of the weighted-average cost of capital used and its underlying assumptions; and inspecting the adequacy disclosures of related information on impairment evaluation of goodwill.

Other Matter

Acer Incorporated has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an umnodified audit opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs, IASs, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing Acer Incorporated and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Acer Incorporated and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit Committee) are responsible for overseeing Acer Incorporated and its subsidiaries' financial reporting process.

Auditors'Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or aggregated, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

31

~

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Acer Incorporated and its subsidiaries'internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Acer Incorporated and its subsidiaries'ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'report. However, future events or conditions may cause Acer Incorporated and its subsidiaries to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Acer Incorporated and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

32

Agenda of 2022 General Shareholders’ Meeting

占

From the matters communicated with those charged with governance, we detennine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors'report are Huei-Chen Chang and Ching-Wen Kao.

KPMG

Taipei, Taiwan (Republic of China) March 16, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors'report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors'report and consolidated financial statements, the Chinese version shall prevail.

33

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ACER INCORPORATED AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 44,619,541 21 1110 Financial assets measured at fair value through profit or loss－ current (note 6(b)) 3,222,868 2 1120 Financial assets measured at fair value through other comprehensive income－current (note 6(c)) - - 1140 Contract assets－current (note 6(x)) 451,354 - 1170 Notes and accounts receivable, net (notes 6(d) & (x)) 64,039,437 30 1180 Accounts receivable from related parties (notes 6(d) & (x) and 7) 1,329 - 1200 Other receivables (notes 6(d) and 7) 505,914 - 1220 Current income tax assets 486,468 - 130X Inventories (note 6(e)) 58,703,827 27 1470 Other current assets (note 6(l)) 3,064,500 1 Total current assets 175,095,238 81 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income－non-current (note 6(c) and 7) 7,806,702 4 1550 Investments accounted for using the equity method (note 6(f) and 7) 937,129 - 1600 Property, plant and equipment (notes 6(h)) 4,055,870 2 1755 Right-of-use assets (note 6(i)) 1,736,642 1 1760 Investment property (note 6(j)) 819,591 - 1780 Intangible assets (note 6(k)) 16,527,283 8 1840 Deferred income tax assets 3,671,634 2 1900 Other non-current assets (notes 6(l) & (s)) 2,943,066 1 1980 Other financial assets－non-current (note 8) 1,195,156 1 Total non-current assets 39,693,073 19 Total assets $ 214,788,311 100

December 31, 2020

Amount % 39,181,023 21 5,841,103 3 98,818 - 514,369 - 55,170,110 30 27,419 - 548,016 - 365,493 - 42,983,432 24 4,006,693 3 148,736,476 81 6,109,592 3 1,008,312 1 3,865,909 2 1,857,520 1 749,843 - 16,292,729 9 2,480,776 1 1,748,559 1 1,058,956 1 35,172,196 19 183,908,672 100

(Continued)

See accompanying notes to consolidated financial statements.

34

Agenda of 2022 General Shareholders’ Meeting

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ACER INCORPORATED AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(m) and 8) 2120 Financial liabilities measured at fair value through profit or loss－ current (note 6(b) & (g)) 2130 Contract liabilities－current (note 6(x)) 2170 Notes and accounts payable (note 7) 2200 Other payables (notes 6(y) and 7) 2230 Current tax liabilities 2250 Provisions－current (notes 6(q) and 9) 2280 Lease liabilities－current (note 6(p)) 2322 Current portion of long-term debt (notes 6(n) and 8) 2365 Refund liabilities－current 2399 Other current liabilities (note 6(s)) Total current liabilities Non-current liabilities: 2500 Financial liabilities measured at fair value through profit or loss－ non-current (note 6(b) & (g)) 2527 Contract liabilities－non-current (note 6(x)) 2531 Bonds payable (notes 6(o)) 2540 Long-term debt (notes 6(n) and 8) 2550 Provisions－non-current (note 6(q) and 9) 2570 Deferred income tax liabilities 2580 Lease liabilities－non-current (note 6(p)) 2600 Other non-current liabilities Total non-current liabilities Total liabilities Equity (note 6(u)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity 3500 Treasury stock Equity attributable to shareholders of the Parent 36XX Non-controlling interests Total equity Total liabilities and equity	December 31, 2021		December 31, 2020 Amount % 1,029,117 1 1,526,494 1 2,269,409 1 49,405,634 27 29,810,924 16 3,371,032 2 5,948,144 3 602,656 - 18,113 - 15,074,621 8 1,664,174 1 110,720,318 60 - - 827,783 - - - 3,395,102 2 33,121 - 3,555,113 2 1,353,697 1 2,081,574 1 11,246,390 6 121,966,708 66 30,478,538 17 27,378,068 15 853,852 1 3,976,265 2 6,038,916 3 (5,517,452) (3) (2,914,856) (2) 60,293,331 33 1,648,633 1 61,941,964 34 183,908,672 100

See accompanying notes to consolidated financial statements.

35

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

ACER INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4000 Net revenue (notes 6(x), 7 and 14) 5000 Cost of revenue (notes 6(e), (h), (i), (k), (p), (q) & (s), 7 and 12) Gross profit Operating expenses(notes 6(d), (h), (i), (j), (k), (p), (q), (s), (v), (y), 7 and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses Total operating expenses 6500 Other operating income and expenses, net (notes 6(r) & (z) and 7) Operating income Non-operating income and loss: 7100 Interest income(note 6(aa)) 7010 Other income(note 6(aa)) 7020 Other gains and losses(notes 6(aa) and 7) 7050 Finance costs(notes 6(p) & (aa)) 7060 Share of profits (losses) of associates and joint ventures(note 6(f)) Total non-operating income and loss 7900 Income before taxes 7950 Income tax expense(note 6(t)) Net income Other comprehensive income (loss)(notes 6(f), (u), (ab)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates 8349 Income tax related to items that will not be reclassified subsequently to profit or loss Total items that will not be reclassified to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations 8370 Share of other comprehensive gains (losses) of associates 8399 Income tax related to items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss), net of taxes Total comprehensive income for the year Net income (loss) attributable to: 8610 Shareholders of the Parent 8620 Non-controlling interests Total comprehensive income (loss) attributable to: 8710 Shareholders of the Parent 8720 Non-controlling interests Earnings per share (in New Taiwan dollars) (note 6(w)): 9750 Basic earnings per share 9850 Diluted earnings per share		2021	% 100 (88) 12 (5) (2) (1) (8) - 4 - - - - - - 4 (1) 3 - - - - - (1) - - (1) (1) 2 3 - 3 2 - 2 3.63 3.60	2020 Amount % 277,112,477 100 (246,992,862) (89) 30,119,615 11 (14,397,099) (5) (4,632,802) (2) (2,382,649) (1) (21,412,550) (8) 228,773 - 8,935,838 3 315,460 - 243,073 - (437,479) - (155,301) - 3,512 - (30,735) - 8,905,103 3 (2,759,493) (1) 6,145,610 2 37,203 - 635,743 - 42 - 162 - 673,150 - (1,841,430) - (3,271) - - - (1,844,701) - (1,171,551) - 4,974,059 2 6,029,287 2 116,323 - 6,145,610 2 4,850,535 2 123,524 - 4,974,059 2 2.01 1.99

See accompanying notes to consolidated financial statements.

36

Agenda of 2022 General Shareholders’ Meeting

														Total equity	59,195,239	6,145,610	(1,171,551)	4,974,059		-	-	(1,352,971)	(1,014,728)	36,416	(361,943)	-	109,999	-	301,669	-	181	-	135,581	(76,181)		(5,357)	61,941,964	11,287,313	(3,142,607)	8,144,706		-	-	(4,571,781)	70,119	(62,322)	-	53,032	-	1,704	249,470	337,722	(141,671)		-	66,022,943
												Non-	controlling	interests	1,353,766	116,323	7,201	123,524		-	-	-	-	-	-	-	33,556	(43,604)	301,669	(174,404)	71	12	135,581	(76,181)		(5,357)	1,648,633	389,886	(64,073)	325,813		-	-	-	-	(37,414)	(60,177)	53,032	(29,880)	699	249,470	337,722	(141,671)		-	2,346,227
										Total equity	attributable	to	shareholders	of the parent	57,841,473	6,029,287	(1,178,752)	4,850,535		-	-	(1,352,971)	(1,014,728)	36,416	(361,943)	-	76,443	43,604	-	174,404	110	(12)	-	-		-	60,293,331	10,897,427	(3,078,534)	7,818,893		-	-	(4,571,781)	70,119	(24,908)	60,177	-	29,880	1,005	-	-	-		-	63,676,716
													Treasury	stock	(2,914,856)	-	-	-		-	-	-	-	-	(361,943)	361,943	-	-	-	-	-	-	-	-		-	(2,914,856)	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	(2,914,856)
														Total	(4,342,227)	-	(1,178,752)	(1,178,752)		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		3,527	(5,517,452)	-	(3,078,534)	(3,078,534)		-	-	-	-	-	72	-	-	-	-	-	-		308,290	(8,287,624)
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)	ACER INCORPORATED AND SUBSIDIARIES	Consolidated Statements of Changes in Equity	For the years ended December 31, 2021 and 2020	(Expressed in Thousands of New Taiwan Dollars)	Attributable to shareholders of the Parent	Retained earnings Other equity	Unrealized gain	(loss) from	financial assets	measured at fair	Foreign value through	Unappropriated currency other Remeasurements	Capital Legal Special retained translation comprehensive of defined benefit	surplus reserve reserve earnings Total differences income plans	28,152,962 587,602 2,940,572 2,668,082 6,196,256 (4,187,394) 133,070 (287,903)	- - - 6,029,287 6,029,287 - - -	- - - - - (1,855,833) 632,065 45,016	- - - 6,029,287 6,029,287 (1,855,833) 632,065 45,016		- 266,250 - (266,250) - - - -	- - 1,035,693 (1,035,693) - - - -	- - - (1,352,971) (1,352,971) - - -	(1,014,728) - - - - - - -	36,416 - - - - - - -	- - - - - - - -	(91,143) - - - - - - -	76,443 - - - - - - -	43,604 - - - - - - -	- - - - - - - -	174,404 - - - - - - -	110 - - - - - - -	- - - (12) (12) - - -	- - - - - - - -	- - - - - - - -		- - - (3,527) (3,527) - 3,527 -	27,378,068 853,852 3,976,265 6,038,916 10,869,033 (6,043,227) 768,662 (242,887)	- - - 10,897,427 10,897,427 - - -	- - - - - (2,766,226) (324,225) 11,917	- - - 10,897,427 10,897,427 (2,766,226) (324,225) 11,917		- 602,575 - (602,575) - - - -	- - 857,485 (857,485) - - - -	- - - (4,571,781) (4,571,781) - - -	70,119 - - - - - - -	(24,908) - - - - - - -	60,105 - - - - 3,856 (6,544) 2,760	- - - - - - - -	29,880 - - - - - - -	1,005 - - - - - - -	- - - - - - - -	- - - - - - - -	- - - - - - - -		- - - (308,290) (308,290) - 308,290 -	27,514,269 1,456,427 4,833,750 10,596,212 16,886,389 (8,805,597) 746,183 (228,210)
														Common stock	$ 30,749,338	-	-	-		-	-	-	-	-	-	(270,800)	-	-	-	-	-	-	-	-		-	30,478,538	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-		-	$ 30,478,538
															Balance at January 1, 2020	Net income for the year	Other comprehensive income (loss) for the year	Total comprehensive income (loss) for the year	Appropriation approved by the stockholders:	Legal reserve	Special reserve	Cash dividends	Cash distributed from capital surplus	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Purchase of treasury stock	Retirement of treasury stock	Share of changes in equity of associates	Change in ownership interests in subsidiaries	Acquisition and disposal of interests in subsidiaries	Difference between consideration and carrying amount of subsidiaries disposed	Stock option compensation cost of subsidiaries	Reorganization under common control	Increase in non-controlling interests	Cash dividends paid to non-controlling interests by subsidiaries	Disposal of financial assets measured at fair value through other comprehensive income by	subsidiaries	Balance at December 31, 2020	Net income for the year	Other comprehensive income (loss) for the year	Total comprehensive income (loss) for the year	Appropriation approved by the stockholders:	Legal reserve	Special reserve	Cash dividends	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Share of changes in equity of associates	Changes in ownership interests in subsidiaries	Acquisition and disposal of interests in subsidiaries	Difference between consideration and carrying amount of subsidiaries acquired or disposed	Stock option compensation cost of subsidiaries	Acquisition of subsidiaries	Increase in non-controlling interests	Cash dividends paid to non-controlling interests by subsidiaries	Disposal of financial assets measured at fair value through other comprehensive income by	subsidiaries	Balance at December 31, 2021

37

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ACER INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021 Cash flows from operating activities: Income before income tax $ 15,435,645 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 1,022,560 Amortization 492,670 Net gain on financial assets measured at fair value through profit or loss (30,094) Interest expense 336,677 Net gain on disposal of investments accounted for using the equity method (47,815) Interest income (318,945) Dividend income (354,416) Share-based compensation cost 1,704 Share of profit of associates and joint ventures (68,427) Loss (gain) on disposal of equipment and intangible assets 8,252 Net gain on disposal of investment property (1,141) Property, plant and equipment reclassified to expenses 917 Intangible assets reclassified to expenses - Acquisition of financial asset by contribution of technical know-how - Gain on liquidation of subsidiaries and other investments (3,068) Total adjustments for profit or loss 1,038,874 Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss (1,744,184) Contract assets 63,015 Notes and accounts receivable (8,283,499) Receivables from related parties 30,990 Inventories (15,317,842) Other receivables and other current assets 268,860 Other non-current assets (16,406) Changes in operating assets (24,999,066) Changes in operating liabilities: Contract liabilities 198,239 Notes and accounts payable 8,138,491 Other payables and other current liabilities 7,158,143 Provisions 622,044 Refund liabilities 1,052,018 Other non-current liabilities (11,505) Changes in operating liabilities 17,157,430 Cash provided by operations 8,632,883 Interest received 318,103 Income taxes paid (2,453,171) Net cash flows provided by operating activities 6,497,815

2020 8,905,103 1,078,156 573,592 (4,930) 155,301 - (315,460) (243,073) 181 (3,512) (2,713) - - 6,806 (17,421) (902) 1,226,025 960,364 (93,487) (5,716,202) 13,782 (1,968,800) 384,523 (5,429) (6,425,249) 602,249 14,181,820 5,252,540 995,189 2,633,421 155,044 23,820,263 27,526,142 319,923 (355,523) 27,490,542

(Continued)

38 See accompanying notes to consolidated financial statements.

Agenda of 2022 General Shareholders’ Meeting

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ACER INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Purchase of financial assets measured at fair value through other comprehensive income Proceeds from disposal of financial assets measured at fair value through other comprehensive income Proceeds from capital return and liquidation of financial assets measured at fair value through other comprehensive income Purchase of financial assets measured at fair value through profit or loss Proceeds from disposal of financial assets measured at fair value through profit or loss Proceeds from disposal of investments accounted for using equity method Additions to property, plant and equipment and investment property Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment property Additions to intangible assets Net cash flow from disposal of subsidiaries and other investments Net cash received from acquisition of subsidiaries Increase in assets recognized from costs to fulfill contracts with customers Decrease (increase) in other non-current financial assets Dividends received Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from issuing bonds Increase in long-term debt Repayment of long-term debt Payment of lease liabilities Cash dividends Cash distributed from capital surplus Purchase of treasury stock Cash dividends paid to non-controlling interests by subsidiaries Issuance of common stock by subsidiaries not subscribed by the Group Acquisition of ownership to interests in subsidiaries Proceeds from disposal of interests in subsidiaries (without losing control) Interest paid Net cash flows provided by (used in) financing activities Effect of foreign exchange rate changes Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

39

See accompanying notes to consolidated financial statements.

Attachment 6

Acer Incorporated Articles of Incorporation

(Before and Revision Chart)

==> picture [483 x 41] intentionally omitted <==

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

Reason for
After Revision Before Revision
Revision
----- End of picture text -----

After Revision	After Revision	Before Revision	Reason for Revision
	Article 2 The scope of business of this Company shall include the following: (1)~(14) (Omitted) ~~(15) F401021 Restrained Telecom Radio~~ ~~Frequency Equipment and Materials~~ ~~Import;~~ (15)F113070 Wholesale of Telecom Instru- ments; (16)IZ13010 Internet Identify Services; (17)F108031 Wholesale of Drugs, Medical Goods; (18)F208031 Retail Sale of Medical Equip- ments; (19)ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Article 2 The scope of business of this Company shall include the following: (1)~(14) (Omitted) (15) F401021 Restrained Telecom Radio Fre- quency Equipment and Materials Import; (16) F113070 Wholesale of Telecom Instru- ments; (17) IZ13010 Internet Identify Services; (18) F108031 Wholesale of Drugs, Medical Goods; (19) F208031 Retail Sale of Medical Equip- ments; (20) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Given that the revi- sions to Telecommuni- cations Management Act already cancelled the special approval with respect to per- mit for the import of controlled telecom- munications radio-fre- quency devices, such business items is delet- ed correspondingly. The serial numbers are adjusted because the business item has been deleted.
	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.~~ ~~The Company is entitled to deliver the share~~ ~~certificates by book-entry transfer without~~ ~~printing physical securities. It shall be the~~ ~~same for issuance of other securities.~~ The Companymaybe exempted fromprinting anyshare certificate for the shares issued, but shall register the issued shares with a centralized securities depositaryenterprise and follow the regulations of that enterprise.	Article 7 After approval for registration, the share cer- tificates 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 compe- tent registrar. The Company is entitled to deliver the share certificates by book-entry transfer without printing physical securities. It shall be the same for issuance of other securities.	To amend it in accor- dance with Company Act and the Company’s actual operation.

40

Agenda of 2022 General Shareholders’ Meeting

After Revision

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.

The shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authorit y, and the Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

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 made pursuant to the requirements of the competent authority in charge of securities affairs, and delivered to this Company five (5) days before the shareholders’ meeting. In such a case, only the proxy received earlier shall be effective.

Before Revision

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.

Reason for Revision

To amend it in accordance with the revisions to Article 172-2 and 356-8 of Company Act that the public company is entitled to held shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. Such amendment may increase flexibility to held shareholding meeting by means of visual communication network.

To amend it in accordance with Article 177 of Company Act.

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	Article 21 Where this Company has earnings at the end of the fscal year, after paying all relevant taxes, making up losses of previous year, this Com- pany shall frst set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total~~authorized~~ paid-in capital. Thereafter, this Company shall set aside or reverse a special reserve in accor- dance with the applicable laws and regulations. The remainder together with previous year amount, after an amount is reserved for oper- ation needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accordance with competent laws and regula- tions, the Company shall not pay dividends or bonuses when there is no proft. The distribut- able 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 distri- bution shall be submitted to the shareholders’ meeting.	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 regu- lations. The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to share- holders 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 two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.	To amend it in accor- dance with the wording of Article 237 of Com- pany Act for clarifca- tion.
	Article 23 (omitted) The forty-fifth amendment was approved on June 10,2022.	Article 23 (omitted)	To add the date of amendment.

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Agenda of 2022 General Shareholders’ Meeting

Attachment 7

Acer Incorporated Regulations for the Conduct of Shareholders' Meeting

(Before and Revision Chart)

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Before Revision Reason for Revision 2. Each shareholders or his/her/its proxy atTo amend it in accortending the Shareholders’ Meeting shall d a n c e w i t h r e v i s e d sign the attendance card for their attenCompany Act and the dance. The number of shares in attendance regulations stipulated by of the Shareholders’ Meeting shall be calthe competent authority culated based upon the number of shares in charge of securities signed in according to the attendance affairs. cards so submitted.

After Revision	After Revision	Before Revision	Reason for Revision
2.	Each shareholders or his/her/its proxy at- tending the Shareholders’ Meeting shall sign the attendance card for their atten- dance. The number of shares in attendance of the Shareholders’ Meeting shall be cal- culated based upon the number of shares signed in according to the attendance cards so submitted. The time duringwhich shareholder attendance registrations will be accepted shall be at least 30 minutesprior to the time the meetingcommences. Theplace at which attendance registrations are accepted shall be clearlymarked and a sufficient number of suitablepersonnel assigned to handle the registrations. For virtual shareholders meetings, shareholders maybegin to register on the virtual meeting platform 30 minutes before the meetingstarts. Shareholders completingregistration will be deemed as attend the shareholders meetinginperson. In the event of a virtual shareholders meeting,shareholders wishingto attend the meetingonline shall register with the Companytwo days before the meeting date. In the event of a virtual shareholders meeting,the Companyshall upload the meetingagenda book,annual report and other meetingmaterials to the virtual meeting platform at least 30 minutes before the meetingstarts,and keepthis information disclosed until the end of the meeting.	2. Each shareholders or his/her/its proxy at- tending the Shareholders’ Meeting shall sign the attendance card for their atten- dance. The number of shares in attendance of the Shareholders’ Meeting shall be cal- culated based upon the number of shares signed in according to the attendance cards so submitted.	To amend it in accor- d a n c e w i t h r e v i s e d Company Act and the regulations stipulated by the competent authority in charge of securities afairs.
3.	The attendance and votes at the Share- holders’ Meeting shall be based upon the number of shares in attendance. The shares in attendance shall be calculated accordingto the shares indicated bythe attendance book and attendance card handed in,and the shares checked in on the virtual meeting platform, plus the shares exercising voting right by the way of electronic transmission.	3. The attendance and votes at the Share- holders’ 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.	To amend it in accor- d a n c e w i t h r e v i s e d Company Act and the regulations stipulated by the competent authority in charge of securities afairs.

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When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal. On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company’s virtual shareholders meeting, when the meeting is called to order, the total number of shares re presented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

1. The Shareholders’ Meeting shall be held 4. The Shareholders’ Meeting shall be held To amend it in accordance at the location of the Company, or a place at the location of the Company, or a place with revised Company which is convenient for the shareholders which is convenient for the shareholders Act and the regulations to attend and proper for holding such to attend and proper for holding such s t i p u l a t e d b y t h e meeting. The Shareholders’ Meeting shall meeting. The Shareholders’ Meeting shall competent authority be held no earlier than 9 a.m. and no later be held no earlier than 9 a.m. and no later in charge of securities than 3 p.m. on the designated meeting than 3 p.m. on the designated meeting affairs. date. Full consideration shall be given to date. the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the p lace of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

When the Company convenes a virtualonly shareholders meeting, both the chair and secretary shall be in the same location domestically, and the chair shall declare the address of their location when the meeting is called to order.

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Agenda of 2022 General Shareholders’ Meeting

After Revision

1. ~~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 Company, beginning from the time it acce p ts shareholder attendance registrations, shall make an uninterrupted audio and v ide o re cordin g of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

• Before Revision Reason for Revision

• 1. The Shareholders’ Meeting shall be recordTo amend it in accored in their entirety by video or audio red a n c e w i t h r e v i s e d cording equipment, and such records shall Company Act and the be kept on file for one year following each regulations stipulated by such meeting. the competent authority in charge of securities affairs.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, checkin, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

1. A shareholder in attendance who wishes 10. A shareholder in attendance who wishes To amend it in accorto make an oral statement at the Shareto make an oral statement at the Shared a n c e w i t h r e v i s e d holders’ Meeting shall first submit an oral holders’ Meeting shall first submit an oral Company Act and the statement form, stating the gist of his/ statement form, stating the gist of his/ regulations stipulated by her statement, his/her name and shareher statement, his/her name and sharethe competent authority holder’s account number. The person preholder’s account number. The person prein charge of securities siding over the meeting shall determine siding over the meeting shall determine affairs. the order to make such oral statements. the order to make such oral statements. Shareholder in attendance who submits Shareholder in attendance who submits an oral statement form but fail to make an an oral statement form but fail to make an oral statement shall be deemed to have oral statement shall be deemed to have not made any statement. In the event of not made any statement. In the event of any conflict between the contents of the any conflict between the contents of the oral statement form and the actual oral oral statement form and the actual oral statement, the actual oral statement shall statement, the actual oral statement shall prevail. No shareholders shall interfere prevail. No shareholders shall interfere with the shareholder who is making oral with the shareholder who is making oral statement in any way unless the chairman statement in any way unless the chairman of the meeting or the speaking shareof the meeting or the speaking shareholder gives his/her consent. The person holder gives his/her consent. The person presiding over the meeting shall stop any presiding over the meeting shall stop any such interference. such interference.

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	Where a virtual shareholders meetingis convened,shareholders attendingthe virtual meetingonline mayraisequestions in writingat the virtual meeting platform from the chair declaringthe meeting open until the chair declaringthe meeting adjourned. No more than twoquestions for the sameproposal maybe raised. Each question shall contain no more than 200 words. The regulations in thepreceding paragraph do not apply.
15. The person presiding over the meeting shall appoint persons among the share- holders 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 accord- ingly. In the event of a virtual shareholders meeting,the Companyshall disclose real-time results of votes and election immediatelyafter the end of the voting session on the virtual meeting platform accordingto the regulations,and this disclosure shall continue at least 15 minutes after the chair has announced the meetingadjourned.		15. The person presiding over the meeting shall appoint persons among the share- holders 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 accord- ingly.	To amend it in accordance with revised Company Act and the regulations s t i p u l a t e d b y t h e competent authority in charge of securities affairs.
16.	Unless otherwise provided for in the Com- pany 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 efect as a voting by ballot. In the event of a virtual shareholders meeting,votes shall be counted at once after the chair announces the votingsession ends,and results of votes and elections shall be announced immediately.	16. Unless otherwise provided for in the Com- pany 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 efect as a voting by ballot.	To amend it in accordance with revised Company Act and the regulations s t i p u l a t e d b y t h e competent authority in charge of securities affairs.

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Agenda of 2022 General Shareholders’ Meeting

After Revision

1. 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.

Before Revision

1. 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.

Reason for Revision

To amend it in accordance with revised Company Act and the regulations s t i p u l a t e d b y t h e competent authority in charge of securities affairs.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Com p anies , if the virtual meeting platform or participation in the virtual meeting is obstructed due to force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

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After Revision	After Revision	After Revision	Before Revision	Reason for Revision
		When the Companyconvenes a hybrid shareholders meeting,and the virtual meetingcannot continue as described in secondparagraph,if the total number of shares represented at the meeting, after deductingthose represented byshareholders attendingthe virtual shareholders meetingonline,still meets the minimum legal requirement for a shareholder meeting,then the shareholders meetingshall continue,and notpostponement or resumption thereof under the secondparagraph is required. Under the circumstances where a meeting should continue as in thepreceding paragraph,the shares represented byshareholders attendingthe virtual meetingonline shall be counted towards the total number of shares represented byshareholderspresent at the meeting, provided these shareholders shall be deemed abstainingfrom votingon all proposals on meetingagenda of that shareholders meeting.
	20. The applicable provisions of the Compa- ny Act, the relevant regulations and the Company’s Articles of Incorporation shall govern any matter not provided herein.		20. The applicable provisions of the Company Act and the Company’s Articles of Incor- poration shall govern any matter not pro- vided herein.	To amend it in accordance with revised Company Act and the regulations s t i p u l a t e d b y t h e competent authority in charge of securities affairs.
	Article 22 (omitted) Fifth Amendment approved bythe General Shareholders’ Meetingheld on June 10,2022.		Article 22 (omitted)	To add the date of amendment.

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Agenda of 2022 General Shareholders’ Meeting

Attachment 8

Acer Incorporated Procedures Governing Acquiring or Disposing of Assets (Before and Revision Chart)

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Article 4 Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets 1.~3 (Omitted) 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 offi- cers, certified public accounts, attorneys, and securities underwriters, and the pro- cess when issuing an appraisal report or opinion, shall comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”,~~and~~ related regulations” and self-discipline enacted by suchperson’s industryassociation. 5. (Omitted)	Article 4 Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets 1.~3 (Omitted) 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 offi- cers, certified public accounts, attorneys, and securities underwriters, and the pro- cess 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. (Omitted)	To amend it in accor- dance with “Regulations Governing the Acqui- sition and Disposal of Assets by Public Compa- nies” amended pursuant to ruling issued by the Financial Supervisory Commission, R.O.C. (Ref. no.: Jin Guan Zheng Fa Zi 1110380465) on January 28, 2022.
Article 6 The Standards for Public Announcement 1.For acquisition or disposal of the Compa- ny’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 Au- thority based on its nature, within two days commencing immediately from the date of occurrence of said matter: (1)~(5) (Omitted) (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 govern- ment bond, or foreign bond with a credit ratingnot lower than the sovereign ratingof the ROC.	Article 6 The Standards for Public Announcement 1.For acquisition or disposal of the Compa- ny’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 Au- thority based on its nature, within two days commencing immediately from the date of occurrence of said matter: (1)~(5) (Omitted) (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 govern- ment bond, or foreign bond with a credit rating not lower than the sovereign rat- ing of the ROC.	To amend it in accor- dance with Company Act and the Company’s actu- al operation.

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(b) trading of bonds under repurchase/ resale agreements, or subscription or buyback/redemption of money market funds issued by domestic securities in- vestment trust enterprises. 2. The transaction amount in the preceding paragraph is calculated in accordance with the methods provided below: (Omitted)	(b) trading of bonds under repurchase/ resale agreements, or subscription or buyback/redemption of money market funds issued by domestic securities in- vestment trust enterprises. 2. The transaction amount in the preceding paragraph is calculated in accordance with the methods provided below: (Omitted)
Article 11 Certifed Public Accountant’s Opinions 1. The Company acquiring or disposing of securities shall, prior to the date of oc- currence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certifed public accountant, for refer- ence 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 certifed 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 mem- bership 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 certifed 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 ap- praisal report or CPA opinion.	Article 11 Certifed Public Accountant’s Opinions 1. The Company acquiring or disposing of securities shall, prior to the date of oc- currence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certifed public accountant, for refer- ence 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 certifed 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 mem- bership 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 en- gage a certifed public accountant prior to the date of occurrence of the event to ren- der an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Audit- ing 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 ap- praisal report or CPA opinion.	Same as above.

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Agenda of 2022 General Shareholders’ Meeting

After Revision Before Revision Reason for Revision Article 12 Article 12 The acquisition or disposal of real estate or The acquisition or disposal of real estate or right-of-use assets of real estate, from relatright-of-use assets of real estate, from related parties, or the acquisition or disposal of ed parties, or the acquisition or disposal of other assets other than real estate or rightother assets other than real estate or rightof-use assets of real estate from related parof-use assets of real estate from related party, and the transaction amount reaches 20% ty, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the of the Company's paid-in capital, 10% of the Company’s total assets or NT$300 million or Company’s total assets or NT$300 million or more; provided, unless trading of domestic more; provided, unless trading of domestic government bonds or bonds under repurgovernment bonds or bonds under repurchase and resale agreements or subscription chase and resale agreements or subscription or buyback/redemption of money market or buyback/redemption of money market funds issued by domestic securities investfunds issued by domestic securities investment trust enterprises, the Company shall ment trust enterprises, the Company shall submit information provided below to the submit information provided below to the audit committee for approval of more than audit committee for approval of more than half of all audit committee members and then half of all audit committee members and then submit the same to the Board of Directors for submit the same to the Board of Directors for further approval before signing the contracts further approval before signing the contracts and payments: and payments: 1. the purpose, necessity and the anticipated 1. the purpose, necessity and the anticipated benefit of the acquisition or disposal of benefit of the acquisition or disposal of assets. assets. 2. reasons for choosing the related party as a 2. reasons for choosing the related party as a trading counterparty. trading counterparty. 3. with respect to the acquisition of real prop3. with respect to the acquisition of real property or right-of-use assets of real property erty or right-of-use assets of real property from a related party, information regardfrom a related party, information regarding appraisal of the reasonableness of the ing appraisal of the reasonableness of the preliminary transaction terms in accorpreliminary transaction terms in accordance with Articles 13 and 14. dance with Articles 13 and 14.

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

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

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

4. Restrictive covenants and other important 7. Restrictive covenants and other important stipulations associated with the transacstipulations associated with the transaction. tion.

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After Revision	After Revision	Before Revision	Reason for Revision
	Provided that this Companyor the Company’s subsidiarythat isn’t apublic companyhas the transaction as stated in Paragraph 1 and the transaction amount in Paragraph 1 reaches 10% of the Company’s total assets, the Companyshall submit all information set forth in Paragraph 1 before signing the transaction agreement or makingthe payment but this requirement does not apply to the transaction between this Company and its subsidiaryor between the Company’s subsidiaries. The transaction amount in Paragraph 1 and the preceding paragraph is calculated in accordance with Paragraph 2 of Article 6; “within one year” as used in these Proce- dures 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 shareholder’s meetingand the Board of Directors for further approval in accordance with these Procedures need not be counted toward the transaction amount.
	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 No- vember 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. The tenth amendment was enacted on June 12, 2020. The eleventh amendment was enacted on July 9, 2021. The twelfth amendment was enacted on June 10,2022.	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 No- vember 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 ws 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. The tenth amendment was enacted on June 12, 2020. The eleventh amendment was enacted on July 9, 2021.	To a d d t h e d a t e o f amendment.

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Agenda of 2022 General Shareholders’ Meeting

Appendix 1

Acer Incorporated Articles of Incorporation(Upon Being Amended)

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.

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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.

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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.

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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:

1. 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.

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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

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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

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Appendix 2

Acer Incorporated Regulations for the Conduct of Shareholders' Meetings (Upon Being Amended)

1. These Regulations shall govern the conduct of Shareholders’ Meetings of the Company.

2. 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.

3. 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.

4. 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.

5. 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.

6. The Company may designate attorneys, certified-public-accountants, or relevant personnel to attend the Shareholders’ Meeting.

7. 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.

8. 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.

9. 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.

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1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

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.

1. 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.

2. 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.

3. 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.

4. The applicable provisions of the Company Act and the Company’s Articles of Incorporation shall govern any matter not provided herein.

5. These Regulations and any amendments thereto, shall become effective upon approval by the shareholders.

6. Approved by the General Shareholders’ Meeting held on May 15, 1990.

7. First Amendment approved by the General Shareholders’ Meeting held on April 26, 1996.

8. Second Amendment approved by the General Shareholders’ Meeting held on May 29, 1998.

9. Third Amendment approved by the General Shareholders’ Meeting held on June 11, 2003.

10. Fourth Amendment approved by the General Shareholders’ Meeting held on June 15, 2012.

11. 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

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Appendix 3

Acer Incorporated Procedures Governing 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:

1. 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.

2. Real estate (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

3. Membership certificates.

4. Intangible assets, such as patent right, copyright, trademark right, franchise, etc.

5. Right-of-use assets.

6. Derivative products.

7. Assets acquired or disposed by mergers, splits, acquisition or share transfer in accordance with laws.

8. 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:

1. “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.

2. “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 1563 of the Company Act.

3. “Related Party” and “Subsidiary”: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

4. “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.

5. “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.

6. “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.

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Article 4

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

1. Acquisition or Disposal of Securities

2. (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.

3. (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 chief executive officer (equivalent chief 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

2. (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.

3. (2) The acquisition or disposal of real estate, equipment, right-of-use assets of real estate, or rightof-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.

4. (3) For acquisition or disposal of membership certificate, the price shall be comprehensively evaluated by reference to future anticipated added-value and produced benefit.

5. (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.

6. 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$300 million, and said matter is brought up to and ratified by the Board of Directors later.

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  - (b) the finance manager is authorized to execute idle fund to invest in domestic and foreign government bond, commercial paper, domestic bond fund, financial debentures, monetary fund, financial preferred stock trading in centralized securities exchange market and overthe-counter market, and corporate bond with investment grade above BBB with 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(equivalent 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.

• (2) The acquisition or disposal 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 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 is required for amount between 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) The acquisition or disposal of equipment or right-of-use assets of equipment which the amount is above NT$100 million, shall 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) 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.

• (6) 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.

• (7) 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.

• 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.

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:

2. (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 paid-in 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.

3. (2) proceeding mergers, splits, acquisition or share transfer.

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• (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.

• 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.

1. 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.

2. 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.

3. 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.

4. 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:

5. (1) The executed relevant contracts of the original transaction have been changed, terminated or ceased.

6. (2) Mergers, splits, acquisition or share transfer have not been completed in the anticipated timeframe as provided in the contracts.

7. (3) Any change in the content of the original announcement and filing.

Article 7

Scope and Amount of Acquisition or Disposal of Assets

1. 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:

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Agenda of 2022 General Shareholders’ Meeting

• (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.

• 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.

• 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).

• 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”.

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.•

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1. 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:• :

2. (1) the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

3. (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.

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Agenda of 2022 General Shareholders’ Meeting

1. 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.

2. 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.

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

4. 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:

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

7. (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.

8. (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.

9. (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:

1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

2. (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.

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• (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:

1. 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.

2. the audit committee handling the matter pursuant to Article 218 of the Company Act.

3. 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:

1. 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.

2. Risk management measures.

3. Internal auditing system.

4. Regular evaluation methods and the handling of irregular circumstances.

Article 17

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

1. The scope of risk management shall include the risk management of credit, market price, liquidity, cash flows, operation and legal risks.

2. Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.

3. 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 high-level managers with no responsibility for trading or position decision-making.

4. 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.•

5. Other important risk management measures.

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Agenda of 2022 General Shareholders’ Meeting

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.

2. 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.

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

4. 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.

5. 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.

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.

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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 All persons participating in or knowing of plan of the Company’s merger, split, acquisition or share transfer shall issue a written undertaking of nondisclosure, and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or share transfer. Article 24 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:

1. 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.

2. Acts affecting the Company’s finances or operations, such as disposal of major assets.

3. Occurrence of major disasters, major technological transformations, or other events affecting the Company’s shareholders’ equity or the Company’s securities prices.

4. 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.

5. Increase, decrease, or change in the entities, or number thereof, participating in the merger, split, acquisition or share transfer.

6. Other conditions for change have been provided in the contract and publicly disclosed.

Article 25 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:

1. Handling of breach of agreement.

2. 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.

3. 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.

4. The manner of handling changes in the number of participating entities or companies.

5. The scheduled timetable for execution of the plan, and scheduled timeframe for completion.

6. 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 26 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 27 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.

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Agenda of 2022 General Shareholders’ Meeting

Article 28 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.

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. The tenth amendment was enacted on June 12, 2020.

The eleventh amendment was enacted on July 9, 2021.

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Appendix 4

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

Not Applicable

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Agenda of 2022 General Shareholders’ Meeting

Appendix 5

Shareholdings of All Directors as of April 12, 2022

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Title Name Number of Shares
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Title	Name	Number of Shares
Chairman	Jason Chen	8,123,536 (Note 1)
Director	Stan Shih	34,989,531
Director	Hung Rouan Investment Corp. Legal Representative: Maverick Shih	73,629,933
Independent Director	Ching-Hsiang Hsu	0
Independent Director	Ji-Ren Lee	0
Independent Director	San-Cheng Chang (Simon Chang)	530,322
Independent Director	Yuri, Kure	0
TOTAL		117,273,322 (Note 2)

Note 1: Including the shares of 5,490,056 which held by the investment company wholly owned by Mr. Jason Chen.

Note 2: (1) The current number of issued shares in the Company as of April 12, 2022 is 3,047,853,828 common shares.

(2) Given that the independent directors of the Company exceed one-half of the total director seats and an audit committee has been established legally, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors shall not apply.

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