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ACER AGM Information 2023

Jun 21, 2023

10414_rns_2023-06-21_3f04ad5a-77b0-4f7b-ad11-1bf7cf0f4178.pdf

AGM Information

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MINUTES OF 2023 ANNUAL SHAREHOLDERS’ MEETING OF

ACER INCORPORATED

(Translation)

The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2023 Annual Shareholders’ Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.

Time: 9:00 a.m., Tuesday, June 6, 2023

Venue: Aspire Resort

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

Convening method: face-to-face meeting

Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law): 3,026,044,833 shares

Total shares represented by shareholders present in person or proxy: 1,834,304,701 shares Percentage of shares held by shareholders present in person or proxy: 60.61%

The attendance list of the directors: Jason Chen, Stan Shih, Hung Rouan Investment Corp. Legal Representative: Maverick Shih, and Ms. Yuri Kure, the dependent Director. More than half of the directors have attended this meeting.

Chairman: Jason Chen

Recorder: Wayne Chang

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

Chairman’s Address (Omitted)

1. Report Items

  • (1) Business Report for the Year 2022

Explanatory Notes: Please refer to Attachment 1.

  • (2) Audit Committee Report

Explanatory Notes: Please refer to Attachment 2.

  • (3) Report on the Distribution of Cash Dividend, Execution of Employees’ Profit Sharing

Bonus and Board Directors’ Compensation for the Year 2022 Explanatory Notes:

  • i. Distribution of Cash Dividend

(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$4,571,876,660, and plan to distribute the cash dividend of NT$4,571,780,742 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$1.5 per share. (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 7, 2023, and the distribution date is set on August 3, 2023. 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.

ii. Execution of Employees’ Profit Sharing Bonus and Board Directors’ Compensation

(i) The Board of Directors approved the proposal of employees’ 2022 profit sharing bonus and Board Directors’ compensation on March 16, 2023. The employees’ profit sharing bonus and Board Directors’ compensation are to be distributed in cash.

(ii) The total amount of employees’ 2022 profit sharing bonus is NT$475,000,000.

(iii) The total amount of Board Directors’ 2022 compensation is NT$7,000,000.

  • (4) Report on the status of shareholders diversification of Acer subsidiaries’ shares is planned to be listed on TWSE or TPEX

Explanatory Notes: Please refer to Attachment 3.

  • (5) Report on the Unsecured Corporate Bonds of Acer Inc. Explanatory Notes: Please refer to Attachment 4.

Shareholders registered number 0722032 raised questions:

Please ask the chairman to provide an explanation of last year's business performance and offer an outlook on the Company's prospects for the second half of this year and next year. With the Company's diversified business portfolio, what path does the Company plan to pursue in the future? How is our PC industry doing? Will the Company gradually become a holding company or focus on the department store industry? Are there any significant investment projects in the following three years? Additionally, the Company's revenue is 275.4 billion, which is 43.5

billion lower than in 2021, representing a decline of approximately 3.66%. The gross profit has also been declining. Could you please clarify when this trend is expected to reverse? Will the gross profit continue to decline?

Chairman's response:

Last year, the economy was impacted by the escalation of the post-pandemic situation, resulting in overall economic effects, inflation, and interest rate hikes. The decrease in consumer confidence led to a decline in demand, causing an oversupply situation in the industry. Consequently, excessive competition has led to a reduction in gross profit. The PC industry, being a mature market, often experiences oversupply conditions. In mature markets, oversupply tends to result in less favorable gross profit margins. Compared to other computer companies, Acer has been relatively less affected by this situation. As for improvement strategies, we are actively seeking breakthroughs, including health food sector and our e-mobility initiatives. Currently, we have ten publicly listed subsidiaries, covering a wide range of fields from computers to computer science and artificial intelligence. Our vision for Acer is to evolve from a single computer brand into a comprehensive lifestyle brand.

Shareholders registered number 0851387 raised questions:

There are 144 subsidiary companies listed in the financial statements. I would like to inquire how the chairman manages these companies and manages his time. Additionally, I have some questions regarding inventory management and recycling of scrapped finished products within the Company. Moreover, I noticed that our company has acquired a gaming company. I would like to know the extent to which the Company is involved in game software development, apart from selling gaming consoles.

Chairman's response:

Time management means hard working, efficient arrangements for meetings, avoiding distractions in every task and making synergy within the group as much as possible. Regarding the loss due to price depreciation, our inventory is divided into three categories: parts, goods in transit, and finished products. For parts inventory and finished goods inventory, we allocate losses based on time. Our company does’t have waste materials. Our subsidiary, Acer Gaming Inc., has acquired a majority shareholding in WINKING ENTERTAINMENT LTD, a software company specializing in content development outsourcing. Currently, the operational performance of this subsidiary is quite good.

Shareholders registered number 0722032 raised questions:

The Company is experiencing a decline in revenue and EPS in the first quarter. How should the company respond? The Company sells energy drinks and probiotics. What is the current scale? Is production done in-house? It is advised that the Company increases innovation and research

and development in its core business for better prospects. I also want to inquire about the foreign exchange losses in the income statement. There is a significant loss of 3.8 billion in other income, which equals 67% of operating income. Why weren't measures taken to avoid these losses, such as using forward foreign exchange contracts for hedging?

Chairman's response:

We have been continuously improving our core business. Apart from identifying areas where we haven't met expectations, we are also actively pursuing new business. Currently, we have 10 publicly listed companies, some of which have already made it into the top 100 service industry companies in Taiwan. Weblink is ranked 84th, and AEB's market value has exceeded 10 billion. Additionally, AGT was officially listed on May 31st. As for research and development, we hold the second highest number of patents in Taiwan, demonstrating our focus on innovation. Regarding foreign exchange rates, we hedge all of our foreign currency exposures through forward contracts, resulting in a net loss of 160 million for the entire year.

Shareholders registered number 0851387 raised questions:

To what extent does the Company implement hedging? The Company's short-term and longterm borrowings have an interest rate of 6.87%. With such a high borrowing rate, the annual interest payments are also significant. I would like to know how to save on interest expenses.

Chairman designates Globale CFO to respond:

The company has $10 billion in long-term bonds with interest rates of 0.6% and 0.8%. The foreign exchange losses mentioned on page 68 of the annual report are mainly due to the higher net liability in US dollars, resulting in a total loss of $3.8 billion. However, there were offsetting gains of approximately $3.7 billion from hedging activities, resulting in a net foreign exchange loss of around $100 million, which affects the income statement. The fluctuations in exchange rates also impact the statement of changes in shareholders' equity due to the translation of foreign operations into New Taiwan Dollars.

Shareholders registered number 0722032 raised questions:

Please explain the Company's finance costs, interest expense on cost of tax. The advertising expenses on the income statement are approximately over 10 billion annually, accounting for half of our operating gross profit. This means that half of our earnings are spent on advertising. Does this imply that the Company's products heavily rely on advertising to drive sales? Are there alternative methods? Additionally, is the startup business currently outsourced, or are there plans to establish manufacturing facilities in the future? Similar to how some companies like TSANN KUEN ENTERPRISE CO.,LTD have opened coffee shops, restaurants, and bars, does the Company have any ideas or plans for diversification? How is the Company planning and organizing for such endeavors? Did the audit committee provide any guidance or

suggestions in terms of business and financial aspects over the past year?

Chairman designates accounting officer and accountant to respond:

Page 38 of the annual report shows a positive amount of 3.6 billion under "Other Income and Expenses." Through fair value measurement in the income statement, as explained in the sixth significant accounting item on page 34, it includes financial instruments measured at fair value, such as forward foreign exchange contracts. Therefore, the offsetting of the exchange losses mentioned earlier is not related to stocks. For actual stock investments, please refer to page 39 of the annual report, Note 5, which discusses stock valuation as financial assets measured at fair value through other comprehensive income. The account classifications are different, and this serves as clarification.

Not all sales expenses are for advertising. In financial reports, all operating expenses are categorized as administrative, selling, and research. Selling expenses include not only advertising but also the costs of overseas sales personnel, so sales expenses also include personnel expenses.

The tax costs and interest expenses as stated in Page 68 of the annual report are the result of reaching a consensus with the tax authorities regarding an overseas tax case. In addition to paying the tax, we shall also pay interest expenses related to the tax. In the estimated calculations for the fiscal year 2021, the relevant interest costs and expenses were included. However, upon reaching a consensus in the fiscal year 2022, it was determined that the actual payment was lower than estimated, resulting in a reversal of the interest expenses.

Chairman's response:

The new business currently doesn’t have its own factory, and even the core business doesn’t have its own factory. However, we engage in research and development together, which is our operating model. As for the audit committee you mentioned, we hold meetings every quarter before the board meeting, and the members of the audit committee are all independent directors.

Shareholders registered number 0401427 raised questions:

In the era of precision medicine, it is suggested that we do not need to focus on face masks. There are many technological advancements, such as laser acupuncture pens used in traditional Chinese medicine, that could be potential directions for Acer's future development.

Chairman's response:

Thank you for your suggestion. Acer has Acer Smart Healthcare, which focuses on intelligent medical image interpretation. We are also actively working on the development of precision immunocellular medicine, which is a long-term investment. As for medical devices, our first product, the fundus camera, is already on the market. We appreciate the valuable input from our shareholders.

2. Election Item

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

Explanatory Notes:

(1) Since the tenure of all current six directors of the Company (including three independent directors) will expire in June 2023, it is to re-elect all directors (including three ordinary directors and four independent directors) at the General Shareholders’ Meeting this Year in accordance with the Company’s Articles of Incorporation. The tenure of directors to be elected will be three Years from the election date of June 6, 2023 (expected to be until the date of the shareholders’ meeting in 2026). The Directors are eligible for re-election. The Audit Committee will be constituted by all the independent directors, and the Remuneration Committee will be constituted by three or more independent directors.

(2) Pursuant to the Company’s Article of Incorporation, a candidates nomination system shall be adopted, and the list of candidates for directors (including independent directors) nominated by the Board of Directors is attached as Attachment 5.

Voting Result:

Directors:

ctors:
Elected In-Person
Voting
Electronic
Voting
Votes
Received
Jason Chen 758,898,072 903,902,298 1,662,800,370
Maverick Shih 538,008,273 988,443,217 1,526,451,490
Hung Rouan Investment Corp.
Legal Representative: Stan Shih
538,008,273 1,007,530,739 1,545,539,012

Independent Directors:

pendent Directors:
Elected In-Person
Voting
Electronic
Voting
Votes
Received
Ching-HsiangHsu 538,008,273 934,204,730 1,472,213,003
Yuri,Kure 464,378,340 989,865,534 1,454,243,874
Pan-Chyr Yang 464,378,340 1,031,451,569 1,495,829,909
Mei-Yueh Ho 464,378,340 1,026,211,582 1,490,589,922

3. Proposed Items for Ratification and Discussion

Item 1

Proposal: Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2022. (Proposed by the Board of Directors)

Explanatory Notes:

(1) The Company’s Financial Statements for the Year 2022, 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 2022, the aforementioned financial statements and Profit Distribution Statement for the Year 2022 are attached hereto as Attachment 1 and Attachment 6~7, which have been approved by the Audit Committee and by the Board of Directors via resolution.

(3) Please discuss.

Resolution:

Shares present at the time of voting: 1,834,304,701 (votes casted electronically: 1,296,212,086 votes)

votes)
Voting Results* % of the total represented
sharepresent
Votes in favor: 1,636,956,399 votes(1,098,942,126 votes) 89.24%
Vote against: 453,867 votes(452,867 votes) 0.03%
Votes invalid or abstained: 196,894,435 votes
(196,817,093 votes)
10.73%

*including votes casted electronically (number in brackets)

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

Shareholders registered number 0851387 raised questions:

The company has scheduled the ratification proposal of the Financial Statements and other related matters after the elections. Is there an issue with the sequence? I would suggest to place the ratification as the second item and the elections as the third item in future.

Chairman designates lawyer to respond:

Since there is no legal requirement regarding the order of proceedings, the Company has made this arrangement based on time management to avoid wasting shareholders' time. Thank you for your suggestion, and the Company will take it into consideration.

Item 2

Proposal: To Approve the listing application of the Company’s subsidiary, WINKING ENTERTAINMENT LTD, on the overseas stock market. (Proposed by the Board of Directors)

Explanatory Notes:

(1) In order for the subsidiary, Acer Gaming Inc. (TPEx Emerging Stock Code: 6908, hereinafter referred to as “AGM”), to continually deepen and expand its foothold in the gaming content field and related businesses, the board of directors of Acer Inc. and AGM resolved to invest in WINKING ENTERTAINMENT LTD (hereinafter referred to as “WINKING”) in August 2022 and obtained 54.96% of the issued common shares. WINKING is a worldrenowned design company for gaming art, providing advanced art outsourcing production and game development services, and has participated in the production of many popular games. WINKING was established and registered in the British Cayman Islands, and in addition to its offices in Taiwan, China, and Hong Kong, it will continue to expand Southeast Asia, including Singapore, Philippines, as well as Europe and the United States. WINKING’s application to be listed in a market outside Taiwan has been reviewed by Acer Inc.’s audit committee in accordance with Taiwan Stock Exchange regulations.

(2) The purpose of WINKING’s application to list on a stock market outside Taiwan:

Listing on a stock market outside Taiwan would enable WINKING to raise funds, expand financing channels, increase opportunities for mergers and acquisitions and investment in highquality gaming art production and collaboration with gaming developers, thereby enhancing the company’s global competitiveness and prominence. Currently, WINKING plans to apply to the Singapore Exchange (SGX) Catalist board for the initial public offering and listing of stocks (hereinafter referred to as “WINKING’s listing outside Taiwan”).

(3) The impact on finances, business, and the expected organizational structure and business adjustments and their impact to Acer Inc.:

i. Impact on finance:

WINKING’s listing outside Taiwan will enrich the funds needed for operations, strengthen its financial structure and financing capabilities, attract outstanding talents, and promote the development of more gaming projects. Regardless of the application for stock listing in Taiwan or other markets, Acer Inc.’s shareholding ratio will be diluted to comply with relevant legal requirements, however, it is expected that AGM will still hold more than 50% of the total issued shares of WINKING or maintain controlling power over WINKING. Therefore, WINKING will continue to be a subsidiary company consolidated in Acer Inc.’s financial statements; WINKING’s overseas listing will not have a negative impact on Acer Inc.’s finances and will bring positive benefits.

ii. Impact on business:

Acer Inc. does not engage in the same business as the subsidiary AGM and WINKING. The purpose of AGM’s investment in acquiring WINKING’s shares is to continue to deepen and

expand in the gaming field, from the current gaming and accessory hardware distribution business towards game content-related business. Although Acer Inc., AGM and WINKING have opportunities for cooperation in the future, each will still develop its business independently. Therefore, WINKING’s application for listing on stock exchanges outside Taiwan is beneficial to AGMs’ overseas business expansion and has no negative impact on Acer Inc.’s business.

iii. The impact of the expected organizational structure and business adjustment on Acer Inc.: WINKING’s operating organizational structure and business have not been adjusted due to WINKING’s listing outside Taiwan. For complying with relevant regulations of securities markets outside Taiwan, corporate governance requirements, and actual needs, the number of seats for the board of directors will be adjusted to five, including three independent directors, which is also in line with Acer Group’s expectations for corporate governance. In addition, if WINKING’s overseas listing is successful, it is expected that AGM will still hold more than 50% of the total issued shares of WINKING or maintain controlling power. Therefore, WINKING’s listing outside Taiwan will have no impact on Acer Inc. and will still be included in the consolidated financial statements of Acer Inc.

To sum up, WINKING’s listing outside Taiwan will not have a negative impact on Acer Inc.

(4) The method of the subsidiary’s equity dispersion, the expected reduction in the shareholding ratio, the basis for setting the price, the equity transferee or the specific party of the negotiation: i. The method of the subsidiary’s equity dispersion, the estimated reduction of shareholding ratio, and the basis of price determination:

In response to the equity dispersion required for WINKING’s listing outside Taiwan, the issuance of new shares and the release of original shares by WINKING shareholders will follow relevant stock exchange laws and regulations for complying with the fundamental requirements of the local laws and regulations on the dispersion of shares. It is currently estimated (with Singapore Exchange Catalist as an example) that the number of new shares issued to public shareholders (including pre-listing investors) after listing approval and WINKING shareholders release the original shares issued will not be less than 15% of the total shares of WINKING after listing. The shareholding ratio of specific public shareholders and the issue price will be handled in accordance with the relevant laws and regulations of the listing place and the listing rules. The share released by WINKING’s shareholders will be negotiated with other shareholders of WINKING, and AGM will not participate in this release. It is expected that AGM will still hold more than 50% of WINKING’s shares after this release.

ii. Persons who subscribe to the new shares or will be transferred with the equity shall be qualified investors who comply with the local laws and regulations of the listing place, the listing rules, and the regulations of the securities regulatory authority.

(5)Whether WINKING’s listing outside Taiwan will affect Acer Inc.’s continued listing in

Taiwan:

After the listing and release of shares, the Taiwan Stock Exchange will review and have discretion over Acer Inc.’s continued listing in accordance with the relevant regulations of its review guidelines. In view of WINKING’s overseas issuing, the method of information disclosure will be in accordance with the relevant regulations of Taiwan Stock Exchange, which will not affect Acer Inc.’s continued listing on the Taiwan Stock Exchange.

(6) Other:

i. WINKING’s listing outside Taiwan is still in the evaluation and planning stage. There are still uncertainties and unpredictability in whether the submission will be made, the timing of submission, the length of the application period, and whether the application will be approved. ii. For WINKING’s listing outside Taiwan, it is proposed to the shareholders’ meeting of Acer Inc. to authorize its board of directors or person(s) authorized by the board of directors to adjust the execution depending on: the actual situation, the opinions of relevant government authorities and the laws and regulations of the listing place, listing rules, and market conditions. Besides, Acer Inc. will assist and urge AGM (if necessary) to handle the matters related to WINKING’s listing outside Taiwan.

(7) Please discuss. Resolution:

Resolution:

Shares present at the time of voting: 1,834,304,701 (votes casted electronically: 1,296,212,086 votes)

votes)
Voting Results* % of the total represented
sharepresent
Votes in favor: 1,600,361,993 votes(1,062,346,720 votes) 87.25%
Vote against: 608,025 votes(608,025 votes) 0.03%
Votes invalid or abstained: 233,334,683 votes
(233,257,341 votes)
12.72%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed. (Note: No questions were raised by shareholders regarding this matter.)

Item 3

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

(1) Pursuant to Article 209 of the Company Act, a director engaging, either for himself or on behalf of another person, in activities that are within the scope of the company’s business, shall explain to the Shareholders’ Meeting the essential contents of such activities and obtain its approval for conducting such activities.

(2) It is proposed to request the General Shareholders’ Meeting to release the non-compete restrictions on newly-elected directors or their representatives, who participate in the operations of another company that engages in the same or similar business scope as the Company.

(3) Please refer to Attachment 8, for the Concurrent Positions of Director and Independent Director Candidates.

(4) Please discuss.

Resolution:

Shares present at the time of voting: 1,834,304,701 (votes casted electronically: 1,296,212,086 votes)

votes)
Voting Results* % of the total represented
sharepresent
Votes in favor: 1,596,560,193 votes(1,058,544,920 votes) 87.04%
Vote against: 4,361,996 votes(4,361,996 votes) 0.24%
Votes invalid or abstained: 233,382,512 votes
(233,305,170 votes)
12.72%

*including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed. (Note: No questions were raised by shareholders regarding this matter.)

4. Extemporary Motion:

None.

Shareholders registered number 0851387 raised questions:

Can we consider holding the meeting in Taipei? Also, I wish the Company great success and a rise in stock prices in the future.

Chairman's response:

Let's work hard together.

5. Meeting Adjourned (10:29 a.m.)

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

Attachment 1

Business Report

Dear Shareholders,

Throughout 2022 we launched various innovative PC and display products, expanded our Vero portfolio made with recycled materials, and significantly grew our multiple non-PC/display businesses. The past Year continued to be filled with new challenges across multiple industries stemming from inflation, geopolitical issues, and lingering impacts of the Covid-19 pandemic. While Acer keeps evolving with changing lifestyles and adjusting strategies dynamically for business needs, we are focusing on maintaining business momentum and marching toward a more sustainable future.

Our fiscal 2022 results were: consolidated revenues of NT$275.42 billion, operating income of NT$6.93 billion, net income of NT$5.00 billion, and EPS of NT$1.67.

Continue to Innovate and Optimize Operations [1]

With the PC industry entering a period of correction and outlook expected to be flattish by market research companies as better scenario, we have centered our efforts on optimizing inventory levels with the right portfolio of goods, optimizing operating expenditure, increasing operating income to enhance operational sustainability, and at the same time upholding shareholders’ interests. Newly launched innovations include the SpatialLabs stereoscopic 3D technology for gaming laptops and displays, which was praised for bringing more realistic experiences to games and media content. We also expanded our Vero line of eco-conscious devices from laptops to desktops, monitors, displays, all-in-ones, Chromebooks, and accessories, which utilizes recycled plastic, recyclable packaging, and ocean-bound plastic. The Vero portfolio offers consumers, businesses, and organizations more options to reduce their carbon footprint and join our advocate for circular economies.

We are confident that new technologies will trigger new usage models and stimulate market demand over time. Other businesses (not part of PCs and displays) contributed 21.7% of total revenues with 11.9% growth YoY. In addition, Acer ranked No. 2 for patent applications in Taiwan. We have developed patents in the AI medical field and own more than 300 patents in thermal cooling technology. For the world-renowned iF Design Awards, Acer holds the titles of “Top 50 (of 7128) Companies” worldwide during 2018-2022.

The common objective shared by our PCs and display businesses and other initiatives, is to explore new markets and broaden current boundaries. Within the Acer group, whether it be PC-related businesses or other fields and innovations being explored by our subsidiaries, each must work to optimize operations, reach profitability, and contribute to Acer group’s sustainability.

Currently, we have subsidiaries in diverse scopes of business, including beverage, apparel, home appliances, AI-assisted medical solutions, e-mobility, smart cities, and more. Our strategy to promote intrapreneurship by building multiple business engines continued to gain momentum with nine public subsidiaries by December 2022. Businesses under incubation, such as Altos Computing and AcerPure, continue to show strong progress. Acer offers its shareholders the opportunity to invest in these new engines as they go public to ensure shareholders can have their share of voice and be part of business development and ensuring adherence to corporate governance.

Recognition of Our ESG Initiatives

Acer will continue to work toward the goals of using post-consumer recycled plastic in 20-30% of our PCs and displays by 2025, and sourcing 100% renewable electricity by 2035 for the Acer Group. Moreover, our “Earthion” sustainability platform that unites employees and supply chain partners to tackle environmental challenges continues to gain in strength. We held a “21-Day Green Challenge” for which over 7,000 employees of Acer, our partners and suppliers were motivated to reduce carbon footprints. The campaign succeeded in raising awareness for environmental protection and helping employees form green habits and cutting the equivalent of 152 tons CO2.

Acer’s focus on environmental, social and governance (ESG) through transparent reporting and initiatives under our Earthion mission has gained increasing global recognition. We believe they have been instrumental in our growing inclusion in worldwide sustainability indices throughout 2022. For the third straight Year, Acer has been named in the Top 5% category of the S&P Global Sustainability Yearbook for sustainable business practices. For the ninth consecutive Year, we have been a constituent of the MSCI ESG Leaders Indexes – garnering the best rating of “AAA” in our category – and listed on the Dow Jones Sustainability Indices (DJSI) Emerging Markets. For the first time, we were awarded Platinum medal that represents EcoVadis Sustainability Rating’s highest recognition representing the top 1% of rated companies. We were also listed on the FTSE4Good Emerging Index for the seventh Year.

Remain Vigilant and Flexible to Respond to Potential Risks [2]

To counteract cyber security threats in the realms of artificial intelligence and cloud services, Acer will continue to strengthen its global information security and monitoring, and comply with international laws and regulations on information privacy and security. We will observe geopolitical and socioeconomic situations as well as the post-pandemic impact on demand, supply chain, and currency fluctuations to dynamically adjust business and operation strategies, including foreign exchange hedging to minimize risks, and optimize inventory levels.

In 2023, we foresee the PC industry to experience the impact of the post-pandemic demand decline in the coming months. However, with clear strategies for our existing businesses, new initiatives, and subsidiaries, along with the support of our customers, shareholders, and employees, we are confident of steering our way through the turbulence and proving our resilience. Let’s continue to push boundaries. Thank you.

Chairman of Board : Corporate Officers : Jason Chen Jason Chen Meggy Chen

Accounting Officer : Sophia Chen

[1] Annual business plan, future development strategy and business policy

[2] Impact from the macro market, governmental regulations, and business environment

Attachment 2

Audit Committee Report

The Board of Directors has prepared the Company’s 2022 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 16th, 2023

[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.

Attachment 3

The status of shareholders diversification of Acer subsidiaries' shares are planned to be listed on TWSE or TPEX

•[Acer Gaming Inc. (6908.TW, “AGM”)]

==> picture [483 x 23] intentionally omitted <==

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

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

Date 2021.9 2021.10
Purpose and Mode To increase capital in cash
for operation needs.
Purchased by recommended emerging mar-
ket underwriter under relevant rules/ Sales
and purchase of shares
Issue(Transfer)Price NTD 18 NTD 32
Date of Audit Committee
approved
2022.3.16 2022.8.4
Date of Board approved 2022.3.16 2022.8.4
Date of Shareholder
meeting approved
- -
Subscriber/Transferee AGM employees, Acer shareholders, Acer
Group Employees, the specifc personnel who
will subscribe within the scope that the afore-
said person abandon to subscribe.(Note)
Recommended emerging market under-
writers, and Securities and Futures Investors
Protection Center
Number of shares 1,500,000 shares 751,000 shares
Acer’s Shareholdings
before share-release
100% 62.82%
Acer’s Shareholdings
after share-release
62.82% 59.81%
Bases of share price CPA report to the share price The price will be determined after the negoti-
ation among recommended emerging market
underwriters, Acer and AGM
Impact on Acer
shareholders
Not harm to shareholders’ rights and inter-
ests
Not harm to shareholders’ rights and inter-
ests

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.

Acer Gadget Inc. (2432.TW, ”AGT”)

==> picture [483 x 24] intentionally omitted <==

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

Date 2022.7
----- End of picture text -----

Date 2022.7
Purpose and Mode To conduct a cash capital increase for AGT’s IPO plan and its working capital.
Issue(Transfer)Price NTD 18
Date of Audit Committee
approved
2022.5.5
Date of Board approved 2022.5.5
Date of Shareholder
meeting approved
-
Subscriber/Transferee AGT employees, Acer shareholders, Acer Group Employees, the specifc personnel who will
subscribe within the scope that the aforesaid person abandon to subscribe. (Note)
Number of shares 30,000,000 shares
Acer’s Shareholdings
before share-release
100%
Acer’s Shareholdings
after share-release
65.51%
Bases of share price CPA report to the share price
Impact on Acer
shareholders
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.

Attachment 4

The Issuance of Unsecured Corporate Bonds

On March 16, 2022, the Company’s Board of Directors resolved to authorize the Chairman to raise up to a total of NT$10 billion by issuing unsecured corporate bonds in the domestic market, either in one or multiple times, subject to market conditions and with the principle that the bonds should have a maturity of no more than 10 Years. However, this plan was not executed after considering (1) the overall operating conditions of the Company, (2) the funds to support emerging businesses, planed listing subsidiaries and other investments shall still be sufficient, (3) the issuance of two sets of NT$5 billion unsecured corporate bonds for a total of NT$10 billion on April 27 and August 26, 2021, and (4) the changes in the international political and economic situation, the increase in market interest rates, and other uncertainties.

Nevertheless, after evaluation of the future funding needs for the overall operation of the Company, the changes in international political and economic situations, and the increase in capital costs, the Company still has the demand for fundraising. Therefore, the Company’s Board of Directors passed a resolution to issue domestic unsecured corporate bonds in accordance with the relevant regulations of the Company Act, Securities Exchange Act, and Regulations Governing the Offering and Issuance of Securities by Securities Issuers on March 16, 2023. The main terms and conditions of the proposed issuance are as follows:

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

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

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

  • (4) Issue price: At face value

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

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

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

Attachment 5

List of Director and Independent Director Candidates

==> picture [483 x 35] intentionally omitted <==

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

Type Name Academic Experience All Current Position Shareholdings
Background (Note 1)
----- End of picture text -----

Type Name Academic
Background
Experience All Current Position Shareholdings
(Note 1)
Director Jason Chen
(Acct. No:
0857788)
MS in Business
Administration,
Missouri Co-
lumbia Univer-
sity
Corporate President and
CEO, Acer Inc.
Senior Vice President
of Worldwide Sales and
Marketing, TSMC
Vice President of
Corporate Development,
TSMC
Vice President of Sales
and Marketing, Intel
1.
Chairman and CEO, Acer Inc.
2. Director, FocalTech Systems Co.,
Ltd.
3. Independent Director, Powerchip
Semiconductor Manufacturing
Corp
4. Chairman, Mu-Jin Investment
Co., Ltd
5. Chairman, Mu-Shi Investment
Co., Ltd.
6. Director, Supervisor or Manger,
Acer Group
9,156,536
shares
(Note 2)
Director Hung Rouan
Investment
Corp.
Legal Repre-
sentative :
Stan Shih
(Acct. No.:
0005978)
MS in Electrical
Engineering,
National Chiao
Tung University
Co-Founder, Chairman
President and CEO, Acer
Group
1.
Honorary Chairman and Director,
Acer Inc.
2. Director, Nan Shan Life Insurance
Co., ltd.
3. Director, Egis Technology Inc.
4. Director, AiSails Power Inc.
5. Director, TRANSFORMATIVE
CELL PROCESSING CO., LTD.
6. Director, Himalayas Venture Cap-
ital Investment Inc.
7.
Director, One Song Inc.
8. Director, Fort Zeelandia Inc.
9.
Director, CTS Inc.
10. Director, Hung Rouan Investment
Corp.
11. Chairman, Ambi Investment and
Consulting Inc.
12. Director, Rongxin Management
Consultants Co., Ltd.
13. Chairman, CLOUD GATE Founda-
tion
14. Chairman, Stans Foundation
15. Director, Taiwan Public Television
Service Foundation
16. Director, Chew’s Culture Founda-
tion
17. Director, NSFG Foundation
18. Director, SanCode Foundation
19. Chairman, Acer Foundation
20. Director, Supervisor or Manger,
Acer Group
73,629,933
shares

==> picture [483 x 34] intentionally omitted <==

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

Type Name Academic Experience All Current Position Shareholdings
Background (Note 1)
----- End of picture text -----

Type Name Academic
Background
Experience All Current Position Shareholdings
(Note 1)
Director Maverick
Shih
(Acct. No.:
0006933)
Ph.D. in Electri-
cal Engineer-
ing, University
of Southern
California
Acer BYOC General
Manager
1.
Director, Acer Inc.
2. Director, Kiwi Technology Inc.
3. Chairman, SATORO TAIWAN INC.
4. Chairman, MAVs LAB. Inc.
5. Director, Allxon Inc.
6. Director, Rongxin Management
Consultants Co., Ltd.
7.
Director, Supervisor or Manger,
Acer Group
10,141,777
shares
Independent
Director
Ching-Hsiang
Hsu
(Charles Hsu)
(Acct. No.:
0916903)
Ph.D. in Electri-
cal Engineer-
ing, University
of Illinois at
Urban-Cham-
paign
Chairman, Research
Institute of Electronics
Engineering, Tsing-Hua
University
Researcher, IBM T.J.
Watson Research Center,
State of New York, USA
1.
Chairman, eMemory Technology
Inc.
2. Chairman, iMQ Technology Inc.
3. Chairman and President, PUFse-
curity Corp.
4. Chairman, PUFsecurity USA Cor-
poration
5. Director, SecuX Technology Inc.
6. Independent Director, /Member
of Remuneration Committee/
Member of Audit Committee,
Materials Analysis Technology
Inc.
7.
Director, National Applied Re-
search Laboratories, NARLabs
8. Independent Director/ Chairman
of Audit Committee/ Member of
Audit Committee/ Member of
Investment Committee, Acer Inc.
9.
Director, Powerchip Semiconduc-
tor Manufacturing Corp
0 shares
Independent
Director
Yuri, Kure
(Acct. No.:
1018823)
MS in Law, Na-
tional Taiwan
University
Lee and Li, Attorney-at-
Law, Senior Associate-
Japan Project Manager
Independent Director/ Member
of Audit Committee/ Member of
Investment Committee, Acer Inc.
0 shares
Independent
Director
Pan-Chyr Yang
(Acct. No.:
1128441)
PhD, Graduate
Institute of
Clinical Medi-
cine, College of
Medicine, Na-
tional Taiwan
University
President, National
Taiwan University
Dean, National Taiwan
University College of
Medicine
Distinguished Professor
and Chair Professor,
National Taiwan
University
Director, NTUH National
Clinical Trial and
Research Center
Associate Dean for
Education and Research,
National Taiwan
University Hospital
Director, Advisory Office,
Ministry of Education,
R.O.C.
Adjunct Associate
Researcher and
Researcher, Institute of
Biomedical Sciences,
Academia Sinica
1.
Director, Microbio Co., Ltd.
2. Professor, Department of Inter-
nal Medicine, National Taiwan
University Hospital (From 1993)
3. Academician, Academia Sinica
(From 2006)
4. Executive Secretary, NTU Center
of Genomic Medicine
5. Program Director, Microarray
Core Facility, National Research
Program for Genomic Medicine
6. President, Taiwan Society of
Pulmonary and Critical Care
Medicine
7.
Lung Cancer Program Co-Direc-
tor with President Cheng-Wen
Wu, National Research Program
for Genomic Medicine
8. Clinical Professor, Department
of Oncology, National Taiwan
University
9.
President, NTU YongLin Institute
of Health
0 shares

==> picture [483 x 34] intentionally omitted <==

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

Type Name Academic Experience All Current Position Shareholdings
Background (Note 1)
----- End of picture text -----

Independent
Director
Mei-Yueh Ho
(Acct. No.:
1128442)
Graduated
from Technol-
ogy Manage-
ment Program
of National
Chengchi Uni-
versity
B.S. in Agricul-
tural Chemis-
try, National
Taiwan Univer-
sity
Chairperson of the
Council for Economic
Planning and
Development, R.O.C.
Executive Yuan Minister
without Portfolio
Minister of Economic
Affairs, R.O.C.
Director of the Fifth
Group, Secretariat of
Executive Yuan
Counselor, Executive
Yuan
Deputy Chairman of
the Industrial Engineer
Examination and Review
Committee, Examination
Yuan
Deputy Director of the
Industrial Development
Bureau, Ministry of
Economic Affairs
1. Independent Director, ASE
Technology Holding Co., Ltd.
2. Independent Director, Center
Laboratories Inc.
3. Director, Kinpo Electronics,
Inc.
4. Independent Director, On-
ward Therapeutics SA
0 shares

Note 1: Shareholdings as of April 8, 2023.

Note 2: Including the shares of 6,523,056 which held by the investment company wholly owned by Mr. Jason Chen himself.

Attachment 6

==> picture [596 x 115] intentionally omitted <==

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, 2022 and 2021, 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, 2022 and 2021, 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 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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.

Key audit matters for the consolidated financial statements for the year ended December 31, 2022 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, respectively, to the consolidated financial statements.

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 others, testing the design and operating effectiveness of Acer Incorporated and its subsidiaries’ 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(h) 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, respectively, to the consolidated financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid innovation of the information technology products and fierce market competition, Acer Incorporated and its subsidiaries’ product price may fluctuate rapidly. Furthermore, the stocks for products and key 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(l) for the evaluation of goodwill impairment, respectively, to the consolidated financial statements.

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 valuation method 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 financial forecasts, and performing a sensitivity analysis to assess the impact of variations in 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, 2022 and 2021, on which we have issued an unmodified 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 with 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 auditor’s 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 Standards on Auditing of 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 in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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.

From the matters communicated with those charged with governance, we determine 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, 2023

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.

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

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(a))
$ 46,842,902
25
1110
Financial assets measured at fair value through profit or loss-
current (note 6(b))
935,122
1
1140
Contract assets-current (note 6(y))
523,881
-
1170
Notes and accounts receivable, net (notes 6(c) & (y))
51,322,037
27
1180
Accounts receivable from related parties (notes 6(c) & (y) and 7)
41,821
-
1200
Other receivables (notes 6(c) and 7)
441,720
-
1220
Current income tax assets
354,479
-
130X
Inventories (note 6(d))
42,213,077
22
1470
Other current assets (note 6(m) and 8)
3,981,986
2
Total current assets
146,657,025
77
Non-current assets:
1517
Financial assets measured at fair value through other comprehensive
income-non-current (note 6(e) and 7)
7,603,961
4
1535
Financial assets measured at amortized cost-non-current (note
6(f))
797,782
-
1550
Investments accounted for using the equity method (note 6(g) and 7)
1,174,374
1
1600
Property, plant and equipment (notes 6(i) and 8)
4,298,887
2
1755
Right-of-use assets (note 6(j))
1,969,364
1
1760
Investment property (note 6(k))
831,925
1
1780
Intangible assets (note 6(l))
18,530,591
10
1840
Deferred income tax assets (notes 6(u))
3,705,388
2
1990
Other non-current assets (notes 6(m))
2,387,598
1
1980
Other financial assets-non-current (note 8)
1,082,824
1
Total non-current assets
42,382,694
23
Total assets
$ 189,039,719
100
December 31, 2021
Amount
%
44,619,541
21
3,222,868
2
451,354
-
64,039,437
30
1,329
-
505,914
-
486,468
-
58,703,827
27
3,064,500
1
175,095,238
81
7,806,702
4
-
-
937,129
-
4,055,870
2
1,736,642
1
819,591
-
16,527,283
8
3,671,634
2
2,943,066
1
1,195,156
1
39,693,073
19
214,788,311
100

(Continued)

See accompanying notes to consolidated financial statements.

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

Consolidated Balance Sheets (Continued)

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(n) and 8)
2120
Financial liabilities measured at fair value through profit or loss-
current (note 6(b) & (h))
2130
Contract liabilities-current (note 6(y))
2170
Notes and accounts payable (note 7)
2200
Other payables (notes 6(z) and 7)
2230
Current tax liabilities
2250
Provisions-current (notes 6(r) and 9)
2280
Lease liabilities-current (note 6(q))
2322
Current portion of long-term debt (notes 6(o) and 8)
2365
Refund liabilities-current
2399
Other current liabilities
Total current liabilities
Non-current liabilities:
2500
Financial liabilities measured at fair value through profit or loss-
non-current (note 6(b) & (h))
2527
Contract liabilities-non-current (note 6(y))
2531
Bonds payable (notes 6(p))
2540
Long-term debt (notes 6(o) and 8)
2550
Provisions-non-current (note 6(r) and 9)
2570
Deferred income tax liabilities (notes 6(u))
2580
Lease liabilities-non-current (note 6(q))
2600
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity (note 6(e) and (v)):
3110
Common stock
3200
Capital surplus
3300
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, 2022 December 31, 2021
Amount
%
1,253,590
1
291,917
-
2,455,504
1
57,897,697
27
37,249,145
17
5,205,928
2
6,401,659
3
530,564
-
20,106
-
16,128,976
8
1,987,969
1
129,423,055
60
3,066
-
1,002,391
-
10,000,000
5
99,820
-
201,650
-
4,643,830
2
1,320,713
1
2,070,843
1
19,342,313
9
148,765,368
69
30,478,538
14
27,514,269
13
16,886,389
8
(8,287,624)
(4)
(2,914,856)
(1)
63,676,716
30
2,346,227
1
66,022,943
31
214,788,311
100

See accompanying notes to consolidated financial statements.

(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, 2022 and 2021

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

4000
Net revenue (notes 6(y), 7 and 14)
5000
Cost of revenue (notes 6(d), (i), (j), (l), (q),(r), (t) & (z), 7 and 12)
Gross profit
Operating expenses(notes 6(c), (i), (j), (k), (l), (q),(r),(s), (t), (w)&(z), 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(s)&(aa) and 7)
Operating income
Non-operating income and loss:
7100
Interest income(note 6(ab))
7010
Other income(note 6(ab))
7020
Other gains and losses(notes 6(g),(ab)&(ac) and 7)
7050
Finance costs(notes 6(q) & (ab))
7060
Share of profits (losses) of associates and joint ventures(note 6(g))
Total non-operating income and loss
7900
Income before taxes
7950
Income tax expense(note 6(u))
Net income
Other comprehensive income (loss)(notes 6(g), (v), (ac)):
8310
Items that will not be reclassified subsequently to profit or loss
8311
Remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured
at fair value through other comprehensive income
8320
Share of other comprehensive income (loss) 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 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 attributable to:
8610
Shareholders of the Parent
8620
Non-controlling interests
Total comprehensive income attributable to:
8710
Shareholders of the Parent
8720
Non-controlling interests
Earnings per share (in New Taiwan dollars) (note 6(x)):
9750
Basic earnings per share
9850
Diluted earnings per share
2022 %
100
(89)
11
(5)
(2)
(1)
(8)
-
3
-
-
-
-
-
-
3
(1)
2
-
-
-
-
-
1
-
-
1
1
3
2
-
2
3
-
3
1.67
~~1.65~~
2021
Amount
%
319,005,456
100
(281,814,400)
(88)
37,191,056
12
(15,492,033)
(5)
(5,002,271)
(2)
(2,646,170)
(1)
(23,140,474)
(8)
112,279
-
14,162,861
4
318,945
-
354,416
-
867,673
-
(336,677)
-
68,427
-
1,272,784
-
15,435,645
4
(4,148,332)
(1)
11,287,313
3
(37,137)
-
(358,717)
-
17
-
39,131
-
(356,706)
-
(2,788,067)
(1)
2,166
-
-
-
(2,785,901)
(1)
(3,142,607)
(1)
8,144,706
2
10,897,427
3
389,886
-
11,287,313
3
7,818,893
2
325,813
-
8,144,706
2
3.63
~~3.60~~
Amount
$ 275,423,744
(245,679,257)
29,744,487
(15,679,457)
(4,826,563)
(2,448,843)
(22,954,863)
138,073
6,927,697
535,746
556,176
(72,937)
(193,684)
120,823
946,124
7,873,821
(2,270,529)
5,603,292
587,280
(1,221,882)
(13)
(34,430)
(669,045)
4,596,636
234
-

4,596,870
3,927,825
$
9,531,117
$ 5,003,688
599,604
$
5,603,292
$ 8,930,204
600,913
$
9,531,117
$
$

See accompanying notes to consolidated financial statements.

Total equity 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 5,603,292 3,927,825 9,531,117 - - (6,949,107) 107,298 (11,367) - 22,986 - - 20,757 278,873 1,616,281 (207,441) - 1,855 70,434,195
Non- controlling interests 1,648,633 389,886 (64,073) 325,813 - - - - (37,414) (60,177) 53,032 (29,880) 699 249,470 337,722 (141,671) - 2,346,227 599,604 1,309 600,913 - - - - (8,621) (166,459) 22,986 (12,345) (2,083) 18,407 278,873 1,616,281 (207,441) - - 4,486,738
Total equity attributable to shareholders of the parent 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 5,003,688 3,926,516 8,930,204 - - (6,949,107) 107,298 (2,746) 166,459 - 12,345 2,083 2,350 - - - - 1,855 65,947,457
Treasury stock (2,914,856) - - - - - - - - - - - - - - - - (2,914,856) - - - - - - - - - - - - - - - - - - (2,914,856)
Total (5,517,452) - (3,078,534) (3,078,534) - - - - - 72 - - - - - - 308,290 (8,287,624) - 3,926,516 3,926,516 - - - - - 12,394 - - (6,219) - - - - 43,825 1,855 (4,309,253)
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ACER INCORPORATED AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the nine months ended September 30, 2022 and 2021 (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
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)
-
-
-
5,003,688
5,003,688
-
-
-
-
-
-
-
-
4,595,828
(1,204,929)
535,617
-
-
-
5,003,688
5,003,688
4,595,828
(1,204,929)
535,617
-
1,058,914
-
(1,058,914)
-
-
-
-
-
-
2,564,442
(2,564,442)
-
-
-
-
-
-
-
(6,949,107)
(6,949,107)
-
-
-
107,298
-
-
-
-
-
-
-
(2,746)
-
-
-
-
-
-
-
154,065
-
-
-
-
(287)
5,195
7,486
-
-
-
-
-
-
-
-
12,345
-
-
-
-
-
-
-
8,302
-
-
-
-
(11,702)
-
5,483
2,350
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(43,825)
(43,825)
-
43,825
-
-
-
-
-
-
1,855
-
-
27,795,883
2,515,341
7,398,192
4,983,612
14,897,145
(4,219,903)
(409,726)
320,376
Common stock $ 30,478,538 - - - - - - - - - - - - - - - - 30,478,538 - - - - - - - - - - - - - - - - - - $
30,478,538
Balance at January 1, 2021 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 Change in ownership interests in subsidiaries Acquisition or disposal of interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Stock option compensation cost of subsidiaries Aquisition 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 Balance at December 31, 2021 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 or disposal of interests in subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Organizational restructuring under common control 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 Liquidation of subsidiaries Balance at December 31, 2022

(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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from operating activities:
Income before income tax
$ 7,873,821
Adjustments for:
Adjustments to reconcile profit or loss:
Depreciation
1,016,650
Amortization
674,048
Net loss (gain) on financial assets measured at fair value through profit or
loss
37,445
Effects of exchange rate changes of financial assets measured at amortized
cost
(57,817)
Interest expense
193,684
Interest income
(535,746)
Dividend income
(556,176)
Share-based compensation cost
20,757
Share of profit of associates and joint ventures
(120,823)
Net gain on disposal of investments accounted for using the equity method
(8,121)
Loss on disposal of equipment and intangible assets
9,559
Property, plant and equipment reclassified to expenses
-
Net gain on disposal of investment property
-
Impairment loss on non-financial assets
7,503
Reversal of impairment loss on non-financial assets
(30,048)
Net loss (gain) on liquidation of subsidiaries and other profits from
investments
2,566
Total adjustments for profit or loss
653,481
Changes in operating assets and liabilities:
Changes in operating assets:
Derivative financial instruments measured at fair value through profit or loss
1,268,942
Contract assets
18,835
Notes and accounts receivable
12,910,775
Receivables from related parties
(40,492)
Inventories
16,491,929
Other receivables and other current assets
147,075
Other non-current assets
150,924
Changes in operating assets
30,947,988
Changes in operating liabilities:
Contract liabilities
352,660
Notes and accounts payable
(26,389,589)
Other payables and other current liabilities
(2,705,802)
Provisions
328,977
Refund liabilities
(1,406,701)
Other non-current liabilities
88,790
Changes in operating liabilities
(29,731,665)
Cash provided by operations
9,743,625
Interest received
517,270
Income taxes paid
(4,326,459)
Net cash flows provided by operating activities
5,934,436
2021
15,435,645
1,022,560
492,670
(30,094)
-
336,677
(318,945)
(354,416)
1,704
(68,427)
(47,815)
8,252
917
(1,141)
-
-
(3,068)
1,038,874
(1,744,184)
63,015
(8,283,499)
30,990
(15,317,842)
268,860
(16,406)
(24,999,066)
198,239
8,138,491
7,158,143
622,044
1,052,018
(11,505)
17,157,430
8,632,883
318,103
(2,453,171)
6,497,815

(Continued)

See accompanying notes to consolidated financial statements.

(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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from investing activities:
Purchase of financial assets measured at fair value through other comprehensive
income
(978,681)
Proceeds from disposal of financial assets measured at fair value through other
comprehensive income
-
Proceeds from capital reduction and liquidation of financial assets measured at fair
value through other comprehensive income
-
Acquisition of financial assets measured at amortized cost
(739,775)
Proceeds from disposal of financial assets measured at fair value through profit or
loss
1,943,356
Acquisition of investments accounted for using the equity method
(150,125)
Proceeds from disposal of investments accounted for using equity method
21,136
Additions to property, plant and equipment and investment property
(475,429)
Proceeds from disposal of property, plant and equipment and intangible assets
32,342
Proceeds from disposal of investment property
-
Additions to intangible assets
(395,832)
Payment of contingent consideration arising from business combination
(37,534)
Net cash flow from disposal of subsidiaries and other investments
-
Net cash inflow (outflow) from acquisition of subsidiaries
(418,436)
Increase in assets recognized from costs to fulfill contracts with customers
(356,804)
Decrease (increase) in other non-current financial assets
28,258
Dividends received
624,495
Net cash flows used in investing activities
(903,029)
Cash flows from financing activities:
Increase in short-term borrowings
9,800,722
Decrease in short-term borrowings
(9,434,416)
Proceeds from issuing bonds
-
Increase in long-term debt
72,355
Repayment of long-term debt
(34,561)
Payment of lease liabilities
(652,218)
Cash dividends
(6,841,809)
Cash dividends paid to non-controlling interests by subsidiaries
(207,441)
Issuance of common stock by subsidiaries not subscribed by the Group
1,616,281
Acquisition of interests in subsidiaries
(21,930)
Proceeds from disposal of interests in subsidiaries (without losing control)
44,916
Interest paid
(181,155)
Net cash flows (used in) provided by financing activities
(5,839,256)
Effect of foreign exchange rate changes
3,031,210
Net increase in cash and cash equivalents
2,223,361
Cash and cash equivalents at beginning of period
44,619,541
Cash and cash equivalents at end of period
$
46,842,902
2021
(2,234,039)
178,648
2,845
-
2,849,874
-
-
(552,937)
10,260
18,497
(373,199)
-
2,872
154,958
(364,440)
(130,914)
416,584
(20,991)
3,070,574
(3,664,124)
10,000,000
64,510
(3,349,490)
(679,795)
(4,501,662)
(141,671)
337,722
(22,736)
75,768
(294,441)
894,655
(1,932,961)
5,438,518
39,181,023
44,619,541

See accompanying notes to consolidated financial statements.

==> picture [593 x 115] intentionally omitted <==

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, 2022 and 2021, and the parent-companyonly 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, 2022 and 2021, 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 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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, 2022 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, respectively, to the parentcompany-only financial statements.

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(g) for the details of the write-down of inventories, respectively, to the parent-company-only financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost and net realizable value. Due to the rapid innovation of the information technology products and fierce market competition, the Company’s product price may fluctuate rapidly. Furthermore, the stocks for products and key components may exceed customers’ demands thus becoming 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 others, evaluating whether valuation of inventories was accounted for in accordance with the Company’s 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(h) for the evaluation of goodwill impairment, respectively, to the parent-company-only financial statements.

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 cashgenerating 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 valuation method 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 financial forecasts, and performing a sensitivity analysis to assess the impact of variations in 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 financial parent-company-only statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 Standards on Auditing of 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 in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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. If we 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.

  5. 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.

  6. 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 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.

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, 2023

Notes to Readers

The accompanying parent-company-only financial statements are intended only to present the parent-company-only 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 parent-company-only financial statements are those generally accepted and applied in the Republic of China.

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.

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

ACER INCORPORATED

Parent-Company-Only Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(a))
$ 16,424,913
12
1110
Financial assets measured at fair value through profit or loss-
current (note 6(b))
125,665
-
1170
Notes and accounts receivable, net (notes 6(e) & (u))
3,569,975
3
1180
Notes and accounts receivable from related parties (notes 6(e) & (u)
and 7)
12,743,460
9
1200
Other receivables, net (note 6(f))
152,614
-
1210
Other receivables from related parties (notes 6(f) and 7)
1,049,499
1
130X
Inventories (note 6(g))
12,515,946
9
1470
Other current assets
306,649
-
Total current assets
46,888,721
34
Non-current assets:
1517
Financial assets measured at fair value through other comprehensive
income-non-current (note 6(c))
6,465,744
5
1536
Financial assets measured at amortized cost-non-current (note
6(d))
797,782
1
1550
Investments accounted for using the equity method (note 6(h))
77,041,422
56
1600
Property, plant and equipment (note 6(i))
1,754,509
1
1755
Right-of-use assets (note 6(j))
120,214
-
1760
Investment property (note 6(k))
824,318
1
1780
Intangible assets (note 6(l))
179,677
-
1840
Deferred income tax assets (note 6(r))
3,082,794
2
1900
Other non-current assets
46,457
-
1980
Other financial assets-non-current (note 8)
148,466
-
Total non-current assets
90,461,383
66
Total assets
$ 137,350,104
100
December 31, 2021
Amount
%
20,564,678
13
443,248
-
6,335,764
4
37,518,525
23
263,174
-
664,582
-
16,213,599
10
245,025
-
82,248,595
50
6,690,542
4
-
-
67,951,695
42
1,740,178
1
76,756
-
811,781
1
175,814
-
3,100,650
2
40,261
-
160,566
-
80,748,243
50
162,996,838
100

(Continued)

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

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

ACER INCORPORATED

Parent-Company-Only Balance Sheets (Continued)

December 31, 2022 and 2021

(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:
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(c)&(s)):
3110
Common stock
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury stock
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2021
Amount
%
145,969
-
9,512
-
47,977,844
30
628,865
-
26,560,173
17
518,175
-
834,725
1
3,502,017
2
43,432
-
3,636,287
2
434,939
-
84,291,938
52
10,000,000
6
4,234,394
3
33,810
-
745,386
-
14,594
-
15,028,184
9
99,320,122
61
30,478,538
19
27,514,269
17
16,886,389
10
(8,287,624)
(5)
(2,914,856)
(2)
63,676,716
39
162,996,838
100

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

(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, 2022 and 2021

(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(g) & (o) and 7)
Gross profit
5920
Realized (unrealized) profit or loss on sales to subsidiaries, associates and joint
ventures
Realized gross profit
Operating expenses (notes 6(e), (i), (j), (k), (l), (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(h))
Total non-operating income and loss
Income before taxes
7950
Income tax expenses (note 6(r))
Net Income
Other comprehensive income (loss) (notes 6(h), (q), (r)&(s)):
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 income (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 income (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
2022
Amount
%
$ 169,284,764
100
(159,192,798)
(94)
10,091,966
6
40,330
-
10,132,296
6
(2,772,572)
(1)
(1,283,169)
(1)
(1,991,463)
(1)
(6,047,204)
(3)
132,051
-
4,217,143
3
74,621
-
519,988
-
(59,447)
-
(113,533)
-
1,721,078
1
2,142,707
1
6,359,850
4
(1,356,162)
(1)
5,003,688
3
89,278
-
(1,127,724)
(1)
386,990
-
(17,856)
-
(669,312)
(1)
4,595,828
3
-
-
4,595,828
3
3,926,516
2
$
8,930,204
5
$
1.67
$
1.65
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

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

Total equity 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 5,003,688 3,926,516 8,930,204 - - (6,949,107) 107,298 (2,746) 166,459 12,345 2,083 1,855 2,350 - 65,947,457
Treasury stock (2,914,856) - - - - - - - - - - - - - (2,914,856) - - - - - - - - - - - - - - (2,914,856)
Total (5,517,452) - (3,078,534) (3,078,534) - - - - - 72 - - (40,230) 348,520 (8,287,624) - 3,926,516 3,926,516 - - - - - 12,394 - (6,219) 1,855 - 43,825 (4,309,253)
(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, 2022 and 2021 (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
30,478,538
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)
-
-
-
-
5,003,688
5,003,688
-
-
-
-
-
-
-
-
-
4,595,828
(1,204,929)
535,617
-
-
-
-
5,003,688
5,003,688
4,595,828
(1,204,929)
535,617
-
-
1,058,914
-
(1,058,914)
-
-
-
-
-
-
-
2,564,442
(2,564,442)
-
-
-
-
-
-
-
-
(6,949,107)
(6,949,107)
-
-
-
-
107,298
-
-
-
-
-
-
-
-
(2,746)
-
-
-
-
-
-
-
-
154,065
-
-
-
-
(287)
5,195
7,486
-
12,345
-
-
-
-
-
-
-
-
8,302
-
-
-
-
(11,702)
-
5,483
-
-
-
-
-
-
1,855
-
-
-
2,350
-
-
-
-
-
-
-
-
-
-
-
(43,825)
(43,825)
-
43,825
-
30,478,538
27,795,883
2,515,341
7,398,192
4,983,612
14,897,145
(4,219,903)
(409,726)
320,376
$ $
Balance at January 1, 2021 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 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 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 Organizational restructuring under common control Liquidation of subsidiaries Stock option compensation cost of subsidiaries Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries Balance at December 31, 2022

(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, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from operating activities:
Income before income tax
$ 6,359,850
Adjustments for:
Adjustments to reconcile profit or loss:
Depreciation
144,017
Amortization
23,271
Net (gain) loss on financial assets measured at fair value through
profit or loss
(907)
Effects of exchange rate changes in financial assets measured at
amortized cost
(57,817)
Interest expense
113,533
Interest income
(74,621)
Dividend income
(519,988)
Share of profits of subsidiaries, associates and joint ventures
(1,721,078)
Gain on disposal of equipment and intangible assets
(670)
Loss on liquidation of subsidiaries
2,301
Property, Plant and equipment reclassified to expenses
-
Unrealized (realized) profit on sales to subsidiaries, associates and
joint ventures
(40,330)
Other profits from investment
-
Total adjustments for profit or loss
(2,132,289)
Changes in operating assets and liabilities:
Changes in operating assets:
Derivative financial instruments measured at fair value through profit
or loss
887,025
Contract assets
-
Notes and accounts receivable
2,765,789
Notes and accounts receivable from related parties
24,775,065
Inventories
3,687,416
Other receivables and other current assets
101,854
Changes in operating assets
32,217,149
Changes in operating liabilities:
Notes and accounts payable
(26,878,442)
Payables to related parties
2,732,230
Refund liabilities
(854,679)
Other payables and other current liabilities
(2,041,977)
Provisions
176,541
Contract liabilities
(703)
Other non-current liabilities and long-term payables to related parties
(33,488)
Changes in operating liabilities
(26,900,518)
Cash provided by operations
9,544,192
Interest received
66,508
Income taxes paid
(2,716,260)
Net cash provided by operating activities
6,894,440
2021
13,702,861
140,120
24,593
406
-
51,662
(42,434)
(287,772)
(4,953,384)
(657)
-
917
45,415
(196)
(5,021,330)
(1,084,932)
250
(425,105)
(12,922,567)
(2,563,051)
(70,225)
(17,065,630)
6,028,200
159,923
(14,624)
8,119,742
92,572
(69,619)
(24,630)
14,291,564
5,907,465
42,317
(1,065,249)
4,884,533

(Continued)

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

(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, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

2022
Cash flows from investing activities:
Purchase of financial assets measured at fair value through other
comprehensive income
(902,926)
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
-
Acquisition of financial assets measured at amortized cost
(739,775)
Additions to investments accounted for using the equity method
(3,001,210)
Proceeds from disposal of investments accounted for using the equity
method
509,697
Proceeds from capital return of investments accounted for using the equity
method
11,044
Additions to property, plant and equipment and investment property
(76,739)
Proceeds from disposal of equipment and intangible assets
670
Increase in receivables from related parties
(423,010)
Additions to intangible assets
(25,960)
Increase in assets recognized from costs to fulfill contracts with customers
-
Increase (decrease) in other financial assets and other non-current assets
4,732
Dividends received
980,389
Net cash flows used in investing activities
(3,663,088)
Cash flows from financing activities:
Increase in short-term borrowings
5,077,804
Decrease in short-term borrowings
(5,077,804)
Proceeds from issuing bonds
-
Repayment of long-term debt
-
Payment of lease liabilities
(83,477)
Decrease in loans from related parties
(225,000)
Cash dividends
(6,949,107)
Interest paid
(113,533)
Net cash flows provided by (used in) financing activities
(7,371,117)
Net increase in cash and cash equivalents
(4,139,765)
Cash and cash equivalents at beginning of period
20,564,678
Cash and cash equivalents at end of period
$
16,424,913
2021
(2,175,540)
107,703
2,845
-
(113,655)
66,165
-
(40,378)
895
(412,338)
(7,810)
(2,438)
(59,894)
560,248
(2,074,197)
5,233,942
(5,233,942)
10,000,000
(3,300,000)
(77,024)
(280,000)
(4,571,781)
(16,677)
1,754,518
4,564,854
15,999,824
20,564,678

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

Attachment 7

Acer Incorporated

2022 Statement of Profit & Loss Appropriation

Acer Incorporated
2022 Statement of Proft & Loss Appropriation
Beginning Balance of Un-appropriated Retained Earnings
Plus: 2022 Net Income after Tax
Deduct: the disposal loss of financial assets at fair value through other comprehensive
income
Deduct: Legal Reserve
Plus: Special Reserve
Accumulative earnings available for appropriation
Appropriation Items:
Cash dividends to shareholders(Note)
Ending Balance of Un-appropriated Retained Earnings
Unit: NT$ 23,748,872
5,003,688,277
(43,825,321)
(495,986,296)
84,251,128
4,571,876,660
(4,571,780,742)
95,918

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

Chairman of Board: Corporate Ofcers: Accounting Ofcer:
Jason Chen Jason Chen Sophia Chen
Meggy Chen

Attachment 8

Concurrent Positions of Director and Independent Director Candidates

==> picture [483 x 24] intentionally omitted <==

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

Type Name All Current Position (Note)
----- End of picture text -----

Type Name All Current Position(Note)
Director Jason Chen 1.
Director, FocalTech Systems Co., Ltd.
2. Independent Director, Powerchip Semiconductor Manufacturing Corp
3. Chairman, Mu-Jin Investment Co., Ltd (✻)
4. Chairman, Mu-Shi Investment Co., Ltd. (✻)
5. Director, Supervisor or Manger, Acer Group
Director Hung Rouan Investment
Corp. Legal Representative :
Stan Shih
1.
Director, Nan Shan Life Insurance Co., ltd.
2. Director, Egis Technology Inc.
3. Director, AiSails Power Inc. (✻)
4. Director, TRANSFORMATIVE CELL PROCESSING CO., LTD. (✻)
5. Director, Himalayas Venture Capital Investment Inc. (✻)
6. Director, One Song Inc. (✻)
7.
Director, Fort Zeelandia Inc. (✻)
8. Director, CTS Inc. (✻)
9. Director, Hung Rouan Investment Corp. (✻)
10. Chairman, Ambi Investment and Consulting Inc. (✻)
11. Director, Rongxin Management Consultants Co., Ltd. (✻)
12. Chairman, CLOUD GATE Foundation (✻)
13. Chairman, Stans Foundation (✻)
14. Director, Taiwan Public Television Service Foundation (✻)
15. Director, Chew’s Culture Foundation (✻)
16. Director, NSFG Foundation (✻)
17. Director, SanCode Foundation (✻)
18. Chairman, Acer Foundation (✻)
19. Director, Supervisor or Manger, Acer Group
Director Maverick Shih 1.
Director, Kiwi Technology Inc.
2. Chairman, SATORO TAIWAN INC. (✻)
3. Chairman, MAVs LAB. Inc. (✻)
4. Director, Allxon Inc. (✻)
5. Director, Rongxin Management Consultants Co., Ltd. (✻)
6. Director, Supervisor or Manger, Acer Group
Independent
Director
Ching-Hsiang Hsu 1. Chairman, eMemory Technology Inc.
2. Independent Director, /Member of Remuneration Committee/ Member
of Audit Committee, Materials Analysis Technology Inc.
3. Director, Powerchip Semiconductor Manufacturing Corp
4. Chairman, iMQ Technology Inc. (✻)
5. Chairman and President, PUFsecurity Corp. (✻)
6. Chairman, PUFsecurity USA Corporation (✻)
7. Director, SecuX Technology Inc. (✻)
8. Director, National Applied Research Laboratories, NARLabs (✻)

==> picture [483 x 23] intentionally omitted <==

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

Type Name All Current Position (Note)
----- End of picture text -----

Type Name All Current Position(Note)
Independent
Director
Yuri, Kure None
Independent
Director
Pan-Chyr Yang 1. Director, Microbio Co., Ltd.
2. Professor, Department of Internal Medicine, National Taiwan University
Hospital (✻)
3. Academician, Academia Sinica (✻)
4. Executive Secretary, NTU Center of Genomic Medicine (✻)
5. Program Director, Microarray Core Facility, National Research Program
for Genomic Medicine (✻)
6. President, Taiwan Society of Pulmonary and Critical Care Medicine (✻)
7. Lung Cancer Program Co-Director with President Cheng-Wen Wu, Na-
tional Research Program for Genomic Medicine (✻)
8. Clinical Professor, Department of Oncology, National Taiwan University
(✻)
9. President, NTU YongLin Institute of Health (✻)
Independent
Director
Mei-Yueh Ho 1. Independent Director, ASE Technology Holding Co., Ltd.
2. Independent Director, Center Laboratories Inc.
3. Director, Kinpo Electronics, Inc.
4. Independent Director, Onward Therapeutics SA (✻)

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