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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”)]
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Date 2021.9 2021.10
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| 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”)
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Date 2022.7
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| 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
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Type Name Academic Experience All Current Position Shareholdings
Background (Note 1)
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| 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 |
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----- 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 |
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----- 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
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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:
-
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.
-
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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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.
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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:
- 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:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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
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----- 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 (✻) |
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----- 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