ACER — AGM Information 2024

Jun 17, 2024

MINUTES OF 2024 ANNUAL SHAREHOLDERS’ MEETING OF

ACER INCORPORATED

(Translation)

The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2024 Annual Shareholders’ Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.

Time: 9:00 a.m., Friday, May 31, 2024

• Venue: Aspire Resort

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

Type: Physical shareholders meeting

Total outstanding shares of ACER (excluding 16,708,995 shares without voting rights as stipulated in Article 179 and 197-1 of the Company Law): 3,031,144,833 shares

Total shares represented by shareholders present in person or proxy: 1,632,359,493 shares Percentage of shares held by shareholders present in person or proxy: 53.85%

The attendance list of the directors: Jason Chen, Maverick Shih, and the independent Directors Ching-Hsiang Hsu and Mei-Yueh Ho. More than half of the directors have attended this meeting.

Chairman: Jason Chen

Recorder: Wayne Chang

The aggregate shareholding of the shareholders presents 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 2023

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 2023

Explanatory Notes:

• i. Distribution of Cash Dividend

• (i) Pursuant to Article 21 of the Articles 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$7,349,155,837, and plan to distribute the cash dividend of NT$4,876,566,124 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$1.6 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 June 26, 2024, and the distribution date is set on July 25, 2024. 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’ 2023 profit sharing bonus and Board Directors’ compensation on March 14, 2024. The employees’ profit sharing bonus and Board Directors’ compensation are to be distributed in cash.

• (ii) The total amount of employees’ 2023 profit sharing bonus is NT$470,000,000.

• (iii) The total amount of Board Directors’ 2023 compensation is NT$4,000,000.

• (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.

2. Proposed Items for Ratification and Discussion

Item 1

Proposal: Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2023. (Proposed by the Board of Directors) Explanatory Notes:

• (1) The Company’s Financial Statements for the year 2023, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by CPA Wei-Ming Shih and CPA Ching-Wen Kao of KPMG.

• (2) The Business Report for the year 2023, the aforementioned financial statements and Profit Distribution Statement for the year 2023 are attached hereto as Attachment 1 and Attachment 5~6, which have been approved by the Audit Committee and by the Board of Directors via resolution.

• (3) Please ratify.

Resolution:

Shares present at the time of voting: 1,632,359,493 (votes casted electronically:

1,405,178,329 votes)

1,405,178,329 votes)
Voting Results*	% of the total represented share present
Votes in favor: 1,401,762,238 votes (1,174,710,096 votes)	85.87%
Vote against: 659,237 votes (659,237 votes)	0.04%
Votes invalid or abstained: 229,938,018 votes (229,808,996 votes)	14.09%

*Including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed. [Note: There were no questions raised by the shareholders.]

Item 2

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

Explanatory Notes:

• (1) To comply with the National Communications Commission's abolishment of the business permit requirement for Type II Telecommunications Enterprises and the amendments to the List of Codes of Business Activities of Companies, it is proposed to revise certain contents of the Company's Articles of Incorporation. Please refer to Attachment 7, for “Comparison Table of Acer’s Articles of Incorporation Before and After Revision” 。 .

• (2) Please discuss.

Resolution:

Shares present at the time of voting: 1,632,359,493 (votes casted electronically:

1,405,178,329 votes)

1,405,178,329 votes)
Voting Results*	% of the total represented share present
Votes in favor: 1,413,369,234 votes (1,186,317,092 votes)	86.58%
Vote against: 649,150 votes (649,150 votes)	0.04%
Votes invalid or abstained: 218,341,109 votes (218,212,087 votes)	13.38%

*Including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed. [Note: There were no questions raised by the shareholders.]

Item 3

Proposal: Proposal of the Amendments to Acer's Internal Rules: (Proposed by the Board of Directors)

• i. Procedures for Acquiring or Disposing of Assets

ii Procedures Governing Lending of Capital to Others

Explanatory Notes:

• (1) For the subsidiary’s potential capital increase needs in the future, it is proposed to raise and revise certain contents of Procedures for Acquiring or Disposing of Assets for increasing the upper limit of the Company’s total investment amount in a single subsidiary.

• (2) Considering of the applicable regulations and actual operation needs, it is proposed to revise certain contents of Procedures Governing Lending of Capital to Others. Key points for the proposed revisions points are as follows:

• i. The loan to the enterprises which the Company has business transactions is deleted to enhance control. The loan with joint ventures with short-term funding needs is added to meet actual needs. Adjustments are also made to the related loan amount.

• ii. Parent-subsidiary relationships and joint ventures are defined in accordance with Guidelines for Handling Fund Loans and Endorsement Guarantees of Publicly Issued Companies and the Financial Reporting Standards for Securities Issuers.

• iii. The upper limit to the loan amount will be set based on a certain proportion of the net worth of borrowing party.

• (3) The before and after revision chart for the aforementioned internal rules are attached hereto as Attachments 8 and 9.

• (4) Please discuss.

Resolution:

Shares present at the time of voting: 1,632,359,493 (votes casted electronically: 1,405,178,329 votes)

Voting Results*	% of the total represented sharepresent
Votes in favor: 966,369,790 votes (739,317,648 votes)	59.20%
Vote against: 431,015,548 votes (431,015,548 votes)	26.40%
Votes invalid or abstained: 234,974,155 votes (234,845,133 votes)	14.40%

*Including votes casted electronically (number in brackets)

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

[Note: There were no questions raised by the shareholders.]

Item 4

Proposal: To Approve the Listing Application of the Company’s Subsidiary, Winking Studios Limited, on the Overseas Stock Market. (Proposed by the Board of Directors)

Explanatory Notes:

• (1) The Company’s 2023 GSM has approved its subsidiary, Winking Studios Limited (hereinafter referred to as “WINKING”), to list on Singapore Exchange (Catalist) which was completed on November 20, 2023. Regarding WINKING’s proposal for applying dual listing on overseas stock market outside Singapore, the Company’s Audit Committee has reviewed the proposal in accordance with the relevant regulations of TWSE.

• (2) Purpose of applying for dual listing and trading in an overseas securities market: To expand fundraising and financing channels and enhance the opportunities for M&A and investment in superior gaming art production and game development opportunities, thereby bolstering the WINKING’s global competitiveness, popularity and visibility. WINKING is considering seeking dual listing opportunities of its stock on appropriate overseas securities exchanges (hereinafter referred to as “'WINKING Overseas Dual Listing”').

• (3) Impact on the finance, business and the proposed changes in the organizational structure and business on the Company:

• i. The impact on financial operations: WINKING Overseas Dual Listing will increase and diversify fundraising channels, which will allow streamlined methods for raising funds required for its business operations, strengthening its financial profile and financing capabilities as well as attracting outstanding talent. Although Acer Incorporated (hereinafter referred to as ‘the Company') shareholding ratio in WINKING may be diluted due to comply with relevant legal requirements when applying for dual listing of its stock on securities exchanges outside of Singapore, it is expected that the Company, Acer Gaming Inc. (hereinafter referred to as 'AGM'), and other subsidiaries of the Company will still collectively hold more than 50% of the total issued shares of WINKING or maintain ownership with control over WINKING. WINKING will continue to be a subsidiary in the Company's consolidated financial statements. Therefore, WINKING Overseas Dual Listing will have no adverse impact on the Company's financial operations and is expected to have positive benefits.

• ii. The impact on business operations: The Company is not engaged in the same business as its subsidiary, AGM and WINKING. AGM's investment in acquiring shares of WINKING aims to continue deepening and expanding businesses related to the gaming sector, as AGM transitions from its current

focus on gaming hardware and peripherals distribution to gaming contentrelated ventures. While there may be opportunities for collaboration in the future between the Company, AGM, and WINKING, each will continue to develop independently. Therefore, WINKING's application for dual listing on other overseas securities exchanges will benefit the expansion of overseas businesses for subsidiary AGM and WINKING, without adversely affecting the Company's operations.

• iii. The impact of the proposed changes in the organizational structure and business: WINKING's operational organizational structure and business have not been adjusted due to its overseas dual listing. However, in the future, WINKING may establish branch offices in locations /countries where other overseas securities exchanges for planned dual listings are situated to meet business expansion needs. Regardless of whether branch offices are established in the future, it will not have a significant impact on the Company.

• iv. In summary, WINKING Overseas Dual Listing will not have negative impact on the Company.

• (4) The method of shareholding dispersal, proposed percentage of shareholding reduction and basis of price determination, and the parties to whom equities are to be assigned or specified persons being contacted:

• i. Method of shareholding dispersal, proposed percentage of shareholding reduction and basis of price determination: In response to the equity dispersion required for WINKING Overseas Dual Listing, the issuance of new shares and the release of original shares by WINKING shareholders will be conducted in accordance with relevant laws, regulations and rules of the securities exchanges where the dual listing is sought, to comply with the de minimis requirements for equity dispersion.

  • The specific shareholding ratio of public shareholders and the issue price to meet the equity dispersion requirements will be made in accordance with the regulations of the securities exchanges where the listing is sought. The exact figures cannot be estimated at the moment, but it is expected that, if and when the WINKING Overseas Dual Listing is complete, the Company, AGM, and other subsidiaries will collectively hold more than 50% of WINKING's shares or maintain ownership with control over WINKING.

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

• (5) Any effect on the ongoing listing of the Company: If and when the WINKING Overseas Dual Listing is complete, the Taiwan Stock Exchange maintains its prerogative to review the Company’s continued listing in accordance with the relevant regulations of its review guidelines. Any disclosure of business and financial information in connection with WINKING’s overseas dual listing will comply and be in accordance with the relevant methods and regulations set out by the TWSE and will not affect the Company’s continued listing on the TWSE.

• (6) Others:

• i. The WINKING Overseas Dual Listing is still under evaluation and in the planning phase. There is uncertainty and unpredictability surrounding as whether the submission being executed and the occasion for submission, the time took to process the application, and whether the application being approved.

• ii. To cope with the WINKING Overseas Dual Listing, it is proposed to the Company’s GSM 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, the Company will assist and urge AGM (if necessary) to handle the matters related to the WINKING Overseas Dual Listing.

• (7) Please discuss.

Resolution:

Shares present at the time of voting: 1,632,359,493 (votes casted electronically: 1,405,178,329 votes)

1,405,178,329 votes)
Voting Results*	% of the total represented share present
Votes in favor: 1,413,271,287 votes (1,186,219,145 votes)	86.58%
Vote against: 783,616 votes (783,616 votes)	0.05%
Votes invalid or abstained: 218,304,590 votes (218,175,568 votes)	13.37%

*Including votes casted electronically (number in brackets)

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

[Note: There were no questions raised by the shareholders.]

3. Extemporary Motion

None.

The Shareholder (Registered Numbers: 0741057) raised questions:

1. How would the Company respond to AI PC’s development trend and market potential? What’s the Company’s preparation and goals?

2. Chairman's response:

3. Generation AI represents generative AI. Regarding the opportunities bring from generative AI, Acer has executed its strategy on many fields, such as software, hardware, applications, security and health. For AI PC, Acer ensures to stay ahead of the curve in both software and hardware development. On each new development state, Acer may not only catch up but also ensures to maintain its leading position. In the trend of AI PC, Acer has established long-term collaborations with relevant supply chains and has prepared its production capacity accordingly. Inventory management is critical in our industry, and thus we exercise great caution in this regard. Thank you.

4. How will the Company convert numerous reinvestments into corporate value? Chairman's response:

5. The first part is our own subsidiaries, such as Acer Cyber Security Inc. The Company’s shareholders and employees are entitled to subscribe such company’s stocks via IPO process for demonstrating its values.

The section party is the direct investments made by Acer. We may focus on the marker’s further trend. We can take Acer’s investments in Chao Chi Property Management Consulting Co., Ltd. as an example. At first glance, its rental management business might not seem directly related to Acer, but based on the experience in Japan, during the course of social development, rental management services are expected to have significant growth potential. We hope that during this process, both Chao Chi Property Management Consulting Co., Ltd. and Acer can secure advantageous positions in the broader market trend.

1. It is recommended that the parking lot should have signage and that the venue for the shareholders' meeting should be equipped with tables for the convenience of the shareholders.

Chairman's response:

Thanks for your opinion. We would take it into consideration.

The Shareholder (Registered Numbers: 1191052) raised questions:

It is recommended to provide better care for the shareholders attending in person, such as parking guidance and venue arrangements.

Chairman's response:

We empathize with your concerns and will remain committed to continuous

improvement. Thank you.

4. Meeting Adjourned (9:32 a.m., May 31, 2024)

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

Attachment 1

Business Report

Dear Shareholders,

Optimizing Operations and Capturing New Opportunities[[1] ]

Acer has seen its computer business move back on the right track with inventory under control around the middle of 2023. New usage models based on generative AI started to emerge, our strategy to expand multiple business engines continued to gain momentum, and considerable progress was made in our sustainability efforts for the environment.

Our fiscal 2023 results were: consolidated revenues of NT$241.31 billion, operating income of NT$4.23 billion, net income of NT$4.93 billion, and EPS of NT$1.64. Businesses other than computers and displays contributed around 27% of total group revenues, while three subsidiaries went public to reach a total of 12 public subsidiaries by the end of 2023.

In the realm of artificial intelligence (AI), we are investing in three areas: enhancing data quality such as data analytics, data cleanup and multiple site data backup; optimizing learning models such as medical image analysis for AI medical solutions; and application usages such as number or image recognition used in parking applications for smart cities. With an AI team at scale, Acer is already playing some essential roles in AI.

Making ESG a Sustainable Part of Acer and Investing in Smart Solutions

We announced our latest sustainability concepts and developments alongside COP28, the United Nations Climate Change Conference in Dubai, to attract global climate campaigners and leaders to visit Acer and learn what we are doing and the concepts we have for a better future. We also welcomed external parties’ oversight to help enhance our commitments and actions. Four lifestyle concepts proposed under the theme of ‘conscious technology’ designed and made with consideration for the future were exhibited – working, learning, moving, living – with products, services, and solutions by Acer and our subsidiaries that provide people with smart, low carbon, and conscious living.

Acer is accelerating its efforts in response to the climate urgency, as well as motivating and seizing new business opportunities. We have steadily expanded our Vero portfolio of eco-conscious products – including our first carbon-neutral laptop. Our investment in smart solutions include smart cities, smart lighting, smart parking and e-mobility, and smart medical. Investing in and using these solutions will help carbon reduction, save energy, and increase productivity. And we have started using biofuel in product transportation and are offering energy storage solutions across the supply chain, from household to industrial use, manufacturing to application, and front-of to behind-the-meter solutions to contribute to the energy transition.

Recognition of Our ESG Initiatives

Acer’s “Earthion” sustainability platform that unites employees and supply chain partners to tackle environmental challenges continues to gain in strength. We are committed to sourcing 100% renewable electricity by 2035 and have pledged to achieve net-zero emissions by 2050. As one of the world’s top ICT companies, Acer seeks to amplify positive impacts on the environment through united actions; ahead of our target schedule, 80% of our critical suppliers have committed to 100% renewable electricity or set science-based carbon reduction targets. We will continue working toward the goal to use 20-30% post-consumer recycled plastic in its computers and monitors by 2025, for which 18.87% use was achieved in 2023.

Acer’s focus on environmental, social and governance (ESG) through transparent reporting and initiatives under our Earthion mission has gained increasing global recognition and are instrumental in our inclusion in worldwide sustainability indices throughout 2023. Acer has been recognized and won major industry accolades. Acer was listed in the Top 5% of companies in the S&P Global Sustainability Yearbook 2023 for sustainable business practices. For the 10th consecutive year, the company was listed in both the MSCI ESG Leaders Indexes, garnering the best rating of “AAA” in its category since 2021, and in the Dow

Jones Sustainability Indices Emerging Markets Index. Furthermore, it was named among Forbes World’s Best Employers for the fourth consecutive year. For the second year, we were awarded an Ecovadis Platinum Medal that represents the sustainability rating’s highest recognition representing the top 1% of rated companies.

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

Acer will observe geopolitical and socioeconomic situations, inflation, and currency fluctuations to dynamically adjust business and operation strategies, including foreign exchange hedging to minimize risks, and optimize inventory levels. To counteract cyber security threats in the realms of AI and cloud services, Acer will continue to strengthen its global information security and comply with international laws and regulations on information privacy and security.

Our strategy to establish multiple business engines beyond existing boundaries, while emphasizing on sustainability, has provided Acer with more opportunities in the evolving industry dynamics and enhance our corporate resilience. Once again, we thank all our customers, shareholders, and employees for your support in 2023, and we look forward to an exciting future ahead.

Chairman of Board :

Jason Chen

Corporate Officers : Jason Chen Victor Chien 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 2023 Business Report, Financial Statements, and the Proposal for Profit Distribution. The CPA Wei-Ming Shih 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 Profit Distribution Statement 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 14, 2024

[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 Synergy Manpower Corp. (7706.TW; Former Name: ISU Service Corp, “ASM”)]

==> picture [497 x 23] intentionally omitted <==

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

Date 2023.6
----- End of picture text -----

Date	2023.6
Purpose and Mode	To increase capital in cash for operation needs
ASM Issue (Transfer) Shares	8,000,000 shares
Issue (Transfer) Price	NT$ 13
Date of Audit Committee approved	2023.3.16
Date of Board approved	2023.3.16
Date of Shareholder meeting approved	-
Subscriber/Transferee	Acer shareholders
Number of shares	1,361,893 shares (Note1)
Acer’s Shareholdings before share-release	0% (Note2)
Acer’s Shareholdings after share-release	0% (Note2)
Bases of share price	CPA report to the share price
Impact on Acer shareholders	Not harm to shareholders’ rights and interests

Note 1: The board of directors of Acer Synergy Tech Corp. resolved to release a portion of Acer Synergy Manpower Corp.’s cash capital increase for subscription (2,400,000 shares) to its shareholders (each ordinary share is entitled to subscribe for 0.12 shares of Acer Synergy Manpower Corp.). At that time, the Company held a total of 11,349,112 shares of Acer Synergy Tech Corp., and is entitled to subscribe for 1,361,893 shares.

Note 2: The Company doesn’t directly own Acer Synergy Manpower Corp.’s shares. The waived subscription shares as aforementioned will be subscribed by the Company’s shareholders and the specific subscriber contacted by Acer Synergy Tech Corp. 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, 2023, 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, and (3) the changes in the international political and economic situation, the increase in market interest rates, and other uncertainties.

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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 14, 2024. 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

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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 sheet as of December 31, 2023 and 2022, the consolidated statement 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 material 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, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 requirements. 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, 2023 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 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 based on business practice is subject to management’s judgment, which involves significant uncertainty. Consequently, the revenue recognition and accrual of sales allowances 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, including the reasonableness of key assumptions; and inspecting the historical payments of sales allowances to evaluate the reasonableness of the sales allowances estimated by management.

1. 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, 2023 and 2022, on which we have issued an unmodified audit opinion.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shih, Wei-Ming and Kao, Ching-Wen.

KPMG

Taipei, Taiwan (Republic of China) March 14, 2024

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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 48,134,128 23 1110 Financial assets measured at fair value through profit or loss－ current (note 6(b)) 140,558 - 1137 Financial assets measured at amortized cost－current (note 6(f)) 461,025 - 1140 Contract assets－current (note 6(y)) 701,205 - 1170 Notes and accounts receivable, net (notes 6(c) & (y)) 52,194,191 25 1180 Accounts receivable from related parties (notes 6(c) & (y) and 7) 114,041 - 1200 Other receivables (note 7) 981,335 - 1220 Current income tax assets 348,843 - 130X Inventories (note 6(d)) 43,553,072 22 1476 Other financial assets－current (notes 6(a) and 8) 6,885,203 3 1479 Other current assets (note 6(m)) 4,052,437 2 Total current assets 157,566,038 75 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income－non-current (note 6(e)) 11,901,429 6 1535 Financial assets measured at amortized cost－non-current (note 6(f)) 4,214,559 2 1550 Investments accounted for using the equity method (note 6(g)) 1,391,943 1 1600 Property, plant and equipment (notes 6(i) and 8) 4,423,825 2 1755 Right-of-use assets (note 6(j)) 1,924,650 1 1760 Investment property (note 6(k)) 861,680 - 1780 Intangible assets (note 6(l)) 18,855,332 9 1840 Deferred income tax assets (note 6(u)) 3,784,322 2 1980 Other financial assets－non-current (note 8) 1,133,805 1 1990 Other non-current assets (note 6(m)) 2,676,263 1 Total non-current assets 51,167,808 25 Total assets $ 208,733,846 100

December 31, 2022

Amount % 46,842,902 25 935,122 1 - - 523,881 - 51,322,037 27 41,821 - 441,720 - 354,479 - 42,213,077 22 345,879 - 3,636,107 2 146,657,025 77 7,603,961 4 797,782 - 1,174,374 1 4,298,887 2 1,969,364 1 831,925 1 18,530,591 10 3,705,388 2 1,082,824 1 2,387,598 1 42,382,694 23 189,039,719 100

(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, 2023 and 2022

(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)) 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)) 2527 Contract liabilities－non-current (note 6(y)) 2531 Bonds payable (note 6(p)) 2540 Long-term debt (notes 6(o) and 8) 2550 Provisions－non-current (notes 6(r) and 9) 2570 Deferred income tax liabilities (note 6(u)) 2580 Lease liabilities－non-current (note 6(q)) 2600 Other non-current liabilities Total non-current liabilities Total liabilities Equity (notes 6(e), (g), (h) 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, 2023		December 31, 2022 Amount % 1,652,086 1 1,015,407 - 2,985,415 2 31,549,698 17 35,449,182 19 3,247,082 2 6,916,990 3 613,263 - 58,017 - 14,722,275 8 1,314,317 1 99,523,732 53 4,850 - 829,346 - 10,000,000 5 104,476 - 15,296 - 5,025,255 3 1,495,786 1 1,606,783 1 19,081,792 10 118,605,524 63 30,478,538 16 27,795,883 15 14,897,145 8 (4,309,253) (2) (2,914,856) (2) 65,947,457 35 4,486,738 2 70,434,195 37 189,039,719 100

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, 2023 and 2022

(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), (l), (ab)&(ac) and 7) 7050 Finance costs (notes 6(q) & (ab)) 7060 Share of profits 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 (e), (g), (t), (u) & (v)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income (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 (losses) of associates 8399 Income tax related to items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive income, 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	2023	% 100 (89) 11 (6) (2) (1) (9) - 2 1 - - - - 1 3 (1) 2 - 3 - - 3 - - - - 3 5 2 - 2 5 - 5 1.64 1.64	2022 Amount % 275,423,744 100 (245,679,257) (89) 29,744,487 11 (15,679,457) (5) (4,826,563) (2) (2,448,843) (1) (22,954,863) (8) 138,073 - 6,927,697 3 535,746 - 556,176 - (72,937) - (193,684) - 120,823 - 946,124 - 7,873,821 3 (2,270,529) (1) 5,603,292 2 587,280 - (1,221,882) - (13) - (34,430) - (669,045) - 4,596,636 1 234 - - - 4,596,870 1 3,927,825 1 9,531,117 3 5,003,688 2 599,604 - 5,603,292 2 8,930,204 3 600,913 - 9,531,117 3 1.67
	Amount $ 241,308,142 (215,484,917) 25,823,225 (14,204,313) (5,335,136) (2,118,397) (21,657,846) 60,032 4,225,411 2,059,695 484,476 1,265,856 (283,478) 46,835 3,573,384 7,798,795 (2,167,631) 5,631,164 (35,982) 7,812,351 84 3,280 7,779,733 408,596 (568) - 408,028 8,187,761 $ 13,818,925 $ 4,931,944 699,220 $ 5,631,164 $ 13,141,580 677,345 $ 13,818,925 $ $
			1.65

See accompanying notes to consolidated financial statements.

														Total equity	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	5,631,164	8,187,761	13,818,925		-	-	(4,571,781)	70,119	275,197	1,640	-	84,859	-	-	5,671	220,553	429,281	(426,594)		-		-	80,342,065
												Non-	controlling	interests	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	699,220	(21,875)	677,345		-	-	-	-	-	-	119,222	84,859	19,538	(252)	4,851	220,553	429,281	(426,594)		-		-	5,615,541
										Total equity	attributable	to	shareholders	of the parent	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	4,931,944	8,209,636	13,141,580		-	-	(4,571,781)	70,119	275,197	1,640	(119,222)	-	(19,538)	252	820	-	-	-		-		-	74,726,524
													Treasury	stock	(2,914,856)	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	(2,914,856)	-	-	-		-	-	-	-	202,082	-	-	-	-	-	-	-	-	-		-		-	(2,712,774)
														Total	(8,287,624)	-	3,926,516	3,926,516		-	-	-	-	-	12,394	-	-	(6,219)	-	-	-	-		43,825	1,855	(4,309,253)	-	8,209,636	8,209,636		-	-	-	-	-	-	(2,107)	-	-	-	-	-	-	-		(3,212,026)		(21,652)	664,598
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)	ACER INCORPORATED AND SUBSIDIARIES	Consolidated Statements of Changes in Equity	For the years ended December 31, 2023 and 2022	(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	27,514,269 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	- - - 4,931,944 4,931,944 - - -	- - - - - 421,565 7,813,884 (25,813)	- - - 4,931,944 4,931,944 421,565 7,813,884 (25,813)		- 495,986 - (495,986) - - - -	- - (84,251) 84,251 - - - -	- - - (4,571,781) (4,571,781) - - -	70,119 - - - - - - -	73,115 - - - - - - -	1,640 - - - - - - -	(117,115) - - - - (1,364) (431) (312)	- - - - - - - -	(19,538) - - - - - - -	252 - - - - - - -	820 - - - - - - -	- - - - - - - -	- - - - - - - -	- - - - - - - -		- - - 3,212,026 3,212,026 - (3,212,026) -		- - - 21,652 21,652 - (21,652) -	27,805,176 3,011,327 7,313,941 8,165,718 18,490,986 (3,799,702) 4,170,049 294,251
														Common stock	$ 30,478,538	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	30,478,538	-	-	-		-	-	-	-	-	-	-	-	-	-	-	-	-	-		-		-	$ 30,478,538
															Balance at January 1, 2022	Net income for the period	Other comprehensive income (loss) for the period	Total comprehensive income (loss) for the period	Appropriation and distribution of retained earnings:	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	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	Net income for the period	Other comprehensive income (loss) for the period	Total comprehensive income (loss) for the period	Appropriation and distribution of retained earnings:	Legal reserve	Reversal of special reserve	Cash dividends	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Disposal of the Company’s share by subsidiaries recognized as treasury share transactions	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	the Company	Disposal of financial assets measured at fair value through other comprehensive income by	subsidiaries	Balance at December 31, 2023

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

2023 Cash flows from operating activities: Income before income tax $ 7,798,795 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 1,129,867 Amortization 646,315 Net loss on financial assets measured at fair value through profit or loss 6,962 Effects of exchange rate changes on financial assets measured at amortized cost (2,448) Interest expense 283,478 Interest income (2,059,695) Dividend income (484,476) Share-based compensation cost 5,671 Share of profits of associates and joint ventures (46,835) Gain on disposal of investments (3,967) Loss (gain) on disposal of equipment and intangible assets (1,233) Property, plant and equipment reclassified to cost 323 Impairment loss on non-financial assets 1 Reversal of impairment loss on non-financial assets - Gain on bargain purchase (2,216) Loss on liquidation of subsidiaries and other investments - Total adjustments for profit or loss (528,253) Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss (154,704) Contract assets (147,583) Notes and accounts receivable (762,755) Receivables from related parties (68,125) Inventories (1,345,565) Other receivables and other current assets (802,331) Other non-current assets 48,588 Changes in operating assets (3,232,475) Changes in operating liabilities: Contract liabilities 37,990 Notes and accounts payable 13,039,769 Other payables and other current liabilities (3,384,816) Provisions (454,602) Refund liabilities (753,994) Other non-current liabilities 45,371 Changes in operating liabilities 8,529,718 Cash provided by operations 12,567,785 Interest received 1,910,847 Income taxes paid (1,795,092) Net cash flows provided by operating activities 12,683,540

2022 7,873,821 1,016,650 674,048 37,445 (57,817) 193,684 (535,746) (556,176) 20,757 (120,823) (8,121) 9,559 - 7,503 (30,048) - 2,566 653,481 1,268,942 18,835 12,910,775 (40,492) 16,491,929 147,075 150,924 30,947,988 352,660 (26,389,589) (2,705,802) 328,977 (1,406,701) 88,790 (29,731,665) 9,743,625 517,270 (4,326,459) 5,934,436

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

2023 Cash flows from investing activities: Acquisition of financial assets measured at fair value through other comprehensive income (845,063) Proceeds from disposal of financial assets measured at fair value through other comprehensive income 4,356,887 Acquisition of financial assets measured at amortized cost (3,859,633) Acquisition of financial assets measured at fair value through profit or loss (74,724) Proceeds from disposal of financial assets measured at fair value through profit or loss 775,088 Acquisition of investments accounted for using the equity method (397,661) Proceeds from disposal of investments accounted for using the equity method - Acquisition of property, plant and equipment and investment property (516,266) Proceeds from disposal of property, plant and equipment and intangible assets 54,517 Acquisition of intangible assets (483,472) Payment of contingent consideration arising from business combination or investment in associates (35,609) Net cash inflow (outflow) from acquisition of subsidiaries 248,473 Increase in assets recognized from costs to fulfill contracts with customers (558,479) Decrease (increase) in other financial assets (6,587,259) Dividends received 557,384 Net cash flows used in investing activities (7,365,817) Cash flows from financing activities: Increase in short-term borrowings 3,784,389 Decrease in short-term borrowings (4,503,595) Increase in long-term debt 1,500,000 Repayment of long-term debt (63,652) Payment of lease liabilities (744,711) Cash dividends (4,501,662) Proceeds from sale of treasury shares 275,197 Cash dividends paid to non-controlling interests by subsidiaries (426,594) Issuance of common stock by subsidiaries not subscribed by the Group 433,434 Acquisition of interests in subsidiaries (28,613) Proceeds from disposal of interests in subsidiaries (without losing control) 113,472 Interest paid (277,876) Net cash flows used in financing activities (4,440,211) Effect of foreign exchange rate changes 413,714 Net increase in cash and cash equivalents 1,291,226 Cash and cash equivalents at beginning of period 46,842,902 Cash and cash equivalents at end of period $ 48,134,128

2022 (978,681) - (739,775) - 1,943,356 (150,125) 21,136 (475,429) 32,342 (395,832) (37,534) (418,436) (356,804) 28,258 624,495 (903,029) 9,800,722 (9,434,416) 72,355 (34,561) (652,218) (6,841,809) - (207,441) 1,616,281 (21,930) 44,916 (181,155) (5,839,256) 3,031,210 2,223,361 44,619,541 46,842,902

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 financial statements of Acer Incorporated(“the Company”), which comprise the balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 requirements. 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, 2023 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 allowances, respectively, to the parent-company-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 based on business practice is subject to management’s judgment, which involves significant uncertainty. Consequently, the revenue recognition and accrual of sales allowances 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, including the reasonableness of key assumptions; and inspecting the historical payments of sales allowances to evaluate the reasonableness of the sales allowances estimated by management.

1. 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(e) 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.

1. 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 parent-company-only financial statements.

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

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

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

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

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Shih, Wei-Ming and Kao, Ching-Wen.

KPMG

Taipei, Taiwan (Republic of China) March 14, 2024

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 and Report Originally Issued in Chinese)

ACER INCORPORATED

Parent-Company-Only Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 18,363,188 12 1110 Financial assets measured at fair value through profit or loss－ current (note 6(b)) 59,412 - 1136 Financial assets measured at amortized cost－current (note 6(g)) 461,025 - 1170 Notes and accounts receivable, net (notes 6(c) & (v)) 4,037,018 3 1180 Notes and accounts receivable from related parties (notes 6(c) & (v) and 7) 13,018,418 9 1200 Other receivables, net (note 6(d)) 411,520 - 1210 Other receivables from related parties (notes 6(d) and 7) 1,217,952 1 1220 Current income tax assets 101,880 - 130X Inventories (note 6(e)) 13,780,973 9 1476 Other financial assets－current (note 6(a)) 1,239,900 1 1479 Other current assets 473,761 - Total current assets 53,165,047 35 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income－non-current (note 6(f)) 10,112,654 7 1536 Financial assets measured at amortized cost－non-current (note 6(g)) 4,211,756 3 1550 Investments accounted for using the equity method (note 6(h)) 78,036,358 51 1600 Property, plant and equipment (note 6(i)) 1,805,810 1 1755 Right-of-use assets (note 6(j)) 80,633 - 1760 Investment property (note 6(k)) 827,742 1 1780 Intangible assets (note 6(l)) 179,704 - 1840 Deferred income tax assets (note 6(s)) 3,081,892 2 1980 Other financial assets－non-current (note 8) 152,782 - 1990 Other non-current assets 34,547 - Total non-current assets 98,523,878 65 Total assets $ 151,688,925 100

December 31, 2022

Amount % 16,424,913 12 125,665 - - - 3,569,975 3 12,743,460 9 152,614 - 1,049,499 1 56,483 - 12,515,946 9 10,500 - 239,666 - 46,888,721 34 6,465,744 5 797,782 1 77,041,422 56 1,754,509 1 120,214 - 824,318 1 179,677 - 3,082,794 2 148,466 - 46,457 - 90,461,383 66 137,350,104 100

(Continued)

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

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

ACER INCORPORATED

Parent-Company-Only Balance Sheets (Continued)

December 31, 2023 and 2022

(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(v)) 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (note 6(w)) 2220 Other payables to related parties (note 7) 2230 Current tax liabilities (note 6(p) and 9) 2250 Provisions－current 2280 Lease liabilities－current (note 6(o)) 2365 Refund liabilities－current 2399 Other current liabilities Total current liabilities Non-current liabilities: 2530 Bonds payable (note 6(n)) 2540 Long-term debt (note 6(m)) 2570 Deferred income tax liabilities (note 6(s)) 2580 Lease liabilities－non-current (note 6(o)) 2600 Other non-current liabilities (note 6(r)) 2622 Long-term payable to related parties (note 7) Total non-current liabilities Total liabilities Equity (note 6(f),(h) & (t)): 3110 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury stock Total equity Total liabilities and equity	December 31, 2023		December 31, 2022 Amount % 714,504 1 8,809 - 21,099,402 15 758,286 1 24,676,398 18 2,895,984 2 1,891,249 1 1,011,266 1 63,209 - 2,781,608 2 276,737 - 56,177,452 41 10,000,000 7 - - 4,530,059 4 57,923 - 624,079 - 13,134 - 15,225,195 11 71,402,647 52 30,478,538 22 27,795,883 20 14,897,145 11 (4,309,253) (3) (2,914,856) (2) 65,947,457 48 137,350,104 100

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, 2023 and 2022

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

4000 Net revenue (notes 6(v) and 7) 5000 Cost of revenue (notes 6(e) & (p) and 7) Gross profit 5920 Realized (unrealized) gross profit on sales to subsidiaries, associates and joint ventures Realized gross profit Operating expenses (notes 6(c), (i), (j), (k), (l), (o), (p), (q), (r) & (w), 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(o), (q) & (x) and 7) Operating income Non-operating income and loss: 7100 Interest income (notes 6(y) and 7) 7010 Other income (note 6(y)) 7020 Other gains and losses (notes 6(y) and 7) 7050 Finance costs (notes 6(o) & (y) 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(s)) Net Income Other comprehensive income (loss)(notes 6(f), (h), (r), (s) & (t)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income 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(u)): 9750 Basic earnings per share 9850 Diluted earnings per share	2023 Amount % $ 150,992,910 100 (143,493,770) (95) 7,499,140 5 (37,423) - 7,461,717 5 (1,400,978) (1) (1,054,664) (1) (1,612,880) (1) (4,068,522) (3) 130,515 - 3,523,710 2 822,112 1 400,382 - 1,574,350 1 (92,086) - 60,104 - 2,764,862 2 6,288,572 4 (1,356,628) (1) 4,931,944 3 4,508 - 7,165,914 5 618,551 - (902) - 7,788,071 5 421,565 - - - 421,565 - 8,209,636 5 $ 13,141,580 8 $ 1.64 $ 1.64	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

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

													Total equity	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		4,931,944	8,209,636		13,141,580			-	-	(4,571,781)	70,119		275,197	1,640	(119,222)		(19,538)	252	820		-		-		74,726,524
												Treasury	stock	(2,914,856)		-	-		-			-	-	-	-	-	-		-	-	-		-	-		(2,914,856)		-	-		-			-	-	-	-		202,082	-	-		-	-	-		-		-		(2,712,774)
													Total	(8,287,624)		-	3,926,516		3,926,516			-	-	-	-	-	12,394		-	(6,219)	-		43,825	1,855		(4,309,253)		-	8,209,636		8,209,636			-	-	-	-		-	-	(2,107)		-	-	-		(3,212,026)		(21,652)		664,598
(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, 2023 and 2022	(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 27,514,269 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 - -		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		- - - - 4,931,944 4,931,944 - - -	- - - - - - 421,565 7,813,884 (25,813)		- - - - 4,931,944 4,931,944 421,565 7,813,884 (25,813)			- - 495,986 - (495,986) - - - -	- - - (84,251) 84,251 - - - -	- - - - (4,571,781) (4,571,781) - - -	- 70,119 - - - - - - -		- 73,115 - - - - - - -	- 1,640 - - - - - - -	- (117,115) - - - - (1,364) (431) (312)		- (19,538) - - - - - - -	- 252 - - - - - - -	- 820 - - - - - - -		- - - - 3,212,026 3,212,026 - (3,212,026) -		- - - - 21,652 21,652 - (21,652) -		30,478,538 27,805,176 3,011,327 7,313,941 8,165,718 18,490,986 (3,799,702) 4,170,049 294,251
														$																																															$
														Balance at January 1, 2022		Net income for the year	Other comprehensive income (loss) for the year		Total comprehensive income (loss) for the year		Appropriation and distribution of retained earnings:	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 acquired or	disposed	Organizational restructuring under common control	Stock option compensation cost of subsidiaries	Disposal of financial assets measured at fair value through other comprehensive	income by subsidiaries	Liquidation of subsidiaries		Balance at December 31, 2022		Net income for the year	Other comprehensive income (loss) for the year		Total comprehensive income (loss) for the year		Appropriation and distribution of retained earnings:	Legal reserve	Reversal of special reserve	Cash dividends	Adjustments of capital surplus for the cash dividends distributed to subsidiaries	Disposal of the Company’s share by subsidiaries recognized as treasury share	transactions	Share of changes in equity of associates	Changes in ownership 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	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, 2023

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

2023 Cash flows from operating activities: Income before income tax $ 6,288,572 Adjustments for: Adjustments to reconcile profit or loss: Depreciation 150,584 Amortization 44,723 Net loss (gain) on financial assets measured at fair value through profit or loss 1,844 Effects of exchange rate changes in financial assets measured at amortized cost (2,449) Interest expense 92,086 Interest income (822,112) Dividend income (400,382) Share of profits of subsidiaries, associates and joint ventures (60,104) Gain on disposal of equipment and intangible assets (418) Gain on disposal of investments (3,967) Loss on liquidation of subsidiaries - Gain on bargain purchase (2,216) Property, Plant and equipment reclassified to cost 323 Unrealized (realized) profit from sales to subsidiaries, associates and joint ventures 37,423 Total adjustments for profit or loss (964,665) Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss (159,164) Notes and accounts receivable (467,043) Notes and accounts from related parties (274,958) Inventories (1,269,222) Other receivables and other current assets (447,761) Other non-current assets 10,596 Changes in operating assets (2,607,552) Changes in operating liabilities: Accounts payable 9,856,766 Payables to related parties (2,146,537) Refund liabilities (137,522) Other payables and other current liabilities (3,662,347) Provisions (214,022) Contract liabilities 2,046 Other non-current liabilities and long-term payables to related parties (7,020) Changes in operating liabilities 3,691,364 Cash provided by operations 6,407,719 Interest received 752,829 Income taxes paid (929,570) Net cash provided by operating activities 6,230,978

2022 6,359,850 144,017 23,271 (907) (57,817) 113,533 (74,621) (519,988) (1,721,078) (670) - 2,301 - - (40,330) (2,132,289) 887,025 2,765,789 24,775,065 3,687,416 112,354 (7,369) 32,220,280 (26,878,442) 2,732,230 (854,679) (2,041,977) 176,541 (703) (33,488) (26,900,518) 9,547,323 66,508 (2,716,260) 6,897,571

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Acquisition of financial assets measured at fair value through other comprehensive income Proceeds from disposal of financial assets measured at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Additions to investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Proceeds from capital reduction or liquidation of investments accounted for using the equity method Acquisition of property, plant and equipment and investment property Proceeds from disposal of equipment and intangible assets Increase in receivables from related parties Acquisition of intangible assets Decrease (increase) in other financial assets Increase in assets recognized from costs to fulfill contracts with customers Dividends received Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase in long-term debt Payment of lease liabilities Increase (decrease) in loans from related parties Cash dividends Interest paid Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

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

Attachment 6

Acer Incorporated 2023 Profit Distribution Statement

Beginning Balance of Un-appropriated Retained Earnings Plus: 2023 Net Income after Tax Plus: the disposal profit of financial assets at fair value through other comprehensive income Deduct: Legal Reserve Accumulative earnings available for appropriation Appropriation Items: Cash dividends to shareholders(Note) Ending Balance of Un-appropriated Retained Earnings	Unit: NT$ 95,918 4,931,943,728 3,233,678,405 (816,562,214)
	7,349,155,837 (4,876,566,124)
	2,472,589,713

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

Chairman of Board:

Jason Chen

Corporate Officers: Jason Chen Victor Chien Meggy Chen

Accounting Officer: Sophia Chen

Attachment 7

Acer Incorporated Articles of Incorporation (Before and After Revision Chart)

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

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

After Revision	After Revision	Before Revision	Reason for Revision
	Article 2 The scope of business of this Company shall in- clude the following: (1)~(5) (Omitted) ~~(6) G902011 Type II Telecommunications~~ ~~Enterprise;~~ (~~67~~ ) F401010 International Trade; (7~~8~~ ~~)~~JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops (~~89~~ )JE01010 Rental and Leasing Business; (9~~10~~ ~~)~~CC01030 Electric Appliance and Audiovi- sual Electric Products Manufacturing (10~~11~~ ~~)~~CC01070 Telecommunication Equipment and Apparatus Manufacturing; (11~~12~~ )CC01110 Computers and Computing Pe- ripheral Equipment Manufacturing (12~~13~~ ~~)~~CD01060 Aircraft and Parts Manufactur- ing; (13~~14~~ ~~)~~E701030 Restrained Telecom Radio Fre- quency Equipment and Materials Construction; (14~~15~~ ~~)~~F113070 Wholesale of Telecom Instru- ments; (1~~516~~ ~~)~~IZ13010 Internet Identify Services; (16~~17~~ ~~)~~F108031 Wholesale of Drugs, Medical Goods (17~~18~~ ~~)~~F208031 Retail Sale of Medical Equip- ments; (18~~19~~ ~~)~~ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Article 2 The scope of business of this Company shall in- clude the following: (1)~(5) (Omitted) (6) G902011 Type II Telecommunications Enter- prise; (7) F401010 International Trade; (8)JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops (9)JE01010 Rental and Leasing Business; (10)CC01030 Electric Appliance and Audiovisu- al Electric Products Manufacturing (11)CC01070 Telecommunication Equipment and Apparatus Manufacturing; (12)CC01110 Computers and Computing Pe- ripheral Equipment Manufacturing (13)CD01060 Aircraft and Parts Manufacturing; (14)E701030 Restrained Telecom Radio Fre- quency Equipment and Materials Construction; (15) F113070 Wholesale of Telecom Instru- ments; (16)IZ13010 Internet Identify Services; (17) F108031 Wholesale of Drugs, Medical Goods (18) F208031 Retail Sale of Medical Equip- ments; (19) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	1. In accordance with the National Communi- cations Commission’s abolition of the special permit requirement for Type II Telecommunica- tions Enterprise licens- es, the corresponding business item is deleted simultaneously. 2. The serial numbers are adjusted because the business item has been deleted.
	Article 23 (omitted) The forty-sixth amendment was approved on May 31, 2024.(provisional)	Article 23 (omitted)	To add the date of amend- ment.

Attachment 8

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

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After Revision Before Revision Explanation
----- End of picture text -----

After Revision	After Revision	Before Revision	Explanation
	Article 7 Scope and Amount of Acquisition or Disposal of Assets 1. Apart from acquisition of assets for business use, the Company may invest or purchase real estate, equipment, right-of-use assets of real estate, right- of-use assets of equipment, and securities for non-business use, the limitations on amounts are set forth as follows: (1) (Omitted) (2) Total investment in securities shall not exceed the shareholder’s equity of the Company as certifed by the accountant. (3) Investment in a single security shall not exceed 4~~540~~ ~~%~~of the shareholder’s equity of the Com- pany as certifed by the accountant. 2. (Omitted)	Article 7 Scope and Amount of Acquisition or Dispos- al of Assets 1. Apart from acquisition of assets for business use, the Company may invest or purchase real estate, equipment, right-of-use assets of real estate, right-of-use assets of equipment, and securities for non-business use, the limitations on amounts are set forth as follows: (1) (Omitted) (2) Total investment in securities shall not exceed the shareholder’s equity of the Company as certifed by the accountant. (3) Investment in a single security shall not exceed 40% of the shareholder’s equity of the Compa- ny as certifed by the accountant. 2. (Omitted)	To raise the in- vestment lim- itation in single subsidiary for its potential capital increase requirements in the future.
	Article 29 The Procedures were enacted on July 28, 1995. The first amendment was made on October 27, 1995. The second amendment was made on November 18, 1999. The third amendment was made on June 11, 2003. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June 15, 2012. The sixth amendment was made on June 18, 2014. The seventh amendment was enacted on June 23, 2015. The eighth amendment was enacted on June 21, 2017. The ninth amendment was enacted on June 14, 2019. The tenth amendment was enacted on June 12, 2020. The eleventh amendment was enacted on July 9, 2021. The twelfth amendment was enacted on June 10, 2022. The thirteenth amendment was enacted on May 31, 2024.(provisional)	Article 29 The Procedures were enacted on July 28, 1995. The first amendment was made on October 27, 1995. The second amendment was made on November 18, 1999. The third amendment was made on June 11, 2003. The fourth amendment was made on June 13, 2008. The fifth amendment was made on June 15, 2012. The sixth amendment was made on June 18, 2014. The seventh amendment was enacted on June 23, 2015. The eighth amendment was enacted on June 21, 2017. The ninth amendment was enacted on June 14, 2019. The tenth amendment was enacted on June 12, 2020. The eleventh amendment was enacted on July 9, 2021. The twelfth amendment was enacted on June 10, 2022.	To add the date of amendment.

Attachment 9

Acer Incorporated Procedures Governing Lending of Capital to Others (Before and After Revision Chart)

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	Article 1 Applicability T~~he Company shall not provide loans to others~~ ~~unless otherwise provided below:~~ ~~The Company may provide loans to enterprises~~ ~~with which the Company has business~~ ~~relationship; where there is necessity of short-~~ ~~term financing, t~~ ~~h~~e Company may provide loans in accordance with these Procedures to sub- sidiaries~~in which the Company holds 50%~~ or ~~more of its total outstanding common shares,~~ joint ventures where there is necessity of short- term financingorwhere~~enterprises in which~~ the Company proposes to make equity investment.	Article 1 Applicability The Company shall not provide loans to others unless otherwise provided below: The Company may provide loans to enterprises with which the Company has business relation- ship; where there is necessity of short-term financing, the Company may provide loans in accordance with these Procedures to subsidiar- ies in which the Company holds 50% or more of its total outstanding common shares, or enter- prises in which the Company proposes to make equity investment.	Adjustment of lending en- tities: Considering of actu- al operations and control, it is proposed to remove the enterprises which the Company has business transactions and to add the joint ventures where there is necessity of short- term financing or where the Company proposes to make equity investment. In addition, the limitation of lending amount is adjusted accordingly.
	Article 2 The Standard for Lending Assessment ~~1. For enterprises having business relationship~~ ~~with the Company apply funding from the~~ ~~Company, the aggregate amount of the loans~~ ~~provided by the Company shall not exceed the~~ ~~net worth of total trading amount between~~ ~~both parties in the most recent year. The net~~ ~~worth of total trading amount between both~~ ~~parties means the total amount of purchase or~~ ~~re-sale, whichever is higher.~~ 1.~~2.~~ For enterprises apply funding from the Company by reason of necessity to have short-term funding, those enterprises shall be limited to subsidiaries, joint ventures~~in which~~ ~~the Company holds 50% or more of its total~~ ~~outstanding common shares~~ or enterprises in which the Company proposes to make equity investment. 2~~.3.~~ ~~“~~Subsidiary” or“Joint Venture” used in these Procedures means which is provided pursuant to Regulations Governing the Preparation of Financial Reports by Securities Issuersand the financial reporting regulations applicable to the Company.	Article 2 The Standard for Lending Assess- ment 1. For enterprises having business relationship with the Company apply funding from the Company, the aggregate amount of the loans provided by the Company shall not exceed the net worth of total trading amount between both parties in the most recent year. The net worth of total trading amount between both parties means the total amount of purchase or re-sale, whichever is higher. 2. For enterprises apply funding from the Company by reason of necessity to have short-term funding, those enterprises shall be limited to subsidiaries in which the Company holds 50% or more of its total outstanding common shares or enterprises in which the Company proposes to make equity investment. 3. “Subsidiary” used in these Procedures means which is provided pursuant to Regulations Governing the Preparation of Financial Reports by Securities Issuers.	1. Same as Above. 2. In accordance with Arti- cle 6 of the “Guidelines for Handling Funds Lending and Endorse- ment Guarantees of Publicly Issued Com- panies”, parent-sub- sidiary relationship is determined upon the criteria outlined in the “Financial Reporting Standards for Securities Issuers”. Therefore, it is proposed to delete the provision that solely re- lies on equity ownership percentages for deter- mination of parent-sub- sidiary relationship.

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	Article 3 Limits on Loan 1. (Omitted) ~~2. By reason of business relations, the limits to~~ ~~lend to each single borrower shall be subject~~ ~~to the percentage provided below:~~ ~~(1) For subsidiary that the Company holds~~ ~~50% or more of its total outstanding~~ ~~common shares, the aggregate amount~~ ~~of loans shall not exceed 10% of the net~~ ~~worth of the Company.~~ ~~(2) For enterprise that the Company holds less~~ ~~than 50% of its total outstanding common~~ ~~shares, the aggregate amount of loans~~ ~~shall not exceed 5% of the net worth of~~ ~~the Company, nor exceed 40% of the net~~ ~~worth of the enterprise.~~ ~~(3) For other borrower, the aggregate amount~~ ~~of loans shall not exceed 3% of the net~~ ~~worth of the Company, nor exceed 25% of~~ ~~the net worth of the borrower.~~ 2.~~3.~~ By reason of necessity to have short-term funding from the Company, the limits to loan to each single borrower shall be subject to the percentage provided below: (1) For subsidiary that the Companydirectly or indirectlyholds100~~50~~ ~~%~~ ~~or more~~ ~~o~~f its total outstanding common shares, the ag- gregate amount of loans shall not exceed 10% of the net worth of the Company. (2) For subsidiary that the Company directly or indirectly holds more than 50% but less than 100% of its total outstanding common shares, the aggregate amount of loans shall not exceed 10% of the net worth of the Company and 200% of the net worth of such subsidiary. ~~(2)~~ ~~(~~3)For enterprise that the Companydirectly or indirectlyholds less than 50% of its total outstanding common shares, the ag- gregate amount of loans shall not exceed 10 ~~5~~ % of the net worth of the Company, nor exceed~~40% of~~ the net worth ofsuch subsidiary~~the enterprise~~ ~~.~~ ~~(3)~~ (4) For joint venture, the aggregate amount of loans shall not exceed 5% of the net worth of the Company, nor exceed the net worth recognized in the Company’s financial statements based on the proportionate shares owned by the Company. ~~For other borrower,~~ ~~the aggregate amount of loans shall~~ ~~not exceed 3% of the net worth of the~~ ~~Company, nor exceed 25% of the net~~ ~~worth of the borrower.~~		Article 3 Limits on Loan 1. (Omitted) 2. By reason of business relations, the limits to lend to each single borrower shall be subject to the percentage provided below: (1) For subsidiary that the Company holds 50% or more of its total outstanding common shares, the aggregate amount of loans shall not exceed 10% of the net worth of the Company. (2) For enterprise that the Company holds less than 50% of its total outstanding common shares, the aggregate amount of loans shall not exceed 5% of the net worth of the Company, nor exceed 40% of the net worth of the enterprise. (3) For other borrower, the aggregate amount of loans shall not exceed 3% of the net worth of the Company, nor exceed 25% of the net worth of the borrower. 3. By reason of necessity to have short-term funding from the Company, the limits to loan to each single borrower shall be sub- ject to the percentage provided below: (1) For subsidiary that the Company holds 50% or more of its total outstanding common shares, the aggregate amount of loans shall not exceed 10% of the net worth of the Company. (2) For enterprise that the Company holds less than 50% of its total outstanding common shares, the aggregate amount of loans shall not exceed 5% of the net worth of the Company, nor exceed 40% of the net worth of the enterprise. (3) For other borrower, the aggregate amount of loans shall not exceed 3% of the net worth of the Company, nor exceed 25% of the net worth of the borrower. In the event the Company provides loans to enterprise in which the Company propos- es to make equity investment and there is necessity of short-term funding, each application shall be submitted to the Board of Directors for approval and the aggregate amount shall not exceed the aforesaid limits. 4. “net worth” in these Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Prepa- ration of Financial Reports by Securities Issuers.	1.Same as above. 2.Adjustment of the net worth limitation for borrower: Considering that Company has been established relevant risk assessment mechanisms for fund borrowing, it is proposed to simplify the individual lending limits for fund recipients to align with regulatory standards.

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In the event the Company provides loans to enterprise in which the Company proposes to make equity investment and there is necessity of short-term funding, each application shall be submitted to the Board of Directors for approval and the aggregate amount shall not exceed the aforesaid limits. ~~4.~~ ~~3~~.”net worth” in these Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 5 Procedures for Lending 1. (Omitted) 2. (Omitted) 3. Where funds are loaned between the Company and its subsidiaries or between the Compa- ny’s subsidiaries, the Board of Directors of the lender may authorize the Company’s Chair- man to appropriate funds in installments or as revolving funds to the same borrower within a specifed amount approved by the Board of Directors and within one-year period. Except as funds are loaned in accordance with Clause 3, Paragraph 1of Article 10, a loan amount for each enterprise shall not exceed ten (10%) percent of net worth of the borrower as shown in its latest fnancial report.	Article 5 Procedures for Lending 1. (Omitted) 2. (Omitted) 3. Where funds are loaned between the Compa- ny and its subsidiaries or between the Com- pany’s subsidiaries, the Board of Directors of the lender may authorize the Company’s Chairman to appropriate funds in install- ments or as revolving funds to the same borrower within a specifed amount approved by the Board of Directors and within one- year period. Except as funds are loaned in accordance with Clause 3 of Article 10, a loan amount for each enterprise shall not exceed ten (10%) percent of net worth of the borrow- er as shown in its latest fnancial report.	Same as above.
Article 7 The Standards for Public Announce- ment 1. The Company shall enter the information regarding the loan amount provided by the Company~~and~~ , its subsidiariesand joint venturesin the most recent month into the Market Observation Post System on or before the 10th date of each month. 2. In the event that the loan amount provided by the Company~~and~~ ~~,~~its subsidiariesand joint venturesreaches the following thresholds, the Company shall make a public announcement within two days commencing immediately from the date of occurrence of said lending: (1)~(3) (Omitted) 3. The Company shall announce and report on behalf of any subsidiaryand joint ventures thereof that is not a public company in Taiwan any matters that such subsidiaryand joint venturesis required to announce and report pursuant to the preceding paragraph.	Article 7 The Standards for Public Announce- ment 1. The Company shall enter the information regarding the loan amount provided by the Company and its subsidiaries in the most re- cent month into the Market Observation Post System on or before the 10th date of each month. 2. In the event that the loan amount provided by the Company and its subsidiaries reaches the following thresholds, the Company shall make a public announcement within two days commencing immediately from the date of occurrence of said lending: (1)~(3) (Omitted) 3. The Company shall announce and report on behalf of any subsidiary thereof that is not a public company in Taiwan any matters that such subsidiary is required to announce and report pursuant to the preceding paragraph.	Same as above.

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	Article 10 Control Procedures for the Company’s Subsidiaries 1. When the subsidiaries thereof that is not a public company in Taiwan propose to provide loans to others, the subsidiaries shall enact the “Procedures Governing Lending of Cap- ital” and file with the Company’s Board of Directors for ratifcation. The said procedures of the subsidiaries shall be stipulated in ac- cordance with these Procedures; provided, however, that the aggregate loan amount of the subsidiaries and the aggregate loan amount for each enterprise shall not exceed the following thresholds: (1)~(2) (Omitted) (3) Where funds are loaned between the over- seas companies in which the Company directly and indirectly holds 100% voting shares or capital, or any overseas compa- nies in which the Company directly and in- directly holds 100% voting shares or cap- ital provides loans to the Company, such funds may be loaned free of the limitation of the aggregate amount of short-term funding provided in Paragraph 1 of Article 3, the limits to each borrower provided in Clause 1,Paragraph 3~~(1)~~ of Article 3 and Article 4; provided, however, that the loan period shall not exceed three (3) years and the limit to lend to each borrower and the aggregate loan amount shall not exceed 120% of the borrower’s net worth. 2. (Omitted)	Article 10 Control Procedures for the Compa- ny’s Subsidiaries 1. When the subsidiaries thereof that is not a public company in Taiwan propose to provide loans to others, the subsidiaries shall enact the “Procedures Governing Lending of Capi- tal” and fle with the Company’s Board of Di- rectors for ratifcation. The said procedures of the subsidiaries shall be stipulated in accordance with these Procedures; provided, however, that the aggregate loan amount of the subsidiaries and the aggregate loan amount for each enterprise shall not exceed the following thresholds: (1)~(2) (Omitted) (3)Where funds are loaned between the overseas companies in which the Com- pany directly and indirectly holds 100% voting shares or capital, or any overseas companies in which the Company directly and indirectly holds 100% voting shares or capital provides loans to the Company, such funds may be loaned free of the lim- itation of the aggregate amount of short- term funding provided in Paragraph 1 of Article 3, the limits to each borrower pro- vided in Paragraph 3 (1) of Article 3 and Article 4; provided, however, that the loan period shall not exceed three (3) years and the limit to lend to each borrower and the aggregate loan amount shall not exceed 120% of the borrower’s net worth. 2. (Omitted)	Same as above.
	Article 18 (Omitted) The fifteenth amendment was made on May 31, 2024.(provisional)	Article 18 (Omitted)	Added the date of approval of shareholder’s meeting.