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ACER — AGM Information 2026
Apr 28, 2026
10414_rns_2026-04-28_e0e07010-2e2b-490f-a192-d2b743ac1a3b.pdf
AGM Information
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acer
Date: May 29, 2026
Venue: Aspire Resort
(No. 428, Kewang Rd., Longtan District, Taoyuan City)
www.acer-group.com
ACER INCORPORATED
General Shareholders' Meeting
TSE 2353

ACER INCORPORATED | Agenda of 2026 General Shareholders' Meeting
Disclaimer
This is a translation of the 2026 General Shareholders' Meeting Agenda of Acer Incorporated (the "Company"). The translation is intended for reference only and nothing else, the Company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the Agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.
acer
ACER INCORPORATED (THE "COMPANY")
Regulations for the Conduct of Shareholders' Meetings
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These Regulations shall govern the conduct of Shareholders' Meetings of the Company.
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Each shareholder or his/her/its proxy attending the Shareholders' Meeting shall sign the attendance card for their attendance. The number of shares in attendance of the Shareholders' Meeting shall be calculated based upon the number of shares signed in according to the attendance cards so submitted.
The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
- The attendance and votes at the Shareholders' Meeting shall be based upon the number of shares in attendance. The shares in attendance shall be calculated according to the shares indicated by the attendance book and attendance card handed in, and the shares checked in on the virtual meeting platform, plus the shares exercising voting right by the way of electronic transmission.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
- The Shareholders' Meeting shall be held at the location of the Company, or a place which is convenient for the shareholders to attend and proper for holding such meeting. The Shareholders' Meeting shall be held no earlier than 9 a.m. and no later than 3 p.m. on the designated meeting date.
Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location domestically, and the chair shall declare the address of their location when the meeting is called to order.
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The Shareholders' Meeting shall be called by the Board of Directors. The chairman of the Board of Directors shall preside over the meeting. If the chairman of the Board of Directors takes a leave or is not available for the meeting then the vice-chairman of the Board of Directors shall act on his/her behalf to preside over the meeting. If neither the chairman nor the vice-chairman of the Board of Directors is available for the meeting, or no vice-chairman is elected, the chairman shall designate a director of the Board of Directors to act on his/her behalf to preside over the meeting. The Board of Directors shall elect a director to act on the chairman's behalf if the chairman does not appoint a designee. In the event that a Shareholders' Meeting is called by a person other than the Board of Directors who is entitled by law to call a Shareholders' Meeting, that person shall preside over the meeting.
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The Company may designate attorneys, certified-public-accountants, or relevant personnel to attend the Shareholders' Meeting.
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The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a
ACER INCORPORATED | Agenda of 2026 General Shareholders' Meeting
shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
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The person who presides over the Shareholders' Meeting shall call the meeting in session at the designated time of the meeting. However, such person may announce a postponement of the meeting if at the designated time shares in attendance fail to exceed half of the total issued and outstanding shares of the Company. Such a postponement of meeting shall not be made more than two times, with postponement(s) limiting to one hour in aggregate. If, after second such postponement, shares in attendance are less than a quorum but more than one-thirds of the total issued and outstanding shares, the shareholders may proceed with such meeting pursuant to Article 175 of the Company Act to adopt provisional resolutions. Before the meeting is adjourned, if shares in attendance have reached a required quorum, the person presiding over the meeting may, pursuant to Article 174 of the Company Act, submit those provisional resolutions so adopted for a final resolution at the meeting.
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If Shareholders' Meeting is called by the Board of Directors, the Board of Directors shall set the agenda of the meeting. The meeting shall proceed in accordance with the agenda so set by the Board of Directors unless otherwise changed by a resolution adopted at the meeting. During the meeting, the person presiding over the meeting may allocate an appropriate amount of time for recess. Unless otherwise adopted by a resolution, the person presiding over the meeting may not adjourn the meeting prior to the end of the agenda of the meeting. If the person presiding over the meeting declares the adjournment of the meeting in a manner in violation of the applicable rules governing the proceedings of meetings, a new chairman of the meeting may be elected by a resolution adopted by a majority of the voting rights represented by the shareholders attending said meeting to continue the proceeding of the meeting.
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A shareholder in attendance who wishes to make an oral statement at the Shareholders' Meeting shall first submit an oral statement form, stating the gist of his/her statement, his/her name and shareholder's account number. The person presiding over the meeting shall determine the order to make such oral statements. Shareholder in attendance who submits an oral statement form but fail to make an oral statement shall be deemed to have not made any statement. In the event
of any conflict between the contents of the oral statement form and the actual oral statement, the actual oral statement shall prevail. No shareholders shall interfere with the shareholder who is making oral statement in any way unless the chairman of the meeting or the speaking shareholder gives his/her consent. The person presiding over the meeting shall stop any such interference.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in the preceding paragraph do not apply.
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Unless otherwise approved by the person presiding over the meeting, each shareholder may make oral statements only twice for a same proposal or addressing matter under deliberation; and the length each oral statement shall not exceed 5 minutes. Otherwise, the person presiding over the meeting may stop the shareholder from making further statements.
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A legal entity acting as a proxy for a shareholder to attend the meeting may appoint only one representative to attend the meeting. If more than one representatives are appointed by such legal entity to attend the meeting, only one person elected among them may make oral statements on the same proposal.
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The person presiding over the meeting may reply to the oral statements, or may designate appropriate person to reply to the oral statements made by shareholders in attendance.
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The person presiding over the meeting may declare the suspension of discussing of a proposal as he/she may deem appropriate and may submit the proposal for adopting a resolution.
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The person presiding over the meeting shall appoint persons among the shareholders in attendance to supervise the voting process. The person presiding over the meeting shall also appoint persons to count the votes. The result of the voting shall be announced immediately, and a record of the same shall be made accordingly.
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
- Unless otherwise provided for in the Company Act or the Company's Articles of Incorporation, a proposal may be adopted as a resolution by a majority of the shares in attendance voting in favor thereof. A resolution shall be deemed adopted if no opposition is raised when the person presiding over the meeting makes an oral inquiry to the shareholders concerning the acceptance of the same, and such resolution shall have the same effect as a voting by ballot.
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In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately
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The person presiding over the meeting shall determine the order of voting on amendment proposals or substituted proposals accompanying with their original proposals. As soon as one of those proposals is adopted as a resolution, other proposals in conflict regarding the same matter shall be deemed denied and shall require no further voting.
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The person presiding over the meeting may direct monitors (or security guards) to maintain order at the meeting. Monitors (or security guards) shall wear a badge marked "SECURITY" or "MONITOR" when performing their duties at the meetings.
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In the event of force majeure during the meeting, the person presiding over the meeting may suspend a meeting and may announce at a later time when the meeting shall be resumed as he/she deems appropriate; or the shareholders shall make a resolution at the meeting to resume the meeting within 5 days without the need to make any further written notices or published announcements to shareholders.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
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The applicable provisions of the Company Act, the relevant regulations and the Company's Articles of Incorporation shall govern any matter not provided herein.
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These Regulations and any amendments thereto, shall become effective upon approval by the shareholders.
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Approved by the General Shareholders' Meeting held on May 15, 1990.
First Amendment approved by the General Shareholders' Meeting held on April 26, 1996.
Second Amendment approved by the General Shareholders' Meeting held on May 29, 1998.
Third Amendment approved by the General Shareholders' Meeting held on June 11, 2003.
Fourth Amendment approved by the General Shareholders' Meeting held on June 15, 2012.
Fifth Amendment approved by the General Shareholders' Meeting held on June 10, 2022.
TABLE OF CONTENTS
06 Meeting Agenda
- Report Items 07
- Election Items 08
- Proposed Items for Ratification and Discussion 09
- Extemporary Motion 11
12 Attachment
- Business Report for the Year 2025 12
- Audit Committee Report 14
- The Status of Shareholders' Diversification of Acer Subsidiaries' Shares Is Planned to Be Listed on TWSE or TPEx 15
- The Issuance of Unsecured Corporate Bonds 16
- List of Director and Independent Director Candidates 17
- Financial Statements for the Year 2025 20
- Profit Distribution Statement for the Year 2025 42
- Concurrent Positions of Director and Independent Director Candidates 43
46 Appendix
- Articles of Incorporation of Acer Incorporated 46
- Regulations Governing Election of Directors 51
- Shareholdings of All Directors 53
acer
Meeting Agenda
Time: 9:00 a.m., Friday, May 29, 2026
Venue: Aspire Resort
(No. 428, Kewang Rd., Longtan District, Taoyuan City)
Type: Physical Shareholders' Meeting
1. Report Items
(1) Business Report for the Year 2025
(2) Audit Committee Report
(3) Report on the Distribution of Cash Dividend for the Year 2025, Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2025
(4) Report on the Status of Shareholders' Diversification of Acer Subsidiaries' Shares is Planned to be Listed on TWSE or TPEX
(5) Report on the Issue of Unsecured Corporate Bonds of Acer Inc.
2. Election Items
To Elect Seven Directors (Including Four Independent Directors) of the Company
3. Proposed Items for Ratification and Discussion
(1) Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2025
(2) To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives
4. Extemporary Motion
5. Meeting Adjourned
1. Report Items
(1) Business Report for the Year 2025
Explanatory Notes: Please refer to Attachment 1, pages 12 to 13.
(2) Audit Committee Report
Explanatory Notes: Please refer to Attachment 2, page 14.
(3) Report on the Distribution of Cash Dividend for the Year 2025, Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2025
Explanatory Notes:
i. Distribution of Cash Dividend
(i) Pursuant to Article 21 of the Article of Incorporation, the distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
(ii) The total accumulative earnings available for appropriation is NT$5,257,639,087, and plan to distribute the cash dividend of NT$3,962,209,976 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$1.3 per share.
(iii) The record date for ex-dividend is temporarily set on June 26, 2026, and the distribution date is set on July 16, 2026. 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
The Board of Directors approved the proposal of employees' 2025 profit sharing bonus and Board Directors' compensation on March 12, 2026. The employees' profit sharing bonus and Board Directors' compensation are to be distributed in cash.
(i) The total amount of employees' 2025 profit sharing bonus is NT$415,000,000.
(ii) The total amount of Board Directors' 2025 compensation is NT$2,000,000.
(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, page 15.
(5) Report on the Issue of Unsecured Corporate Bonds of Acer Inc.
Explanatory Notes: Please refer to Attachment 4, page 16.
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2. Election Items
Proposal: To Elect Seven Directors (Including Four Independent Directors) of the Company. (Proposed by the Board of Directors)
Explanatory Notes:
(1) Since the tenure of all current seven directors of the Company (including four independent directors) will expire in June 2026, it is to re-elect all directors (including three ordinary directors and four independent directors) at the General Shareholders' Meeting this year in accordance with the Company's Articles of Incorporation. The tenure of directors to be elected will be three years from the election date of May 29, 2026 (expected to be until the date of the shareholders' meeting in May 2029). The Directors are eligible for re-election. The Audit Committee will be constituted by all the independent directors. Upon the election and assumption of office by the newly elected directors, the original directors shall be discharged accordingly.
(2) The candidate nomination system is adopted in accordance with the Articles of Incorporation of the Company, and directors (including independent directors) shall be elected by the General Shareholders' Meeting from the list of candidates. For the list of candidates for directors (including independent directors), please refer to Attachment 5, pages 17 to 19 of this handbook.
Resolution:
3. Proposed Items for Ratification and Discussion
Item 1
Proposal: Ratification Proposal of the Financial Statements, Business Report and Profit Distribution Statement for the Year 2025. (Proposed by the Board of Directors)
Explanatory Notes:
(1) The Company's Financial Statements for the year 2025, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by CPA Ching-Wen Kao and CPA Wei-Ming Shih of KPMG.
(2) The Business Report for the year 2025, the aforementioned financial statements and Profit Distribution Statement for the year 2025 are attached hereto as Attachment 1, pages 12 to 13 and Attachment 6–7, pages 20 to 42, which have been approved by the Audit Committee and by the Board of Directors via resolution.
(3) Please discuss.
Resolution:
Item 2
Proposal: To Release Non-Compete Restrictions on Newly-Elected Directors and their Representatives (Proposed by the Board of Directors)
Explanatory Notes:
(1) Pursuant to Article 209 of the Company Act, a director engaging, either for himself or on behalf of another person, in activities that are within the scope of the company's business, shall explain to the Shareholders' Meeting the essential contents of such activities and obtain its approval for conducting such activities.
(2) It is proposed to request the General Shareholders' Meeting to release the non-compete restrictions on newly-elected directors or their representatives, who participate in the operations of another company that engages in the same or similar business scope as the Company.
(3) Please refer to Attachment 8, pages 43 to 45, for the Concurrent Positions of Director and Independent Director Candidates.
(4) Please discuss.
Resolution:
3. Extemporary Motion
4. Meeting Adjourned
11
Attachment 1
Business Report for the Year 2025
Operating Performance in 2025
In 2025, Acer delivered its strongest full-year and fourth-quarter revenue performance since the pandemic despite impacts of geopolitical issues and tariffs. Consolidated revenue reached NT$275.63 billion, representing year-over-year (YoY) growth of 4.1%; gross profits reached NT$29.99 billion, up 7.1% YoY; operating income totaled NT$5.14 billion, up 5.5% YoY; and net income was NT$3.78 billion with earning-per-share (EPS) of NT$1.26.
The company's multi-engine growth strategy continued to gain traction, with businesses other than PCs and displays contributing 32.2% of total group revenue. Acer now has 16 publicly listed subsidiaries across four capital markets in Taiwan, Singapore, the United Kingdom, and Japan, reflecting its broad business portfolio and global footprint.
Research and Development Status and Strategy
Acer operates multiple R&D centers staffed by hundreds of engineers and scientists focused on technology innovation, including artificial intelligence (AI) and big data. As AI rapidly reshapes the future of computing, Acer is leveraging its strengths in hardware design and ecosystem integration to deliver practical, human-centered AI solutions across consumer and commercial segments.
The company continues to expand its AI-ready portfolio that spans AI PCs, AI-enabled devices and gaming innovations. Acer also holds hundreds of patents related to its sixth-generation AeroBlade 3D metal fan technology, strengthening its leadership in advanced thermal solutions for computers.
Beyond its PC business, Acer is expanding into new growth areas through its subsidiaries. In healthcare and wellness initiatives, Acer Medical has obtained multiple FDA licenses in AI-driven medical applications. Enhancing edge computing and AIoT capabilities, Acer Value Lab has developed more than 30 AI agents and, through Acer e-Enabling Service Business Inc., is supporting enterprise adoption of these solutions. This capability is further strengthened by the acquisition of OPTOELECTRONICS CO., LTD.. Guided by four focus pillars—industrial PCs, smart medical, energy, and home appliances—Acer is building a more resilient and future-ready enterprise.
Business Plan for 2026
Despite ongoing market volatility and cost pressures in the PC industry, Acer expects 2026 to be a year of growth. The company anticipates higher average selling prices and richer product configurations to support revenue momentum, and will continue to adopt flexible pricing and promotional strategies. As replacement cycles accelerate and AI PCs enter the mainstream, Acer will continue to expand its AI PC lineup and ecosystem solutions while actively pursuing new growth opportunities.
Acer remains committed to environmental sustainability from multiple perspectives and aims to achieve 100% renewable electricity usage by 2035. The company is increasing the use of recycled materials across its product portfolios and implementing carbon-reduction initiatives throughout the product lifecycle. In 2025, Acer began using battery-powered electric trucks in EMEA, marking a significant milestone in sustainable logistics. These efforts are complemented by collaboration with logistics partners to support sustainable marine and aviation fuel solutions. Through continued investment and design innovation, Acer seeks to reduce carbon emissions, improve energy efficiency, and enhance productivity.
The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
Global supply chains continue to face challenges from geopolitical tensions, trade barriers, inflation, currency fluctuations, and component shortages. Acer will continue to closely monitor these risks and adjust its operational and business strategies accordingly, including foreign exchange hedging and shorter supply chain to optimize inventory and minimize risk. The company is also monitoring evolving international AI regulations to ensure readiness for future industry developments. Acer's Risk Management and Sustainable Development Committee oversees cybersecurity and sustainability initiatives to strengthen governance and long-term resilience.
We extend our sincere appreciation to our customers, shareholders, and employees for their continued support. Looking ahead, Acer will remain focused on strengthening its core businesses while pursuing new opportunities to create sustainable long-term value.
Chairman of Board :
Jason Chen
Corporate Officers :
Jason Chen
Victor Chien
Meggy Chen
Accounting Officer :
Sophia Chen
Attachment 2
Audit Committee Report
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements, and the Proposal for Profit & Loss Appropriation. The CPA Ching-Wen Kao and Wei-Ming Shih from KPMG were retained to audit Acer's Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and Proposal for Profit & Loss Appropriation have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Incorporated in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.
Acer Incorporated
Convener of the Audit Committee: Ching-Hsiang Hsu
March 12th, 2026
[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
- Altos Computing Inc. (7875.TW, "Altos")
| Date | 2025.9 | 2025.11 |
|---|---|---|
| Purpose and Method of Transfer of shares | To increase capital in cash for operation needs | In accordance with Emerging Stock Market regulations, the stock is subscribed by the securities firms and the Securities and Futures Investors Protection Center. |
| Issuance (Transfer) Price | NTD 18.2 per share | NTD 20 per share |
| Approval Date by the Audit Committee | March 13, 2025 | November 6, 2025 |
| Approval Date by the Board of Directors | March 13, 2025 | November 6, 2025 |
| Approval Date by the Shareholders' Meeting | - | - |
| Shares Transferee | Employees of Altos, existing shareholders of Acer, employees and directors of Acer and its affiliated companies, and specific persons within the scope of shareholders' waiver of subscription rights (Note) | Securities firms and the Securities and Futures Investors Protection Center. |
| Total Issuance (Transfer) Shares | 11,627,000 shares | 601,000 shares |
| Acer's Shareholding Before Issuance (Transfer) | 78.58% | 62.24% |
| Acer's Shareholding After Issuance (Transfer) | 62.24% | 61.23% |
| Share Price Assessment Basis | Price assessment report issued by an independent CPA | Price jointly determined by the securities firms, Acer, and Altos |
| Impact on Shareholder Rights | No adverse effect on existing shareholders | No adverse effect on existing shareholders |
Note: In principle, specific persons of share transfers include Altos employees, employees and directors of Acer and its affiliated companies beneficial to Altos's operational development.
Attachment 4
The Issuance of Unsecured Corporate Bonds
The Company's Board of Directors approved the issuance of domestic unsecured corporate bonds in an aggregate amount not exceeding NT$10,000,000,000. Such issuance may be conducted in one or multiple tranches in the domestic market. Subject to market conditions, the bonds may be issued with the same and/or different maturities, provided that the tenor shall in principle not exceed ten years. Subsequently, in consideration of (1) the Company's overall operational funding remains sufficient, and (2) changes in the international political and economic environment and uncertainties in market interest rates, the Company has not proceeded with the issuance.
Due to the unpredictable nature of market conditions, and in consideration of the prevailing market interest rates and Acer's credit rating, Acer intends to issue domestic unsecured corporate bonds to repay debt and/or increase working capital, thereby enhancing the Group's operational flexibility. On March 12, 2026, the Company's Board of Directors approved the issuance of unsecured corporate bonds, which will be conducted in accordance with the relevant provisions of the Company Act, the Securities and Exchange Act, and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers. The key issuance terms 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
16
Attachment 5
List of Director and Independent Director Candidates
| Type | Name | "Academic Background" | Experience | All Current Position (Note 1) | Shareholdings (Note 2) |
|---|---|---|---|---|---|
| Director | Jason Chen | ||||
| (Acct. No:0857788) | MS in Business Administration, Missouri Columbia University | "Corporate President and CEO, Acer Inc. | |||
| Senior Vice President of Worldwide Sales and Marketing, TSMC | |||||
| Vice President of Corporate Development, TSMC | |||||
| Vice President of Sales and Marketing, Intel" | 1. Acer Incorporated, Acer Incorporated | ||||
| 2. Powerchip Semiconductor Manufacturing Corporation, Powerchip Semiconductor Manufacturing Corporation | |||||
| 3. PECER BIO-MEDICAL TECHNOLOGY INCORPORATED, PECER BIO-MEDICAL TECHNOLOGY INCORPORATED | |||||
| 4. FocalTech Systems Co., Ltd., FocalTech Systems Co., Ltd. | |||||
| 5. Acer Foundation., Acer Foundation.(°) | |||||
| 6. Mu-Jin Investment Co., Ltd., Mu-Jin Investment Co., Ltd.(°) | |||||
| 7. Mu-Shi Investment Co., Ltd., Mu-Shi Investment Co., Ltd.(°) | |||||
| 8. Taipei Computer Association, Taipei Computer Association(°) | |||||
| 9. Institute for Biotechnology and Medicine Industry, Institute for Biotechnology and Medicine Industry(°) | |||||
| 10. Director, Supervisor or Manger, Acer Group | 11,619,536 shares | ||||
| (Note 3) | |||||
| Director | Stan Shih | ||||
| (Acct. No:0000002) | MS in Electrical Engineering, National Chiao Tung University | Co-Founder, Chairman President and CEO, Acer Group | 1. Director and Honorary Chairman, Acer Incorporated | ||
| 2. Director, Egis Technology Inc. | |||||
| 3. Director, Acer Medical Inc. | |||||
| 4. Director, Nan Shan Life Insurance Co., Ltd. | |||||
| 5. Chairman, Ambi Investment and Consulting Inc.(°) | |||||
| 6. Chairman, Stans Foundation(°) | |||||
| 7. Chairman, CLOUD GATE Foundation(°) | |||||
| 8. Chairman, Himalaya VC Corp.(°) | |||||
| 9. Chairman, Porrima Inc.(°) | |||||
| 10. Chairman, Taiwan Innovation Centre Aging Inc.(°) | |||||
| 11. Chairman, Tainan High Achievers Foundation(°) | |||||
| 12. Director, CTS Inc.(°) | |||||
| 13. Director, Hung Rouan Investment Corp.(°) | |||||
| 14. Director, Taiwan Public Television Service Foundation(°) | |||||
| 15. Director, Chew's Culture Foundation(°) | |||||
| 16. Director, SanCode Education Foundation(°) | |||||
| 17. Director, Chiang Ching-kuo Foundation for International Scholarly Exchange(°) | |||||
| 18. Director, AiSails Power Inc.(°) | 34,989,531 shares |
| Type | Name | "Academic Background" | Experience | All Current Position (Note 1) | Shareholdings (Note 2) |
|---|---|---|---|---|---|
| 19. Director, Himalaya VC Management Corp.(°) | |||||
| 20. Director, One Song Inc.(°) | |||||
| 21. Director, RePV Tech Inc.(°) | |||||
| 22. Director, C. F. Koo Foundation(°) | |||||
| 23. Director, Acer Foundation.(°) | |||||
| 24. Director, Yu Chi-Chung Cultural & Education Foundation(°) | |||||
| 25. Director, Center for Asia-Pacific Resilience and Innovation(°) | |||||
| 26. Director, Ambi Venture Management Co.(°) | |||||
| 27. Executive Director, Spring Foundation of NCTU(°) | |||||
| 28. Director, Alliance Cultural Foundation(°) | |||||
| Director | Hung Rouan Investment Corp. | ||||
| Legal Representative: | |||||
| Maverick Shih | |||||
| (Acct. No:0005978) | Ph.D. in Electrical Engineering, | ||||
| University of Southern California | Acer BYOC General Manager | 1. Director, ACER INC. | |||
| 2. Chairman, SATORO TAIWAN INC.(°) | |||||
| 3. Chairman, MAVS LAB. INC.(°) | |||||
| 4. Director, Allxon Inc.(°) | |||||
| 5. Vice Chairman, Monte Jade Science and Technology Association(°) | |||||
| 6. Director, Supervisor or Manger, Acer Group | 73,629,933 shares | ||||
| Independent Director | Lora Ho | ||||
| (Acct. No:0337648) | EMBA, National Taiwan University, Taiwan | Senior Vice President of Human Resources, TSMC | |||
| Senior Vice President of Europe and Asia Sales, TSMC | |||||
| Senior Vice President of Finance, Chief Financial Officer (CFO), and Spokesperson, TSMC | |||||
| Vice President and Chief Financial Officer (CFO) of TI-Acer Semiconductor Corp. | 1. Senior Vice President of Corporate Sustainability, Taiwan Semiconductor Manufacturing Co. Ltd. | ||||
| 2. Director, Taiwan Climate Partnership | |||||
| 3. Director, TSMC Education & Culture Foundation(°) | |||||
| 4. Director, TSMC Charity Foundation(°) | |||||
| 5. Director, Junyi Academy Foundation(°) | |||||
| 6. Director, SINOCON Industrial Standards Foundation(°) | |||||
| 7. Director, Chapel of angels Foundation(°) | |||||
| 8. Director, Old Tree Environmental Protection Foundation(°) | 0 shares | ||||
| Independent Director | Yuri, Kure | ||||
| (Acct. No:1018823) | MS in Law, National Taiwan University | Lee and Li, Attorney-at-Law, Senior Associate-Japan Project Manager | Independent Director/ Member of Audit Committee/ Member of Investment Committee/Chairman of Risk Management and Sustainability Development Committee, Acer Inc. | 0 shares |
18
Note 1: The mark of (*) refers to Non-Publicly Traded Company
Note 2: Shareholdings as of March 31, 2026.
Note 3: Including the shares of 8,986,056 which held by the investment company wholly owned by Mr. Jason Chen himself.
19
Attachment 6
KPMG
盐促速素群合音符弹音指南
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F, TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
Telephone 電話 +886 2 8101 6666
Fax 傳真 +886 2 8101 6667
Internet 網址 home.kpmg/tw
Independent Auditors' Report
To the Board of Directors
Acer Incorporated:
Opinion
We have audited the consolidated financial statements of Acer Incorporated and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of 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, 2025 and 2024, 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, 2025 are stated as follows:
- Revenue recognition
Refer to Note 4(p) for the accounting policies on recognizing revenue and Note 5(a) for uncertainty of accounting estimations and assumptions for sales 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, whether revenue is recognized in the appropriate period 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.
- Business Combinations
Refer to Note 4(u) for the accounting policies on business combinations, Note 5(d) for uncertainty of accounting estimations and assumptions for business combinations and Note 6(h) for the description of the business combination, respectively, to the consolidated financial statements.
Description of key audit matter:
Acer Incorporated and its subsidiaries obtained control over Posiflex Technology, Inc. and its subsidiaries in 2025. To apply the accounting treatment for business combinations, management is required to assess and determine the fair values of the identifiable net assets acquired and the liabilities assumed. The process involves numerous assumptions and estimations and is complex in nature. Accordingly, the recognition and measurement of the business combination 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, obtaining the purchase price allocation report and the valuation of the intangible assets of Posiflex Technology, Inc. and its subsidiaries conducted by an external expert engaged by management; evaluating the reasonableness of the acquired assets and liabilities assumed identified by the management at the acquisition date; Consulting internal valuation specialists to assist us in evaluating the reasonableness of the valuation model used; assessing whether correct accounting treatment has been applied, and appropriate disclosures with respect to the acquisition have been made.
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(m) for the evaluation of goodwill impairment, respectively, to the consolidated financial statements.
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 to which goodwill is allocated 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.
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, 2025 and 2024, on which we have issued an unmodified audit opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing Acer Incorporated and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Acer Incorporated and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing Acer Incorporated and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Acer Incorporated and its subsidiaries’ internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, 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.
-
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.
-
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 Kao, Ching-Wen and Shih, Wei-Ming.
KPMG
Taipei, Taiwan (Republic of China)
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.
24
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents | $ 31,870,146 | 13 | 37,664,975 | 17 |
| 1110 | Financial assets measured at fair value through profit or loss—current | 834,425 | - | 1,138,383 | 1 |
| 1136 | Financial assets measured at amortized cost—current | 874,705 | - | 785,759 | - |
| 1140 | Contract assets—current | 798,531 | - | 763,516 | - |
| 1170 | Notes and accounts receivable, net | 61,000,150 | 24 | 54,508,844 | 25 |
| 1180 | Accounts receivable from related parties | 14,150 | - | 117,875 | - |
| 1200 | Other receivables | 1,654,334 | 1 | 1,545,161 | 1 |
| 1220 | Current income tax assets | 1,107,961 | - | 510,296 | - |
| 130X | Inventories | 61,288,393 | 24 | 46,351,268 | 21 |
| 1476 | Other financial assets—current | 9,728,763 | 4 | 9,236,370 | 4 |
| 1479 | Other current assets | 4,406,697 | 2 | 4,075,551 | 2 |
| Total current assets | 173,578,255 | 68 | 156,697,998 | 71 | |
| Non-current assets: | |||||
| 1510 | Financial assets measured at fair value through profit or loss—non-current | 30,066 | - | - | - |
| 1517 | Financial assets measured at fair value through other comprehensive income—non-current | 10,089,207 | 4 | 9,714,964 | 4 |
| 1535 | Financial assets measured at amortized cost—non-current | 6,719,156 | 3 | 7,304,881 | 3 |
| 1550 | Investments accounted for using the equity method | 6,853,019 | 3 | 6,441,953 | 3 |
| 1600 | Property, plant and equipment | 13,668,009 | 5 | 8,431,371 | 4 |
| 1755 | Right-of-use assets | 2,138,234 | 1 | 2,266,644 | 1 |
| 1760 | Investment property | 996,055 | - | 990,484 | 1 |
| 1780 | Intangible assets | 31,654,776 | 12 | 19,857,525 | 9 |
| 1840 | Deferred income tax assets | 4,824,310 | 2 | 4,549,909 | 2 |
| 1980 | Other financial assets—non-current | 1,794,611 | 1 | 1,209,678 | 1 |
| 1990 | Other non-current assets | 2,267,963 | 1 | 2,010,122 | 1 |
| Total non-current assets | 81,035,406 | 32 | 62,777,531 | 29 | |
| Total assets | $ 254,613,661 | 100 | 219,475,529 | 100 |
(Continued)
See accompanying notes to consolidated financial statements.
25
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current liabilities: | |||||
| 2100 | Short-term borrowings | $ 5,496,849 | 2 | 3,330,098 | 2 |
| 2120 | Financial liabilities measured at fair value through profit or loss - current | 274,501 | - | 103,952 | - |
| 2130 | Contract liabilities - current | 4,149,590 | 2 | 3,298,385 | 2 |
| 2170 | Notes and accounts payable | 47,192,062 | 18 | 38,278,673 | 17 |
| 2200 | Other payables | 35,276,082 | 14 | 34,122,169 | 16 |
| 2230 | Current tax liabilities | 2,870,673 | 1 | 4,408,623 | 2 |
| 2250 | Provisions - current | 6,742,701 | 3 | 6,606,987 | 3 |
| 2280 | Lease liabilities - current | 774,253 | - | 720,226 | - |
| 2321 | Current portion of bonds payable | 7,500,000 | 3 | 2,500,000 | 1 |
| 2322 | Current portion of long-term debt | 22,961 | - | 257,957 | - |
| 2365 | Refund liabilities - current | 14,935,551 | 6 | 14,064,657 | 6 |
| 2399 | Other current liabilities | 1,689,824 | 1 | 1,606,931 | 1 |
| Total current liabilities | 126,925,047 | 50 | 109,298,658 | 50 | |
| Non-current liabilities: | |||||
| 2527 | Contract liabilities - non-current | 1,291,939 | - | 1,198,655 | - |
| 2531 | Bonds payable | 5,000,000 | 2 | 12,500,000 | 6 |
| 2540 | Long-term debt | 11,759,896 | 4 | 3,663,078 | 2 |
| 2550 | Provisions - non-current | 38,209 | - | 47,763 | - |
| 2570 | Deferred income tax liabilities | 7,882,969 | 3 | 6,052,426 | 3 |
| 2580 | Lease liabilities - non-current | 1,621,978 | 1 | 1,659,262 | 1 |
| 2600 | Other non-current liabilities | 1,855,876 | 1 | 1,485,965 | - |
| Total non-current liabilities | 29,450,867 | 11 | 26,607,149 | 12 | |
| Total liabilities | 156,375,914 | 61 | 135,905,807 | 62 | |
| Equity : | |||||
| 3110 | Common stock | 30,478,538 | 12 | 30,478,538 | 14 |
| 3200 | Capital surplus | 27,963,060 | 11 | 27,876,265 | 13 |
| 3300 | Retained earnings | 18,424,400 | 7 | 19,653,833 | 9 |
| 3400 | Other equity | 1,446,925 | 1 | 1,532,269 | - |
| 3500 | Treasury stock | (2,712,774) | (1) | (2,712,774) | (1) |
| Equity attributable to shareholders of the Parent | 75,600,149 | 30 | 76,828,131 | 35 | |
| 36XX | Non-controlling interests | 22,637,598 | 9 | 6,741,591 | 3 |
| Total equity | 98,237,747 | 39 | 83,569,722 | 38 | |
| Total liabilities and equity | $ 254,613,661 | 100 | 219,475,529 | 100 |
See accompanying notes to consolidated financial statements.
26
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net revenue | $ 275,628,173 | 100 | 264,682,407 | 100 |
| 5000 | Cost of revenue | (245,637,823) | (89) | (236,676,566) | (89) |
| 5910 | Unrealized profit from sales | - | - | 3,137 | - |
| Gross profit | 29,990,350 | 11 | 28,002,704 | 11 | |
| Operating expenses : | |||||
| 6100 | Selling expenses | (16,017,445) | (6) | (14,825,954) | (6) |
| 6200 | General and administrative expenses | (6,897,353) | (2) | (6,145,460) | (2) |
| 6300 | Research and development expenses | (2,141,639) | (1) | (2,266,204) | (1) |
| Total operating expenses | (25,056,437) | (9) | (23,237,618) | (9) | |
| 6500 | Other operating income and expenses, net | 209,856 | - | 110,736 | - |
| Operating income | 5,143,769 | 2 | 4,875,822 | 2 | |
| Non-operating income and loss: | |||||
| 7100 | Interest income | 1,873,855 | 1 | 2,165,687 | 1 |
| 7010 | Other income | 420,495 | - | 267,148 | - |
| 7020 | Other gains and losses | 986,609 | - | 1,890,486 | - |
| 7050 | Finance costs | (932,120) | - | (561,175) | - |
| 7060 | Share of profits of associates and joint ventures | 158,370 | - | 336,376 | - |
| Total non-operating income and loss | 2,507,209 | 1 | 4,098,522 | 1 | |
| 7900 | Income before taxes | 7,650,978 | 3 | 8,974,344 | 3 |
| 7950 | Income tax expense | (1,876,096) | (1) | (2,755,588) | (1) |
| Net income | 5,774,882 | 2 | 6,218,756 | 2 | |
| Other comprehensive income (loss) : | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | (119,667) | - | (99,957) | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 756,455 | - | (1,506,669) | - |
| 8320 | Share of other comprehensive (loss) income of associates and joint ventures | (5,595) | - | 2,431 | - |
| 8349 | Income tax related to items that will not be reclassified subsequently to profit or loss | 10,683 | - | (6,073) | - |
| Total items that will not be reclassified to profit or loss | 641,876 | - | (1,610,268) | - | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign operations | (135,277) | - | 2,990,785 | 1 |
| 8370 | Share of other comprehensive (loss) income of associates | (9,446) | - | 14,510 | - |
| 8399 | Income tax related to items that may be reclassified subsequently to profit or loss | (91,350) | - | - | - |
| Total items that may be reclassified subsequently to profit or loss | (236,073) | - | 3,005,295 | 1 | |
| Other comprehensive income, net of taxes | 405,803 | - | 1,395,027 | 1 | |
| Total comprehensive income | $ 6,180,685 | 2 | 7,613,783 | 3 | |
| Net income attributable to: | |||||
| 8610 | Shareholders of the Parent | $ 3,780,486 | 1 | 5,539,329 | 2 |
| 8620 | Non-controlling interests | 1,994,396 | 1 | 679,427 | - |
| $ 5,774,882 | 2 | 6,218,756 | 2 | ||
| Total comprehensive income attributable to: | |||||
| 8710 | Shareholders of the Parent | $ 3,860,164 | 1 | 6,904,264 | 3 |
| 8720 | Non-controlling interests | 2,320,521 | 1 | 709,519 | - |
| $ 6,180,685 | 2 | 7,613,783 | 3 | ||
| Earnings per share (in New Taiwan dollars) : | |||||
| 9750 | Basic earnings per share | $ | 1.26 | 1.84 | |
| 9850 | Diluted earnings per share | $ | 1.25 | 1.84 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
| Attributable to shareholders of the Parent | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | |||||||||||||
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Total | Foreign currency translation differences | Unrealized gain (loss) from financial assets measured at fair value through other comprehensive income | Remeasurements of defined benefit plans | Total | Treasury stock | Total equity attributable to shareholders of the parent | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | $ 30,478,538 | 27,805,176 | 3,011,327 | 7,315,941 | 8,162,718 | 18,490,986 | (3,799,782) | 4,170,049 | 294,251 | 664,598 | (2,712,774) | 78,726,324 | 3,615,541 | 80,342,065 |
| Net income for the year | - | - | - | - | 5,539,329 | 5,539,329 | - | - | - | - | - | 5,539,329 | 679,427 | 6,218,738 |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | 1,988,318 | (1,503,281) | (112,102) | 1,504,935 | - | 1,304,935 | 30,092 | 1,395,027 |
| Total comprehensive income (loss) for the year | - | - | - | - | 5,539,329 | 5,539,329 | 2,988,318 | (1,503,281) | (112,102) | 1,504,935 | - | 6,904,264 | 709,319 | 7,613,783 |
| Appropriation and distribution of retained earnings | ||||||||||||||
| Legal reserve | - | - | 816,562 | - | (816,562) | - | - | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (4,876,566) | (4,876,566) | - | - | - | - | - | (4,876,566) | - | (4,876,566) |
| Adjustments of capital surplus for the cash dividends distributed to subsidiaries | - | 66,634 | - | - | - | - | - | - | - | - | - | 66,634 | - | 66,634 |
| Share of changes in equity of associates | - | 4,982 | - | - | - | - | - | - | - | - | - | 4,982 | 7,691 | 12,673 |
| Changes in ownership interests in subsidiaries | - | 108,685 | - | - | - | - | (187) | 312 | 2,435 | 2,760 | - | 111,445 | (111,445) | - |
| Acquisition or disposal of interests in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (122,141) | (122,141) |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | (128,685) | - | - | - | - | 27 | - | 33 | 60 | - | (128,625) | 128,625 | - |
| Organizational restructuring under common control | - | 4 | - | - | - | - | - | - | - | - | - | 4 | 10 | - |
| Stock option compensation cost of subsidiaries | - | 19,469 | - | - | - | - | - | - | - | - | - | 19,469 | 20,316 | 39,705 |
| Acquisition of subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (1,813) | (1,813) |
| Increase in non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | - | 1,023,659 | 1,023,659 |
| Cash dividends paid to non-controlling interests by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (527,757) | (527,757) |
| Disposal of financial assets measured at fair value through other comprehensive income by the Company | - | - | - | - | 499,017 | 499,017 | - | (499,017) | - | (499,017) | - | - | - | - |
| Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries | 1,067 | 1,067 | - | (1,067) | - | (1,067) | - | - | - | - | ||||
| Balance at December 31, 2024 | 30,478,538 | 27,876,263 | 3,027,009 | 7,315,941 | 8,312,003 | 18,433,832 | (839,540) | 2,167,196 | 104,617 | 1,532,205 | (2,712,774) | 76,828,131 | 4,741,591 | 83,569,722 |
| Net income for the year | - | - | - | - | 5,700,486 | 5,700,486 | - | - | - | - | - | 5,700,486 | 1,994,506 | 5,774,002 |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | (509,982) | 758,312 | (106,732) | 79,678 | - | 79,678 | 326,123 | 405,005 |
| Total comprehensive income (loss) for the year | - | - | - | - | 5,700,486 | 5,700,486 | (509,982) | 758,312 | (106,732) | 79,678 | - | 5,800,164 | 2,328,521 | 6,180,685 |
| Appropriation and distribution of retained earnings | ||||||||||||||
| Legal reserve | - | - | 605,941 | - | (605,941) | - | - | - | - | - | - | - | - | - |
| Special reserve | - | - | - | 528,327 | (528,327) | - | - | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (5,101,352) | (5,101,352) | - | - | - | - | - | (5,101,352) | - | (5,101,352) |
| Adjustments of capital surplus for the cash dividends distributed to subsidiaries | - | 70,799 | - | - | - | - | - | - | - | - | - | 70,799 | - | 70,799 |
| Share of changes in equity of associates | - | (224,677) | - | - | - | - | - | - | - | - | - | (224,677) | 354 | (224,665) |
| Changes in ownership interests in subsidiaries | - | 85,460 | - | - | - | - | 784 | 2,006 | 1,687 | 4,477 | - | 89,937 | (89,937) | - |
| Acquisition or disposal of interests in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | 264,642 | 264,642 |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | 136,103 | - | - | - | - | 371 | 640 | 923 | 1,934 | - | 136,037 | (138,037) | - |
| Organizational restructuring under common control | - | (187) | - | - | - | - | - | - | - | - | - | (187) | 187 | - |
| Stock option compensation cost of subsidiaries | - | 19,217 | - | - | - | - | - | - | - | - | - | 19,217 | 30,345 | 49,560 |
| Acquisition of subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | 14,457,485 | 14,457,485 |
| Decrease in non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | - | (294,813) | (294,813) |
| Cash dividends paid to non-controlling interests by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | - | (594,838) | (594,838) |
| Disposal of financial assets measured at fair value through other comprehensive income by the Company | - | - | - | - | 100,179 | 100,179 | - | (100,179) | - | (100,179) | - | - | - | - |
| Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries | - | - | - | - | (8,746) | (8,746) | - | 8,746 | - | 8,746 | - | - | - | - |
| Balance at December 31, 2025 | $ 30,478,538 | 27,965,060 | 3,031,030 | 7,842,268 | 6,150,282 | 18,416,000 | (1,308,291) | 3,754,721 | 80,495 | 1,446,925 | (2,712,774) | 75,690,149 | 23,637,598 | 90,237,747 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 7,650,978 | 8,974,344 |
| Adjustments for: | ||
| Adjustments to reconcile profit or loss: | ||
| Depreciation | 1,843,305 | 1,247,349 |
| Amortization | 1,485,256 | 1,024,342 |
| Net (gain) loss on financial assets measured at fair value through profit or loss | (9,492) | 238 |
| Effects of exchange rate changes on financial assets measured at amortized cost | 222,768 | (254,731) |
| Interest expense | 932,120 | 561,175 |
| Interest income | (1,873,855) | (2,165,687) |
| Dividend income | (420,495) | (267,148) |
| Share-based compensation cost | 49,560 | 39,785 |
| Share of profits of associates and joint ventures | (158,370) | (336,376) |
| Gain on disposal of investments | (659,623) | - |
| Loss (gain) on disposal of property, plant and equipment | 7,964 | (14,000) |
| Gain on disposal of investments accounted for using equity method | (258,719) | (16,442) |
| Impairment loss on non-financial assets | 1,206 | - |
| Unrealized profit from sales | - | 3,137 |
| Total adjustments for profit or loss | 1,161,625 | (178,358) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Derivative financial instruments measured at fair value through profit or loss | 1,005,924 | (1,656,673) |
| Contract assets | (285,832) | (62,311) |
| Notes and accounts receivable | (4,662,716) | (2,344,679) |
| Receivables from related parties | 448,359 | (3,834) |
| Inventories | (12,754,485) | (2,922,449) |
| Other receivables and other current assets | (297,038) | (409,333) |
| Other non-current assets | (141,133) | 21,701 |
| Changes in operating assets | (16,686,921) | (7,377,578) |
| Changes in operating liabilities: | ||
| Contract liabilities | 523,356 | 531,806 |
| Notes and accounts payable | 7,771,019 | (6,427,845) |
| Other payables and other current liabilities | (1,744,351) | 2,214,157 |
| Provisions | (200,044) | 164,367 |
| Refund liabilities | 858,323 | 96,376 |
| Other non-current liabilities | 79,856 | (305,114) |
| Changes in operating liabilities | 7,288,159 | (3,726,253) |
| Cash used in operations | (586,159) | (2,307,845) |
| Interest received | 1,874,496 | 1,974,803 |
| Income taxes paid | (4,478,058) | (1,189,775) |
| Net cash flows used in operating activities | (3,189,721) | (1,522,817) |
(Continued)
Consolidated Statements of Cash Flows (Continued)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through other comprehensive income | (125,463) | (666,370) |
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 358,255 | 595,723 |
| Proceeds from capital reduction of financial assets measured at fair value through other comprehensive income | 143,947 | - |
| Acquisition of financial assets measured at amortized cost | (473,092) | (3,611,069) |
| Proceeds from repayment of principal of financial assets measured at amortized cost | 764,900 | 470,000 |
| Acquisition of financial assets measured at fair value through profit or loss | (1,623,542) | - |
| Proceeds from disposal of financial assets measured at fair value through profit or loss | 1,088,354 | 729 |
| Acquisition of investments accounted for using the equity method | (1,459,991) | (4,310,297) |
| Proceeds from disposal of investments accounted for using the equity method | 135,865 | 251,090 |
| Acquisition of property, plant and equipment and investment property | (2,229,595) | (4,482,259) |
| Proceeds from disposal of property, plant and equipment | 39,843 | 42,872 |
| Acquisition of intangible assets | (115,878) | (371,950) |
| Payment of contingent consideration arising from business combination or investment in associates | - | (20,625) |
| Net cash outflow from disposal of subsidiaries (loss of control) | (193,206) | - |
| Net cash inflow (outflow) from acquisition of subsidiaries | 1,967,840 | (57,606) |
| Increase in assets recognized from costs to fulfill contracts with customers | (1,012,407) | (689,581) |
| Decrease (increase) in other financial assets | 253,139 | (2,383,558) |
| Dividends received | 661,146 | 405,166 |
| Net cash flows used in investing activities | (1,819,885) | (14,827,735) |
| Cash flows from financing activities: | ||
| Increase in short-term borrowings | 31,131,372 | 20,065,976 |
| Decrease in short-term borrowings | (28,850,760) | (17,733,532) |
| Proceeds from issuing bonds | - | 5,000,000 |
| Repayments of bonds | (2,500,000) | - |
| Increase in long-term debt | 6,862,066 | 2,723,942 |
| Repayment of long-term debt | (803,606) | (485,392) |
| Payment of lease liabilities | (1,122,049) | (771,419) |
| Cash dividends | (5,110,553) | (4,809,932) |
| Cash dividends paid to non-controlling interests by subsidiaries | (594,838) | (527,757) |
| Issuance of common stock by subsidiaries not subscribed by the Group | 651,652 | 1,023,059 |
| Acquisition of interests in subsidiaries | (8,189) | (170,368) |
| Proceeds from disposal of interests in subsidiaries (without losing control) | 213,131 | 48,227 |
| Interest paid | (936,122) | (492,251) |
| Net cash flows (used in) provided by financing activities | (1,067,896) | 3,870,553 |
| Effect of foreign exchange rate changes | 282,673 | 2,010,846 |
| Net decrease in cash and cash equivalents | (5,794,829) | (10,469,153) |
| Cash and cash equivalents at beginning of period | 37,664,975 | 48,134,128 |
| Cash and cash equivalents at end of period | $ 31,870,146 | 37,664,975 |
KPMG
釜侯建業聯合會計師事務所
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
Telephone 電話 +886 2 8101 6666
Fax 傳真 +886 2 8101 6667
Internet 網址 home.kpmg/tw
Independent Auditors’ Report
To the Board of Directors
Acer Incorporated:
Opinion
We have audited the parent-company-only financial statements of Acer Incorporated (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements 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, 2025 and 2024, 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 Parent-Company-Only 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, 2025 are stated as follows:
- Revenue recognition
Refer to Note 4(p) for the accounting policies on recognizing revenue, and Note 5(a) for uncertainty of accounting estimations and assumptions for sales allowances, respectively, to the parent-company-only financial statements.
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, whether revenue is recognized in the appropriate period and accrual of sales allowances have been identified as one of the key audit matters.
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.
- Business Combinations
Refer to Note 4(i) for the accounting policies on business combinations, Note 5(d) for uncertainty of accounting estimations and assumptions for business combinations and Note 6(h) for the description of the business combination, respectively, to the parent-company-only financial statements.
The Company obtained control over Posiflex Technology, Inc. and its subsidiaries in 2025 through its subsidiary. In applying the accounting requirements for business combinations, the management is required to determine the fair values of the identifiable net assets acquired and the liabilities assumed as of the acquisition date.
This process involves management’s assumptions and estimates and therefore entails a significant level of complexity. Accordingly, the recognition and measurement of the business combination has been identified as one of the key audit matters.
In relation to the key audit matter above, we have performed certain audit procedures including, among others, obtaining the purchase price allocation report and the valuation of the intangible assets of Posiflex Technology, Inc. and its subsidiaries conducted by an external expert engaged by management; evaluating the reasonableness of the acquired assets and liabilities assumed identified by the management at the acquisition date; Consulting internal valuation specialists to assist us in evaluating the reasonableness of the valuation model used; assessing whether correct accounting treatment has been applied, and appropriate disclosures with respect to the acquisition have been made.
- Impairment of goodwill from investment in subsidiaries
Refer to Note 4(n) for the accounting policies on impairment of non-financial assets, Note 5(b) 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.
Goodwill arising from acquisition of subsidiaries, which are included within the carrying amount of investments accounted for using the equity method, is subject to impairment test annually or at the time there are indications that goodwill may have been impaired. The assessment of the recoverable amount of the cash-generating unit to which goodwill is allocated 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.
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 parent-company-only 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 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:
-
Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, base on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investee companies accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kao, Ching-Wen and Shih, Wei-Ming.
Taipei, Taiwan (Republic of China)
March 12, 2026
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.
35
(English Translation of Parent-Company-Only Financial Statements and Report Originally Issued in Chinese)
ACER INCORPORATED
Parent-Company-Only Balance Sheets
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents | $ 5,141,235 | 3 | 11,468,571 | 7 |
| 1110 | Financial assets measured at fair value through profit or loss - current | 157,661 | - | 777,726 | - |
| 1136 | Financial assets measured at amortized cost - current | 874,705 | 1 | 785,759 | 1 |
| 1170 | Notes and accounts receivable, net | 4,637,182 | 3 | 4,733,876 | 3 |
| 1180 | Notes and accounts receivable from related parties | 23,016,375 | 14 | 14,950,427 | 10 |
| 1200 | Other receivables, net | 823,672 | 1 | 670,312 | - |
| 1210 | Other receivables from related parties | 745,275 | 1 | 1,222,997 | 1 |
| 1220 | Current income tax assets | 666,271 | - | 102,547 | - |
| 130X | Inventories | 13,238,625 | 8 | 12,143,167 | 8 |
| 1476 | Other financial assets - current | 11,000 | - | 357,340 | - |
| 1479 | Other current assets | 576,988 | - | 517,058 | - |
| Total current assets | 49,888,989 | 31 | 47,729,780 | 30 | |
| Non-current assets: | |||||
| 1517 | Financial assets measured at fair value through other comprehensive income - non-current | 7,577,869 | 5 | 7,886,772 | 5 |
| 1535 | Financial assets measured at amortized cost - non-current | 6,673,570 | 4 | 7,254,028 | 5 |
| 1550 | Investments accounted for using the equity method | 90,704,949 | 56 | 87,130,774 | 56 |
| 1600 | Property, plant and equipment | 1,885,025 | 1 | 1,781,877 | 1 |
| 1755 | Right-of-use assets | 153,784 | - | 129,289 | - |
| 1760 | Investment property | 812,669 | 1 | 828,161 | 1 |
| 1780 | Intangible assets | 181,850 | - | 180,130 | - |
| 1840 | Deferred income tax assets | 3,232,007 | 2 | 3,644,016 | 2 |
| 1980 | Other financial assets - non-current | 225,002 | - | 155,618 | - |
| 1990 | Other non-current assets | 97,511 | - | 58,623 | - |
| Total non-current assets | 111,544,236 | 69 | 109,049,288 | 70 | |
| Total assets | $ 161,433,225 | 100 | 156,779,068 | 100 |
See accompanying notes to parent-company-only financial statements.
36
(English Translation of Parent-Company-Only Financial Statements and Report Originally Issued in Chinese)
ACER INCORPORATED
Parent-Company-Only Balance Sheets (Continued)
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current liabilities: | |||||
| 2120 | Financial liabilities measured at fair value through profit or loss – current | $ 104,379 | - | 12,321 | - |
| 2130 | Contract liabilities – current | 62,759 | - | 17,236 | - |
| 2170 | Accounts payable | 29,101,316 | 18 | 22,860,683 | 15 |
| 2180 | Accounts payable to related parties | 1,779,291 | 1 | 1,338,314 | 1 |
| 2200 | Other payables | 21,047,595 | 13 | 24,191,292 | 15 |
| 2220 | Other payables to related parties | 1,068,083 | 1 | 1,008,921 | - |
| 2230 | Current tax liabilities | 1,346,275 | 1 | 3,148,586 | 2 |
| 2250 | Provisions – current | 707,114 | - | 727,411 | - |
| 2280 | Lease liabilities – current | 52,097 | - | 45,079 | - |
| 2321 | Current portion of bonds payable | 7,500,000 | 5 | 2,500,000 | 2 |
| 2365 | Refund liabilities – current | 2,593,950 | 2 | 2,651,067 | 2 |
| 2399 | Other current liabilities | 309,793 | - | 123,228 | - |
| Total current liabilities | 65,672,652 | 41 | 58,624,138 | 37 | |
| Non-current liabilities: | |||||
| 2530 | Bonds payable | 5,000,000 | 3 | 12,500,000 | 8 |
| 2540 | Long-term debt | 9,500,000 | 6 | 3,000,000 | 2 |
| 2570 | Deferred income tax liabilities | 5,315,183 | 3 | 5,531,453 | 4 |
| 2580 | Lease liabilities – non-current | 104,811 | - | 85,373 | - |
| 2600 | Other non-current liabilities | 226,795 | - | 196,338 | - |
| 2622 | Long-term payable to related parties | 13,635 | - | 13,635 | - |
| Total non-current liabilities | 20,160,424 | 12 | 21,326,799 | 14 | |
| Total liabilities | 85,833,076 | 53 | 79,950,937 | 51 | |
| Equity : | |||||
| 3110 | Common stock | 30,478,538 | 19 | 30,478,538 | 19 |
| 3200 | Capital surplus | 27,963,060 | 17 | 27,876,265 | 18 |
| 3300 | Retained earnings | 18,424,400 | 12 | 19,653,833 | 13 |
| 3400 | Other equity | 1,446,925 | 1 | 1,532,269 | 1 |
| 3500 | Treasury stock | (2,712,774) | (2) | (2,712,774) | (2) |
| Total equity | 75,600,149 | 47 | 76,828,131 | 49 | |
| Total liabilities and equity | $ 161,433,225 | 100 | 156,779,068 | 100 |
See accompanying notes to parent-company-only financial statements.
37
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
ACER INCORPORATED
Parent-Company-Only Statements of Comprehensive Income
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Net revenue | $ 154,861,404 | 100 | 159,448,009 | 100 |
| 5000 | Cost of revenue | (147,386,548) | (95) | (151,450,559) | (95) |
| Gross profit | 7,474,856 | 5 | 7,997,450 | 5 | |
| 5920 | Unrealized profit from intercompany sales | (12,580) | - | (36,402) | - |
| Realized gross profit | 7,462,276 | 5 | 7,961,048 | 5 | |
| Operating expenses: | |||||
| 6100 | Selling expenses | (2,171,143) | (1) | (2,083,365) | (1) |
| 6200 | General and administrative expenses | (1,194,309) | (1) | (1,306,240) | (1) |
| 6300 | Research and development expenses | (1,103,052) | (1) | (1,698,771) | (1) |
| Total operating expenses | (4,468,504) | (3) | (5,088,376) | (3) | |
| 6500 | Other operating income and expenses, net | 120,752 | - | 121,355 | - |
| Operating income | 3,114,524 | 2 | 2,994,027 | 2 | |
| Non-operating income and loss: | |||||
| 7100 | Interest income | 723,872 | 1 | 883,943 | - |
| 7010 | Other income | 253,368 | - | 227,956 | - |
| 7020 | Other gains and losses | 264,052 | - | 1,579,640 | 1 |
| 7050 | Finance costs | (316,593) | - | (183,329) | - |
| 7060 | Share of profits of subsidiaries, associates and joint ventures | 442,591 | - | 1,750,364 | 1 |
| Total non-operating income and loss | 1,367,290 | 1 | 4,258,574 | 2 | |
| Income before taxes | 4,481,814 | 3 | 7,252,601 | 4 | |
| 7950 | Income tax expenses | (701,328) | (1) | (1,713,272) | (1) |
| Net Income | 3,780,486 | 2 | 5,539,329 | 3 | |
| Other comprehensive income (loss): | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | (39,767) | - | 31,137 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 164,272 | - | (1,512,286) | (1) |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures | 517,211 | - | (127,786) | - |
| 8349 | Income tax related to items that will not be reclassified subsequently to profit or loss | 7,953 | - | (6,227) | - |
| Total items that will not be reclassified subsequently to profit or loss | 649,669 | - | (1,615,162) | (1) | |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign operations | (569,902) | - | 2,980,318 | 2 |
| 8380 | Share of other comprehensive losses of associates | (89) | - | (221) | - |
| 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 | (569,991) | - | 2,980,097 | 2 | |
| Other comprehensive income, net of taxes | 79,678 | - | 1,364,935 | 1 | |
| Total comprehensive income for the year | $ 3,860,164 | 2 | 6,904,264 | 4 | |
| Earnings per share (in New Taiwan dollars): | |||||
| 9750 | Basic earnings per share | $ | 1.26 | 1.84 | |
| 9850 | Diluted earnings per share | $ | 1.25 | 1.84 |
39
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
Parent-Company-Only Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
| Retained earnings | Other equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Total | Foreign currency translation differences | Unrealized gain (loss) from financial assets measured at fair value through other comprehensive income | Remeasurements of defined benefit plans | Total | Treasury stock | Total equity | |
| Balance at January 1, 2024 | $ 30,478,538 | 27,905,176 | 3,011,327 | 7,313,941 | 8,165,718 | 18,490,986 | (3,799,702) | 4,170,049 | 294,251 | 664,598 | (2,712,774) | 74,726,524 |
| Net income for the year | - | - | - | - | 5,539,329 | 5,539,329 | - | - | - | - | - | 5,539,329 |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | 2,980,318 | (1,503,281) | (112,102) | 1,364,935 | - | 1,364,935 |
| Total comprehensive income (loss) for the year | - | - | - | - | 5,539,329 | 5,539,329 | 2,980,318 | (1,503,281) | (112,102) | 1,364,935 | - | 6,904,264 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 816,562 | - | (816,562) | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (4,876,566) | (4,876,566) | - | - | - | - | - | (4,876,566) |
| Adjustments of capital surplus for the cash dividends distributed to subsidiaries | - | 66,634 | - | - | - | - | - | - | - | - | - | 66,634 |
| Share of changes in equity of associates | - | 4,982 | - | - | - | - | - | - | - | - | - | 4,982 |
| Changes in ownership interests in subsidiaries | - | 108,685 | - | - | - | - | (187) | 512 | 2,435 | 2,760 | - | 111,445 |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | (128,685) | - | - | - | - | 27 | - | 33 | 60 | - | (128,625) |
| Organizational restructuring under common control | - | 4 | - | - | - | - | - | - | - | - | - | 4 |
| Stock option compensation cost of subsidiaries | - | 19,469 | - | - | - | - | - | - | - | - | - | 19,469 |
| Disposal of financial assets measured at fair value through other comprehensive income by the Company | - | - | - | - | 499,017 | 499,017 | - | (499,017) | - | (499,017) | - | - |
| Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries | - | - | - | - | 1,067 | 1,067 | - | (1,067) | - | (1,067) | - | - |
| Balance at December 31, 2024 | 30,478,538 | 27,876,265 | 3,827,889 | 7,313,941 | 8,512,003 | 19,653,833 | (819,544) | 2,167,196 | 184,617 | 1,532,269 | (2,712,774) | 76,828,131 |
| Net income for the year | - | - | - | - | 3,780,486 | 3,780,486 | - | - | - | - | - | 3,780,486 |
| Other comprehensive income (loss) for the year | - | - | - | - | - | - | (569,902) | 756,312 | (106,732) | 79,678 | - | 79,678 |
| Total comprehensive income (loss) for the year | - | - | - | - | 3,780,486 | 3,780,486 | (569,902) | 756,312 | (106,732) | 79,678 | - | 3,860,164 |
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve | - | - | 603,941 | - | (603,941) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | 528,327 | (528,327) | - | - | - | - | - | - | - |
| Cash dividends | - | - | - | - | (5,181,352) | (5,181,352) | - | - | - | - | - | (5,181,352) |
| Adjustments of capital surplus for the cash dividends distributed to subsidiaries | - | 70,799 | - | - | - | - | - | - | - | - | - | 70,799 |
| Share of changes in equity of associates | - | (224,677) | - | - | - | - | - | - | - | - | - | (224,677) |
| Changes in ownership interests in subsidiaries | - | 85,460 | - | - | - | - | 784 | 2,006 | 1,687 | 4,477 | - | 89,937 |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | 136,103 | - | - | - | - | 371 | 640 | 923 | 1,934 | - | 138,037 |
| Organizational restructuring under common control | - | (107) | - | - | - | - | - | - | - | - | - | (107) |
| Stock option compensation cost of subsidiaries | - | 19,217 | - | - | - | - | - | - | - | - | - | 19,217 |
| Disposal of financial assets measured at fair value through other comprehensive income by the Company | - | - | - | - | 180,179 | 180,179 | - | (180,179) | - | (180,179) | - | - |
| Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries | - | - | - | - | (8,746) | (8,746) | - | 8,746 | - | 8,746 | - | - |
| Balance at December 31, 2025 | $ 30,478,538 | 27,963,060 | 4,431,830 | 7,842,268 | 6,150,302 | 18,424,400 | (1,388,291) | 2,754,721 | 80,495 | 1,446,925 | (2,712,774) | 75,600,149 |
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
Parent-Company-Only Statements of Cash Flows
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 4,481,814 | 7,252,601 |
| Adjustments for: | ||
| Adjustments to reconcile profit or loss: | ||
| Depreciation | 191,033 | 157,957 |
| Amortization | 29,579 | 32,246 |
| Net loss on financial assets measured at fair value through profit or loss | - | 88 |
| Effects of exchange rate changes on financial assets measured at amortized cost | 220,508 | (252,617) |
| Interest expense | 316,593 | 183,329 |
| Interest income | (723,872) | (883,943) |
| Dividend income | (253,368) | (227,956) |
| Share of profits of subsidiaries, associates and joint ventures | (442,591) | (1,750,364) |
| Loss (gain) on disposal of property, plant and equipment | 84 | (15,825) |
| Loss (gain) on disposal of investments | 277,487 | (15,007) |
| Unrealized profit from intercompany sales | 12,580 | 36,402 |
| Total adjustments for profit or loss | (371,967) | (2,735,690) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Derivative financial instruments measured at fair value through profit or loss | 712,123 | (1,197,741) |
| Notes and accounts receivable | 96,694 | (696,858) |
| Notes and accounts from related parties | (8,065,948) | (1,932,009) |
| Inventories | (1,107,388) | 1,635,864 |
| Other receivables and other current assets | (205,206) | (227,657) |
| Other non-current assets | (43,851) | (24,208) |
| Changes in operating assets | (8,613,576) | (2,442,609) |
| Changes in operating liabilities: | ||
| Accounts payable | 6,240,633 | (8,095,485) |
| Payables to related parties | 200,810 | 421,552 |
| Refund liabilities | (57,117) | 6,981 |
| Other payables and other current liabilities | (2,959,680) | 2,966,156 |
| Provisions | (20,297) | (69,833) |
| Contract liabilities | 45,523 | 6,381 |
| Other non-current liabilities and long-term payables to related parties | (9,310) | (384,575) |
| Changes in operating liabilities | 3,440,562 | (5,148,823) |
| Cash used in operations | (1,063,167) | (3,074,521) |
| Interest received | 687,515 | 799,389 |
| Income taxes paid | (2,863,669) | (496,014) |
| Net cash used in operating activities | (3,239,321) | (2,771,146) |
ACER INCORPORATED
Parent-Company-Only Statements of Cash Flows (Continued)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through other comprehensive income | (79,023) | (553,294) |
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 358,255 | 595,723 |
| Proceeds from capital reduction of financial assets measured at fair value through other comprehensive income | 143,948 | - |
| Acquisition of financial assets measured at amortized cost | (473,092) | (3,564,872) |
| Proceeds from repayment of principal of financial assets measured at amortized cost | 764,900 | 470,000 |
| Proceeds from disposal of financial assets measured at fair value through profit or loss | - | 729 |
| Acquisition of investments accounted for using the equity method | (6,080,114) | (4,951,103) |
| Proceeds from disposal of investments accounted for using the equity method | 50,343 | 274,617 |
| Proceeds from capital reduction of investments accounted for using the equity method | 1,835,903 | - |
| Acquisition of property, plant and equipment and investment property | (198,869) | (83,519) |
| Proceeds from disposal of property, plant and equipment | 937 | 33,502 |
| Decrease (increase) in receivables from related parties | 485,726 | (15,201) |
| Acquisition of intangible assets | (13,878) | (26,690) |
| Decrease in other financial assets | 276,956 | 879,724 |
| Increase in assets recognized from costs to fulfill contracts with customers | (12,459) | (5,089) |
| Dividends received | 1,115,470 | 1,136,381 |
| Net cash flows used in investing activities | (1,824,997) | (5,809,092) |
| Cash flows from financing activities: | ||
| Proceeds from issuing bonds | - | 5,000,000 |
| Repayments of bonds | (2,500,000) | - |
| Increase in long-term debt | 6,500,000 | 1,500,000 |
| Payment of lease liabilities | (66,949) | (67,184) |
| Increase in loans from related parties | 295,000 | 255,000 |
| Cash dividends | (5,181,352) | (4,876,566) |
| Interest paid | (309,717) | (125,629) |
| Net cash flows (used in) provided by financing activities | (1,263,018) | 1,685,621 |
| Net decrease in cash and cash equivalents | (6,327,336) | (6,894,617) |
| Cash and cash equivalents at beginning of period | 11,468,571 | 18,363,188 |
| Cash and cash equivalents at end of period | $ 5,141,235 | 11,468,571 |
41
Attachment 7
Acer Incorporated
Profit Distribution Statement for the Year 2025
| Unit: NT$ | |
|---|---|
| Beginning Balance of Un-appropriated Retained Earnings | 2,198,383,185 |
| Plus: 2023 Net Income after Tax | 3,780,485,864 |
| Plus: the disposal profit of financial assets at fair value through other comprehensive income | 171,433,070 |
| Deduct: Legal Reserve | (395,191,894) |
| Deduct: Special Reserve | (497,471,138) |
| Accumulative earnings available for appropriation | 5,257,639,087 |
| Appropriation Items: | |
| Cash dividends to shareholders (Note) | (3,962,209,976) |
| Ending Balance of Un-appropriated Retained Earnings | 1,295,429,111 |
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
42
Attachment 8
Concurrent Positions of Director and Independent Director Candidates
| Type | Name | All Current Position (Note 1) |
|---|---|---|
| Director | Jason Chen | |
| (Acct. No:0857788) | 1. Acer e-Enabling Service Business Inc., Acer e-Enabling Service Business Inc. | |
| 2. Weblink International Inc., Weblink International Inc. | ||
| 3. Powerchip Semiconductor Manufacturing Corporation, Powerchip Semiconductor Manufacturing Corporation | ||
| 4. Acer Medical Inc., Acer Medical Inc. | ||
| 5. Acer Gaming Inc., Acer Gaming Inc. | ||
| 6. PECER BIO-MEDICAL TECHNOLOGY INCORPORATED, PECER BIO-MEDICAL TECHNOLOGY INCORPORATED | ||
| 7. AOPEN INC., AOPEN INC. | ||
| 8. Acer Gadget Inc., Acer Gadget Inc. | ||
| 9. Protrade Applied Materials Corp., Protrade Applied Materials Corp. | ||
| 10. FocalTech Systems Co., Ltd., FocalTech Systems Co., Ltd. | ||
| 11. ACER BEING COMMUNICATION INC., ACER BEING COMMUNICATION INC.(°) | ||
| 12. Acer ITS Inc., Acer ITS Inc.(°) | ||
| 13. Acer Asset Management Incorporated, Acer Asset Management Incorporated(°) | ||
| 14. Acer BeingWare Holding Inc., Acer BeingWare Holding Inc.(°) | ||
| 15. Acer SoftCapital Incorporated, Acer SoftCapital Incorporated(°) | ||
| 16. Acer Digital Service Co., Acer Digital Service Co.(°) | ||
| 17. Acer Foundation., Acer Foundation.(°) | ||
| 18. Mu-Jin Investment Co., Ltd., Mu-Jin Investment Co., Ltd.(°) | ||
| 19. Mu-Shi Investment Co., Ltd., Mu-Shi Investment Co., Ltd.(°) | ||
| 20. Taipei Computer Association, Taipei Computer Association(°) | ||
| 21. Acer (Chongqing) Ltd., Acer (Chongqing) Ltd.(°) | ||
| 22. Acer Healthcare Inc., Acer Healthcare Inc.(°) | ||
| 23. Acer Being Signage Inc., Acer Being Signage Inc.(°) | ||
| 24. Acer Cloud Technology (Taiwan) Inc., Acer Cloud Technology (Taiwan) Inc.(°) | ||
| 25. Acer Computer (Shanghai) Ltd., Acer Computer (Shanghai) Ltd.(°) | ||
| 26. Embedded City Taiwan Limited, Embedded City Taiwan Limited(°) | ||
| 27. MPS Energy Inc., MPS Energy Inc.(°) | ||
| 28. Institute for Biotechnology and Medicine Industry, Institute for Biotechnology and Medicine Industry(°) | ||
| 29. Acer America Corporation, Acer America Corporation(°) | ||
| 30. Acer American Holdings Corp., Acer American Holdings Corp.(°) | ||
| 31. Acer Cloud Technology Inc., Acer Cloud Technology Inc.(°) | ||
| 32. Acer Computer (Far East) Limited, Acer Computer (Far East) Limited(°) | ||
| 33. Acer Europe SA, Acer Europe SA(°) | ||
| 34. Acer European Holdings SA, Acer European Holdings SA(°) | ||
| 35. Acer Holdings International, Incorporated, Acer Holdings International, Incorporated(°) |
| Type | Name | All Current Position (Note 1) |
|---|---|---|
| 36. ACER TECHNOLOGY AND BUSINESS DEVELOPMENT PTE. LTD., ACER TECHNOLOGY AND BUSINESS DEVELOPMENT PTE. LTD.(°) | ||
| 37. Boardwalk Capital Holdings Limited, Boardwalk Capital Holdings Limited(°) | ||
| 38. DropZone (Hong Kong) Limited, DropZone (Hong Kong) Limited(°) | ||
| 39. DropZone Holding Limited, DropZone Holding Limited(°) | ||
| Director | Stan Shih | |
| (Acct. No:0000002) | 1. Director, Egis Technology Inc. | |
| 2. Director, Acer Medical Inc. | ||
| 3. Director, Nan Shan Life Insurance Co., Ltd. | ||
| 4. Chairman, Ambi Investment and Consulting Inc.(°) | ||
| 5. Chairman, Stans Foundation(°) | ||
| 6. Chairman, CLOUD GATE Foundation(°) | ||
| 7. Chairman, Himalaya VC Corp.(°) | ||
| 8. Chairman, Porrima Inc.(°) | ||
| 9. Chairman, Taiwan Innovation Centre Aging Inc.(°) | ||
| 10. Chairman, Tainan High Achievers Foundation(°) | ||
| 11. Director, CTS Inc.(°) | ||
| 12. Director, Hung Rouan Investment Corp.(°) | ||
| 13. Director, Taiwan Public Television Service Foundation(°) | ||
| 14. Director, Chew's Culture Foundation(°) | ||
| 15. Director, SanCode Education Foundation(°) | ||
| 16. Director, Chiang Ching-kuo Foundation for International Scholarly Exchange(°) | ||
| 17. Director, AiSails Power Inc.(°) | ||
| 18. Director, Himalaya VC Management Corp.(°) | ||
| 19. Director, One Song Inc.(°) | ||
| 20. Director, RePV Tech Inc.(°) | ||
| 21. Director, C. F. Koo Foundation(°) | ||
| 22. Director, Acer Foundation.(°) | ||
| 23. Director, Yu Chi-Chung Cultural & Education Foundation(°) | ||
| 24. Director, Center for Asia-Pacific Resilience and Innovation(°) | ||
| 25. Director, Ambi Venture Management Co.(°) | ||
| 26. Executive Director, Spring Foundation of NCTU(°) | ||
| 27. Director, Alliance Cultural Foundation(°) |
44
| Type | Name | All Current Position (Note 1) |
|---|---|---|
| Director | Hung Rouan Investment Corp. Legal Representative: Maverick Shih | |
| (Acct. No:0005978) | 1. Chairman, Acer Cyber Security Incorporated | |
| 2. Chairman, Acer Synergy Tech Corp. | ||
| 3. Director, Acer Synergy Manpower Corp. | ||
| 4. Director, Acer e-Enabling Service Business Inc. | ||
| 5. Director, AOPEN Inc. | ||
| 6. Chairman, Acer Being Signage Inc.(°) | ||
| 7. Chairman, Acer e-Enabling Data Center Incorporated(°) | ||
| 8. Chairman, Acer Cloud Technology (Taiwan) Inc.(°) | ||
| 9. Director, Shanghai AST Technology Service Ltd.(°) | ||
| 10. Chairman, SATORO TAIWAN INC.(°) | ||
| 11. Chairman, MAVS LAB. INC.(°) | ||
| 12. Director, Acer Being Communication Inc.(°) | ||
| 13. Director, Acer ITS Inc.(°) | ||
| 14. Director, Chongqing Xiantao Frontier Consumer Behavior Big Data Co., Ltd. (°) | ||
| 15. Director, Allxon Inc.(°) | ||
| 16. Vice Chairman, Monte Jade Science and Technology Association(°) | ||
| 17. Chairman, Acer Cloud Technology (US), Inc.(°) | ||
| 18. Chairman, Acer Cloud Technology Inc.(°) | ||
| 19. Director, Acer Synergy Tech America Corporation (°) | ||
| Independent Director | Lora Ho | |
| (Acct. No:0337648) | 1. Senior Vice President of Corporate Sustainability, Taiwan Semiconductor Manufacturing Co. Ltd. | |
| 2. Director, Taiwan Climate Partnership | ||
| 3. Director, TSMC Education & Culture Foundation(°) | ||
| 4. Director, TSMC Charity Foundation(°) | ||
| 5. Director, Junyi Academy Foundation(°) | ||
| 6. Director, SINOCON Industrial Standards Foundation(°) | ||
| 7. Director, Chapel of angels Foundation(°) | ||
| 8. Director, Old Tree Environmental Protection Foundation(°) | ||
| Independent Director | Yuri, Kure | |
| (Acct. No:1018823) | None | |
| Independent Director | Yang, Pan-Chyr | |
| (Acct. No:1128441) | 1. Independent Director, Realtek Semiconductor Corporation | |
| 2. Chairman, Diamond Biofund Inc. | ||
| 3. Independent Director, aetherAl Co., Ltd. | ||
| 4. Director, Everbright Biofund(°) | ||
| 5. Director, Taishin Venture Capital Co., Ltd.(°) | ||
| 6. Chairman, TwHealth Nexus Inc.(°) | ||
| 7. Director, Taiwan AI Labs(°) | ||
| 8. Vice President, Institute for Biotechnology and Medicine Industry(°) | ||
| 9. President, NTU YongLin Institute of Health(°) | ||
| 10. Academician, Academia Sinica(°) | ||
| 11. Distinguished Professor, National Taiwan University(°) | ||
| Independent Director | Ho Mei-yueh | |
| (Acct. No:1128442) | 1. Independent Director, ASE Technology Holding Co., Ltd. | |
| 2. Independent Director, Center Laboratories Inc. | ||
| 3. Director, Kinpo Electronics, Inc. | ||
| 4. Director, Onward Therapeutics, Inc.(°) |
Note 1: The mark of (°) refers to Non-Publicly Traded Company
45
Appendix 1
Acer Incorporated Articles of Incorporation (Upon Being Amended)
CHAPTER I – GENERAL PROVISIONS
Article 1 This Company shall be incorporated in accordance with the Company Law, and its name shall be 宏碁股份有限公司 in the Chinese language, and Acer Incorporated in the English language.
Article 2 The scope of business of this Company shall include the following:
(1) F113050 Wholesale of Computing and Business Machinery Equipment
(2) F213030 Retail Sale of Computing and Business Machinery Equipment;
(3) F118010 Wholesale of Computer Software;
(4) I301010 Software Design Services;
(5) I301020 Data Processing Services;
(6) F401010 International Trade;
(7) JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
(8) JE01010 Rental and Leasing Business;
(9) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
(10) CC01070 Telecommunication Equipment and Apparatus Manufacturing;
(11) CC01110 Computers and Computing Peripheral Equipment Manufacturing
(12) CD01060 Aircraft and Parts Manufacturing;
(13) E701030 Restrained Telecom Radio Frequency Equipment and Materials Construction;
(14) F113070 Wholesale of Telecom Instruments;
(15) IZ13010 Internet Identify Services;
(16) F108031 Wholesale of Drugs, Medical Goods;
(17) F208031 Retail Sale of Medical Equipments;
(18) F108021 Wholesale of Western Pharmaceutical
(19) F208021 Retail Sale of Western Pharmaceutical
(20) IC01010 Medicine Inspection
(21) IG01010 Biotechnology Services
(22) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 This Company may, for its business operations or other investment matters, make endorsements or issue guarantees.
Article 4 The total amount of investment made by this Company shall be exempt from the restriction under Article 13 of the Company Law.
Article 5
The headquarters of this Company shall be located in Taipei City, Taiwan, R.O.C. If the Company considers it necessary, it may, by a resolution adopted at a meeting by the board of directors, set up branch offices in Taiwan or abroad.
CHAPTER II – CAPITAL STOCK
Article 6
The total amount of this Company capital stock is NT$ forty (40) billion divided into 4 billion shares at par value of NT$10 per share, within which the board of directors is authorized to issue shares in installments. NT$ two and half billion of the aforesaid total capital stock, divided into 250 million shares each at a par value of NT$10, is reserved for exercising stock options.
Article 6-1
When this Company issues employee stock options, transfers treasury stock to employees, issues new shares reserved for subscription by employees, and issues restricted stock for employees, the employees of subsidiaries of this Company may be included. Qualification requirements of the employees who are entitled to receive it may be set and specified by the Board of Director.
To issue employee stock options that the exercise price may be lower than the closing price of this Company stocks as of the issue date, this Company must have obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares.
To transfer shares to employees at less than the average actual repurchase price, this Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares.
Article 7
The Company may be exempted from printing any share certificate for the shares issued, but shall register the issued shares with a centralized securities depository institution in accordance with relevant regulations and rules requested by that institution.
Article 8
All matters concerning shares shall be handled in accordance with the regulations of the competent authority except as otherwise provided by law.
CHAPTER III – SHAREHOLDERS’ MEETINGS
Article 9
Shareholders’ meetings of this Company are classified into (1) regular meetings and (2) special meetings. The board of directors shall convene regular meetings within six months after the close of each fiscal year. Special meetings shall be convened, whenever deemed necessary in accordance with the law.
The shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority, and the Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
Article 10
Where a shareholder is unable to attend a meeting; such shareholder may appoint a proxy by using the proxy form, which shall specify the scope of proxy and be signed and sealed by the shareholder. Where one person has been appointed to act as proxy for more than two shareholders, unless such person is engaged in the trust business, the votes exercised by such person which exceeding three percent (3%) of all the issued and outstanding capital stock of this Company shall not be counted.
The above-mentioned proxies shall be made pursuant to the requirements of the competent authority in charge of securities affairs, and delivered to this Company five (5) days before the shareholders’ meeting. In such a case, only the proxy received earlier shall be effective.
Article 11
Except as otherwise provided by the Company Law, a resolution may be adopted by the holders of a simple majority of the votes of the issued and outstanding capital stock represented at a shareholders’ meeting at which the holders of a majority of issued and outstanding capital stock are present.
CHAPTER IV – DIRECTORS AND COMMITTEE
Article 12
This Company shall have seven (7) – eleven (11) directors, to be elected from the nominees listed in the roster of director with the candidate nomination system. The term of office for directors and supervisors shall be three (3) years. The directors are eligible for re-election. The total capital stock held by all directors shall not be less than the percentage provided by the competent authority. The Company may buy the Responsibility Insurance for the Directors who have to be responsible for the damages caused by their duties.
The Company shall establish three (3) or more independent directors to be included in the number of directors designated in the preceding paragraph, and the number of independent directors shall be not less than one-third of the total number of directors. The elections for independent directors shall proceed with the candidate nomination system; the shareholders shall elect independent directors from among the nominees listed in the roster of independent director candidates.
Article 12-1
The Company shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of Supervisors specified under the ROC Company Law, Securities and Exchange Act and other relevant laws and regulations.
Article 13
The Board of Directors shall consist of directors of the company, and the chairman of the Board of Directors shall be elected by a majority of directors in attendance at a meeting attended by over two-thirds of the Board of Directors. The chairman of the Board of Directors shall represent this Company in external matters. The Board of Directors shall place any kinds of committee includes and so on.
The meeting of the Board of Directors shall be convened in accordance with the Company Law and relevant regulations of competent authority; the notice of the meeting may be made by electronic mail or facsimile transmission.
Article 14
The board of directors shall have the following authority:
(1) To audit and supervise annual operation plan,
(2) To determine the budget and review final accounts,
(3) To propose earnings appropriation or make up for loss,
(4) To propose increase or decrease capital plan,
(5) To consider significant capital expenditure plans,
(6) To establish branch offices or terminate branch offices,
(7) To propose and discuss amendments to the Articles of Incorporation,
(8) To decide important contracts or other important matters,
(9) To decide whether to invest in other business or whether to dispose of shares of investment business,
(10) To review the major dealings between the Company its related partners (including affiliated companies),
(11) To appoint or remove the president and/or the vice president,
(12) To dispose of or purchase important property and approve the bylaws, and
(13) Other authorities granted by shareholders or in accordance with the law.
Article 15
Where the chairman of the board of directors is on leave or cannot exercise his powers or perform his duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Law. Where a director is unable to attend the meeting of the board of directors, he may appoint another director as his proxy to attend the meeting by issuing a letter of proxy. Each director can act as a proxy for only one other director.
Article 16
Unless otherwise provided for in the Company Law, resolutions of the board of directors shall be adopted by one-half of the directors at a meeting attended by one-half of the directors.
Article 16-1
The Board of Directors is authorized to determine the compensation recommended by the Remuneration Committee for the directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has profit or suffered loss.
Where there is profit in each fiscal year, after covering the accumulated losses, not more than eight thousandths (8‰) of the profit shall be distributed as remuneration of directors; the standard for distribution of remuneration will be recommended by Remuneration Committee and determined by the Board of Directors.
CHAPTER V – MANAGERS
Article 17
This Company may have one CEO, several presidents and vice presidents. The appointment, removal, and compensation of the president and vice presidents shall be made in accordance with Article 29 of the Company Law.
CHAPTER VI – ACCOUNTING
Article 18
At the end of each business fiscal year, the following reports shall be prepared by the board of directors, and shall be submitted to the shareholders’ meeting for approval:
(1) Business Report;
(2) Financial Report;
(3) Proposal of Appropriation of Net Profit or the Covering of Losses.
Article 19
As the industry prosperity and the trends rapidly changed, the dividends strategy of the Company depends on yearly earnings and external environments, therefore, cash dividends of this Company shall be distributed at least ten percent of yearly dividends for complying with related regulations.
Article 20
Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 4% of the profit shall be distributed as employees’ compensation; Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 1.5% of the profit shall be distributed as non-executive employees’ compensation.
The employees’ compensation in the previous section may be distributed in the form of either cash or stock bonus, and may be distributed to the employees of subsidiaries of this Company. Qualification requirements of the employees who are entitled to receive the employees’ compensation may be specified by the Board of Directors.
Article 21
Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes, making up losses of previous year, this Company shall first set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total paid-in capital. Thereafter, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to shareholders as bonuses. Except distribution of reserve in accordance with competent laws and regulations, the Company shall not pay dividends or bonuses when there is no profit.
The distributable dividends and bonuses in whole or in part will be paid in cash by this Company after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
CHAPTER VII – SUPPLEMENTARY PROVISIONS
Article 22
The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation.
Article 23
These Articles of Incorporation were approved on June 19, 1979
The first amendment was approved on December 17, 1980
The second amendment was approved on September 10, 1981
The third amendment was approved on August 10, 1983
The fourth amendment was approved on September 2, 1983
The fifth Amendment was approved on May 10, 1985
The sixth amendment was approved on August 1, 1985
The seventh amendment was approved on October 1, 1986
The eighth amendment was approved on April 2, 1987
The ninth amendment was approved on November 15, 1987
The tenth amendment was approved on March 15, 1989
The eleventh amendment was approved on April 26, 1989
The twelfth amendment was approved on October 15, 1989
The thirteenth amendment was approved on November 22, 1989
The fourteenth amendment was approved on February 23, 1990
The fifteenth amendment was approved on May 15, 1990
The sixteenth amendment was approved on August 1, 1990
The seventeenth amendment was approved on December 27, 1990
The eighteenth amendment was approved on June 22, 1991
The nineteenth amendment was approved on December 10, 1991
The twentieth amendment was approved on June 10, 1992
The twenty-first amendment was approved on October 23, 1992
The twenty-second amendment was approved on February 17, 1993
The twenty-third amendment was approved on May 31, 1993
The twenty-fourth amendment was approved on March 24, 1994
The twenty-fifth amendment was approved on April 26, 1996
The twenty-sixth amendment was approved on April 26, 1996
The twenty-seventh amendment was approved on June 25, 1997
The twenty-eighth amendment was approved on May 29, 1998
The twenty-ninth amendment was approved on May 28, 1999
The thirtieth amendment was approved on May 23, 2000
The thirty-first amendment was approved on May 17, 2001
The thirty-second amendment was approved on December 17, 2001
The thirty-third amendment was approved on June 19, 2002
The thirty-fourth amendment was approved on June 17, 2004
The thirty-fifth amendment was approved on June 14, 2005
The thirty-sixth amendment was approved on June 15, 2006
The thirty-seventh amendment was approved on June 14, 2007
The thirty-eighth amendment was approved on June 13, 2008
The thirty-ninth amendment was approved on June 18, 2010
The fortieth amendment was approved on June 15, 2012
The forty-first amendment was approved on June 19, 2013. These amendments to Acer's Articles of Incorporation shall be enforced and applied from June 2014 of expiration of the term currently being served by the Board of Directors or Supervisors
The forty-second amendment was approved on June 18, 2014
The forty-third amendment was approved on June 24, 2016
The forty-fourth amendment was approved on June 14, 2019
The forty-fifth amendment was approved on June 10, 2022
The forty-sixth amendment was approved on May 31, 2024.
The forty-seventh amendment was approved on May 29, 2025
50
Appendix 2
Acer Incorporated
Regulations Governing Election of Directors
Article 1 Unless otherwise prescribed by the Company Law, relevant laws and regulations, or the Company's Articles of Incorporation, these Regulations shall govern the election of the Company's directors.
Article 2 Company's directors shall be elected from those shareholders who are on the candidate list for director positions announced by the Company by adopting the candidate nomination system.
Article 3 Company's directors shall be elected through cumulative voting.
Article 4 When electing the Company's directors, each share shall be entitled to one vote for each director to be elected. The holder of the shares may cast all votes for one candidate, or may distribute the votes among several candidates.
Article 5 The candidates for independent directors or non-independent directors who receive the most votes for the position of director, with voting rights separately calculated for independent and non-independent director positions, shall win the election separately, and such number shall be in compliance with the number of positions for director provided for in the Articles of Incorporation. In the event two or more candidates receive the same number of votes beyond a quota, the winner shall be determined by drawing lots. One lot may be drawn by the chairman for each of the absentees.
Article 6 (Deleted)
Article 7 The board of directors shall, upon preparing the ballots, have the ballots numbered in a series and enter the voting power on each ballot.
Article 8 During the election, the chairman shall appoint vote inspectors and vote counters from among the shareholders in attendance to take charge of inspecting and counting the votes.
Article 9 A ballot box shall be provided by the board of directors and shall be kept in public view by the monitor before the vote.
Article 10 Voters shall fill in candidate's name and shareholder's account number on the ballot, and if candidate is not a shareholder, the candidate's ROC Identification Card Number (or for foreigner candidates, the candidate's passport number); voters shall drop the ballots into the ballot box. In the event a legal entity is a candidate, both the full registered name of the legal entity and the name of its legal representative shall be entered on the ballot.
Article 11 A ballot shall be null and void if such ballot:
- Is not dropped into the ballot box;
- Is not on a ballot prepared by the Company;
- Is not filled out by voter and is blank;
- Contains the name of a candidate who is a shareholder, but his or her shareholder's account number and the name under which the shares are registered, do not comply with the register of shares;
- Contains any words or notations other than the candidate's name or the shareholder's account number;
- Contains any alteration to the candidate's name, shareholder's account number, and voting power;
- Contains words or marks which are illegible or unrecognizable; or
- Contains the name of a candidate, but fails to list the shareholder's account number, or his or her ROC Identification Card Number (or Passport Number) so as to identify such person.
Article 12 The vote inspector and vote counter shall monitor the opening of the ballots, and the chairman shall announce the results immediately thereafter.
Article 13 These Regulations and any amendments hereto shall enter into force when approved by a resolution at a Shareholders' Meeting.
Article 14 These regulations were enacted on February 17, 1993
The first amendment was made on December 17, 2001
The second amendment was made on June 19, 2002
The third amendment was made on June 18, 2014
Appendix 3
Shareholdings of All Directors as of March 31, 2026
| Title | Name | Number of Shares |
|---|---|---|
| Chairman | Jason Chen | 11,619,536 |
| (Note 1) | ||
| Director | Hung Rouan Investment Corp. | |
| Legal Representative: Stan Shih | 73,629,933 | |
| Director | Maverick Shih | 10,141,777 |
| Independent Director | Ching-Hsiang Hsu | 0 |
| Independent Director | Yuri, Kure | 0 |
| Independent Director | Pan-Chyr Yang | 0 |
| Independent Director | Mei-Yueh Ho | 0 |
| TOTAL | 95,391,246 | |
| (Note 2) |
Note 1: Including the shares of 8,986,056 which held by the investment company wholly owned by Mr. Jason Chen.
Note 2: (1) The current number of issued shares in the Company as of March 31, 2026: 3,047,853,828 common shares.
(2) Given that the independent directors of the Company exceed one-half of the total director seats and an audit committee has been established legally, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors shall not apply.
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