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AGM — AGM Information 2026
Apr 24, 2026
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AGM Information
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TSE 6908
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Acer Gaming Inc.
Agenda of 2026 General Shareholders’ Meeting
Date:May 25, 2026
Venue:3F, 88, Sec. 1, Xintai 5[th] Rd., Xizhi Dist., New Taipei City 221
Disclaimer
This is a translation of the 2026 General Shareholders’ Meeting Agenda of Acer Gaming Inc. (the “Company”). The translation is intended for reference only and nothing else, the Company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the Agenda shall govern any and all matters related to the interpretation of the subject matter stated herein.
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TABLE OF CONTENTS
A. Meeting Agenda
-
Report Items
-
Proposed Items for Ratification and Discussion
-
Extemporary Motion
B. Attachment
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Business Report for the Year 2025
-
Audit Committee’s Review Report
-
Financial Statements for the Year 2025
-
Profit Appropriation Statement for the Year 2025
C. Appendix
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Regulations for the Conduct of Shareholders’ Meeting
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Articles of Incorporation
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Shareholdings of All Directors
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Meeting Agenda
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⚫ Time:9:00 a.m., Monday, May 25, 2026
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⚫ Venue:3F, 88, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City 221
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⚫ Meeting Type:Physical shareholders’ meeting
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Report Items
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(1) Business Report for the Year 2025
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(2) Audit Committee’s Review Report
-
(3) Report on the Execution of the Distribution of Cash Dividend, Employees'
Profit-Sharing Bonus and Board Directors' Compensation for the Year 2025
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Proposed Items for Ratification and Discussion
-
(1) Ratification Proposal of the Financial Statements, Business Report, and the
Profit Appropriation Statement for the Year 2025
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Extemporary Motion
-
Meeting Adjourned
3
1. Report Items
- (1) Business Report for the Year 2025
Explanatory Notes: Please refer to Attachment 1, pages 6 to 9.
- (2) Audit Committee's Review Report
Explanatory Notes: Please refer to Attachment 2, page 10.
- (3) To Report Execution of the Distribution of Cash Dividend, Employees' ProfitSharing Bonus, Board Directors' Compensation for the year 2025
Explanatory Notes:
-
The Distribution of Cash Dividend for the year 2025
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a. In accordance with Article 23 of the Article of Incorporation, the distributable dividends and bonuses, capital reserves, or legal surplus reserves in whole or in part will be paid in cash by the 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.
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b. The total accumulative earnings available for appropriation is NT$ 46,113,007 and plan to distribute the cash dividend of NT$ 46,103,200 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$1.24 per share. Rounded down to NT$1 and the residue will be calculated and booked as the Company's other income.
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c. The record date for ex-dividend is temporarily set on July 3rd, 2026, and the distribution date is set on July 23rd, 2026. Should the dates above be adjusted due to the amendment of laws or
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regulations, or request by competent authorities, the Chairman is authorized with full power to adjust accordingly.
- Employees' Profit-Sharing Bonus and Board Directors' Compensation for
the year 2025
The Board of Directors approved the proposal of employees' 2025 profit sharing bonus and Board Directors' compensation on March 9th, 2026.
The employees' profit-sharing bonus and Board Directors'
compensation are to be distributed in cash:
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a. The total amount of employees' 2025 profit sharing bonus is NT$ 5,900,000.
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b. The total amount of Board Directors' 2025 compensation is NT$
-
536,000.
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2. Proposed Items for Ratification and Discussion
Item 1
Proposal : Ratification Proposal of the Financial Statements, Business Report,
and the Profit Appropriation 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 Steven Shih and CPA Phyllis Chang of KPMG.
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(2) The Business Report for the year 2025, the forementioned Financial Statements, and the Profit Appropriation Statement for the Year 2025 are attached hereto as Attachment 1, pages 6 to 9, Attachment 3, pages 11 to 26, and Attachment 4, pages 27, which have been approved by the Audit Committee and resolved by the Board of Directors.
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(3) Please ratify.
Resolution:
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3. Extemporary Motion
4. Meeting Adjourned
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Attachment 1
Business Report
Acer gaming is a brand extension of the Acer Group's gaming and esports business. By integrating channel agency and content production capabilities, it has built a comprehensive industry chain deployment. The Company is PlayStation's sole agent in Taiwan under Sony, and has obtained agency rights in the Philippines, Hong Kong, and Singapore. It has long maintained a grasp of local sales and player trends, and feeds market data back to upstream content production to improve project efficiency and success rates. Meanwhile, amid the growing trend of demand for AAA game outsourcing, the order-taking model of its subsidiary, Winking Studios Limited, which is primarily based on long-term projects, helps strengthen operational stability. Overall, the Company has transformed from a single agency model into a dual-engine operating structure combining agency and OEM, with both growth momentum and resilience.
In 2025, Acer Gaming achieved steady growth in overall operations through the concerted efforts and close cooperation of all employees. Annual revenue reached a record high, with consolidated revenue amounting to NT$5,522,822 thousand, representing a 28.4% increase over the previous year, demonstrating that the Company's strategic deployment and execution results are gradually becoming evident and laying a more solid foundation for future development.
I. 2025 Operating Results
- Results of implementation of business plan
In 2025, the Company's consolidated operating revenue was NT$5,522,822 thousand, operating gross profit was NT$638,697 thousand, and net operating profit after deducting operating expenses was NT$82,659 thousand. Net profit after tax for the full year was NT$50,533 thousand. Basic earnings per share after tax were NT$1.44. Operating revenue increased by 28.4% over the previous year, and operating gross profit increased by 34.5% year-over-year, indicating that while expanding its revenue scale, the Company also effectively optimized its product mix and cost structure, with gross profit levels continuing to improve, fully demonstrating the concrete results of the management team's efforts to strengthen profitability.
- Budget implementation
The Company did not publicly disclose a financial forecast for 2025. Based on the actual operating conditions for the year, consolidated revenue for 2025 was NT$5,522,822 thousand, operating gross profit was NT$638,697 thousand, and net operating profit after deducting operating expenses was NT$82,659 thousand. Net profit after tax for the full year was NT$50,533 thousand. Basic earnings per share after tax were NT$1.44.
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- Analysis of financial income and expenditure and profitability (consolidated financial information):
Unit: NTD Thousands
| Item | Year | 2025 |
2024 |
|---|---|---|---|
| Amount | Amount | ||
| Financial income and expenditure |
Operating revenue | 5,522,822 | 4,302,610 |
| Operating gross profit | 638,697 | 474,726 |
|
| Net profit for the period attributable to owners of the parent |
50,533 | 47,543 |
|
| Profitability | Return on total assets (%) | 1.86 | 1.82 |
| Return on equity (%) | 4.35 | 4.06 |
|
| Net profit margin (%) | 0.91 | 1.10 |
|
| Earnings Per Share (NT$) | 1.44 | 1.36 |
II. Summary of 2026 Operating Plan
- Business policy
Since its establishment, Acer Gaming has taken building a comprehensive gaming ecosystem as its core mission and is committed to providing players with a comprehensive and high-quality product and service experience. To specifically fulfill this mission, the operating focus for 2026 will be on strengthening the service depth and operating efficiency of existing agency brands, while continuing to expand overseas market deployment and actively developing diverse game brand agency opportunities. In addition, it will further consolidate and integrate upstream and downstream resources in the gaming industry, strengthen the synergies of industry chain linkages, leverage overall operational synergies, and enhance the enterprise's long-term competitiveness and value creation capabilities.
- Expected production and sales volume and basis thereof
In accordance with the relevant forecasting procedures in "Sales Forecasting and Planning Operations" under the "Sales and Collection Cycle," the Company formulates plans and forecasts for the quantity and amount of game consoles and peripheral products to be sold in future years, taking into account trends in the gaming industry environment, the product life cycles of major game brands, and the expected launch schedules of major game titles.
- Important Production and Sales Policies
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The Company expects to strengthen its long-term development advantages through the following actions:
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(1) Develop a diversified agency business for esports and gaming peripheral products: In addition to continuing to consolidate its existing core agency business, Acer Gaming will actively expand its esports and gaming peripheral product lines, covering items such as controllers, professional headsets, virtual reality (VR) devices, and esports chairs, and will focus on enhancing product quality and differentiated positioning to meet the needs of high-end players and brand-loyal customer groups, thereby strengthening the completeness and added value of the overall product portfolio.
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(2) Strengthen market promotion and sales deployment of game consoles and peripheral products:
Leveraging Acer Gaming's leading position in gaming channels, the experience accumulated through long-term cultivation of the industry, and the solid relationships established over the years with original manufacturer partners, it will further deepen the scope of cooperation with original manufacturers. Based on the characteristics of different regional markets and consumer preferences, localized marketing strategies and sales plans will be formulated to ensure that product portfolios and promotional content align closely with the needs of local players, thereby enhancing market penetration and sales performance.
- (3) Continue to expand international and emerging market presence:
In addition to consolidating its existing operating markets, in view of the strong growth momentum in game demand in Asia and Southeast Asia, Acer Gaming will continue to deploy overseas locations and improve product acceptance in local markets through localized content adjustments and cultural adaptation strategies. In response to the characteristics of emerging markets, it will promote customized marketing planning and a comprehensive local support system to strengthen brand competitiveness and the foundation for long-term development.
- (4) Deepen the integrated deployment of upstream and downstream sectors in the gaming industry:
Currently, Acer Gaming already possesses integrated sales and marketing capabilities in the downstream gaming industry, and through its reinvestment in Winking Studios , it has further expanded into the upstream fields of game outsourcing and R&D, strengthening its content production and technology development capabilities. In the future, it will also actively seek strategic alliances or investment deployment with partners in the industry that have growth potential. Through the integration of upstream and downstream resources, a more complete gaming ecosystem is being built, which not only provides consumers with a
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comprehensive product and service experience, but also helps enhance Acer Gaming's overall competitive advantages and value creation capabilities in the global market.
III. Future development
Acer Gaming will make overall deployment across multiple dimensions including hardware products, game content, online services, and peripheral merchandise, and will comprehensively enhance market competitiveness through continuous innovation, deepening of brand value, and the promotion of precise marketing strategies. In the face of the rapidly changing global gaming market, Acer Gaming will adopt flexible and responsive operating strategies to actively seize opportunities in emerging markets and directions in technological development, so as to ensure the enterprise's long-term steady growth and sustainable development potential.
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(1) Develop online services and subscription platforms: As the degree of digitalization in the gaming industry continues to increase, player demand for digital downloads and online subscription services continues to grow. Acer Gaming will expand online service content related to PlayStation 5 (PS5) and assess the feasibility of developing its own subscription platform, providing a more differentiated and value-added gaming experience through an integrated service model.
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(2) Strengthen brand image and marketing strategies: In the field of digital marketing, it will continue to deepen social media operations and make good use of resources on video platforms such as YouTube , combining cooperation with game streamers and content creators to increase brand exposure and market visibility. Meanwhile, the Company plans a range of online and in-person events and competitions to foster stronger consumer engagement and build brand loyalty and community engagement.
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(3) Proactively innovate and deploy forward-looking technologies: In response to the maturing development of emerging technologies such as virtual reality (VR) and augmented reality (AR), Acer Gaming will continue to invest in research and applications in related fields, develop game content and hardware devices supporting forward-looking technologies, strive to provide a more immersive and interactive entertainment experience, and strengthen its technological competitive advantages.
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(4) Implement environmental protection principles and sustainable development: As global environmental awareness increases, market attention to green products is also increasing. Acer Gaming will introduce more environmental protection measures in hardware design, process management, and product packaging, and will actively communicate the enterprise's commitment to environmental
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protection and sustainable operations in order to respond to social expectations and enhance the enterprise's long-term value.
- IV. Impacts from the external environment, regulatory environment, and overall operating environment
In recent years, the global gaming industry has been facing significant and far-reaching changes. Esports and cloud gaming have gradually become key trends in industry development and are reshaping the market structure of traditional console gaming; meanwhile, as virtual reality (VR) and augmented reality (AR) technologies become increasingly mature, future gaming experiences will develop toward greater immersion and interactivity. In addition, the popularity of digitalization and online gaming has made player data protection and information security issues increasingly important, becoming core issues in corporate operations that cannot be ignored.
On the other hand, fluctuations and uncertainties in the global economic environment, together with Acer Gaming's active expansion of its overseas market presence and exposure to exchange rate fluctuations in different countries, have all made cost control and revenue forecasting subject to greater challenges and variables.
Despite the changes and challenges in the overall external environment, Acer Gaming will continue to strengthen its product introduction and distribution strategies, carefully select high-quality game content, satisfy consumer needs, respond to rapidly evolving market trends, and steadily advance the Company's long-term development objectives.
V. Summary
Since its establishment in 2020, Acer Gaming has steadily advanced and continued to grow in all aspects of its business, with its operating scale and market deployment becoming increasingly complete. Here, we would like to express our sincere gratitude to all shareholders for their long-term support and encouragement of the Company, and also thank all employees for their professional dedication and hard work, which have enabled the Company to steadily move toward its established development goals.
Looking ahead, Acer Gaming's management team will continue to refine its operating strategies, deepen its core competitive advantages, expand its diversified product and service deployment, strengthen its industry chain integration capabilities, and respond to shareholders' trust and expectations with steady operating results and long-term value creation.
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Chairman: Corporate Officer: Accounting Officer:
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Attachment 2
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements, and the Proposal for profit appropriation. CPA Steven Shih and CPA Phyllis Chang from KPMG were retained to audit Acer Gaming Inc's Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and Proposal for profit appropriation have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Gaming Inc 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 Gaming Inc.
Convener of the Audit Committee : Wen-Yueh Chan
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March 9, 2026
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Attachment 3
Independent Auditors' Report
Board of Directors of Acer Gaming Inc.,
Opinion
We have audited the consolidated Balance Sheet of Acer Gaming Inc. as of December 31, 2025 and 2024, and consolidated Statement of Comprehensive Income, consolidated Statement of Changes in Equity, consolidated Statement of Cash Flows, and the Notes to consolidated Financial Statements, including a summary of significant accounting policies for the years then ended.
In our opinion, based on the audit results of the independent auditors and the audit report of other accountants, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Acer Gaming Inc. 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 Regulation Governing the Preparation of Financial Reports by Securities Issuers.
Basis for the Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards 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 Gaming Inc. in accordance with the Norm of Professional Ethics for Certified Public Accountants 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 for our opinion.
Emphasis of Matter
As described in Note 4(2) to the consolidated financial statements, Acer Gaming Inc. acquired 100% of the equity interest in ACER TECHNOLOGY AND BUSINESS DEVELOPMENT PTE. LTD., a consolidated subsidiary of its parent company, Acer Inc., in January 2025. With reference to Interpretation Letter No. (101) Ji-Mi-Zi No. 301 issued by the Accounting Research and Development Foundation, R.O.C. (Taiwan), and the IFRS 3 Q&A “Accounting Treatment for Business Combinations Under Common Control” issued on October 26, 2018, the transaction was determined to be an organizational restructuring under common control and, accordingly, should be accounted for as if the combination had occurred from the beginning of the reporting period. Accordingly, Acer Gaming Inc. and its subsidiaries have prepared the consolidated financial statements for the year ended December 31, 2025, and restated the consolidated financial statements for the year ended December 31, 2024, on that basis. Our audit opinion is not modified in respect of this matter.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 consolidated financial statements of Acer Gaming Inc.. 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. We determined that the key audit matters that shall be communicated in the report are as follows:
I. Impairment Assessment of Goodwill
For the accounting policies relating to impairment of non-financial assets, please refer to Note 4(12) to the consolidated financial statements. For the accounting estimates and uncertainties relating to the impairment assessment of goodwill, please refer to Note 5(1). For further details of the impairment assessment of goodwill, please refer to Note 6(9).
Description of Key Audit Matter:
Acer Gaming Inc. and its subsidiaries recognized goodwill arising from the acquisition of subsidiaries. Goodwill is required to be tested for impairment annually, or more frequently whenever there is an indication of impairment.
The assessment of the recoverable amount of the cash-generating units (“CGUs”) to which goodwill has been allocated requires management to exercise significant judgment and make estimates regarding future cash flows and key assumptions. Due to the complexity involved and the high degree of estimation uncertainty, the impairment assessment of goodwill was considered one of the key audit matters in our audit of the consolidated financial statements.
How the Matter Was Addressed in Our Audit:
Our principal audit procedures in respect of the above key audit matter included assessing management’s identification of the CGUs to which goodwill was allocated, and examining whether the carrying amounts of assets attributable to each CGU had been completely included. We also evaluated the reasonableness of the basis used by management in determining the recoverable amounts and the key assumptions applied thereto, primarily including projected revenue growth rates and weighted average cost of capital (“WACC”). In addition, we assessed the reliability of management’s historical forecasting accuracy and performed sensitivity analyses on the aforementioned significant assumptions. Furthermore, we involved our internal valuation specialists to evaluate the calculation of the WACC and the reasonableness of the assumptions applied thereto, and assessed whether Acer Gaming Inc. had appropriately disclosed the relevant information relating to the impairment assessment of goodwill.
II. Recognition of Service Revenue and Contract Assets
For the accounting policies relating to revenue recognition, please refer to Note 4(13) to the consolidated financial statements.
Description of Key Audit Matter:
Acer Gaming Inc. and its subsidiaries provide services including professional game art production and technical support services to corporate customers, and recognize contract assets and service revenue when individual performance obligations are satisfied either at a point in time or over time. Service revenue is measured based on the contractually agreed consideration. For performance obligations satisfied over time, revenue is recognized based on the proportion of services rendered to total services as of the reporting date. Depending on the contractual terms,
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such proportion is determined by reference to completed deliverables, elapsed time, or achievement of contractual milestones. Accordingly, the accuracy of the recognition of service revenue and contract assets was considered one of the key audit matters in our audit of the consolidated financial statements.
How the Matter Was Addressed in Our Audit:
Our principal audit procedures in respect of the above key audit matter included obtaining an understanding of and evaluating the reasonableness of management’s assumptions and methodologies applied in recognizing contract assets and revenue. We also obtained an understanding of and tested the design and operating effectiveness of key internal controls over the recognition of contract assets and revenue. In addition, we selected samples of contracts to inspect contractual terms for the identification of performance obligations, and tested the reasonableness of the supporting data used in calculating the proportion of services rendered to total services.
Other Matter
Acer Gaming Inc. 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 the Management and Those Charged with Governance for the Consolidated Financial Statements
The responsibility of the management is to prepare the fair consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain the necessary internal control related to the preparation of the consolidated financial statements to ensure that the consolidated financial statements are free from material misstatement due to fraud or error. In preparing the consolidated financial statements, the management is responsible for assessing Acer Gaming Inc.'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 Acer Gaming Inc., or cease operations, or has no realistic alternative but to do so. Those charged with governance, including the Audit Committee, are responsible for overseeing the financial reporting process of Acer Gaming Inc ..
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. Reasonable assurance is a high level of assurance. However, the auditing conducted in accordance with the auditing standards of the Republic of China cannot guarantee that it will be able to detect material misstatements in the consolidated financial statements. Misstatement can arise from fraud or error. If the individual or aggregate amount of the misstatement can reasonably expect to affect the economic decisions made by users of the consolidated financial statements, they are considered material. We exercise professional skepticism during the audit in accordance with the auditing standards. We also performed the following tasks:
- I. 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
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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.
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II. 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 internal control Acer Gaming Inc..
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III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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IV. 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 the Acer Gaming Inc.'s ability to continue as a going concern. If we conclude that 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 Gaming Inc. to cease to continue as a going concern.
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V. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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VI. Obtain sufficient appropriate audit evidence regarding the financial information of investees accounted for using the equity method to express an opinion on the consolidated 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 all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable (including relevant protection measures).
From matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2025 consolidated financial statements of Acer Gaming Inc. and are, therefore, 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.
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The engagement partners on the audit resulting in this independent auditors’ report are Shih, WeiMing and Chang, Chun-I.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
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.
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Acer Gaming Inc.
Consolidated Balance Sheet
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025.12.31 | % | 2024.12.31(Restated) | % | |||
|---|---|---|---|---|---|---|
| Assets | ||||||
Current Assets: |
||||||
| 1100 | Cash and cash equivalents (note 6(1)) | $ | 1,117,127 | 28 | 1,452,949 |
41 |
| Financial assets measured at fair value through profit | ||||||
| 1110 | 650 | - | - |
- | ||
| or loss- current (note 6(2)) | ||||||
| 1140 | Contract assets-current (note 6(17)) | 194,135 | 5 | 117,863 |
3 | |
| Notes and accounts receivable, net (notes 6(3) & | ||||||
| 1170 | 641,262 | 16 | 427,541 |
12 | ||
| (17)) | ||||||
| Accounts receivable from related parties (notes 6(3) | ||||||
| 1181 | 8,317 | - | 10,405 |
- | ||
| & (17) and 7) | ||||||
| 1206 | Other receivables | 15,828 | - | 8,414 |
- | |
| 1210 | Other receivables from related parties (note 7) | - | - | 100 |
- | |
| 1220 | Current income tax assets | 21,281 | 1 | 6,550 |
- | |
| 130X | Inventories (note 6(4)) | 633,974 | 16 | 591,602 |
17 | |
| 1479 | Other current assets | 60,104 | 1 | 54,813 |
2 | |
| Total current assets | 2,692,678 | 67 | 2,670,237 |
75 | ||
| Non-current assets: | ||||||
| assets measured at amortized cost-non-current (note | ||||||
| 1535 | 45,586 | 1 | 47,890 |
1 | ||
| 6(5)) | ||||||
| 1600 | Property, plant and equipment (note 6(7)) | 66,163 | 2 | 63,664 |
2 | |
| 1755 | Right-of-use assets (note 6(8)) | 95,731 | 2 | 99,858 |
3 | |
| 1780 | Intangible assets (notes 6(6) and 9) | 1,041,760 | 26 | 602,387 |
17 | |
| 1840 | Deferred income tax assets (note 6(13)) | 86,359 | 2 | 86,225 |
2 | |
| 1900 | Other non-current assets | 938 | - | 423 |
- | |
| 1920 | Refundable Deposits (note 8) | 13,848 | - | 9,805 |
- | |
| Total non-current assets | 1,350,385 | 33 | 910,252 |
25 | ||
| Total assets | $ | 4,043,063 | 100 | 3,580,489 |
100 |
(Continued)
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Acer Gaming Inc.
Consolidated Balance Sheet (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025.12.31 % Liabilities and Equity Current liabilities: :2100 Short-term borrowings (note 6(10)) $ 930,000 23 2120 Financial liabilities measured at fair value through profit or loss- current (note 6(2)) 182 - 2130 Contract liabilities-current (note 6(17)) 10,267 - 2170 Notes and accounts payable 474,558 12 2181 Notes and accounts payable from related parties (note 7) 728 - 2219 Other payables (note 6(18)) 295,894 7 2220 Other payables from related parties (note 7) 3,889 - 2230 Current tax liabilities 11,805 - 2280 Lease liabilities-current (note 6(11)) 56,141 1 2365 Refund liabilities-current 103,228 3 2399 Other current liabilities 27,724 1 Total current liabilities 1,914,416 47 Non-current liabilities: :2570 Deferred income tax liabilities (note 6(13)) 136,934 4 2580 Lease liabilities-non-current (note 6(11)) 40,081 1 2600 Other non-current liabilities (note 6(6)) 53,790 1 Total non-current liabilities 230,805 6 Total liabilities 2,145,221 53 Equity (notes 6(6), (14) and (15)) 3110 Common stock 350,000 9 3200 Capital surplus 739,812 19 3310 Legal reserve 13,281 - 3320 Special reserve 3,635 - 3350 Retained Earnings 50,845 1 3400 Other equity 2,628 - Equity attributable to shareholders of the Parent 1,160,201 29 35XX Equity of Predecessor under Common Control - - 36XX Non-controlling interests (notes 6(6) and (14)) 737,641 18 Total equity 1,897,842 47 Total liabilities and equity $ 4,043,063 100 |
2024.12.31(Restated) % |
|---|---|
| 942,000 26 3,481 - 4,529 - 206,320 6 2,232 - 199,632 6 3,626 - 13,926 - 39,920 1 99,687 3 29,349 1 |
|
| 1,544,702 43 |
|
| 77,864 2 61,829 2 - - |
|
| 139,693 4 |
|
| 1,684,395 47 |
|
| 350,000 10 768,361 21 13,281 - 3,635 - 312 - 27,008 1 |
|
| 1,162,597 32 |
|
| 66 - |
|
| 733,431 21 |
|
| 1,896,094 53 |
|
| 3,580,489 100 |
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Acer Gaming Inc.
Consolidated Income Statement
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 % 4000 Net revenue (notes 6(17) and 7) $ 5,522,822 100 5000 Cost of revenue (notes 6(4), (7), (8), (9), (11), (12), (15), and 7) (4,884,125) (88) Gross profit 638,697 12 Operating expenses (notes 6(3), (7), (8), (9), (11), (12), (15), (18), and 7): 6100 Selling expenses (142,352) (3) 6200 General and administrative expenses (378,890) (7) 6300 Research and development expenses (34,796) (1) Total operating expenses (556,038) (11) Operating income 82,659 1 Non-operating income and loss (notes 6(7), (8), (11), (19), and 7): 7100 Interest income 20,136 - 7020 Other gains and losses (5,643) - 7050 Finance costs (25,413) - Total non-operating income and loss (10,920) - 7900 Income before taxes 71,739 1 7950 Income tax expense (note 6(13)) (24,308) - Net income 47,431 1 Other comprehensive (loss) income (note 14): 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations (31,787) (1) Total items that may be reclassified subsequently to profit or loss (31,787) (1) Other comprehensive income, net of taxes (31,787) (1) Total comprehensive income $ 15,644 - Net income attributable to: 8610 Shareholders of the Parent $ 50,533 1 8620 Non-controlling interests (3,102) - 8615 Equity of Predecessor under Common Control - - $ 47,431 1 Total comprehensive income attributable to: 8710 Shareholders of the Parent $ 26,136 - 8720 Non-controlling interests (10,492) - 8725 Equity of Predecessor under Common Control - - $ 15,644 - Earnings per share (in New Taiwan dollars) (note 6(16)): 9750 Basic earnings per share $ 1.44 9850 Diluted earnings per share $ 1.44 |
2025 | 2024 (Restated) | |
|---|---|---|---|
| % | % | ||
| 4,302,610 100 (3,827,884) (89) 474,726 11 (120,444) (3) (325,920) (7) (24,170) (1) (470,534) (11) 4,192 - 17,139 - 45,346 1 (10,916) - 51,569 1 55,761 1 (5,788) - 49,973 1 36,248 1 36,248 1 36,248 1 86,221 2 47,543 1 2,723 - (293) - 49,973 1 77,169 2 9,299 - (247) - 86,221 2 1.36 1.35 |
21
Acer Gaming Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attributable to shareholders of the Parent
| Attributable to shareholders of the Parent | ||||
|---|---|---|---|---|
| Common Capital Stock Surplus |
Retained earnings | Other equity | Total equity Attributable to Predecessor equity interests Non- controlling Shareholders of the parent under common control interests Total equity |
|
| Foreign currency translation differences |
||||
| Legal Reserve |
Special Unappropriated Reserve retained earnings Total |
|||
| 7,348 | - 60,463 67,811 |
(3,635) 1,180,381 217 366,307 1,546,905 |
||
| - - 5,933 - - - - - - - (16,049) - - 18,111 - - - - - 94 - - - - - - - - - - - - - |
- (5,933) - - 3,635 (3,635) - - - (42,000) (42,000) - - (56,126) (56,126) 1,017 - - - - - - - - - - - - - - - - - - - - - 47,543 47,543 - - - - 29,626 |
- - - - - - - - (42,000) - - (42,000) (71,158) - 71,158 - 18,111 - 14,475 32,586 - - (16,237) (16,237) 94 - - 94 - - 288,429 288,429 - 96 - 96 47,543 (293) 2,723 49,973 29,626 46 6,576 36,248 |
||
| - - |
- | - 47,543 47,543 29,626 |
77,169 (247) 9,299 86,221 |
|
| 13,281 | 3,635 312 17,228 27,008 |
1,162,597 66 733,431 1,896,094 |
||
| 13,281 | 3,635 312 17,228 27,008 |
1,162,597 66 733,431 1,896,094 |
||
| - (42,000) - - (3,479) - - 455 - - 16,485 - - - - - (10) - - - - - - - |
- - - - (42,000) - - (42,000) - - - 7 (3,472) - 3,472 - - - - - 455 - - 455 - - - - 16,485 - 12,265 28,750 - - - - - - (1,035) (1,035) - - - 10 - (66) - (66) - 50,533 50,533 - 50,533 - (3,102) 47,431 - - - (24,397) (24,397) - (7,390) (31,787) |
|||
| - - |
- | - 50,533 50,533 (24,397) 26,136 - (10,492) 15,644 |
22
Acer Gaming Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Expected credit loss (reversal of impairment loss) Interest expense Interest income Share-based compensation cost Gain on lease modification Gain on disposal of property, plant and equipment Others Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss Contract assets Notes and accounts receivable Receivables from related parties Other receivables Other receivables from related parties Inventories Prepayment and other current assets Changes in operating assets Changes in operating liabilities: Contract liabilities Notes and accounts payable Notes and accounts payable from related parties Other payables Other payables from related parties Refund liabilities Other current liabilities Changes in operating liabilities Cash (used in) provided by operations Interest received Interest paid Income taxes paid Net cash flows (used in) provided by operating activities Cash flows from investing activities: Acquisition of financial assets measured at amortized cost Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment and investment property Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other financial assets Decrease (increase) in refundable deposits Decrease (increase) in other non-current assets Net cash flows used in investing activities Cash flows from financing activities: Increase (decrease) in short-term borrowings Payment of lease liabilities Decrease in financing payable to related parties. Cash dividends Cash dividends paid to non-controlling interests by subsidiaries Transactions with predecessor equity interests under common control Issuance of common stock by subsidiaries not subscribed by the Group Net cash flows provided by (used in) financing activities Effect of foreign exchange rate changes Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2025 | 2024 (Restated) |
|
|---|---|---|---|
| $ $ | 71,739 78,125 40,689 2,205 25,413 (20,136) 28,750 (939) 6,177 455 |
55,761 | |
| 65,420 24,887 (674) 10,916 (17,139) 32,586 - (357) 94 |
|||
| 160,739 (3,949) (66,646) (168,003) 2,088 (5,169) 100 (42,372) 635 |
115,733 | ||
| 1,884 (11,229) (4,922) 15,616 (2,554) (100) (187,088) (32,694) |
|||
| (283,316) 4,988 268,238 (1,504) 92,284 263 3,541 (19,465) |
(221,087) | ||
| 3,160 (187,675) (14,072) (8,424) (978) 21,010 (297) |
|||
| 348,345 | (187,276) | ||
| 297,507 19,094 (25,820) (38,867) |
(236,869) 16,840 (11,135) (25,553) |
||
| 251,914 | (256,717) | ||
| - (454,926) (22,266) 183 (1,787) - 676 (387) |
(45,759) (65,202) (16,818) 1,099 (7,302) 2,459 (1,432) 30,914 |
||
| (478,507) | (102,041) | ||
| (12,000) (52,555) - (42,000) (1,035) (66) - |
807,000 (41,316) (32,590) (42,000) (16,237) 96 288,429 |
||
| (107,656) | 963,382 | ||
| (1,573) | (1,945) | ||
| (335,822) 1,452,949 |
602,679 850,270 |
||
| 1,117,127 | 1,452,949 |
23
Independent Auditors' Report
Board of Directors of Acer Gaming Inc.,
Opinion
We have audited the accompanying Parent Company Only Balance Sheet of Acer Gaming Inc. as of December 31, 2025 and 2024, and the Parent Company Only Statement of Comprehensive Income, Parent Company Only Statement of Changes in Equity, Parent Company Only Statement of Cash Flows, and the Notes to Parent Company Only Financial Statements, including a summary of significant accounting policies for the years then ended.
In our opinion, based on the audit results of the independent auditors and the audit report of other accountants, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Acer Gaming Inc. 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 Regulation Governing the Preparation of Financial Reports by Securities Issuers.
Basis for the Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards 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 Acer Gaming Inc. in accordance with the Norm of Professional Ethics for Certified Public Accountants 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 for our opinion.
Emphasis of Matter
As described in Note 4(2) to the consolidated financial statements, Acer Gaming Inc. acquired 100% of the equity interest in ACER TECHNOLOGY AND BUSINESS DEVELOPMENT PTE. LTD., a consolidated subsidiary of its parent company, Acer Inc., in January 2025. With reference to Interpretation Letter No. (101) Ji-Mi-Zi No. 301 issued by the Accounting Research and Development Foundation, R.O.C. (Taiwan), and the IFRS 3 Q&A “Accounting Treatment for Business Combinations Under Common Control” issued on October 26, 2018, the transaction was determined to be an organizational restructuring under common control and, accordingly, should be accounted for as if the combination had occurred from the beginning of the reporting period. Accordingly, Acer Gaming Inc. and its subsidiaries have prepared the parent Company only financial statements for the year ended December 31, 2025, and restated the parent company only financial statements for the year ended December 31, 2024, on that basis. Our audit opinion is not modified in respect of this matter.
24
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 parent company only financial statements of Acer Gaming Inc.. 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. We determined that the key audit matters that shall be communicated in the report are as follows:
I. Impairment Assessment of Goodwill
For the accounting policies relating to impairment of non-financial assets, please refer to Note 4(12) to the consolidated financial statements. For the accounting estimates and uncertainties relating to the impairment assessment of goodwill, please refer to Note 5(1). For further details of the impairment assessment of goodwill, please refer to Note 6(9).
Description of Key Audit Matter:
Acer Gaming Inc. and its subsidiaries recognized goodwill arising from the acquisition of subsidiaries. Goodwill is required to be tested for impairment annually, or more frequently whenever there is an indication of impairment.
The assessment of the recoverable amount of the cash-generating units (“CGUs”) to which goodwill has been allocated requires management to exercise significant judgment and make estimates regarding future cash flows and key assumptions. Due to the complexity involved and the high degree of estimation uncertainty, the impairment assessment of goodwill was considered one of the key audit matters in our audit of the consolidated financial statements.
How the Matter Was Addressed in Our Audit:
Our principal audit procedures in respect of the above key audit matter included assessing management’s identification of the CGUs to which goodwill was allocated, and examining whether the carrying amounts of assets attributable to each CGU had been completely included. We also evaluated the reasonableness of the basis used by management in determining the recoverable amounts and the key assumptions applied thereto, primarily including projected revenue growth rates and weighted average cost of capital (“WACC”). In addition, we assessed the reliability of management’s historical forecasting accuracy and performed sensitivity analyses on the aforementioned significant assumptions. Furthermore, we involved our internal valuation specialists to evaluate the calculation of the WACC and the reasonableness of the assumptions applied thereto, and assessed whether Acer Gaming Inc. had appropriately disclosed the relevant information relating to the impairment assessment of goodwill.
Responsibilities of the Management and Those Charged with Governance for the Parent Company Only Financial Statements
The responsibility of the management is to prepare the fair parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain the necessary internal control related to the preparation of the parent company only financial statements to ensure that the parent company only financial statements are free from material misstatement due to fraud or error. In preparing the parent company only financial statements, the management is responsible for assessing Acer Gaming Inc.'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 Acer Gaming Inc., or cease operations, or
25
has no realistic alternative but to do so. Those charged with governance, including the Audit Committee, are responsible for overseeing the financial reporting process of Acer Gaming Inc ..
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. Reasonable assurance is a high level of assurance. However, the auditing conducted in accordance with the auditing standards of the Republic of China cannot guarantee that it will be able to detect material misstatements in the parent company only financial statements. Misstatement can arise from fraud or error. If the individual or aggregate amount of the misstatement can reasonably expect to affect the economic decisions made by users of the parent company only financial statements, they are considered material. We exercise professional skepticism during the audit in accordance with the auditing standards. We also performed the following tasks:
-
I. 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.
-
II. 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 internal control Acer Gaming Inc..
-
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
IV. 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 the Acer Gaming Inc.'s ability to continue as a going concern. If we conclude that 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 Acer Gaming Inc. to cease to continue as a going concern.
-
V. 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.
-
VI. Obtain sufficient appropriate audit evidence regarding the financial information of investees 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.
26
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 all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable (including relevant protection measures).
From matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2025 parent company only financial statements of Acer Gaming Inc. and are, therefore, key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Shih, WeiMing and Chang, Chun-I.
KPMG
Taipei, Taiwan (Republic of China)
March 9, 2026
otes 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.
27
Acer Gaming Inc. Balance Sheet
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025.12.31 % Assets Current Assets :1100 Cash and cash equivalents (note 6(1)) $ 65,602 3 1110 Financial assets measured at fair value through profit or loss- current (note 6(2)) 153 - 1170 Notes and accounts receivable, net (notes 6(3) & (14)) 189,825 8 1181 Accounts receivable from related parties (notes 6(3) & (14) and 7) 286,924 11 1206 Other receivables (note 7) 4,808 - 1210 Other receivables from related parties (note 7) - - 1220 Current income tax assets 5,921 - 130X Inventories (note 6(4)) 498,860 20 1410 Other current assets 9,465 - Total current assets 1,061,558 42 Non-current assets: 1535 Equity investment (note 6(5)) 1,442,462 57 1780 Intangible assets (note 6(7)) 350 - 1755 Right-of-use assets (note 6(6)) 6,895 - 1840 Deferred income tax assets (note 6(11)) 24,683 1 1900 Other non-current assets (note 8) 328 - Total non-current assets 1,474,718 58 Total assets $ 2,536,276 100 |
2024.12.31 (Restated) % |
|---|---|
| 108,215 4 - - 237,775 10 237,359 10 - - 100 - - - 401,949 17 9,005 - |
|
| 994,403 41 |
|
| 1,398,308 58 583 - 1,378 - 24,081 1 328 - |
|
| 1,424,678 59 |
|
| 2,419,081 100 |
(Continued)
28
Acer Gaming Inc.
Balance Sheet (Continued)
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2024.12.31 | ||||||
|---|---|---|---|---|---|---|
| 2025.12.31 | % | % | ||||
| (Restated) | ||||||
| Liabilities and Equity | ||||||
Current liabilities:: |
||||||
| 2102 | Short-term borrowings (note 6(8)) | $ | 930,000 | 37 | 942,000 | 39 |
| 2120 | Financial liabilities measured at fair value through profit or loss- current (note 6(2)) | - | - | 927 | - | |
| 2170 | Notes and accounts payable | 302,488 | 12 | 155,721 | 7 | |
| 2180 | Notes and accounts payable from related parties (note 7) | 728 | - | 2,232 | - | |
| 2200 | Other payables (note 6(15)) | 42,523 | 1 | 29,159 | 1 | |
| 2220 | Other payables from related parties (note 7) | 3,447 | - | 2,843 | - | |
| 2230 | Current tax liabilities | - | - | 13,180 | 1 | |
| 2280 | Lease liabilities-current (note 6(9)) | 1,321 | - | 1,402 | - | |
| 2365 | Refund liabilities-current | 71,406 | 3 | 96,000 | 4 | |
| 2399 | Other current liabilities | 4,937 | - | 5,752 | - | |
| Total current liabilities | 1,356,850 | 53 | 1,249,216 | 52 | ||
Non-current liabilities:: |
||||||
| 2570 | Deferred income tax liabilities (note 6(11)) | 13,651 | 1 | 7,202 | - | |
| 2580 | Lease liabilities-non-current (note 6(9)) | 5,574 | - | - | - | |
| Total liabilities | 1,376,075 | 54 | 1,256,418 | 52 | ||
| Equity (note 6(12)) | ||||||
| 3110 | Common stock | 350,000 | 14 | 350,000 | 14 | |
| 3200 | Capital surplus | 739,812 | 29 | 768,361 | 32 | |
| 3310 | Legal reserve | 13,281 | 1 | 13,281 | 1 | |
| 3320 | Special reserve | 3,635 | - | 3,635 | - | |
| 3350 | Retained Earnings | 50,845 | 2 | 312 | - | |
| 3400 | Other equity | 2,628 | - | 27,008 | 1 | |
| Equity attributable to shareholders of the Parent | 1,160,201 | 46 | 1,162,597 | 48 | ||
| 35XX | Equity of Predecessor under Common Control | - | - | 66 | - | |
| Total equity | **1,160,201 ** | 46 | **1,162,663 ** | 48 | ||
| Total liabilities and equity | $ | **2,536,276 ** | 100 | **2,419,081 ** | 100 |
29
Acer Gaming Inc.
Income Statement
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Net revenue (notes 6(14) and 7) 5000 Cost of revenue (notes 6(4) and 7) Gross profit Operating expenses (notes 6(3), (7), (8), (10), (15), (20), and 7): 6100 Selling expenses 6200 General and administrative expenses Total operating expenses Operating income Non-operating income and loss: 7100 Interest income (note 6(16)) 7020 Other gains and losses (note 6(16)) 7050 Finance costs (note 6(9), (16) and 7) 7375 Investment gains and losses on equity method (note 6(5)) Total non-operating income and loss 7900 Income before taxes 7950 Income tax expense (note 6(11)) 8200 Net income 8300 Other comprehensive (loss) income (note 6(12)): 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations Total items that may be reclassified subsequently to profit or loss Other comprehensive income, net of taxes Total comprehensive income Net income attributable to: 8610 Shareholders of the Parent 8615 Equity of Predecessor under Common Control Total comprehensive income attributable to: 8710 Shareholders of the Parent 8725 Equity of Predecessor under Common Control Earnings per share (in New Taiwan dollars) (note 6(13)): 9750 Basic earnings per share 9850 Diluted earnings per share |
2025 | 2024 (Restated) | |
|---|---|---|---|
| % | % | ||
| $ 3,109,255 100 (2,952,537) (95) 156,718 5 (48,006) (1) (56,897) (2) (104,903) (3) 51,815 2 1,642 - (3,304) - (20,671) (1) 33,485 1 11,152 - 62,967 2 (12,434) - 50,533 2 (24,397) (1) (24,397) (1) (24,397) (1) $ 26,136 1 $ 50,533 2 - - $ 50,533 2 $ 26,136 1 - - $ 26,136 1 $ 1.44 $ 1.44 |
3,256,209 100 (3,108,358) (95) 147,851 5 (38,961) (2) (38,806) (1) (77,767) (3) 70,084 2 1,154 - (12,763) - (8,155) - 9,301 - (10,463) - 59,621 2 (12,371) (1) 47,250 1 29,672 1 29,672 1 29,672 1 76,922 2 47,543 1 (293) - 47,250 1 77,169 2 (247) - 76,922 2 1.36 1.35 |
30
Acer Gaming Inc.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attributable to shareholders of the Parent
| Common Stock Balance at January 1, 2024 (Restated) $ 350,000 Appropriation and distribution of retained earnings: Legal reserve - Special reserve - Cash dividends - Change in ownership interests in subsidiaries - Stock option compensation cost of subsidiaries - Capital Surplus- Other - Transactions with the predecessor equity interests - Net income for the year - Other comprehensive income (loss) for the year - Total comprehensive income (loss) for the year - Balance at December 31, 2024 (Restated) $ 350,000 Balance at January 1, 2025 (Restated) $ 350,000 Adjustments of capital surplus for the cash dividends distributed to subsidiaries - Change in ownership interests in subsidiaries - Stock option compensation cost of subsidiaries - Capital Surplus- Other - Transactions with the predecessor equity interests - Net income for the year - Other comprehensive income (loss) for the year - Total comprehensive income (loss) for the year - Balance at December 31, 2025 $ 350,000 |
Common Stock |
Capital Surplus |
Retained earnings | Other equity Foreign currency Total equity translation Attributable to Predecessor equity interests differences Shareholders of the parent under common control Total equity |
|---|---|---|---|---|
| Legal Special Unappropriated Reserve Reserve retained earnings Total |
||||
766,205 |
7,348 - 60,463 67,811 |
(3,635) 1,180,381 217 1,180,598 |
||
| - - - - - - - - - |
- 5,933 - (5,933) - - - - - - - 3,635 (3,635) - - - - - - - - (42,000) (42,000) - (42,000) - (42,000) (16,049) - - (56,126) (56,126) 1,017 (71,158) - (71,158) 18,111 - - - - - 18,111 - 18,111 94 - - - - - 94 - 94 - - - - - - - 96 96 - - - 47,543 47,543 - 47,543 (293) 49,250 - - - - - 29,626 29,626 46 29,672 |
|||
| - | - - - 47,543 47,543 29,626 77,169 (247) 76,922 |
|||
768,361 13,281 3,635 312 17,228 27,008 1,162,597 66 1,162,663 |
||||
768,361 13,281 3,635 312 17,228 27,008 1,162,597 66 1,162,663 |
||||
| - - - - - - - |
(42,000) - - - - - (42,000) - (42,000) (3,479) - - - - 7 (3,472) - (3,472) 16,485 - - - - - 16,485 - 16,485 455 - - - - - 455 - 455 (10) - - - - 10 - (66) (66) - - - 50,533 50,533 - 50,533 - 50,533 - - - - - (24,397) (24,397) - (24,397) |
|||
| - | - - - 50,533 50,533 (24,397) 26,136 - 26,136 |
|||
739,812 13,281 3,635 50,845 67,761 2,628 1,160,201 - 1,160,201 |
31
Acer Gaming Inc.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Interest expense Interest income Gain on equity investment Others Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Derivative financial instruments measured at fair value through profit or loss Notes and accounts receivable Receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Changes in operating assets Changes in operating liabilities: Notes and accounts payable Notes and accounts payable from related parties Other payables Other payables from related parties Refund liabilities Other current liabilities Changes in operating liabilities Cash (used in) provided by operations Interest received Interest paid Income taxes paid Net cash flows (used in) provided by operating activities Cash flows from investing activities: Acquisition of investments accounted for using the equity method Decrease (increase) in refundable deposits Acquisition of intangible assets Cash dividends received Net cash flows used in investing activities Cash flows from financing activities: Increase (decrease) in short-term borrowings Payment of lease liabilities Cash dividends Transactions with predecessor equity interests under common control Net cash flows provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2025 | 2024 ( Restated ) |
|
|---|---|---|---|
| $ $ | 62,967 1,378 233 20,671 (1,642) (33,485) 455 |
59,621 | |
| 1,379 117 8,155 (1,154) (9,594) 94 |
|||
| (12,390) (1,080) 47,950 (49,565) (4,808) 100 (96,911) (460) |
(1,003) | ||
| 2,795 29,673 47,440 - (100) (80,054) (3.781) |
|||
| (104,774) | (4,027) | ||
| 146,767 (1,504) 12,961 604 (24,594) (815) |
(192,594) (14,072) (7,638) (1,566) 22,455 (10,286) |
||
| 133,419 | (203,701) | ||
| 79,222 1,642 (20,268) (25,688) |
(149,110) 1,154 (7,812) (17,433) |
||
| 34,908 | (173,201) | ||
| (23,447) - - 1,394 |
(671,827) (31) (700) 16,874 |
||
| (22,053) | (655,684) | ||
| (12,000) (1,402) (42,000) (66) |
807,000 (1,378) (42,000) 96 |
||
| (55,468) | 763,718 | ||
| (42,613) 108,215 |
(65,167) 173,382 |
||
| 65,602 | 108,215 |
32
Attachment 4
Acer Gaming Inc. 2025 Statement of Profit Appropriation
| Unit: NT$ | |
|---|---|
| Beginning Balance of Un-appropriated Retained Earnings | 312,906 |
| Plus:2025 Net Income after Tax | 50,533,446 |
| Deduct:Legal Reserve | (5,053,345) |
| Plus:Reversal of Special Reserve | 320,000 |
| Appropriation Items | 46,113,007 |
| Cash Dividends to Shareholders | (46,103,200) |
| Ending Balance of Un-appropriated Retained Earnings | 9,807 |
Chairman Corporate Officer: Accounting Officer:
==> picture [60 x 62] intentionally omitted <==
==> picture [65 x 64] intentionally omitted <==
==> picture [53 x 53] intentionally omitted <==
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Appendix 1
Acer Gaming Inc.
Regulations for the Conduct of Shareholders’ Meeting
-
Except as otherwise specified in the Company Act or the relevant regulations or the Articles of Incorporation of the Company, this 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 attendance and votes at the Shareholders’ Meeting shall be based upon the number of shares in attendance, unless otherwise specified by the applicable regulations, each share has one voting rights. The shares in attendance shall be calculated according to the shares indicated by the attendance book and attendance card handed in, plus the shares exercising voting right by the ways of written or electronic transmission.
-
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 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 vicechairman 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; if such Shareholders’ Meeting is called by more than two people, the person of presiding should be elected by the people who called such Shareholders’ Meeting.
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The Company may designate attorneys, certified-public-accountants, or relevant personnel to attend the Shareholders’ Meeting.
-
The Company shall make an uninterrupted audio or video recording of the shareholders meeting, and shall retain the recorded materials of the for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
-
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
34
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 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, and then notify the shareholders about the provisional resolutions to reassemble a shareholders’ meeting within a month. 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. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. 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.
-
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 (or the number of attendant ID). The person presiding over the meeting shall determine the order to make such oral statements.
Shareholder in attendance who submits an oral statement form but fail to make an oral statement shall be deemed to have not made any statement. In the event of any conflict between the contents of the oral statement form and the actual oral statement, the actual oral statement shall prevail.
No shareholders shall interfere with the shareholder who is making oral statement in any way unless the chairman of the meeting or the speaking shareholder gives his/her consent. The person presiding over the meeting shall stop any such interference.
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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 representative are appointed by such legal entity to attend the meeting, only one person elected among them may make oral statements on the same proposal.
-
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.
35
-
The person presiding over the meeting may declare the suspension of discussing of a proposal, the amendments or extempore motions that has been fully explained and discussed as he/she may deem appropriate and may submit the proposal for adopting a resolution.
-
The person presiding over the meeting shall appoint persons among the shareholders in attendance to supervise the voting process. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
-
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; if any opposition is raised, the person presiding or whose assignee shall announce the total shares in attendance voting for having a resolution with voting by the shareholders.
-
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.
-
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.
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
- 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.
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Before the scheduled agenda (including all extempore motions) have been resolved, if the place of holding shareholders’ meeting can not be used for proceeding the meeting, the shareholders’ meeting may have a resolution to proceed the meeting in another place.
-
The applicable provisions of the Company Act, the relevant regulations and the Company’s Articles of Incorporation shall govern any matter not provided herein.
-
This Regulations and any amendments thereto, shall become effective upon approval by the shareholders.
-
This Regulations was approved on October 29, 2021.
First Amendment was approved on August 17, 2022.
37
Appendix 2
Acer Gaming Inc.
Article of Incorporation
Chapter I General Provisions
Article 1
The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be "宏碁遊戲股份有限公司" in the Chinese language and "Acer Gaming Inc." in the English language.
Article 2
The scope of business of the Company shall be as follows:
-
CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
-
CC01070 Wireless Communication Mechanical Equipment Manufacturing
-
CC01110 Computers and Computing Peripheral Equipments Manufacturing
-
CC01120 Data Storage Media Manufacturing and Duplicating
-
E605010 Computing Equipments Installation Construction
-
E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction
-
F113020 Wholesale of Household Appliance
-
F113050 Wholesale of Computing and Business Machinery Equipment
-
F113070 Wholesale of Telecom Instruments
-
F113110 Wholesale of Batteries
-
F116010 Wholesale of Camera Equipment
-
F118010 Wholesale of Computer Software
-
F119010 Wholesale of Electronic Materials
-
F213010 Retail Sale of Household Appliance
-
F213030 Retail sale of Computing and Business Machinery Equipment
-
F213060 Retail Sale of Telecom Instruments
-
F213110 Retail Sale of Batteries
-
F216010 Retail Sale of Camera Equipment
-
F218010 Retail Sale of Computer Software
-
F219010 Retail Sale of Electronic Materials
-
F399040 Retail Sale No Storefront
38
-
F401010 International Trade
-
G801010 Warehousing
-
I301010 Software Design Services
-
I301020 Data Processing Services
-
I301030 Digital Information Supply Services
-
IE01010 Telecommunications Service Number Agencies
-
IZ06010 Cargoes Packaging
-
JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
-
JE01010 Rental and Leasing Business
-
ZZ99999 All business items that are not prohibited or restricted by law,except those that are subject to special approval
Article 3
Subject to the requirements of business operations and investments, the Company may 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 Act.
Article 5
The head office of the Company is located in New Taipei City and the Company may establish branch office(s) at appropriate locations within or outside the territory of the Republic of China when deemed necessary by the resolution adopted by the board of directors.
Chapter II Capital Stock
Article 6
The total capital amount of this Company is NT$ six hundred million (NT$600,000,000), divided into sixty million (60,000,000) common shares at par value of NT$10 per, within which the Board of Directors is authorized to issue shares in installments.
NT 60,000,000 of the aforesaid total capital stock, divided into 6,000,000 shares, is reserved and authorized to the Board of Directors to issue for exercising employee stock options.
In case the Company issues employee stock options, transfer treasury stock to employees, issues new shares reserved for subscription by employees, and issues restricted stock for employees, the employees of subsidiaries of the Company may be included. Qualification requirements of the employees who are entitled to receive it may be set and
39
specified by the Board of Director.
If shares or employee stock options are issued to employees at a price lower than the market price (per share net value), or if shares are transferred to employees at an average price lower than the actual repurchase price, it shall only be done after obtaining the consent of a shareholders' meeting attended by shareholders representing more than half of the total issued shares, with the approval of more than two-thirds of the voting rights of the attending shareholders.
Article 7
The share certificates of the Company shall be issued in registered form, signed by, and affixed with the seals of, the represented directors of the Company, and authenticated by the competent registrar.
The Company may not print its physical share certificate; however, the Company shall register the issued shares with a centralized securities depositary enterprise, same as when the Company issues its securities.
Article 8
Unless otherwise specified, share affairs of the Company shall be handled in accordance with Regulations promulgated by the competent authority.
Chapter III Shareholders’ Meeting
Article 9
Shareholders' meetings of this Company are classified into regular meetings and (2) special meetings. The board of directors shall convene regular meetings within six months after the close of each fiscal year. Special meetings shall be convened, whenever deemed necessary in accordance with the law.
Article 10
Shareholders' meetings can be held by means of visual communication network or other methods promulgated by the central competent authority.
In case it is agreed by all shareholders, any action to be taken at a shareholders' meeting may be taken, without a meeting, by written consents to exercise their voting power.
Article 11
Except as otherwise provided by the Company Act, each shareholder is entitled to one vote for each share held.
Article 12
Except as otherwise provided by the Company Act, resolutions of a shareholders' meeting shall be adopted by a majority vote of the shareholders’ meetings representing by more than one-half of the number of the Company's total issued shares.
40
Article 13
In the event that the Company is organized solely by a single juristic person shareholder, the functional duties and power of the shareholders’ meeting of the Company shall be exercised by the Board of Directors, to which the provisions governing the shareholders’ meeting as set out in this Article of Incorporation shall not apply.
Chapter IV Directors and Supervisors
Article 14
The Company shall have five (5)~ nine (9) directors to be elected from the nominees listed in the roster of director with the candidate nomination system. The term of office for directors shall be three (3) years. The directors are eligible for re-election. The Company shall establish at least three (3) independent directors, occupying equal to /exceeding seats of one fifth of the elected directors, to be included in the number of directors designated in the preceding paragraph.
The profession qualifications of independent directors, and their holding shares number, non-competition limitation, determination of independence, nomination, election and other items requiring compliance shall be ascertained referring to regulations of the security authority.
The directors’ election of the Company is proceed with cumulative voting system, per share has election rights to elect the number of directors that should be elected, the votes may be focus on one nominator or dispatch to several nominators. The nominators who have majority of votes shall be elected as director.
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 an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be obligated to perform those duties of Supervisors specified under the Company Act, Securities and Exchange Act and other relevant laws and regulations. The Board of Directors of the Company may establish various functional committees as required by laws and regulations or business needs. The professional qualifications of their members, the exercise of their powers, and related matters shall be handled in accordance with relevant laws and regulations, and shall be further determined by the board of directors.
Article 15
The election of directors of the Company shall adopt the cumulative voting system. Each share shall have voting rights equal to the number of directors to be elected. A shareholder may concentrate all such voting rights on one candidate or distribute them among several candidates. Candidates receiving the highest numbers of votes represented by such voting rights shall be elected as directors.
Article 16
Unless otherwise provided in the Company Act or other applicable laws and regulations, resolutions of the Board of Directors shall require the attendance of a majority of the directors and the approval of a majority of the directors present at the meeting.
41
Article 17
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 Company may have a vice chairman through the same way. The chairman of the Board of Directors shall represent the Company in external matters.
Article 18
Where the chairman of the board of directors is on leave or cannot exercise his/her powers or perform his/her duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. Where a director is unable to attend the meeting of the board of directors in person, he/she may appoint another director to attend the meeting in his/her behalf by issuing a written proxy specified the scope of authorization. A director may accept the appointment to act as the proxy for one other director only.
If a meeting of the board of directors is proceeded via video conference, the directors taking part in such video conference shall be deemed to have attended the meeting in person.
Article 19
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.
Chapter V Officers
Article 20
The Company may have one president, several managers. The appointment, discharge and the remuneration of the aforementioned officers shall be in compliance with Article 29 of the Company Act.
Chapter VI Accounting
Article 21
At the end of each fiscal year, (1) the annual business report, (2) the financial statements, and (3) the surplus earnings distribution or loss make-up proposal shall be prepared by the board of directors; and shall submitted the above to the regular meeting of shareholders for approval.
Article 22
Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 2% of the profit shall be distributed as employees' compensation not greater than eight per thousand (0.8%) of the profit shall be
42
distributed as remuneration of the directors.
The profit in the preceding paragraph can be distributed in the form of cash or stock. The eligible employees include employees of the subordinated company who meet certain criteria. The criteria shall be set by the board meeting.
Article 23
Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes, making up losses of previous year, the Company shall first set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. Thereafter, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. The remainder together with previous year amount may 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 dividend policy of the Company depends on the current and future development plan, investment environments, concerning the interest of shareholders, etc.: therefore, share or cash dividends of the Company shall be distributed at least ten percent (10%) of yearly dividends. For the purpose of having a balance and steady dividend policy, the cash dividends shall not less than ten percent (10%) of the total dividend amount when distributing the dividend to the shareholders, except as otherwise the dividend is decided not to distribute with a consent adopted by the meeting of the board of directors and also approved by the shareholders’ meeting.
The distributable dividends and bonuses, capital reserves, or legal surplus reserves in whole or in part will be paid in cash by the 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.
Article 24
In regard to those matters not provided for in these Articles of Incorporation, the Company Act and other applicable laws and regulations shall govern.
Article 25
These Articles of Incorporation are agreed to and signed on July 30, 2020.
The first amendment is on September 17, 2021.
The second amendment is on December 22, 2021.
The third amendment is on May 31, 2023.
The fourth amendment is on June 4, 2025.
43
Appendix 3
Acer Gaming Inc. Shareholdings of All Directors as of March 27, 2026
| Title | Name | Number of Shares |
|---|---|---|
| Acer Incorporated | ||
| Chairman | 24,449,062 | |
| Legal Representative:Jerry Kao | ||
| Acer Incorporated | ||
| Director | 24,449,062 | |
| Legal Representative:Jason Chen | ||
| Acer Incorporated | ||
| Director | 24,449,062 | |
| Legal Representative:Vincent Wei | ||
| Independent Director | Wen-Yueh Chan | 0 |
| Independent Director | Ying-Ying Liao | 0 |
| Independent Director | Wen-Hua Liao | 1,000 |
| Independent Director | Wan-Ru Hsieh | 0 |
| Total | 24,450,062 |
Note:
(1) The current number of issued shares in the Company as of March 27 , 2026 is 37,180,000 common shares. (2) As more than one-half of the total number of directors in our company are independent directors and an audit committee has been established in accordance with the law, the provisions requiring all directors and supervisors to hold a certain percentage of shares do not apply.
44