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AGT — AGM Information 2024
Jun 12, 2024
52080_rns_2024-06-12_c603c4e2-7664-40f5-b0f6-04f4005bb47b.pdf
AGM Information
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Agenda of 2024
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ACER GADGET INC.
MINUTES OF 2024 GENERAL
(Translation)
The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2024 Gener
subject matter stated herein.
Time and Date: 9:00 a.m., May 29, 2024
Venue: 3F, No.88, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City
Type: Hybrid Shareholders Meeting (Physical shareholders' meeting with assistance of video conferencing)
Video Conferencing Platform: The eServices platform of Taiwan Depository & Clearing Corporation (Website: https://stockservices.tdcc.com.tw)
Total outstanding shares of ACER GADGET INC. : 61,860,000 shares
Total shares represented by shareholders present in person or proxy: 42,090,620 shares
Percentage of shares held by shareholders present in person or proxy: 68.04%
Chairman: Jerry Kao
Recorder: Randy Cheng
Directors present: Jerry Kao (Acer Inc. Legal Representative), Sophia Chen (Acer Inc. Legal
Representative), Ming-Hui Lin (Convener of the Audit Committee), Ying-Chi Yu (Independent Director)
The aggregate shareholding of the shareholders present in person or proxy constituted a quorum.
The Chairman called the meeting to order.
1. Report Items
(1) Business Report for the Year 2023
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Explanatory Notes: Please refer to Attachment 1.
Explanatory Notes: Please refer to Attachment 2.
- (3) To Report on the Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the Year 2023
Explanatory Notes:
-
a.
-
-sharing bonus
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b.
-
c.
2. Proposed Item for Ratification and Discussion
Item 1
Proposal: Ratification Proposal of the Financial Statements and Business Report. (Proposed by the Board of Directors)
Explanatory Notes:
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(1) Statements for the year 2023, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow, have been audited by CPA Lilian Kao and CPA Ken Tang of KPMG.
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(2) The Business Report for the year 2023 and the forementioned Financial Statements are attached hereto as Attachment 1, pages 8 to 10 and Attachment 3, pages 12 to 29, which have been approved by the Audit Committee and resolved by the Board of Directors.
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(3) Please ratify.
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Resolution:
Shares present at the time of voting: 42,090,620 (votes casted electronically and video: 40,418,620)
| 0,418,620) | |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor: 40,136,620votes (40,136,620 votes) |
95.36% |
| Vote against: 21,000 votes (21,000 votes) |
0.05% |
| Votes invalid or abstained: 1,933,000 votes (261,000 votes) |
4.59% |
*including votes casted electronically and video (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
(Note: no comment was made by any shareholders regarding to this item)
Item 2
Proposal: Discussion of the Proposal of Profit Appropriation for the Year 2023. (Proposed by the Board of Directors)
Explanatory Notes:
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(1) At the beginning of the Year 2023, the undistributed earnings of the Company amounted to NT$0. After considering the net profit after tax for the Year 2023 and setting aside statutory surplus reserves in accordance with the law, the distributable earnings for this period amounted to NT$109,137,910. It is proposed to distribute dividends to shareholders in the amount of NT$102,069,000. After distribution, the remaining undistributed earnings at the end of the period total NT$7,068,910, which will be retained for distribution in future years.
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(2) All shareholder dividends will be distributed in cash to shareholders, calculated based on the
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ex-dividend record date. It is currently proposed to distribute cash dividends of NT$1.65 per share. Rounded down to NT$1 and the residue will be calculated and booked as the
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Agenda of 2024
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(3) Prior to the ex-dividend date for the distribution, should the cash distribution ratio require any adjustment due to amendment of laws or regulations, request by competent authorities, or any change of the numbers of the issued and outstanding shares, it is to authorize the Chairman with full power to adjust the distribution ratio.
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(4) The record date for ex-dividend is temporarily set on June 24, 2024, and the distribution date is set on July 23, 2024. Should the dates above be adjusted due to the amendment of laws or regulations, or request by competent authorities, the Chairman is authorized with full power to adjust accordingly.
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(5) The Profit Appropriation Statement for the Year 2023 are attached hereto as Attachment 4.
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(6) Please discuss.
Resolution:
Shares present at the time of voting: 42,090,620 (votes casted electronically and video: 40,418,620)
| 0,418,620) | |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor: 40,136,620votes (40,136,620 votes) |
95.35% |
| Vote against: 25,000 votes (25,000 votes) |
0.06% |
| Votes invalid or abstained: 1,933,000 votes (261,000 votes) |
4.59% |
*including votes casted electronically and video (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
(Note: no comment was made by any shareholders regarding to this item)
Item 3
Proposal: Discussion of the Amendments to the Articles of Incorporation of the Company. (Proposed by the Board of Directors)
Explanatory Notes:
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- (1) Due to the National Communications Commission abolishing the business license for Type II telecommunications enterprises under the Telecommunications Act, and the Company has established an Audit Committee to replace the supervisor, as well as in compliance with the provisions of the Company Act, it is proposed to amend certain provisions of the Articles of Incorporation of the Company. Please refer to the comparison table of the amended Articles of Incorporation of the Company. (Attachment 5).
(2) Please discuss.
Resolution:
Shares present at the time of voting: 42,090,620 (votes casted electronically and video: 40,418,620)
| 0,418,620) | |
|---|---|
| Voting Results* | % of the total represented share present |
| Votes in favor: 40,136,620votes (40,136,620 votes) |
95.36% |
| Vote against: 21,000 votes (21,000 votes) |
0.05% |
| Votes invalid or abstained: 1,933,000 votes (261,000 votes) |
4.59% |
*including votes casted electronically and video (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
(Note: no comment was made by any shareholders regarding to this item)
3. Extemporary Motion: None
4. Meeting Adjourned: 9:20 am
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Agenda of 2024
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Attachment 1
Business Report
I.Business policy and implementation overview
The Company, formerly known as E-TEN Information Systems, was established in 1986 at a time when GadgeTek, a subsidiary of the parent company, Acer, was focusing on smart wearables and 3C peripherals that improve lifestyles. Both companies took implementing cross-industry integration and providing solutions and products that improve lifestyles as the business core. Therefore, in order to mid-2021, with the Company as the surviving company and GadgeTek as the dissolved company.
After the merger, the Company has focused on "using technology to promote a smart life style." Our main products are smart device products, including computer peripherals, gaming peripherals, smart wearables, and smart mobility products. We have also branched out into the field of smart applications based on traditional computer peripheral components by developing smart computer peripherals, as well as sportswear and bags.
In recent years, we have been actively developing cross-industry integrated products, such as the smart wearable products with optimized electronic payment models, "Smart Prayers Beads" and "ePay Cross" in the early days, and the "Predator Thronos" and relevant gaming peripherals that have made esports training popular in Taiwan. These items have been selling well in the past. Due to the beginning of the pandemic in 2020, the Company's "Xplova E-Scooter", "NOZA Smart Trainer," and cycling apparel, bags, and accessories were sold well in Europe and Asia in 2021, building the Company's confidence in developing smart mobile product lines. Our eScooter launched in 2022 and our electricassist bicycle and eKinekt that converts kinetic energy to electricity rolled out in 2023 are innovative products developed by the Company using supply chain resources. In general, in addition to the growth in the sales of PC peripherals, which has benefited from the trend of using AI PCs, the Company's record revenue in 2023 was created with the help of the launch of the best-selling new products of the smart mobility product line.
II.Business plan implementation outcomes
In May 2023, the Company was approved for a cash capital increase by issuing new shares prior to listing, increasing the paid-in capital from NTD 600,000,000 to NTD 618,600,000. With the injection of
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Agenda of 2024
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capital resources, we continue to invest in the R&D and launch of new products for our three major product lines, PC peripherals, apparel and bags, and smart mobility services.
As we have considered ESG and AI/big data as development strategies and benefited from the gradual recovery of PC market conditions, the demand for short-term orders in the second and third quarters and the better-than-expected recovery of gaming PC market conditions in the second half of the year have driven the growth of our PC peripheral product sales and further boosted our overall business at the end of the year. In addition, our smart mobility product line includes eScooter, ebii electric-assist bicycle, and eKinekt. With big sales in the European market, the eScooter series had the strongest revenue growth among the items in 2023. The Company achieved record-high YoY growth in December and Q4 2023. The Company's revenue in December 2023 reached NTD 260 million, with an annual growth of 62.3%, which was also an all-time high in a single month and drove quarterly revenue to NTD 596 million, with a YoY growth of 55.6%. Our annual revenue reached NTD 2.086 billion, with a growth of 25.5% compared to 2022.
III.Financial income and expenses and profitability
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IV.Profitability analysis
The Company's net revenue reached a record high of NTD 2,085,866 thousand in 2023, with an increase of NTD 423,526 thousand from NTD 1,662,340 thousand in 2022, and both revenue and gross operating profit grew by 25% YoY. The one-time IPO fee for applying for listing in 2023 and the pre-launch R&D expenses for new products such as an electric-assist bicycle and eKinekt that converts kinetic energy to electricity made
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operating expenses increase from NTD 165,614 thousand in 2022 to NTD 217,308 thousand in 2023, with an increase of NTD 51,694 thousand. In 2023, the operating profit was NTD 108,011 thousand, showing an increase of NTD 14,084 thousand from NTD 93,927 thousand in 2022. An injection of NTD 23,068 thousand of exchange interest, interest revenue, and investment dividend revenue into the non-operating revenue had the profit before tax reach NTD 131,079 thousand. NTD 9,814 thousand of income tax expenses were recognized in the current period, resulting in an profit before tax of NTD 121,265 thousand, with a decrease of NTD 14,046 thousand from NTD 135,311 thousand in 2022.
V.Research and development status
Global enterprises are moving towards a net zero carbon future. The Company responds with green sustainability practices and smart technology. In addition to the two main product lines of computer peripherals & apparel and bags with steady growth, we will continue to roll out new products using ecofriendly materials, combine AI and big data R&D capabilities, and create diversified application product lines and new micro-mobility solutions by using the advantages of cross-industry alliances and innovative business models in order to build a more complete zero-carbon urban mobility ecosystem for cities in the future.
In the future, the Company will keep our focus on innovative applications of smart devices and strive for outstanding performance in the field of micro-mobility vehicles. In early 2023, we further expanded our electric-assist bicycle series enabled by artificial intelligence. Our first-launched Acer ebii electric-assist bicycle with an innovative environmental protection concept and AI technology provides a personalized riding experience through machine learning, and has won major international design awards in 2023, including application integrating big data has also been recognized by the German Red Dot Design Award. ebii became popular in the market immediately after its launch. We will keep increasing shipment momentum to further boost our business performance.
More importantly, looking to the future, we will incorporate our ESG blueprint that is gradually taking applications and forward market analysis, innovation, design and technology are connected. From breadth to depth, we will create a stable pathway in the field of ESG-related products.
Chairman of Board Corporate Officer Accounting Officer
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Attachment 2
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Proposal for profit appropriation. CPA Lilian Kao and CPA Ken Tang from KPMG were retained to audit port 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 AGT 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 Gadget Inc.
Convener of the Audit Committee: Lin Ming-hui
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March 12, 2024
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors Acer Gadget Inc.:
Opinion
We have audited the consolidated financial statements of Acer Gadget Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Acer Gadget Inc. and its subsidiaries as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Acer Gadget Inc. and its subsidiaries in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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4-1
Key audit matters for Acer Gadget Inc. and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 are stated as follows:
1. Revenue recognition
Refer to Note 4(o) for the accounting policies on revenue recognition and Note 6(p) for related disclosures of revenue recognition, respectively, to the consolidated financial statements.
Description of key audit matter:
Acer Gadget Inc. and its subsidiaries deal with customers located in different geographic areas worldwide and have various trade terms with customers. Revenue is recognized at the timing of transferring control of goods to customers, which is identified based on each individual sale transaction and trade term. Therefore, revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures including, among others, testing Acer Gadget Inc. and its subsidiaries’ internal controls over financial reporting in the sales and collection cycle; ensuring the correctness of the timing of revenue recognition through understanding of trade terms between Acer Gadget Inc. and its subsidiaries and their customers as well as performing a sample test of related transaction documents; performing analysis of revenue fluctuation of major customers and performing a sample test on sales transactions that took place before and after the balance sheet date to assess the accuracy of the timing of revenue recognition.
2. Valuation of inventories
Refer to Note 4(h) for the accounting policies on inventory valuation, Note 5(a) for the uncertainty of accounting estimations and assumptions for inventory valuation and Note 6(d) for the details of the writedown of inventories, respectively, to the consolidated financial statements.
Description of key audit matter:
Inventories are measured at the lower of cost and net realizable value. Due to the fierce market competition of innovative computer peripheral devices and intelligent life consumer products, Acer Gadget Inc. and its subsidiaries’ product price may fluctuate rapidly. Furthermore, the stocks for products may not meet customers’ demands thus becoming obsolete. These factors expose Acer Gadget Inc. and its subsidiaries to significant level of uncertainty particularly in the area of estimating net realizable value, which is subject to management’s judgments. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain audit procedures including, among others, evaluating whether valuation of inventories was accounted for in accordance with Acer Gadget Inc. and its subsidiaries’ accounting policies; obtaining the inventory aging report, analyzing the fluctuation of inventory aging and selecting samples to verify the accuracy of inventory aging classification; and testing the net realizable value of inventories to evaluate the reasonableness of inventory provisions.
Other Matter
Acer Gadget Inc. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued unmodified audit opinion and unmodified opinion with emphasis of matter paragraph, respectively.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing Acer Gadget Inc. and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Acer Gadget Inc. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Acer Gadget Inc. and its subsidiaries’ financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Acer Gadget Inc. and its subsidiaries’ internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Acer Gadget Inc. and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Acer Gadget Inc. and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Acer Gadget Inc. and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kao, Ching-Wen and Tang, Chia-Chien.
KPMG
Taipei, Taiwan (Republic of China) March 12, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
ACER GADGET INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| December 31, Assets Amount Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 889,139 1170 Accounts receivable, net (notes 6(c) and (p)) 80,593 1181 Accounts receivable from related parties (notes 6(c), (p) and 7) 357,660 1200 Other receivables 1,241 1210 Other receivables from related parties (note 7) - 130X Inventories (note 6(d)) 102,964 1479 Prepayments and other current assets 65,945 Total current assets 1,497,542 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income -non-current (note 6(b))281,591 1600 Property, plant and equipment (note 6(e)) 505 1755 Right-of-use assets (note 6(f)) 3,567 1760 Investment property (note 6(g)) 6,315 1780 Intangible assets (note 7) 1,906 1840 Deferred income tax assets (note 6(l)) 19,617 1975 Net defined benefit assets (note 6(k)) 46,887 1980 Refundable deposits (note 8) 1,801 1990 Other non-current assets 987 Total non-current assets 363,176 Total assets $ 1,860,718 |
December 31, | 2023 % 48 4 19 - - 6 4 81 15 - - - - 1 3 - - 19 100 |
December 31, 2022 Amount % 893,125 59 48,911 3 255,115 17 1,216 - 929 - 106,942 7 19,248 1 1,325,486 87 124,240 8 709 - 1,199 - 6,446 1 2,471 - 21,051 1 45,913 3 1,856 - 1,330 - 205,215 13 1,530,701 100 Liabilities and Equity Current liabilities: 2130 Contract liabilities -current (note 6(p))2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2209 Other payables (note 6(q)) 2220 Other payables to related parties (note 7) 2230 Current income tax liabilities 2250 Provisions -current (note 6(i))2280 Lease liabilities -current (notes 6(h) and 7)2365 Refund liabilities -current (note 7)2399 Other current liabilities Total current liabilities Non-current liabilities: 2527 Contract liabilities -non-current (note 6(p))2570 Deferred income tax liabilities (note 6(l)) 2580 Lease liabilities -non-current (notes 6(h) and 7)2645 Guarantee deposits received Total non-current liabilities Total liabilities Equity (note 6(m)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Retained earnings Total retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, | 2023 % 2 22 1 5 - - - - 1 - 31 - 1 - - 1 32 33 23 4 2 6 12 - 68 100 |
December 31, 2022 Amount % 39,713 3 291,475 19 1,353 - 92,813 6 11,714 1 7,961 - 11,230 1 1,208 - 6,528 - 1,059 - 465,054 30 998 - 13,123 1 - - 1,500 - 15,621 1 480,675 31 600,000 39 413,737 27 53,985 4 - - 133,344 9 187,329 13 (151,040) (10) 1,050,026 69 1,530,701 100 |
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| Amount 893,125 48,911 255,115 1,216 929 106,942 19,248 1,325,486 124,240 709 1,199 6,446 2,471 21,051 45,913 1,856 1,330 205,215 1,530,701 |
Amount $ 41,566 384,107 20,842 82,815 6,422 4,917 7,802 3,165 14,258 1,092 566,986 730 17,479 427 1,500 20,136 587,122 618,600 422,373 67,318 39,259 121,263 227,840 4,783 1,273,596 $ 1,860,718 |
Amount 39,713 291,475 1,353 92,813 11,714 7,961 11,230 1,208 6,528 1,059 465,054 998 13,123 - 1,500 15,621 480,675 600,000 413,737 53,985 - 133,344 187,329 (151,040) 1,050,026 1,530,701 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER GADGET INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Net revenue (notes 6(p), 7 and 14) 5000 Cost of revenue (notes 6(d), (i), 7 and 12) Gross profit Operating expenses (notes 6(c), (e), (f), (g), (h), (k), (n), (q), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses Operating income Non-operating income and loss (notes 6(h), (j), (r) and 7): 7100 Interest income 7190 Other income 7020 Other gains and losses 7050 Finance costs Total non-operating income and loss Income before income tax 7950 Income tax benefit (expense)(note 6(l)) Net income Other comprehensive income (loss) (note 6(m)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified subsequently to profit or loss Total items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations 8399 Income tax related to items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss), net of income tax Total comprehensive income for the year Net income attributable to: 8610 Shareholders of the Parent 8615 Former owner of organizational restructuring under common control Total comprehensive income attributable to: 8710 Shareholders of the Parent 8715 Former owner of organizational restructuring under common control Earnings per share (in New Taiwan dollars) (note 6(o)): 9750 Basic earnings per share Shareholders of the Parent Former owner of organizational restructuring under common control Basic earnings per share Diluted earnings per share Shareholders of the Parent 9850 Former owner of organizational restructuring under common control Diluted earnings per share |
2023 | % 100 (84) 16 (4) (4) (3) - (11) 5 1 - - - 1 6 - 6 - 7 - 7 - - - 7 13 6 - 6 13 - 13 1.98 1.98 1.97 1.97 |
2022 | % 100 (84) 16 (4) (3) (3) - (10) 6 - 1 - - 1 7 1 8 - (2) - (2) - - - (2) 6 8 - 8 6 - 6 3.00 0.04 3.04 2.95 0.04 2.99 |
|---|---|---|---|---|
| Amount $ 2,085,866 (1,760,547) 325,319 (83,839) (71,337) (62,109) (23) (217,308) 108,011 10,419 8,251 4,478 (80) 23,068 131,079 (9,816) 121,263 - 157,351 - 157,351 (1,528) - (1,528) 155,823 $ 277,086 $ 121,263 - $ 121,263 $ 277,086 - $ 277,086 $ - $ $ - $ |
Amount 1,662,340 (1,402,799) 259,541 (67,782) (51,918) (45,630) (284) (165,614) 93,927 2,538 12,466 11,782 (40) 26,746 120,673 14,639 135,312 4,794 (43,924) (959) (40,089) 830 - 830 (39,259) 96,053 133,344 1,968 135,312 94,085 1,968 96,053 |
|||
See accompanying notes to consolidated financial statements.
15
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER GADGET INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
Attributable to shareholders of the Parent
| Balance at January 1, 2022 Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) in 2022 Appropriation of earnings: Legal reserve used to offset accumulated deficits Capital surplus transferred to common stock Capital increase by cash Organizational restructuring under common control Share-based compensation cost Balance at December 31, 2022 Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) in 2023 Appropriation of earnings: Legal reserve Special reserve Cash dividends distributed to shareholders Share-based compensation cost Cash distributed from capital surplus Capital increase by cash Balance at December 31, 2023 |
Common stock $ 125,397 - - - - 174,603 300,000 - - 600,000 - - - - - - - - 18,600 $ 618,600 |
Capital surplus 348,324 - - - - (174,603) 240,000 - 16 413,737 - - - - - - 124 (18,248) 26,760 422,373 |
Retained earnings | Retained earnings | Total 53,985 133,344 - 133,344 - - - - - 187,329 121,263 - 121,263 - - (80,752) - - - 227,840 |
Other equity | Other equity | Total (111,781) - (39,259) (39,259) - - - - - (151,040) - 155,823 155,823 - - - - - - 4,783 |
Total equity attributable to shareholders of the Parent 415,925 133,344 (39,259) 94,085 - - 540,000 - 16 1,050,026 121,263 155,823 277,086 - - (80,752) 124 (18,248) 45,360 1,273,596 |
Equity attributable to former owner of organizational restructuring under common control 14,236 1,968 - 1,968 - - - (16,204) - - - - - - - - - - - - |
Total equity 430,161 135,312 (39,259) 96,053 - - 540,000 (16,204) 16 1,050,026 121,263 155,823 277,086 - - (80,752) 124 (18,248) 45,360 1,273,596 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 143,269 - - - (89,284) - - - - 53,985 - - - 13,333 - - - - - 67,318 |
Special reserve - - - - - - - - - - - - - - 39,259 - - - - 39,259 |
Retained earnings (accumulated deficit) (89,284) 133,344 - 133,344 89,284 - - - - 133,344 121,263 - 121,263 (13,333) (39,259) (80,752) - - - 121,263 |
Foreign currency translation differences (201) - 830 830 - - - - - 629 - (1,528) (1,528) - - - - - - (899) |
Unrealized gain (loss) from financial assets measured at fair value through other comprehensive income (106,444) - (43,924) (43,924) - - - - - (150,368) - 157,351 157,351 - - - - - - 6,983 |
Remeasurements of defined benefit plans (5,136) - 3,835 3,835 - - - - - (1,301) - - - - - - - - - (1,301) |
See accompanying notes to consolidated financial statements.
16
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER GADGET INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit or loss: Interest income Depreciation Amortization Expected credit loss Interest expense Dividend income Share-based compensation cost Loss on disposal of property, plant and equipment Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Accounts receivable Accounts receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments and other assets Net defined benefit assets Total changes in operating assets Changes in operating liabilities: Accounts payable Accounts payable to related parties Other payables Other payables to related parties Refund liabilities Contract liabilities Other current liabilities Provisions Total changes in operating liabilities Total changes in operating assets and liabilities Cash provided by operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities |
2023 $ 131,079 (10,419) 5,667 665 23 80 (6,965) 124 - (10,825) (31,705) (102,545) (25) 929 3,978 (45,535) (974) (175,877) 92,632 19,489 (9,998) (5,292) 7,730 1,585 33 (3,428) 102,751 (73,126) 47,128 10,419 (80) (7,889) 49,578 |
2022 120,673 (2,538) 3,916 164 284 40 (10,629) 16 32 (8,715) 76,441 (60,479) (203) 245 (10,804) (6,295) (1,572) (2,667) 31,433 (10,470) (28,899) (13,409) (5,854) (8,475) (1,836) 3,916 (33,594) (36,261) 75,697 2,538 (40) (2,142) 76,053 |
|---|---|---|
(Continued)
See accompanying notes to consolidated financial statements.
17
8-1
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
ACER GADGET INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Additions to property, plant and equipment Decrease in refundable deposits Decrease in other receivables from related parties Additions to intangible assets Dividends received Net cash flows provided by investing activities Cash flows from financing activities: Decrease in guarantee deposits received Payment of lease liabilities Cash dividends distributed to shareholders Capital increase by cash Organizational restructuring under common control Net cash flows provided by (used in) financing activities Effect of exchange rate changes Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
|
|---|---|
See accompanying notes to consolidated financial statements.
18
3
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors Acer Gadget Inc.:
Opinion
We have audited the parent-company-only financial statements of Acer Gadget Inc. ( the “Company”), which comprise the parent-company-only balance sheets as of December 31, 2023 and 2022, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent-company-only financial statements present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2023 and 2022, and its parent-company-only financial performance and its parent-company-only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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Key audit matters for the Company’s parent-company-only financial statements for the year ended December 31, 2023 are stated as follows:
1. Revenue recognition
Refer to Note 4(o) for the accounting policies on revenue recognition and Note 6(q) for related disclosures of revenue recognition, respectively, to the parent-company-only financial statements.
Description of key audit matter:
The Company deals with customers located in different geographic areas worldwide and has various trade terms with customers. Revenue is recognized at the timing of transferring control of goods to customers, which is identified based on each individual sale transaction and trade term. Therefore, revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures including, among others, testing the Company’ s internal controls over financial reporting in the sales and collection cycle; ensuring the correctness of the timing of revenue recognition through understanding of trade terms between the Company and its customers as well as performing a sample test of related transaction documents; performing analysis of revenue fluctuation of major customers and performing a sample test on sales transactions that took place before and after the balance sheet date to assess the accuracy of the timing of revenue recognition.
2. Valuation of inventories
Refer to Note 4(g) for the accounting policies on inventory valuation, Note 5(a) for uncertainty of accounting estimations and assumptions for inventory valuation and Note 6(d) for the details of the write-down of inventories, respectively, to the parent-company-only financial statements.
Description of key audit matter:
Inventories are measured at the lower of cost and net realizable value. Due to the fierce market competition of innovative computer peripheral devices and intelligent life consumer products, the Company’s product price may fluctuate rapidly. Furthermore, the stocks for products may not meet customers’ demands thus becoming obsolete. These factors expose the Company to significant level of uncertainty particularly in the area of estimating net realizable value, which is subject to management’s judgments. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, we have performed certain audit procedures including, among others, evaluating whether valuation of inventories was accounted for in accordance with the Company’s accounting policies; obtaining the inventory aging report, analyzing the fluctuation of inventory aging and selecting samples to verify the accuracy of inventory aging classification; and testing the net realizable value of inventories to evaluate the reasonableness of inventory provisions.
20
3-2
Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parentcompany-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent-company-only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the disclosures, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the investee companies accounted for using the equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kao, Ching-Wen and Tang, Chia-Chien.
KPMG
Taipei, Taiwan (Republic of China) March 12, 2024
Notes to Readers
The accompanying parent-company-only financial statements are intended only to present the parent-company-only financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent-company-only financial statements, the Chinese version shall prevail.
22
4
(English Translation of Parent-Company-Only Financial Statements and Report Originally Issued in Chinese)
ACER GADGET INC.
Parent-Company-Only Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| December 31, Assets Amount Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 849,203 1170 Accounts receivable, net (notes 6(c) and (q)) 80,593 1180 Accounts receivable from related parties (notes 6(c), (q) and 7) 249,876 1200 Other receivables 1,241 1210 Other receivables from related parties (note 7) - 130X Inventories (note 6(d)) 102,964 1479 Prepayments and other current assets 65,666 Total current assets 1,349,543 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive income -non-current (note 6(b))281,591 1550 Investments accounted for using the equity method (note 6(e)) 64,766 1600 Property, plant and equipment (note 6(f)) 505 1755 Right-of-use assets (note 6(g)) 3,567 1760 Investment property (note 6(h)) 6,315 1780 Intangible assets (note 7) 1,906 1840 Deferred income tax assets (note 6(m)) 19,617 1975 Net defined benefit assets (note 6(l)) 46,887 1980 Refundable deposits (note 8) 1,801 1990 Other non-current assets 987 Total non-current assets 427,942 Total assets $ 1,777,485 |
December 31, | 2023 % 48 4 14 - - 6 4 76 16 4 - - - - 1 3 - - 24 100 |
December 31, 2022 Amount % 814,973 56 48,911 4 224,422 15 1,216 - 929 - 106,942 7 19,016 1 1,216,409 83 124,240 9 46,583 3 709 - 1,199 - 6,446 1 2,471 - 21,051 1 45,913 3 1,856 - 1,332 - 251,800 17 1,468,209 100 Liabilities and Equity Current liabilities: 2130 Contract liabilities -current (note 6(q))2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables 2220 Other payables to related parties (note 7) 2230 Current income tax liabilities 2250 Provisions -current (note 6(j))2280 Lease liabilities -current (notes 6(i) and 7)2365 Refund liabilities -current (note 7)2399 Other current liabilities Total current liabilities Non-current liabilities: 2527 Contract liabilities -non-current (note 6(q))2570 Deferred income tax liabilities (note 6(m)) 2580 Lease liabilities -non-current (notes 6(i) and 7)2645 Guarantee deposits received Total non-current liabilities Total liabilities Equity (note 6(n)): 3110 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Retained earnings Total retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, | 2023 % 2 18 1 5 - - - - 1 - 27 - 1 - - 1 28 35 24 4 2 7 13 - 72 100 |
December 31, 2022 Amount % 26,003 2 256,263 17 1,353 - 92,239 6 9,089 1 4,880 - 8,197 1 1,208 - 2,271 - 1,059 - 402,562 27 998 - 13,123 1 - - 1,500 - 15,621 1 418,183 28 600,000 41 413,737 28 53,985 4 - - 133,344 9 187,329 13 (151,040) (10) 1,050,026 72 1,468,209 100 |
|---|---|---|---|---|---|---|
| Amount 814,973 48,911 224,422 1,216 929 106,942 19,016 1,216,409 124,240 46,583 709 1,199 6,446 2,471 21,051 45,913 1,856 1,332 251,800 1,468,209 |
Amount $ 36,711 316,582 20,842 81,947 5,462 - 6,404 3,165 11,548 1,092 483,753 730 17,479 427 1,500 20,136 503,889 618,600 422,373 67,318 39,259 121,263 227,840 4,783 1,273,596 $ 1,777,485 |
Amount 26,003 256,263 1,353 92,239 9,089 4,880 8,197 1,208 2,271 1,059 402,562 998 13,123 - 1,500 15,621 418,183 600,000 413,737 53,985 - 133,344 187,329 (151,040) 1,050,026 1,468,209 |
See accompanying notes to parent-company-only financial statements.
23
5
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
ACER GADGET INC.
Parent-Company-Only Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Net revenue (notes 6(q) and 7) 5000 Cost of revenue (notes 6(d), (j), 7 and 12) Gross profit Operating expenses (notes 6(c), (f), (g), (h), (i), (l), (o), (r), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss Total operating expenses Operating income Non-operating income and loss (notes 6(f), (i), (k), (s) and 7): 7100 Interest income 7190 Other income 7020 Other gains and losses 7375 Share of profits of subsidiaries 7050 Finance costs Total non-operating income and loss Income before income tax 7950 Income tax benefit (expense)(note 6(m)) Net income Other comprehensive income (loss) (notes 6(l), (m) and (n)): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to items that will not be reclassified subsequently to profit or loss Total items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations 8399 Income tax related to items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss), net of income tax Total comprehensive income for the year Net income attributable to: 8610 Shareholders of the Parent 8615 Former owner of organizational restructuring under common control Total comprehensive income attributable to: 8710 Shareholders of the Parent 8715 Former owner of organizational restructuring under common control Earnings per share (in New Taiwan dollars) (note 6(p)): 9750 Basic earnings per share Shareholders of the Parent Former owner of organizational restructuring under common control Basic earnings per share 9850 Diluted earnings per share Shareholders of the Parent Former owner of organizational restructuring under common control Diluted earnings per share |
2023 | % 100 (82) 18 (5) (4) (4) - (13) 5 1 - - 1 - 2 7 - 7 - 10 - 10 - - - 10 17 7 - 7 17 - 17 1.98 1.98 1.97 1.97 |
2022 | % 100 (83) 17 (4) (4) (3) - (11) 6 - - 1 1 - 2 8 1 9 - (2) - (2) - - - (2) 7 9 - 9 7 - 7 3.00 0.04 3.04 2.95 0.04 2.99 |
|---|---|---|---|---|
| Amount $ 1,652,784 (1,354,490) 298,294 (80,403) (70,968) (62,109) (23) (213,503) 84,791 9,336 6,965 4,516 19,711 (80) 40,448 125,239 (3,976) 121,263 - 157,351 - 157,351 (1,528) - (1,528) 155,823 $ 277,086 $ 121,263 - $ 121,263 $ 277,086 - $ 277,086 $ - $ $ - $ |
Amount 1,458,833 (1,213,981) 244,852 (66,482) (51,580) (45,631) (284) (163,977) 80,875 1,666 10,629 11,782 11,184 (40) 35,221 116,096 19,216 135,312 4,794 (43,924) (959) (40,089) 830 - 830 (39,259) 96,053 133,344 1,968 135,312 94,085 1,968 96,053 |
|||
See accompanying notes to parent-company-only financial statements.
24
6
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
ACER GADGET INC.
Parent-Company-Only Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2022 Net income in 2022 Other comprehensive income (loss) in 2022 Total comprehensive income (loss) in 2022 Appropriation of earnings: Legal reserve used to offset accumulated deficits Capital surplus transferred to common stock Capital increase by cash Share-based compensation cost Organizational restructuring under common control Balance at December 31, 2022 Net income in 2023 Other comprehensive income (loss) in 2023 Total comprehensive income (loss) in 2023 Appropriation of earnings: Legal reserve Special reserve Cash dividends distributed to shareholders Share-based compensation cost Cash distributed from capital surplus Capital increase by cash Balance at December 31, 2023 |
Common stock $ 125,397 - - - - 174,603 300,000 - - 600,000 - - - - - - - - 18,600 $ 618,600 |
Capital surplus 348,324 - - - - (174,603) 240,000 16 - 413,737 - - - - - - 124 (18,248) 26,760 422,373 |
Retained earnings | Retained earnings | Total 53,985 133,344 - 133,344 - - - - - 187,329 121,263 - 121,263 - - (80,752) - - - 227,840 |
Other | equity | Total (111,781) - (39,259) (39,259) - - - - - (151,040) - 155,823 155,823 - - - - - - 4,783 |
Equity attributable to former owner of organizational restructuring under common control 14,236 1,968 - 1,968 - - - - (16,204) - - - - - - - - - - - |
Total equity |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve 143,269 - - - (89,284) - - - - 53,985 - - - 13,333 - - - - - 67,318 |
Special reserve - - - - - - - - - - - - - - 39,259 - - - - 39,259 |
Retained earnings (accumulated deficit) (89,284) 133,344 - 133,344 89,284 - - - - 133,344 121,263 - 121,263 (13,333) (39,259) (80,752) - - - 121,263 |
Foreign currency translation differences (201) - 830 830 - - - - - 629 - (1,528) (1,528) - - - - - - (899) |
Unrealized gain (loss) from financial assets measured at fair value through other comprehensive income (106,444) - (43,924) (43,924) - - - - - (150,368) - 157,351 157,351 - - - - - - 6,983 |
Remeasurements of defined benefit plans (5,136) - 3,835 3,835 - - - - - (1,301) - - - - - - - - - (1,301) |
|||||||
| 430,161 135,312 (39,259) 96,053 - - 540,000 16 (16,204) 1,050,026 121,263 155,823 277,086 - - (80,752) 124 (18,248) 45,360 1,273,596 |
See accompanying notes to parent-company-only financial statements.
25
7
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
ACER GADGET INC.
Parent-Company-Only Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit or loss: Depreciation Amortization Expected credit loss Interest income Share-based compensation cost Dividend income Interest expense Share of profit of subsidiaries Loss on disposal of property, plant and equipment Total adjustments for profit or loss Changes in operating assets and liabilities: Changes in operating assets: Accounts receivable Accounts receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments and other assets Net defined benefit assets Changes in operating assets Accounts payable Accounts payable to related parties Other payables Other payables to related parties Refund liabilities Contract liabilities Provisions Other current liabilities Changes in operating liabilities Total changes in operating assets and liabilities Cash provided by operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities |
2023 $ 125,239 5,667 665 23 (9,336) 124 (6,965) 80 (19,711) - (29,453) (31,705) (25,454) (25) 929 3,978 (45,487) (974) (98,738) 60,319 19,489 (10,292) (3,627) 9,277 10,440 (1,793) 33 83,846 (14,892) 80,894 9,336 (80) (3,884) 86,266 |
2022 116,096 3,916 164 284 (1,666) 16 (10,629) 40 (11,184) 32 (19,027) 60,648 (35,859) (203) 245 (10,804) (6,065) (1,572) 6,390 22,573 (10,470) (29,463) (14,048) (6,739) (14,572) 3,534 (83) (49,268) (42,878) 54,191 1,666 (40) (646) 55,171 |
|---|---|---|
(Continued)
See accompanying notes to parent-company-only financial statements.
26
7-1
(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)
ACER GADGET INC.
Parent-Company-Only Statements of Cash Flows (Continued)
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| 2023 Cash flows from investing activities: Additions to property, plant and equipment (186) Decrease in other receivables from related parties - Additions to intangible assets (100) Decrease in refundable deposits 55 Dividends received 6,965 Net cash flows provided by investing activities 6,734 Cash flows from financing activities: Decrease in guarantee deposits received - Payment of lease liabilities (5,130) Cash dividends distributed to shareholders (99,000) Capital increase by cash 45,360 Organizational restructuring under common control - Net cash flows provided by (used in) financing activities (58,770) Increase in cash and cash equivalents 34,230 Cash and cash equivalents at beginning of year 814,973 Cash and cash equivalents at end of year $ 849,203 |
2022 (279) 70,000 (2,433) 699 10,629 78,616 (46) (3,468) - 540,000 (16,204) 520,282 654,069 160,904 814,973 |
|---|---|
See accompanying notes to parent-company-only financial statements.
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Attachment 4
Acer Gadget Inc. 2023 Statement of Profit Appropriation
| Unit NT$ |
|
|---|---|
| $ 0 | |
| Beginning Balance of Un-appropriated Retained Earnings | |
| 121,264,344 | |
| Plus 2023 Net Income after Tax |
|
| (12,126,434) | |
| Deduct Legal Reserve |
|
| Appropriation Items | $ 109,137,910 |
| Cash Dividends to Shareholders | (102,069,000) |
| $ 7,068,910 | |
| Ending Balance of Un-appropriated Retained Earnings | |
| Chairman of Board Corporate Officer Accounting Officer |
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Attachment 5
Acer Gadget Inc. Articles of Incorporation Comparison Table of Amended Articles
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(7) (7)
(8) (8)
(9) (9)
(10) (10)
(11) (11)
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(13) (13)
(14) (14)
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(15) (15)
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(22) (22)
(23) (23)
(24) (24)
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(29) (29)
(30) (30)
(31) (31)
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(32) (33) (34) (35) (36) (37) (38) (39)
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