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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

1

Agenda of 2024

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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

  • 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:

  • (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.

  • (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.

  • (3) Please ratify.

2

Agenda of 2024

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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:

  • (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.

  • (2) All shareholder dividends will be distributed in cash to shareholders, calculated based on the

  • 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.

  • (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.

  • (5) The Profit Appropriation Statement for the Year 2023 are attached hereto as Attachment 4.

  • (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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Agenda of 2024

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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

5

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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Agenda of 2024

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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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Agenda of 2024

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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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4

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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.

10

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.

11

4-2

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:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Acer 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.

12

4-3

  1. 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.

  2. 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.

13

5

(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 incomenon-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 liabilitiescurrent (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
Provisionscurrent (note 6(i))
2280
Lease liabilitiescurrent (notes 6(h) and 7)
2365
Refund liabilitiescurrent (note 7)
2399
Other current liabilities
Total current liabilities
Non-current liabilities:
2527
Contract liabilitiesnon-current (note 6(p))
2570
Deferred income tax liabilities (note 6(l))
2580
Lease liabilitiesnon-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
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.

14

6

(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

==> picture [76 x 31] intentionally omitted <==

==> picture [169 x 19] intentionally omitted <==

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.

19

3-1

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:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, 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.

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

21

3-3

  1. 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 incomenon-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 liabilitiescurrent (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
Provisionscurrent (note 6(j))
2280
Lease liabilitiescurrent (notes 6(i) and 7)
2365
Refund liabilitiescurrent (note 7)
2399
Other current liabilities
Total current liabilities
Non-current liabilities:
2527
Contract liabilitiesnon-current (note 6(q))
2570
Deferred income tax liabilities (note 6(m))
2580
Lease liabilitiesnon-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.

27

Agenda of 2024

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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

28

Agenda of 2024

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Attachment 5

Acer Gadget Inc. Articles of Incorporation Comparison Table of Amended Articles

==> picture [463 x 612] intentionally omitted <==

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

(1) (1)
(2) (2)
(3) (3)
(4) (4)
(5) (5)
(6) (6)
(7) (7)
(8) (8)
(9) (9)
(10) (10)
(11) (11)
(12) (12)
(13) (13)
(14) (14)
----- End of picture text -----

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Agenda of 2024

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

(15) (15)
(16) (16)
(17) (17)
(18) (18)
(19) (19)
(20) (20)
(21) (21)
(22) (22)
(23) (23)
(24) (24)
(25) (25)
(26) (26)
(27) (27)
(28) (28)
(29) (29)
(30) (30)
(31) (31)
----- End of picture text -----

30

Agenda of 2024

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(32) (33) (34) (35) (36) (37) (38) (39)

31

Agenda of 2024

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Agenda of 2024

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33

Agenda of 2024

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34

Agenda of 2024

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35

Agenda of 2024

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36