2013 annual general shareholders’ meeting meeting minutes · 2013 annual general shareholders’...

- 1 -

[Translation]

Stock Code: 2382

QUANTA COMPUTER INC.

2013 Annual General Shareholders’ Meeting

Meeting Minutes

June 24, 2013

- 2 -

QUANTA COMPUTER INC.

2013 Annual General Shareholders’ Meeting Minutes

Time: June 24, 2013 (Monday) at 9:00 am

Venue: Quanta Computer (No. 188, Wen-Hwa 2nd Road, Kuei Shan, Taoyuan Shien, Taiwan)

Total shares represented by shareholders present in person or proxy: 3,326,888,191 shares,

or 86.31% of total outstanding shares of 3,846,515,432.

Chairman: Barry Lam

Attendees: Wan-Wan, Lin (CPA); Stacey Liao (Lawyer)

Recorder: Hsin-Yi, Chien

The aggregate shareholding of the shareholders present in person or proxy constituted a

quorum. The Chairman called the meeting to order.

Chairman’s Address: (Omitted)

I. Report Items:

Item 1. Report adjustments on the Company's distributable earnings and provision for

special reserves post adoption of IFRSs

Description:

Under order No. 1010012865 issued by the Financial Supervisory Commission

on April 6th

, 2012, the following adjustments were reported:

(1) Post adoption of IFRSs, net reduction on the Company’s retained earnings

on January 1st, 2012 (the date of transition) was NT$224,328,000.

Accumulated reduction on retained earnings for reporting period ended on

January 1st, 2013 was NT$253,238,000

(2) Under order No. 1010012865 issued by the Financial Supervisory

Commission on April 6th

, 2012, since the Company does not have

unrealized revaluation increment and cumulative translation adjustment that

shall be reclassified to retained earnings based on the adoption of the

exemptions under IFRS 1 – First Time Adoption of International Financial

Reporting Standards, the Company does not have to recognize special

reserve on the date of transition.

Shareholders’ Comments:

Shareholder 166996 inquired about details of the attendees, including in-person,

by proxy or solicitation. Additional inquiries were also made on the procedure

of election for directors and supervisors, voting on the removal of non-

competition clauses on new board members, as well as business report.

Shareholder 96282 inquired about shareholders present in person and

shareholders who solicited their proxies, procedure of electronic voting system,

and the flow of annual general shareholders’ meeting.

- 3 -

Upon solicitation of comments by Chairman, CFO and lawyer, both

shareholders had no further comments.

II. Approval Items:

Item 1. To accept FY2012 business report and financial statements

Description:

(1) Quanta Computer’s 2012 Financial Statements, including Balance Sheet,

Income Statement, Statement of Changes in Shareholders’ Equity, and Cash

Flow Statement, were audited and certified by KPMG Certified Public

Accountants. Please refer to attachment I, and for financial reports please refer

to website: http://mops.tse.com.tw

Voting Results:

The number of votes casted for the proposal was 2,731,348,357 or 82.10% of the

votes represented by the shareholders present.

RESOLVED, that the 2012 Financial Statements hereby were accepted as

submitted.

Shareholders Comments:

Shareholder 139886 inquired about industry trend, development of cloud-related

business, selling expenses, as well as some financial items on the financial

statements. Additional inquiries about successor plan for Chairman and financial

impact from indirect investments on various cloud-related businesses.

Shareholder 96282 inquired about the Company’s action plan on post-PC era,

impact of information security concern on cloud-related business, and necessities

of various indirect investments.

Shareholder 59278 commented on litigations disclosed in the financial statements.

Shareholder 166996 inquired about interest income, interest expenses and

litigations disclosed in the financial statements.

Upon solicitation of comments by Chairman, CFO and accountant,

aforementioned shareholders had no further comments.

Item 2. To approve the allocation of FY2012 distributable earnings

Description:

(1) The amount for 2012 earnings available for distribution is derived from net

income after tax and after a 10% legal capital reserve. In accordance with

article 27 of Articles of Incorporation, the distribution details are listed as

below and were thereof reviewd and approved by the supervisors.

(2) After shareholders’ meeting approval, the Board of Directors will separately

announce the dividend distribution date.

(3) The total amount of common shares outstanding may change and the

ultimate cash and stock to be distributed to each common share may need to

http://mops.tse.com.tw/

- 4 -

be adjusted accordingly should regulations change, officials request or

operation needs. It is proposed that the Board of Directors of Quanta

Computer be authorized to make necessary adjustments.

Quanta Computer Inc.

2012 Statement of Distribution of Retained Earnings Unit: NT$

Item Total

Undistributed Surplus at the Beginning of the Period 27,906,063,918

2012 Net Income After Tax 23,039,047,428

Distributable Earnings 50,945,111,346

Less: Legal Reserve from Surplus

Less: Special Reserve from Surplus

(2,303,904,743)

(443,079,288)

Distribution Items:

Less: Cash Dividends

Undistributed Earnings at the end of the Period

Notes:

(15,417,033,728)

32,781,093,587

2,056,277,103

42,000,000

Employees’ Bonus in Cash

Remuneration to Directors and Supervisors

Note: The stock dividend is NT$0 per share, cash dividend is NT$4.0 per share.

Voting Results:



RESOLVED, that the allocation of FY2012 retained earnings hereby were accepted

as submitted.

III. Discussion Items:

Item 1. To approve the revision of the Procedures for Lending Funds to Other Parties,

and Endorsements & Guarantees

Description:

(1) To accommodate the amendment of the Company Law, TSE regulations and

development of the Company.

(2) Comparison of Amendments on Procedures for Lending Funds to Other

Parties, and Endorsements & Guarantees is described in Attachment IV.

Voting Results:



RESOLVED, that the revision of the Procedures for Lending Funds to Other

Parties, and Endorsements & Guarantees hereby were accepted as submitted.

- 5 -

Item 2. To approve the revision of the Articles of Incorporation

Description:

(1) To accommodate the amendment of the Company Law, TSE regulations and

development of the Company.

(2) Comparison of Amendments on Articles of Incorporation is described in

Attachment V.

Voting Results:



RESOLVED, that the revision of the Articles of Incorporation hereby were

accepted as submitted.

IV. Election Items:

Item 1. Election of Company Directors and Supervisors

Description:

(1) The term of office for directors and supervisors will expire on June 17, 2013.

(2) In accordance with the Articles of Incorporation, the Company should elect

five directors (including two independent directors) and three supervisors

with three years of term of office. Election of independent directors and

supervisors is conducted under the “candidate nomination system”, where

independent directors and supervisors are elected from the nominated

candidates. Please refer to attachment VI for candidate list and relevant

information for Independent Board of Directors. Newly appointed directors

and supervisors will assume their office after the present shareholders’

meeting on June 24, 2013 and with term of office expires on June 23, 2016.

(3) Please elect

Voting Results:

1. Elected Directors

ID No. Name Electoral Vote Counts Note

1 Barry Lam 2,920,590,829

5 C.C. Leung 2,823,342,804

528 C.T. Huang 2,642,465,277

99044 Wei-Ta, Pan 2,642,091,733 Independent

Director

K1210**** Chi-Chih, Lu 2,642,063,771 Independent

Director

2. Elected Supervisors

ID No. Name Electoral Vote Counts Note

6 S.C. Liang 2,767,944,088

R1214**** Cheng-Lin, Lee 2,707,773,688

A1224**** Ching-Yi, Chang 2,701,877,059

- 6 -

V. Supplementary Items

Item 1. To propose for approval of remove non-competition clauses on new board

members

Description:

(1) According to Company Law Article 209-Chapter 1, a director who does

anything for himself or on behalf of another person that is within the scope

of the company's business, shall explain to the meeting of shareholders the

essential contents of such an act and secure its approval.

(2) A newly elected director who invests or runs a business which has similar or

same scope to the Company, the Board of Directors would like to request

shareholders’ meeting to remove such non-competition clause on the back

of needs on operating or investment.

(3) Newly elected directors with concurrent job post is listed in details in

attachment VI

Voting Results:



RESOLVED, that the removal of non-competition clauses on new board members

hereby were accepted as submitted.

VI. Special Motion:

NONE

VII. Meeting Adjourned: 10:45am

**In case of any discrepancy between the English and Chinese version of those minutes of 2013 Annual

General Shareholders’ Meeting, the Chinese version shall prevail.

- 7 -

Attachment I

(English Translation of Financial Report Originally Issued In Chinese)

Independent Auditors’ Report

To the Board of Directors and Shareholders of

Quanta Computer Inc.:

We have audited the accompanying balance sheets of Quanta Computer Inc. (the Company) as of

December 31, 2012 and 2011, and the related statements of income, changes in stockholders’ equity,

and cash flows for the years then ended. These financial statements are the responsibility of the

Company’s management. Our responsibility is to express an opinion on these financial statements

based on our audits.

We conducted our audits in accordance with “Rules Governing Auditing and Certification of

Financial Statements by Certified Public Accountants” and auditing standards generally accepted in

the Republic of China. Those regulations and standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the

financial position of Quanta Computer Inc. as of December 31, 2012 and 2011, and the results of its

operations and its cash flows for the years then ended in conformity with Guidelines Governing the

Preparation of Financial Reports by Securities Issuers, and accounting principles generally accepted

in the Republic of China.

Quanta Computer Inc. has prepared consolidated financial statements as of and for the years ended

December 31, 2012 and 2011, on which we have both expressed the standard unqualified opinions.

KPMG

CPA: Lin, Wan Wan

Chiang, Chung Yi

March 29, 2013

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations 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 financial statements are those generally accepted and applied in the

Republic of China.

The auditors’ report and the accompanying 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

auditors’ report and financial statements, the Chinese version shall prevail.

- 10 -

- 11 -

- 12 -

- 13 -

- 14 -

(English Translation of Financial Report Originally Issued In Chinese)

Independent Auditors’ Report

To the Board of Directors and Shareholders of

Quanta Computer Inc.:

We have audited the accompanying consolidated balance sheets of Quanta Computer Inc. and its

subsidiaries (the Consolidated Company) as of December 31, 2012 and 2011, and the related

consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then

ended. These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with “Rules Governing Auditing and Certification of

Financial Statements by Certified Public Accountants” and auditing standards generally accepted in

the Republic of China. Those regulations and standards require that we plan and perform the audit to

obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatements. An audit includes examining, on a test basis, evidences supporting the amounts and

disclosures in the consolidated financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by management, as well as evaluating the overall

financial statement presentation. We believe that our audits provide a reasonable basis for our

opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of Quanta Computer Inc. and its subsidiaries as of December 31, 2012

and 2011, and the results of its operations and its consolidated cash flows for the years then ended in

conformity with Guidelines Governing the Preparation of Financial Reports by Securities Issuers, and

accounting principles generally accepted in the Republic of China

KPMG

CPA: Lin, Wan Wan

Chiang, Chung Yi

March 29, 2013

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations 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 financial statements are those generally accepted and applied in the

Republic of China.

The auditors’ report and the accompanying 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

auditors’ report and financial statements, the Chinese version shall prevail.

- 15 -

- 16 -

- 17 -

- 18 -

- 19 -

- 20 -

- 21 -

- 22 -

Attachment II

Business Report

Year 2012 was a difficult year filled with many challenges and uncertainties, including fiscal

cliff in the U.S., the European debt crisis, and unstable political conditions in the Middle East. The

series of events around the globe brought difficult challenges to the global economy. Despite the

challenging global environment we faced in 2012, Quanta Computer continues to deliver solid results

to our shareholders through endeavors of our employees. Quanta’s performance for FY2012 and

outlook for FY2013 are as follow:

I. Revenue and Income

Net revenue for the parent company in year 2012 slightly declined from the prior year to

NT$965.4MN, while the consolidated revenue sustained at NT$1.02TN. In addition, the non-NB

business continues to expand into servers, datacenters, tablets, networking and other cloud-related

business. The improved product mix into non-NB business resulted in margin improvement and

stable profitability. Net income after tax reached NT$23BN, a slight decline of 0.06% from the year

prior. EPS in 2012 was NT$6.01, while non-operating income and expenses were NT$10.5BN and

NT$857MN respectively.

The center of Quanta Computer’s R&D development efforts focuses on acting as a “System

Solution Provider” in Cloud Computing business through integrating “Cloud Computing”,

“Connectivity Technology”, and “Client Device”.

In terms of operations & management, Quanta Computer leverages our strength in logistics and

e-procurement system to further optimize our expertise and superior technology in developing and

manufacturing notebook computers. In addition to optimizing our strength in the traditional notebook

business, the Company further devotes research efforts in developing new technology and new

products. Our continued efforts to focus on expanding into servers, datacenters, tablets, networking

and other cloud related business creates a balanced product mix to improve our overall profitability.

It is our optimal objective to increase revenue contribution from non-NB business year after year.

II. Outlook in 2013

One common area of focus from various presidential elections across the globe in 2012,

including America, Japan and Korea is the topic of economy recovery and job creation. Looking into

2013, we expect the global economy to gradually regain strength from the recovery of Europe debt

crisis and market recovery in Europe and U.S.

Year 2013 is an important year for Quanta Computer to leverage our success from the past and

to explore new opportunities in the future. We continue to explore advanced technology, capture new

opportunity, seek new innovations and discover breakthrough developments. Thus, improving the

Company’s product quality, technology, management skills and performance. Four key areas of focus

are shown as below:

Superior Quality －

Continue to improve product quality and to advance further on the fundamentals and the

basis to ensure customers and end users are truly satisfied with Quanta’s products and

ultimately enhance our competitiveness.

- 23 -

Superior Technology －

Define year 2013 as the first year of automation and identify ways to improve existing

thought-process in manufacturing. Integrate automation in manufacturing process in order

to accelerate overall competitiveness in cost structure, capacity, technology and quality.

Superior Management －

Improve management methodology, inspire employees to be motivated, stimulate

innovations, discover potentials, maximize value and enhance collaboration.

Superior Outcome －

Recognize the true value of “winning” through perfection in all areas and deliver fruitful

results from the Company’s achievement to customers, suppliers, partners, employees and

shareholders.

The aforementioned four principles should serve as the fundamentals to guide the Company’s

long-term development and to fully utilize its competitive edge in global logistic capability, speed

and flexibility of delivery, as well as economy of scale. The optimal goal is to sustain our

competitiveness in conjunction with leading edge research & development skills and innovative

design capability.

Leveraging the principle of 3Rs, including “Re-think”, “Re-educate”, and “Re-invent” to act as

a forerunner in technology innovation and continue the sail into the new 3C milestone. Adopt

changes and transform business models when necessary to explore new business and to lead as a

smart integrator, value creator, and service provider. Furthermore, identify new business

opportunities in the area of 3Ss, including “System”, “Software”, and “Solution.”

Quanta actively practice the core corporate value of VPA – Vision, Passion, and Action –

through devoting resources and improving quality of our labor force to enhance the Company’s

overall competitiveness. Creating corporate culture that enables dream makers to pursue their dreams,

enjoy their work and proactively take actions to achieve their goals. Devoting resources into the new

3C era of cloud computing and moving towards the ideology of “achieving dreams in cloud

computing business and creating bright future for human being.” Quanta is celebrating its 25th

years

of anniversary this year and the Company is grateful for its employees’ hardworking attitude and its

sustainable leadership position in the industry thanks to the strong technical expertise the Company

has accumulated over the years. Through endeavors of our employees, Quanta expects its employees

to continue follow through the principle of “Humble attitude”, “Hungry for knowledge” and

“Hardworking spirit” to create the new Quanta spirit and to build the next glory decades.

- 24 -

Attachment III

Supervisors’ Review Report

14 May 2013

The Board of Directors have prepared and submitted to us the Company's 2012 Financial Statement

and audit report which have been audited and certified by KPMG, along with the business report and

proposal for profit allocation. We, the Supervisors, have duly examined the same as correct and

accurate. We hereby report to the 2013 Annual General Meeting of Shareholders in accordance with

Article 219 of the Company Law.

Quanta Computer lnc.

Supervisors:

Liang Hsiu-Chiang (梁秀卿)

Eddie Lee (李政霖)

Steven Chang (張景溢)

- 25 -

Attachment IV. Amendments on Procedures for Lending Funds to Other Parties, and Endorsements & Guarantees


Comparison of Amendments on Procedures for Lending Funds to Other Parties, and

Endorsements & Guarantees

Before Amendment After Amendment Remark

Chapter 2:

The Company shall follow the

Procedures for lending funds,

providing endorsements or

guarantees to other parties. Any

other matters not set forth in

the Procedures shall be dealt

with in accordance with

applicable laws and

regulations.

Chapter 2:

The Company shall follow the

Procedures for lending funds,

providing endorsements or

guarantees to other parties. Any

other matters not set forth in

the Procedures shall be dealt

with in accordance with

applicatiable laws, rules, and

regulations.

In compliance with

amendment to Article 2

of the “Regulations

Governing Loaning of

Funds and Making of

Endorsements/Guarantees

by Public Companies.”

Amend partial wordings

to accommodate the

Company’s business

development needs.

Chapter 3:

According to Article 15 of the

Article of Incorporation, the

Company shall not lend its

funds to shareholders or

anyone except for parties with

the following conditions:

(1) Companies having business

relationship with the

Company

(2) Companies in need of

funds for a short period of

time, meaning the period of

one year or one operating

cycle (whichever is longer).

(3) Fund-lending to offshore

subsidiaries in which the

Company directly or

indirectly holds 100% of

the voting shares are

exempted from the first two

conditions stated above.

Chapter 3:

According to Article 15 of the

Article of Incorporation, the

Company shall not lend its

funds to shareholders or anyone

except for parties with the

following conditions:

(1) Companies having business

relationship with the

Company

(2) Companies in need of funds

for a short period of time,

meaning the period of one

year or one operating cycle

(whichever is longer).

(3) Fund-lending to overseas

companies in which the

Company directly or

indirectly holds 100% of

the voting shares are

exempt from the first two

conditions stated above.

Amend to accommodate

the Company’s business

development needs.

Chapter 6:

“Subsidiary” and “Parent

company” mentioned in the

Procedure are defined

according to No. 5 and No.7 of

the General Accepted

Accounting Principles of the

ROC Accounting Research

Chapter 6:

“Subsidiary” and “Parent

company” mentioned in the

Procedure are defined

according to Regulations

Governing the Preparation of

Financial Reports by Securities

Issuers.

Amend in accordance to

Article 6 under

Regulations Governing

Loaning of Funds and

Making of


by Public Companies and


- 26 -

Institution Regulation. Financial Reports are prepared

in accordance to the

International Financial

Reporting Standards . The net

worth item refers to total equity

attributable to owners of parent

under the new regulation.

the Preparation of

Financial Reports by

Securities Issuers.

Chapter 7:

“Disclosure and Report”

mentioned in the Procedure

represents data uploading to

specific website defined by

Financial Supervisory

Commission, Executive Yuan

Chapter 7:

“Disclosure and Report”

mentioned in the Procedure

represents data uploading to

specific website defined by

Financial Supervisory

Commission.

“Date of occurrence” in the

Procedure refers to the date of

contract signing, date of

payment, date of boards of

directors resolutions, or other

date that can confirm the

counterparty and monetary

amount of the transaction,

whichever date is earlier.


Article 7 under



Making of


by Public Companies

Chapter 10:

The term of each loan extended

by the Company shall not

exceed one year. Loan may be

extended under certain

circumstance with approval

from the Board of Directors.

The interest rate shall be

determined on the basis of the

Company's funding costs and

adjusted accordingly, but in no

event shall it be lower than the

Company's highest short-term

bank borrowing rate at the time

of lending. The interests shall

be calculated on a monthly

basis. Adjustments may be

made under certain



Chapter 10:

The term of each loan extended

by the Company shall not

exceed one year or one

operating period (whichever is

longer).

The interest rate shall be

determined on the basis of the

Company's funding costs and

adjusted accordingly, but in no

event shall it be lower than the

Company's highest short-term

bank borrowing rate at the time

of lending. The interests shall

be calculated on a monthly

basis. Adjustments may be

made under certain





development needs.

Chapter 11: Fund lending

procedures:

(1) ….

(2) Security

When fund lending to other

parties, the Company shall

obtain provisionary note in

an amount equivalent to

Chapter 11: Fund lending

procedures:

(1) ….

(2) Security

When fund lending to other

parties, the Company shall

obtain appropriate security

and set procedures to



development needs.

- 27 -

that of the loan and set

procedures to acquire

collateral and land as

security to the loan if

necessary. In an event when

the borrower is able to

provide sufficient financial

position and credit as

personal or Company’s

guarantee in replacement of

collateral, the Board of

Directors may consult a

credit assessment report

provided by the Finance

Department. Thorough

evaluation of the

Company’s Articles of

Incorporation for parties

using the Company as

collateral should be noted

to ensure such endorsement

is governed by the

Procedure.

acquire collateral and land

as security to the loan if

necessary. In an event when

the borrower is able to

provide sufficient financial

position and credit as

personal or Company’s

guarantee in replacement of

collateral, the Board of

Directors may consult a

credit assessment report

provided by the Finance

Department. Thorough

evaluation of the

Company’s Articles of

Incorporation for parties

using the Company as

collateral should be noted

to ensure such endorsement

is governed by the

Procedure.

Chapter 15:

Procedures and guidance on total

amount of endorsement and

guarantee ….….

…….

Article 2:

Aforementioned documents

should be reviewed by the

Finance Department, key

reviewing criteria includes: ….….

(5) In the event that the

endorsement/guarantee is

provided to a subsidiary

whose net worth is lower

than half of its paid-in

capital, special indication

should be highlighted in the

process of auditing and

track its progress

periodically by the Audit

Committee

Chapter 15:

Procedures and guidance on total


guarantee

….….

…….

Article 2:

Aforementioned documents

should be reviewed by the

Finance Department, key

reviewing criteria includes:

….….

(5) In the event that the

endorsement/guarantee is

provided to a subsidiary

whose net worth is lower

than half of its paid-in

capital, special indication

should be highlighted in the

process of auditing and

track its progress

periodically by the Audit

Committee.

In the event that a

subsidiary’s stock has no

par value or a par value per

share other than NT$10.00,

when applying the


Article 12 under



Making of


by Public Companies.

Amend also in

consideration of a

subsidiary’s stock with

no par value or a par

value per share other than

NT$10.00

- 28 -

provisions of this article

relating to share capital, the

calculation of the share

capital shall include the

capital reserves minus the

original issue premium.

Chapter 19:

If the Company’s and its

subsidiary’s remaining amount of

loan lending to other parties

reaches any of the following

criteria, the Company shall

disclose and report the relevant

information within two days

after the occurrence of the event: ….….

Chapter 19:



loan lending to other parties





starting from the occurrence of

the event: ….….

To clarify the starting

date of the relevant

responsibilities and duties

that need to be fulfilled

Chapter 20:

Subject to the Generally Accepted

Accounting Principles, the

Company shall make sufficient

provision based on the condition

of its lending profile, adequately

disclose information in the

financial statements, and provide

external auditors with necessary

information for conducting due

auditing.

Chapter 20:

The Company shall make

sufficient provision based on the

condition of its lending profile,

adequately disclose information in

the financial statements, and

provide external auditors with

necessary information for

conducting due auditing.


relevant regulations

Chapter 21:



the endorsement and guarantee





after the occurrence of the event: ….….

(3) The Company’s and its

subsidiary’s remaining

amount of the endorsement

and guarantee to one single

company reaches

NT$10,000,000 or more,

and the total remaining


guarantee, long-term

investment and loan

exceeds 30% of the net

worth of the Company’s

latest financial report.

……

Chapter 21:



the endorsement and guarantee





starting from the occurrence of

the event: ….….

(3) The Company’s and its

subsidiary’s remaining

amount of the endorsement

and guarantee to one single

company reaches

NT$10,000,000 or more,

and the total remaining


guarantee, long-term type

of investment and loan

exceeds 30% of the net

worth of the Company’s

latest financial report.


Article 25 under



Making of



(1) To clarify the

starting date of the

relevant

responsibilities and

duties that need to

be fulfilled.

(2) Amend in

accordance to

wording

adjustments of

Generally Accepted

Accounting

Principles

- 29 -

……

Chapter 22:

The Company shall follow

regulations stated in No. 9 of the

Generally Accepted Accounting

Principles to assess and

recognize, if any, contingent

losses brought about by the

endorsement or guarantee, to

adequately disclose information

in the financial statements, and to



conducting due auditing and

issuing auditing report.

Chapter 22:

The Company shall assess and

recognize, if any, contingent

losses brought about by the

endorsement or guarantee, to

adequately disclose information in

the financial statements, and to



conducting due auditing and

issuing auditing report.


Article 26 under



Making of



- 30 -

Attachment V.

Amendment to the Articles of Incorporation


Articles of Incorporation

Before Amendment After Amendment Remark

Article 7:

The total authorized capital stock of

the Corporation is Forty Six Billion

New Taiwan Dollars

(NT$46,000,000,000), divided into

Four Billion and Six Hundred

Million (4,600,000,000) shares with

a par value of Ten New Taiwan

Dollars (NT$10). The Board of

Directors is authorized to issue the

un-issued shares in installments.

The aforesaid shares include Fifty

Million (50,000,000) shares that are

reserved for issuance of employee

stock options.

Article 7:

The total authorized capital stock of

the Corporation is Forty Six Billion

New Taiwan Dollars

(NT$46,000,000,000), divided into

Four Billion and Six Hundred Million

(4,600,000,000) shares with a par

value of Ten New Taiwan Dollars

(NT$10). The Board of Directors is

authorized to issue the un-issued

shares in installments, of which One

Hundred Million (100,000,000)

shares are reserved for issuance of

employee stock options.

Amend to

accommodate

the Company’s

business

development

needs.

Article 25:

This Corporation shall have one

general manager and several deputy

general managers whose

appointment, discharge and

remuneration shall be made in

accordance with the Article 29 of

the Company Law. The scope of a

manager's responsibility and

authority for a manager to sign

relevant documents for this

Corporation shall be decided by the

Board of Directors.

Article 25:

This Corporation shall have one

general manager whose appointment,

discharge and remuneration shall be

made in accordance with the Article

29 of the Company Law.

Amend to

accommodate

the Company’s

business

development

needs.

Article 30:

The twenty sixth amendment was

made on June 22, 2012

Article 30:

The twenty seventh amendment was

made on June 24, 2013

Enclose the

date of the 27th

amendment

- 31 -

Attachment VI.


2013 Directors (including Independent Directors) and Supervisors Candidates List

Title Name Education Experience Present Position Con-current Job

Posts Shareholdings

Director Barry Lam ‧ Master Degree in

Electrical

Engineering,

Honorary

Doctorate, and

Outstanding

Alumni at the

National Taiwan

University

‧ Honorary

Doctorate at the

College of

Engineering at the

National Tsing

Hua University.

‧ President of

Kinpo

Electronics

‧ Chairman of Quanta

Computer Inc., Quanta

Storage Inc, Chien Yue

Investment Co., Ltd., QVCL,

Quanta Storage Investment

Ltd., QCTI Ltd., FaceVision

Technology Inc., CloudCast

Technology Inc., Quanta Cloud

Technology Inc., QIL, AIC,

QCA, QCH, QAL, QCML,

QRC, QSL, E-Forward Limited,

QSI (CAYAMN), FaceVision

Tech. (HK), QCT Cayman Inc.,

Quanta Culture & Education

Foundation, The Epoch

Foundation, Quanta Arts

Foundation, The PakLee

Foundation, The Dwen An

School Welfare Foundation

‧ Director of PK Venture

Capital Corp., Maxima

Capital Management, China

Power Venture Capital

Corp., Global Vision

Venture Capital Co., Ltd.,

WK Technology Fund VI,

WK Technology Fund VII,

Quanta Micro-Systems Inc.,

QMI, QSI, CAM-CID, CDIB.

‧ Chairman &

Representative

of Quanta

Computer at

Quanta Storage

Inc.

‧ Chairman &

Representative

of QSI at E-

Forward Ltd.

‧ Director &

Representative

of Quanta

Computer at

Quanta Micro-

Systems Inc.

445,738,138

- 32 -


Posts Shareholdings

Director C. C. Leung ‧ Bachelor degree of

Physic at the

National Taiwan

University

‧ Vice President

of Kinpo

Electronics

‧ Vice Presiden

of Compal

Computer

‧ Vice Chairman & President

of Quanta Computer Inc.

‧ Chairman of RoyalTek

Company LTd., Quanta

Micro-Systems Inc., QMI,

QSI, QSN, QCN, QCHN,

QMN, QCG, QDL, QIT,

Q_Bus, Tech Chain Ltd.,

Exmore, QDL(HK),

Exmore(HK), Tech

Chain(HK)

‧ Director of Quanta Storage

Inc., RoyalTek Company

Ltd., Global Vision Venture

Capital Co., Ltd., QCTI,

Quanta Storage Investment

Inc., FaceVision Technology

Inc., CloudCast Technology

Inc., Quanta Cloud

Technology Inc., AIC, QCA,

QCML, QCJ, QRC,

FaceVision Tech. (HK)

‧ Director & President of QVCL,

QCH

‧ Director &

Representative

of Quanta

Computer at

Quanta Storage

Inc.

‧ Director &

Representative

of Quanta

Computer at

Royaltek

Compnay Ltd.

‧ Director &

Representative

of Quanta

Computer at

Quanta Micro-

Systems Inc.

115,645,736

Director C. T. Huang ‧ Bachelor Degree in

Electrical

Engineering at the

Chung Yuan

Christian University

‧ Factory

Director of

Kinpo

Electronics

‧ Chairman of TFC, TCC,

TWW, TLC, TGC,TTC,

TNC, TFQ, TWO,

YDSH,YUNDA, Quanta

Storage (Shanghai) Ltd.,

‧ Director of Quanta

Computer Inc., Quanta

Storage Inc., QCTI,

CloudCast Technology Inc.,

Zhan Yun (Changshu)

Electronics Co., Ltd.,

Standard (Shanghai) Energy

‧ Director &

Representative

of Quanta

Computer at

Quanta Storage

Inc.,

‧ Chairman &

Representative

of QHH at

Quanta Storage

(Shanghai) Ltd.

‧ Director &

7,078,197

- 33 -


Posts Shareholdings

Co., Ltd.,

‧ Supervisor of Global Vision


and QVCL

Representative

of Tech-Chain

(HK) Ltd., at

Standard

(Shanghai)

Engergy Co.,

Ltd.

Independent

Director

Wei-Ta Pan ‧ Nebraska Law

School, J.D.

‧ Tulane Law

School, L.L.M.

‧ Principle,

Chairman at

Department

of Law,

School of

Law at

Soochow

University

‧ Arbitrator of

The

Arbitration

Association

of the

Republic of

China

‧ Principle at

SooChowUniversity.

Professor at School of

Law, Soochow University

‧ Member of Commission

for Examining Petitions

and Appeals, Ministry of

Justice

‧ Central Election

Commission,

Commissioner.

‧ Consultant at Modern

Women’s Foundation

‧ Independent Director of

China Life Insurance Co.

Ltd., & Quanta Computer

Inc.

None 6,717

Independent

Director

Chi-Chih,

Lu

‧ Bachelor Degree

in Accounting at

National

Chengchi

University

‧ Fudan University,

EMBA

‧ CPA

‧ Stock

Exchange

Listing

Department

at Taiwan

Stock

Exchange

‧ Independent Directors at


None 0

- 34 -


Posts Shareholdings

‧ Chairman &

President of

Visco Vision,

Inc.

Supervisor S. C. Liang ‧ FuHwa Senior High

School

‧ Secretary at

Kinpo

Electronics

‧ Supervisor of Quanta

Computer

None 40,157,707

Supervisor Cheng-Lin,

Lee

‧ Bachelor Degree

in Economics at

National Taiwan

University

‧ Financial

department

at ING Bank

‧ Research

Manager of

Yuanta

Securities

Investment

Trust Co.,

Ltd.

‧ General

Manager of

SysJust Co.,

Ltd.

‧ Director of SysJust Co., Ltd.

‧ Director of SysJust Media

Co., Ltd.

‧ Chairman of MoneyDJ &

Eddie Co., Ltd.

‧ Director of SysJust HK Co.,

‧ Supervisor of Top Taiwan II

Venture Capital Co., Ltd. &


None 0

Supervisor Ching-Yi,

Chang

‧ Shanghai Jiao

Tong University

‧ Aetna School of

Management

Business

Administration

Ph.D

‧ National Cheng-

Chi University,

M.B.A

‧ Managing

Partner &

CEO at the

CID Group

‧ Chairman of The CID Group

Limited., Global Vision


China Power Venture

Capital Co., Ltd

‧ Director of The Board of

Taiflex Scientific Co., Ltd.,

The Board of Taiflex

Scientific Co., Ltd., The

Board of Lan Hai

International Co., Ltd., The

Board of Hua Sheng

International Co., Ltd., The

Board of TWI

Pharmaceuticals, Inc., The

None 0

- 35 -


Posts Shareholdings

Board of Gem Services, Inc.,

The Board of Asia Best

Healthcare Co., Ltd

‧ Supervisor of Quanta

Storage Inc. & Quanta

Computer

‧ Chairman of Taiwan

Venture Capital Association

2013 annual general shareholders’ meeting meeting minutes · 2013 annual general shareholders’...

Documents