Post on 12-Oct-2020
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[Translation]
Stock Code: 2382
QUANTA COMPUTER INC.
2013 Annual General Shareholders’ Meeting
Meeting Minutes
June 24, 2013
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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.
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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
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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:
The number of votes casted for the proposal was 2,731,354,313 or 82.10% of the
votes represented by the shareholders present.
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:
The number of votes casted for the proposal was 2,447,087,864 or 73.55% of the
votes represented by the shareholders present.
RESOLVED, that the revision of the Procedures for Lending Funds to Other
Parties, and Endorsements & Guarantees hereby were accepted as submitted.
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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:
The number of votes casted for the proposal was 2,412,966,739 or 72.53% of the
votes represented by the shareholders present.
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
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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:
The number of votes casted for the proposal was 2,412,864,074 or 72.53% of the
votes represented by the shareholders present.
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.
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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.
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(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.
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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.
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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.
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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)
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Attachment IV. Amendments on Procedures for Lending Funds to Other Parties, and Endorsements & Guarantees
Quanta Computer Inc.
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
Endorsements/Guarantees
by Public Companies and
Regulations Governing
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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.
Amend in accordance to
Article 7 under
Regulations Governing
Loaning of Funds and
Making of
Endorsements/Guarantees
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
circumstance with approval
from the Board of Directors.
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
circumstance with approval
from the Board of Directors.
Amend to accommodate
the Company’s business
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
Amend to accommodate
the Company’s business
development needs.
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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
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.
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
Amend in accordance to
Article 12 under
Regulations Governing
Loaning of Funds and
Making of
Endorsements/Guarantees
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
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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:
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
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.
Amend in accordance to
relevant regulations
Chapter 21:
If the Company’s and its
subsidiary’s remaining amount of
the endorsement and guarantee
reaches any of the following
criteria, the Company shall
disclose and report the relevant
information within two days
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
amount of endorsement and
guarantee, long-term
investment and loan
exceeds 30% of the net
worth of the Company’s
latest financial report.
……
Chapter 21:
If the Company’s and its
subsidiary’s remaining amount of
the endorsement and guarantee
reaches any of the following
criteria, the Company shall
disclose and report the relevant
information within two days
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
amount of endorsement and
guarantee, long-term type
of investment and loan
exceeds 30% of the net
worth of the Company’s
latest financial report.
Amend in accordance to
Article 25 under
Regulations Governing
Loaning of Funds and
Making of
Endorsements/Guarantees
by Public Companies.
(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
provide external auditors with
necessary information for
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
provide external auditors with
necessary information for
conducting due auditing and
issuing auditing report.
Amend in accordance to
Article 26 under
Regulations Governing
Loaning of Funds and
Making of
Endorsements/Guarantees
by Public Companies.
- 30 -
Attachment V.
Amendment to the Articles of Incorporation
Quanta Computer Inc.
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.
Quanta Computer Inc.
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 -
Title Name Education Experience Present Position Con-current Job
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 -
Title Name Education Experience Present Position Con-current Job
Posts Shareholdings
Co., Ltd.,
‧ Supervisor of Global Vision
Venture Capital Co., Ltd.,
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
Quanta Computer Inc.
None 0
- 34 -
Title Name Education Experience Present Position Con-current Job
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. &
Quanta Computer Inc.
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
Venture Capital Co., Ltd.,
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 -
Title Name Education Experience Present Position Con-current Job
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