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Stock Code: 2382
QUANTA COMPUTER INC.
2012 Annual General Shareholders’ Meeting
Meeting Handbook
June 22, 2012
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QUANTA COMPUTER INC.
2012 Annual General Shareholders’ Meeting
Meeting Procedure
I. Call Meeting to Order
II. Chairman in Position
III. Chairman’s Address
IV. Report Items
V. Proposed Resolutions
VI. Discussion Items
VII. Other Business and Special Motion
VIII. Meeting Adjourned
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QUANTA COMPUTER INC.
2012 Annual General Shareholders’ Meeting
Table of Contents
Meeting Agenda ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 3
Report Items ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 4
Proposed for Approval Items‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 4
Proposed for Discussion Items ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 5
Other Business and Special Motion ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 6
Attachment I. 2011 Unconsolidated and Consolidated Financial Statements ‥‥ 7
Attachment II. Business Report ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 22
Attachment III. Supervisors’ Review Report ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 24
Attachment IV. The Impact of Stock Dividend Issuance on Business Performance,
EPS, and Shareholder Return Rate‥‥‥‥‥‥‥‥‥‥‥‥‥
25
Attachment V. Amendment to the Rules and Procedures of Shareholders’
Meeting‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥
26
Attachment VI Articles of Incorporation ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥ 27
Attachment VII. Amendment to the Acquiring and Disposing of
Assets‥‥‥‥‥‥‥
34
Attachment VIII. Amendment on Elections of Directors and
Supervisors ‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥‥
42
Attachment IX. Shareholdings of Directors and Supervisor‥‥‥‥‥‥‥‥‥‥ 44
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QUANTA COMPUTER INC.
2012 Annual General Shareholders’ Meeting
Agenda
I. Time: June 22, 2012 (Friday) at 9:00 am
II. Venue: Quanta Computer (No. 188, Wen-Hwa 2nd Road, Kuei Shan, Taoyuan Shien, Taiwan)
III. Chairman call meeting to order
IV. Chairman’s address
V. Report Items
VI. Proposed for Approval Items
1. To accept FY2011 business report and financial statements
2. To approve the allocation of FY2011 retained earnings
VII. Proposed for Discussion Items
1. To approve the revision of the Articles of Incorporation
2. To approve the revision of the Procedures of Acquisition or Disposal of Assets
3. To approve the revision of the Elections of Directors and Supervisors
4. To approve the revision of Rules and Procedures of Shareholders’ Meeting
VIII. Other Business and Special Motion
IX. Meeting Adjourned
NOTE: Each reporting item and proposal will proceed voting by poll and voting will be conducted
after all proposals have been presented.
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Report Items
Item 1. NONE
Proposed for Approval Items
Item 1. (Proposed by the Board of Directors)
Proposal: To accept FY2011 business report and financial statements
Description:
(1) Quanta Computer’s 2011 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
page 7 to 21 of this Handbook, and for financial reports please refer to website:
http://mops.tse.com.tw
Resolution:
Item 2. (Proposed by the Board of Directors)
Proposal: To approve the allocation of FY2011 retained earnings
Description:
(1) The amount for 2011 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 be adjusted
accordingly should regulations change, officials request or Quanta Computer
subsequently buy back treasury shares as a result of adjustment on distribution is
required. It is proposed that the Board of Directors of Quanta Computer be
authorized to adjust the cash and stock to be distributed to each common share
based on the total amount of profits resolved to be distributed and capital surplus
resolved to be capitalized, and the number of actual common shares outstanding
on the record date for distribution.
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Quanta Computer Inc.
2011 Statement of Distribution of Retained Earnings Unit: NT$
Item Amount
Sub-total Total
Undistributed Surplus at the Beginning of the Period 26,568,209,130
Less: Cancellation of Treasury Shares 0
Add: Reversal of Special Reserve 0
2011 Net Income After Tax 23,052,535,585
Distributable Earnings 49,620,744,715
Less: Legal Reserve from Surplus
Less: Special Reserve from Surplus
(2,305,253,559)
(4,027,177,510)
Distribution Items:
Stock Dividends (0)
Cash Dividends
Undistributed Earnings at the end of the Period
Notes:
(15,382,249,728) (15,382,249,728)
27,906,063,918
Employees’ Bonus in Stock (0)
Employees’ Bonus in Cash (2,070,000,000)
Remuneration to Directors and Supervisors (42,000,000)
Note: The stock dividend is NT$0 per share, cash dividend is NT$4.0 per share.
Resolution:
Proposed for Discussion Items
Item 1. (Proposed by the Board of Directors)
Proposal: 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 VI.
Resolution:
Item 2. (Proposed by the Board of Directors)
Proposal: To approve the revision of the Procedures of Acquiring or Disposing of Assets
Description:
(1) To accommodate the amendment of the Company Law, TSE regulations and
development of the Company.
(2) Comparison of Amendments on Procedures of Acquiring or Disposing of Assets is
described in Attachment VII.
Resolution:
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Item 3. (Proposed by the Board of Directors)
Proposal: To approve the revision of the Election Regulations of Directors and Supervisors
Description:
(1) To accommodate the amendment of the Company Law, TSE regulations and
development of the Company.
(2) Comparison of Amendments on the Election Regulations of Directors and
Supervisors is described in Attachment VIII.
Resolution:
Item 4. (Proposed by the Board of Directors)
Proposal: To approve the revision of the Rules and Procedures of the Shareholders’ Meeting
Description:
(1) To accommodate the amendment of the Company Law, TSE regulations and
development of the Company.
(2) Comparison of Amendments on the Rules and Procedures of the Shareholders’
Meeting is described in Attachment V.
Resolution:
Other Business and Special Motion
Meeting Adjourned
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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, 2011 and 2010, 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, 2011 and 2010, 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, 2011 and 2010, on which we have both expressed the standard unqualified opinions.
KPMG
CPA: Lin, Wan Wan
Chiang, Chung Yi
March 29, 2012
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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, 2011 and 2010, 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, 2011
and 2010, 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, 2012
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Attachment II
Business Report
Looking back at the past year, the global PC industry was challenging due to several unfortunate
incidents that led to the global economic slowdown. The series of impactful events happened in
FY2011 include the earthquake in Japan that caused component shortages, followed by the European
debt crisis that impacted the demand of end consumers, then the slow recovery of the global economy
in Europe and in the United States. Lastly, the flood in Thailand that lasted for almost two months in
4Q of FY2011 also led to HDD supply constraint. However, despite the challenging global
environment, Quanta Computer continues to deliver steady growth momentum. Through endeavors
of our employees, Quanta Computer delivered an outstanding performance in FY2011. The Company
continues to deliver solid business growth as a valuable return to our long-term investors. Quanta’s
performance for FY2011 and outlook for FY2012 are as follow:
I. Revenue and Income
Net revenue in year 2011 sustained at approximately NT$1.06TN, the sustaining revenue was
coupled with improved product mix that led to margin improvement and better profitability. Net
income after tax reached historical high of NT$23.1BN, an impressive increase of NT$4.5BN from
NT$18.6BN in 2010. EPS in 2011 was NT$6.02. Non-operating income and expenses were
NT$13.5BN and NT$1BN respectively.
II. Research and Development (R&D)
The core business of Quanta Computer lies in notebook PCs, the area where we constantly
demonstrate expertise and excellence in notebook manufacturing and innovative product design. In
addition to our core business in notebook manufacturing, we anticipate revenue contribution from
other non-NB business to accelerate gradually in the coming years.
Quanta Computer leverages the “New 3C” ideology to define new product development and
business model. The Company identifies itself as a “System Solution Provider” in Cloud Computing
business through integrating “Cloud Computing”, “Connectivity Technology”, and “Client Device”.
Specifically, Quanta would provide optimized products and value-added services to customers
leveraging the core concept of “defining the basic needs of human being and create value in bringing
such services”. We aim for leveraging business strength in cloud computing, connectivity, and client
devices to provide superior integrated solutions. The ultimate goal is to achieve “3A Coverage” that
enables cloud services to be available at “Anytime”, “Anywhere”, and to “Anyone”. Quanta is
enabling its cloud computing services to reach balanced sharing that is mutually beneficial in order to
deliver a brilliant outcome. Moreover, Quanta is taking the role of a corporate citizen in the society
by utilizing technology to advance the next civilization in human race.
III. Operations and Management
Upon the company’s strategy on product diversification and vertical integration, Quanta
Computer continues to focus on building the fundamentals. In order to optimize resources and to
maximize operation efficiency, the organization is divided into three core business groups, including
notebook business group, cloud computing business group, and manufacturing business group.
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Acting on the ideology of an achiever, the management team at Quanta Computer carries out the
new 3C concept in innovative research and product development. To sustain market leadership and to
strengthen competitiveness, the Company focuses its operations on the following areas:
i. Business Expansion:
Destructive Innovation, Start from the “Heart” – spark creativity and seek innovative
solutions to improve current operation. Explore new models and product design.
Expand Revenue Growth – explore new business opportunities and potential customer
base.
ii. Cost Reduction:
Optimize Production – through endeavors of our employees, the Company focuses on
improving operations efficiency through every step in the process.
Control Spending – optimize resources and evaluate alternative solutions at lower
costs. Aside from controlling unnecessary spending, the Company aims to reduce
inventory level, improve yield rate, leverage waste management control to achieve
overall costs control target.
IV. Outlook in 2012
Quanta Computer leverages innovation, creativity, and new service model to satisfy the ever
changing need of the “Generation C”. The company adopts the “3R” concept as ways to successfully
transform its business model from a hardware manufacturer to a cloud computing solution provider.
The Company further advances its understanding of customers’ needs by listening to customers and
re-engineering its business in the following areas:
Re-think: Tap into 3C – Cloud Computing, Connectivity, and Client Device –
And capture emerging business opportunities in 3C
Re-educate: Replicate the success story of Quanta Research Institute to build Quanta
Elite School to further spark creative thinking and to embrace new
challenges
Re-invent: Adjust corporate culture, vision, and core competence
Despite the increasing challenges in the future, Quanta strives to improve and to sustain its
leadership position in the industry. The Company continues to devote more resources in cultivating
new talents and to strengthen our overall competitive edge. The core value of Quanta Computer is
VPA – Vision, Passion, and Action. The value of VPA is the driving force to sustain growth through
visualizing your dreams, having passion in the work you do, and putting everything in action. Quanta
Computer will act on the VPA value to lead the Company in the new 3C era and to head towards the
generation of Cloud Computing in order to deliver long-term value growth to our shareholders.
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Attachment III
Supervisors’ Review Report
8 May 2012
The Board of Directors have prepared and submitted to us the Company's 2011 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 2012 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
The Impact of Stock Dividend Issuance on Business Performance, EPS,
and Shareholder Return Rate
Not available (Company does not simulate or report financial forecast for year 2012, and
therefore there will be no forecasted profit or EPS.)
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Attachment V.
Amendment to the Rules and Procedures of Shareholders’ Meeting
Quanta Computer Inc.
Comparison of Amendments to the Rules and Procedures of Shareholders’ Meeting
(4th
amendment was made on June 22, 2012)
Before Amendment After Amendment Remark
Article 2:
The Company shall provide a sign-
in book allowing attending
shareholders or their appointed
proxies to sign in or require
attending shareholders to submit
attendance cards in lieu of signing
in. Those appointed proxies or
persons soliciting proxy forms shall
be required to present identification
documents for identities check. The
number of shares represented by
shareholders attending the Meeting
shall be calculated in accordance
with the sign-in book or the number
of attendance cards submitted by
the shareholders.
Article 2:
The Company shall provide a sign-in
book allowing attending shareholders
or their appointed proxies to sign in
or require attending shareholders to
submit attendance cards in lieu of
signing in. Those appointed proxies
or persons soliciting proxy forms
shall be required to present
identification documents for
identities check. The number of
shares represented by shareholders
attending the Meeting shall be
calculated in accordance with the
sign-in book or the number of
attendance cards submitted by the
shareholders.
Amend in
accordance
with regulation
changes
Article 3:
The quorum required for the
Meeting and the votes cast by the
shareholders shall be calculated in
accordance with the number of
shares.
Article 3:
The quorum required for the
Meeting and the votes cast by the
shareholders shall be calculated in
accordance with the number of
shares represented by shareholders
attending the Meeting in accordance
with the sign-in book or the number
of attendance cards submitted by the
shareholders, as well as shareholders
exercising voting rights through
writing or electronic notifications.
Amend in
accordance
with Company
Law Article
177-1 and FSC
notification
No.
1010005306 to
include
electronic
notifications as
means to
exercise voting
rights
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Attachment VI.
ARTICLES OF INCORPORATION
OF
QUANTA COMPUTER INC.
The twenty-sixth amendment was made on June 22, 2012
SECTION I. GENERAL PROVISIONS
Article 1
This Corporation shall be incorporated in accordance with the Company Law and shall be
named Quanta Computer Inc.
Article 2
The scope of business of this Corporation shall be as follows:
(1) CC01101 manufacturing of radio frequency equipment (regulated by the
telecommunication authorities);
(2) F401021 import business for radio frequency equipment (regulated by
telecommunication authorities);
(3) CF01011 medical equipment manufacturing;
(4) F108031 medical equipment wholesaling
(5) CC01010 manufacturing of machinery for generating, transmitting, and distributing
electricity
(6) CC01030 manufacturing of electronic appliances and video-audio electronic
products
(7) CC01060 manufacturing of wire communication machinery and apparatuses
(8) CC01070 manufacturing of wireless communication machinery and apparatuses
(9) CC01080 manufacturing of electronic components
(10) CE01010 manufacturing of general equipment
(11) E701030 engineering of radio frequency equipment installation
(12) EZ05010 engineering of meter and instrument installation
(13) F113030 wholesaling of precision instrument
(14) F113050 wholesaling of office machinery and equipment
(15) F113070 wholesaling of telecommunication apparatuses
(16) F213060 retailing of telecommunication equipment
(17) I103060 management consulting
(18) I501010 product designing
(19) IE01010 agency services of account registration with telecommunication carriers
(20) IZ99990 other commercial services
(21) CC01110 manufacturing of computer and peripheral equipment
(22) CC01120 data storage manufacturing and reproduction
(23) JA02010 repairing of electrical and electronic products
(24) I301010 information software services
(25) I301020 data processing services
(26) I301030 electronic information supply services
(27) JE01010 leasing
(28) F118010 wholesaling of information software
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(29) G902011 type II telecommunication enterprise
(30) ZZ99999 Other than the business which requires special approval, this Corporation
may conduct any business that is not prohibited or restricted by any law
or regulations.
Article 3
This Corporation may provide guarantees on behalf of third parties due to business relationship with such third parties.
Article 4
When this Corporation invests in other companies as a shareholder, it shall not be subject to the restriction of Article 13 of the Company Law which provides that the total amount of such investment shall not exceed forty percent (40%) of the amount of this Corporation's paid-in capital. Any such investment by this Corporation shall be made in accordance with a resolution adopted by the Board of Directors.
Article 5
The head office of this Corporation shall be in Tao Yuan, Taiwan. Pursuant to the resolutions adopted by the Board of Directors, this Corporation may, if necessary, set up branches or factories within and outside the R.O.C.
Article 6
Any public announcement by this Corporation shall be made in accordance with Article 28 of the Company Law.
SECTION II. CAPITAL STOCK
Article 7
The total authorized capital stock of the Corporation is Forty Six Billion New Taiwan Dolloars (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 7-1:
Where the exercise price of the employee stock options is set to be lower than the closing price of the Company’s common shares on the date that the options are issued, the Company may grant the options, by over two-thirds of the votes in the shareholders’ meeting attended by a majority of shares represented by the shareholders present at the meeting. Where the exercise price of the employee stock options is set to be lower than the average buyback price of common shares, the Company may transfer the buy-back common shares to the employees, by over two-thirds of the votes in the shareholders’ meeting attended by a majority of shares represented by the shareholders present at the meeting.
Article 8
All share certificates of this Corporation shall be issued in registered form after being signed by and affixed with the seals of at least three directors, sequentially numbered and authenticated by the competent authority or an institution approved by the competent authority.
This Corporation may issue registered stock without printing share certificates or may combine and print multiple shares in one share certificate, provided, that, any shares shall be recorded by a centralized securities custodian or placed under the custody of such custodian.
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Article 9
All transfer of shares , pledge of rights, amendment of seal, loss of seal or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.
Article 10
All matters regarding this Corporation's shares shall be conducted in accordance with the
Company Law and relevant laws and regulations.
Article 11
Registration of share transfers on our share register shall be suspended for sixty (60) days prior to any ordinary meeting of shareholders, thirty (30) days prior to any extraordinary meeting of shareholders, and five (5) days prior to any date on which dividends, bonuses or any other benefits are scheduled to be distributed by this Corporation.
SECTION III. SHAREHOLDERS MEETINGS
Article 12
Shareholders meetings may be ordinary meetings or extraordinary meetings. Ordinary meetings shall be convened annually by the Board of Directors within six months after the end of each fiscal year, and extraordinary meetings may be convened when necessary in accordance with applicable laws.
A notice to convene an ordinary meeting shall be given to the shareholders no later than thirty (30) days prior to the scheduled meeting date; while a notice to convene an extraordinary meeting shall be given to the shareholders no later than fifteen (15) days prior to the scheduled meeting date. Such notice shall specify the meeting date, place and proposals to be discussed during such meeting. Such notice may be made by a public announcement to shareholders holding less than one thousand (1,000) registered shares.
Article 13
Shareholders may appoint a proxy to attend any shareholders meeting by delivering to this Corporation a proxy form printed by this Corporation specifying the scope of proxy, in accordance with the Company Law and the Regulations Governing Use of Proxies by Public Companies for Attendance at Shareholders Meetings.
Article 14
Unless otherwise provided by applicable laws, the Chairman of the Board of Directors shall preside at each meeting of shareholders. In the event the Chairman of the Board of Directors is absent, he shall designate one director to act on his behalf. In the absence of such a designation, the directors shall elect a director from among themselves to preside at the meeting.
Article 15
Unless otherwise specified in laws or regulations, each shareholder shall be entitled to one vote
for each share owned.
Article 16
Unless otherwise provided by the Company Law, a resolution of shareholders shall be adopted, if passed, by a majority of the votes held by shareholders present at the meeting attended by shareholders representing a majority of the total issued and outstanding shares.
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SECTION IV. DIRECTORS AND SUPERVISORS
Article 17
This Corporation will have five (5) directors and three (3) supervisors who shall be elected
by shareholders with the legal capacity. The election of the independent directors and supervisors
shall adopt candidates nomination system, and the shareholders shall elect among the nominees
listed in the roster of independent directors and supervisors candidates. The total number of shares
of this Corporation held by directors and supervisors shall be subject to the regulations set by the
competent authority in charge of securities.
Article 17.1
In accordance with Article 183 of Securities and Exchange Act, with respect to number of
directors mentioned in previous article, the independent directors of the Company shall not be less
than two in number and not less than one-fifth of the total number of directors. The election of
independent directors and directors shall be carried simultaneously and be counted separately.
The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, exercising duties and rights and other matters for compliance with respect to independent directors shall be handled in accordance with Securities and Exchange Act and relevant regulations.
Article 18
The term of office of each director and supervisor shall be three (3) years. The directors and the supervisors are eligible for re-election after the expiry of their term of office. In the event that no new directors or supervisors can be elected immediately after the expiration of a term of office, the current directors or supervisors shall continue to perform their duties until the new directors or supervisors are elected and assume their office.
Article 19
When the posts of one-third or more of the directors have been vacated or all of the supervisors have been discharged, a special meeting of shareholders shall be convened to elect directors or supervisors to fill the vacancies within sixty (60) days. The term of office of the new directors shall be the same as the original director(s)' term(s).
Article 20
The Board of Directors shall be organized by the directors. The Chairman and Vice Chairman of the Board of Directors shall be elected by a majority of the directors present at a meeting attended by two-thirds of the directors. The Chairman of the Board of Directors shall be the authorized representative of this Corporation. In the event that the Chairman is on leave or is unable to exercise his powers and authority for any reason, the appointment of a proxy (on behalf of the Chairman) shall be done in accordance with the Company Law.
Article 21
Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors.
Unless otherwise provided by applicable laws, a resolution of the Board of Directors shall be adopted if approved by a majority of directors at a meeting of the Board of Directors attended by a majority of the directors.
Notifications for the meetings of the Board of Directors may be communicated through electronic mails or fax.
If a video conference is held, a director who attends such conference through visual means shall be deemed present at the conference as if the Director were there in person. Where a director is
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unable to attend the Board of Directors meeting, he may appoint another director to attend the Board of Directors meeting by proxy, provided, each director may act as a proxy for one other director only.
Article 22
The supervisors shall conduct business in accordance with applicable laws and may attend meetings of the Board of Directors but shall not be entitled to a vote at such meetings.
Article 23
The remuneration payable to directors and supervisors will be decided at the Board meeting according to their contributions to the Company and also with reference to the industry payout standard.
Article 24
This Corporation may appoint and retain consultants or key employees if such appointment and/or retention is approved by a resolution of the Board of Directors.
Article 24-1:
The Company could purchase liability insurance for Directors, Supervisors and management in accordance with business requirement.
SECTION V. MANAGER & STAFF
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.
SECTION VI. EARNINGS DISTRIBUTION
Article 26
After the end of each fiscal year, the Board of Directors shall submit the following reports and statements to the supervisors for their review and approval thirty days prior to any ordinary meeting of shareholders, after which, the Board of Directors shall submit such reports and statements to the shareholders at the ordinary meeting of shareholders for their recognition:
(1) report of operations;
(2) financial statement; and
(3) proposal for distributing earnings or covering losses.
Article 27
When allocating the net profits for each fiscal year, this Corporation shall first pay all taxes and
offset its losses in previous years and set aside a legal reserve at 10% of the profit left over, until the
accumulated legal capital reserve has equaled the total capital of the Corporation; then set aside the
special capital reserve which could be appropriated in accordance with relevant laws and regulations
or business operation needs, if necessary. Distribution of the remainder surplus, together with the
undistributed surplus in the previous fiscal years, shall be proposed by the Board of Directors and
submitted to the shareholders meeting for their recognition. With the remaining profit, no less than
two percent (2%) of the remaining portion shall be set aside as the employees' bonus and the
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remuneration of directors and supervisors shall be no more than 2% of the remaining portion
In the event that the employee bonus as prescribed in the preceding paragraph is distributed in the form of stocks, the employees qualifying for such distribution may include the employees of subsidiaries of this Corporation who meet certain specific requirements. Such qualified employees and distribution ratio shall be decided by the Board of Directors.
Article 27-1
The allocation of net profits will be decided by the Corporation in the aspects of its financial,
business and operation status. Such distribution may be made in ways of cash dividend and/or stock
dividend, and preferably by way of cash dividend. Distribution of profits may also be made by way of
stock dividend; provided that the ratio of stock dividend may not exceed 50% of the total distribution.
SECTION VII. SUPPLEMENTARY ARTICLES
Article 28
Any matters not provided for in these Articles of Incorporation shall be governed by the Company Law.
Article 29
The organizational rules and by-laws of this Corporation shall be prescribed by the Board of Directors.
Article 30
These Articles of Incorporation were made on May 5, 1988.
The first amendment was made on December 10, 1988.
The second amendment was made on December 1, 1989.
The third amendment was made on September 8, 1990.
The fourth amendment was made on September 26, 1990.
The fifth amendment was made on June 1, 1991.
The sixth amendment was made on May 30, 1992.
The seventh amendment was made on May 22, 1993.
The eighth amendment was made on May 21, 1994.
The ninth amendment was made on November 26, 1994.
The tenth amendment was made on May 27, 1995.
The eleventh amendment was made on June 8, 1996.
The twelfth amendment was made on June 14, 1997.
The thirteenth amendment was made on April 18, 1998.
The fourteenth amendment was made on April 28, 1999.
The fifteenth amendment was made on May 3, 2000.
The sixteenth amendment was made on June 20, 2001.
The seventeenth amendment was made on June 3, 2002.
The eighteenth amendment was made on June 9, 2003.
The nineteenth amendment was made on June 15, 2004.
The twentieth amendment was made on June 13, 2005.
The twenty-first amendment was made on June 14, 2006.
The twenty second amendment was made on June 15, 2007.
The twenty third amendment was made on June 13, 2008.
- 33 -
The twenty fourth amendment was made on June 19, 2009.
The twenty fifth amendment was made on June 18, 2010.
The twenty sixth amendment was made on June 22, 2012
- 34 -
Attachment VII. Amendment to the Procedures of Acquiring or Disposing of Assets
Quanta Computer Inc.
Comparison of Amendments to the Procedures of Acquiring or Disposing of Assets
(13th
amendment in the Board meeting dated June 22, 2012)
Before Amendment After Amendment Remark
Chapter 1:
General Principle
Article 2:
Except when prescribed by other
laws or the Company’s Articles of
Incorporation, in which case, such
Regulations shall take precedence,
the acquisition or disposition of
assets by the Company shall be
conducted in accordance with these
Guidelines.
Chapter 1:
General Principle
Article 2:
Except when prescribed by other
applicable laws, rules, and
regulations, in which case, such
Regulations shall take precedence,
the acquisition or disposition of
assets by the Company shall be
conducted in accordance with these
Procedures.
Article 4:
Terms used in these procedures are
defined as follow:
(1) ….
(2) ….
(8) Within one year period: dating
back for one year from the date
of acquiring or disposing this
asset (the announced period is
exempt from counting in again).
(9) Most recent financial statement:
financial statements publicly
audited or reviewed by an
accountant in accordance with
relevant laws before the
Company acquires or disposes
assets.
Article 4:
Terms used in these procedures are
defined as follow:
(1) ….
(2) ….
(8) Within one year period: dating
back for one year from the date
of acquiring or disposing this
asset (the announced period is
exempt from counting in again).
(9) Most recent financial statement:
financial statements publicly
audited or reviewed by an
accountant in accordance with
relevant laws prior to the date of
the event when the Company
acquires or disposes assets.
Chapter 2:
Procedure
Section I:
Procedures for Acquisition or
Disposal of Assets
Article 7:
Procedures for the Acquisition or
Disposal of Assets:
Sub-Section I.
Procedure of Evaluation and
Operation
(1) ….
Chapter 2:
Procedure
Section I:
Procedures for Acquisition or
Disposal of Assets
Article 7:
Procedures for the Acquisition or
Disposal of Assets:
Sub-Section I.
Procedure of Evaluation and
Operation
(1) …
- 35 -
(2) Before the acquisition or disposal
of securities, the latest financial
statements of the object company
audited or reviewed by certified
public accountant should be
acquired for the assessment and
reference of transaction price.
Should the transaction price
reaches 20% of this Company's
paid-in capital or exceeds NT$300
million, opinions in respect of a
rational transaction price have to
be sought from certified public
accountant; provided however,
these requirements are not
applicable if such securities have a
public price from an active market
or if the regulatory authorities
require otherwise.
(3) Should the transaction price of
acquiring or disposing real estate
or other fixed assets reaches 20%
of this Company’s paid-in capital
or exceeds NT$300 million,
opinions in respect of a rational
transaction price have to be sought
from appraisal reports issued by
Professional Appraiser and shall
comply with the Procedure of
Evaluation and Operation stated in
this Procedure. If the Company
acquires real estate from a related
party, the transaction should be
made in accordance with the
“evaluating the reasonableness of
the transaction condition”
procedure stated in Chapter 2
Section II.
(2) Prior to the date of the event when
the acquisition or disposal of
securities takes place, the latest
financial statements of the object
company audited or reviewed by
certified public accountant should
be acquired for the assessment and
reference of transaction price.
Should the transaction price
reaches 20% of this Company's
paid-in capital or exceeds NT$300
million, opinions in respect of a
rational transaction price have to
be sought from certified public
accountant prior to the date of the
event; provided however, should
the certified public accountant
chose to leverage an appraisal
report issued by Professional
Appraiser, the Company should
request the accountant to handle
the matter in accordance with the
provision of Auditing Standard
No. 20 governed by Accounting
Research and Development
Foundation. These requirements
are not applicable if such securities
have a public price from an active
market or if the regulatory
authorities require otherwise.
(3) Should the transaction price of
acquiring or disposing real estate
or other fixed assets reaches 20%
of this Company’s paid-in capital
or exceeds NT$300 million,
opinions in respect of a rational
transaction price have to be sought
from appraisal reports issued by
Professional Appraiser prior to the
date of the event and shall comply
with the Procedure of Evaluation
and Operation stated in this
Procedure. Related party
transactions shall comply with the
Procedure stated in Chapter 2
Section II.
- 36 -
Sub-Section II.
Acquisition or disposal process of
securities
(1) …
(2) Acquiring real estate from a
related party …
(3) …
Sub-Section II.
Acquisition or disposal process of
securities
(1) …
(2) Related party transactions …
(3) ….
Sub-Section IV.
Evaluating procedures of the
Company’s assets:
Except transactions with government
institutions, contracting third parties
to construct on land owned or rented
by this Company, or acquisition of
machinery and equipment for
operation purpose, for acquisition or
disposal of real estate or other fixed
assets by this Company whose amount
reaches 20% of the Company’s paid-
in capital or exceeds NT$300 million,
an appraisal report issued by the
Professional Appraiser shall be
obtained in advance and the following
provisions should be compiled with:
(1) …
(2) …
(3) Should the appraisal report issued
by the Professional Appraiser meet
the following conditions, the
Company should request the
accountant to handle the matter in
accordance with the provision of
Auditing Standard No. 20
governed by Accounting Research
and Development Foundation and
comment on the reason for the
discrepancy and the fairness of the
transaction price.
i. If the discrepancy between
the result of the appraisal
report of Professional
Appraiser and the
transaction price exceeds
Sub-Section IV.
Evaluating procedures of the
Company’s assets:
Except transactions with government
institutions, contracting third parties to
construct on land owned or rented by
this Company, or acquisition of
machinery and equipment for
operation purpose, for acquisition or
disposal of real estate or other fixed
assets by this Company whose amount
reaches 20% of the Company’s paid-in
capital or exceeds NT$300 million, an
appraisal report issued by the
Professional Appraiser shall be
obtained prior to the date of the event
and the following provisions should be
compiled with:
(1) …
(2) …
(3) Should the appraisal report issued
by the Professional Appraiser meet
the following conditions, except
when all appraisal reports for
acquiring assets are higher than
transaction price or all appraisal
reports for disposing assets are
lower than transaction price, the
Company should request the
accountant to handle the matter in
accordance with the provision of
Auditing Standard No. 20
governed by Accounting Research
and Development Foundation and
comment on the reason for the
discrepancy and the fairness of the
transaction price.
i. If the discrepancy between
the result of the appraisal
report of Professional
Appraiser and the
transaction price exceeds
- 37 -
20%
ii. If the discrepancy between
the two appraisal reports or
more is over 10%
(4) If the appraisal is made prior to the
contract date, the appraisal report
should be issued within 3 months
before the contract date; provided
that if the object’s publicly
announced value is still the same
and the appraisal report was issued
no longer than 6 months, the
original Appraiser may present
supplemental opinions.
20%
ii. If the discrepancy between
the two appraisal reports o
more is over 10%
(4) The appraisal report issued by the
Professional Appraisers should be
issued within 3 months before the
contract date; provided that if the
object’s publicly announced value
is still the same and the appraisal
report was issued no longer than 6
months, the original Appraiser may
present supplemental opinions.
Article 7-1:
Assessing transaction price:
The aforementioned transaction
price assessment is in accordance
with Procedures stated in Section
27, Article 2, and the term
“within one year” used in the
Procedure should mean within
one year backwards from the date
of the transaction. The transaction
that is in accordance with the
Procedure of obtaining appraisal
reports issued by the Professional
Appraisers or certified public
accountants should be excluded.
Chapter 2:
Procedure
Section II:
Acquiring or disposing assets from
a related party
Chapter 2:
Procedure
Section II:
Related party transactions
Article 8:
Identification of related party:
The Company acquiring real estate
through purchase or exchange from a
related party should comply with
relevant laws or regulations as well as
consider if any substantial relationship
exist with the Company when
identifying the counter party as a
related party
Article 8:
Identification of related party:
When the Company acquiring or
disposing real estate from a related
party, the Company should comply
with relevant laws or regulations as
well as consider if any substantial
relationship exist with the Company
when identify the counter party as a
related party
Article 9: Article 9:
- 38 -
Decision making process:
When the Company acquiring real
estate from a related party, the
Company shall prepare the following
documentation and submitted to the
Board of Directors and Supervisors
for approval:
(1) Reasons, necessity and the
anticipated benefit of real estate
acquisition
(2) …
(3) Relevant information for
evaluating the reasonableness of
the anticipated transaction
conditions pursuant to provision of
Article 10 and 11
(4) …
(5) …
(6) Conditions and other important
agreed items of the transaction
Decision making process:
When the Company acquiring or
disposing real estate or other assets
whose amount reaches 20% of the
Company’s paid-in capital or 10% of
the Company’s total assets or over
NT$300 million from a related party,
the Company shall prepare the
following documentation and
submitted to the Board of Directors
and Supervisors for approval.
Contracts can then be signed and
payments may proceed forward.
(1) Reasons, necessity and the
anticipated benefit of real estate
acquisition or disposal
(2) …
(3) Acquiring real estate from a related
party and relevant information for
evaluating the reasonableness of
the anticipated transaction
conditions pursuant to provision of
Article 10 and 11
(4) …
(5) …
(6) Obtaining appraisal reports issued
by the Professional Appraisers or
certified public accountants in
accordance with Procedures stated
in Article 7
(7) Conditions and other important
agreed items of the transaction
The aforementioned transaction price
assessment is in accordance with
Procedures stated in Section 27,
Article 2, and the term “within one
year” used in the Procedure should
mean within one year backwards from
the date of the transaction. The
transaction that is in accordance with
the Procedure of submitting to the
Board of Directors and Supervisors for
approval should be excluded.
When the Company acquiring or
disposing machinery for operation
from its parent company or subsidiary,
the Board can authorize the Chairman
- 39 -
to handle the matter if the transaction
price is less then 1% of the Company’s
total assets and report to the latest
Board of Directors Meeting for
recognition on an after-the-event basis.
Article 23:
When engaging in merger, spin-off,
acquisition or share transfer, the
Company shall report the information
set out in subparagraphs 1& 2 of the
preceding paragraph to the regulator
for recordation in the prescribed
format and via the Internet-based
information system within two days of
passage of a resolution by the Board
of Directors.
Article 23:
When engaging in merger, spin-off,
acquisition or share transfer, the
Company shall report the information
set out in subparagraphs 1& 2 of the
preceding paragraph to the FSC for
recordation in the prescribed format
and via the Internet-based information
system within two days from the date
of passage of a resolution by the Board
of Directors.
Article 27:
Procedures for announcement and
filing
Section I.
Should any of the following
conditions relating to the
Company’s acquisition or disposal
of assets occur, filing and public
announcement shall be made on the
designated website in accordance
with the relevant regulations within
two days on the date of the event:
(1) Acquiring real estate from a
related party
(2) Execution of investment in
Mainland China
(3) …
(4) …
(5) The assets acquisitions or disposal
other than the abovementioned
four items…
i. …
ii. …
iii. …
iv. …
v. Acquisition of real estate by way
of contracting third parties to
construct on land owned by the
Company, distribution of
building under joint construction
project, distribution of profit
Article 27:
Procedures for announcement and
filing
Section I.
Should any of the following
conditions relating to the
Company’s acquisition or disposal
of assets occur, filing and public
announcement shall be made on the
designated website in accordance
with the relevant regulations within
two days from the date of the event:
(1) Acquiring or disposing real estate
or other assets whose amount
reaches 20% of the Company’s
paid-in capital or 10% of the
Company’s total assets or over
NT$300 million from a related
party. However, buying or selling
bonds and buying or selling bonds
under re-purchase or resale
conditions should be excluded.
(2) Execution of investment in
Mainland China
(3) …(2)…
(4) …(3)…
(5) (4) The assets acquisitions or
disposal other than the
abovementioned three items…
i. …
ii. …
- 40 -
under joint construction project,
or selling building under joint
construction project, and the
amount of transaction not
exceeding NT$500 million
Section II.
The transaction amounts in the
proceeding paragraph are calculated
in accordance with the methods
stated herein below:
(1) …
(2) …
(3) …
(4) …
The term “within one year” used in
the preceding paragraph should mean
within one year backwards from the
date of the transaction. The
transaction that is in accordance with
the Guidelines should be excluded
iii. …
iv. …
v. Acquisition of real estate by way
of contracting third parties to
construct on land owned or rented
by the Company, distribution of
building under joint construction
project, distribution of profit
under joint construction project,
or selling building under joint
construction project, and the
amount of transaction not
exceeding NT$500 million
Section II.
The transaction amounts in the
proceeding paragraph are calculated
in accordance with the methods
stated herein below:
(1) …
(2) …
(3) …
(4) …
The term “within one year” used in the
preceding paragraph should mean
within one year backwards from the
date of the transaction. The transaction
that is in accordance with the
Procedures should be excluded
Article 28:
Should any of the following
conditions occur after the filing and
public announcement of transactions,
the Company needs to file and make
public announcement on the
designated website in accordance with
relevant regulations within two days
from the date of the event:
(1) …
(2) …
Article 28:
Should any of the following conditions
occur after the filing and public
announcement of transactions, the
Company needs to file and make
public announcement on the
designated website in accordance with
relevant regulations within two days
from the date of the event:
(1) …
(2) …
(3) Modification on the original filing
or public announcement
Article 30:
Governance of the Company’s
subsidiary acquiring or disposing
assets:
(1) The Company’s subsidiary should
Article 30:
Governance of the Company’s
subsidiary acquiring or disposing
assets:
(1) The Company’s subsidiary should
- 41 -
follow relevant regulations
governed by the “Regulations
Governing the Acquisition and
Disposal of Assets by Public
Companies” , also, it is approved
by the Board of Directors of the
subsidiary before presenting to the
shareholders’ meeting and its
parent company for resolution and
the same procedure should follow
when amendment is made.
(2) …
(3) …
(4) The term “transaction amount
reaches 20% of the Company’s
paid-in capital” stated in the
Procedures for filing and public
announcement for subsidiaries
refers to the parent company’s
paid-in capital.
follow and execute relevant
regulations governed by the
“Regulations Governing the
Acquisition and Disposal of Assets
by Public Companies” , also, it is
approved by the Board of Directors
of the subsidiary before presenting
to the shareholders’ meeting and
its parent company for resolution
and the same procedure should
follow when amendment is made.
(2) …
(3) …
(4) The term “transaction amount
reaches 20% of the Company’s
paid-in capital or 10% of the
Company’s total assets ” stated in
the Procedures for filing and
public announcement for
subsidiaries refers to the parent
company’s paid-in capital or total
assets.
Article 30-1:
For shares from foreign company
without face value or face value per
share does not equal to NT$10, the
20% of the Company’s paid-in capital
stated in this Procedure can then be
calculated based on 10% of the
stockholders’ equity.
- 42 -
Attachment VIII. Amendment to the Election Regulations of Directors and Supervisors
Quanta Computer Inc.
Comparison of Amendment to the Election Regulations of Directors and Supervisors
(14th
amendment was made on June 22, 2012)
Before Amendment After Amendment Remark
Article 3:
In the election of directors and
supervisors of the Company, the
names of voters may be represented
by shareholder’ numbers printed on
the voting cards. Each share shall be
entitled to one vote for each director
or supervisor to be elected. The holder
of the shares may cast all votes for one
candidate, or may distribute the votes
among several candidates.
Article 3:
In the election of directors and
supervisors of the Company, the
names of voters may be represented by
shareholder’ numbers printed on the
voting cards. Each share shall be
entitled to one vote for each director or
supervisor to be elected. The holder of
the shares may cast all votes for one
candidate, or may distribute the votes
among several candidates.
Amend in
accordance with
business
operation needs
and regulation
changes
Article 4:
In the election of directors and
supervisors of the Company,
nomination of candidates should
follow Procedures stated in the Article
of Incorporation, candidates who
acquire more votes should win the
seats of director or supervisor. If two
or more persons acquire the same
number of votes and the number of
such persons exceeds the specified
seats available, such persons acquiring
the same votes shall draw lots to
decide who should win the seats
available, and the Chairman shall
draw lots on behalf of the candidate
who is not present. For candidate who
win the seats of both director and
supervisor shall determine which seat
to take by oneself. The vacant seat
shall then be filled by candidate with
the next highest number of votes.
Article 4:
In the election of directors, including
independent directors, and supervisors
of the Company shall adopt candidates
nomination system, and the
shareholders shall elect among the
nominees listed in the roster of
candidates. Nomination of candidates
should follow Procedures stated in the
Article of Incorporation and count
votes through electronic
communication platform and by poll,
then candidates who acquire more
votes should win the seats of director
or supervisor. If two or more persons
acquire the same number of votes and
the number of such persons exceeds
the specified seats available, such
persons acquiring the same votes shall
draw lots to decide who should win
the seats available, and the Chairman
shall draw lots on behalf of the
candidate who is not present. For
candidate who win the seats of both
director and supervisor shall determine
which seat to take by oneself. The
vacant seat shall then be filled by
candidate with the next highest
number of votes.
Amend in
response to
promoting
corporate
governance and
comply with
Company Law
No. 192
regulation that
governs the
election of
directors,
including
independent
directors, and
supervisors of
the Company
shall adopt
candidates
nomination
system. Amend
also in
accordance with
Company Law
Article 177-1
and FSC
notification No.
1010005306 to
include
electronic
notifications as
- 43 -
means to
exercise voting
rights.
Article 4-1:
The Company shall comply with
Company Law that governs the
election of independent directors and
adopt candidates nomination system.
The elections of independent directors
and non-independent directors shall
proceed as one election and number of
the elected shall be calculated
separately. The candidates who
receive the most votes for the position
will be elected independent directors
and non-independent directors.
Article 4-1:
The Company shall comply with
Company Law that governs the
election of independent directors and
adopt candidates nomination system.
The elections of independent directors
and non-independent directors shall
proceed as one election and number of
the elected shall be calculated
separately. The candidates who receive
the most votes for the position will be
elected independent directors and non-
independent directors.
Amend in
accordance with
regulation
changes
Article 5:
The Board of Directors shall prepare
ballots according to shareholders’
numbers and note the number of
voting rights.
Article 5:
The Board of Directors shall prepare
ballots according to shareholders’
numbers and note the number of
voting rights. Voting rights exercised
through electronic forms shall not
receive ballots.
Amend in
accordance with
Company Law
Article 177-1
and FSC
notification No.
1010005306 to
include
electronic
notifications as
means to
exercise voting
rights.
Attachment IX.
Quanta Computer Inc.
Shareholdings of Directors and Supervisors as of April 24, 2012
Position Name Elected Date
Common Shares Held at
Previous Election Current Common Shares Held
Note
Number of
Common
Shares
Percentage of
Total Issued and
Outstanding
Common Shares
Number of
Common
Shares
Percentage of
Total Issued and
Outstanding
Common Shares
Chairman Barry Lam 2010.06.18 510,738,138 13.38% 510,738,138 13.30%
Vice-Chairman C.C. Leung 2010.06.18 95,645,736 2.51% 115,645,736 3.01% Other entitlement of
20,000,000 shares
Director C.T. Huang 2010.06.18 5,878,197 0.15% 9,878,197 0.26% Other entitlement of
4,000,000 shares
Independent
Director Wei-Ta Pan 2010.06.18 6,717 0.00% 6,717 0.00%
Independent
Director Chi-Chih Lu 2010.06.18 0 0.00% 0 0.00%
Supervisor S.C. Liang 2010.06.18 40,157,707 1.05% 60,157,707 1.57% Other entitlement of
20,000,000 shares
Supervisor Eddie Lee 2010.06.18 0 0.00% 0 0.00%
Supervisor Steven Chang 2010.06.18 0 0.00% 0 0.00%
Total 652,426,495 696,426,495
Note 1: Issued Capital Stock on June 18, 2010: 3,815,777,951 shares at NT$ 10 par value
Note 2: Issued Capital Stock on April 24, 2012: 3,846,515,432 shares at NT$ 10 par value
Note 3: QCI’s Directors are required to hold in the aggregate no less than 92,316,370 QCI shares. As of April 24, 2012, QCI’s Directors
together held 636,262,071 QCI shares
Note 4: QCI’s Supervisors are required to hold in the aggregate no less than 9,231,637 QCI shares. As of April 24, 2012, QCI’s Supervisors
together held 60,157,707 QCI shares
Note 5: Independent Directors and Supervisors’ shareholdings are not included in the required amount.