QUANTA COMPUTER INC.€¦ · Quanta Computer Inc.: We have audited the accompanying balance sheets...

[Translation]

Stock Code: 2382

QUANTA COMPUTER INC.

2012 Annual General Shareholders’ Meeting

Meeting Handbook

June 22, 2012

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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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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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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:


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.

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

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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


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:


Proposal: To approve the revision of the Procedures of Acquiring or Disposing of Assets

Description:



(2) Comparison of Amendments on Procedures of Acquiring or Disposing of Assets is

described in Attachment VII.

Resolution:

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Proposal: To approve the revision of the Election Regulations of Directors and Supervisors

Description:



(2) Comparison of Amendments on the Election Regulations of Directors and

Supervisors is described in Attachment VIII.

Resolution:


Proposal: To approve the revision of the Rules and Procedures of the Shareholders’ Meeting

Description:



(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


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


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


Comparison of Amendments to the Procedures of Acquiring or Disposing of Assets

(13th

amendment in the Board meeting dated June 22, 2012)


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:


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.


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.


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:


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


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


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


Comparison of Amendment to the Election Regulations of Directors and Supervisors

(14th

amendment was made on June 22, 2012)


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:


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:


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.


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.

QUANTA COMPUTER INC.€¦ · Quanta Computer Inc.: We have audited the accompanying balance sheets...

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Transcript of QUANTA COMPUTER INC.€¦ · Quanta Computer Inc.: We have audited the accompanying balance sheets...