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QCI — AGM Information 2026
Apr 27, 2026
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AGM Information
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TWSE Ticker: 2382.TT
QUANTA COMPUTER INC.
2026 Annual General Shareholders' Meeting
Meeting Handbook
May 29, 2026
QUANTA COMPUTER INC.
2026 Annual General Shareholders' Meeting
Meeting Procedure
I. Call Meeting to Order
II. Chairman's Address
III. Report Items
IV. Approval Items
V. Discussion Items
VI. Other Business and Special Motion
VII. Meeting Adjourned
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QUANTA COMPUTER INC.
2026 Annual General Shareholders' Meeting
Table of Contents
Agenda ... 4
Report Items ... 5
Approval Items ... 6
Discussion Items ... 8
Other Business and Special Motion ... 9
Meeting Adjourned ... 9
Attachments ... 10
Attachment I. Financial Statements ... 10
Attachment II. Business Report ... 28
Attachment III. Audit Committee’s Review Report ... 31
Supplemental Materials ... 32
Supplement I. Rules and Procedures of Shareholders’ Meeting ... 32
Supplement II. Articles of Incorporation ... 36
Supplement III. Shareholdings of Directors ... 43
QUANTA COMPUTER INC.
2026 Annual General Shareholders' Meeting
Agenda
I. Time: May 29, 2026 (Friday) at 9:00 am
II. Venue: Quanta Computer
(B1, No. 188, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, Taiwan)
III. Format of AGM: physical location
IV. Chairman call meeting to order
V. Chairman's address
VI. Report Items:
1. Report distribution of remuneration to Directors and employees' bonus (including non-managerial employees) for FY2025.
2. Report the distribution plan of FY2025 cash dividend.
3. Report the status of ECB issuance.
VII. Approval Items:
1. To accept FY2025 business report and financial statements (including independent auditor's report and Audit Committee's review report).
2. To approve the allocation of FY2025 distributable earnings.
VIII. Discussion Items:
1. To approve the issuance of Global Depositary Receipts (GDRs)
IX. Other Business and Special Motion
X. Meeting Adjourned
NOTE: Each reporting item and discussion item will proceed with voting by poll and voting will be conducted after all proposals have been presented.
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Report Items
Item 1.
(Proposed by the Board of Directors)
Proposal: Report distribution of remuneration to Directors and employees' bonus (including non-managerial employees) for FY2025.
Description:
(1) The distribution plan is in accordance with Article 27 of the Company’s Articles of Incorporation.
(2) The distribution plan for employees’ bonus and remuneration to directors has been resolved by the Company’s Remuneration Committee and proposed to the Board of Directors for resolution. Thus, the distribution plan is reported to the shareholders’ meeting.
(3) The Company is to allocate NT$14,000,000 for directors’ remuneration and NT$7,471,341,633 for employees’ bonus, including NT$149,426,833 for non-managerial employees. Both employees’ bonus and remuneration to directors are distributed in cash.
(4) The distribution plan for employees’ bonus and directors’ remuneration is calculated based on the most recent financial statements, which is no different from the original estimate.
Item 2.
(Proposed by the Board of Directors)
Proposal: Report the distribution plan of FY2025 cash dividend.
Description:
(1) The distribution plan is in accordance with the Company Act and Article 27-1 & Article 27-2 of the Company’s Articles of Incorporation.
(2) The Board of Directors has resolved to distribute cash dividend for 1H25 and 2H25, details are as follows:
| FY2025 | Date of BoD Resolution (YYYY/MM/DD) | Cash dividends per share (NT$) | Total Amount of Cash Distribution (NT$) | Distribution Date |
|---|---|---|---|---|
| 1H25 | 2025/08/12 | $0.0 | $0 | NA |
| 2H25 | 2026/02/26 | $15.6 | $60,256,987,940 | TBD |
| TOTAL | $15.6 | $60,256,987,940 | - |
(3) Distribution of cash dividend is rounded up to dollar, or yuan, the total round off will be allocated to other income.
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Item 3.
(Proposed by the Board of Directors)
Proposal: Report the status of ECB issuance
Description:
(1) The issuance is in accordance with Article 246 of the Company Act
(2) The Board of Directors has resolved the fifth issuance of unsecured overseas convertible bonds on August 12, 2025 to support funding needs of procuring raw materials in foreign currencies. The fifth issuance of ECB was approved by the Financial Supervisory Commission (FSC) on September 23, 2025 with approval No. 1140358182. Proceeds from the ECB issuance were made on October 2, 2025. The ECB amounting to US$1,000,000 thousand at zero coupon rate and a par value of US$200,000 per bond, 100% issued with the maturity date set on October 2, 2030.
(3) For more details, please visit https://emops.twse.com.tw/server-java/t58query
Approval Items
Item 1.
(Proposed by the Board of Directors)
Proposal: To accept FY2025 business report and financial statements (including independent auditor's report and Audit Committee' review report)
Description:
Quanta Computer's FY2025 Financial Statements, including Consolidated Financial Statements and Parent Company Only Financial Statements, were audited and certified by KPMG Certified Public Accountants. FY2025 business report and financial statements were reviewed by the Audit Committee, approved by the Board of Directors, and is proposed to the shareholders' meeting for approval.
Please refer to attachment I ~ III of this Handbook, and for financial reports please refer to website: https://emops.twse.com.tw/server-java/t58query
Resolution:
Item 2.
(Proposed by the Board of Directors)
Proposal: To approve the allocation of FY2025 distributable earnings
Description:
(1) Allocation of FY2025 distributable earnings was reviewed by the Audit Committee and approved by the Board of Directors. The amount of distributable earnings is derived from net income after tax and after a 10% legal capital reserve in accordance with Article 27-1 of the Company's Articles of Incorporation. The distribution details are shown below and are proposed to the shareholders' meeting for approval.
Quanta Computer Inc.
FY2025 Allocation of Distributable Earnings
Unit: NT$
| Item | Amount | |
|---|---|---|
| Undistributed earnings at the beginning of the period | $56,647,579,123 | |
| Add: net income after tax for the period | $74,987,699,988 | |
| Other adjustments | 103,125,835 | $75,090,825,823 |
| Less: legal reserve appropriated | (7,509,082,582) | |
| Less: reversal of special reserve | (1,194,319,593) | (8,703,402,175) |
| Available earnings for distribution for the period | 123,035,002,771 | |
| Earnings Distribution: | ||
| Distribution for 1H | 0 | |
| Distribution for 2H (cash) | (60,256,987,940) | (60,256,987,940) |
| Undistributed earnings at the end of the period | 62,778,014,831 |
Note: the stock dividend is NT$0 per share, cash dividend is NT$15.60 per share.
Resolution:
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Discussion Items
Item 1.
(Proposed by the Board of Directors)
Proposal: To approve the issuance of Global Depositary Receipts (GDRs)
Description:
(1) In order to raise funds required for the Company's future development and to internationalize and diversify the Company's financing channels, it is proposed that the shareholders authorize the Board of Directors ("Board"), depending on the market conditions and the Company's capital needs, to issue new common shares ("New Shares") for cash to sponsor issuance of the GDSs ("DR Offering") at an appropriate time in accordance with applicable laws and the following principles:
i. The number of New Shares to be issued by the Company in connection with the DR Offering should be determined by the Board which shall not exceed 245,000,000 common shares ("Issuance Limit"), and the Board may, within the Issuance limit and based on market conditions, adjust the issue size, provided that the New Shares should be issued by the Company at one time.
ii. The issue price of the New Shares will be determined with reference to (a) the closing price of the Company's common shares on the pricing date, or (b) the average of the closing price of the Company's common shares for 1, 3 or 5 trading days prior to the pricing date (each of (a) or (b) is referred to hereinafter as the "Reference Price"). However, the Chairman is authorized to coordinate with the international lead underwriter to determine the actual issue price ("Actual Price") in accordance with market conditions, provided that the Actual Price shall not be less than 90% of the Reference Price after deduction of ex-rights for free share distribution (or ex-rights for capital reduction) and ex-dividend.
The setting of the aforementioned Reference Price and Actual Price is in accordance with market practice and the "Taiwan Securities Association Rules Governing Underwriting and Resale of Securities by Securities Firms", thus the method of setting the issue price should be reasonable.
iii. 10% of the New Shares to be issued shall be allocated for the Company's employees' subscription under Article 267 of the Company Act. Rights to subscribe to the remaining 90% shall be waived by the original shareholders, and such remaining 90% should be offered to the public under Article 28-1 of the Securities and Exchange Act as the underlying shares of the GDSs to be sold in the DR Offering, subject to the approval of the shareholders' meeting. Any New Shares not subscribed by employees of the Company shall be subscribed by designated person(s) as determined by the Chairman or included as underlying shares of the GDSs.
(2) The Board is authorized to determine the terms and conditions of the DR Offering (issue price, number of shares to be issued, and issuance amount to be raised), plan for the use of proceeds, the estimated effect, etc. and all other matters related to the DR Offering based on market conditions. The Board is also authorized to make any amendments thereto as required by the competent authority or as may be deemed necessary due to operational evaluation or change in objective
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circumstances.
(3) To facilitate the issuance of New Shares to sponsor the DR Offering, the Chairman or the Chairman's designee is authorized, on behalf of the Company, to approve and execute all agreements and documents in connection with the DR Offering and handle all matters relating to the DR Offering.
(4) Based on the maximum issuance of 245,000,000 New Shares and assuming that the Actual Price is not lower than 90% of the adjusted Reference Price, after deduction of ex-rights for free share distribution (or ex-rights for capital reduction) and ex-dividend, the maximum dilution ratio of the original shareholders' equity will be 5.97% which is not expected to have a material dilutive effect on the shareholding of the current existing shareholders, and should not have a material adverse impact on the current existing shareholders' equity interest.
(5) This proposal has been approved by the Audit Committee on February 26, 2026, and by the Board of Directors on February 26, 2026, and is hereby submitted to the shareholders' meeting for discussion and approval in accordance with the law.
Resolution:
Other Business and Special Motion
Meeting Adjourned
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Attachments
Attachment I. Financial Statements
KPMG
华侃建京群合管理科学合作
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Quanta Computer Inc.:
Opinion
We have audited the consolidated financial statements of Quanta Computer Inc. and its subsidiaries (“the Group”), which comprise the consolidated statements of financial position as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue Recognition
For accounting policies of revenue recognition, please refer to Note (4)(p) on revenue recognition in the consolidated financial statement; for the explanation of recognition, please refer to Note (6)(v) in the consolidated financial statement.
KPMG
Description of the key audit matter:
The Group engages primarily in the manufacturing, processing, and sales of laptop computers and cloud-computing server related products. Varying transaction terms will cause different timing for control of products' being transferred. Therefore, the timing for revenue recognition has been identified as a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, our key audit procedures include understanding the Group's main sources of revenues, contract provisions, and transaction terms to evaluate the adequacy of the timing of revenue recognition; testing the control methods for the procedures related to the shipment operation and revenue recognition under the internal control of the Group; selecting the shipments of the Group in the period around the balance sheet date and checking the certificates and forms to confirm whether the sales revenue is recognized in the appropriate period in the financial statements.
- Allowance for Inventory Valuation and Obsolescence Losses
Please refer to Notes (4)(h), (5) and (6)(g) for accounting policies, accounting assumptions and estimation uncertainty, and related disclosure information for inventory, respectively.
Description of the key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, the advance of new electronic products may significantly change consumer demands, which leads to product obsolescence that may result in the cost of inventory to be higher than the net realizable value, and the net realizable value relates to the management judgement. Consequently, the valuation of inventories has been identified as a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, our key audit procedures include understanding the Group's inventory write-down policy, evaluating the reasonableness of the methods and assumptions used for inventory write-downs, obtaining detailed calculations of inventory write-downs and verifying their consistency with accounting records, re-evaluating the write-downs according to the Group's policy, reviewing the calculation logic of the inventory aging report and verifying its accuracy, understanding the sales prices used by management for inventory valuation, and sampling relevant transaction documents to assess the reasonableness of the net realizable value of inventory.
Other Matter
Quanta Computer Inc. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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KPMG
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the consolidated audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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KPMG
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wu, Tsao-Jen and Lien, Shu-Ling.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| ASSETS | December 31, 2026 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (Note (f)(a)) | $ 178,309,881 | 14 | 163,992,166 | 18 |
| 1110 | Current financial assets at fair value through profit or loss (Note (f)(b)) | 18,782,974 | 1 | 30,833,235 | 3 |
| 1120 | Current financial assets at fair value through other comprehensive income (Note (f)(c)) | 5,534,929 | 1 | 6,273,788 | 1 |
| 1172 | Accounts receivable, net (Notes (f)(e) and (7)) | 494,968,676 | 37 | 371,245,668 | 40 |
| 1200 | Other receivables, net (Notes (f)(f) and (7)) | 1,686,297 | - | 1,663,321 | - |
| 1310 | Inventories (Note (f)(g)) | 512,945,798 | 38 | 261,886,319 | 28 |
| 1476 | Other current financial assets (Note (g)) | 1,723,870 | - | 1,041,144 | - |
| 1479 | Other current assets, others | 18,112,053 | 1 | 3,758,314 | - |
| 1,232,064,478 | 92 | 840,693,955 | 90 | ||
| Non-current assets: | |||||
| 1510 | Non-current financial assets at fair value through profit or loss (Note (f)(b)) | 3,065,409 | - | 2,257,631 | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note (f)(c)) | 8,742,665 | 1 | 3,499,811 | - |
| 1535 | Non-current financial assets at amortized cost, net (Note (f)(d)) | 3,102,641 | - | 1,642,816 | - |
| 1550 | Investments accounted for using equity method (Note (f)(h)) | 216,884 | - | 435,416 | - |
| 1600 | Property, plant and equipment (Note (f)(i)) | 72,969,614 | 5 | 67,060,653 | 7 |
| 1755 | Right-of-use assets (Note (f)(j)) | 7,720,081 | 1 | 5,435,955 | 1 |
| 1760 | Investment property, net (Note (f)(k)) | 66,617 | - | 67,347 | - |
| 1780 | Intangible assets (Note (f)(l)) | 535,194 | - | 498,516 | - |
| 1840 | Deferred tax assets (Note (f)(r)) | 11,040,302 | 1 | 8,092,909 | 2 |
| 1980 | Other non-current financial assets (Note (g)) | 1,645,034 | - | 1,018,634 | - |
| 1995 | Other non-current assets, others | 1,942,824 | - | 1,742,822 | - |
| 111,047,265 | 8 | 91,752,510 | 10 | ||
TOTAL ASSETS
| December 31, 2026 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| 2100 | Short-term borrowings (Notes (f)(e) and (f)(m)) | $ 241,723,994 | 18 |
| 2120 | Current financial liabilities at fair value through profit or loss (Note (f)(b)) | - | - |
| 2130 | Current contract liabilities (Notes (f)(v) and (7)) | 107,124,589 | 8 |
| 2170 | Accounts payable | 535,232,189 | 40 |
| 2219 | Other payables (Note (7)) | 58,373,447 | 5 |
| 2230 | Current tax liabilities | 21,021,595 | 2 |
| 2250 | Current provisions | 1,782,367 | - |
| 2280 | Current lease liabilities (Note (f)(p)) | 1,782,693 | - |
| 2305 | Other current financial liabilities | 22,924,330 | 2 |
| 2320 | Long-term liabilities, current portion (Note (f)(a)) | 16,603,350 | 1 |
| 2365 | Current refund liabilities | 5,972,380 | - |
| 2399 | Other current liabilities, others | 1,614,350 | - |
| 1,014,155,284 | 76 | ||
| Non-Current liabilities: | |||
| 2500 | Non-current financial liabilities at fair value through profit or loss (Notes (f)(b) and (f)(e)) | 710,899 | - |
| 2530 | Bonds payable (Note (f)(e)) | 56,578,932 | 4 |
| 2540 | Long-term borrowings (Note (f)(a)) | - | - |
| 2570 | Deferred tax liabilities (Note (f)(r)) | 9,892,812 | 1 |
| 2580 | Non-current lease liabilities (Note (f)(p)) | 5,807,293 | - |
| 2640 | Net defined benefit liability, non-current (Note (f)(q)) | 155,145 | - |
| 2670 | Other non-current liabilities, others | 66,878 | - |
| 73,211,959 | 5 | ||
| Total liabilities | 1,087,367,243 | 81 | |
| Equity attributable to owners of parent (Note (f)(i)): | |||
| 3100 | Share capital | 38,626,274 | 3 |
| 3200 | Capital surplus | 21,155,830 | 1 |
| 3300 | Retained earnings | 185,322,339 | 14 |
| 3400 | Other equity | (1,194,320) | - |
| 3500 | Treasury shares | (333,094) | - |
| Total equity attributable to owners of parent | 243,577,029 | 18 | |
| 36XX | Non-controlling interests | 12,167,471 | 1 |
| Total equity | 255,744,500 | 19 | |
| TOTAL LIABILITIES AND EQUITY | $ 1,343,111,743 | 100 |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount | % | Amount | % | |
| $ 2,323,689,447 | 100 | 1,450,755,659 | 100 | |
| 1,975,336,582 | 93 | 1,299,995,651 | 92 | |
| 149,332,464 | 7 | 101,700,000 | 0 | |
| 9,392,058 | - | 8,723,712 | 1 | |
| 14,375,362 | 1 | 11,551,231 | 1 | |
| 37,168,953 | 2 | 28,863,029 | 2 | |
| 60,936,353 | 3 | 49,137,972 | 0 | |
| 87,396,099 | 4 | 61,623,000 | 0 | |
| 6,907,231 | - | 9,742,639 | 1 | |
| 384,485 | - | 595,560 | - | |
| 9,439,110 | - | 8,534,693 | 1 | |
| (8,026,891) | - | (7,286,417) | (1) | |
| (27,030) | - | (29,862) | - | |
| 7,870,819 | - | 11,544,613 | 1 | |
| 95,272,928 | 4 | 73,166,649 | 5 | |
| 59,486,017 | 1 | 12,883,710 | 3 | |
| 73,786,311 | 3 | 60,282,931 | 0 | |
| (17,613) | - | 153,138 | - | |
| 1,308,650 | - | (1,125,127) | - | |
| 80 | - | - | - | |
| (3,524) | - | 28,125 | - | |
| 1,294,641 | - | (1,009,124) | - | |
| (8,685,328) | - | 9,445,921 | 1 | |
| 329 | - | 9,492 | - | |
| (23,921) | - | 49,261 | - | |
| (8,669,070) | - | 9,406,152 | 1 | |
| (7,374,437) | - | 8,406,029 | 1 | |
| $ 68,411,874 | 3 | 68,685,959 | 5 | |
| $ 74,987,700 | 3 | 59,701,797 | 4 | |
| 798,611 | - | 581,134 | - | |
| $ 75,786,311 | 3 | 60,282,931 | 4 | |
| $ 67,658,904 | 3 | 67,827,832 | 5 | |
| 733,570 | - | 561,127 | - | |
| $ 68,411,874 | 3 | 68,685,959 | 5 | |
| $ 10.40 | - | 10.40 | - | |
| $ 18.91 | - | 18.22 | - |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED BY CHINESE)
QUANTA COMPUTER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
Balance as of January 1, 2024
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
- Legal reserve appropriated
- Cash dividends of ordinary share
- Revenue of special reserve
Other changes in capital surplus:
- Changes in equity of subsidiaries and associates accounted for using equity method
- Some of automobile bonds
- Adjustments of capital surplus for company's cash dividends received by subsidiaries
- Difference between consideration and carrying amount of subsidiaries acquired or disposed
- Changes in non-controlling interests
Disposal of investments in equity instruments measured at fair value through other comprehensive income
Balance at December 31, 2024
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of retained earnings:
- Legal reserve appropriated
- Revenue of special reserve
- Cash dividends of ordinary share
- Other changes in capital surplus:
- Changes in equity of subsidiaries and associates accounted for using equity method
- Some of automobile bonds
- Adjustments of capital surplus for company's cash dividends received by subsidiaries
- Disposed of investments accounted for using equity method
- Difference between consideration and carrying amount of subsidiaries acquired or disposed
- Changes in non-controlling interests
Disposal of investments in equity instruments measured at fair value through other comprehensive income
Balance at December 31, 2022
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total Equity Attributable to Owners of Parent | Non-Controlling Interests | Total Equity |
|---|---|---|---|---|---|---|---|
| Local Reserve | Special Reserve | Unappropriated Retained Earnings | Exchange Difference on Translation of Foreign Financial Statements | Unrealized Gains (Losses) from Financial Assets Measured at Fair Value Through Other Comprehensive Income | (311,000) | (311,000) | |
| 9 | 18,626,274 | $3,581,831 | $1,711,865 | $5,033,050 | 1,433,783 | (7,480,210) | (311,000) |
| - | - | - | - | 59,701,797 | - | - | - |
| - | - | - | - | 116,279 | 9,158,080 | (1,186,324) | - |
| - | - | - | - | 59,818,070 | 9,158,080 | (1,186,324) | - |
| - | - | 3,081,566 | - | (3,081,566) | - | - | - |
| - | - | - | - | (34,765,647) | - | - | - |
| - | - | - | (558,400) | 558,400 | - | - | - |
| - | 6,201 | - | - | - | - | - | - |
| - | 2,087,823 | - | - | - | - | - | - |
| - | 72,980 | - | - | - | - | - | - |
| - | 45,693 | - | - | - | - | - | - |
| - | - | - | - | - | - | - | - |
| - | - | - | - | (11,333) | - | (1,113) | - |
| - | 38,626,274 | 17,509,326 | 47,605,259 | 1,783,456 | 111,058,955 | 14,885,863 | (6,646,246) |
| - | - | - | - | 74,987,700 | - | - | - |
| - | - | - | - | (13,846) | (8,590,030) | 1,281,080 | - |
| - | - | - | - | 74,973,834 | (8,590,030) | 1,281,080 | - |
| - | - | 5,080,676 | - | (5,080,676) | - | - | - |
| - | - | - | (1,783,456) | 1,783,456 | - | - | - |
| - | - | - | - | (50,234,156) | - | - | - |
| - | 1,686 | - | - | - | - | - | - |
| - | 25 | - | - | - | - | - | - |
| - | 2,746,462 | - | - | - | - | - | - |
| - | 105,415 | - | - | - | - | - | - |
| - | - | - | - | 136 | - | (136) | - |
| - | 36,543 | - | - | - | - | - | - |
| - | 952,351 | - | - | (11) | 79 | (62) | - |
| - | - | - | - | - | - | - | - |
| - | - | - | - | 116,846 | - | (116,846) | - |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit before tax | $ 95,272,928 | 73,166,649 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 11,090,672 | 10,111,330 |
| Amortization expenses | 1,350,508 | 1,567,146 |
| Expected credit losses (gains) | 4,293 | (120,703) |
| Net gains on financial assets or liabilities at fair value through profit or loss | (463,581) | (298,851) |
| Interest expenses | 8,826,891 | 7,288,417 |
| Net gains on disposal of financial assets measured at amortized cost | (623) | - |
| Interest income | (6,907,231) | (9,742,639) |
| Dividend income | (384,405) | (595,160) |
| Share-based payments | 15,358 | 2,692 |
| Shares of loss of associates accounted for using equity method | 27,036 | 39,462 |
| Losses on disposal of property, plant and equipment | 463,901 | 286,863 |
| Property, plant and equipment transferred to expense | 3,385 | 1,915 |
| (Gains) losses on disposal of investments accounted for using equity method | (214,482) | 99,778 |
| (Reversal of) impairment losses on non-financial assets | (5,829) | 35,641 |
| (Gains) losses on lease modification | (294) | 251 |
| Total adjustments to reconcile profit | 13,805,599 | 8,676,142 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Financial assets at fair value through profit or loss, mandatorily measured at fair value | (1,699,737) | 445,811 |
| Accounts receivable | (123,722,653) | (111,102,157) |
| Other receivables | 370,823 | (148,992) |
| Inventories | (251,092,641) | (138,075,762) |
| Other current assets | (14,309,610) | 459,878 |
| Other financial assets | (25,005) | (84) |
| Total changes in operating assets | (390,478,823) | (248,421,306) |
| Changes in operating liabilities: | ||
| Contract liabilities | 17,556,790 | 8,824,362 |
| Accounts payable | 252,498,940 | 114,346,452 |
| Other payables | 6,612,993 | 3,322,274 |
| Provisions | 1,473,143 | 9,407 |
| Other financial liabilities | 8,243,727 | 5,181,016 |
| Other current liabilities | 36,412 | 1,964,674 |
| Net defined benefit liabilities | (16,494) | 9,728 |
| Other non-current liabilities | (1,354) | - |
| Total changes in operating liabilities | 286,404,157 | 133,657,913 |
| Total changes in operating assets and liabilities | (104,074,666) | (114,763,393) |
| Total adjustments | (90,269,067) | (106,087,251) |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS OBSERVALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash inflow (outflow) generated from operations: | 5,803,861 | (32,920,602) |
| Interest received | 6,801,084 | 10,492,757 |
| Dividends received | 384,405 | 595,160 |
| Interest paid | (7,618,619) | (7,650,859) |
| Income taxes paid | (14,935,692) | (10,032,372) |
| Net cash flows used in operating activities | (10,364,961) | (39,515,916) |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (3,417,855) | (1,114,933) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 218,400 | 23,814 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 4,109 | - |
| Acquisition of financial assets measured at amortized cost | (1,611,415) | (1,147,844) |
| Proceeds from disposal of financial assets at amortized cost | 139,072 | - |
| Proceeds from disposal of financial assets at fair value through profit or loss | 13,765,575 | 2,919,798 |
| Acquisition of investments accounted for using equity method | - | (114,600) |
| Proceeds from disposal of subsidiaries | 166,600 | 179,508 |
| Proceeds from capital reduction of investments accounted for using equity method | - | 25,963 |
| Acquisition of property, plant and equipment | (14,757,328) | (13,132,368) |
| Proceeds from disposal of property, plant and equipment | 430,283 | 827,923 |
| Acquisition of intangible assets | (417,246) | (370,971) |
| (Increase) decrease in other financial assets | (1,339,556) | 693,018 |
| Increase in other non-current assets | (1,518,186) | (1,079,772) |
| Net cash flows used in investing activities | (8,337,547) | (12,290,464) |
| Cash flows from financing activities: | ||
| Increase (decrease) in short-term borrowings | 84,166,233 | (3,117,426) |
| Proceeds from issuing bonds | 30,105,366 | 31,909,213 |
| Proceeds from long-term borrowings | 22,836,745 | 83,015,273 |
| Repayments of long-term borrowings | (50,579,700) | (46,118,366) |
| Payments of lease liabilities | (1,541,737) | (1,398,270) |
| Increase in other financial liabilities | - | 9,052 |
| Decrease in other non-current liabilities | (15,611) | (28,989) |
| Cash dividends paid | (50,214,156) | (34,763,647) |
| Changes in non-controlling interests | 4,306,714 | (589,741) |
| Other financing activities | 51 | 36 |
| Net cash flows from financing activities | 38,763,905 | 28,917,135 |
| Effect of exchange rate changes on cash and cash equivalents | (5,743,682) | 9,647,343 |
| Net decrease in cash and cash equivalents | 14,317,715 | (13,241,902) |
| Cash and cash equivalents at the beginning of period | 163,992,166 | 177,234,068 |
| Cash and cash equivalents at the end of period | $ 178,309,881 | 163,992,166 |
See accompanying notes to financial statements.
KPMG
当快速来昂今季引申事务所
KPMG
台北市110615倍義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Quanta Computer Inc.:
Opinion
We have audited the financial statements of Quanta Computer Inc. (“the Company”), which comprise the statements of financial position as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue Recognition
For accounting policies of revenue recognition, please refer to Note (4)(n) on revenue recognition in the parent Company only financial statement; for the explanation of recognition, please refer to Note (6)(s) in the parent Company only financial statement.
Description of the key audit matter:
The Company engages primarily in the manufacturing, processing, and sales of laptop computers and cloud-computing server related products. Varying transaction terms will cause different timing for control of products' being transferred. Therefore, the timing for revenue recognition has been identified as a key audit matter.
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KPMG
How the matter was addressed in our audit:
In relation to the key audit matter above, our key audit procedures include understanding the Company’s main sources of revenues, contract provisions, and transaction terms to evaluate the adequacy of the timing of revenue recognition; testing the control methods for the procedures related to the shipment operation and revenue recognition under the internal control of the Company; selecting the shipments of the Company in the period around the balance sheet date and checking the certificates and forms to confirm whether the sales revenue is recognized in the appropriate period in the financial statements.
- Allowance for Inventory Valuation and Obsolescence Losses
Please refer to Note (4)(g), Note (5), and Note (6)(f) for accounting policies, accounting assumptions and estimation uncertainty, and related disclosure information for inventory, respectively.
Description of the key audit matter:
Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, the advance of new electronic products may significantly change consumer demands, which leads to product obsolescence that may result in the cost of inventory to be higher than the net realizable value, and the net realizable value relates to the management judgement. Consequently, the valuation of inventories has been identified as a key audit matter.
How the matter was addressed in our audit:
In relation to the key audit matter above, our key audit procedures include understanding the Company’s inventory write-down policy, evaluating the reasonableness of the methods and assumptions used for inventory write-downs, obtaining detailed calculations of inventory write-downs and verifying their consistency with accounting records, re-evaluating the write-downs according to the Company’s policy, reviewing the calculation logic of the inventory aging report and verifying its accuracy, understanding the sales prices used by management for inventory valuation, and sampling relevant transaction documents to assess the reasonableness of the net realizable value of inventory.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
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KPMG
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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KPMG
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wu, Tsao-Jen and Lien, Shu-Ling.
KPMG
Taipei, Taiwan (Republic of China)
February 26, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
~ 22 ~
(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC.
STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| ASSETS | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (Notes (4) and (6)(a)) | $ 31,201,457 | 3 | 64,390,081 | 9 |
| 1110 | Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) | 12,836,250 | 1 | 26,625,485 | 4 |
| 1120 | Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(c)) | 4,350,517 | - | 5,202,863 | - |
| 1170 | Accounts receivable, net (Notes (4) and (6)(d)) | 239,076,051 | 23 | 215,459,172 | 31 |
| 1180 | Accounts receivable due from related parties, net (Notes (4), (6)(d) and (7)) | 408,030,404 | 40 | 131,712,501 | 19 |
| 1200 | Other receivables, net (Notes (4) and (6)(e)) | 227,078 | - | 285,497 | - |
| 1210 | Other receivables due from related parties, net (Notes (4), (6)(e) and (7)) | 3,560,560 | - | 2,964,587 | - |
| 1310 | Inventories (Notes (4) and (6)(f)) | 123,133,214 | 12 | 60,588,305 | 9 |
| 1479 | Other current assets, others | 1,416,099 | - | 888,178 | - |
| 823,831,630 | 79 | 508,114,669 | 72 | ||
| Non-current assets: | |||||
| 1510 | Non-current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) | 2,431,163 | - | 1,266,551 | - |
| 1517 | Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(c)) | 7,816,942 | 1 | 2,850,463 | - |
| 1550 | Investments accounted for using equity method (Notes (4) and (6)(g)) | 95,511,132 | 9 | 87,472,050 | 12 |
| 1600 | Property, plant and equipment (Notes (4) and (6)(h)) | 19,382,769 | 2 | 18,990,606 | 3 |
| 1755 | Right-of-use assets (Notes (4) and (6)(i)) | 197,135 | - | 195,088 | - |
| 1780 | Intangible assets (Notes (4) and (6)(j)) | 206,859 | - | 105,006 | - |
| 1840 | Deferred tax assets (Notes (4) and (6)(g)) | 10,333,697 | 1 | 6,910,363 | 1 |
| 1942 | Long-term receivable due from related parties (Notes (4), (6)(e) and (7)) | 75,577,679 | 8 | 78,627,107 | 12 |
| 1980 | Other non-current financial assets (Note (8)) | 739,718 | - | 465,119 | - |
| 1995 | Other non-current assets, others | 3,362 | - | 4,299 | - |
| 212,400,456 | 21 | 196,884,652 | 28 | ||
| TOTAL ASSETS | $ 1,036,232,086 | 100 | 704,999,321 | 100 | |
| LIABILITIES AND EQUITY | December 31, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- | --- |
| Amount | % | Amount | % | ||
| Current liabilities: | |||||
| 2100 | Short-term borrowings (Notes (4) and (6)(k)) | $ 195,875,749 | 19 | 107,875,065 | 15 |
| 2130 | Current contract liabilities (Notes (4), (6)(s) and (7)) | 104,691,202 | 10 | 87,523,712 | 12 |
| 2170 | Accounts payable | 169,219,783 | 16 | 77,445,109 | 11 |
| 2180 | Accounts payable to related parties (Note (7)) | 124,365,539 | 12 | 63,208,877 | 9 |
| 2219 | Other payables (Note (7)) | 84,881,312 | 8 | 66,083,531 | 10 |
| 2230 | Current tax liabilities | 16,886,740 | 2 | 9,607,098 | 1 |
| 2280 | Current lease liabilities (Notes (4) and (6)(n)) | 114,184 | - | 92,789 | - |
| 2305 | Other current financial liabilities | 22,383,013 | 2 | 14,169,002 | 2 |
| 2320 | Long-term liabilities, current portion (Note (6)(l)) | 888,350 | - | 6,736,117 | - |
| 2365 | Current refund liabilities | 5,656,736 | 1 | 5,666,991 | 1 |
| 2399 | Other current liabilities, others | 761,603 | - | 908,391 | - |
| 725,724,211 | 70 | 439,316,682 | 62 | ||
| Non-Current liabilities: | |||||
| 2500 | Non-current financial liabilities at fair value through profit or loss (Notes (4), (6)(h) and (6)(m)) | 710,899 | - | 371,838 | - |
| 2530 | Bonds payable (Notes (4) and (6)(m)) | 56,578,932 | 5 | 28,784,239 | 4 |
| 2540 | Long-term borrowings (Note (6)(l)) | - | - | 5,806,100 | 1 |
| 2570 | Deferred tax liabilities (Notes (4) and (6)(p)) | 9,390,992 | 1 | 8,151,411 | 1 |
| 2580 | Non-current lease liabilities (Notes (4) and (6)(n)) | 85,111 | - | 101,888 | - |
| 2640 | Net defined benefit liability, non-current (Notes (4) and (6)(o)) | 129,289 | - | 136,560 | - |
| 2650 | Credit balance of investments accounted for using equity method (Notes (4) and (6)(e)) | - | - | 6,719 | - |
| 2670 | Other non-current liabilities, others | 35,623 | - | 38,091 | - |
| 66,930,846 | 6 | 43,396,846 | 6 | ||
| Total liabilities | 792,655,057 | 76 | 482,713,528 | 68 | |
| Equity (Note (6)(q)): | |||||
| 3100 | Share capital | 38,626,274 | 4 | 38,626,274 | 5 |
| 3200 | Capital surplus | 21,155,830 | 2 | 17,309,328 | 3 |
| 3300 | Retained earnings | 185,322,339 | 18 | 160,445,670 | 23 |
| 3400 | Other equity | (1,194,320) | - | 6,237,615 | 1 |
| 3500 | Treasury shares | (333,094) | - | (333,094) | - |
| Total equity | 243,577,029 | 24 | 222,285,793 | 32 | |
| TOTAL LIABILITIES AND EQUITY | $ 1,036,232,086 | 100 | 704,999,321 | 100 |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| 4800 | Operating revenue (Notes (ii)(a) and (7)) | $ 1,692,849,026 | 100 | 1,217,134,739 | 100 |
| 5800 | Operating costs (Note (ii)(f)) | 1,552,657,153 | 92 | 1,118,951,412 | 92 |
| Gross profit from operations | 140,191,873 | 8 | 98,183,327 | 8 | |
| 5910 | Less: Unrealized profit from sales | 15,188,231 | - | 7,051,316 | 1 |
| 5920 | Add: Realized profit from sales | 7,051,316 | - | 1,028,847 | - |
| 132,054,058 | 5 | 92,160,858 | 7 | ||
| Operating expenses: | |||||
| 6100 | Selling expenses | 12,880,246 | 1 | 8,740,507 | 1 |
| 6200 | General and administrative expenses | 6,431,004 | - | 5,665,890 | - |
| 6300 | Research and development expenses | 32,422,497 | 2 | 24,267,649 | 2 |
| 51,733,747 | 3 | 38,674,046 | 3 | ||
| Net operating income | 80,321,211 | 5 | 53,486,812 | 4 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Notes (ii)(a) and (7)) | 1,389,697 | - | 1,480,176 | - |
| 7810 | Other income (Note (ii)(c)) | 241,345 | - | 480,747 | - |
| 7820 | Other gains and losses, net (Notes (ii)(c) and (7)) | 9,956,906 | 1 | 7,335,835 | 1 |
| 7850 | Financial costs (Note (ii)(c)) | (5,964,376) | - | (4,616,298) | - |
| 7860 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method (Note (ii)(g)) | 6,141,674 | - | 12,852,781 | 1 |
| 11,825,356 | 1 | 17,453,241 | 2 | ||
| 7900 | Profit before tax | 92,146,547 | 6 | 70,940,053 | 6 |
| 7950 | Less: Tax expenses (Note (ii)(g)) | 17,158,847 | 1 | 11,238,256 | 1 |
| Profit | 74,987,700 | 5 | 59,781,797 | 5 | |
| Other comprehensive income (loss): | |||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Gains (losses) on remeasurement of defined benefit plans | (17,230) | - | 140,634 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 1,188,495 | - | (1,040,846) | - |
| 8330 | Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income (loss) that will not be reclassified to profit or loss (Note (ii)(g)) | 92,523 | - | (143,706) | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (3,446) | - | 28,127 | - |
| Total components of other comprehensive income (loss) that will not be reclassified to profit or loss | 1,267,234 | - | (1,072,045) | - | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (8,561,897) | (1) | 9,102,981 | 1 |
| 8380 | Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income (loss) that will be reclassified to profit and loss (Note (ii)(g)) | (33,937) | - | 96,083 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 196 | - | 984 | - |
| Total components of other comprehensive (loss) income that will be reclassified to profit or loss | (8,596,030) | (1) | 9,198,080 | 1 | |
| 8500 | Total comprehensive income | (7,328,796) | (1) | 8,126,035 | 1 |
| Earnings per share (Note (ii)(c)) | |||||
| 9750 | Basic earnings per share (NT dollars) | $ 19.45 | $ 15.49 | ||
| 9850 | Diluted earnings per share (NT dollars) | $ 18.94 | $ 15.22 |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| Share Capital | Retained Earnings | Other Equity | Treasury Shares | Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Retained Earnings | Exchange Difference: on Translation of Foreign Financial Statements | Unrealized Gains (Losses) from Financial Asset: Measured at Fair Value Through Other Comprehensive Income | |||
| $ 38,626,274 | 14,294,831 | 43,621,693 | 2,121,865 | 89,658,998 | 5,685,783 | (7,469,239) | (333,094) | 186,207,111 | |
| Profit | - | - | - | 59,701,797 | - | - | - | 59,701,797 | |
| Other comprehensive income (loss) | - | - | - | 116,279 | 9,198,080 | (1,188,324) | - | 8,126,035 | |
| Total comprehensive income (loss) | - | - | - | 59,818,076 | 9,198,080 | (1,188,324) | - | 67,827,832 | |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve appropriated | - | 3,981,566 | - | (3,981,566) | - | - | - | - | |
| Reversal of special reserve | - | - | (338,409) | 338,409 | - | - | - | - | |
| Cash dividends of ordinary share | - | - | - | (34,763,647) | - | - | - | (34,763,647) | |
| Other changes in capital surplus: | |||||||||
| Changes in equity of subsidiaries and associates accounted for using equity method | 8,201 | - | - | - | - | - | - | 8,201 | |
| Issue of convertible bonds | 2,887,623 | - | - | - | - | - | - | 2,887,623 | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | 72,980 | - | - | - | - | - | - | 72,980 | |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | 45,693 | - | - | - | - | - | - | 45,693 | |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | - | - | (11,315) | - | 11,315 | - | - | |
| Balance as of December 31, 2024 | 38,626,274 | 17,309,328 | 47,603,259 | 1,783,456 | 111,058,955 | 14,883,863 | (8,646,248) | (333,094) | 222,285,793 |
| Profit | - | - | - | 74,987,700 | - | - | - | 74,987,700 | |
| Other comprehensive income (loss) | - | - | - | (13,846) | (8,596,030) | 1,281,080 | - | (7,328,796) | |
| Total comprehensive income (loss) | - | - | - | 74,973,854 | (8,596,030) | 1,281,080 | - | 67,658,904 | |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve appropriated | - | 5,980,676 | - | (5,980,676) | - | - | - | - | |
| Reversal of special reserve | - | - | (1,783,456) | 1,783,456 | - | - | - | - | |
| Cash dividends of ordinary share | - | - | - | (50,214,156) | - | - | - | (50,214,156) | |
| Other changes in capital surplus: | |||||||||
| Changes in equity of subsidiaries and associates accounted for using equity method | 3,686 | - | - | - | - | - | - | 3,686 | |
| Changes in other capital surplus | 25 | - | - | - | - | - | - | 25 | |
| Issue of convertible bonds | 2,748,482 | - | - | - | - | - | - | 2,748,482 | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | 105,415 | - | - | - | - | - | - | 105,415 | |
| Disposal of subsidiaries or investments accounted for using equity method | - | - | - | 136 | - | (136) | - | - | |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | 36,543 | - | - | - | - | - | - | 36,543 | |
| Changes in ownership interests in subsidiaries | 952,351 | - | - | (11) | 79 | (82) | - | 952,337 | |
| Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | - | - | 116,846 | - | (116,846) | - | - | |
| Balance as of December 31, 2025 | $ 38,626,274 | 21,166,830 | 63,683,936 | - | 131,738,484 | 6,287,912 | (7,482,232) | (333,094) | 243,677,028 |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS-ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit before tax | $ 92,146,547 | 70,940,053 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expense | 2,462,626 | 2,413,482 |
| Amortization expense | 100,626 | 65,930 |
| Expected credit gains | (34,572) | (212,876) |
| Net gains on financial assets or liabilities at fair value through profit or loss | (580,375) | (116,101) |
| Interest expense | 5,904,376 | 4,616,298 |
| Interest income | (1,389,697) | (1,400,176) |
| Dividend income | (241,345) | (480,747) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (6,141,674) | (12,852,781) |
| Gains on disposal of property, plant and equipment | (33,306) | (59,923) |
| Property, plant and equipment transferred to expenses | (210) | (25) |
| (Gains) losses on disposal of investments accounted for using equity method | (214,482) | 2,802 |
| Reversal of impairment losses on non-financial assets | (5,829) | (1,470) |
| Unrealized (realized) loss from sales | 8,136,915 | 6,022,469 |
| Other adjustments | (6) | - |
| Total adjustments to reconcile profit | 7,963,047 | (2,003,118) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Accounts receivable | (299,901,837) | (129,835,419) |
| Other receivables | 52,081 | (121,582) |
| Other receivables due from related parties | (595,973) | 20,346,286 |
| Inventories | (62,544,909) | (19,842,929) |
| Other current assets | (527,921) | 466,641 |
| Total changes in operating assets | (363,518,559) | (128,987,003) |
| Changes in operating liabilities: | ||
| Contract liabilities | 17,167,490 | 8,958,013 |
| Accounts payable | 152,931,336 | 91,536,281 |
| Other payables | 18,192,093 | 14,830,536 |
| Other financial liabilities | 8,214,011 | 5,204,534 |
| Other current liabilities | (157,043) | 1,813,834 |
| Net defined benefit liabilities | (24,501) | (18,959) |
| Total changes in operating liabilities | 196,323,386 | 122,324,239 |
| Total changes in operating assets and liabilities | (167,195,173) | (6,662,764) |
| Total adjustments | (159,232,126) | (8,665,882) |
| Cash (outflow) inflow generated from operations | (67,085,579) | 62,274,171 |
| Interest received | 1,397,662 | 1,396,321 |
| Dividends received | 734,972 | 5,307,030 |
| Interest paid | (4,564,088) | (4,564,751) |
| Income taxes paid | (12,059,708) | (7,164,108) |
| Net cash flows (used in) from operating activities | (81,576,741) | 57,248,663 |
See accompanying notes to financial statements.
(ENGLISH TRANSLATION OF FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)
QUANTA COMPUTER INC.
STATEMENTS OF CASH FLOWS (CONT' D)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
| For the Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (3,148,145) | (967,650) |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 218,400 | - |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 4,109 | - |
| Proceeds from disposal of financial assets at fair value through profit or loss | 13,571,303 | 3,156,616 |
| Acquisition of investments accounted for using equity method | (13,776,703) | (8,267,872) |
| Proceeds from capital reduction of investments accounted for using equity method | - | 12,993 |
| Acquisition of property, plant and equipment | (2,884,118) | (1,403,590) |
| Proceeds from disposal of property, plant and equipment | 64,419 | 219,332 |
| Increase in other receivables due from related parties | (1,309,453) | (18,659,858) |
| Acquisition of intangible assets | (200,090) | (59,777) |
| (Increase) decrease in other financial assets | (274,599) | 6,577 |
| Increase in other non-current assets | (1,453) | (3,113) |
| Net cash flows used in investing activities | (7,736,330) | (25,966,342) |
| Cash flows from financing activities: | ||
| Increase in short-term borrowings | 87,726,232 | 6,750,190 |
| Proceeds from issuing bonds | 30,105,366 | 31,909,213 |
| Proceeds from long-term borrowings | 22,479,590 | 54,109,998 |
| Repayments of long-term borrowings | (34,107,957) | (46,118,366) |
| Payments of lease liabilities | (111,136) | (108,688) |
| (Decrease) increase in other non-current liabilities | (2,468) | 4,087 |
| Cash dividends paid | (50,214,156) | (34,763,647) |
| Other financing activities | 25 | - |
| Net cash flows from financing activities | 55,875,496 | 11,782,787 |
| Effect of exchange rate changes on cash and cash equivalents | 248,951 | 3,231,431 |
| Net (decrease) increase in cash and cash equivalents | (33,188,624) | 46,296,539 |
| Cash and cash equivalents at the beginning of period | 64,390,081 | 18,093,542 |
| Cash and cash equivalents at the end of period | $ 31,201,457 | 64,390,081 |
See accompanying notes to financial statements.
Attachment II. Business Report
Business Report
FY2025 was a year of deep cultivation and bountiful harvest for Quanta. Amid the sweeping wave of AI technology and geopolitical turbulence, we pursued excellence with strong ambition, continuously strengthened our fundamentals, and achieved record highs in both revenue and profit. FY2025 marks not only a milestone for Quanta, but also a pivotal watershed in the evolution of global politics, economics, and technological civilization. In the face of sweeping change, we must grasp emerging trends and apply rigorous discernment to understand the underlying logic. By keeping our eyes on the stars and respond swiftly, we can sail steadfastly toward the future.
Over the past year, the global economy has undergone structural realignment, with the supply chain shifting from an efficiency-driven model to a resilience-first approach. The new world order is being redefined, with technological strength emerging as the new currency and trust becoming the bond that unites allies. In the new competitive landscape, Quanta leverages our deep technological expertise and pivotal role as a supply chain collaboration hub to stay aligned with customers' strategic roadmaps, rapidly strengthens the expansion and deployment of our global manufacturing footprint, and further drive value creation through a resilient manufacturing network. Beyond innovation and quality, it is our speed and execution that sets Quanta apart in a fiercely competitive market, making us an irreplaceable partner in the global supply chain.
In response to geopolitical fragmentation, Quanta has built a resilient global manufacturing footprint, spanning from the advanced R&D and manufacturing hub in Taiwan to localized manufacturing and service sites across the Americas, Europe, and Asia, delivering efficient operations and high-quality manufacturing solutions to meet our customers' need to diversify risks. At the same time, we collaborate closely with our supply chain partners across both technology and production to jointly overcome the mass production bottlenecks involved in bringing new technologies to scale. Such collaboration not only mitigates single-point risks, but also enables Quanta to provide a high degree of flexibility and resilience. By doing so, Quanta becomes the trusted "stabilizer" that our customers can rely on in times of disruption. Through our diversified global footprint, we have successfully built a strong and resilient foundation capable of withstanding macroeconomic volatility.
Abstract of Quanta's performance in FY2025
In FY2025, revenue from AI servers doubled, driving the Company's consolidated revenue to another record high, surpassing the NT$2 trillion mark in a single leap to reach NT$2.12 trillion, up 50.5% from NT$1.41 trillion in the previous year. Total notebook shipment delivered in FY2025 was 46.5 million units, a modest increase of 1.3% from FY2024. The reported gross profit margin, operating profit margin, and net profit margin in FY2025 were 6.98%, 4.12%, and 3.53% respectively.
In FY2025, reported net profit attributable to owners of parent company was NT$74.99 billion, compared to NT$59.70 billion in the previous year, reflecting a year-over-year growth of 25.6%. EPS for FY2025 was NT$19.45 and the Board of Directors also resolved to distribute cash dividend of NT$15.6 per share, representing approximately 80% of dividend payout ratio. While revenue and profit have continued to reach new highs year after year, Quanta's Trailing Twelve-Month of Return on Equity (TTM ROE) has also remained steadily above 30% since the end of FY2024. Navigating in the highly competitive technology industry, we continue to invest in high-growth businesses and swiftly turn investments into tangible results through lean operations, and
long-term, steady returns to our shareholders.
Operational outlook
In the history of technological development, the initial adoption of new technologies often involves growing pains from organizational transformation and process re-engineering. However, once the initial frictions are resolved, companies will begin to reap the rewards from technology and enjoy exponential returns. In the next several years, AI will move from the core of cloud computing to edge, triggering a new wave of hardware upgrades and application transformation. To prepare for another year of rapid growth, Quanta is fully prepared with capacity for high-end AI servers running at full speed, and production expansion plans progressing in full swing. For the next-generation of AI application platforms, whether in end devices, edge servers, or car computing platforms, Quanta will continue to serve as the market's most critical enabler.
AI has already moved beyond the initial adoption stage and entered a phase of large-scale industrialization. AI is steadily evolving into "Reasoners" with the capability for reasoning and "Agents" with the capability for action. As the cost of AI models declines exponentially, intelligence will become as ubiquitous and affordable as electricity. The future will be defined by AI spilling over from the digital world into the physical world, ushering in the era of Physical AI, which lies at the heart of Quanta's "Smart X" strategy. We focus on delivering physical solutions equipped with a "silicon-based brain" to empower these industries, whether in Smart Medicine, Smart Manufacturing, or Smart Mobility.
Quanta is empowering the world's leading innovators and service providers to redefine human creativity and productivity on a global scale. We are the "world builders" in this wave of AI infrastructure development, building the highways and neural networks of this new technological universe. The productivity gains unleashed by generative AI represent a paradigm shift on a scale comparable to the Industrial Revolution. In the face of such transformation, Quanta chooses to focus on long-term commitment, unswayed by short-term market sentiment and focused on deepening the moat around our core competitiveness. Along the path of "Refining Computing and Advancing Civilization," we will keep moving forward with unwavering resolve to surpass ourselves.
As we pursue the acceleration of civilization through technology, Quanta has always remained committed to the principle of "harmonious collaboration between human and machine." Technology is a tool, and only when it is combined with humanistic values can innovation truly benefit society as a whole. The development of AI should not be limited to imitating human behavior, but it should be dedicated to expanding the boundaries of human capability and complementing human potential. Through smart machines, human productivity can be freed from repetitive work and redirected toward value creation that is more innovative, more meaningful, and more human. This reflects Quanta's fundamental belief in placing human at the center to achieve the core of our sustainability vision - "Benefiting Humanity Through Technological Innovation".
Looking into the future, whether in the transformation of economic structures or breakthroughs in technological advancement, everything will ultimately return to one fundamental truth: "People are the ultimate differentiator". As a responsible enterprise, Quanta remains committed to "human-centric technological innovation," pursuing economic achievement while putting sustainable development into practice. The script of humanity's future will not be generated by AI, but it will be authored by our collective choices.
Quanta will continue to be a poised artisan and daring visionary, drawing on innovation, speed, and deep commitment to create long-term value for shareholders. We will continue to help customers build the infrastructure of the future at the intersection of technology and
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humanity, and contribute to the acceleration of human civilization.
Chairman: Barry Lam
Vice Chairman & President: C.C. Leung
Chief Financial Officer: Elton Yang
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Attachment III. Audit Committee's Review Report
Quanta Computer Inc.
Audit Committees' Review Report
February 26, 2026
The Board of Directors has compiled the Company's FY2025 business report, financial statements and proposal for allocation of distributable earnings. FY2025 financial statements have been audited and certified by KPMG. The business report, financial statements and allocation of distributable earnings proposal have been reviewed by the Audit Committee, approved by the Board of Directors. We, the Audit Committee, have duly examined the same as correct and accurate. We hereby report to the 2026 Annual General Meeting of Shareholders for acknowledgement in accordance with Article 14-4 of the Securities and Exchange Act as well as Article 219 of the Company Act.
Quanta Computer Inc.
Chairman of the Audit Committee:
Hung Ching Lee (李弘錦)
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Supplemental Materials
Supplement I. Rules and Procedures of Shareholders' Meeting
RULES AND PROCEDURES OF SHAREHOLDERS' MEETING FOR QUANTA COMPUTER INC.
The fourth amendment was made on June 22nd, 2012
Article 1
Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
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.
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.
Article 4
The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
Article 5
The chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. In case the chairman of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the chairman of the Board of Directors shall designate one of the directors to act on behalf of the chairman. If the chairman does not make such designation, the directors shall elect from and among themselves an acting chairman of the Board of Directors.
If the Meeting is convened by the person other than the Board of Directors who is permitted to convene such Meeting, such person shall be the chairman presiding at the Meeting. When there are two or more such persons, such persons shall elect from and among themselves an acting chairman of the Board of Directors.
Article 6
The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
Article 7
The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.
Article 8
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Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law.
Article 9
The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda. The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.
However, in the event that the chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
Article 9-1
Shareholders holding over one percent (1%) or more of the total number of issued shares may submit a written proposal to the Company for discussion at the Meeting.
The Company shall announce the place and period of proposal acceptance for a minimum of ten (10) days prior to the final date of book closure ending day before the Meeting is held.
Shareholder proposals not conflicting with any one of the followings upon reviewed by the Board of Directors shall be included in the Meeting agenda:
Proposals that cannot be resolved by the Meeting.
The number of shares held by the shareholder making the proposal is less than one percent (1%) of the total number of issued shares on the final date of book closure.
A proposal is made after the proposal acceptance period.
A proposal made by shareholders contains more than one matters or 300 words (including punctuations), or a proposal is not submitted in written format.
The Company shall inform shareholders submitting proposals on the screening results before the date of delivering Meeting notice. For proposals not included in the agenda of the Meeting, the Board of Directors shall specify the cause of exclusion of such proposals and explanation shall be made in the Meeting handbook. The rejected proposals are not separately included in meeting agenda or meeting minutes.
For proposals included in the meeting agenda, the chairman may integrate proposals with similar
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nature into one proposal and handle the proposal in accordance with paragraph 2 of Article 18.
Article 10
When a shareholder presents at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.
Article 11
Shareholders attending the Meeting may raise questions on the proposals listed in the agenda only after the chairman or the designated personnel has completed the presentation. For each discussion item, each shareholder shall speak two times only, each time not exceeding five minutes. One time extension of three minutes may be permitted with the chairman's permission.
The second section of preceding paragraph shall apply mutatis mutandis to govern length and number of speeches for the adoption and discussion of each proposal, discussion and special motion item.
The second section of paragraph 1 shall apply mutatis mutandis to govern length and number of enquiries and opinion expressions for the discussion of special motion.
In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
Article 12
Any legal entity designated as proxy by shareholder(s) to present at the Meeting may appoint only one representative to attend the Meeting. If two or more representatives are designated to attend the Meeting, only one representative can speak for each discussion item.
Article 13
After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.
Article 14
The chairman may, if deems it appropriate, announce to end the discussion of any resolution and go into voting.
Article 15
The chairman shall designate two persons to check the ballots and several persons to record the ballots during a vote by casting ballots. The persons checking the ballots shall be a shareholder. The result of voting shall be announced at the Meeting and records shall be maintained.
Article 16
During the Meeting, the chairman may, at his discretion, set time for intermission.
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Article 17
Except otherwise provided in relevant regulations or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
The chairman shall determine the method to resolve a proposal, either by casting ballots or through solicitation. A resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots after solicitation by the chairman if any one of the followings occurs:
(1) No objection from any shareholder.
(2) The number of votes casted according to the provision of the preceding paragraph as casting ballots has reached the passing threshold stipulated by law or the Articles of Incorporation, despite objections raised by shareholders with voting rights.
For resolutions adopted according to details specified in subparagraph (2), the proportion of their shareholding weight shall be specified in the Meeting minutes, and the number of votes held by shareholders against such resolution shall also be recorded.
Article 18
Proposals or proposals for amending or replacing an existing resolution shall be made in writing by shareholders with voting rights. Except for special motions, such proposals shall be seconded by other shareholders with their signatures of consent. The minimum shares held by shareholder submitting the proposal and shareholders who second the proposal shall reach 0.02 percent of the total number of voting shares issued.
If there is amendment to or replacement of a discussion item, the chairman shall decide the sequence of voting for such discussion item. If any one of proposals has been adopted, the others shall be deemed vetoed and no further voting is necessary.
The chairman shall determine the priority of discussion and voting of all proposals submitted by shareholders during special motions. The chairman may combine proposals with similar nature into one proposal.
Article 19
The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.
Article 20
Except where the Company Law, the Securities and Exchange Act, other regulations, and the Company's Articles of Incorporation otherwise specified, matters not stipulated herein shall be subject to the chairman's decisions.
Article 21
These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
Supplement II. Articles of Incorporation
ARTICLES OF INCORPORATION
OF
QUANTA COMPUTER INC.
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
(29) 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.
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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 City. 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 Dollars (NT$46,000,000,000), divided into Four Billion and Six Hundred Million (4,600,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10). The Board of Directors is authorized to issue the unissued shares in installments, of which One Hundred Million (100,000,000) shares 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 the signatures or personal seals of the director representing the Company, 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 12-1
The means of convening the Company's general shareholders' meeting may include visual communication networks or other methods promulgated by the central competent authority.
In the event that the Company convenes general shareholders' meeting through visual communication networks, the Company shall comply with all prescriptions provided by the competent authority.
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.
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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.
SECTION IV.
DIRECTORS
Article 17
This Corporation will have five to nine (5-9) directors. The election of directors shall adopt candidates nomination system, and the shareholders shall elect among the nominees listed in the roster of directors candidates. The total number of shares of this Corporation held by directors shall be subject to the regulations set by the competent authority in charge of securities.
Article 17-1
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 shall be three (3) years. The directors are eligible for re-election after the expiry of their term of office. In the event that no new directors can be elected immediately after the expiration of a term of office, the current directors shall continue to perform their duties until the new directors are elected and assume their office.
Article 19
When the posts of one-third or more of the directors have been vacated, a special meeting of shareholders shall be convened to elect directors 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 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
In compliance with Securities and Exchange Act Article 14-4, the Company shall establish the Audit Committee, which shall be composed of the entire number of independent directors. The Committee shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
Scope of responsibilities and regulations for the Company’s Audit Committee shall be governed by Company Law and relevant regulations.
Article 23
The remuneration payable to directors 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 and management in accordance with business requirements.
SECTION V. MANAGER & STAFF
Article 25
This Corporation shall have one general manager whose appointment, discharge and remuneration shall be made in accordance with the Article 29 of the Company Law.
SECTION VI. EARNINGS DISTRIBUTION
Article 26
After the end of each fiscal year, the Board of Directors shall follow procedures governed by relevant regulations to submit the following 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.
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Article 27
When allocating profits for each fiscal year, this Corporation shall set aside no less than two percent (2%) of the profit as employees' bonus and the remuneration of directors shall be no more than 2%. However, the Company should set aside a portion of the profit to offset its accumulated losses first.
The remuneration of directors is distributed in cash, while employee bonuses may be distributed in the form of stocks or cash.
Qualification requirements of employees entitled to receive employee bonuses in the form of stocks or cash may include the employees of parent or subsidiaries of this Corporation, meeting certain specific requirements, employee bonus shall be no less than two percent (2%) of the actual amount of allocation, and shall be distributed to non-executive employees who meet the criteria set by the Board of Directors.
Article 27-1
When allocating net income after tax for each fiscal year, this Corporation shall first offset its accumulated losses and set aside 10% as legal reserve, until the accumulated legal capital reserve has equaled the total capital of the Corporation; Then set aside special capital reserve which could be appropriated in accordance with relevant laws and regulations or business operation needs, if necessary. Distribution plan of the remainder surplus, together with the undistributed surplus in the beginning of the year, shall be proposed by the Board of Directors and submitted to the shareholders meeting for their recognition.
The distributable earnings may be paid in the form of cash after a resolution has been adopted by a majority vote at a BoD meeting attended by 2/3 of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the general shareholder's meeting.
The allocation of net profits will be decided by the Corporation in the aspects of its financial, business and operation status. Distribution amount shall not be lower than 10% of the distributable surplus. 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.
In accordance with article 241 of the Company Act, the Company may pursuant to a resolution to be adopted by the general shareholders' meeting to distribute its legal reserve and capital surplus, in part or in whole, by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash. When distributing in the form of cash after a resolution has been adopted by a majority vote at a BoD meeting attended by 2/3 of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the general shareholder's meeting.
Article 27-2
In accordance with article 228-1 of the Company Act, the Company's surplus earnings distribution or loss off-setting proposal may be proposed at the close of each half fiscal year. Surplus earnings distributed in the form of cash shall be approved by a BoD meeting.
SECTION VII. SUPPLEMENTARY ARTICLES
Article 28
Any matters not provided for in these Articles of Incorporation shall be governed by the Company Law.
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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 1st amendment was made on December 10, 1988.
- The 2nd amendment was made on December 1, 1989.
- The 3rd amendment was made on September 8, 1990.
- The 4th amendment was made on September 26, 1990.
- The 5th amendment was made on June 1, 1991.
- The 6th amendment was made on May 30, 1992.
- The 7th amendment was made on May 22, 1993.
- The 8th amendment was made on May 21, 1994.
- The 9th amendment was made on November 26, 1994.
- The 10th amendment was made on May 27, 1995.
- The 11th amendment was made on June 8, 1996.
- The 12th amendment was made on June 14, 1997.
- The 13th amendment was made on April 18, 1998.
- The 14th amendment was made on April 28, 1999.
- The 15th amendment was made on May 3, 2000.
- The 16th amendment was made on June 20, 2001.
- The 17th amendment was made on June 3, 2002.
- The 18th amendment was made on June 9, 2003.
- The 19th amendment was made on June 15, 2004.
- The 20th amendment was made on June 13, 2005.
- The 21st amendment was made on June 14, 2006.
- The 22nd amendment was made on June 15, 2007.
- The 23rd amendment was made on June 13, 2008.
- The 24th amendment was made on June 19, 2009.
- The 25th amendment was made on June 18, 2010.
- The 26th amendment was made on June 22, 2012.
- The 27th amendment was made on June 24, 2013.
- The 28th amendment was made on June 18, 2015.
- The 29th amendment was made on June 24, 2016.
- The 30th amendment was made on June 17, 2022.
- The 31st amendment was made on June 13, 2025.
Supplement III. Shareholdings of Directors
Quanta Computer Inc.
Shareholdings of Directors as of March 31, 2026
| Position | Name | Elected Date | Shares Held at Previous Election | Current 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 | 2025.06.13 | 415,738,138 | 10.76% | 415,738,138 | 10.76% | |
| Vice-Chairman | C.C. Leung | 2025.06.13 | 82,645,736 | 2.14% | 82,645,736 | 2.14% | |
| Director | C.T. Huang | 2025.06.13 | 5,163,197 | 0.13% | 5,163,197 | 0.13% | Exclude other entitlement of 4,000,000 shares |
| Director | Elton Yang | 2025.06.13 | 16,504 | 0.00% | 16,504 | 0.00% | |
| Independent Director | Hung Ching Lee | 2025.06.13 | 0 | 0.00% | 0 | 0.00% | |
| Independent Director | Wan Wan Lin | 2025.06.13 | 3,000 | 0.00% | 3,000 | 0.00% | |
| Independent Director | Chi Chih Lu | 2025.06.13 | 0 | 0.00% | 0 | 0.00% | |
| Total | 503,566,575 | - | 503,566,575 |
Capital stock issued on June 13, 2025: 3,862,627,432 shares
Capital stock issued on March 31, 2026: 3,862,627,432 shares
Note 1: QCI's Directors are required to hold in the aggregate no less than 92,703,058 QCI shares.
QCI's Directors together held 503,563,575 QCI shares as of March 31, 2026.
Note 2: QCI has established Audit Committee, therefore supervisors required holding of QCI shares is not applicable.
Note 3: Independent Directors' shareholdings are not included in the required amount.