Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AGM Information 2014

Jun 23, 2014

52019_rns_2014-06-23_bc9e5a78-ea36-42cd-bdef-55e7b86feff2.pdf

AGM Information

Open in viewer

Opens in your device viewer

St ock Code: 2347

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION Handbook for the 2014 General Shareholders’ Meeting

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

Agenda of 2014 General Shareholders’ Meeting of Synnex Technology International Corporation

  • I. Time: 9am, June 11 , 2014 (Wednesday)

  • II. Location: Meeting Hall, Mingshen Community Center, 4F, No. 163-1, Section 5, Mingshen East Road, Taipei City

  • III. The start of the meeting is announced

  • IV. Chairman’s statement

  • V. Reported Matters

  • (I) Report on 2013 annual operation

  • (II) Supervisors’ report on audit of 2013 closing statements

  • VI. Approval Matters

  • (I) Approval of 2013 closing statements

  • (II) Approval of 2013 profit distribution proposal

  • VII. Discussion Matters

  • (I) Discussion about amendment to certain clauses of the Articles of Association of the Company

  • (II) Discussion about amendment to certain clauses of the Procedure for Endorsement and Guarantee of the Company

  • (III) Discussion about amendment to certain clauses of the Procedure for Fund Lending of the Company

  • (IV) Discussion about amendment to certain clauses of the Procedure for Acquisition or Disposal of Assets of the Company

  • (V) Discussion about amendments to certain clauses of the Procedure for Derivative Transaction of the Company

VIII. Motions

IX. Adjournment

Reported Matters

No. 1

Subject: The 2013 business report of the Company is submitted for review. Illustration: Please refer to Attachment 1 to this brochure.

No. 2

Subject: The 2013 supervisors’ report on audit of the Company’s 2013 closing statements is submitted for review.

Illustration: Please refer to Attachment 2 to this brochure.

Approval Matters

No. 1 (proposed by the Board of Directors)

Subject: The Company’s 2013 closing statements are submitted for approval. Illustration:

  • (I) The Company’s 2013 business report and financial statements have been approved by board resolution and submitted to the supervisors for audit. For relevant information, please refer to Attachments 1 and 3 to this brochure.

  • (II) Please approve.

Resolution:

No. 2 (proposed by the Board of Directors)

Subject: The Company’s 2013 profit distribution approval is submitted for approval. Illustration:

  • (I) The Company’s 2012 profit after tax is NT$5,273,995,034 . The profit distribution is proposed as follows (profit from this year will be distributed as 2013 profit in priority. If the amount is insufficient, undistributed profit since 1998 will be used for distribution):

2013 Profit Distribution Table

Unit: NT$

Unit: NT$
Item
(I) Carry-forward of undistributed profit from previous
period
Minus: Adjustment for first adoption of IFRS
Balance of undistributed profit after adjustment in
the beginning of the period
Plus: Adjustment for 2013 reserved earnings
Undistributed profit after adjustment
(II) Plus: Net profit after tax in current period
Minus: Provision of legal reserve
Special reserve
Balance distributable for current year
2,903,391,968
(524,739,193)
2,378,652,775
9,526,832
2,388,179,607
5,273,995,034
(527,399,503)
(295,146,529)
4,451,449,002
Distributable profit in this period
(III) Distribution in this period
Shareholder dividend in cash ($ 2.8 per share)
Total amount of distribution
(IV) Carry-forward of undistributed profit at the end of
the period into next year
6,839,628,609
(4,447,858,582)
(4,447,858,582)
2,391,770,027
Note:
Distribution of employee bonus (cash)
Remuneration to directors and supervisors
600,000
7,600,000
  • (II) Before the record date for distribution of dividend in cash, if the Company’s number of outstanding shares is impacted by share buy-back, treasury shares, transfer, assignment or cancellation of employee stock options or corporate bonds, resulting in any change of the rate of dividend distribution to shareholders, the Board of Directors is authorized to make necessary adjustments and has the full authority to handle related matters.

(III) Please approve.

Resolution:

Discussion Matters

No. 1 (proposed by the Board of Directors)

Subject: Amendments to certain clauses of the Company’s Articles of Association are submitted for approval.

Illustration:

  • (I) In accordance with the Company’s actual needs, it is proposed that Articles 2 and 41 of the Company’s Articles of Association be amended. For comparison table of amended clauses, please refer to Attachment 4 to this brochure.

  • (II) Please approve.

Resolution:

No. 2 (proposed by the Board of Directors)

Subject: Amendments to certain clauses of the Company’s Procedure for Endorsement and Guarantee are submitted for approval.

Illustration:

  • (I) It is proposed that certain clauses of the Company’s Procedure for Endorsement and Guarantee be amended in accordance with legislations and the Company’s actual operational needs. For comparison table of amended clauses, please refer to Attachment 5 to this brochure.

  • (II) Please approve.

Resolution:

No. 3 (proposed by the Board of Directors)

Subject: Amendments to certain clauses of the Company’s Procedure for Fund Lending are submitted for approval.

Illustration:

  • (I) It is proposed that certain clauses of the Company’s Procedure for Fund Lending be amended in accordance with legislations and the Company’s actual operational needs. For comparison table of amended clauses, please refer to Attachment 6 to this brochure.

  • (II) Please approve.

Resolution:

No. 4 (proposed by the Board of Directors)

Subject: Amendments to certain clauses of the Company’s Procedure for Acquisition and Disposal of Assets are submitted for approval. Illustration:

  • (I) It is proposed that certain clauses of the Company’s Procedure for Acquisition or Disposal of Assets be amended in accordance with letter from the Financial Supervisory Commission Jing-Guang-Zheng-Fa-Zhi No. 1020053073 dated 30 December 2013 and the Company’s actual operational needs. For comparison table of amended clauses, please refer to Attachment 7 as to this brochure.

  • (II) Please approve.

Resolution:

No. 5 (proposed by the Board of Directors)

Subject: Amendments to certain clauses of the Company’s Procedure for Derivative Transaction are submitted for approval.

Illustration:

  • (I) It is proposed that certain clauses of the Company’s Procedure for Derivative Transactions be amended in accordance with letter from the Financial Supervisory Commission Jing-Guang-Zheng-Fa-Zhi No. 1020053073 dated 30 December 2013 and the Company’s actual operational needs. For comparison table of amended clauses, please refer to Attachment 8 as to this brochure.

  • (II) Please approve.

Resolution:

Motions

Adjournment

Attachment 1

2013 Business Report (omitted)

Attachment 2

2013 Supervisors’ Report on Audit of the 2013 Closing Statements ( omitted))

1100
1110
1125
1150
1160
1170
1180
1200
1210
130X
1410
1470
11XX
1523
1543
1550
1600
1760
1780
1840
1900
15XX
1XXX
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
December 31, 2013
December 31, 2012
January 1, 2012
ASSETS
Notes
Amount
%
Amount
%
Amount
%
Current assets
Cash and cash equivalents
6(1)
$ 11,469,901
9
$ 12,994,012
11
$ 12,309,541
11
Financial assets at fair value throu
profit or loss - current
6(2)
109,036
-
113,157
-
126
-
Available-for-sale financial
assets - current
6(3)
1,823,764
2
1,817,727
2
1,697,909
2
Notes receivable - net
6(5)
5,486,421
5
5,322,363
5
5,458,575
5
Notes receivable - related parties
- net
7
-
-
11,058
-
17,930
-
Accounts receivable - net
6(6)
39,754,661
32
39,122,021
33
35,049,195
33
Accounts receivable - related
parties - net
7
121,117
-
51,007
-
82,079
-
Other receivables
9,049,054
7
6,278,531
5
4,477,557
4
Other receivables- related parties
7
12,197
-
9,369
-
24,666
-
Inventories
6(7)
32,591,311
26
28,557,253
24
26,523,693
25
Prepayments
1,672,968
1
3,392,083
3
3,042,165
3
Other current assets
40,694
-
-
-
-
-
Total current assets
102,131,124
82
97,668,581
83
88,683,436
83
Non-current assets
Available-for-sale financial
assets - noncurrent
6(3)
8,036
-
4,729
-
-
-
Financial assets measured at cost
- noncurrent
6(4)
1,863,586
2
1,956,299
2
2,020,503
2
Investments accounted for under
the equity method
6(8)
8,577,047
7
8,392,234
7
8,230,357
8
Property, plant and equipment
6(9)
5,847,671
5
4,714,787
4
5,231,178
5
Investment property, net
6(10)
1,569,244
1
1,344,286
1
433,461
-
Intangible assets
6(11)
407,761
-
406,528
-
309,897
-
Deferred income tax assets
6(29)
500,495
-
440,014
1
634,571
-
Other non-current assets
6(6)(12)
and 8
3,549,693
3
2,276,962
2
1,830,885
2
Total non-current assets
22,323,533
18
19,535,839
17
18,690,852
17
Total assets
$ 124,454,657
100
$ 117,204,420
100
$ 107,374,288
100
(Continued)
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
December 31, 2013
December 31, 2012
January 1, 2012
ASSETS
Notes
Amount
%
Amount
%
Amount
%
Current assets
Cash and cash equivalents
6(1)
$ 11,469,901
9
$ 12,994,012
11
$ 12,309,541
11
Financial assets at fair value throu
profit or loss - current
6(2)
109,036
-
113,157
-
126
-
Available-for-sale financial
assets - current
6(3)
1,823,764
2
1,817,727
2
1,697,909
2
Notes receivable - net
6(5)
5,486,421
5
5,322,363
5
5,458,575
5
Notes receivable - related parties
- net
7
-
-
11,058
-
17,930
-
Accounts receivable - net
6(6)
39,754,661
32
39,122,021
33
35,049,195
33
Accounts receivable - related
parties - net
7
121,117
-
51,007
-
82,079
-
Other receivables
9,049,054
7
6,278,531
5
4,477,557
4
Other receivables- related parties
7
12,197
-
9,369
-
24,666
-
Inventories
6(7)
32,591,311
26
28,557,253
24
26,523,693
25
Prepayments
1,672,968
1
3,392,083
3
3,042,165
3
Other current assets
40,694
-
-
-
-
-
Total current assets
102,131,124
82
97,668,581
83
88,683,436
83
Non-current assets
Available-for-sale financial
assets - noncurrent
6(3)
8,036
-
4,729
-
-
-
Financial assets measured at cost
- noncurrent
6(4)
1,863,586
2
1,956,299
2
2,020,503
2
Investments accounted for under
the equity method
6(8)
8,577,047
7
8,392,234
7
8,230,357
8
Property, plant and equipment
6(9)
5,847,671
5
4,714,787
4
5,231,178
5
Investment property, net
6(10)
1,569,244
1
1,344,286
1
433,461
-
Intangible assets
6(11)
407,761
-
406,528
-
309,897
-
Deferred income tax assets
6(29)
500,495
-
440,014
1
634,571
-
Other non-current assets
6(6)(12)
and 8
3,549,693
3
2,276,962
2
1,830,885
2
Total non-current assets
22,323,533
18
19,535,839
17
18,690,852
17
Total assets
$ 124,454,657
100
$ 117,204,420
100
$ 107,374,288
100
(Continued)
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
December 31, 2013
December 31, 2012
January 1, 2012
ASSETS
Notes
Amount
%
Amount
%
Amount
%
Current assets
Cash and cash equivalents
6(1)
$ 11,469,901
9
$ 12,994,012
11
$ 12,309,541
11
Financial assets at fair value throu
profit or loss - current
6(2)
109,036
-
113,157
-
126
-
Available-for-sale financial
assets - current
6(3)
1,823,764
2
1,817,727
2
1,697,909
2
Notes receivable - net
6(5)
5,486,421
5
5,322,363
5
5,458,575
5
Notes receivable - related parties
- net
7
-
-
11,058
-
17,930
-
Accounts receivable - net
6(6)
39,754,661
32
39,122,021
33
35,049,195
33
Accounts receivable - related
parties - net
7
121,117
-
51,007
-
82,079
-
Other receivables
9,049,054
7
6,278,531
5
4,477,557
4
Other receivables- related parties
7
12,197
-
9,369
-
24,666
-
Inventories
6(7)
32,591,311
26
28,557,253
24
26,523,693
25
Prepayments
1,672,968
1
3,392,083
3
3,042,165
3
Other current assets
40,694
-
-
-
-
-
Total current assets
102,131,124
82
97,668,581
83
88,683,436
83
Non-current assets
Available-for-sale financial
assets - noncurrent
6(3)
8,036
-
4,729
-
-
-
Financial assets measured at cost
- noncurrent
6(4)
1,863,586
2
1,956,299
2
2,020,503
2
Investments accounted for under
the equity method
6(8)
8,577,047
7
8,392,234
7
8,230,357
8
Property, plant and equipment
6(9)
5,847,671
5
4,714,787
4
5,231,178
5
Investment property, net
6(10)
1,569,244
1
1,344,286
1
433,461
-
Intangible assets
6(11)
407,761
-
406,528
-
309,897
-
Deferred income tax assets
6(29)
500,495
-
440,014
1
634,571
-
Other non-current assets
6(6)(12)
and 8
3,549,693
3
2,276,962
2
1,830,885
2
Total non-current assets
22,323,533
18
19,535,839
17
18,690,852
17
Total assets
$ 124,454,657
100
$ 117,204,420
100
$ 107,374,288
100
(Continued)
Amount
$ 12,309,541
126
1,697,909
5,458,575
17,930
35,049,195
82,079
4,477,557
24,666
26,523,693
3,042,165
-
88,683,436
-
2,020,503
8,230,357
5,231,178
433,461
309,897
634,571
1,830,885
18,690,852
$ 107,374,288
%
11
-
2
5
-
33
-
4
-
25
3
-
83
-
2
8
5
-
-
-
2
17
100
2100
2110
2120
2150
2160
2170
2180
2200
2220
2230
2300
21XX
2530
2570
2600
25XX
2XXX
3110
3200
3310
3320
3350
3400
31XX
36XX
3XXX
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)
December 31, 2013
December 31, 2012
Liabilities and Equity
Notes
Amount
%
Amount
%
Current liabilities
Short-term borrowings
6(13)
$ 32,278,077
26
$ 31,180,639
27
Short-termnotes and bills payable
6(14)
4,140,000
3
3,980,000
3
Financial liabilities at fair value throug
profit or loss - current
6(2)
1,149
-
838
-
Notes payable
400,110
-
1,159,310
1
Notes payable - related parties
7
-
-
25,006
-
Accounts payable
29,709,597
24
24,808,149
21
Accounts payable - related parties
7
26,023
-
28,377
-
Other payables
6(15)
7,994,114
7
8,245,710
7
Other payables - related parties
7
8,922
-
106
-
Current income tax liabilities
6(29)
832,080
1
1,081,337
1
Other current liabilities
6(16)
5,274,005
4
605,702
1
Total current liabilities
80,664,077
65
71,115,174
61
Non-current liabilities
Bonds payable
6(16)
-
-
4,930,366
4
Deferred income tax liabilities
6(29)
160,350
-
9,914
-
Other non-current liabilities
6(17)
281,836
-
355,902
-
Total non-current liabilities
442,186
-
5,296,182
4
Total liabilities
81,106,263
65
76,411,356
65
Equity attributable to owners of
parent
Share capital
6(19)
Share capital - common stock
15,885,209
13
15,838,869
14
Capital surplus
6(20)
Capital surplus
14,264,632
11
14,030,505
11
Retained earnings
6(21)
Legal reserve
5,066,993
4
4,485,382
4
Special reserve
1,670,628
2
165,580
-
Unappropriated retained earnings
7,662,176
6
7,639,092
7
Other equity interest
6(22)
Other equity interest
(
1,965,775) (
2) (
1,366,364) (
1)
Equity attributable to owners of
the parent
42,583,863
34
40,793,064
35
Non-controlling interest
764,531
1
-
-
Total equity
43,348,394
35
40,793,064
35
Significant contingent liabilities
and unrecognized contract
commitments
9
Total liabilities and equity
$ 124,454,657
100
$ 117,204,420
100
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES January 1, 2012 January 1, 2012
Amount
$ 20,879,698
3,740,000
616
577,337
5,518
23,258,085
9,687
8,941,141
43,272
845,771
739,511
59,040,636
5,336,961
95,665
286,499
5,719,125
64,759,761
15,707,006
13,472,856
3,761,723
1,431,668
8,167,718
73,556
42,614,527
-
42,614,527
$ 107,374,288
%
19
3
-
1
-
22
-
8
-
1
1
55
5
-
-
5
60
15
12
4
1
8
-
40
-
40
100

The accompanying notes are an integral part of these consolidated financial statements.See report of independent

accountants dated March 21, 2014.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)

For the year ended
December 31,2013
For the year ended
December 31,2012
Notes
Amount
%
Amount
%
6(23) and 7
$ 330,259,753
100
$ 312,585,403
100
6(7)
(
319,200,976) (
97) (
301,053,331) (
97)
11,058,777
3
11,532,072
3
6(17)(18)(27)
(
4,980,530) (
1) (
4,981,253) (
1)
(
2,198,967) (
1) (
1,992,453) (
1)
(
7,179,497) (
2) (
6,973,706) (
2)
3,879,280
1
4,558,366
1
6(24)
1,442,670
1
1,339,344
1
6(25)
663,434
-
127,002
-
6(26)
(
578,421)
-
(
433,756)
-
6(8)
984,861
-
1,261,708
-
2,512,544
1
2,294,298
1
6,391,824
2
6,852,664
2
6(29)
(
959,316) (
1) (
1,085,602)
-
6(30)
$ 5,432,508
1
$ 5,767,062
2
6(22)
($ 544,570)
-
($ 1,639,465) (
1)
6(3)(22)
9,219
-
177,014
-
11,478
-
(
40,716)
-
6(8)(22)
(
61,162)
-
22,531
-
6(8)(22)
(
4,850)
-
6,922
-
($ 589,885)
-
($ 1,473,714) (
1)
$ 4,842,623
1
$ 4,293,348
1
$ 5,273,995
1
$ 5,767,062
2
158,513
-
-
-
$ 5,432,508
1
$ 5,767,062
2

$ 4,684,110
1
$ 4,293,348
1
158,513
-
-
-
$ 4,842,623
1
$ 4,293,348
1
$ 3.32
$ 3.66
$ 3.23
$ 3.54
4000
Operating revenues
5000
Operating costs
5950
Gross profit, net
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6000
Total operating expenses
6900
Operating income
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit/(loss) of associates and
joint ventures accounted for under
equity method
7000
Total non-operating income and
expenses
7900
Profit before tax
7950
Income tax expense
8200
Profit
Other comprehensive income
8310
Cumulative translation differences of
foreign operations
8325
Unrealized loss on valuation of
available -for-sale financial assets
8360
Actuarial gain (loss) on defined benefit
plan
8370
Share of other comprehensive income
of associates and joint ventures
accounted for under equity method
8399
Income tax relating to the components
of other comprehensive income
8300
Other comprehensive income for the year,
net of tax
8500
Total comprehensive income for the year
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interest
Profit
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interest
Total comprehensive income for the
year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share

he accompanying notes are an integral part of these consolidated financial statements.See report of independent accountants dated March 21, 2014.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year ended December 31, 201 Notes Share capital -
common stock
Paid-in capital
in excess of par
value
$15,707,006
$12,682,655
-
-
-
-
-
-
-
-
-
-
65,790
251,340
66,073
302,959
-
-
-
-
$15,838,869
$13,236,954
$15,838,869
$13,236,954
-
-
-
-
-
-
-
-
45,860
387,810
480
2,176
-
-
-
-
-
-
$15,885,209
$13,626,940
The accompanying notes are
Capital Surplus Capital Surplus Retained Earnings Retained Earnings Other EquityInterest
Cumulative
translation
differences
of foreign
operations
Unrealized
gain or loss
on
available-
for -sale
financial
assets
$ $ 73,556
-
-
-
-
-
-
-
-
-
-
-
-
-
-
( 1,610,859 )
170,939
-
-
($1,610,859 )
$244,495
($1,610,859 )
$244,495
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
610,675 )
11,264
-
-
($2,221,534 )
$255,759
d March 21, 2014.
Other EquityInterest
Cumulative
translation
differences
of foreign
operations
Unrealized
gain or loss
on
available-
for -sale
financial
assets
$ $ 73,556
-
-
-
-
-
-
-
-
-
-
-
-
-
-
( 1,610,859 )
170,939
-
-
($1,610,859 )
$244,495
($1,610,859 )
$244,495
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
610,675 )
11,264
-
-
($2,221,534 )
$255,759
d March 21, 2014.
Total Non-
controlling
interest
Total equity
Paid-in capital
in excess of par
value
Treasury
stock
transactions
$340,678
-
-
-
-
-
-
-
-
-
$340,678
$340,678
-
-
-
-
-
-
-
-
-
$340,678
n integral pa
Change in
net assets
of the
associate
accounted
for under
the equity
method
Employee
stock
options
Stock
options
Legal
reserve
Unappropriated
retained
earnings
Unrealized
gain or loss
on
available-
for -sale
financial
assets
a $ -
-
-
-
-
-
-
-
-
$ $ -
-
-
68,569
-
-
-
-
-
$ 68,569
rt of these c
$3,761,723

723,659

-

-

-

-

-

-

-

-
$ -
-
-
-
-
-
-
( 1,610,859 )
-
($1,610,859 )
($1,610,859 )
-
-
-
-
-
-
-
(
610,675 )
-
($2,221,534 )
d March 21, 201
$ 73,556
-
-
-
-
-
-
-
170,939
-
$244,495
$244,495
-
-
-
-
-
-
-
11,264
-
$255,759
4.
$ -
-
-
-
-
-
-
-
-
$ $ -
-
-
-
-
-
606,018
-
158,513
$764,531
$ 42,614,527
-
-
(
6,307,093 )
43,533
(
497,230 )
317,130
328,849
(
1,473,714 )
5,767,062
$ 40,793,064
$ 40,793,064
-
-
(
3,173,778 )
68,569
209,526
2,372
606,018
(
589,885 )
5,432,508
$43,348,394
$4,485,382
$4,485,382

581,611

-

-

-

-

-

-

-

-
$5,066,993
ments.See rep

YNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax for the year
Adjustments to reconcile profit before income tax to net cash
provided by operating activities
Income and expenses having no effect on cash flows
Depreciation expense
Amortization
Provision for bad debts expense
Net loss (gain) on financial assets/liabilities at fair value
through profit
Loss on inventory value decline (gain from price recovery
of inventory)
Loss on obsolescence
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted
for under equity method
Cash dividends on investments accounted for under equity
method
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of investments accounted for under
equity method
Loss on disposal of available-for-sale financial assets
Compensation cost for share-based payment
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Financial assets at fair value through profit or loss
Notes and accounts receivable
Inventories
Other receivables
Prepayments
Other current assets
Overdue receivables
Net changes in liabilities relating to operating activities
Notes and accounts payable
Other payables
Advance collections
Other current liabilities
Accrued pension obligations
Other non-current liabilities
Cash generated from operation
Interest paid
Interest received
Dividend received
Income taxes paid
Net cash provided by operating activities

Notes
6(9)(10)(27)
6(11)(27)
6(6)
6(2)(25)
6(7)
6(7)
6(26)
6(24)
6(8)
6(9)
6(25)
6(25)
6(28)

(Continued)

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of available-for-sale financial assets
Proceeds from disposal of investments accounted for under
equity method
Proceeds from capital reduction of financial assets carried at
cost
Increase in investments accounted for under the equity method
Net cash proceeds from change in consolidated entities
Acquisition of fixed assets
Increase in investment property
Proceeds from disposal of fixed assets
Acquisition of intangible assets
Increase in long-term prepaid rents
Increase in refundable deposits
Increase in restricted time deposits
Increase in time deposits over one year
Increase in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Increase in short-termnotes and bills payable
(Decrease) increase in guarantee deposits received
Proceeds from exercise of employee stock options
Change in non-controlling interest
Repayment to Bonds payable
Payment of cash dividends
Net cash (used in) provided by financing activities
Effects of changes in foreign exchange rates
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year

Notes
6(32)
6(32)
6(21)

The accompanying notes are an integral part of these consolidated financial statements.See report of independent accountants dated March 21, 2014.

Attachment 4

Synnex Technology International Corporation Comparison Table of Amendment to Articles of Association

Clause Amended Clause Original Clause Reasons for
Amendment
Article 2 The Company operates the following
scope business:
1.
F113050 Computer and business
machine equipment wholesale
business.
2.
F118010 Information software
wholesale business
3.
F113070 Telecommunications
equipment wholesale business
4.
F119010 Electronic materials
wholesale business
5.
F113110 Battery wholesale business
6.
F116010 Photographic equipment
wholesale business
7.
IE01010 Telecommunications account
opening business
8.
CC01110 Computer and peripheral
equipment manufacturing business
9.
JA02010 Electric appliance and
electronic product repair business
10. F401021 Telecommunications
controlled equipment importation
business
11. G801010 Warehousing business
12. F401010 International trade business
13. I301010 Information software service
business
14. ZZ99999 Other businesses that are
not prohibited or restricted by law,
except businesses requiring special
approvals
15. F108031 Medical equipment
wholesale business

16. F208031 Medical equipment retail
business













The Company operates the following
scope business:
1.
F113050 Computer and business
machine equipment wholesale
business.
2. F118010 Information software
wholesale business
3. F113070 Telecommunications
equipment wholesale business
4. F119010 Electronic materials
wholesale business
5. F113110 Battery wholesale
business
6. F116010 Photographic
equipment wholesale business
7. IE01010 Telecommunications
account opening business
8.
CC01110 Computer and
peripheral equipment
manufacturing business
9.
JA02010 Electric appliance and
electronic product repair
business
10. F401021 Telecommunications
controlled equipment
importation business
11. G801010 Warehousing business
12. F401010 International trade
business
13. I301010 Information software
service business
14. ZZ99999 Other businesses that
are not prohibited or restricted
by law, except businesses
requiring special approvals
Amendment in
accordance with
actual needs. In
order to be more
actively involved
with the latest
trends and more
competitive in the
business, the
Company would like
to expand its scope
of business to
incorporate the
medical equipments
wholesale and retail.
According to
relevant laws and
regulations, the
company
shouldobtain
government
approval for
conducting such
business, and the
amendment of the
clause is required
before applying for
such approval.
Article 41 These articles of association were
established on September 1, 1988
through unanimous agreement by all
promoters and took official effect
following approval of the competent
authority. The first amendment was
These articles of association were
established on September 1, 1988
through unanimous agreement by
all promoters and took official effect
following
approval
of
the
competent authority.
The first
The number and
date of the current
amendment are
added.
made on September 27 , 1990. The
second amendment was made on June
18, 1991. The third amendment was
made on April 6, 1992. The fourth
amendment was made on March 18 ,
1993. The fifth amendment was made on
October 22, 1993. The sixth amendment
was made on May 11, 1994. The seventh
amendment was made on May 20, 1995.
The eighth amendment was made on
March 28, 1996. The ninth amendment
was made on April 18, 1997. The tenth
amendment was made on April 18, 1997.
The eleventh amendment was made on
May 13, 1999. The twelfth amendment
was made on May 7, 1999. The
thirteenth amendment was made on
May 2, 2000. The fourteenth
amendment was made on May 11,
2002. The fifteenth amendment was
made on May 21, 2002. The sixteenth
amendment was made on May 28 ,
2003. The seventeenth amendment was
made on June 10, 2005. The eighteenth
amendment was made on June 13, 2007.
The nineteenth amendment was made
on June 11 , 2010. The twentieth
amendment was made on June 17 ,
2010. The twenty-first amendment was
made onJune 10 ,2011. The
twenty-second amendment was made
on 13 June 2012. The twenty-third
amendment was made on 11 June 2014.
amendment
was
made
on
September 27 , 1990. The second
amendment was made on June 18,
1991. The third amendment was
made on April 6, 1992. The fourth
amendment was made on March
18 , 1993. The fifth amendment was
made on October 22, 1993. The
sixth amendment was made on
May
11,
1994.
The
seventh
amendment was made on May 20,
1995. The eighth amendment was
made on March 28, 1996. The ninth
amendment was made on April 18,
1997. The tenth amendment was
made on April 18, 1997. The
eleventh amendment was made on
May
13,
1999.
The
twelfth
amendment was made on May 7,
1999. The thirteenth amendment
was made on May 2, 2000. The
fourteenth amendment was made
on May 11, 2002. The fifteenth
amendment was made on May 21,
2002. The sixteenth amendment
was made on May 28 , 2003. The
seventeenth amendment was made
on June 10, 2005. The eighteenth
amendment was made on June 13,
2007. The nineteenth amendment
was made on June 11 , 2010. The
twentieth amendment was made
on June 17 , 2010. The twenty-first
amendment was made onJune
10
,2011.
The
twenty-second
amendment was made on 13 June
2012.

Attachment 5

Synnex Technology International Corporation

Comparison of Amended Clauses of Procedure for Endorsement and Guarantee

Clause Amended Clause Original Clause Reason for
Amendment
Article 1 (Basis)
This procedure isestablished
in
accordance with thelegislations
of
the
competent
authority
and
operational
and
management
requirements.
(Basis)
This procedure is amended in accordance
with the regulations of the competent
authority.
Describes the basis
for
the
establishment
of
the procedure.
Article 4 (Amount Limit for Endorsement and
Guarantee)
The total amount of endorsement
and guarantee provided by the
Company is limited to200
%of the
net value of the Company under the
latest financial statements audited
and certified or approved by an
accountant. The limit amount for
endorsement and guarantee for
single
enterprise is
established
separately based on the following
situations:
I.
Companies
with
business
dealings:
Not to exceed the total amount
of business dealings between
the two parties during the past
year, or 50% of the Company’s
net value under the latest
financial statements audited
and certified or approved by an
accountant, whichever is lower.
Amount of business dealing
means the product purchase
amount or product sale amount
between
the
two
parties,
whichever is higher.
II.
Companies of which 50% or
more voting shares are held
directly or indirectly by the
Company:
Not to exceed 100% of the
Company’s net value under the
latest
financial
statements
audited
and
certified
or
approved by an accountant.
III. Other targets:
Not to exceed 50% of the
Company’s net value under the
latest
financial
statements
audited
and
certified
or
approved by an accountant.
Among companies whose voting
shares
are
100%
directly
or
indirectly held by the Company, the
amount
of
endorsement
and

(Amount Limit for Endorsement and
Guarantee)
The total amount of endorsement and
guarantee provided by the Company is
limited to 150% of the net value of the
Company
under
the
latest
financial
statements audited and
certified or
approved by an accountant. The limit
amount for endorsement and guarantee
for
single
enterprise
is
established
separately
based
on
the
following
situations:
I. Companies with business dealings:
Not to exceed the total amount of
business dealings between the two
parties during the past year, or 50% of
the Company’s net value under the
latest financial statements audited and
certified
or
approved
by
an
accountant,
whichever
is
lower.
Amount of business dealing means the
product purchase amount or product
sale amount between the two parties,
whichever is higher.
II. Companies of which 50% or more
voting shares are held directly or
indirectly by the Company:
Not to exceed 100% of the Company’s
net value under the latest financial
statements audited and certified or
approved by an accountant.
III.
Other targets:
Not to exceed 50% of the Company’s
net value under the latest financial
statements audited and certified or
approved by an accountant.
Among companies whose voting shares are
100% directly or indirectly held by the
Company, the amount of endorsement and
guarantee shall not exceed 150% of the
Company’s net value.
The total amount of endorsement and
guarantee by the Company and the
Company’s subsidiaries as a whole shall not
exceed 150% of the Company’s net value
under the latest financial statements. The
amount of endorsement andguarantee for

Amendment
in
accordance
with
actual operational
requirements.
Current amount of
endorsement/
guarantee
is
approaching 150%
limitation
while
subsidiaries
still
need more support
for
business
growth. Therefore,
the amount should
be increased, and
the Company will
make
endorsements/
guarantees
for
wholly-owned
subsidiaries only.
guarantee shall not exceed200
%of
the Company’s net value.
The total amount of endorsement
and guarantee by the Company and
the Company’s subsidiaries as a
whole shall not exceed200
%of the
Company’s net value under the
latest financial statements. The
amount
of
endorsement
and
guarantee for any single enterprise
shall not exceed 100% of the
Company’s
net
value.
The
necessity and reasonableness of the
overall limit on the amount of
endorsement and guarantee should
be provided to the shareholders’
meeting.
any single enterprise shall not exceed 100%
of the Company’s net value. The
necessity and reasonableness of the overall
limit on the amount of endorsement and
guarantee should be provided to the
shareholders’ meeting.
Article 9 (Deadline and Content of Public
Filing)
The Company shall complete the
following
information
in
the
stipulated format and content in the
information
filing
website
designated
by
the
competent
authority.
The date of occurrence of the fact
referred to in this procedure means
the date of contract signature of the
transaction, the payment date, the
date of board resolution or other
date on which the transaction
counterparty
and
transaction
amount
may
be
confirmed,
whichever happens first.
I.
Before the 10thday of each
month, the Company shall
make a public filing about the
balance
amount
of
endorsement and guarantee by
the
Company
and
its
subsidiaries for the previous
month in accordance with the
regulations of the competent
authority.
II.
When the balance amount of
endorsement and guarantee by
the Company exceeds one of
the following thresholds, a
public filing shall be made
within 2 days from the date of
occurrence of the fact in
accordance with the regulations
of the competent authority:
(I)
The balance amount of
endorsement
and
guarantee
by
the
Company
and
its
subsidiaries reaches 50%
of the Company’s net
value in the latest financial
statements.
(II)
The balance amount of
(Deadline and Content of Public Filing)
The Company shall complete the following
information in the stipulated format and
content in the information filing website
designated by the competent authority.
The date of occurrence of the fact referred
to in this procedure means the date of
contract signature of the transaction, the
payment date, the date of board resolution
or other date on which the transaction
counterparty and transaction amount may
be confirmed, whichever happens first.
I. Before the 10thday of each month, the
Company shall make a public filing
about
the
balance
amount
of
endorsement and guarantee by the
Company and its subsidiaries for the
previous month in accordance with the
regulations
of
the
competent
authority.
II.
When
the
balance
amount
of
endorsement and guarantee by the
Company exceeds one of the following
thresholds, a public filing shall be
made within 2 days from the date of
occurrence of the fact in accordance
with the regulations of the competent
authority:
(I)
The
balance
amount
of
endorsement and guarantee by
the Company and its subsidiaries
reaches 50% of the Company’s
net value in the latest financial
statements.
(II) The
balance
amount
of
endorsement and guarantee by
the Company and its subsidiaries
for any single enterprise reaches
20% of the Company’s net value
in the latest financial statements.
(III) The
balance
amount
of
endorsement and guarantee by
the Company and its subsidiaries
for any single enterprise reaches
NT$10 Million and the combined
Wording
adjustment
in
compliance
with
regulations
endorsement
and
guarantee
by
the
Company
and
its
subsidiaries for any single
enterprise reaches 20% of
the Company’s net value
in the latest financial
statements.
(III) The balance amount of
endorsement
and
guarantee
by
the
Company
and
its
subsidiaries for any single
enterprise reaches NT$10
Million and the combined
balance amount of the
endorsement
and
guarantee,
long-term
investment and capital
lending reaches 30% of
the Company’s net value
in the latest financial
statements.
(IV) The
amount
of
new
guarantee
and
endorsement
by
the
Company
and
its
subsidiaries
reaches
NT$30 Million and 5% of
the Company’s net value
in the latest financial
statements.
If any subsidiary of the Company is
not a publicly listed company in the
Republic of China, the matters
subject to public filing by such
subsidiary
in
accordance
with
Subparagraph 4 of the previous
paragraph shall be done by the
Company.
A “subsidiary” referred to in this
procedure shall be determined in
accordance with the Regulations
Governing
the
Preparation
of
Financial
Reports
by
Securities
Issuers.
Net value referred to in this
procedure
means
shareholders’
equity attributable to owners of the
parent company
under the balance
sheet prepared in accordance with
the
Regulations
Governing
the
Preparation of Financial Reports by
Securities Issuers.
balance
amount
of
the
endorsement
and
guarantee,
long-term investment and capital
lending reaches 30% of the
Company’s net value in the latest
financial statements.
(IV) The amount of new guarantee and
endorsement by the Company and
its subsidiaries reaches NT$30
Million and 5% of the Company’s
net value in the latest financial
statements.
If any subsidiary of the Company is not a
publicly listed company in the Republic of
China, the matters subject to public filing
by such subsidiary in accordance with
Subparagraph 4 of the previous paragraph
shall be done by the Company.
A “subsidiary” referred to in this procedure
shall be determined in accordance with the
Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Net value referred to in this procedure
means shareholders’ equity attributable to
owners of the Company under the balance
sheet prepared in accordance with the
Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Article 13 (Implementation and Amendment)
After approval by board resolution,
the amendment to this procedure
shall
be
submitted
to
the
supervisors and the shareholders’
meeting
for
approval
and
implementation. If any director
voices anyobjection that is recorded
(Implementation and Amendment)
After approval by board resolution, the
amendment to this procedure shall be
submitted to the supervisors and the
shareholders’ meeting for approval and
implementation. If any director voices
any objection that is recorded or expressed
in a written statement,the Companyshall
Provision
about
independent
director is added in
compliance
with
regulations
and
actual operation
or expressed in a written statement,
the Company shall include such
objection in the submission to the
supervisors and the shareholders’
meeting. The same shall be
applicable
in
case
of
any
amendment.
If a publicly listed company has
independent directors, when the
endorsement
and
guarantee
procedure is submitted to the Board
of
Directors
for
discussion
in
accordance
with
the
previous
paragraph, the opinions of each
independent director shall be fully
taken into consideration. Any
express opinion of consent or
objection and the reasons for
objection shall be included in the
records of board meetings.
include such objection in the submission to
the supervisors and the shareholders’
meeting. The same shall be applicable in
case of any amendment.
Article 14 (Date of Amendment)
This procedure was amended on11
June 2014.
(Date of Amendment)
This procedure was amended on 11 June
2013.
Describes the date
of amendment.

Attachment 6

Synnex Technology International Corporation

Comparison of Amended Clauses of the Procedure for Fund Lending

Clause Amended Clause Amended Clause Original Clause Reasong
for
Amendment
Article 3 (Evaluation Standard for Fund Lending)
When the Company engages in any fund
lending with any other company due to
business dealing, Subparagraph 2, Article 4
shall be complied with. If any fund
lending is required due to short-term
financing, it shall be limited to the
following situations:
I.
Operational funding requirement by
any subsidiary of the Company.
II. Operational funding requirement by
any invested company that is not a
subsidiary and that is evaluated under
equity method.
Any advance of long-term investment
nature provided by the Company to its
subsidiary is categorized as long-term
investment and is not covered by the scope
of fund lending.
A “subsidiary” referred to in this procedure
shall be determined in accordance with the
Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Net value referred to in this procedure
means shareholders’ equity attributable to
owners of theparent company
under the
balance sheet prepared in accordance with
the Regulations Governing the Preparation
of Financial Reports by Securities Issuers.
(Evaluation Standard for Fund Lending)
When the Company engages in any fund
lending with any other company due to
business dealing, Subparagraph 2, Article 4
shall be complied with. If any fund
lending is required due to short-term
financing, it shall be limited to the
following situations:
I.
Operational funding requirement by
any subsidiary of the Company.
II.
Operational funding requirement by
any invested company that is not a
subsidiary and that is evaluated
under equity method.
Any advance of long-term investment
nature provided by the Company to its
subsidiary is categorized as long-term
investment and is not covered by the scope
of fund lending.
A “subsidiary” referred to in this procedure
shall be determined in accordance with the
Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Net value referred to in this procedure
means shareholders’ equity attributable to
owners of the Company under the balance
sheet prepared in accordance with the
Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Wording
adjustment in
compliance
with
regulations
Article 13 (Implementation and Amendment)
After approval by board resolution, the
establishment of this procedure shall be
submitted to the supervisors and the
shareholders’ meeting for approval and
implementation. If any director voices any
objection that is recorded or expressed in a
written statement, the Company shall
include such objection in the submission to
the supervisors and the shareholders’
meeting. The same shall be applicable in
case of any amendment.
If
a
publicly
listed
company
has
independent directors, when the Company
provides fund lending to any person, the
opinions of each independent director shall
be fully taken into consideration. Any
expressed opinion of consent or objection
and the reasons for objection shall be
included in the records of board meetings.
(Implementation and Amendment)
After approval by board resolution, the
amendment to this procedure shall be
submitted to the supervisors and the
shareholders’ meeting for approval and
implementation. If any director voices any
objection that is recorded or expressed in a
written statement, the Company shall
include such objection in the submission to
the supervisors and the shareholders’
meeting. The same shall be applicable in
case of any amendment.
Provision
about
independent
director
is
added
in
compliance
with
regulations
and
actual
operation
Article 14 (Date of Amendment)
This procedure was amended on
2014.
11 June (Date of Amendment)
This procedure was amended on 11 June
2013.
Describes the
date
of
amendment.

Attachment 7

Synnex Technology International Corporation

Comparison of Amended Clauses of Procedure for Acquisition or Disposal of Assets

Clause Amended Clause Original Clause Reason for
amendment
Article 2 (Scope of Application)
II. Real Property (includingland, housing and
building, investment-type real property
and land usage right
)andequipment.
(Scope of Application)
II. Real Property and Other Fixed Assets
Amendment in
accordance
with
legislation.
Article 3 (Definitions)
II. Asset acquired or disposed of through
merger, split, acquisition or share transfer
in accordance with law: Means assets
acquired or disposed of pursuant to
merger, split or acquisition in accordance
with the Business Merger Act or other
laws, or shares of other companies
received pursuant to new share issuance
in accordance with Paragraph8
,Article
156 of the Company Law (hereinafter
“Receipt of Shares”).
III. Related partiesand subsidiaries: As
defined in the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers.
IV
.Professional Appraiser: Means a real
property appraiser or other person who
is allowed to perform real property and
equipment
appraisal
activities
in
accordance with law.
V
.Date of Occurrence of the Fact: Means
the transaction contract signature date,
payment date, mandated closing date,
transfer registration date, date of board
resolution or other date on which the
transaction
counterparty
and
the
transaction amount can be determined,
whichever occurs first. However, for
investment subject to approval by the
competent
authority,
the
above-mentioned date, or the date on
which the approval from the competent
authority
is
received,
shall
apply,
whichever occurs first.
VI
.Investment in Mainland Area: Means
Mainland
investment
engaged
in
accordance
with
the
Regulations
Governing the Approval of Investment or
Technical Cooperation in Mainland China
by the Investment Review Commission,
Ministry of Economic Affairs.
VII
.“Within one year” referred to in this
procedure means one year preceding the
date of occurrence of the fact of the
relevant transaction. The portion that
has been published, for which an appraisal
report issued by a professional appraiser or
an accountant’s opinion has been issued or
that has been submitted to and approved
by the Board of Directors and recognized
bythe Supervisors in accordance with the
(Definitions)
II. Asset acquired or disposed of through
merger, split, acquisition or share
transfer in accordance with law: Means
assets acquired or disposed of pursuant
to merger, split or acquisition in
accordance with the Business Merger
Act or other laws, or shares of other
companies received pursuant to new
share issuance in accordance with
Paragraph 6, Article 156 of the Company
Law (hereinafter “Receipt of Shares”).
III. Related Parties: As defined under
Financial Accounting Standard No. 6
published by the Accounting Research
and Development Foundation of the
Republic of China (hereinafter the
“Accounting Research and Development
Foundation”).
IV. Subsidiary: As defined under Financial
Accounting Standards No. 5 and No. 7
published by the Accounting Research
and Development Foundation.
V. Professional Appraiser: Means a real
property appraiser or other person who
is allowed to perform real property and
other fixed asset appraisal activities in
accordance with law.
VI. Date of Occurrence of the Fact: Means
the transaction contract signature date,
payment date, mandated closing date,
transfer registration date, date of board
resolution or other date on which the
transaction
counterparty
and
the
transaction amount can be determined,
whichever occurs first. However, for
investment subject to approval by the
competent
authority,
the
above-mentioned date, or the date on
which the approval from the competent
authority is received, shall apply,
whichever occurs first.
VI. Investment in Mainland Area: Means
Mainland
investment
engaged
in
accordance
with
the
Regulations
Governing the Approval of Investment
or Technical Cooperation in Mainland
China by the
Investment Review
Commission, Ministry of Economic
Affairs.
VIII. “Within one year” referred to in this
procedure means oneyearpreceding
Amendment in
accordance
with
legislation.
regulations may be excluded
VIII. The “latest parent company only
financial report or individual financial
report
” referred to in this procedure
means the Company’s latest financial
report that are audited, certified or
approved by the accountant.
IX. The provision about“10% of total asset”in
this procedure shall be calculated based on
the amount of total asset under the latest
parent company only financial report or
individual financial report prepared in
accordance
with
the
Regulations
Governing the Preparation of Financial
Reports by Securities Issuers.
X. If the shares of any company covered by
this procedure have no face value or if the
face value per share is not NT$10, the
provisions about the transaction amount
being 20% of the paid-in capital shall be
calculated based on 10% of the parent
company’s interest.
the date of occurrence of the fact of the
relevant transaction. The portion that
has been published, for which an
appraisal report issued by a professional
appraiser or an accountant’s opinion has
been issued or that has been submitted
to and approved by the Board of
Directors
and
recognized
by
the
Supervisors in accordance with the
regulations may be excluded.
IX. The “latest financial statements”
referred to in this procedure mean the
Company’s latest financial statements
that are audited, certified or approved
by the accountant.
Article 5 (Procedure for Acquisition and Disposal of
Securities Investment)
I.
Evaluation and Procedure
The Company’s purchase and sale of
securities investment shall be executed
in
accordance
with
applicable
procedures. The financial department
shall provide evaluation reports. The
latest parent company only financial
report or individual financial report
or
other relevant information of the target
company before the date of occurrence
of the fact shall be obtained to serve as
the basis of evaluation.
II. Procedure for determining transaction
terms and authorized amount
Each transaction shall be approved by
the President or the Chairman. If the
amount of any single transaction
exceeds NT$300 Million, it shall be
submitted to the Board of Directors for
approval. However, the President is
authorized to approve fixed-income
investment such as term deposit,
acceptance
bill,
commercial
draft,
negotiable term deposit certificate and
domestic money market fund
.
IV. Expert Opinion
If the transaction amount for acquisition
or disposal of securities exceeds 20% of
the Company’s paid-in capital or NT$300
Million, an accountant shall be asked to
provide
an
opinion
about
the
reasonableness of the transaction price
before the date of occurrence of the
fact. If the accountant needs to adopt
an expert’s report, it shall be carried out
in accordance with Audit Standards No.
20
published
by
the
Accounting
Research and Development Foundation
of the Republic of China (hereinafter the
“Accounting Research and Development
(Procedure for Acquisition and Disposal of
Securities Investment)
I. Evaluation and Procedure
The Company’s purchase and sale of
securities
investment
shall
be
executed
in
accordance
with
applicable procedures. The financial
department shall provide evaluation
reports.
The
latest
financial
statements
or
other
relevant
information of the target company
before the date of occurrence of the
fact shall be obtained to serve as the
basis of evaluation.
II. Procedure for determining transaction
terms and authorized amount
Each transaction shall be approved by
the President or the Chairman. If the
amount of any single transaction
exceeds NT$300 Million, it shall be
submitted to the Board of Directors for
approval. However, the President is
authorized to approve fixed-income
investment such as term deposit,
acceptance bill, commercial draft,
negotiable term deposit certificate and
bond-type funds.
IV. Expert Opinion
If
the
transaction
amount
for
acquisition or disposal of securities
exceeds 20% of the Company’s paid-in
capital
or
NT$300
Million,
an
accountant shall be asked to provide
an opinion about the reasonableness
of the transaction price before the
date of occurrence of the fact. If the
accountant needs to adopt an expert’s
report, it shall be carried out in
accordance with Audit Standards No.
20 published by the Accounting
Research
and
Development
Foundation,except if the securities
Amendment in
accordance
with
legislation.
Foundation”)
,except if the securities
have publicly quoted prices in an active
market or otherwise provided by the
competent authority.
have publicly quoted prices in an active
market or otherwise provided by the
competent authority.
Article 6 (Procedure for Acquisition and Disposal of
Real Property andEquipment
)
I. Evaluation and Procedure:
The Company’s acquisition and disposal
of real property andequipment
shall be
executed by the
Company’s user
department and relevant responsible
departments
in
accordance
with
applicable procedures.
II. Procedure for determining transaction
terms and authorized amount
(II) The acquisition or disposal of
equipment
shall be done through
price consultation, price comparison,
price negotiation or tender.
(III) If the transaction amount exceeds
NT$15
Million,
the
President’s
approval is required. If the amount
exceeds
NT$200
Million,
the
Chairman’s approval is required. If
the amount exceeds NT$300
Million,
the transaction shall be submitted to
the Board of Directors for approval.
III. Execution Department
When the Company acquires or disposes
of real property orequipment
,after the
transaction is approved in accordance
with the approval authorization under
the previous paragraph, the user
department
and
the
management
department shall be responsible for the
execution of the transaction.
IV. Real Property orEquipment
Evaluation
Report
When the Company acquires or disposes
of real property orequipment
,other
than transactions with government
authorities, mandated construction on
self-owned land, mandated construction
on leased land or acquisition or disposal
of machines or equipment for business
use, if the transaction amount reaches
20% of the Company’s paid-in capital,
10% of the total asset or NT$300 Million,
an appraisal
report issued by a
professional appraiser shall be acquired
before the date of occurrence of the fact
and the following rules shall be applied:
(I)
If a restricted price, specific price or
special price is used as reference for the
transaction price due to any special
reason, such transaction shall first be
submitted
to
and
approved
by
resolution of the Board of Directors.
The same procedure shall be repeated in
case of any change of transaction terms
in the future.
(II)
If the transaction amount exceeds
NT$100
Million,
two
or
more
professional appraisers shall be asked to

(Procedure for Acquisition and Disposal of
Real Property and Other Fixed Assets)
I. Evaluation and Procedure:
The
Company’s
acquisition
and
disposal of real property and other
fixed assets shall be executed by the
Company’s user department and
relevant responsible departments in
accordance
with
applicable
procedures.
II. Procedure for determining transaction
terms and authorized amount
(II) The acquisition or disposal of other
fixed assets shall be done through
price
consultation,
price
comparison, price negotiation or
tender.
(III) If the transaction amount exceeds
NT$15 Million, the President’s
approval is required. If the
amount exceeds NT$100 Million,
the
Chairman’s
approval
is
required. If the amount exceeds
NT$200 Million, the transaction
shall be submitted to the Board of
Directors for approval.
III. Execution Department
When the Company acquires or
disposes of real property or other fixed
asset, after the transaction is approved
in accordance with the approval
authorization under the previous
paragraph, the user department and
the management department shall be
responsible for the execution of the
transaction.
IV. Real Property or Other Fixed Asset
Evaluation Report
When the Company acquires or
disposes of real property or other fixed
asset, other than transactions with
government authorities, mandated
construction
on
self-owned land,
mandated construction on leased land
or acquisition or disposal of machines
or equipment for business use, if the
transaction amount reaches 20% of
the Company’s paid-in capital, 10% of
the total asset or NT$300 Million, an
appraisal
report
issued
by
a
professional
appraiser
shall
be
acquired
before
the
date
of
occurrence of the fact and the
following rules shall be applied:
(I)If a restricted price, specific price or
special price is used as reference for
the transaction price due to any
special reason, such transaction shall
first be submitted to and approved by
resolution of the Board of Directors.

Increase
the
authorized
amount of the
President and
Chairman
respectively, to
facilitate actual
operational
needs.
provide price appraisals.
(III) If the result of appraisal by the
professional appraisers has any of the
following events, unless the result of
appraisal for acquisition of asset is
higher than the transaction amount, or
the result of appraisal for disposal of
asset is lower than the transaction
amount, an accountant shall be asked to
voice concrete opinions bout the
reasons for the difference and the
appropriateness of the transaction price
in accordance with the Audit Standard
No. 20 of the Accounting Research and
Development Foundation.
i.
The result of the appraisal and the
transaction amount differ from each
other by 20% or more of the
transaction amount.
ii.
The results of appraisal by two or
more professional appraisers are
different from one another by 10%
or more of the transaction amount.
(IV) The date of issuance of the
professional appraiser’s report shall be
no more than three months form the
date of establishment of the contract.
However, if the published current value
of the same period is used and if the time
difference is less than 6 months, the
original professional appraiser may issue
an opinion.
provide price appraisals.
(III) If the result of appraisal by the
professional appraisers has any of the
following events, unless the result of
appraisal for acquisition of asset is
higher than the transaction amount, or
the result of appraisal for disposal of
asset is lower than the transaction
amount, an accountant shall be asked to
voice concrete opinions bout the
reasons for the difference and the
appropriateness of the transaction price
in accordance with the Audit Standard
No. 20 of the Accounting Research and
Development Foundation.
i.
The result of the appraisal and the
transaction amount differ from each
other by 20% or more of the
transaction amount.
ii.
The results of appraisal by two or
more professional appraisers are
different from one another by 10%
or more of the transaction amount.
(IV) The date of issuance of the
professional appraiser’s report shall be
no more than three months form the
date of establishment of the contract.
However, if the published current value
of the same period is used and if the time
difference is less than 6 months, the
original professional appraiser may issue
an opinion.

The same procedure shall be repeated
in case of any change of transaction
terms in the future.
(II)If the transaction amount exceeds
NT$100
Million,
two
or
more
professional appraisers shall be asked
to provide price appraisals.
(III)If the result of appraisal by the
professional appraisers has any of the
following events, unless the result of
appraisal for acquisition of asset is
higher than the transaction amount, or
the result of appraisal for disposal of
asset is lower than the transaction
amount, an accountant shall be asked
to voice concrete opinions bout the
reasons for the difference and the
appropriateness of the transaction
price in accordance with the Audit
Standard No. 20 of the Accounting
Research
and
Development
Foundation.
i.
The result of the appraisal
and the transaction amount differ
from each other by 20% or more
of the transaction amount.
ii. The results of appraisal by two or
more professional appraisers are
different from one another by 10%
or
more
of
the
transaction
amount.
(IV) The date of issuance of the
professional appraiser’s report shall be
no more than three months form the
date of establishment of the contract.
However, if the published current
value of the same period is used and if
the time difference is less than 6
months, the original professional
appraiser mayissue an opinion.
Article 7 I.
II.
The total amount of investment by the
Company and by Company’s subsidiary,
on each individual basis, shall not
exceed 150% of theshareholder’s equity
attributable to owners of the parent
company under the latest parent
company only financial report or
individual financial report prepared in
accordance
with
the
Regulations
Governing the Preparation of Financial
Reports by Securities Issuers
and the
amount of investment in any individual
securities shall not exceed 150% of the
shareholders’equity
attributable to
owners ofthe parent company
referred
to above.
The total amount of real property held
by the Company and the Company’s
subsidiary other than for business use
shall, on each individual basis, not
exceed 10% of theshareholder’s equity
attributable to owners of the parent
company under the latest parent
company only financial report
or
I. The total amount of investment by the
Company
and
by
Company’s
subsidiary, on each individual basis,
shall not exceed 150% of the net value
of the Company under the latest
financial statements and the amount
of
investment
in
any
individual
securities shall not exceed 150% of the
net value referred to above.
II. The total amount of real property held
by the Company and the Company’s
subsidiary other than for business use
shall, on each individual basis, not
exceed 10% of the net value of the
Company under the latest financial
statements.
Amendment in
accordance
with
legislation.
individual financial report prepared in
accordance
with
the
Regulations
Governing the Preparation of Financial
Reports by Securities Issuers
.
Article 8 (Procedure for Acquisition and Disposal of
Membership, Intangible Assets and Other
Important Assets)
II. Procedure for Determining Transaction
Terms and Authorized Amount
(II) If the transaction amount exceeds
NT$15 Million, the President’s approval
is required. If the amount exceeds
NT$200
Million,
the
Chairman’s
approval is required. If the amount
exceeds NT$300
Million, the transaction
shall be submitted to the Board of
Directors for approval
IV. Expert Opinion
When the amount of transaction of the
Company’s acquisition or disposal of
membership or intangible asset reaches
20% of the Company’s paid-in capitalor
NT$300 Million,unless it is a transaction
with
a
governmentagency,
an
accountant shall be asked to provide an
opinion about the reasonableness of the
transaction price before the date of
occurrence of the fact. The accountant
shall act in accordance with Audit
Standards No. 20 published by the
Accounting Research and Development
Foundation.
(Procedure for Acquisition and Disposal of
Membership, Intangible Assets and Other
Important Assets)
II.Procedure for Determining Transaction
Terms and Authorized Amount
(II) If the transaction amount exceeds
NT$15 Million, the President’s approval
is required. If the amount exceeds
NT$100
Million,
the
Chairman’s
approval is required. If the amount
exceeds NT$200 Million, the transaction
shall be submitted to the Board of
Directors for approval.
IV. Expert Opinion
When the amount of transaction of the
Company’s acquisition or disposal of
membership or intangible asset reaches
20% of the Company’s paid-in capital or
NT$300 Million, an accountant shall be
asked to provide an opinion about the
reasonableness of the transaction price
before the date of occurrence of the
fact. The accountant shall act in
accordance with Audit Standards No. 20
published by the Accounting Research
and Development Foundation.
Amendment in
accordance
with legislation
and
actual
operational
requirements.
Article 9 (Procedure for Related Party Transactions)
II. When the Company acquires any asset
referred to under Paragraph 1 of this Article
from a related party or dispose of such asset
to a related party,other than the trading of
government bonds, bonds with buy-back or
sell-back conditions, subscription to or
redemption of domestic money market
fund,
the following information shall be
submitted to the Board of Directors for
approval and to the supervisors for
recognition before the transaction contract
can be signed and the payment may be
made:
(I)
Purpose, necessity and expected effect
of the acquisition or disposal of asset.
(II)
Reason for selecting a related party as
the transaction counterparty.
(III) If real property is acquired from a
related party, information related to
the evaluation of the reasonableness
of the contemplated transaction terms
in accordance with Subparagraphs (1)
and (4), Paragraph 3 of this Article.
(IV) The original date on which the related
party acquired the asset originally, the
price, the transaction counterparty
and the relationship to the Company
and to the related party.
(V) Cash income and expense forecast
statement for each month during one
year startingfrom the month of
(Procedure for Related Party Transactions)
II.When the Company acquires any asset
referred to under Paragraph 1 of this
Article from a related party or dispose of
such asset to a related party, the
following information shall be submitted
to the Board of Directors for approval
and to the supervisors for recognition
before the transaction contract can be
signed and the payment may be made:
(I)
Purpose, necessity and expected
effect of the acquisition or disposal
of asset.
(II) Reason for selecting a related
party
as
the
transaction
counterparty.
(III) If real property is acquired from a
related party, information related
to
the
evaluation
of
the
reasonableness
of
the
contemplated transaction terms in
accordance with Subparagraphs
(1) and (4), Paragraph 3 of this
Article.
(IV) The original date on which the
related party acquired the asset
originally,
the
price,
the
transaction counterparty and the
relationship to the Company and
to the related party.
(V) Cash income and expense forecast
statement for each month during

contemplated contract signature and one year starting from the month evaluation of the necessity of the of contemplated contract transaction and the reasonableness of signature and evaluation of the the utilization of the fund. necessity of the transaction and (VI) Appraisal report issued by a the reasonableness of the professional appraiser or an utilization of the fund. accountant’s opinion acquired in (VI) Appraisal report issued by a accordance with the previous Article. professional appraiser or an (VII) Restrictive terms of the current accountant’s opinion acquired in transaction and other important accordance with the previous agreed matters. Article. III. Evaluation of Reasonableness of (VII) Restrictive terms of the current Transaction Cost transaction and other important (VI) When the Company acquires real agreed matters. property from a related party and if there III. Evaluation of Reasonableness of is any of the following events, it is Transaction Cost sufficient to comply with Paragraphs 1 and (VI) When the Company acquires real 2 of this Article about evaluation and property from a related party and if procedure and the provisions under there is any of the following events, it is Subparagraphs (1), (2) and (3), Paragraph sufficient to comply with Paragraphs 1 3 of this Article about the evaluation of and 2 of this Article about evaluation the reasonableness of the transaction cost and procedure and the provisions under shall not be applicable: Subparagraphs (1), (2) and (3), i. The related party acquired the real Paragraph 3 of this Article about the property through succession or evaluation of the reasonableness of the donation. transaction cost shall not be applicable: ii. The related party signed the contract i. The related party acquired the real to acquire the real property more property through succession or than 5 years before the date of donation. signature of the contract for the ii. The related party signed the current transaction. contract to acquire the real iii. The real property is acquired through property more than 5 years before signature of a co-construction the date of signature of the contract with the related party or contract for the current through engaging a related party transaction. to build real property, either on the iii. The real property is acquired company’s own land or on rented through signature of a land. co-construction contract with the IV. For equipment for business used that is related party. acquired or disposed of among the IV. For machinery and equipment for Company and its parent company or business used that is acquired or subsidiary, the Board of Directors may, in disposed of among the Company and its accordance with the regulations, parent company or subsidiary, the authorize the Chairman to make decisions Board of Directors may, in accordance first within a certain amount and then with the regulations, authorize the submit the transaction to the next Chairman to make decisions first within meeting of the Board of Directors for a certain amount and then submit the ratification after the fact. transaction to the next meeting of the V. The Company has put in place Board of Directors for ratification after independent directors in accordance with the fact. the regulations. Each independent director’s opinions should be fully taken into consideration when a matter is submitted for discussion by the Board of Directors pursuant to Paragraph 2. Any opinion of objection or reservation made by any independent director shall be recorded in the minutes of the board meeting. Article 13 (Deadline and Content of Public Filing) (Deadline and Content of Public Filing) Amendment in I. When the Company acquires or disposes of I. When the Company acquires or disposes accordance any asset, if there is any of the following of any asset, if there is any of the with events, the relevant information, following events, the relevant legislation. depending on the nature, shall be information, depending on the nature,

completed on the information reporting
website designated by the competent
authority in accordance with the
stipulated format and content within 2
days from the date of occurrence of the
fact. Relevant contract, minutes of
meetings, record books, appraisal report,
accountant’s, attorney’s or security
undertaker’s opinion shall be placed in the
Company and shall be maintained for at
least 5 years, unless otherwise provided
by law:
(I) Acquisition or disposal of real property
from or to a related party or acquisition or
disposal of any asset other than real
property from or to a related party and
the transaction amount reaches 20% of
the Company’s paid-in capital, 10% of the
total asset or NT$300 Million, except the
trading of government bonds or bonds
with buy-back or sell-back conditions,
subscription to or redemption of domestic
money market fund
.
(IV) Asset transaction other than the previous
three subparagraphs or investment in
Mainland area with transaction amount
reaching 20% of the Company’s paid-in
capital, 10% of the total asset or NT$300
Million, except the following events:
i.
Trading of government bonds.
ii.
Investment as a professional and
trading of securities in domestic and
overseas securities exchanges or
securities traders’ premisesor
subscription of securities by securities
firms, either in the primary market or
in accordance with the regulations
.
iii.
Trading of bonds with buy-back or
sell-back conditions, subscription or
redemption of domestic money
market fund
.
iv.
Acquisition or disposal of asset that is
in a category equipment for business
use, the transaction counterparty is
not a related party and the transaction
amount does not reach NT$500
Million.
v.
Acquisition of real property through
mandated construction on self-owned
land, mandated construction on leased
land, division of housing following
co-construction, profit sharing
following co-construction and joint
sale following co-construction and the
Company expects to inject a
transaction amount that is less than
NT$500 Million.
completed on the information reporting
website designated by the competent
authority in accordance with the
stipulated format and content within 2
days from the date of occurrence of the
fact. Relevant contract, minutes of
meetings, record books, appraisal report,
accountant’s, attorney’s or security
undertaker’s opinion shall be placed in the
Company and shall be maintained for at
least 5 years, unless otherwise provided
by law:
(I) Acquisition or disposal of real property
from or to a related party or acquisition or
disposal of any asset other than real
property from or to a related party and
the transaction amount reaches 20% of
the Company’s paid-in capital, 10% of the
total asset or NT$300 Million, except the
trading of government bonds or bonds
with buy-back or sell-back conditions,
subscription to or redemption of domestic
money market fund
.
(IV) Asset transaction other than the previous
three subparagraphs or investment in
Mainland area with transaction amount
reaching 20% of the Company’s paid-in
capital, 10% of the total asset or NT$300
Million, except the following events:
i.
Trading of government bonds.
ii.
Investment as a professional and
trading of securities in domestic and
overseas securities exchanges or
securities traders’ premisesor
subscription of securities by securities
firms, either in the primary market or
in accordance with the regulations
.
iii.
Trading of bonds with buy-back or
sell-back conditions, subscription or
redemption of domestic money
market fund
.
iv.
Acquisition or disposal of asset that is
in a category equipment for business
use, the transaction counterparty is
not a related party and the transaction
amount does not reach NT$500
Million.
v.
Acquisition of real property through
mandated construction on self-owned
land, mandated construction on leased
land, division of housing following
co-construction, profit sharing
following co-construction and joint
sale following co-construction and the
Company expects to inject a
transaction amount that is less than
NT$500 Million.
completed on the information reporting
website designated by the competent
authority in accordance with the
stipulated format and content within 2
days from the date of occurrence of the
fact. Relevant contract, minutes of
meetings, record books, appraisal report,
accountant’s, attorney’s or security
undertaker’s opinion shall be placed in the
Company and shall be maintained for at
least 5 years, unless otherwise provided
by law:
(I) Acquisition or disposal of real property
from or to a related party or acquisition or
disposal of any asset other than real
property from or to a related party and
the transaction amount reaches 20% of
the Company’s paid-in capital, 10% of the
total asset or NT$300 Million, except the
trading of government bonds or bonds
with buy-back or sell-back conditions,
subscription to or redemption of domestic
money market fund
.
(IV) Asset transaction other than the previous
three subparagraphs or investment in
Mainland area with transaction amount
reaching 20% of the Company’s paid-in
capital, 10% of the total asset or NT$300
Million, except the following events:
i.
Trading of government bonds.
ii.
Investment as a professional and
trading of securities in domestic and
overseas securities exchanges or
securities traders’ premisesor
subscription of securities by securities
firms, either in the primary market or
in accordance with the regulations
.
iii.
Trading of bonds with buy-back or
sell-back conditions, subscription or
redemption of domestic money
market fund
.
iv.
Acquisition or disposal of asset that is
in a category equipment for business
use, the transaction counterparty is
not a related party and the transaction
amount does not reach NT$500
Million.
v.
Acquisition of real property through
mandated construction on self-owned
land, mandated construction on leased
land, division of housing following
co-construction, profit sharing
following co-construction and joint
sale following co-construction and the
Company expects to inject a
transaction amount that is less than
NT$500 Million.
shall be completed on the information
reporting website designated by the
competent authority in accordance with
the stipulated format and content within
2 days from the date of occurrence of
the fact. Relevant contract, minutes of
meetings, record books, appraisal
report, accountant’s, attorney’s or
security undertaker’s opinion shall be
placed in the Company and shall be
maintained for at least 5 years, unless
otherwise provided by law:
(I) Acquisition or disposal of real property
from or to a related party or acquisition
or disposal of any asset other than real
property from or to a related party and
the transaction amount reaches 20% of
the Company’s paid-in capital, 10% of
the total asset or NT$300 Million, except
the trading of government bonds or
bonds with buy-back or sell-back
conditions.
(IV) Asset transaction other than the
previous three subparagraphs or
investment in Mainland area with
transaction amount reaching 20% of the
Company’s paid-in capital, 10% of the
total asset or NT$300 Million, except the
following events:
i.
Trading of government bonds.
ii.
Investment as a professional and
trading of securities in domestic and
overseas securities exchanges or
securities traders’ premises.
iii.
Trading of bonds with buy-back or
sell-back conditions.
iv.
Acquisition or disposal of asset that
is in a category machinery and
equipment for business use, the
transaction counterparty is not a
related party and the transaction
amount does not reach NT$500
Million.
v.
Acquisition of real property through
mandated construction on
self-owned land, mandated
construction on leased land, division
of housing following co-construction,
profit sharing following
co-construction and joint sale
following co-construction and the
Company expects to inject a
transaction amount that is less than
NT$500 Million.
Article 29 (Date of Amendment)
This procedure was amended on
2014.
11 June (Date of Amendment)
This procedure was amended on 13 June
2012.
Describes date
of
amendment.

Attachment 8

Synnex Technology International Corporation

Comparison of Amended Clauses Procedure for Derivative Product Transactions

Clause Amended Clause Amended Clause Original Clause Reason for
amendment
Article 1 (Basis)
This procedure isestablished in accordance
with the legislations of the competent
authority
and
the
operational
and
management requirements.
(Basis)
This
procedure
is
established
in
accordance with the letter from the
Securities and Futures Commission of the
Ministry of Finance (2002) Tai-Cai-Zheng
(I) No. 0910006105 dated 10 December
2002.
Describes basis
of
establishment
of
the
procedure.
Article 7 (Procedure)
I.
Authorized Amount
Routine Foreign Exchange Transaction
The authorized amount table is
established in accordance with the
growth of the company’s turnover and
risk
management
and
becomes
effective
after
the
Chairman’s
approval. The table shall also be
submitted
tothe next meeting of
the
Board of Directors for reference. The
same shall be applicable in case of any
amendment.
Authorizing Party Single Closing
Amount(US$)
Chairman
Above 10 Million
President
5 to 10 Million
(inclusive)
Highest-Level
Finance
Supervisor
1 to 5 Million
(inclusive)
Finance Manager 1 Million(below)
The amount of closing is only allowed
after approval from the person for the
corresponding
amount
of
authorization. In case of any position
in any other currency, it shall be
included under the corresponding
regulations in the above table.
(Procedure)
I.
Authorized Amount
Routine Foreign Exchange Transaction
The authorized amount table is
established in accordance with the
growth of the company’s turnover and
risk management and becomes
effective after the Chairman’s
approval. The table shall also be
reported to the Board of Directors for
reference. The same shall be
applicable in case of anyamendment.
Authorizing Party Single Closing
Amount(US$)
Chairman
Above 10 Million
President
5 to 10 Million
(inclusive)
Highest-Level
Finance
Supervisor
1 to 5 Million
(inclusive)
Finance Manager 1 Million(below)
The amount of closing is only allowed
after approval from the person for the
corresponding
amount
of
authorization. In case of any position
in any other currency, it shall be
included under the corresponding
regulations in the above table.
Amendment in
accordance
with
legislation.
Article 10 (Supervision by the Board of Directors)
I.
The Board of Directors shall supervise
and
manage
derivative
product
transactions in accordance with the
following principles:
(I)
Designate high-level supervisors to
exercise due care about the
supervision and control of the risks
of derivative product transactions
at all times.
(II)
Perform regular assessment as to
whether
the
performance
of
derivative product transactions is
consistent
with
the
existing
operational strategies and whether
the exposure to risk is within the
scope tolerated by the Company.
II. The high-levelperson authorized bythe
(Supervision by the Board of Directors)
I. The Board of Directors shall supervise and
manage derivative product transactions
in accordance with the following
principles:
(I)
Designate high-level supervisors to
exercise due care about the
supervision and control of the risks
of derivative product transactions
at all times.
(II)
Perform regular assessment as to
whether
the
performance
of
derivative product transactions is
consistent
with
the
existing
operational
strategies
and
whether the exposure to risk is
within the scope tolerated by the
Company.
Amendment in
accordance
with
legislation.
Board
of
Directors
shall
manage
derivative
product
transactions
in
accordance
with
the
following
principles:
(I)
Perform regular assessment as to
whether the risk management
measures
currently
used
is
appropriate and carried out in due
compliance with this procedure
and applicable legislations.
(II)
Supervise transactions and profit
and loss status. Upon discovery
of any anomaly, adopt necessary
response measures and report to
the
Board
of
Directors
immediately.
If
there
are
independent
directors,
the
independent directors shall attend
the board meeting and voice their
opinions.
Board
of
Directors
shall
manage
derivative
product
transactions
in
accordance
with
the
following
principles:
(I)
Perform regular assessment as to
whether the risk management
measures
currently
used
is
appropriate and carried out in due
compliance with this procedure
and applicable legislations.
(II)
Supervise transactions and profit
and loss status. Upon discovery
of any anomaly, adopt necessary
response measures and report to
the
Board
of
Directors
immediately.
If
there
are
independent
directors,
the
independent directors shall attend
the board meeting and voice their
opinions.
Board
of
Directors
shall
manage
derivative
product
transactions
in
accordance
with
the
following
principles:
(I)
Perform regular assessment as to
whether the risk management
measures
currently
used
is
appropriate and carried out in due
compliance with this procedure
and applicable legislations.
(II)
Supervise transactions and profit
and loss status. Upon discovery
of any anomaly, adopt necessary
response measures and report to
the
Board
of
Directors
immediately.
If
there
are
independent
directors,
the
independent directors shall attend
the board meeting and voice their
opinions.
II. The high-level person authorized by the
Board
of
Directors
shall
manage
derivative
product
transactions
in
accordance
with
the
following
principles:
(I)
Perform regular assessment as to
whether the risk management
measures
currently
used
is
appropriate and carried out in due
compliance with this procedure
and applicable legislations.
(II)
Supervise transactions and profit
and loss status. Upon discovery
of any anomaly, adopt necessary
response measures and report to
the
Board
of
Directors
immediately.

opinions.
Article 17 (Date of Amendment)
This procedure was amended on
2014.
11 June (Date of Amendment)
This procedure was amended on 28 May
2003.
Describes date
of
amendment.