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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION — AGM Information 2014
Jun 23, 2014
52019_rns_2014-06-23_bc9e5a78-ea36-42cd-bdef-55e7b86feff2.pdf
AGM Information
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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
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I. Time: 9am, June 11 , 2014 (Wednesday)
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II. Location: Meeting Hall, Mingshen Community Center, 4F, No. 163-1, Section 5, Mingshen East Road, Taipei City
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III. The start of the meeting is announced
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IV. Chairman’s statement
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V. Reported Matters
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(I) Report on 2013 annual operation
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(II) Supervisors’ report on audit of 2013 closing statements
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VI. Approval Matters
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(I) Approval of 2013 closing statements
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(II) Approval of 2013 profit distribution proposal
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VII. Discussion Matters
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(I) Discussion about amendment to certain clauses of the Articles of Association of the Company
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(II) Discussion about amendment to certain clauses of the Procedure for Endorsement and Guarantee of the Company
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(III) Discussion about amendment to certain clauses of the Procedure for Fund Lending of the Company
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(IV) Discussion about amendment to certain clauses of the Procedure for Acquisition or Disposal of Assets of the Company
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(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.
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(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:
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(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. |
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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. |
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|---|---|---|---|
| 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. |
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|---|---|---|---|---|
| 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. |
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|---|---|---|---|---|
| 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 |
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| 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. |
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|---|---|---|---|
| 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. |
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| 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. |
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| 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 . |
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|---|---|---|---|---|---|
| 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. |
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| 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$500 Million. |
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| Article 29 | (Date of Amendment) This procedure was amended on 2014. |
11 June | (Date of Amendment) This procedure was amended on 13 June 2012. |
Describes date of amendment. |
Attachment 8
Synnex Technology International Corporation
Comparison of Amended Clauses Procedure for Derivative Product Transactions
| Clause | Amended Clause | Amended Clause | Original Clause | Reason for amendment |
|---|---|---|---|---|
| Article 1 | (Basis) This procedure isestablished in accordance with the legislations of the competent authority and the operational and management requirements. |
(Basis) This procedure is established in accordance with the letter from the Securities and Futures Commission of the Ministry of Finance (2002) Tai-Cai-Zheng (I) No. 0910006105 dated 10 December 2002. |
Describes basis of establishment of the procedure. |
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| Article 7 | (Procedure) I. Authorized Amount Routine Foreign Exchange Transaction The authorized amount table is established in accordance with the growth of the company’s turnover and risk management and becomes effective after the Chairman’s approval. The table shall also be submitted tothe next meeting of the Board of Directors for reference. The same shall be applicable in case of any amendment. Authorizing Party Single Closing Amount(US$) 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. |
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| 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. |
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opinions. |
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| 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. |