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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AGM Information 2017

Aug 3, 2017

52019_rns_2017-08-03_93af0bc1-fa39-4b55-aa6c-436ff99ea18a.pdf

AGM Information

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Synnex Technology International Corp. 2017 General Shareholders’ Meeting Minute

Agenda for 2017 General Shareholders’ Meeting of Synnex Technology International Corp.

  • I. Time: 9 a.m., 7 June 2017(Wednesday)

  • II. Location: Auditorium, 3F, Central Pictures Ba-De Building, No. 260, Section 2, Ba-De Road, Taipei City

  • III. Total outstanding Synnex shares：1,667,946,968shares

  • IV. Total shares represented by shareholders present in person or by proxy： 1,177,807,229 shares Percentage of shares held by shareholders present in person or by proxy：70.61%

  • V. Chairman：Miau Feng-Chiang, the Chairman of the Board of Directors

  • VI. Recorder：Lin Shu-Chen

  • VII. Directors present：Director Tu Shu-Wu, Independent Director Way Yung-Do and Mitac Inc. Representative Director Yang Hsiang-Yun

  • VIII. Announcement to start meeting

  • IX. Chairman’s Statements (omitted)

  • X. Reports

No. 1

Subject: The Company’s 2016 business report is submitted for review. Explanation: Please refer to Attachment 1.

No. 2

Subject: The Audit Committee's report on the audit on the Company's 2016 closing statements is submitted for review.

Explanation: Please refer to Attachments 2 and 3.

No. 3

  • Subject: The Report on 2016 profit distributable as employee's compensation and director's compensation is submitted for review.

Explanation:

  • (1)In accordance with Article 38 of the Articles of Incorporation, the Company shall provide the balance, no more than 10% and no less than 0.01% as employee's compensation and no more than 1% as director's compensation, after its losses have been covered by Income before tax without employee's compensation and director's compensation being taken off in the current year.

  • (2)It is proposed to issue 0.012% employee's compensation totaling NT$600,000 and

  • 0.12% director's compensation totaling NT$6,000,000 in 2016, all of which to be issued in cash.

No. 4

  • Subject: The report on merger and acquisition of BestCom Infotech Corp. in 2016 is submitted for review.

Explanation:

  • (1) In respond to the consideration of future management strategy and integration of group resources, as approved by Audit Committee/Special Committee and Board of Directors of both parties on April 27, 2016, the Company and the subsidiary BestCom Infotech Corp., in which the Company holds 96.27% of stocks, carried out conversion of stock in accordance with Article 30 of Enterprises Mergers and Acquisitions Act, the record date of conversion of stock was July 18, 2016, after conversion, BestCom Infotech Corp. became the subsidiary 100% held by the Company.

  • (2) These conversion of stock case has been completed and the change registration has been approved by Ministry of Economic Affairs on August 29, 2016 for the record.

  • (3) This Subject is reported at this General Shareholders’ Meeting in accordance with Article 7(2) of Enterprises Mergers and Acquisitions Act.

The shareholder (Account No. 90070014) has raised the following questions: (i) the company’s structure (ii) the market strategy of china, the performance within three years and its benefits in the future and (iii) the compliance of the corporate governance. After replying by the chairman and his appointee, the shareholder didn’t have other comments further.

XI. Approvals

No. 1 (Proposed by Board of Directors)

Subject: The Company’s 2016 closing statements are submitted for approval. Explanation:

  • (1) The Company's 2016 business report and financial statements have been approved

  • by board resolution and submitted to the Audit Committee for audit.Please refer to

Attachments 1 and 3 for relevant information.

(2) Please approve.

Resolution: Voting Results：Shares represented at the time of voting：1,177,807,229

VotingResults* % of the total represented sharepresent
Votes in favor：993,672,760votes
(578,666,948 votes)		 84.36%
Votes against：158,574 votes
(158,574 votes)		 0.01%
Votes invalid：none 0.00%
Votes abstained：183,975,895votes
(181,948,746 votes)		 15.62%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

No. 2 (Proposed by Board of Directors)

Subject: The Company’s 2016 profit distribution proposal is submitted for approval. Explanation:

(1)The Company realized after-tax profit of NT$4,876,678,550 in 2016. The profit distribution table is provided below. Cash dividend for this year will be distributed with the minimum unit of N$1 (digits after the decimal point to be ignored). The total number of fractional shares will be included as the Company's other income. In this year's profit distribution, profit realized in 2016 will first be distributed. Any shortfall will then be distributed out of the undistributed profit after 1998.

2016 Profit Distribution Table

Unit: NT$

(I) Carry-forward of undistributed profit
from previous period
Minus: Adjustment for 2016 reserved
earnings
Undistributed profit after adjustment

(II) Plus: Net profit after tax in current period
Minus: Provision of legal reserve
Minus: Special reserve
Balance distributable for current year
Distributable profit in this period

(III) Distribution in this period
Shareholder dividend in cash ($1 per share)
Total amount of distribution

(IV) Undistributedprofit carried over to
3,200,927,051

(85,541,845)
3,115,385,206

4,876,678,550
(487,667,855)
(2,710,804,399)
1,678,206,296
4,793,591,502
(1,667,947,000)
(1,667,947,000)

3,125,644,502

following year

  • (2) Before the record date for cash dividend distribution, if the Company's number of outstanding shares is affected by any capital increase, any share buy-back or any transfer, conversion or cancellation of treasury shares, employee stock options, corporate bonds or shareholding waiver by any shareholder, and if the shareholders dividend distribution ratio is changed accordingly, the Board of Directors is authorized to make necessary adjustments and has the full discretion to handle relevant matters.

(3) Please approve.

The shareholder (Account No. 90070014) has raised the following questions: (i) the debt ratio (ii)cash flow gap analysis and (iii) the policy of account receivable between its affiliates. After replying by the chairman and his appointee, the shareholder didn’t have other comments further.

Resolution: Voting Results：Shares represented at the time of voting：1,177,807,229

VotingResults* % of the total represented sharepresent
Votes in favor：996,935,187 votes
(563,514,611 votes)		 84.64%
Votes against：859,909 votes
(859,909 votes)		 0.07%
Votes invalid：none 0.00%
Votes abstained：180,012,133 votes
(177,984,984 votes)		 15.28%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

XII. Discussions

No. 1(Proposed Board of Directors)

Subject:The amendment to certain provisions of the Articles of Incorporation is submitted for discussion.

Explanation:

  • (1) It is proposed that certain provisions of the Articles of Incorporation be amended in accordance with the actual requirements of the Company. Please refer to Attachment 4 for the Comparison Table for Amendments to the Articles of Incorporation.

(2)Please approve.

Resolution: Voting Results：Shares represented at the time of voting：1,177,807,229

VotingResults* % of the total represented sharepresent
Votes in favor：997,517,341 votes 84.69%
(582,511,529 votes)
Votes against：170,933 votes
(170,933 votes)		 0.01%
Votes invalid：none 0.00%
Votes abstained：180,118,955 votes
(178,091,806 votes)		 15.29%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

No. 2 (Proposed Board of Directors)

Subject: The amendment to certain provisions of the Procedure for Acquisition or Disposal of Assets is submitted for discussion.

Explanation:

  • (1) It is proposed that certain provisions of the Procedure for Acquisition or Disposal of Assets be amended in accordance with the law. Please refer to Attachment 5 for the Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets.

(2) Please approve.

Resolution: Voting Results：Shares represented at the time of voting：1,177,807,229

VotingResults* % of the total represented sharepresent
Votes in favor：997,550,544 votes
(582,544,732 votes)		 84.69%
Votes against：174,830 votes
(174,830 votes)		 0.01%
Votes invalid：none 0.00%
Votes abstained：180,081,855 votes
(178,054,706 votes)		 15.28%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

XIII. Motion：None

XIV. Adjournment

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

1100
1110
1125
1150
1160
1170
1180
1200
1210
1220
130X
1410
1470
11XX
1523
1543
1550
1600
1760
1780
1840
1900
15XX
1XXX		 Assets Notes
6(1)
6(2)
6(3)
6(5)
7
6(6)
7
6(8)
7
6(29)
6(9)
8
6(3)
6(4)
6(10)
6(11)
6(12)
6(13)
6(29)
6(6)(14)
and 8		 Amount
%
7,474,322
$ 6
534,178
1
1,506,147
1
7,685,827
6
240
-
40,830,646
32
384,225
-
7,344,037
6
590
-
222,828
-
33,648,105
26
2,394,068
2
158,110
-
102,183,323
80
51,269
-
1,723,497
1
11,132,423
9
6,835,286
5
1,331,010
1
702,559
1
1,307,316
1
2,564,487
2
25,647,847
20
127,831,170
$ 100
December31,2016		 December31,2015 December31,2015
Amount
7,474,322
$ 534,178
1,506,147
7,685,827
240
40,830,646
384,225
7,344,037
590
222,828
33,648,105
2,394,068
158,110
102,183,323
51,269
1,723,497
11,132,423
6,835,286
1,331,010
702,559
1,307,316
2,564,487
25,647,847
127,831,170
$		 Amount
13,898,657
$ 424,108
1,415,009
8,187,190
-
38,147,636
104,175
7,723,546
62,718
172,509
35,258,681
2,769,713
466,222
108,630,164
18,290
1,805,312
11,161,302
7,060,838
1,511,552
449,841
1,188,197
2,962,022
26,157,354
134,787,518
$		 %
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss-current
Available-for-sale financial assets-current
Notes receivable-net
Notes receivable-related parties-net
Accounts receivable-net
Accounts receivable-related parties-net
Other receivables
Other receivables-related parties
Current tax assets
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Available-for-sale financial assets-noncurrent
Financial assets measured at cost-noncurrent
Investments accounted for under the equity method
Property, plant and equipment, net
Investment property, net
Intangible assets
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets		 11
-
1
6
-
28
-
6
-
-
26
2
1
81
-
2
8
5
1
-
1
2
19
100

(Continued)

~ 11 ~

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2100
2110
2120
2150
2170
2180
2200
2220
2230
2300
21XX
2570
2600
25XX
2XXX
3110
3200
3310
3320
3350
3400
31XX
36XX
3XXX
3X2X		 Liabilities andEquity Notes
6(15)
6(16)
6(2)
7
7
6(17)
7
6(29)
6(29)
6(18)
6(19)
6(20)
6(21)
6(22)
9
11		 Amount
%
38,687,813
$ 30
5,420,000
4
-
-
1,564,010
1
29,540,632
23
-
-
6,749,042
6
3,953
-
1,043,353
1
314,517
-
83,323,320
65
144,304
-
481,050
1
625,354
1
83,948,674
66
16,679,470
13
14,196,063
11
6,415,402
5
126,513
-
7,992,064
6
2,837,318)
(
2)
(
42,572,194
33
1,310,302
1
43,882,496
34
127,831,170
$ 100
December31,2016		 December31,2015 December31,2015
Amount
38,687,813
$ 5,420,000
-
1,564,010
29,540,632
-
6,749,042
3,953
1,043,353
314,517
83,323,320
144,304
481,050
625,354
83,948,674
16,679,470
14,196,063
6,415,402
126,513
7,992,064
2,837,318)
(

42,572,194
1,310,302
43,882,496
127,831,170
$		 Amount
47,654,101
$ 5,300,000
7,684
1,252,099
28,783,381
12,196
5,842,171
8,809
1,229,110
255,156
90,344,707
111,979
455,540
567,519
90,912,226
15,885,209
14,139,722
6,096,802
-
6,823,082
126,513)
(
42,818,302
1,056,990
43,875,292
134,787,518
$		 %
Current liabilities
Short-term borrowings
Short-term notes and bills payable
Financial liabilities at fair value through profit or loss
-current
Notes payable
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Current income tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent
Share capital
Share capital-common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Equity attributable to owners of the parent
Non-controlling interest
Total equity
Significant contingent liabilities and unrecognized
contract commitments
Significant events after the balance sheet date
Total liabilities and equity		 36
4
-
1
21
-
4
-
1
-
67
-
-
-
67
12
10
5
-
5
-
32
1
33
100

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 17, 2017.

~ 12 ~

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2016 AND 2015

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

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 of associates and joint ventures accounted for under
the equity method
7000
Total non-operating income and expenses
7900
Profit before tax
7950
Income tax expense
8200
Profit
Other comprehensive income
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8349
Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
8310
Components of other comprehensive (loss) income that will
not be reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Cumulative translation differences of foreign operations
8362
Unrealized loss on valuation of available-for-sale financial assets
8370
Share of other comprehensive income of associates and joint
ventures accounted for using equity method, components of
other comprehensive income that will be reclassified to profit
or loss
8360
Components of other comprehensive (loss) income that will be
reclassified to profit or loss
8300
Other comprehensive (loss) 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		 Notes Years ended December 31, Years ended December 31, Years ended December 31,
2016 %
100
97)
(
3
1)
(
1)
(
2)
(
1
-
-
-
1
1
2
-
2
-
-
-
1)
(
-
-
1)
(
1)
(
1
2
-
2
1
-
1
2.92
2.92		 2015
Amount
342,696,453
$ 330,565,489)
(
12,130,964
4,301,741)
(
3,559,991)
(
7,861,732)
(
4,269,232
1,297,200
647,223)
(
656,692)
(
1,462,960
1,456,245
5,725,477
600,741)
(
5,124,736
$ 22,502)
($ 3,785
18,717)
(
2,788,753)
(
263,666
180,463)
(
2,705,550)
(
2,724,267)
($ 2,400,469
$ 4,876,679
$ 248,057
5,124,736
$ 2,147,157
$ 253,312
2,400,469
$ $		 Amount
322,133,452
$ 310,541,679)
(
11,591,773
4,357,619)
(
3,285,583)
(
7,643,202)
(
3,948,571
1,909,629
2,693,726)
(
831,145)
(
1,404,223
211,019)
(
3,737,552
318,875)
(
3,418,677
$ 11,426)
($ 1,563
9,863)
(
85,034)
(
116,226)
(
106,669)
(
307,929)
(
317,792)
($ 3,100,885
$ 3,185,995
$ 232,682
3,418,677
$ 2,925,730
$ 175,155
3,100,885
$ $		 %
6(23) and 7
6(9)
6(18)(27)(28)
6(24)
6(25)
6(26)
6(10)
6(29)
6(29)
6(22)
6(3)(22)
6(10)(22)
6(29)
6(29)		 100
97)
(
3
1)
(
1)
(
2)
(
1
1
1)
(
-
-
-
1
-
1
-
-
-
-
-
-
-
-
1
1
-
1
1
-
1
1.91
$ $ 1.91

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 17, 2017.

~ 13 ~

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2015
Balance at January 1, 2015
Appropriations of 2014 earnings
Provision for legal reserve
Provision for special reserve
Distribution of cash dividend
Change in net assets of the associate and joint
ventures accounted for under the equity method
Other comprehensive loss for 2015
Net income for 2015
Balance at December 31, 2015
2016
Balance at January 1, 2016
Appropriations of 2015 earnings
Provision for legal reserve
Provision for special reserve
Distribution of cash dividend
Distribution of stock dividend
Change in net assets of the associate and joint
ventures accounted for under the equity method
Other comprehensive loss for 2016
Net income for 2016
Balance at December 31, 2016		 Notes Share capital-
common stock		 Capital surplus Retained earnings Otherequityinterest Otherequityinterest Total Non-controlling
interest		 Total equity
Legal reserve Special reserve Unappropriated
retained earnings		 Cumulative
translation
differences of
foreign operations		 Unrealized gain or
loss on available
-for-sale financial
assets
6(21)
6(22)
6(21)
6(22)		 15,885,209
$ -
-
-
-
-
-
15,885,209
$ 15,885,209
$ -
-
-
794,261
-
-
-
16,679,470
$		 14,331,857
$ -
-
-
192,135)
(
-
-
14,139,722
$ 14,139,722
$ -
-
-
-
56,341
-
-
14,196,063
$		 5,594,393
$ 502,409
-
-
-
-
-
6,096,802
$ 6,096,802
$ 318,600
-
-
-
-
-
-
6,415,402
$		 1,965,774
$ -
1,965,774)
(
-
-
-
-
-
$ -
$ -
126,513
-
-
-
-
-
126,513
$		 7,425,704
$ 502,409)
(
1,965,774
5,242,119)
(
-
9,863)
(
3,185,995
6,823,082
$ 6,823,082
$ 318,600)
(
126,513)
(
2,382,781)
(
794,261)
(
66,825)
(
18,717)
(
4,876,679
7,992,064
$		 65,918
$ -
-
-
-
132,916)
(
-
66,998)
($ 66,998)
($ -
-
-
-
-
2,977,178)
(
-
3,044,176)
($		 57,971
$ -
-
-
-
117,486)
(
-
59,515)
($ 59,515)
($ -
-
-
-
-
266,373
-
206,858		 45,326,826
$ -
-
5,242,119)
(
192,135)
(
260,265)
(
3,185,995
42,818,302
$ 42,818,302
$ -
-
2,382,781)
(
-
10,484)
(
2,729,522)
(
4,876,679
42,572,194
$		 881,835
$ -
-
-
-
57,527)
(
232,682
1,056,990
$ 1,056,990
$ -
-
-
-
-
5,255
248,057
1,310,302
$		 46,208,661
$ -
-
5,242,119)
(
192,135)
(
317,792)
(
3,418,677
43,875,292
$ 43,875,292
$ -
-
2,382,781)
(
-
10,484)
(
2,724,267)
(
5,124,736
43,882,496
$

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

See report of independent accountants dated March 17, 2017.

~ 14 ~

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2016 AND 2015

(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 (used in)
provided by operating activities
Income and expenses having no effect on cash flows
Depreciation
Amortization
Amortization of land use rights
Provision for bad debts expense
Net loss (gain) on financial assets/liabilities at fair value through profit
or loss
Decline in (gain from reversal of) market value and loss for obsolete and
slow-moving inventories
Loss on obsolescence
Interest expense
Interest income
Dividend income
Loss (gain) on disposal of financial assets
Impairment loss on financial assets
Share of profit of associates and joint ventures accounted for under the
equity method
Cash dividends on investments accounted for under the equity method
Loss (gain) on disposal of investments accounted for under the equity
method
Loss on remeasurement recognition of investments accounted for under
the equity method at fair value
Loss (gain) on disposal of property, plant and equipment and investment
property
Depreciation of investment property
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
Long-term lease and installment receivables
Net changes in liabilities relating to operating activities
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow (outflow) generated from operations
Interest paid
Interest received
Dividend received
Income tax paid
Net cash provided by (used in) operating activities		 Notes 2016
2015
Years ended December 31,		 2016
2015
Years ended December 31,
2016
6(11)(27)
6(13)(27)
6(14)
6(5)(6)
6(2)(25)
6(9)
6(9)
6(26)
6(24)
6(24)
6(25)
6(25)
6(10)
6(25)(31)
6(25)
6(12)		 5,725,477
$ 347,261
57,596
21,610
379,780
103,820)
(
13,408
5,941
656,692
429,641)
(

143,936)
(
135,699)
(
40,000
1,462,960)
(
302,920
127,709)
(
42,359
303
62,411
13,934)
(
545,345)
(

2,210,520

483,004
393,035
334,430
71,577)
(
22,988
438,042
730,522
52,330
36,557
9,322,565

667,896)
(
429,641
143,936
972,001)
(
8,256,245		 3,737,552
$ 310,258
31,981
-
1,050,386
18,437)
(
40,569)
(
5,449
831,145
1,027,500)
(
124,749)
(
-
85,000
1,404,223)
(
282,889
-
-
12,739
63,942
391,320)
(
1,181,364)
(
4,041,646)
(
314,521)
(
4,582
251,729
883,799)
(
-
651,601)
(
722,012)
(
69,505)
(
12,049
4,191,545)
(
834,406)
(
1,027,500
124,749
926,725)
(
4,800,427)
(

(Continued)

~ 15 ~

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of financial assets carried at cost
Proceeds from disposal of investments accounted for using equity method
Net cash flow from acquisition of subsidiaries (net of cash acquired)
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment and investment
property
Increase in investment property
Acquisition of intangible assets
(Increase) decrease in refundable deposits
Decrease (increase) in restricted time deposits
(Increase) decrease in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans
Decrease in short-term notes and bills payable
Decrease in guarantee deposits received
Decrease in long-term loans
Payment of cash dividends
Net cash (used in) provided by financing activities
Effects of changes in foreign exchange rates
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year		 Notes 2016
2015
Years ended December 31,		 2016
2015
Years ended December 31,
2016
6(31)

6(33)
6(21)		 232,517
$ 114,827
250,357
945,088)
(
513,982)
(
7,780
438)
(
86,271)
(
465,345)
(
799,858
132,281)
(
738,066)
(
9,216,677)
(
180,000)
(
31,642)
(
-
2,382,781)
(
11,811,100)
(
2,131,414)
(
6,424,335)
(
13,898,657
7,474,322
$		 -
$ 800
-
-
970,911)
(
34,353
3,969)
(
31,287)
(
19,621
202,397)
(
4,535
1,149,255)
(
7,687,743
1,130,000)
(
68,873)
(
4,041,750)
(
5,242,119)
(
2,794,999)
(
11,150
8,733,531)
(
22,632,188
13,898,657
$

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 17, 2017.

~ 16 ~

Attachment 4

Synnex Technology International Corporation Comparison Table for Amendment to the Articles of Incorporation

No. Amended Clause Original Clause Reason for
Amendment
Article 2` The
Company
operates
the
following businesses:
1. F113050
Computer
and
business
machine
and
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 agency business.
8. CC011110
Computer
and
peripheral
equipment
manufacturing business.
9. JA02010 Electric appliance and
electronic
product
repair
business.
10. F401021 Telecommunications
control emission equipment
importation business.
11. G801010
Warehousing
business.
12. F401010 International trade
business.
13. I301010 Information software
service business.
14. ZZ999999 Any business that is
not prohibited or restricted by
law, except business requiring
approval.
15. F108031 Medical equipment
wholesale business.
16. F208031 Medical equipment
retail business.		 The
Company
operates
the
following businesses:
1.
F113050
Computer
and
business
machine
and
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 agency business.
8. CC011110
Computer
and
peripheral
equipment
manufacturing business.
9. JA02010 Electric appliance and
electronic
product
repair
business.
10. F401021 Telecommunications
control emission equipment
importation business.
11. G801010
Warehousing
business.
12. F401010 International trade
business.
13. I301010 Information software
service business.
14. ZZ999999 Any business that is
not prohibited or restricted by
law, except business requiring
approval.
15. F108031 Medical equipment
wholesale business.
16. F208031 Medical equipment
retail business.
17. ~~G101061~~
~~Truck~~
~~Freight~~
~~Transportation.~~		 Amendment
pursuant
to
actual
requirement.
Article 41 These articles of association were
established through unanimous
approval by all founders on 1
September 1988 and took official
effect after approval by the
competent authority. The same		 These articles of association were
established through unanimous
approval by all founders on 1
September 1988 and took official
effect after approval by the
competent authority. The same		 The number of
date
of
the
current
amendment are
added.
shall be applicable in case of any
amendment.
The
first
amendment was made on 27
September 1990. The second
amendment was made on 18 June
1991. The third amendment was
made on 6 April 1992. The
fourth amendment was made on
18 March 1993. The fifth
amendment was made on 22
October
1993.
The
sixth
amendment was made on 11
May
1994.
The
seventh
amendment was made on 20 May
1995. The eighth amendment
was made on 28 March 1996.
The ninth amendment was made
on 18 April 1997. The tenth
amendment was made on 18 April
1997. The eleventh amendment
was made on 13 May 1998. The
twelfth amendment was made on
7 May 2000. The thirteenth
amendment was made on 2 May
2000.
The
fourteenth
amendment was made on 11 May
2001. The fifteenth amendment
was made on 21 May 2002. The
sixteenth amendment was made
on
28
May
2003.
The
seventeenth
amendment
was
made on 10 June 2005. The
eighteenth amendment was made
on 13 June 2007. The nineteenth
amendment was made on 11 June
2008.
The
twentieth
amendment was made on 17 June
2010.
The
twenty-first
amendment was made on 10 June
2011.
The
twenty-second
amendment was made on 13 June
2012.
The
twenty-third

shall be applicable in case of any
amendment.
The
first
amendment was made on 27
September 1990. The second
amendment was made on 18 June
1991. The third amendment was
made on 6 April 1992. The
fourth amendment was made on
18 March 1993. The fifth
amendment was made on 22
October
1993.
The
sixth
amendment was made on 11
May
1994.
The
seventh
amendment was made on 20 May
1995. The eighth amendment
was made on 28 March 1996.
The ninth amendment was made
on 18 April 1997. The tenth
amendment was made on 18 April
1997. The eleventh amendment
was made on 13 May 1998. The
twelfth amendment was made on
7 May 2000. The thirteenth
amendment was made on 2 May
2000.
The
fourteenth
amendment was made on 11 May
2001. The fifteenth amendment
was made on 21 May 2002. The
sixteenth amendment was made
on
28
May
2003.
The
seventeenth
amendment
was
made on 10 June 2005. The
eighteenth amendment was made
on 13 June 2007. The nineteenth
amendment was made on 11 June
2008.
The
twentieth
amendment was made on 17 June
2010.
The
twenty-first
amendment was made on 10 June
2011.
The
twenty-second
amendment was made on 13 June
2012.
The
twenty-third
amendment was made on 11 June
2014.
The
twenty-fourth
amendment was made on 12 June
2015.
The
twenty-fifth
amendment was made on 8 June
2016.
The
twenty-sixth
amendment was made on 7 June
2017.		 amendment was made on 11 June
2014.
The
twenty-fourth
amendment was made on 12 June
2015.
The
twenty-fifth
amendment was made on 8 June
2016.

Attachment 5

Synnex Technology International Corporation Comparison Table on Amendments to the Procedures for Acquisition or Disposal of Assets

No. Amended clause Original clause Reason
for
amendment
Article 2 (Scope of application)
The scope of assets so-called in these
Regulations includes:
I.
Stock, government bonds, corporate
bonds, financial bonds; negotiable
securities, depository receipt, call
(put)warrant
,beneficial securities and
asset-backed
securities
etc.
in
recognition of funds.
II. Real estate (including land, house and
building, investment property and
land use right) and equipment.
III. Membership certificate.
IV. Intangible assets such as patent right,
copyright,
trademark
right
and
chartered right etc.
V. Derivatives.
VI. Assets acquired or disposed through
merger,
division,
acquisition
or
assignment of share pursuant to law.
VII. Advances of long-term investment
nature provided to subsidiary.
VIII.
Other important assets.
Matters related to the acquisition and
disposal of assets mentioned above shall be
handled
in
accordance
with
these
Regulations.		 (Scope of application)
The scope of assets so-called in these
Regulations includes:
I.
Stock,
government
bonds,
corporate
bonds,
financial
bonds;
negotiable
securities, depository receipt, call (put)
~~certificate~~
~~,~~
beneficial
securities
and
asset-backed securities etc. in recognition
of funds.
II. Real estate (including land, house and
building, investment property and land
use right) and equipment.
III. Membership certificate.
IV. Intangible assets such as patent right,
copyright, trademark right and chartered
right etc.
V. Derivatives.
VI. Assets acquired or disposed through
merger, division, acquisition or assignment
of share pursuant to law.
VII. Advances of long-term investment nature
provided to subsidiary.
VIII.
Other important assets.
Matters related to the acquisition and disposal of
assets mentioned above shall be handled in
accordance with these Regulations.		 Amendment in
accordance with
the law.
Article 6 (Procedures for acquisition and disposal of
real estate and equipment)
Clause I~III (not amended, omitted)
IV. Real estate or equipment valuation report
For the real estate or equipment acquired or
disposed by the Company, apart from those
transacted with government agency, built on
private land or leased land,or acquired or		 (Procedures for acquisition and disposal of real
estate and equipment)
IV. Real estate or equipment valuation report
For the real estate or equipment acquired or
disposed by the Company, apart from those
transacted with government agency, built on
private land or leased land,or acquired or		 Amendment in
accordance with
the law.

disposed for business use, if the transaction disposed for business use, if the transaction amount thereof reaches to twenty percent of amount thereof reaches to twenty percent of paid-up capital of the Company or NT$300 paid-up capital of the Company, ~~ten percent of~~ Million, the valuation report issued by ~~total assets,~~ or NT$300 Million, the valuation professional valuator shall be acquired before report issued by professional valuator shall be the occurrence date, and shall comply with acquired before the occurrence date, and shall the following rules: comply with the following rules:

(I) When the limited price, specified price or (I) When the limited price, specified price special price is taken as reference for the or special price is taken as reference transaction price due to special reasons, for the transaction price due to special such transaction shall first be proposed reasons, such transaction shall first be to and passed by board resolution, in proposed to and passed by board case of change of transaction conditions resolution, in case of change of in the future, the foregoing procedures transaction conditions in the future, shall also apply accordingly. the foregoing procedures shall also (II) If the transaction amount reaches to over apply accordingly. NT$1 Billion, two or more professional (II) If the transaction amount reaches to valuators shall be appointed for over NT$1 Billion, two or more valuation. professional valuators shall be (III) If the valuation results of professional appointed for valuation. valuator have any one of the following (III) If the valuation results of professional circumstances, except that all valuation valuator have any one of the following results of acquired assets are higher than circumstances, except that all the transaction amount, or all valuation valuation results of acquired assets are results of disposed assets are lower than higher than the transaction amount, the transaction amount, accountants or all valuation results of disposed shall be appointed to handle according to assets are lower than the transaction No. 20 regulations of Statement of amount, accountants shall be Auditing Standards issued by Accounting appointed to handle according to No. Research and Development Foundation, 20 regulations of Statement of and express specific opinions on the Auditing Standards issued by reasons for difference and the Accounting Research and appropriateness of transaction price. Development Foundation, and express 1. The difference between valuation specific opinions on the reasons for result and transaction amount difference and the appropriateness of reaches to over twenty percent of transaction price. the transaction amount. 1. The difference between valuation 2. The difference between the valuation result and transaction amount results of two or more professional reaches to over twenty percent of valuators reaches to over ten percent the transaction amount. of the transaction amount. 2. The difference between the (IV) The date of report issuing by professional

valuation results of two or more
professional valuators reaches to
over ten percent of the transaction
amount.
(IV) The
date
of
report
issuing
by
professional valuator shall not be over
three months later than the contract
date. But if the report applies the
assessed present value of the same
period and not exceeds six months,
submissions may be issued by the
originalprofessional valuator.		 valuator shall not be over three months
later than the contract date. But if the
report applies the assessed present value
of the same period and not exceeds six
months, submissions may be issued by
the original professional valuator.
Article 8 (Procedures for acquisition and disposal of
membership certificate, intangible assets and
other important assets)
Clause I~III not amended, omitted
IV. Obtain expert's opinion
If the transaction amount of the Company in
acquisition or disposal of membership
certificate or intangible assets reaches to
twenty percent of paid-up capital of the
company or over NT$300 Million, except for
the transaction with governmentagency,
accountants shall be appointed to give
opinions on the reasonableness of transaction
price before the occurrence date, and the
said accountants shall handle according to
No. 20 regulations of Statement of Auditing
Standards issued by Accounting Research and
Development Foundation,		 (Procedures for acquisition and disposal of
membership certificate, intangible assets and
other important assets)
IV. Obtain expert's opinion
If the transaction amount of the Company in
acquisition or disposal of membership certificate
or intangible assets reaches to twenty percent of
paid-up capital of the company or over NT$300
Million, except for the transaction with
government~~authority~~
~~,~~accountants shall be
appointed
to
give
opinions
on
the
reasonableness of transaction price before the
occurrence date, and the said accountants shall
handle according to No. 20 regulations of
Statement of Auditing Standards issued by
Accounting
Research
and
Development
Foundation,		 Amendment in
accordance with
the law.
Article 9 (Procedures for handling interested party
transaction)
I. Not amended, omitted.
II. For the assets of interested party as
mentioned in Paragraph 1 of this
article that are acquired or disposed
by the Company, except for the sales
of bonds, bonds with request for
purchase or sale, and subscription or
buyback
of money market fundissued
by domestic securities investment
trust
enterprise
,
the
transaction		 (Procedures for handling interested party
transaction)
I. Not amended, omitted.
II. For the assets of interested party as
mentioned in Paragraph 1 of this article
that are acquired or disposed by the
Company, except for the sales of bonds,
bonds with request for purchase or sale,
and
subscription
or
~~redemption~~
of
domestic
money
market
fund,
the
transaction contract thereof may be
signed and thepayment thereof maybe		 Amendment in
accordance with
the law.
contract thereof may be signed and
the payment thereof may be made
only after the following materials are
consented by the Audit Committee
and submitted to Board of Directors
for approval:
(I)
The purpose, necessity
and
expected
benefits
of
assets
acquisition or disposal.
(II) The reason of selecting the
interested party as transaction
object.
(III) For the acquisition of real estate
from interested party, assess
relevant
materials
on
the
reasonableness
of
expected
transaction conditions pursuant
to
the
provisions
of
Subparagraph
(I)
and
(IV),
Paragraph III of this article.
(IV) Interested
party's
original
acquisition
date
and
price,
transaction object, and relations
between
the
company
and
interested party etc.
(V) Anticipate the cash payment and
receipts in each month in the
coming one year starting from
the
month
of
contract
conclusion,
and
assess
transaction necessity and the
reasonableness of application of
funds.
(VI) The
valuation
report
or
accountant's opinion issued by
professional
valuator
and
acquired
pursuant
to
the
provisions of preceding article.
(VII) Limiting
conditions
of
this
transaction and other important
matters agreed.		 made only after the following materials
are consented by the Audit Committee
and submitted to Board of Directors for
approval:
(I)
The purpose, necessity and expected
benefits of assets acquisition or
disposal.
(II) The
reason
of
selecting
the
interested
party
as
transaction
object.
(III) For the acquisition of real estate
from interested party, assess relevant
materials on the reasonableness of
expected
transaction
conditions
pursuant
to
the
provisions
of
Subparagraph (I) and (IV), Paragraph
III of this article.
(IV) Interested party's original acquisition
date and price, transaction object,
and relations between the company
and interested party etc.
(V) Anticipate the cash payment and
receipts in each month in the coming
one year starting from the month of
contract
conclusion,
and
assess
transaction
necessity
and
the
reasonableness of application of
funds.
(VI) The valuation report or accountant's
opinion
issued
by
professional
valuator and acquired pursuant to
the provisions of preceding article.
(VII) Limiting
conditions
of
this
transaction and other important
matters agreed.
Article 11 (Procedures for handling merger, division,
acquisition or assignment of share)
I. Assessment and operation procedure
(I) For handling of merger, division,
acquisition or assignment of share,
before convening the Board of
Directors Meeting for resolution,
the
Company
shall
appoint
accountant, lawyer or securities
underwriter to give opinions on the
reasonableness of exchange ratio,
acquisition price or the cash or
other properties of shareholders
distributed to, and propose it to the
Board of Directors for discussion
and approval.But for the Company's
merger of subsidiary in which it
directly or indirectly holds one
hundred percent of outstanding
shares or capital sum, or the merger
between the subsidiaries in which it
directly or indirectly holds one
hundred percent of outstanding
shares
or
capital
sum,
the
reasonableness opinions issued by
the foregoing experts may be
exempted.		 (Procedures for handling merger, division,
acquisition or assignment of share)
I. Assessment and operation procedure
(I) For handling of merger, division,
acquisition or assignment of share,
before
convening
the
Board
of
Directors Meeting for resolution, the
Company shall appoint accountant,
lawyer or securities underwriter to
give opinions on the reasonableness of
exchange ratio, acquisition price or the
cash
or
other
properties
of
shareholders
distributed
to,
and
propose it to the Board of Directors for
discussion and approval.		 Amendment in
accordance with
the law.
Article 13 (Time limits
and contents should be
announced and reported)
I. In case of any one of the circumstances
in assets acquisition or disposal, the
Company
shall
input
relevant
information
into
the
information
reporting
website
designated
by
competent authority in specified format
and content and according to the
nature thereof within two days as of
the occurrence date, and attach with
relevant
contract,
minute
book,
memorandum book, valuation report,
and submissions of accountant, lawyer
or
securities
underwriter
to
the		 (Time limits and contents should be announced
and reported)
I. In case of any one of the circumstances in
assets
acquisition
or
disposal,
the
Company shall input relevant information
into the information reporting website
designated by competent authority in
specified
format
and
content
and
according to the nature thereof within two
days as of the occurrence date, and attach
with relevant contract, minute book,
memorandum book, valuation report, and
submissions of accountant, lawyer or
securities underwriter to the Company,
except for otherwiseprescribed byother		 Amendment in
accordance with
the law.
Company,
except
for
otherwise
prescribed
by
other
laws,
such
attachments shall be kept for at least
five years:
(I) Acquire or dispose real estate from
interested party, or acquire or
dispose other assets other than real
estate from interested party and the
transaction amount thereof reaches
to twenty percent of company
paid-up capital, ten percent of total
assets, or over NT$300 Million. But
the sales of bonds, bonds with
request
for
purchase
or
sale,
subscription orbuyback
of money
market fundissued by domestic
securities
investment
trust
enterprise
are not subject to this
restriction.
(II) Carry
out
merger,
division,
acquisition or assignment of share.
(III) The loss in derivatives transactions
reaches to the total amount
stipulated in handling procedures
or the upper loss limit in individual
contract.
(IV)
The type of assets acquired or
disposed is the equipment for
business use, and the transaction
object thereof is not the interested
party, and the transaction amount
reaches to over NT$1 Billion.
(V)
For the real estate acquired by means
of construction on private or leased,
house distribution, sharing or sales
in joint construction, the transaction
amount expected to be input by the
Company reaches to over NT$500
Million.
(VI)
For the transaction of assets other
than those mentioned in foregoing
five
subparagraphs,
or
the		 laws, such attachments shall be kept for at
least five years:
(I) Acquire or dispose real estate from
interested party, or acquire or dispose
other assets other than real estate
from
interested
party
and
the
transaction amount thereof reaches to
twenty percent of company paid-up
capital, ten percent of total assets, or
over NT$300 Million. But the sales of
bonds,
bonds
with
request
for
purchase or sale, subscription or
redemption of domestic money market
fund are not subject to this restriction.
(II) Carry out merger, division, acquisition
or assignment of share.
(III) The loss in derivatives transactions
reaches
to
the
total
amount
stipulated in handling procedures or
the upper loss limit in individual
contract.
~~(IV)~~
~~F~~or the transaction of assets other than
those mentioned in foregoing~~three~~
subparagraphs, or the investment in
China
Mainland,
the
transaction
amount thereof reaches to twenty
percent of paid-up capital of the
Company or over NT$300 Million.
Except
for
under
the
following
circumstances:
1. Sales of bonds.
2. For professional investors, the
transaction
of
negotiable
securities in stock exchange at
home and abroad or business
place of securities dealer; or the
negotiable securities subscribed
investment in China Mainland, the
transaction amount thereof reaches
to twenty percent of paid-up capital
of the Company or over NT$300
Million. Except for under the
following circumstances:
1. Sales of bonds.
2. For professional investors, the
transaction
of
negotiable
securities in stock exchange at
home and abroad or business
place of securities dealer; or
the ordinary corporate bonds
subscribed,raised or issued
in
domestic
primary marketand
the general financial bonds not
involved in stock right
;or the
negotiable
securities
subscribed according to the
regulationsof Taipei Exchange
as
recommended
by
a
securities dealer acting as the
adviser of public company due
to
underwriting
business
needs.
3. The
sales
of
bonds
with
request for purchase or sale,
subscription orbuyback
of
money market fund issued by
domesticsecurities investment
trust enterprise
.
(VII)
The
calculation
methods
of
transaction amounts mentioned in
precedingsix subparagraphs
are as
follows:		 ~~by~~
~~securities~~
~~dealer~~
in
the
primary market according to the
regulations.
3. Sales of bonds with request for
purchase or sale, subscription or
~~redemption~~
~~o~~f domestic money
market fund.
~~4.~~
~~T~~he type of assets acquired or
disposed
is
the
~~machinery~~
equipment for business use, and
the transaction object thereof is
not the interested party, and the
transaction amount not reaches to
over NT$500 Million.
~~5.~~
~~F~~or the real estate acquired by
means of construction on private
or
leased,
house
distribution,
sharing
or
sales
in
joint
construction,
the
transaction
amount expected to be input by
the Company not reaches to over
NT$500 Million.
~~(V)~~
~~T~~he calculation methods of transaction
amounts mentioned in preceding~~four~~
~~subparagraphs~~
are as follows:
1. Every transaction amount.
2. The
cumulative
transaction
amount in the acquisition or
disposal of subject matter of the
same nature with the same
counterpart within one year.
3. The cumulative amount in the
acquisition
or
disposal
(cumulated in acquisition and
disposal respectively) of real
estate
under
the
same
development plan within one
year.
4. The cumulative amount in the
acquisition
or
disposal
(cumulated in acquisition and
II.
III.		 1. Every transaction amount.
2. The
cumulative
transaction
amount in the acquisition or
disposal of subject matter of the
same nature with the same
counterpart within one year.
3. The cumulative amount in the
acquisition or disposal (cumulated
in
acquisition
and
disposal
respectively) of real estate under
the same development plan within
one year.
4. The cumulative amount in the
acquisition or disposal (cumulated
in
acquisition
and
disposal
respectively)
of
the
same
negotiable securities within one
year.
When the items due to be announced
by the Company as required should be
supplemented and corrected due to
the
mistake
or
omission
upon
announcement, all items shall be
announced and reported againwithin
two days as of the day of knowing
such mistake or omission.
After
the
Company
has
made
announcement and report according
to the stipulated in Paragraph I, in case
of
any
one
of
the
following
circumstances, the Company shall
input relevant information into the
information
reporting
website
designated by competent authority in
specified format and content within
two days as of the occurrence date:
1. Change, termination or rescission
of relevant contracts signed for
original transaction.
2. Merger, division, acquisition or
assignment of share fails to be		 disposal respectively) of the same
negotiable securities within one
year.
II. II. When the items due to be announced
by the Company as required should be
supplemented and corrected due to the
mistake
or
omission
upon
announcement,
all
items
shall
be
announced and reported again.
III. After
the
Company
has
made
announcement and report according to
the stipulated in Paragraph I, in case of
any one of the following circumstances,
the
Company
shall
input
relevant
information
into
the
information
reporting
website
designated
by
competent authority in specified format
and content within two days as of the
occurrence date:
1. Change, termination or rescission of
relevant contracts signed for original
transaction.
2. Merger,
division,
acquisition
or
assignment of share fails to be
accomplished
according
to
the
schedule agreed in the contract.
3. Change
of
contents
originally
announced and reported.
accomplished according to the
schedule agreed in the contract.
3. Change of
contents originally
announced and reported.		 accomplished according to the
schedule agreed in the contract.
3. Change of
contents originally
announced and reported.
Article 19 (Amendment date)
These Regulations are amended on
2017
.		 June 7, (Amendment date)
These Regulations are amended on
~~2015~~
~~.~~		 ~~June 12,~~ Update
the
amendment
date.

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