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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AGM Information 2022

Jun 13, 2022

52019_rns_2022-06-13_d93e7afe-8190-43a5-a3cd-e1180b13455d.pdf

AGM Information

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Synnex Technology International Corp. 2022 General Shareholders’ Meeting Minute

Agenda for 2022 General Shareholders’ Meeting of Synnex Technology International Corp.

  • I. Time: May 30, 2022 (Monday) 9:00 am

  • II. Location: 1F, No. 209, Section 1, Nangang Road, Taipei City Meeting called to order

III. Convening Method: Physical shareholders' meeting

  • IV. Total outstanding Synnex shares1,667,946,968 shares

  • V. Total shares represented by shareholders present in person or by proxy1,416,764,740 shares Percentage of shares held by shareholders present in person or by proxy84.94%

  • VI. ChairmanMiau Feng-Chiang, the Chairman of the Board of Directors

  • VII. RecorderLin Shu-Chen

  • VIII. Directors presentDirector Tu Shu-Wu, Chairman of the Audit Committee Yeh Kuang-Shih, Mitac Inc. Representative Director Yang Hsiang-Yun, Lawyer Henry Han, Accountants Yeh Tsui-Miao

  • IX. Announcement to start meeting

  • X. Chairman’s Statements (omitted)

  • XI. Reports

No. 1 The Company’s 2021 business report is hereby submitted for Agenda: inspection.

Description: Please refer to Attachment 1.

No. 2 The Audit Committee’s review of the Company's 2021 financial Agenda: statements is hereby submitted for inspection.

Description: Please refer to Attachment 2 and 3.

No. 3 The report on the Company's 2021 distribution of remuneration to Agenda: employees and directors is hereby submitted for inspection.

  • (I) According to Article 38 of the Company's Articles of

  • Description: Incorporation, the Company's profit before tax of the year before deducting remuneration to employees and directors and after making up for losses should be applied towards distributing remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance, and to directors for an amount not more than 1% of the balance.

  • (II) It is hereby proposed that for the year 2021 NT$2.2 million (approximately 0.01%) in employee remuneration and NT$7.9 million (approximately 0.037%) in directors' remuneration should be distributed, both of which will be paid in cash.

No. 4 The report on the 2021 distribution of cash dividends from earnings is Agenda: hereby submitted for inspection.

  • (I) This proposal is based on Article 38-1 of the Articles of

  • Description: Incorporation which authorizes the Board of Directors to resolve to distribute all or part of the dividends and bonus in cash, and report to the shareholders’ meeting.

  • (II) A cash dividend of NT$8,339,734,840 is distributed to shareholders at NT$5 per share. The cash dividend will be paid up to NT$1, and the amounts below NT$1 will be rounded off. The total amount of dividends distributed to fractional shares less than NT$1 will be included in the Company’s other income.

  • (III) This proposal has been approved by the Board of Directors and the Chairman of the Board is authorized to set the ex-dividend base date, distribution date and other related matters; thereafter, if the number of common shares in circulation of the Company changes, resulting in a change in the payout ratio, the Chairman of the Board is also fully authorized to make adjustments.

XII. Ratifications

(Proposed by Board of Directors)

No. 1 (Proposed by Board of Directors) Agenda: The Company's 2021 financial statements are hereby submitted for ratification.

  • Description: (I) The Company's 2021 business report and financial report have been approved by the Board of Directors and sent to the Audit Committee which has completed the review procedures. For relevant information, please refer to Attachments 1 and 3.

  • (II) Please ratify.

Resolution: Voting ResultsShares represented at the time of voting1,415,340,740

Voting Results % of the total represented share present (including votes casted electronically) Votes in favor1,262,027,278 votes 89.16

Votes against1,536,895 votes 0.10
Votes invalidnone 0.00
Votes abstained151,776,567 votes 10.72

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

No. 2 (Proposed by Board of Directors) Agenda: The Company's 2021 earnings distribution is hereby submitted for ratification.

(I) The Company's 2021 earnings distribution has been approved Description: by the Board of Directors and sent to the Audit Committee which has completed the review procedures. Please refer to Attachment 4.

(II) Please ratify.

Resolution: Voting ResultsShares represented at the time of voting1,415,340,740

Voting Results
(including votes casted electronically)
% of the total represented share present
Votes in favor1,264,215,338 votes 89.32%
Votes against1,141,967 votes 0.08%
Votes invalidnone 0.00%
Votes abstained149,983,435 votes 10.59%

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

XIII. Discussions

(Proposed by Board of Directors)

No. 1 (Proposed by Board of Directors) Proposed amendment to certain clauses of the Articles of Agenda: Incorporation are submitted for approval.

(I) Proposed amendment to certain clauses of the Articles of Description: Incorporation are prepared in accordance with legislations and the actual requirements of the Company. For Comparison Table of Amended Clauses, please refer to Attachment 5. (II) Please resolve.

Resolution: Voting ResultsShares represented at the time of voting1,415,340,740

Voting Results
(including votes casted electronically)
% of the total represented share present
Votes in favor1,223,894,601 votes 86.47%
Votes against38,424,904votes 2.71%
Votes invalidnone 0.00%
Votes abstained153,021,235 votes 10.81%

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

No. 2 (Proposed by Board of Directors) Proposed amendment to certain clauses of the Procedure for Agenda: Acquisition or Disposal of Assets of the Company are submitted for approval.

(I) Proposed amendment to certain clauses of the Procedure for Description: Acquisition or Disposal of Assets of the Company are prepared in accordance with the letter from the Financial Supervisory Commission Jing-Guang-Zheng-Fa-Zi No. 1110380465 dated 28 January 2022. For Comparison Table of Amended Clauses, please refer to Attachment 6.

(II) Please resolve.

Resolution: Voting ResultsShares represented at the time of voting1,415,340,740

Voting Results
(including votes casted electronically)
% of the total represented share present
Votes in favor1,230,087,432 votes 86.91%
Votes against61,509 votes 0.00%
Votes invalidnone 0.00%
Votes abstained185,191,799 votes 13.08%

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

No. 3 (Proposed by Board of Directors) Proposed amendment to certain clauses of the Procedure for Agenda: Derivatives Trading of the Company are submitted for approval.

  • (I) Proposed amendment to certain clauses of the Procedure for

  • Description: Derivatives Trading of the Company are prepared in accordance with legislations and the actual requirements of the Company. For Comparison Table of Amended Clauses, please refer to Attachment 7.

  • (II) Please resolve.

Resolution: Voting ResultsShares represented at the time of voting1,415,340,740

Voting Results
(including votes casted electronically)
% of the total represented share present
Votes in favor1,264,191,992 votes 89.32%
Votes against72,567 votes 0.00%
Votes invalidnone 0.00%
Votes abstained151,076,181 votes 10.67%

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

XIV. Elections

Proposal for the by-election of directors. (Proposed by the Board of Agenda: Directors)

(I) It is planned to elect two directors at the 2022 annual Description: shareholders' meeting to meet the company's operational and

  • practical needs; the terms of office of the directors will start from the date of election and end on July 19, 2024.

  • (II) The election of directors for the current term will be conducted in accordance with Article 21 of the Articles of Association of the Company and the Company Act. Candidates will be selected through the nomination system. The list of director candidates has been reviewed and approved by the Company's Board of Directors on March 8 , 2022. For relevant information, please refer to Attachment 8.

(III) Please vote.

Election result

Director

Director
Number Name Votes Received
18325 Hong Ding Investments Corp.
RepresentativeDavid Tu
1,095,708,521
119603 Lien Hwa Industrial Holdings Corporation
RepresentativeScott-Matthew Miau
1,085,523,601

XV. Miscellaneous

Please resolve to release directors of the Company from nonAgenda: competition restrictions. (Proposed by the Board of Directors)

  • (I) As the directors of the Company may invest in or manage other

  • Description: companies with the same or similar business scope and concurrently serve as directors, it is hereby proposed that, without prejudice to the interests of the Company, the shareholders’ meeting be requested to approve the release of directors of the Company from non-competition restrictions in accordance with Article 209 of the Company Act. If the representative of an institutional director has been reassigned, the same shall apply to the new representative.

  • (II) The contents of the non-competition restrictions from which newly re-elected directors are to be released are as follows:

Category Director Details of serving as director
and manager in other
companies
Director
Candidate
Hong Ding
Investments Corp.
Representative:
David Tu
Synnex Technology
International Corp.
DIGITIMES INC.
JETWELL COMPUTER CO., LTD.
NUVOTON TECHNOLOGY
CORPORATION
BESTCOM Infotech Corp.
INFORCOM TECHNOLOGY INC.
ASGARD SYSTEM, INC.
Synnex (Thailand) Public
Company Ltd.
Redington (India) Ltd.
Director
Candidate
Lien Hwa Industrial
Holdings
Corporation
Representative:
Scott-Matthew
Miau

MiTAC Information
Technology Corp.
MiTAC Hikari Corp.
SINO INFORMATION
TECHNOLOGY CORP.
Lienhwa United LPG
Director Mei-Feng
Investment
Corporation
Representative:
Miau, Matthew
Feng Chiang
Getac Holdings Corp.
TD SYNNEX Corporation
Director Tu Shu-Wu Synnex (Thailand) Public
Company Ltd.
Director MiTAC Inc.
Representative:
Chou The-Chien
Getac Holdings Corp.
Independent
Director
Hsuan Chien-Shen TPV Technology Co., Ltd.
Independent
Director
Yeh Kuang-Shih SHANGHAI ORIENT
CHAMPION HEALTHCARE
PRODUCTS CO., LTD.

(III)Please resolve.

Director
Independent
Director
Yeh Kuang-Shih
SHANGHAI ORIENT
CHAMPION HEALTHCARE
PRODUCTS CO., LTD.
(III) Please resolve.
Director
Independent
Director
Yeh Kuang-Shih
SHANGHAI ORIENT
CHAMPION HEALTHCARE
PRODUCTS CO., LTD.
(III) Please resolve.
Resolution: Voting ResultsShares represented at the time of voting1,415,340,740
Voting Results
(including votes casted electronically)
% of the total represented share present
Votes in favor1,229,204,950 votes 86.84%
Votes against618,059 votes 0.04%
Votes invalidnone 0.00%
Votes abstained185,517,731 votes 13.10%

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

XVI. Extraordinary Motions

XVII. Meeting adjourned

Attachment 1

Business Report

For 2021, Synnex set its core annual business theme as “Leap Forward”. From its base of leanness and agility, it actively advanced on the market and spurred growth in revenue. Due to its concerted efforts, the Company has finally achieved breakthrough growth. The group's annual consolidated revenue reached NT$408.8 billion, an increase of 22% Its profits also saw a massive breakthrough, surpassing NT$10 billion. Both of these values have set new historical records for the Company, and the Company will continue its momentum into the future! On this occasion, I would like to thank every shareholder for their years of support.

Over the past four or five years, there has been continual turbulence in the political and economic situation around the world and in the industrial environment. After the outbreak of COVID, the resulting pandemic has further impacted and threatened all humanity. City lockdowns, border closures, sea, land/air shipping chain interruptions, factory shutdowns, store closures, school closures, government suspensions—all of these actions have broadly affected various industries and professions. Since Synnex has bases established all over the world, such unprecedented change will test our crisis handling capabilities, as well as our team's resilience and digital capabilities.

In a market brimming with uncertainty about the future, Synnex, as a leader, was able to see the clarity within the uncertainty. One crucial component of its insight is that, over the past five years, Synnex has implemented its "Lean and Agile Leap Forward" plan to make proper adjustments and transformations in advance, making the Company more streamlined and healthier.

In 2019, the “Agility Project” cut high-loss but low-profit businesses to make organizational operations leaner and more solid.

In 2020, the “Agility Project Phase II” made the operation mechanism massively AI and mobile driven; it improved the digital competency of all its employees, it accelerated the connection between upstream and downstream information; and it sped up the market response.

In 2021, the “Leap Forward Project” had each business unit actively advancing on the market and spurring growth in revenue, resulting in a massive success!

While performance took a large leap forward, Synnex simultaneously rolled out its transformation plan, in which it repositioned its role and value utilization as a Management Service Platform (MSP) on the supply chain.

As the ecology and business model of the technology industry supply chain continue to evolve, the

substantial meaning of the channel service industry has also undergone fundamental changes. Past business models based solely on distribution and sales have largely disappeared. In their place are diversified solutions for various problems, pain points, losses, and inefficiencies in supply chain operations. Synnex's own "Management Service Platform" was established in response to this developmental trend in the industry. Using its own information integration capabilities, it has integrated various internal operation management mechanisms and expanded the connection of upstream and downstream manufacturers on the supply chain, partnering manufacturers, and cross-industry partners from a variety of professional fields. This has allowed the Company to provide customers with business opportunity development services, business operation services, and analysis and management information services, etc. This new strategic positioning will enable Synnex to utilize its capabilities that have been accumulated for more than 30 years and its operational system mechanism that has matured over the years to achieve—with a new mode of thought and a new vision, exponentially greater benefits, thereby creating broader possibilities for enterprise development.

With its sights set on 2022, Synnex will define its core annual business theme as "Yet Another Leap Forward"!

We at Synnex believe that the growth generated by our lean and agile constitution will continue to exhibit vigorous stamina after last year’s breakthrough and leap forward in performance. The upward slope of last year's performance growth curve will continue into this year. On the other aspect, the Synnex MSP project was rolled out successfully. Its benefits are expected to begin to show promise this year, injecting new vitality into the Company's performance growth. Combining these two drivers of growth form the basis for Synnex’s continued breakthroughs and leaps forward this year.

Below are the key operational highlights of 2021:

1. Revenue and profit

Synnex's 2021 consolidated revenue was NT$408.8 billion, representing 22% growth from the NT$334.2 billion in 2020. The net profit after tax was NT$17.27 billion, which is an increase of 112% from the NT$8.16 billion in 2020. The EPS after tax was NT$10.35, which is up 112% from NT$4.89 in 2020. Revenue, net profit after tax, and earnings per share all struck new historical highs.

2. Concrete business results

  • (1) Breakthrough growth in scale of performance, including component business, Taiwan Business Unit, Australia & New Zealand Business Unit, China Business Unit, Hong Kong and Macau Business Unit, Indonesia Business Unit, Vietnam Business Unit, and other major business units. Performance hit new record highs in all aspects!

  • (2) Its logistics service unit had particularly brilliant performance. Synergy Intelligent Logistics Corp., a subsidiary of Synnex, was selected as a TOP10 Enterprise in the Top 5000 Largest Corporations in Taiwan by CRIF China Credit Information Service; it was also evaluated as an enterprise “with distinctive operational features, as well as spectacular revenue and profit,

arguably a ‘hidden champion’”.

  • (3) On the other hand, we continued to expand external information cascading, extend the breadth and depth of information interfacing, and increased connections to 123 vendors covering major brands, manufacturers, sellers, logistics service providers, financial service providers and government agencies, etc., storing up massive potential for the development of our Management Service Platform.

  • (4) We expanded app-based mobile digital tools, provided real-time, transparent service process information and analysis and management information to upstream and downstream customers, all of which were applauded by our customers.

The important production and marketing policies for 2022 are respectively described as follows:

  1. We will dedicate our full effort to developing the MSP Management Service Platform, expanding participation of brand manufacturers, customers, partnering manufacturers, and cross-field partners, and win the trust of customers through our services.

  2. Accelerate development of our recruitment service business, including cloud service recruitment business, mobile account recruitment business, and 3C product insurance recruitment business.

  3. As we enter the post-pandemic era, we will expand the introduction of software and hardware products in certain application fields, including those for video conferencing, smart mobile offices, remote learning, and smart homes.

  4. Our logistics service unit will expand and promote warehouse service deployed in cloud platform, home electronics installation and maintenance service, and technical services business, and continue to popularize the smartification of services and operations.

  5. Expand the provision of customized, smart analysis and management information services to major brand factories and customers, along with real-time, transparent service process information services.

Lastly, I would like to thank all the shareholders for the long-term support and encouragement you have provided to Synnex's operation team. I also hope that Synnex can maintain the momentum of last year’s "leap forward" into this year with yet another "leap forward", and thereby reward all our shareholders with even better business performance.

Wishing you good health,

Director: Matthew Feng-Chiang Miau President: Evans S.W. Tu

Senior Director of Finance: Kim Lin

Attachment 2

Synnex Technology International Corp. Audit Committee's report

The board of directors has prepared and submitted the 2021 business report, financial reports (including consolidated and individual financial reports), and earnings distribution proposal. The board of directors have appointed CPA Jenny Yeh and CPA Scott Liang of PricewaterhouseCoopers Taiwan to audit the financial statements, and they have submitted an audit report. The audit committee has reviewed the business report, the financial reports, and the earnings distribution proposal and did not find any instances of noncompliance. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, it is hereby submitted for review and perusal.

To

Synnex Technology International Corp. 2022 General Shareholders' Meeting

Synnex Technology International Corp.

Chairman of the Audit Committee: Yeh Kuang-Shih

March 8, 2022

Attachment 3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR21000349

To the Board of Directors and Shareholders of Synnex Technology International Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Synnex Technology International Corporation and its subsidiaries (the “Group”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (see information disclosed in the Other Matter section of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters in relation to the consolidated financial statements for the year ended December 31, 2021 are stated as follows:

Assessment of allowance for uncollectible accounts

Description

Please refer to Notes 4(10) & (11) for accounting policies adopted for accounts receivable. Please refer to Note 5(2), for critical accounting estimates and key sources of assumption uncertainty of loss allowance for accounts receivable. Please refer to Note 6(5) for details of accounts receivable.

The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and components. The Group manages the collection of accounts receivable from customers and bears the associated credit risk. The Group assesses impairment of accounts receivable in accordance with IFRS 9, ‘Financial instruments’. The management categorized the accounts receivable assessment into individual provision and group provision. For individually assessed accounts receivable, allowance is recognised on a case by case basis. The assessment process is affected by management’s judgement on various factors: customers’ financial conditions, internal credit ratings, historical transaction records, and current economic conditions, etc. For group assessed accounts receivable, assessment process is affected by management’s judgement on historical uncollectible records, current economic conditions and the forecastability information to assess the default possibility of uncollectible accounts.

As management’s judgement on determining allowance for uncollectible accounts is relatively subjective and the estimated amount is material to the financial statements, therefore, we indicated that the assessment of allowance for uncollectible accounts as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained an understanding of the credit quality of the Group’s customers, assessed the reasonableness of classification of accounts receivable, the policies and the procedures applied in loss allowance provision.

  2. For individually assessed accounts, selected and verified samples of managements’ impairment evaluation. Discussed with management the assessment results and evaluated the adequacy of the provision.

  3. For accounts assessed as a group, considered historical uncollectible records and the management’s forecastability adjustment information to determine whether the provision ratio of allowance for uncollectible accounts is reasonable. For significant accounts, examined subsequent collections after balance sheet date.

Assessment of allowance for valuation of inventory

Description

Please refer to Note 4(14) for description of accounting policies on allowance for inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty. Please refer to Note 6(8) for details of inventory items.

The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and components. For the purpose of meeting diverse customer needs, the Group applied multi-brand and multi-product strategy. However, due to rapid changes in technology, the short life cycle of electronic products, and the price highly affected by market fluctuation, there is a high risk of incurring inventory valuation losses. The Group’s inventory policy on inventory valuation is based on the lower of cost or net realisable value. The net relisable value of inventory was identified on an item-by-item basis. The Group then applied the lower of cost or net realisable value method for recognizing loss on decline in market value.

As management’s judgement on determining net realizable value of inventory is relatively subjective and the valuation amount is material to the financial statements, therefore, we indicated that the

assessment of allowance for valuation of inventory as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained the policy applied to the assessment of allowance for valuation of inventory loss. Assessed whether the allowance recognition policy is applied in a manner consistent between comparative and current periods of the financial statements.

  2. Obtained net realisable value report for inventory items and verified that a consistent systematic logic was applied to the calculation. First, tested the assumptions such as: sources of sales or purchases data and relevant supporting estimation documents. Second, recalculated net realisable value item by item, then applied the lower of cost or net realizable value method for valuation and examined whether reasonable allowance was recognised.

  3. Compared current and previous years’ rate of allowance for valuation of inventory. Reviewed each period’s days sales of inventory in order to assess the adequacy and reasonableness of allowance recognised.

Assessment of purchase rebate

Description

Please refer to Note 4(14) for accounting policies adopted for the recognition of purchase rebate. Please refer to Note 5(2) for critical accounting estimates and assumptions applied in the accounting policy for the recognition of purchase rebate.

The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and components. The Group engages in various purchase contracts for different items with different suppliers. There are various types of rebate programs including incentives for certain purchase volume from vendors, purchase discounts and allowances, participations in special purchase promotions, and subsidies for marketing. The Group estimates rebates that shall be recognised in accordance with the percentage of achievement of the rebate contract terms.

There are various types of rebate programs, complicated calculations and transactions with different suppliers as well as the manual process involved in the verification and calculation of rebates. All of these aforementioned factors add to the complexity of assessing purchasing rebate. Thus, we indicated that the assessment of purchase rebate as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained an understanding and tested the effectiveness of internal control over the estimation of purchase rebate. Tested the appropriate controls over contractual terms regarding rebates. Checked whether the recognition of rebate amount has been approved by the proper authority.

  2. Selected samples of details of purchase rebate estimation, reviewed the inventory items and obtained the supporting documents in order to recalculate the rebate amount and assess the reasonableness of estimation.

  3. First, sampled details of purchase rebate estimation without notice from suppliers that has been recognised as of the balance sheet date and obtained debit notes or other supporting documents that were received from suppliers after the balance sheet date to evaluate the reasonableness of estimation. In addition, after balance sheet date, examined whether there

were significant new rebates that should be recognised as of the balance sheet date.

  1. Selected samples of significant outstanding rebate receivable accounts and obtained the original vouchers or supporting documents or tested subsequent collections after the balance sheet date.

Other matter – Reference to report of other independent auditors

We did not audit the financial statements of certain subsidiaries which were included in the consolidated financial statements of the Group and were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, in so far as it relates to the amounts and the information disclosed in Note 13 included in these financial statements, is based solely on the reports of the other auditors. Those subsidiaries’ statements reflect total assets of NT$1,539,457 thousand and NT$1,373,157 thousand, both constituting 1% of the consolidated total assets as of December 31, 2021 and 2020, respectively, and total operating revenues of both NT$0 thousand, both constituting 0% of the consolidated total operating revenues for the years then ended. In addition, as stated in Note 6(9), the financial statements and the information disclosed in Note 13 of certain investments accounted for using equity method were audited by other auditors whose reports thereon have been furnished to us. We did not audit the financial statements of certain investees which were prepared under a different framework for financial reporting. We have performed necessary audit procedures for the adjustments of these reports in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Therefore, our opinion expressed regarding the amounts before adjustments in the aforementioned investees’ financial statements is based solely on the reports of the other auditors. For the years ended December 31, 2021 and 2020, the recognised net profit of investments accounted for using equity method was NT$2,205,169 thousand and NT$1,952,790 thousand, respectively, constituting 12% and 23% of the consolidated net profits respectively; the recognised comprehensive income of investments accounted for using equity method was NT$2,043,630 thousand and NT$1,977,232 thousand, respectively, constituting 14% and 21% of the consolidated comprehensive income, respectively. As of December 31, 2021 and 2020, the balance of related investments was NT$11,041,956 thousand and NT$14,928,931 thousand, respectively, constituting 5% and 9% of the consolidated total assets respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter on the parent company only financial statements of Synnex Technology International Corporation as of and for the years ended December 31, 2021 and 2020.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Yeh, Tsui-Miao Liang Yi Chang

For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2022


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2) and 12(3)
6(3) and 12(3)
6(4) and 8
6(5)
6(5), 8 and 12(2)
6(5) and 7(2)
6(7) and 7(2)
6(8) and 8
6(3) and 12(3)
6(4) and 8
6(9)
6(10)
6(11)
6(13)
6(14)
6(33)
6(5)(12)(15)
December 31, 2021 %
4
1
6
-
3
39
-
3
-
24
2
82
3
1
6
5
1
1
-
-
1
18
100
December 31, 2020
AMOUNT
$ 7,052,958
2,323,570
12,240,488
-
6,380,332
78,379,888
701,473
6,283,010
47,909
47,713,272
4,928,721
166,051,621
6,613,070
1,439,507
12,662,828
9,568,187
1,105,654
1,004,071
639,919
970,043
1,628,806
35,632,085
$ 201,683,706
AMOUNT
$ 15,229,773
120,604
-
9,390
7,622,345
56,451,172
331,988
6,363,831
89,408
30,886,665
4,497,978
121,603,154
5,185,936
1,255,138
16,409,181
9,599,877
1,264,896
1,222,623
637,705
825,525
1,671,678
38,072,559
$ 159,675,713
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1120
Current financial assets at fair value
through other comprehensive income
1136
Current financial assets at amortised
cost
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties,
net
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
10
-
-
-
5
35
-
4
-
19
3
76
3
1
10
6
1
1
-
1
1
24
100

(Continued)

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2021
December 31, 2020
Notes
AMOUNT
%
AMOUNT
%
6(16)
$ 53,326,707
26
$ 42,967,204
27
6(17)
12,490,000
6
13,730,000
9
6(2) and 12(3)
700
-
751
-
1,046,556
1
1,027,413
1
7(2)
49,046,067
24
32,561,833
20
6(18) and 7(2)
7,204,272
4
5,294,800
3
1,275,524
1
2,365,438
2
222,101
-
233,715
-
6(19)
4,781,962
2
3,563,035
2
129,393,889
64
101,744,189
64
6(20)
1,500,000
1
-
-
6(33)
4,110,062
2
194,196
-
223,920
-
310,826
-
6(21)
564,758
-
576,334
-
6,398,740
3
1,081,356
-
135,792,629
67
102,825,545
64
6(22)
16,679,470
8
16,679,470
10
6(23)
14,199,960
7
14,709,395
9
6(24)
9,673,477
5
8,855,413
6
6,336,545
3
7,295,010
5
24,968,224
13
13,380,084
8
6(25)
(
8,247,112) (
4) (
6,336,546) (
4 )
63,610,564
32
54,582,826
34
2,280,513
1
2,267,342
2
65,891,077
33
56,850,168
36
9
11
$ 201,683,706
100
$ 159,675,713
100
December 31, 2020
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2120
Current financial liabilities at fair value
through profit or loss
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of parent
Share capital
3110
Share capital - ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Total equity attributable to owners
of parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant events after the balance sheet
date
3X2X
Total liabilities and equity
27
9
-
1
20
3
2
-
2
64
-
-
-
-
-
64
34
2
36
100

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Years ended December 31
2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(26) and 7(2)
$ 408,811,612
100
$ 334,200,976
100
6(8) and 7(2)
(
391,212,144) (
96) (
319,106,359) (
96)
17,599,468
4
15,094,617
4
6(31)(32)
(
6,543,389) (
2) (
6,145,691) (
2)
(
1,475,687)
-
(
1,480,326)
-
12(2)
(
247,430)
-
(
234,843)
-
(
8,266,506) (
2) (
7,860,860) (
2)
9,332,962
2
7,233,757
2
6(27)
299,752
-
295,245
-
6(28) and 7(2)
1,007,171
-
1,142,813
-
6(29)
9,824,049
3
143,982
-
6(30)
(
490,128)
-
(
511,711)
-
6(9)
3,258,136
1
2,196,806
1
13,898,980
4
3,267,135
1
23,231,942
6
10,500,892
3
6(33)
(
5,454,218) (
1) (
1,962,506)
-
$ 17,777,724
5
$ 8,538,386
3
4000
Operating revenue
5000
Operating costs
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6450
Impairment loss (impairment gain and
reversal of impairment loss)
determined in accordance with IFRS 9
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Notes
6(3)
6(9)(25)
6(33)

6(25)

6(9)(25)



6(34)
6(34)
Years ended December 31 Years ended December 31
2021 2020
%
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
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8320
Share of other comprehensive income
of associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will not be reclassified to
profit or loss
8349
Income tax related to components of
other comprehensive income that will
not be reclassified to profit or loss
8310
Components of other
comprehensive income that will not
be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statements translation
differences of foreign operations
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 income that will be
reclassified to profit or loss
8300
Total other comprehensive (loss)
income
8500
Total comprehensive income for the
year
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interest
Profit for the year
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interest
Comprehensive income for the year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share
-
-
-
-
-
-
-
-
-
3
3
-
3
3
-
3
4.89
$ $ 4.89

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Equity attributable to owners of the parent

Year ended December 31, 2020
Balance at January 1, 2020
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired
Capital surplus transferred from unclaimed dividends
Disposal of equity instruments at fair value through other
comprehensive income
Balance at December 31, 2020
Year ended December 31, 2021
Balance at January 1, 2021
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2020 earnings
Legal reserve
Special reserve
Cash dividends
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired
Capital surplus transferred from unclaimed dividends
Disposal of investments accounted for using equity method
Balance at December 31, 2021
Notes Share capital –
ordinary share
Capital surplus Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total Non-controlling
interest
Total equity
Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreign operations
Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
6(25)
6(24)

6(23)
6(35)
6(23)
6(25)
6(25)
6(24)

6(23)
6(35)
6(23)
6(23)
$ 16,679,470
-
-
-
-
-
-
-
-
-
-
$16,679,470
$ 16,679,470
-
-
-
-
-
-
-
-
-
-
$16,679,470
$ 14,743,296
-
-
-
-
-
-
(
34,323 )
126
296
-
$14,709,395
$ 14,709,395
-
-
-
-
-
-
29,158
1,472
480
(
540,545 )
$14,199,960
$ 8,175,300
-
-
-
680,113
-
-
-
-
-
-
$ 8,855,413
$ 8,855,413
-
-
-
818,064
-
-
-
-
-
-
$ 9,673,477
$ 6,177,007
-
-
-
-
1,118,003
-
-
-
-
-
$ 7,295,010
$ 7,295,010
-
-
-
-
(
958,465 )
-
-
-
-
-
$ 6,336,545
$ 11,334,225
8,158,539
(
8,578 )
8,149,961
(
680,113 )
(
1,118,003 )
(
4,336,662 )
30,047
-
-
629
$13,380,084
$ 13,380,084
17,271,560
474
17,272,034
(
818,064 )
958,465
(
5,504,225 )
(
157,342 )
-
-
(
162,728 )
$24,968,224
($ 8,626,394 )
-
(
63,919 )
(
63,919 )
-
-
-
-
-
-
-
($ 8,690,313 )
($ 8,690,313 )
-
(
2,282,714 )
(
2,282,714 )
-
-
-
-
-
-
331,549
($10,641,478 )
$ 1,331,383
-
1,023,013
1,023,013
-
-
-
-
-
-
(
629 )
$ 2,353,767
$ 2,353,767
-
40,599
40,599
-
-
-
-
-
-
-
$ 2,394,366
$ 49,814,287
8,158,539
950,516
9,109,055
-
-
(
4,336,662 )
(
4,276 )
126
296
-
$54,582,826
$ 54,582,826
17,271,560
(
2,241,641 )
15,029,919
-
-
(
5,504,225 )
(
128,184 )
1,472
480
(
371,724 )
$63,610,564
$ 2,131,385
379,847
(
228,005 )
151,842
-
-
-
-
(
15,885 )
-
-
$ 2,267,342
$ 2,267,342
506,164
(
437,729 )
68,435
-
-
-
-
(
55,264 )
-
-
$ 2,280,513
$ 51,945,672
8,538,386
722,511
9,260,897
-
-
(
4,336,662 )
(
4,276 )
(
15,759 )
296
-
$56,850,168
$ 56,850,168
17,777,724
(
2,679,370 )
15,098,354
-
-
(
5,504,225 )
(
128,184 )
(
53,792 )
480
(
371,724 )
$65,891,077

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charges on property, plant and
equipment

Depreciation charges on right-of-use assets

Depreciation charges on investment property

Amortization charges on intangible assets

Impairment loss (impairment gain and reversal of
impairment loss) determined in accordance with IFRS
9

Net gain on financial assets at fair value through
profit or loss

Loss on decline in (gain on reversal of) market value
and obsolete and slow-moving inventories

Interest expense

Interest income

Dividend income

Share of profit of associates accounted for under
equity method

Gain on disposal of property, plant and equipment
and investment property

Gain on disposal of investments

Gain on remeasurement of investments at fair value
that were previously accounted for using equity
method

Gain on lease modification

Changes in operating assets and liabilities
Changes in operating assets
Notes and accounts receivable
Other receivables
Inventories
Prepayments
Long-term notes and overdue receivables
Long-term lease receivables
Changes in operating liabilities
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash outflow generated from operations
Dividends received from investments accounted for
under equity method
Interest paid
Interest received
Dividends received
Income taxes paid
Net cash flows used in operating activities
Years ended December 31,
Notes
2021
2020
$ 23,231,942
$ 10,500,892
6(31)
309,985
289,216
6(31)
261,291
283,187
6(31)
44,536
62,152
6(31)
39,396
39,436
12(2)
247,430
234,843
6(29)
(
360,093 ) (
383,270 )
6(8)
(
18,908 ) (
170,642 )
6(30)
490,128
511,711
6(27)
(
299,752 ) (
295,245 )
6(28)
(
201,799 ) (
113,011 )
6(9)
(
3,258,136 ) (
2,196,806 )
6(29)
(
8,446 ) (
12,110 )
6(29)
(
820,319 )
-
6(29)
(
9,020,026 )
-
6(11)
(
164 )
-
(
21,101,069 ) (
12,670,960 )
80,821
594,201
(
16,807,699 )
975,898
(
430,743 ) (
246,159 )
(
516,794 )
297,151
47,706
(
56,818 )
16,503,377
(
2,157,058 )
2,061,704
618,744
1,218,927
83,568
(
49,317 ) (
62,249 )
(
8,356,022 ) (
3,873,329 )
914,559
508,955
(
490,128 ) (
516,227 )
299,752
295,245
201,799
113,011
(
2,492,830 ) (
1,449,693 )
(
9,922,870 ) (
4,922,038 )

(Continued)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in financial assets at fair value
through profit or loss ( $ 2,046,087 )
$ 9,179,350
Proceeds from disposal of non-current financial assets at
fair value through other comprehensive income - 7,589
Decrease in financial assets at amortized cost - 19,188
Proceeds from disposal of investments accounted for
under equity method 1,097,835 -
Acquisition of additional shares in subsidiary 6(35) ( 53,792 ) ( 15,759 )
Acquisition of property, plant and equipment ( 445,043 ) ( 780,215 )
Proceeds from disposal of property, plant and equipment 27,365 17,143
Acquisition of investment property 6(13) ( 354 ) ( 2,195 )
Acquisition of intangible assets 6(14) ( 16,001 ) ( 35,986 )
Decrease in refundable deposits 472,138 48,181
Increase in refundable deposits ( 24,835 ) ( 131,340 )
Increase in restricted time deposits ( 425,706 ) ( 5,777 )
Decrease in restricted time deposits 241,337 74,582
Increase in other non-current assets ( 48,887 ) 4,427
Decrease in time deposits maturing over three months 347,881 1,764,289
Increase in time deposits maturing over three months ( 338,491 ) ( 867,868 )
Net cash flow on loss of control of subsidiary 6(37) 189,657 -
Net cash flows (used in) from investing activities ( 1,022,983 ) 9,275,609
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings 6(36) 10,359,503 1,432,837
(Decrease) increase in short-term notes and bills payable 6(36) ( 1,240,000 ) 7,450,000
Increase in guarantee deposits received 6(36) 93,211 169,426
Decrease in guarantee deposits received 6(36) ( 41,823 ) ( 86,586 )
Increase in long-term borrowings 6(36) 1,500,000 -
Payments of lease liabilities 6(36) ( 244,900 ) ( 255,165 )
Cash dividends paid 6(36) ( 5,504,225 ) ( 4,336,662 )
Net cash flows from financing activities 4,921,766 4,373,850
Effects of changes in foreign exchange rates ( 2,152,728 ) 160,194
Net (decrease) increase in cash and cash equivalents ( 8,176,815 ) 8,887,615
Cash and cash equivalents at beginning of year 15,229,773 6,342,158
Cash and cash equivalents at end of year $ 7,052,958
$ 15,229,773

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR21000350

To the Board of Directors and Shareholders of Synnex Technology International Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Synnex Technology International Corporation (the “Company”) as of December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (see information disclosed in the Other Matter section of our report), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters in relation to the parent company only financial statements for the year ended December 31, 2021 are stated as follows:

Assessment of allowance for uncollectible accounts

Description

Please refer to Notes 4(9) and (10) for accounting policies adopted for accounts receivable. Please refer to Note 5(2), for critical accounting estimates and key sources of assumption uncertainty of loss allowance for accounts receivable. Please refer to Note 6(5) for details of accounts receivable.

The Company is primarily engaged in the sale of communication products, consumer electronic

products, electronic products and components. The Company manages the collection of accounts receivable from customers and bears the associated credit risk. The Company assesses impairment of accounts receivable in accordance with IFRS 9, ‘Financial instruments’. The management categorized the accounts receivable assessment into individual provision and group provison. For individually assessed accounts receivable, allowance is recognised on a case by case basis. The assessment process is affected by management’s judgement on various factors: customers’ financial conditions, internal credit ratings, historical transaction records, and current economic conditions, etc. For group assessed accounts receivable, assessment process is affected by management’s judgement on historical uncollectibility records, current economic conditions and the forecastable information to assess the default possibility of uncollectible accounts.

As management’s judgement on determining allowance for uncollectible accounts is relatively subjective and the estimated amount is material to the financial statements, therefore, we indicated that the assessment of allowance for uncollectible accounts as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained an understanding of the credit quality of the Company’s customers, assessed the reasonableness of classification of accounts receivable, the policies and the procedures applied in loss allowance provision.

  2. For individually assessed accounts, selected and verified samples of managements’ impairment evaluation. Discussed with management the assessment results and evaluated the adequacy of the provision.

  3. For accounts assessed as a group, considered historical uncollectibility records and the management’s forecastable adjustment information to determine whether the provision ratio of allowance for uncollectible accounts is reasonable. For significant accounts, examined subsequent collections after balance sheet date.

Assessment of allowance for valuation of inventory

Description

Please refer to Note 4(13) for description of accounting policies on allowance for inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty. Please refer to Note 6(7) for details of inventory items.

For the purpose of meeting diverse customer needs, the Company applied a multi-brand and multiproduct strategy. However, due to rapid changes in technology, the short life cycle of electronic products, and the price highly affected by market fluctuation, there is a high risk of incurring inventory valuation losses. The Company’s inventory policy on inventory valuation is based on the lower of cost or net realisable value. The net relisable value of inventory was identified on an itemby-item basis. The Company then applied the lower of cost or net realisable value method for recognizing loss on decline in market value.

As management’s judgement on determining net realizable value of inventory is relatively subjective and the valuation amount is material to the financial statements, therefore, we indicated that the assessment of allowance for valuation of inventory as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained the policy applied to the assessment of allowance for valuation of inventory loss. Assessed whether the allowance recognition policy is applied in a manner consistent between comparative and current periods of the financial statements.

  2. Obtained net realisable value report for inventory items and verified that a consistent systematic logic was applied to the calculation. First, tested the assumptions such as: sources of sales or purchases data and relevant supporting estimation documents. Second, recalculated net realisable value item by item, then applied the lower of cost or net realizable value method for valuation and examined whether reasonable allowance was recognised.

  3. Compared current and previous years’ rate of allowance for valuation of inventory. Reviewed each period’s days sales of inventory in order to assess the adequacy and reasonableness of allowance recognised.

Assessment of purchase rebate

Description

Please refer to Note 4(13) for accounting policies adopted for the recognition of purchase rebate. Please refer to Note 5(2) for critical accounting estimates and assumptions applied in the accounting policy for the recognition of purchase rebate.

The Company engages in various purchase contracts for different items with different suppliers. There are various types of rebate programs including incentives for certain purchase volume from vendors, purchase discounts and allowances, participations in special purchase promotions, and subsidies for marketing. The Company estimates rebates that shall be recognised in accordance with the percentage of achievement of the rebate contract terms.

There are various types of rebate programs, complicated calculations and transactions with different suppliers as well as the manual process involved in the verification and calculation of rebates. All of these aforementioned factors add to the complexity of assessing purchasing rebate. Thus, we indicated that the assessment of purchase rebate as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in relation to the key audit matter:

  1. Obtained an understanding and tested the effectiveness of internal control over the estimation of purchase rebate. Tested the appropriate controls over contractual terms regarding rebates. Checked whether the recognition of rebate amount has been approved by the proper authority.

  2. Selected samples of details of purchase rebate estimation, reviewed the inventory items and obtained the supporting documents in order to recalculate the rebate amount and assess the reasonableness of estimation.

  3. First, sampled details of purchase rebate estimation without notice from suppliers that has been recognised as of the balance sheet date and obtained debit notes or other supporting documents that were received from suppliers after the balance sheet date to evaluate the reasonableness of estimation. In addition, after balance sheet date, examined whether there were significant new rebates that should be recognised as of the balance sheet date.

  4. Selected samples of significant outstanding rebate receivable accounts and obtained the original vouchers or supporting documents or tested subsequent collections after the balance sheet date.

Other matter – Reference to report of other auditors

We did not audit the financial statements of investments accounted for using equity method of certain subsidiaries which were included in the parent company only financial statements of the Company and were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, in so far as it relates to the investments accounted for using equity method and the amounts and the information disclosed in Note 13 included in these financial statements, is based solely on the reports of the other auditors. Additionally, we did not audit the financial statements of certain investees which were prepared under a different framework for financial reporting. We have performed necessary audit procedures for the adjustments of these reports in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”. Therefore, our opinion expressed regarding the amounts before adjustments in the aforementioned investees’ financial statements is based solely on the reports of the other auditors.

As of December 31, 2021 and 2020, the balance of investments accounted for using equity method of certain subsidiaries was NT$11,352,268 thousand and NT$15,216,033 thousand, respectively, constituting 9% and 15% of the parent company only total assets, respectively. For the years ended December 31, 2021 and 2020, the recognised net profit of investments accounted for using equity method was NT$2,254,173 thousand and NT$2,003,772 thousand, respectively, constituting 13% and 25% of the parent company only net profits, respectively; for the years ended December 31, 2021 and 2020, the recognised comprehensive income of investments accounted for using equity method was NT$2,092,634 thousand and NT$2,028,214 thousand, respectively, constituting 14% and 22% of the parent company only comprehensive income, respectively.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the individual audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely

rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Yeh, Tsui Miao

Liang, Yi Chang

For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2022

----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)
6(5)
6(5)(6)
6(5) and 7(2)
7(2)
6(7)
6(3)
6(4) and 8
6(8)
6(9)
6(10)
6(28)
6(5)
December 31, 2021 %
1
-
-
4
-
1
1
-
4
-
11
5
1
80
3
-
-
-
-
89
100
December 31, 2020
AMOUNT
$ 760,454
127,945
223,914
5,212,184
305,612
741,001
629,444
5,217
4,924,427
91,923
13,022,121
6,402,661
729,589
97,863,528
3,550,547
99,515
81,894
84,695
29,117
108,841,546
$ 121,863,667
AMOUNT
$ 516,157
80,048
106,159
5,219,286
243,558
720,875
1,697,061
-
2,992,525
79,119
11,654,788
5,077,326
720,052
82,413,026
3,546,804
150,749
76,570
90,252
32,270
92,107,049
$ 103,761,837
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties,
net
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
-
-
-
5
-
1
2
-
3
-
11
5
1
80
3
-
-
-
-
89
100

(Continued)

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2021
December 31, 2020
Notes
AMOUNT
%
AMOUNT
%
6(12)
$ 33,770,000
28
$ 30,440,000
29
6(13)
11,580,000
9
13,150,000
13
329,029
-
53,377
-
4,456,841
4
3,356,435
3
7(2)
74,211
-
601,607
1
6(14)
924,138
1
713,586
1
7(2)
625,136
1
65,596
-
302,134
-
5,838
-
50,581
-
50,753
-
6(15)
443,104
-
334,678
-
52,555,174
43
48,771,870
47
6(16)
1,500,000
1
-
-
6(28)
3,848,853
3
-
-
49,198
-
99,780
-
6(17)
299,878
1
307,361
-
58,253,103
48
49,179,011
47
6(18)
16,679,470
14
16,679,470
16
6(19)
14,199,960
12
14,709,395
14
6(20)
9,673,477
8
8,855,413
9
6,336,545
5
7,295,010
7
24,968,224
20
13,380,084
13
6(21)
(
8,247,112) (
7) (
6,336,546) (
6 )
63,610,564
52
54,582,826
53
9
11
$ 121,863,667
100
$ 103,761,837
100
December 31, 2020
%
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Share capital - ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant events after the balance sheet
date
3X2X
Total liabilities and equity
29
13
-
3
1
1
-
-
-
-
47
-
-
-
-
47
53
100

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE AMOUNTS)

Items Notes
6(22) and 7(2)
6(7) and 7(2)
6(17)(26)(27) and 7(2)
12(2)
7(2)
6(23) and 7(2)
6(24)
6(25)
6(8)
6(28)
6(17)
6(3)
6(28)
6(21)
6(29)
Years ended D ecember 31 %
100
(
95)
5
(
2)
(
3)
-
(
5)
-
-
2
-
(
1)
18
19
19
-
19
-
2
-
-
2
-
-
-
2
21
4.89
4.89
2021 %
100
(
95)
5
(
2)
(
2)
-
(
4)
1
-
2
-
(
1)
38
39
40
(
8)
32
-
2
(
2)
-
-
(
4)
-
(
4)
(
4)
28
10.35
10.35
2020
AMOUNT
$ 54,070,857
(
51,491,954)

2,578,903
(
1,024,371)

(
1,123,107)

1,367
(
2,146,111)

432,792
4,763
1,094,441
8,583
(
338,755)

20,238,826
21,007,858
21,440,650
(
4,169,090)

$ 17,271,560
$ 7,360
1,325,336
(
1,290,151)

(
1,472)
41,073
(
2,172,410)

(
110,304)
(
2,282,714)

($ 2,241,641)

$ 15,029,919
$
AMOUNT
$ 42,990,429
(
40,831,167)

2,159,262
(
969,306)

(
1,029,192)

(
3,113)
(
2,001,611)

157,651
37,022
814,777
(
172,877)
(
362,597)

7,782,699
8,099,024
8,256,675
(
98,136)
$ 8,158,539
$ 458
1,043,526
(
29,457)
(
92)
1,014,435
(
81,322)
17,403
(
63,919)
$ 950,516
$ 9,109,055
$
4000
Operating revenue
5000
Operating costs
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6450
Impairment loss (Impairment gain and reversal of
impairment loss) determined in accordance with
IFRS 9
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries, associates, and joint
ventures accounted for using equity method
7000
Total non-operating income and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive income that
will not be reclassified to profit or loss
8311
Gains on remeasurements of defined benefit
plans
8316
Unrealised gains from investments in equity
instruments measured at fair value through other
comprehensive income
8330
Share of other comprehensive income of
subsidiaries, associates, and joint ventures
accounted for using equity method, components
of other comprehensive income that will not be
reclassified to profit or loss
8349
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
8310
Components of other comprehensive income
that will not be reclassified to profit or loss
Components of other comprehensive income that
will be reclassified to profit or loss
8361
Financial statements translation differences of
foreign operations
8380
Share of other comprehensive income of
subsidiaries, 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 income
that will be reclassified to profit or loss
8300
Other comprehensive (loss) income
8500
Total comprehensive income for the year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share
$ $

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PA ~~RENT COMPANY ONLY STATEMENTS OF CHANGES IN EQU~~ ITY ~~YEARS ENDED DECEMBER 31, 2021 AND 2020~~ (EXP ~~RESSED IN THOUSANDS OF NEW TAIWAN DOLL~~ ARS)

Year ended December 31, 2020
Balance at January 1, 2020
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired
Capital surplus transferred from unclaimed dividends
Disposal of equity instruments at fair value through other
comprehensive income
Balance at December 31, 2020
Year ended December 31, 2021
Balance at January 1, 2021
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2020 earnings
Legal reserve
Special reserve
Cash dividends
Changes in equity of associates and joint ventures accounted
for using equity method
Difference between consideration and carrying amount of
subsidiaries acquired
Capital surplus transferred from unclaimed dividends
Disposal of investments accounted for using equity method
Balance at December 31, 2021
Notes Share capital –
ordinary share
Capital surplus Retained earnings Retained earnings Retained earnings Retained earnings Other equity interest
Other equity interest
Other equity interest
Total equity
Legal reserve
Special reserve

Unappropriated
retained
earnings

Financial
statements
translation
differences of
foreign
operations

~~Unrealised gains~~
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
6(21)
6(20)
6(19)
6(30)
6(19)
6(21)
6(21)
6(20)
6(19)
6(30)
6(19)

$ 16,679,470
-
-
-
-
-
-
-
-
-
-
$ 16,679,470
$ 16,679,470
-
-
-
-
-
-
-
-
-
-
$ 16,679,470

$ 14,743,296
-
-
-
-
-
-
(
34,323 )
126
296
-
$ 14,709,395
$ 14,709,395
-
-
-
-
-
-
29,158
1,472
480
(
540,545 )
$ 14,199,960

$ 8,175,300
-
-
-
680,113
-
-
-
-
-
-
$ 8,855,413
$ 8,855,413
-
-
-
818,064
-
-
-
-
-
-
$ 9,673,477

$ 6,177,007
-
-
-
-
1,118,003
-
-
-
-
-
$ 7,295,010
$ 7,295,010
-
-
-
-
(
958,465 )
-
-
-
-
-
$ 6,336,545

$ 11,334,225
8,158,539
(
8,578 )
8,149,961
(
680,113 )
(
1,118,003 )
(
4,336,662 )
30,047
-
-
629
$ 13,380,084
$ 13,380,084
17,271,560
474
17,272,034
(
818,064 )
958,465
(
5,504,225 )
(
157,342 )
-
-
(
162,728 )
$ 24,968,224

($ 8,626,394 )
-
(
63,919 )
(
63,919 )
-
-
-
-
-
-
-
($ 8,690,313 )
($ 8,690,313 )
-
(
2,282,714 )
(
2,282,714 )
-
-
-
-
-
-
331,549
($ 10,641,478 )
$ 1,331,383
-
1,023,013
1,023,013
-
-
-
-
-
-
(
629 )
$ 2,353,767
$ 2,353,767
-
40,599
40,599
-
-
-
-
-
-
-
$ 2,394,366

$ 49,814,287
8,158,539
950,516
9,109,055
-
-
(
4,336,662 )
(
4,276 )
126
296
-
$ 54,582,826
$ 54,582,826
17,271,560
(
2,241,641 )
15,029,919
-
-
(
5,504,225 )
(
128,184 )
1,472
480
(
371,724 )
$ 63,610,564

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charges on property, plant and
equipment

Depreciation charges on right-of-use assets

Amortization charges on intangible assets

Impairment loss (impairment gain and reversal of
impairment loss) determined in accordance with IFRS
9

Net loss on financial assets at fair value through profit
or loss

Loss on decline in (gain on reversal of) market value
and obsolete and slow-moving inventories

Interest expense

Interest income
Dividend income

Share of profit of subsidiaries, associates and joint
ventures accounted for using equity method

Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Accounts and notes receivable
Inventories
Other receivables
Prepayments
Long-term notes and overdue receivables
Changes in operating liabilities
Accounts and notes payable
Other payables
Other current liabilities
Accrued pension liabilities
Cash inflow (outflow) generated from operations
Dividends received from investments accounted for
under equity method
Interest paid
Interest received
Dividends received
Income tax paid
Net cash flows from (used in) operating activities
Years ended December 31
Notes
2021
2020
$ 21,440,650
$ 8,256,675
6(26)
52,795
57,998
6(26)
51,234
51,805
6(26)
24,598
23,506
12(2)
(
1,367 )
3,113
6(24)
(
47,897 ) (
20,193 )
6(7)
(
11,685 )
2,359
6(25)
338,755
362,597
(
4,763 ) (
37,022 )
6(23)
(
173,073 ) (
104,283 )
6(8)
(
20,238,826 ) (
7,782,699 )
6(24)
(
6,274 ) (
10,787 )
(
174,166 ) (
652,189 )
(
1,920,217 ) (
126,608 )
9,452
(
283,351 )
(
12,804 ) (
8,592 )
4,393
(
1,586 )
848,662
303,086
235,383
(
142,473 )
108,426
(
82,156 )
(
123 ) (
77 )
523,153
(
190,877 )
770,813
336,423
(
338,755 ) (
365,933 )
4,763
37,022
173,073
104,283
(
25,072 ) (
236,485 )
1,107,975
(
315,567 )

(Continued)

CASH FLOWS FROM INVESTING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other receivables due from related parties 7(2) $ 1,038,039 $ 2,640,206
Increase in restricted time deposits ( 9,537 ) ( 45 )
Acquisition of investments accounted for using equity 6(8)
method ( 53,792 ) ( 16,759 )
Acquisition of property, plant and equipment 6(9) ( 27,391 ) ( 27,534 )
Proceeds from disposal of property, plant and equipment 8,377 13,583
Acquisition of intangible assets ( 10,782 ) ( 30,554 )
Decrease in refundable deposits 1,170 90
Increase in other non-current assets ( 49,972 ) ( 1,255 )
Net cash flows from investing activities 896,112 2,577,732
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings 6(31) 3,330,000 ( 5,120,000 )
(Decrease) increase in short-term notes and bills payable 6(31) ( 1,570,000 ) 7,300,000
Increase in long-term borrowings 6(31) 1,500,000 -
Decrease in guarantee deposits received 6(31) - ( 28 )
Increase (decrease) in other payables to related parties 7(2) 535,189 ( 150,150 )
Repayments of principal portion of lease liabilities 6(31) ( 50,754 ) ( 49,939 )
Payments of cash dividends 6(31) ( 5,504,225 ) ( 4,336,662 )
Net cash flows used in financing activities ( 1,759,790 ) ( 2,356,779 )
Net increase (decrease) in cash and cash equivalents 244,297 ( 94,614 )
Cash and cash equivalents at beginning of year 516,157 610,771
Cash and cash equivalents at end of year $ 760,454 $ 516,157

Attachment 4

Synnex Technology International Corp. 2021 Profit Distribution Table

Unit: NT$
(I) Unappropriated retained earnings at the
beginning of period
(II) Add: Net Income of 2021
Minus:Adjustment in 2021 retained earnings
Minus: Legal Reserve (10%)
Minus: : Special reserve
Earnings in 2021 available for distribution
Retained earnings available for distribution as of
December 31, 2021
(III) Distributable Items:
Cash Dividends (NT$5 per share)
Total Distributions
(IV) Unappropriated retained earnings at the end
of theperiod
$ 8,016,259,896
17,271,560,414
(319,596,513)
(1,695,196,390)
(1,910,567,097)
13,346,200,414
21,362,460,310
(8,339,734,840)
(8,339,734,840)
$13,022,725,470

Attachment 5

Synnex Technology International Corp. Comparison Table of Amended Clauses of Articles of Incorporation

Reasons for Amended provisions Before amendment amendment Article 13 Article 13 Amended in The Company holds two types of The Company holds two types of accordance shareholders' meeting, listed in the shareholders' meeting, listed in the with following: following: legislation and I. Annual shareholders' meeting; I. Annual shareholders' meeting; actual II. Extraordinary shareholders meeting. II. Extraordinary shareholders meeting. requirements of the The annual shareholders' meeting is to be The annual shareholders' meeting is to be Company. held once every year which shall be held once every year which shall be convened within six months after the close convened within six months after the close of each fiscal year. of each fiscal year. An extraordinary shareholders meeting An extraordinary shareholders meeting shall be convened when necessary and shall be convened when necessary and shall, unless otherwise provided for in the shall, unless otherwise provided for in the Company Act, be convened by the board of Company Act, be convened by the board of directors. directors. Extraordinary shareholders' meetings Extraordinary shareholders' meetings may may be held whenever necessary, and are be held whenever necessary, and are subject to compliance with relevant laws. subject to compliance with relevant laws. A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Article 41 Article 41 Added number The Articles of Incorporation were drafted The Articles of Incorporation were drafted of and agreed upon by all founders on and agreed upon by all founders on amendments September 1, 1988. It officially takes effect September 1, 1988. It officially takes effect and after the approval of the competent after the approval of the competent amendment authority; the same applies to any authority; the same applies to any dates. amendments. The 1st amendment was amendments. The 1st amendment was made on September 27, 1990. The 2nd made on September 27, 1990. The 2nd amendment was made on June 18, 1991. amendment was made on June 18, 1991. The 3rd amendment was made on April 6, The 3rd amendment was made on April 6, 1992. The 4th amendment was made on 1992. The 4th amendment was made on March 18, 1993. The 5th amendment was March 18, 1993. The 5th amendment was made on October 22, 1993. The 6th made on October 22, 1993. The 6th

Amended provisions Before amendment

Reasons for amendment

amendment was made on May 11, 1994. amendment was made on May 11, 1994. The 7th amendment was made on May 20, The 7th amendment was made on May 20, 1995. The 8th amendment was made on 1995. The 8th amendment was made on March 28, 1996. The 9th amendment was March 28, 1996. The 9th amendment was made on April 18, 1997. The 10th made on April 18, 1997. The 10th amendment was made on April 18, 1997. amendment was made on April 18, 1997. The 11th amendment was made on May The 11th amendment was made on May 13, 1998. The 12th amendment was made 13, 1998. The 12th amendment was made on May 7, 1999. The 13th amendment was on May 7, 1999. The 13th amendment was made on May 2, 2000. The 14th made on May 2, 2000. The 14th amendment was made on May 11, 2001. amendment was made on May 11, 2001. The 15th amendment was made on May The 15th amendment was made on May 21, 2002. The 16th amendment was made 21, 2002. The 16th amendment was made on May 28, 2003. The 17th amendment on May 28, 2003. The 17th amendment was made on June 10, 2005. The 18th was made on June 10, 2005. The 18th amendment was made on June 13, 2007. amendment was made on June 13, 2007. The 19th amendment was made on June The 19th amendment was made on June 11, 2008. The 20th amendment was made 11, 2008. The 20th amendment was made on June 17, 2010. The 21st amendment on June 17, 2010. The 21st amendment was made on June 10, 2011. The 22nd was made on June 10, 2011. The 22nd amendment was made on June 13, 2012. amendment was made on June 13, 2012. The 23rd amendment was made on June The 23rd amendment was made on June 11, 2014. The 24th amendment was made 11, 2014. The 24th amendment was made on June 12, 2015. The 25th amendment on June 12, 2015. The 25th amendment was made on June 8, 2016. The 26th was made on June 8, 2016. The 26th amendment was made on June 7, 2017. amendment was made on June 7, 2017. The 27th amendment was made on June The 27th amendment was made on June 12, 2018. The 28th amendment was made 12, 2018. The 28th amendment was made on June 6, 2019. The 29th amendment was on June 6, 2019. The 29th amendment was made on June 12, 2020. The 30th made on June 12, 2020. amendment was made on May 30, 2022.

Attachment 6

Synnex Technology International Corp.

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

==> picture [499 x 23] intentionally omitted <==

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Article Amended provisions Existing articles Description
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Attachment 6
Synnex Technology International Corp.
Comparison Table of Amended Clauses of Procedure for the
Acquisition or Disposal of Assets
Attachment 6
Synnex Technology International Corp.
Comparison Table of Amended Clauses of Procedure for the
Acquisition or Disposal of Assets
Attachment 6
Synnex Technology International Corp.
Comparison Table of Amended Clauses of Procedure for the
Acquisition or Disposal of Assets
Attachment 6
Synnex Technology International Corp.
Comparison Table of Amended Clauses of Procedure for the
Acquisition or Disposal of Assets
Article
Amended provisions
Existing articles
Description
Article 3 (Definitions of terms)
I.Derivatives: Forward contracts,
options
contracts,
futures
contracts, leverage contracts, or
swap contracts, whose value is
derived from a specified interest
rate, financial instrument price,
commodity price, foreign exchange
rate, index of prices or rates, credit
rating or credit index, or other
variable;
or
hybrid
contracts
combining the above contracts; or
hybrid contracts or structured
products
containing
embedded
derivatives. The term "forward
contracts"
does
not
include
insurance contracts, performance
contracts,
after-sales
service
contracts,
long-term
leasing
contracts, or long-term purchase
(sales) contracts.
II.Assets acquired or disposed
through
mergers,
demergers,
acquisitions, or transfer of shares in
accordance with law: Refers to
assets
acquired
or
disposed
through mergers, demergers, or
acquisitions conducted under the
Business Mergers and Acquisitions
Act and other acts, or to transfer of
shares from another company
through issuance of new shares of
its own as the consideration
therefor (hereinafter "transfer of
shares") under Article 156-3 of the
Company Act.
III.Related party or subsidiary: As
defined
in
the
Regulations
Governing
the
Preparation
of
Financial Reports bySecurities
(Definitions of terms)
I.Derivatives: Forward contracts,
options
contracts,
futures
contracts, leverage contracts, or
swap contracts, whose value is
derived from a specified interest
rate, financial instrument price,
commodity price, foreign exchange
rate, index of prices or rates, credit
rating or credit index, or other
variable;
or
hybrid
contracts
combining the above contracts; or
hybrid contracts or structured
products
containing
embedded
derivatives. The term "forward
contracts"
does
not
include
insurance contracts, performance
contracts,
after-sales
service
contracts,
long-term
leasing
contracts, or long-term purchase
(sales) contracts.
II.Assets acquired or disposed
through
mergers,
demergers,
acquisitions, or transfer of shares in
accordance with law: Refers to
assets
acquired
or
disposed
through mergers, demergers, or
acquisitions conducted under the
Business Mergers and Acquisitions
Act and other acts, or to transfer of
shares from another company
through issuance of new shares of
its own as the consideration
therefor (hereinafter "transfer of
shares") under Article 156-3 of the
Company Act.
III.Related party or subsidiary:As
defined
in
the
Regulations
Governing
the
Preparation
of
Financial Reports bySecurities
Amended in
consideration
of laws and
regulations.

Issuers.

IV.Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.

V.Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

VI.Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission and conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland China Area.

VII."Within the preceding year" as used in this procedure refers to the year preceding the date of occurrence of the current transaction and retrospectively calculated one year ahead. Items have been announced, for those have been approved by an appraisal report from a professional appraiser or a CPA opinion or those that have been submitted to the shareholders’ meeting and Audit Committee for approval and passed by the Board of Directors need not be counted toward the transaction amount.

VIII.The "latest financial

Issuers.

IV.Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.

V.Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply. VI.Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission and conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland China Area.

VII.“Within the preceding year" as used in this procedure refers to the year preceding the date of occurrence of the current transaction and retrospectively calculated one year ahead. Items have been announced, for those have been approved by an appraisal report from a professional appraiser or a CPA opinion or those that have been submitted to the Audit Committee for approval and passed by the Board of Directors need not be counted toward the transaction amount. VIII.The "latest financial

statements" mentioned in this Procedure refers to the individual or separate financial statements that the Company has had verified, certified, or reviewed by a CPA in the latest period.

statements" mentioned in this Procedure refers to the individual or separate financial statements that the Company has had verified, certified, or reviewed by a CPA in the latest period.

IX.For the calculation of "10% of total assets" under this Procedure, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

IX.For the calculation of "10% of total assets" under this Procedure, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

X.In the case of a company whose X.In the case of a company whose shares have no par value or a par shares have no par value or a par value other than NT$10-for the value other than NT$10-for the calculation of transaction amounts calculation of transaction amounts of 20% of paid-in capital under of 20% of paid-in capital under these Regulations as in the these Regulations as in the Procedure, 10% of equity Procedure, 10% of equity attributable to owners of the parent attributable to owners of the parent shall be substituted; for calculations shall be substituted; for calculations under the provisions of these under the provisions of these Regulations regarding transaction Regulations regarding transaction amounts relative to paid-in capital amounts relative to paid-in capital of NT$10 billion, NT$20 billion of of NT$10 billion, NT$20 billion of equity attributable to owners of the equity attributable to owners of the parent shall be substituted. parent shall be substituted. Article 4 (Independence of experts) (Independence of experts) Professional appraisers and their Professional appraisers and their officers, certified public accounts, officers, certified public accounts, attorneys, and securities attorneys, and securities underwriters that provide the underwriters that provide the Company with appraisal reports, Company with appraisal reports, certified public accountant's certified public accountant's opinions, attorney's opinions, or opinions, attorney's opinions, or underwriter's opinions shall meet the underwriter's opinions shall meet the following requirements: following requirements: I.May not have previously received I.May not have previously received a final and unappealable sentence a final and unappealable sentence to imprisonment for 1 year or to imprisonment for 1 year or longer for a violation of the longer for a violation of the Securities and Exchange Act, the Securities and Exchange Act, the Company Act, the Banking Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Insurance Act, the Financial Holding

Amended in consideration of laws and regulations.

Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

II.May not be a related party or de facto related party of any party to the transaction.

III.If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the legal regulations of the respective industry association as in the following:

I.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

II.When executing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

III.They shall undertake an item-byitem evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or

Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

II.May not be a related party or de facto related party of any party to the transaction.

III.If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following:

I.Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II.When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

III.They shall undertake an item-byitem evaluation of the comprehensiveness, accuracy , and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the

the opinion.

IV.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

opinion.

IV.They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate , and that they have complied with applicable laws and regulations.

Article 5 (Procedures for the Acquisition and (Procedures for the Acquisition and Amended Disposal of Securities Investment) Disposal of Securities Investment) according to I.Assessment and Operating I.Assessment and Operating actual needs Procedures Procedures of the operation The purchase and sale of securities The purchase and sale of securities and delete investments by the Company shall be investments by the Company shall be text for laws carried out in accordance with the carried out in accordance with the and relevant operating regulations. The relevant operating regulations. The regulations. finance department shall submit an finance department shall submit an evaluation report, and the most evaluation report, and the most recent individual or separate recent individual or separate financial report or other relevant financial report or other relevant information of the target company information of the target company shall be obtained before the date of shall be obtained before the date of occurrence as the evaluation basis. occurrence as the evaluation basis. II.The procedure for deciding the II.The procedure for deciding the transaction conditions and transaction conditions and authorized amounts for each authorized amounts for each transaction must be approved by transaction must be approved by the President or Chairman. If the the President or Chairman. If the amount of each transaction exceeds amount of each transaction exceeds NT$300 million, it should be NT$300 million, it should be submitted to the Board of Directors submitted to the Board of Directors for approval. However, for low-risk for approval. However, for fixedfinancial investments, such as bills income investments, such as time of exchange for acceptance, deposits, bills of exchange for commercial papers, negotiable acceptance, commercial papers, certificates of deposit, money negotiable certificates of deposit, market funds , and stable fund domestic money market funds, the products, the highest manager of President is authorized to approve the financial department is the investment, after which the authorized to approve the investment may be made. investment, after which the investment may be made. III.Executing unit III.Executing unit Investment in securities by the Investment in securities by the

Company shall be submitted for approval in accordance with the approval authority in the preceding paragraph; after approval, the financial department is responsible for executing the investment.

Company shall be submitted for approval in accordance with the approval authority in the preceding paragraph; after approval, the financial department is responsible for executing the investment.

IV.Obtain expert opinion

IV.Obtain expert opinion

Where the Company acquires or If the dollar amount of securities to disposes of securities and the be acquired or disposed by the transaction amount reaches 20% or Company is 20% or more of the more of paid-in capital or NT$300 Company's paid-in capital or NT$300 million or more, the Company shall million or more, the Company shall engage a certified public accountant engage a certified public accountant prior to the date of occurrence of the prior to the date of occurrence of the event to render an opinion on the event to provide an opinion reasonableness of the transaction regarding the reasonableness of the price. This requirement does not transaction price. If the CPA needs to apply, however, to publicly quoted use the report of an expert as prices of securities that have an evidence, the CPA shall do so in active market, or where other accordance with the provisions of regulations of the competent the Statement of Auditing Standards authority prevail. No. 20 published by the Accounting Research and Development Foundation of the Republic of China " " (the ARDF of the ROC ) . This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where other regulations of the competent authority prevail. V.Provision of long-term V.Provision of long-term investment in subsidiaries shall be investment in subsidiaries shall be handled in accordance with the handled in accordance with the procedures specified in this article. procedures specified in this article. Article 6 (Procedures for Acquiring or (Procedures for Acquiring or Text deleted Disposing of Real Property, Disposing of Real Property, in Equipment, or Right-of-Use Assets Equipment, or Right-of-Use Assets consideration Thereof) Thereof) of laws and I.Assessment and Operating I.Assessment and Operating regulations. Procedures: Procedures: The acquiring or disposing of real The acquiring or disposing of real property, equipment, or right-of-use property, equipment, or right-of-use assets thereof by the Company shall assets thereof by the Company shall be handled by the respective be handled by the respective department of the Company and department of the Company and relevant responsible units in relevant responsible units in

accordance with relevant operating accordance with relevant operating regulations. regulations. II.Procedure for Determining II.Procedure for Determining Transaction Conditions and Transaction Conditions and Authorized Amounts Authorized Amounts

(I)Acquisition or disposal of real property or right-of-use assets thereof shall be based on the publicly announced current value, appraised value and actual sale prices of neighboring property to determine the transaction terms and the transaction price.

(II)Acquisition or disposal of equipment or right-of-use assets thereof shall be conducted by one method chosen among price inquiry, price competition, price negotiation, or bidding.

(III)Transactions exceeding NT$15 million must be approved by the President; those exceeding NT$200 million must be approved by the Chairman; those exceeding NT$300 million must be reported to and approved by the Board of Directors. III.Executing unit

(I)Acquisition or disposal of real property or right-of-use assets thereof shall be based on the publicly announced current value, appraised value and actual sale prices of neighboring property to determine the transaction terms and the transaction price.

(II)Acquisition or disposal of equipment or right-of-use assets thereof shall be conducted by one method chosen among price inquiry, price competition, price negotiation, or bidding. (III)Transactions exceeding NT$15 million must be approved by the President; those exceeding NT$200 million must be approved by the Chairman; those exceeding NT$300 million must be reported to and approved by the Board of Directors. III.Executing unit

When the Company acquires or When the Company acquires or disposes of real property, disposes of real property, equipment, or right-of-use assets equipment, or right-of-use assets thereof, it shall submit for approval in thereof, it shall submit for approval in accordance with approval authority accordance with approval authority stipulated in the preceding stipulated in the preceding paragraph; the respective paragraph; the respective department and management department and management department shall be responsible for department shall be responsible for execution. execution. IV.Appraisal reports of real IV.Appraisal reports of real property, equipment, or right-ofproperty, equipment, or right-ofuse assets thereof use assets thereof In acquiring or disposing of real In acquiring or disposing of real property, equipment, or right-of-use property, equipment, or right-of-use assets thereof where the transaction assets thereof where the transaction amount reaches 20% of the amount reaches 20% of the Company's paid-in capital or NT$300 Company's paid-in capital or NT$300 million or more, the Company, unless million or more, the Company, unless transacting with a domestic transacting with a domestic

government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(I)Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(II)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(III)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.

government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(I)Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(II)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(III)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction

1. Where the discrepancy between
the
appraisal
result
and
the
transaction amount is 20% or more
of the transaction amount.
2. The discrepancy between the
appraisal results of two or more
professional appraisers is 10% or
more of the transaction amount.
(IV)No more than 3 months may
elapse between the date of the
appraisal
report
issued
by
a
professional appraiser and the
contract execution date; However,
where the publicly announced
current value for the same period is
used and not more than 6 months
have elapsed, an opinion may still
be
issued
by
the
original
professional appraiser.
price.
1. Where the discrepancy between
the
appraisal
result
and
the
transaction amount is 20% or more
of the transaction amount.
2. The discrepancy between the
appraisal results of two or more
professional appraisers is 10% or
more of the transaction amount.
(IV)No more than 3 months may
elapse between the date of the
appraisal
report
issued
by
a
professional appraiser and the
contract execution date; However,
where the publicly announced
current value for the same period is
used and not more than 6 months
have elapsed, an opinion may still
be
issued
by
the
original
professional appraiser.
Article 8 (Procedures
for
Acquiring
or
Disposing
of
Memberships,
Intangible Assets, or Right-of-Use
Assets Thereof and Other Important
Assets)
I.Assessment
and
Operating
Procedures:
The acquiring or disposing of
memberships, intangible assets, or
right-of-use assets thereof and other
important assets by the Company
shall be handled by the respective
department of the Company and
relevant
responsible
units
in
accordance with relevant operating
regulations.
II.Procedure
for
Determining
Transaction
Conditions
and
Authorized Amounts
(I)Acquisition
or
disposal
of
memberships, intangible assets, or
right-of-use assets thereof and
other important assets shall be
conducted by one method chosen
among
price
inquiry,
price
competition, price negotiation, or
bidding.
(Procedures
for
Acquiring
or
Disposing
of
Memberships,
Intangible Assets, or Right-of-Use
Assets Thereof and Other Important
Assets)
I.Assessment
and
Operating
Procedures:
The acquiring or disposing of
memberships, intangible assets, or
right-of-use assets thereof and other
important assets by the Company
shall be handled by the respective
department of the Company and
relevant
responsible
units
in
accordance with relevant operating
regulations.
II.Procedure
for
Determining
Transaction
Conditions
and
Authorized Amounts
(I)Acquisition
or
disposal
of
memberships, intangible assets, or
right-of-use assets thereof and
other important assets shall be
conducted by one method chosen
among
price
inquiry,
price
competition, price negotiation, or
bidding.
Text deleted
in
consideration
of laws and
regulations.

(II)Transactions exceeding NT$15 million must be approved by the President; those exceeding NT$200 million must be approved by the Chairman; those exceeding NT$300 million must be reported to and approved by the Board of Directors. III.Executing unit

When the Company acquires or disposes of memberships, intangible assets, or right-of-use assets thereof and other important assets, it shall submit for approval in accordance with approval authority stipulated in the preceding paragraph; the respective department and management unit shall be responsible for execution.

IV.Obtain expert opinion

Where the Company acquires or disposes of memberships, intangible assets, or right-of-use assets thereof and the transaction amount reaches 20% or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 9 (Procedures for Related Party Transactions)

I.Acquisition or disposal of real property or right-of-use assets thereof by the Company from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the

(II)Transactions exceeding NT$15 million must be approved by the President; those exceeding NT$200 million must be approved by the Chairman; those exceeding NT$300 million must be reported to and approved by the Board of Directors. III.Executing unit

When the Company acquires or disposes of memberships, intangible assets, or right-of-use assets thereof and other important assets, it shall submit for approval in accordance with approval authority stipulated in the preceding paragraph; the respective department and management unit shall be responsible for execution.

IV.Obtain expert opinion

Where the Company acquires or disposes of memberships, intangible assets, or right-of-use assets thereof, and the transaction amount reaches 20% or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price ; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF .

(Procedures for Related Party Transactions)

I.Acquisition or disposal of real property or right-of-use assets thereof by the Company from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the

Amended in consideration of laws and regulations.

company's total assets, or NT$300 million or more, in addition to performing the relevant resolution procedures and the evaluation of the reasonableness of the transaction conditions in accordance with the provisions of Article 6 procedures for acquiring or disposing of real property, the relevant resolution procedures and the evaluation of the rationality of the transaction conditions shall also be handled in accordance with the following provisions. Also, when judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

II.The acquiring or disposing of assets meeting the conditions of Paragraph 1 of this article from or to related parties, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to the Audit Committee and passed by the Board of Directors:

(I)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (II)The reason for choosing the related party as a transaction counterparty.

(III)With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Paragraph 3,

company's total assets, or NT$300 million or more, in addition to performing the relevant resolution procedures and the evaluation of the reasonableness of the transaction conditions in accordance with the provisions of Article 6 procedures for acquiring or disposing of real property, the relevant resolution procedures and the evaluation of the rationality of the transaction conditions shall also be handled in accordance with the following provisions. Also, when judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

II.The acquiring or disposing of assets meeting the conditions of Paragraph 1 of this article from or to related parties, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been submitted to the Audit Committee and passed by the Board of Directors:

(I)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (II)The reason for choosing the related party as a transaction counterparty.

(III)With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Paragraph 3,

Subparagraphs (1) and (4) of this Article.

(IV)The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

(V)Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

(VI)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding paragraph.

(VII)Restrictive covenants and other important stipulations associated with the transaction.

III.Reasonableness assessment of transaction costs

(I)When the Company acquires real property or right-of-use assets thereof from a related party, it shall evaluate the reasonableness of the transaction costs by the following means:

  1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. Necessary interest on funding is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum nonfinancial industry lending rate announced by the Ministry of Finance. 2. Total loan value appraisal from a financial institution where the related party has previously created

Subparagraphs (1) and (4) of this Article.

(IV)The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

(V)Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

(VI)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding paragraph.

(VII)Restrictive covenants and other important stipulations associated with the transaction.

III.Reasonableness assessment of transaction costs

(I)When the Company acquires real property or right-of-use assets thereof from a related party, it shall evaluate the reasonableness of the transaction costs by the following means:

  1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. Necessary interest on funding is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum nonfinancial industry lending rate announced by the Ministry of Finance.

  2. Total loan value appraisal from a financial institution where the related party has previously created

a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

(II)Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. (III)When the Company acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article, it shall also engage a CPA to check the appraisal and render a specific opinion.

(IV)Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article are uniformly lower than the transaction price, it shall process in accordance with Paragraph 3, Subparagraph (5) of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not

a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

(II)Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

(III)When the Company acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article, it shall also engage a CPA to check the appraisal and render a specific opinion.

(IV)Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article are uniformly lower than the transaction price, it shall process in accordance with Paragraph 3, Subparagraph (5) of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not

apply:

  1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(1) Where undeveloped land is appraised in accordance with the means described in Paragraph 3, Subparagraphs (1) and (2) of this Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

  1. Where the Company is acquiring real property or obtaining real property right-of-use assets through leasing from a related party and provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the

apply:

  1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(1) Where undeveloped land is appraised in accordance with the means described in Paragraph 3, Subparagraphs (1) and (2) of this Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. 2. Where the Company is acquiring real property or obtaining real property right-of-use assets through leasing from a related party and provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the

preceding in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

(V)Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article are uniformly lower than the transaction price, the following steps shall be taken.

  1. A special reserve shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase and issuance of bonus shares.

  2. The Audit Committee shall comply with Article 218 of the Company Act. 3. Actions taken pursuant to items 1 and 2 shall be reported to a General Shareholders' Meeting, and the details of the transaction shall be disclosed in the annual report and investment prospectus.

When the Company has set aside a special reserve under the preceding, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium,

preceding in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

(V)Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Paragraph 3, Subparagraphs (1) and (2) of this Article are uniformly lower than the transaction price, the following steps shall be taken.

  1. A special reserve shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase and issuance of bonus shares.

  2. The Audit Committee shall comply with Article 218 of the Company Act.

  3. Actions taken pursuant to items 1 and 2 shall be reported to a General Shareholders' Meeting, and the details of the transaction shall be disclosed in the annual report and investment prospectus.

When the Company has set aside a special reserve under the preceding, it may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium,

or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority has given its consent.

(VI)When the Company acquires real property or right-of-use assets thereof from a related party, if there is one of the following circumstances, it shall proceed with evaluation and operation procedures in accordance with the provisions of Paragraphs 1 and 2 of this Article, and Paragraph 3, Subparagraphs (1), (2), and (3) of this Article may not apply on the reasonableness assessment of transaction costs:

  1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

  2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

  3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

  4. The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital.

or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority has given its consent.

(VI)When the Company acquires real property or right-of-use assets thereof from a related party, if there is one of the following circumstances, it shall proceed with evaluation and operation procedures in accordance with the provisions of Paragraphs 1 and 2 of this Article, and Paragraph 3, Subparagraphs (1), (2), and (3) of this Article may not apply on the reasonableness assessment of transaction costs:

  1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

  2. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

  3. The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital.

IV.With respect to the types of transactions listed below, when conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's Board of Directors may pursuant to regulations delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting:

(I)Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II)Acquisition or disposal of real property right-of-use assets held for business use.

V.Where the Company has created the position of independent director pursuant to regulations, and if a matter is submitted for discussion by the Board of Directors in accordance with the provisions of Paragraph 2, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.

IV.With respect to the types of transactions listed below, when conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's Board of Directors may pursuant to regulations delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting:

(I)Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II)Acquisition or disposal of real property right-of-use assets held for business use.

V.Where the Company has created the position of independent director pursuant to regulations, and if a matter is submitted for discussion by the Board of Directors in accordance with the provisions of Paragraph 2, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting.

VI.If the Company or a subsidiary is a non-domestic public company and engages in a transaction from Paragraph 1, and the transaction amount is more than 10% of the Company's total assets, it may not proceed to enter into a transaction contract or make a payment until the materials listed in Paragraph 1 have been submitted to the shareholders' meeting for approval. However, this does not

apply to transactions between the Company and the parent company, subsidiaries, or their subsidiaries.

Article 13 (Period and content of (Period and content of announcement and report) announcement and report) I.Under any of the following I.Under any of the following circumstances, when the Company circumstances, when the Company is acquiring or disposing of assets, it is acquiring or disposing of assets, it shall report the relevant shall report the relevant information on the designated information on the designated website of the securities competent website of the securities competent authority in the appropriate format authority in the appropriate format as prescribed by regulations within as prescribed by regulations within 2 days counting inclusively from the 2 days counting inclusively from the date of occurrence of the event; it date of occurrence of the event; it shall keep relevant contracts, shall keep relevant contracts, minutes, reference books, appraisal minutes, reference books, appraisal reports, and opinions of reports, and opinions of accountants, lawyers or securities accountants, lawyers or securities underwriters in the Company. underwriters in the Company. Unless otherwise provided by other Unless otherwise provided by other laws, keep it for at least five years: laws, keep it for at least five years: (I)Acquisition or disposal of real (I)Acquisition or disposal of real property or right-of-use assets property or right-of-use assets thereof from or to a related party, thereof from or to a related party, or acquisition or disposal of assets or acquisition or disposal of assets other than real property or right-ofother than real property or right-ofuse assets thereof from or to a use assets thereof from or to a related party where the transaction related party where the transaction amount reaches 20 percent or more amount reaches 20 percent or more of paid-in capital, 10 percent or of paid-in capital, 10 percent or more of the company's total assets, more of the company's total assets, or NT$300 million or more; or NT$300 million or more; provided, this shall not apply to provided, this shall not apply to trading of domestic government trading of domestic government bonds or bonds under repurchase bonds or bonds under repurchase and resale agreements, or and resale agreements, or subscription or redemption of subscription or redemption of money market funds issued by money market funds issued by domestic securities investment domestic securities investment trust enterprises. trust enterprises.

(II)Merger, demerger, acquisition, or transfer of shares.

(II)Merger, demerger, acquisition, or transfer of shares.

(III)Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures

(III)Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures

Amended in consideration of laws and regulations.

adopted by the company.

adopted by the company.

(IV)The type of asset acquired or disposed of is equipment or rightof-use assets thereof for operating purposes, the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more.

(IV)The type of asset acquired or disposed of is equipment or rightof-use assets thereof for operating purposes, the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more.

(V)Where a real property is (V)Where a real property is acquired under an arrangement on acquired under an arrangement on engaging others to build on the engaging others to build on the Company's own land, engaging Company's own land, engaging others to build on rented land, joint others to build on rented land, joint construction and allocation of construction and allocation of housing units, joint construction housing units, joint construction and allocation of ownership and allocation of ownership percentages, or joint construction percentages, or joint construction and separate sale, and furthermore and separate sale, and furthermore the transaction counterparty is not the transaction counterparty is not a related party, and the amount the a related party, and the amount the company expects to invest in the company expects to invest in the transaction reaches NT$500 million. transaction reaches NT$500 million. (VI)Where an asset transaction (VI)Where an asset transaction other than any of those referred to other than any of those referred to in the preceding five in the preceding five subparagraphs, a disposal of subparagraphs, a disposal of receivables by a financial receivables by a financial institution, or an investment in the institution, or an investment in the mainland China area reaches 20% mainland China area reaches 20% or more of paid-in capital of the or more of paid-in capital of the Company or NT$300 million; Company or NT$300 million; provided, this shall not apply to the provided, this shall not apply to the following circumstances: following circumstances: 1. Buying and selling domestic 1. Trading of domestic government government bonds or foreign bonds. government bonds with a credit rating not lower than Taiwan's sovereign credit rating . 2. Where done by professional 2. Where done by professional investors-securities trading on investors-securities trading on securities exchanges or OTC markets, securities exchanges or OTC markets, or subscription of foreign bonds or or subscription of ordinary corporate ordinary corporate bonds or general bonds or general bank debentures bank debentures without equity without equity characteristics characteristics (excluding (excluding subordinated debt) that subordinated debt) that are offered are offered and issued in the primary and issued in the primary market, or market, or subscription or subscription or redemption of redemption of securities investment

(V)Where a real property is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. (VI)Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital of the Company or NT$300 million; provided, this shall not apply to the following circumstances: 1. Trading of domestic government bonds.

securities investment trust funds or futures trust funds , or subscription - or resale of exchange traded note, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

  1. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(VII)The calculation method of the transaction amounts mentioned in the preceding six subparagraphs as follows:

  1. The amount of any individual transaction.

  2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

  3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

  4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

II.When the Company makes an error or omission in an item required by regulations to be publicly announced, all the items shall be properly corrected and publicly announced in entirety

trust funds or futures trust funds, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

  1. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (VII)The calculation method of the transaction amounts mentioned in the preceding six subparagraphs as follows:

  2. The amount of any individual transaction.

  3. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

  4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

  5. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

II.When the Company makes an error or omission in an item required by regulations to be publicly announced, all the items shall be properly corrected and publicly announced in entirety

within 2 days upon knowledge of its
error or omission.
III.If the following situations arise
after the Company has announced
or reported according to the
Paragraph 1, it shall report the
relevant
information
on
the
designated website of the securities
competent
authority
in
the
appropriate format as prescribed by
regulations within 2 days counting
inclusively
from
the
date
of
occurrence of the event:
1. Change, termination, or rescission
of a contract signed in regard to the
original transaction.
2.
The
merger,
demerger,
acquisition, or transfer of shares is
not completed by the scheduled date
set forth in the contract.
3. Change to the originally publicly
announced
and
reported
information.
within 2 days upon knowledge of its
error or omission.
III.If the following situations arise
after the Company has announced
or reported according to the
Paragraph 1, it shall report the
relevant
information
on
the
designated website of the securities
competent
authority
in
the
appropriate format as prescribed by
regulations within 2 days counting
inclusively
from
the
date
of
occurrence of the event:
1. Change, termination, or rescission
of a contract signed in regard to the
original transaction.
2.
The
merger,
demerger,
acquisition, or transfer of shares is
not completed by the scheduled date
set forth in the contract.
3. Change to the originally publicly
announced
and
reported
information.
Article 19 (Date of amendment)
The Procedures were amended on
Monday, May 30, 2022.
(Date of amendment)
The Procedures were amended on
Thursday, June 6, 2019.
Expressly
stated the
date of
amendment.

Attachment 7

Synnex Technology International Corp.

Comparison Table of Amended Clauses of Procedure for Derivatives Trading

Article Amended provisions Amended provisions Amended provisions Amended provisions Before amendment Before amendment Before amendment Reasons for
amendment
Article 7 (Performance Evaluation)
1. Authorized Amount
Routine
foreign
exchange
transactions
The
table
of
authorized
amount is established based
on
the
growth
of
the
Company’s turnover and risk
management and takes effect
after
approval
by
the
Chairmanas follows:
The closing amount must be
approved by the person with
relevant authority. Positions
in any other currency shall
also be subject to the same
rules in the above table.
2. Execution Unit
Execution by the Finance
Department, provided that
transactions are subject to
approvals in accordance with
the authority.
3. Execution Process Flow
Please refer to Attachment.
Authorized
Unit
Single Closing
Amount (US$)
Chairman
20Million and
above
President
10to 20
Million(inclusive)
Highest-
Level
Finance
Executive
5to 10Million
(inclusive)
(Performance Evaluation)
1. Authorized Amount
Routine
foreign
exchange
transactions
The
table
of
authorized
amount is established based
on
the
growth
of
the
Company’s turnover and risk
management and takes effect
after
approval
by
the
Chairman.Such table shall
be submitted to the following
board meeting for records.
The same shall be applicable
to any amendment.
Authorized
Unit
Single Closing
Amount (US$)
Chairman
10Million and
above
President
5to 10
Million(inclusive)
Amended in
accordance
with actual
requirements
of the
Company.
Authorized
Unit
Single Closing
Amount (US$)
Authorized
Unit
Single Closing
Amount (US$)
Chairman 20Million and
above
Chairman 10Million and
above
President 10to 20
Million(inclusive)
President 5to 10
Million(inclusive)
Highest-
Level
Finance
Executive
5to 10Million
(inclusive)
Highest-
Level
Finance
Executive
1to5 Million
(inclusive)
2.
3.
Finance
Manager
(Below) 1 Million
The closing amount must be
approved by the person with
relevant authority. Positions
in any other currency shall
also be subject to the same
rules in the above table.
Execution Unit
Execution by the Finance
Department, provided that
transactions are subject to
approvals in accordance with
the authority.
Execution Process Flow
Please refer to Attachment.
Article 17 (Date of Amendment)
This Procedure was amended on
30 May2022.
(Date of Amendment)
This Procedure was amended on 6
June 2019.
Added
number of
amendments
and
amendment
dates.

Attachment 8

Synnex Technology International Corp.

List of Director Candidates

Nominee
Category

Name
Education Experience Other current positions
Name of
government
agency or legal
person
represented
Other current positions
Name of
government
agency or legal
person
represented

Has served as
independent
director for three
consecutive terms
or not/reason
Director David Tu  Master of
Computer
Engineering,
California State
University
 Doctor of
Computer
Engineering,
National Chiao
Tung University
Department
 President of Planning
Department, Synnex
Technology
International Corp.
 Vice President Group
Business Development &
Strategy, Synnex Technology
International Corp.
 Director, DIGITIMES INC.
 Director, JETWELL
COMPUTER CO., LTD.
 Independent Director,
NUVOTON TECHNOLOGY
CORPORATION
 Director, BESTCOM
Infotech Corp.
 Director, Synnex (Thailand)
Public Company Ltd.
 Director, Redington (India)
Ltd.
Hong Ding
Investments
Corp.
N/A
Director Scott-Matthew
Miau

 PhD in NCCU
Department of
Management
Information
Systems
 Vice-president, MiTAC
Inc.
 Special Assistant to the
Chairman, MiTAC
SYNNEX Group
 Vice President Internet of
Things Business Group,
MiTAC Information
Technology Corp.
 Chairman, MiTAC Hikari
Corp.
 Chairman, SINO
INFORMATION
TECHNOLOGY CORP.
 Vice Chairman, Lienhwa
United LPG
 GLOBALinks Publisher,
MiTAC SYNNEX Group
Lien Hwa
Industrial
Holdings
Corporation
N/A