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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.
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I. Time: May 30, 2022 (Monday) 9:00 am
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II. Location: 1F, No. 209, Section 1, Nangang Road, Taipei City Meeting called to order
III. Convening Method: Physical shareholders' meeting
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IV. Total outstanding Synnex shares : 1,667,946,968 shares
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V. Total shares represented by shareholders present in person or by proxy : 1,416,764,740 shares Percentage of shares held by shareholders present in person or by proxy : 84.94%
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VI. Chairman : Miau Feng-Chiang, the Chairman of the Board of Directors
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VII. Recorder : Lin Shu-Chen
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VIII. Directors present : Director 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
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IX. Announcement to start meeting
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X. Chairman’s Statements (omitted)
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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.
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(I) According to Article 38 of the Company's Articles of
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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.
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(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.
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(I) This proposal is based on Article 38-1 of the Articles of
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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.
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(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.
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(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.
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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.
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(II) Please ratify.
Resolution: Voting Results : Shares represented at the time of voting : 1,415,340,740
Voting Results % of the total represented share present (including votes casted electronically) Votes in favor : 1,262,027,278 votes 89.16 %
| Votes against:1,536,895 votes | 0.10% |
|---|---|
| Votes invalid:none | 0.00% |
| Votes abstained:151,776,567 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 Results : Shares represented at the time of voting : 1,415,340,740
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,264,215,338 votes | 89.32% |
| Votes against:1,141,967 votes | 0.08% |
| Votes invalid:none | 0.00% |
| Votes abstained:149,983,435 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 Results : Shares represented at the time of voting : 1,415,340,740
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,223,894,601 votes | 86.47% |
| Votes against:38,424,904votes | 2.71% |
| Votes invalid:none | 0.00% |
| Votes abstained:153,021,235 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 Results : Shares represented at the time of voting : 1,415,340,740
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,230,087,432 votes | 86.91% |
| Votes against:61,509 votes | 0.00% |
| Votes invalid:none | 0.00% |
| Votes abstained:185,191,799 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.
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(I) Proposed amendment to certain clauses of the Procedure for
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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.
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(II) Please resolve.
Resolution: Voting Results : Shares represented at the time of voting : 1,415,340,740
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,264,191,992 votes | 89.32% |
| Votes against:72,567 votes | 0.00% |
| Votes invalid:none | 0.00% |
| Votes abstained:151,076,181 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
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practical needs; the terms of office of the directors will start from the date of election and end on July 19, 2024.
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(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. Representative:David Tu |
1,095,708,521 |
| 119603 | Lien Hwa Industrial Holdings Corporation Representative:Scott-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)
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(I) As the directors of the Company may invest in or manage other
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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.
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(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 Results:Shares represented at the time of voting:1,415,340,740 | |
| Voting Results (including votes casted electronically) |
% of the total represented share present |
| Votes in favor:1,229,204,950 votes | 86.84% |
| Votes against:618,059 votes | 0.04% |
| Votes invalid:none | 0.00% |
| Votes abstained:185,517,731 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
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(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!
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(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’”.
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(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.
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(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:
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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.
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Accelerate development of our recruitment service business, including cloud service recruitment business, mobile account recruitment business, and 3C product insurance recruitment business.
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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.
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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.
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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:
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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.
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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.
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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:
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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.
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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.
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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:
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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.
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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.
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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.
- 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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient 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:
-
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.
-
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.
-
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:
-
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.
-
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.
-
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:
-
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.
-
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.
-
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.
-
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:
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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.
-
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.
-
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 <==
----- Start of picture text -----
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. |
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| 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:
- 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:
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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.
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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:
- 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.
- 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:
- 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.
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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.
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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.
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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.
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The Audit Committee shall comply with Article 218 of the Company Act.
-
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:
-
The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
-
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.
-
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.
-
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:
-
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.
-
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.
-
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.
- 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:
-
The amount of any individual transaction.
-
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
-
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.
-
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.
-
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:
-
The amount of any individual transaction.
-
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
-
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.
-
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 |