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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AGM Information 2023

Jun 14, 2023

52019_rns_2023-06-14_ffad9b56-df1e-4861-9fce-b9eeb3246d22.pdf

AGM Information

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Stock Code: 2347

Synnex Technology International Corp.

2023 Annual Shareholders' Meeting Hankbook

==> picture [345 x 36] intentionally omitted <==

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

May 30, 2023

Convening Method: Physical shareholders' meeting

Table of Contents

Page No. Meeting Agenda .................................................................................................. - 2 - Reports ................................................................................................................. - 3 - Ratifications ......................................................................................................... - 5 - Discussions ........................................................................................................... - 6 - Extraordinary Motions ........................................................................................ - 7 - Attachments (Attachment 1) 2022 Business Report ............................................................... - 8 - (Attachment 2) Audit Committee's Audit Report ...........................................- 11 - (Attachment 3) 2022 Financial Statements .....................................................- 12 - (Attachment 4) 2022 Annual Surplus Distribution .........................................- 39 - (Attachment 5) Rules of Procedure for Shareholders' Meetings Comparison of Amended Provisions .........................................................................................- 40 - Appendices (Appendix 1) Articles of Incorporation ...........................................................- 59 - (Appendix 2) Rules of Procedure for Shareholders' Meetings ......................- 68 - (Appendix 3) Total directors' shareholdings ...................................................- 75 -

  • 1 -

Synnex Technology International Corp. 2023 Annual Shareholders' Meeting Agenda

  • I. Time: May 30, 2023 (Tuesday) 9:00 am

  • II. Location: 1F, No. 209, Section 1, Nangang Road, Taipei City

  • III. Meeting called to order

  • IV. Chairman's speech

  • V. Reports

  • (I) Report on operating status in 2022

  • (II) Report on the Audit Committee’s review of 2022 financial statements

  • (III) Report on the 2022 distribution of remuneration to employees and directors

  • (IV) Report on the 2022 distribution of cash dividends from earnings

  • VI. Ratifications

  • (I) Ratification of the 2022 financial statements

  • (II) Ratification of the 2022 earnings distribution

  • VII. Discussions:

  • (I) Discussion for amending certain provisions of the Rules of Procedure for Shareholders' Meetings

VIII. Extraordinary Motions

IX. Meeting adjourned

  • 2 -

Reports

Proposal 1

Agenda: The Company’s 2022 business report is hereby submitted for inspection.

Description: Please refer to Attachment 1 of this Handbook. (See pages 8 to 10 for details)

Proposal 2

Agenda: The Audit Committee’s review of the Company's 2022 financial statements is hereby submitted for inspection. Description: Please refer to Attachments 2 and 3 of this Handbook. (See pages 11 to 38 for details)

Proposal 3

Agenda: The report on the Company's 2022 distribution of remuneration to employees and directors is hereby submitted for inspection. Description: (I) According to Article 38 of the Company's Articles of Incorporation, the Company's profit before tax of the year before deducting remuneration to employees and directors and after making up for losses should be applied towards distributing remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance, and to directors for an amount not more than 1% of the balance.

  • (II) It is hereby proposed that for the year 2022 NT$2 million (approximately 0.01%) in employee remuneration and NT$8.168 million (approximately 0.04%) in directors' remuneration should be distributed, both of which will be paid in cash.

Proposal 4

Agenda: The report on the 2022 distribution of cash dividends from earnings is hereby submitted for inspection.

  • Description: (I) This proposal is based on Article 38-1 of the Articles of Incorporation which authorizes the Board of Directors to resolve to distribute all or part of the dividends and bonus in cash, and report to the shareholders’ meeting.

  • (II) A cash dividend of NT$5,837,814,388 is distributed to shareholders at NT$3.5 per share. The cash dividend will be

  • 3 -

paid up to NT$1, and the amounts below NT$1 will be rounded off. The total amount of dividends distributed to fractional shares less than NT$1 will be included in the Company’s other income.

  • (III) This proposal has been approved by the Board of Directors and the Chairman of the Board is authorized to set the exdividend 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.

  • 4 -

Ratifications

Proposal 1 (Proposed by the Board of Directors) Agenda: The Company's 2022 financial statements are hereby submitted for ratification.

Description: (I) The Company's 2022 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 of this Handbook. (See pages 8 to 10 for Attachment 1 and pages 12 to 38 for Attachment 3) (II) Please ratify.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Agenda: The Company's 2022 earnings distribution is hereby submitted for ratification.

Description: (I) The Company's 2022 earnings distribution has been approved by the Board of Directors and sent to the Audit Committee which has completed the review procedures. Please refer to Attachment 4 of this Handbook. (See page 39 for details)

(II) Please ratify.

Resolution:

  • 5 -

Discussions

Proposal 1 (Proposed by Board of Directors) Agenda: Proposed amendment to certain clauses of the Rules of Procedure for Shareholders' Meetings are submitted for approval. Description: (I) Proposed amendment to certain clauses of the Rules of Procedure for Shareholders' Meetings are prepared in accordance with legislations and the actual requirements of the Company. For Comparison Table of Amended Clauses, please refer to Attachment 5 to this Handbook (see pages 40 to 58 for details).

(II) Please resolve.

Resolution:

  • 6 -

Extraordinary Motions

Meeting adjourned

  • 7 -

Attachment 1

Business Report

A series of extreme events occurred over the past three years. The spread of COVID-19 across the world caused billions of people to suddenly put their lives on hold. Extreme weather led to frequent wildfires and showed the urgency of sustainability. Geopolitical storms continue to frequently occur, and a war rages on in the real world. Energy and food prices rapidly increased and supply chains were in total chaos. Inflation, interest rates raised violently, and high volatility in financial markets. This series of extreme events occurring within the span of three years is once in a lifetime event! Despite the turmoil in the international situation and industry environment, SYNNEX's revenue grew 4% to NT$426.6 billion in 2022, reaching a record high in the fifth consecutive year. For this we would like to thank our shareholders for their support!

SYNNEX gained a steady foothold despite the head winds and achieved stable growth, thanks to the preparations that started five years ago. We implemented the "Agility and Leap Forward Project" to drive transformation and development of business models and mechanisms, and formally implemented the Management Service Platform (MSP) strategic transformation in 2021.

MSP is SYNNEX's next big thing. Over the past two years since it was implemented, we have become paperless, wireless, mobile, cloud-based, use apps for communication, achieved agile office management, significantly reduced the resources put into inefficient operations, and significantly improved the performance of functions. We significantly increased the percentage of employees' knowledge-based work through the application of digital system tools. Externally, we comprehensively carried out digital integration with our supply chain partners and developed a customized VIP app, provided a variety of business analysis data, and developed innovative business models and customer service models. Besides improving customer satisfaction and trust, we further reduced resource consumption and carbon emissions from supply chain operations, achieving co-existence, mutual prosperity, and mutual benefit of the industry ecosystem!

Digitalization has swept the world, and even though it is still in the initial stage, we believe that digital technology will change the face of the world over the next decade. Digital transformation implies changes in work patterns, changes in management methods, and also changes in business models – countless business opportunities have appeared and many business have disappeared. As the wheels of digitalization rapidly roll towards the future, how will companies stand out? Or will the bubble pop? All it takes is the blink of an eye. In the trend of digitalization, SYNNEX set the theme for 2023 as "Rolling, Transforming, Leaping," and required all members of SYNNEX to make active preparations, implement with discipline, think outside the box, and establish new concepts and new habits to maintain business mechanisms and organizational vitality, showing the value of supply chain services.

  • 8 -

Below are the key operational highlights of 2022:

  1. Revenue and profit

  2. Synnex's 2022 consolidated revenue was NT$424.6 billion, representing 4% growth from the NT$408.8 billion in 2021. The net profit after tax was NT$15.75 billion, which is a decrease of 9% from the NT$17.27 billion in 2021. The EPS after tax was NT$9.44, which is a decrease of 9% from NT$10.35 in 2021.

  3. Concrete business results

  4. (1) After major business units generated record high revenues in 2021, and despite the global economic recession in 2022, the Semiconductor Business Unit, Taiwan IT Business Unit, Indonesia Business Unit, and Synnex FPT (Vietnam) all reached new record highs with double digit growth. Synnex (Thailand) also grew by 5% and the group's overall revenue continued to reach a record high for the fifth consecutive year.

  5. (2) We expanded services of the Logistic Service Provider (LSP) business, and subsidiary Synergy Intelligent Logistics Corp. provides services to nearly 1.3 million households, gaining recognition in the market for its excellent services.

  6. (3) We actively promoted the MSP and saw preliminary results. We established digital platforms for different business models, and provided over 200 vendors and customers with customized business analysis information through the SYNNEX VIP app, receiving good reviews from customers for value-added services.

  7. (4) As customer services become digital and mobile, we provide product information, purchase order progress information, incentives information, and account information through the dealer app, which is routinely used by 2,000 customers.

  8. (5) We established the environmental sustainability policy of "Sustainable SYNNEX, Cherish the Earth," setting clear implementation guidelines, actively promoting various low-carbon operating measures, and achieving internal paperless operation. In addition, through digital information linkage mechanisms, daily business operations such as contract signing, phone number application, reconciliation, invoice issuance, and delivery confirmation are comprehensively digitized and paperless, fulfilling corporate social responsibility in mitigating climate change.

The important business strategy for 2023 are respectively described as follows:

  1. We will dedicate our full effort to developing the MSP, develop digital platforms for different business models, including the semiconductor business, commercial business, retail business, and cloud services business, expanding the participation of vendors, customers, third party partner, and cross-field partners to win the trust of customers through our services.

  2. We will expand the use of AI tools to assist in making business decisions, adjust resource allocation, optimize the business structure, and improve overall business performance.

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

  4. 9 -

  5. 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.

The international situation is unpredictable and challenges will only become more severe in the future. After 35 years of operations, SYNNEX will continue to uphold "stable, continuous, and growth," and constantly enhance our capabilities, stay up-to-date, and steadily move forward. We hope that our shareholders will continue to push us and support us!

Wishing you good health,

Chairman: Miau, Matthew Feng Chiang President: Tu Shu-Wu Senior Director of Finance: Lin Tai-Yang

  • 10 -

Attachment 2

Synnex Technology International Corp. Audit Committee's report

The board of directors has prepared and submitted the 2022 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. 2023 General Shareholders' Meeting

Synnex Technology International Corp.

Chairman of the Audit Committee: Yeh Kuang-Shih

March 8, 2023

  • 11 -

Attachment 3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR22004573

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 at December 31, 2022 and 2021, 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 at December 31, 2022 and 2021, 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 that came into effect 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with Norm of Professional Ethics for Certified Public Accountant 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.

  • 12 -

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, 2022 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 semiconductor products. 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.

  • 13 -

How our audit addressed the matter

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

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

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

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

Assessment of allowance for valuation of inventory

Description

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

The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and semiconductor products. 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 realisable value of inventory is relatively subjective and the valuation amount is material to the financial statements, therefore, we indicated that the assessment of allowance for valuation of inventory as one of the key audit matters.

How our audit addressed the matter

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

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

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

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

Assessment of purchase rebate

Description

Please refer to Note 4(14) for accounting policies adopted for the recognition of purchase rebate.

  • 14 -

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

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

How our audit addressed the matter

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

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

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

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

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

Other matter – Reference to report of other 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$1,689,177 thousand and NT$1,539,457 thousand, both constituting 1% of the consolidated total assets as of December 31, 2022 and 2021, 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. Additionally, we did not audit the financial statements of certain investees for the year ended December 31, 2021 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 that came into effect 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

  • 15 -

other auditors. For the years ended December 31, 2022 and 2021, the recognised net profit of investments accounted for using equity method was NT$1,591,659 thousand and NT$2,205,169 thousand, respectively, constituting 10% and 12% of the consolidated net profits, respectively; the recognised comprehensive income of investments accounted for using equity method was NT$1,879,052 thousand and NT$2,043,630 thousand, respectively, constituting 10% and 14% of the consolidated comprehensive income, respectively. As of December 31, 2022 and 2021, the balance of related investments was NT$7,326,951 thousand and NT$11,041,956 thousand, respectively, constituting 3% and 5% of the consolidated total assets, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Synnex Technology International Corporation as of and for the years ended December 31, 2022 and 2021.

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 that came into effect 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 the 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 auditor’s 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

  2. 16 -

  3. 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.

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

  5. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  6. 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.

  7. 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 auditor’s 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, 2023

  • 17 -

------------------------------------------------------------------------------------------------------------------------------------------------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.

  • 18 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2) and 12(3)
6(3) and 12(3)
6(4)
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, 2022 %
7
-
12
-
3
32
-
3
-
26
3
86
3
-
4
4
1
-
-
1
1
14
100		 December 31, 2021
AMOUNT
$ 14,482,285
181,682
25,768,699
6,684
6,842,112
71,827,487
499,491
7,234,780
111,526
57,299,453
6,313,650
190,567,849
5,683,237
866,178
8,964,673
9,757,191
1,195,314
987,460
665,725
1,091,022
1,717,668
30,928,468
$ 221,496,317		 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		 %
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		 4
1
6
-
3
39
-
3
-
24
2
82
3
1
6
5
1
1
-
-
1
18
100

(Continued)

  • 19 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(16)
$ 73,314,084
33
$ 53,326,707
26
6(17)
4,860,000
2
12,490,000
6
6(2) and 12(3)
4,484
-
700
-
1,239,838
1
1,046,556
1
7(2)
30,623,774
14
49,046,067
24
6(18) and 7(2)
7,607,914
3
7,204,272
4
1,202,706
1
1,275,524
1
285,994
-
222,101
-
6(19)
4,231,772
2
4,781,962
2
123,370,566
56
129,393,889
64
6(20)
15,900,000
7
1,500,000
1
6(33)
6,612,570
3
4,110,062
2
268,227
-
223,920
-
6(21)
413,920
-
564,758
-
23,194,717
10
6,398,740
3
146,565,283
66
135,792,629
67
6(22)
16,679,470
7
16,679,470
8
6(23)
13,505,904
6
14,199,960
7
6(24)
11,368,673
5
9,673,477
5
8,247,113
4
6,336,545
3
28,800,686
13
24,968,224
13
6(25)
(
6,038,409) (
2) (
8,247,112) (
4 )
72,563,437
33
63,610,564
32
2,367,597
1
2,280,513
1
74,931,034
34
65,891,077
33
9
11
$ 221,496,317
100
$ 201,683,706
100
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

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

  • 20 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

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

Items Year ended December31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(26) and 7(2)
$ 424,550,420
100
$ 408,811,612
100
6(8) and 7(2)
(
406,707,201) (
96) (
391,212,144) (
96)
17,843,219
4
17,599,468
4
6(31)
(
6,926,926) (
2) (
6,543,389) (
2)
(
1,529,338)
-
(
1,475,687)
-
12(2)
(
249,419)
-
(
247,430)
-
(
8,705,683) (
2) (
8,266,506) (
2)
9,137,536
2
9,332,962
2
6(27)
323,504
-
299,752
-
6(28) and 7(2)
1,297,170
-
1,007,171
-
6(29)
8,511,724
2
9,824,049
3
6(30)
(
1,435,728)
-
(
490,128)
-
6(9)
2,440,589
1
3,258,136
1
11,137,259
3
13,898,980
4
20,274,795
5
23,231,942
6
6(33)
(
3,944,469) (
1) (
5,454,218) (
1)
$ 16,330,326
4
$ 17,777,724
5
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)

  • 21 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(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)		 Year ended December 31 Year ended December 31
2022 2021
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 (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
(loss) income that will not be
reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
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 (loss) that will be
reclassified to profit or loss
8300
Total other comprehensive income
(loss)
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
$

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

  • 22 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF TAIWAN DOLLARS)

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
Year ended December 31, 2022
Balance at January 1, 2022
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2021 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
Disposal of equity instruments at fair value through other
comprehensive income
Effect of reorganisations
Cash dividends paid by subsidiaries to non-controlling interests
Balance at December 31, 2022		 Notes Equityattributable to o wners of theparent Non-controlling
interest		 Total equity
Share capital -
common stock		 Capital surplus Retained Earnings Other equityinterest Total
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(23)
6(25)
6(24)
6(23)
6(35)
6(23)
6(23)
6(25)
6(25)


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





$ 14,709,395
-
-
-
-
-
-
29,158
1,472
480
(
540,545 )
$ 14,199,960
$ 14,199,960
-
-
-
-
-
-
121,504
2,085
594
(
5,350 )
-
(
812,889 )
-
$ 13,505,904		 $ 8,855,413
-
-
-
818,064
-
-
-
-
-
-
$ 9,673,477
$ 9,673,477
-
-
-
1,695,196
-
-
-
-
-
-
-
-
-
$ 11,368,673



$ 7,295,010
-
-
-
-
(
958,465 )
-
-
-
-
-
$ 6,336,545
$ 6,336,545
-
-
-
-
1,910,568
-
-
-
-
-
-
-
-
$ 8,247,113











$ 13,380,084
17,271,560
474
17,272,034
(
818,064 )
958,465
(
5,504,225 )
(
157,342 )
-
-
(
162,728 )
$ 24,968,224
$ 24,968,224
15,748,824
29,679
15,778,503
(
1,695,196 )
(
1,910,568 )
(
8,339,735 )
1,110
-
-
-
(
1,652 )
-
-
$ 28,800,686		 ($ 8,690,313 )
-
(
2,282,714 )
(
2,282,714 )
-
-
-
-
-
-
331,549
($ 10,641,478 )
($ 10,641,478 )
-
4,869,983
4,869,983
-
-
-
-
-
-
304,434
-
-
-
($ 5,467,061 )		 $ 2,353,767
-
40,599
40,599

-
-
-
-
-
-
-
$ 2,394,366

$ 2,394,366
-
(
2,967,366 )
(
2,967,366 )

-
-
-
-
-
-
-
1,652
-
-
($ 571,348 )










$ 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
$ 63,610,564
15,748,824
1,932,296
17,681,120
-
-
(
8,339,735 )
122,614
2,085
594
299,084
-
(
812,889 )
-
$ 72,563,437		 $ 2,267,342
506,164
(
437,729 )
68,435
-
-
-
-
(
55,264 )
-
-
$ 2,280,513
$ 2,280,513
581,502
5,563
587,065
-
-
-
-
(
23,029 )
-
-
-
-
(
476,952 )
$ 2,367,597		 $ 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
$ 65,891,077
16,330,326
1,937,859
18,268,185
-
-
(
8,339,735 )
122,614
(
20,944 )
594
299,084
-
(
812,889 )
(
476,952 )
$ 74,931,034

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

  • 23 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(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		 YearendedDecember 31
Notes
2022
2021
$ 20,274,795 $ 23,231,942
6(31)
299,072
309,985
6(31)
243,641
261,291
6(31)
35,019
44,536
6(31)
43,038
39,396
12(2)
249,419
247,430
6(29)
(
2,113 ) (
360,093 )
6(8)
412,607 (
18,908 )
6(30)
1,435,728
490,128
6(27)
(
323,504 ) (
299,752 )
6(28)
(
396,196 ) (
201,799 )
6(9)
(
2,440,589 ) (
3,258,136 )
6(29)
(
11,865 ) (
8,446 )
6(29)
- (
820,319 )
6(29)
(
8,345,108 ) (
9,020,026 )
6(11)
(
194 ) (
164 )
6,337,922 (
21,101,069 )
(
951,770 )
80,821
(
9,998,788 ) (
16,807,699 )
(
1,384,929 ) (
430,743 )
(
227,130 ) (
516,794 )
25,914
47,706
(
18,229,011 )
16,503,377
404,236
2,061,704
(
550,190 )
1,218,927
(
150,637 ) (
49,317 )
(
13,250,633 ) (
8,356,022 )
1,231,421
914,559
(
1,435,728 ) (
490,128 )
323,504
299,752
396,196
201,799
(
2,353,130 ) (
2,492,830 )
(
15,088,370 ) (
9,922,870 )

(Continued)

  • 24 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in financial assets at fair value
through profit or loss
Proceeds from disposal of non-current financial assets at
fair value through other comprehensive income
Proceeds from disposal of investments accounted for
under equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment property
Acquisition of intangible assets
Increase in time deposits maturing over three months
Decrease in time deposits maturing over three months
Increase in restricted time deposits
Decrease in restricted time deposits
Increase in refundable deposits
Decrease in refundable deposits
Increase in other non-current assets
Net cash flow on loss of control of subsidiary
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term notes and bills payable
Increase in long-term borrowings
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payments of lease liabilities
Acquisition of additional shares in subsidiary
Cash dividends paid
Cash dividends paid by subsidiaries to non-controlling
interests
Net cash flows from financing activities
Effects of changes in foreign exchange rates
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 YearendedDecember 31
Notes
2022
2021
$ 2,046,087 ( $ 2,046,087 )
205,134
-
-
1,097,835
6(10)
(
303,737 ) (
445,043 )
26,732
27,365
6(13)
(
1,795 ) (
354 )
6(14)
(
20,362 ) (
16,001 )
(
239,420 ) (
338,491 )
238,370
347,881
(
838,223 ) (
425,706 )
1,405,918
241,337
(
36,394 ) (
24,835 )
36,369
472,138
(
27,049 ) (
48,887 )
6(37)
-
189,657
2,491,630 (
969,191 )
6(36)
19,987,377
10,359,503
6(36)
(
7,630,000 ) (
1,240,000 )
6(36)
14,400,000
1,500,000
6(36)
697,267
93,211
6(36)
(
694,006 ) (
41,823 )
6(36)
(
188,997 ) (
244,900 )
6(35)
(
20,944 ) (
53,792 )
6(36)
(
8,339,735 ) (
5,504,225 )
(
476,952 )
-
17,734,010
4,867,974
2,292,057 (
2,152,728 )
7,429,327 (
8,176,815 )
7,052,958
15,229,773
$ 14,482,285 $ 7,052,958

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

  • 25 -

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR22000463

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, 2022 and 2021, 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, 2022 and 2021, 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 Standards on Auditing of 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.

  • 26 -

Key audit matters

Key audit matters are those matters that, in our professional judgment, 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, 2022 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 semiconductor products. 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 judgment 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 judgment on historical uncollectibility records, current economic conditions and the forecastable information to assess the default possibility of uncollectible accounts.

As management’s judgment 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.

  • 27 -

How our audit addressed the matter

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

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

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

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

Assessment of allowance for valuation of inventory

Description

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

The Company is primarily engaged in the sale of communication products, consumer electronic products, electronic products and semiconductor products. For the purpose of meeting diverse customer needs, the Company applied a 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 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 item-by-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 judgment on determining net realisable 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.

  • 28 -

How our audit addressed the matter

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

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

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

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

Assessment of purchase rebate

Description

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

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

  • 29 -

How our audit addressed the matter

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

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

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

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

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

Other matter – Reference to report of other auditors

We did not audit the financial statements of certain investments accounted for using equity method 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 for the year ended December 31, 2021 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, 2022 and 2021, the balance of investments accounted for using equity method of certain subsidiaries was NT$7,702,578 thousand and NT$11,352,268 thousand, respectively, constituting 5% and 9% of the parent company only total assets, respectively. For the years ended December 31, 2022 and 2021, the recognised net profit of investments accounted for using equity method was NT$1,645,136 thousand and NT$2,254,173 thousand, respectively, constituting 10% and 13% of the parent company only net profits, respectively; for the years ended December 31, 2022 and 2021, the recognised comprehensive income of investments accounted for using equity method was NT$1,932,529 thousand and NT$2,092,634 thousand, respectively, constituting 11% and 14% 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.

  • 30 -

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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

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

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

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

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

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

  7. 31 -

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, 2023

------------------------------------------------------------------------------------------------------------------------------------------------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.

  • 32 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2) and 12(3)
6(4)
6(5)
6(5)(6) and 12(2)
6(5) and 7(2)
7(2)
6(7)
6(3) and 12(3)
6(4) and 8
6(8)
6(9)
6(10)
6(29)
6(5)		 December 31, 2022 %
1
-
-
-
6
-
-
-
-
4
-
11
3
1
83
2
-
-
-
-
89
100		 December 31, 2021
AMOUNT
$ 711,178
108,733
1,050
191,984
8,761,226
264,348
639,323
437,569
-
5,809,692
125,085
17,050,188
5,466,252
802,156
132,563,511
3,524,766
48,872
71,515
77,537
28,212
142,582,821
$ 159,633,009		 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		 %
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1136
Current financial assets at amortised
cost
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		 1
-
-
-
4
-
1
1
-
4
-
11
5
1
80
3
-
-
-
-
89
100

(Continued)

  • 33 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(12)
$ 40,280,000
25
$ 33,770,000
28
6(13)
4,030,000
3
11,580,000
9
235,880
-
329,029
-
3,651,609
3
4,456,841
4
7(2)
80,865
-
74,211
-
6(14)
973,433
1
924,138
1
7(2)
14,626,177
9
625,136
1
6(29)
396,650
-
302,134
-
49,199
-
50,581
-
6(15)
385,744
-
443,104
-
64,709,557
41
52,555,174
43
6(16)
15,900,000
10
1,500,000
1
6(29)
6,318,709
4
3,848,853
3
-
-
49,198
-
6(17)
141,306
-
299,878
1
22,360,015
14
5,697,929
5
87,069,572
55
58,253,103
48
6(18)
16,679,470
10
16,679,470
14
6(19)
13,505,904
8
14,199,960
12
6(20)
11,368,673
7
9,673,477
8
8,247,113
5
6,336,545
5
28,800,686
18
24,968,224
20
6(21)
(
6,038,409) (
3) (
8,247,112) (
7 )
72,563,437
45
63,610,564
52
9
11
$ 159,633,009
100
$ 121,863,667
100
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
25XX
Total 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

The accompanying notes are an integral part of these parent company only financial statements.

  • 34 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021

(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(27)(28) and 7(2)


12(2)


6(23) and 7(2)
6(24) and 7(2)
6(25)

6(26)

6(8)
6(29)

6(17)
6(3)


6(29)


6(21)
6(30)		 Year ended December 31 Year ended December 31
2022 2021
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 (loss) 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 (loss) 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
$

The accompanying notes are an integral part of these parent company only financial statements.

  • 35 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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
Year ended December 31, 2022
Balance at January 1, 2022
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations of 2021 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
Disposal of equity instruments at fair value through other
comprehensive income
Effect of reorganisations
Balance at December 31, 2022		 Notes Share capital - common
stock		 Capital surplus Retained Earnings Other equityinterest Other equityinterest Other equityinterest 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(31)
6(19)
6(19)
6(21)
6(20)
6(19)
6(31)
6(19)
6(19)


$ 16,679,470
-
-
-
-
-
-
-
-
-
-
$ 16,679,470
$ 16,679,470
-
-
-
-
-
-
-
-
-
-
-
-
$ 16,679,470		 $ 14,709,395
-
-
-
-
-
-
29,158
1,472
480
(
540,545 )
$ 14,199,960
$ 14,199,960
-
-
-
-
-
-
121,504
2,085
594
(
5,350 )
-
(
812,889 )
$ 13,505,904		 $ 8,855,413
-
-
-
818,064
-
-
-
-
-
-
$ 9,673,477
$ 9,673,477
-
-
-
1,695,196
-
-
-
-
-
-
-
-
$ 11,368,673



$ 7,295,010
-
-
-
-
(
958,465 )
-
-
-
-
-
$ 6,336,545
$ 6,336,545
-
-
-
-
1,910,568
-
-
-
-
-
-
-
$ 8,247,113		 $ 13,380,084
17,271,560
474
17,272,034
(
818,064 )
958,465
(
5,504,225 )
(
157,342 )
-
-
(
162,728 )
$ 24,968,224
$ 24,968,224
15,748,824
29,679
15,778,503
(
1,695,196 )
(
1,910,568 )
(
8,339,735 )
1,110
-
-
-
(
1,652 )
-
$ 28,800,686		 ($ 8,690,313 )
-
(
2,282,714 )
(
2,282,714 )
-
-
-
-
-
-
331,549
($ 10,641,478 )
($ 10,641,478 )
-
4,869,983
4,869,983
-
-
-
-
-
-
304,434
-
-
($ 5,467,061 )		 $ 2,353,767
-
40,599
40,599
-
-
-
-
-
-
-
$ 2,394,366
$ 2,394,366
-
(
2,967,366 )
(
2,967,366 )
-
-
-
-
-
-
-
1,652
-
($ 571,348 )










$ 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
$ 63,610,564
15,748,824
1,932,296
17,681,120
-
-
(
8,339,735 )
122,614
2,085
594
299,084
-
(
812,889 )
$ 72,563,437

The accompanying notes are an integral part of these parent company only financial statements.

  • 36 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(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 (outflow) inflow generated from operations
Dividends received from investments accounted for
under equity method
Interest paid
Interest received
Dividends received
Income tax paid
Net cash flows (used in) from operating activities		 YearendedDecember 31
Notes
2022
2021
$ 18,699,288 $ 21,440,650
6(27)
53,047
52,795
6(27)
50,643
51,234
6(27)
27,944
24,598
12(2)
16,092 (
1,367 )
6(25)
19,212 (
47,897 )
6(7)
32,571 (
11,685 )
6(26)
643,928
338,755
6(23)
(
10,075 ) (
4,763 )
6(24)
(
212,941 ) (
173,073 )
6(8)
(
17,469,572 ) (
20,238,826 )
6(25)
(
1,397 ) (
6,274 )
(
3,492,573 ) (
174,166 )
(
917,836 ) (
1,920,217 )
401,400
9,452
(
33,162 ) (
12,804 )
1,710
4,393
(
891,727 )
848,662
3,535
235,383
(
57,360 )
108,426
(
128,171 ) (
123 )
(
3,265,444 )
523,153
582,335
770,813
(
643,928 ) (
338,755 )
10,075
4,763
212,941
173,073
(
379,689 ) (
25,072 )
(
3,483,710 )
1,107,975

(Continued)

  • 37 -

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other receivables due from related parties
Increase in time deposits maturing over three months
Increase in restricted time deposits
Acquisition of investments accounted for using equity
method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in refundable deposits
Increase in other non-current assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Decrease in short-term notes and bills payable
Increase in long-term borrowings
Decrease in guarantee deposits received
Increase in other payables to related parties
Repayments of principal portion of lease liabilities
Payments of cash dividends
Net cash flows from (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 YearendedDecember 31
Notes
2022
2021
7(2)
( $ 107,847 ) $ 1,038,039
(
1,050 )
-
(
72,567 ) (
9,537 )
6(32)
(
3,393,392 ) (
53,792 )
6(9)
(
30,913 ) (
27,391 )
6,754
8,377
(
17,565 ) (
10,782 )
400
1,170
(
2,282 ) (
49,972 )
(
3,618,462 )
896,112
6(33)
6,510,000
3,330,000
6(33)
(
7,550,000 ) (
1,570,000 )
6(33)
14,400,000
1,500,000
6(33)
(
540 )
-
7(2)
2,083,751
535,189
6(33)
(
50,580 ) (
50,754 )
6(33)
(
8,339,735 ) (
5,504,225 )
7,052,896 (
1,759,790 )
(
49,276 )
244,297
760,454
516,157
$ 711,178 $ 760,454

The accompanying notes are an integral part of these parent company only financial statements

  • 38 -

Attachment 4

Synnex Technology International Corp. 2022 Annual Surplus Distribution

Unit: NT$
(I) Unappropriated retained earnings at the
beginning of period
(II) Add: Net Income of 2022
Plus: Adjustment in 2022 retained earnings
Minus: Legal Reserve (10%)
Plus: Special reserve
Earnings in 2022 available for distribution
Retained earnings available for distribution
as of December 31, 2022
(III) Distributable Items:
Cash Dividends (NT$3.5 per share)
Total Distributions
(IV) Unappropriated retained earnings at the end
of theperiod		 13,022,725,470
15,748,824,243
29,136,723
（1,577,796,097）
2,208,703,896
16,408,868,765
29,431,594,235
（5,837,841,388）
（5,837,841,388）
23,593,779,847
  • 39 -

Attachment 5

Synnex Technology International Corp.

Rules of Procedure for Shareholders' Meetings Comparison of Amended Provisions

Amended provisions Before amendment Article 2(Convention and advising of Article 2(Convention and advising of shareholders' meetings) shareholders' meetings) Unless otherwise specified by law or the Unless otherwise specified by law or the Articles of Incorporation, shareholders' Articles of Incorporation, shareholders' meetings of the Company are convened by the meetings of the Company are convened by Board of Directors. the Board of Directors. Changes to how the Company convenes its shareholders' meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice. The Company shall prepare an electronic file The Company shall prepare an electronic file that contains the meeting notice, a proxy form, that contains the meeting notice, a proxy form, a detailed description of various agenda items a detailed description of various agenda items to be ratified or discussed during the meeting, to be ratified or discussed during the meeting, and notes on re-election or dismissal of and notes on re-election or dismissal of directors and post it to the Market Observation directors and post it to the Market Observation Post System (MOPS) at least 30 days before Post System (MOPS) at least 30 days before an annual shareholders' meeting, or 15 days an annual shareholders' meeting, or 15 days before an extraordinary shareholders' before an extraordinary shareholders' meeting. The Company shall prepare meeting. The Company shall prepare electronic versions of the shareholders' electronic versions of the shareholders' meeting agenda and supplemental meeting meeting agenda and supplemental meeting materials and upload them to the MOPS materials and upload them to the MOPS before 21 days before the date of the annual before 21 days before the date of the annual shareholders' meeting or before 15 days shareholders' meeting or before 15 days before the date of the extraordinary before the date of the extraordinary shareholders' meeting. If, however, the shareholders' meeting. Physical copies of the - Company has the paid in capital of NT$10 shareholders' meeting procedures manual and billion or more as of the last day of the most supplementary information shall also be current fiscal year, or total shareholding of prepared at least 15 days before the meeting foreign shareholders and PRC and made accessible to shareholders at any shareholders reaches 30% or more as time. These documents must be placed within recorded in the register of shareholders of the Company's premises and at the share the shareholders' meeting held in the administration agency appointed by the immediately preceding year, transmission Company , and distributed on-site at the

Reasons for amendment 1. Amendments made in line with the announcements made in the Taiwan Stock Exchange’s letter Taiwan Stock Exchange Governance No. 1110004250 dated March 8, 2022.

  1. Partial wording and paragraph adjustments.

  2. 40 -

Amended provisions Before amendment Reasons for
amendment
of these electronic files shall be made by 30







shareholders' meeting.
Agenda items must be explained in detail in
the meeting notices and announcements.
Subject to agreement by the receiving party,
meeting notices may also be delivered
electronically.
Matters pertaining to the election or discharge
of directors, alteration of the Articles of
Incorporation, capital reduction, application
for the approval of ceasing enterprise status as
a public company, approval of competition
with the Company by directors, capitalization
of profits, reserve distributed in the form of
new shares, dissolution, merger, spin-off, or
any matters as set forth in Article 185,
Paragraph 1 of the CompanyAct,Articles 26-












days before the annual shareholders'

meeting. Physical copies of the shareholders'
meeting
procedures
manual
and
supplementary information shall also be
prepared at least 15 days before the meeting
and made accessible to shareholders at any
time. These documents must be placed within
the Company's premises and at the share
administration agency appointed by the
Company.
The Company shall make the meeting

agenda
and
supplemental
meeting



materials in the preceding paragraph

available to shareholders for review in the
following manner on the date of the

shareholders' meeting:
I.
For physical shareholders' meetings,
to be distributed on-site at the
meeting.
II. For hybrid shareholders' meetings,
to be distributed on-site at the
meeting and shared on the virtual
meeting platform.
III. For
virtual-only
shareholders'
meetings, electronic files shall be
shared on the virtual meeting
platform.
Agenda items must be explained in detail in
the meeting notices and announcements.
Subject to agreement by the receiving party,
meeting notices may also be delivered
electronically.
Matters pertaining to the election or discharge
of directors, alteration of the Articles of
Incorporation, capital reduction, application
for the approval of ceasing enterprise status as
a public company, approval of competition
with the Company by directors, capitalization
of profits, reserve distributed in the form of
new shares, dissolution, merger, spin-off, or
any matters as set forth in Article 185,
Paragraph 1 of the CompanyAct, Articles 26-
  • 41 -
Amended provisions Before amendment Reasons for
amendment
1 and 43-6 of the Securities Exchange Act,
and Articles 56-1 and 60-2 of the Regulations
Governing the Offering and Issuance of
Securities by Securities Issuers shall be
itemized in the causes or subjects to be
described and the essential contents shall be
explained in the notice to convene a meeting
of shareholders, and shall not be brought up as
special motion.
Where
the
reasons
for
convening
a
shareholders' meeting had specified a re-
election of all directors and their terms of
office, after the completion of the election at
that meeting, the terms of office for the
directors cannot be altered by extraordinary
motions or any other means in the same
meeting.
Shareholders who own more than 1% of the
Company's current outstanding shares are
entitled to propose agenda items for
discussion in annual shareholders' meetings.
Each shareholder, however, shall proposal
one agenda item only, and no proposal
containing more than one item will be
included in the meeting agenda.
The Board of Directors may disregard
shareholders' proposals if the proposed agenda
item involves any of the circumstances listed
in Article 172-1, ParagraphIV of the
Company Act. Shareholders may submit
proposals of recommendation to urge the
company to promote public interest or fulfill
its social responsibilities. Procedurally, each
proposal shall be limited to one agenda item
only in accordance with the relevant
provisions of Article 172-1 of the Company
Act. Any proposal with more than one item
shall not be included in the meeting agenda.
The Company shall announce, before the ex-
dividend date, the acceptance methods in
writing or by way of electronic transmission,
and the conditions, places,and time in which
1 and 43-6 of the Securities Exchange Act, and
Articles 56-1 and 60-2 of the Regulations
Governing the Offering and Issuance of
Securities by Securities Issuers shall be
itemized in the causes or subjects to be
described and the essential contents shall be
explained in the notice to convene a meeting of
shareholders, and shall not be brought up as
special motion.
Where the reasons for convening a
shareholders' meeting had specified a re-
election of all directors and their terms of
office, after the completion of the election at
that meeting, the terms of office for the
directors cannot be altered by extraordinary
motions or any other means in the same
meeting.
Shareholders who own more than 1% of the
Company's current outstanding shares are
entitled to propose agenda items for
discussion in annual shareholders' meetings.
Each shareholder, however, shall proposal
one agenda item only, and no proposal
containing more than one item will be
included in the meeting agenda.
The Board of Directors may disregard
shareholders' proposals if the proposed agenda
item involves any of the circumstances listed
in Article 172-1, Paragraph4 of the Company
Act. Shareholders may submit proposals of
recommendation to urge the company to
promote public interest or fulfill its social
responsibilities. Procedurally, each proposal
shall be limited to one agenda item only in
accordance with the relevant provisions of
Article 172-1 of the Company Act. Any
proposal with more than one item shall not be
included in the meeting agenda.
The Company shall announce, before the ex-
dividend date, the acceptance methods in
writing or by way of electronic transmission,
and the conditions, places,and time in which


















  • 42 -
Amended provisions Before amendment Reasons for
amendment
shareholders' proposals are accepted. The
period of acceptance shall be no shorter than
ten days.
Shareholders shall limit their proposed
agenda items to 300 words; proposals that
exceed 300 words shall be excluded from the
agenda. Shareholders who have successfully
proposed agenda items shall attend the annual
shareholders' meeting in person or through
proxy attendance and participate in the
discussion.
The Company shall notify the proposing
shareholders of the outcome of the proposed
agenda items before the date the meeting
notice is sent. Meanwhile, agenda items that
satisfy the conditions listed in this Article
shall be included as part of the meeting notice.
During the shareholders' meeting, the Board
of Directors shall explain the reasons why
certain proposed agenda items are excluded
from discussion.		 shareholders' proposals are accepted. The
period of acceptance shall be no shorter than
ten days.
Shareholders shall limit their proposed
agenda items to 300 words; proposals that
exceed 300 words shall be excluded from the
agenda. Shareholders who have successfully
proposed agenda items shall attend the annual
shareholders' meeting in person or through
proxy attendance and participate in the
discussion.
The Company shall notify the proposing
shareholders of the outcome of the proposed
agenda items before the date the meeting
notice is sent. Meanwhile, agenda items that
satisfy the conditions listed in this Article
shall be included as part of the meeting notice.
During the shareholders' meeting, the Board
of Directors shall explain the reasons why
certain proposed agenda items are excluded
from discussion.
Article 3
Shareholders may appoint proxies to attend
shareholders' meetings by completing the
Company's proxy form and specifying the
scope of delegated authority.
Each shareholder may issue one proxy form
and delegate one proxy only. All proxy forms
must arrive at the Company at least five days
before the shareholders' meeting. In the event
that multiple proxy forms are issued, the
proxy form that arrives first shall prevail.
However, exception shall be granted if the
shareholder issues a declaration to withdraw
the previous proxy arrangement.
Should the shareholder decide to attend a
shareholders' meeting personally or exercise
voting rights in writing or through electronic
means after a proxy form has been delivered
to the Company, a written notice should be
sent to the Company no later than two days
before the meetingcommences to withdraw		 Article 3
Shareholders may appoint proxies to attend
shareholders' meetings by completing the
Company's proxy form and specifying the
scope of delegated authority.
Each shareholder may issue one proxy form
and delegate one proxy only. All proxy forms
must arrive at the Company at least five days
before the shareholders' meeting. In the event
that multiple proxy forms are issued, the
proxy form that arrives first shall prevail.
However, exception shall be granted if the
shareholder issues a declaration to withdraw
the previous proxy arrangement.
Should the shareholder decide to attend a
shareholders' meeting personally or exercise
voting rights in writing or through electronic
means after a proxy form has been delivered
to the Company, a written notice should be
sent to the Company no later than two days
before the meetingcommences to withdraw		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 43 -
Amended provisions Before amendment Reasons for
amendment
the proxy arrangement. If the withdrawal is
made after the prescribed period, then the
voting decision exercised by the proxy shall
prevail.
If, after a proxy form is delivered to the		 the proxy arrangement. If the withdrawal is
made after the prescribed period, then the
voting decision exercised by the proxy shall
prevail.

Company, a shareholder wishes to attend

the shareholders' meeting online, a written

notice of proxy cancellation shall be

submitted to the Company two days before

the meeting date. If the withdrawal is made

after the prescribed period, then the voting

decision exercised by the proxy shall

prevail.
Article 4
The venue for a shareholders' meeting shall be
the premises of the Company, or a place easily
accessible to shareholders and suitable for a
shareholders' meeting. The meeting may
begin no earlier than 9 a.m. and no later than
3 p.m.
The restrictions on the place of the meeting		 Article 4
The venue for a shareholders' meeting shall
be the premises of the Company, or a place
easily accessible to shareholders and suitable
for a shareholders' meeting. The meeting may
begin no earlier than 9 a.m. and no later than
3 p.m.		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.

shall not apply when the Company

convenes a virtual-only shareholders'

meeting.
Article 5(Preparation of attendance logs and
documents)
The
Company
shall
specify
in
its
shareholders' meeting notices the time during
which
attendance
registrations
for
shareholders,
solicitors
and
proxies
(collectively
"shareholders")
will
be
accepted, the place to register for attendance,
and other matters for attention.
The
time
during
which
shareholder
attendance registrations will be accepted, as
stated in the preceding paragraph, shall be at
least 30 minutes prior to the time the meeting
commences. The place at which attendance
registrations are accepted shall be clearly
marked and a sufficient number of suitable
personnel shall be assigned to handle the		 Article 5(Preparation of attendance logs and
documents)
This
company
shall
specify
in
its
shareholders’ meeting notices the time during
which shareholder attendance registrations
will be accepted, the place to register for
attendance, and other matters for attention.
The
time
during
which
shareholder
attendance registrations will be accepted, as
stated in the preceding paragraph, shall be at
least 30 minutes prior to the time the meeting
commences. The place at which attendance
registrations are accepted shall be clearly
marked and a sufficient number of suitable
personnel shall be assigned to handle the		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 44 -
Amended provisions Before amendment Reasons for
amendment
registration
meetings,		 s; for virtual shareholders' registrations.
Shareholders and their proxies (hereinafter
referred to as"Shareholders") shall attend
shareholders’ meetings based on attendance
cards, sign-in cards, or other certificates of
attendance. The Company may not arbitrarily
add requirements for other documents
beyond those showing eligibility to attend
presented by Shareholders. Shareholders who
wish to acquire a proxy form must present
proof of identity on-site for verification.
The Company shall furnish the attending
Shareholders with an attendance log to sign,
or attending Shareholders may hand in a sign-
in card in lieu of signing in.
Shareholders who attend the meeting shall be
given a copy of the procedures manual,
annual report, attendance pass, speech notes,
agenda ballots and any information relevant
to the meeting. Shareholders shall also be
given election ballots where election of
directors is to take place.
Where the Shareholders is a government
agency or corporate entity, more than one
representative may attend the shareholders'
meetings on their behalf. Legal person that
have been designated as proxy attendants
shall only appoint one representative to attend
the shareholders' meeting.

shareholders may begin to

register on
the virtual meeting platform 30

minutes
before
the
meeting
starts.

Shareholders completing registration will

be deemed as attend the shareholders
meeting in person.
Shareholders
shall
attend
shareholders'
meetings based on attendance cards, sign-in
cards, or other certificates of attendance. The
Company
may
not
arbitrarily
add
requirements for other documents beyond
those showing eligibility to attend presented
by shareholders. Shareholders who wish to
acquire a proxy form must present proof of
identity on-site for verification.
The Company shall furnish the attending
Shareholders with an attendance log to sign,
or attending Shareholders may hand in a sign-
in card in lieu of signing in.
Shareholders who attend the meeting shall be
given a copy of the procedures manual, annual
report, attendance pass, speech notes, agenda
ballots and any information relevant to the
meeting. Shareholders shall also be given
election ballots where election of directors is
to take place.
Where the Shareholders is a government
agency or corporate entity, more than one
representative may attend the shareholders'
meetings on their behalf. Legal person that
have been designated as proxy attendants
shall only appoint one representative to attend
the shareholders' meeting.
In the event of a virtual shareholders'
meeting, shareholders wishing to attend

the meeting online shall register with the

Company two days before the meeting

date.
In the event of a virtual shareholders'
meeting, the Company shall upload the
  • 45 -
Amended provisions Amended provisions Amended provisions Before amendment Reasons for
amendment
meeting agenda book, annual report and

other meeting materials to the virtual

meeting platform at least 30 minutes before

the
meeting
starts,
and
keep
this



information disclosed until the end of the
meeting.
Article 5-1(Convening virtual
shareholders' meetings and particulars to		 (Added) Article added in line
with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.

be included in shareholders' meeting
notice)
To
convene
a
virtual
shareholders'
meeting, the Company shall include the

follow particulars in the shareholders'

meeting notice:
I.
How shareholders attend the virtual
meeting and exercise their rights.
II. Actions to be taken if the virtual
meeting platform or participation in
the virtual meeting is obstructed due
to natural disasters, accidents or other
force majeure events, at least covering
the following particulars:
(I) To what time the meeting is
postponed or from what time the
meeting will resume if the above
obstruction continues and cannot
be removed, and the date to
which the meeting is postponed
or on which the meeting will
resume.
(II) Shareholders
not
having
registered to attend the affected
virtual shareholders' meeting
shall not attend the postponed or
resumed session.
(III) In case of a hybrid shareholders'
meeting,
when
the
virtual
meeting cannot be continued, if
the total number of shares
represented at the meeting, after
deducting those represented by
shareholders
attending
the

I.
**II. **
meeting and exercise their rights.
Actions to be taken if the virtual
meeting platform or participation in

the virtual meeting is obstructed due

to natural disasters, accidents or other

force majeure events, at least covering

the following particulars:
(I) To what time the meeting is
postponed or from what time the
meeting will resume if the above
obstruction continues and cannot
be removed, and the date to
which the meeting is postponed
or on which the meeting will
resume.
(II) Shareholders
not
having
registered to attend the affected
virtual shareholders' meeting
shall not attend the postponed or
resumed session.
(III) In case of a hybrid shareholders'
meeting,
when
the
virtual
meeting cannot be continued, if
the total number of shares
represented at the meeting, after
deducting those represented by
shareholders
attending
the

(I)
(II)
(III)

postponed or from what time the

meeting will resume if the above

obstruction continues and cannot
be removed, and the date to

which the meeting is postponed

or on which the meeting will

resume.
Shareholders
not
having

registered to attend the affected

virtual shareholders' meeting

shall not attend the postponed or

resumed session.
In case of a hybrid shareholders'

meeting,
when
the
virtual

meeting cannot be continued, if

the total number of shares
represented at the meeting, after

deducting those represented by

shareholders
attending
the
  • 46 -
Amended provisions Before amendment Reasons for
amendment
**III. ** (IV)
To		 virtual shareholders' meeting

online, meets the minimum legal

requirement for a shareholders'

meeting, then the shareholders'

meeting shall continue. The

shares
represented
by


shareholders
attending
the

virtual meeting online shall be

counted
towards
the
total
number of shares represented by

shareholders
present
at
the

meeting, and the shareholders

attending the virtual meeting

online shall be deemed abstaining

from voting on all proposals on

meeting
agenda
of
that


shareholders' meeting.
Actions to be taken if the outcome
of all proposals have been

announced and extraordinary

motion has not been carried out.
convene
a
virtual-only

shareholders' meeting, appropriate

alternative measures available to
shareholders
with
difficulties
in
attending a virtual shareholders'

meeting online shall be specified.
Article 7(Video and audio recording in
shareholders' meetings)
The Company, beginning from the time it
accepts Shareholder attendance registrations,
shall make an uninterrupted audio and video
recording of the registration procedure, the
proceedings of the shareholders meeting, and
the voting and vote counting procedures.
The recorded materials of the preceding
paragraph shall be retained for at least 1 year.
If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act,
the ballots shall be retained until the
conclusion of the litigation.
Where a shareholders' meeting is held
Article 7(Video and audio recording in
shareholders' meetings)
The Company, beginning from the time it
accepts Shareholder attendance registrations,
shall make an uninterrupted audio and video
recording of the registration procedure, the
proceedings of the shareholders meeting, and
the voting and vote counting procedures.
The recorded materials of the preceding
paragraph shall be retained for at least 1 year.
If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act,
the ballots shall be retained until the
conclusion of the litigation.		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 47 -
Amended provisions Before amendment Reasons for
amendment
online, the Company shall keep records of

shareholder registration, sign-in, check-in,

questions raised, votes cast and results of

votes counted by the Company, and

continuously audio and video record,

without interruption, the proceedings of

the virtual meeting from beginning to end.
The information and audio and video
recording in the preceding paragraph shall

be properly kept by the Company during

the entirety of its existence, and copies of

the audio and video recording shall be

provided to and kept by the party

appointed to handle matters of the virtual

meeting.
In case of a virtual shareholders' meeting,

the Company is advised to audio and video

record the back-end operation interface of

the virtual meeting platform.
Article 8
Shareholders' presence is determined by the
number of shares represented during the
meeting. The number of shares in attendance
shall be calculated according to the shares
indicated by the attendance book and sign-in
cards handed in,and the shares checked in
on the virtual meeting platform, plus the
number of shares whose voting rights are
exercised
by
correspondence
or
electronically.
At
the
meeting’s
appointed
time
of
commencement, the chair shall immediately
call the meeting to order and announce
relevant information such as the number of
non-voting rights and the number of shares
present. However, if those in attendance
represent less than half of the Company's
current outstanding shares, the chair may
announce to postpone the meeting up to two
times, for a period totaling no more than one
hour. If the quorum is not met after two
postponements and the attendingshareholders		 Article 8
Shareholders' presence is determined by the
number of shares represented during the
meeting. The number of shares in attendance
shall be calculated according to the shares
indicated by the attendance book and sign-in
cards handed in plus the number of shares
whose voting rights are exercised by
correspondence or electronically.
At
the
meeting’s
appointed
time
of
commencement, the chair shall immediately
call the meeting to order and announce
relevant information such as the number of
non-voting rights and the number of shares
present. However, if those in attendance
represent less than half of the Company's
current outstanding shares, the chair may
announce to postpone the meeting up to two
times, for a period totaling no more than one
hour. If the quorum is not met after two
postponements and the attendingshareholders		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022 and
regulatory
amendments.
  • 48 -
Amended provisions Before amendment Reasons for
amendment
still represent less than one third of the total
number of issued shares, the chair shall
declare the meeting adjourned.In the event
of a virtual shareholders meeting, the
Company shall also declare the meeting
adjourned at the virtual meeting platform.
If the quorum is not met after two
postponements as referred to in the preceding
paragraph, but the attending shareholders
represent one third or more of the total
number of issued shares, a tentative resolution
may be adopted pursuant to Article 175,
paragraph 1 of the Company Act; all
shareholders shall be notified of the tentative
resolution and another shareholders meeting
shall be convened within one month.In the
event of a virtual shareholders meeting,
shareholders intending to attend the
meeting online shall re-register to the
Company in accordance with Article 5.
When, prior to conclusion of the meeting, the
attending shareholders represent a majority of
the total number of current outstanding shares,
the chair may resubmit the tentative resolution
for a vote by the shareholders’ meeting
pursuant to Article 174 of the Company Act.		 still represent less than one third of the total
number of issued shares, the chair shall
declare the meeting adjourned.
If the quorum is not met after two
postponements as referred to in the preceding
paragraph, but the attending shareholders
represent one third or more of the total
number of issued shares, a tentative resolution
may be adopted pursuant to Article 175,
paragraph 1 of the Company Act; all
shareholders shall be notified of the tentative
resolution and another shareholders meeting
shall be convened within one month.
When, prior to conclusion of the meeting, the
attending shareholders represent a majority of
the total number of current outstanding shares,
the chair may resubmit the tentative resolution
for a vote by the shareholders’ meeting
pursuant to Article 174 of the Company Act.



Article 10(Shareholders' opinions)
Shareholders who wish to speak during the
meeting must produce a speech note detailing
the topics and the Shareholder's account
number (or the attendance card serial
number).
The
order
of
Shareholders'
comments shall be determined by the chair.
Shareholders who submit a speech note
without actually speaking are considered to
have remained silent. If the Shareholder's
actual comments differ from those stated on
the speech note, only the actual comments
expressed shall be recorded.
Each shareholder shall speak no more than
twice, for five minutes each, on the same
agenda item unless otherwise agreed bythe		 Article 10(Shareholders' opinions)
Shareholders who wish to speak during the
meeting must produce a speech note detailing
the topics and the Shareholder's account
number (or the attendance card serial
number). The order of Shareholders'
comments shall be determined by the chair.
Shareholders who submit a speech note
without actually speaking are considered to
have remained silent. If the Shareholder's
actual comments differ from those stated on
the speech note, only the actual comments
expressed shall be recorded.
Each shareholder shall speak no more than
twice, for five minutes each, on the same
agenda item unless otherwise agreed bythe		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 49 -
Amended provisions Before amendment Reasons for
amendment
chair. The chair may stop Shareholders from
speaking if they violate the rules or speak
outside the agenda item under discussion.
While a Shareholder is speaking, other
Shareholders shall not speak simultaneously
or interfere in any way unless allowed by the
chair and the person speaking. Any violators
shall be restrained by the chair.
Where a corporate shareholder has appointed
two or more representatives to attend the
shareholders'
meeting,
only
one
representative may speak per agenda item.
After the Shareholder has finished speaking,
the chair may answer the Shareholder's
queries personally or appoint any relevant
personnel to do so.
Where a virtual shareholders' meeting is		 chair. The chair may stop Shareholders from
speaking if they violate the rules or speak
outside the agenda item under discussion.
While a Shareholder is speaking, other
Shareholders shall not speak simultaneously or
interfere in any way unless allowed by the
chair and the person speaking. Any violators
shall be restrained by the chair.
Where a corporate shareholder has appointed
two or more representatives to attend the
shareholders'
meeting,
only
one
representative may speak per agenda item.
After the Shareholder has finished speaking,
the chair may answer the Shareholder's
queries personally or appoint any relevant
personnel to do so.



convened, shareholders attending the

virtual meeting online may raise questions

in writing at the virtual meeting platform

from the chair declaring the meeting open

until the chair declaring the meeting

adjourned. No more than two questions for

the same proposal may be raised. Each

question shall contain no more than 200

words. The regulations in paragraphs 1 to

5 do not apply.
As long as questions so raised in

accordance with the preceding paragraph

are not in violation of the regulations or

beyond the scope of a proposal, it is

advisable the questions be disclosed to the

public at the virtual meeting platform.
Article 12
Each share is entitled to one voting right,
except for shares where voting rights are
restricted as described in Article 179,
Paragraph 2 of the Company Act.
Voting rights shall be exercised electronically
or in writing during a shareholders' meeting;
The shareholders' meeting notice must
explain
the
methods
through
which		 Article 12
Each share is entitled to one voting right,
except for shares where voting rights are
restricted as described in Article 179,
Paragraph 2 of the Company Act.
Voting rights shall be exercised electronically
or in writing during a shareholders' meeting;
The shareholders' meeting notice must
explain
the
methods
through
which


Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 50 -
Amended provisions Before amendment Reasons for
amendment
shareholders may exercise voting rights in
writing or in electronic form. Shareholders
who have voted in writing or using the
electronic method are considered to have
attended shareholders' meeting in person.
However, the Shareholder will be deemed to
have waived his/her rights with respect to the
special motions and amendments to original
proposals of that meeting; it is therefore
advisable that the Company avoids the
submission
of
special
motions
and
amendments to original proposals.
Instructions to exercise written and electronic
votes must be delivered to the Company at
least two days before the shareholders'
meeting. In the event where there are
duplicate submissions, the earliest submission
shall be taken into record. However,
exception shall be granted if the Shareholder
issues a proper declaration to withdraw the
previous vote.
After a shareholder has exercised voting
rights by correspondence or electronic means,
in the event the shareholder intends to attend
the shareholders' meeting in person or online,
a written declaration of intent to retract the
voting rights already exercised under the
preceding paragraph shall be made known to
the Company, by the same means by which
the voting rights were exercised, before two
days before the date of the shareholders'
meeting. If the withdrawal is not received in
time, then the written or electronic vote shall
be taken into record. If the Shareholder has
exercised written or electronic votes, and at
the same time delegated a proxy to attend the
shareholders meeting, then the voting
decision exercised by the proxy shall prevail.
Unless otherwise regulated by the Company
Act or the Articles of Incorporation of the
Company, an agenda item is passed when
supported byshareholders who represent		 shareholders may exercise voting rights in
writing or in electronic form. Shareholders
who have voted in writing or using the
electronic method are considered to have
attended shareholders' meeting in person.
However, the Shareholder will be deemed to
have waived his/her rights with respect to the
special motions and amendments to original
proposals of that meeting; it is therefore
advisable that the Company avoids the
submission
of
special
motions
and
amendments to original proposals.
Instructions to exercise written and electronic
votes must be delivered to the Company at
least two days before the shareholders'
meeting. In the event where there are
duplicate submissions, the earliest submission
shall be taken into record. However,
exception shall be granted if the Shareholder
issues a proper declaration to withdraw the
previous vote.
After a shareholder has exercised voting
rights by correspondence or electronic means,
in the event the shareholder intends to attend
the shareholders meeting in person, a written
declaration of intent to retract the voting
rights already exercised under the preceding
paragraph shall be made known to this
Corporation, by the same means by which the
voting rights were exercised, before two days
before the date of the shareholders meeting. If
the withdrawal is not received in time, then
the written or electronic vote shall be taken
into record. If the Shareholder has exercised
written or electronic votes, and at the same
time delegated a proxy to attend the
shareholders meeting, then the voting
decision exercised by the proxy shall prevail.
Unless otherwise regulated by the Company
Act or the Articles of Incorporation of the
Company, an agenda item is passed when
supported byshareholders who represent




  • 51 -
Amended provisions Before amendment Reasons for
amendment
more than half of the total voting rights in the
meeting. At the time of a vote, the
Shareholders shall vote on each item
separately. After the conclusion of the
meeting, on the same day it is held, the results
for each proposal, based on the numbers of
votes for and against and the number of
abstentions, shall be entered into the MOPS.
When there are any amendments or
alternative solutions for the same proposal,
the
chair
shall
combine
these
amendments/alternative solutions with the
original proposal and decide their priority for
voting. If any resolution is passed, all other
proposals shall be deemed rejected and no
further voting is necessary.
The chair will appoint a ballot scrutineer and
a ballot counter; the ballot scrutineer must be
a Shareholder.
Vote counting for shareholders meeting
proposals or elections shall be conducted in
public at the place of the shareholders
meeting. Immediately after vote counting has
been completed, the results of the voting,
including the statistical tallies of the numbers
of votes, shall be announced on-site at the
meeting, and a record made of the vote.
When the Company convenes a virtual		 more than half of the total voting rights in the
meeting. At the time of a vote, the
Shareholders shall vote on each item
separately. After the conclusion of the
meeting, on the same day it is held, the results
for each proposal, based on the numbers of
votes for and against and the number of
abstentions, shall be entered into the MOPS.
When there are any amendments or
alternative solutions for the same proposal,
the
chair
shall
combine
these
amendments/alternative solutions with the
original proposal and decide their priority for
voting. If any resolution is passed, all other
proposals shall be deemed rejected and no
further voting is necessary.
The chair will appoint a ballot scrutineer and
a ballot counter; the ballot scrutineer must be
a Shareholder.
Vote counting for shareholders meeting
proposals or elections shall be conducted in
public at the place of the shareholders
meeting. Immediately after vote counting has
been completed, the results of the voting,
including the statistical tallies of the numbers
of votes, shall be announced on-site at the
meeting, and a record made of the vote.

shareholders' meeting, after the chair

declares the meeting open, shareholders

attending the meeting online shall cast

votes on proposals and elections on the

virtual meeting platform before the chair

announces the voting session ends or will be

deemed abstained from voting.
In the event of a virtual shareholders'
meeting, votes shall be counted at once

after the chair announces the voting session

ends, and results of votes and elections shall

be announced immediately.
When the Company convenes a hybrid

shareholders' meeting, if shareholders who
  • 52 -
Amended provisions Before amendment Reasons for
amendment
have registered to attend the meeting

online in accordance with Article 5 decide
to attend the physical shareholders'

meeting in person, they shall revoke their

registration
two
days
before
the


shareholders' meeting in the same manner

as they registered. If their registration is

not revoked within the time limit, they may

only attend the shareholders' meeting

online.
When shareholders exercise voting rights

by correspondence or electronic means,

unless
they
have
withdrawn
the

declaration of intent and attended the
shareholders' meeting online, except for

extraordinary motions, they will not

exercise voting rights on the original

proposals or make any amendments to the

original proposals or exercise voting rights

on amendments to the original proposal.
Article 14(Meeting minutes.)
Shareholders' meeting resolutions shall be
compiled into detailed minutes, and signed or
sealed by the chair then disseminated to each
Shareholder no later than 20 days after the
meeting. Preparation and distribution of
meeting minutes can be made in electronic
form.
The Company may distribute meeting
minutes by posting details onto MOPS.
The meeting minutes shall accurately record
the year, month, day, and place of the
meeting, the chair's full name, the methods by
which resolutions were adopted, and a
summary of the deliberations and their results
(including the statistical tallies of the numbers
of votes). Where there is an election of the
directors, the number of votes received by
each candidate shall be disclosed. The
meeting minutes shall be retained for the
duration of the existence of the Company.
Where a virtual shareholders' meeting is		 Article 14(Meeting minutes.)
Shareholders' meeting resolutions shall be
compiled into detailed minutes, and signed or
sealed by the chair then disseminated to each
Shareholder no later than 20 days after the
meeting. Preparation and distribution of
meeting minutes can be made in electronic
form.
The Company may distribute meeting
minutes by posting details onto MOPS.
The meeting minutes shall accurately record
the year, month, day, and place of the
meeting, the chair's full name, the methods by
which resolutions were adopted, and a
summary of the deliberations and their results
(including the statistical tallies of the numbers
of votes). Where there is an election of the
directors, the number of votes received by
each candidate shall be disclosed. The
meeting minutes shall be retained for the
duration of the existence of the Company.		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
  • 53 -
Amended provisions Amended provisions Before amendment Reasons for
amendment
convened, in addition to the particulars to

be included in the meeting minutes as

described in the preceding paragraph, the

**start time and end time of the shareholders' **
meeting, how the meeting is convened, the

chair's and secretary's name, and actions

to be taken in the event of disruption to the

virtual meeting platform or participation

in the meeting online due to natural

disasters, accidents or other force majeure

events, and how issues are dealt with shall

also be included in the minutes.
When
convening
a
virtual-only


shareholders'
meeting,
other
than

compliance with the requirements in the

preceding paragraph, the Company shall

specify in the meeting minutes alternative

measures available to shareholders with
difficulties in attending a virtual-only

shareholders' meeting online.
Article 15(Public announcements)
On the day of a shareholders' meeting, the
Company shall compile in the prescribed
format a statistical statement of the number of
shares
obtained
by
solicitors
through
solicitation, the number of shares represented
by proxiesand the number of shares
represented by shareholders attending the		 Article 15(Public announcements)
On the day of a shareholders meeting, the
Company shall compile in the prescribed
format a statistical statement of the number of
shares obtained by solicitors through
solicitation and the number of shares
represented by proxies, and shall make an
express disclosure of the same at the place of
the shareholders meeting.		 Amendments made in
line with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
by shareholders attending the

meeting by
correspondence or electronic

means,and shall make an express disclosure
of the same at the place of the shareholders'
meeting.
In
the
event
a
virtual
shareholders' meeting, the Company shall

upload the above meeting materials to the

virtual meeting platform at least 30

minutes before the meeting starts, and

keep this information disclosed until the

end of the meeting.
During
the
Company's
virtual


shareholders' meeting, when the meeting is

called to order, the total number of shares

represented at the meeting shall be
  • 54 -
Amended provisions Before amendment Reasons for
amendment
disclosed on the virtual meeting platform. The Company must disclose on MOPS any
shareholders'
meeting
resolutions
that
constitute material information as defined by
law or the rules of the Taiwan Stock Exchange
Corporation.



The same shall apply whenever the total

number of shares represented at the

meeting and a new tally of votes is released

during the meeting.
The Company must disclose on MOPS any
shareholders'
meeting
resolutions
that
constitute material information as defined by
law or the rules of the Taiwan Stock Exchange
Corporation.
Article 18(Disclosure of information at (Added) Article added in line
with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.

virtual meetings)
In the event of a virtual shareholders'
meeting, the Company shall disclose real-

time
results
of
votes
and
election
immediately after the end of the voting

session on the virtual meeting platform

according to the regulations, and this

disclosure shall continue at least 15 minutes
after the chair has announced the meeting

adjourned.
Article 19(Location of the chair and (Added) Article added in line
with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.

secretary of virtual-only shareholders'

meeting)
When the Company convenes a virtual-

only shareholders' meeting, both the chair

and secretary shall be in the same location,

and the chair shall declare the address of
their location when the meeting is called to

order.
Article 20(Handling of disconnection)
In the event of a virtual shareholders'		 (Added) Article added in line
with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.
meeting, the Company may offer a simple

connection test to shareholders prior to the

meeting, and provide relevant real-time

services before and during the meeting to

help resolve communication technical

issues.
In the event of a virtual shareholders'
meeting, when declaring the meeting open,
  • 55 -
Amended provisions Before amendment Reasons for
amendment
the chair shall also declare, unless under a

circumstance where a meeting is not

required to be postponed to or resumed at

another
time
under
Article
44-20,

paragraph 4 of the Regulations Governing

the
Administration
of
Shareholder
Services of Public Companies, if the virtual

meeting platform or participation in the

virtual meeting is obstructed due to natural

disasters, accidents or other force majeure

events before the chair has announced the
meeting adjourned, and the obstruction

continues for more than 30 minutes, the

meeting shall be postponed to or resumed

on another date within five days, in which

case Article 182 of the Company Act shall

not apply.
For a meeting to be postponed or resumed

as described in the preceding paragraph,

shareholders who have not registered to

participate in the affected shareholders'

meeting online shall not attend the

postponed or resumed session.
For a meeting to be postponed or resumed

under the second paragraph, the number

of shares represented by, and voting rights

and election rights exercised by the

shareholders who have registered to

participate in the affected shareholders'

meeting and have successfully signed in the

meeting, but do not attend the postpone or

resumed
session,
at
the
affected

shareholders' meeting, shall be counted

towards the total number of shares,

number of voting rights and number of

election
rights
represented
at
the


postponed or resumed session.
During a postponed or resumed session of

a shareholders' meeting held under the

second paragraph, no further discussion or

resolution is required for proposals for

which votes have been cast and counted
and results have been announced, or list of
  • 56 -
Amended provisions Before amendment Reasons for
amendment
elected directors.
When the Company convenes a hybrid

shareholders' meeting, and the virtual

meeting cannot continue as described in

second paragraph, if the total number of

shares represented at the meeting, after

deducting
those
represented
by



shareholders
attending
the
virtual

shareholders' meeting online, still meets

the minimum legal requirement for a

shareholders'
meeting,
then
the

shareholders meeting shall continue, and

not postponement or resumption thereof

under the second paragraph is required.
Under the circumstances where a meeting

should continue as in the preceding

paragraph, the shares represented by

shareholders attending the virtual meeting

online shall be counted towards the total
number
of
shares
represented
by


shareholders present at the meeting,

provided these shareholders shall be

deemed abstaining from voting on all

proposals on meeting agenda of that

shareholders' meeting.
When postponing or resuming a meeting

according to the second paragraph, the

Company shall handle the preparatory

work based on the date of the original

shareholders' meeting in accordance with

the requirements listed under Article 44-

20, paragraph 7 of the Regulations

Governing
the
Administration
of

Shareholder Services of Public Companies.

For dates or period set forth under Article

12, second half, and Article 13, paragraph

3 of Regulations Governing the Use of

Proxies for Attendance at Shareholder
Meetings of Public Companies, and Article

44-5, paragraph 2, Article 44-15, and

Article 44-17, paragraph 1 of the

Regulations Governing the Administration
  • 57 -
Amended provisions Before amendment Reasons for
amendment
of
Shareholder
Services
of
Public
Companies, the Company shall handle the

matter based on the date of the
shareholders' meeting that is postponed or

resumed under the second paragraph.
Article 21(Handling of digital divide)
When
convening
a
virtual-only		 (Added) Article added in line
with the
announcements made
in the Taiwan Stock
Exchange’s letter
Taiwan Stock
Exchange Governance
No. 1110004250 dated
March 8, 2022.


shareholders' meeting, the Company shall

provide appropriate alternative measures

available to shareholders with difficulties
in attending a virtual shareholders'

meeting online.
Article 22 (Date
of
establishment
and
amendment)
These Rules, and any amendments hereto,
shall be implemented after adoption by
shareholders' meetings.
The 1st amendment was made on May 13,
1998.
The 2nd amendment was made on May 21,
2002.
The 3rd amendment was made on June 12,
2015.
The 4th amendment was made on June 12,
2020.
The 5th amendment was made on July 20,
2021.
The 6th amendment was on May 30, 2023.		 Article 18(Date
of
establishment
and
amendment)
These Rules, and any amendments hereto,
shall be implemented after adoption by
shareholders' meetings.
The 1st amendment was made on May 13,
1998.
The 2nd amendment was made on May 21,
2002.
The 3rd amendment was made on June 12,
2015.
The 4th amendment was made on June 12,
2020.
The 5th amendment was made on July 20,
2021.

1. Numbering of the
articles was adjusted
to accommodate for
the additional
article.
2. Added date of
amendment.
  • 58 -

Appendix 1

Synnex Technology International Corp. Articles of Incorporation

Section 1 General Principles

  • Article 1 The Company has been incorporated in accordance with the provisions of the Company Act of the Republic of China. The Chinese name of the Company is “Lian Qiang International Corporation.” The English name of the Company is “Synnex Technology International Corporation.”

  • Article 2 The Company's scope of business is as follows:

  • I. F113050 Wholesale of Computing and Business Machinery Equipment.

  • II. F118010 Wholesale of Computer Software.

  • III. F113070 Wholesale of Telecom Instruments.

  • IV. F119010 Wholesale of Electronic Materials.

  • V. F113110 Wholesale of Batteries.

  • VI. F116010 Wholesale of Photographic Equipment.

  • VII. IE01010 Telecommunications Number Agencies. VIII. CC01110 Computers and Peripheral Equipment Manufacturing.

  • IX. JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops.

  • X. F401021 Import of Controlled Telecommunications Radio-Frequency Devices and Materials.

  • XI. G801010 Warehousing and Storage.

  • XII. F401010 International Trade.

  • XIII. I301010 Software Design Services.

  • XIV. ZZ99999 Apart from the approved business items, the Company is also allowed to operate other business not prohibited or restricted by law.

  • XV. F108031 Wholesale of Medical Equipment.

  • XVI. F208031 Retail sale of Medical Equipment.

  • Article 2-1 The total amount of Company’s investment is not limited to 40% of paid-in capital as provided in Article 13 of the Company Act.

  • Article 3 The Company’s primary place of business is in Taipei City, Republic of China, and may set up branches within or outside the territories of the Republic of China where the Company deems necessary or appropriate for conducting business.

  • Article 4 The Company may provide guarantees as required for its business activities.

  • Section 2 Capital

  • Article 5 The Company has a total capital of NT$24 billion, divided into 2.4 billion shares (50 million of which are designated for employee stock option certificates), with a par value of NT$10

  • 59 -

per share. The board of directors may issue the unissued shares in installments as needed, part of which may be preferred stocks. The Taiwan Depository & Clearing Corporation may request that the Bank substitute a share certificate in larger denominations for the share certificates of par value.

  • Article 5-1 The rights and obligations and other important terms of issuance associated with preferred stocks of the Company are as follows:

  • I. The annual dividend rate of preferred stocks is limited to 8%. The dividends shall be calculated based on issue price per share and may be distributed in the form of cash once annually. After the ratification of the financial statements by the annual shareholders' meetings, the board of directors will determine the base date to pay the dividends for the preceding fiscal year. For dividends distributable for the year of issuance and recovery, the dividend shall be calculated based on the actual number of days issued during the year.

  • II. The Company has the right to decide dividend distribution on preferred stocks, if any, at its sole discretion. If there are no surplus earnings, the surplus earnings are not enough for distributing dividends of the preferred stocks in whole or in part after the final account, or due to any other consideration, the Company may, by the approval of the shareholders' meeting, decide not to distribute dividends for preferred stocks, which shall not constitute a breach of contract. Should the preferred stocks be non-cumulative preferred stock, the undistributed or insufficiently distributed dividends shall not be accumulated for solvency in the future.

  • III. Except for receiving dividends as specified in Subparagraph 1 of this Paragraph, shareholders of preferred stocks are not eligible for the dividend entitlements of ordinary stocks, including earnings distribution and capital reserves distributed in cash or being reallocated as capital.

  • IV. In terms of priority for the allocation of the Company's remaining assets, the shareholders of preferred stocks shall have a higher priority than those of ordinary shares and the same priority with those of the other various preferred stocks issued by this Company and those of preferred stocks all shall be lower than the general creditors, however, the allocation to the shareholders of preferred stocks shall not exceed the value of the currently outstanding preferred stocks at issuance price.

  • V. Shareholders of preferred stocks are not entitled to any voting rights or election rights during shareholders' meetings, however they are entitled to voting rights during shareholders’ meetings for preferred stock shareholders and those involving the rights and obligations of preferred stock shareholders during shareholder’s meetings.

  • VI. Preferred stocks may not be converted to ordinary stocks.

  • VII. Where the preferred stock does not have a maturity date, the shareholders of the preferred stocks may not request that the Company recall the preferred stocks they hold. However the Company may recall all or a portion of the outstanding preferred stocks at any time at the issuance price after five years from issuance. For preferred stocks that have not been recalled, the rights and obligations prescribed in the terms of issuance in the above subparagraphs shall persist. Should the Company resolve to issue dividends, the dividend up until the recovery date shall be

  • 60 -

calculated based on the actual number of days issued during the year.

  • VIII. The additional paid-in capital from the issuance of preferred stocks shall not be reallocated as capital during the issuance period of such preferred stocks, unless it is for the purpose of making up losses.

  • The board of directors is authorized to determine the name, date, and terms of issuance depending on the condition of the capital market and the purchasing intentions of the investors at the time of actual issuance, in compliance with the Company’s Articles of Incorporation and relevant laws and regulations.

  • Article 6 The Company’s stocks shall be signed, sealed, and numbered by the director who is authorized to represent the Company. The stocks shall be issued after proper certification by the competent authority or their authorized agent for stock issuance and registration. When issuing new shares, the Company may print a single certificate to collectively represent all shares in the new issue, but shall then contact the centralized securities depository corporation for safekeeping of the share certificates. When issuing the stocks, the Company may opt not to print any share certificates. The Company should, however, contact a centralized securities depository institute to register the shares.

  • Article 7 The shares of the Company shall all be issued as registered shares and the real name of the shareholder shall be specified on the certificate, where the name registered is the name of a legal person, the real name and address of its shareholders (or) representative shall be recorded in the Company’s shareholders' roster. Where the legal person is jointly owned by two or more shareholders, one of them shall be deemed its representative.

  • Article 8 Any matters relating to the loss or damage of the shares shall be governed by relevant laws and regulations and the Regulations Governing the Administration of Shareholder Services of Public Companies prescribed by the competent authority.

  • Article 9 The Company may collect sufficient printing fees and cost of stamp tax set fees in the event of issuance of a new share certificate due to transfer of ownership or loss or damage of share certificate.

  • Article 10 The Company's shareholders shall submit specimens of their seals to the Company for registration. The specimens shall be used by the Company for purposes of verification when the shareholder wishes to collect dividends or exercise shareholders' rights.

  • Article 11 In the case where the shareholders of the Company apply for affairs related to the shares of the Company such as to reassign or create a pledge of rights, report of loss, inheritance or gifting of shares, report loss or change of seal, change to the residential address, or other exercise of rights, unless otherwise stipulated by the laws and regulations, the matter shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

  • Article 12 Transfers of shares shall not be made in the shareholder register within 60 days before an annual shareholders' meeting, 30 days before an extraordinary shareholders’ meeting, or 5 days before the ex-dividend date or the date set for the distribution of bonuses or other

  • 61 -

benefits.

  • Article 12-1 Where the Company buys its stocks in accordance with the Company Act, the assignment subjects may include employees of controlled or affiliated companies that meet the criteria. The employee subscription right of the Company may be granted to employees of controlled or affiliated companies that meet the criteria.

  • Where the Company issues new shares, the employee purchasing the shares may include employees of controlled or affiliated companies that meet the criteria.

  • Where the Company issues restricted stock for employees, the qualification requirements of employees may include employees of controlled or affiliated companies that meet the criteria.

  • For employees of controlled or affiliated companies that meet the criteria as referred to in this provision, the chairman of the board is authorized to set such criteria.

Section 3 Shareholders' Meetings

Article 13 The Company holds two types of shareholders' meeting, listed in the following:

  • I. Annual shareholders' meeting;

  • II. Extraordinary shareholders meeting.

The annual shareholders' meeting is to be held once every year which shall be convened within six months after the close of each fiscal year.

An extraordinary shareholders meeting shall be convened when necessary and shall, unless otherwise provided for in the Company Act, be convened by the board of directors. Extraordinary shareholders' meetings may be held whenever necessary, and are 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 14 The convention of a shareholders' meeting must be communicated to shareholders at least 30 days before an annual shareholders' meeting and 15 days before an extraordinary shareholders' meeting. Date, venue, and agenda items must be explained in detail in the meeting notices and announcements.

  • Article 15 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total voting rights.

Article 16 (Deletion)

  • Article 17 Shareholders of the Company are entitled to one vote for every share held. However, preferred stocks without voting rights issued by the Company or the Company holding its own shares in accordance with the laws is not entitled to voting rights.

  • Article 18 If a shareholder is unable to attend the shareholders' meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. Representation by proxy, unless otherwise provided for in the

  • 62 -

Company Act, shall be governed by the provisions of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies prescribed by the competent authority.

  • Article 19 Shareholders' meeting shall be chaired by the Company's chairman of the board, Where the chairman of the board is absent, one of the directors shall act as chair on his/her behalf in accordance with Article 208 of the Company Act. For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons convening the shareholders’ meeting, the chairman of the meeting shall be elected from among themselves.

  • Article 20 Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the Chairman then disseminated to each shareholder no later than 20 days after the meeting.

  • The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept permanently throughout the life of the Company.

  • The distribution of minutes of shareholders' meeting as referred to in Paragraph 1 shall be governed by the Company Act.

  • The attendance log bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for at least a year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, these documents shall be retained until the conclusion of the litigation.

Section 4 Director

  • Article 21 The board of directors of the Company consists of seven to ten directors. The number of independent directors shall not be fewer than three.

  • Any directors’ election of the Company shall be adopt to the system for nomination of candidates in accordance with the provisions of the Company Act, and the shareholders shall elect from among the list of director candidates.

  • The election of directors shall be in compliance with Article 198 of the Company Act. Independent and non-independent directors shall be elected at the same time, but the numbers of independent or non-independent directors to be elected shall be calculated separately. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an independent or non-independent director elect.

  • Article 21-1 The Company will establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall consist of all the independent directors. The audit committee or the members of the audit committee shall be responsible for executing the authority of the supervisors according to the Company Act, Securities and Exchange Act and other relevant regulations.

  • 63 -

Article 22 Each director's term shall be three years, and directors may be re-elected.

  • Article 23 The directors of the Company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The board of directors may resolve to purchase liability insurance for directors of the Company. The remuneration of the directors shall be determined by the board of directors and based on the general standards of the industry. The total number of registered shares of the Company held by all directors shall be set in accordance with the standard stipulated in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.

Article 24 The directors shall appoint one among them to be chairman of the board.

Article 25 The chairman of the board shall represent the Company externally.

  • Article 26 Apart from the first meeting of each newly elected board of directors, which shall be convened by the director receiving the most votes, the board of directors’ meeting shall be convened and chaired by the chairman of the board and the convener shall communicate the date and the agenda items to the directors at least 7 days before the meeting. However, meetings can be held at any time in case of emergency, without the aforementioned method of communication. The meeting notices prescribed in the preceding paragraph may be distributed by written document, e-mail, or fax. Board meetings may be held inside or outside of the Republic of China.

  • Article 27 Board meetings shall be chaired by the chairman of the board. Where the chairman of the board is absent, one of the directors shall act as chair on his/her behalf in accordance with Article 208 of the Company Act.

  • Article 28 Unless otherwise regulated by the law, each director shall have a vote; the quorum for board of directors’ meeting requires the presence of more than half of the total board members; and any resolution shall be passed with more than half of attending directors voting in favor. Where those voting in favor are the same as those voting against a certain item in a board of directors’ meeting, the chairman of the board does not enjoy an extra deciding vote; the same shall apply for shareholders' meeting.

  • Article 29 A director may designate other directors as proxy to attend the board of directors’ meetings by written authorization, such proxy may then exercise voting rights on all agenda items of the meeting. One director can represent the presence of only one other director.

  • Article 30 The directors shall adopt resolutions in the board of directors’ meeting and exercise their duties.

  • Article 31 When a meeting of the Board of Directors is conducted in the form of a video conference meeting, the directors taking part via video conferencing shall be deemed to have attended the meeting in person.

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Article 32 (Deletion)

  • Article 33 The board of directors shall have one secretary, governing the important documents, contracts, and shares of the board of directors and the Company.

Section 5 Human resource

  • Article 34 The Company may appoint managers, the title of which shall be established according the needs of the Company. The appointment and discharge of managers shall be by a majority resolution of the board of directors where over half of the directors is in attendance.

  • Article 35 The managers appointed by the Company shall carry out the duties designated by the board of directors; where the board of directors has not made such designation, the manager shall carry out duties designated by the chairman of the board.

  • Article 36 The board of directors may appoint other management and designate their duties when necessary.

Section 6 Financial reports

  • Article 37 The fiscal year of the Company begins on January 1 every year and ends on December 30 of that year; the board of directors shall prepare the following reports at the end of each fiscal year and submits such reports to the annual shareholders' meeting for acknowledgment:

  • I. Business report.

  • II. Financial statements.

  • III. Proposals for the distribution of surplus earnings or offsetting of losses.

  • Article 38 In order to provide incentive to employees and the management team, the Company's net income before tax before deducting remuneration to employees and Directors and after making up for losses in the current fiscal year should be applied to pay remuneration to employees in 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. Employee remuneration may be distributed in stock or cash and director remuneration may be distributed in cash subject to a resolution adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.

  • Employee remuneration may be distributed in stock; remuneration may also be distributed for employees of controlled or affiliated companies that meet the criteria. The chairman of the board is authorized to set such criteria.

  • Article 38-1 The Company's annual earnings at the end of the accounting year shall be first subject to taxation, reimbursement of previous losses, followed by a 10% provision for statutory earnings reserve and provision or reversal for special reserve by law. If there is profit remaining, may be distributed as dividends of the preferred stocks for the current year and then the board of directors shall prepare a proposal to distribute the balance

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amount, together with accumulated non-distributed profit. Where dividends are distributed in the form of stocks, the distribution shall be subject to the approval of the shareholders' meeting. Where dividends are distributed in the form of cash, the board of directors is authorized to make such distribution by approval of more than half of directors present at a meeting where more than two-thirds of the directors are in attendance, and shall also be reported at the shareholders' meeting.

The Board of Directors shall determine the shareholders' cash dividend ratio with the consideration of the financial structure of the Company, future earnings situation, and business development; however, the cash dividend ratio may not be less than 15% of the total current dividend distributed to shareholders.

  • Article 38-2 Where the Company incurred no loss, the board of directors may draft distribution proposals to distribute part or all of the legal reserve and capital surplus specified in Article 241 of the Company Act to shareholders. Where dividends are distributed in the form of stocks, the distribution shall be subject to the approval of the shareholders' meeting. Where dividends are distributed in the form of cash, the board of directors is authorized make such distribution by approval of more than half of the directors present at the meeting, where more than two-thirds of the directors are present, and shall also be reported at the shareholders' meeting.

Section 7 Supplementary Provisions

  • Article 39 The internal organization and business operation shall be governed by the resolution of the board of directors.

  • Article 40 Any issues not covered under the Articles of Incorporation shall be handled in accordance with the stipulations of the Company Act of the Republic of China.

  • Article 41 The Articles of Incorporation were drafted and agreed upon by all founders on September 1, 1988. It officially takes effect after the approval of the competent authority; the same applies to any amendments. The 1st amendment was made on September 27, 1990. The 2nd amendment was made on June 18, 1991. The 3rd amendment was made on April 6, 1992. The 4th amendment was made on March 18, 1993. The 5th amendment was made on October 22, 1993. The 6th amendment was made on May 11, 1994. The 7th amendment was made on May 20, 1995. The 8th amendment was made on March 28, 1996. The 9th amendment was made on April 18, 1997. The 10th amendment was made on April 18, 1997. The 11th amendment was made on May 13, 1998. The 12th amendment was made on May 7, 1999. The 13th amendment was made on May 2, 2000. The 14th amendment was made on May 11, 2001. The 15th amendment was made on May 21, 2002. The 16th amendment was made on May 28, 2003. The 17th amendment was made on June 10, 2005. The 18th amendment was made on June 13, 2007. The 19th amendment was made on June 11, 2008. The 20th amendment was made on June 17, 2010. The 21st amendment was made on June 10, 2011. The 22nd amendment was made on June 13, 2012. The 23rd amendment was made on June 11, 2014. The 24th amendment was made on June 12, 2015. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 7, 2017. The 27th amendment was made on

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June 12, 2018. The 28th amendment was made on June 6, 2019. The 29th amendment was made on June 12, 2020. The 30th amendment was made on May 30, 2022.

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Appendix 2

Synnex Technology International Corporation Rules of Procedure for Shareholders Meetings

  1. Unless otherwise specified by law or Articles of Incorporation, the Company shall proceed with its shareholders' meetings according to the terms of the Rules.

  2. (Convention and advising of shareholders' meetings)

Unless otherwise specified by law, shareholders' meetings are convened by the board of directors. The Company shall prepare an electronic file that contains the meeting notice, a proxy form, a detailed description of various agenda items to be acknowledged or discussed during the meeting, and notes on re-election or dismissal of directors and post it to the Market Observation Post System (MOPS) at least 30 days before an annual shareholders' meeting, or 15 days before an extraordinary shareholders' meeting. At least 21 days before an annual shareholders' meeting, or 15 days before an extraordinary shareholders' meeting, an electronic copy of the shareholders' meeting procedures manual and supplementary information shall be posted to the MOPS. Physical copies of the shareholders' meeting procedures manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the Company's premises and at the share administration agency appointed by the Company, and distributed on-site at the shareholders' meeting.

The meeting notices and announcements shall specify the reason for convening a Board meeting. Subject to agreement by the receiving party, meeting notices may also be delivered electronically. Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, capital reduction, application for the approval of ceasing its status as a public company, approval of competition with the Company by directors, capitalization of profits, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, Paragraph 1 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as special motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the notice.

Where the causes or subjects for convening a shareholders' meeting had specified a re-election of all directors and their terms of office, after the completion of the election for that meeting, the terms of office for the directors cannot be altered by special motions or any other means in the same meeting.

Shareholders who own more than 1% of the Company's current outstanding shares are entitled to propose agenda items for discussion in annual shareholders' meetings. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. However, where an agenda item proposed by the shareholder promotes public interests or fulfills social responsibilities, the board of directors may include such an item in the meeting agenda. The board of directors may disregard shareholders' proposals if the proposed agenda item involve any of the circumstances listed in Article 172-1, Paragraph 4 of the Company Act.

The Company shall announce, prior the Book Closure Period before a regular shareholders meeting is held, to accept shareholder’s proposals, the acceptance methods in writing or by way of

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electronic transmission, the conditions, places and period. The period of acceptance shall be no shorter than ten days.

Shareholders shall limit their proposed agenda items within 300 words; proposals that exceed 300 words shall be excluded from the agenda. Shareholders who have successfully proposed agenda items shall attend the annual shareholders' meeting in person or through proxy attendance and participate in the discussion.

The Company shall notify the proposing shareholders of the outcome of the proposed agenda items before the date the meeting notice is sent. Meanwhile, agenda items that satisfy the conditions listed in this Article shall be included as part of the meeting notice. During the shareholders' meeting, the board of directors shall explain the reasons why certain proposed agenda items are excluded from discussion.

  1. Shareholders may appoint proxies to attend shareholders' meetings by completing the Company's proxy form and specifying the scope of delegated authority.

  2. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must arrive at the Company at least five days before the shareholders' meeting. In the event that multiple proxy forms are issued, the proxy form that arrives first shall prevail. However, exception shall be granted if the shareholder issues a declaration to withdraw the previous proxy arrangement. Should the shareholder decide to attend a shareholders' meeting personally or exercise voting rights in writing or through electronic means after a proxy form has been delivered to the Company, a written notice should be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the withdrawal is made after the prescribed period, then the voting decision exercised by the proxy shall prevail.

  3. The location for shareholders meetings of the Company shall be the place where the Company is located or locations that are convenient for shareholders’ attendance and suitable for holding a shareholders meeting. The start time of the meeting shall be no earlier than 9 am or later than 3pm.

  4. (Preparation of attendance logs and documents)

  5. This company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

  6. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel shall be assigned to handle the registrations.

Shareholders and their proxies (hereinafter referred to as "Shareholders") shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by Shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending Shareholders with an attendance log to sign, or attending Shareholders may hand in a sign-in card in lieu of signing in.

Shareholders who attend the meeting shall be given a copy of the procedures manual, annual report, attendance pass, speech notes, agenda ballots and any information relevant to the meeting. Shareholders shall also be given election ballots where election of directors is to take place.

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Where the Shareholders is a government agency or corporate entity, more than one representative may attend the shareholders' meetings on their behalf. Legal person that have been designated as proxy attendants shall only appoint one representative to attend the shareholders' meeting.

  1. (Meeting chair and participants)

If a shareholders' meetings is convened by the board of directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the Chairman does not appoint an agent, one shall be elected among the directors to act on the Chairman's behalf.

When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that directorship for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a legal person director that serves as chair.

It is advisable that shareholders’ meetings convened by the board of directors be chaired by the Chairman of the board in person and attended by a majority of the directors (including at least one independent director), chairman of the audit committee, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

For shareholders' meetings convened by any authorized party other than the board of directors, the convener will act as the meeting chair. If there are two or more conveners at the same time, one shall be appointed from among them to chair the meeting.

The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at the shareholders' meeting.

  1. (Video and audio recording in shareholders' meetings) The Company, beginning from the time it accepts Shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

  2. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a Shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  3. Attendance at Shareholders Meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

  4. The chair shall announce the commencement of the meeting as soon as the appointed time arrives. However, if those in attendance represent less than half of the Company's current outstanding shares, the chair may announce to postpone the meeting up to two times, for a period totaling no more than one hour. The chair shall dismiss the meeting if shareholders in attendance represent less than one-third of current outstanding shares after two postponements.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of current outstanding shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company

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Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending Shareholders represent a majority of the total number of current outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

9. (Discussion of proposals)

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant agenda items (including special motions and amendments to the original agendum) shall be voted on respectively. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The preceding paragraph applies mutatis mutandis where the shareholders' meeting is convened by any authorized party other than the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair violates the rules of procedure by dismissing the meeting when it is not allowed to do so, other members of the board shall immediately assist the attending Shareholders to elect another chair with the support of more than half of the voting rights represented and continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or special motions put forward by the Shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and arrange ample voting time.

10. (Shareholders' opinions)

Shareholders who wish to speak during the meeting must produce a speech note detailing the topics and the Shareholder's account number (or the attendance card serial number). The order of Shareholders' comments shall be determined by the chair.

Shareholders who submit a speech note without actually speaking are considered to have remained silent. If the Shareholder's actual comments differ from those stated on the speech note, only the actual comments expressed shall be recorded.

Each shareholder shall speak no more than twice, for five minutes each, on the same agenda item unless otherwise agreed by the chair. The chair may stop Shareholders from speaking if they violate the rules or speak outside the agenda item under discussion.

While a Shareholder is speaking, other Shareholders shall not speak simultaneously or interfere in any way unless allowed by the chair and the person speaking. Any violators shall be restrained by the chair.

Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item.

After the Shareholder has finished speaking, the chair may answer the Shareholder's queries personally or appoint any relevant personnel to do so.

11. (Calculation of voting shares and recusals)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of Shareholders Meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood

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that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the Taiwan competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

  1. Each share is entitled to one voting right, except for shares where voting rights are restricted as described in Article 179, Paragraph 2 of the Company Act.

Voting rights shall be exercised electronically and may be exercised in writing during a shareholders' meeting; the shareholders' meeting notice must explain the methods through which shareholders may exercise voting rights in writing or in electronic form. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholders' meeting in person. However, the Shareholder will be deemed to have waived his/her rights with respect to the special motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoids the submission of special motions and amendments to original proposals. Instructions to exercise written and electronic votes must be delivered to the Company at least two days before the shareholders' meeting. In the event where there are duplicate submissions, the earliest submission shall be taken into record. However, exception shall be granted if the Shareholder issues a proper declaration to withdraw the previous vote.

If the Shareholder decides to attend the shareholders' meeting in person after submitting a written or electronic vote, a proper declaration of withdrawal must be issued in the same method as the original vote no later than two days before the shareholders' meeting. If the withdrawal is not received in time, then the written or electronic vote shall be taken into record. If the Shareholder has exercised written or electronic votes, and at the same time delegated a proxy to attend the shareholders meeting, then the voting decision exercised by the proxy shall prevail.

Unless otherwise regulated by the Company Act or the Articles of Incorporation of the Company, an agenda item is passed when supported by shareholders who represent more than half of the total voting rights in the meeting. At the time of a vote, the Shareholders shall vote on each item separately. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there are any amendments or alternative solutions for the same proposal, the chair shall combine these amendments/alternative solutions with the original proposal and decide their priority for voting. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

The chair will appoint a ballot scrutineer and a ballot counter; the ballot scrutineer must be a Shareholder.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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13. (Election)

Where the shareholders' meeting involves re-election of directors, the election must proceed according to the Company's Election Policy, with outcomes announced immediately on-site, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the ballot scrutineer and kept in proper custody for at least one year. If, however, a Shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

14. (Meeting minutes.)

Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chair then disseminated to each Shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.

The Company may distribute meeting minutes by posting details onto MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the statistical tallies of the numbers of votes). Where there is an election of the directors, the number of votes received by each candidate shall be disclosed. The meeting minutes shall be retained for the duration of the existence of the Company.

15. (Public announcements)

On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

The Company must disclose on MOPS any shareholders' meeting resolutions that constitute material information as defined by law or the rules of the Taiwan Stock Exchange Corporation within the prescribed time period.

16. (Order in the meeting)

Organizers of the shareholders' meeting must wear proper identification or arm bands.

The chair may instruct marshals or security staff to help maintain order in the meeting. While maintaining order in the meeting, all marshals or security staff must wear arm bands or identification which identify their roles as "Marshall."

The chair may stop anyone who attempts to speak using speaker equipment not provided by the Company.

The chair may instruct marshals or security staff to escort Shareholders who continue to violate the meeting rules despite being warned by the chair from the meeting.

17. (Recess and resumption of meeting)

The chair may put the meeting in recess at appropriate times. In the occurrence of force majeure events, the chair may suspend the meeting temporarily and resume at another time.

If the shareholders' meeting is unable to conclude all scheduled agenda items (including special motions) before the venue is due to be returned, participants may resolve to continue the meeting at an alternative location.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

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18. (Date of establishment and amendment)

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings. The third amendment is approved by the annual shareholders' meeting. approved on June 12, 2015. The 4th amendment was on June 12, 2020.

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Appendix 3

Total directors' shareholdings

Record Date: 1 April 2023 Record Date: 1 April 2023 Record Date: 1 April 2023 Record Date: 1 April 2023
Title Name No. of shares held on start of share
transfer blackout period		 Remarks
Type No. of Shares % of total
outstanding
shares
Chairman Miau,
Matthew
Feng Chiang		 Representative of
Mei-Feng
Investment
Corporation		 Ordinary
Shares
 3,283,000 0.20%
Director Chou Teh-
Chien		 Representative of
MITAC Inc.		 260,521,054 15.62%
Director Yang Hsiang-
Yun
Director Tu Shu-Wu 36,156,381 2.17%
Director Tu Shu-
Chyuan		 Representative of
Hong Ding
Investments Corp.		 17,690,053 1.06%
Director Miau,
Scott-
Matthew		 Representative of
Lien Hwa
Industrial Holdings
Corporation		 59,526,125 3.57%
Independent
Director		 Yeh Kuang-Shih 0 0.00%
Independent
Director		 Hsuan Chien-Shen 0 0.00%
Independent
Director		 Shen Ling-Long 0 0.00%
Total 377,176,613

Total number of outstanding shares on 1 April 2023: 1,667,946,968 shares

Note 1: Statutory minimum number of shares to be held by all directors: 40,030,727 shares. 377,176,613 shares held as of 1 April 2023.

Note 2: The Company has an audit committee. Thus minimum number of shares held by supervisors is not applicable.

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Spokesperson

David Tu Group Business Development and Strategy VP (02) 2506-3320 [email protected]

Acting Spokesperson

Evelyn Chen Assistant Treasury Manager (02) 2506-3320 [email protected]

Synnex Technology International Corporation

4[th] Fl., 75, Sec. 3, Ming-Sheng E. Rd., Taipei, Taiwan, R.O.C.

Tel：886-2-2506-3320

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