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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION — AGM Information 2023
Jun 14, 2023
52019_rns_2023-06-14_6410fc19-88f7-4a3d-b0ba-a302a3e63a90.pdf
AGM Information
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Synnex Technology International Corp. 2023 General Shareholders’ Meeting Minute
Agenda for 2023 General Shareholders’ Meeting of Synnex Technology International Corp.
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I. Time: May 30, 2023 (Tuesday) 9:00 am
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II. Location: 1F, No. 209, Section 1, Nangang Road, Taipei City Meeting called to order
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III. Convening Method: Physical shareholders' meeting
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IV. Total outstanding Synnex shares : 1,667,946,968 shares
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V. Total shares represented by shareholders present in person or by proxy : 1,416,317,073 shares Percentage of shares held by shareholders present in person or by proxy : 84.91%
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VI. Chairman : Miau Feng-Chiang
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VII. Recorder : Lin Shu-Chen
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VIII. Directors present : Miau Feng-Chiang, Yang Hsiang-Yun, Chou Teh-Chien, Tu Shu-Chyuan, Miau Scott Matthew
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IX. Independent Directors present : Yeh Kuang-Shih
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X. Attendees : Lawyer Henry Han, Accountants Yeh Tsui-Miao
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XI. Announcement to start meeting
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XII. Chairman’s Statements (omitted)
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XIII. Reports
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No. 1
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The Company’s 2022 business report is hereby submitted for
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Agenda: inspection.
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Description: Please refer to Attachment 1.
No. 2 The Audit Committee’s review of the Company's 2022 financial Agenda: statements is hereby submitted for inspection. Description: Please refer to Attachment 2 and 3.
No. 3 The report on the Company's 2022 distribution of remuneration to Agenda: employees and directors is hereby submitted for inspection.
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(I) According to Article 38 of the Company's Articles of
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Description: Incorporation, the Company's profit before tax of the year before deducting remuneration to employees and directors and after making up for losses should be applied towards distributing remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance, and to directors for an amount not more than 1% of the balance.
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(II) It is hereby proposed that for the year 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.
No. 4 The report on the 2022 distribution of cash dividends from earnings is Agenda: hereby submitted for inspection.
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(I) This proposal is based on Article 38-1 of the Articles of
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Description: Incorporation which authorizes the Board of Directors to resolve to distribute all or part of the dividends and bonus in cash, and report to the shareholders’ meeting.
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(II) A cash dividend of NT$5,837,814,388 is distributed to shareholders at NT$3.5 per share. The cash dividend will be paid up to NT$1, and the amounts below NT$1 will be rounded off. The total amount of dividends distributed to fractional shares less than NT$1 will be included in the Company’s other income.
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(III) This proposal has been approved by the Board of Directors and the Chairman of the Board is authorized to set the ex-dividend base date, distribution date and other related matters; thereafter, if the number of common shares in circulation of the Company changes, resulting in a change in the payout ratio, the Chairman of the Board is also fully authorized to make adjustments.
XIV. Ratifications
No. 1 (Proposed by Board of Directors) Agenda: The Company's 2022 financial statements are hereby submitted for ratification.
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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.
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(II) Please ratify.
Resolution: Voting Results : Shares represented at the time of voting : 1,408,128,026
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,279,582,067 votes | 90.87% |
| Votes against:757,173 votes | 0.05% |
| Votes invalid:none | 0.00% |
| Votes abstained:127,788,786 votes | 9.07% |
RESOLVED, that the above proposal be and hereby was approved as proposed.
No. 2 (Proposed by Board of Directors) Agenda: The Company's 2022 earnings distribution is hereby submitted for ratification.
(I) The Company's 2022 earnings distribution has been approved Description: by the Board of Directors and sent to the Audit Committee which has completed the review procedures. Please refer to Attachment 4.
(II) Please ratify.
Resolution: Voting Results : Shares represented at the time of voting : 1,408,128,026
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,281,985,484 votes | 91.04% |
| Votes against:142,580 votes | 0.01% |
| Votes invalid:none | 0.00% |
| Votes abstained:125,999,962 votes | 8.94% |
RESOLVED, that the above proposal be and hereby was approved as proposed.
XV. Discussions
No. 1 (Proposed by Board of Directors) Proposed amendment to certain clauses of the Rules of Procedure for Agenda: Shareholders' Meetings are submitted for approval.
(I) Proposed amendment to certain clauses of the Rules of Description: 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.
(II) Please resolve.
Resolution: Voting Results : Shares represented at the time of voting : 1,408,128,026
| Voting Results (including votes casted electronically) |
% of the total represented share present |
|---|---|
| Votes in favor:1,268,557,751 votes | 90.08% |
| Votes against:13,189,690 votes | 0.93% |
| Votes invalid:none | 0.00% |
Votes abstained : 126,380,585 votes 8.97%
RESOLVED, that the above proposal be and hereby was approved as proposed.
XVI. Extraordinary Motions
XVII. Meeting adjourned
(No inquiries were raised by shareholders at the Shareholders’ Meeting)
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.
Below are the key operational highlights of 2022:
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Revenue and profit 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.
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Concrete business results
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(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.
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(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.
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(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.
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(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.
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(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:
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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.
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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.
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As we enter the post-pandemic era, we will expand the introduction of software and hardware products in certain application fields, including those for video conferencing, smart mobile offices, remote learning, and smart homes.
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Our logistics service unit will expand and promote warehouse service deployed in cloud platform, home electronics installation and maintenance service, and technical services business, and continue to popularize the smartification of services and operations.
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
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
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.
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.
How our audit addressed the matter
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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.
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For individually assessed accounts, selected and verified samples of managements’ impairment evaluation. Discussed with management the assessment results and evaluated the adequacy of the provision.
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For accounts assessed as a group, considered historical uncollectible records and the management’s forecastability adjustment information to determine whether the provision ratio of allowance for uncollectible accounts is reasonable. For significant accounts, examined subsequent collections after balance sheet date.
Assessment of allowance for valuation of inventory
Description
Please refer to Note 4(14) for description of accounting policies on allowance for inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty. Please refer to Note 6(8) for details of inventory items.
The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and 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
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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.
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Obtained net realisable value report for inventory items and verified that a consistent systematic logic was applied to the calculation. First, tested the assumptions such as: sources of sales or purchases data and relevant supporting estimation documents. Second, recalculated net realisable value item-by-item, then applied the lower of cost or net realisable value method for valuation and examined whether reasonable allowance was recognised.
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Compared current and previous years’ rate of allowance for valuation of inventory. Reviewed each period’s days sales of inventory in order to assess the adequacy and reasonableness of allowance recognised.
Assessment of purchase rebate
Description
Please refer to Note 4(14) for accounting policies adopted for the recognition of purchase rebate.
Please refer to Note 5(2) for critical accounting estimates and assumptions applied in the accounting policy for the recognition of purchase rebate.
The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and 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:
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Obtained an understanding and tested the effectiveness of internal control over the estimation of purchase rebate. Tested the appropriate controls over contractual terms regarding rebates. Checked whether the recognition of rebate amount has been approved by the proper authority.
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Selected samples of details of purchase rebate estimation, reviewed the inventory items and obtained the supporting documents in order to recalculate the rebate amount and assess the reasonableness of estimation.
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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.
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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
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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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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
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 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 |
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| 82 | |||||
| 3 1 6 5 1 1 - - 1 |
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| 18 | |||||
| 100 |
(Continued)
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.
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)
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.
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.
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)
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
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.
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.
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
-
Obtained an understanding of the credit quality of the Company’s customers, assessed the reasonableness of classification of accounts receivable, the policies and the procedures applied in loss allowance provision.
-
For individually assessed accounts, selected and verified samples of managements’ impairment evaluation. Discussed with management the assessment results and evaluated the adequacy of the provision.
-
For accounts assessed as a group, considered historical uncollectibility records and the management’s forecastable adjustment information to determine whether the provision ratio of allowance for uncollectible accounts is reasonable. For significant accounts, examined subsequent collections after balance sheet date.
Assessment of allowance for valuation of inventory
Description
Please refer to Note 4(13) for description of accounting policies on allowance for inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty. Please refer to Note 6(7) for details of inventory items.
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.
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
-
Obtained the policy applied to the assessment of allowance for valuation of inventory loss. Assessed whether the allowance recognition policy is applied in a manner consistent between comparative and current periods of the financial statements.
-
Obtained net realisable value report for inventory items and verified that a consistent systematic logic was applied to the calculation. First, tested the assumptions such as: sources of sales or purchases data and relevant supporting estimation documents. Second, recalculated net realisable value item-by-item, then applied the lower of cost or net realisable value method for valuation and examined whether reasonable allowance was recognised.
-
Compared current and previous years’ rate of allowance for valuation of inventory. Reviewed each period’s days sales of inventory in order to assess the adequacy and reasonableness of allowance recognised.
Assessment of purchase rebate
Description
Please refer to Note 4(13) for accounting policies adopted for the recognition of purchase rebate. Please refer to Note 5(2) for critical accounting estimates and assumptions applied in the accounting policy for the recognition of purchase rebate.
The Company 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.
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
-
Obtained an understanding and tested the effectiveness of internal control over the estimation of purchase rebate. Tested the appropriate controls over contractual terms regarding rebates. Checked whether the recognition of rebate amount has been approved by the proper authority.
-
Selected samples of details of purchase rebate estimation, reviewed the inventory items and obtained the supporting documents in order to recalculate the rebate amount and assess the reasonableness of estimation.
-
Sampled details of purchase rebate estimation without notice from suppliers that has been recognised as of the balance sheet date and obtained debit notes or other supporting documents that were received from suppliers after the balance sheet date to evaluate the reasonableness of estimation. In addition, after balance sheet date, examined whether there were significant new rebates that should be recognised as of the balance sheet date.
-
Selected samples of significant outstanding rebate receivable accounts and obtained the original vouchers or supporting documents or tested subsequent collections after the balance sheet date.
– Other matter Reference to report of other auditors
We did not audit the financial statements of 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.
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:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Yeh, Tsui Miao Liang, Yi Chang
For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 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.
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)
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.
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.
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.
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)
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
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 |
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.
- Partial wording and paragraph adjustments.
| 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 |
||
meeting supplemental and agenda |
||
| 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- shareholders' only 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- |
| 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 |
| 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. |
| 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. |
| 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 |
||
starts. meeting the before minutes |
|||
| 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 |
| 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 |
||||
this keep and starts, meeting the |
||||
| information disclosed until the end of the | ||||
| meeting. | ||||
| Article 5-1(Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice) shareholders' virtual a To convene |
(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 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) having not Shareholders registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session. (III) In case of a hybrid shareholders' virtual the when meeting, meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by the attending shareholders |
||||
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) having not Shareholders registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session. (III) In case of a hybrid shareholders' virtual the when meeting, meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by the attending shareholders |
||||
(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. having not Shareholders |
||||
| registered to attend the affected | ||||
virtual shareholders' meeting |
||||
shall not attend the postponed or |
||||
resumed session. In case of a hybrid shareholders' |
||||
virtual the when meeting, |
||||
| meeting cannot be continued, if | ||||
the total number of shares |
||||
| represented at the meeting, after | ||||
deducting those represented by |
||||
the attending shareholders |
| 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 |
||||
r shares by epresented |
||||
| the attending shareholders |
||||
| virtual meeting online shall be | ||||
total the towards counted |
||||
| number of shares represented by | ||||
the at present shareholders |
||||
| meeting, and the shareholders | ||||
attending the virtual meeting |
||||
online shall be deemed abstaining |
||||
from voting on all proposals on |
||||
that of agenda meeting |
||||
| 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 |
||||
| in difficulties with shareholders |
||||
| 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. |
| 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. |
| 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. |
| 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. |
| 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 |
| 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 |
| 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 |
||
the before days two registration |
||
| 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, |
||
the withdrawn have they unless |
||
| 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. |
| 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. virtual a convening When -only |
|||
than other meeting, shareholders' |
|||
| 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. virtual During the Company's |
|||
shareholders' meeting, when the meeting is |
|||
called to order, the total number of shares |
|||
represented at the meeting shall be |
|||
| 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- | ||
election and votes of results time |
||
| 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, |
| 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 |
||
44 Article under time another -20, |
||
paragraph 4 of the Regulations Governing |
||
Shareholder of Administration the |
||
| 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 |
||
affected the at session, resumed |
||
| shareholders' meeting, shall be counted | ||
towards the total number of shares, |
||
number of voting rights and number of |
||
the at represented rights election |
||
| 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 |
| 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 |
||
by represented those deducting |
||
| attend shareholders virtual the ing |
||
| shareholders' meeting online, still meets | ||
the minimum legal requirement for a |
||
the then meeting, shareholders' |
||
| 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 |
||
| by represented shares of number |
||
| 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 |
||
of Administration the Governing |
||
| 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 |