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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION — AGM Information 2025
Jun 12, 2025
52019_rns_2025-06-12_3f2f684d-ff8e-422e-b426-9a19e590609a.pdf
AGM Information
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Stock Code: 2347
Synnex Technology
International Corp.
2025 Annual Shareholders' Meeting
Handbook
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The original of this handbook is written in Chinese language. If there is any discrepancy between theChinese version and this English translation, the Chinese version shall prevail.
May 29, 2025
Convening Method: Physical shareholders' meeting
Table of Contents
| Table of Contents | |
|---|---|
| Meeting Agenda Reports Ratifications Discussions Extraordinary Motions Attachments (Attachment 1) 2024 Business Report (Attachment 2) Audit Committee's Audit Report (Attachment 3) 2024 Financial Statements (Attachment 4) 2024 Annual Surplus Distribution (Attachment 5) Comparison Table of Amended Clauses of Articles of Incorporation Appendices (Appendix 1) Articles of Incorporation (Appendix 2) Rules of Procedure for Shareholders' Meetings (Appendix 3) Total directors' shareholdings |
Page No. |
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Synnex Technology International Corp. 2025 Annual Shareholders' Meeting Agenda
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I. Time: May 29, 2025 (Thursday) 9:00 am
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II. Location: 1F, No. 209, Section 1, Nangang Road, Taipei City
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III. Meeting called to order
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IV. Chairman's speech
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V. Reports
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(I) Report on operating status in 2024
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(II) Report on the Audit Committee’s review of 2024 financial statements
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(III) Report on the 2024 distribution of remuneration to employees and directors
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(IV) Report on the 2024 distribution of cash dividends from earnings
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VI. Ratifications
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(I) Ratification of the 2024 financial statements
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(II) Ratification of the 2024 earnings distribution
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VII. Discussions:
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(I) Discussion for amending certain provisions of Articles of Articles
VIII. Extraordinary Motions
IX. Meeting adjourned
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Reports
Proposal 1
Agenda: The Company’s 2024 business report is hereby submitted for inspection. Description: Please refer to Attachment 1 of this Handbook. (See pages 8 to 10 for details)
Proposal 2
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Agenda: The Audit Committee’s review of the Company's 2024 financial statements is hereby submitted for inspection.
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Description: Please refer to Attachments 2 and 3 of this Handbook. (See pages 11 to 37 for details)
Proposal 3
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Agenda: The report on the Company's 2024 distribution of remuneration to employees and directors is hereby submitted for inspection.
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Description: (I) According to Article 38 of the Company's Articles of Incorporation, the Company's profit before tax of the year before deducting remuneration to employees and directors and after making up for losses should be applied towards distributing remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance, and to directors for an amount not more than 1% of the balance.
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(II) It is hereby proposed that for the year 2024 NT$1 million (approximately 0.01%) in employee remuneration and NT$10.8 million (approximately 0.1%) in directors' remuneration should be distributed, both of which will be paid in cash.
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Proposal 4 Agenda: The report on the 2024 distribution of cash dividends from earnings is hereby submitted for inspection.
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Description: (I) This proposal is based on Article 38-1 of the Articles of Incorporation which authorizes the Board of Directors to resolve to distribute all or part of the dividends and bonus in cash, and report to the shareholders’ meeting.
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(II) A cash dividend of NT$6,671,787,872 is distributed to shareholders at NT$4.0 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
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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.
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Ratifications
Proposal 1 (Proposed by the Board of Directors)
Agenda: The Company's 2024 financial statements are hereby submitted for ratification.
Description: (I) The Company's 2024 business report and financial report have been approved by the Board of Directors and sent to the Audit Committee which has completed the review procedures. For relevant information, please refer to Attachments 1 and 3 of this Handbook. (See pages 8 to 10 for Attachment 1 and pages 12 to 37 for Attachment 3) (II) Please ratify. Resolution: Proposal 2 (Proposed by the Board of Directors) Agenda: The Company's 2024 earnings distribution is hereby submitted for ratification. Description: (I) The Company's 2024 earnings distribution has been approved by the Board of Directors and sent to the Audit Committee which has completed the review procedures. Please refer to Attachment 4 of this Handbook. (See page 38 for details) (II) Please ratify. Resolution:
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Discussions
Proposal 1 (Proposed by Board of Directors) Agenda: Proposed amendment to certain clauses of the Articles of Incorporation are submitted for approval. Description: (I) Proposed amendment to certain clauses of the Articles of Incorporation are prepared in accordance with the actual requirements of the Company. For Comparison Table of Amended Clauses, please refer to Attachment 5 to this Handbook (see pages 39 to 40 for details). (II) Please resolve.
Resolution:
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Extraordinary Motions
Meeting adjourned
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Attachment 1
Business Report
2024 will prove to be a year of critical turning point in history! Many countries around the world have experienced drastic geopolitical and economic changes, bringing numerous shocks to the rest of the world. Rather than easing, the ongoing wars have intensified. The high international trade barriers have led to the fragmentation and reorganization of the global economic and trade order. The increased uncertainty in government policies in major countries has further impacted the rapid volatility of the global economy. While the multiple energy price hikes have led to enormous pressure on people’s livelihood and business operations. Alternatively, the world is seeing major technological innovations that only occur once every decade or so. Artificial intelligence (AI), electric vehicles, and a number of new technologies are bringing endless new business opportunities and visions. Innovation has brought forth paradigm shifts, leading to a drastic reshuffling in industries. Confronted by both new opportunities and the turbulent environment, challenges are always around the corner, testing the decision-making ability of business operations!
In 2024, amidst the turbulent environment, Synnex's business and HQ teams strove to achieve breakthroughs and expansions, leading to heightened business scale and strategic layout in the four major product categories. These include the semiconductor business, enterprise solution business, IT consumer business, and mobile device business. In addition, we also saw enormous progress in the Taiwan & China technical service business and the SYN Logistics business, helping to set a record high in the Group's consolidated revenue.
In addition to the breakthroughs in business, we are also starting to see results after implementing digital transformation for six years. Digitalization is in Synnex's genes. Having started computerization in as early as 1984, we have been continuously refining our operational knowledge into computer systems to assist business decisionmaking and help employees to learn. This year marks the 20th anniversary of the HQ Planning & Management Divisions. Established in 2005, it is in charge of building a transnational management mechanism and leading the development and optimization of ERP. In 2014, the Gen 7 system was successfully upgraded, enabling a multinational, diversified Group ERP business model that significantly facilitated our multinational operations. In 2019, Synnex initiated a new phase of digital transformation, introducing AI software to gain insight into market operational patterns through "pattern analysis". We also used "bias analysis" to explore hidden inefficiencies and losses, identifying ineffective operations that consumed channel resources and created unnecessary losses. In 2022, Synnex further optimized the new generation ERP architecture. By accelerating external digital connections with vendors and customers, we provided real-time, transparent and precise operation
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management information to partners throughout our supply chain and facilitated customers to concentrate resources on markets with enhanced efficiency. Internally, we comprehensively connected all eight of our operational systems to thoroughly reduce offline manual work. Besides reducing employees' workload, it also enables their work to be more knowledge-intensive, allowing them to focus on information interpretation and communications. Over the past six years, we have experienced a comprehensive transformation of existing and new awareness, and successfully transformed digital operations, division of labor, and organizational framework, allowing Synnex to achieve a new outlook in operation management and primed to take on the future.
2024 also marks a year of milestones for Synnex Group as we welcomed our ideal headquarters building. Constructed as a pioneering investment, the new building adopts customized specifications including top-notch seismic resistant and electromechanical security measures, optimized internal traffic flow, and humancentered design thinking infused into every detail. It is meant to enrich employees' daily lives with sunlight, fresh air, and water. The exterior facade of the Synnex Tower is inspired by the keystone of a classical vaulted building, symbolizing Synnex's commitment to being the keystone that bridges vendors and customers, achieving steady and continuous growth, and winning long-term trust.
After six years of digital transformation and internal rectification, Synnex's overall operational structure has become more lean, flexible, and agile. With the breath of fresh air ushered in by our new building, 2025 will be a year for Synnex to fully seize the market and strive for momentous growth.
Below are the key operational highlights of 2024:
1. Revenue and profit
Synnex's 2024 consolidated revenue was NT$426 billion, representing 8% growth from the NT$396 billion in 2023. The net profit after tax was NT$9.21 billion, which is an increase of 26% from the NT$7.29 billion in 2023. The after-tax EPS was NT$5.52, which is up 26% from NT$4.37 in 2023.
2. Concrete business results
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(1) The four major product categories have all achieved comprehensive growth. In particular, the semiconductor business has continued to expand the number of customers for its MSP services, thereby reaching new revenue records for four consecutive years and achieving an annual increase of 9%. The Group's enterprise solution business seized AI-related opportunities and achieved record revenue, up 10% from the previous year. The Group's mobile device business actively expanded new products and recruited sales reps, showing a significant revenue increase of 24%, setting a six-year record. Meanwhile, the Group's IT consumer business resisted inventory destocking and sluggish
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demand, and achieved revenue growth of 2%.
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(2) The Taiwan & China "technical service business" continued to expand the number of vendors and the breadth and depth of its services, resulting in a 3% growth. SYN Logistics continued to expand its warehouse service deployed in cloud platform, having served more than 1.6 million households in door-to-door delivery services.
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(3) Our overseas joint ventures also performed well, with the three ASEAN countries (Indonesia, Thailand, and Vietnam) actively expanding their 450 million demographic dividend and continuing to grow strongly, achieving a 16% revenue growth. Revenues in India, the Middle East and North Africa reached a new high for the fourth consecutive year, growing by 9%.
The important production and marketing policies for 2025 are respectively described as follows:
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In terms of our various businesses, including semiconductor, commercial information, consumer information, communications, recruitment, and cloud service sectors, by utilizing the Management Service Platform (MSP) as a core, we continued to develop and adjust service and business models to enhance service quality and efficiency, driving for business expansion.
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We actively focused on seizing new opportunities in AI-related applications, green technology, smart mobile office and other fields.
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Continued to expand the logistics service business and corporate customer technical service business to develop them into fields with high value and growth.
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Continued to expand the application of AI and smart tools, especially in business decision-making, operational risk control, and operational quality management in order to reduce inefficiencies and losses. This helps us to focus resources on highperforming businesses and improve operating efficiency.
The international situation is unpredictable and challenges will only become more severe in the future. 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!
Warm regards,
Chairman:Miau, Matthew Feng Chiang President:Tu Shu-Wu
Senior Director of Finance: Lin Tai-Yang
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Attachment 2
Synnex Technology International Corp. Audit Committee's report
The board of directors has prepared and submitted the 2024 business report, financial reports (including consolidated and individual financial reports), and earnings distribution proposal. The board of directors have appointed CPA Huang Shih-Chun and CPA Liang Yi Chang 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. 2025 General Shareholders' Meeting
Synnex Technology International Corp.
Chairman of the Audit Committee: Chung Hui-Min
March 12, 2025
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Attachment 3
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR24000462
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, 2024 and 2023, 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 material 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, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 judgement, were of most significance in our audit of the Group’s 2024 consolidated financial statements. 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.
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Key audit matters for the Group’s 2024 consolidated financial statements 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, 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 recognized 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 forward-looking information to assess the default possibility of uncollectible accounts.
As management’s judgement on allowance for uncollectible accounts is relatively subjective and the estimated amount is material to the financial statements, therefore, we indicated that the assessment of allowance for uncollectible accounts as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
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Obtained an understanding of the credit quality of the Group’s customers, assessed the 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 provision.
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For accounts assessed as a group, considered historical uncollectible records and the management’s forward-looking adjustment information to determine the provision ratio of allowance for uncollectible accounts. 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.
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Please refer to Note 5(2) for accounting estimates and assumption uncertainty. Please refer to Note 6(8) for details of inventory items.
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 realizable value. The net realizable value of inventory was identified on an item-by-item basis. The Group then applied the lower of cost or net realizable value method for recognizing loss on decline in market value.
As management’s judgement on net realizable value of inventory is relatively subjective
and the valuation amount is material to the financial statements, therefore, we indicated that the assessment of allowance for valuation of inventory as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
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Obtained an understanding of the policy applied to the assessment of allowance for valuation of inventory loss. Assessed whether the allowance recognition policy is applied.
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Obtained net realizable value report for inventory items and verified the systematic logic applied to the calculation. First, tested the assumptions such as: sources of sales or purchases data and relevant supporting estimation documents. Second, recalculated net realizable value item-by-item, then applied the lower of cost or net realizable value method for valuation and examined whether reasonable allowance was recognized.
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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 recognition of allowance.
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 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 recognized in accordance with the percentage of achievement of the rebate contract terms.
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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 internal controls 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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For the purchase rebates which have been recognized as of the balance sheet date but not yet confirmed by vendors, in addition to performing sampling and testing of evidence regarding confirmed credit notes or other supporting documents, examined whether there exists any incidents of additional significant rebates occurring after balance sheet date that should have been recognized in the books of accounts as of balance sheet date.
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For the purchase rebates which have been recognized but not yet confirmed by suppliers after balance sheet date, performed details sampling regarding estimation of purchase rebates, obtained supporting documents of the sampled products, and recalculated both estimated amount and recognized amount of purchase debates.
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Selected samples of significant outstanding rebate receivable accounts and 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 included in these financial statements, is based solely on the reports of the other auditors. Those subsidiaries’ statements reflect total assets of NT$272 thousand and NT$11,586 thousand, constituting 0% and 0% of the consolidated total assets as of December 31, 2024 and 2023, 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 of certain investments accounted for using equity method were audited by other auditors whose reports thereon have been furnished to us. For the years ended December 31, 2024 and 2023, the recognized net profit of investments accounted for using equity method was NT$1,378,447 thousand and NT$1,281,817 thousand, respectively, constituting 14% and 16% of the consolidated net profits, respectively; the recognized comprehensive income of investments accounted for using equity method was NT$1,506,748 thousand and NT$931,148 thousand, respectively, constituting 9% and 16% of the consolidated comprehensive income, respectively. As of
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December 31, 2024 and 2023, the balance of related investments was NT$9,141,373 thousand and NT$7,826,078 thousand, respectively, constituting 4% and 4% of the consolidated total assets, respectively.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified 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, 2024 and 2023.
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 orr 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 judgement and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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
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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.
Huang, Shih-Chun
[Liang Yi Chang ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2025
------------------------------------------------------------------------------------------------------------------------------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.
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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) 6(4) and 8 6(5) 6(5) and 8 6(5) and 7(2) 6(7) and 7(2) 6(8) and 8 6(2) 6(3) 6(4) and 8 6(9) 6(10) and 8 6(11) 6(13) 6(14) 6(15) |
December 31, 2024 AMOUNT % $ 25,817,640 12 3,570,081 2 18,415,381 8 3,447,675 2 5,202,468 2 71,899,683 32 546,153 - 5,399,500 2 337,413 - 47,683,759 21 3,145,203 1 185,464,956 82 27,596 - 7,683,683 4 802,040 - 10,744,545 5 14,469,514 7 915,271 - 941,056 - 652,861 - 1,231,958 1 2,033,825 1 39,502,349 18 $ 224,967,305 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 25,817,640 3,570,081 18,415,381 3,447,675 5,202,468 71,899,683 546,153 5,399,500 337,413 47,683,759 3,145,203 185,464,956 27,596 7,683,683 802,040 10,744,545 14,469,514 915,271 941,056 652,861 1,231,958 2,033,825 39,502,349 $ 224,967,305 |
AMOUNT $ 11,156,269 603,939 22,207,018 - 5,499,794 73,497,234 816,249 6,264,555 212,509 53,143,236 7,282,154 180,682,957 - 7,077,564 803,361 9,456,422 10,440,594 1,186,510 935,040 651,330 1,310,583 1,695,960 33,557,364 $ 214,240,321 |
% | ||
| 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 1510 Non-current financial assets at fair value through profit or loss 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 |
5 - 10 - 3 34 - 3 - 25 4 |
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| 84 | ||||
| - 3 - 4 5 1 1 - 1 1 |
||||
| 16 | ||||
| 100 |
(Continued)
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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2024 December31,2023 Notes AMOUNT % AMOUNT % 6(16) $ 58,755,355 26 $ 51,973,423 24 6(17) 7,600,000 4 7,530,000 3 6(2) 846 - 426 - 467,296 - 587,007 - 7(2) 38,935,074 18 35,373,766 17 6(18) and 7(2) 7,360,653 3 7,884,081 4 515,697 - 1,231,591 1 84,809 - 182,073 - 6(20) - - 1,500,000 1 6(19) 2,863,473 1 4,532,833 2 116,583,203 52 110,795,200 52 6(20) 20,950,000 9 21,370,000 10 6(33) 6,864,182 3 6,795,990 3 209,746 - 389,107 - 6(21) 335,968 - 391,322 - 28,359,896 12 28,946,419 13 144,943,099 64 139,741,619 65 6(22) 16,679,470 7 16,679,470 8 6(23) 13,484,016 6 13,529,272 6 6(24) 13,637,791 6 12,946,469 6 7,886,325 4 6,038,409 3 32,210,148 14 30,506,999 14 6(25) ( 6,810,603 ) ( 3 ) ( 7,886,325) ( 3) 77,087,147 34 71,814,294 34 2,937,059 2 2,684,408 1 80,024,206 36 74,498,702 35 9 11 $ 224,967,305 100 $ 214,240,321 100 |
December31,2023 | December31,2023 |
|---|---|---|---|
| % | |||
| 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 2320 Long-term liabilities, current portion 2399 Other current liabilities, others 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 |
24 3 - - 17 4 1 - 1 2 |
||
| 52 | |||
| 10 3 - - |
|||
| 13 | |||
| 65 | |||
| 34 | |||
| 1 | |||
| 35 | |||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
- 20 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Year | ended | December 31 | December 31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | |||||
| 4000 | Operating revenue | 6(26) and 7(2) | $ | 426,009,116 | 100 | $ | 395,990,829 | 100 | ||
| 5000 | Operating costs | 6(8)(31) and 7(2) | ( | 407,361,452 ) ( | 96) | ( | 378,391,906) ( | 96) | ||
| 5950 | Net operating margin | 18,647,664 | 4 | 17,598,923 | 4 | |||||
| Operating expenses | 6(31) | |||||||||
| 6100 | Selling expenses | ( | 7,048,692 ) ( | 2) | ( | 7,276,240) ( | 2) | |||
| 6200 | General and administrative expenses | ( | 1,117,616 ) | - | ( | 1,149,757) | - | |||
| 6450 | Impairment loss (impairment gain and | 12(2) | ||||||||
| reversal of impairment loss) | ||||||||||
| determined in accordance with IFRS 9 | ( | 458,788 ) | - | ( | 538,612) | - | ||||
| 6000 | Total operating expenses | ( | 8,625,096 ) ( | 2) | ( | 8,964,609) ( | 2) | |||
| 6900 | Operating profit | 10,022,568 | 2 | 8,634,314 | 2 | |||||
| Non-operating income and expenses | ||||||||||
| 7100 | Interest income | 6(27) | 1,195,874 | - | 817,777 | - | ||||
| 7010 | Other income | 6(28) and 7(2) | 1,261,608 | - | 1,333,029 | - | ||||
| 7020 | Other gains and losses | 6(29) | 202,655 | - | 193,953 | - | ||||
| 7050 | Finance costs | 6(30) | ( | 1,998,564 ) | - | ( | 2,027,553) | - | ||
| 7060 | Share of profit of associates and joint | 6(9) | ||||||||
| ventures accounted for using equity | ||||||||||
| method | 1,669,915 | 1 | 1,565,228 | 1 | ||||||
| 7000 | Total non-operating income and | |||||||||
| expenses | 2,331,488 | 1 | 1,882,434 | 1 | ||||||
| 7900 | Profit before income tax | 12,354,056 | 3 | 10,516,748 | 3 | |||||
| 7950 | Income tax expense | 6(33) | ( | 2,424,590 ) | - | ( | 2,635,905) ( | 1) | ||
| 8200 | Profit for the year | $ | 9,929,466 | 3 | $ | 7,880,843 | 2 |
(Continued)
- 21 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 6(9)(25) 6(33) 6(9) 6(34) 6(34) |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|---|
| 2024 | 2023 | ||
| 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 that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) 8500 Total comprehensive income for the year Profit, attributable to: 8610 Owners of parent 8620 Non-controlling interest Profit for the year Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interest Comprehensive income for the year Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
|||
| $ |
The accompanying notes are an integral part of these consolidated financial statements.
- 22 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2023 Balance at January 1, 2023 Profit Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2022 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Capital surplus transferred from unclaimed dividends Disposal of equity instruments at fair value through other comprehensive income by the subsidiary Cash dividends declared by the subsidiary Balance at December 31, 2023 Year ended December 31, 2024 Balance at January 1, 2024 Profit Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2023 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Capital surplus transferred from unclaimed dividends Cash dividends declared by the subsidiary Balance at December 31, 2024 |
Notes |
Equity attributable to |
Equity attributable to |
Equity attributable to |
Equity attributable to |
owners of the parent |
owners of the parent |
owners of the parent |
owners of the parent |
owners of the parent |
Non-controllinginterest |
Non-controllinginterest |
Total equity |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Share capital -common stock |
Capital surplus |
Retained earnings |
Other equity interest |
Total |
|||||||||||||||||
Legal reserve |
Special reserve |
Unappropriatedretainedearnings |
Financialstatementstranslationdifferences offoreignoperations |
a |
Unrealisedgains (losses)from financialssets measuredat fair valuethrough othercomprehensiveincome |
||||||||||||||||
| 6(25) 6(24) 6(23) 6(23) 6(25) 6(24) 6(23) 6(23) |
$16,679,470 - - - - - - - - - - $16,679,470 $16,679,470 - - - - - - - - - $16,679,470 |
$13,505,904 - - - - - - 23,154 214 - - $13,529,272 $13,529,272 - - - - - - ( 45,388 ) 132 - $13,484,016 |
$11,368,673 - - - 1,577,796 - - - - - - $12,946,469 $12,946,469 - - - 691,322 - - - - - $13,637,791 |
$ 8,247,113 - - - - ( 2,208,704 ) - - - - - $ 6,038,409 $ 6,038,409 - - - - 1,847,916 - - - - $ 7,886,325 |
$28,800,686 7,289,295 1,203 7,290,498 ( 1,577,796 ) 2,208,704 ( 5,837,814 ) 3,380 - ( 380,659 ) - $30,506,999 $30,506,999 9,212,504 35,251 9,247,755 ( 691,322 ) ( 1,847,916 ) ( 5,003,841 ) ( 1,527 ) - - $32,210,148 |
($ 5,467,061 ) - ( 1,285,315 ) ( 1,285,315 ) - - - - - - - ($ 6,752,376 ) ($ 6,752,376 ) - 5,665,274 5,665,274 - - - - - - ($ 1,087,102 ) |
($ 571,348 ) - ( 943,260 ) ( 943,260 ) - - - - - 380,659 - ($ 1,133,949 ) ($ 1,133,949 ) - ( 4,589,552 ) ( 4,589,552 ) - - - - - - ($ 5,723,501 ) |
$72,563,437 7,289,295 ( 2,227,372 ) 5,061,923 - - ( 5,837,814 ) 26,534 214 - - $71,814,294 $71,814,294 9,212,504 1,110,973 10,323,477 - - ( 5,003,841 ) ( 46,915 ) 132 - $77,087,147 |
$ 2,367,597 591,548 25,003 616,551 - - - - - - ( 299,740 ) $ 2,684,408 $ 2,684,408 716,962 ( 59,811 ) 657,151 - - - - - ( 404,500 ) $ 2,937,059 |
$74,931,034 7,880,843 ( 2,202,369 ) 5,678,474 - - ( 5,837,814 ) 26,534 214 - ( 299,740 ) $74,498,702 $74,498,702 9,929,466 1,051,162 10,980,628 - - ( 5,003,841 ) ( 46,915 ) 132 ( 404,500 ) $80,024,206 |
The accompanying notes are an integral part of these consolidated financial statements.
- 23 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollarsz
| 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 (Gain on reversal of decline) loss on decline in market value Interest expense Interest income Dividend income Share of profit of associates accounted for under equity method (Loss) gain on disposal of property, plant and equipment and investment property Gain on disposal of investments 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 inflow generated from operations Dividends received from investments accounted for under equity method Interest paid Interest received Dividends received Income taxes paid Net cash flows from operating activities |
Year ended December 31 Notes 2024 2023 $ 12,354,056 $ 10,516,748 6(31) 354,432 308,713 6(31) 213,891 276,577 6(31) 32,403 33,202 6(31) 46,945 53,973 12(2) 458,788 538,612 6(29) ( 117,493 ) ( 2,075 ) 6(8) ( 451,084 ) 93,959 6(30) 1,998,564 2,027,553 6(27) ( 1,195,874 ) ( 817,777 ) 6(28) ( 561,389 ) ( 536,561 ) 6(9) ( 1,669,915 ) ( 1,565,228 ) 6(29) ( 13,232 ) ( 629 ) 6(29) - ( 7,086 ) 6(11)(29) ( 9,376 ) ( 1,465 ) 2,115,432 ( 663,436 ) 865,055 970,225 5,910,561 4,062,258 4,136,951 ( 968,504 ) 383,337 ( 401,256 ) ( 7,836 ) ( 32,174 ) 3,441,597 4,097,161 ( 724,708 ) 272,933 ( 1,669,360 ) 301,061 ( 36,650 ) 1,214 25,855,095 18,557,998 7(2) 928,208 972,695 ( 1,998,564 ) ( 2,027,553 ) 1,195,874 817,777 561,389 536,561 ( 3,127,054 ) ( 2,744,445 ) 23,414,948 16,113,033 |
|---|---|
(Continued)
- 24 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollarsz
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at fair value through profit or loss Proceeds from gain on non-current financial assets at fair value through other comprehensive income Proceeds from disposal of non-current financial assets at fair value through other comprehensive income 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 within three months to a year Decrease in time deposits maturing within three months to a year Increase in restricted time deposits Decrease in restricted time deposits Increase in refundable deposits Decrease in refundable deposits (Increase) decrease in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Increase in short-term notes and bills payable Increase in long-term borrowings Decrease in long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Payments of lease liabilities Cash dividends paid Cash dividends paid by subsidiaries to non-controlling interests Net cash flows used in 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 |
Year ended December 31 Notes 2024 2023 ( $ 2,764,060 ) ( $ 355,146 ) ( 110,918 ) - - 1,189,856 6(36) ( 4,237,701 ) ( 1,036,173 ) 50,305 35,720 6(13) ( 3,057 ) ( 6,955 ) 6(14) ( 14,390 ) ( 14,419 ) ( 3,447,675 ) ( 61,088 ) - 62,138 ( 322 ) ( 69 ) 1,644 68,520 ( 4,567 ) ( 59,783 ) 20,601 61,249 ( 12,842 ) 8,129 ( 10,522,982 ) ( 108,021 ) 6(35) 6,781,932 ( 21,340,661 ) 6(35) 70,000 2,670,000 6(35) 11,900,000 32,790,000 6(35) ( 13,820,000 ) ( 25,820,000 ) 6(35) 967,337 264,195 6(35) ( 983,148 ) ( 256,028 ) 6(35) ( 124,500 ) ( 180,369 ) 6(35) ( 5,003,841 ) ( 5,837,814 ) 6(35) ( 404,500 ) ( 299,740 ) ( 616,720 ) ( 18,010,417 ) 2,386,125 ( 1,320,611 ) 14,661,371 ( 3,326,016 ) 11,156,269 14,482,285 $ 25,817,640 $ 11,156,269 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
- 25 -
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR24000461
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, 2024 and 2023, 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 material 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, 2024 and 2023, 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 Financial Statement Audit and Attestation Engagements of 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 judgement, were of most significance in our audit of the Company’s 2024 parent company only financial statements. 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, 2024 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
- 26 -
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 forecastability information to assess the default possibility of uncollectible accounts.
As management’s judgement on 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 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 provision.
-
For accounts assessed as a group, considered historical uncollectibility records and the management’s forecastability adjustment information to determine the provision ratio of allowance for uncollectible accounts. 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(8) for details of inventory items.
For the purpose of meeting diverse customer needs, the Company applied multi-brand and multiproduct strategy. However, due to rapid changes in technology, the short life cycle of electronic products, and the price highly affected by market fluctuation, there is a high risk of incurring inventory valuation losses. The Company’s inventory policy on inventory valuation is based on the lower of cost or net realisable value. The net relisable value of inventory was identified on an itemby-item basis. The Company then applied the lower of cost or net realisable value method for recognizing loss on decline in market value.
As management’s judgement on 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.
- 27 -
How our audit addressed the matter
We performed the following audit procedures in relation to the key audit matter:
-
Obtained an understanding of the policy applied to the assessment of allowance for valuation of inventory loss. Assessed whether the allowance recognition policy is applied.
-
Obtained net realisable value report for inventory items and verified that a systematic logic 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 recognition of allowance.
Assessment of purchase rebate
Description
Please refer to Note 4(13) for accounting policies adopted for the recognition of purchase rebate. Please refer to Note 5(2) for critical accounting estimates and assumptions applied in the accounting policy for the recognition of purchase rebate.
The Company engages in various purchase contracts for different items with different suppliers. There are various types of rebate programs including incentives for certain purchase volume from vendors, purchase discounts and allowances, participations in special purchase promotions, and subsidies for marketing. The Company estimates rebates that shall be recognized 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 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.
-
For the purchase rebates which have been recognized as of the balance sheet date but not yet confirmed by vendors, in addition to performing sampling and testing of evidence regarding confirmed credit notes or other supporting documents, examined whether there exists any incidents of additional significant rebates occuring after balance sheet date that should have been recognized in the books of accounts as of balance sheet date.
-
For the purchase rebates which have been recognized but not yet confirmed by suppliers after balance sheet date, performed details sampling regarding estimation of purchase rebates, obtained supporting documents of the sampled products, and recalculated both estimated amount and recognized amount of purchase debates.
-
Selected samples of significant outstanding rebate receivable accounts and tested subsequent collections after the balance sheet date.
-
28 -
Other matter – Reference to report of other independent auditors
We did not audit the financial statements of certain investments accounted for using equity method which were included in the parent company’s individual 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 amounts and the investments accounted for using equity method is based solely on the reports of the other auditors.
As of December 31, 2024 and 2023, the balance of investments accounted for using equity method of certain subsidiaries was NT$9,522,059 thousand and NT$8,224,154 thousand, respectively, constituting 5% and 5% of the parent company only total assets, respectively. For the years ended December 31, 2024 and 2023, the recognised net profit of investments accounted for using equity method was NT$1,378,804 thousand and NT$1,303,847 thousand, respectively, constituting 15% and 18% of the parent company only net profits, respectively; for the years ended December 31, 2024 and 2023, the recognised comprehensive income of investments accounted for using equity method was NT$1,507,105 thousand and NT$953,178 thousand, respectively, constituting 15% and 19% 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 judgement and professional skepticism throughout the audit. We also:
-
29 -
-
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.
- 30 -
Huang, Shih-Chun
[Liang Yi Chang ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 12, 2025
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.
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
- 31 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(5) 6(5) 6(5) and 7(2) 6(7) 7(2) 6(8) 6(3) 6(4) and 8 6(9) 6(10) 6(30) 6(5) |
December 31, 2024 AMOUNT % $ 490,205 - 127,156 - 81,804 - 6,075,507 4 197,645 - 1,707,109 1 14,999,792 8 3,349,391 2 123,127 - 27,151,736 15 7,002,018 4 787,770 - 144,230,905 78 6,051,961 3 32,800 - 42,593 - 30,426 - 158,178,473 85 $ 185,330,209 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 731,184 154,893 118,641 7,987,761 277,133 3,743,869 6,741,107 8,345,607 113,726 28,213,921 6,724,730 787,705 134,488,698 3,554,348 44,228 76,103 28,998 145,704,810 $ 173,918,731 |
% | |||
| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 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 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
- - - 5 - 2 4 5 - |
|||
| 16 | ||||
| 4 1 77 2 - - - |
||||
| 84 | ||||
| 100 |
(Continued)
- 32 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2024 December 31, 2023 Notes AMOUNT % AMOUNT % 6(13) $ 50,540,000 27 $ 43,970,000 25 6(14) 7,600,000 4 6,680,000 4 20 - 193,805 - 19,316,319 10 14,553,985 9 7(2) 54,836 - 223,091 - 6(15) 1,978,302 1 2,206,324 1 7(2) 942,392 1 3,759,583 2 6(30) 183,097 - 724,296 1 6(17) - - 1,500,000 1 6(16) 261,655 - 467,686 - 80,876,621 43 74,278,770 43 6(17) 20,950,000 11 21,370,000 12 6(30) 6,318,709 4 6,318,709 4 6(18) 97,732 - 136,958 - 27,366,441 15 27,825,667 16 108,243,062 58 102,104,437 59 6(19) 16,679,470 9 16,679,470 10 6(20) 13,484,016 7 13,529,272 8 6(21) 13,637,791 7 12,946,469 7 7,886,325 4 6,038,409 3 32,210,148 18 30,506,999 18 6(22) ( 6,810,603 ) ( 3 ) ( 7,886,325) ( 5) 77,087,147 42 71,814,294 41 9 11 $ 185,330,209 100 $ 173,918,731 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|
| % | |||
| 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 2320 Long-term liabilities, current portion 2399 Other current liabilities, others 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax 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 |
25 4 - 9 - 1 2 1 1 - |
||
| 43 | |||
| 12 4 - |
|||
| 16 | |||
| 59 | |||
| 41 | |||
| 100 |
The accompanying notes are an integral part of these parent company only financial statements.
- 33 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes 6(23) and 7(2) 6(8) and 7(2) 6(28)(29) and 7(2) 12(2) 6(24) and 7(2) 6(25) and 7(2) 6(26) 6(27) 6(9) 6(30) 6(18) 6(3) 6(30) 6(22) 6(31) 6(31) |
YearendedDe | cember31 | % 100 ( 96) 4 ( 2) ( 1) - ( 3) 1 - 3 1 ( 2) 11 13 14 ( 2) 12 - 2 ( 4) - ( 2) ( 1) ( 1) ( 2) ( 4) 8 4.37 4.37 |
|
|---|---|---|---|---|---|
| 2024 | % 100 ( 96) 4 ( 2) ( 1) - ( 3) 1 - 4 - ( 3) 17 18 19 ( 1) 18 - - ( 9) - ( 9) 11 - 11 2 20 5.52 5.52 |
2023 | |||
| AMOUNT $ 52,828,451 ( 50,770,262) 2,058,189 ( 986,990 ) ( 712,989 ) 4,513 ( 1,695,466) 362,723 16,150 2,073,386 65,191 ( 1,433,494 ) 8,644,009 9,365,242 9,727,965 ( 515,461) $ 9,212,504 $ 35,461 168,944 ( 4,751,614 ) ( 7,092) ( 4,554,301) 5,546,827 118,447 5,665,274 $ 1,110,973 $ 10,323,477 $ |
AMOUNT $ 60,226,061 ( 57,769,828) 2,456,233 ( 1,115,255) ( 773,436) 2,093 ( 1,886,598) 569,635 24,197 1,969,441 296,982 ( 1,264,159) 6,628,981 7,655,442 8,225,077 ( 935,782) $ 7,289,295 $ 3,401 1,258,478 ( 2,203,256) ( 680) ( 942,057) ( 939,754) ( 345,561) ( 1,285,315) ( $ 2,227,372) $ 5,061,923 $ |
||||
| 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 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 Diluted earnings per share 9850 Diluted earnings per share |
|||||
| $ | $ |
The accompanying notes are an integral part of these parent company only financial statements.
- 34 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2023 Balance at January 1, 2023 Profit Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2022 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Capital surplus transferred from unclaimed dividends Disposal of equity instruments at fair value through other comprehensive income by the subsidiary Balance at December 31, 2023 Year ended December 31, 2024 Balance at January 1, 2024 Profit Other comprehensive income (loss) Total comprehensive income Appropriations of 2023 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Capital surplus transferred from unclaimed dividends Balance at December 31, 2024 |
Notes |
Share capital -common stock |
Capital surplus,additional paid-incapital |
Retained earnings |
Other equity interest |
Other equity interest |
Total equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Legal reserve |
Special reserve |
Unappropriatedretained earnings |
Financialstatementstranslationdifferences offoreign operations |
Unrealised gains(losses) fromfinancial assetsmeasured at fairvalue through othercomprehensiveincome |
||||||||||
| 6(22) 6(21) 6(20) 6(20) 6(20) 6(22) 6(21) 6(20) 6(20) |
$ 16,679,470 - - - - - - - - - $ 16,679,470 $ 16,679,470 - - - - - - - - $ 16,679,470 |
$ 13,505,904 - - - - - - 23,154 214 - $ 13,529,272 $ 13,529,272 - - - - - - ( 45,388 ) 132 $ 13,484,016 |
$ 11,368,673 - - - 1,577,796 - - - - - $ 12,946,469 $ 12,946,469 - - - 691,322 - - - - $ 13,637,791 |
$ 8,247,113 - - - - ( 2,208,704 ) - - - - $ 6,038,409 $ 6,038,409 - - - - 1,847,916 - - - $ 7,886,325 |
$ 28,800,686 7,289,295 1,203 7,290,498 ( 1,577,796 ) 2,208,704 ( 5,837,814 ) 3,380 - ( 380,659 ) $ 30,506,999 $ 30,506,999 9,212,504 35,251 9,247,755 ( 691,322 ) ( 1,847,916 ) ( 5,003,841 ) ( 1,527 ) - $ 32,210,148 |
($ 5,467,061 ) - ( 1,285,315 ) ( 1,285,315 ) - - - - - - ($ 6,752,376 ) ($ 6,752,376 ) - 5,665,274 5,665,274 - - - - - ($ 1,087,102 ) |
($ 571,348 ) - ( 943,260 ) ( 943,260 ) - - - - - 380,659 ($ 1,133,949 ) ($ 1,133,949 ) - ( 4,589,552 ) ( 4,589,552 ) - - - - - ($ 5,723,501 ) |
$ 72,563,437 7,289,295 ( 2,227,372 ) 5,061,923 - - ( 5,837,814 ) 26,534 214 - $ 71,814,294 $ 71,814,294 9,212,504 1,110,973 10,323,477 - - ( 5,003,841 ) ( 46,915 ) 132 $ 77,087,147 |
The accompanying notes are an integral part of these parent company only financial statements.
- 35 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023
(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 (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 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 Notes and accounts payable Other payables Other current liabilities Accrued pension liabilities Cash 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 from operating activities |
Year ended December 31 Notes 2024 2023 $ 9,727,965 $ 8,225,077 6(28) 50,599 45,138 6(28) - 48,872 6(28) 22,983 39,063 12(2) ( 4,513 ) ( 2,093 ) 6(26) 27,737 ( 46,160 ) 6(8) ( 17,357 ) ( 11,724 ) 6(27) 1,433,494 1,264,159 6(24) ( 16,150 ) ( 24,197 ) 6(25) ( 222,049 ) ( 228,870 ) 6(9) ( 8,644,009 ) ( 6,628,981 ) 6(26) ( 18,733 ) ( 2,935 ) 2,032,410 835,657 5,013,573 ( 2,524,191 ) ( 6,223,293 ) ( 9,333,961 ) ( 9,401 ) 11,359 767 855 4,400,294 11,002,527 ( 399,252 ) 1,202,972 ( 206,031 ) 81,942 ( 728) ( 6,011) 6,948,306 3,948,498 1,311,534 1,359,910 ( 1,433,494 ) ( 1,264,159 ) 16,150 24,197 222,049 228,870 ( 1,030,243) ( 607,383) 6,034,302 3,689,933 |
|---|---|
(Continued)
The accompanying notes are an integral part of these parent company only financial statements.
- 36 -
SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from gain on non-current financial assets at fair value through other comprehensive income Decrease (increase) in other receivables due from related parties Decrease in time deposits maturing over three months (Increase) decrease 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 investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuing shares by subsidiaries for using equity method Increase in short-term borrowings Increase in short-term notes and bills payable Increase in long-term borrowings Decrease in long-term borrowings Increase in guarantee deposits received 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 (used in) from financing activities Effect of exchange rate changes Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2024 2023 ( $ 108,344 ) $ - 7(2) 1,368 ( 74,123 ) - 1,050 ( 65 ) 14,451 6(32) ( 1,403,052 ) ( 11,963,644 ) 6(10) ( 2,365,044 ) ( 71,590 ) 37,469 5,329 ( 10,655 ) ( 11,776 ) 492 ( 301 ) ( 3,397 ) ( 6,404 ) ( 3,851,228 ) ( 12,107,008 ) 7(2) ( 149,000 ) ( 99,000 ) 6(33) 6,570,000 3,690,000 6(33) 920,000 2,650,000 6(33) 1,100,000 32,790,000 6(33) ( 3,020,000 ) ( 25,820,000 ) 6(33) 2,004 6,571 6(33) ( 5,040 ) ( 1,510 ) 7(2) ( 2,847,241 ) 1,112,924 6(33) - ( 49,199 ) 6(33) ( 5,003,841 ) ( 5,837,814 ) ( 2,433,118 ) 8,441,972 9,065 ( 4,891 ) ( 240,979 ) 20,006 731,184 711,178 $ 490,205$ 731,184 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
- 37 -
Attachment 4
Synnex Technology International Corp. 2024 Annual Surplus Distribution
| Unit: NT$ | |
|---|---|
| (I) Unappropriated retained earnings at the beginning of period (II) Add: Net Income of 2024 Add: Adjustment in 2024 retained earnings Minus: Legal Reserve (10%) Add: Special reserve Earnings in 2024 available for distribution Retained earnings available for distribution as of December 31, 2024 (III) Distributable Items: Cash Dividends (NT$4.0 per share) Total Distributions (IV) Unappropriated retained earnings at the end of theperiod |
22,963,920,287 9,212,504,183 33,723,843 ( 924,622,803) 1,075,721,610 |
| 9,397,326,833 | |
| 32,361,247,120 | |
| (6,671,787,872) | |
| (6,671,787,872) | |
| 25,689,459,248 |
- 38 -
Attachment 5
Synnex Technology International Corp. Comparison Table of Amended Clauses of Articles of Incorporation
Reasons for Amended provisions Before amendment amendment Article 38 Article 38 Amended in In order to provide incentive to employees In order to provide incentive to employees accordance with actual and the management team, the Company's and the management team, the Company's requirements net income before tax before deducting net income before tax before deducting of the remuneration to employees and Directors remuneration to employees and Directors and Company. and after making up for losses in the current after making up for losses in the current fiscal fiscal year should be applied to pay year should be applied to pay remuneration to remuneration to employees in an amount not employees in an amount not exceeding 10% exceeding 10% and not less than 0.01% of the and not less than 0.01% of the balance, and to balance (with at least 1% allocated as Directors for an amount not more than 1% of compensation distributions for non- the balance. Employee remuneration may be executive employees) , and to Directors for distributed in stock or cash and director an amount not more than 1% of the balance. remuneration may be distributed in cash Employee remuneration may be distributed subject to a resolution adopted by a majority in stock or cash and director remuneration vote at a meeting of the board of directors may be distributed in cash subject to a attended by two-thirds of the total number of resolution adopted by a majority vote at a directors. meeting of the board of directors attended by two-thirds of the total number of directors.
Employee remuneration may be distributed Employee remuneration may be distributed in stock; remuneration may also be in stock; remuneration may also be distributed for employees of controlled or distributed for employees of controlled or affiliated companies that meet the criteria. affiliated companies that meet the criteria. The chairman of the board is authorized to The chairman of the board is authorized to set such criteria. set such criteria.
- 39 -
Amended provisions Before amendment Article 41 Article 41 The Articles of Incorporation were drafted The Articles of Incorporation were drafted and agreed upon by all founders on and agreed upon by all founders on September 1, 1988. It officially takes effect September 1, 1988. It officially takes effect after the approval of the competent after the approval of the competent authority; the same applies to any authority; the same applies to any amendments. The 1st amendment was made amendments. The 1st amendment was on September 27, 1990. The 2nd amendment made on September 27, 1990. The 2nd was made on June 18, 1991. The 3rd amendment was made on June 18, 1991. amendment was made on April 6, 1992. The The 3rd amendment was made on April 6, 4th amendment was made on March 18, 1992. The 4th amendment was made on 1993. The 5th amendment was made on March 18, 1993. The 5th amendment was October 22, 1993. The 6th amendment was made on October 22, 1993. The 6th made on May 11, 1994. The 7th amendment amendment was made on May 11, 1994. was made on May 20, 1995. The 8th The 7th amendment was made on May 20, amendment was made on March 28, 1996. 1995. The 8th amendment was made on The 9th amendment was made on April 18, March 28, 1996. The 9th amendment was 1997. The 10th amendment was made on made on April 18, 1997. The 10th April 18, 1997. The 11th amendment was amendment was made on April 18, 1997. made on May 13, 1998. The 12th amendment The 11th amendment was made on May 13, was made on May 7, 1999. The 13th 1998. The 12th amendment was made on amendment was made on May 2, 2000. The May 7, 1999. The 13th amendment was 14th amendment was made on May 11, made on May 2, 2000. The 14th amendment 2001. The 15th amendment was made on was made on May 11, 2001. The 15th May 21, 2002. The 16th amendment was amendment was made on May 21, 2002. made on May 28, 2003. The 17th amendment The 16th amendment was made on May 28, was made on June 10, 2005. The 18th 2003. The 17th amendment was made on amendment was made on June 13, 2007. The June 10, 2005. The 18th amendment was 19th amendment was made on June 11, made on June 13, 2007. The 19th 2008. The 20th amendment was made on amendment was made on June 11, 2008. June 17, 2010. The 21st amendment was The 20th amendment was made on June 17, made on June 10, 2011. The 22nd 2010. The 21st amendment was made on amendment was made on June 13, 2012. The June 10, 2011. The 22nd amendment was 23rd amendment was made on June 11, made on June 13, 2012. The 23rd 2014. The 24th amendment was made on amendment was made on June 11, 2014. June 12, 2015. The 25th amendment was The 24th amendment was made on June 12, made on June 8, 2016. The 26th amendment 2015. The 25th amendment was made on was made on June 7, 2017. The 27th June 8, 2016. The 26th amendment was amendment was made on June 12, 2018. The made on June 7, 2017. The 27th amendment 28th amendment was made on June 6, 2019. was made on June 12, 2018. The 28th The 29th amendment was made on June 12, amendment was made on June 6, 2019. The 2020. The 30th amendment was made on 29th amendment was made on June 12, May 30, 2022. The 31th amendment was 2020. The 30th amendment was made on made on May 31, 2024. The 32th May 30, 2022. The 31th amendment was amendment was made on May 29, 2025. made on May 31, 2024
Reasons for amendment Added number of amendments and amendment dates.
- 40 -
Appendix 1
Synnex Technology International Corp. Articles of Incorporation
Section 1 General Principles
-
Article 1 The Company has been incorporated in accordance with the provisions of the Company Act of the Republic of China. The Chinese name of the Company is “Lian Qiang International Corporation.” The English name of the Company is “Synnex Technology International Corporation.”
-
Article 2 The Company's scope of business is as follows:
-
I. F113050 Wholesale of Computing and Business Machinery Equipment.
-
II. F118010 Wholesale of Computer Software.
-
III. F113070 Wholesale of Telecom Instruments.
-
IV. F119010 Wholesale of Electronic Materials.
-
V. F113110 Wholesale of Batteries.
-
VI. F116010 Wholesale of Photographic Equipment.
-
VII. IE01010 Telecommunications Number Agencies. VIII. CC01110 Computers and Peripheral Equipment Manufacturing.
-
IX. JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops.
-
X. F401021 Import of Controlled Telecommunications Radio-Frequency Devices and Materials.
-
XI. G801010 Warehousing and Storage.
-
XII. F401010 International Trade.
-
XIII. I301010 Software Design Services.
-
XIV. ZZ99999 Apart from the approved business items, the Company is also allowed to operate other business not prohibited or restricted by law.
-
XV. F108031 Wholesale of Medical Equipment.
-
XVI. F208031 Retail sale of Medical Equipment.
-
Article 2-1 The total amount of Company’s investment is not limited to 40% of paid-in capital as provided in Article 13 of the Company Act.
-
Article 3 The Company’s primary place of business is in Taipei City, Republic of China, and may set up branches within or outside the territories of the Republic of China where the Company deems necessary or appropriate for conducting business.
-
Article 4 The Company may provide guarantees as required for its business activities.
Section 2 Capital
-
Article 5 The Company has a total capital of NT$24 billion, divided into 2.4 billion shares (50 million of which are designated for employee stock option certificates), with a par value of NT$10 per share. The board of directors may issue the unissued shares in installments as needed,
-
41 -
part of which may be preferred stocks. The Taiwan Depository & Clearing Corporation may request that the Bank substitute a share certificate in larger denominations for the share certificates of par value.
-
Article 5-1 The rights and obligations and other important terms of issuance associated with preferred stocks of the Company are as follows:
-
I. The annual dividend rate of preferred stocks is limited to 8%. The dividends shall be calculated based on issue price per share and may be distributed in the form of cash once annually. After the ratification of the financial statements by the annual shareholders' meetings, the board of directors will determine the base date to pay the dividends for the preceding fiscal year. For dividends distributable for the year of issuance and recovery, the dividend shall be calculated based on the actual number of days issued during the year.
-
II. The Company has the right to decide dividend distribution on preferred stocks, if any, at its sole discretion. If there are no surplus earnings, the surplus earnings are not enough for distributing dividends of the preferred stocks in whole or in part after the final account, or due to any other consideration, the Company may, by the approval of the shareholders' meeting, decide not to distribute dividends for preferred stocks, which shall not constitute a breach of contract. Should the preferred stocks be non-cumulative preferred stock, the undistributed or insufficiently distributed dividends shall not be accumulated for solvency in the future.
-
III. Except for receiving dividends as specified in Subparagraph 1 of this Paragraph, shareholders of preferred stocks are not eligible for the dividend entitlements of ordinary stocks, including earnings distribution and capital reserves distributed in cash or being reallocated as capital.
-
IV. In terms of priority for the allocation of the Company's remaining assets, the shareholders of preferred stocks shall have a higher priority than those of ordinary shares and the same priority with those of the other various preferred stocks issued by this Company and those of preferred stocks all shall be lower than the general creditors, however, the allocation to the shareholders of preferred stocks shall not exceed the value of the currently outstanding preferred stocks at issuance price.
-
V. Shareholders of preferred stocks are not entitled to any voting rights or election rights during shareholders' meetings, however they are entitled to voting rights during shareholders’ meetings for preferred stock shareholders and those involving the rights and obligations of preferred stock shareholders during shareholder’s meetings.
-
VI. Preferred stocks may not be converted to ordinary stocks.
-
VII. Where the preferred stock does not have a maturity date, the shareholders of the preferred stocks may not request that the Company recall the preferred stocks they hold. However the Company may recall all or a portion of the outstanding preferred stocks at any time at the issuance price after five years from issuance. For preferred stocks that have not been recalled, the rights and obligations prescribed in the terms of issuance in the above subparagraphs shall persist. Should the Company resolve to issue dividends, the dividend up until the recovery date shall be calculated based on the actual number of days issued during the year.
-
VIII. The additional paid-in capital from the issuance of preferred stocks shall not be
-
42 -
reallocated as capital during the issuance period of such preferred stocks, unless it is for the purpose of making up losses.
The board of directors is authorized to determine the name, date, and terms of issuance depending on the condition of the capital market and the purchasing intentions of the investors at the time of actual issuance, in compliance with the Company’s Articles of Incorporation and relevant laws and regulations.
-
Article 6 The Company’s stocks shall be signed, sealed, and numbered by the director who is authorized to represent the Company. The stocks shall be issued after proper certification by the competent authority or their authorized agent for stock issuance and registration. When issuing new shares, the Company may print a single certificate to collectively represent all shares in the new issue, but shall then contact the centralized securities depository corporation for safekeeping of the share certificates. When issuing the stocks, the Company may opt not to print any share certificates. The Company should, however, contact a centralized securities depository institute to register the shares.
-
Article 7 The shares of the Company shall all be issued as registered shares and the real name of the shareholder shall be specified on the certificate, where the name registered is the name of a legal person, the real name and address of its shareholders (or) representative shall be recorded in the Company’s shareholders' roster. Where the legal person is jointly owned by two or more shareholders, one of them shall be deemed its representative.
-
Article 8 Any matters relating to the loss or damage of the shares shall be governed by relevant laws and regulations and the Regulations Governing the Administration of Shareholder Services of Public Companies prescribed by the competent authority.
-
Article 9 The Company may collect sufficient printing fees and cost of stamp tax set fees in the event of issuance of a new share certificate due to transfer of ownership or loss or damage of share certificate.
-
Article 10 The Company's shareholders shall submit specimens of their seals to the Company for registration. The specimens shall be used by the Company for purposes of verification when the shareholder wishes to collect dividends or exercise shareholders' rights.
-
Article 11 In the case where the shareholders of the Company apply for affairs related to the shares of the Company such as to reassign or create a pledge of rights, report of loss, inheritance or gifting of shares, report loss or change of seal, change to the residential address, or other exercise of rights, unless otherwise stipulated by the laws and regulations, the matter shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
-
Article 12 Transfers of shares shall not be made in the shareholder register within 60 days before an annual shareholders' meeting, 30 days before an extraordinary shareholders’ meeting, or 5 days before the ex-dividend date or the date set for the distribution of bonuses or other benefits.
-
Article 12-1 Where the Company buys its stocks in accordance with the Company Act, the assignment
-
43 -
subjects may include employees of controlled or affiliated companies that meet the criteria. The employee subscription right of the Company may be granted to employees of controlled or affiliated companies that meet the criteria.
Where the Company issues new shares, the employee purchasing the shares may include employees of controlled or affiliated companies that meet the criteria.
Where the Company issues restricted stock for employees, the qualification requirements of employees may include employees of controlled or affiliated companies that meet the criteria.
For employees of controlled or affiliated companies that meet the criteria as referred to in this provision, the chairman of the board is authorized to set such criteria.
Section 3 Shareholders' Meetings
Article 13 The Company holds two types of shareholders' meeting, listed in the following:
-
I. Annual shareholders' meeting;
-
II. Extraordinary shareholders meeting.
The annual shareholders' meeting is to be held once every year which shall be convened within six months after the close of each fiscal year.
- An extraordinary shareholders meeting shall be convened when necessary and shall, unless otherwise provided for in the Company Act, be convened by the board of directors. Extraordinary shareholders' meetings may be held whenever necessary, and are subject to compliance with relevant laws.
A shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
-
Article 14 The convention of a shareholders' meeting must be communicated to shareholders at least 30 days before an annual shareholders' meeting and 15 days before an extraordinary shareholders' meeting. Date, venue, and agenda items must be explained in detail in the meeting notices and announcements.
-
Article 15 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total voting rights.
Article 16 (Deletion)
-
Article 17 Shareholders of the Company are entitled to one vote for every share held. However, preferred stocks without voting rights issued by the Company or the Company holding its own shares in accordance with the laws is not entitled to voting rights.
-
Article 18 If a shareholder is unable to attend the shareholders' meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. Representation by proxy, unless otherwise provided for in the Company Act, shall be governed by the provisions of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies prescribed by the competent authority.
-
44 -
-
Article 19 Shareholders' meeting shall be chaired by the Company's chairman of the board, Where the chairman of the board is absent, one of the directors shall act as chair on his/her behalf in accordance with Article 208 of the Company Act. For a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons convening the shareholders’ meeting, the chairman of the meeting shall be elected from among themselves.
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Article 20 Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the Chairman then disseminated to each shareholder no later than 20 days after the meeting.
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The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept permanently throughout the life of the Company.
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The distribution of minutes of shareholders' meeting as referred to in Paragraph 1 shall be governed by the Company Act.
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The attendance log bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for at least a year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, these documents shall be retained until the conclusion of the litigation.
Section 4 Director
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Article 21 The board of directors of the Company consists of seven to twelve directors. The number of independent directors shall not be fewer than three.
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Any directors’ election of the Company shall be adopt to the system for nomination of candidates in accordance with the provisions of the Company Act, and the shareholders shall elect from among the list of director candidates.
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The election of directors shall be in compliance with Article 198 of the Company Act. Independent and non-independent directors shall be elected at the same time, but the numbers of independent or non-independent directors to be elected shall be calculated separately. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an independent or non-independent director elect.
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Article 21-1 The Company will establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall consist of all the independent directors. The audit committee or the members of the audit committee shall be responsible for executing the authority of the supervisors according to the Company Act, Securities and Exchange Act and other relevant regulations.
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Article 22 Each director's term shall be three years, and directors may be re-elected.
- Article 23 The directors of the Company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The board of directors may resolve to purchase liability insurance for directors of the Company. The remuneration of the directors shall be determined by the board of directors and based on the general standards of the industry. The total number of registered shares of the Company held by all directors shall be set in accordance with the standard stipulated in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.
Article 24 The directors shall appoint one among them to be chairman of the board.
Article 25 The chairman of the board shall represent the Company externally.
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Article 26 Apart from the first meeting of each newly elected board of directors, which shall be convened by the director receiving the most votes, the board of directors’ meeting shall be convened and chaired by the chairman of the board and the convener shall communicate the date and the agenda items to the directors at least 7 days before the meeting. However, meetings can be held at any time in case of emergency, without the aforementioned method of communication. The meeting notices prescribed in the preceding paragraph may be distributed by written document, e-mail, or fax. Board meetings may be held inside or outside of the Republic of China.
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Article 27 Board meetings shall be chaired by the chairman of the board. Where the chairman of the board is absent, one of the directors shall act as chair on his/her behalf in accordance with Article 208 of the Company Act.
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Article 28 Unless otherwise regulated by the law, each director shall have a vote; the quorum for board of directors’ meeting requires the presence of more than half of the total board members; and any resolution shall be passed with more than half of attending directors voting in favor. Where those voting in favor are the same as those voting against a certain item in a board of directors’ meeting, the chairman of the board does not enjoy an extra deciding vote; the same shall apply for shareholders' meeting.
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Article 29 A director may designate other directors as proxy to attend the board of directors’ meetings by written authorization, such proxy may then exercise voting rights on all agenda items of the meeting. One director can represent the presence of only one other director.
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Article 30 The directors shall adopt resolutions in the board of directors’ meeting and exercise their duties.
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Article 31 When a meeting of the Board of Directors is conducted in the form of a video conference meeting, the directors taking part via video conferencing shall be deemed to have attended the meeting in person.
Article 32 (Deletion)
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Article 33 The board of directors shall have one secretary, governing the important documents, contracts, and shares of the board of directors and the Company.
Section 5 Human resource
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Article 34 The Company may appoint managers, the title of which shall be established according the needs of the Company. The appointment and discharge of managers shall be by a majority resolution of the board of directors where over half of the directors is in attendance.
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Article 35 The managers appointed by the Company shall carry out the duties designated by the board of directors; where the board of directors has not made such designation, the manager shall carry out duties designated by the chairman of the board.
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Article 36 The board of directors may appoint other management and designate their duties when necessary.
Section 6 Financial reports
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Article 37 The fiscal year of the Company begins on January 1 every year and ends on December 31 of that year; the board of directors shall prepare the following reports at the end of each fiscal year and submits such reports to the annual shareholders' meeting for acknowledgment:
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I. Business report.
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II. Financial statements.
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III. Proposals for the distribution of surplus earnings or offsetting of losses.
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Article 38 In order to provide incentive to employees and the management team, the Company's net income before tax before deducting remuneration to employees and Directors and after making up for losses in the current fiscal year should be applied to pay remuneration to employees in an amount not exceeding 10% and not less than 0.01% of the balance, and to Directors for an amount not more than 1% of the balance. Employee remuneration may be distributed in stock or cash and director remuneration may be distributed in cash subject to a resolution adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.
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Employee remuneration may be distributed in stock; remuneration may also be distributed for employees of controlled or affiliated companies that meet the criteria. The chairman of the board is authorized to set such criteria.
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Article 38-1 The Company's annual earnings at the end of the accounting year shall be first subject to taxation, reimbursement of previous losses, followed by a 10% provision for statutory earnings reserve and provision or reversal for special reserve by law. If there is profit remaining, may be distributed as dividends of the preferred stocks for the current year and then the board of directors shall prepare a proposal to distribute the balance amount, together with accumulated non-distributed profit. Where dividends are distributed in the form of stocks, the distribution shall be subject to the approval of the shareholders' meeting. Where dividends are distributed in the form of cash, the board
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of directors is authorized to make such distribution by approval of more than half of directors present at a meeting where more than two-thirds of the directors are in attendance, and shall also be reported at the shareholders' meeting.
The Board of Directors shall determine the shareholders' cash dividend ratio with the consideration of the financial structure of the Company, future earnings situation, and business development; however, the cash dividend ratio may not be less than 15% of the total current dividend distributed to shareholders.
- Article 38-2 Where the Company incurred no loss, the board of directors may draft distribution proposals to distribute part or all of the legal reserve and capital surplus specified in Article 241 of the Company Act to shareholders. Where dividends are distributed in the form of stocks, the distribution shall be subject to the approval of the shareholders' meeting. Where dividends are distributed in the form of cash, the board of directors is authorized make such distribution by approval of more than half of the directors present at the meeting, where more than two-thirds of the directors are present, and shall also be reported at the shareholders' meeting.
Section 7 Supplementary Provisions
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Article 39 The internal organization and business operation shall be governed by the resolution of the board of directors.
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Article 40 Any issues not covered under the Articles of Incorporation shall be handled in accordance with the stipulations of the Company Act of the Republic of China.
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Article 41 The Articles of Incorporation were drafted and agreed upon by all founders on September 1, 1988. It officially takes effect after the approval of the competent authority; the same applies to any amendments. The 1st amendment was made on September 27, 1990. The 2nd amendment was made on June 18, 1991. The 3rd amendment was made on April 6, 1992. The 4th amendment was made on March 18, 1993. The 5th amendment was made on October 22, 1993. The 6th amendment was made on May 11, 1994. The 7th amendment was made on May 20, 1995. The 8th amendment was made on March 28, 1996. The 9th amendment was made on April 18, 1997. The 10th amendment was made on April 18, 1997. The 11th amendment was made on May 13, 1998. The 12th amendment was made on May 7, 1999. The 13th amendment was made on May 2, 2000. The 14th amendment was made on May 11, 2001. The 15th amendment was made on May 21, 2002. The 16th amendment was made on May 28, 2003. The 17th amendment was made on June 10, 2005. The 18th amendment was made on June 13, 2007. The 19th amendment was made on June 11, 2008. The 20th amendment was made on June 17, 2010. The 21st amendment was made on June 10, 2011. The 22nd amendment was made on June 13, 2012. The 23rd amendment was made on June 11, 2014. The 24th amendment was made on June 12, 2015. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 7, 2017. The 27th amendment was made on June 12, 2018. The 28th amendment was made on June 6, 2019. The 29th amendment was made on June 12, 2020. The 30th amendment was made on May 30, 2022. The 31th amendment was made on May 31, 2024.
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Appendix 2 Synnex Technology International Corporation
Rules of Procedure for Shareholders Meetings
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Unless otherwise specified by law or Articles of Incorporation, the Company shall proceed with its shareholders' meetings according to the terms of the Rules.
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(Convention and advising of shareholders' meetings)
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Unless otherwise specified by law, shareholders' meetings are convened by the board of directors. When the company convenes a virtual Shareholders’ meeting, unless otherwise specified in the Regulations Governing the Administration of Shareholder Services of Public Companies, it should be stated in the articles of association and approved by the board of directors. The virtual shareholders’ meeting should be approved by the board of directors with more than two-thirds of the directors present and the resolution shall be passed with more than half of the attending directors in agreement.
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 that contains the meeting notice, a proxy form, a detailed description of various agenda items to be ratified or discussed during the meeting, and notes on re-election or dismissal of directors and post it to the Market Observation Post System (MOPS) at least 30 days before an annual shareholders' meeting, or 15 days before an extraordinary shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the annual shareholders' meeting or before 15 days before the date of the extraordinary shareholders' meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the annual shareholders' meeting. Physical copies of the shareholders' meeting procedures manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the Company's premises and at the share administration agency appointed by the Company. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
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I. For physical shareholders' meetings, to be distributed on-site at the meeting.
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II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
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III. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
Agenda items must be explained in detail in the meeting notices and announcements. Subject to agreement by the receiving party, meeting notices may also be delivered electronically. Matters pertaining to the election or discharge of directors, alteration of the Articles of Incorporation, capital reduction, application for the approval of ceasing enterprise status as a public company, approval of competition with the Company by directors, capitalization of profits, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act,
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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, Paragraph IV 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 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.
- 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 meeting commences to withdraw the proxy arrangement. If the withdrawal is made after the prescribed period, then the voting decision exercised by the proxy shall prevail.
If, after a proxy form is delivered to the 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.
- 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 shall not apply when the Company convenes a virtualonly shareholders' meeting.
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(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,
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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 registrations; for virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Shareholders who wish to acquire a proxy form must present proof of identity on-site for verification.
The Company shall furnish the attending Shareholders with an attendance log to sign, or attending Shareholders may hand in a sign-in card in lieu of signing in.
Shareholders who attend the meeting shall be given a copy of the procedures manual, annual report, attendance pass, speech notes, agenda ballots and any information relevant to the meeting. Shareholders shall also be given election ballots where election of directors is to take place.
Where the Shareholders is a government agency or corporate entity, more than one representative may attend the shareholders' meetings on their behalf. Legal person that have been designated as proxy attendants shall only appoint one representative to attend the shareholders' meeting.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
- 5-1. (Convening virtual shareholders' meetings and particulars to be included in shareholders' meeting notice)
To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
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I. How shareholders attend the virtual meeting and exercise their rights.
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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:
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(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.
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(II) Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
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(III) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
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(IV)Actions to be taken if the outcome of all proposals have been announced and extraordinary
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motion has not been carried out.
- III. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.
6. (Meeting chair and participants)
If a shareholders' meetings is convened by the board of directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the Chairman does not appoint an agent, one shall be elected among the directors to act on the Chairman's behalf.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that directorship for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a legal person director that serves as chair.
It is advisable that shareholders’ meetings convened by the board of directors be chaired by the Chairman of the board in person and attended by a majority of the directors (including at least one independent director), chairman of the audit committee, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
For shareholders' meetings convened by any authorized party other than the board of directors, the convener will act as the meeting chair. If there are two or more conveners at the same time, one shall be appointed from among them to chair the meeting.
The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at the shareholders' meeting.
- (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 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.
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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
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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 attending shareholders 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.
9. (Discussion of proposals)
If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Relevant agenda items (including special motions and amendments to the original agendum) shall be voted on respectively. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The preceding paragraph applies mutatis mutandis where the shareholders' meeting is convened by any authorized party other than the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair violates the rules of procedure by dismissing the meeting when it is not allowed to do so, other members of the board shall immediately assist the attending Shareholders to elect another chair with the support of more than half of the voting rights represented and continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or special motions put forward by the Shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and arrange ample voting time.
10. (Shareholders' opinions)
Shareholders who wish to speak during the meeting must produce a speech note detailing the topics and the Shareholder's account number (or the attendance card serial number). The order of Shareholders' comments shall be determined by the chair.
Shareholders who submit a speech note without actually speaking are considered to have remained silent. If the Shareholder's actual comments differ from those stated on the speech note, only the actual comments expressed shall be recorded.
Each shareholder shall speak no more than twice, for five minutes each, on the same agenda item unless otherwise agreed by the chair. The chair may stop Shareholders from speaking if they violate the rules or speak outside the agenda item under discussion.
While a Shareholder is speaking, other Shareholders shall not speak simultaneously or interfere in any way unless allowed by the chair and the person speaking. Any violators shall be restrained by
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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 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.
- (Calculation of voting shares and recusals)
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of Shareholders Meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the Taiwan competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
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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.
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Voting rights shall be exercised electronically or in writing during a shareholders' meeting; The shareholders' meeting notice must explain the methods through which shareholders may exercise voting rights in writing or in electronic form. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholders' meeting in person.
However, the Shareholder will be deemed to have waived his/her rights with respect to the special motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoids the submission of special motions and amendments to original proposals.
Instructions to exercise written and electronic votes must be delivered to the Company at least two days before the shareholders' meeting. In the event where there are duplicate submissions, the earliest submission shall be taken into record. However, exception shall be granted if the Shareholder issues a proper declaration to withdraw the previous vote.
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
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meeting, then the voting decision exercised by the proxy shall prevail.
Unless otherwise regulated by the Company Act or the Articles of Incorporation of the Company, an agenda item is passed when supported by shareholders who represent more than half of the total voting rights in the meeting. At the time of a vote, the Shareholders shall vote on each item separately. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there are any amendments or alternative solutions for the same proposal, the chair shall combine these amendments/alternative solutions with the original proposal and decide their priority for voting. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
The chair will appoint a ballot scrutineer and a ballot counter; the ballot scrutineer must be a Shareholder.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual 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 have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
13. (Election)
Where the shareholders' meeting involves re-election of directors, the election must proceed according to the Company's Election Policy, with outcomes announced immediately on-site, including the names of those elected as directors and the numbers of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the ballot scrutineer and kept in proper custody for at least one year. If, however, a Shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
14. (Meeting minutes.)
Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chair then disseminated to each Shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
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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 convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholders' meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders' meeting online.
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 proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. 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.
16. (Order in the meeting)
Organizers of the shareholders' meeting must wear proper identification or arm bands.
The chair may instruct marshals or security staff to help maintain order in the meeting. While maintaining order in the meeting, all marshals or security staff must wear arm bands or identification which identify their roles as "Marshall."
The chair may stop anyone who attempts to speak using speaker equipment not provided by the Company.
The chair may instruct marshals or security staff to escort Shareholders who continue to violate the meeting rules despite being warned by the chair from the meeting.
17. (Recess and resumption of meeting)
The chair may put the meeting in recess at appropriate times. In the occurrence of force majeure events, the chair may suspend the meeting temporarily and resume at another time. If the shareholders' meeting is unable to conclude all scheduled agenda items (including special motions) before the venue is due to be returned, participants may resolve to continue the meeting at an alternative location.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
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18. (Disclosure of information at virtual meetings)
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
19. (Location of the chair and 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.
20. (Handling of disconnection)
In the event of a virtual shareholders' 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, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the
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Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.
21. (Handling of digital divide)
When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
22. (Date of establishment and amendment)
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.
The 1st amendment was made on May 13, 1998. The 2nd amendment was made on May 21, 2002. The 3rd amendment was made on June 12, 2015. The 4th amendment was made on June 12, 2020. The 5th amendment was made on July 20, 2021. The 6th amendment was on May 30, 2023. The 7th amendment was on May 31, 2024.
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Appendix 3
Total directors' shareholdings
Record Date: 31 March 2025
| Title | Name | Name | No. of shares held on start of share transfer blackout period |
No. of shares held on start of share transfer blackout period |
No. of shares held on start of share transfer blackout period |
Remarks |
|---|---|---|---|---|---|---|
| Type | No. of Shares | % of total outstanding shares |
||||
| Chairman | Miau, Matthew Feng Chiang |
Representative of Mei-Feng Investment Corporation |
Ordinary Shares |
3,283,000 | 0.20% | |
| Director | Chou Teh- Chien |
Representative of MITAC Inc. |
260,521,054 | 15.62% | ||
| Director | Yang Hsiang- Yun |
Representative of Tsu Fung Investment Corp. |
8,217,974 | 0.49% |
||
| Director | Tu Shu-Wu | 36,156,381 | 2.17% | |||
| Director | Tu Shu- Chyuan |
Representative of Hong Ding Investments Corp. |
17,690,053 | 1.06% | ||
| Director | Miau, Scott- Matthew |
Representative of Y.S. Education Foundation |
3,218,250 | 0.19% | ||
| Independent Director |
Hsuan Chien-Shen | 0 | 0.00% | |||
| Independent Director |
Shen Ling-Long | 0 | 0.00% | |||
| Independent Director |
Chung Hui-Min | 0 | 0.00% | |||
| Total | 329,086,712 |
Total number of outstanding shares on 31 March 2025: 1,667,946,968 shares
Note 1: Statutory minimum number of shares to be held by all directors: 40,030,727 shares. 329,086,712 shares held as of 31 March 2025.
Note 2: The Company has an audit committee. Thus minimum number of shares held by supervisors is not applicable.
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Spokesperson
Tu, Shu-Chyuan Global Corporate Senior Vice President (02) 2506-3320 [email protected]
Acting Spokesperson
Chen, Yi-Ju Finance Director (02) 2506-3320 [email protected]
Synnex Technology International Corporation
27 F., No. 205, Sec. 8, Civic Blvd., Nangang Dist., Taipei City, 115028, Taiwan (R.O.C.) Tel:886-2-2506-3320
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