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SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION Annual Report 2016

Aug 3, 2017

52019_rns_2017-08-03_5888d3ab-3477-44d0-be14-76b2f85616bf.pdf

Annual Report

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Stock code: 2347

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Synnex Technology International Corporation

2016 Annual Review

www.synnex-grp.com mops.twse.com.tw

Spokesperson Evans S.W. Tu President (02) 2506-3320 [email protected]

Deputy Spokesperson Oliver Chang AVP Financial (02) 2506-3320 [email protected]

Headquarters 4F, No.75, Sec. 3, Minsheng E. Rd., Taipei 104, Taiwan, R.O.C. (02) 2506-3320

Kaohsiung branch 12F-2., No.290, Ersheng 1st Rd., Kaohsiung, Taiwan, R.O.C. (07) 716-1001

Stock registration agent Stock Affairs Department of Chinatrust Commercial Bank 5F, No.83, Sec. 1, Chongqing S. Rd., Taipei, Taiwan, R.O.C. (02) 2181-1911 www.chinatrust.com.tw

CPA for the latest financial statement PricewaterhouseCoopers Cuimiao Ye, Yulong Wu 27F., No.333, Sec. 1, Keelung Rd., Taipei, Taiwan, R.O.C. (02) 2729-6666 www.pwc.tw

Global Depository Receipt (GDR) trading center Luxembourg Stock Exchange For your convenience, please check London Stock Exchange for GDR trading information. (website: www.londonstockexchange.com) Ticker symbol: SYXZF

Hong Kong branch 14F, Hutchison House, Hong Kong (852) 2846-1888

Linkuo logistics center

No.15, Dinghu 9th St., Guishan Township, Taoyuan County, Taiwan, R.O.C (03) 328-9201

Taichung logistics center (Taichung branch)

No.35, Gongyequ 24th Rd., Nantun Dist., Taichung City, Taiwan, R.O.C (04) 2350-3456

China logistics center

Shanghai, Beijing, Nanjing, Chengdu, Shenyang, Hangzhou, Tianjin, Xi'an, Qingdao, Guangzhou, Suzhou, Wuhan, Zhengzhou, Hefei, Xiamen, Nanchang, Changsha, Jinan, Harbin, Ningbo

Australia logistics center Melbourne, Sydney

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www.synnex-grp.com

Important Notice:

This Annual Review is a “short form” overview. It is designed to provide a concise summary of Synnex’s activities and financial position for the year ending December 31, 2014. This Annual Review does not represent or summarize all publicly available information about Synnex. There is other publicly available information from Synnex’s Annual Report (only Chinese version), information that has been notified to the Taiwan Stock Exchange Corp. and Securities And Futures Bureau, Financial Supervisory Commission, Executive Yuan, R.O.C., and other information publicly released by Synnex.

Synnex's statements of its current expectations are forward-looking. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially, including possible fluctuations in the demand for products and services, possible fluctuations in economic conditions affecting the industry and its customers, Synnex's ability to provide new products and services and to gain consumer acceptance for them, Synnex's ability to compete with existing and new competitors, and Synnex's ability to control its expenses and cash usage. Synnex undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the issuance of Synnex's statements.

This Annual Review has been prepared by Synnex solely for the information of its shareholders. It is not investment advice or an offer or solicitation for the purchase or sale of any financial instrument. While reasonable care has been taken to ensure that the information contained herein is not untrue or misleading at the time of publication, Synnex makes no representation that it is accurate or complete. The information contained herein is subject to change without notice. Synnex and any of its officers and employees, to the extent not disclosed above and to the extent permitted by law, may have long or short positions or may otherwise be interested in any transactions or investments (including derivatives) referred to in this publication. Neither Synnex nor any of its officers or employees accepts any liability for any direct, indirect and/or consequential loss arising from any use of this publication or its contents. Copyright and database rights protection exists in this publication and it may not be reproduced, distributed or published by any person for any purpose without the prior express consent of Synnex. All rights are reserved.

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Synnex……The stagecoach that never stops

Leading distribution services provider

The leading 3C logistics and distribution services provider in Asia Pacific region

Globally unique business model

First of all, initiate quadruple channel operation model of sales, distribution, maintenance and CTO (Configuration To Order).This successful business model has been copied from Taiwan to Australia, New Zealand, Thailand and China/Hong Kong.

High value added distribution services provider

The solid logistic capabilities of Synnex provides upstream and downstream business partners with high value added services, so that while the tough back office processing including inventory management, maintenance and real-time production (CTO) are being taken care of by Synnex, customers from downstream can concentrate on sales operations; while the complex sales distribution operations are being taken care of by Synnex, suppliers from upstream can focus on R&D, production and branding. During the activity chain of product flow, the critical integration role that Synnex played in midstream is provision of high value-added services.

Non-stop positive growth cycle

Multi-brand franchise→ Increases customer numbers→ Provide high value-added back office logistics services→ Establish dense distribution network→ Multi-product franchise→ Expand economic scale→ Lower operation expense ratio →Expand market share→ Multi-brand and multi-product franchise→……….

Efficient back office operation mechanism

  • Tailor made, self-developed digital nervous system - ERP information management system.

  • Fast and convenient post-sales services network.

  • Efficient and quality automatic warehousing and distribution operation.

  • Tailor made real time production (CTO) center.

  • “Synnex’s e-City” has become a leading 3C content website in Taiwan.

Comprehensive business philosophy

Maximize shareholder value, improve information transparency.

Maximize profits for customers and suppliers.

Provide reliable and satisfactory products and services to end-users.

Cultivate employees and maintain labor-management cooperation.

Satisfy corporate social responsibility.

2016 Consolidated Financial Performance

Unit: NTD
Item / Year 2015
2016
Increase(Decrease) (%)
Consolidated revenue(in bn) 322.1
342.7
6.4
Income before income tax(in bn) 3.74
5.73
53.2
Net Income attributable to owners
of theparent(in bn)
3.19
4.88
53.0
EPS (after retroactive adjustment)
(NTD)
1.91
2.92
52.9
Grossprofit margin(%) 3.6
3.5
(2.8)
Operatingexpense ratio(%) 2.4
2.3
(4.2)
Operatingincome ratio(%) 1.2
1.2
-
Return on Equity (ROE) (%) 7.2
11.4
58.3
Average Collection Days 52
51
(2.0)
Average InventoryTurnover Days 40
39
(2.5)
Average Payment Turnover Days 36
34
(5.6)

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Consolidated revenue
NT$ bn
↑ 6.4%
342.7
310.7 312.6 312.6 330.3 330.3 331.5 331.5 322.1 322.1
Return on Equity
↑ 58.3%
Net Income attributable to 7.2
owners of parent 5 8 5.3 NT$ bn
5
3.2
5.8
5.3
5.0 4.9
3.2
↑53.0%
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INDEX

Letter to shareholders 1
Synnex highlights 6
Operation highlights 38
Financial information 63
Financial status, results of operations & risk management 67

Letter to shareholders 1

Letter to shareholders

Dear shareholders:

The economy in 2016 was faltering. Advanced countries, including the U.S.A, Japan, and some of the European countries, did not perform as expected, and the growing dynamics of the emerging countries slowed down continuously. The uncertainty of the Brexit effect was another factor that not only impacted the financial market and global trading, but also affected the confidence of both consumers and investors. As the statistics of the Chung Hua Institution for Economic Research showed, the global economy only grew by 2.4% in 2016, declining to the lowest point since the economic crisis in 2008 and indicating that the global economy has been running into a “low-growth trap”.

The industries have been developed in a mature saturation period. Though new technologies, application, and products were introduced to the market continuously, most of them were at the phase of trial, incubation, or endurance. It takes about two or three years to popularize them to create substantial production value. The fierce fluctuation of the global exchange market and the sly and changeable political and economic situations all over the world brought about more difficulties in the operation of the business.

Facing the variation and challenge of the market environment, our global channel businesses spare no efforts and strive cautiously and conscientiously to drive the IC component business in the Greater China Region by developing new products and customers, adjusting and creating new business models, and integrating sales channels. The initiative to expand business opportunities creates a steady growth of the performance to near 100 billion NT dollars. The channel business in Australia and New Zealand was facing a challenge of economic depression and fierce fluctuation of the exchange rate. However, we take the lead to establish the “cloud business” system and make use of the intellectual logistic capability to enhance the cooperation relationship with the upstream and downstream manufacturers. These and the continuous development of new suppliers and services support us to consolidate the leading position in the local market. Facing the saturated channel business market in Taiwan, we are actively developing the mobile phone plan and technical service business and have brilliant operating results. We also speed up the development of new markets including smart consumer electronics, gaming, and Internet of Things (IoT) products to deploy new growing dynamics. The channel business in China has been facing a fast changing and challenging operating environment. However, the substantial transformation of the organization and system over the past three years as well as the streamlined structural operation model and analytical tool progressively improved our productivity, control capability, and operating know-how and create a growth rate of 10% in 2016. Though the channel business in Hong Kong and Macao declined in the consumer market, it grew substantially in the commercial and telecom fields and kept the leading position in the local market. For the joint venture business, in North America, India, Middle East, Thailand, and Indonesia created outstanding performance thanks to the teamwork. And I would like to take this opportunity to show my appreciation to all of you.

2 2016 Annual Review

Though the challenge is still tough and the industry needs two to three years to start the transformation and expansion, Synnex’s management team will root more deeply to enhance the strength and deploy our resources in new areas and business in 2017. We will spare no efforts to implement our operating philosophy of streamlined channels, overcome the vague and uncertain market environment, and embrace new opportunities in the transformation of the industry. I hope that all of you, the shareholders of Synnex, can give us a strong urge and encouragement.

Below are the key 2016 highlights for our company:

1. Revenue and profit

Synnex’s 2016 consolidated revenue was NTD342.7 billion, representing 6.4% growth from the NTD 322.1 billion in 2015. The net profit after tax was NTD 4.88 billion or grew by 53% in comparison with the NTD 3.19 billion in 2015. The EPS after tax was NTD 2.92, representing a growth rate of 53% in comparison with the NTD1.91 in 2015.

2. Concrete operating results

  • (1) Despite its market leading position in Taiwan, Australia, Hong Kong, Indonesia, Thailand, Synnex ranks as the second largest distributor in India and China. The channel business ranks as the third largest distributor in the USA. Overall, Synnex channel business operation ranks as the third largest distributor worldwide and the largest distributor in Asia Pacific region.

  • (2) We set up sales channel with the large-scale chain stores, reinforce strategic cooperation with online shopping channel, and minimize the stock management burden of the customers through Synnex systems and logistic capabilities in order to strengthen close cooperation relationship.

  • (3) We have run the mobile phone plan business in Taiwan for many years and started enjoying the positive results. It made a great contribution to the revenue and profit.

  • (4) The internal management system of the channel business in China was further optimized. The operating system and control capability was improved continuously and created substantial benefits to bring the business back to the direction of growth.

  • (5) The IC components business unceasingly enhanced its close cooperation with the upstream and downstream industries to provide more flexible and resilient industrial chain services and drive the steady growth of the business.

  • (6) We integrated the logistic resources of the Group and established a company of sole proprietorship to provide “intellectual logistics service” for both upstream and downstream partners and develop the logistics service business along the supply chain .

The 2017 important production and sales policy:

1. Expansion of the mobile phone plans business

We takes the leading position in the mobile phone plans business in Taiwan and a brand new mobile phone plans business system is under development for the year 2017 to improve the operating effectiveness and enhance the customer service.

Letter to shareholders 3

2. Expand new markets in the fields of smart consumer electronics, gaming, and IoT applications

The new fields and applications are currently at a phase of incubation. We will accelerate deployment and build up dynamics for the growth in the future.

3. Accelerating the development of the “cloud service”

We will invest more in the cloud service business. In addition to the well-established operating system in Australia, we will speed up the development of the markets in Taiwan, Hong Kong, Macao, China and Indonesia to grasp the opportunities that this new business model creates.

4. Integration of resources to develop technical service business

We will integrate the technical service resources and operation systems of the Group to develop a technical service business of high effectiveness. China will be the core market of the development.

5. Acceleration of multiple and flexible logistics service business

“Intellectual logistics service” is one of the most important core capabilities of Synnex. In addition to creating the competitive advantages in the channel business, the logistics service itself is a business of great potential in the future. We will speed up the development of this business in 2017.

6. Accelerating the operation management model R&D and innovation and secure the market competitive advantage To maintain the competitive advantage and cope with the ever-changing market, an ongoing innovation on business and technology management is necessary. In recent years, Synnex has been working on setting up a planning & management system at its headquarters that is responsible for design of operations model, planning of operations mechanism, analysis of operations and management of operational quality, while expanding software R&D team to enhance Synnex’s software competitiveness. In 2017, the team will develop innovative business management technology and enhance core competences and identify breakthrough opportunities for the Company.

Future Development Strategies

To pursue continuous and stable growth in this rapidly changing market environment full of uncertainties, Synnex will follow a three point strategy (see the figure below), made up of multi-product, multi-channel and multi-nation strategies. Through these strategies, we aim to create greater opportunities while effectively diversifying operational risks.

2016 Annual Review

4

Synnex’s development strategy

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Multi-Territory
Multi-Products
Multi-Category
Multi-Brand
Core
Business Multi-Channels
Mechanis
IC Components
Multi-Marketplaces Taiwan Channel
Hong Kong IT
China Channel
Australia Telecom
New Zealand Channel
Thailand Consumer
Electronics Channel
India
Middle East
Indonesia
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Impact of External Competitive Environment, Regulatory Environment, and Macroeconomic Environment

In terms of the external competitive environment, the market has been constantly changing and the service model has been diversified for years. However, the Company has been continuously researching and developing an innovative business model, design, and planning; also, implementing business analysis and quality management in response to such changing market environment.

In terms of the regulatory environment, the Company has always paid close attention to and grasped domestic and foreign policies and laws that may affect the Company’s finance and business, and adopted appropriate emergency measures to safeguard the interests of the Company. With the frequent global economic and trade exchanges and the increasing fiscal pressure faced by each nation, the “Based Erosion and Profit Shifting (BEPS)” issues had caused the government of each nation to formulate relevant laws and regulations strictly. However, it has little impact on the Company since the Company has always operated its business in compliance with the law and regulations of each nation.

In terms of the macro-economic environment, the Company has a large-scale business operation in Mainland China. Although cross-strait relations may become uncertain, it is with little impact on the channel business operation. The Company’s market development strategy is focusing on a multinational business market that will allow the Company to expand the market and reduce business risks arising from operating in a single nation.

5

Letter to shareholders

Last but not least, we would like to offer our sincere gratitude to our shareholders for their support and encouragement, and we expect further guidance and support in the coming year. With consistent business philosophy and innovation, the management team is committed to achieving excellence.

Best regards,

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6 2016 Annual Review

Synnex highlights

I. Company profile .................................................................................................................................................... 7
1) Milestone ................................................................................................................................................................. 7
2) Awards ..................................................................................................................................................................... 9
II. Corporate Governance Report ............................................................................................................................ 11
1) Organization ........................................................................................................................................................... 11
2) Information on directors, supervisors, presidents, senior executives of divisions & department management ...... 14
3) Implementation of Corporate Governance ............................................................................................................. 20
4) Changes in shareholdings of directors, managers, and principal shareholders ....................................................... 32
III. Capital and shares ............................................................................................................................................... 33
1) Category of shares ................................................................................................................................................. 33
2) Shareholder structure ............................................................................................................................................. 33
3) Distribution of shareholding .................................................................................................................................. 33
4) Major shareholders ................................................................................................................................................ 33
5) Market price per share, Net assets per share, earning per share and dividends ...................................................... 34
6) The policy and implementation of dividends ......................................................................................................... 34
7) Uncompensated distribution of shares and its impact on company operation and EPS ......................................... 35
8) Information on employee bonus and compensation for directors and supervisors ................................................. 36
9) Buy back shares: None .......................................................................................................................................... 36
IV. Issuance of global depositary receipts, bonds, preferred shares and employee stock option ......................... 37
1) Global depositary receipts...................................................................................................................................... 37
2) Status of employee stock option: None .................................................................................................................. 37
3) Preferred shares: None ........................................................................................................................................... 37
4) Corporate bonds: None .......................................................................................................................................... 37

Synnex highlights 7

Synnex highlights

I. Company profile

1) Milestone

Setup date: September 12, 1988 Setup date: September 12, 1988
Year Important significance
1988
Synnex Technology International Corporation was established with authorized capital of NTD2 hundred
million, and Matthew Feng-Chiang Miau served as chairman and Evans S.W. Tu served as president.

MIS operationsreachedreal-timerequirement.
1989
Establish LEMEL brand.

NTD 20 million was spent to purchase large mainframe computers and accessories to meet the needs of further
computerization.

EstablishedKaohsiung andTaichung branches to expand southand central Taiwanbusiness.
1990
Confirmed development information and communicate channel business, determined to adopt “open channel”
operation, first initiating triple channel operation model of sales, distribution, and maintenance.
1991
The computer material management system won “The 1stoutstanding information application awards” that
conferred byInstitute for Information Industryand accredited byallpanel ofjudges.
1992
Established logistics delivery truck fleet to provide rapid delivery services of “half-day delivery” to customers
in Taipei region.
1993
Linkuo logistics center officially opened.

Established logistics delivery fleet in central and south region to provide rapid delivery services to customers in
south and central region.

Introduced “small quantity, various type and one stop shopping" to the resellers to lower inventory risk for the
resellers and enhanced purchasing convenience.

Introduced LEMEL PC
1994
Provided resellers with industry-leading "four half-day" (two days) rapid maintenance services

Launched monthly journal of “Synnex’s shoppingmall” which had become the resellers’ must-buytools.
1995
Shares officiallylisted on TaiwanStock Exchange that was thefirstlisted distributor in Taiwan.
1996
Largest increase in stockprice in 362 listed companies in the first halfyear of 1996.
1997
Provide rapid maintenance services of “repair tonight, retrieve the day after tomorrow” to customers.

Communication resellers had reached 3000.

Merge Laser Computer Ltd. (name changed to Synnex Technology International (HK) Ltd. in 2005) to expand
itsreachtoHongKong and China.
1998
The 2nd warehouse with highly automated warehousing operations in Linkou logistics center completed and
started operation.

Real time production center (Configuration-To-Order) of PC has completed, it is the first tailor made real time
production line of PC for customers in Taiwan.

MergeAustraliansubsidiary to expandreachtoAustralian market.
1999
Establish “cellular phone rapid repair services” throughout Taiwan to provide customers with “30 minutes
cellular phone maintenance services.”

Merge Compex Ltd. In Thailand (name changed to Synnex (Thailand) Co., Ltd. in 2002 and changed to Synnex
(Thailand) Public Company Ltd. in 2008) to expand its reach to the Thailand market.

The annual turnover of communication business has exceeded NTD10 billion, become one of the three major
business of Synnex alongwith information and electronics components business.
2000
Provide customers with “cellular phone 2-year warranty” services.

The third warehouse in Linkuo logistics center completed and started operation; it is an automatic guided
warehouse.

Launch “Synnex e-City” website and “Dedicated website for Synnex resellers” to develop electronic marketing
and electronic services.

Considering Synnex’s valuable management experience, Shang-Xun Culture Co., Ltd. decided to publish
“The stagecoachthatneverstops”.
2001
The Taichung logistics center with 7,300 pings (equal to 24,131.61 square meters (3.3057*7300)) started
operation; its logistics capacity is 1.3 times of the Linkuo logistics center.

The 5,200 ping (17,189.64 square meters) Logistics center in Australia officially started operation.

With “cellular phone rapid maintenance center” upgraded to “Synnex maintenance center,” Synnex has
expanded its maintenance services to all 3C products sold.

Integrate maintenance center, maintenance and collection center and resellers into “Synnex maintenance
network” to become the densest IT and Telecom maintenance network and also provide maintenance services to
products not sold by Synnex.

DevelopLogistics serviceProvider(LSP)

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8 2016 Annual Review

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Year Important significance
2002
The 2,700 ping (8,925.39 square meters) logistics center in Thailand started operation.

The annual visitors of “Synnex e-City” has reach 9.5 million, its content has been referenced by 120
websites, the ICP (Internet Content Provider) role has been formed.

Conduct stock swap strategy with Bestcom Infotech Corporation to cultivate IT commercial market
in Taiwan.
2003
Logistics center in Australia and Thailand has imported CTO customize real-time production
mechanism to provide customers with customize PC services.

Use the outstanding services of “Synnex products” to develop brand marketing.

The consolidated turnover has exceeded NTD100 billion and reach 108.2 billion.
2004
Merged and acquired Yongkang Enterprises and Teampo Tech Co., Ltd. to expand component and
parts business scale.

Acquire shares in India’s Redington Group to expand its reach to India, Middle-East and Africa, the
global distribution channel layout has been formed.
2005
Shanghai logistics center started operation.

Establish New Zealand subsidiary.
2006
The operation of Linkuo logistics center was officially launched; it has doubled the operation
capacity.

Establish consumer electronics business, it is another core business after components, IT and
Telecom.
2007
Obtained Nokia cellular phone’s exclusive distribution rights in China region, it has officially
opened the overseas market for communication business.

Thailand logistics center has imported automated warehousing operation.
2008
Plans to establish logistics center in China has been developed smoothly, the establishment of
Shanghai 2nd period, Chengdu, Nanjing, Beijing logistics center has been activated.

Components business group has competed the comprehensive update of computer system; the
operation efficiency of components has been enhanced.
2009
Logistics centers in Nanjing, Chengdu, Beijing and Shengyang officially started operation.

Consolidated turnover has exceeded NTD200 billion and reach NTD220.7 billion.
2010
Tianjin and Hangzhou logistics centers officially started operation.

India’s Redington Group acquired stakes in Turkey’s second largest information distributor Arena,
opening the door to east Europe.

Set up a joint venture with Indonesia’s largest computer group Metrodata Electronics, Synnex has
officially established its presence in Indonesian market and marks another foray in Asia’s emerging
market.
2011
The Logistics Center in Xian and Qingdao City were officially opened.

Consolidated revenue has exceeded NTD300 billion and reached NTD312.6 billion.
2012
Logistic centers in Suzhou, Guangzhou, Wuhan and Zhengzhou are officially in service.

A comprehensive computer system update was completed in Australia to enhance effectiveness of
operational management.
2013
The consolidated revenue reached record high at NTD330.3 billion.
2014
Sydney (Australia) logistic center officially started operation.

Hefei (China) logistic center officially started operation.

Xiamen(China)logistic centerofficially started operation.
2015
Nanchang (China) logistic center officially started operation.

Jinan (China) logistic center officially started operation.

Harbin(China)logistic center officiallystarted operation.
2016
Changsha (China) logistic center officially started operation.

Ningbo (China) logistic center officially started operation.

Acquisition of Bestcom Infotech Corporation was completed to enhance its future revenues,
technical services, and business opportunities for the commercial network brand agency.

Synlogics Service Corp. was established to expand the logistic business.

Synnex highlights 9

2) Awards

Year Awards
1991
The computer material management system won “the 1st outstanding information application awards” that
conferred byInstitute for Information Industryand accredited byallpanel ofjudges.
1998
Both Chairman Matthew Feng-Chiang Miau and President Evans S.W. Tu have been voted by senior
journalists in the industry as “10 most important people in the development history of information industry in
Taiwan.”

Evans S.W. Tu has been voted by the fund managers in Taiwan as one of five “most worthwhile professional
managers in the next fiveyears.”
1999
Synnex has been listed byAsiamoneyas one of top50 “Best Managed Companies” in Asia-Pacific region.
2000
The Thailand subsidiary has been named by Computer Association of Thailand as “Thailand’s best
distributor” and “Best marketing performance award.”
2001
Granted one of 15 companies won Microsoft’s Windows Embedded Partner Gold Program.
2002
Ranked #8 among 2001 Taiwan’s top 500 service companies in Commonwealth Magazine and Business
Weekly.

Ranked #4 among the top 100 IT Company listing in Business Week magazine.

Computer Weeklyreported that Synnex is considered by3C retailers to be the best channel distributor.
2003
Synnex is ranked by Interbrand as “Taiwan Top 10 Global Brands” of the 10 brands; Synnex is the only brand
in the service sector.

Voted by industry, official and university professionals who were invited by CommonWealth Magazine and
Accenture as “Outstanding service.”

Named by CommonWealth Magazine as “Benchmark Enterprise.”

Voted by analysts and fund managers of major global financial institutions as the third “Taiwan’s best
managed company” in Asiamoney Magazine.

Ranked #56 among the top 100 IT Company listing in Business Week Magazine.

Ranked byBusiness Weeklyas the 2002 largest IT/Telecom/IC distribution servicesprovider in Taiwan.
2004
Ranked by new Micro Electronics magazine as “Top 10 outstanding electronics component distributor” in
2004 in Taiwan.

Ranked #36 among Top 1000 Cross-Strait Listing Firms by Business Weekly in 2003.

Ranked #7 among 500 service companies listing in Business Weekly in Taiwan in 2003.

The subsidiaryin Australia was ranked #20 as “50 Companies with Good Asset Use” byBRW magazine.
2005
Ranked #8 in “Top 10 Taiwan Global Brands” by Interbrand.

Ranked #11 among 500 service companies listing in Business Weekly in Taiwan in 2004.

Named by CommonWealth Magazine as “Benchmark Enterprise.”

Ranked #11 among500 service companies listingin Business Weeklyin Taiwan in 2004.
2006
Ranked #15 among 500 service companies listing in CommonWealth Magazine in Taiwan in 2005.

Ranked #7 among 500 service companies listing in Business Weekly in Taiwan in 2005.

Named by CommonWealth Magazine as “Benchmark Enterprise.”

Awarded “Gold sales award” by China’s China Marketing magazine.

Awarded by China’s “Computer products and distribution” as gold list award of 10 outstanding distributors.

Ranked #2 in distributors amongthe top100 IT companylistingin Computer Business Information
2007
Named by CommonWealth Magazine as “Most Admired Company” in 2007.

Ranked #7 among 500 service companies listing in CommonWealth Magazine in Taiwan in 2006.

Ranked #1 by among electronics distributors and #73 among Top 1000 Cross-Strait Listed Firms by Business
Weekly in 2006.

Ranked #11 in “Taiwan TopGlobal Brands” byInterbrand.
2008
Named by CommonWealth Magazine as “Most Admired Company” in 2008.

Ranked #6 in a 2007 survey of Taiwan's top 500 service companies carried out by Business Weekly.

Ranked #24 among “Top 50 Chinese consumer brands” by Business Today in 2008.

Ranked #9 in “Taiwan Top Global Brands” by Interbrand.

Evans S.W. Tu was awarded byNational Chiao TungUniversityas Top50 Most influential Alumni.”
2009
Ranked #9 in “Taiwan Top Global Brands” by Interbrand.

Ranked #7 in a 2008 survey of Taiwan’s top 500 service companies carried out by Business Weekly.

The seventh consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2008.

Ranked #8 in “Investor Satisfaction” among “Taiwan Technology Best 100 Companies” by Business Next in
2008.

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10 2016 Annual Review

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Year Awards
2010
Ranked #9 in “Taiwan Top Global Brands” by Interbrand.

The eighth consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2010.

Ranked #6 in a 2009 survey of Taiwan’s top 500 service companies carried out by Business Weekly; while
ranked #1 in IT, Telecom and IC distributors.

Turnover ranked #3 among “Top 50 Cross-Strait Listed Distributors” by Business Today in 2010.

Ranked #43 among “Taiwan Technology Best 100 Companies” by Business Next in 2010, which has been
progressed by 35 in the ranking when comparing to 2009.

Ranked #37 among“The Tech 100” byBloombergBusinessWeek in 2010.
2011
Ranked #9 in “Taiwan Top Global Brands” by Interbrand with a brand value of USD$317 million.

Awarded with the “Taiwan’s 100 major brands” by the Ministry of Economic Affairs.

The ninth consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2011.

Ranked #6 in a 2011 surveyof Taiwan top500 service companies carried out byCommonWealth Magazine.
2012
Ranked #8 in “Taiwan Top Global Brands” by Interbrand with a brand value of USD$339 million.

The tenth consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2012.

Ranked #6 in a 2012 survey of Taiwan’s top 500 service companies carried out by CommonWealth
Magazine;also,ranked in the 7thplace of the “Most Profitable Service Companies.”
2013
Ranked #9 in “Taiwan Top Global Brands” by Interbrand with a brand value increased by 2% YoY to
USD$345 million.

The 11th consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2013.

Ranked byCommonWealth Magazine as 6th within service industryin the top2000 companies.
2014
Ranked #9 in “Taiwan Top Global Brands” by Interbrand with a brand value increased to USD$345 million.

The 12th consecutive years named by CommonWealth Magazine as “Most Admired Company” in 2014.

Ranked byCommonWealth Magazine as 6th within service industryin the top2000 companies.
2015
Ranked #11 in “Taiwan Top Global Brands” by Interbrand with a brand value increased to USD$337 million.

Ranked byCommonWealth Magazine as 5th within service industryin the top2000 companies.
2016
Mr. Evans S.W. Tu was chosen as a “Taiwan Top 50 Executive” by “The Harvard Business Review.”

Synnex as the unique channel service brand won the “Taiwan Top 20 Global Brand Awards” for 14
consecutiveyears with a brand value of USD309 million.

Synnex highlights 11

II. Corporate Governance Report

1) Organization

==> picture [56 x 14] intentionally omitted <==

----- Start of picture text -----

2016.12.31
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Group Structure

==> picture [721 x 413] intentionally omitted <==

----- Start of picture text -----

Synnex Technology International Corp. 聯強國際 ( 股 ) 公司
Synnex Global Ltd.Synnex Global Ltd. 通達運籌服務 Synlogics Service Corp. ( 股 ) 公司 E-Fan Investments Corp. 伊凡投資 ( 股 ) 公司 Seper Marketing Corp. 嘉榮行銷 ( 股 ) 公司 群環科技 Bestcom Infotech Corp. ( 股 ) 公司及其子公司
持股比率: 100% 100% 持股比率: 100% 100% 持股比率: 100% 100% 持股比率: 100% 100% 持股比率: 100% 100%
Mauritius Ltd.Synnex DevelopmentsPeerLtd. InvestmentsKing’s EyeLtd. VanguardTrade Synnex ChinaHoldings Ltd.
Global Ltd.
100% 100% 100% 100% 100%
持股比率 持股比率 持股比率 持股比率 持股比率
: 100% : 100% : 100% : 100% : 100%
(India) Ltd. : Redington 持股比率 23.58% 23.58% Synnex Corp. :持股比率 10.31% 10.31% 聯翔科技有限公司持股比率 (Shenzhen) Technology : Lianxiang Co., Ltd. ( 深圳 100% 100%) Holdings Ltd. 及其子公司 Computer 持股比率 subsidiary Computer : Holdings Ltd. and Laser100% Laser 100% Electronics Hong Kong 持股比率: Synnex100% Ltd.100% 持股比率 Asia Ltd.Syntech: 100%100% 持股比率 AustraliaPty. Ltd. : Synnex100% 100% Ideal Ltd. 持股比率: Fortune100% 100% 持股比率 Thinking : GoldenLtd.100%100% New Zealand 持股比率: Synnex100% Ltd.100% PT. Synnex 持股比率 MetrodataIndonesia50.30%50.30% : Company Ltd. 及其子公司: (Thailand) 持股比率 (Thailand) subsidiary Company SynnexLtd. and 40.00% Synnex PublicPublic 40.00% (Investments (China) Ltd. 聯強國際中國有限公司持股比率: Synnex 100% 100%) 投資
聯強國際貿易 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex Synnex 聯強國際 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex 聯強國際 Synnex
International Technology ( 中國 ) ((Beijing) 北京 Ltd. ) (Shangha) ( 上海 Ltd. ) ((Chengdu) 成都 Ltd. ) 科技 ( 南京 (Nanjing) Ltd. ) 電子 (Shenyang) ( 瀋陽 Ltd. ) 科技 ( 天津 (Tianjin) Ltd. ) 科技 (Hangzho( 杭州 u) Ltd. ) 電子 (Qingdao) ( 青島 Ltd. ) 科技 (Guangzhou( 廣州 ) Ltd. ) 科技 ( 西安 (Xi’an) Ltd. ) 科技 ( 蘇州 (Suzhou) Ltd. ) 科技 ( 武漢 (Wuhan) Ltd. ) 科技
Corporation 有限公司) 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司
持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100%
: 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100%
聯強科技發展 Technology DevelopmeSynnex ( 聯強國際濟南 Synnex (Jinan) Ltd. ) 電子 ((Zhengzho 聯強國際鄭州 Synnex u) Ltd. ) 科技 ((Changsha) 聯強國際長沙 Synnex Ltd. ) 科技 ( 聯強國際寧波 (Ningbo) Synnex Ltd. ) 科技 ( 聯強國際合肥 Synnex (Hefei) Ltd. ) 科技 ((Nanchang ) 聯強國際南昌 Synnex Ltd. ) 電子 ( 哈爾濱聯強國際 (Harbin) Synnex Ltd. ) 科技 ( 聯強國際重慶 (Chongqing) Synnex Ltd. ) 科技 ( 聯強國際廈門 (Xiamen) Synnex Ltd. ) 科技 育德(上海) Warehouse (Shanghai) 倉儲 Yude 科技 Technology Information 毅都信息 Yi Du ( 上海 )
有限公司 nt Ltd. 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 有限公司 Co., Ltd. (Shanghai) 有限公司 Co., Ltd.
持股比率: 100% 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 100% 持股比率 80% 持股比率 100%
: 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 100% : 80% : 100%
----- End of picture text -----

12 2016 Annual Review

Basic Information of group companies

2016.12.31 Unit: thousand

Company name Date established Location Capital Main business orproduction types
Seper Marketing Corp. 1990.02.23 Taipei NTD 1,000 Sales of IT/Telecom products in Taiwan
E-Fan Investments Corp. 2001.06.28 Taipei NTD 225,000 Investment holding company
Synlogics Service Corp. 2016.10.17 Taipei NTD 50,000 Provision of warehousing, distribution services in
Taiwan
Bestcom Infotech Corp. and its subsidiaries 1987.01.13 Taipei NTD 1,032,033 Sales of IT products in Taiwan
Synnex Global Ltd. 1996.12.27 BVI US$ 548,250 Investment holding company
Synnex Mauritius Ltd. 2004.12.02 Mauritius US$ 24,000 Investment holding company
Peer Development Ltd. 1996.12.27 BVI US$ 31,300 Investment holding company
Synnex China Holdings Ltd. 2002.07.19 BVI US$ 100,200 Investment holding company
King’s Eye Investments Ltd. 1997.01.23 BVI US$ 62,477 Investment holding company
Trade Vanguard Global Ltd. 2014.04.15 BVI US$ 100,000 Investment holding company
LianXiang Technology (Shenzhen) Ltd. 2011.05.26 Shenzhen, China US$ 200 Sales of IC components in China region.
Synnex Investments (China) Ltd. 2007.11.05 Shanghai, China US$ 200,000 Investment holdings company in China
Synnex (Beijing) Ltd. 2002.10.11 Beijing, China US$ 9,000 Production and sales of IT/Telecom products in China
Synnex (Shanghai) Ltd. 2002.10.15 Shanghai, China US$ 22,000 Production and sales IT/Telecom products in China
Synnex Distributions (China) Ltd. 2005.11.25 Shanghai, China US$ 153,000 Production and sales of IT/Telecom products in China
Synnex (Chengdu) Ltd. 2006.11.06 Chengdu, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Nanjing) Ltd. 2006.12.20 Nanjing, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Shenyang) Ltd. 2008.08.19 Shengyang, China US$ 3,000 Production and sales of IT/Telecom products in China
Synnex (Tianjin) Ltd. 2009.04.21 Tianjin, China US$ 4,500 Production and sales of IT/Telecom products in China
Synnex (Hangzhou) Ltd. 2009.11.25 Hangzhou, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Qingdao) Ltd. 2010.03.04 Qingdao, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Guangzhou) Ltd. 2010.03.18 Guangzhou, China US$ 12,000 Production and sales of IT/Telecom products in China
Synnex (Xi’an) Ltd. 2010.03.24 Xi’an, China US$ 4,000 Production and sales of IT/Telecom products in China
Synnex (Suzhou) Ltd. 2010.06.17 Suzhou, China US$ 6,000 Production and sales of IT/Telecom products in China
Synnex (Wuhan) Ltd. 2010.12.08 Wuhan, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Jinan) Ltd. 2010.12.06 Jinan, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Zhengzhou) Ltd. 2011.01.07 Zhengzhou, China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Changsha) Ltd. 2011.03.23 Changsha, China US$ 4,000 Production and sales of IT/Telecom products in China
Synnex (Ningbo) Ltd. 2011.06.15 Ningbo, China US$ 4,000 Production and sales of IT/Telecom products in China
Synnex (Hefei) Ltd. 2011.07.15 Hefei, China US$ 6,100 Production and sales of IT/Telecom products in China
Synnex (Nanchang) Ltd. 2011.08.24 Nanchang China US$ 4,000 Production and sales of IT/Telecom products in China
Synnex (Harbin) Ltd. 2012.03.26 Harbin China US$ 5,000 Production and sales of IT/Telecom products in China
Synnex (Chongqing) Ltd. 2012.05.09 Chongqing China US$ 600 Production and sales of IT/Telecom products in China
Synnex (Xiamen) Ltd. 2012.05.07 Xiamen China US$ 6,000 Production and sales of IT/Telecom products in China
Yude (Shanghai) Warehouse Co., Ltd. 2012.06.18 Shanghai, China RMB
2,400
Provision of warehousing services in China
Yi Du Information Technology (Shanghai) Co., Ltd. 2015.04.02 Beijing, China RMB
1,000
Production and sales of IT/Telecom products in China
Synnex Technology Development (Beijing) Ltd. 2007.12.06 Beijing, China RMB
50,000
Production and sales of IT/Telecom products in China
Laser Computer Holding Ltd. and subsidiary 2001.09.06 BVI US$ 36,850 Sales of IT products in Hong Kong/China region.
Synnex Electronics Hong Kong Ltd. 1993.09.09 Hong Kong US$ 300 Sales of IC components in Hong Kong / China region.
Syntech Asia Ltd. 2011.03.11 Hong Kong US$ 300 Sales of IC components in Hong Kong / China region.
Synnex Australia Pty. Ltd. 1991.06.06 Australia AUS 33,250 Sales of IT products in Australia.
Fortune Ideal Ltd. 2000.09.04 Hong Kong HKD 14,500 Operate Australia’s logistics center.
Golden Thinking Ltd. 2010.02.19 Hong Kong HKD 28,000 Operate Australia’s logistics center.
Synnex New Zealand Ltd. 2005.07.18 New Zealand NZD 1,500 Sales of IT products in New Zealand.
PT. Synnex Metrodata Indonesia 2000.05.23 Indonesia IDR 300,000,000 Production and sales of IT/Telecom products in
South-East Asia
Synnex (Thailand) Public Company Ltd. and 1988.04.05 Thailand THB 770,329 Sales of IT products in Thailand.
subsidiary *
Redington (India) Ltd.* 1961 India INR 799,697 Sales of IT/Telecom products in India, Middle East and
Africa
Synnex Corporation* 1980 USA USD 41 Sales of IT products in Europe, US and Japan.
  • Adopt equity method.

Synnex highlights 13

Organization and responsibility

==> picture [489 x 373] intentionally omitted <==

----- Start of picture text -----

Remuneration Committee Board of Directors
Internal Audit Office
Audit Committee Chairman
President Office
President & CEO
Human Resources Planning &
Management Div.
Software Development Center Business Planning & Management Div.
Logistics Planning & Management Div.
Finance Planning & Management Div.
Information & Communication Risk & Management & Planning
Network Center Technical Service Planning &
Management Div.
Financing Control Center Group Product Controlling Div.
Overseas Business Management Div.
Group Accounting Center
Property Management center
Component Taiwan Bestcom China Hong Kong Australia Indonesia Thailand India America
Business Business Business Business Business Business Business Business & Business
Unit Unit Unit Unit Unit Unit Unit Unit Middle East Unit
Business
Unit
Product Product Sales Field Technical Logistic Back Office
Marketing Controlling Application Service Business Unit Operation
----- End of picture text -----

14 2016 Annual Review

Description of responsibilities

Board of Directors
Internal Audit Office: Evaluate and improve the efficiency of risk
management, control, governance, and achieve the performance and
quality of the designated mission.
Remuneration Committee: Responsible for the overall remuneration
system and total prize money review.
Audit Committee: Responsible for overseeing the effective
implementation of the Company’s financial statements, compliance
with related laws and regulations, internal control, and risk control.
President office
Human Resources Planning & Management Div.: Responsible for
development, planning and training of overall human resources.
Business Planning & Management Div.: Responsible for overall
business operation planning, management analysis and process planning.
Logistics Planning & Management Div.: Responsible for overall
operation planning, management analysis and process planning.
Finance Planning & Management Div.: Responsible for overall financial
analysis, planning and management.
Risk Management & Planning: Responsible for the overall accounting
and legal system development, planning, and management
Technical Service Planning & Management Div.: Responsible for
planning of overall technical service and operation.
Group Product Controlling Div.: Responsible for the overall product
purchase, sales, and inventory operating procedure planning and
strategy formulation.
Overseas Business Management Div.: Responsible for planning, support
and management of overseas affairs.
Software Development Center
Responsible for planning, integration and maintenance of overall ERP
system.
Information & Communication Network Center
Responsible for the procurement, management, and maintenance of IT
and telecom equipment.
Financing Control Center: Responsible for centralized control of the
finance for the Group.
Group Accounting Center: Responsible for the financial, tax and
accounting affairs of the Group.
Property Management center: Responsible for planning and setup of
the Group's logistic centers as well as property management.
Product Marketing: Responsible for planning and implementation of
products’ operational strategies.
Product Controlling: Responsible for planning and implementation of
products’ purchase, sales and inventory strategies.
Sales:Responsible for product sales.
Field Application: Responsible for pre-sale services for product R&D
and technology application support.
Technical Service: Responsible for technical support service before and
after the sale.
Logistics Business Unit: Responsible for operational implementation of
warehousing, distribution and post-sales maintenance services.
Back office operation
Finance: Responsible for financial management and fiscal tax
accounting.
Credit: Responsible for accounts receivable management and credit
collection processing.
Customer Service: Responsible for post-sales customer services.
Personnel & Administration: Responsible for planning and
implementation of human resource systems.

2) Information on directors, supervisors, presidents, senior executives of divisions & department management

  • Information of directors and supervisors

2017.04.09

Title Name
Nationality or
registration site
Elected
date
Tenure
Date first
Shareholding when
elected
Current shareholding
Spouse/Minor children
Current shareholding
Shareholding under the
names of otherparties

Note
(Year) elected

Shares
%
Shares
%
Shares
%

Shares
%
Chairman/ Matthew
Feng-ChiangMiau
USA
2015.6.12
3 1988.9.1 30,417,147
1.91
31,812,004
1.91
-
-
-
-
Director/ Evans S.W.
Tu
ROC
2015.6.12
3 1988.9.1 34,434,649
2.17
36,156,381
2.17
1,587,245
0.10
-
-
Director/ Yang,
Hsiang-Yun
ROC
2015.6.12
3 2015.6.12 216,381,957
13.62
227,201,054

13.62
*
-

*
-
Representative of MiTAC Inc.
Director/ Chou,T.C.
ROC
2015.6.12
3 2015.6.12 216,381,957
13.62
227,201,054

13.62
*
-

*
-
Representative of MiTAC Inc.
Independent Director
/ Yungdu Wei
ROC
2015.6.12
3 2012.6.13 -
-
-
-
-
-

-
-
Independent Director
/ Yojun Jiao
ROC
2015.6.12
3 2012.6.13 -
-
-
-
-
-

-
-
Independent Director
/ AnpingChang
ROC
2015.6.12
3 2012.6.13 -
-
-
-
-
-

-
-

*It is the shareholding of the corporate shareholder, and the shareholding of representative is zero.

Synnex highlights 15

Title/Name Other officers, directors, or supervisors
Major experience and education Services concurrently with the Company and other company who are the spouse or 2nd degree relatives
Title
Name
Relation
Chairman
Matthew
Feng-Chiang
Miau
MBA of Santa Clara University
(USA)
Electrical Engineering BA of the
University of California at Berkeley
Chairman of Synnex Technology
International Corp.
Chairman of Lien Hwa Industrial Corp
Chairman of Union Petrochemical
Corp.
Chairman of MiTAC Holdings Corp.
Chairman of MiTAC Inc.
Director of Getac Technology Corp.
Director of MiTAC Information
Technology Corp.
Director of Lien-Hwa Industrial Gases
Co., Ltd.
Director of Winbond
Electronics Co., Ltd.
Director of Taita Chemical
Company, Limited.
Director of Asia Polymer Corp.
Director of Synnex Corp.
Independent director of Cathay
Financial Holdings
Independent director of Cathay
Life Insurance
Independent director of Cathay
Century Insurance
Independent director of Cathay
United Bank.
None
None
None
Director
Evans S.W.
Tu
President of Micro Electronics
Corp.
Vice-president of MiTAC Inc.
Electrical and Control Engineering
Degree in National Chiao Tung
University
President of Synnex Technology
International Co., Ltd.
Supervisor of MiTAC Inc.
Chairman of Seper Marketing Corp.
Director of Bestcom Infotech
Corp.
Director of Synlogics Service
Corp.
Supervisor of MiTAC
Information TechnologyCorp.
None
None
None
Director
Yang,
Hsiang-Yun
Special assistant in MiTAC
International Corp.
CFO of MiTAC International
Corp.
National Taiwan University MBA
Director of Health Food Co., Ltd.
Chairman of Lian-Yuan Investment Co.,
Ltd.
Director of Tsu Fung Investment Co.,
Ltd.
Supervisor of LEF Aerospace Industry
Corp.
Supervisor of MiTAC Inc.
Supervisor of MiTAC
Information Technology Corp
Supervisor of MiTAC
Computing Technology Corp.
None
None
None
Director
Chou, T.C.
Investment special assistant to
chairman, MiTAC International
Corp.
Ph. D. of engineering, Rutgers, The
State University of New Jersey
Supervisor of Getac Technology Corp.
Supervisor of Waffer Technology Corp.
Supervisor of Intech Biopharm Corp.
Director of MiTAC Inc.
Director of MiTAC
Information Technology Corp.
Director of National Aerospace
Fasteners Corporation
None
None
None
Independent
Director
/ Yungdu Wei
Acting Director of the System
Board Internal Audit of Georgia
University
Dean of Finance & Accounting
School of Armstrong College of
Georgia
Senior auditor of Deloitte Haskins
& Sells
Director of Auditing Department,
Deloitte and Controller
President and Honorary President
of Deloitte
Director of Deloitte International
Organization
Director of Deloitte China
Chairman of United Way of Taiwan
Director of Child Welfare League
Foundation
U.S. Internal Auditor
CPA, Georgia, USA
CPA, R.O.C.
Georgia University MBA
Chairman of Yongqin Industrial
Company
Director of iron Force Industrial Co.,
Ltd.
Director of Wangsteak
Director of Sercomm Corp.
Director of VIS
Director of MiTAC Holdings
Corp.
Independent Director of Far
Eastern Department Stores
Corp
Independent Director of
Primax Electronics Ltd.
Supervisor of Chilisin
Electronics Corp.
None
None
None
Independent
Director
Yojun Jiao
Chairman of Walsin Lihwa
Corporation
Master of Electrical Engineering,
University of Washington
Bachelor of Telecommunication
Engineering, National Chiao Tung
University
Chairman and CEO of Winbond
Electronics Co., Ltd.
Chairman of NUVOTON Co., Ltd.
Director of WALSIN TECHNOLOGY
CORPORATION
Chairman of Walsin Lihwa
Corporation
Independent Director of
Taiwan Cement Co., Ltd.
Supervisor of MiTAC Holdings
Corp.
None
None
None
Independent
Director
Anping
Chang
President and Vice Chairman of
Chia Hsin Cement Corporation
Chairman of WYSE
Chairman of GIGAMEDIA
LIMITED
Chairman of China Network
Systems
Chairman of L’Hotel de Chine
Group
Chairman of WYSE (USA)
Vice Chairman of Taiwan Cement
Co., Ltd.
Executive Consultant of CITIC
President of KGI Securities
Independent Director of Fubon
Holding, Taipei Fubon Bank, and
Fubon Securities
Director of FETNet
Advanced Professional Certificate in
Institute of Business Administration
of New York University
Master of Institute of Business
Administration, New York University
Bachelor of Economics, Princeton
University
Chairman of Taiwan Cement Co., Ltd.
Chairman of China Synthetic Rubber
Co., Ltd.
Chairman of Taiwan Prosperity
Chemical Corporation
None
None
None

** Other than Evans S.W. Tu’s brother (David Tu) is appointed as the Group’s business development executive, the remaining directors, supervisors, and other executives, directors or supervisors of the company do not have spouse or consanguineous to 2nd degree relations.

Major shareholders of the corporate directors or supervisors

2017.04.09
Name of corporate director or supervisor Major shareholders of the corporate directors or supervisors*
MiTAC Inc. Lien Hwa Industrial Corp 35.24%
Synnex Technology International Corporation 18.36%
Mei-An Investment Corp. 10.54%
MiTAC International Corp. 8.69%
Tsu Fung Investment Co., Ltd. 4.40%
Matthew Feng-Chiang Miau 3.05%
Hua Cheng Construction Co., Ltd. 1.92%
Omron Corporation 1.70%
Pao Shin International Investment Co., Ltd. 1.18%
Yih FongInvestment Corp. 0.75%

16 2016 Annual Review

Information of directors and supervisors

Qualifications
Name
Concurrent post
5 years of experience in the following professions Independence status*
in the other
public listing
An instructor or higher up in a department A judge, public prosecutor, attorney, certified Having work experience in 1 2 3 4 5 6 7 8 9 10 company

of commerce, law, finance, accounting, or

public accountant, or other professional or

the area of commerce, law,
other academic department related to technical specialist who has passed a national finance or accounting, or

company business in a public or private

examination and has been awarded a certificate in

otherwise necessary for
junior college, college or university. a professional capacity that is necessary for company business.
companybusiness.
Chairman
Matthew
Feng-ChiangMiau
V V V V V V 3
Director
Evans S.W. Tu
V V V V V V -
Director
Yang,Hsiang-Yun
V V V V V V V V V V -
Director
Chou,T.C.
V V V V V V V V V -
Independent
Director
/ Yungdu Wei
V V V V V V V V V V V V 2
Independent
Director
Yojun Jiao
V V V V V V V V V V V 1
Independent
Director
AnpingChang
V V V V V V V V V V -
  • For those directors and supervisors who have met the following conditions two years prior to the election and during their tenure, please tick (“ ✓ ”) the respective box of qualification to indicate.

  • (1) Neither employees of company nor its affiliates.

  • (2) Neither a director nor a supervisor of company nor affiliates, unless the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.

  • (3) Not an individual shareholder who holds shares, together with those held by the person’s spouse, minor children, or held under others’ name, in an aggregate amount of 1% or more of the total outstanding shares of the company or ranks among the top ten shareholders who are natural person in terms of the share volume held.

  • (4) Not a spouse or relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

  • (5) Not directors, supervisors, or employees of a corporate shareholder that directly holds 5% or more of the total outstanding shares of the bank or ranks among the top 5 corporate shareholders in the terms of share volume held.

  • (6) Not directors, supervisors, or executive officer holding 5% or more shares of a specific company or institution and who also has financial or business dealings with the company.

  • (7) Not a professional, or owner, partner, director, supervisor, or executive officer and the spouse thereof of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting or consulting services to the bank or to any affiliates.

  • (8) Not a spouse or relative within the second degree of kinship within directors.

  • (9) Not any of the circumstances in the subparagraphs of Articles 30 of the Company Act.

  • (10) Not elected in the capacity of a government agency, a juristic person, or a representative thereof, as provided in the Article 27 of the Company Act.

Synnex highlights 17

  • Information on president, vice president, assistant vice president, senior executives of divisions & departments management

2017.04.09 Unit: Share/%

Title
Name
Nation
ality
Date
starts*
Shareholding Shareholding Shareholding by
Spouse/Minor
children**
Mj i d dti
Services concurrently with the other Managers who are spouse or
consanguineous to 2nd
deree
Shares
%

aor experence an eucaon
Shares
%
company g
Title
Name
Relation
ship
President
Evans S.W. Tu
ROC 1988.
9.12
36,156,381
2.17
1,587,245
0.10 President of Micro Electronics Corp.
Vice-president of MiTAC Inc.
Electrical and Control Engineering
Degree in National Chiao Tung
University
Supervisor of MiTAC Inc.
Chairman of Seper Marketing Corp.
Director of Harbinger Venture Capital
Corp.
Director of Digitimes Inc.
Director of Bestcom Infotech Corp.
Director of Synlogics Service Corp.
Supervisor of MiTAC Information
TechnologyCorp.
None
None
None
Vice-President
Beny Weii
ROC 1988.
9.12
1,854,216
0.11

137,194
0.01 Assistant Vice President of Micro
Electronics Corp.
Manager of MiTAC Inc.
Electronic Calculation Bachelor
Degree in TamkingUniversity
Chairman of E-Fan Investments Corp.
Director of Synlogics Service Corp.
None
None
None
Vice-President
James Lee
ROC 2011.
12.26
342,474 0.02
21,603
0.00 Electrical Engineering Degree in
National Joint Junior College
- None
None
None
Vice-President
Rex Shiue
ROC 2011.
12.26
383,787 0.02
-
- Manager of Unicom Electronics Co.,
Ltd.
Industrial Management Bachelor
Degree in National Taiwan
University of Science and
Technology
- None
None
None
Vice-President
Dicky Chang
ROC 2011.
12.26
1,220,507 0.07
69,731
0.00 Senior Manager of World Family
Agent of Bowne International
Library Science Bachelor Degree in
Fu Jen Catholic University
- None
None
None
Overseas
Operation CEO
Matthew
Feng-Chiang
Miau
USA 2005.
4.1
31,812,004 1.91
-
- MBA of Santa Clara University
(USA)
Electrical Engineering BSc from the
University of California at Berkeley
Chairman of MiTAC Inc.
Chairman of Lien Hwa Industrial Corp.
Chairman of Union Petrochemical Corp.
Director of Mitac Investment (Holdings)
Co., Ltd.
Chairman of MiTAC Information
Technology Corp.
Director of Getac Technology Corporation
Director of BOC Lienhwa Industrial
Gases Co., Ltd.
Director of Winbond Electronics Co., Ltd.
Director of Taita Chemical Company,
Limited
Director of Director of Asia Polymer
Corp.
Director of Synnex Corp.
Independent director of Cathay Financial
Holdings
Independent director of Cathay Life
Insurance
Independent director of Cathay Century
Insurance
Independent director of Cathay United
Bank.
None
None
None
AVP Financial
Oliver Chang
ROC 1988.
11.1
449,164 0.03
36,634
0.00 Manager of Tait Marketing &
Distribution Co., Ltd
Manager of DIMERCO
Accounting Bachelor Degree in
Soochou University
Supervisor of E-Fan Investments Corp.
Supervisor of Seper Marketing Corp.
None
None
None
  • Date started indicate the date on board, no indication will be made if however the title changed during the period.

** All shares are registered under stockholders’ own name.

18 2016 Annual Review

Remuneration to directors, supervisors and executive officers and employees’ bonus

Remuneration Policy

The Company has established the Remuneration Committee to determine and review the performance evaluation and remuneration policy, system, standard, and structure for directors and the management. The performance evaluation and remuneration for directors and the management is conducted by referring to the payment standard of the industry and considering its reasonable link to personal performance, corporate operating performance, and future risk.

Director’s remuneration

Director’s Director’s remuneration remuneration remuneration remuneration remuneration
2016
Unit: %/inNTD thousand
Title Name Ratio of total
remuneration
(A+B+C+D)
Ratio of total
remuneration
Directors remuneration* Relevant remuneration rec eived by directors who are also employees*
Earnins Salar bonus
Pension and
Suerannuation
Employee bonus
distribution(G)***
Emloee
Restrict
Compensation
paid to directors
from an
invested
Remuneration
(A)
Pension and
superannuation
(B)
g
distribution
(C)
***
Business
execution
(D)

to net income
(%)
y,
and special
disbursement
(E)
p
(F)
*
Cash
dividends
Stock
dividends
py
share
subscription
warrants (H)

employees'
rights shares
(I)
(A+B+C+D+E+F+G)
to net income (%)
company other
than the
Company’s
subsidiary*
Chairman Matthew
Feng-ChiangMiau
- - 6,000 704 0.14 1.57 -
Director Evans S.W.Tu
Director Yang,
Shih-Chien**
Director Charles H.S.
Ching**
Director Chou,T.C.*** 66,480 3,320 - - - -
Director Yang,
Hsiang-Yun***
Independent
Director
Yungdu Wei
Independent
Director
Yojun Jiao
Independent
Director
Anping Chang
  • The Company’s remuneration paid to directors and relevant remuneration received by directors who are also employees is consistent with the subsidiaries in the financial report.

  • ** It is the representative of Mitac Computer Co., Ltd. and the term was expired on June 11, 2015.

  • *** Representative of MiTAC Inc.

*** This amount is estimated as the remuneration to directors for 2016 has not yet been approved by the shareholders’ meeting. Relevant remuneration received by directors who are also employees is calculated based on the amount actually paid last year. Therefore, this is an estimated amount.

  • **** Proposed appropriation, not actually paid.

Synnex highlights 19

Remuneration to the president and vice-president

2016

Unit: %/in NTD thousand

Bonus and Employee bonus distribution(D)** Employee bonus distribution(D)** Ratio of total Employee Compensation from
Salary(A) Pension and special remuneration
share
an invested company
Title Name ** Superannuation
disbursement
Cash Stock
(A+B+C+D) to

subscription
other than the
(B) and **
(C)**
dividends*** dividends***
net income (%)

warrants**
Company’s
subsidiary**
President Evans S.W. Tu* 95,840 4,786 - - - 2.06 - -
Overseas
Operation CEO
Matthew
Feng-Chiang
Miau*
Vice-President BenyWeii
Vice-President James Lee
Vice-President DickyChang
Vice-President Rex Shiue
  • The cost of transportation vehicles is NTD 9,160 thousand with a book value of NTD 5,733 thousand.

** The Company’s remuneration paid to President and Vice President and relevant remuneration received by President and Vice President is consistent with the subsidiaries in the financial report.

*** Relevant remuneration received by President and Vice President for 2016 is calculated based on the amount actually paid last year and has not yet been approved by shareholders’ meeting. ** Proposed appropriation, not actually paid.

Name and distribution status of the managers for distribution of employee bonus

2016 Unit: %/in NTD thousand

Stock dividends Cash dividends* Ratio of total remuneration to
Title Name Amount Amount Total net income(%)
Manager President Evans S.W. Tu - - - -
Overseas Operation CEO Matthew Feng-ChiangMiau
Vice President BenyWeii
Vice-President James Lee
Vice-President DickyChang
Vice-President Rex Shiue
AVP-Finance Oliver Chang
TreasuryManager Grace Huang
  • Relevant remuneration received by managers for 2016 is calculated based on the amount actually paid last year and has not yet been approved by shareholders’ meeting.

20 2016 Annual Review

3) Implementation of Corporate Governance

Information on implementation of Board of Directors

As of April 30, 2017 the Board of Directors (A) has convened 6 meetings, and the records of attendance by directors and supervisors are shown below:

Title Name Attendance in
person(B)
Attendance by
proxy
Actual attendance
rate(%) [B/A]
Note
Chairman Matthew Feng-Chiang Miau 10
0
100.00%
Director Representative of MiTAC Inc.: Yang,
Hsiang-Yun
10
0
100.00%
Director Representative of MiTAC Inc.: Chou, T.C 10
0
100.00%
Director Evans S.W. Tu 10
0
100.00%
Independent Director Yungdu Wei 10
0
100.00%
Independent Director Yojun Jiao 9
1
90.00%
Independent Director Anping Chang 7
2
70.00%

Other noteworthy matters:

  • I. Where one of the following requirements is met in the operation of the Board of Directors, the date of the meeting, the term, the contents of the proposal, the opinions of all the independent directors, and the methods for dealing with the opinions shall be described.

  • (1) Article 14-3 of the Securities Exchange Act: See the table below.

  • (2) In addition to the matters mentioned above, Board resolutions that independent directors have expressed opposition or qualified options and have been noted in the record or declared in writing: None.

  • II. Avoidance of Conflict of Interest by Directors: None.

  • III. Assessment of objectives and implementation status in the area of strengthening the powers of the board of directors for the current and immediately past years will be carried out (set up audit committee and improve transparency of information): None.

Board meetingterms/date Proposal andprocessing
1stmeeting 2016 Synnex purchased the shares of Bestcom Infotech Corp.
March 01, 2016 Independent directors’ opinion: None
Processing of independent directors’ opinion: None
Since Director Evans S.W. Tu was the Director of Bestcom Infotech Corp., he summarized his stakes in this matter and left
the meeting to avoid exercise of the voting right.
Resolution: Except for the director who had stakes in this matter and left the meeting to avoid the solution, the Chairman
asked the rest directors for their opinions and all thepresent directors approved theproposal.
2ndmeeting 2016 1. Audit of the manger transfer.
March 14, 2016 2. Release of the 2015 remuneration to the employees and directors.
3. 2015 issue of new stocks to increase the capital by earnings.
4. Increase of the loan limit to support Seper Marketing Corp.
Independent directors’ opinion: None
Processing of independent directors’ opinion: None
Resolution: Theproposal was approved byall thepresent directors.
3rdmeeting 2016 1. Share exchange between Synnex and Bestcom Infotech Corp.
April 27, 2016 2. Change of the Synnex’s current CPA and assessment of the new CPA for his/her independence and competence.
3. The subsidiary Synnex Global Ltd. increasing the capital by NSD 100 million at phases.
4. Loans to the subsidiary Synnex Global Ltd.
Independent directors’ opinion: None
Processing of independent directors’ opinion: None
Resolution: Theproposal was approved byall thepresent directors.
6thmeeting 2016 Planning of 2017 manager’s remuneration.
November 14, 2016 Since Chairman Matthew Feng-Chiang Miau and Director Evans S.W. Tu serve as the mangers concurrently, they
summarized their stakes in this matter and left the meeting to avoid exercise of the voting right.
The Chairman designated Independent Director Yungdu Wei as his deputy to preside over the meeting..
Resolution: Except for the directors who had stakes in this matter and left the meeting to avoid the solution, the Deputy
Chairman asked the rest directors for their opinions and all thepresent directors approved theproposal.

Synnex highlights 21

Information on operation of Audit Committee

As of April 30, 2017, the Board of Directors (A) has convened 10 meetings, and the records of attendance by directors and supervisors are shown below:

Title Name Attendance in
person(B)
Attendance by
proxy
Actual attendance
rate(%) [B/A]
Note
Independent Director Yungdu Wei 10
0
100.00% Convener
Independent Director Yojun Jiao 9
1
90.00% -
Independent Director Anping Chang 6
3
70.00% -

Other noteworthy matters:

  • I. Where one of the following requirements is met in the operation of the Audit Committee, the date of the meeting, the term, the contents of the proposal, the opinions of all the independent directors, and the methods for dealing with thee opinions shall be described.

  • (1) Article 14-5 of the Securities Exchange Act: See the table below.

  • (2) In addition to the matters mentioned above, resolutions that did not approved at the Audit Committee meeting but agreed by 2/3 of all the directors: None.

  • II. Where any independent director is involved in the implementation of recusal with respect to any proposal, the name of the director, the contents of the proposal, the reason of the recusal, and participation in the voting: See the table below.

  • III. Communication among the independency directors, internal auditing manger and CPA (including substantial matters regarding the financial and business conditions of the Company and the methods as well as results of the communication):

  • (1) The internal auditing manager of the Company has regular communication with Audit Committee members to understand the result of the audit, and reports at the quarterly meeting of the Audit Committee. A report will be given at any time when any special circumstances occur. No such special circumstances occur in 2016. The Audit Committee of the Company communicates with the internal audit manager very smoothly.

  • (2) The CPA of the Company reports the audit and enquiry results of the current financial statements and other communication affairs required by relevant laws and regulations at the quarterly meeting of the Auditing Committee. A report will be given at any time when any special circumstances occur. No such special circumstances occur in 2016. The Audit Committee of the Company communicates with the CPA very smoothly.

Audit Committee meeting Proposal and processing
term/date
1stmeeting 2016 Synnex purchased the shares of Bestcom Infotech Corp.
March 01, 2016 Independent directors’ opinion: None
Processing of the independent directors’ opinion: None
Resolution: All thepresent members approved theproposal and submitted it to the Board of Directors for discussion.
2ndmeeting 2016 1. Approval of the Internal Control Statement.
March 14, 2016 2. Audit of the manger transfer.
3. 2015 financial account book
4. 2015 issue of new stocks to increase the capital by earnings.
5. Increase of the loan limit to support Seper Marketing Corp.
Independent directors’ opinion: None
Processing of independent directors’ opinion: None
Resolution: All thepresent members approved theproposal and submitted it to the Board of Directors for discussion.
3rdmeeting 2016 1. Share exchanges between Synnex and Bestcom Infotech Corp. Resolution:
April 27, 2016 According to the fairness opinion issued by independent experts, the price of the share exchange is NTD 18 per share and
falls in the fair price range that the independent experts recommend. Therefore, the share exchange price is appropriate and
reasonable. As for the provisions of the share exchange agreement with respected to this share exchange proposal, all the
requirements are established according to law, and do not contain any agreements that are obviously adverse to the
Company or the shareholders of the Company. The share exchange agreement shall be deemed meeting the principle of
fairness. All the present members approved the share exchange proposal without objections in comprehensive consideration
of its fairness and reasonableness and the possible benefits that it may produce for the Company.
2. Change of the Synnex’s current CPA and assessment of the new CPA for his/her independence and competence.
3. The subsidiary Synnex Global Ltd. increasing the capital by NSD 100 million at phases.
4. Loans to the subsidiary Synnex Global Ltd.
Independent directors’ opinion: None
Processing of independent directors’ opinion: None
Resolution: All thepresent members approved theproposal..

22 2016 Annual Review

Operations of Remuneration committee

  1. There are 3 members of the Remuneration committee.

  2. Current term of the Remuneration committee: 2015.6.12 ~ 2018.6.11; as of April 30, 2017, the Remuneration committee (A) has convened 2 meetings. The qualifications and the records of attendance of committee members are shown below:

Title Name Attendance in
person(B)
Attendance
by proxy
Actual attendance
rate(%) [B/A]
Note
Convener Yojun Jiao 3
1
75.00% -
Committee Member Yungdu Wei 4
0
100.00% -
Committee Member Anping Chang 4
0
100.00% -

Other noteworthy matters:

  1. If the Board does not accept or amend the proposals of the Remuneration committee, clearly state the date, term, agenda, and resolution of the board and the Remuneration committee’s opinion processed by the Company

  2. (If the remuneration compensation approved by the Board is greater than the Remuneration committee’s proposal, state the circumstances and reasons for the differences): None

  3. If the committee members have objections or qualified opinions to matters resolved by the Remuneration committee documented or written, state the Remuneration committee date, term, agenda, the opinions of the members, and the process of the opinions: None

Information on Remuneration committee members

Identity Qualifications Note**

5 years of experience in the following professions
Independence status*
An instructor or higher up in a A judge public prosecutor attorney Having work 1 2 3 4 5 6 7 8 Act as

department of commerce law finance
, , ,
certified public accountant or other

experience in the area
Remuneration
, , ,
accounting, or other academic
,
professional or technical specialist who has

of commerce, law,
committee

department related to company

passed a national examination and has been

finance or accounting
Member of other

business in a public or private junior

awarded a certificate in a professional
,
or otherwise necessary
public companies

college, college or university.

capacity that is necessary for company

for company business.
Name
business.
Independent
Director

Yungdu Wei
V V V V V V V V V
9
-
Independent
Director

Yojun Jiao
V V V V V V V V V V
1
-
Independent
Director

Anping
Chang
V V V V V V V V V
-
-
  • Remuneration committee members are subject to the following conditions for two years before being elected and during tenure:

(1) Neither employees of company nor its affiliates.

(2) Neither a director nor a supervisor of company nor affiliates, unless the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.

(3) Not an individual shareholder who holds shares, together with those held by the person’s spouse, minor children, or held under others’ name, in an aggregate amount of 1% or more of the total outstanding shares of the company or ranks among the top ten shareholders who are natural person in terms of the share volume held.

(4) Not a spouse or relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

(5) Not directors, supervisors, or employees of a corporate shareholder that directly holds 5% or more of the total outstanding shares of the bank or ranks among the top 5 corporate shareholders in the terms of share volume held.

(6) Not directors, supervisors, or executive officer holding 5% or more shares of a specific company or institution and who also has financial or business dealings with the company.

(7) Not a business owner, partner, director, supervisor, manager, and their spouses of professionals, proprietors, partners, corporations, or institutions providing business, legal, financial, and accounting services to the company or its associated companies.

(8) Not any of the circumstances in the subparagraphs of Articles 30 of the Company Act.

Synnex highlights 23

  • The current status of corporate governance and its comparison against the Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies and its reasons
Execution Comparison against the Corporate
Assessment Items Yes No Governance Best-Practice Principles for
Summary TSEC/GTSM Listed Companies and its
reasons
I.
Does the Company base on the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies” to set up and
disclose the Company’s corporate governance
best-practiceprinciples?
V The Company intends to setup and disclose the “Corporate Governance Best-Practice
Principles” in 2016.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”
II.
Structure of the Company’s shareholders and
equities
(I)
Does the Company have the internal procedures
regulated to handle shareholders’ proposals, doubts,
disputes, and litigation matters; also, have the
procedures implemented accordingly?
(II) Does the Company keep track of the major
controlling shareholders as well as their ownership
structure?
(III) Are the firewall and risk control mechanism to
reduce the risks involved with the Company’s
related companies?
(IV) Does the Company set up internal norms to prohibit
the insiders from utilizing the undisclosed
information to trade securities?
V
V
V
V
(I)
The Company intends to setup the “Procedures for Handling Material Inside
Information” in 2015 for compliance. In addition, the company has a
spokesperson system established to properly handle the shareholders’ proposals,
doubts, disputes, and litigation matters.
(II) Our company is able to keep track of the major controlling shareholders as well
as their ownership structure; shareholding of the directors, supervisors and major
shareholders are filed on the monthly basis in accordance with Securities and
Exchange Act.
(III) The company has established and implemented the related system in accordance
with the governing law and regulations and the internal control system. In
addition to actually handling the self-inspection process, the Board of Directors
and management also regularly and occasionally review the self-inspection
results of each department and the audit reports of the audit unit, substantiate the
company’s internal control system, establish profound financial, operational, and
accounting management system and strengthen the management of the affiliated
companies in accordance with the relevant provisions for the public companies,
and implement the necessary control mechanism in order to reduce operational
risk. Rules of financial and business operation with the related companies are
based on fair and reasonable principle.
(IV) The company has the code of conduct setup to prohibit the insiders of the
company from utilizing the undisclosed information to trade securities.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”
III. Board composition and responsibilities
(I)
Does the Board of Directors have diversified
policies regulated and implemented substantively
according to the composition of the members?
(II) Does the Company, in addition to setting the
Remuneration Committee and Audit Committee
lawfully, have other functional committee set up
voluntarily?
(III) Does the Company have the performance evaluation
rules and methods for the Board of Directors
regulated and have the performance evaluation
performed regularly every year?
(IV) Is the independence of auditors regularly assessed?
V
V
V
V
(I)
The Company has stipulated in the Articles of Association to have 2-3
independent directors appointed in accordance with Article 14.2 of the Securities
Exchange Act. In addition, it is stated in the Articles of Association to have the
independent directors elected by nomination in accordance with Article 192.1 of
the Company Law. The aforementioned amendment to the Articles of Association
was resolved in the Company’s 2011 General Shareholders’ Meeting. The
Company’s independent directors were elected in 2012. The education and
experience, professionalism, and independence of the three independent directors
are in conformity with Article 2, 3, and 4 of the Rules Governing the
Appointment of Independent Directors by Public Companies and Compliances;
also, Article 192.1 Paragraph 4 of the Company Law.
(II) The company is committed to pursue corporate governance and to strengthen the
mechanism of organization and operation continuously. The Remuneration
Committee was formed in 2012 The Audit Committee will be established in
2015; also, more functional committees will be planned continuously in the
future.
(III) The Board Chairman is the Chairman of the Company. The promotion of the
business strategy is executed by the professional management. The
responsibilities of the Board of Directors include supervision, appointment, and
guide the company’s management; also, responsible for the company’s overall
operations, improving the supervision mechanism and strengthening the
management capabilities. However, a formal board performance evaluation
method and assessment method is not yet established, which will be established
in the future according to the actual practice in order to protect shareholders’
interests.
(IV) The company has the independence of the CPA assessed regularly and annually;
also, considered whether it is necessary to have the CPA replaced. The
appointment of the CPA is resolved by the Company’s Board of Directors; also,
there is not a conflict of interest and it is a reputable accounting firm in Taiwan;
therefore,the independence andprofessionalism of the CPA is not in doubt.
(I)
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles
for TWSE/GTSM Listed
Companies”.
(II) For the consideration of the law and
regulations or the actual operations,
if any, it is to be handled in
accordance with the “Corporate
Governance Best-Practice Principles
for TWSE/GTSM Listed
Companies” and the related law and
regulations.
IV. Do listed and OTC companies set up designated
(concurrent) company governance units or personnel
responsible for the governance-related matters of the
company (including but not limited to providing
required materials for directors and supervisor to do
their duties, dealing with matters related to the Board
and shareholders’ meetings according to laws,
dealing with company registration and its change,
preparing the minutes of the Board and shareholders’
meetings)?
V The Company has designated personnel responsible for the governance-related matters
including providing required materials for the Board of Directors and independent
directors to do their duties, dealing with matters related to the Board and shareholders’
meetings according to laws, dealing with company registration and its change,
preparing the minutes of the Board and shareholders’ meetings.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”

24 2016 Annual Review

V.
Does the Company have established a
communication channel for the stakeholders
(including but not limited to shareholders,
employees, customers, and suppliers), set up the
stakeholder column on the Company’s website, and
responded to the stakeholders regarding their
concerns over corporate social responsibilities?
V The Company has set up the stakeholder column and disclosed the contact phone
number and person to respond to the stakeholders appropriately.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”
VI. Does the Company have commissioned a
professional stock affairs service agent to handle
shareholders affairs?
V The company commissions China Trust Commercial Bank to handle the shareholders’
meeting related matters.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”
VII. Information disclosure
(I)
Does the company have a website setup for the
disclosure of relevant information on financial
status and corporate governance?
(II) Are there other methods adopted to disclose
information (i.e., Set up English website, designate
a person engage in gathering and compiling the
Company’s information, implement spokesperson
system, display company website during meeting
with institutional investors.)?
V
V
(I)
The Company has set up a website (http://www.synnex-grp.com.tw) to disclose
relevant information on financial status and business.
(II) As required, relevant information of the Company has been disclosed in “Market
Observation Post System” for the understanding and inquiry of the investors.
(III) The company has a spokesman and a deputy spokesman appointed.
(IV) The Company has the corporate governance information disclosed in the
“Investor Relations” section on the Company’s website with the information
updated in a timely manner.
(I)
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles
for TWSE/GTSM Listed
Companies”.
(II) For the consideration of the law and
regulations or the actual operations,
if any, it is to be handled in
accordance with the “Corporate
Governance Best-Practice Principles
for TWSE/GTSM Listed
Companies” and the related law and
regulations.
VIII. Are there other important information (including
but not limited to the interests of employees,
employee care, investor relations, supplier relations,
the rights of stakeholders, the continuing education
of directors and supervisors, the implementation of
risk management policies and risk measurement
standards, the execution of customer policy, the
purchase of liability insurance for the Company’s
directors and supervisors) that are helpful in
understanding the corporate governance operation
of the Company?
V (I)
Employee benefits:
We firmly believe that staff is the driving force of business growth; therefore, the
company appreciates the importance of employee benefits; also, is committed to
fulfill all the legal rights and interests of employees.
1. System: (1) Labor and health insurance, pension appropriation, employee
education and training, employee health seminars from time to time; (2)
Continuing to provide employees with a variety of benefits, such as: a life
insurance with a coverage of at least NTD3 million (far better than the general
business), free health checkup, weddings, funeral, and maternity benefits,
interest-free loans, external training subsidies, etc.
2. Implementation: (1) Statutory rights and interests of employees are handled
according to law; (2) Various employee benefits are handled by the designated
personnel; (3) The group insurance has provided sufficient coverage to the
employees who had suffered severe injuries or sickness in the recent years
with 3-5 years of economic security provided. Considering the needs of the
employee’s families for insurance coverage, the company provides the
employees and their families with preferential “Vanity” life insurance and
accident insurance policy.
(II) Investor Relations: The company insists on the principle of integrity and
information disclosure fairness; also, exercises corporate governance
transparency, regularly publishes company operational and financial information
to the shareholders, and sets the spokesman and deputy spokesman system to
fulfill the company’s information disclosure responsibility and obligations of the.
(III) Supplier relationships and the rights of interested parties: The company and its
suppliers have maintained a long-term close relation of cooperation.
(IV) Advanced study of the directors and supervisors: The Directors and Supervisors
of the Company have a background in industry and have the advanced studies
disclosed in the “MOPS” for the reference of the shareholders and investors. The
2014 advanced studies are disclosed in the attachment.
(V) Implementation of risk management policies and risk measurement: Internal
regulations are stipulated accordingly for risk management and assessment.
(VI) The recusal of the interested directors: The Directors of the Company must be
recused from voting on any motions in conflict with.
(VII)
Implementation of the customers’ policies: The company and its customers
remained a stable and good relationship to create profits for the company.
(VIII) The purchase of liability insurance for the directors and supervisors: The
Company has acquired liability insurance for our directors and supervisors in
accordance with the “Corporate Governance Best-Practice Principles for
TWSE/GTSM Listed Companies” and it has been disclosed in the “MOPS.”
Insured subject
Insurance
company
Insured amount
(NTD: Thousand)
Insurance period
All directors and
supervisors
Fubon Insurance
Co.,Ltd.
608,272
09.01.2015 ~
09.01.2016
All directors and
supervisors
Fubon Insurance
Co.,Ltd.
656,860
09.01.2016 ~
09.01.2017
(IX) The directors and supervisors of the Company have fulfilled responsibilities
truthfully and exercised power in good faith.
(X) The Company has the “Rules of Procedure for Board of Directors Meeting”
stipulated and implemented.
(XI) The Company’s board meeting has been convened quarterly at least to strengthen
corporategovernance.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”

Synnex highlights 25

IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and IX. The companies shall describe the improvements made according to the last corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Securities Exchange and
the measures to be enhanced in the first priority for the matters that have not been improved (not applicable to the companies that are not incorporated in the evaluation). The Company was ranked
in the Top 21%~35% in the result of the 2ndcorporate governance evaluation (Year 2015). The improvements that the Company has made and the measures to be enhanced in the first priority for
the matters that have not been improved with respect to the 3rdcorporate governance evaluation are described below.
Improved
Measures to be enhanced
in the first priority for the
Indicator Description (Y/N)
matters that have not been improved
Equity maintenance 1.14 Does the annual report of the Company disclose the review of how the
Y
Faire to shareholders resolution of the regular shareholders’ meeting is implemented?
2.8 Does the Company upload the annual report of English version 7 days before
N
The internal and external
resources for making English
convention of the regular shareholders’ meeting? annual report have not been completely prepared 7 days
before convention of the regular shareholders’ meeting.
The English annual report is simultaneously uploaded to
MOPS and the website of the Company.
Enhancement of the 3.15 Does the Company disclose its established corporate governance code?
Y
structure and operation of
3.16
Does the Company establish and disclose the diversification policy of board
N
The Company has amended the corporate governance
the Board of Directors of directors? code. Enhancement will be carried out with respect to
individual directors to implement the diversification
policy of board of directors.
3.17 Does the Company disclosed the established ethical corporate management
Y
code and corporate social responsibility code?
3.30 Does the Company’s Board of Directors assess the CPAs for their
Y
independence on a regular basis (at least once a year) and disclose the
assessmentprocedure in the annual report?
Improvement of 4.13 Does the Company disclose the name list of the principal shareholders,
Y
information transparency including the shareholders with a stake of 5 percent or more or the name of
the Top10 shareholders,in the annual report and on the website?
Fulfillment of corporate 5.1 Does the Company establish CSR policies, systems, or relevant management
Y
social responsibility guidelines, make concrete implementation plans and results, and disclose
them in the annual report or on the website of the Company?
5.3 Does the Company establish a designated (concurrent) CRS unit and describe
Y
the operation and implementation status of the unit in the annual report?
5.9 Does the Company disclose employee welfare measures, retirement systems,
Y
and their implementation status in the annual report?
5.10 Does the Company disclose the working environment of the employees and
Y
personal safety protection measures in the annual report?
5.12 Does the Company establish a system for reporting illegal (including
N
Regulations has not been
established but in progress.
corruption) and immoral behaviors of any internal and external personnel, and
comprehensivelydisclose it on the website of the Company?
Education of directors and supervisors
Director and Supervisor
Educational institutions
Course title Training period Credit hours
Director Matthew
Taiwan Institute of Directors
Reversal of competitiveness – International situation and 2016.03.08 3
Feng-Chiang Miau solution after COP 21.
Director Matthew
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
Feng-Chiang Miau prospective application of the block chain in global
industries
Director Evans S.W. Tu
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
prospective application of the block chain in global
industries
Representative of Chou, T.C.
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
corporate director prospective application of the block chain in global
industries
Representative of Hsiang-Yun Yang
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
corporate director prospective application of the block chain in global
industries
Independent Director Yungdu Wei
Taiwan Institute of Directors
Major controversial cases about responsibility of the 2016.03.04 3
supervisors for financial statements
Independent Director Yungdu Wei
Taiwan Academy of Banking and Finance
Corporate governance forum – Wealth management and 2016.04.13 3
tax saving planning for high asset groups
Independent Director Yungdu Wei
Taiwan Institute of Directors
Risk management, internal control, and information 2016.06.29 3
management practices
Independent Director Yungdu Wei
Taiwan Institute of Directors
Practical operation of independent directors and function 2016.07.29 2
committees
Independent Director Yungdu Wei
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
prospective application of the block chain in global
industries
Independent Director Yungdu Wei
ROC Securities and Futures Institute
International and domestic anti-avoidance development 2016.12.06 3
and responses to be taken by enterprises
Independent Director Anping Chang
ROC Securities and Futures Institute
The prospect of the economy in Taiwan and the 2016.09.07 3
prospective application of the block chain in global
industries
Independent Director Yojun Jiao
Taiwan Institute of Directors
Leadership in an innovative epoch – Industrial innovation 2016.09.03 3
from the viewpoint of IoT,cloud service,and bigdata

26 2016 Annual Review

Performance of Social Responsibilities

Comparison against the Corporate
Execution
Governance Best-Practice Principles
Assessment Items Yes No Summary
for TSEC/GTSM Listed Companies
and its reasons
I. Exercising corporate governance
(I) Has the company declared its corporate social
responsibility policy and examined the results of the
implantation?
(II) Does the Company have the CSR education and
training arranged on a regular basis?
(III) Does the Company have a specific (or part-time)
unit set up to promote corporate social
responsibility, have the management authorized by
the Board of Directors to handle matters and report
the processing results to the Board of Directors?
(IV) Does the Company have a reasonable salary and
remuneration policy setup, have the employee
performance evaluation system combined with
corporate social responsibility policies, and have a
clear and effective reward and punishment system
established?
V
V
V
V
(I) The company's corporate social responsibility policy is promulgated in accordance with
"Synnex values" and has formed part of corporate culture. The complete "Synnex's
values" (enacted in 1988) is as follows:
1. Maintaining the interests of employees and shareholders is our responsibility. We will
handle each other’s interests based on honest and fair principles.
2. We concentrate on establishing a good corporate culture so as to allow employees
opportunities to realize their full potential within the company's business philosophy
and organizational strategies.
3. We are dedicated to the principles of integrity and highest business ethics, we do not
provide incentive to others to violate the employer or the company's interests while do
not allow our employees to receive the incentive.
4. To us, contribute to the society or the industry is our obligation and mission.
5. Our belief: win trust is an honor and responsibility; accept criticism with grace is seen
as wisdom and courage.
(II) The company has education and training courses arranged for the new recruits on the day
they report to work with the company’s business operation and philosophy advocated,
including the concept of corporate social responsibility. Advocate positive viewpoint
with a subtle effect through long-term internal education and training of Synnex EMBA
articles and Synnex conceptual phrases.
(III) The Company established the CSR Work Team in 2015 with the President designated as
the convener. The promotion of corporate social responsibility is to be coordinated by
the Human Resources Quality Management Department of the President's Office. Four
work teams were formed on the subject with a competent director and employees of
each department elected to fulfill the responsibilities. The CSR Work Team is
responsible for coordinating, managing, and implementing the CSR policies and
activities of Synnex; also, it is responsible for preparing and publishing the annual CSR
report.
(IV) The company sets a reasonable remuneration policy with the considerations of external
market, internal fairness, and reasonableness; also, based on the operational goals and
individual performance. The annual gross income reflects individual contribution fairly
and truthfully. The company had integrity and fairness disclosed in the company’s
sense of value when the company was founded, protecting the interests of staff and
shareholders, upholding the highest business ethics, and not infringing the company’s
interests for any personal gains. Each employee commits to comply with the integrity
rules with a contract and integrity commitment letter signed; also, the rewards and
penalties system is set to clearlyregulate the code of conduct.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
II. Fostering a sustainable environment
(I) Does the company endeavor to utilize all resources
more efficiently and uses renewable materials which
have a low impact on the environment?
(II) Does the Company establish proper environment
management systems based on the characteristics of
their industries?
(III) Does the Company monitor the impact of climate
change on its operations and should establish company
strategies for energy conservation and carbon and
greenhouse gas reduction?
V
V
V


(I) The company endeavors to utilize all resources more efficiently and uses renewable
materials which have a low impact on the environment.
1. Reuse of recycled packaging materials.
2. Promote paperless operations, such as use electronic signature system to reduce paper
consumption and reach the goal of energy conservation and carbon and greenhouse
gas reduction.
(II) Though Synnex is a distributor of 3C products instead of highly polluted industry, but
we devote to fulfill environmental responsibility based on the faith that earth is part of
our life.
(III) The Company engages in consumer electronics products channel sale that is not a
high-polluting industry. The carbon dioxide emissions are mainly generated by the
vehicles used by the operations center. The carbon dioxide emissions are calculated
according to the vehicle mileage. A total of 1,084 metric tons of carbon dioxide
emission was generated by vehicles in 2013 and 1,104 metric tons in 2014. For the
replacement of old vehicles, the vehicles that meet the fifth emission standard are used
to reduce the impact of vehicles on environmental protection. The strategies that the
Company established for energy conservation and carbon and greenhouse gas reduction
are as follows:
1. Main engine of air conditioner cannot be started when office temperature below 26°C.
2. Air conditioner switched off at 7:30PM.
3. All lamps used in the manufacturing plant are T5 energy saving fluorescent lamp and
single fluorescent lamp.
4. All distribution vehicles must turn off engine when parked in the plant site, and air
conditioner is disallowed at low speed.
5. Promote use of the stairs and skipthe use of elevators.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.

Synnex highlights 27

III. Preserve public welfare
(I) Does the Company have the relevant management
policies and procedures stipulated in accordance
with the relevant laws and regulations and
international conventions on human rights?
(II) Does the Company have the complaint mechanism
and channel established for employees and have it
handled properly?
V
V
(I) The Company treats employees with good faith, and protects employees legitimate rights
based on Labor Standard Law, International Human Right Pact, and the management
policies stipulated in accordance with the governing law and regulations; in addition,
labor meetings are held regularly to open door for communication between employers
and employees so as to establish understanding and promote harmony. Gender equality is
respected in the Company, sexual harassment prevention rule has been scheduled, and
provide job opportunities for disabilities to allow same career development as if they are
normal people.
(II) The company has a staff suggestion box setup to collect opinions from the employees
that will be handled and replied by the designed personnel.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
(III) Does the Company provide safe and healthy work
environments for its employees, and organize
training on safety and health for its employees on a
regular basis?
(IV) Does the Company establish regular communication
mechanisms for employees, and have employees
notified in a reasonable manner of any changes that
may have a significant impact on them?
(V) Does the Company develop an effective career
capacity training program for the employees?
(VI) Does the Company establish the relevant consumer
protection policies and complaint procedures in the
sense of R&D, procurement, production, operations,
and service processes?
(VII) Does the Company market and label the products
and services in accordance with the relevant
regulations and international norms?
V
V
V
V
V
(III) The company values employee’s safety and mental and physical health, is dedicated to
improving the working environment, enhancing employee’s safety and health
awareness, and stipulating the relevant management mechanisms with the mode of
operation illustrated as follows:
1. Work environment and employee safety protection
(1) The company constructs a safe and healthy workplace, regularly maintains and
improves equipment; office computer with low blue screen is selected to provide
employees with comfortable, healthy, and friendly office equipment.
(2) The company’s workplaces are covered with the public liability insurance and the
public safety equipment inspection of the building and firefighting plan is
reported to the competent authorities lawfully. Moreover, the fire management
personnel qualification license and certificate is acquired; the workplace
firefighting plan is stipulated, and the workplaces firefighting equipment safety is
maintained.
(3) Appoint safety and health personnel; also, arrange safety and health education and
training.
2. Employee health enhancement
(1) The company has full-time nurses appointed to provide employee with health
counseling; also, to arrange health seminars with physicians invited to share
health information with the employees, to provide proper health management
knowledge, and to reinforce employee’s awareness of health.
(2) Arrange regular free health checkup and the nurses are to provide necessary
assistance in tracking any abnormality, provide excellent healthcare, and to
safeguard employee’s health.
(3) Arrange sports events and health promotion competition; also, encourage
employees to pay attention to their own health.
(4) Provide shoulders and necks pressure relief massage service from time to time in
order to improve the stiffness after a long hour of sitting in office and to improve
blood circulation.
(IV) The Company holds regular labor meetings to provide channels of communication
between employers and employees, build consensus, and promote harmonious labor
relations; it also, communicates messages by e-mail occasionally.
(V) The company firmly believes that: “Good employees make a good department; a good
department makes a good company.” Plan professional job training and construct a
knowledge management system for autodidacts since the new recruits reporting to
work so the employees can continue to grow with their professional skills enhanced. In
addition, schedule reports and integrate reading in each stage of the career
development in order to help employees enhance career skills through the systematic
practice.
(VI) The Company is an agent and is mainly to serve consumers in accordance with the
service specifications of the manufacturers and government laws and regulations.
Synnex e-city website Customer Service Box and Service Hotline are provided to
control, care for, and handle the interests of consumers and the satisfaction of post-sale
service.
(VII) The company has the marketing and labeling of products and services handled in
accordance with the commodity labeling law and the information, communications
(3C) label standard and other requirements published by the Department of Commerce
MOEA so that consumers can understand theproducts fully.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
(VIII) Does the Company check the suppliers in advance
for any records of impacting the environment and
society?
V (VIII) Regarding the implementation of environmental and corporate social responsibility, in
addition to strengthening corporate self-management, in terms of selecting partners,
the company’s focus is not on profits but in fulfilling corporate social responsibility
as an important indicator for long-term cooperation. In evaluating vendors’ fulfilling
their social responsibility, the company mainly evaluate the following items:
1. “Integrity management, clean transaction”
Link with the vendors and customers through our role as an agent to jointly create a
harmonious and pure trading environment. In addition to honor the commitment to
integrity, the company shall also comply with the Electronic Industry Code of
Conduct and related laws and regulations as a law-biding and practical enterprise.
2. “Green environment, energy recycle”
Request the manufacturers and suppliers to comply with the requirements of EU
environmental norms and national environmental laws and regulations; also, aim for
a sustainable development and expand the overallgreen supplychainperformance.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.

28 2016 Annual Review

(IX) Does the contract signed by the Company with the
major suppliers entitle the Company to have the
contract cancelled or terminated at any time when
the suppliers violate the CSR policies that have a
significant impact on the environment and society?
V (IX) Currently the agreement of having a contract terminated or cancelled while violating the
“Corporate Social Responsibility Policy” is not signed by all the trade partners of the
company; however, the company is now actively promoting it in order to achieve the
goal of having the company and suppliers worked together to enhance corporate social
responsibility.
Disclose when there is regulatory or
actual requirement.
IV. Enhancing information disclosure
(I) Does the Company have the relevant and reliable CSR
information disclosed on the Company’s website
and MOPS?
V The Company had the CSR section setup on the website with the first 2014 CSR report
published at the end of 2015 and uploaded on the Company’s website and MOPS. The
annual CSR report will be published in the following year for the reference of the
stakeholders with the contact information provided as a communication channel with the
stakeholders.
In compliance with the “Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM listed
companies”.
V. If the Company has established corporate social responsibility principles based on “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM listed companies”, please describe any
discrepancy between the principles and their implementation:
The implementation of the Company’s CSR is described below. In addition, please refer to the CSR reportpublished in the CSR section on Synnex’s website.
VI. Other important information to facilitate better understanding of the Company’s corporate social responsibility:
It is described below. In addition, please refer to the CSR reportpublished in the CSR section on Synnex’s website.
VII. If the products or corporate social responsibility report have received assurance from external institutions, they should state so below: None.
The implementation of other corporate social responsibilities.
Environmental management
Synnex is engaged in 3C channel business operation that does not involve high pollution. However, Synnex is based on the strong belief of being a global citizen on Earth to strive for environmental
protection.
(I)
Reduce the impact of business services on the environment
Synnex has recycling symbols and recycling bins setup for obsoleted or used cellphones, electronic products, and batteries at the maintenance centers in Taiwan. Consumers are reminded to have their
personal information deleted from their cell phones before recycling for personal privacy protection. The recycling and disposition process is handled by contracted vendors on a quarterly basis
(II) Reduce the impact of logistics and transportation delivery on the environment
For the consumables channel business operation, logistics vehicles are the main source of energy consumption and greenhouse gas emissions. Therefore, Synnex was well aware of such issue long
before and has taken the necessary measures for management in order to reduce the impact on the environment throughout the product transportation process. While replacing used vehicles with new
ones, vehicles in compliance with the environmental regulations of the ROC are used to reduce air pollution throughout the product transportation process. Synnex, through the logistics management
information system developed in-house, combined with its own distribution fleet and years of practical experience in distribution, has its distribution routes divided and planned with 2~3 deliveries
made daily by the designated personnel and vehicles in order to reduce inefficient transport routes. Logistics vehicles coming back into the plant must have the engine turned off and the air
conditioning turned off while the vehicles are idling.
Employee Care
Synnex strongly believes: “Good staff makes a good sector; a good sector makes a good company.” We wish to provide each employee with appropriate care and attention, to substantiate employee care, to
offer colleagues with a talent development platform, and to continue bringing a sense of accomplishment and satisfaction at work. Based on the employee-oriented concept, Synnex has constructed a
diversified, equal, warm, and sound workplace; also, we paid attention to employee safety and talent training and development.
(I)
Employee diversification and equality
We hire employees without any discrimination in the sense of race, class, language, thought, religion, political party, place of birth, gender, appearance, facial features, sexual orientation, age, marital
status, mental and physical disability, or union membership.
(II) Workplace Safety and Health
Workplace safety and health is an important commitment of Synnex so that employees can work at ease. To strengthen the prevention of occupational hazards, our electromechanical technicians patrol
the workplaces and engineering rooms daily, strengthen electrical safety (For example: Replaced the 1250KW and 750KW transformer insulation oil in the B1 high voltage transformer room at the
end of 2015), test water quality quarterly, perform repair work (For example: Repaired scaffolding and strengthened the lighting of the motorcycle parking lot), renew protection gear (For example:
attic ladder rackmount); and regularly inspect building structural safety, tilt, firefighting equipment, building facilities security, etc. to ensure that our partners are able to work at ease.
We introduced health service doctors since November 2013 with services provided on site every two-months, including health seminars and physician consultation; also, we setup healthcare nurses in
April 2014 to regularly inspect the nursery environment and supplements. The screens (low blue light equipment) in the office have been fully replaced since 2015 to reduce the hazard of eye injury of
colleagues who have to stare at the screens for a long time. We arrange health promotion activities, such as, weight loss programs, Employee Athletic Games, blood donation activities, staff canteen to
provide healthy foods (fruit and bread), etc., and the establishment of corporate group activities (a basketball club).
(III) Peace of mind and Security
1.
Emphasizing the creation of an “intelligent and balanced work life style” to encourage colleagues “taking vacation” adequately. In addition to the annual leave required by law, new recruits with
less than one-year seniority are entitled to a 7-day leave (proportionally to the days of work performed) that is more preferential than the requirement of the Labor Standards Law.
2.
Obtain life insurance coverage for at least NT$3 million for all full time employees to strengthen the family basic protection for employees.
3.
Employees with one-year seniority may apply for interest-free loans for purchasing a family home, home improvement, marriage, birth, car, and emergency relief, so far, more than 500
employees had applied for such loans.
4.
Gift money/gift certificate for marriage, funeral, hospitalization, maternity, and birthdays;
5.
Statutory protection of full payment of labor insurance, labor pension appropriation, and national health insurance.
(IV) Women Friendly Workplace Environment
1.
The Company’s selection and promotion of personnel is not affected by the factor of gender. More than 40% of the managers are women.
2.
A comfortable and private nursery is offered for stress-free breast feeding.
3.
We provide the employees with a friendly flexible parental leave environment. According to the statistics, 50% of the female colleagues (also a number of male colleagues had applied for parental
leave) had applied for parental leave right after maternity leave in the last three years; also, up to 72% of the colleagues on a parental leave had applied for reinstatement that has helped reduce
female colleagues torn between work and family care, so that female colleagues do not have to cut their career short due to the need for short-term family care.
Social Care
Synnex has upheld the belief of “knowledge and experience sharing is our way of community feedback” for years. Therefore, Synnex’s years of experience and knowledge in internal management is
composed as internal education and training materials of “Synnex EMBA” and “Synnex Concepts” and shared with the world free of charge; moreover, the royalty income of the articles published is
donated entirely for promoting education, culture, and arts. Synnex’s management experience is also provided to the academic community for study. The Business School of National Chengchi University
has chosen Synnex as a case study of Taiwan business management and the case study is issued to business schools worldwide. In addition, the Synnex Operations Center accepts visitation applications
filed by academic institutions for teaching and research purposes in order to promote academic exchanges and to provide students with internship opportunities for talent cultivation.
Synnex held a blood donation activity in 2015 and bought a charity moon cake to share with the colleagues in the Mid-Autumn Festival. In addition to supporting public welfare, Synnex has adopted street
trees,continued to feedback to society,and fulfill corporate social responsibility.

Synnex highlights 29

Status of Implementation of Integrity Operation

Comparison against the Corporate
Execution
Governance Best-Practice Principles
Item
Yes No for TSEC/GTSM Listed Companies
Summary
and its reasons
I. Set integrity management policies and
programs
(I) Does the company express a clear integrity
management policy in the Articles of
Association and external documents, and the
board and the management are actively
committed to its implementation?
(II) Does the Company have the prevention
program for any fraud stipulated and have
the respective operating procedures,
guidelines for conduct, disciplinary actions,
and complaints system declared explicitly;
also have it implemented substantively?
(III) Does the Company have preventive
measures adopted in response to the
conducts stated in Article 7 Paragraph 2 of
the “Corporate Governance Best-Practice
Principles for TWSE/GTSM Listed
Companiesor other business activities
subject to higher risk of fraud?
V
V
V
(I) The Company has established the “Integrity Management Code” and the
Internal Audit Office is responsible for integrity management policies,
prevention programs, and supervision.
(II) The company has stipulated the “Manufacturers Commitment” to request
all suppliers having transactions conducted faithfully without any acts of
bad faith, and to establish a good procurement system. To ensure the
implementation of integrity management, the Company has established an
effective accounting system and internal control system; also, internal
audit staff has the compliance of the systems referred to above checked
regularly.
(III) The company has the “code of conduct” setup. The management measures
are established to prevent bribery and taking bribe and prohibit providing
illegal political contributions, improper charitable donations or
sponsorship, and offering or accepting unreasonable gifts, entertainment,
or other improper benefits for the operating activities stated in Article 7
Paragraph 2 of the “Corporate Governance Best-Practice Principles for
TWSE/GTSM Listed Companiesor other business activities subject to
higher risk of fraud.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”.
II. Implementation of integrity management
(I) Does the company have the integrity of the
trade counterparty assessed and with the
code of integrity expressed in the contract
signed?
(II) Does the Company have a specific
(part-time) unit setup under the board of
directors to advocate the code of integrity
and to report on its implementation to the
Board on a regular basis?
(III) Does the Company have developed policies
to prevent conflicts of interest, provided
adequate channel for communication, and
substantiated the policies?
(IV) Does the Company have established
effective accounting systems and internal
control systems to substantiate ethical
management; also, have audits performed by
the internal audit unit on a regular basis or
by the commission CPAs?
(V) Does the Company have organized ethical
management internal and external education
and training programs on a regular basis?
V
V
V
V
V (I) The Company has stipulated the “Manufacturers Commitment” to request
all suppliers having transactions conducted faithfully without any acts of
bad faith, and to establish a good procurement system.
(II) The Company has not set up a dedicated unit for integrity management.
Each department is to fulfill integrity management according to job
responsibilities and operation scope.
(III) The Company has stipulated the “Employee Integrity Commitment” to
request that employees shall not commit any form of “improper conduct,”
such as, kickback, commissions, equity interest in any form or improper
gifts, or illegal gains that directly or indirectly benefits oneself, related
parties, or designated personnel; also, to prevent any personal gain at the
expense of the Company.
(IV) To ensure the implementation of integrity management, the Company has
established an effective accounting system and internal control system;
also, internal audit staff have the compliance of the systems referred to
above checked regularly.
(V) The company has the “Integrity Management Code” and “Code of
Conduct” setup to have integrity management embedded in corporate
culture; also, to advocate it from time to time in various meetings and
Synnex EMBA advocacy in order to have it substantiated. The related
specifications of the company’s integrity management are advocated
before havinga trade agreement signed with the suppliers.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies
III. The operation of the Company’s Report
System
(I) Does the Company have a specific report and
reward system stipulated, a convenient
report channel established, and a responsible
staff designated to handle the individual
being reported?
V (I) The company has the “code of conduct” setup. Any person who is engaged
in or aware of any violations of the Code and the relevant provisions of the
act or activity is responsible to report it to the immediate supervisor or the
company’s audit unit immediately.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”

(II) Does the Company have the standard
investigating procedures and related
confidentiality mechanism established for
the incidents beingreported?
V (II) The company’s audit unit accepts anonymous report. The informer must
provide sufficient relevant information to facilitate the company’s
verification.

30 2016 Annual Review

(III) Does the Company have taken proper
measures to protect the whistleblowers from
suffering any consequence of reporting an
incident?
V (III) No informer will be retaliated against or threatened for reporting possible
violation of norms, suspicious violation of the Securities Exchange Act,
and other illegal activities. Any informer who has been retaliated against,
threatened, or warned should immediately report it to the immediate
supervisor or company’s audit unit.
IV. Enhancing information disclosure
(I) Does the Company have the content of ethical
management and its implementation
disclosed on the website and MOPS?
V The company has a website setup to disclose the relevant corporate culture,
business policy, and other information.
The company is currently undergoing the setup the corporate governance in
English and Chinese in the Investor Section of the website; therefore, the
information of corporate governance will be disclosed upon the completion of
the website setup.
In compliance with the concept and
implementation of the “Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies”
V. If the company has integrity management defined in accordance with the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies,” please describe the
operational differences from the Code:
The Company has the “Integrity Management Code” setup in compliance with the concept and implementation of the “Corporate Governance Best-Practice Principles for
TWSE/GTSM Listed Companies.”
VI. Other important information that helps understand the company’s integrity management:
1. The Company has complied with the Company Law, the Securities and Exchange Act, the Business Accounting Law, listed and OTC relevant rules, or other publicly traded
commercial activities related law and regulations for the implementation of integrity management.
2. The Company has director conflicts of interest defined in the “Regulations Governing Procedures for Board of Directors Meeting” Board Rules.” If the proposals proposed in
board meetings have a conflict of interest with the directors or the statutory representative that is detrimental to the company’s interest, the directors may present their views and
answer questions but may not join discussion and voting; also, they shall be excused in discussion and voting and shall not exercise their voting rights on behalf of other directors
by proxy.
3. The Company has stipulated the “Manufacturers Commitment” to request all suppliers having transactions conducted faithfully without any acts of bad faith, and to establish a
good procurement system.
4. The company has the company’s Integrity Management Code reviewed and amended in accordance with FSC Certificate Far.Tzi No. 103003989 Letter dated October 31, 2014 by
the Financial SupervisoryCommission.

Synnex highlights 31

Important resolutions of Shareholders’ Meeting and Board of Directors

Shareholders’ Meeting

Date of
meeting Summary of important resolutions Result of resolution
2016.06.08 1. Approved 2015 financial statements. Adopted
2. Approved 2015 earnings distribution. Resolved in the meeting and implemented in accordance
Shareholder’s dividend: Cash dividend per share amounted to NTD1.5. with the resolutions reached in the shareholder’s meeting.
Stock dividend per share amounted to NTD 0.5
Employee bonus: NTD 0.6 million.
Remuneration of the directors and supervisors: NTD 6 million.
3. Discussion of revision of the Company’s “Articles of Association.” Resolved in the meeting and implemented in accordance
with the resolutions reached in the shareholder’s meeting.
4. Discussion of2015 issue of new stocks to increase the capital by earnings. Resolved in the meeting and implemented in accordance
with the resolutions reached in the shareholder’s meeting.

Board of directors

Date of meeting Summary of important resolutions Result of resolution
2016.03.01 1. Discussion of the acquisition of the stock shares of Bestcom Infotech Corporation. Adopted by all present directors
2. Discussion of the advance payment for the long-term investment provided to Synnex Adopted by all present directors
International Investment Co., Ltd. (China) by SYNNEX GLOBAL LTD., the
subsidiary.
2016.03.04 1. Discussion of 2016 operation plan. Adopted by all present directors
2. Internal control declaration approved. Adopted by all present directors
3. Discussion of the replacement of the Audit Officer.
4. Discussion of revision of the Company’s “Articles of Association”. Adopted by all present directors
5. Discussion of the Company’s 2015 financial account books. Adopted by all present directors
Employee bonus: NTD 0.6 million.
Remuneration of the directors and supervisors: NTD6 million.
6. Planning of 2015 earnings distribution. Adopted by all present directors
Shareholder’s dividend: Cash dividend for NT$1.5 per share and stock dividend for
NT$0.5 per share.
7. Discussion of the Company’s 2015 issuance of new shares for the capitalization from Adopted by all present directors
earnings.
8. Discussion of convening2016general shareholders’ meeting. Adopted byall present directors
2016.04.27 1. Discussion of stock shares conversion with Bestcom Infotech Corporation. Adopted by all present directors
2. Discussion of the attestation CPAs replacement and the successor CPAs’ independence Adopted by all present directors
and competence assessment.
3. Discussion of the capitalization of the subsidiary, Synnex Global Ltd. Adopted by all present directors
2016.08.12 1. Discussion about issue of new stocks, distribution of earnings, and base day for Adopted by all present directors
increase of capital
2016.11.14 1, Discussion about adoption of the “2017 AuditingPlan” Adopted byall present directors
2017.03.17 1. Discussion of the 2017 operating plan of the Company Adopted by all present directors
2. Discussion and approval of the internal control statement Adopted by all present directors
3. Discussion about the revision of part of the Company’s “Articles of Association.” Adopted by all present directors
4. Discussion about the Company’s 2016 payment of remuneration to employees and Adopted by all present directors
directors
5. Discussion of the Company’s 2016 financial statement Adopted by all present directors
6. Draw-up of the 2015 earnings distribution Adopted by all present directors
Shareholder’s dividend: Cash dividend per share amounted to NTD 1.0
7. Discussion about convention of the 2017 regular shareholders’ meeting Adopted byallpresent directors
  • The above specified only partial information of meeting of Board of Directors and Shareholders, the information disclosed here only includes the information that the Company believe may have significant impact on investors.

32 2016 Annual Review

4) Changes in shareholdings of directors, supervisors, managers, and principal shareholders

Title
Name
2016
2017.1.1 ~ 2017.4.10
Note
Changes in
shareholding
Changes in pledged
shareholding
Changes in
shareholding
Changes in pledged
shareholding
Chairman and Overseas Operation CEO
Matthew Feng-ChiangMiau
1,514,857
-
-
-
Director and president
Evans S.W. Tu
1,721,732
-
-
-
Director
Yang,Hsiang-Yun and Chou,T.C.
10,819,097
-
-
- Representative of MiTAC Inc.*
Independent Director
Yungdu Wei
-
-
-
-
Independnet Director
Yojun Jiao
-
-
-
-
Independent Director
AnpingChang
-
-
-
-
Vice-President
BenyWeii
88,296
-
-
-
Vice-President
James Lee
16,308
-
-
-
Vice-President
Rex Shiue
18,275
-
-
-
Vice-President
DickyChang
58,119
-
-
-
AVP-Finance
Oliver Chang
21,388
-
-
(400,000)
Treasury Manager
Grace Huang
4,638
-
-
-
Major shareholder
MiTAC Inc.
10,819,097
-
-
-
  • Information includes only changes in shareholding and pledges of corporate shareholders.

** The individual was the representative of Lien Haw who was discharged on June 12, 2015.

Synnex highlights 33

III. Capital and shares

1) Category of shares

2017.04.09

Unit: Share

Category of shares Authorized capital
Note
Outstanding shares (listed)
Un-issued shares
Total
Registered ordinary
shares
1,667,946,968
532,053,032
2,200,000,000

2) Shareholder structure

2017.04.09

Item Financial institutions
Other institutional
shareholders
Personal
shareholders
Foreign institutions
Government
and personal Total
institutions
shareholders
Number of
shareholders
1
49
199
51,943

582

52,774
Shares 616
224,742,896
451,114,149
405,380,950

586,708,357

1,667,946,968
Shareholding % 0.00
13.47
27.05
24.30

35.18

100.00

3) Distribution of shareholding

NTD 10 par
2017.04.09
Classification of shareholding Number of shareholders
Shares
Percentage of shareholding (%)
1
-
999
11,186
2,940,816
0.18
1,000
-
5,000
27,173
57,953,512
3.47
5,001
-
10,000
6,521
45,447,519
2.72
10,001
-
15,000
2,877
34,010,411
2.04
15,001
-
20,000
1,164
20,311,285
1.22
20,001
-
30,000
1,325
31,846,297
1.91
30,001
-
40,000
634
21,702,787
1.30
40,001
-
50,000
376
16,915,752
1.01
50,001
-
100,000
730
50,612,032
3.03
100,001
-
200,000
339
47,609,757
2.85
200,001
-
400,000
177
49,716,722
2.98
400,001
-
600,000
69
33,778,546
2.03
600,001
-
800,000
34
23,695,485
1.42
800,001
-
1,000,000
17
15,301,667
0.92
1,000,001 and above 152
1,216,104,380
72.92
Total 52,774
1,667,946,968
100.00

4) Major shareholders

4)
Major shareholders
2017.04.09
Major shareholders Shares
Percentage of shareholding (%)
MiTAC Inc.
Representative: Matthew Feng-ChiangMiau
227,201,054
13.62
Matthew Pacific Tiger Fund investment accounts
managed with HSBC actingas custodian bank
95,600,921
5.73
Fubon Life Insurance Co., Ltd.
Representative: Benyuan Zheng
58,421,768
3.50
Morgan Stanley Capital International managed
account with HSBC(Taiwan)actingas custodian bank
50,644,627
3.04
Labor Insurance Fund 43,358,318
2.60
Nanshan Life Insurance Co., Ltd.
Representative: Ying-TsungTu
38,021,550
2.28
Evans S.W. Tu 36,156,381
2.17
Public Service Pension Fund Management Board 35,419,940
2.12
Lien Hwa Industrial Corp.
Representative: Matthew Feng-ChiangMiau
34,093,125
2.04
Matthew Feng-ChiangMiau 31,812,004
1.91

34 2016 Annual Review

5) Market price per share, Net assets per share, earning per share and dividends

Unit: NTD

Item / Year 2015 2016 2017.03.31
Market price per share
Highest
Lowest
Average
46.75
30.10
39.60

39.00

29.50

33.54

34.20

32.10

32.90
Net worth per share
Before distribution
After distribution**
26.95
24.17

25.52

NA

*

NA
Earnings per share
Weighted average shares (in thousands of shares)
Earnings per share – before adjustment
Earningsper share – after adjustment*
1,667,947
2.01
1.82

1,667,947

2.92

2.92

1,667,947


NA
Dividends***
Cash dividend
Dividend from retained earnings
Dividend from capital reserve
Accumulated undistributed dividends
1.50
0.50
-
-

1.00

-

-

-

NA

NA

NA

NA
Analysis for return on
investment****
Price/Earnings ratio
Price/Dividend ratio
Cash dividendyield rate
19.70
26.40
3.79%

11.49

33.54

2.98%

NA

NA

NA
  • As of December 31, 2016, the retroactive adjustment of shares after capital increase out of earnings and employee bonus.

** Based on resolution of shareholders’ meeting of the next year.

*** The earnings distribution for year 2016 is based on Board of Directors’ meeting on March 17, 2017.

**** Price/Earnings ratio =Average market price/Earnings per share before adjustment Price/Dividends ratio=Average market price/Cash dividend per share

Cash dividends yield rate=Cash dividends per share/Average market price

*The Q1 consolidated statement in 2017 has not been announced. This information is not disclosed here.

6) The policy and implementation of dividends

The dividend distribution proposed by shareholder meeting

The Board of Directors meeting held on March 17, 2017, proposed cash dividend distribution of NT$1.0 per share.

Dividend policy

The Company’s new Articles of Association was resolved in the Board meeting on November 9, 2015. The new Articles of Association is illustrated as follows and it is scheduled to be resolved in the shareholders’ meeting on June 8, 2016.

According to Article 38 of the Company’s Articles of Association, the Company’s annual earnings, if any, should be applied to make up losses and pay taxes first, then appropriate 10% as legal reserve and special reserve for an amount equivalent to the amount debited to the current shareholder’s equity. The Board of Directors is to plan the earnings distribution proposal according to the balance amount plus the beginning cumulative unappropriated earnings for acknowledgement in the shareholders’ meeting. For the earnings distribution ratio and shareholders’ cash dividend ratio, the Board of Directors is to have it determined with the consideration of the additional paid-in capital, retained earnings, and future earnings situation; however, the cash dividend may not be less than 15% of the total current dividend.

The Company has distributed cash dividends to shareholders since 1999 and cash dividend per share has been more than NT$1.5 since 2010. The Company intends to continue to maintain a stable dividend policy.

Synnex highlights 35

7) Uncompensated distribution of shares and its impact on company operation and EPS

Unit: NTD

Item / Year
2017 (Estimate)
(Distribution of 2016 earnings)
Item / Year
2017 (Estimate)
(Distribution of 2016 earnings)
Beginningissued capital(in NTD thousand)
16,679,470
Distribution of current
year
Cash dividend per share (NTD)
1.0*
Stock dividend per share for capital increment from retained earnings
-
Stock dividendper share for capital increment from capital reserve
-
Change in operational
performance
Conjectural earnings per
share and PE ratio
Operating income
NA*
% Change in Operating Income (YOY)
Net income
% Change in net income (YOY)
Earnings per share
% Change in Earnings per share (YOY)
Average rate of return on investment(Average E/P ratio)
If retained earnings for capital increment all
converted to cash dividend
Pro-forma Earnings per share (NTD)
NA*
Pro-forma Average annual return on
investment
If no increment using capital surplus
Pro-forma Earnings per share (NTD)
NA*
Pro-forma Average annual return on
investment
If no increment using capital surplus, it will
be switched to cash dividends
Pro-forma Earnings per share (NTD)
NA*
Pro-forma Average annual return on
investment
  • As the Company did not publish a financial forecast for 2017, this information is not available; the distribution of 2016 is conducted in accordance with the earnings distribution approved by the Board of Directors meeting.

36 2016 Annual Review

8) Information on employee bonus and compensation for directors and supervisors

Provisions in Articles of Association

The Company’s new Articles of Association was resolved in the Board meeting on November 9, 2015. The new Articles of Association is illustrated as follows and it is scheduled to be resolved in the shareholders’ meeting on June 8, 2016.

According to Article 38 of the Company’s Articles of Association, the Company’s net income before tax before deducting remuneration to employees and directors and after making up losses should be applied to pay remuneration to employees for an amount not exceeding 10% and not less than 0.01% of the balance; also, applied to pay remuneration to directors for an amount not more than 1% of the balance.

Estimation criterion and difference treatment

  1. The employee bonus and remuneration to directors and supervisors for the financial year 2016 is estimated with reference to the profitability of the current period on a basis of 1.2 ten-thousandths and 1.2 thousandths, respectively.

  2. Public companies must recognize as expense and liability when there is legal responsibility or assume responsibility and the value can be reasonably estimated based on “Guideline for employee bonus and remuneration for directors and supervisors” in accordance with the 16 March 2007 Letter No. Ji-Mi-Zih-052 of the Accounting Research and Development Foundation in Taiwan. It will be recognized as next year’s profit/loss if difference between the actual distribution and estimated amount is shown after resolution of the shareholder meeting.

Information on proposed distribution approved by Board of Directors

  1. As of March 17, 2017, the Board of Directors approved that the proposed distribution of employee bonus for 2016 is NT$600 thousand and remuneration for directors and shareholders is NT$6,000 thousand. Both are same as the estimate in 2016.

  2. The proposed distribution of stock dividend for employee is NT$0.

  3. Impact of the proposed distribution of employee bonus and remuneration for directors and shareholders to earning per share: None.

Actual distribution of the preceding year and treatment of differences

The employee cash dividend in 2015 was NT$600 thousand and the remuneration for directors and supervisors was NT$6,000 thousand. The cash dividend for employees is consistent with the 2015 estimation while there is a difference of NT$1,600 thousand in the remuneration for directors and supervisors. It has been adjusted in the 2016 profit and loss statement.

Information on employee bonus and remuneration for directors and supervisors in the latest five calendar years

Item 2012
2013
2014
2012
2013
2014
2015 2016
/ Year of EPS
(Distribution in
(Distribution in
(Distribution in
(Distribution in (Distribution in
2013)
2014)
2015)
2016) 2017)
Dividend
(NTD/per share)
Cash
2.00
2.80
3.30

1.50

1.00
Stock
-
-
-

0.50

-
Remuneration for direct
thousand)
ors and supervisors (in NTD
10,000
7,600
7,600

6,000

6,000
Employee bonus Cash 600
600
600

600

600
Stock Amount (in NTD
thousand)
-
-
-

-

-
Shares (thousand
shares)
-
-
-

-

-
Employee stock bonus / (employee stock bonus +
shareholder stock dividend)
None
None
None

None

None
Employee stock bonus / outstandingshares atyear end
None
None
None

None

None

Summary of 2015 (distributed in 2016) employee stock bonus information: None

  • 9) Buy back shares: None

Synnex highlights 37

IV. Issuance of global depositary receipts, bonds, preferred shares and employee stock option

1) Global depositary receipts

Issue date Issue date Issue date 1997.7.3 1999.9.22
Countries issued Asia, Europe and the US Asia, Europe and the US
Issuance and listing Luxembourg Stock Exchange Luxembourg Stock Exchange
Total amount issued (US$) 139,382,100 245,380,125
Issue price per GDR (US$) 22.23 18.93
Total units issued (unit) 6,270,000 12,962,500
Underlying securities 1. Capital increase by cash and issue new shares
2. Release shareholder: MiTAC Inc., Lex Service (Guernsey)
Limited.
1. Capital increase by cash and issue new shares
2. Release shareholder: Lex Service (Guernsey)
Limited.
Common shares represented (shares) 25,080,000 51,850,000
Rights and obligations of GDR holders Rights and obligation consistent with common shares Rights and obligation consistent with common shares
Trustee None None
Depositary bank Citibank, N.A. Citibank, N.A.
Custodian bank Citibank N. A., Taipei branch Citibank N. A., Taipei branch
04.30.2017 GDR outstanding (unit) 951,681
Apportionment of expenses for issuance and
maintenance
Issuing expense is paid by release shareholder and issuing
company on the pro rata basis, duration expense is paid by
depositoryinstitution.
Issuing expense is paid by release shareholder and
issuing company on the pro rata basis, duration expense
ispaid bydepositoryinstitution.
Important notes on depository agreement and
custodian agreement
See depository agreement and custodian agreement for details See depository agreement and custodian agreement for
details
Market price per
unit (US$)
2016 Highest 4.99
Lowest 3.49
Average 4.16
2017. 01.01 -
2017. 04.30
Highest 4.40
Lowest 3.98
Average 4.26

2) Status of employee stock option: None

3) Preferred shares: None

  • 4) Corporate bonds: None

38 2016 Annual Review

Operation highlights

I. Scope of Business ................................................................................................................................................. 39
1) Main areas of business operation and revenue distribution in 2016 ..................................................................... 39
2) Developing new products (service) ........................................................................................................................ 40
3) Overview of industry ............................................................................................................................................. 40
4) Report on technology and research development................................................................................................... 44
5) Long and short term business development plan ................................................................................................... 45
II. Business model ..................................................................................................................................................... 46
III. Core competitiveness ........................................................................................................................................... 47
IV. Business strategy .................................................................................................................................................. 48
V. Market and sales conditions ................................................................................................................................ 50
1) Main sales markets ................................................................................................................................................ 50
2) Supply-demand and growth of the future market ................................................................................................... 52
3) Positive factors for our future development ........................................................................................................... 58
4) Negative factors for our future development and our countermeasures ................................................................. 60
5) Essential Purposes of Major Products .................................................................................................................... 60
VI. Employees ............................................................................................................................................................. 61
1) Number of employees in group .............................................................................................................................. 61
2) Employees information .......................................................................................................................................... 61
VII. Report on environmental protection and related expenditures........................................................................ 61
VIII. Labor relations ..................................................................................................................................................... 62

Operation highlights 39

Operation highlights

I. Scope of Business

1) Main areas of business operation and revenue distribution for 2016

==> picture [456 x 522] intentionally omitted <==

----- Start of picture text -----

30,978,019
21,602,832
14,495,974
344,319
Computer, Communication & Consumer Electronics IC components Maintenance services and others
73.0% 26.9% 0.1%
Taiwan/Hong
Taiwan/Hong Kong/China/New Zealand & Australia/Indonesia Kong/China
Personal Consumables/ General CPU Free within warranty
computer/Assembly Software network Digital products communication Memory Maintenance service
Kits/Peripherals products Processing components Paid repair and
of logical transactions maintenance services
Imaging processing Repair and
Media tablet Operation system Flat TV Cellular phone components maintenance
Net book Server software Xbox game consoles Accessories and Audio processing consigned by vendors
Note book Application software and software consumables components
Home computer Network Interface card PC game software SD card Video processing
Commercial computer Wireless network Multimedia player Bluetooth earphones components
E-Book Broadband network MP3 players Fax machine…. Communication
Server products Digital videotape components
CPU Ink Cartridge recorders Optical transfer modules
Main Board Toner cartridge Digital camera LCD panel….
Printer CD Digital projector
Display card Multi-function USB
Power supply products
Hard drive Uninterrupted power
Mouse, keyboard system
CD-ROM Drive Computer Video
products…
Nature of major customers
Dealers /
Dealers Manufacturers
End-users
----- End of picture text -----

40 2016 Annual Review

2) Developing new products (service)

New Product New Service
▪ Cloud services business
▪ Smart Life Related Products
▪ IoT Related Products
▪ CPFR services
▪ Third-party logistics services
▪ Technical services business

3) Overview of industry

Distribution overview of 3C products (IT and Telecom)

1. Overview of supply chain

Supply chain of IT and Telecom can be divided into “supply chain” in the manufacturing side and the “demand chain” in the sales side. The supply chain focuses on OEM and the demand chain focuses on distributors, the two generated a supply-demand relationship under the production and purchasing unit and marketing and sales unit of brand company (shown below).

Supply chain and demand chain

==> picture [349 x 190] intentionally omitted <==

----- Start of picture text -----

Supply Demand chain
chain
OEM Brand company Brand company
Manufacturer (Production and (Marketing and Distributor
purchasing) sales)
(Maintenance Regional logistics)
Bank Logistics ProviderService Stores - 門市 shops 經銷 Dealers 加值 reseller (VAR)added Value 商 integration 系統整合 System (SI)
(International/
Regional logistics) 最終使用 End users
Component Home Corporate Government
vendors users users agency
----- End of picture text -----

The ecosystem of supply chain and demand chain differs, the former is relatively larger manufacturer in size, lesser in number; the latter is relatively smaller in size with a larger number and deeper penetration into the market. Therefore, the management philosophy and operation model of the supply chain and demand chain is very different.

To the distributors focused greatly on integrated demand, its value determines on the channel’s density and solidity of different products and whether a complete management mechanism of channel operation can be set up to effectively manage product categories, items, bulk customers, bulk orders, bulk shipment operation and maintenance operation. Failure to establish a sound operational management mechanism will be unable to generate economic efficiencies.

2. Role of the distributors

The trend of slim-profit has enabled a more sophisticated vertical integration of supply chain, that is, during the evolution of industrial ecology, the upstream, midstream, and downstream improves the overall efficiency of supply chain operation and lower overall cost through “Who responsible for what is most effective?”

In addition to research, development, marketing and sales, this trend has also resulted in a more sophisticated inventory management, assembly and maintenance (shown in graph below). Among them, the distributors’ role in component inventory,

Operation highlights 41

finished goods inventory, CTO assembly and product maintenance is increasingly important, and provides a greater value in supply chain for the distributors with complete operation mechanism and size.

Industrial Chain and Distributor’s Roles

(Except R&D, manufacturing and sales)

==> picture [327 x 171] intentionally omitted <==

----- Start of picture text -----

Inventory Maintenance
management Assembly Service
Components vendors 零組件供應商  Components  Components
OEM manufacturers 系統組裝廠  Work in process  Components
Brand company 品牌大廠
 Components
Distributors inventory  CTO real-time  Finished goods
通路商  Finished goods assembly repair
inventory
Dealers 經銷商  CTO real-time
assembly
最終使用者 End-users
----- End of picture text -----

3. Overview of upstream suppliers

The bigger upstream suppliers usually grow faster and stronger; especially for the mature products with only few brands competing in market. The manufacturer’s marketing strategy is going for centralization, that is, reduces the number of agents; therefore, the large IT agents also grow faster and stronger. In addition, the manufacturers while looking for agents increasingly stress the importance of agent’s operational capacity and financial solvency in order to avoid agents who do not have sufficient operational capacities and financial solvency to meet the demand of growing market. Under the circumstance, the agents with operational capacity, solid management, and financial solvency are obviously with advantage in competition.

4. Overview of downstream dealers

  • Consumer information channel: The market is moving toward the operation of large-scale information chain stores. The emerging channels including online shopping and TV shopping are the new trend for the distribution of consumer information products in recent years. The diversified products sold in chain stores and shopping network have made management a complex task; moreover, the price of information products drops fast; therefore, the collaboration between the channel agents and the upstream distributors, in addition to product supply, will grow in the sense of logistics management, inventory management, maintenance operations, and e-flow. The distributors with logistics capabilities and powerful information management capabilities are in position to provide support to this type of distribution channels and to form a close upstream and downstream partnership.

  • Business information channel: The government agencies, educational institutions, and corporate are the main sales targets that can be divided into the categories of large-scale systems integrators (SI) and general value-added reseller (VAR). In terms of market operation, dealers and upstream distributors are to provide total solutions to the end-user. Therefore, a close cooperation between the dealers and distributors is expected from product planning and technical support and logistics services before sales to the after-sales maintenance services.

  • Telecommunication stores channel: It is a consumer market with a focus on store distribution. Cellular phone is with a short

2016 Annual Review

42

lifespan and the price drops faster than IT products. Relatively, the telecommunication stores distribution relies heavily on the product supply capacity, logistics capability, and after-sale maintenance services of the upstream distributors.

  • Telecommunications system operators channel: Telecommunication as the core of the direct sale or franchise system by integrating cellular phone and phone number. The distributors supply cellular phones; also, carriers are also actively looking for distinctive 3C products for sale with the phone number that relies heavily on the distributor’s inventory management and logistics mechanism that represents another form of close cooperation.

Overview of IC components distribution

The feature of IC component distribution is different from the same of IT and Telecom channel.

  • As market exclusivity exists among same product of different vendors, it is unlikely for distributors to obtain a franchise on the same product on different brands; with its upstream position in the supply chain and rapid update, the supply-demand of IC components products is not easily controlled and resulted in higher possibility of shortage or excess of supply. To tackle the situation, IC components distributor must seek the diversification of product types to maintain the stable growth of business performance.

  • The downstream customers are mostly modules and systematic products manufacturer, its relatively lesser in number and larger in size generate a concentrated source of business and high volatility. In customer development, as IC components distributors are required to assist customers to adopt new design in the new developed products (design-in), their strong technical support capability to combine business, product planning and technical support is one of the key factors of a successful business. Besides, the decreasing tolerance to price fall of inventory and capital burden of vendors due to the rapid change of price of components products and slim-profit trend of overall supply chain, the distributors’ sufficient logistics management ability to rapidly serve customers’ needs is one of the key factor for IC components distributors to establish market advantage.

Product development trend

The product line of Synnex covers four major areas including the three terminal products (IT related, telecom products, and consumer electronics) and the IC components. Since development of the IC component is dependent on the application and development trend of the terminal products, we describe in more detail about the development and competition status as we may foresee in this area below.

  • IT related products

As the Market Intelligence & Consulting Institute (MIC) of the Institute for Information Industry estimates, the global shipments of information system products in 2017 will reach up to 424 million units with a decline of 4.4% in comparison with the 444 million units in 2016. Individually, the global shipments of desktop PCs will drop for two consecutive years to 102 million sets in 2017 with a decay rate of 2.3%. The overall market scale of laptop computers is 149 million units. The decay rate in this area is estimated to 1.8% against the 152 million units in 2016. The market of table computers remains stagnant. The market scale is estimated to 161 million units and a decline of 8.5% in comparison with the 176 million units in 2016 is expected. The global market scale of servers is about 11.1 million units and may have a growth rate of 5.4% against the 10.6 million sets in 2016.

The depressed global economy, mature development of the computer market, and limited contribution of new products and technologies to the stimulation of market demand result in a continuous shrinking of the desktop, laptop, and tablet computer markets in 2017. However, the decline has slowed down significantly. The server market may have a steady

Operation highlights 43

growth because enterprises need to upgrade existing or purchase new products for their operation due to the development of the cloud business model.

In addition, the emerging gaming in recent years bring about rapid growth of the high-end gaming computer shipments. Though they have a limited contribution to the overall shipments of the desktop computers, the growth of this niche application market is helpful in the improvement of the average unit price and gross profit of the PC products. Furthermore, the advantageous and mature market conditions, such as the performance upgrade of the key components, reduction of the power consumption, and improvement of the cooling function, may promote the universal commercial application of the advanced products and drive the penetration of the desktop computers in the industrial computer application area. This may find a new growth space for the desktop computers and become the next competition focus of the manufacturers.

As the MIC analyzes, the threat of competition that smart mobile devices bring may turn the R&D focus of the laptop computer manufacturers to the slim and thin or high-end gaming products of high unit prices. The slim and thin computers will become the new development focus of the brand manufacturers. Especially, the brand manufacturers in China is another indicator to be observed in 2017. Their development will affect the potential of the existing brand manufacturers to develop in the market.

▪ Telecom products

Digitimes estimates a growth rate of 7.1% in the 2017 global mobile phone market. Samsung and Apple will remain in the leading position in the global market with a shipment volume of 316 and 236 million mobile phones, respectively, in 2017. All the rest Top 10 mobile phone brands belong to the manufacturers of China except for the Korean LG. The shipments of Huwei and Oppo will expectedly grow to 127 and 105 million units, respectively. Both will be the mobile phone brands of China that have the highest market share in the world.

==> picture [336 x 252] intentionally omitted <==

2017 Smart Phone Shipments and Growth Rate Forecast

Source: DIGITIMES, 2016/10

Note 1: The area of the circle is in direct proportion to the shipments.

Note 2: The global smart phone shipments will have an annual growth rate of 7.1% in 2017.

44 2016 Annual Review

▪ Consumer electronics

The statistics of the Consumer Technology Association (CTA) shows more than 300 types of consumer electronics products in the market. The global consumer electronics industry may have a scale of US$ 292.5 billion in 2017. It is expected to grow by 1.5% against the scale in 2016 and create a new record in the history. The market competition of the consumer electronics products has gradually turned from the hardware equipment to the innovative integration service. When buying a product, what consumers want is not merely the function of the product. Most of them need the service features that the product provides. Hence, how to enhance the software, platform, and service experience features based on the hardware and deploy integrated innovations will be the next competition focus of the industry.

The consumer electronics products will develop with the AI applications as the core. As IDC, a market research institution, estimates, the global AI market scale will grow from US$17.2 billion in 2014 to 48.6 billion in 2019 with an annual growth rate of 23.1%. Among the Asia-Pacific, North America, and West Europe regions, Asia will become the region of the highest growing dynamics thanks to the increase of the funds in the R&D of robots in Japan and the support of the Chinese government in the development and application of the AIoT.

According to Gartner, a market research institution, the AI technology is stepping in a rapid development phase. The SR (Speech Recognition) technology will become mature and applied universally within the next 2 years. The NLP (Natural Language Processing), VPA (Virtual Personal Assistant) and DL (Deep Learning) technologies will become the mainstream in the coming 5 to 10 years.

The International Federation of Robotics (IFR) expects that the global market scale of service robots may reach up to US$ 19.6 billion during the period from 2015 to 2018. The household service robots may have a market share of 74% and is the most potential market in this field. They provide many applications including control of the TV set and air conditioner via the voice control system and reporting of household safety status. They may also innovatively integrate with AI, IoT, and cloud to realize device-to-device communication and introduce household appliances using deep learning algorithms.

4) Report on technology and research development

Research and development operations

The most important core competitiveness of Synnex is business innovation and leading technology. The continuous enhancement of operation technology and innovative business model to adapt to rapid change of market trend in this slim-profit era is how Synnex maintain and expand its market leading position. Currently, the Business Planning & Management Div. and Logistics Planning & Management Div. of Synnex headquarters are responsible for overall planning of the business model and R&D operations, major operational technology in the process of planning, development and promotion including:

  1. Cloud Service Platform

  2. Product Accounting Management

  3. Collaborative Inventory Management System 4. Mobile Phone Plans Sales System

  4. Commercial Business Management System

  5. Technical Service Management System

Operation highlights 45

5) Long and short term business development plan

Short term business development plan

  • Channel: Continue channel’s in-depth development plan to actively develop more terminal customers, establish a complete sales channel. Especially in China, continuing channel development in-depth in all tiers cities and national chain store operations and internet shopping channel operations, and will actively seek opportunities for collaboration with China’s telecommunications industry. In addition to continuing to expand retail store operations in Australia, we will also actively develop commercial information networks. In terms of Taiwan, the existing distribution network is fairly stable; therefore, we will actively develop business opportunities for horizontal alliance in the future.

  • Product: Continuing franchise strategy in Asia Pacific region to expand cooperation with global brands for synergy effect. At the same time, increase business information, consumer electronics, and software product lines aggressively.

  • Logistics: Continue the construction and explanation plan of the logistics center and enhance the remote monitoring management capacity and provide customers with diversified logistics services with the advantage of the logistics network in response to business growth.

Long term business development plan

In response to the global economic slowdown and stagnation, exchange rates and stock market fluctuations, and political and economic impact, the Company’s long-term business development plan is to focus on seeking a breakthrough in stable operation. On one hand, continue to strengthen a sound internal operational management; on the other hand, continue to seek a breakthrough in products and channel business operation; also, to seek for integrated synergies among business units in order to expand the advantages of “economies of scale.”

46 2016 Annual Review

II. Business model

Synnex’s business model is based on product management, channel management, and logistics management as the three main themes (see below) to link the upstream manufacturer and downstream distributors for providing a technology and industry integrated service.

==> picture [243 x 171] intentionally omitted <==

----- Start of picture text -----

Business themes
Product Channel
management management
Logistics
management
Customer
Manufacturer
----- End of picture text -----

Actual operating activities are based on core mechanism of channel operation which including digital nervous system (MIS, Management Information System), order taking through call center of order service, logistics mechanism, rapid maintenance mechanism, CTO (Configuration-To-Order; a kind of customer made production service) real time production mechanism, the “cyber logistic centric business model” is established through the above mechanism to effectively operate information flow, capital flow, logistics flow and maintenance flow. As the core mechanism of operation is interconnected for different types of business, Synnex is thus able to develop variable channel business through “digital nervous logistics service center” and use mutual platform with joint-venture partners to facilitate business development while promoting economic efficiency of the operation, lower operational cost along with business expansion and eventually generated a positive cycle. The business model is illustrated below:

Cyber Logistic Centric Business Model

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----- Start of picture text -----

Joint Venture Sales IC Components Distribution (IT/ Joint venture Sales &
& Marketing Business Group Telecom business Marketing Company
(3C business) unit (other business)
Inventory Efficient
management delivery
(Automatic
warehousing) (Last Mile)
CTO Fast maintenance
Customize service
production
Service call center
Purchase flow
Information flow
Inquiry & Order flow
Fulfillment flow Logistics Service Group
Supplier Customer
----- End of picture text -----

Operation highlights 47

III. Core competitiveness

Diversified Channels

With over 30,000 channels in Asia Pacific region covering a wide range of distributors including traditional shops, chain stores, online shopping, value-added resellers, system integrators and telecom operators, not only Synnex’s commodities are fast in circulation and large in sales volume, it is a big plus when acquiring new dealerships.

Comprehensive Product Line

With comprehensive product line to suffice customers’ demand and develop channel positioning, Synnex’s products cover diverse categories and brands including IT related, telecom, consumer electronics and IC components. In addition, the deep and long-term cooperation with major global brands allow Synnex to be a step ahead of new product development and market trend than its competitors.

Logistics Mechanism

Synnex has established dozens of logistics centers in major cities of Asia Pacific region, which formed extensive logistics network coverage. With state-of-the-art automatic equipment, a self-developed management systems, professional and disciplined operations, Synnex’s logistics centers covering warehousing, distribution, maintenance and assembly functions form substantial logistics capacities to back up business operations.

The Four Information and Communication Network

In light of the four information and communication networks including Management Information System (MIS), Logistic Remote Monitoring Network, Video Conference Network, and Telecommunication Network, Synnex has built up a foundation for transnational management capabilities to enable transnational internal control and communication without the hassle of distance restriction, so that while seeking more opportunities in the global market, internal control capacity is strengthened.

The development of operational management techniques

Collaborating with the software R&D center, Synnex’s five planning & management functions including business, logistics, risk, finance and human resource that positioned at the headquarters are responsible for planning business models, laying down management policy, developing operation systems and conducting business analyses, inspection and quality management. This substantial support facilitates Synnex to develop innovative business and management techniques and strengthen its core competence in a continued effort to meet the Group’s strategic performance.

48 2016 Annual Review

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----- Start of picture text -----

(1,000 square meters)
Overseas
Taiwan
----- End of picture text -----

==> picture [91 x 11] intentionally omitted <==

----- Start of picture text -----

Logistics operations area
----- End of picture text -----

IV. Business strategy

Multi-brand and multi-product strategy

Synnex adopts multi-brand and multi-product operation strategy to effectively diversify operational risk and offer diversified products to customers to establish dense reseller network, this business strategy also pushes Synnex to move forward to pursue new products to prepare for the future growth.

Management philosophy of 51 and 49

In general, both suppliers and customers are important to distributors; however, Synnex places greater value on customers than on suppliers, a difference between 51 and 49. As distributor should dedicate to management and operation of distribution channels, thus, the back office support including order, distribution and maintenance should emphasis on customer services. In this regard, variety of distribution channels are established along with enhancement of service value and a tight reseller network is generated. With stronger channels, suppliers are willing to sell their products through Synnex’s channels, and Synnex will assist supplier to gain best possible profit through placement of appropriate channels in accordance with different product types.

From serving channel customers to serving ‘end users

The unique triple channel operation business model of sales, distribution and maintenance has clearly positioned distributor as professional service provider, a series of complex back office operation is coordinated by Synnex to ensure the efficiency and quality of services. In this regard, inventory risk of Synnex’s customers is effectively reduced due to unnecessary stock up and cost of maintenance engineer and inventory maintenance is reserved. Synnex is expanding its services from channel customers directly to end users, the dense maintenance network and rapid delivery has increased customers satisfaction to post-services, and CTO assembly production center provide customized computer products to customers is able to meet the needs of customers. Synnex’s goal is continuously increase resellers’ and end-users’ satisfaction in the days to come.

The advantage of operational process

In this competitive high-tech industry, only those with technology or operational process advantage are able to continuously gain high profit in this slim-profit era. Through the self-developed, tailored made MIS system, Synnex is able to combine sales, distribution and maintenance business model into a complex, sophisticated and unique operational process "knowledge-based", at the same time, it is extremely difficult for competitors to copy this model. In this knowledge economy and slim-profit era,

Operation highlights 49

Synnex is able to utilize this knowledge advantage to establish a goal that no other competitors can reach.

Unique “open channel “strategy

Synnex adopts an open strategy in its distribution business, that is, the decision to work with Synnex is placed in the resellers hands. As the operation of direct chain retailers is complicated and development is also limited; in addition, contract franchise involve in management issues. Thus, Synnex attracts customers by offering multi-brand, multi-products and high value-added services to establish dense reseller network so that all resellers in the industry can be Synnex’s customers.

A distributor with brand name

Synnex was the first company to come up with the idea of “brand name” distributor, through the established value-added services; the resellers are willing to introduce products to customers and consumers who are willing to purchase Synnex’s products due to Synnex’s post-services. In addition, Synnex’s own brand “Lemel” is produced not to compete, but to generate a positive adjustment with the resellers.

Maximizing the advantage of economic scale

Synnex conducts a distribution and maintenance mechanism to ensure quality and efficiency of the services. The significant growth of revenue triggered from valued services in the recent years has generated a lower operating expense when comparing with competitors. Synnex realized that the best way to maintain stable profitability and effectively expand market share is through continuously lowering operating expense in this slim-profit era.

Pursuing steady growth in overseas market

Currently, Synnex has overseas subsidiaries located in Hong Kong, China and Australia that operate in localizes, stable and step by step strategy to operate local distribution business. The successful Taiwan operation experience and mechanism is copied to the subsidiaries in accordance with actual needs. To complete product management, channel management and basic logistics management, MIS system is copied, and followed by CTO assembly, automatic warehousing and maintenance mechanism. Besides, Synnex also help subsidiaries to obtain complete dealership of international brand through its successful cooperation experience with the suppliers in Taiwan.

An all-round logistics service provider in the age of e-business

In this e-commerce development trend, Synnex’s business model is positioned as a comprehensive logistics management service provider to provide back office services of inventory management, distribution and maintenance for B2C industry. In addition, the “Synnex e-City” launched in November 2000 has become a 3C content website pioneer in Taiwan; the current back office operation mechanism and MIS system is established to handle “volume” transaction. Thus, Synnex will be able to respond to the sharp challenges of the E-era in the future.

50 2016 Annual Review

V. Market and sales conditions

1) Main sales markets

Trends in group revenues for the past five years

NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
NTD bn
Overseas subsidiary
229.5
268.9
272.4
260.0
267.7
Taiwan
83.1
61.4
59.1
62.1
75.0
Consolidate
312.6
330.3
331.5
322.1
342.7
Overseas subsidiary 229.5
268.9

272.4

260.0

267.7
Taiwan 83.1
61.4

59.1

62.1

75.0
Consolidate 312.6
330.3

331.5

322.1

342.7
  • Intercompany transaction is deducted from the selling party’s sales account

Operation highlights 51

Trends for regional revenue within the group in the next five years

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----- Start of picture text -----

Taiwan (ICT) NT$ bn
Product sales
53.0
↑ 29%
42.8
34.5 33.1
32.5
----- End of picture text -----

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----- Start of picture text -----

New Zealand, Australia &
Indonesia NT$ bn
Product sales
70.9 71.4 72.2
64.7
↑ 1%
47.1
----- End of picture text -----

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----- Start of picture text -----

Hong Kong/China (ICT) NT$ bn
Product sales
156.7 157.0 ↑ 5%
142.1
135.4
128.9
IC components NT$ bn
Product sales
92.3
88.7
85.9
74.0
↑ 4%
55.8
----- End of picture text -----

52 2016 Annual Review

2) Supply-demand and growth of the future market

2017 Global equipment shipments (including PC, tablet computer, Ultramobile and mobile phone) are expected to reach 2.3 billion units, representing 0.9% growth from 2016 and they are expected to reach 2.4 billion units in 2018, according to market research institute, Gartner, Inc. The device market in 2017 remains affected by the economic development of each country. Gartner believes the challenges faced by manufacturers are that the market can no longer be divided as simply as “mature market” and “emerging market.” According to today’s economic development, the market has started to change and should be broken down into four categories, namely economically challenged mature market, economically stabilized mature market, economically challenged emerging market, and economically stabilized emerging markets. For example, Russia and Brazil are classified as economically challenged emerging markets; India is classified as an economically stabilized emerging market, and Japan is classified as an economically challenged mature market.

The global traditional PC shipments are expected to reach 205 million units in 2017, representing 5.1% decline from 2016 and are expected to reach 199 million units in 2018, representing 2.9% decline from 2017. The shift from PCs to tablet computers will continue to decline.

The global shipment of Ultramobile is expected to reach 230 million units and 250 million units in 2017 and 2018, respectively, representing an increase of 4% and 6% over the previous year. PC manufacturers are facing competition for survival. When it comes to selecting tablet computers or PCs, as consumers and corporations tend to prefer the ones that are closest to their usage patterns, Ultramobile PCs (hybrid and clamshell laptop) therefore have become the new market’s newfound rising star.

Mobile phones have become the largest and most profitable division in the global installation device market. Sales are expected to grow by 1.2% in both 2017 and 2018 for 1.91 billion and 1.93 billion units, respectively. Over the past few years, the average price of high-end phones continuing to go up has caused the price of mobile phone to go up too. However, due to the saturation of the smart phone market, added with local branded mobile phone manufacturers in the emerging markets and Made-in-China mobile phones with better prices and better functions offered to satisfy the needs of mobile phone users, the average price of mobile phones is gradually declining.

Type 2016 2017(Estimate)
2018(Estimate)
Million units Million units
Growth rate(%)
Million units
Growth rate(%)
Traditional PC (desktops and laptops) 216 205
-5.1
199
-2.9
Ultramobile* 225 234
4.0
248
6.0
Mobile phones 1,887 1,910
1.2
1,933
1.2
Total 2,328 2,349
0.9
2,380
1.3
  • Ultramobile means all Ultramobile Basic and Utility devices

Traditional PC

Gartner’s research indicates that 85 million PCs were sold in the Asia-Pacific region in 2016, representing 6.6% decline from 2015. Sales amounted to US$47.5 billion, representing 5.1% decline. A total of 84 million units of PCs are expected to be sold in the Asia-Pacific region in 2017, representing a 0.7% decline from 2016 for sales amounting to US$46.9 billion, representing a 1.3% decline. 84 million PCs will be sold in 2018, representing 0.3% decline from 2017. Sales amounted to US$46.5 billion, representing 0.8% decline.

Operation highlights 53

Shipments of the PC market in the Asia Pacific region (exclusive of Japan) in 2016 ~ 2018 are as follow:

Asia-Pacific region
Traditional PC
2016 2017 (Estimate)
2018 (Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 84,700
-6.6
84,090
-0.7
83,810
-0.3
Amount 47,491
-5.1
46,851
-1.3
46,464
-0.8
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 59 million Ultramobile were sold in the Asia-Pacific region in 2016, representing a decline of 10.1% from 2015. Sales amounted to US$20.7 billion. The tablet device market has become saturated due to the popularity of tablet devices and the extended recycling period of the tablet device. A total of 60 million units of Ultramobile are expected to be sold in the Asia-Pacific region in 2017, representing a growth of 1.7% from 2016 for sales amounting to US$22.1billion, representing a 6.8% growth. A total of 610 thousand units are expected to be sold in 2018, representing a decline of 0.7% from 2017, for sales amounting to US$23.0 billion, representing 4.0% growth.

Shipments of the Tablet PC in the Asia Pacific region (exclusive of Japan) in 2016 ~ 2018 are as follow:

Asia Pacific region
Ultramobile
2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 59,300 -10.1 60,320
1.7
60,770
0.7
Amount 20,691 11.9 22,103
6.8
22,982
4.0
  • Source of information:Gartner Dataquest

Mobile phone

Gartner’s research indicates that 990 million mobile phones were sold in the Asia-Pacific region in 2016; representing a decline of 0.4% from 2015. Gartner forecasts the shipment of mobile phones in the Asia-Pacific region in 2017 to grow by 2.1% from 2016 for a total of 1.010 billion units sold. A total of 1.031 billion units are expected to be shipped in 2018, representing a 2.0% growth from the year of 2017.

Cellular phone sales in the Asia-Pacific region (excluding Japan) in 2016~2018 are estimated as follows:

Asia-Pacific
mobilephone
2016 2017 (Estimate)
2018 (Estimate)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
Shipment volume 989,710
-0.4
1,010,690
2.1
1,031,010
2.0
  • Source of information: Gartner Dataquest

Basic information in each region:

Region Population(million) GDPper capita(US$) 2016 economicgrowth rate(%) Source of information
Taiwan 23.5
23,800

1.0

National Statistics, R.O.C.
China 1,373.5
8,900

6.6

CIA/StockQ
Hong Kong 7.2
44,100

1.4

CIA/StockQ
Australia 23.0
54,200

2.9

CIA/StockQ
Indonesia 258.3
3,900

4.9

CIA/StockQ
Thailand 68.2
5,800

3.2

CIA/StockQ
India 1,266.9
1,900

7.6

CIA/StockQ

A negative number.

54 2016 Annual Review

Taiwan

Traditional PC

Gartner’s research indicates that 2.14 million units of traditional PCs were sold in Taiwan in 2016, representing a 8.9% decline from 2015. Sales of PCs in 2017 are expected to be 2.19 million units, representing a 2.3% growth. The sale of PCs in 2018 is expected to be 2.20 million units sold, representing a 0.5% growth; also, the sales amount will reach US$1.2 billion (0.2% decline).

Taiwan Traditional PC 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 2,140
-8.9
2,190
2.3
2,200
0.5
Amount 1,183
-21.2
1,199
1.4
1,197
-0.2
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 1.54 million units of Ultramobile were sold in Taiwan in 2016, representing a decline of 4.3% from 2015. Sales of tablet PCs in 2017 is expected to be 1.82 million units, representing 18.2% growth, for sales amounting to US$0.9 billion, representing 22.8% growth and the same for 2018 is 1.85 million units, representing 1.6% growth, for sales amounting to US$0.96 billion, representing 6.3% growth.

Taiwan
tablet PC
2016 2017 (Estimate)
2018 (Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 1,540
-4.3
1,820
18.2
1,850
1.6
Amount 734
35.4
901
22.8
958
6.3
  • Source of information:Gartner Dataquest

Mobile phone market

Gartner’s research indicates that 9.88 million units of mobile phones were sold in Taiwan in 2016, representing 0.9% growth from 2015. The estimated shipment in 2017 is approximately 9.98 million units, representing 1.0% growth. The estimated shipment in 2018 is approximately 9.98 million unit.

Taiwan mobilephone 2016 2017(Estimate)
2018(Estimate)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
Shipment volume 9,880
0.9
9,980
1.0
9,980
0.0
  • Source of information: Gartner Dataquest

Operation highlights 55

China

Traditional PC

Gartner’s research indicates that 51.65 million units of traditional PCs were sold in China in 2016, representing a decline of 5.9% from 2015. Sales of PCs in 2017 are expected to be 51.05 million units, representing a decline of 1.2% and the same for 2018 is 50.81 million units, representing a decline of 0.5%.

China Traditional PC 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million
Growth rate(%)
Shipment volume 51,650
-5.9
51,050
-1.2
50,810
-0.5
Amount 29,528
2.5
29,199
-1.1
29,122
-0.3
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 27.51 million units of Ultramobile were sold in China in 2016, representing a decline of 8.8% from 2015, but for sales amounting represented a 9.9% growth. Sales of Ultramobile in 2017 are expected to be 29.10 million units, representing a decline of 5.8 %, for sales amounting to US$10.5 billion, representing 8.5% growth and the same for 2018 is

29.88 million units, representing a decline of 2.7%, for sales amounting to US$11.1 billion, representing 6% growth.

China Ultramobile 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million
Growth rate(%)
Shipment volume 2,751
-8.8
2,910
5.8
2,988
2.7
Amount 9,664
9.9
10,484
8.5
11,116
6.0
  • Source of information: Gartner Dataquest

Mobile phone

With a population second to none in the world, a growing GDP and the popularization of 3G and 4G networks, feature phones can no longer meet the desires of Chinese people. Smart phones are growing accordingly to catch up with the rapidly rising market. On top of it, the popularization of smart phones has extended from 1[st] tier cities to 2[nd] tier cities. Smart phones have replaced feature phones to become the mainstream product in the market. The prevalence of 4G telecom business has attracted 2G users and they are shifting to 3G and 4G which has become the mobile phone growth momentum in China. Smart phones have rooted their growth trend in 2017. Sales of mobile phones are expected to reach 454 million units in 2017, representing a

growth of 0.2% and the same for 2018 is 452 million units, representing a decline of 0.3%.

China mobilephone 2016 2017(Estimate)
2018(Estimate)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
1,000 units
Growth rate(%)
Shipment volume 452,820
2.3
453,720
0.2
452,440
-0.3
  • Source of information: Gartner Dataquest

Australia

Traditional PC

Australia’s ICT industry is a pioneer in global e-learning and information technology services with a leading position secured in the fields of wireless telecommunications and smart transmission systems. Australia’s ICT is ranked tenth in the global market. Gartner’s research indicates that the total sales volume of PCs in 2016 was 2.95 million units, a decline of 14% from 2015. In 2017 and 2018, 2.85 million units and 2.76 million units of traditional PCs are expected to be shipped, respectively.

56 2016 Annual Review

Australia Traditional PC 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 2,950
-14.0
2,850
-3.4
2,760
-3.2
Amount 2,346
-23.8
2,212
5.7
2,099
-5.1
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 3.92 million units of Ultramobile were sold in Australia in 2016, representing a decline of 7.3% from 2015. Sales of Ultramobile in 2017 are expected to be 4.10 million units, representing a growth of 4.6% and the same for 2018 is 4.12 million units, representing 0.5% growth.

Australian Ultramobile 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million
Growth rate(%)
1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 3,920
-7.3
4,100
4.6
4,120
0.5
Amount 2,342
16.1
2,531
8.1
2,595
2.5
  • Source of information: Gartner Dataquest

Indonesia

Traditional PC

As the world’s fourth largest country in population and with more than 6% annual economic growth in recent years, Indonesia has vigorous domestic market demand. According to IDC, the current PC penetration in Indonesia is only 9%, far below standard in the world. However, the increasing consumer incomes are expected to stimulate the traditional PC market, which marks the country as having high potential in terms of market scale and profitability. On top of it, Telkom Indonesia is planning a US$600 million project to expand optical fiber networks in Indonesia that will drive up the growth in the local PC market.

Indonesia Traditional PC 2016 2017(Estimate)
2018(Estimate)
2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 3,530 -12.2 3,600
2.0
3,650
1.4
Amount 1,856 0.2 1,870
0.8
1,865
-0.3
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 4.16 million units of Ultramobile were sold in Indonesia in 2016, representing a decline of 17.3% from 2015. Sales of Tablet PCs in 2017 are expected to be 3.90 million units, representing 6.3% decline, for sales amounting to US$1.05 billion, representing 7.1% growth and the same for 2018 is 3.82 million units, representing a 2.1% decline, for sales amounting to US$1.09 billion, representing 3.7% growth.

Indonesia Ultramobile 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 4,160
-17.3
3,900
-6.3
3,820
-2.1
Amount 983
19.9
1,053
7.1
1,092
3.7
  • Source of information: Gartner Dataquest

Operation highlights 57

Thailand

Traditional PC

With multiple investment incentives and guidance measures supported by the government, coupled with its critical location in

ASEAN, “The Great Mekong Sub-region” and “golden corridor”, Thailand's e-commerce is growing rapidly. Furthermore, thanks to new government support to mega-projects and increasing awareness of information technology, the importance of information technology to business and individual is also on the rise. Gartner expects sales of traditional PC in 2017 to reach 2.46 million units and 2.47 million units in 2018.

Thailand Traditional PC 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 2,460
3.4
2,460
0.0
2,470
0.4
Amount 1,076
-8.7
1,060
-1.5
1,037
-2.2
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 2.61 million units of Ultramobile were sold in Thailand in 2016, representing a decline of 12.7% from 2015. Sales of Ultramobile in 2017 are expected to be 2.47 million units, representing 5.4% decline, for sales amounting to US$0.6 billion, representing 1.0% growth and the same for 2018 is 2.44 million units, representing 1.2% decline, for sales amounting to US$0.61 billion, representing 2.2% growth.

Thailand Ultramobile 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 2,610
-12.7
2,470
-5.4
2,440
-1.2
Amount 605
12.2
599
1.0
612
2.2
  • Source of information: Gartner Dataquest

India

Traditional PC

According to the global economic outlook report published by the Center for Economics and Business Research (CEBR), India has the potential to become the world’s fourth largest economy in 2022. With the number of internet users growing at an unstoppable speed, the demand for ICT products is also growing steadily. India is expected to become the world’s fastest growing country in terms of IT industry in the future years. Sales of traditional PC in 2017 are expected to be 8.47 million units and 8.63

million units in 2018.

India Traditional PC 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 8,320
-15.0
8,470
1.8
8,630
1.9
Amount 4,330
-11.7
4,371
0.9
4,405
0.8
  • Source of information: Gartner Dataquest

Ultramobile

Gartner’s research indicates that 5.04 million units of Ultramobile were sold in India in 2016, representing a decline of 6.7% from 2015. Sales of Ultramobile in 2017 are expected to be 4.67 million units, representing 7.3% decline and the same for 2018 is 4.60 million units, representing 1.5% decline.

58 2016 Annual Review

India Ultramobile 2016 2017(Estimate)
2018(Estimate)
1,000 units/USD million Growth rate(%) 1,000 units/USD million Growth rate(%)1,000 units/USD million Growth rate(%)
Shipment volume 5,040
-6.7
4,670
-7.3
4,600
-1.5
Amount 1,220
45.2
1,235
1.2
1,282
3.8
  • Source of information: Gartner Dataquest

Synnex has become a leading distributor of IT products and services in Taiwan, its overseas subsidiaries and long-term investments showed impressive results. The local ranking of its subsidiaries in 2016 is as follows:

Region Ranks of distributors
HongKong (subsidiary) 1
China(subsidiary) 2
Australia(subsidiary) 1
Indonesia(subsidiary) 1
Thailand(re-investment) 1
India(re-investment) 2

IC components market

For the effective operation of the semiconductor industry’s supply chain, the manufacturers of upstream semiconductor parts have product technology services provided to downstream manufacturers through the support of distributors, in order to concentrate on developing next-generation products and to create a more sophisticated competitiveness and market opportunities. Distributors are able to bring flexible payment terms to downstream manufacturers, reduce inventory loading, shorten the components supply process effectively, and extend to new product development and technical support services. Under these preconditions, a distributor management model must be innovated continuously to provide customers with Total Solutions in order to obtain profits and pursue sustainable business.

Component distributors in Taiwan have targeted the Asia Pacific market with services provided to main customers, including motherboard manufacturers, system manufacturers, module manufacturers, the PC industry, digital consumer products industry, telecommunications industry, Internet industry, and consumer electronics products industry. Due to continuous innovation and development, market demand for related components is growing. Taiwan and China are the world’s major production bases for personal computers, cellular phones, and network equipment; therefore, the total market demand cannot be overlooked, in which, memory modules, all kinds of driver ICs, wireless telecommunications, Broadband Internet, digital processing ICs, passive elements, optoelectronic elements, and LCD panels are the keys to growth. In addition, China industry increasingly depends on Taiwan products; therefore, the growing demand for smartphones and tablet PCs mean future development opportunities for the IC components industry.

3) Positive factors for our future development

Extensive development potential in the emerging markets

Though the competition is fierce in the emerging market, including Mainland China, India, Thailand, and Indonesia, that we have entered in, the overall market environment has gradually become mature and compliant, and the robust operating and management systems have demonstrated extensive advantages to increase the market share. The countries and regions that we have not entered in have great growing potential for us to develop.

Operation highlights 59

Integration of the brand manufacturers and the bigger in the economic scale, the bigger the growth potential will be

In recent years, information and communications brand manufacturers have sped up the integration and the formation of alliances between leading manufacturers and distributors has become a trend to create a bigger economic scale, lower operating cost, and more efficient collaboration. The economy of scale is not only helpful in the consolidation of the market position, but also accelerates the reduction of the operating cost and vice versa.

New technologies and application changing the market rules and creating new business opportunities

New applications are introduced to the market continuously as the technology progresses. They change the living style of the human beings and game rules. The mobile networking, cloud service, and IoT, among other technological applications, are currently the most obvious examples. For Synnex, this is a challenge that brings us new opportunities.

Continuously increasing of customers’ demand to "small quantity, various types and one stop shopping"

A variety of Synnex’s products offer the convenience of “small quantity, various type and one stop shopping” to customers so as to lower their inventory risk resulted from a short life cycle of IT and Telecom products and price variation while saving time and cost for suppliers. This is one of Synnex’s major feature and the service that other suppliers and agents cannot offer.

Provide quality service in the slim-profit era

Distributors’ profit is close to none in this slim-profit era, thus, quality service determines who wins the game. Synnex’s operating strategy is “to be a professional channel business service provider with integrated services provided to the high-tech industrial chain” in response to the industrial chain development trend and the service demands of the upstream and downstream manufacturers, provide solutions for operational problems, continue to research and develop innovation service mechanism, gradually enhance close cooperation with upstream and downstream manufacturers, and establish the Company’s indispensable role in the industrial value chain.

60 2016 Annual Review

4) Negative factors for our future development and our countermeasures

Negative factors Countermeasures
The regional chain reaction and interaction is enhanced under 1. Diversify risk and reduce the impact of natural disaster and economic and political turbulence
the trend of globalization; also, the impact of local natural through multi-nation, multi-product, and multi-channel business strategy.
disaster or economic and political turbulence is broadened. 2. Focus on the operation of the industry, commit to upgrade internal operational management,
strengthen the constitution of the enterprise, and build up ability for withstanding the
environment variables and systematic risk.
Short life cycle of products 1. Utilize ERP information management system to manage purchase, sales and inventory so as to
The rapid advancement of technology has facilitated the speed of lower inventory weeks and increase number of turnover and meet the target of inventory
products innovation, thus product cycle is shortened to half year optimization.
and resulted in uncertainty of sales performance and increased 2. Adjust inventory weeks in according with the development of life cycle of the respective
inventory risk. products to avoid over-stocking and interest burden.
3. Remove the no-value item to avoid diversified concentration of management.
4. Follow up product and technology development, in addition to popular products, introduce
next-star products at appropriate timing to optimize product combination, control product
opportunityand lower management risk.
Era of marginal profit, profit is low and hard to improve 1. Committed to improve operational efficiency, continue to reduce operating costs, and increase
Mature technology and transparent information cause 3C industry market share with the advantage of low-cost in order to maintain stable profitability.
upstream and downstream to work for marginal profit and with 2. Compute product cost structure through precise operation analysis and develop accurate
difficulty in improving profit. product strategies.
3. Enhancement of operatingcontrol through computer systems to reduce loss ofgross earnings.

5) Essential Purposes of Major Products

Majorproducts
Use
IT related Products Personal Computer
Note Book, Home Computer, Business Computer, Server, Mini
Mobile Computer
Personal or commercial Data Processing
Equipment
Tablet Computer
Multimedia Tablet, Ebook
Entertainment, data processing equipment for
personal or commercial use
Computer
Component
Main board, Graphics Card, Inputs/Outputs Control Card,
Keyboard,Power Supply,Case,CoolingFan
Major components for custom built PC
Prin
tingDevice
InkJet Printer, Laser Printer, Multi-Function Printer, Photo
Printer,3D Printer
Computer printing device
DisplayDevice
LCD Monitor
Computer displaydevice
Storage Device
Hard Disk Drive, Floppy Disk Drive, Tape Drives, CD
Rewritable Drive
Computer storage device
Input Device
Scanner,Digital Camera
Computer input device

Multimedia
Products
CD-Rom Drive, Sound Card, Video Card, Multemedia Suite,
CD-ROM machine, CD Software, Leisure Software,
Multimedia Speaker,PC Camera,LCD Projector
Processing device and software for multimedia
audio, image and information
Networking
Product
Network Card, Routers, Bridge, Internet Connected Device,
Uninterruptible Power Supply, Modem, Network Operating
System, Wireless Network System, Wireless Base Station,
Broadband Router
Networking device and operating software
Application
Software
Operating System, Electronic Spreadsheet, Word Processing,
Integration Software, Database, Utilities Software, Anti-Virus
Software and other application software
Activation or Application Utilities Software
Consumables
Mouse, Floppy Disks, CD-ROM, Inked Ribbons, Ink
Cartridges, Toner Cartridges, Purchase equipment,
consumables
Consumables and purchased goods of computer
storage, printing and input devices
Digital Products LCD TV, Xbox Game Consoles and Software, DVD, Digital
Cameras, Smart Wearable Device, Smart TV Dongle, GPS
Navigation System, Event Data Recorder, Electronic Lock,
Anti-thief Safe, Drone, and Webcam
Personal or home digital products
Telecom Products General
Telecom
Products
Mobile Phone, Consumables & Accessories for Mobile Phone,
Fax Machine and Mobile Power Supply
Consumable communication products for personal
or commercial use
IC Components CPU, Memory, Logic, Audio, Visual, Multimedia Processing
Components, Industrial Components, Linear Components,
Optoelectronic Components, Information Appliance
Components,LCD Panel
Integrated circuit and components for the
manufacturing of personal computer and electronic
products

Operation highlights 61

VI. Employees

1) Number of employees in group

Year
Item
2015.12.31 2015.12.31 2015.12.31 2016.12.31 2016.12.31 2016.12.31 2017.04.30 2017.04.30 2017.04.30
Overseas Taiwan Overseas Overseas
Taiwan Total Total Taiwan Total
subsidiaries subsidiaries subsidiaries
Full time employees 1,255
3,371

4,626

1,775
3,473
5,248

1,778

3,476

5,254
Part-time employees 45
208

253

109
175
284

99

202

301
Total 1,300
3,579

4,879

1,884
3,648
5,532

1,877

3,678

5,555

2) Employees information of Synnex

Item Year

2015.12.31
2016.12.31 2017.04.30
Number of
employees in group
Sales 2,362
2,609

2,590
Operators 491
772

796
Computers 203
222

224
Administrators 585
620

613
Logistics 985
1,025

1,031
Total 4,626
5,248

5,254
Average age 34.2
34.3

34.9
Averageyears of servi ce in company 5.8
6.1

6.3
Education (%) Doctoral degree -
0.1

0.1
Master’s degree 5.9
5.8

5.8
College 82.0
83.5

83.3
High school 11.1
9.8

10.0
Below high school 1.0
0.5

0.9

Note: Part-time employees are not included.

VII. Report on environmental protection and related expenditures

Though distribution industry is not categorized as highly polluted industry, based on the believe that earth is part of

ourselves, Synnex devoted to fulfill its environmental protection responsibility,

  • Obtained ISO 14001 Certification of Environment at Management System:

ISO 14001 Certification of Environment at Management System is recognized internationally as the highest standard of

environmental management. Synnex’s CTO assembly plant has a complete environmental management policy, process and monitoring mechanism, it has obtained as early as 1999 and has successfully passed the annual inspection thereafter.

  • Environmental consideration of packaging materials:

Quality control of logistics operation department is placed in Synnex’s logistics center, one of its function is to achieve the

minimum use of packaging materials in logistics operation so as to reduce environmental burden and cost of packaging material, for example: re-using paper boxes, using non-toxic or biodegradable material in shipment packaging and establishing recycling mechanism to effectively reduce usage of packaging material.

62 2016 Annual Review

VIII. Labor relations

Welfare and benefits for employees

In addition to participating in labor insurance and national health insurance in Taiwan, Synnex also purchases group life insurance for its employees and established the Employee Benefits Committee, arranged various group construction activities and established a health-promoting environment, and provides employees with sufficient securities and a secured work environment to attract employees’ devotion. In terms of overseas subsidiaries, the employee welfare system was established in accordance with the regulations and environment of the foreign country.

Retirement system

Synnex has reemployment retirement matters handled in accordance with the requirements of the Labor Standards Law and Labor Pension Act with the Employee Pension Reserve Committee formed. The new pension system has been implemented in accordance with the Labor Pension Act since July 2005 with pensions reported and withheld in the personal pension account with the Bank of Taiwan according to the related regulations so that employees can work for the Company permanently without any worry. In terms of overseas subsidiaries, pension reserves are appropriated and withheld periodically in accordance with the regulations and environment of the foreign country.

Labor agreement

In addition to normal organizational system, labor-employee relations can be communicated through regular competency assessment system, labor-management meeting and employee welfare committee in order establish channel of communication between employees and management and generate harmony atmosphere in the Company. No significant labor dispute or loss has occurred in 2016 and 2017 up to now.

Employee training

As Synnex regards employees as important intangible asset, thus has devoted to employee training, a complete employee training system has been constructed after years of effort (see below graph). It is believed that the outstanding employee quality will be one of the major advantages in Synnex’s future competition.

==> picture [451 x 258] intentionally omitted <==

----- Start of picture text -----

Training method and channel Actual practice Show results Final goal (7P)
Case Guidance Foster the capacity and habit of "sort → Raising capacity level Professionalism
▪▪ On Job Training of Project execution executive guidance analyzethrough systematic practicing → realization" Capable → Excellent Good → Excel → Planning
Education in knowledge
Improve professional capacity
(Tangible training
courses) ▪ New-recruit report Perfection
▪ Training of scheme (Learning ability+
▪ Professional training and operational system ▪ Duty transfer report professional knowledge+ execution ability) development → Parallel Performance
▪ Training of
professional functions ▪ Monthly report
(Including expatriate
training) meeting Profit
▪ Functional training…. Strengthen capacity
▪ Promotion report
Education in concept and
(Intangible dissipation method ▪ Supervision Single sided → Multiple sided Pleasure
method)
promotion report
▪▪ Synnex EMBA Selective concept and ▪ ”System for Tangible → Intangible Prestige
▪ 3% transcendence articles evaluation of Short term → Long term
▪ Department meeting self-advancement Absolute → Relative
……….
Employee
----- End of picture text -----

Financial information 63

Financial information

  • I. Consolidated condensed balance sheet for the past five years .......................................................................... 64

  • II. Consolidated income statement/condensed income statement for the past five years ..................................... 65

  • III. Name of CPA and their audited opinions in the latest five years ...................................................................... 66

Financial information 64

Financial information

I. Consolidated condensed balance sheet for the past five years

Unit: NTD million
Item / Year ROC GAAP IFRS
2012
2012

2013
2014
2015*
2016*
Current assets 94,597
97,669
102,131
111,760
108,630
102,183
Fixed assets/Property, plant and
equipment
4,656
4,715
5,848
6,737
7,061
6,835
Intangible assets 1,340
407
408
413
450
703
Funds and investments/Other
assets
14,031
14,413
16,068
17,006
18,646
18,110
Total assets 114,624
117,204
124,455
135,916
134,787
127,831
Current liabilities
Before distribution 68,527
71,115
80,664
84,996
90,345
83,323
After distribution 71,701
74,289
85,112
90,238
92,728
84,991
Long term and other
liabilities/Noncurrent liabilities
5,139
5,296
442
4,712
567
626
Total liabilities
Before distribution 73,666
76,411
81,106
89,708
90,912
83,949
After distribution 76,840
79,585
85,554
94,950
93,295
85,617
Equity attributable to
shareholders of theparent
40,958
40,793
42,584
45,327
42,818
42,572
Capital stock 15,839
15,839
15,885
15,885
15,885
16,679
Capital reserve 13,975
14,030
14,265
14,331
14,140
14,196
Retained earnings
Before distribution 12,815
12,290
14,400
14,986
12,920
14,534
After distribution 9,641
9,116
9,952
9,744
10,537
12,866
Other adjustments on
Stockholder’s equities/Other
equity
(1,671)
(1,366)
(1,966)
124
(127)
(2,837)
Treasury stock -
-
-
-
-
-
Non-controlling interests -
-
764
882
1,057
1,310
Total shareholder’s equity
Before distribution 40,958
40,793
43,348
46,208
43,875
43,882
After distribution 37,784
37,619
38,900
40,966
41,492
42,214
  • Financial statement of the respective years has been audited.

** Asset revaluation had not been processed in the last five years.

*** The amount after distribution of the respective years was based on the resolution of the Annual Shareholders’ meeting in the following

year, except for 2016, based on the board resolution in the following year.

Financial information 65

II. Consolidated income statement/condensed income statement for the past five years

five years
(Except for earni Unit: NTD million.
ngsper share in NTD)
Item / Year ROC GAAP IFRS
2012
2012

2013
2014
2015*
2016*
Operating revenues 312,585
312,585
330,260
331,533
322,133
342,696
Gross Profit 11,532
11,532
11,059
11,525
11,592
12,131
Operating income 4,472
4,558
3,879
4,450
3,949
4,269
Non-operating income and expenses 2,429
2,294
2,513
1,767
(211)
1,456
Net income before tax 6,901
6,853
6,392
6,217
3,738
5,725
Net income from continuing
department
5,816
5,767
5,433
5,255
3,419
5,124
Loss from discounted department -
-
-
-
-
-
Net income 5,816
5,767
5,433
5,255
3,419
5,124
Other comprehensive income (net of
tax)
NA
(1,474)
(590)
1,986
(318)
(2,724)
Total comprehensive income NA
4,293
4,843
7,241
3,101
2,400
Net income attributable to
shareholders of theparent
NA
5,767
5,274
5,024
3,186
4,876
Net income attributable to
non-controllinginterests
NA
-
159
231
233
248
Total comprehensive income
attributable to shareholders of the
parent
NA
4,293
4,684
7,124
2,926
2,147
Total comprehensive income
attributable to non-controllinginterests
NA
-
159
117
175
253
Earnings per share - before retroactive
adjustment
3.69
3.66
3.32
3.16
2.01
2.92
- after retroactive adjustment*** 3.51
3.48
3.17
3.01
1.91
2.92
  • Financial statement of the respective years has been audited.

** Retroactive adjustment is made with the stock shares from earnings, capital reserve, and employees’ bonus as of December 31, 2016.

66 2016 Annual Review

III. Name of CPA and their audited opinions in the latest five years

Auditing year Name of CPA firm Name of CPA
Audited opinions
2011
2012
2013
2014
2015
2016
PricewaterhouseCoopers
PricewaterhouseCoopers
PricewaterhouseCoopers
PricewaterhouseCoopers
PricewaterhouseCoopers
PricewaterhouseCoopers
Jenny Yeh, Tseng, Hui-Chin
Modified unqualified audited opinion
Jenny Yeh, Tseng, Hui-Chin
Modified unqualified audited opinion
Jenny Yeh, Tseng, Hui-Chin
Modified unqualified audited opinion
Eric Wu, Chou, Chien-Hung
Modified unqualified audited opinion
Eric Wu, Chou, Chien-Hung
Modified unqualified audited opinion
JennyYeh, Eric Wu
Unqualified audited opinion

Financial status, results of operations & risk management 67

Financial status, results of operations & risk management

I. Analysis and review of financial position and results of operations ................................................................. 68
1) Analysis of financial position ................................................................................................................................. 68
2) Analysis of the results of operation ........................................................................................................................ 69
3) Liquidity analysis ................................................................................................................................................... 70
4) Important capital expenditure in the most recent calendar year and its effect on the company’s operational and
financial situation ................................................................................................................................................... 70
5) Review and analysis of investment ......................................................................................................................... 71
II. Risk management ................................................................................................................................................. 72
1) Changes in interest and foreign exchange rates and inflation all exert a material effect on profit/loss of the
Company and call for appropriate measures by the company to protect itself ........................................................ 72
2) High risk, high leverage investment, granting loans to outsiders, doing endorsement and guarantees and
derivatives trading .................................................................................................................................................. 72
3) Others ..................................................................................................................................................................... 73
4) Summarized operating results of group enterprises ................................................................................................ 74

68 2016 Annual Review

Financial status, results of operations & risk management

I. Analysis and review of financial position and results of operations

1) Analysis of financial position

Unit: NTD million
Item / Year
2015
2016
Increase(Decrease) (%)
Amount
%
Current assets
108,630
102,183
Investments under equity method
11,161
11,132
Properties, plants and equipment
7,061
6,835
Intangible and other assets
7,935
7,681
(6,447)
(6)
(29)
(3)
(226)
(3)
(254)
(3)
Total assets
134,787
127,831
(6,956)
(5)
Current liabilities
90,345
83,323
Non-current liabilities
567
626
(7,022)
(8)
59
10
Total liabilities
90,912
83,949
(6,963)
(8)
Capital stock
15,885
16,679
Capital reserve
14,140
14,196
Retained earnings
12,920
14,534
Other shareholder’s equity
(127)
(2,837)
794
5
56
-
1,614
12
(2,710)
(2,134)
Non-controlling interest
1,057
1,310
253
24
Total shareholder’s equity
43,875
43,882
7
-

Analysis:

Current assets and current liabilities (↓NTD6,447million, 6%; ↓NTD7,022 million, 8%)

The decrease in current assets is mainly due to the decrease of cash and cash equivalent by NTD6,424 million (↓46%). The decrease in current liabilities is mainly due to the decrease of short term borrowing by NTD8,966 million ( 19%), the reasons are:

  1. For the increase in notes and accounts receivable and payable, in terms of the business cycle days, days sales in accounts receivable and days average payment days for 2016 were 51 days and 34 days, respectively; also, inventory turnover days were 39 days, and net business cycle days were 56 days (days sales in accounts receivable + inventory turnover days- average payment days) that was same as the year 2015. In addition to continuing the implementation of the Group’s effective management of accounts receivable and inventory, with the advantage of expanding Group purchasing, future efforts remain committed to seeking an extension of payment terms from suppliers or a higher purchase discount.

  2. The net loan outstanding (short-term loan + short-term bills payable + long-term loan due in one year + corporate bond payable + long-term loan - cash and cash equivalents) in 2016 amounted to NTD36,633 million that represented an decrease of NTD2,422 million from the NTD39,055 million in 2015 thanks to the appropriate management of receivables and inventories and increase of the cash inflows. The Group’s solvency indexes are good with sufficient borrowing quota to support short-term high funding needs; therefore, there is no problem in the short-term liquidity. In prospect of long-term funding needs, the financial leverage risk and return on equity will be considered equally, if necessary, funds will be raised from the capital market in time.

Capital stock (↑NTD784million, 5%)

Mainly due to distribution of dividends NTD0.5/share in 2016

Other shareholder’s equities (↓NTD2,710 million, 2,134%)

Mainly due to the negative figure in the conversion of the fluctuating foreign currencies from the accumulated long-term investments under the shareholder’s equity

69

Financial status, results of operations & risk management

2) Analysis of the results of operation

Unit: NTD million
Item / Year 2015
2016
Increase(Decrease) (%)
Amount
%
Total revenue
Operating cost
Net gross profit
Operating expense
Operating income
Non-operating revenue and expenditure
Income before tax
Income tax expense
Net income
322,133
342,696
(310,541)
(330,565)
11,592
12,131
(7,643)
(7,862)
3,949
4,269
(211)
1,456
3,738
5,725
(319)
(600)
3,419
5,125
20,563
6
20,024
6
539
5
219
3
320
8
1,667
790
1,987
53
281
88
1,706
50

Analysis:

Total revenue, Operating cost and Gross profit (↑NTD20,563 million , 6%; ↑NTD 20,024 million ,6%; ↑NTD539 million , 5%)

Synnex Taiwan saw revenue up by 29%; Hong Kong/China saw revenue up by 5%, Australia, New Zealand, and Indonesia revenue up by 1%. The scale of overseas market where subsidiaries operate is extensive but local industry is relatively uncompetitive due to lack of logistics operations or ERP information management systems, high growth forecast is maintained.

Gross margin ratio for the year is 3.5%, decrease by 0.1% from previous year.

Operating expenses (↑NTD219 million , 3%)

Mainly due to the increase of operating expense arising from the expansion of business scale. The operating expense rate had gone down from 2.37% in 2015 to 2.29% in 2016 which was relatively low compared to the operating expense rate of the other companies in this industry, indicating that the Company had actively controlled expense and expenditure and the effect of “economies of scale” was gradually showing.

Net operating income (↑NTD320 million , 8%)

To sum up, there was an increase in net operating income by NTD320 million in 2016. In the days to come, as the world as a whole is on the way to a period of tiny interests, the Group plans to focus in expanding revenue growth coupled with enhancing or maintaining net profit margins to maximize operating income and increase returns on equity (ROE).

Non-operating revenues and expenditures (↑NTD1,667 million , 790%)

The net foreign exchange loss was decreased by NTD1,718 million mainly due to less foreign currency loans to subsidies.

70 2016 Annual Review

3) Liquidity analysis

Analysis of cash flow changes

Unit: NTD million

Item / Year 2015 2016
Net cash(outflow) inflow from operating activities (4,800) 8,256
Net cash outflow from investment activities (1,149) (738)
Net cash inflow (outflow) from financing activities (2,795) (11,811)

Analysis:

Operating activities

Cash flow from operating activities was changed from cash outflow to cash inflow, mainly due to increase of the consolidated net earnings in the current year and implementation of the stock management that reduces the inventory cash outflow.

Investing activities

Cash outflow from investing activities was decreased against the previous year, mainly due to the decrease of one-year or longer time deposit by NT$7.229 billion in 2016.

Financing activities

Cash flow from financing activities was increased from the previous year, mainly due to the repayment of short-term loans.

Plans to improve liquidity of cash holding and analysis of liquidity for 2016

Unit: NTD million

Full year’s operating Other activities Net cash
inflow (3)
Cash balance: end of
period (1) + (2) + (3)
Cash balance
(Shortage) Amount
Cash deficiencymeasures
Cash balance:
activities Net cash Investment plan
Financial plan
beginning of period (1)
outflow (2)
13,899 8,256 (14,681)
7,474
(9,397)
-
Bank loan

Analysis:

The Company has sufficient quota to meet the need of short term capital requirement, thus the Company does not have capital issue in short to mid-term.

Cash flow forecast of 2017

Unit: NTD million
Cash balance:
beginning of period (1)
Full year’s operating Other activities Net cash
outflow (3)
Cash balance: period
ending
(1)+(2)+(3)
Cash balance
(Shortage) Amount
Cash deficiencymeasures
Investment plan
Financial plan
activities Net cash
inflow(2)
7,474 5,250 (1,550)
11,174
6,000
-
-

Analysis:

The Company has sufficient credit line to meet the need of short term capital requirement, thus the Company does not have capital issue in short to mid-term.

4) Important capital expenditure in the most recent calendar year and its effect on the company’s operational and financial situation

Important capital expenditures and their funding

Unit: NTD million
Planned item Estimated or Estimated end
date of projects
Total capital
Estimated or actual capital expenditure executions
actual source
2014
2015
2016
2017
of funds
Establish/Expand logistics centers in all
locations
own capital Compile budget
annually
Compile budget
annually
950
769
333
280

Expected benefits

The effective and quality back-office logistics operation is Synnex’s major competitive advantage, each logistics center has fully developed its effectiveness to facilitate the growth of Synnex’s business and establish solid foundation for future development. Synnex is planning to increase capital expenditure for overseas subsidiaries with a focus in China to meet the needs of rapid growth of business in the future.

Financial status, results of operations & risk management

71

5) Review and analysis of investment

Overall investment policy

Overall investment policy
Unit: NTD million
2016.12.31 Balance of
investment
Investment policy of the coming year
Item
Investment under equity method 11,132
The Group does not have any significant investment or disposition plan on Synnex
Corporation(US),Redington Group (India),and Synnex Thailand.
Long-term investment – others and financial
assets carried at cost
1,723
In addition to the disposition of non-performing minor investment, the Company does not
have anyinvestment or dispositionplan.
Available-for-sale financial asset 1,557
It will be disposedgradually.

Review and analysis of important analysis

Unit: NTD million

Item 2016.12.31 2016
Improvement Investment plan of
Percentage of Investment
Policy
Major reason of operating profit or loss
plan the coming year
shareholding gain
Synnex Corporation
(US)
10.31% 785
Long term
holding
The Company is categorized as IT product and
communication channel service provider, its coverage
including Europe, US and Japan. The Company’s net
income was NTD7,456 million in 2016. Synnex
recognized investment income under the equity
method.
NA No current
investment or
disposition plan.
Redington (India) Ltd.
(India)
23.58% 505
Long term
holding
The Company is categorized as an IT and Telecom
product distribution service provider, its coverage
includes India, Middle-East and Africa. The
Company’s net income was NTD2,142 million in
2016. Synnex recognized investment income under
the equitymethod.
NA No current
investment or
disposition plan.
Synnex (Thailand)
Public Company Ltd.
(Thailand)
40.00% 153
Long term
holding
The Company is categorized as an IT product and
communication channel service provider, its coverage
is focused solely in the Thailand market. The
Company’s net income was NTD383 million in 2016.
Synnex recognized investment income under the
equitymethod.
NA No current
investment or
disposition plan.
MiTAC Inc.
(Taiwan)
18.36% 52
Long term
holding
The Company is categorized as a systematic
integration value-added service provider. With cash
dividend of NTD1.0 per share in 2015, it is recorded
by Synnex in financial asset carried at cost and
recognized as dividend income.
NA No current
investment or
disposition plan.

72 2016 Annual Review

Risk management

1) Changes in interest and foreign exchange rates and inflation all exert a material effect on profit/loss of

the Company and call for appropriate measures by the company to protect itself

Risk items Risk factors Loss/gain caused byrisk factors
Countermeasure
Interest As interest rate remains low in recent years, the
company adopts flexible financial leverage
operation by raising capital at low cost to replace
capital injection from its own capital and effectively
increase return on equity. However, the fluctuation
of interest rate may have certain risk on the
Company’s operation.
Balance of average net outstanding loans=average
bond funds.
* Net interest expense = interest expense – interest

Unit: NTD million 1. Financial leverage must be balanced with increase in
return on equity; therefore, when financial leverage
reaches certain target, the Company must raise capital
from the market to reduce risk.
2. Regular evaluation and supervision of overseas
subsidiaries’ financial leverage, when certain risk target is
reached, the parent company must inject capital to reduce
financing proportion.
3. Utilize the advantage of group’s size and performance
to negotiate prime rate.
2015
2016
Change(%)
Average loan
51,696
48,531
(6)
Average net outstanding
loans
33,431
37,844
13
Interest expense
831
657
(21)
Net interest expense
*
(196)
227
216
loans-average cash and cash equivalent-average short term investment
income –gain on disposal of bond funds
Foreign
exchange
The characteristics of each product line is described
below:
IT products: Certain percentage of this product line
is imported (mostly denominated in US$), sale of
goods is mostly denominated in local currency, and
there is certain exchange risk.
Telecom products: Purchase and sales of goods
locally and is denominated in local currency,
therefore, no exchange risk.
IC components: Certain percentage in this product
line is imported (mostly denominated in US$),
though certain percentage of sales is denominated in
US$, there still remains certain degree of exchange
risk.

Unit: NTD million 1. For NTD to US$, purchase US$ and transfer to term
deposit when there is a purchase denominated in US$ and
use the term deposit to settle goods payable to obtain total
hedge.
2. The overseas subsidiaries use forward exchange
contract to avoid exchange risk.
3. RMB to US$ is reducing the fluctuation of exchange
gain (loss) through lowering RMB position.
2015
2016
Change(%)
Net exchange gain
(2,419)
(701)
(71)
Note: The net foreign exchange loss in 2016 was around NTD701
mainly due to the depreciation of RMB.
Inflation As the end-user of our IT and Telecom products are
consumers, therefore, high unit price products will
be impacted by inflation and resulted in investment
risk of reduction in sales or gross margin on sales.
The inflation (deflation) rate in 2016 of where the Company and its
overseas subsidiaries located are:
Taiwan: 1.3%
Hong Kong: 2.6%
China: 2.3%
Australia: 1.4%
Description: As inflation in the subsidiaries’ countries remains at a
low level, therefore, only minor impact on the Company’s operations
is seen in 2016
“Multi-brand, multi-product” is an important policy of our
company’s product management. Therefore, there will be
small percentage of our products impacted by inflation to
avoid the operational risk of over-centralized products.

2) High risk, high leverage investment, granting loans to outsiders, doing endorsement and guarantees and derivatives trading

Risk items 2016 Execution Group policies and countermeasures
High risk and high leverage
investment
None The operational policy of the group is focus on operation of regular business; therefore, we do not invest in this type
ofproducts.
Lending to others Lending exists only between parent-subsidiaries
relations in 2016.
1. Loan to others will require Board of Directors’ resolution.
2. Lending to: (1) companies that have business relationship with the Group.
(2)Companies with short-term capital requirement.
3. The Grouphas stipulated “procedures for lendingfunds to others” to control lendingoperation.
Endorsement and guarantees 1. Endorsement exists only between
parent-subsidiaries relations in 2016.
2.
No endorsement loss in 2016.
1. Endorsement requires Board of Directors’ approval.
2. Endorse for: (1) companies that have business relationship with the Group.
(2) Directly and indirectly holding over 50% of voting right.
(3) Inter-company or co-builder endorsement due to contract requirement, or co-investment
relationship and each shareholder endorse for the company in accordance with their
shareholding.
(4) Directly and indirectly holding 100% of voting right.
3. The Grouphas stipulated “procedures for endorsement andguarantees” to control endorsement operation.

(Continued on next page)

Financial status, results of operations & risk management

73

Risk items
2016 Execution
Group policies and countermeasures
Derivative products
transactions
The Group has purchased forward exchange contracts
to avoid foreign exchange risk in 2016, as gain/loss
from hedging transactions have been offset by its
gain/loss, therefore, no actualgain/loss isgenerated.
Our group does not carry out speculative derivative trading; trading of derivative products is for hedging purpose
only. All transactions are managed in accordance with “procedures for derivative trading”.

3) Others

Risk items Risk factors Impact on the companyin 2016
Countermeasure
Product R&D As the Company is distribution services provider, therefore, the risk
of product R&D focuses solely on suppliers or customers. However,
in order to expand IC components business, the Group has
established a dedicated group responsible for research and
development which result will be transferred to customers to attract
future purchase orders of IC components. As the manufacturing and
sales of the R&D result will be responsible by the clients, the
Group’s R&D risk is limited to the control of R&D expense.
None
The research and development of the group’s products is positioned
as “assist the sales of IC components through pre-sales services”, the
R&D department can avoid excessive input of company’s resources
if insist in this position, and the final risk of R&D is borne by the
customers.
Change of
government policy
and regulations
As the Company is distribution services provider, therefore, the risk
of product R&D focuses solely on suppliers or customers. However,
in order to expand IC components business, the Group has
established a dedicated group responsible for research and
development which result will be transferred to customers to attract
future purchase orders of IC components. As the manufacturing and
sales of the R&D result will be responsible by the clients, the
Group’s R&D risk is limited to the control of R&D expense.
No significant change in government
policy and regulations.
The Company continues to monitor and analyze the future trend of
each country’s government policy and regulations for immediate
respond where necessary.
Change of
technology
The Company’s product range is mostly high-tech products,
therefore, sales change triggered by change of technology will result
in operational risk, for example: unable to obtain innovative
products’ franchise.
Product franchises obtained by the
Company are increasing or decreasing
in 2012.
“Multi-brand, multi-products” is the important policy of the product
operation. The products that our Company represented includes
global brands, in general, most global brands have good control of
the technologyadvantage;thus,reduce the Group’s operational risk.
Change of
corporate image
As the end-user of our Company’s IT and Telecom products are
consumers, therefore, corporate image is very important to our
Company’s operation.
The corporate image of the Company
remains positive, no significant damage
to the Company’s image.
1.
Improve customer services and fully elaborate the functions of
customer’s opinion and consumer complains feedback.
2.
In case of major consumer disputes, inter-departmental team is
formed to avoid the worseningof the situation.
M&A Mergers and Acquisitions can facilitate the expansion of product
agency and range while expanding market share. But there are risks
of overpriced,under-valued liabilityand failure in integration.
The Company did not participate in any
M&A.
NA
Expansion of
plants
Synnex’s major competitive advantage is effective and quality back
office logistics operation that enhances value added services, expand
market share and enhance overall performance. However, there exist
risks of negative cash flow resulted from over-expansion, low usage
rate or idle.
The cost of establishment or expansion
of logistics centers was NTD333
million.
Before expansion: Prudent evaluation of investment effectiveness
and cost.
After expansion: Import successful operational experience and
management to develop its effectiveness.
Centralized
suppliers or
customers
Risk of centralized supplier is the impact to the Company’s
performance when losing a franchise or the represented product
loosing competitiveness.
See “List of major suppliers and
customers in the latest two calendar
years”. The Company does not have
over centralized supplier and customers
issues.
“Multi-brand, multi-products” and “open channel management to
establish dense reseller network” is the Company’s operational
strategy, it can also effectively avoid risk of centralized supplier and
customers.
Transfer or change
of shares of
directors,
supervisors or
shareholders of
over 10%
May have significant impact to shareholder rights and Synnex’s
share price
No significant equity transfer or
change.
The Company has established reporting mechanism to effectively
manage the progress and publish information.
Change of
managerial
authority
May have significant impact to shareholder rights and Synnex’s
share price
No change of managerial authority.
The Company will publish material information shall there be any
change in managerial authority.
Litigation or
non-litigation
event
Material litigation, non-litigation of the Company, the Company’s
directors, supervisors, president, actual owner, major shareholders
with over 10% of shareholding and subsidiaries will damage the
Company’s image, shareholder rights and the Company’s share
price.
See the description below.
With the established reporting system, the Company will minimize
the damage through honest, fast and open process.

Litigation, non-litigation and administrative litigation cases that have been finally judged or in pendency as of the day on which this annual report was printed: Yojun Jiao, the independent director of the Company, was only involved in one litigation in pendency as of the day on which this annual report was printed. The cased involved and the current status are described below: The Securities and Futures Investors Protection Center (SFIPC) asserted on April 27, 2003, that Mr. Yojun Jiao acted as the director of the Pacific Electric Wire & Cable Co., Ltd. (PEWC) during the period from 1999 to 2001 and requested Mr. Yojun Jiao and other co-defendants (including the rest directors, supervisor, and CPA firms) to take joint and several liability for the alleged fraudulent financial statements. The case is pending in Taipei District Court of first sentence. After the assessment, the Company finds that the litigation of the independent director, Yojun Jiao, is his personal affair. It is not related to the financial business of the Company or have significant

74 2016 Annual Review

effect on the shareholder’s equity or the stock price of the Company.

4) Summarized operating results of group enterprises

The financial position and operating results of the group enterprises as of December 31, 2015

Unit: NTD thousands

(Except for earnings per share in NTD)

Total Assets
Total
liabilities
Net Asset
Value
Operating
income
Operating
income
Earnings
Company name Capital Net Income per share
Note*
(after tax)
Seper Marketing Corp.
E-Fan Investments Corp.
Synlogics Service Corp.
Bestcom Infotech Corp.
Synnex Global Ltd.
Synnex Mauritius Ltd.
Peer Developments Ltd.
Synnex China Holdings Ltd.
King’s Eye Investments Ltd.
Trade Vanguard Global Ltd.
LianXiang
Technology
(Shenzhen)
Co., Ltd.
Laser Computer Holdings Ltd. **
Laser Computer (China) Ltd.
Synnex Technology International (HK)
Ltd.
Synnex Electronics Hong Kong Ltd.
Syntech Asia Ltd.
Synnex Australia Pty. Ltd.
Fortune Ideal Ltd.
Golden Thinking Ltd.
Synnex New Zealand Ltd.
PT. Synnex Metrodata Indonesia
Synnex Investments (China) Ltd.
Synnex (Beijing) Ltd.
Synnex (Shanghai) Ltd.
Synnex Distributions (China) Ltd.
Synnex (Chengdu) Ltd.
Synnex (Nanjing) Ltd.
Synnex (Shenyang) Ltd.
Synnex (Tianjin) Ltd.
Synnex (Hangzhou) Ltd.
Synnex (Qingdao) Ltd.
Synnex (Guangzhou) Ltd.
Synnex (Xi’an) Ltd.
1,000
225,000
50,000
1,032,033
17,607,318
775,200
975,460
3,236,460
2,018,007
6,460,000

6,460
1,190,158
33
250,196
9,690
9,690
958,826
60,464
116,758
32,994
1,083,287
6,460,000
290,700
710,600
7,429,000
161,500
161,500
96,900
145,350
161,500
161,500
387,600
129,200

826,803
752,053
74,750
5,266,691
88,163

630,483
150
630,333
-
(151)

73,500
23,825
49,675
-
(334)

3,872,581
2,280,984
1,591,597
11,189,542
217,741

68,590,462
8,061,533
60,528,929
2,921,576
2,861,216

3,602,535
79
3,602,456
505,017
504,380

7,156,689
10,196
7,146,493
796,093
796,001

7,814,464
3,223,411
4,591,053
(1,319,214)
(518,387)

10,230,112
279,888
9,950,224
2,006,504
2,006,330

6,052,357
(190,944)
6,243,301
-
(167)

209,762
120,724
89,038
632,326
18,825

2,275,277
-
2,275,277
614,517
614,507

613,197
64,569
548,628
-
65,587

12,895,060
11,169,262
1,725,798
61,598,882
543,499

587,913
509,326
78,587
(88)
(406)

15,403,838
13,040,391
2,363,447
82,096,107
701,000

16,816,688
14,368,294
2,448,394
49,152,119
659,189

311,508
202,610
108,898
43,919
36,867

1,235,993
1,219,604
16,389
81,731
49,900

1,366,670
1,296,262
70,408
3,456,076
22,607

5,946,438
3,322,006
2,624,432
19,422,417
744,479

21,541,660
13,727,198
7,814,462
84,008
129,929

428,387
103,746
324,641
40,883
(16,381)

2,416,026
1,329,536
1,086,490
240,220
(79,894)

29,837,657
21,266,092
8,571,565
101,909,365
380,173

384,614
237,038
147,576
23,663
(1,945)

309,230
138,377
170,853
16,577
(8,695)

192,677
102,052
90,625
19,012
991

146,349
22,297
124,052
6,928
(4,486)

193,128
17,881
175,247
19,414
5,882

182,712
39,599
143,113
8,443
(2,434)

369,353
2,504
366,849
24,411
(2,098)

223,286
103,157
120,129
17,050
2,403
71,318
139,581
(325)
208,832
4,205,314
504,380
887,051
(518,387)
1,921,560
126,972
11,018
614,539
131,955
482,562
(870)
629,020
328,905
20,015
11,410
1,420
496,969
(1,319,214)
(9,544)
117,182
295,264
(11,428)
(618)
(2,681)
(4,841)
6,181
(3,676)
182
1,728
713.18
6.20
(0.07)
2.02
7.67
21.02
29.37
(5.17)
30.76
0.21
55.09
16.68
16,917.27
8.04
(2.90)
2,096.73
9.89
1.38
0.41
0.95
1,656.56
-
-
-
-
-
-
-
-
-
-
-
-

75

Financial status, results of operations & risk management

(Continued on next page)

(Continue last page)

Company name
Capital
Total Assets
Total liabilities
Net Asset
Value
Operating
income
Earnings
Operating
Net Income
per share
Note*
income
(after tax)
Synnex (Suzhou) Ltd.
193,800
173,945
471
173,474
4,930
(6,852) (4,926)
-
Synnex (Wuhan) Ltd.
161,500
184,267
27,576
156,691
14,060
(1,205) 1,574
-
Synnex (Jinan) Ltd.
161,500
432,734
332,192
100,542
11,340
Synnex (Zhengzhou) Ltd.
161,500
228,676
104,991
123,685
14,515
Synnex (Changsha) Ltd.
129,200
331,019
238,262
92,757
11,422
Synnex (Ningbo) Ltd.
129,200
263,427
180,394
83,033
-
Synnex (Hefei) Ltd.
197,030
294,410
162,397
132,013
5,000
Synnex (Nanchang) Ltd.
129,200
302,157
213,706
88,451
6,882
Synnex (Harbin) Ltd.
161,500
379,391
300,314
79,077
5,822
Synnex (Chongqing) Ltd.
19,380
19,191
68
19,123
-
Synnex (Xiamen) Ltd.
193,800
211,074
60,634
150,440
5,145
Yude (Shanghai) Warehousing Co.,
Ltd.
11,175
21,774
31,346
(9,572)
5,642
Yidu Information Technology
(Shanghai) Co., Ltd.***
-
56
17,162
(17,106)
-
Synnex Technology Development Ltd.
232,810
296,844
9,277
287,567
488,982
Bizwave Tech Co., Ltd.
20,000
58,098
34,899
23,199
119,760
Bestcom Infotech Holding Ltd.
84,545
64,364
-
64,364
-
Bestcom Infotech (Shanghai) Corp.
90,944
149,246
84,976
64,270
289,866
Bestcom International Ltd.
84,545
64,287
-
64,287
-
(3,340)
(636)
(1,221)
(9,468)
(10,413)
(10,193)
(13,308)
(4)
(8,930)
(5,084)
(10,382)
19,956
2,782
-
16,406
-
(22,703)
-
(2,801)
-
(13,130)
-
(13,920)
-
(15,773)
-
(17,190)
-
(32,287)
-
1,104
-
(10,720)
-
(4,821)
-
(10,373)
-
16,570
-
2,423
1.21
16,115
1.91
16,115
-
16,115
1.91
  • The capital of the overseas group enterprises is calculated based on historical exchange rate; balance sheet is calculated based on the exchange rate of the reporting date; income statement is calculated based on the average exchange rate of the current year and denominated in NT Dollars. The exchange rate is as follows: Reporting date exchange rate for 2016.12.31: US$1=NT$32.30 HK$1=NT$4.17 A$1=NT$23.32 THB$1=NT$0.92 RMB$1=NT$4.66 Average exchange rate for 2016: US$1=NT$32.31 HK$1=NT$4.18 A$1=NT$24.04 THB$1=NT$0.94 RMB$1=NT$4.86 ** Refers to Consolidated Financial Statements. *** Fund injection was not yet completed as of 12.31.2016.

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2016 AND 2015


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

76

SYNNEX TECHNOLOGY INTERNATIONAL

CORPORATION AND ITS SUBSIDIARIES

Declaration of Consolidated Financial Statements of Affiliated Enterprises

For the year ended December 31, 2016, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the company that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard 10. If relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.

Hereby declare,

Matthew Miau Feng Chiang

SYNNEX TECHNOLOGY INTERNATIONAL

CORPORATION AND ITS SUBSIDIARIES

March 17, 2017

77

Report of Independent Accountant Translated From Chinese

PWCR16000355

To the Board of Directors and Stockholders 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, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audit and the reports of other independent accountants (see information disclosed in the Other Matter - Scope of the Audit 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, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). 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 the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient

78

and appropriate to provide a basis for our opinion.

Key audit matters

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

Key audit matter – Assessment of allowance for uncollectible accounts

Description

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

The Group is primarily engaged in the sale of communication products, consumer electronic products, electronic products and components The Group manages the collection of accounts receivable from customers and bears the associated credit risk. The 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, current economic conditions, etc. For group assessed accounts receivable, assessment process is affected by management’s judgment on historical uncollectible records and makes adjustments in accordance with current economic conditions. As management’s judgment on determining allowance for uncollectible accounts is relatively subjective and the estimated amount is material to the financial statements, therefore, we indicated that the assessment of allowance for uncollectible accounts as one of the key audit matters.

79

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Obtained the Group’s policy applied to assessment of allowance for uncollectible accounts. Assessed whether the allowance for uncollectible accounts policy is applied in a manner consistent between comparative and current periods of the financial statements.

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

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

Key audit matter – Assessment of allowance for valuation of inventory

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(9) for details of inventory items.

For the purpose of meeting diverse customer needs, the Group applied multi-brands and multi-product strategy. Due to the short life cycle of electronic products and the price is highly affected by market fluctuation, there is a high risk of incurring inventory valuation losses. The Group’s inventory policy on inventory valuation is based on the lower of cost or net realisable value. For inventory that was checked item by item for net relisable value, the Group then applied the lower of cost or net realisable value method for recognizing loss on decline in market value.

Considering the Group’s allowance for inventory valuation losses are mainly caused by loss on decline in market value, the valuation involves subjective judgment and since the amount is material to the financial statements, therefore, we indicated the estimates of the allowance for inventory valuation as one of the key audit matters for this fiscal year.

80

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

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

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

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

Key audit matter – 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 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 are obtained due to decline in market value, participations in special purchase promotions, and subsidies for marketing. The Group estimates rebates that shall be recognised in accordance with the percentage of achievement of the rebate contract terms. There are various types of rebate programs, complicated calculations and transactions with different suppliers as well as the manual process involved in the verification and calculation of rebates. All of these aforementioned factors adds to the complexity of assessing purchasing rebate. Thus, we indicated that the assessment of purchase rebate as one of the key audit matters for this fiscal year.

81

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

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

  2. Selected samples of details of purchase rebate estimation, reviewed the inventory item and checked its supporting document in order to assess the reasonableness of estimation.

  3. First, sampled details of purchased rebate estimation without notice from suppliers that has been recognised as of the balance sheet date. Second, after the balance sheet date, selected samples that has received debit note or other supporting documents from suppliers to check whether actual rebate approximated the estimation. In addition, after balance sheet date, checked whether there was significant new rebates that should be recognised as of the balance sheet date.

  4. For significant outstanding rebate receivable accounts, we sampled accounts and checked the existence of original vouchers or supporting documents or tested subsequent collections after the balance sheet date.

Other matters – Scope of the Audit

We did not audit the financial statements of certain consolidated subsidiaries. The financial statements of these subsidiaries were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, in so far as it relates to the amounts and the information disclosed in Note 13 included in these financial statements, is based solely on the reports of the other independent accountants. The subsidiaries held assets of $1,388,665 thousand and $1,472,480 thousand, constituting 1% and 1% of the total consolidated assets as of December 31, 2016 and 2015, respectively, and generated net operating income of $0, constituting 0% of the total consolidated net operating income for both the years then ended. Furthermore, information disclosed in Note 6(10) relative to investments accounted for under equity method and information on certain investees disclosed in Note 13 for the years ended December 31, 2016 and 2015 is based solely on the reports of the other independent accountants. Among the investees, certain investees financial

82

reports were prepared under different accounting standards, we have performed required additional auditing procedures and adjusted these reports in conformity with “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the international Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. The related investment income before adjustments (including share of profit or loss of associates accounted for using equity method) was $1,457,700 thousand and $1,322,836 thousand for the years ended December 31, 2016 and 2015, respectively, constituting 28% and 39% of the consolidated total net operating income for the years then ended, respectively. The comprehensive income recognised for these investments accounted for using equity method was $1,277,236 thousand and $1,216,660 thousand, constituting 53% and 39% of consolidated total comprehensive income for the years then ended, respectively. The balance of related long-term equity investments amounted to $11,063,339 thousand and $10,382,364 thousand, constituting 9% and 8% of the total consolidated assets as of December 31, 2016 and 2015, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of Synnex Technology International Corporation as at and for the years ended December 31, 2016 and 2015.

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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

83

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

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

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

84

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

  2. 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.

  3. 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.

  4. 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.

85

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

Yeh, Tsui Miao Wu, Yu Lung

For and on behalf of PricewaterhouseCoopers, Taiwan March 17, 2017

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 report of independent accountants 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, Taiwan 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.

86

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

1100
1110
1125
1150
1160
1170
1180
1200
1210
1220
130X
1410
1470
11XX
1523
1543
1550
1600
1760
1780
1840
1900
15XX
1XXX
Assets Notes
6(1)
6(2)
6(3)
6(5)
7
6(6)
7
6(8)
7
6(29)
6(9)
8
6(3)
6(4)
6(10)
6(11)
6(12)
6(13)
6(29)
6(6)(14)
and 8
Amount
%
7,474,322
$ 6
534,178
1
1,506,147
1
7,685,827
6
240
-
40,830,646
32
384,225
-
7,344,037
6
590
-
222,828
-
33,648,105
26
2,394,068
2
158,110
-
102,183,323
80
51,269
-
1,723,497
1
11,132,423
9
6,835,286
5
1,331,010
1
702,559
1
1,307,316
1
2,564,487
2
25,647,847
20
127,831,170
$ 100
December 31,2016
December 31,2015 December 31,2015
Amount
7,474,322
$ 534,178
1,506,147
7,685,827
240
40,830,646
384,225
7,344,037
590
222,828
33,648,105
2,394,068
158,110
102,183,323
51,269
1,723,497
11,132,423
6,835,286
1,331,010
702,559
1,307,316
2,564,487
25,647,847
127,831,170
$
Amount
13,898,657
$ 424,108
1,415,009
8,187,190
-
38,147,636
104,175
7,723,546
62,718
172,509
35,258,681
2,769,713
466,222
108,630,164
18,290
1,805,312
11,161,302
7,060,838
1,511,552
449,841
1,188,197
2,962,022
26,157,354
134,787,518
$
%
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss-current
Available-for-sale financial assets-current
Notes receivable-net
Notes receivable-related parties-net
Accounts receivable-net
Accounts receivable-related parties-net
Other receivables
Other receivables-related parties
Current tax assets
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Available-for-sale financial assets-noncurrent
Financial assets measured at cost-noncurrent
Investments accounted for under the equity method
Property, plant and equipment, net
Investment property, net
Intangible assets, net
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
11
-
1
6
-
28
-
6
-
-
26
2
1
81
-
2
8
5
1
-
1
2
19
100

(Continued)

87

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2100
2110
2120
2150
2170
2180
2200
2220
2230
2300
21XX
2570
2600
25XX
2XXX
3110
3200
3310
3320
3350
3400
31XX
36XX
3XXX
3X2X
Liabilities and Equity Notes
Amount
%
Amount
%
6(15)
38,687,813
$ 30
47,654,101
$ 36
6(16)
5,420,000
4
5,300,000
4
6(2)
-
-
7,684
-
7
1,564,010
1
1,252,099
1
29,540,632
23
28,783,381
21
7
-
-
12,196
-
6(17)
6,749,042
6
5,842,171
4
7
3,953
-
8,809
-
6(29)
1,043,353
1
1,229,110
1
314,517
-
255,156
-
83,323,320
65
90,344,707
67
6(29)
144,304
-
111,979
-
6(18)
481,050
1
455,540
-
625,354
1
567,519
-
83,948,674
66
90,912,226
67
6(19)
16,679,470
13
15,885,209
12
6(20)
14,196,063
11
14,139,722
10
6(21)
6,415,402
5
6,096,802
5
126,513
-
-
-
7,992,064
6
6,823,082
5
6(22)
2,837,318)
(
2)
(
126,513)
(
-
42,572,194
33
42,818,302
32
1,310,302
1
1,056,990
1
43,882,496
34
43,875,292
33
9
11
127,831,170
$ 100
134,787,518
$ 100
December 31,2016
December 31,2015
December 31,2015 December 31,2015
%
Current liabilities
Short-term borrowings
Short-term notes and bills payable
Financial liabilities at fair value through profit or loss
-current
Notes payable
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Current income tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent
Share capital
Share capital-common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Equity attributable to owners of the parent
Non-controlling interest
Total equity
Significant contingent liabilities and unrecognized
contract commitments
Significant events after the balance sheet date
Total liabilities and equity
36
4
-
1
21
-
4
-
1
-
67
-
-
-
67
12
10
5
-
5
-
32
1
33
100

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

See report of independent accountants dated March 17, 2017.

88

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2016 AND 2015

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

4000
Operating revenues
5000
Operating costs
5950
Gross profit, net
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6000
Total operating expenses
6900
Operating income
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint ventures accounted for under
the equity method
7000
Total non-operating income and expenses
7900
Profit before tax
7950
Income tax expense
8200
Profit
Other comprehensive income
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8349
Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
8310
Components of other comprehensive (loss) income that will
not be reclassified to profit or loss
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Cumulative translation differences of foreign operations
8362
Unrealized loss on valuation of available-for-sale financial assets
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 (loss) income that will be
reclassified to profit or loss
8300
Other comprehensive loss for the year, net of tax
8500
Total comprehensive income for the year
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interest
Profit
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interest
Total comprehensive income for the year
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share
Notes
6(23) and 7
6(9)

6(18)(27)(28)



6(24)
6(25)

6(26)

6(10)
6(29)


6(29)

6(22)

6(3)(22)
6(10)(22)



6(29)
6(29)
Years ended December 31, Years ended December 31, Years ended December 31,
2016 %
100
97)
(

3
1)
(

1)
(

2)
(

1
-
-

-

1
1

2
-

2
-

-
-

1)
(

-

-

1)
(

1)
(

1
2
-
2
1
-
1
2.92
2.92
2015
Amount
342,696,453
$ 330,565,489)
(
12,130,964
4,301,741)
(
3,559,991)
(
7,861,732)
(
4,269,232
1,297,200
647,223)
(
656,692)
(
1,462,960
1,456,245
5,725,477
600,741)
(
5,124,736
$ 22,502)
($ 3,785
18,717)
(
2,788,753)
(
263,666
180,463)
(
2,705,550)
(
2,724,267)
($ 2,400,469
$ 4,876,679
$ 248,057
5,124,736
$ 2,147,157
$ 253,312
2,400,469
$ $
Amount
322,133,452
$ 310,541,679)
(
11,591,773
4,357,619)
(
3,285,583)
(
7,643,202)
(
3,948,571
1,909,629
2,693,726)
(
831,145)
(
1,404,223
211,019)
(
3,737,552
318,875)
(
3,418,677
$ 11,426)
($ 1,563
9,863)
(
85,034)
(
116,226)
(
106,669)
(
307,929)
(
317,792)
($ 3,100,885
$ 3,185,995
$ 232,682
3,418,677
$ 2,925,730
$ 175,155
3,100,885
$ $
%
100
97)
(
3
1)
(
1)
(
2)
(
1
1
1)
(
-
-
-
1
-
1
-
-
-
-
-
-
-
-
1
1
-
1
1
-
1
1.91
$ $ 1.91

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 17, 2017.

89

YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2015
Balance at January 1, 2015
Appropriations of 2014 earnings
Provision for legal reserve
Provision for special reserve
Distribution of cash dividend
Change in net assets of the associate and joint
ventures accounted for under the equity method
Other comprehensive loss for 2015
Net income for 2015
Balance at December 31, 2015
2016
Balance at January 1, 2016
Appropriations of 2015 earnings
Provision for legal reserve
Provision for special reserve
Distribution of cash dividend
Distribution of stock dividend
Change in net assets of the associate and joint
ventures accounted for under the equity method
Other comprehensive (loss) income for 2016
Net income for 2016
Balance at December 31, 2016
Notes
6(21)
6(22)
6(21)
6(22)
Share capital-
common stock
15,885,209
$ -
-
-
-

-
-
15,885,209
$ 15,885,209
$ -
-
-
794,261
-
-
-
16,679,470
$
Capital surplus
14,331,857
$ -
-
-
192,135)
(
-
-
14,139,722
$ 14,139,722
$ -
-
-
-
56,341
-
-
14,196,063
$
Retained earnings Unappropriated
retained earnings
7,425,704
$ 502,409)
(
1,965,774
5,242,119)
(
-
9,863)
(
3,185,995
6,823,082
$ 6,823,082
$ 318,600)
(
126,513)
(
2,382,781)
(
794,261)
(
66,825)
(
18,717)
(
4,876,679
7,992,064
$
Cumulative
translation
differences of
foreign operations
Unrealized gain or
loss on available
-for-sale financial
assets
65,918
$ 57,971
$ -
-
-
-
-
-

-
-

132,916)
(
117,486)
(

-
-
66,998)
($ 59,515)
($ 66,998)
($ 59,515)
($ -
-
-
-
-
-

-
-
-
-

2,977,178)
(
266,373

-
-
3,044,176)
($ 206,858
Other equityinterest
Total
45,326,826
$ -
-
5,242,119)
(
192,135)
(
260,265)
(

3,185,995
42,818,302
$ 42,818,302
$ -
-
2,382,781)
(
-
10,484)
(
2,729,522)
(
4,876,679
42,572,194
$
Non-controlling
interest
881,835
$ -
-
-

-

57,527)
(

232,682
1,056,990
$ 1,056,990
$ -
-
-

-
-

5,255

248,057
1,310,302
$
Total equity
Legal reserve
5,594,393
$ 502,409
-

-
-
-
-
6,096,802
$ 6,096,802
$ 318,600
-
-
-
-
-
-
6,415,402
$
Special reserve
1,965,774
$ -

1,965,774)
(
-

-
-

-
-
$ -
$ -

126,513

-

-

-

-

-
126,513
$
Cumulative
translation
differences of
foreign operations

65,918
$ -
-
-
-
132,916)
(

-
66,998)
($ 66,998)
($ -
-
-
-
-
2,977,178)
(
-
3,044,176)
($
46,208,661
$ -
-
5,242,119)
(
192,135)
(
317,792)
(
3,418,677
43,875,292
$ 43,875,292
$ -
-
2,382,781)
(
-
10,484)
(
2,724,267)
(
5,124,736
43,882,496
$

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

See report of independent accountants dated March 17, 2017.

90

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax for the year
Adjustments to reconcile profit before income tax to net cash (used in)
provided by operating activities
Income and expenses having no effect on cash flows
Depreciation
Amortization
Amortization of land use rights
Provision for bad debts expense
Net gain on financial assets/liabilities at fair value through profit
or loss
Decline in (gain from reversal of) market value and loss for obsolete and
slow-moving inventories
Loss on obsolescence
Interest expense
Interest income
Dividend income
Gain on disposal of financial asset investments
Impairment loss on financial assets
Share of profit of associates and joint ventures accounted for under the
equity method
Cash dividends on investments accounted for under the equity method
Gain on disposal of investments accounted for under the equity
method
Loss on remeasurement recognition of investments accounted for under
the equity method at fair value
Loss on disposal of property, plant and equipment and investment
property
Depreciation of investment property
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Financial assets at fair value through profit or loss
Notes and accounts receivable
Inventories
Other receivables
Prepayments
Other current assets
Overdue receivables
Long-term lease and installment receivables
Net changes in liabilities relating to operating activities
Notes and accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow (outflow) generated from operations
Interest paid
Interest received
Dividend received
Income tax paid
Net cash provided by (used in) operating activities
Notes
6(11)(27)
6(13)(27)
6(14)
6(5)(6)
6(2)(25)
6(9)
6(9)
6(26)
6(24)
6(24)
6(25)
6(25)
6(10)
6(25)(31)
6(25)
6(12)
2016
2015
5,725,477
$ 3,737,552
$ 347,261
310,258
57,596
31,981
21,610
-
379,780
1,050,386
103,820)
(
18,437)
(
13,408
40,569)
(
5,941
5,449
656,692
831,145
429,641)
(
1,027,500)
(
143,936)
(
124,749)
(
135,699)
(
-
40,000
85,000
1,462,960)
(
1,404,223)
(
302,920
282,889
127,709)
(
-
42,359
-
303
12,739
62,411
63,942
13,934)
(
391,320)
(
545,345)
(
1,181,364)
(
2,210,520
4,041,646)
(
483,004
314,521)
(
393,035
4,582
334,430
251,729
71,577)
(
883,799)
(
22,988
-
438,042
651,601)
(
730,522
722,012)
(
52,330
69,505)
(
36,557
12,049
9,322,565
4,191,545)
(
667,896)
(
834,406)
(
429,641
1,027,500
143,936
124,749
972,001)
(
926,725)
(
8,256,245
4,800,427)
(
Years ended December 31,
2016
2015
5,725,477
$ 3,737,552
$ 347,261
310,258
57,596
31,981
21,610
-
379,780
1,050,386
103,820)
(
18,437)
(
13,408
40,569)
(
5,941
5,449
656,692
831,145
429,641)
(
1,027,500)
(
143,936)
(
124,749)
(
135,699)
(
-
40,000
85,000
1,462,960)
(
1,404,223)
(
302,920
282,889
127,709)
(
-
42,359
-
303
12,739
62,411
63,942
13,934)
(
391,320)
(
545,345)
(
1,181,364)
(
2,210,520
4,041,646)
(
483,004
314,521)
(
393,035
4,582
334,430
251,729
71,577)
(
883,799)
(
22,988
-
438,042
651,601)
(
730,522
722,012)
(
52,330
69,505)
(
36,557
12,049
9,322,565
4,191,545)
(
667,896)
(
834,406)
(
429,641
1,027,500
143,936
124,749
972,001)
(
926,725)
(
8,256,245
4,800,427)
(
Years ended December 31,
2016
5,725,477
$ 347,261
57,596
21,610
379,780
103,820)
(
13,408
5,941
656,692
429,641)
(
143,936)
(
135,699)
(
40,000
1,462,960)
(
302,920
127,709)
(
42,359
303
62,411
13,934)
(
545,345)
(
2,210,520
483,004
393,035
334,430
71,577)
(
22,988
438,042
730,522
52,330
36,557
9,322,565
667,896)
(
429,641
143,936
972,001)
(
8,256,245
3,737,552
$ 310,258
31,981
-
1,050,386
18,437)
(
40,569)
(
5,449
831,145
1,027,500)
(
124,749)
(
-
85,000
1,404,223)
(
282,889
-
-
12,739
63,942
391,320)
(
1,181,364)
(
4,041,646)
(
314,521)
(
4,582
251,729
883,799)
(
-
651,601)
(
722,012)
(
69,505)
(
12,049
4,191,545)
(
834,406)
(
1,027,500
124,749
926,725)
(
4,800,427)
(

(Continued)

91

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of financial assets carried at cost
Proceeds from disposal of investments accounted for using equity method
Net cash flow from acquisition of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment and investment
property
Increase in investment property
Acquisition of intangible assets
(Increase) decrease in refundable deposits
Decrease (increase) in restricted time deposits
(Increase) decrease in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term loans
Decrease in short-term notes and bills payable
Decrease in guarantee deposits received
Decrease in long-term loans
Payment of cash dividends
Net cash used in financing activities
Effects of changes in foreign exchange rates
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Notes
6(31)
6(33)
6(21)
2016
2015
232,517
$ -
$ 114,827
800
250,357
-
945,088)
(
-
513,982)
(
970,911)
(
7,780
34,353
438)
(
3,969)
(
86,271)
(
31,287)
(
465,345)
(
19,621
799,858
202,397)
(
132,281)
(
4,535
738,066)
(
1,149,255)
(
9,216,677)
(
7,687,743
180,000)
(
1,130,000)
(
31,642)
(
68,873)
(
-
4,041,750)
(
2,382,781)
(
5,242,119)
(
11,811,100)
(
2,794,999)
(
2,131,414)
(
11,150
6,424,335)
(
8,733,531)
(
13,898,657
22,632,188
7,474,322
$ 13,898,657
$ Years ended December 31,
2016
2015
232,517
$ -
$ 114,827
800
250,357
-
945,088)
(
-
513,982)
(
970,911)
(
7,780
34,353
438)
(
3,969)
(
86,271)
(
31,287)
(
465,345)
(
19,621
799,858
202,397)
(
132,281)
(
4,535
738,066)
(
1,149,255)
(
9,216,677)
(
7,687,743
180,000)
(
1,130,000)
(
31,642)
(
68,873)
(
-
4,041,750)
(
2,382,781)
(
5,242,119)
(
11,811,100)
(
2,794,999)
(
2,131,414)
(
11,150
6,424,335)
(
8,733,531)
(
13,898,657
22,632,188
7,474,322
$ 13,898,657
$ Years ended December 31,
2016
232,517
$ 114,827
250,357
945,088)
(
513,982)
(
7,780
438)
(
86,271)
(
465,345)
(
799,858
132,281)
(
738,066)
(
9,216,677)
(
180,000)
(
31,642)
(
-
2,382,781)
(
11,811,100)
(
2,131,414)
(
6,424,335)
(
13,898,657
7,474,322
$
-
$ 800
-
-
970,911)
(
34,353
3,969)
(
31,287)
(
19,621
202,397)
(
4,535
1,149,255)
(
7,687,743
1,130,000)
(
68,873)
(
4,041,750)
(
5,242,119)
(
2,794,999)
(
11,150
8,733,531)
(
22,632,188
13,898,657
$

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

See report of independent accountants dated March 17, 2017.

92

SYNNEX TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,

EXCEPT AS OTHERWISE INDICATED)

1. HISTORYAND ORGANIZATION

Synnex Technology International Corporation (the “Company”) was incorporated in September 1988 under the provisions of the Company Law of the Republic of China (R.O.C.). The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in:

  • A. Assembly and sale of computers and computer peripherals;

  • B. Sale of communication products;

  • C. Sale of consumer electronic products;

  • D. Sale of electronic products and components; and

  • E. Maintenance services for the products mentioned above.

The Company's shares have been traded on the Taiwan Stock Exchange since December 1995.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 17, 2017.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”)

  • None.

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Group

New standards, interpretations and amendments endorsed by FSC effective from 2017 are as follows:

93

New Standards, Interpretations and Amendments Effective Date by
International Accounting
Standards Board

Investment entities: applying the consolidation exception
(amendments to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14,‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortization
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions (amendments to IAS
19R)
Equity method in separate financial statements (amendments to IAS
27)
Recoverable amount disclosures for non-financial assets
(amendments to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Improvements to IFRSs 2012-2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

The above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment.

94

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC effective from 2017 are as follows:

ndorsed by the FSC effective from 2017 are as follows:
New Standards, Interpretations and Amendments Effective Date by
International Accounting
Standards Board

Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9 ‘Financial instruments’with IFRS 4‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments'
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
IFRS 15, ‘Revenue from contracts with customers'
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
IFRS 16, ‘Leases’
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments
to IAS 12)
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IFRS 1, ‘First-time adoption of International Financial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IFRS 12, ‘Disclosure of interests in other entities’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to
IAS 28, ‘Investments in associates and joint ventures’
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by
International Accounting
Standards Board
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2018

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment. The quantitative impact will be disclosed when the assessment is complete.

95

  • A. IFRS 9, ‘Financial instruments’

  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognise 12-month expected credit losses or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Company shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.

  • B. IFRS 15, ‘Revenue from contracts with customers’

  • IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11 ‘Construction contracts’, IAS 18 ‘Revenue’ and relevant interpretations. According to IFRS 15, revenue is recognised when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

  • The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

  • Step 1: Identify contracts with customer.

  • Step 2: Identify separate performance obligations in the contract(s).

  • Step 3: Determine the transaction price.

  • Step 4: Allocate the transaction price.

  • Step 5: Recognise revenue when the performance obligation is satisfied.

96

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

  • C. Amendments to IFRS 15, ‘Clarifications to IFRS 15 Revenue from Contracts with Customers‘ The amendments clarify how to identify a performance obligation (the promise to transfer a good or a service to a customer) in a contract; determine whether a company is a principal (the provider of a good or service) or an agent (responsible for arranging for the good or service to be provided); and determine whether the revenue from granting a licence should be recognised at a point in time or over time. In addition to the clarifications, the amendments include two additional reliefs to reduce cost and complexity for a company when it first applies the new Standard.

  • D. IFRS 16, ‘Leases’

IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

  • E. Amendments to IAS 7, ‘Disclosure initiative’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared 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 FSC (collectively referred herein as the “IFRSs”).

97

(2) Basis of preparation

  • A. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Available-for-sale financial assets measured at fair value.

  • (c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

98

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B. Subsidiaries included in the consolidated financial statements:

  • December 31, 2016 and 2015:

Name of investor
Synnex Technology
International Corporation
Synnex Technology
International Corporation
Synnex Technology
International Corporation
Synnex Technology
International Corporation
Synnex Technology
International Corporation
Bestcom Infotech Corp.
Bestcom Infotech Corp.
Bestcom Infotech Holding
Ltd.
Bestcom International Ltd.
Synnex Global Ltd.
Name of subsidiary
Main business
Activities
Ownership (%) Ownership (%)

Description

December
31, 2016


December
31, 2015

Synnex Global Ltd.
Seper Marketing
Corporation
E-Fan Investments
CO., LTD.
Synlogics Service
Corporation (Note
2)
Bestcom Infotech
Corp.(Note 3)
Bizwave Tech Co.,
Ltd. (Note 3)
Bestcom Infotech
Holding Ltd. (Note
3)
Bestcom
International Ltd.
(Note 3)
Bestcom Infotech
Shanghai Ltd.
(Note 3)
King's Eye
Investments Ltd.

Investment holding
company
Sales of computers
and computer
peripherals
Investment company
Freight forwarders
Sales of computers
and computer
peripherals
Retailing of
computer software,
accreditation
service and
consulting services
Investment holding
company
Investment holding
company
Sales of computers
and computer
peripherals,
maintenance and
consulting services
Investment holding
company

100
100
100
100
100
100
100
100
100
100


100
100
100
-
40.86
-
-
-
-
100


PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC

99

Name of investor
Synnex Global Ltd.
Synnex Global Ltd.
Synnex Global Ltd.
Synnex Global ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
King's Eye Investments
Ltd.
Laser Computer Holdings
Ltd.
Laser Computer Holdings
Ltd.
Peer Developments Ltd.
Synnex China Holdings
Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Name of subsidiary
Main business
Activities
Ownership (%) Ownership (%)

Description

December
31, 2016


December
31, 2015

Peer Developments
Ltd.
Investment holding
company
Synnex Mauritius
Ltd.
Investment holding
company
Synnex China
Holdings Ltd.
Investment holding
company
Trade Vanguard
Global Ltd.
Investment holding
company
Laser Computer
Holdings Ltd.
Investment holding
company
Synnex Australia
Pty. Ltd.
Sales of computers
and computer
peripherals
Synnex New
Zealand Ltd.
Sales of computers
and computer
peripherals
Synnex Electronics
Hong Kong Ltd.
Sales of electronic
components
Syntech Asia Ltd.
Sales of electronic
components
Fortune Ideal Ltd.
Real estate
investments
Golden Thinking Ltd. Real estate
investments
PT. Synnex
Metrodata
Indonesia
Sales of computers
and computer
peripherals
Laser Computer
(China) Ltd.
Sales of computers
and computer
peripherals
Synnex Technology
International (HK)
Ltd.
Sales of computers
and computer
peripherals
LianXiang
Technology
(Shenzhen) Ltd.
Sales of electronic
components
Synnex Investments
(China) Ltd.
Investment holding
company
Synnex Distributions
(China) Ltd.
Sale of computers
and computer
peripherals
Synnex (Beijing)
Ltd.
Sale of computers
and computer
peripherals
Synnex (Shanghai)
Ltd.
Sale of computers
and computer
peripherals

100
100
100
100
100
100
100
100
100
100
100
50.3
100
100
100
100
100
100
100


100
100
100
100
100
100
100
100
100
100
100
50.3
100
100
100
100
100
100
100


PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
Other
Other
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC

Synnex Investments Sale of computers

100

Name of investor
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
Name of subsidiary
Main business
Activities
Ownership (%) Ownership (%)

Description

December
31, 2016


December
31, 2015

Synnex (Tianjin)
Ltd.
Synnex (Chengdu)
Ltd.
Synnex (Nanjing)
Ltd.
Synnex (Shenyang)
Ltd.
Synnex (Hangzhou)
Ltd.
Synnex (Qingdao)
Ltd.
Synnex (Guangzhou)
Ltd.
Synnex (Xi’an) Ltd.
Synnex (Suzhou)
Ltd.
Synnex (Wuhan) Ltd.
Synnex (Jinan) Ltd.
Synnex (Changsha)
Ltd.
Synnex (Zhengzhou)
Ltd.
Synnex (Ningbo)
Ltd.
Synnex (Hefei) Ltd.
Synnex (Nanchang)
Ltd.
Synnex (Harbing)

and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals

Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers
and computer
peripherals
Sale of computers

100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100


100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100


PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC
PwC

101

Name of investor
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Investments
(China) Ltd.
Synnex Distributions
(China) Ltd.
Synnex Distributions
(China) Ltd.
Name of subsidiary
Main business
Activities
Ownership (%) Ownership (%)

Description

December
31, 2016


December
31, 2015

Ltd.
and computer
peripherals
Synnex (Chongqing)
Ltd.
Sale of computers
and computer
peripherals
Synnex (Xiamen)
Ltd.
Sale of computers
and computer
peripherals
Yude (Shanghai)
Warehouse Co., Ltd.
Warehouse services
YD Information
Technology (SH)
LTD. (Note 1)
Information
technology service
and sale of
computers and
computer
peripherals
Synnex Technology
Development
(Beijing) Ltd.
Sale of computers
and computer
peripherals

100
100
80
100
100


100
100
80
100
100


PwC
PwC
PwC
PwC
PwC
  • Note 1: These companies were incorporated in 2015.

  • Note 2: These companies were incorporated in 2016.

  • Note 3: The Company acquired Bestcom Infotech Corp., an equity investment accounted under equity method, by tender offer. The original ownership ratio was 40.86% before the tender offer and after the acquisition, the Company obtained 100% share ownership of Bestcom Infotech Corp. As of April 7, 2016, Bestcom Infotech Corp. and its subsidiaries shall be included in the consolidated entities.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

102

(4) Foreign currency translation

  • Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii. All resulting exchange differences are recognised in other comprehensive income.

103

  • (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group still retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group still retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be paid off within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

104

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets held for trading or financial assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorised as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in profit or loss.

(8) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognised and derecognised using trade date accounting.

  • C. Available-for-sale financial assets are initially recognised at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

105

(9) Accounts receivable

Accounts receivable are loans and receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. However, short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

(10) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B. The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • (a) Significant financial difficulty of the issuer or debtor;

  • (b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (c) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (d) It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

  • (e) The disappearance of an active market for that financial asset because of financial difficulties;

  • (f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • (g) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered;

  • (h) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

106

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at amortised cost

The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognised in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortised cost that would have been at the date of reversal had the impairment loss not been recognised previously. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • (b) Financial assets measured at cost

  • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognised in profit or loss. Impairment loss recognised for this category shall not be reversed subsequently. Impairment loss is recognised by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • (c) Available-for-sale financial assets

  • The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, and is reclassified from ‘other comprehensive income’ to ‘profit or loss’. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognised, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognised in profit or loss shall not be reversed through profit or loss. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(11) Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

107

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.

(12) Lease receivables/operating leases (lessor)

  • A. Based on the terms of a lease contract, a lease is classified as a finance lease if the lessee assumes substantially all the risks and rewards incidental to ownership of the leased asset.

  • (a) At commencement of the lease term, the lessor should record a finance lease in the balance sheet as ‘lease receivables’ at an amount equal to the net investment in the lease (including initial direct costs). The difference between gross lease receivable and the present value of the receivable is recognised as ‘unearned finance income of finance lease’.

  • (b)The lessor should allocate finance income over the lease term based on a systematic and rational basis reflecting a constant periodic rate of return on the lessor’s net investment in the finance lease.

  • (c) Lease payments (excluding costs for services) relating to the lease term are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.

  • B. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(13) Inventories

  • A. Cost of inventory purchase includes purchasing price, import taxes and all the related costs involved in the process of obtaining inventory. Discounts, allowances and etc. shall be deducted from the cost of inventory purchases.

  • B. Inventories are stated at the lower of cost and net realisable value. Cost is determined using the the moving-average method. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(14) Investments accounted for using equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

108

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity that are not recognised in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • G. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

109

(15) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Buildings 5 - 55 years Utilities equipment 7 - 24 years Computer equipment 3 - 13 years Transportation equipment 7 - 14 years Furniture and fixtures 5 - 8 years Machinery and equipment 5 - 20 years Leasehold improvements 3 years

(16) Leased assets/operating leases (lessee)

Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

(17) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis. The estimated useful lives of property, plant and equipment are as follows:

110

Buildings 3 - 47 years Utilities equipment 7 - 15 years

(18) Intangible assets

  • A. Computer software

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 7 years.

  • B. Goodwill

Goodwill arises in a business combination accounted for by applying the acquisition method.

(19) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

111

(20) Borrowings

  • A. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

(21) Notes and accounts payable

  • Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

(22) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading or financial liabilities designated as at fair value through profit or loss on initial recognition. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

  • B. Financial liabilities at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognised in profit or loss.

112

(23) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(24) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(25) Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Any changes in the fair value are recognised in profit or loss.

(26) Provisions

Warranties provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Warranties provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense.

(27) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

113

(b) Defined benefit plans

  - i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

  - ii. Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and recorded as retained earning.

  - iii. Past service costs are recognised immediately in profit or loss.
  • C. Termination benefits

  • Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequemtly actual distributed amounts is accounted for as changes in etimates.

(28) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

114

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

115

(29) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(30) Revenue recognition

Sales of goods

The Group sells information, communication, electronic and consumer electronic products. Revenue is measured at the fair value of the consideration received or receivable taking into account of business tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods should be recognised when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

(31) Business combinations

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

116

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognized directly in profit or loss on the acquisition date.

(32) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Group’s Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION

UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

  • A. Revenue recognition on a net/gross basis

The determination of whether the Group is acting as principal or agent in a transaction is based on an evaluation of Group’s exposure to the significant risks and rewards associated with the sale of goods or the rendering of service in accordance with the business model and substance of the transaction. Where the Group acts as a principal, the amount of received or receivable from customer is recognised as revenue on a gross basis. Where the Group acts as an agent, net revenue is recognised representing commissions earned.

The following characteristics of a principal are used as indicators to determine whether the Group shall recognise revenue on a gross basis:

  • (a) The Group has primary responsibilities for the goods or services it provides;

  • (b) The Group bears inventory risk;

  • (c) The Group has the latitude in establishing prices for the goods or services, either directly or indirectly.

  • (d) The Group bears credit risk of customers.

117

B. Financial assets measured at cost

Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured due to lack of sufficient information, are presented in ‘financial assets measured at cost’.

(2) Critical accounting estimates and assumptions

  • A. Assessment of allowance for uncollectible accounts receivable

During the assessment process of allowance for uncollectible accounts receivable, the Group has to use assessment and judgement to determine the future recoverable amount of accounts receivable. The future recoverable amount is affected by various factors such as customers’ financial conditions, Group’s internal credit ratings, historical transaction records, current economic conditions and other factors that could affect customers’ paying ability. If there is a concern regarding accounts receivable collectability, the Group shall assess each individual account’s collectability and recognize appropriate allowances. Management make critical assumptions and estimates concerning future events as of balance sheet date. Assumptions and estimates may differ from the actual results, thus, there might be material changes to the assessment.

  • B. Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory comsumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

  • C. Accrual of inventory purchase rebate

Accrual of inventory purchase rebate is based on contract terms and expected achievement rate. However, contract terms for rebate could be in various types, with complicated calculations and engaged with different counterparties. Therefore, massive amount of purchase and sale information has to be matched with individual merchandise item number manually in order to calculate the rebate. Management make critical assumptions and estimates concerning future events as of balance sheet date. Assumptions and estimates may differ from the actual results, thus, there might be material changes to the assessment.

118

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

ETAILS OF SIGNIFICANT ACCOUNTS
1)Cash and cash equivalents
December 31,2016 December 31,2015
Cash on hand and revolvingfunds 1,490
$
1,268
$
Checkingaccounts and demand deposits 3,239,594 2,435,712
Time deposits 4,233,238 11,461,677
7,474,322
$
13,898,657
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. For information regarding cash and cash equivalents pledged as collateral and is reclassified to other current and other non-current assets, please refer to Note 8.

(2) Financial assets/liabilities at fair value through profit or loss – current

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December 31, 2016 December 31, 2015
Financial assets held for trading
Listed (TSE and OTC) stocks $ 396,820 $ 396,988
Valuation adjustment of financial assets held for
137,266 27,120
trading
Non-hedging derivatives-foreign exchange forward 92 -
Total $ 534,178 $ 424,108
Financial liabilities held for trading
Non-hedging derivatives-foreign exchange forward $ - $ 7,684
----- End of picture text -----

  • A. The Group recognised net (loss) gain of $103,820 and $18,437 on financial assets held for trading for the years ended December 31, 2016 and 2015, respectively,

  • B. The related information of derivative financial instruments of the subsidiaries is as follows:

Foreign exchange forward

Foreign exchange forward
The subsidiaries
Items
December 31, 2016
Book Value
Nominal Principal
(in thousands)
$ 321 USD
1,900

229)
AUD
1,430
$ 92

Book Value
Synnex New Zealand
Synnex New Zealand
Buy USD sell NZD
Buy AUD sell NZD
(

119

December 31, 2015

December 31, 2015
The subsidiaries
Items

Book Value
Nominal Principal
(in thousands)
($ 570) USD
8,000
(
2,176) USD
2,455
(
426) AUD
934
(
4,512)
USD
9,929
($ 7,684)
Synnex Technology
International (HK) Ltd.
Buy USD sell HKD
Synnex New Zealand
Buy USD sell NZD
Synnex New Zealand
Buy AUD sell NZD
PT.SMI
Buy USD sell IDR

In 2016 and 2015, the subsidiaries of the Company undertook forward exchange contracts with local banks to hedge risks put to foreign currency assets and liabilities arising from fluctuations in exchange rates. The Group recognised (loss) gain on valuation amounting to ($6,461) and ($6,995) for the years ended December 31, 2016 and 2015, respectively.

C. The Group has no financial assets at fair value through profit or loss pledged to others.

(3) Available-for-sale financial assets

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----- Start of picture text -----

December 31, 2016 December 31, 2015
Current items:
Listed (TSE and OTC) stocks $ 1,193,627 $ 1,418,647
Non-listed (TSE and OTC) stocks 272,050 272,050
Subtotal 1,465,677 1,690,697
Valuation adjustment of available-for-sale financial
182,352 ( 79,707)
assets
Accumulated impairment - available-for-sale
( 141,882) ( 195,981)
financial assets
Total $ 1,506,147 $ 1,415,009
Non-current items:
Listed (TSE and OTC) stocks $ 5,250 $ 5,345
Non-listed (TSE and OTC) stocks 24,712 -
Valuation adjustment of available-for-sale financial
24,025 12,945
assets
Accumulated impairment - available-for-sale ( 2,718) -
financial assets
Total $ 51,269 $ 18,290
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120

  • A. The Group recognised $317,765 and ($201,226) in other comprehensive income for fair value change for the years ended December 31, 2016 and 2015, respectively. Due to the recognised impairment loss, the amount reclassified from equity to current periods’ profit (loss) is ($40,000) and ($85,000), respectively. Due to the sale of equity investments, the amount reclassified from equity to current periods’ profit (loss) was $94,099 and $0, respectively.

  • B. The fair value of the Group’s unlisted shares declined significantly below its initial investment cost. The Group therefore recognised impairment loss of $40,000 and $85,000 on equity investments for the years ended December 31, 2016 and 2015, respectively.

  • C. As of December 31, 2016 and 2015, no available-for-sale financial assets held by the Group were pledged to others.

(4) Financial assets measured at cost

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----- Start of picture text -----

December 31, 2016 December 31, 2015
Non-current items:
Non-listed (TSE and OTC) stocks $ 1,808,042 $ 2,003,460
Accumulated impairment-financial assets measured
( 84,545) ( 198,148)
at cost
Total $ 1,723,497 $ 1,805,312
----- End of picture text -----

  • A. According to the Group’s intention, its investment in non-listed (TSE and OTC) stocks should be classified as ‘available-for-sale financial assets’. However, as stocks are not traded in active market, and no sufficient industry information of companies similar to the company or financial information cannot be obtained, the fair value of the investment in non-listed (TSE and OTC) stocks cannot be measured reliably. The Group classified those stocks as ‘financial assets measured at cost’.

  • B. As of December 31, 2016 and 2015, no financial assets measured at cost held by the Group were pledged to others.

(5) Notes receivable

Notes receivable
December 31,2016 December 31,2015
Notes receivable 7,713,819
$
8,217,371
$
Less: allowance for bad debts 27,992)
(
30,181)
(
7,685,827
$
8,187,190
$
  • A. The Group’s notes receivable that were neither past due nor impaired had good credit quality.

  • B. Movement analysis of financial assets that were impaired is as follows:

  • (a) As of December 31, 2016 and 2015, the Group’s notes receivable that were impaired amounted to $27,992 and $30,181, respectively.

121

(b)Movements on the Group’s provision for impairment of notes receivable are as follows:

2016
Individual
provision
Group provision Total
At January1 -
$
30,181
$
30,181
$
Provision for impairment - 230 230
Net exchange differences - 2,419)
(
2,419)
(
At December 31 -
$
27,992
$
27,992
$
At January1
Provision for impairment
Net exchange differences
At December 31
Individual
provision
-
$ -
-

-
$
Group provision
16,411
$ 14,252
482)
(
30,181
$ 2015
Total
16,411
$ 14,252

482)
(
30,181
$

(6) Accounts receivable and overdue receivables

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----- Start of picture text -----

December 31, 2016 December 31, 2015
Accounts receivable $ 40,807,815 $ 38,250,922
Lease payments receivable (current portion) 127,431 -
Less: allowance for bad debts ( 104,600) ( 103,286)
40,830,646 38,147,636
Overdue receivables (recorded as other non-current
assets) 2,194,573 2,710,133
Less: allowance for bad debts ( 1,773,204) ( 2,090,718)
421,369 619,415
$ 41,252,015 $ 38,767,051
----- End of picture text -----

Overdue receivables consist primarily of amounts due from customers under bankruptcy proceedings and are stated at their estimated net realizable value. As of December 31, 2016 and 2015, the Group received certain security for a portion of the amounts due.

A. The ageing analysis of financial assets that was not impaired is as follows:

December 31,2016 December 31,2015
Notpast due 35,102,535
$
32,575,000
$
Upto 60 dayspast due 4,957,445 4,624,908
61-120 dayspast due 352,822 493,375
121-180 dayspast due 152,483 113,802
More than 181 dayspast due 686,730 959,966
41,252,015
$
38,767,051
$

122

The above amounts are net of deduction of allowance for bad debts.

  • B. Movement analysis of financial assets that were impaired is as follows:

  • (a) As of December 31, 2016 and 2015, the Group’s accounts receivable that were impaired amounted to $1,877,804 and $2,194,004, respectively.

  • (b)Movements on the Group’s provision for impairment of accounts receivable are as follows:

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----- Start of picture text -----

2016
Individual
provision Group provision Total
At January 1 $ 2,090,718 $ 103,286 $ 2,194,004
Provision for impairment 365,198 14,352 379,550
Write off of uncollectibles ( 587,137) ( 28,379) ( 615,516)
Effect of business combination 14,823 29,133 43,956
Net exchange differences ( 110,398) ( 13,792) ( 124,190)
At December 31 $ 1,773,204 $ 104,600 $ 1,877,804
2015
Individual
provision Group provision Total
At January 1 $ 1,138,436 $ 59,614 $ 1,198,050
Provision for impairment 983,211 52,923 1,036,134
Write off of uncollectibles ( 15,513) ( 7,696) ( 23,209)
Net exchange differences ( 15,416) ( 1,555) ( 16,971)
At December 31 $ 2,090,718 $ 103,286 $ 2,194,004
----- End of picture text -----

  • C. The counterparties of the Group’s accounts receivable are customers from different industries and geographical regions; in order to maintain the quality of the receivables, the Group established credit risk management procedures related to operations and continues to evaluate. The risk evaluation of individual customers takes into consideration the customers’ financial position, internal and external credit ratings and historical transaction records and current economic situation amongst other factors that may affect the customers’ payment ability. The Group utilises certain credit enhancement instruments when necessary; for example: require customers to pay in advance or provide collaterals to lower the customers’ credit risk.

  • D. The computer and computer peripherals were leased under finance lease and leasing period is over 3 years. The Group expects all lease payments would be collected on schedule. The gross investments in those leases and present value of total minimum lease payments receivable as at December 31, 2016 was as follows:

123

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----- Start of picture text -----

December 31, 2016
Total lease Net lease
payments Unearned finance payments
receivable income receivable
Current
Not later than one year (recorded as
$ 149,044 ($ 21,613) $ 127,431
net accounts receivable)
Non-current
Later than one year but not later than
five years (recorded as other non 115,277 ( 14,300) 100,977
-current assets)
$ 264,321 ($ 35,913) $ 228,408
----- End of picture text -----

December 31, 2015:None.

  • E. Information about accounts receivable that were pledged to others as collaterals is provided in Note 8.

(7) Transfer of financial assets

Transferred financial assets that are derecognised in their entirety

The Group entered into a factoring agreement with a bank to sell its accounts receivable. Under the agreement, the Group is not obligated to bear the default risk of the transferred accounts receivable, but is liable for the losses incurred on any business dispute. The Group does not have any continuing involvement in the transferred accounts receivable. Thus, the Group derecognised the transferred accounts receivable, and the related information is as follows:

(Unit: USD thousand)

(Unit: USD thousand)
December 31, 2016

Accounts receivable
transferred

Amount derecognized

Facilities

Amount advanced
The Company
$360
(US$11)
$181,011
(US$5,610)
$190,525
(US$6,067)
Subsidiaries
$914,463
(US$28,312)
$688,437
(US$21,314)

$360
(US$11)
$181,011
(US$5,610)
$190,525
(US$6,067)
$914,463
(US$28,312)
$688,437
(US$21,314)
US$43,500
US$10,000
US$45,000
US$60,000
US$42,000
$360
(US$11)
$181,011
(US$5,610)
$190,525
(US$6,067)
$914,463
(US$28,312)
$688,437
(US$21,314)

124

(Unit: USD thousand)

December 31, 2015

Accounts receivable
transferred
Amount derecognized Facilities Amount advanced
The Company
$644,106
(US$19,660)
$131,851
(US$4,039)
Subsidiaries
$304,097
(US$9,249)
$327,958
(US$9,947)
$205,136
(US$6,239)

$644,106
(US$19,660)
$131,851
(US$4,039)
$304,097
(US$9,249)
$327,958
(US$9,947)
$205,136
(US$6,239)
US$32,000
US$10,000
US$10,000
US$17,000
US$15,000
$644,106
(US$19,660)
$131,851
(US$4,039)
$304,097
(US$9,249)
$327,958
(US$9,947)
$205,136
(US$6,239)

(8) Other receivables

Other receivables
Rebate receivable from suppliers December 31, 2016
5,271,900
$
December 31,2015
4,819,930
$
$
Refund receivable from suppliers 499,929 556,400
Tax refund receivable-business tax
Other non-operatingreceivables,others
560,360
1,011,848
7,344,037
1,352,205
995,011
7,723,546
$
$
Inventories Book value
33,294,627

353,478
33,648,105

Book value
34,888,230

370,451
35,258,681
December 31,2016
Allowance for
Cost Valuation loss Book value
Merchandise inventories 33,933,503
$
638,876)
($
$ 33,294,627
Inventoryin transit 353,478 - 353,478
Total 34,286,981
$
638,876)
($
$ 33,648,105
December 31,2015
Allowance for
Cost Valuation loss Book value
Merchandise inventories 35,491,586
$
603,356)
($
$ 34,888,230
Inventoryin transit 370,451 - 370,451
Total 35,862,037
$
603,356)
($
$ 35,258,681

(9) Inventories

125

The cost of inventories recognised as expense for the period:

Years ended December 31, Years ended December 31, Years ended December 31,
2016 2015
Cost of inventories sold 330,546,140
$
310,576,799
$
Loss on decline in(gain on reversal of)market value 13,408 40,569)
(
Loss on retirement 5,941 5,449
330,565,489
$
310,541,679
$

In 2015, gain from price recovery of inventory was caused by the reversal of loss on market value decline and obsolete inventories when the related inventory items were scrapped or sold.

(10) Investments accounted for under equity method

A. The details are as follows:

The details are as follows:
December 31,2016 December 31,2015
Percentage Percentage
Balance ownership Balance ownership
Associates:
Synnex Corporation 6,667,079
$
10.31% 6,378,209
$
10.61%
Redington(India)Ltd. 3,498,088 23.58% 3,151,986 23.59%
Synnex (Thailand) Public Company
Ltd.
901,561 40.00% 852,169 40.00%
Bestcom Infotech Corporation
(Note)
- - 778,938 40.86%
Other 65,695 20%~40% - -
11,132,423
$
11,161,302
$
  • B. The above investments accounted for under the equity method are profit/(loss) and share of other comprehensive income of associates recognised based on annual audited financial statements issued by the investees’ independent accountants. Details are as follows:

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----- Start of picture text -----

Profit/(loss) of associates
Years ended December 31,
2016 2015
Synnex Corporation $ 785,075 $ 704,109
Redington (India) Ltd. 505,017 481,897
Synnex (Thailand) Public Company Ltd. 153,042 136,830
Bestcom Infotech Corporation (Note) 17,844 81,387
Other 1,982 -
$ 1,462,960 $ 1,404,223
----- End of picture text -----

126

Share of other comprehensive Share of other comprehensive
income of associates
Years ended December 31,
2016 2015
Synnex Corporation 126,289)
($
163,953)
($
Redington(India)Ltd. 56,989)
(
59,037
Synnex(Thailand)Public CompanyLtd. 2,814 1,260)
(
Bestcom Infotech Corporation(Note) - 493)
(
180,464)
($
106,669)
($
  • Note: Bestcom Infotech Corporation has been included in the consolidated financial statements as of April 7, 2016.

C. Associates

  • (a) The basic information of the associates that are material to the Group is as follows:
Company name
Principal place
of business
Nature of relationship
Methods of
measurement
USA
Financial investment
Equity method

Synnex Corporation

The Group is one of the major shareholders of Synnex Corporation, and the Group’s Chairman Mr. Matthew Miau serves as Synnex’s honorary chairman. Thus, the Group has significant influence over Synnex.

  • (b)The summarized financial information of the associates that are material to the Group is as follows:

Balance sheet

Balance sheet
Synnex Corporation
December 31,2016 December 31,2015
Current assets 129,070,574
$
118,672,831
$
Non-current assets 39,708,327 27,627,469
Current liabilities
80,033,844)
(
63,069,002)
(
Non-current liabilities
24,859,275)
(
23,873,938)
(
Total net assets 63,885,782
$
59,357,360
$
Share in associate's net assets 6,593,884 6,303,699
Goodwill 73,195 74,510
Carryingamount of the associate 6,667,079
$
6,378,209
$

127

Statement of comprehensive income

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----- Start of picture text -----

Synnex Corporation
Years ended December 31,
2016 2015
Revenue $ 454,337,953 $ 424,027,641
Profit for the period from continuing operations 7,455,608 6,586,617
Other comprehensive loss, net of tax ( 1,223,870) ( 1,545,280)
Total comprehensive income $ 6,231,738 $ 5,041,337
Dividends received from associates $ 83,028 $ 78,288
----- End of picture text -----

  • (c) The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarized below:

As of December 31, 2016 and 2015, the carrying amount of the Group’s individually immaterial associates amounted to $4,465,344 and $4,783,093, respectively.

==> picture [443 x 163] intentionally omitted <==

----- Start of picture text -----

Years ended December 31,
2016 2015
Profit for the period from continuing operations $ 677,885 $ 700,114
Other comprehensive (loss) income, net of tax ( 54,175) 57,284
Total comprehensive income $ 623,710 $ 757,398
(d)The Group’s material associates with quoted market price and its fair value has been
calculated based on ownership shares proportionately is as follows: p shares proportionately is as follows: shares proportionately is as follows: proportionately is as follows: roportionately is as follows: portionately is as follows: ortionately is as follows: y is as follows: is as follows:
December 31, 2016 December 31, 2015
Synnex Corporation $ 16,452,333 $ 12,664,092
----- End of picture text -----

  • (d)The Group’s material associates with quoted market price and its fair value has been calculated based on ownership shares proportionately is as follows: p shares proportionately is as follows: shares proportionately is as follows: proportionately is as follows: roportionately is as follows: portionately is as follows: ortionately is as follows: y is as follows: is as follows:

128

(11) Property, plant and equipment

Construction
in progress
Utilities Computer Transportation Furniture and Leasehold and equipment
Land Buildings equipment equipment equipment fixtures Tools improvements to be inspected Total
At January 1, 2016
Cost 973,906
$
5,058,231
$
633,155
$
497,906
$
173,235
$
76,673
$
1,057,751
$
131,779
$
557,740
$
9,160,376
$
Accumulated depreciation - 694,971)
(
273,141)
(
283,469)
(
102,807)
(
42,760)
(
610,087)
(
92,303)
(
- 2,099,538)
(
973,906
$
4,363,260
$
360,014
$
214,437
$
70,428
$
33,913
$
447,664
$
39,476
$
557,740
$
7,060,838
$
2016
Opening net book amount 973,906
$
4,363,260
$
360,014
$
214,437
$
70,428
$
33,913
$
447,664
$
39,476
$
557,740
$
7,060,838
$
Additions 148,291 5,558 10,679 52,031 33,804 23,405 19,853 34,817 179,038 507,476
Acquired from business
combinations
- - - 12,023 - - 2,501 6,008 - 20,532
Disposals - 1,527)
(
7)
(
5,507)
(
165)
(
208)
(
97)
(
184)
(
388)
(
8,083)
(
Reclassifications - 275,705 17,088 847)
(
- - - - 311,106)
(
19,160)
(
Depreciation charge - 120,250)
(
43,657)
(
75,707)
(
15,591)
(
13,639)
(
57,302)
(
21,115)
(
- 347,261)
(
Net exchange differences 13,732)
(
279,264)
(
25,887)
(
2,985)
(
617)
(
847)
(
14,387)
(
2,048)
(
39,289)
(
379,056)
(
Closing net book amount 1,108,465
$
4,243,482
$
318,230
$
193,445
$
87,859
$
42,624
$
398,232
$
56,954
$
385,995
$
6,835,286
$
At December 31, 2016
Cost 1,108,465
$
5,028,226
$
621,652
$
506,631
$
202,193
$
81,247
$
953,378
$
156,538
$
385,995
$
9,044,325
$
Accumulated depreciation - 784,744)
(
303,422)
(
313,186)
(
114,334)
(
38,623)
(
555,146)
(
99,584)
(
- 2,209,039)
(
1,108,465
$
4,243,482
$
318,230
$
193,445
$
87,859
$
42,624
$
398,232
$
56,954
$
385,995
$
6,835,286
$

129

==> picture [725 x 299] intentionally omitted <==

----- Start of picture text -----

Construction
in progress
Utilities Computer Transportation Furniture and Leasehold and equipment
Land Buildings equipment equipment equipment fixtures Tools improvements to be inspected Total
At January 1, 2015
Cost $ 1,006,329 $ 4,418,805 $ 626,772 $ 662,718 $ 170,107 $ 132,439 $ 1,067,101 $ 165,856 $ 924,730 $ 9,174,857
Accumulated depreciation - ( 713,502) ( 260,035) ( 459,383) ( 106,114) ( 71,911) ( 707,859) ( 118,686) - ( 2,437,490)
$ 1,006,329 $ 3,705,303 $ 366,737 $ 203,335 $ 63,993 $ 60,528 $ 359,242 $ 47,170 $ 924,730 $ 6,737,367
2015
Opening net book amount $ 1,006,329 $ 3,705,303 $ 366,737 $ 203,335 $ 63,993 $ 60,528 $ 359,242 $ 47,170 $ 924,730 $ 6,737,367
Additions - 49,377 8,771 47,390 22,126 13,695 168,444 9,239 608,708 927,750
Disposals - ( 18,693) ( 14,823) ( 1,043) ( 616) ( 1,021) ( 405) ( 303) - ( 36,904)
Reclassifications - 879,055 50,551 30,886 - ( 24,285) ( 6,809) 176 ( 958,268) ( 28,694)
Depreciation charge - ( 112,922) ( 36,768) ( 63,324) ( 14,401) ( 11,744) ( 56,243) ( 14,856) - ( 310,258)
Net exchange differences ( 32,423) ( 138,860) ( 14,454) ( 2,807) ( 674) ( 3,260) ( 16,565) ( 1,950) ( 17,430) ( 228,423)
Closing net book amount $ 973,906 $ 4,363,260 $ 360,014 $ 214,437 $ 70,428 $ 33,913 $ 447,664 $ 39,476 $ 557,740 $ 7,060,838
At December 31, 2015
Cost $ 973,906 $ 5,058,231 $ 633,155 $ 497,906 $ 173,235 $ 76,673 $ 1,057,751 $ 131,779 $ 557,740 $ 9,160,376
Accumulated depreciation - ( 694,971) ( 273,141) ( 283,469) ( 102,807) ( 42,760) ( 610,087) ( 92,303) - ( 2,099,538)
$ 973,906 $ 4,363,260 $ 360,014 $ 214,437 $ 70,428 $ 33,913 $ 447,664 $ 39,476 $ 557,740 $ 7,060,838
----- End of picture text -----

Note 1: The significant components of buildings include office buildings and warehouse with main buildings and improvements, which are depreciated over 15~55 and 5~35 years, respectively.

Note 2: Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8. Note 3: The Group has no interest capitalization for the years ended December 31, 2016 and 2015.

130

(12) Investment property

Investment property
Utilities
Buildings equipment Total
At January 1, 2016
Cost 1,549,896
$
275,297
$
1,825,193
$
Accumulated depreciation 174,332)
(
139,309)
(
313,641)
(
1,375,564
$
135,988
$
1,511,552
$
2016
Openingnet book amount 1,375,564
$
135,988
$
1,511,552
$
Additions - 438 438
Reclassifications 86 - 86
Depreciation charge 34,879)
(
27,562)
(
62,441)
(
Net exchange differences 108,834)
(
9,791)
(
118,625)
(
Closingnet book amount 1,231,937
$
99,073
$
1,331,010
$
At December 31, 2016
Cost 1,425,748
$
253,651
$
1,679,399
$
Accumulated depreciation 193,811)
(
154,578)
(
348,389)
(
1,231,937
$
99,073
$
1,331,010
$
Utilities
Buildings equipment Total
At January 1, 2015
Cost 1,582,060
$
286,067
$
1,868,127
$
Accumulated depreciation 141,286)
(
132,352)
(
273,638)
(
1,440,774
$
153,715
$
1,594,489
$
2015
Openingnet book amount 1,440,774
$
153,715
$
1,594,489
$
Additions 3,373 596 3,969
Reclassifications - 22,546 22,546
Disposals - 10,188)
(
10,188)
(
Depreciation charge 36,517)
(
27,425)
(
63,942)
(
Net exchange differences 32,066)
(
3,256)
(
35,322)
(
Closingnet book amount 1,375,564
$
135,988
$
1,511,552
$
At December 31, 2015
Cost 1,549,896
$
275,297
$
1,825,193
$
Accumulated depreciation 174,332)
(
139,309)
(
313,641)
(
1,375,564
$
135,988
$
1,511,552
$

131

  • A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:

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----- Start of picture text -----

Years ended December 31,
2016 2015
Rental income from the lease of the investment property $ 477,562 $ 449,419
Direct operating expenses arising from the investment
property that generated rental income in the period $ 134,992 $ 142,153
Direct operating expenses arising from the investment
property that did not generate rental income in the period $ 43,071 $ 50,195
----- End of picture text -----

  • B. The fair value of the investment property held by the Group as of December 31, 2016 and 2015 was $2,803,345 and $2,893,554, respectively, which is based on the present value of rental revenue for the next 10 years and disposal value, which is categorized within level 3 in the fair value hierarchy. The growth rates used are consistent with the forecasts included in market quotation reports and historical experiences. The discount rates used are pre-tax and reflect specific risks relating to the relevant operating segments.

(13) Intangible assets

Intangible assets
Computer
software cost Goodwill Total
At January 1, 2016
Cost 234,838
$
326,527
$
561,365
$
Accumulated amortisation 111,524)
(
- 111,524)
(
123,314
$
326,527
$
449,841
$
2016
Openingnet book amount 123,314
$
326,527
$
449,841
$
Additions-acquired separately 70,672 - 70,672
Acquired through business combinations 7,114 239,479 246,593
Amortisation charge 57,596)
(
- 57,596)
(
Net exchange differences 1,191)
(
5,760)
(
6,951)
(
Closingnet book amount 142,313
$
560,246
$
702,559
$
At December 31, 2016
Cost 285,653
$
560,246
$
845,899
$
Accumulated amortisation 143,340)
(
- 143,340)
(
142,313
$
560,246
$
702,559
$

132

Computer
software cost Goodwill Total
At January 1, 2015
Cost 177,977
$
314,809
$
492,786
$
Accumulated amortisation 79,543)
(
- 79,543)
(
98,434
$
314,809
$
413,243
$
2015
Openingnet book amount 98,434
$
314,809
$
413,243
$
Additions-acquired separately 56,861 - 56,861
Amortisation charge 31,981)
(
- 31,981)
(
Net exchange differences - 11,718 11,718
Closingnet book amount 123,314
$
326,527
$
449,841
$
At December 31, 2015
Cost 234,838
$
326,527
$
561,365
$
Accumulated amortisation 111,524)
(
- 111,524)
(
123,314
$
326,527
$
449,841
$
  • A. Amortization charges on intangible assets were recognised as administrative expenses amounting to $57,596 and $31,981 for the years ended December 31, 2016 and 2015, respectively.

  • B. Goodwill is allocated as follows to the Group’s cash-generating units identified according to operating segment:

==> picture [454 x 66] intentionally omitted <==

----- Start of picture text -----

December 31, 2016 December 31, 2015
Taiwan $ 239,479 $ -
Hong Kong/China 320,767 326,527
$ 560,246 $ 326,527
----- End of picture text -----

  • C. Impairment of non-financial assets

Goodwill is allocated to the Group’s cash-generating units identified according to operation segment. The recoverable amount of all cash-generating units has been determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by the management covering a five-year period.

The recoverable amount of all cash-generating units calculated using the value-in-use exceeded their carrying amount, so goodwill was not impaired. The key assumptions used for value-in-use calculations are consideration into gross margin, growth rate and discount rate.

Management determined budgeted gross margin based on past performance and its expectations of market development. The growth rates used are consistent with the forecasts included in market quotation reports and historical experiences. The discount rates used are pre-tax and reflect specific risks relating to the relevant operating segments.

133

(14) Other non-current assets

==> picture [470 x 123] intentionally omitted <==

----- Start of picture text -----

December 31, 2016 December 31, 2015
Refundable deposits $ 696,530 $ 223,270
Long-term notes and overdue receivables 421,369 619,415
Long-term prepaid rent 873,626 979,775
Pledged time deposits 260,562 1,060,420
Long-term lease and installment receivables 100,977 -
Others 211,423 79,142
$ 2,564,487 $ 2,962,022
----- End of picture text -----

  • A. The above long-term prepaid rent was mainly due to the Group signing a land use right contract for use of the land in the People’s Republic of China. All rentals had been paid on the contract date. The Group recognised rental expenses of $21,610 and $23,024 and for the years ended December 31, 2016 and 2015, respectively.

  • B. For details of long-term lease and installment receivables, please refer to Note 6(6).

(15) Short-term borrowings

==> picture [468 x 143] intentionally omitted <==

----- Start of picture text -----

Type of borrowings December 31, 2016 Interest rate range Collateral
Bank borrowings
Unsecured borrowings $ 38,687,813 0.933%~5.58% None
Type of borrowings December 31, 2015 Interest rate range Collateral
Bank borrowings
Secured borrowings $ 1,245,169 1.359%~10.25% Accounts receivable and
inventories
Unsecured borrowings 46,408,932 0.88%~5.95% None
$ 47,654,101
----- End of picture text -----

(16) Short-term notes and bills payable

Short-term notes and bills payable
December 31,2016 December 31,2015
Commercialpaperpayable 5,420,000
$
5,300,000
$
Interest rate range 0.35%~1.168% 0.45%~0.93%

The above-mentioned short-term notes and bills payables are issued and accepted by financial institutions.

134

(17) Other payables

Other payables
December 31,2016 December 31,2015
Dealers’ bonuspayable 2,172,733
$
2,442,642
$
Temporary receipt of suppliers’ payment on behalf
of others
1,761,165 1,239,906
Salary payable and bonus 813,298 588,478
Accrued expenses-others 651,789 540,484
Other payables-others 1,350,057 1,030,661
6,749,042
$
5,842,171
$

(18) Pensions

A.(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 1 month prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit by next March. The subsidiary, PT. Synnex Metrodata Indonesia, adopted a defined benefit plan.

(b) The amounts recognized in the balance sheet are as follows:

==> picture [442 x 81] intentionally omitted <==

----- Start of picture text -----

December 31, 2016 December 31, 2015
Present value of defined benefit obligations ($ 598,817) ($ 484,066)
Fair value of plan assets 257,523 198,503
Net defined benefit liability (recorded as other
non-current liabilities) ($ 341,294) ($ 285,563)
----- End of picture text -----

135

(c) Movements in net defined benefit liabilities are as follows:

Year ended December 31,2016
Balance at January1
Gain on business combination
Current service cost
Interest(expense)income
Remeasurements:
Return on plan assets (excluding
amounts included in interest income
or expense)
Present value of
defined benefit
obligations
($ 484,066)
(68,746)
(9,625)
( 11,660)

( 574,097)

-
Present value of
defined benefit
obligations
($ 484,066)
(68,746)
(9,625)
( 11,660)

( 574,097)

-
Fair value of
plan assets
$ 198,503
48,150
-
4,222

250,875

( 2,016)
Net defined
benefit liability
($ 285,563)
(20,596)
(9,625)
(7,438)
(323,222)
( 2,016)
Change in demographic assumptions
Exchange differences from translation
Change in financial assumptions
(239)
(81)
(18,772)
-
-
-
(239)
(81)
(18,772)
Experience adjustments
Pension fund contribution
Paidpension
Balance at December 31
( 5,812)

( 24,904)

-
184

($ 598,817)
-

( 2,016)

8,664
-

$ 257,523
( 5,812)
(26,920)
8,664
184
($ 341,294)
Present value of
defined benefit Fair value of Net defined
obligations plan assets benefit liability
Year ended December 31,2015
Balance at January1 461,133)
($
191,959
269,174)
($
Current service cost 7,987)
(
-
7,987)
(
Interest(expense)income 10,839)
(
3,839
7,000)
(
479,959)
(
195,798
284,161)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest income
or expense)
- 1,341 1,341
Exchange differences from translation 2,076 - 2,076
Change in financial assumptions 10,520)
(
-
10,520)
(
Experience adjustments 3,037)
(
-
3,037)
(
11,481)
(
1,341
10,140)
(
Pension fund contribution - 8,491 8,491
Paidpension 7,374
7,127)
(
247
Balance at December 31 484,066)
($
198,503
$
285,563)
($

136

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

  • i. The principal actuarial assumptions used for the Company and its subsidiaries in Taiwan were as follows:

were as follows:
Years ended December 31,
2016 2015
Discount rate 1.375%~1.40% 1.70%
Future salaryincreases 3.00%~4.00% 4.00%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

==> picture [428 x 127] intentionally omitted <==

----- Start of picture text -----

Discount rate Future salary increases
Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2016
Effect on present value of defined
benefit obligation $ 14,626 ($ 15,124) ($ 13,568) $ 13,143
Discount rate Future salary increases
Increase 1% Decrease 1% Increase 1% Decrease 1%
December 31, 2015
Effect on present value of defined
benefit obligation $ 46,415 ($ 54,438) ($ 47,768) $ 41,915
----- End of picture text -----

137

The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The method and assumptions used for the preparation of sensitivity analysis during 2016 and during 2015 are the same, except the actuarial assumption of discount rate and future salary increases.

ii. The principal actuarial assumptions used for foreign subsidiaries were as follows:

==> picture [432 x 53] intentionally omitted <==

----- Start of picture text -----

2016 2015
Discount rate 8.50% 9.00%
Future salary increases 9.00% 9.00%
----- End of picture text -----

Future mortality rate was estimated based on TMI 3 issued by Insurance Council of Indonesia.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis were as follows:

==> picture [428 x 128] intentionally omitted <==

----- Start of picture text -----

Discount rate Future salary increases
Increase 1% Decrease 1% Increase 1% Decrease 1%
December 31, 2016
Effect on present value of defined
benefit obligation $ 4,962 ($ 5,901) ($ 6,002) $ 5,128
Discount rate Future salary increases
Increase 1% Decrease 1% Increase 1% Decrease 1%
December 31, 2015
Effect on present value of defined
benefit obligation $ 3,544 ($ 4,218) ($ 4,309) $ 3,675
----- End of picture text -----

  • (f) As of December 31, 2016, the weighted average duration of that retirement plan is 11~17.89 years.

  • (g) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2017 amounts to $8,642.

  • B.(a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The pension costs under defined contribution pension plans of the Group for the years ended December 31, 2016 and 2015 were $60,773 and $43,341, respectively.

138

  • (c) No pension plan is established for Synnex Global Ltd., King's Eye Investments Ltd., Peer Developments Ltd., Synnex China Holdings Ltd., Synnex Mauritius Ltd., Laser Computer Holdings Ltd., and Trade Vanguard Golobal Ltd. since these companies are not required to have an employee pension plan in accordance with the local legislation. Except for the above, other consolidated overseas subsidiaries have established a funded defined contribution pension plan and therefore, contribute monthly a certain percentage of the employees’ monthly salaries and wages to the retirement fund. Except for monthly contributions to the retirement fund, these companies have no further obligations. The pension costs under the defined contribution pension plan for the years ended December 31, 2016 and 2015 were $242,689 and $241,972, respectively.

(19) Share capital

  • A. As of December 31, 2016, the Company’s authorized capital was $22,000,000 (including $500,000 reserved for the conversion of employees’ stock options which have not been issued). The total number of shares of common stock, at $10 (in dollars) par value per share, issued and outstanding, was 1,667,946,968 shares. All proceeds from shares issued have been collected. Movements in the number of the Company’s ordinary shares outstanding are as follows:

==> picture [454 x 88] intentionally omitted <==

----- Start of picture text -----

2016 2015
At January 1 1,588,520,922 1,588,520,922
Stock dividends 79,426,046 -
At December 31 1,667,946,968 1,588,520,922
----- End of picture text -----

  • B. The stockholders at their annual stockholders’ meeting on June 8, 2016 adopted a resolution to distribute dividends of common stock of $794,261 with the effective date set on September 5, 2016.

  • C. The Company issued common stock (Deposited Shares) through global depository shares (GDSs) in Europe, Asia and the USA in 1997 and 1999. Each GDS represents 4 Deposited Shares. The GDSs may not be offered, sold or delivered, directly or indirectly, in the R.O.C. As of December 31, 2016, the total number of GDSs outstanding was 951,681 units, representing 3,806,736 shares of common stock. The main terms and conditions of the GDSs are as follows:

(a)Voting

Holders of GDSs have no right to directly exercise voting rights or attend the Company’s stockholders’ meeting, except that a holder or holders together holding at least 51% of the GDSs outstanding at the relevant record date of the stockholders’ meeting, can instruct the Depositary to vote in the same direction in respect of one or more resolutions to be proposed at the meeting.

139

(b)Sale and withdrawal of GDSs

Commencing three months after the initial issuance of GDSs, a holder of GDSs may, provided that the Company has delivered to the custodian physical share certificates in respect of the Deposited Shares, request the Depositary to sell or cause to be sold on behalf of such holder the shares represented by such GDSs.

(c)Dividends

GDS holders are entitled to receive dividends to the same extent as the holders of common stock subject to the terms of the Deposit Agreement and applicable laws of the R.O.C.

(20) Capital surplus

Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

2016
Changes in equity
Treasuryshare of associates and
At January1
Changes in equity of associates
and joint ventures
At December 31
Share premium
13,626,940
$ -
13,626,940
$
transactions
340,678
$ -
340,678
$
joint ventures
56,341)
($ 56,341
-
$
Stock options
228,445
$ -

228,445
$
Total
14,139,722
$ 56,341
14,196,063
$
2015
Changes in equity
Treasuryshare of associates and
Sharepremium transactions joint ventures Stock options Total
At January1 13,626,940
$
340,678
$
135,794
$
228,445
$
14,331,857
$
Changes in equity of associates
and joint ventures
- - 192,135)
(
- 192,135)
(
At December 31 13,626,940
$
340,678
$
56,341)
($
228,445
$
14,139,722
$

140

(21) Retained earnings / Events after the balance sheet date

  • A. The Company’s Articles of Incorporation provide that current year’s net income, after recovering any past losses and deducting all taxes in accordance with the law, shall be distributed in the following order: (a) set aside 10% of the net income as legal reserve, (b) set aside the special reserve in the amount of the net reduction of adjustments under the stockholders’ equity for the current year related mainly to cumulative translation adjustments and unrealized loss on long-term investments, (c) 30% to 100% of the remaining portion (plus the retained earnings carried over from the last fiscal year as permitted by the Company Law) shall be distributed as dividends to all stockholders in proportion to their individual holdings as proposed by the Board of Directors and approved at the stockholders’ meeting. No less than 15% of total stockholders’ dividends may be distributed in the form of cash dividends.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • D. (a) The appropriation of 2015 and 2014 earnings had been resolved at the stockholders’ meeting on June 8, 2016 and June 12, 2015, respectively. Details are summarized below:

meetingon June 8, 2016 and June 12, 2015, respectively. Details are summarized below: June 12, 2015, respectively. Details are summarized below: June 12, 2015, respectively. Details are summarized below: June 12, 2015, respectively. Details are summarized below:
Years ended December 31,
2015 2014
Dividendsper Dividendsper
Amount share(in dollars) Amount share(in dollars)
Legal reserve 318,600
$
-
$
502,409
$
-
$
Special reserve 126,513 - 1,965,774)
(
-
Cash dividends 2,382,781 1.50 5,242,119 3.30
Stock dividends 794,261 0.50 - -
  • (b) The appropriation of 2016 earnings had been proposed at the Board of Directors’ meeting on March 17, 2017. Details are summarized below:
Dividendsper
Amount share(in dollars)
Legal reserve 487,668
$
-
$
Special reserve 2,710,804 -
Cash dividends 1,667,947 1.00
  • E. For information relating to employees’ remuneration (bonus) and directors’ and supervisors’ remuneration, please refer to Note 6(28).

141

(22) Other equity items

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----- Start of picture text -----

Currency Available-for-sale
translation investments Total
At January 1, 2016 ($ 66,998) ($ 59,515) ($ 126,513)
Transfer out for provision of -
40,000 40,000
impairment
Transfer out for revaluation - ( 94,099) ( 94,099)
Revaluation:
–Group - 317,765 317,765
–Associates - 2,707 2,707
Currency translation differences: -
–Group ( 2,794,008) - ( 2,794,008)
–Associates ( 183,170) - ( 183,170)
At December 31, 2016 ($ 3,044,176) $ 206,858 ($ 2,837,318)
Currency Available-for-sale
translation investments Total
At January 1, 2015 $ 65,918 $ 57,971 $ 123,889
Transfer out for provision of -
85,000 85,000
impairment
Revaluation:
–Group - ( 201,226) ( 201,226)
–Associates - ( 1,260) ( 1,260)
Currency translation differences:
–Group ( 27,507) - ( 27,507)
–Associates ( 105,409) - ( 105,409)
At December 31, 2015 ($ 66,998) ($ 59,515) ($ 126,513)
----- End of picture text -----

(23) Operating revenue

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----- Start of picture text -----

Years ended December 31,
2016 2015
Sales revenue $ 342,085,713 $ 321,650,942
Other revenue 610,740 482,510
Total $ 342,696,453 $ 322,133,452
----- End of picture text -----

142

(24)Other income

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----- Start of picture text -----

Years ended December 31,
2016 2015
Rental revenue $ 577,169 $ 528,059
Interest income:
Interest income from bank deposits 294,035 930,379
Other interest income 135,606 97,121
Dividend income 143,936 124,749
Others 146,454 229,321
Total $ 1,297,200 $ 1,909,629
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(25) Other gains and losses

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----- Start of picture text -----

Years ended December 31,
2016 2015
Net gains on financial assets at fair value
through profit or loss $ 103,820 $ 18,437
Net currency exchange losses ( 700,965) ( 2,418,535)
Gains on disposal of invested financial
assets 135,699 -
Impairment loss on financial assets ( 40,000) ( 85,000)
Gain on disposal of investments accounted
for using equity method 127,709 -
Losses on revaluation of investments
accounted for using equity method ( 42,359) -
Losses on disposal of property, plant and
equipment and investment property ( 303) ( 12,739)
Related expense charges on investment property ( 178,063) ( 192,348)
Others ( 52,761) ( 3,541)
Total ($ 647,223) ($ 2,693,726)
----- End of picture text -----

(26) Finance costs

Finance costs
Years ended December 31,
2016 2015
Interest expense:
Bank borrowings 601,847
$
760,813
$
Short-term notes and billspayable 54,845 70,332
Finance costs 656,692
$
831,145
$

143

(27) Expenses by nature

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----- Start of picture text -----

Years ended December 31,
2016 2015
Employee benefit expense $ 4,609,129 $ 3,978,903
Depreciation charges on property, plant and
equipment 347,261 310,258
Amortisation charges on intangible assets 57,596 31,981
$ 5,013,986 $ 4,321,142
----- End of picture text -----

(28) Employee benefit expense

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----- Start of picture text -----

Years ended December 31,
2016 2015
Wages and salaries $ 3,901,637 $ 3,395,968
Labor and health insurance fees 295,545 207,484
Pension costs 320,525 300,300
Other personnel expenses 91,422 75,151
$ 4,609,129 $ 3,978,903
----- End of picture text -----

  • A. According to the Articles of Incorporation of the Company, when distributing earnings, a ratio of distributable profit before tax of the current year, covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall be at least 0.01% and not be more than 10% for employees’ compensation and shall not be higher than 1% for directors’ and supervisors’ remuneration. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation distributed in the form of shares or in cash and directors’ and supervisors’ remuneration distributed in the form of cash.

In the case of employee stock bonuses, the employees of the subsidiaries meeting certain terms authorized by the Company’s Chairman are included.

  • B. For the years ended December 31, 2016 and 2015, employees’ compensation (bonus) was accrued at $600; directors’ and supervisors’ remuneration was accrued at $6,000 and $7,600, respectively. The aforementioned amounts were recognized in salary expenses.

  • The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 0.012% and 0.12% of distributable profit of current year for the year ended December 31, 2016. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were $600 and $6,000, and will be distributed in the form of cash.

For 2015, the employees’ compensation and directors’ and supervisors’ remuneration resolved at the meeting of Board of Directors amounted to $600 and $6,000, respectively. The difference of $0 and $1,600 has been adjusted in the profit or loss of 2016.

144

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(29) Income tax

A. Income tax expense

(a)Components of income tax expense:

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----- Start of picture text -----

Years ended December 31,
2016 2015
Current tax:
Current tax liabilities $ 1,043,353 $ 1,229,110
Current tax assets ( 222,828) ( 172,509)
Tax payable from prior years ( 712,675) ( 604,567)
Current tax on profits for the period 107,850 452,034
(Over) underestimation of prior year’s income tax ( 39,335) ( 78,865)
Prepaid income tax 676,933 631,342
Gain on business combinations ( 9,523) -
Additional 10% tax on undistributed earnings - ( 125,518)
Total current tax 735,925 878,993
Deferred tax:
Origination and reversal of temporary differences ( 135,184) ( 685,636)
Total deferred tax ( 135,184) ( 685,636)
Others:
Additional 10% tax on undistributed earnings - 125,518
Income tax expense $ 600,741 $ 318,875
The income tax relating to components of other comprehensive income is as follows: g to components of other comprehensive income is as follows: to components of other comprehensive income is as follows: ponents of other comprehensive income is as follows: onents of other comprehensive income is as follows: prehensive income is as follows: rehensive income is as follows:
Years ended December 31,
2016 2015
Remeasurement of defined benefit obligations $ 3,785 $ 1,563
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(b)The income tax relating to components of other comprehensive income is as follows: g to components of other comprehensive income is as follows: to components of other comprehensive income is as follows: ponents of other comprehensive income is as follows: onents of other comprehensive income is as follows: prehensive income is as follows: rehensive income is as follows:

145

B. Reconciliation between income tax expense and accounting profit

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----- Start of picture text -----

2016 2015
Tax calculated based on profit before tax and statutory
tax rate $ 1,483,667 $ 667,824
Effects from items disallowed by tax regulation ( 290,131) 123,542
Tax exempted income by tax regulation ( 66,908) ( 31,491)
Temporary difference not recognised as deferred tax
liabitities ( 714,903) ( 487,653)
Taxable loss not recognised as deferred tax assets 228,351 -
Additional 10% tax on undistributed earnings - 125,518
Overestimation of prior year’s income tax ( 39,335) ( 78,865)
Income tax expense $ 600,741 $ 318,875
----- End of picture text -----

  • C. Amounts of deferred tax assets or liabilities as a result of temporary difference and loss carryforward are as follows:

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----- Start of picture text -----

Year ended December 31, 2016
Recognized
Acquired from in other
business Recognized in comprehensive Effects on
January 1, combinations profit or loss income exchange rate December 31,
Temporary differences:
-Deferred tax assets:
Unrealized bad debts $ 375,216 $ 1,185 $ 82,817 $ - ($ 21,839) $ 437,379
Unrealized loss on inventory value 75,009 9,081 20,654 - ( 4,981) 99,763
decline
Depreciation 16,674 - 1,779 - ( 877) 17,576
Unrealised exchange loss 7,740 - ( 23,696) - 164 ( 15,792)
Unused compensated absences 41,191 1,196 3,343 - ( 1,705) 44,025
Accrued pensions 42,368 4,733 1,745 3,785 217 52,848
Unrealized accrued expenses 130,186 572 ( 77,868) - ( 2,515) 50,375
Loss carryforward (Note) 499,813 680 165,551 - ( 44,902) 621,142
Subtotal $ 1,188,197 $ 17,447 $ 174,325 $ 3,785 ($ 76,438) $ 1,307,316
-Deferred tax liabilities:
Unrealised purchase discount ($ 62,845) $ - ($ 48,039) $ - $ 5,033 ($ 105,851)
Unrealised exchange gain - ( 45) ( 985) - - ( 1,030)
Others ( 49,134) - 9,883 - 1,828 ( 37,423)
Subtotal ($ 111,979) ($ 45) ($ 39,141) $ - $ 6,861 ($ 144,304)
Total $ 1,076,218 $ 17,402 $ 135,184 $ 3,785 ($ 69,577) $ 1,163,012
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146

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----- Start of picture text -----

Year ended December 31, 2015
Recognized
in other
Recognized in comprehensive Effects on
January 1, profit or loss income exchange rate December 31,
Temporary differences:
-Deferred tax assets:
Unrealized bad debts $ 274,523 $ 119,821 $ - ($ 19,128) $ 375,216
Unrealized loss on inventory value decline 84,115 ( 5,282) - ( 3,824) 75,009
Depreciation 17,353 171 - ( 850) 16,674
Unrealised exchange loss 8,362 ( 227) - ( 395) 7,740
Unused compensated absences 43,461 ( 601) - ( 1,669) 41,191
Accrued pensions 40,645 ( 645) 1,563 805 42,368
Unrealized accrued expenses 78,072 58,751 - ( 6,637) 130,186
Loss carryforward (Note) 51,379 473,914 - ( 25,480) 499,813
Subtotal $ 597,910 $ 645,902 $ 1,563 ($ 57,178) $ 1,188,197
-Deferred tax liabilities:
Unrealised purchase discount ($ 132,851) $ 66,919 $ - $ 3,087 ($ 62,845)
Others ( 24,361) ( 27,185) - 2,412 ( 49,134)
Subtotal ($ 157,212) $ 39,734 $ - $ 5,499 ($ 111,979)
Total $ 440,698 $ 685,636 1,563 ($ 51,679) $ 1,076,218
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Note: Realised but unused loss carryforward from expected future taxable profits.

  • D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

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----- Start of picture text -----

December 31, 2016
Amount filed Deferred tax
Year incurred /assessed Unused amount assets Expiry year
2012~2016 $ 3,750,405 $ 3,750,405 $ 1,333,165 2017~2022
December 31, 2015
Amount filed Deferred tax
Year incurred /assessed Unused amount assets Expiry year
2012~2015 $ 2,346,421 $ 2,346,421 $ 372,195 2016~2022
----- End of picture text -----

  • E. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:

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----- Start of picture text -----

December 31, 2016 December 31, 2015
Deductible temporary differences $ 15,935 $ 79,922
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  • F. The subsidiaries’ losses are allowed to be carried forward from 2017 to 2022.

  • G. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2016 and 2015, the amounts of temporary difference unrecognised as deferred tax liabilities were $7,296,663 and $7,089,038, respectively.

147

  • H. As of December 31, 2016, the Company’s income tax returns through 2014 have been assessed and approved by the Tax Authority.

  • I. Unappropriated retained earnings:

and approved by the Tax Authority.
Unappropriated retained earnings:
December 31,2016 December 31,2015
Earningsgenerated in and after 1998 7,992,064
$
6,823,082
$
  • J. As of December 31, 2016 and 2015, the balance of the imputation tax credit account was $182,135 and $205,499, respectively. The creditable tax rate was 5.31% for 2015 and is estimated to be 2.53% for 2016.

(30) Earnings per share

Earnings per share
Year ended December 31,2016
Weighted average
number of ordinary
shares outstanding Earningsper
Amount after tax (share in thousands) share(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders
of theparent
4,876,679
$
1,667,947 2.92
$
Diluted earnings per share
Profit attributable to ordinary shareholders
of theparent
4,876,679 1,667,947
Assumed conversion of all dilutive potential
ordinaryshares
Employees’ bonus - 28
Profit attributable to ordinary shareholders
of the parent plus assumed conversion of
all dilutivepotential ordinaryshares
4,876,679
$
1,667,975 2.92
$

148

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----- Start of picture text -----

Year ended December 31, 2015
Weighted average
number of ordinary
shares outstanding Earnings per
Amount after tax (share in thousands) share (in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders
of the parent $ 3,185,995 1,667,947 $ 1.91
Diluted earnings per share
Profit attributable to ordinary shareholders
of the parent 3,185,995 1,667,947
Assumed conversion of all dilutive potential
ordinary shares
Employees’ bonus - 31
Profit attributable to ordinary shareholders
of the parent plus assumed conversion of
all dilutive potential ordinary shares $ 3,185,995 1,667,978 $ 1.91
----- End of picture text -----

(31) Business combinations

  • A. To expand the scale of entire operation and exert synergy of economic of scale, on April 7, 2016, the Group acquired 55.41% of the share capital of Bestcom Infotech Corp for $1,029,289, and also acquired 3.73% of the share capital for $69,369 through Section 30 of the Business Mergers And Acquisitions Act, and with 40.86% of the share capital it already held, the Group now had 100% of the share capital and obtained the control.

  • B. The following table summarizes the consideration paid for Bestcom Infotech Corp and the fair values of the assets acquired and liabilities assumed at the acquisition date, as well as the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets at the acquisition date:

149

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----- Start of picture text -----

April 7, 2016
Purchase consideration – cash paid $ 1,098,658
Fair value of equity interest in Bestcom Infotech Corp held before the
759,002
business combination
1,857,660
Fair value of the identifiable assets acquired and liabilities assumed
Cash and cash equivalents 153,570
Notes receivable 76,668
Accounts receivable (including lease payments receivable) 1,867,428
Other receivables 40,842
Inventories 619,293
Other current assets 43,708
Non-current available-for-sale financial assets 31,466
Investments accounted for using equity method 63,755
Property, plant and equipment 20,532
Intangible assets 7,114
Other non-current assets 149,328
Short-term borrowings ( 250,389)
Short-term notes and bills payable ( 300,000)
Notes payable ( 60,548)
Accounts payable ( 558,376)
Other payable ( 229,940)
Current tax liabilities ( 28,598)
Other current liabilities ( 7,031)
Other non-current liabilities ( 20,641)
Total identifiable net assets 1,618,181
Goodwill $ 239,479
----- End of picture text -----

  • C. The Group recognised a loss of $42,359 as a result of measuring at fair value its 40.86% equity interest in Bestcom Infotech Corp held before the business combination.

D. The operating revenue included in the consolidated statement of comprehensive income since April 7, 2016 contributed by Bestcom Infotech Corp was $9,135,149. Bestcom Infotech Corp also contributed profit before income tax of $196,432 over the same period. Had Bestcom Infotech Corp been consolidated from January 1, 2016, the consolidated statement of comprehensive income would increase operating revenue of $2,301,849 and profit before income tax of $33,522.

150

(32) Operating leases

The Group leases office buildings to others under non-cancellable operating lease agreements. For the years ended December 31, 2016 and 2015, the Group recognised rental revenue of $577,169 and $528,059, respectively. The Group has leased a series of operating leases to several companies, and these leases have terms expiring between 2017 and 2022, and some leases are renewable at the end of the lease period. The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:

under non-cancellable operatingleases are as follows:
December 31,2016 December 31,2015
Not later than oneyear 367,490
$
430,751
$
Later than oneyear but not later than fiveyears 908,578 1,159,086
Later than fiveyears 131,490 247,881
1,407,558
$
1,837,718
$

(33) Supplemental cash flow information

A. Investing activities with partial cash payments:

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----- Start of picture text -----

Years ended December 31,
2016 2015
Purchase of property, plant and equipment $ 507,476 $ 927,750
Add: opening balance of payable on equipment 53,078 95,253
Less: ending balance of payable on equipment ( 43,626) ( 53,078)
Effects on exchange rate ( 2,946) 986
Cash paid during the period $ 513,982 $ 970,911
Years ended December 31,
2016 2015
Purchase of intangible assets $ 70,672 $ 56,861
Add: opening balance of other payables 33,756 8,182
Less: ending balance of other payables ( 17,899) ( 33,756)
Effects on exchange rate ( 258) -
Cash paid during the period $ 86,271 $ 31,287
----- End of picture text -----

B. The Group acquired 100% of the share capital of Bestcom Infotech Corp. on April 7, 2016. For the summary of the consideration paid for Bestcom Infotech Corp. and the fair values of the assets acquired and liabilities, please refer to Note 6(31).

151

7. RELATED PARTY TRANSACTIONS

(1) Significant related party transactions and balances

A. Operating revenue

Operating revenue
Years ended December 31,
2016 2015
Sales ofgoods:
-Associates 158,176
$
211,313
$
-Other relatedparties 1,087,982 590,804
1,246,158
$
802,117
$

Goods are sold based on the price lists in force and terms that would be available to third parties. The collection term for related parties is within 30 ~ 130 days of the date of statement. The collection term for third parties is within 7 ~ 165 days of the date of statement.

B. Purchases of goods

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----- Start of picture text -----

Years ended December 31,
2016 2015
Purchases of goods:
-Associates $ 5,775 $ 435,248
-Other related parties 653 1,627
$ 6,428 $ 436,875
----- End of picture text -----

Goods and services are bought from associates on normal commercial terms and conditions. The collection term for related parties is within 30~40 days of the date of statement. The collection term for third parties is within 1~120 days after receipt of goods or 10 ~ 120 days from the first day of the month following the month of the receipt.

C. Receivables from related parties

Receivables from related parties
December 31,2016 December 31, 2015
Receivables from relatedparties:
-Associates 54,551
$
32,138
$
-Other relatedparties 329,914 72,037
384,465
$
104,175
$

The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest. There are no provisions held against receivables from related parties.

152

D. Payables to related parties

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----- Start of picture text -----

December 31, 2016 December 31, 2015
Accounts payable:
-Associates $ - $ 8,935
-Other related parties 2 3,261
$ 2 $ 12,196
----- End of picture text -----

The payables to related parties arise mainly from purchase transactions. The payables bear no interest.

E. Other transactions

The details of other receivables, dividend revenue and other payables arising from rental service and trademark authorisation that the Group provides to related parties are as follows:

Other receivables
Associates
Other relatedparties
Otherpayables
Associates
Other relatedparties
Other income
-Associates
-Other relatedparties
Key management compensation
Years ended December 31, Years ended December 31, Years ended December 31, Years ended December 31, Years ended December 31, Years ended December 31,
2016 2015
Other receivables
Associates
Other relatedparties
590
$ -
$ 17,746
44,972
590
$
$ 62,718
Years ended December 31,
Otherpayables 2016 2015
Associates 988
$
$ 5,300
Other relatedparties 2,965

3,953
$
3,509
8,809
$
Years ended December 31,
2016 2015
Other income
-Associates 10,984
$
34,067
$
-Other relatedparties 106,582 123,313
117,566
$
157,380
$
Years ended December 31,
2016 2015
Short-term employee benefits 66,480
$
65,540
$
Post-employment benefits(Note) 3,440 4,616
Total 69,920
$
70,156
$

(2) Key management compensation

Note: Benefits are provisions that are not actually distributed.

153

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

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----- Start of picture text -----

Book value
Pledged asset December 31, 2016 December 31, 2015 Purpose
Accounts receivable $ - $ 1,486,160 Pledged for short-term borrowings
Inventories - 1,411,021 Pledged for short-term borrowings
Other current assets:
Pledged time deposits 20,015 - Secured loans and warranty
guarantees
Other non-current assets:
Pledged time deposits 260,562 1,060,420 Guarantees for purchases; short-term
secured loans and promissory notes.
Property, plant and equipment:
Land and buildings 225,353 238,390 Guarantees for secured loans of
Fortune Ideal Ltd. (Actual but not
used)
$ 505,930 $ 4,195,991
----- End of picture text -----

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS

(1) Contingencies

  • A. As of December 31, 2016 and 2015, the Group issued promissory notes to guarantee the suppliers’ credit limit amounting to $2,130,210 and $713,960, respectively, for inventory purchases.

  • B. On November 24, 2015, Kunshan Kunhao Electromechanical Co.Ltd. (Kunhao) filed a lawsuit against Syntech Asia Ltd. (SAL), the Company’s indirect wholly-owned subsidiary, in the Hong Kong High Court for breach of oral contract of sales on July 7, 2014 and requested SAL to compensate Kunhao for its losses amounting to USD 2,964 thousands. SAL disagreed with the request and raised an appeal in accordance with Hong Kong laws. SAL submitted an application to the Hong Kong High Court in February 1, 2016 and requested the Hong Kong High Court to deny the claim of Kunhao. The Hong Kong High Court has not yet begun formal court hearings on the lawsuit, so the result of the litigation is uncertain. Therefore, the Group has not estimated the potential losses in the financial statements.

154

  • C. On December 22, 2014, Fairchild Semiconductor International, Inc. and Fairchild Semiconductor Corporation filed a third party lawsuit against the Company and Synnex Electronic Hong Kong Ltd, in United States District Court for Massachusetts for breach of agency contract since the Company and Synnex Electronic Hong Kong Ltd did not state the limit of warranty liability. This caused Fairchild to bear a significant amount of warranty liability that Fairchild requested the Company and Synnex Electronic Hong Kong Ltd to compensate for its losses amounting to USD 30,000 thousand. For this lawsuit, the Company and Synnex Electronic Hong Kong Ltd advocated that Fairchild breached the personal jurisdiction and had insufficient reason to prosecute. The United States District Court agreed with the Company and Synnex Electronic Hong Kong Ltd and dismissed the lawsuit by Fairchild on June 18, 2015. In the first quarter of 2016, Fairchild Semiconductor Hong Kong Limited filed a lawsuit against the Company again in Hong Kong International Arbitration Centre. The Hong Kong International Arbitration Centre has not yet begun formal court hearings on the lawsuit, so the result of the litigation is uncertain. Therefore, the Company has not estimated the potential losses in the financial statements.

(2) Commitments

A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:

December 31,2016 December 31,2015
Property, plant and equipment 512,989
$
140,668
$

B. Operating lease agreements

The Group leases in offices under non-cancellable operating lease agreements. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

==> picture [465 x 79] intentionally omitted <==

----- Start of picture text -----

December 31, 2016 December 31, 2015
Not later than one year $ 377,077 $ 312,262
Later than one year but not later than five years 199,963 373,471
Later than five years 591 89
Total $ 577,631 $ 685,822
----- End of picture text -----

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

The appropriations of 2016 earnings had been proposed at the Board of Directors’ meeting on March 17, 2017, please refer to Note 6(21).

155

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.

During 2016, the Group’s strategy was unchanged from 2015. The gearing ratios at December 31, 2016 and 2015 were 66% and 67%, respectively.

(2) Financial instruments

A. Fair value information of financial instruments

Except for those listed in the table below, the carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowing, notes payable, accounts payable and other payables) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

December 31,2016 December 31,2016 December 31,2016
Financial assets: Book value Fair value
Other financial assets (shown as other non-current
assets)
957,092
$
957,092
$
Financial liabilities:
Deposits received (shown as other non-current
liabilities)
138,333
$
138,333
$
December 31,2015
Book value Fair value
Financial assets:
Other financial assets (shown as other non-current
assets)
1,283,690
$
1,283,690
$
Financial liabilities:
Deposits received (shown as other non-current
liabilities)
169,975
$
169,975
$

156

B. Financial risk management policies

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

  • ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward foreign exchange contracts, transacted with Group treasury. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB, USD and AUD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

157

December 31, 2016

(Foreign currency: functional
currency)
Financialassets
Monetary items
USD:NTD
USD:HKD (Note 1)
USD:AUD (Note 1)
Non-monetary items
INR:USD (Note 1)
THB:USD (Note 1)
Financial liabilities
Monetary items
USD:NTD
USD:HKD (Note 1)
USD:AUD (Note 1)
USD:RMB (Note 1)
(Foreign currency: functional
currency)
Financialassets
Monetary items
USD:NTD
USD:HKD (Note 1)
USD:AUD (Note 1)
Non-monetary items
INR:USD (Note 1)
THB:USD (Note 1)
Financial liabilities
Monetary items
USD:NTD
USD:HKD (Note 1)
Foreign currency
amount
(In thousands)
(Note 2)

158

USD:AUD (Note 1) 4,405 1.37 144,844
USD:RMB (Note 1) 983,095 6.49 32,324,160

159

  • Note 1: The functional currencies of certain consolidated entities are not NTD, thus, this information has to be considered when reporting. For example, when a subsidiary’s functional currency is RMB, the subsidiary’s segments that are involved with USD have to be taken into consideration.

  • Note 2: Including transactions within the Group which are eliminated for preparation of the consolidated financial statements.

  • iv. Total exchange gain (loss), including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2016 and 2015, amounted to ($700,965) and ($2,418,535), respectively.

  • v. Analysis of foreign currency market risk arising from significant foreign exchange variation:

variation:
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
USD:HKD (Note)
USD:AUD (Note)
Financial liabilities
Monetary items
USD:NTD
USD:HKD (Note)
USD:AUD (Note)
USD:RMB (Note)
Year ended December 31, 2016
Sensitivity analysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
$ 63,973 $ -
1%
39,842
-
1%
1,544
-
1%
$ 23,217 $ -
1%
53,746
-
1%
1,420
-
1%
100,997
-


Degree of
variation


Effect on
profit or loss
1%
1%
1%
1%
1%
1%
1%

160

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
USD:HKD (Note)
USD:AUD (Note)
Financial liabilities
Monetary items
USD:NTD
USD:HKD (Note)
USD:AUD (Note)
USD:RMB (Note)
Year ended December 31, 2015
Sensitivity analysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
$ 30,225 $ -
1%
47,497
-
1%
1,681
-
1%
$ 14,174 $ -
1%
83,205
-
1%
1,448
-
1%
323,242
-
Year ended December 31, 2015
Sensitivity analysis
Degree of
variation
Effect on
profit or loss
Effect on other
comprehensive
income
1%
$ 30,225 $ -
1%
47,497
-
1%
1,681
-
1%
$ 14,174 $ -
1%
83,205
-
1%
1,448
-
1%
323,242
-


Degree of
variation


Effect on
profit or loss
1%
1%
1%
1%
1%
1%
1%

Note: The functional currencies of certain subsidiaries belonging to the Group are not NTD, thus, this information has to be considered when reporting. For example, when a subsidiary’s functional currency is RMB, the subsidiary’s segments that are involved with USD have to be taken into consideration.

Price risk

The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet either as available-for-sale or at fair value through profit or loss. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

The Group’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2016 and 2015 would have increased/decreased by $5,342 and $4,241, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $15,574 and $14,333, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

161

Interest rate risk

  • i. The Group’s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During the years ended December 31, 2016 and 2015, the Group’s borrowings at variable rate were denominated in the NTD, USD and AUD.

  • ii. At December 31, 2016 and 2015, if interest rates on borrowings had been 1% higher with all other variables held constant, post-tax profit for the years ended December 31, 2016 and 2015 would have been $6,227 and $10,191 lower, respectively, mainly as a result of higher borrowing interest expense on floating rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored. Credit risk arises from deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted.

  • ii. For the years ended December 31, 2016 and 2015, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from non-performance by these counterparties.

  • iii. The credit quality information of financial assets that are neither past due nor impaired is provided in Note 6 (6).

  • iv. The ageing analysis of financial assets that were past due but not impaired is provided in Note 6 (6).

  • v. The individual analysis of financial assets that had been impaired is provided in the statement for each type of financial assets in Note 6.

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity

162

requirements to ensure it has sufficient cash to meet operational needs.

  • ii. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities as follows:

Non-derivative financial

Non-derivative financial
liabilities:
December 31, 2016
Short-term borrowings
Short-term notes and
bills payable
Notes payable
(including related
parties)
Accounts payable
(including related
parties)
Other payables
(including related
parties)
Deposits received
Non-derivative financial
Less than 1 year
1 year to 2 years

Over 2 years
liabilities:
December 31, 2015
Short-term borrowings
Short-term notes and
bills payable
Notes payable
(including related
parties)
Accounts payable
(including related
parties)
Other payables
(including related
parties)
Deposits received

163

Derivative financial
liabilities:
December 31, 2016
Forward exchange
contracts
Less than 1 year 1 year to 2 years
Over 2 years

Book value
$ -

$ -

$ -


$ -
Derivative financial
liabilities:
December 31, 2015
Forward exchange
contracts
Less than 1 year 1 year to 2 years
Over 2 years

Book value
$ 7,684


$ 7,684 $ -


$ -
  • iii. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.

(3) Fair value information

  • A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(12).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in unlisted stocks and derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:

164

December 31, 2016
Assets:
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Forward exchange contracts
Available-for-sale financial assets
Equity securities
Total
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
December 31, 2015
Assets:
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Available-for-sale financial assets
Equity securities
Total
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
Level 1 Level 2 Level 2 Level 3 Total
$ 534,086

92
1,557,416
$ 2,091,594

$-
Total
$ 424,108
1,433,299
$ 1,857,407
$ 7,684
$ 534,086 $ -
-
92
1,393,983
88,337
$ 1,928,069
$ 88,429
$-
$-
Level 1
Level 2
$ -
-
75,096

$ 1,928,069

$ 75,096

$-



$-

$-
Level 1 Level 2 Level 3
$ 424,108
1,288,640
$ -
88,630

$ 1,712,748

$ 88,630

$-

$-

D. The methods and assumptions the Group used to measure fair value are as follows:

(a) For the instruments the Group used market quoted prices as their fair values (that is, Level

1), listed shares use closing price at the balance sheet date.

165

  • (b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.

  • (c) When assessing non-standard and low-complexity financial instruments, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (d) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (e) Forward exchange contracts are usually valued based on the current forward exchange rate.

  • (f) The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2016 and 2015:

2015:
2016 2015
Non-derivative Non-derivative
equityinstrument equityinstrument
At January1 88,630
$
172,453
$
Losses recognised inprofit or loss 40,000)
(
85,000)
(
Gains and losses recognised in other
comprehensive income (Note)
26,466 1,177
At December 31 75,096
$
88,630
$

Note: Shown as unrealised gain (loss) on available-for-sale financial assets.

166

  • G. For the years ended December 31, 2016 and 2015, there was no transfer into or out from Level 3.

  • H. Financial quality management segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Fair value at
December 31, 2016
Valuation technique
Non-derivative equity instrument:
Unlisted shares
$ 75,096 Market comparable
companies
Fair value at
December 31, 2015
Valuation technique
Non-derivative equity instrument:
Unlisted shares
$ 88,630 Market comparable
companies
Fair value at
December 31, 2016
Valuation technique
Significant
unobservable input

Range
(weighted average)
Relationship of
inputs to fair value
The higher the
discount for lack of
marketability, the
lower the fair value
Relationship of
inputs to fair value
The higher the
discount for lack of
marketability, the
lower the fair value

Discount for lack of
marketability
Significant
unobservable input


0.7

Range
(weighted average)

Discount for lack of
marketability


0.7
  • J. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used to valuation models have changed:

167

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----- Start of picture text -----

December 31, 2016
Recognised in other
Recognised in profit or loss comprehensive income
Unfavourable Unfavourable
Input Change Favourable change change Favourable change change
Financial assets
Equity instrument Discount for lack ± 10% $ - $ - $ 7,510 $ 7,510
of marketability
December 31, 2015
Recognised in other
Recognised in profit or loss comprehensive income
Unfavourable Unfavourable
Input Change Favourable change change Favourable change change
Financial assets
Equity instrument Discount for lack ± 10% $ - $ - $ 8,863 $ 8,863
of marketability
----- End of picture text -----

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: Please refer to table 4.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 5.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 6.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note 6(2).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 7.

168

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 8.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 9.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

169

14. SEGMENT INFORMATION

(1) General information

The Group is primarily engaged in the sale of communication, computers and computer peripherals, electronic components and consumer electronic products. The Group operates business by geographic areas. The Board of Directors and management team set up operating strategies and allocate resources based on the operating performance of each area of sales.

(2) Measurement of segment information

The accounting policies of operating segments are the same as those in Note 4. The Chief Operating Decision-Maker assesses the performance of operating segments based on operating income (loss).

(3) Information about segments

The segment information provided to the Chief Operating Decision-Maker for the reportable segments for the years ended December 31, 2016 and 2015 was as follows:

Year ended December 31, 2016

Year ended December 31, 2016
Australia and New
Taiwan HongKong/China Zealand/Indonesia Reconciliation Total
Revenue from external customers 57,162,715
$
213,537,633
$
71,996,105
$
-
$
342,696,453
$
Inter-segment revenue 2,693,842 33,355,487 160,157 36,209,486)
(
-
Segment revenue 59,856,557
$
246,893,120
$
72,156,262
$
36,209,486)
($
342,696,453
$
Segmentprofit 744,810
$
2,011,641
$
1,512,781
$
-
$
4,269,232
$
Segmentprofit, includingdepreciation 111,681
$
154,990
$
80,590
$
-
$
347,261
$
Segment assets 21,859,504
$
80,802,246
$
25,169,420
$
-
$
127,831,170
$

170

Year ended December 31, 2015

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----- Start of picture text -----

Australia and New
Taiwan Hong Kong/China Zealand/Indonesia Reconciliation Total
Revenue from external customers $ 47,932,451 $ 202,797,949 $ 71,403,052 $ - $ 322,133,452
Inter-segment revenue 2,647,796 51,540,462 152,528 ( 54,340,786) -
Segment revenue $ 50,580,247 $ 254,338,411 $ 71,555,580 ($ 54,340,786) $ 322,133,452
Segment profit $ 537,168 $ 2,164,150 $ 1,247,253 $ - $ 3,948,571
Segment profit, including depreciation $ 103,004 $ 138,870 $ 68,384 $ - $ 310,258
Segment assets $ 18,124,356 $ 88,295,331 $ 28,367,831 $ - $ 134,787,518
----- End of picture text -----

Note: Consolidated liabilities are not disclosed because it is not provided to the Chief Operating Decision-Maker.

(4) Reconciliation for segment income (loss)

  • A. The operating income (loss) of each area reported to the Chief Operating Decision-Maker is measured in a manner consistent with revenues and expenses in the statement of comprehensive income.

  • A reconciliation of reportable segment profit to the income before income tax for the years ended December 31, 2016 and 2015 is provided as follows:

==> picture [454 x 83] intentionally omitted <==

----- Start of picture text -----

Year ended Year ended
December 31, 2016 December 31, 2015
Reportable segment profit $ 4,269,232 $ 3,948,571
Total non-operating revenue and expenses 1,456,245 ( 211,019)
Income before income tax $ 5,725,477 $ 3,737,552
----- End of picture text -----

  • B. The amounts provided to the Chief Operating Decision-Maker with respect to total assets are measured in a manner consistent with that of the financial statements. The reconciliation and offset of the reportable segments’ assets are provided in Note 14(3).

171

(5) Information on products and services

==> picture [455 x 83] intentionally omitted <==

----- Start of picture text -----

Year ended Year ended
December 31, 2016 December 31, 2015
Product revenue $ 342,085,713 $ 321,650,942
Others 610,740 482,510
Total $ 342,696,453 $ 322,133,452
----- End of picture text -----

(6) Geographical information

The external revenue is grouped according to the locations of the customers, and the non-current assets are grouped according to the locations of the non-current assets. Breakdown of revenue and non-current assets by geographic area is as follows:

==> picture [604 x 131] intentionally omitted <==

----- Start of picture text -----

Years ended December 31,
2016 2015
Revenue Non-current assets Revenue Non-current assets
Taiwan $ 57,162,715 $ 1,543,314 $ 47,932,451 $ 1,357,429
China and Hong Kong 213,537,633 6,461,041 202,797,949 7,050,613
Australia, New Zealand and Indonesia 71,996,105 1,738,126 71,403,052 1,593,964
Total $ 342,696,453 $ 9,742,481 $ 322,133,452 $ 10,002,006
----- End of picture text -----

(7) Major customer information

In 2016 and 2015, no single customer accounted for more than 10% of net operating revenue. Accordingly, no major customer information is presented.

172

173