Chapter 5 of the Articles of Association
Articles of Incorporation
Chapter 1 General Provisions
- Article 1
The Company is organized in accordance with the Company Act and named Senao International Co., Ltd. (hereinafter referred to as “the Company”.)
- Article 2
The scope of business of the Company is as follows:
- CC01060 Wired Communication Mechanical Equipment Manufacturing.
- CC01070 Wireless Communication Mechanical Equipment Manufacturing.
- CC01110 Computer and Peripheral Equipment Manufacturing.
- E605010 Computer Equipment Installation
- F118010 Wholesale of Computer Software.
- F218010 Retail Sale of Computer Software.
- I301010 Information Software Services.
- I301020 Data Processing Services.
- I301030 Electronic Information Supply Services.
- CB01020 Affairs Machine Manufacturing.
- F113050 Wholesale of Computers and Clerical Machinery Equipment.
- F213030 Retail Sale of Computers and Clerical Machinery Equipment.
- CC01090 Manufacture of Batteries and Accumulators.
- F113110 Wholesale of Batteries.
- F213110 Retail Sale of Batteries.
- CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
- F113070 Wholesale of Telecommunication Apparatus.
- F213060 Retail Sale of Telecommunication Apparatus
- IE01010 Telecommunications Service Number Agencies
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
- F113020 Wholesale of Electrical Appliances.
- F213010 Retail Sale of Electrical Appliances.
- J303010 Magazine (Periodical) Publishing.
- F401010 International Trade.
- I103060 Management Consulting.
- JE01010 Rental and Leasing.
- IZ99990 Other Industrial and Commercial Services.
- F108031 Wholesale of Medical Devices.
- F208031 Retail Sale of Medical Apparatus.
- F102020 Wholesale of Edible Fat and Oil.
- F102030 Wholesale of Tobacco and Alcohol.
- F102040 Wholesale of Nonalcoholic Beverages.
- F102170 Wholesale of Foods and Groceries.
- F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
- F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
- F106010 Wholesale of Hardware.
- F106020 Wholesale of Daily Commodities.
- F108040 Wholesale of Cosmetics.
- F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
- F110010 Wholesale of Clocks and Watches.
- F110020 Wholesale of Glasses.
- F111090 Wholesale of Building Materials.
- F112040 Wholesale of Petroleum Products.
- F113010 Wholesale of Machinery.
- F113030 Wholesale of Precision Instruments.
- F113060 Wholesale of Measuring Instruments.
- F114010 Wholesale of Motor Vehicles.
- F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
- F114040 Wholesale of Bicycle and Component Parts Thereof.
- F114050 Wholesale of Tires.
- F115010 Wholesale of Jewelry and Precious Metals.
- F116010 Wholesale of Camera Equipment.
- F119010 Wholesale of Electronic Materials
- F201010 Retail Sale of Agricultural Products.
- F201020 Retail Sale of Livestock Products.
- F201050 Retail sale of Fishing Tackles.
- F201070 Retail sale of Flowers.
- F201090 Retail Sale of Ornamental Fishes.
- F201990 Retail Sale of Other Agricultural, Livestock and Aquaculture Products.
- F202010 Retail Sale of Feeds.
- F203010 Retail Sale of Food, Grocery and Beverage.
- F203020 Retail Sale of Tobacco and Alcohol.
- F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
- F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures.
- F206010 Retail Sale of Hardware.
- F206020 Retail Sale of daily commodities.
- F206050 Retail Sale of Pet Food and Supplies.
- F207030 Retail Sale of Cleaning Supplies.
- F207050 Retail Sale of Fertilizer.
- F208040 Retail Sale of Cosmetics.
- F208050 Retail Over-the-counter drugs class B.
- F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
- F210010 Retail Sale of Watches and Clocks.
- F210020 Retail Sale of Glasses.
- F211010 Retail Sale of Building Materials.
- F212050 Retail Sale of Petroleum Products.
- F213040 Retail Sale of Precision Instruments.
- F213050 Retail Sale of Measuring Instruments.
- F213080 Retail Sale of Motor Vehicles.
- F214010 Retail Sale of Motor Vehicles.
- F214020 Retail Sale of Motorcycles.
- F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
- F214040 Retail Sale of Bicycle and Component Parts Thereof.
- F214050 Retail Sale of Tires.
- F215010 Retail Sale of Jewelry and Precious Metals.
- F216010 Retail Sale of Camera Equipment.
- F219010 Retail Sale of Electronic Materials.
- F299990 Retail Sale of Other Products.
- F301010 Department Stores.
- F301020 Supermarkets.
- F399010 Convenience Stores.
- F399040 Retail Sale No Storefront.
- F399990 Retail sale of Other Integrated.
- G801010 Warehousing.
- F401161 Tobacco Products Import.
- F401171 Alcohol Products Importation.
- F106060 Wholesale of Pet Food and Supplies.
- F107030 Wholesale of Cleaning Supplies.
- F107070 Wholesale of Veterinary Drugs.
- F108021 Wholesale of Western Pharmaceutical.
- F207070 Retail Sale of Veterinary Drugs.
- F207080 Retail Sale of Environmental Agents.
- F207990 Retail Sale of Other Chemical Products.
- F208021 Retail Sale of Western Pharmaceutical.
105. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3:
The Company is headquartered in New Taipei City and when necessary may establish branches at home and abroad as resolved by the Board of Directors and approved by the competent authority. -
Article 4:
The Company may act as a guarantor.
Chapter 2 Shares
- Article 5
The total capital of the company is set at NT$450 million, divided into NT$450 million shares. The amount is NT$10 per share and is issued in installments. Among the total capital stated in the preceding paragraph, 20,000,000 shares are reserved for the issuance of employee stock option certificates, and the board of directors is authorized to resolve issuance in installments.
- Article 6
The total amount of the company's reinvestment is not subject to the restriction in Article 13 of the Company Law that reinvestment shall not exceed 40% of the paid-in share capital.
- Article 7
The company's stock certificates are all in registered form, signed or stamped by directors representing the company, and are issued after being authenticated in accordance with the law. The shares issued by this company are exempted from printing stock certificates and registration must be registered with the centralized securities custody institution.
- Article 8
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- Article 9
The company's shareholders handle stock affairs such as stock transfer, pledge creation, cancellation, loss report, inheritance, donation, seal loss report, change or address change, unless otherwise provided by laws and securities regulations, in accordance with the "Public Issuance" issued by the competent authority. "Stock Company Stock Affairs Handling Guidelines".
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Article 10
The name change and transfer of shareholders shall be stopped within 60 days before the regular meeting of shareholders, within 30 days before the extraordinary meeting of shareholders, or within the five days before the base date when the company decides to distribute dividends, dividends or other benefits.
Chapter 3 Shareholders Meeting
- Article 11
There are two types of shareholders' meetings: regular meetings and extraordinary meetings. Regular meetings are held once a year and are convened by the board of directors in accordance with the law within six months after the end of each fiscal year. Extraordinary meetings are convened in accordance with the law when necessary.
- Article 11 item 1
The company's shareholders' meeting can be held via video conference or other methods announced by the central competent authority.
- Article 12
The chairman is the chairman of the shareholders' meeting and the board of directors internally, and represents the company externally. When the Chairman takes leave or is unable to exercise his powers for any reason, the Vice Chairman shall act as his deputy; when the Vice Chairman also takes leave or is unable to exercise his powers for any reason, or when a Vice Chairman is not appointed in accordance with the provisions of Article 19, he shall be designated by the Chairman One director shall act on his behalf.
- Article 13
Regular shareholders' meetings must be convened thirty days in advance; extraordinary shareholders' meetings must be convened fifteen days in advance. Each shareholder must be notified of the date, location, and reasons for convening the meeting.
- Article 14
If a shareholder is unable to attend the shareholders' meeting for any reason, he or she must issue a power of attorney issued by the company stating the scope of authorization, and authorize a proxy to attend with his signature and seal.
- Article 15
Unless otherwise provided by law, each shareholder of the Company shall have one vote per share.
- Article 16
Unless otherwise provided by the Company Law, resolutions of the shareholders' meeting must be attended by shareholders representing more than half of the total number of issued shares, and must be approved by more than half of the voting rights of the shareholders present.
Chapter 4 Directors and Audit Committee
- Article 17
The company shall have nine to thirteen directors with three-year terms. They shall be appointed by the shareholders' meeting according to their ability to act and may be re-elected.
Starting from the election of the tenth term of directors of the company, the number of independent directors in the number of directors mentioned in the preceding paragraph shall not be less than three, and shall not be less than one-fifth of the number of directors.
The selection of directors adopts a candidate nomination system, and shareholders select directors from a list of director candidates, in accordance with the provisions of Article 192-1 of the Company Law.
Independent directors and non-independent directors should be elected together and the number of elected directors should be calculated separately.
The professional qualifications, shareholding and part-time restrictions, determination of independence, nomination methods and other matters that should be complied with by independent directors shall be handled in accordance with relevant laws and regulations.
- Article 17-1
In accordance with the provisions of Article 14-4 of the Securities and Exchange Act, the Company will establish an audit committee starting from the election of the tenth session of directors, consisting of all independent directors.
The members of the Audit Committee, the exercise of powers and other matters that must be complied with shall be handled in accordance with relevant laws and regulations, and its organizational rules shall be separately formulated by the Board of Directors.
- Article 18
The board of directors shall be organized by directors and its powers are as follows:
1. Tool business plan.
2. Put forward proposals for profit distribution or loss compensation.
3. Propose proposals for capital increase or decrease.
4. Formulate important rules and company organizational regulations.
5. Appointment and dismissal of the company’s general manager and deputy general manager.
6. Establishment and dissolution of branches.
7. Prepare budget and final accounts.
8. Appointment and removal of finance, accounting and internal audit supervisors.
9. Proposal to change company name and change of trademark.
10. Approval of long-term equity investment exceeding NT$30 million (inclusive).
Items 11, 9 and 10 require the attendance of more than half of the directors and the approval of more than two-thirds of the directors present.
12. Other powers conferred by the company law or the resolution of the shareholders' meeting.
- Article 19
The board of directors is organized by the directors, and more than two-thirds of the directors present and more than half of the directors present agree to elect a chairman from each other, and may elect a director as a vice-chairman based on business needs.
The Board shall be formed by the directors. The chairperson of the Board shall be elected from among the directors by a majority vote of the directors present at a meeting attended by at least two-thirds of all directors. Where necessary, vice chairperson of the Board may also be elected from among the directors.
- Article 20
Unless otherwise provided by the Company Law, the board of directors shall be convened by the chairman of the board. Resolutions of the board of directors, unless otherwise provided by the company law, must be attended by more than half of the directors and must be approved by more than half of the directors present.
- Article 20-1
The board of directors shall convene at least once a quarter, and the reasons for the convening shall be clearly stated and all directors shall be notified seven days in advance; however, in case of emergency, the board of directors may be convened at any time. Notice of board meeting can be sent by fax, email, etc.
- Article 21
Directors shall attend the board of directors in person. If a director is unable to attend for any reason, he may entrust another director to act as his agent. The agent mentioned in the preceding paragraph can only be entrusted by one person.
When the board of directors meets via video conference, directors who participate in the meeting via video conference are deemed to be present in person. - Article 22
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- Article 22-1
The company may purchase liability insurance for its directors and key employees.
- Article 22-2
The company may pay remuneration to directors who perform their duties regardless of the company's business profits and losses. The remuneration is authorized by the board of directors to be determined based on the performance of their duties and with reference to the normal payment levels in the industry.
Chapter 5 Managers
- Article 23
The company may have one general manager and several deputy general managers. The appointment, dismissal and remuneration of the general manager are subject to a resolution approved by the board of directors with more than half of the directors present and the approval of more than two-thirds of the directors present.
The appointment, dismissal and remuneration of the deputy general manager must be approved by the board of directors with the approval of more than half of the directors present at the request of the general manager. - Article 24
The general manager shall preside over the company's business in accordance with the resolutions of the board of directors.
Chapter 6 Accounting
- Article 25
The company's fiscal year runs from January 1st to December 31st every year, and the final accounts should be processed at the end of each year.
- Article 26
The company shall, in accordance with the provisions of Article 228 of the Company Law, at the end of each fiscal year, the board of directors prepare the following forms and submit them to the shareholders' regular meeting for approval in accordance with legal procedures.
1. Business report.
2. Financial statements.
3. Proposals for profit distribution or loss appropriation. - Article 27
If the company makes a profit during the year, it should allocate no less than 3% of employee remuneration and no more than 3% of director remuneration. However, if the company still has accumulated losses, it should reserve the compensation amount in advance.
The company's employee treasury shares, employee stock option certificates, employee remuneration, employee acquisition of new shares, and new shares with restricted employee rights may be paid to employees of subordinate companies who meet certain conditions, and the certain conditions are set by the board of directors.
If there is a surplus in the company's annual final accounts, it shall pay taxes and make up losses in accordance with the law, and then allocate 10% to the statutory surplus reserve and allocate or reverse the special surplus reserve in accordance with laws or regulations of the competent authority, and the balance shall be divided by In addition to the Board of Directors requesting the shareholders' meeting to resolve to retain, if there is any remaining surplus together with the undistributed surplus from previous years, the shareholders' meeting will decide to retain or distribute it.The company's board of directors shall, with the attendance of more than two-thirds of the directors and the resolution of more than half of the directors present, all or part of the dividends and bonuses, capital reserves or statutory surplus reserves that should be distributed in the form of cash payments. and report to the shareholders' meeting. The provisions of the preceding paragraph that must be resolved by the shareholders' meeting do not apply.
In order to comply with the "Balanced Dividend Policy" of the Securities and Futures Bureau, comply with the company's current operating environment and pursue sustainable operations and long-term development, when formulating the earnings distribution plan, emphasis will be placed on the stability and growth of dividends. The total amount of shareholder dividends distributed in each year shall not be less than 30% of the distributable earnings for that year, of which the proportion of cash dividends shall not be less than 10% of the total dividends.
Chapter 7 Supplementary Provisions
- Article 28
The company may engage in external guarantee business in accordance with government regulations.
- Article 29
The company's articles of association and service rules shall be stipulated separately.
- Article 30
Matters unsettled in this Articles of Association shall be handled in accordance with the provisions of the Company Law.
- Article 31
These Articles of Incorporation were adopted on May 7, 1979. The 1st amendment was made on August 15, 1980. The 2nd amendment was made on March 12, 1981. The 3rd amendment was made on February 2, 1982. The 4th amendment was made on May 27, 1987. The 5th amendment was made on July 20, 1987. The 6th amendment was made on October 28, 1992. The 7th amendment was made on August 26, 1993. The 8th amendment was made on June 2, 1994. The 9th amendment was made on March 10, 1995. The 10th amendment was made on April 30, 1995. The 11th amendment was made on August 14, 1995. The 12th amendment was made on June 15, 1996. The 13th amendment was made on May 30, 1997. The 14th amendment was made on April 20, 1998. The 15th amendment was made on June 13, 2000. The 16th amendment was made on May 17, 2001. The 17th amendment was made on January 17, 2002. The 18th amendment was made on May 30, 2003. The 19th amendment was made on May 27, 2004. The 20th amendment was made on June 14, 2005. The 21st amendment was made on June 14, 2006. The 22nd amendment was made on April 12, 2007. The 23rd amendment was made on June 13, 2008. The 24th amendment was made on May 19, 2009. The 25th amendment was made on June 4, 2010. The 26th amendment was made on April 26, 2012. The 27th amendment was made on June 15, 2015. The 28th amendment was made on June 27, 2016. The 29th amendment was made on June 14, 2018. The 30th amendment was made on June 14, 2019. The 31st amendment was made on August 18, 2021. The 32nd amendment was made on June 15, 2022.The 33rd amendment was made on May 20, 2024.
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