- 第一條 Article 1
本公司依照公司法規定組織之，定名為神腦國際企業股份有限公司。(本公司英文名稱為Senao International Co., Ltd.)
The Company is organized in accordance with the Company Act and named Senao International Co., Ltd. (hereinafter referred to as “the Company”.)
- 第二條 Article 2
31. F102020 食用油脂批發業。
32. F102030 菸酒批發業。
33. F102040 飲料批發業。
34. F102170 食品什貨批發業。
35. F104110 布疋、衣著、鞋、帽、傘、服飾品批發業。
36. F105050 家具、寢具、廚房器具、裝設品批發業。
37. F106010 五金批發業。
38. F106020 日常用品批發業。
39. F108040 化粧品批發業。
40. F109070 文教、樂器、育樂用品批發業。
41. F110010 鐘錶批發業。
42. F110020 眼鏡批發業。
43. F111090 建材批發業。
44. F112040 石油製品批發業。
45. F113010 機械批發業。
46. F113030 精密儀器批發業。
47. F113060 度量衡器批發業。
48. F114010 汽車批發業。
49. F114030 汽、機車零件配備批發業。
50. F114040 自行車及其零件批發業。
51. F114050 車胎批發業。
52. F115010 首飾及貴金屬批發業。
53. F116010 照相器材批發業。
54. F119010 電子材料批發業。
55. F201010 農產品零售業。
56. F201020 畜產品零售業。
58. F201070 花卉零售業。
59. F201090 觀賞魚零售業。
60. F201990 其他農畜水產品零售業。
61. F202010 飼料零售業。
62. F203010 食品什貨、飲料零售業。
63. F203020 菸酒零售業。
64. F204110 布疋、衣著、鞋、帽、傘、服飾品零售業。
65. F205040 家具、寢具、廚房器具、裝設品零售業。
66. F206010 五金零售業。
67. F206020 日常用品零售業。
68. F206050 寵物食品及其用品零售業。
69. F207030 清潔用品零售業。
70. F207050 肥料零售業。
71. F208040 化粧品零售業。
72. F208050 乙類成藥零售業。
73. F209060 文教、樂器、育樂用品零售業。
74. F210010 鐘錶零售業。
75. F210020 眼鏡零售業。
76. F211010 建材零售業。
77. F212050 石油製品零售業。
78. F213040 精密儀器零售業。
79. F213050 度量衡器零售業。
80. F213080 機械器具零售業。
81. F214010 汽車零售業。
82. F214020 機車零售業。
83. F214030 汽、機車零件配備零售業。
84. F214040 自行車及其零件零售業。
85. F214050 車胎零售業。
86. F215010 首飾及貴金屬零售業。
87. F216010 照相器材零售業。
88. F219010 電子材料零售業。
89. F299990 其他零售業。
90. F301010 百貨公司業。
91. F301020 超級市場業。
92. F399010 便利商店業。
93. F399040 無店面零售業
94. F399990 其他綜合零售業。
95. G801010 倉儲業。
96. I301040 第三方支付服務業。
- 第三條 Article 3
The Company is headquartered in New Taipei City and when necessary may establish branches or representative offices at proper locations at home and abroad as resolved by the Board of Directors and approved by the competent authority.
- 第四條 Article 4
The Company may act as a guarantor.
- 第五條 Article 5
The authorized capital of the Company is NT$4.5 billion consisting of 450 million shares. The par value of each share is NT$10, and such shares can be issued in separate installments.
Among these shares, 20 million shares are reserved for the holders of employee stock warrants, and the Board of Directors is authorized to issue the shares in separate installments.
- 第六條 Article 6
The Company’s total amount of investment in other businesses is not subject to the limitation of 40% of the Company’s paid-in capital under Article 13 of the Company Act.
- 第七條 Article 7
The share certificates of the Company shall without exception be in registered form, signed by, or affixed with seals of, at least three directors, and authenticated by the competent authority before issuance.
- 第八條 Article 8
- 第九條 Article 9
The shareholders of the Company shall process the shareholder services such as transfer of share ownership, creation of pledge, removal of pledge, reporting of loss, inheritance of shares, gift, reporting of specimen chop loss or change, or change of address, etc., in accordance with the “Regulations Governing the Administration of Stock Affairs of Public Companies” announced by the competent authority in addition to the relevant securities laws and regulations.
- 第十條 Article 10
All entries in the shareholders register due to share transfers shall be suspended for 60 days prior to an General shareholders’ meetings, or for 30 days prior to an extraGeneral shareholders’ meetings, or for 5 days prior to the record date fixed for distributing dividends, bonus, or any other benefit.
- 第十一條 Article 11
Shareholders’ meetings of the Company are of two kinds: general shareholders’ meetings and extrageneral shareholders’ meetings. The General shareholders’ meetings is convened once per year within six months from the close of the fiscal year. Extrageneral shareholders’ meetings may be convened in accordance with applicable laws and regulations whenever necessary.
- 第十二條 Article 12
The chairperson shall chair the shareholders’ meeting and the meeting of the Board of Directors internally, and represent the Company in external matters. Where the chairperson of the Board is on leave or unable to perform his/her duties, the vice chairperson shall act on the chairperson’s behalf. If vice chairperson is also on leave or unable to perform his/her duties or there is no vice chairperson appointed in accordance with Article 19 herein, the chairperson shall designate a director to act on his/her behalf.
- 第十三條 Article 13
For General shareholders’ meetings, the notice of meeting shall be served to each shareholder at least thirty days prior to the meeting; for extra General shareholders’ meetings, a notice of meeting shall be served to each shareholder at least fifteen days prior to the meeting. The notice of meeting shall specify the date, location and reasons for convening the meeting.
- 第十四條 Article 14
A shareholder unable to attend the shareholders’ meeting in person may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy, which shall be signed and chopped by the shareholder.
- 第十五條 Article 15
Unless otherwise regulated by the laws, each shareholder of the Company is entitled to one vote per share.
- 第十六條 Article 16
Except as otherwise provided by the Company Act, resolutions of a shareholders’ meeting shall be adopted at a meeting attended by shareholders representing a majority of the total number of issued shares and at which meeting a majority of the shareholders vote in favor of such resolutions.
- 第十七條 Article 17
The Company shall have nine to thirteen directors to be elected from persons having legal capacity at a shareholders’ meeting. Each director shall hold office for a term of three years and is eligible for re-election.
Starting from the tenth term of the Board of Directors,the number of independent directors, among the aforementioned number of directors, shall be no less than three, and shall be no less than one fifth of the total number of directors.
Election of independent directors shall adopt the candidate nomination measure, and independent directors shall be elected from among the list of candidates for independent directors by the shareholders’ meeting in accordance with Article 192-1 of the Company Act.
Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Matters regarding professional qualification, restrictions on shareholdings, concurrent positions held, determination of independency, method of nomination and election and other matters for compliance with respect to independent directors shall be subject to the rules prescribed by the securities governing authorities.
- 第十七條之一 Article 17-1
Pursuant to Article 14-4 of the Securities and Exchange Act, starting from the tenth term of the Board of Directors, the Company shall set up the Audit Committee, which shall consist of the entire independent directors.
The members of the Audit Committee exercise of duties and other matters of compliance shall be handled in accordance with relevant laws and regulations, and the Board of Directors shall establish the Audit Committee Charter.
- 第十八條 Article 18
The Board shall be formed by the directors and shall perform the following functions:
1. Prepare the business plan.
2. Propose the distribution of profit or offsetting of deficit.
3. Propose the adjustment to capital.
4. Compose material rules and regulation and the Company’s Articles of Incorporation.
5. Appoint and dismiss the Company’s President and Vice President.
6. Establish or withdraw branch units.
7. Prepare annual budgets and financial statements.
8. Propose changes to the company name or trademark.
9. Appoint and dismiss financial, accounting and internal auditing officers.
10. Approve long-term equity investments over NT$30 million (inclusive).
11. For item 9 and 10, resolution by consent of over two-thirds of the directors present at a meeting attended by a majority of the directors shall be reached.
12. Other functions prescribed by the Company Act or the shareholders’ meeting.
- 第十九條 Article 19
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.
- 第二十條 Article 20
A directors’ meeting shall be convened by the chairperson unless otherwise provided by the Company Act. Unless otherwise provided by the Company Act, resolutions of a directors’ meeting shall be adopted by a majority vote of the directors present at a meeting attended by a majority of all directors.
- 第二十條之一 Article 20-1
The board of directors’ meeting shall be held no less than once a quarter, and the notice for the directors’ meeting shall specify the reasons for the meeting and shall be served to each director at least seven days prior to the meeting. A board of directors’ meeting may be held at any time in case of an emergency. The notice of directors’ meeting may be served in the form of fax, e-mail and etc.
- 第二十一條 Article 21
In case a director cannot, for cause, attend a meeting, he or she may appoint another director in writing as his/her proxy to attend in his/her place. A director may act as the proxy of only one other director.
If the Board meeting is held in the form of videoconference, those participated by video conference are deemed as participation in person.
- 第二十二條 Article 22
- 第二十二條之一 Article 22-1
The Company may purchase liability insurance for its directors and other important personnel.
- 第二十二條之二 Article 22-2
When the Company’s directors perform their duties for the Company, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The Board of Directors is authorized to decide the rates of such remuneration based on the extent of their performance at a level consistent with general practices in the industry.
- 第二十三條 Article 23
The Company may have one president and several vice presidents. The appointment, dismissal and remuneration of the president shall be resolved by two-third of the votes of the directors present at a meeting attended by the majority of all directors. The appointment, dismissal and remuneration of the vice president shall be resolved by majority votes of the directors present at a meeting attended by a majority of all directors.
- 第二十四條 Article 24
The president shall adhere to the policies of the Board to manage Company’s affairs.
- 第二十五條 Article 25
The Company’s fiscal year is from January 1 to December 31 each year, and at the end of each fiscal year, the closing of books shall be made.
- 第二十六條 Article 26
IIn accordance with Article 228 of the Company Act, at the close of each fiscal year, the Board of Directors shall prepare the following statements and records that shall be presented at a General Shareholders’ Meeting for recognition pursuant to the rules prescribed by the securities governing authorities.
1. Business report.
2. Financial report.
3. Proposal for allocating profit or covering loss.
- 第二十七條 Article 27
If the Company records a profit in a year, the Company shall appropriate no less than 3% of the profit for employee's compensation, and no more than 3% of the profit for director’s compensation. If, however, the Company has accumulated losses, profit shall first be used to offset accumulated losses.
Employees entitled to receive the treasury shares, share warrants, bonus, new shares subion, restricted shares may include the employees of the Company’s controlled companies meeting specific requirements set by the Board.
If after the annual closing of books there is a profit, the Company shall, after having provided for taxes and offset the accumulated losses of previous years, appropriate the 10% legal reserve and recognize or reverse special reserve return earnings in accordance with laws and regulations. The remaining balance, together with the undistributed profits of previous years, shall be retained or distributed upon the resolution of the shareholders’ meeting.
The distributable dividends, bonuses, capital surplus or legal reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors. Such a distribution shall be reported to the shareholders’ meeting, and the requirement for resolution of the shareholders’ meeting in the preceding paragraph is not applicable herein.
In order to align the Securities and Futures Bureau’s “Balanced Dividends Policy” with the Company’s current business environment and the goals of sustainable operation and long-term development, the earning distribution plan would focus on the stability and growth of the dividends. Every year, the Board shall propose the earnings distribution plan and submit to the shareholders’ meeting for approval before the distribution. The total dividends amount shall be no less than 30% of the total distributable earnings of the year, among which the cash dividend ratio shall be no less than 10% of the total dividends.
- 第二十八條 Article 28
The Company may provide endorsement and guarantee and act as a guarantor according to the governmental regulations.
- 第二十九條 Article 29
The Company’s charter and operational regulations shall be separately adopted.
- 第三十條 Article 30
Matters not addressed by these Articles of Incorporation shall be governed by the Company Act.
- 第三十一條 Article 31
本章程訂立於民國68 年5 月7 日，第一次修訂於民國69 年8 月15 日。第二次修訂於民國70 年3 月12 日。第三次修訂於民國71 年2 月2 日。第四次修訂於民國76 年5 月27 日。第五次修訂於民國76 年7 月20 日。第六次修訂於民國81 年10 月28 日。第七次修訂於民國82 年8 月26日。第八次修訂於民國83 年6 月2 日。第九次修訂於民國84 年3 月10 曰。第十次修訂於民國84 年4 月30 日。第十一次修訂於民國84 年8 月14 日。第十二次修訂於民國85 年6 月15 日。第十三次修訂於民國86 年5 月30 日。第十四次修訂於民國87 年4 月20 日。第十五次修訂於民國89 年6 月13 日。第十六次修訂於民國90 年5 月17 日。第十七次修訂於民國91 年1 月17 日。第十八次修訂於民國92 年5 月30 日。第十九次修訂於民國93 年5 月27 日。第二十次修訂於民國94 年6 月14 日。第二十一次修訂於民國95 年6 月14 日。第二十二次修訂於民國96 年4 月12 日。第二十三次修訂於民國97 年6 月13 日。第二十四次修訂於民國98 年5 月19 日。第二十五次修訂於民國99 年6 月4 日。第二十六次修訂於民國101 年4 月26 日。第二十七次修訂於民國104年6月15日。第二十八次修訂於民國105年6月27日。第二十九次修訂於民國107年6月14日。第三十次修訂於民國108年6月14日。第三十一次修訂於民國110年8月18日。
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. The8th 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. 29th amendment was made on June 14, 2018.The 30th amendment was made on June 14, 2019..The 31th amendment was made on Augest 18, 2021.