- 第一條 Article 1
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
1. CC01060 有線通信機械器材製造業。
2. CC01070 無線通信機械器材製造業。
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。
The scope of business of the Company is as follows:
1. CC01060 Wired Communication Equipment and Apparatus Manufacturing.
2. CC01070 Telecommunication Equipment and Apparatus Manufacturing.
3. CC01110 Computers and Computing Peripheral Equipments Manufacturing.
4. E605010 Computing Equipments Installation Construction.
5. F118010 Wholesale of Computer Software.
6. F218010 Retail Sale of Computer Software.
7. I301010 Software Design Services.
8. I301020 Data Processing Services.
9. I301030 Digital Information Supply Services.
10. CB01020 Office Machines Manufacturing.
11. F113050 Wholesale of Computing and Business Machinery Equipment.
12. F213030 Retail Sale of Computing and Business Machinery Equipment.
13. CC01090 Batteries Manufacturing.
14. F113110 Wholesale of Batteries.
15. F213110 Retail Sale of Batteries.
16. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
17. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
18. F113070 Wholesale of Telecom Instruments.
19. F213060 Retail Sale of Telecom Instruments.
20. IE01010 Telecommunications Number Agencies.
21. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing.
22. F113020 Wholesale of Household Appliance.
23. F213010 Retail Sale of Household Appliance.
24. J303010 Magazine and Periodical Publication.
25. F401010 International Trade.
26. I103060 Management Consulting Services.
27. JE01010 Rental and Leasing Business.
28. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified.
29. F108031 Wholesale of Drugs, Medical Goods.
30. F208031 Retail Sale of Medical Equipments.
31. F102020 Wholesale of Edible Oil.
32. F102030 Wholesale of Tobacco Products and Alcoholic Beverages .
33 .F102040 Wholesale of Nonalcoholic Beverages.
34. F102170 Wholesale of Food and Grocery.
35 .F104110 Wholesale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products.
36. F105050 Wholesale of Furniture, Bedclothes Kitchen Equipment and Fixtures.
37. F106010 Wholesale of Ironware
38. F106020 Wholesale of Articles for Daily Use
39. F108040 Wholesale of Cosmetics
40. F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
41. F110010 Wholesale of Clocks and Watches
42. F110020 Wholesale of Spectacles
43. F111090 Wholesale of Building Materials
44. F112040 Wholesale of Petrochemical Fuel Products
45. F113010 Wholesale of Machinery
46. F113030 Wholesale of Precision Instruments
47. F113060 Wholesale of Metrological Instruments
48. F114010 Wholesale of Automobiles
49. F114030 Wholesale of Motor Vehicle Parts and Supplies
50. F114040 Wholesale of Bicycle Parts and Supplies
51. F114050 Wholesale of Tires and Tubes
52. F115010 Wholesale of Jewelry and Precious Metals
53. F116010 Wholesale of Photographic Equipment
54. F119010 Wholesale of Electronic Materials
55. F201010 Retail sale of Agricultural Products
56. F201020 Retail sale of Husbandry Products
57. F201050 Retail sale of Fishing Tackles
58. F201070 Retail sale of Flowers
59. F201090 Retail Sale of Aquarium Fishes
60. F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products
61. F202010 Retail sale of Animal Feeds
62. F203010 Retail sale of Food and Grocery
63. F203020 Retail Sale of Tobacco and Alcoholic Beverages
64. F204110 Retail sale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing Accessories and Other Textile Products
65. F205040 Retail sale of Furniture, Bedclothes, Kitchen Equipment and Fixtures
66. F206010 Retail Sale of Ironware
67. F206020 Retail Sale of Articles for Daily Use
68. F206050 Retail of pet food and appliances
69. F207030 Retail Sale of Cleaning Preparations
70. F207050 Retail Sale of Manure
71. F208040 Retail Sale of Cosmetics
72. F208050 Retail Sale of the Second Type Patent Medicine
73. F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
74. F210010 Retail Sale of Watches and Clocks
75. F210020 Retail Sale of Spectacles
76. F211010 Retail Sale of Building Materials
77 .F212050 Retail Sale of Petrochemical Fuel Products
78. F213040 Retail Sale of Precision Instruments
79. F213050 Retail Sale of Metrological Instruments
80. F213080 Retail Sale of Machinery and Equipment
81. F214010 Retail Sale of Automobiles
82. F214020 Retail Sale of Motorcycles
83. F214030 Retail Sale of Motor Vehicle Parts and Supplies
84. F214040 Retail Sale of Bicycles and Parts
85. F214050 Retail Sale of Tires and Tubes
86. F215010 Retail Sale of Jewelry and Precious Spectacles Metals
87. F216010 Retail Sale of Photographic Equipment
88. F219010 Retail Sale of Electronic Materials
89. F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
90. F301010 Department Stores
91. F301020 Supermarkets
92. F399010 Convenience Stores
93. F399040 Retail Business Without Shop
94. F399990 Retail sale of Others
95. G801010 Warehousing and Storage
96. I301040 the third party payment
97. F401161 Tobacco Products Import
98. F401171 Alcohol Drink Import
99. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
- 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本公司設董事九至十三人，任期三年，由股東會就有行為能力人選任之，連選得連任。本公司自選任第十屆董事起，前項董事名額中設置獨立董事人數不得少於三人，且不得少於董事席次五分之一。獨立董事之選任採候選人提名制度，由股東就獨立董事候選人名單中選任之，並依公司法第一九二條之一規定辦理。獨立董事與非獨立董事應一併進行選舉，分別計算當選名額。有關獨立董事之專業資格、持股與兼職限制、獨立性之認定、提名方式及其他應遵行事項，依相關法令辦理。
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。
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.