Standard Form of Articles of Incorporation for
Listed Companies
Korea Listed
Companies Association
Established on
February 5, 1980
Amended on July
13, 1984; January 25, 1988;
December 6,
1989; August 21, 1991;
1June 22, 1993;
January 17, 1996;
October 10,
1996; February 21, 1997;
February 17,
1998; February 23, 1999;
February 10,
2000; March 2, 2001;
February 4,
2003; February 2, 2004
CHAPTER I. GENERAL PROVISIONS
Article 1 (Name) The name of the company shall be [
** ] Jushikhoisa (or Jushikhoisa [ ** ]) in Korean and [ ** ]in English
(hereinafter referred to as the "Company").
Article 2 (Purposes) The purposes of the Company is
to engage in the following business activities:
(1)
(2)
(3)
(4)
(5) ; and
(6) Other activities incidental to each of the
aforementioned business.
Article 3 (Location of Head Office and
Establishment of Branches, etc.) ① The head office of the Company shall be
located in [ * ].
② Branches may be established by the Company by
resolutions of the Board of Directors, whenever necessary.
※ 1. The location of the head office may be
provided as "Seoul (or specify the name of the metropolitan city)" or
"(name of the city or county) in (name of the province)."
2. If the Company intends to establish and maintain
sub-branches, offices or overseas subsidiaries in addition to branches under
the Commercial Code, subsection 2 above may provide as follows:
Ex) Branches, sub-branches, offices and/or
subsidiaries may be established by the Company within or outside Korea, by
resolutions of the Board of Directors, whenever necessary.
Article 4 (Method of Giving Public Notice) Public
notice by the Company shall be made through [ * ](name of the newspaper), a
Korean language newspaper of general circulation published in [ * ](name of the
city).
CHAPTET II. SHARES
Article 5 (Total Number of Shares) The total number
of authorized shares shall be [ * ] shares.
Article 6 (Par Value) The par value of each share
to be issued by the Company shall be [ * ] Won.
Article 7 (Shares to be issued at the time of
Incorporation) The total number of shares to be issued by the Company at the
time of incorporation shall be [ * ] shares.
|
If the Company intends to issue common shares in
registered form only
|
Article 8 (Classes of Shares-1) The shares to be
issued by the Company shall be common shares in registered form.
|
If the Company intends to issue preferred shares
as well as common shares, both in registered form
|
Article 8 (Classes of Shares-2) The shares to be
issued by the Company shall be common shares and preferred shares, both in
registered form.
Article 8-2 (Number and Contents of Preferred
Shares) ① Preferred shares to be issued by the Company shall be non-voting and
the number of such shares to be issued shall be [ * ] shares.
② The rate of preferential dividends per annum
payable on preferred shares ("preferred dividend(s)") shall be within
the range of not less than [ * ]% of its par value, but not exceeding [ * ]%
thereof, as determined by the Board of Directors at the time of issuance
thereof. (Amended on October 10, 1996)
※ The minimum rate of preferred dividends, which is
to be prescribed by each listed company in its Articles of Incorporation, shall
be determined to the extent of guaranteeing a reasonable level of dividend
income to investors and also taking into account the said company’s optimal financial costs (including financing expenses and past
dividend policies and other capital market indices. (This note was modified on
February 10, 2000)
③ If the dividend rate declared on common shares
exceeds the preferred dividend rate, shareholders holding preferred shares
(hereinafter "preferred shareholder(s)") shall be entitled to the
amount of dividends in excess which shall be distributed on a pro rata basis to
all common and preferred shareholders. (Amended on October 10, 1996)
④ If, for any fiscal year, dividends have not been
paid on preferred shares at the dividend rate prescribed herein, such unpaid
dividends shall be preferentially paid on a cumulative basis at the time of
payment of dividends for the subsequent fiscal years. (Amended on October 10,
1996)
⑤ In the event that a resolution of not paying
preferred dividends prescribed herein has been passed at a meeting of
shareholders of the Company against the preferred dividends prescribed herein,
preferred shareholders shall be granted voting rights from the opening date of
the meeting of shareholders immediately following such meeting of shareholders
until the closing date of the meeting of shareholders at which a resolution is
passed in favor of payment of the preferred dividends. (Amended on October 10,
1996)
⑥ If the Company increases its capital by issuance
of common shares or bonus shares, the new shares to be assigned to preferred
shareholders shall be common shares in the case of issuance of common shares
and shall be the preferred shares of the same class in the case of a bonus
issue. (Amended on October 10, 1996)
⑦ The duration of preferred shares issued by the
Company shall be [*] years, starting from the date of issuance thereof, and
they shall be converted to common shares contemporaneously with expiration of
such duration; provided, however, that, if the preferred dividends have not
been paid by the Company as prescribed herein for the said period, the
aforementioned duration shall be postponed until such unpaid dividends have
been paid in full. In such a case, the provision of Article 10-4 hereof shall
apply, mutatis mutandis, with respect to payment of dividends on the shares
issued as a result of conversion hereunder. (Amended on October 10, 1996 and
February 21, 1997 respectively)
※ The duration of preferred shares shall be
determined by the company, at its own discretion, within the range of at least
3 years up to a maximum of 10 years from the date of issuance thereof.
Article 9 (Types of Share Certificates) Share certificates
shall be issued by the Company in eight denominations of one(1), five(5),
ten(10), fifty(50), one hundred(100), five hundred(500), one thousand(1,000)
and ten thousand(10,000) shares.
Article 10 (Preemptive Rights) ① Shareholders shall
have the preemptive rights to subscribe for the new shares that may be issued
by the Company, in proportion to their respective shareholdings. (The proviso
deleted on February 21, 1997)
② Notwithstanding the provision of subsection 1 above,
the new shares may be issued to any third person(s) other than the Company’s existing shareholders, if the Company: (Amended on February 4,
2003)
1. Offers new shares to the public or has an
underwriter subscribe for such public offering, to the extent that the number
of such new shares does not exceed [*]/100 of the total number of issued and
outstanding shares (or the aggregate par value thereof does not exceed [ * ]
Won); (Amended on February 4, 2003)
2. Issues new shares to increase its capital through
public offering by a resolution of the Board of Directors pursuant to Article
189-3 of the Securities and Exchange Act(hereinafter referred to as
"Act"), to the extent that the number of such new shares does not
exceed [ * ]/100 of the total number of issued and outstanding shares (or the
aggregate par value thereof does not exceed [ * ] Won); (Newly established on
February 21, 1997 and amended on February 4, 2003)
3. Issues new shares to members of the Employees
Share Ownership Association pursuant to Article 191-7 of the Act (Amended on
February 21, 2003)
4. Issues new shares as a result of the exercise of
stock options, pursuant to Article 189-4 of the Act (Newly established on
February 21, 1997 and amended on February 10, 2003)
5. Issues new shares in accordance with issuance of
depositary receipts (DR) pursuant to Article 192 of the Act, to the extent that
the number of such new shares does not exceed [ * ]/100 of the total number of
issued and outstanding shares (or the aggregate par value thereof does not
exceed [ * ] Won); (Newly established on February 21, 1997 and amended on
February 4, 2003) or
6. Issues new shares for the purpose of the foreign
investment made under the Foreign Investment Promotion Act, for the Company’s managerial reasons, to the extent that the number of such new
shares does not exceed [*]/100 of the total number of issued and outstanding
shares (or the aggregate par value thereof does not exceed [ * ] Won). (Amended
on February 23, 1999and amended on February 4, 2003 respectively)
※ When the Company intends to issue new shares to a
third party(s), the Company shall not only prescribe the purpose thereof, the
person(s) to whom such new shares are to be issued and the limitations
applicable thereto, if any, but also shall ensure that the necessity, adequacy
and fairness of issuing such new shares will be achieved at the time of
issuance thereof. (Amended on February 4, 2003)
Ex) 1. If the Company issues new shares to
financial institutions, domestic and overseas, for the purpose of raising
emergency funds; or
2. If the Company issues new shares to one of its
business partners in order to acquire a certain technology.
※ When a company intends to have its shares listed
on the Korea Exchange(hereinafter referred to as "KRX"), the company
shall newly establish the basis on which the preemptive rights of its existing
shareholders are to be excluded, for example, "in case the Company offers
new shares to the public or has an underwriter subscribe for such public
offering in order to have its shares listed on KRX, to the extent that the
number of such new shares does not exceed [ * ]/100 of the total number of
issued and outstanding shares (or the aggregate par value thereof does not
exceed [ * ] Won)". (Newly established on February 10, 2000 and amended on
February 4, 2003)
③ In the case of issuing new shares in the manner
described in subsection 2 paragraph 1, 2, 5 or 6 above, the class, number and
price thereof shall be determined by a resolution of the Board of Directors.
(Newly established on February 4, 2003)
※ The price of new shares shall be determined at
the time when a resolution with respect thereto is adopted by the Board of
Directors in accordance with the relevant provisions of applicable laws and
regulations (such as Article 84-5 of the Enforcement Decree of the Act, Article
57 of the Regulation on Securities Issuance and Disclosure).
④ If a shareholder(s) waives or forfeits his/her
preemptive rights to subscribe for new shares or any fractional shares are made
in the course of allotting new shares, the method of dealing with such new
shares or fractional shares shall be determined by a resolution of the Board of
Directors. (Newly established on February 21, 1997)
Article 10-2 (Deleted on February 4, 2003)
Article 10-3 (Stock option) ①The Company may grant
its officers and employees stock options pursuant to Article 89-4 of the Act by
a special resolution of a meeting of shareholders, to the extent of not
exceeding [ * ]/100 of the total number of issued and outstanding shares.
Notwithstanding the foregoing provision, such stock options may be granted by a
resolution of the Board of Directors, to the extent of not exceeding [*]/100 of
the total number of issued and outstanding shares. In such a case, those stock
options granted by a special resolution of a meeting of shareholders or a
resolution of the Board of Directors may be linked to the performance of the
Company measured by targeted managerial results or capital market indices.
(Amended on March 2, 2001; This proviso was newly established on February 4, 2003)
※ Stock options may be granted by a special
resolution of a meeting of shareholders, up to 15/100 of the total number of
issued and outstanding shares(pursuant to Article 84-5(5) of the Enforcement
Decree of the Act) and by a resolution of the Board of Directors, up to the
following extent (pursuant to Article 84-5(6) of the Enforcement Decree of the
Act); (i) 1/100 of the total number of issued and outstanding shares, in the
case of a company with its capital (in this note, the term "capital"
means the capital stock at the end of the most recent fiscal year of the said
company) of 300 billion Won or more; (ii) 3/100 of the total number of issued
and outstanding shares or 600,000 shares (with a par value of 5,000 Won per
share), whichever is lesser, in the case of a company with its capital of 100
billion Won or more but less than 300 billion Won; or (iii) 3/100 of the total
number of issued and outstanding shares, in the case of a company with its
capital of less than 100 billion Won. (Amended on March 2, 2001 and February 4,
2003 respectively)
※ If a venture company becomes a listed company,
the limit of stock options in case of listed companies shall apply; provided,
however, that the stock options already granted by the company, if any, are
exercisable within the period originally prescribed at the time of grant
thereof (Article 11-3(6), the Enforcement Decree of the Act on Special Measures
for the Promotion of Venture Businesses and Article 36-10 of the Enforcement
Ordinance of the Act). (This Note was newly established on March 2, 2001)
② Those eligible for a stock option shall be the
Company’s officers or employees who contribute or are capable of
contributing to the Company’s incorporation or
management, overseas operation or technological innovation, etc., and officers
or employees of any of the Company’s affiliated
companies defined in Article 84-6(1) of the Enforcement Ordinance of the Act,
but excluding: (Amended on February 10, 2000 and February 4, 2003 respectively)
1. The Company’s largest shareholder (hereinafter, having the meaning defined in
Article 54-5(4).2 of the Act) and the said shareholder’s
related person(s) (hereinafter, having the meaning defined in Article 10-3(2)
of the Enforcement Ordinance of the Act), except a person who comes to fall in
the category of such a related person by taking office as the Company’s officer (including an officer of the Company’s affiliated company defined in Article 84-6(1) of the Enforcement
Ordinance of the Act), including a non-standing officer of any of the Company’s affiliated companies. (Amended on February 10, 2000 and January
30, 2003 respectively)
2. The Company’s principal shareholder(s) (hereinafter, having the meaning defined
in Article 188 of the Act ) and the said shareholder’s
related person(s), except a person who comes to fall in the category of such a
related person by taking office as the Company’s
officer (including an officer of the Company’s
affiliated company defined in Article 84-6(1) of the Enforcement Ordinance of
the Act), including a non-standing officer of any of the Company’s affiliated companies, or (Amended on February 10, 2000 and
February 4, 2003 respectively)
3. A person who becomes a principal shareholder of
the Company as a result of exercising his/her stock options
※ The "affiliated company defined in Article
84-6(1) of the Enforcement Ordinance of the Act" in paragraph 2 above
means: (i) a foreign corporation ("Foreign Corporation A") to which
the Company, as the largest investor, has invested 30/100 or more of the
capital, (ii) a foreign corporation ("Foreign Corporation B") to
which Foreign Corporation A in sub-paragraph (i) above, as the largest
investor, has invested 30/100 or more of the capital and a foreign corporation
to which Foreign Corporation B, as the largest investor, has invested 30/100 or
more of the capital; (iii) a foreign research institution, conducting R&D
activities for the purpose of the Company’s technological innovation, to which the Company, as the largest
investor, has invested 30/100 of the capital or total shareholder's equity, iv)
if the Company is a financial holding company, the Company’s subsidiaries that is not listed either by the KRX. To avoid any
doubts, the corporation referred to in sub-paragraphs (i) or (ii) above shall
be limited to a corporation engaging in the production or sales activities
which may affect the export performance of the corporation granting such stock
options. (Newly established on February 4, 2003)
③ The shares to be delivered as a result of the
exercise of stock options hereunder (or, if the difference between the share
price at which such stock options are exercised and the market value of
relevant share is paid in cash or treasury share, the share on the basis of
which such difference is calculated) shall be common shares (or preferred
shares) in registered form. (Amended on February 10, 2000)
④ The number of officers and employees who are
eligible for stock options hereunder shall not exceed [*]/100 of the total
number of officers and employees then in office in the Company or being
employed by the Company and the number of shares covered by a stock option that
may be granted to an officer or employee of the Company shall not exceed 10/100
of the total number of issued and outstanding shares. (Amended on February 10,
2002)
※ Special provisions for taxation; a corporation
granting its employees stock options shall be allowed a deduction for such
stock options, except where all of the employees are eligible, and the number
of shares covered by a stock option that may be granted to an employee of the Company
shall not exceed [ * ]/100of the total number of issued and outstanding
shares.(Amended on March 2, 2001)
⑤ The per-share price at which stock options are
exercised ("stock option exercising price’) shall not be lower than either of the following prices and this
provision shall also apply to where the relevant stock option exercising price
is adjusted subsequently after the grant of stock options
1. If new shares are to be issued and delivered,
the higher of the following prices:
(1) the market value of relevant shares evaluated,
as of the date of such stock options granted, in accordance with the provisions
of Article 84-9(2)1 of the Enforcement Decree of the Act mutatis mutandis or
(2) Face value of relevant shares.
2. Otherwise, the market value of relevant shares
evaluated pursuant to paragraph 1 subparagraph (1) above.
(This subsection was amended on February 10, 2000)
※ The Commercial Code provides that the stock
option exercising price and its adjustment shall be made by a special
resolution of a meeting of shareholders (Article 340-3(2).3), while the
Enforcement Ordinance of the Act provides that the aforementioned matters shall
be set forth in the relevant stock option agreement (Article 36-9(1)). (Amended
on February 10, 2000)
⑥ A stock option granted hereunder may be exercised
within [ * ]([ * ]) year(s) from the date after [ * ] ([ * ]) years have
elapsed from the date when the resolution mentioned in subsection 1 above is
adopted. (Amended on March 2, 2001)
※ A stock option granted hereunder shall be
exercisable only if the grantee thereof has been in office in the Company or
employed by the Company at least for two (2) years from the date of such
resolution (Article 189-4(4) of the Act). Special provisions for taxation shall
apply, only if such a stock option is exercised from the date after at least
two (2) years have elapsed from the date of grant thereof(refer to Article
15(2)4 of the Restriction of Tax Reduction and Exemption Act). (This Note was
amended on February 2, 2004)
※ When it is provided that the stock option
exercise period will expire on the date of resignation of the officer or
employee concerned and if such an officer or employee has resigned due to a
reason not attributable to him/her, the said officer or employee shall be
granted an additional period of not less than three (3) months from the date of
his/her resignation. (Article 36-9(3) of the Enforcement Ordinance of the Act)
⑦ A person who is granted a stock option is
entitled to exercise the stock option only if he/she has been in office in the
Company or employed by the Company at least for two (2) years from the date of
the resolution mentioned in subsection 1 above; provided, however, that, if the
said grantee dies or resigns from the Company within two (2) years from the
date of the resolution mentioned in subsection 1 above due to the age limit or
any other reason not attributable to him/her, such stock option may be exercised
within the period originally set for exercising the same. (Newly established on
February 10, 2000)
⑧ The provision of Article 10-4 hereof shall apply,
mutatis mutandis, with respect to payment of dividends on the shares issued as
a result of the exercise of stock options hereunder. (Newly established on
February 10, 2000)
⑨ The grant of a stock option may be cancelled by a
resolution of the Board of Directors, if: (Amended on February 10, 2000)
1. After the grant of such a stock option, the
grantee thereof has resigned voluntarily from the Company; (Amended on March 2,
2001)
2. The grantee has caused material damages to the
Company by willful acts or negligence (Amended on March 2, 2001)
3. The Company is unable to respond to the exercise
of such a stock option, due to the Company’s bankruptcy, dissolution or otherwise; or (Newly established on
March 2, 2001)
4. There has occurred any event constituting a
cause of cancellation thereof as provided in relevant stock option agreement.
(Amended on February 10, 2000)
(The following Article was newly established)
Article 10-4 (Commencement Date for Dividends on
New Shares) With regard to payment of dividends on the new shares issued by the
Company as a result of issuance of new shares or bonus shares, or stock
dividends, such new shares shall be deemed to have been issued at the end of
the fiscal year immediately preceding the fiscal year to which the time of
issuance thereof belongs. (Newly established on January 17, 1996)
|
If a transfer agent is appointed by the Company
|
Article 11 (Transfer Agent①) ① The Company shall
appoint a transfer agent (hereinafter referred to as "Transfer
Agent") in relation to the transfer of its shares.
② The Transfer Agent, its office and the scope of
services to be provided by the Transfer Agent on behalf of the Company shall be
determined by a resolution of the Board of Director and shall be notified
publicly by the Company.
③ The Company shall have the list of shareholders
or a copy thereof kept and maintained at the office of the Transfer Agent and
shall cause the Transfer Agent deal with the transfer of shares, registration
or cancellation of pledges created on shares, registration or cancellation of the
property in trust, issuance of share certificates, acceptance of reports and
other share-related matters.
④ The procedure of dealing with such matters as
mentioned in subsection 3 above shall be subject to the regulation concerning
the securities transfer agency by Transfer Agent, etc. (Amended on January 17,
1996)
Article 12 (Report of Addresses, Names and Seals or
Specimen Signatures, etc.①) ① Shareholders and pledge registrants shall report
to the Transfer Agent their names, addresses, seals or specimen signatures,
etc. (Amended on January 17, 1996)
② Each of the shareholders and pledge registrants
residing abroad shall designate and report to the Transfer Agent his/her
provisional address to which and his/her agent to whom notices may be given by
the Company within the Republic of Korea.
③ Any change of the information mentioned in
subsections 1 and 2 above shall also be reported to the Transfer Agent
accordingly.
|
If no transfer agent is appointed by the Company
|
Article 11 (Transfer of Shares, etc.②) The
procedure of dealing with the transfer of shares, registration or cancellation
of pledges created on shares, indication or cancellation of the property in
trust, issuance of share certificates, acceptance of reports and other
share-related matters shall be subject to the rules of dealing with
share-related matters which will be established by a resolution of the Board of
Directors.
Article 12 (Report of Addresses, Names and Seals or
Specimen Signatures, etc②.) ①Shareholders and pledge registrants shall report
to the Company their names, addresses, seals or specimen signatures, etc.
(Amended on January 17, 1996)
② Each of the shareholders and pledge registrants
residing abroad shall designate and report to the Company his/her provisional
address to which and his/her agent to whom notices may be given by the Company
within the Republic of Korea.
③ Any change of the information mentioned in
subsections 1 and 2 above shall also be reported to the Company accordingly.
Article 13 (Suspension of Altering Entry in the
list of shareholders and Record Date) ① The Company shall suspend entry of
alterations in the list of shareholders with respect to shareholders’ rights from January 1 through January 31 of each year.
② The Company shall deem those shareholders whose
names appear in the list of shareholders on December 31 of each year to be the
shareholders who are entitled to exercise their rights as shareholders at the
annual meeting of shareholders to be convened in respect of the said period for
the settlement of accounts.
③ The Company may suspend entry of alterations in
the list of shareholders with respect to shareholders’ rights for a given period not exceeding three months, if necessary
for convening a special meeting of shareholders or otherwise, or the Company
may deem those shareholders whose names appear in the list of shareholders on
the day specified by a resolution of the Board of Directors to be the
shareholders who are entitled to exercise the rights as shareholders in
relation to the aforementioned purposes. In such a case, the Board of Directors
may designate such a record date, together with suspension of altering entry in
the list of shareholders, if the Board of Directors deems it necessary. The
Company shall give at least two weeks’ prior public
notice of such suspension of entry and such a record date.
※ If the Company intends to designate the record
date only, without suspending entry of alterations in the list of shareholders,
the provisions of Article 13 hereof can be made as follows:
Ex) Article 13 (Record Date) ① The Company shall
deem those shareholders whose names appear in the list of shareholders on
December 31 of each year to be those shareholders who are entitled to exercise
their rights as shareholders at the annual meeting of shareholders to be
convened in respect of the said period for the settlement of accounts.
② If necessary for convening a special meeting of
shareholders or otherwise, the Company shall deem the shareholders whose names
appear in the list of shareholders on the day specified by a resolution of the
Board of Directors to be the shareholders who are entitled to exercise the
rights as shareholders for the aforementioned purposes. The Company shall give
at least two weeks’ prior public notice of such
suspension of entry and such record date.
※ If the Company intends to suspend entry of
alterations in the list of shareholders until the close of the annual meeting
of shareholders, the provisions of Article 13 can be made as follows:
Ex) Article 13 (Suspension of Altering Entry in the
list of shareholders and Record Date) ① The Company shall suspend entry of
alterations in the list of shareholders with respect to shareholders’ rights from January 1 of each year until the close of the annual
meeting of shareholders to be convened in respect of the immediately preceding
period for the settlement of accounts.
② The Company shall deem those shareholders whose
names appear in the list of shareholders on December 31 of each year to be the
shareholders who are entitled to exercise their rights as shareholders at the
annual meeting of shareholders to be convened in respect of the said period for
the settlement of accounts.
③ The Company may suspend entry of alterations in
the list of shareholders with respect to shareholders’ rights for a given period not exceeding three months, if necessary
for a special meeting of shareholders or otherwise, or the Company may deem
those shareholders whose names appear in the list of shareholders on the day
specified by a resolution of the Board of Directors to be the shareholders who
are entitled to exercise the rights as shareholders for the aforementioned
purposes. In such a case, the Board of Directors may designate such a record
date, together with suspension of altering entry in the list of shareholders,
if the Board of Directors deems it necessary. The Company shall give at least
two weeks’ prior public notice of such suspension of
entry and such a record date.
CHAPTER III. BONDS
Article 14 (Issuance of Convertible Bonds) ① The
Company may issue convertible bonds to any person(s) other than the Company’s shareholders by a resolution of the Board of Directors to the
extent that their aggregate par value does not exceed [ * ] Won, if such
convertible bonds are issued: (Amended on February 10, 2000)
1. through public offering;
2. for the purpose of the foreign investment made
under the Foreign Investment Promotion Act, for the Company’s managerial reasons
3.
4.
5.
※ The aforementioned provision of paragraph 2 of
this subsection is given as an example of allotting such bonds to a third
person(3). In case where the Company intends to issue convertible bonds by
allotting them to a third person(s), the purpose of issuing such bonds and the
person(s) to whom such bonds are to be issued must be specified, in addition,
as illustrated below: (This note was newly established on February 10, 2000)
Ex) 1. If the Company issues convertible bonds to
one of its business partners in order to acquire a certain technology;
2. If the Company issues convertible bonds to
financial institutions, domestic and overseas, for the purpose of raising
emergency funds; or
3. If the Company issues convertible bonds abroad
pursuant to Article 192 of the Act.
② As for the convertible bonds referred to in
subsection 1above, the Board of Director may also issue such bonds on condition
that only a part thereof be granted the right to convert to capital shares.
③ The shares to be issued as a result of conversion
of such bonds shall be [ ** ] shares and the applicable conversion price shall
be equal to or higher than the par value per share of such new shares, as
determined by the Board of Directors at the time of issuance of such bonds.
※ If the Company intends to issue different classes
of share (common shares and preferred shares) upon request for conversion of
such bonds, the following provisions may also be adopted: (This note was newly
established on February 10, 2000)
Ex) Shares to be issued as a result of conversion
of such bonds shall be common shares with respect to the portion equivalent to
[ * ] Won among the aggregate par value of the corresponding bonds and shall be
preferred shares with respect to the portion equivalent to the balance, [ * ]
Won, and the applicable conversion price shall be equal to or higher than the
par value per share of such new shares, as determined by the Board of Directors
at the time of issuance of such bonds.
④ The period in which holders of convertible bonds
are entitled to make a request for conversion hereunder shall begin on the day
after [ * ] months (or [ * ] days) have elapsed from the date of issuance
thereof and end on the day immediately preceding the maturity date thereof provided,
however, that the period for requesting conversion may be adjusted by a
resolution of the Board of Directors within the aforementioned period.
⑤ As for payment of dividends on the new shares to
be issued as a result of conversion hereunder and the payment of interest on
such convertible bonds, the provisions of Article 10-4 hereof shall apply,
mutatis mutandis. (Amended on January 17, 1996)
※ If, in the case of a fall in their market price,
the Company can adjust the conversion price of convertible bonds to less than
70/100 of their original conversion price prevailing at the time of issuance
thereof, the Company must include an additional provision in the Articles of
Incorporation, as follows: (refer to Article 61-2 of the Regulation on
Securities Issuance and Disclosure)
1) If such adjustment is to be allowed merely by
including a provision in the Articles of Incorporation:
Ex) If the Company issues convertible bonds, in
proportion to the respective shareholdings of its shareholders, to the extent that
their aggregate par value does not exceed [ * ] hundred million Won or issues
such convertible bonds due to a cause under paragraph [ * ] of subsection [ * ]
above, the Board of Directors may set the minimum conversion price (as adjusted
as a result of a fall in the market price of such convertible bonds) to [ * ]
Won.
2) If the Articles of Incorporation provide that
such adjustment shall be allowed by a special resolution of a meeting of
shareholders:
Ex) By a special resolution of a meeting of shareholders,
the Company may adjust the minimum conversion price (as adjusted as a result of
a fall in the market price of such convertible bonds) to less than 70/100 of
their original conversion price prevailing at the time of issuance thereof.
Article 15 (Issuance of Bonds with Warrant) ① The
Company may issue bonds with warrant to any person(s) other than the Company’s shareholders by a resolution of the Board of Directors to the
extent that their aggregate par value does not exceed [ * ] Won, if such bonds
with warrant are issued: (Amended on February 10, 2000)
1. through public offering;
2. for the purpose of the foreign investment made
under the Foreign Investment Promotion Act, for the Company’s managerial reasons
3.
4.
5.
※ The aforementioned provision of paragraph 2 of
this subsection is given as an example of issuing such bonds to a third person.
In case where the Company intends to issue bonds with warrant by issuing them
to a third person(s), the purpose of issuing such bonds and the person(s) to whom
such bonds are to be issued must be specified, in addition, as illustrated
below: (This note was newly established on February 10, 2000)
Ex) 1. If the Company issues convertible bonds to
one of its business partners in order to acquire a certain technology;
2. If the Company issues bonds with warrant to
financial institutions, domestic and overseas, for the purpose of raising
emergency funds; or
3.If the Company issues bonds with warrant abroad
pursuant to Article 192 of the Act.
② The amount within which a holder of such bonds
with warrant is entitled to request issuance of new shares shall be determined
by the Board of Director, to the extent of not exceeding the aggregate face
value of such bonds.
③ The shares to be issued as a result of the
exercise of such warrant hereunder shall be [ ** ] shares and the applicable
price thereof shall be equal to or higher than the par value per share of such
new shares, as determined by the Board of Directors at the time of issuance
thereof.
④ The period in which holders of bonds with warrant
are entitled to exercise such warrant hereunder shall begin on the day after [
* ] months (or [ * ] days) have elapsed from the date of issuance thereof and
end on the day immediately preceding the maturity date thereof provided,
however, that such a period for exercising warrant may be adjusted by a
resolution of the Board of Directors within the aforementioned period.
⑤ As for payment of dividends on the new shares to
be issued as a result of the exercise of such warrant hereunder, the provisions
of Article 10-4 hereof shall apply mutatis mutandis. (Amended on January 17,
1996)
※ If, in the case of a fall in their market price,
the Company can adjust the warrant exercising price ("exercise
price") to less than 70/100 of their original exercise price prevailing at
the time of issuance thereof, the Company must include an additional provision
in the Articles of Incorporation, as follows: (refer to Article 63 of the Regulation
on Securities Issuance and Disclosure)
1) If such adjustment is to be allowed merely by
including a provision in the Articles of Incorporation:
Ex) If the Company issues bonds with warrant, in
proportion to the respective shareholdings of its shareholders, to the extent
that their aggregate face value does not exceed [ * ] hundred million Won or
issues such bonds with warrant due to a cause under paragraph [ * ] of
subsection [ * ] above, the Board of Directors may set the minimum exercise
price (as adjusted as a result of a fall in the market price of such bonds with
warrant) to [ * ] Won.
2) If the Articles of Incorporation provides that
such adjustment shall be allowed by a special resolution of a meeting of
shareholders:
Ex) By a special resolution of a meeting of
shareholders, the Company may set the minimum exercise price (as adjusted as a
result of a fall in the market price of such bonds with warrant) to less than
70/100 of their original exercise price prevailing at the time of issuance
thereof. (This note was newly established on February 4, 2003 and amended on
February 2, 2004)
Article 16 (Application of Provisions concerning
Issuance of Bonds) The provisions of Articles 11 and 12 hereof shall apply
mutatis mutandis to the issuance of bonds. (Amended on January 17, 1996)
CHAPTER IV. MEETING OF SHAREHOLDERS
Article 17(Time to Convene Meeting of Shareholders)
① The Company’s meetings of shareholders shall
consist of annual meetings and special meetings.
② The annual meeting shall be held within three (3)
months after the end of each fiscal year and special meeting may be held at any
time whenever necessary.
Article 18 (Person Authorized to Convene Meeting of
Shareholders) ① Unless otherwise provided in relevant laws and regulations, the
meeting of shareholders shall be convened by the representative director
(president) of the Company with a resolution of Board of Directors.
② If representative director (president) is absent
or unable to execute his/her duties, the provisions of Article 34-2 hereof shall
apply mutatis mutandis.
Article 19 (Personal and Public Notice of Convening
a Meeting of Shareholders) ① In convening a meeting of shareholders, the
Company shall give notice in writing to each shareholder of the date, time and
place of the meeting and the list of agenda to be dealt with at the meeting, at
least two (2) weeks prior to the date set for such a meeting. (Amended on
February 4, 2003)
② For shareholders holding one percent (1%) or less
of the total number of issued and outstanding shares with voting rights, the
Company may insert twice or more in [ * ] Newspaper and [ * ] Newspaper
currently being issued in Seoul a public notice of its intention to convene
such a meeting and the list of agenda to be dealt with at the meeting, in lieu
of giving such notice mentioned in subsection 1 above. (Amended on February 4,
2003)
③ (Deleted on March 2, 2001)
※ In giving notice or public notice of convening a
meeting of shareholders, the Company shall give notice or public notice of or
maintain a description of the activities performed by outside directors and the
matters concerning their remuneration, a description of transactions with the
largest shareholder, etc. and other reference information on the operations of
the Company and, if appointment of directors is included among the agenda for
such a meeting, the Company shall give notice or public notice of the information
on the candidates, including their names. (Refer to Article 191-10(2) and (3)
of the Act) (This note was newly established on March 2, 2001)
Article 20 (Place of Convening a Meeting of
Shareholders) The meeting of shareholders shall be held in the place where the
head office of the Company is located and may also be held in any other place
adjacent to it, whenever circumstances require.
※ When a company has its head office located in the
provincial area and if it intends to hold a meeting of shareholders in a
specific city, the company may add such a place to the provision of Article 20,
as follows:
Ex) The meeting of shareholders may be held in the
place where the head office of the Company is located or any other place
adjacent to it. In addition, such meeting may also be held in [ * ] City.
Article 21 (Chairman) ① The Company’s representative director (president) shall preside at all of the
meetings of shareholders as chairman.
② If representative director (president) is absent
or unable to serve as presiding officer, the provision of Article 34-2 hereof
shall apply mutatis mutandis.
Article 22 (Chairman’s Authority to Maintain Order) ① The chairman of a meeting of
shareholders may stop a person who significantly disturbs order in such a meeting
(including with speech or behavior to interfere with the proceedings of the
meeting intentionally) from speaking or may order such a person out of the
meeting. (Amended on February 10, 2000)
② The chairman of a meeting of shareholders may
limit the duration and/or the number of times of speech by each shareholder,
whenever the chairman deems it necessary for smooth proceedings of the meeting.
Article 23 (Shareholders’ Voting Rights) Each shareholder shall have one (1) vote for each
share he/she owns.
Article 24(Limitation on the Voting Rights of
Cross-held Shares) If the Company, its parent company and subsidiary(s), or a
subsidiary(s) of the Company owns more than ten percent (10%) shares of a third
company, then the shares of the Company held by that third company shall have
no voting rights.
Article 25 (Split Exercise of Voting Rights) ① If a
shareholder having more than two (2) votes wishes to split his/her votes at a
meeting of shareholders, the said shareholder shall give the Company notice in writing
of his/her intention to do so and the reason therefor at least three (3) days
prior to the date set for such a meeting.
② The Company may refuse to allow a shareholder to
split his/her votes, except for the case where the said shareholder has shares
in trust or hold shares on behalf of a third party.
Article 26 (Exercise of Votes by Proxy) ① Each
shareholder may exercise his/her vote by proxy.
② In such a case, the proxy shall present to the
Company an appropriate document (a power of attorney) evidencing his/her power
of representation prior to opening of that meeting.
Article 27 (Method of Adopting Resolutions at
Meeting of Shareholders) Unless otherwise provided in the relevant laws and
regulations, all resolutions of a meeting of shareholders shall be passed by
the affirmative votes of a majority of the shares represented by the
shareholders present at the meeting of shareholders, which shall not be less
than a quarter of the total number of issued and outstanding shares of the
Company. (Amended on January 17, 1996)
|
If the Company adopts the voting by mail.
|
※ In order to introduce the system of voting by
mail pursuant to Article 368-3 of the Commercial Code, the provisions as in
Article 27-2 below shall be included in the Articles of Incorporation:
Article 27-2 (Voting by Mail) ① Shareholders may
exercise their voting rights by mail in lieu of attending the meeting of
shareholders.
② The Company shall enclose with the notice of
convening of the meeting of shareholders the form(s) and other reference
information necessary for shareholders to exercise their voting rights.
③ A shareholder who wishes to exercise his/her
voting rights by mail shall fill in the form(s) referred to in subsection 2
above, as required, and shall submit the said form(s) to the Company no later
than the day immediately preceding the opening date of that meeting. (This
Article was newly established on February 10, 2002)
|
If the Company does not adopt the voting by mail
|
※ If the Company does not adopt the system of
voting by mail, such provisions as in Article 27-2 are not required.
Article 28(Minutes of Meeting of Shareholders) The
proceedings and results of a meeting of shareholders shall be recorded in
minutes, which shall be kept in the head office and branches of the Company
after chairman and all directors present at the meeting have signed and sealed
the same or affixed their signatures thereto. (Amended on January 17, 1996)
Chapter V. Directors and Board of Directors
Article 29(Number of Directors) The Company shall
have not less than three (3) directors, but not more than [*] ([*]) directors,
and the number of outside directors shall be more than a quarter of the total
number of directors. (Amended on February 10, 2000)
※ A listed company, the size of the total assets of
which is 2,000 billion Won or more as at the end of its most recent fiscal
year, should have 3 or more directors and should ensure that a majority of the
total number of directors in office will be elected as outside directors (this
requirement should be satisfied by the opening date of the first annual meeting
of shareholders to be convened after July 1, 2004). (This note was newly
established on February 10, 2000; the proviso was deleted on March 2, 2001;
further amended on February 2, 2004).
Article 30 (Election of Directors) ① Directors
shall be elected by a meeting of shareholders. (Amended on February 10, 2000)
② A resolution for electing directors shall be
passed by the affirmative votes of a majority of the shares represented by the
shareholders present at the meeting of shareholders, which shall not be less
than a quarter of the total number of issued and outstanding shares. (Amended
on January 17, 1996 and February 10, 2000 respectively)
|
If the Company adopts a cumulative vote
|
※ If the Articles of Incorporation of the Company
does not include any provision concerning exclusion of a cumulative vote, then
a cumulative vote under Article 382-2 apply automatically.
|
If the Company does not adopt a cumulative vote
|
③ In case two (2) directors or more are elected at
a meeting of shareholders, the cumulative vote stipulated in Article 382-2 of
the Commercial Code shall not apply. (Newly established on February 23, 1999
and amended on February 10, 2000)
|
If a committee for recommending candidates for
outside directors is established
|
Article 30-2 (Recommendation of Candidates for
Outside Directors) ① The committee for recommending candidates for outside
directors ("Committee for Recommending Candidates for Outside
Directors") shall recommend candidates for outside director among those
persons having such qualifications as set forth in the Act and other relevant
laws and regulations.
② The details concerning recommendation of
candidates for outside directors and screening of their qualifications shall be
determined by the Committee for Recommending Candidates for Outside Directors.
(This Article was newly established on February 4, 2003)
※ While a company, the size of the total assets of
which is 2,000 billion Won or more, is required to establish a committee to
recommend candidates for outside directors pursuant to Articles 191-16(3) and
54-5(2) of the Act, other companies may also establish and operate such a
committee voluntarily. If a Committee for Recommending Candidates for Outside
Directors has been established by a company, then the company may include in
its articles of incorporation an additional provision concerning the grounds for
recommending candidates for outside directors, as in Article 30-2 hereof.
※ In the case of establishing a Committee for
Recommending Candidates for Outside Directors, the grounds for establishing the
committee should be provided in Article 39-2 (Committees) hereof.
Article 31 (Term of Office) The term of office of
directors shall be three (3) years; provided, however, that such term of office
shall be extended until the close of the annual meeting of shareholders
convened in respect of the last period for the settlement of accounts comprised
in their term of office if their term of office expires after the end of the
said last period for the settlement of accounts but before the close of the
said meeting of shareholders. (Amended on February 10, 2000)
Article 32 (Election to Fill a Vacancy) ① If there
is a vacancy in the number of directors, a director shall be elected at a
meeting of shareholders to fill such a vacancy; provided, however, that the
foregoing provision shall not apply if the number of the existing directors in
office is not less than the number of directors provided in Article 29 hereof
and no hindrance is caused to carrying on the Company’s business thereby. (Amended on March 2, 2001)
② If, as a result of resignation or death of an
outside director, there is a vacancy in the number of directors as provided in
Article 29 hereof, the requirements concerning such a vacancy shall be met at
the first meeting of shareholders convened after such a cause of vacancy has
occurred. (Newly established on March 2, 2001)
Article 33 (Appointment of Representative Director,
etc.) The Company may appoint [ * ] representative director(s) and a few
executive vice presidents, senior executive directors and executive directors,
by resolutions of the Board of Directors.
Article 34 (Duties of Directors) ① Representative
director (president) shall represent the Company and direct the Company’s overall business.
② Executive vice presidents, senior executive
directors, executive directors and directors shall assist representative
director(president) and take charge of the Company’s business as determined by the Board of Directors and, if
representative director(president) is absent or unable to execute his/her
duties, shall act as representative director in accordance with the order set
forth above.
Article 34-2 (Executive Officers) ① The Company may
appoint executive officers by a resolution of the Board of Directors.
② Executive officers shall assist representative
director (president) and take charge of the Company’s business as determined by the Board of Directors.
③ The number, term of office, duties, remuneration
and appointment of executive officers shall be determined by the Board of
Directors.
※ An executive officer means a "person who is
not a director duly registered in the commercial register, but executes the
company’s business, according as senior executive directors or executive
directors do."
Ex) vice president, senior executive, executive,
vice executive
(This Article was newly established on February 4,
2003)
Article 34-3 (Directors’ Obligations to Report) ① A director shall report the status of
executing his/her duties to the Board of Directors at least once every three
(3) months. (Newly established on February 4, 2003)
② If a director finds anything that is likely to
cause material damages to the Company, he/she shall immediately report the same
to auditor(s). (Amended on February 4, 2003)
※ When a company has established an audit
committee, the provision of subsection 2 above should be made to ensure that
such a report will be directed to "the Audit Committee" rather than
auditor(s). (Amended on February 4, 2003)
Article 35 (Deleted on February 10, 2000)
Article 36 (Deleted on February 10, 2000)
Article 37 (Composition of Board of Directors and
Convening of Meetings) ① The Board of Directors shall be composed of directors
and make major decisions on the Company’s business.
② Representative director (president) or other
director separately appointed by the Board of Directors for this purpose, if
any, shall convene all meetings of the Board of Directors by giving notice
thereof to each director and auditor [ * ] days prior to the date set for each
of such meetings; provided, however, that, if all directors and
auditor(s)unanimously consent to holding a meeting of the Board of Directors,
the procedure of convening a meeting may be omitted.
※ If an audit committee has been established, the
word "auditor(s)" should be deleted. (Newly established on March 2,
2001)
③ The chairman of the Board of Directors shall be
the person who has the authority to convene such meetings pursuant to
subsection 2 above. (Newly established on February 10, 2001)
Article 38 (Method of Adopting Resolutions) ① A
quorum for holding a meeting of the Board of Directors shall be a majority of
all directors in office and all resolutions of the Board of Directors shall be
adopted by the affirmative votes of a majority of directors present at the
meeting.
② The Board of Directors may allow all directors or
a part thereof to participate in resolutions of the Board of Directors through
the means of communication transmitting and receiving moving pictures and
voices simultaneously, in lieu of attending such a meeting in person. In such a
case, such director(s) shall be deemed to have attended such a meeting in
person.(Amended on February 10, 2002)
③ No directors having a specific interest in any
resolution of the Board of Directors shall be allowed to exercise their vote
upon such a resolution.
Article 39 (Minutes of Meeting of the Board of
Directors) ① The Board of Directors shall record the proceedings of every
meeting of the Board of Directors.
② The minutes shall include the agenda, procedure
and results of the proceedings of the meeting, names of the directors against
each resolution and the reason for their objection thereto and all directors
and auditor(s) present at the meeting shall sign and seal the same or affix
their signatures thereto. (Amended on January 17, 1996 and February 10, 2002
respectively)
※ If an audit committee has been established, the
word "auditor(s)" should be deleted. (Newly established on March 2,
2001)
Article 39-2 (Committees) ① The Company shall
establish committees in the Board of Directors, as described below:
1. [ * ] Committee
2.
3.
4.
※ A company, the size of the total assets of which
is 2,000 billion Won or more, is required to necessarily establish a committee
for recommending candidates for outside directors and an audit committee,
pursuant to Articles 191-16(3) (54-5(2)) and 191-17 of the Act. Each committee
may be called as follows:
Ex) 1. Executive Committee
2. Compensation Committee
3. Committee for Recommending Candidates for
Outside Directors
4. Audit Committee
※ If a committee for recommending candidates for
outside directors has been established by a company, then the said company may
include in its articles of incorporation an additional provision concerning the
grounds for recommending candidates for outside directors, as in Article 30-2
hereof. (This note was newly established on February 4, 2003)
② The details concerning the composition, power and
operation of each of such committees shall be determined by resolutions of the
Board of Directors.
③ Provisions of Articles 37, 38 and 39 hereof shall
apply mutatis mutandis to such committees. (This Article was newly established
on February 10, 2000)
Article 40 (Directors’ Remuneration and Retirement Allowances) ① Directors’ remuneration shall be determined by a resolution of a meeting of
shareholders. (Amended on February 10, 2000)
② Retirement allowances for directors shall be paid
in accordance with the Company’s regulation concerning
retirement allowances for officers which shall have been duly approved by a
resolution of a meeting of shareholders. (Amended on February 10, 2000)
Article 41 (Consultants and Advisors) The Company
may appoint a few consultants and advisors by a resolution of the Board of
Directors.
|
If the Company have an auditor(s)
|
CHAPTER VI. AUDITOR(S)
Article 41-2 (Number of Auditor(s) and Election) ① The
Company shall have not less than one (1) auditor, but not exceeding [*]
auditor(s), among whom not less than one (1) auditor shall be elected as
full-timer.
② Auditor(s) shall be elected in a meeting of
shareholders and resolutions for electing auditor(s) shall be presented to and
adopted by a meeting of shareholders, separately from those for electing
directors.
③ Resolutions for electing auditor(s) shall be
adopted by the affirmative votes of a majority of the shares represented by the
shareholders present at the meeting of shareholders, which shall not be less
than a quarter of the total number of issued and outstanding shares. However,
if the number of the shares held by any shareholder exceeds 3/100 of the total
number of issued and outstanding shares with voting rights, the said
shareholder may not exercise his/her voting rights in electing auditor(s) with
respect to the shares in excess of such 3/100; provided, however, that, in
calculating the number of shares held by a shareholder, the number of shares
owned by the largest shareholder and his/her related person(s), those who
possess shares for account of the largest shareholder or his/her related
person(s) and those to whom the largest shareholder or his/her related
person(s) have delegated their voting rights shall be added up together. (This
Article was newly established on February 10,2000)
Article 41-3(Term of Office of Auditor(s)) The term
of office of auditor(s) shall be until the close of the annual meeting of
shareholders convened in respect of the last period for the settlement of
accounts comprised in his/her term of office, within three (3) years after
his/her inauguration as auditor.
Article 41-4 (Election to Fill a Vacancy) If there
is a vacancy in the number of auditor(s), an auditor shall be elected at a
meeting of shareholders to fill such a vacancy; provided, however, that the
foregoing provision shall not apply if the number of the existing auditor(s) in
office is not less than the number of auditor(s) provided in Article [ * ] hereof
and no hindrance is caused to carrying on the Company’s business thereby. (Amended on February 10,2000)
Article 41-5 (Auditor(s)’ Duties and Obligations) ① Auditor(s) shall audit the Company’s accounting and general operations.
② Auditor(s) may attend the meeting of the Board of
Directors to represent his/her opinion. (Newly established on March 2, 2001)
③ Auditor(s) may request the Board of Directors to
convene a special meeting of shareholders by submitting a written request stating
the business to be dealt with at the proposed meeting and the reason for
convening such a meeting.
④ Auditor(s) may request the Company’s subsidiary(s) to make a report on its (their) operations, if
auditor(s) deem it necessary to perform his/her duties. In such a case, if the
subsidiary(s) fails to immediately make such a report as requested or
auditor(s) deem it necessary to verify the content of the report made by the
subsidiary(s), auditor(s) shall have the right to inspect that subsidiary’s operations and status of assets. (This Article was newly
established on February 10, 2000)
Article 41-6 (Minutes of Audit) Auditor(s) shall
prepare minutes of audit with respect to the audit conducted by him/her. The
minutes of audit shall be signed and sealed by or shall bear the signatures of,
the auditor(s) who has conducted such audit. (This Article was newly
established on February 10, 2000)
Article 41-7 (Auditor(s)’ Remuneration and Retirement Allowances) ① Auditor(s)’ remuneration shall be determined by a resolution of a meeting of
shareholders. Resolutions for determining auditor(s)’
remuneration shall be presented to and adopted by a meeting of shareholders,
separately from those for determining directors’
remuneration.
② Retirement allowances for auditor(s) shall be
paid in accordance with the Company’s regulation concerning
retirement allowances for officers which shall have been duly approved by a
resolution of a meeting of shareholders. (Newly established on February 10,
2000)
|
If the Company establishes an audit committee
|
Chapter VII. Audit Committee
Article 41-2 (Composition of Audit Committee) ① The
Company shall establish an audit committee ("Audit Committee")
pursuant to Article 39-2 hereof, in lieu of auditor(s).
② The Audit Committee shall be composed of three
(3) or more directors.
③ Two-thirds (2/3) or more of the total number of
Audit Committee members shall be outside directors. An Audit Committee member,
who is not an outside director, shall meet the qualifications under Article
54-6(3) of the Act.
④ If the number of shares held by any shareholder
exceeds 3/100 of the total number of issued and outstanding shares with voting
rights, the said shareholder may not exercise his/her voting rights with
respect to the shares in excess of such 3/100 in electing any Audit Committee
member who is not an outside director. (Newly established on March 2, 2001)
⑤ In electing the Audit Committee members none of
whom is an outside director, if the aggregate total number of shares held by
the largest shareholder who will exercise his/her voting rights and his/her
related person(s), those who possess shares for account of the largest
shareholder or his/her related person(s) and those to whom the largest
shareholder or his/her related person(s) have delegated their votes exceeds
3/100 of the total number of issued and outstanding shares with voting rights,
such shareholders may not exercise their voting rights with respect to the
shares in excess of such 3/100.
⑥ By a resolution, the Audit Committee shall
appoint the person who will represent the Audit Committee, where the chairman
shall be an outside director. (Amended on March 2, 2001)
(This Article was newly established on February 10,
2000)
Article 41-3(Duties of Audit Committee) ① The Audit
Committee shall audit the Company’s accounting and general
operations.
② The Audit Committee may request the Board of
Directors to convene a special meeting of shareholders in writing, stating the
agenda to be dealt with at the meeting of shareholders and the reason for
convening such a meeting of shareholders.
③ The Audit Committee may request the Company’s subsidiary(s) to make a report on its (their) operations, if the
Audit Committee deem it necessary to perform its duties. In such a case, if the
subsidiary(s) fails to immediately make such a report as requested or the Audit
Committee deem it necessary to verify the content of the report made by the
subsidiary(s), the Audit Committee shall have the right to inspect that
subsidiary’s operations and status of assets.
④ In electing an independent auditor, the Audit
Committee shall approve such an independent auditor duly elected. (Amended on
March 2, 2001)
⑤ In addition to the matters in subsection 1
through 4 above, the Audit Committee shall deal with the matters delegated to
it by the Board of Directors. (This Article was newly established on February
10, 2000)
Article 41-4 (Minutes of Audit) The Audit Committee
shall prepare minutes of audit with respect to the audit conducted by it. The
minutes of audit shall be signed and sealed by or shall bear the signatures of,
the Audit Committee members who have conducted such audit. (This Article was
newly established on February 10, 2000)
CHAPTER VIII. ACCOUNTING
Article 42(Fiscal year) The fiscal year of the
Company shall commence on January 1 and end on December 31 of each year.
(Amended on January 17, 1996)
Article 43 (Preparation and Maintenance of
Financial Statements and Business Report) ① The representative director
(president) of the Company shall prepare and submit to auditor(s) for audit the
following documents and their supplementary schedules together with an business
report, six (6) weeks prior to the date set for the annual meeting of
shareholders convened for the fiscal year to which such documents are related
and, upon auditor(s)’ audit, shall submit the
aforementioned documents and the business report to the annual meeting of
shareholders:
1. Balance Sheet
2. income Statement
3. Statement of Appropriation of Retained Earnings
or Statement of Disposition of Accumulated Deficit
② Auditor(s) shall submit an auditor’s report to representative director (president) at least by one (1)
week prior to the date set for such annual meeting of shareholders.
(This subsection was amended on February 21, 1997)
※ In subsections 1 and 2 above, a company having
established an audit committee should substitute the words "Audit
Committee" for the word "auditor(s)." (This note was newly
established on February 10, 2001)
③ Representative director (president) shall maintain
the documents referred to in subsection 1 above and the auditor’s report in the head office of the Company for five (5) years and
their copies in the branch office(s) of the Company for three (3) years
respectively, starting from one (1) week prior to the date set for the annual
meeting of shareholders convened for the fiscal year to which such documents
are related.
④ Upon approval of the annual meeting of
shareholders with respect to the documents referred to in subsection 1 above,
representative director (president) shall promptly give public notice of the
Company’s balance sheet and independent auditor’s
report.
Article 43-2 (Appointment of Independent Auditor)
The Company shall appoint an independent auditor with approval of the
Independent Auditor Appointment Committee under the Act on External Audit of
Share Companies and shall report appointment thereof to the first annual
meeting of shareholders to be convened following such appointment. (Newly
established on February 10, 2000 and amended on March 2, 2001)
※ A company having established an audit committee
should appoint the independent auditor duly approved by the audit committee.
(This note was newly established on February 10, 2001 and amended on March 2,
2001)
Article 44 (Disposition of Profit) The Company
shall dispose of the unappropriated retained earnings of each fiscal year in
the following order of priority: (The body of this Article was amended on
October 10, 1996)
1. Legal reserve
2. Other statutory reserves
3. Dividends
4. Voluntary reserves
5. Others
Article 44-2 (Retirement of Share) ① The Company
may retire shares by a resolution of the Board of Directors, to the extent of
not exceeding the amount of profit to be distributed to shareholders as
dividends.
② If the Company intends to retire shares pursuant
to subsection 1 above, the Board of Directors shall adopt a resolution for each
of the following:
1. The Class and the total number of the shares to
be retired.
2. The aggregate value of the shares to be acquired
for the purpose of retirement.
3. The period in which the Company intends to
acquire such shares, where such a period shall end prior to the date set for
the first annual meeting of shareholders to be convened following adoption by
the Board of Directors of relevant resolution.
③ In acquiring treasury stocks for the purpose of
retiring shares pursuant to subsection 1 above, the Company shall comply with
the following criteria:
1. Such acquisition shall be effected using any of
the methods under Article 189-2(1) of the Act; where, if by means of the method
under Article 189-2(1).1 of the Act, such acquisition shall meet the criteria
prescribed in the Enforcement Decree of the Act in respect of the period and
method of such acquisition and
2. The aggregate value of the shares to be acquired
for the purpose of retirement shall not exceed the amount prescribed in the
Enforcement Decree of the Act, within the limit of the amount available for
dividends to shareholders at the end of the applicable fiscal year;
④ If the Company has retired shares pursuant to
subsection 1 above, the Company shall report the details set forth in
subsection 2 above, together with the fact as to such retirement of share, to
the first annual meeting of shareholders convened following adoption of the resolution
for such retirement of shares.
※ Pursuant to Article 189 of the Act, the Company
is required to acquire and retire shares after the Board of Directors has
passed a resolution for such retirement of shares. In the mean time, the
treasury stocks that the Company has acquired pursuant to Article 189-2 of the
Act and owns on the effective date (April 1, 2001) of the revised Securities
and Exchange Act may be retired only after six (6) months have elapsed from the
date of acquisition thereof. In addition, treasury stocks may also be retired if
such stocks have been purchased by the Company as a result of the exercise by
shareholders of appraisal rights pursuant to Article 191(1) of the Act (refer
to Article 191(4) and Addendum 16 of the Act). This Article was newly
established on March 2, 2001)
Article 45 (Dividends) ① Dividends may be paid in
cash and shares.
② If dividends are paid in shares and when the
Company has issued more than two classes of shares, dividends may also be paid
in any class of shares different from such shares by a resolution of a meeting
of shareholders. (Newly established on January 17, 1996)
③ The dividends referred to in subsection 1 above
shall be paid to the shareholders or pledgees whose names appear or are duly
registered in the list of shareholders as of the end of each fiscal year.
|
If the Company adopts the interim dividend system
|
Article 45-2 (Interim Dividends①) ① The Company may
pay interim dividends under Article 462-3 of the Commercial Code to its
shareholders whose names appear in the list of shareholders as at [time],
[month][day], [year]. Interim dividends shall be paid in cash. (Amended on
February 2, 2004)
② Interim dividends referred to in subsection 1
above shall be paid by a resolution of the Board of Directors; provided,
however, that such a resolution shall be made within 45 days from the record
date specified in subsection 1 above.
③ Interim dividends shall be paid within the limit
of not exceeding the amount of the net worth shown on the balance sheet as of
the end of the immediately preceding period for the settlement of accounts less
the amount of the following items:
1. The amount of capital, as of the end of the
immediately preceding period for the settlement of accounts
2. The aggregate sum of the capital reserves and
legal reserves appropriated up to the immediately preceding period for the
settlement of accounts
3. The amount appropriated for dividends by a
resolution adopted at the annual meeting of shareholders convened for the
immediately preceding period for the settlement of accounts
4. The amount of voluntary reserves appropriated
for specific purposes in accordance with the provisions of the Articles of
Incorporation or by a resolution of the meeting of shareholders up to the
immediately preceding period for the settlement of accounts and
5. The amount of legal reserves to be appropriated
for the current period for the settlement of accounts, as a result of such
interim dividends.
④ If any new shares have been issued prior to the
respective record dates specified in subsection 1 above following the
commencement date of the current fiscal year (including as a result of capitalization
of reserves, stock dividends, requests for conversion of convertible bonds to
the capital stock and the exercise of warrant with respect to bonds with
warrant), such new shares shall be deemed to have been issued at the end of the
immediately preceding fiscal year with respect to interim dividends hereunder.
⑤ With respect to interim dividends, the same
dividend rate as applicable to common shares shall also apply to preferred
shares under Article 8-2 hereof.
(This Article was newly established on February 23,
1999)
|
If the Company adopts the quarterly dividend
system
|
※ When a company has already introduced the interim
dividend system and if it considers adopting the quarterly dividend system, the
text of the existing provisions concerning interim dividends should be replaced
by the following:
Article 45-2 (Quarterly Dividends) ① The Company
may pay quarterly dividends under Article 192-3 of the Act to its shareholders
whose names appear in the list of shareholders as at the end of the 3rd, 6th
and 9th months, respectively, of each fiscal year. Quarterly dividends shall be
paid in cash.
② Quarterly dividends referred to in subsection 1
above shall be paid by a resolution of the Board of Directors; provided,
however, that such a resolution shall be made within 45 days from the record
date in subsection 1 above.
③ Quarterly dividends shall be paid within the
limit of not exceeding the amount of the net worth shown on the balance sheet
as of the end of the immediately preceding period for the settlement of
accounts less the amount of the following items:
1. The amount of capital, as of the end of the
immediately preceding period for the settlement of accounts
2. The aggregate sum of the capital reserves and
legal reserves appropriated up to the immediately preceding period for the
settlement of accounts
3. The amount appropriated for dividends by a
resolution adopted at the annual meeting of shareholders convened for the
immediately preceding period for the settlement of accounts
4. The amount of voluntary reserves appropriated
for specific purposes in accordance with the provisions of the Articles of
Incorporation or by a resolution of the meeting of shareholders up to the
immediately preceding period for the settlement of accounts
5. The amount of legal reserves to be appropriated
for the current period for the settlement of accounts, as a result of such
quarterly dividends and
6. The aggregate amount of quarterly dividends paid
during the current fiscal year, if any.
④ If any new shares have been issued prior to the
respective record dates specified in subsection 1 above following the
commencement date of the current fiscal year (including as a result of
capitalization of reserves, stock dividends, requests for conversion of
convertible bonds to the capital stock and the exercise of warrant with respect
to bonds with warrant), such new shares shall be deemed to have been issued at
the end of the immediately preceding fiscal year with respect to quarterly
dividends hereunder.
⑤ With respect to quarterly dividends, the same
dividend rate as applicable to common shares shall apply to preferred shares
under Article 8-2 hereof.
(This Article was newly established on February 23,
1999)
|
If the Company does not adopt the quarterly
dividend system
|
※ Interim dividends and quarterly dividends can be
paid only if they are provided in the Articles of Incorporation. Therefore, if
the Company elects not to adopt either of them, it is not necessary to include
any provision relating thereto in the Articles of Incorporation.
Article 46 (Statute of Limitation to the Claim for
Dividends) ① If a claim for dividends has not been exercised for five years,
the statute of limitation applicable thereto shall expire.
② The dividends with respect to which the statute of
limitation has expired shall become vested in the Company.
Addendum
These Articles of Incorporation shall come into
effect on February 5, 1980.
Addendum
These Articles of Incorporation shall come into
effect on July 13, 1984.
Addendum
These Articles of Incorporation shall come into
effect on January 25, 1988.
Addendum
These Articles of Incorporation shall come into
effect on December 6, 1989.
Addendum
These Articles of Incorporation shall come into
effect on August 21, 1991.
Addendum
These Articles of Incorporation shall come into
effect on June 22, 1993.
Addendum
1. (Effective Date) These Articles of Incorporation
shall come into effect on January 17, 1996. Notwithstanding the foregoing
provision, provisions of Articles 10-2, 12, 27, 28, 30, 31, 34-2, 35, 36, 39
and 45, as amended, shall come into effect on October 1, 1996.
※ With respect to giving effect to the provisions
of Article 10-2, as amended, a separate provision to the effect of
"Provisions of Article 10-2 hereof, as amended, shall come into effect in
the first fiscal year beginning after this date of amendment to the Article of
Incorporation" should be included in the Articles of Incorporation if:
i) A company having amended its Articles of
Incorporation prior to the effective date of the revised Commercial Code has
issued or is expected to issue new shares as a result of issuance of new shares
or bonus shares, or stock dividends prior to the aforesaid effective date of
the revised Commercial Code; or
ii) A company amending its Articles of
Incorporation on or after the effective date of the revised Commercial Code has
issued new shares as a result of issuance of new shares or bonus shares, or
stock dividends prior to the date of amendment to the Articles of
Incorporation.
2. (An Example of applying the Provisions
concerning Issuance of Convertible Bonds and Bonds with Warrant) Provisions of
Articles 14 and 15 hereof, as amended, shall apply to the new shares to be
issued after the effective date of these Articles of Incorporation.
※ If a company has already included in its articles
of incorporation provisions corresponding to those of Articles 14 and 15
hereof, which are the same as the amended provisions of the said articles
hereof, the company does not have to establish such new articles.
Addendum
1. (Effective Date) These Articles of Incorporation
shall come into effect on October 10, 1996.
2. (Interim Measures on Preferred Shares) If the
Company newly issues preferred shares by bonus issue on the preferred shares
(which are paid dividends at the rate equal to the dividend rate on common
shares + an extra 1% in cash) issued prior to the effective date (October 1,
1996) of the revised Commercial Code, such preferred shares to be newly issued
should be allotted in accordance with the provisions of Article 8-2 hereof.
※ The aforementioned interim measures apply to a
company, only if the company: (i) has included the provisions of Article 8-2
hereof in its articles of incorporation and subsequently amended those
provisions as illustrated herein; and, (ii) has outstanding preferred shares
(which are paid dividends at the rate equal to the dividend rate on common
shares + an extra 1% in cash) issued prior to the effective date (October 1,
1996) of the revised Commercial Code. Therefore, a company falling in the
above-mentioned categories should not fail to expressly state such interim
measures in the addendum of its articles of incorporation.
Addendum
These Articles of Incorporation shall come into
effect on February 21, 1997; provided, however, that provisions of Articles
10-2(2)4 and 10-3 hereof shall come into effect on the date when the
Enforcement Decree of the Securities and Exchange Act is promulgated and
further provided that provisions of Articles 10, 10-2, 19-3, 30, 40-1 and 43-2
hereof shall come into effect on April 1, 1997.
Addendum
These Articles of Incorporation shall come into
effect on February 17, 1998.
Addendum
These Articles of Incorporation shall come into
effect on February 23, 1999; provided, however, that provisions of Article
30(3) hereof shall come into effect on June 29, 1999.
Addendum
These Articles of Incorporation shall come into
effect on February 10, 2000.
Addendum
|
If the Company have auditor(s)
|
Article 1 (Effective Date) These Articles of
Incorporation shall come into effect on March 2, 2001 provided, however, that
provisions of Articles 19, 43-2 and 44-2 hereof shall come into effect on April
1, 2001.
Article 2 (Interim Measures on Retirement of
Shares) The treasury stocks that the Company has acquired pursuant to Article
189-2 of the Act and owns on the effective date (April 1, 2001) of the revised
Securities and Exchange Act may be retired pursuant to the revised provisions
of Article 44-2(1) hereof.
※ In the case of amending the Articles of
Incorporation prior to revision of and giving effect to relevant laws and
regulations including the Securities and Exchange Act, the proviso of Article 1
of this Addendum shall be deleted and instead the following provision shall be
added as a transitory provision:
"provided, however, that the amended
provisions of Articles 10-3(1), 10-3(6), 19 and 44-2 hereof shall come into
effect on the effective date of the revised Securities and Exchange Act and
further provided that the amended provisions of Article 43-2 hereof shall come
into effect on the effective date of the Act on External Audit of Share
Companies."
|
In case an audit committee is established
|
Article 1 (Effective Date) These Articles of
Incorporation shall come into effect on March 2, 2001; provided, however, that
provisions of Articles 19, 41-3, 43-2 and 44-2 hereof shall come into effect on
April 1, 2001.
Article 2 (Interim Measures on Retirement of Share)
The treasury stocks that the Company has acquired pursuant to Article 189-2 of
the Act and owns on the effective date (April 1, 2001) of the revised
Securities and Exchange Act may be retired pursuant to the revised provisions
of Article 44-2(1) hereof.
※ In the case of amending the Articles of
Incorporation prior to revision and giving effect to relevant laws and
regulations including the Securities and Exchange Act, the proviso of Article 1
of this Addendum shall be deleted and instead the following provision shall be
added as a transitory provision:
"provided, however, that the amended
provisions of Articles 10-3(1), 10-3(6), 19, 41-2 and 44-2 hereof shall come
into effect on the effective date of the revised Securities and Exchange Act and
further provided that the amended provisions of Articles 41-3 and 43-2 hereof
shall come into effect on the effective date of the Act on External Audit of
Share Companies."
Addendum
These Articles of Incorporation shall come into
effect on February 4, 2003.
Addendum
These Articles of Incorporation shall come into
effect on February 2, 2004.
영문표준정관(상장사).hwp
