Sustainability

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MANAGEMENT REGULATIONS

Management Regulations

You can inquire the management regulations of Haesung DS.

Articles of Incorporation

Chapter 1 (General Provisions)
Article 1 (Company Name)
This Company’s name shall be “HAESUNG DS Co., Ltd.”
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following business activities:
1.Manufacturing, sales, direct sales, leasing, and service business of various electronic devices and parts
2.Lead frame and semiconductor device manufacturing and sales business
3.Software advisory, development and sales business
4.Professional, scientific, technical and manufacturing service business
5.Semiconductor parts manufacturing and sales service providing business
6.Real estate sales and rental business
7.Manufacturing and sales business of sensor devices for the Internet of Things
8.Manufacturing and sales business of graphene and application devices
9.Manufacturing and sales business of medical devices and biosensors
10.Ancillary business of each of the above
Article 3 (Location of Principal Office and Installation of Branch, etc.)
The principal office of the Company shall be located in Changwon, Gyeongsangnam-do, Republic of Korea.
If necessary, the Company may locate branches, business offices, local offices and local corporations in Korea and abroad by the board resolution.
Article 4 (Method of Announcement)
The announcement of the Company shall be published on the homepage of the Company (http://www.haesungds.co.kr). However, in the event that it is unable to publish on the homepage of the Company because of computerized disability or other unavoidable reasons, it shall be published in Maeil Business Newspaper, a daily newspaper issued in Seoul Metropolitan City, Republic of Korea.
Chapter 2 (Stocks)
Article 5 (Total Number of Stocks to be Issued by the Company)
The total number of stocks to be issued by the Company shall be fifty million stocks.
Article 6 (Par Value per Stock)
The par value of a stock issued by the Company shall be KRW 5,000.
Article 7 (Total Number of Stocks Issued at the Time of Incorporation)
The total number of stocks issued by the Company at the time of incorporation shall be two thousand registered ordinary stocks.
Article 8 (Type of Stocks)
The type of stocks to be issued by this Company shall be registered ordinary stocks and registered class stocks.
Class stocks to be issued by the Company shall be preferred stocks for profit dividends, stock for exclusion or restriction of voting rights, redeemable stocks, convertible stocks, and stocks mixed in whole or in part thereof.
Article 8-2 (Number and Content of 1-type Class Stocks)
1-type class stocks to be issued by this Company shall be non-voting dividend-preferred convertible stocks (hereafter referred to as "class stocks" in this Article), and the number of issued stocks shall be 12,500,000 stocks.
For class stocks, when issued at an annual rate of 1.0% or more based on the par value, the amount according to the preferred ratio set by the board of directors shall be preferentially distributed in cash.
If the dividend rate of ordinary stock exceeds the dividend rate of class stock, it shall be distributed with the participation of same ratio with the stock toward such excess.
If a predetermined dividend is not paid for class stocks in any business year, the accumulated undivided dividends shall be distributed in preference in the next business year’s distribution.
When the Company issues new stocks, the allocation of new stocks to class stocks shall be with the same stocks as the stocks allocated to ordinary stocks in the case of capital increase for value and stock dividend, and shall be with the stocks of the same class as such in the case of capital increase without compensation.
If there is a resolution not to pay a predetermined dividend to class stocks, fr|om the next general meeting of the general meeting where the resolution is made to the end of the general meeting where the resolution to pay such preferential dividend is concluded, voting rights shall be deemed to be available.
The duration of class stocks shall be determined by the board resolution at the time of issuance within the range of 10 years fr|om the issuance date, and upon expiration of this period, they shall be converted into ordinary stocks.
If the predetermined dividend is not completed by the expiration date of the conversion period, the period shall be extended until the predetermined dividend is completed.
The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on stocks issued due to conversion.
Article 8-3 (Number and Content of 2-type Class Stocks)
2-type class stocks to be issued by this Company shall be non-voting dividend-preferred stocks (hereafter referred to as "class stocks" in this Article), and the number of issued stocks shall be 5,000,000 stocks.
For class stocks, an amount corresponding to the ratio determined by the board of directors at 1% or more per year based on the par value shall be additionally paid in money in addition to dividends for ordinary stocks.
Dividends for class stocks shall be non-participating and non-cumulative.
If there is a resolution not to pay a predetermined dividend to class stocks, fr|om the next general meeting of the general meeting where the resolution is made to the end of the general meeting where the resolution to pay such preferential dividend is concluded, voting rights shall be deemed to be available.
When the Company issues new stocks, the allocation of new stocks to class stocks shall be with the same stocks as the stocks allocated to ordinary stocks in the case of capital increase for value and stock dividend, and shall be with the stocks of the same class as such in the case of capital increase without compensation.
Article 9 (Electronic Registration of Rights to be Displayed on Stocks and Certificate of Preemptive Right)
Instead of issuing stock certificates and certificate of preemptive right, the Company shall electronically register the rights to be displayed on stocks and certificate of preemptive right in the electronic
registration account book of the electronic registration authority. However, this may not be the case if the Company does not bear the registration obligation in accordance with laws and regulations.
Article 10 (Issue and Allocation of Stocks)
In case that this Company issues new stocks by the board resolution, it shall be subject to the following method:
1. Method to grant opportunity of subscription of new stocks to allocate new stocks to stockholders in accordance with the number of stocks possessed by stockholders
2.Method to grant opportunity of subscription of new stocks to allocate new stocks to specific persons (including stockholders of this Company) with method other than subparagraph 1 if necessary to achieve managerial purpose of the Company such as introduction of new technology, improvement of financial structure, etc. within the range that does not exceed 50/100 of total number of issued stocks
3.Method to grant opportunity of subscription of new stocks to unspecified individuals (including stockholders of this Company) with method other than subparagraph 1 within the range that does not exceed 20/100 of total number of issued stocks and allocate new stocks to persons who subscribed following this
In case that new stocks are allocated with the method of subparagraph 3, the new stocks shall be allocated by the board resolution with one of the following methods:
1.Method to allocate new stocks to unspecified subscribers without classifying the category of persons to whom the opportunity of subscription of new stocks shall be granted
2.Method to grant opportunity of subscription of new stocks to unspecified individuals including stocks not subscribed after allocating new stocks toward employee ownership members under related laws
3.Method to grant opportunity of subscription of new stocks to unspecified individual if there are stocks not subscribed after granting preferentially the opportunity of subscription of new stocks to stockholders
4.Method to grant opportunity of subscription of new stocks to persons of specific category on the reasonable basis under related law such as demanding forecasting established by investment dealer or investment agent as acceptor or intermediary
In case of allocation of new stocks under subparagraph 2 and 3, the provisions under Article 416, subparagraph 1, 2, 2-2, 3 and 4 of the Commercial Law shall be notified to stockholders or announced until 2 weeks prior to fixed date for payment. However, such notification and announcement may be substituted for the announcement of main point report under Article 165-9 of Capital Markets and Financial Investment Services Law to Financial Services Commission and exchange.
In case of issue of new stocks with one of the methods of each subparagraph of Paragraph (1), the type, number and issuing price, etc. of stocks to be issued shall be determined by the board resolution.
In the event that the Company allocates new stocks, in regard to stocks not subscribed for new stock allocation or whose price is not paid until its fixed date, its handling method shall be determined by the board resolution under provisions of related laws such as appropriateness of issuing price.
The Company shall determine the method of handling fractional lots generated while allocating new stocks by the board resolution, as stipulated in the relevant laws and regulations.
If the Company allocates new stocks under Paragraph (1), subparagraph 1, it shall issue certificate of preemptive right to the stockholder.
Article 10-2 (Stock Option)
This Company may grant stock options to its executives and employees (including executives and employees of affiliated companies as stipulated in Article 30 of the Enforcement Decree of the Commercial Act. Hereinafter it shall be the same in this Article) within the limit of 15/100 of the total number of issued stocks by a special resolution of the general meeting of stockholders. However, within the limit of 3/100 of the total number of issued stocks, stock options may be granted to persons other than the directors of the Company by the board resolution. If stock options are granted by the board resolution, the Company shall obtain approval fr|om the first general meeting of stockholders convened after the grant. The stock option granted by the general meeting of stockholders or the board resolution may be of a performance-linked type linked to business performance goals or market indices.
The person to be granted the stock option shall be a person who contributes or may contribute to the establishment, management, overseas sales, or technological innovation, etc. of the Company.
The stocks to be issued by the exercise of the stock option (in cases where the difference between the exercise price of stock options and the market price is delivered in cash or treasury stock, it refers to stocks that serve as the basis for calculating the difference) shall be determined by a resolution of the general meeting of stockholders or the board of directors granting stock options among the stocks under Article 8.
The number of executives and employees subject to the stock option may not exceed 50/100 of the incumbent executives and/or employees, and the stock option granted to an executive or one employee may not exceed 10/100 of the total number of issued stocks.
The exercise price per stock of the stocks for which the stock option is to be exercised shall not be less than the value of each of the following subparagraphs:
1. In the case of issuing and delivering new stocks, the higher of the following prices:
a.The real value of stocks as of the grant date of stock options
b.Par value of the stock concerned
2.In the case of transfer of treasury stock, the real value of the stock as of the date of granting the stock option
The stock option may be exercised within 7 years fr|om the date when 2 years have elapsed fr|om the date of resolution in Paragraph (1).
A person who has been granted the stock option may exercise it only after he or she has been in office for at least two years fr|om the date of resolution under Paragraph (1). However, if the person who has been granted the stock option dies within 2 years fr|om the date of the resolution in Paragraph (1) or resigns or retires due to other reasons not attributable to himself/herself, the stock option may be exercised during the exercise period.
The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on new stocks issued due to the exercise of stock options.
In any of the following cases, the grant of stock options may be revoked by the board resolution:
1.In case the executive or employee who has been granted stock options resigns or quits his/her job arbitrarily
2.In case the executive or employee who has been granted stock options intentionally or negligently causes serious damage to the Company
3.In case the Company is unable to respond to the exercise of stock options due to bankruptcy or dissolution, etc. of the Company
4.In the event of any other reasons for cancellation specified in the contract for granting stock options
Article 10-3 (Employees’ Stock Option)
The Company may grant employees’ stock option to members of the employee stockholders' association as stipulated in Article 39 of the Framework Act on Employee Welfare by special resolution of the general meeting of stockholders within the limit of 15/100 of the total number of issued stocks. However, within the limit of 3/100 of the total number of issued stocks, the employees’ stock option may be granted by the board resolution.
The stocks to be issued through the exercise of the employees’ stock option shall be registered ordinary stocks.
In the cases provided for in any of the following subsections, the grant of employees’ stock options may be revoked by the board of directors:
1. When a member of the employee stockholders' association to whom the employees’ stock option has been granted has intentionally or negligently inflicted serious damage to the Company
2.When the Company is unable to respond to the exercise of employee stock options due to bankruptcy or dissolution, etc.
3.In the event of any other cause for cancellation specified in the employees’ stock option grant agreement
The provisions of Article 10-4 shall apply mutatis mutandis to the distribution of profits on the new stocks issued upon the exercise of employees’ stock options.
Article 10-4 (Distribution Value Date of New Stocks)
If new stocks are issued by the Company by capital increase for value, capital increase without compensation, or stock dividend, it shall be deemed issued at the end of previous business year of the business year which the moment of issue of new stocks belongs to.
Article 11 (Name Transfer Agent)
In this Company, a name transfer agent shall be placed.
The name transfer agent, the place of business management, and the scope of the agency work shall be determined by the board resolution.
The stockholder’s list or its copy of this Company shall be furnished in the place of business management of the name transfer agent, and electronic registration of stocks, management of the stockholder’s list, and other business related to stocks shall be treated by the name transfer agent.
The procedures related to the handling of office work under Paragraph (3) shall be in accordance with the provisions regarding name transfer agency of securities by the name transfer agent.
Article 12 (Preparation and Keeping of Stockholder’s List)
When this Company receives a notice of the owner's specification fr|om the electronic registration authority, it shall prepare and keep the stockholder's list by entering the notice contents and the date of the notice.
This Company may request the electronic registration authority to prepare the owner's specification if necessary, such as when there is a change in the current status of stockholders (including affiliated persons, etc.) with a stake of 5% or more.
Article 13 (Closure of Stockholder’s List and Base Date)
The Company shall suspend the change of description of stockholder’s list fr|om January 1 to January 14 of each year.
The Company shall designate stockholders described on the latest stockholder’s list on the date of December 31 of each year as stockholders who may execute rights at the ordinary general meeting of stockholders in regard to its settlement period.
The Company may suspend the change of description of stockholder’s list assigning certain period which does not exceed 3 months by the board resolution, or may see stockholders described on the stockholder’s list on the date fixed by the board resolution as stockholders who may execute such right, if necessary, such as in case of the convening of an extraordinary general meeting of stockholders, and if the board of directors deems it necessary, it may suspend changes to the stockholder’s list and designate the base date. The Company shall announce it 2 weeks before.
Chapter 3 (Corporate Bond)
Article 14 (Issuance of Corporate Bond)
The Company may issue corporate bonds by the board resolution.
The board of directors may entrust the representative director to issue bonds within a period not exceeding one year by determining the amount and type of bonds.
Article 14-2 (Issuance and Allocation of Convertible Bond)
This Company may issue convertible bonds to persons other than stockholders (including stockholders of this Company) by the board resolution in cases falling under any of the following subparagraphs:
Within the extent that the par value of the bonds does not exceed KRW 100 billion, in case it is necessary to achieve the business purpose of the Company, such as the introduction of new technology and improvement of the financial structure, where convertible bonds are issued in a manner other than Article 10 (1) 1, which gives an opportunity to subscribe for bonds in order to allocate bonds to a specific person;
Within the extent that the par value of the bonds does not exceed KRW 100 billion, in case of issuing convertible bonds in a manner other than Article 10 (1) 1, an opportunity to subscribe for bonds is given in order to allocate bonds to a large number of unspecified persons, and the bonds are allocated to those who subscribed accordingly
In case of allocating bonds by the method of subparagraph 2, the bonds shall be allocated in any of the following manners by the board resolution:
1. Method to allocate new stocks to unspecified subscribers without classifying the category of persons to whom the opportunity of subscription of new stocks shall be granted
2. Method to grant opportunity of subscription of new stocks to unspecified individual if there are stocks not subscribed after granting preferentially the opportunity of subscription of new stocks to stockholders
3. Method to grant opportunity of subscription of new stocks to persons of specific category on the reasonable basis under related law such as demanding forecasting established by investment dealer or investment agent as acceptor or intermediary
In the case of convertible bonds under Paragraph (1), the board of directors may issue them on condition that only a part of them is granted conversion rights.
In the case of stocks issued through conversion, KRW 90 billion of the total par value of bonds shall be ordinary stocks, and KRW 10 billion shall be class stocks of Article 8-2, and the conversion price shall be the par value of stocks or higher, and the board of directors shall decide it when the bonds are issued.
The period during which conversion may be requested shall be fr|om the date on which three months have elapsed fr|om the issuance date of the bond to the day immediately preceding the redemption date. However, within the above period, the period for requesting conversion may be adjusted by the board resolution.
The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on stocks issued due to conversion and payment of interest on convertible bonds.
Article 14-3 (Electronic Registration of Rights to be Displayed on Bonds and Certificate of Preemptive Right)
Instead of issuing corporate bonds and certificate of preemptive right, the Company shall electronically register the rights to be displayed on bonds and certificate of preemptive right in the electronic registration account book of the electronic registration authority. However, this may not be the case if the Company does not bear the registration obligation in accordance with laws and regulations.
Article 15 (Issuance and Allocation of Bond with Warrant)
This Company may issue bond with warrants to persons other than stockholders (including stockholders of this Company) by the board resolution in cases falling under any of the following subparagraphs:
1. Within the extent that the par value of the bonds does not exceed KRW 50 billion, in case it is necessary to achieve the business purpose of the Company, such as the introduction of new technology and improvement of the financial structure, where bond with warrants are issued in a manner other than Article 10 (1) 1, which gives an opportunity to subscribe for bonds in order to allocate bonds to a specific person;
2. Within the extent that the par value of the bonds does not exceed KRW 50 billion, in case of issuing bond with warrants in a manner other than Article 10 (1) 1, an opportunity to subscribe for bonds is given in order to allocate bonds to a large number of unspecified persons, and the bonds are allocated to those who subscribed accordingly
In case of allocating bonds by the method of subparagraph 2, the bonds shall be allocated in any of the following manners by the board resolution:
1. Method to allocate new stocks to unspecified subscribers without classifying the category of persons to whom the opportunity of subscription of new stocks shall be granted
2. Method to grant opportunity of subscription of new stocks to unspecified individual if there are stocks not subscribed after granting preferentially the opportunity of subscription of new stocks to stockholders
3. Method to grant opportunity of subscription of new stocks to persons of specific category on the reasonable basis under related law such as demanding forecasting established by investment dealer or investment agent as acceptor or intermediary
The amount that may be claimed for the subscription of new stocks shall be determined by the board of directors within the scope that it does not exceed the total face value of the bonds.
In the case of stocks issued through exercise of preemptive right, KRW 40 billion of the total par value of bonds shall be ordinary stocks, and KRW 10 billion shall be class stocks of Article 8-2, and the issuing price shall be the par value of stocks or higher, and the board of directors shall decide it when the bonds are issued.
The period during which the preemptive right may be exercised shall be fr|om the date on which three months have elapsed fr|om the issuance date of the bond to the day immediately preceding the redemption date. However, within the above period, the period for exercise of preemptive right may be adjusted by the board resolution.
The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on stocks issued due to exercise of preemptive right.
Article 16 (Provisions Applicable Mutatis Mutandis on Issuance of Bonds)
The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.
Chapter 4 (General Meeting of Stockholders)
Article 17 (Period of Convocation)
The general meeting of stockholders of the Company shall be ordinary general meeting of stockholders and extraordinary general meeting of stockholders.
Convocation of ordinary general meeting of stockholders shall be within 3 months after the termination of each business year, and in case of extraordinary general meeting of stockholders, as necessary.
Article 18 (Convocator)
The general meeting of stockholders shall be convened by the representative director in accordance with the board resolution, except in case of other provisions in laws.
In case of absence of the representative director, the provisions of Article 34 (2) shall apply mutatis mutandis.
Article 19 (Notification and Announcement of Convocation)
In convening the general meeting of stockholders, regarding the date, place, and purpose of the meeting, a written notice shall be sent to the stockholders two weeks prior to the date of the general meeting of stockholders.
With respect to the notice of convocation to stockholders who own less than 1/100 of the total number of issued stocks with voting rights, the intention to convene a general meeting of stockholders two weeks in advance and the purpose of the meeting may be notified twice or more in the Korea Economic Daily or Maeil Business Newspaper published in Seoul or announced on the electronic disclosure system operated by the Korea Exchange in lieu of the notice of convening of Paragraph (1).
Article 20 (Place of Convocation)
The general meeting of stockholders may be held in Seoul in addition to the location of the principal office or its adjacent location.
Article 21 (Chairperson)
The chairperson of the general meeting of stockholders shall be the representative director..
In case of absence of the representative director, Article 34 (2) shall apply mutatis mutandis.
Article 22 (Chairperson’s Right to Maintain Order)
The chairperson of general meeting of stockholders may order the person who disturbs the order or makes statements or behaviors to disrupt intentionally the progress of proceedings to suspend or cancel such statement or to exit.
The chairperson of general meeting of stockholders may limit the duration and number of the stockholders’ statement when it is deemed necessary to facilitate the smooth progress of proceedings.
Article 23 (Voting Right of Stockholders)
A stockholder shall have one voting right for each stock owned.
Article 24 (Limitation of Voting Right Against Stocks in Mutual Ownership)
If the Company, parent company and subsidiary company or subsidiary company has stocks more than one tenth of total number of issued stock of another company, the stock of this Company which that such other company possesses shall have no voting right.
Article 25 (Diverse Exercise of Voting Right)
When a stockholder who has 2 voting rights or more wishes to exercise voting right diversely, he/she shall notify the Company of its intention and reason in writing 3 days prior to the date of meeting.
The Company may reject the diverse exercise of voting right of stockholders. However, this does not apply in the case that the stockholder acquired the trust of stocks or possesses stocks on behalf of another person.
Article 26 (Exercise of Voting Right by Proxy)
Stockholders may entrust their agent to exercise their voting right.
The agent of Paragraph (1) shall submit to the chairperson a document (power of attorney) which demonstrates its proxy before the commencement of the general meeting of stockholders.
Article 27 (Method of Resolution of General Meeting of Stockholders)
All resolution of general meeting of stockholders shall be with the number of more than half of voting right of stockholders present, but shall be a quarter or more of total number of issued stocks, unless it is otherwise specified in laws.
Article 28 (Minutes of General Meeting of Stockholders)
In the minutes of the general meeting of stockholders, the process of proceedings and its results shall be recorded and the chairperson and the director present shall sign or seal therein.
Chapter 5 (Directors, Board of Director)
Article 29 (Number of Directors)
The number of directors of this Company shall be not less than 3 and not more than 7, and the number of outside directors shall be not less than 1/4 of the total number of directors.
Article 30 (Appointment of Directors)
Directors shall be appointed at the general meeting of stockholders.
The appointment of directors shall be made by a majority of the voting rights of the stockholders present, but not less than 1/4 of the total number of issued stocks.
When two or more directors are appointed, the concentrated voting system stipulated in Article 382- 2 of the Commercial Act shall not apply.
Article 30-2 (Recommendation of Outside Director Candidates)
The Outside Director Candidate Recommendation Committee shall recommend outside director candidates fr|om among those who meet the qualifications stipulated in the relevant laws and regulations such as the Commercial Act.Details regarding the recommendation and qualification of outside director candidates shall be determined by the Outside Director Candidate Recommendation Committee.
Article 31 (Term in Office of Directors)
The term in office of a director shall be determined at the time of appointment of the director, but shall not exceed three years.
If the term in office of the director expires before ordinary general meeting of stockholders concerning the last settlement period in his/her term, such term may be extended until the termination of such general meeting of stockholders.
Article 32 (By-election of Directors)
If there is a vacancy among directors, this shall be appointed at the general meeting of stockholders. However, this shall not be the case if the number of members prescribed in Article 29 of this Articles of Incorporation is not insufficient and there is no obstacle in the performance of business.
If the number of members prescribed in Article 29 of the Articles of Incorporation is not met due to reasons such as resignation or death of an outside director, the requirements shall be met at the first general meeting of stockholders convened after such cause occurs.
Article 33 (Appointment of Representative Director, etc.)
The Company may appoint several representative directors by the board resolution.
The Company may elect a president, vice president, CEO, vice CEO, executive directors, and managing directors by the board resolution.
If several representative directors are appointed by the board resolution, the position of each representative director may be supplemented within the scope of Paragraph (2).
Article 34 (Duties of Directors)
The representative director shall represent the Company and oversee the business.
Directors shall assist the representative director and divide and execute the Company's business as determined by the board of directors, and in the absence of the representative director, they shall act on his/her behalf in the order determined by the board of directors.
Article 34-2 (Director's Reporting Duty)
Directors shall report the status of business execution to the board of directors at least once every three months.
When a director discovers a fact that is likely to cause significant damage to the Company, he/she shall immediately report it to the audit committee.
Article 35 (Composition and Convocation of Board of Directors)
The board of directors shall be composed of directors and decide on important matters of the Company's business.
The chairperson of the board of directors shall be determined by the board resolution.
The board of directors shall be convened by the representative director, but in the absence of the representative director, the board of directors shall act on his/her behalf as stipulated by the board of directors’ regulations.
Article 36 (Method of Resolution of the Board of Directors)
The resolution of the board of directors shall be made by the attendance of a majority of directors and the consent of a majority of the directors present. However, a resolution of the board of directors on matters falling under Articles 397-2 (Prohibition of Abuse of Company Opportunities) and Article 398 (Prohibition of Self-Trade) of the Commercial Act shall be made by at least two-thirds of the directors.
The board of directors may allow all or some of the directors to participate in a resolution by means of communication that transmits and receives voices at the same time without attending the meeting in person. In this case, the director shall be deemed to have attended the meeting in person.
Directors who have a special interest in the resolution of the board of directors may not exercise their voting rights.
Article 37 (Minutes of Board of Directors)
Minutes shall be prepared in regard to the proceedings of board of directors.
In minutes, items on the agenda, progress of proceedings and its results, objectors and their reason of objection shall be filled and the directors present shall seal or sign thereon.
Article 37-2 (Committee)
The company shall have the following committees within the board of directors:
1. Audit committee
2. Outside director candidate recommendation committee
Details regarding the composition, authority, and operation of the committee shall be determined by the board resolution.
Articles 35, 36 and 37 shall apply mutatis mutandis to the Committee.
Article 37-3 (Management Board)
The Company may establish a management board for prompt and smooth management decision- making by the board of directors.
The number, term in office, position, remuneration and appointment of executives of the management board shall be determined by the board of directors.
The management board shall perform the duties delegated by the board of directors, and the board of directors shall supervise the performance of business of the management board.
Article 38 (Remuneration and Severance Allowance of Directors)
The remuneration of directors shall be determined by a resolution of the general meeting of stockholders.
The payment of severance allowance for directors shall be in accordance with the Executive Severance Allowance Payment Regulations approved by the general meeting of stockholders.
Article 39 (Counselors and Advisors)
This Company may appoint some counselors or advisors by the board resolution..
Chapter 6 (Audit Committee)
Article 39-2 (Composition of Audit Committee)
In place of the auditor, the Company shall establish an audit committee pursuant to the provisionsof Article 37-2.
The audit committee shall consist of three or more directors.
At least two-thirds of the members shall be outside directors, and members who are not outside directors shall meet the requirements of Article 542-10 (2) of the Commercial Act.
The members of the audit committee shall appoint an audit committee member fr|om among the directors appointed after the directors are appointed at the general meeting of stockholders. In this case, one of the members of the audit committee shall be separated fr|om the other directors by a resolution of the general meeting of stockholders and appointed as a director who will become a member of the audit committee.
The appointment of members of the audit committee shall be made by a majority of the voting rights of the stockholders present, but at least 1/4 of the total number of issued stocks. However, in cases where voting rights may be exercised electronically in accordance with Article 368-4 (1) of the Commercial Act, a majority of the voting rights of the stockholders present may elect a member of the audit committee.
A member of the audit committee may be dismissed by a resolution of the general meeting of stockholders pursuant to Article 434 of the Commercial Act. In this case, the members of the audit committee under the proviso to Paragraph (4) shall lose both the positions of directors and members of the audit committee.
감For the appointment and dismissal of members of the audit committee, stockholders who hold more than 3/100 of the total number of issued stocks (in the case of the largest stockholder, when appointing or dismissing a member of the audit committee other than an outside director, stocks owned by a person related to him/her or other persons prescribed by the Enforcement Decree of the Commercial Act shall be added up), excluding stocks without voting rights, shall not exercise their voting rights on the excess stock.
The audit committee shall select a person to represent the committee by its resolution. In this case, the chairperson shall be an outside director.
If the number of outside directors falls short of the requirements for the audit committee stipulated in this Article due to reasons such as resignation or death of outside directors, the requirements shall be met at the first general meeting of stockholders convened after the cause has occurred.
Article 39-3 (Duties of Audit Committee, etc.)
The audit committee shall audit the Company's accounting and business.
If necessary, the audit committee may request the convening of the board of directors by writing the purpose of the meeting and the reason for convening it in writing and submitting it to the directors (If there is a convocator, it refers to the convocator. Hereinafter the same shall apply.)
If the director fails to convene the board of directors without delay even after making the request under Paragraph (2), the audit committee may convene the board of directors meeting.
The audit committee may request the convening of an extraordinary general meeting by submitting a document stating the purpose of the meeting and the reason for convening to the board of directors.
The audit committee may, when necessary to perform its duties, request the subsidiary to report its business. In this case, when the subsidiary fails to report without delay, or when it is necessary to confirm the details of the report, the subsidiary's business and property status may be investigated.
The audit committee shall select the Company's external auditors.
In addition to Paragraphs (1) to (6), the audit committee shall handle matters delegated by the board of directors.
The board of directors may not re-resolve the resolution of the audit committee.
The audit committee may seek expert assistance at the Company's expense.
Article 39-4 (Audit Report)
The audit committee shall write the conduct of the audit and the results in the audit report, and the member of the audit committee who conducted the audit shall sign or seal thereon.
Chapter 7 (Reckoning)
Article 40 (Business Year)
The business year of this Company shall be fr|om January 1 to December 31 of each year.
Article 41 (Preparation and Keeping of Financial Statement and Business Report, etc.)
The representative director of this Company shall prepare the following documents, their supplementary schedules and business report six weeks before the date of the ordinary general meeting of stockholders to receive audit of the audit committee, and submit the following documents and business report to the ordinary general meeting:
1. Balance sheet
2. Income statement
3.Other documents stipulated by the Enforcement Decree of the Commercial Act as indicating the financial position and management performance of the Company
If this Company is a company subject to the preparation of consolidated financial statements prescribed by the Enforcement Decree of the Commercial Act, the consolidated financial statements shall be included in each document in Paragraph (1).
The audit committee shall submit the audit report to the representative director by one week before the date of the ordinary general meeting of stockholders.
The representative director shall keep the documents under each subparagraph of Paragraph (1) and the audit report at the principal office for 5 years and a certified copy at the branch office for 3 years fr|om one week before the date of the ordinary general meeting of stockholders.
When the representative director has obtained approval of the general meeting of stockholders in regard to the documents under each subparagraph of Paragraph (1), he/she shall publish the balance sheet and the audit opinion of the external auditor without delay.
Article 41-2 (Appointment of External Auditor)
The company shall appoint an external auditor selected by the audit committee, and shall report the fact to the ordinary general meeting convened after the appointment, or notify or announce it to the stockholders as stipulated in the Enforcement Decree of the Act on External Audit of Corporations, etc.
Article 42 (Disposal of Profit)
The Company shall dispose of earned surplus before disposal at the end of each business year as follows:
1. Earned surplus reserve
2. Other legal reserve
3. Dividend
4. Optional reserve
5. Other appropriated retained earnings
Article 43 (Distribution of Profits)
Distribution of profits may be in cash, stocks, or other property.
The dividend pursuant to the Paragraph (1) shall be paid to stockholders or registered pledgees described on the stockholder’s list at the end of each settlement period.
Article 43-2 (Interim Dividend)
The company may set a fixed date by the board resolution only once during each business year and pay interim dividends to stockholders on that day in accordance with the relevant laws, such as the Commercial Act.
The interim dividend in Paragraph (1) shall be made by the board resolution, but the resolution shall be made within 45 days after the base date in Paragraph (1).
The interim dividend shall be limited to the amount of net assets on the balance sheet of previous settlement period fr|om which the amount of the followings is deducted:
1. Capital amount of previous settlement period
2. Total amount of capital reserve and earned surplus reserve accumulated until the previous settlement period
3. Unrealized profit as stipulated by the Enforcement Decree of the Commercial Act
4. The amount settled to be distributed as profits on the ordinary general meeting of stockholders of previous settlement period
5. Voluntary reserve accumulated for a specific purpose in accordance with the provisions of the Articles of Incorporation or the resolution of the general meeting of stockholders until the previous settlement period
6. Earned surplus reserve to be accumulated for the such settlement period in accordance with the interim dividend
In the case that the new stocks have been issued prior to the base date of Paragraph (1) after the opening date of business year (including cases of the capitalization of reserve fund, stock dividend, conversion claim of convertible bonds, and exercise of preemptive right of bond with warrant), in regard to the interim dividend, such new stocks shall be deemed issued at the end of previous business year.
Article 44 (Extinctive Prescription of Claim of Payment of Dividends)
The claim of payment of dividends shall complete its extinctive prescription if it is not exercised for 5 years.
Dividend caused by the completion of extinctive prescription pursuant to Paragraph (1) shall be vested in the Company.
Chapter 8 (Addenda)
Addenda
These Articles of Incorporation shall be enacted and implemented fr|om September 1, 2014.
Addenda
These Articles of Incorporation shall be amended and effective fr|om August 27, 2015. However, amendments to Article 29, Article 30-2, Article 32 (2), Article 37-2 (1) 2 and 3, Article 39-2, Article 39- 3 and Article 39-4, Article 41 (1) and (3), and Article 41-2 shall take effect fr|om the date of resolution of the next general meeting of stockholders convened for the first time after the enforcement of this Articles of Incorporation (A person who is appointed as an outside director at the next general meeting of stockholders shall be deemed to have been recommended by the Outside Director Candidate Recommendation Committee), and among the amendments, matters related to audit shall be governed by the previous provisions until the establishment of the "audit committee", and the "audit committee" among Article 41 (1), (3) and Article 41-2 shall be regarded as "auditor" until the date of the establishment of the audit committee.
Addenda
These Articles of Incorporation shall be amended and effective fr|om March 22, 2019, approved by the 5th ordinary general meeting of stockholders. However, the amendments to Articles 9, 11, 12, 14-3, and Article 16 shall come into effect on the day the Enforcement Decree of the Act on Electronic Registration of Stocks and Debentures goes into effect.
Addenda
These Articles of Incorporation shall be amended and effective fr|om March 26, 2021, approved by the 7th ordinary7 general meeting of stockholders.
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