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Article 5. (Total Number of Authorized Shares)
The total number of shares which the Company is authorized to issue shall be One
Hundred Sixty Million (160,000,000) shares.
Article 6. (Par Value per share)
All shares issued by the Company shall have a par value of Five Thousand (5,000) Won each.
Article 7. (Total Number of shares to be Issued at the Time of Incorporation)
Deleted
Article 8. (Class of Shares)
The shares to be issued by the Company shall be common shares in registered form and
preferred shares in registered form.
Article 8-2. (Number and Contents of Preferred Shares)
1. The number of non-voting preferred shares shall be Twenty Million (20,000,000) Shares.
2. The dividend rate in respect of non-voting preferred shares shall be determined at a rate of not less than
1% which is based upon par value thereof by a resolution of the Board of Directors at the time of
issuance of the relevant preferred shares.
3. In case the dividend rate of common shares exceeds the dividend rate in respect of preferred shares,
the holders of preferred shares shall additionally participate in thedistribution of dividends at a rate equal
to such excess rate.
4. In case dividends are not distributed in respect of preferred shares in a fiscal year, the cumulative
unpaid dividends shall be distributed in priority in the following fiscal year. of preferred shares, the
holders thereof shall be entitled to exercise voting rights from and including the general meeting of
shareholders following the general meeting of shareholders at which such resolution is adopted until the
close of the general meeting of shareholders at which a resolution to pay preferably dividends is adopted.
6. In the case of rights issue or bonus issue, the allocation of new shares in respect of preferred shares
shall be common shares or shares of the same kind of bonus issue, respectively.
7. The existence period of preferred shares shall be determined by a resolution of the Board of Directors
within five to ten years from the issuance of such shares, and at the end of the period, preferred shares
shall be converted into common shares. If dividends are not paid during the period, the period shall be
extended until such dividends are paid. In such case, the provisions of Article 10 shall apply mutatis
mutandis to dividends of profit to shares to be issued as a result of conversion.
Article 9. (Pre-emptive Rights)
1. New shares to be issued by the Company shall be allocated to the shareholders in proportion to their
2. Notwithstanding the provisions of Paragraph (1), new shares may be allocated by the resolution of the
Board of Directors to persons other than shareholders in each of the following cases:
① If the shareholders relinquish their preemptive rights to purchase new shares;
② If the Company issues new shares not exceeding 30 per cent of the total number of existing shares
through a public offering;
③ If the Company allocates new shares preferentially to the members of the Employee Stock Ownership
Association in accordance with Article 165-7 of the Capital Market and Financial Investment Business Act; (Act Mar. 13. 2009)
④ If the Company issues new shares for the issuance of depositary receipts in accordance with Article
165-16 of the Capital Market and Financial Investment Business Act; (Act Mar. 13. 2009)
⑤ If the Company issues new shares in consideration for capital contribution in kind;
⑥ If the Company issues new shares upon exercise of the stock option pursuant to Article
340-2 and 542-3 of the Commercial Act; (Act Mar. 13. 2009)
⑦ If the Company issues new shares not exceeding 30 per cent of the total number of existing shares to
financial institutions or investing institutions in consideration for emergency financing; or
⑧ If the Company issues new shares not exceeding 30 per cent of the total number of existing shares to a
business partner for introduction of important technology, research & development, manufacturing, sales
and capital affiliation
3. In the event that any shareholder loses his or her preemptive right and there are any fractional shares,
such matters shall be determined by a resolution of the Board of Directors.
Article 9-2. (Stock Option)
1. Pursuant to a special resolution of the general meeting of shareholders, the Company may grant, subject
to the limit of 15 per cent of the total shares issued and outstanding, to its executives and employees
(including executives and employees of an affiliate of the company under Article 9 of the Enforcement Decree
of the Commercial Act, and the same shall apply hereinafter) a stock option prescribed by Article 340-2
and 542-3 of the Commercial Act; provided, however, that the stock options may be granted by a resolution
of the board of directors, to the extent not exceeding 1 per cent of the total shares issued and outstanding.
In case of the foregoing, the Company should get approval from the first general meeting of shareholders
which is summoned after the grant of stock options. Stock options granted by the general meeting
of shareholders or the Board of Directors may be performance-linked, such that the stock options are linked to management goals, market indices or etc. (Act Mar. 13. 2009)
2. The executives and employees of the Company to receive the stock options shall be those who have contributed, or have the ability to contribute, to the Company with respect to the establishment and management, overseas business or technological innovations thereof; provided, however, that the persons who fall under any of the following shall be excluded. However, that the foregoing shall not be applied to a person who becomes a speciallyrelated person (meaning a person under Article 13-4 of the Enforcement Decree of the Commercial Act, and the same shall apply hereinafter) by becoming an executive of the Company (including a non-full time executive of a subsidiary of the Company). (Act Mar. 13. 2009)
① the largest shareholder (as defined in Article 542-8(2)(5) of the Commercial Act, and the same shall
apply hereinafter ) or its specially related person; (Act Mar. 13. 2009)
② a major shareholder (as defined in the provisions of Article 542-8(2)(6) of the Commercial Act,
and the same shall apply hereinafter) or its specially related person; (Act Mar. 13. 2009)
③ any person who becomes a major shareholder by exercise of his stock option;
3. The shares (which shall mean, in respect of cash distributions of the difference between the exercise
price of the stock option and the market price of such share, the shares which shall be the basis of the
calculation of such difference) to be delivered pursuant to the exercise of the stock option shall either be
registered common shares or registered preferred shares.
4. The stock option shall not be granted, at the same time, to officers and all employees working for the
Company, and the total number of options which may be granted to a single officer or employee shall
nnot exceed 10% of the total number of issued and outstanding shares.
5. The price per share upon the exercise of a stock option shall be no less than the following prices;
the foregoing shall apply to the adjustment in the price at which the
stock option is exercised after such
option is granted:
① In the case that new shares are issued and delivered, the higher of the following prices:
a. the face price of the share at the date of granting stock options under the provisions of Article
340-3(2)(3) of the Commercial Act ; (Act Mar. 13. 2009)and
b. the par value of the share.
② In transference of the treasury stocks, the face price of the share at the date of granting
stock options
under the provisions of Article 340-3(2)(3) of the Commercial Act; (Act Mar. 13. 2009)
6. Stock options may be exercised within 2 years from the third anniversary of the date of the resolution of
the general meeting of shareholders by which such options
were granted.
7. A grant of stock options may be canceled pursuant to a resolution of the Board of Directors in any
of the following cases:
① if the executive or employee who received stock options retires or resigns at his/her own volition;
② if the executive or employee who received stock options has caused material loss or damage to the
Company either by willful misconduct or negligence;
③ if the Company is not able to comply with or honor the exercise of stock options, due
to it's bankruptcy or dissolution; or
④ upon the occurrence of any other causes for cancellation prescribed by any agreement between the
Company and the relevant officer or employee regarding the
granting of the stock option.
8. Any person who is granted a stock option may exercise the option after he works for the Company for
at least two years from the date when the resolution under Paragraph (1) above is made; provided,
however, that the foregoing shall not apply to a
person who is retired or resigns for cause not attributable
to the fault of such person such as death and retirement or resignation under the age limit.
9. The provisions of Article 10 shall apply, mutatis mutandis, to the profit dividend in respect of new
shares issued by the exercise of stock options.
Article 10. (Date Measurement of Dividends for New Shares)
In case that the Company issues new shares by rights issue, bonus issue or stock
dividend, the new shares shall be deemed to have been issued at the end of the fiscal
year immediately preceding the fiscal year in which the new shares are issued.
Article 11. (Kind of Share Certificate)
Share certificate of the Company shall be issued in eight (8) 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) share(s) per certificate.
Article 12. (Transfer of Shares)
1. The Company may have a transfer agent for shares.
2. Such a transfer agent, the place of business, and the scope of its agency
business shall be decided
by the resolution of the Board of Directors.
3. The Company shall keep the shareholder registry or the duplicate thereof at the
office of the transfer agent
and let the transfer agent handle the transfer of registration
and the registration of creation or cancellation
of the pledge, the representation or
cancellation of property trusted, the issuance of share certificates,
the receipt of reports and other activities related thereto.
4. The procedures to implement the provisions of Paragraph (3) shall follow the
Regulations on Transfer
Agency Activities and more of Transfer Agents.
Article 13. (Report of Address, Name and Seal of Shareholders and Others)
1. Shareholders and registered pledgees should report their names and seals to
the
Company or the transfer agent described in Article 12.
2. Shareholders and registered pledgees who reside in a foreign country shall
designate and report the
place and agent in Korea to which notices can be made.
3. The same shall apply in case of any changes to the matters in Paragraphs (1) and (2).
Articles 14. (Closing of Shareholders' Register and Record Date)
1. The Company shall suspend any entry into or modification of the Shareholders' Register of any share
rights from January 1 to January 31 of every year.
2. The Company shall let the shareholder who is registered in the Shareholders' Register as of the last day
of each financial period exercise his rights thereof at the
ordinary general meeting of shareholders
regarding the relevant financial period.
3. The Company may, in case of extraordinary general meeting of shareholders or if necessary for whatever
reasons, close the Shareholders' Register for a certain period
not exceeding three (3) months by giving
at least two (2) weeks' prior public notice, or
set the record date by resolution of the Board of Directors;
provided, however, that if
the Board of Directors deems necessary, the Company may close the Shareholders'
Register and set the record date simultaneously. |
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