Article 5 (Total Number of Shares To Be Issued)
The total number of shares to be issued by the Company shall be 20 million shares.
Article 6 (Total Number of Shares to Be Issued at the Time of Incorporation)
The total number of shares to be issued by the Company at the time of its incorporation shall be 200,000 shares (par value of KRW 500 per share).
Article 7 (Par Value per Share)
The par value per shares issued by the Company shall be KRW 500 per share.
Article 8 (Classes of Shares and Share Certificates)
① The classes of shares to be issued by the Company shall be common shares and class shares.
② The class shares to be issued by the Company shall be preferred shares with respect to dividend of profits or distribution of residual property, shares having no or restricted voting rights, redeemable shares, convertible shares, or shares combining all or part of the aforementioned.
Article 8-2 (Total Number and Contents of Class Shares)
① The class shares to be issued by the Company shall have no voting right, and the number of class shares to be issued shall be up to 25% of the common shares to be issued.
② The dividend on class shares shall be paid at the ratio determined based on their par value by the Board of Directors at the time of issuance.
③ In cases where the dividend ratio of common shares exceeds that of class shares, the additional dividend on class shares shall be declared by participating in the distribution of dividend at same ratio of dividend on common shares with respect to such excess.
④ If dividends on class shares for a fiscal year are not paid as prescribed above, such unpaid and accumulated amount shall be preferentially paid to the holders of class shares at the time of distribution of dividends for the following fiscal year.
⑤ If the resolution not to pay the prescribed dividends on class shares is adopted at a general meeting of shareholders, the class shares shall have voting rights from the time of the general meeting of shareholders following that wherein such resolution not to pay dividends on class shares is adopted to the end of the general meeting of shareholders wherein a resolution to pay dividends preferentially for such class shares is adopted.
⑥ In cases wherein the Company issues new shares for value or without consideration, then the new shares issued with respect to the class shares shall be common shares for issuance for value and shall be the shares of the same class for issuance without consideration.
⑦ Class shares shall have a duration of 5 years from the date of issuance, and they shall be converted into common shares upon the expiration of such period: Provided that, where the prescribed dividends have not been distributed during such period, the period shall be extended until the distributions are completed. In such cases, Article 11 (Record Date of Dividend Payout for New Shares) shall apply mutatis mutandis to non-profit dividends on shares to be issued due to the conversion.
Article 8-3 (Electronic Registration of Share, etc.)
When issuing stocks, etc. under subparagraph 1, Article 2 of the Act on Electronic Registration of Stocks, Bonds, etc., the Company shall electronically register stocks, etc. on the electronic register. : Provided that, the same shall not apply to stocks, etc. that the Company is not obliged to register under the laws and regulations.
Article 9 (Preemptive Right)
① The Company’s shareholders shall have the preemptive right to subscribe to new shares in proportion to their respective shareholding ratio.
② Notwithstanding the provision of Paragraph ①, in any of the following cases, the Company may issue new shares to a person other than a shareholder by a resolution of the Board of Directors
1. Where the Company issues new shares by public offering by a resolution of the Board of Directors pursuant to Article 165-6 of the Financial Investment Services and Capital Markets Act
2. Where the Company issues new shares not exceeding 20/100 of the total number of shares to be issued to members of the employee stock ownership association
3. Where the Company issues new shares through the exercise of stock options pursuant to Article 542-3 of the Commercial Act
4. Where the Company issues new shares for the issuance of depository receipts (DR) pursuant to Article 165-16 of the Financial Investment Services and Capital Markets Act
5. Where the Company issues new shares not exceeding 25/100 of the total number of shares to be issued to domestic and foreign financial institutions, institutional investors, and ordinary investors in order to raise funds urgently
6. Where the Company issues new shares not exceeding 25/100 of the total number of shares to be issued to other parties, such as foreign investors, domestic and foreign joint ventures or affiliates, etc., for the purpose of introduction of technology, research and development, capital partnership, etc. that are important for the business
7. Where the Company issues new shares through the exercise of employee stock options pursuant to Article 39 of the Framework Act on Labor Welfare
Article 9-2 (Retirement of Stock)
The Company may retire its treasury stock by a resolution of the Board of Directors.
Article 10 (Stock Options)
① The Company may grant stock options not exceeding 20/100 of the total number of shares to be issued by a special resolution of the general shareholders’ meeting: Provided that, the Company may grant stock options not exceeding 3/100 of the total number of shares to be issued by a resolution of the Board of Directors pursuant to Article 542-3(3) of the Commercial Act. In such cases, stock option may be granted in a manner linked to management performance, stock index, etc.
② If stock option is granted by a resolution of the Board of Directors under the proviso of Paragraph ①, approval of the shareholders’ meeting convened for the first time after the grant shall be obtained
③ Those eligible for stock option under Paragraph (1) shall be the Company’s directors, auditors, or employees who contribute—or have the capacity to contribute—to the Company’s incorporation, management, technological innovation, etc. and the directors, auditors, or employees of the relevant company prescribed by Article 30 ① of the Enforcement Decree of the Commercial Act: Provided that, the Company’s directors shall not be granted stock option by a resolution of the Board of Directors.
④ Notwithstanding the provisions of Paragraph ③, the largest shareholder and major shareholders and their specially related persons under Article 542-8 ② of the Commercial Act shall not be granted stock option: Provided that, the stock option may be granted to a person who falls under specially related persons by becoming an executive officer of the Company or a related company referred to in Paragraph ③ (including cases wherein the executive officer is a director or an auditor who is not engaged in regular businesses of the related company).
⑤ The number of shares covered by stock option granted to one executive officer or one employee of the Company shall not exceed 10/100 of the total number of shares to be issued.
⑥ The grant of stock option may be canceled by a resolution of the Board of Directors in any of the following cases
1. Where a person who is granted stock option voluntarily resigns or retires from office
2. Where a person who is granted stock option causes substantial damage to the Company in bad faith or due to negligence
3. Where the stock option may not be exercised due to the Company’s bankruptcy, etc.
4. Where any clause for cancellation set forth in the stock option agreement occurs.
⑦ The Company grants stock options in the following methods
1. A method of newly issuing common stocks (or class stocks) at the exercise price of the stock options
2. A method of issuing treasury stocks of common stocks (or class stocks) at the exercise price of the stock options
3. A method of issuing, in cash or treasury stocks, the difference between the exercise price of the stock options and the market price.
⑧ (8) A person who is granted stock option may exercise such within 5 years of the date when the person holds office or post for more than 2 years from the date of resolution under Paragraph ①: Provided that, where a person who dies, resigns, or retires due to causes not attributable to himself/herself within 2 years of the date of resolution under Paragraph ①, such person may exercise the stock option during the exercise period.
⑨ The provisions of Article 12 shall apply mutatis mutandis to the dividends on new stocks arising from the exercise of stock options.
Article 11 (Base Date for Calculation of Dividends for New Shares)
Where the Company issues new shares by capital increase for value, capital increase without consideration, and stock dividend, the new shares shall—with respect to the dividends on the new shares—be deemed to have been issued, accepted, and paid at the end of the fiscal year immediately preceding the fiscal year when the new shares are issued.
Article 12 (Issuance at Market Price)
The Company may, when issuing new shares, issue all or part of the new shares at a market price. In such cases, its issuance price shall be determined by a resolution of the Board of Directors.
Article 13 (Delay in Payment of Stocks)
A shareholder who delays the payment of stocks shall pay the Company a fine for negligence at a rate of 1/1,000 from the day following the payment due date until the payment is completed. Likewise, the shareholder shall indemnify the Company for any and all damages suffered as a result thereof.
Article 14 (Alteration of Entry)
① A shareholder who wants an alteration of entry in shares shall submit an application therefor, signed or sealed in the form prescribed by the Company together with the relevant share certificates.
② A shareholder acquiring shares due to causes other than transfer of shares by assignment shall, at the request of the Company, submit the relevant share certificates and documents proving the causes in addition to an application therefor under Paragraph ①.
Article 15 (Transfer Agent)
① The Company shall retain a transfer agent for shares.
② The transfer agent, its business office, and the scope of its duties shall be determined by a resolution of the Board of Directors.
③ The Company shall keep the Register of Shareholders or a copy thereof at the location of the transfer agent’s services and entrust the transfer agent to deal with any electronic registration of shares, management of the Register of Shareholders, and other related matters.
④ The procedures for handling such matters mentioned in Paragraph ③ shall be subject to the regulations for securities transfer agency of transfer agents.
Article 15-2 (Register of Shareholders)
The Register of Shareholders of the Company shall be prepared as an electronic document under Article 352-2 of the Commercial Act.
Article 17 (Registration of Pledge and Indication of Trust Property)
A party that requests, with respect to shares of the Company, to register pledge or indicate trust property shall submit an application therefor, signed or sealed by the party in the form prescribed by the Company together with the relevant share certificates. The same shall apply to any request to cancel the registration or indication.
Article 18 (Re-issuance of Share Certificates)
① A party that requests the Company to reissue share certificates due to causes such as split, consolidation, contamination, etc. shall submit an application therefor, signed or sealed by the party in the form prescribed by the Company together with the relevant share certificates.
② A party that requests the Company to reissue share certificates due to loss thereof shall submit an application therefor, signed or sealed by the party in the form prescribed by the Company together with an original copy or a certified copy of nullification judgment.
Article 19 (Fees)
A party that makes a request pursuant to Articles 17 through 18 shall pay the fees determined by the Company.
Article 20 (Closure of the Register of Shareholders and Record Date)
① The Company shall suspend entry of alterations in the register of shareholders with respect to the shareholders’ rights during the period January 1 to January 31 of each year.
② The Company shall deem the shareholders whose names appear in the register of shareholders on December 31 of each year to be the shareholders entitled to exercise their rights as shareholders at the general shareholders’ meeting.
③ In the case of convening an extraordinary general shareholders’ meeting or in any other necessary cases, the Company may suspend entry of alterations in the register of shareholders with respect to a shareholder’s rights for a certain period not exceeding 3 months by a resolution of the Board of Directors, or may authorize those who are recorded in the register of shareholders as of the date falling within 3 months—as set by a resolution of the Board of Directors—to exercise such rights. In such cases, where deemed necessary by the Board of Directors, the Company may suspend entry of alterations in the register of shareholders and designate the record date at the same time. Likewise, the Company shall serve a related public notice 2 weeks prior to the closure of the register of shareholders or the record date.