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Articles of Association

Fair principles,
sustainable tomorrow
Fair Principles, Sustainable Tomorrow.

Daehan Nupharm’s Articles of Incorporation define the company’s founding purpose, organizational structure, shareholders’ rights, board operations, accounting, dividends, and other essential regulations for corporate governance. The Articles serve as a standard for transparent and stable management, and are continuously amended through shareholder resolutions to reflect changes in laws and the business environment — ensuring effective adaptation to evolving regulations. The Articles of Incorporation safeguard the rights of shareholders and stakeholders, forming the foundation for sustainable corporate management.

At its core lies our belief in “human-centered values, trust-based promises, and a commitment to building a fair future together.”

Daehan Nupharm Articles of Association
Chapter 1
General Provisions
Article 1 (Trade Name) ① The Company shall be referred to as “Daehan Nupharm Co., Ltd.” ② The Company shall be written in English as “Daehan Nupharm Co., Ltd.” Article 2 (Purpose) The Purpose of the Company is to manage the following businesses. 1. Manufacture of animal medicaments 2. Sales and renting of real estate 3. Wholesale (animal feeds) 4. Refrigerated warehousing 5. Services 6. Manufacture and sale of pharmaceutical and chemical goods 7. Manufacture and sale of food, edible products, health food, etc. 8. Manufacture of food additive products 9. Manufacture and sale of cosmetics and synthetic detergents 10. Domestic and international trade and trade agencies 11. Wholesale of animal medicaments and pharmaceuticals 12. Electronic commerce via Internet and Internet related business 13. Manufacture and sale of rodenticide, insecticide, deodorizer, etc. 14. Manufacture and sale of quasi-drug, pharmaceutical goods, and other prepared food 15. Manufacture and sale of nonalcoholic beverages and other prepared food 16. Biotechnology-related business 17. Manufacture and sale of animal quasi-drug, medical equipment and sanitary ware 18. Investment business for resource development and foreign resource development 19. Research, experimental development and production of bio-medicaments 20. Bio-medicament material business (reagent, consumables) 21. Consulting business on bio-medicament development 23. Export and import of bio-medicaments 24. Investment and consultancy on bio-medicaments 25. Warehousing, sale and supply of human cells 26. Export and import of medical appliances 27. Consignment and processing 28. Manufacture and sale of health foods 29. Manufacture and sale of pet goods 30. Retail sale via mail order houses 31. Other business incidental to any of subparagraphs stated above Article 3 (Location of Head Office) ① The head office of the Company shall be located in Hwaseong-si, Gyeonggi-do. ② The Company may establish a branch, a local office, an office, and a local corporation at home and abroad as per a resolution of the Board of Directors, whenever necessary. Article 4 (Method of Giving Public Notice) Public notices by the Company shall be served through its website (www.dhnp.co.kr): Provided that, where such public notice via website is not available due to a computer problem or other unavoidable causes, a public notice shall be served through publication in the Maeil Business Newspaper, a daily newspaper of general circulation published in Seoul, Republic of Korea
Chapter 2
Shares
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.
Chapter 3
Bonds
Article 21 (Issuance of Convertible Bonds) ① The Company may issue convertible bonds to a person other than a shareholder by a resolution of the Board of Directors in any of the following cases 1. Where the Company issues, through public offering, convertible bonds whose total sum of par values does not exceed KRW 50 billion; 2. Where the Company issues convertible bonds whose total sum of par values does not exceed KRW 50 billion to domestic and foreign financial institutions, institutional investors, and ordinary investors in order to raise funds urgently; 3. Where the Company issues convertible bonds whose total sum of par values does not exceed KRW 50 billion to other parties for the purpose of introduction of technology, research and development, partnership for production, sales or capital, business diversification, overseas expansion, smooth financing, strategic alliance, etc., which are important for the business. ② With respect to the convertible bonds set forth in Paragraph (1), the Board of Directors may issue such bonds on condition that the subscriber may have the right to conversion on only a part of such bonds. ③ The shares to be issued as a result of conversion shall be common shares, and the applicable conversion price shall be equal to or higher than the par value of such shares as determined by the Board of Directors at the time of issuance of such bonds. ④ The period during which a request for conversion may be made shall begin on the day after 3 months have lapsed from the date of issuance thereof and end on the day immediately preceding the redemption date thereof: Provided that, where the bonds are issued by a method other than public offering, a request for conversion shall be made during a period from the date when 1 year has lapsed after the bonds are issued to the date immediately preceding the redemption date thereof. ⑤ The provisions of Article 11 (Base Date for Calculation of Dividends for New Shares) shall apply mutatis mutandis to the dividends on new shares to be issued as a result of conversion and payment of interest on such convertible bonds. Article 22 (Issuance of Bonds with Warrants) ① The Company may issue bonds with warrants to a person other than a shareholder by a resolution of the Board of Directors in any of the following cases 1. Where the Company issues, through public offering, bonds with warrants whose total sum of par values does not exceed KRW 50 billion; 2. Where the Company issues bonds with warrants whose total sum of par values does not exceed KRW 50 billion to domestic and foreign financial institutions, institutional investors, and ordinary investors in order to raise funds urgently; 3. Where the Company issues bonds with warrants whose total sum of par values does not exceed KRW 50 billion to other parties for the purpose of introduction of technology, research and development, partnership for production, sales or capital, business diversification, overseas expansion, smooth financing, strategic alliance, etc., which are important for the business. ② The amount for which a person may claim new shares shall be determined by the Board of Directors within the scope not exceeding the total sum of par values of the bonds. ③ The shares to be issued as a result of the exercise of warrants shall be registered common shares, and the applicable issuance price shall be equal to the par value thereof or shall be determined by the Board of Directors at the time of issuance of such bonds at a price higher than the par value thereof. ④ The period during which the warrants may be exercised shall begin on the day after 3 months have lapsed from the date of issuance thereof and end on the day immediately preceding the redemption date thereof: Provided that, where the bonds are issued by a method other than public offering, a request for conversion shall be made during a period from the date when 1 year has lapsed after the bonds are issued to the date immediately preceding the redemption date thereof. ⑤ The provisions of Article 12 (Base Date for Calculation of Dividends for New Shares) shall apply mutatis mutandis to the dividends on new shares to be issued as a result of the exercise of bonds with warrants. Article 23 (Mutatis Mutandis Application of Provisions for Bond Issuance) The provisions of Articles 14 (Alteration of Entry) and 15 (Transfer Agent) shall apply mutatis mutandis to the issuance of bonds.
Chapter 4
General Meeting of Shareholders
Article 24 (Convening of Meeting) ① General meetings of shareholders of the Company shall be ordinary and extraordinary general meetings of shareholders. ② Ordinary general meetings of shareholders shall be convened within 3 months of the base date under Article 20 ②, and extraordinary general meetings of shareholders shall be convened as necessary. Article 25 (Persons Authorized to Convene) ① Unless otherwise provided in the relevant laws and regulations, the general meeting of shareholders shall be convened by the Representative Director by a resolution of the Board of Directors. ② In the absence of the Representative Director or if he/she is unable to execute his/her duties, the provisions of Article 40 (Duties of Directors) herein shall apply mutatis mutandis. Article 26 (Notice and Public Notice of Convening of General Meeting of Shareholders) ① In convening a general meeting of shareholders, a notice thereof either in written or electronic form, which sets forth the time, date, place, and agenda of the meeting, shall be sent to each shareholder at least 2 weeks prior to the date of the meeting: Provided that, where such notice has continued to fail to arrive at the address of a shareholder in the Register of Shareholders for 3 years, the Company may not notify such shareholder of the convocation of meeting. ② The notice to shareholders holding not more than 1/100 of the total number of issued and outstanding shares with voting rights may be replaced by public notices made at least twice in the Maeil Business Newspaper and the Korea Economic Daily, circulated in Seoul 2 weeks prior to the meeting or through a disclosure at the Data Analysis, Retrieval, and Transfer System operated by the Financial Supervisory Service or the Korea Exchange. The public notice shall state that the general meeting of shareholders will be held and shall include the agenda of the meeting. ③ In case of a notice under Paragraph ① or a public notice under Paragraph ② made by the Company, where the purpose of the meeting is to appoint directors and auditors, information such as name, personal record, etc. of candidates for such director and auditor—as stipulated by Article 542-4 (2) of the Commercial Act—shall be included in such notice or public notice. ④ Where the Company serves notice or public notice of the convocation of meetings of general shareholders in accordance with Paragraphs ① and ②, matters to be noted for the management of the Company, etc. as prescribed by Article 542-4(2) of the Commercial Act shall be notified or publicly notified. In such cases, the notice and public notice may be substituted by posting the matters, etc., in the information communication network and keeping them in the head office and branch of the Company, transfer agent, Financial Service Commission, Korea Financial Investment Association, etc. Article 27 (Place of Meeting) The general meeting of shareholders shall be held at the place where the head office is located or other places adjacent thereto as deemed necessary. Article 28 (Chairperson) ① The Representative Director shall preside over the general meetings of shareholders as chairperson. ② In the absence of the Representative Director or if he/she is unable to execute his/her duties, the provisions of Article 40 (Duties of Directors) shall apply mutatis mutandis. Article 29 (Chairperson’s Authority to Maintain Order) ① The chairperson of the general meeting of shareholders may order the suspension or cancellation of statements, or removal of a person who deliberately speaks or behaves in a manner that disrupts the proceedings of the meeting. For his/her part, the person so ordered shall obey the order. ② The chairperson of the general meeting of shareholders may limit the length and frequency of statements made by a shareholder whenever deemed necessary to facilitate the smooth proceedings of the meeting. Article 30 (Voting Rights) Each shareholder shall have one vote for each share owned. Article 31 (Limitation on Voting Rights of Cross-Held Shares) Where the Company, its parent company and subsidiary, or its subsidiary holds shares exceeding 1/10 of the total number of shares in a third company, the shares of the Company held by the third company shall have no voting rights. Article 32 (Exercise of Voting Rights in Disunity) ① A shareholder holding 2 or more voting rights may exercise such voting rights in disunity. In such cases, the shareholder shall notify, in written or electronic form, the Company of such intention and reasons therefor 3 days before the date of the general meeting of shareholders. ② The Company may refuse to allow a shareholder to exercise his/her voting rights in disunity: Provided that, the same shall not apply where the shareholder holds shares in trust or on behalf of a third party. Article 33 (Exercise of Vote by Proxy) ① A shareholder may exercise his/her vote by proxy. ② The proxy as stipulated by Paragraph (1) shall present appropriate documents evidencing his/her power of representation (power of attorney) before the opening of the general meeting of shareholders. Article 34 (Method of Resolution at General Meeting of Shareholders) ① Unless otherwise provided in the relevant laws or these Articles of Incorporation, all resolutions of general meetings of shareholders shall be adopted by the affirmative vote of majority of the attending shareholders who constitute the majority of those in the register of shareholders: Provided that, such votes shall represent at least 1/4 of the total number of shares to be issued. ② A chairperson may exercise his/her own voting rights as a shareholder. Article 35 (Matters to be Resolved at General Meeting of Shareholders) The following matters shall be resolved at a general meeting of shareholders: 1. Approval of budget and business plan for each fiscal year; 2. Approval of statement of accounts; 3. Election and dismissal of executive officers; 4. Matters concerning disposition of surplus; 5. Matters concerning disposition of deficits; 6. Matters concerning remuneration and severance pay of executive officers; 7. Other matters deemed necessary by a chairperson of general meeting of shareholders Article 36 (Minutes of General Meeting of Shareholders) ① The substance of the general meeting of shareholders shall be recorded in the minutes. ② The minutes shall record the proceedings and results of the general meeting of shareholders and bear the names and seals or signatures of the chairperson and directors present at the meeting, and they shall be kept at the head office and branches.
Chapter 5
Directors, Board of Directors, and Representative Director
Section 1 Directors Article 37 (Number of Directors) The directors of the Company shall be at least 3 but not more than 5, and the number of outside directors shall be at least 1/4 of the total number of directors. Article 38 (Appointment of Directors) ① Directors shall be appointed at a general meeting of shareholders. ② A resolution for the appointment of directors shall be passed by the affirmative vote of majority of the attending directors who constitute the majority of the directors in office at the Board of Directors: Provided That, such votes shall represent at least 1/4 of the total number of shares to be issued. ③ In cases where 2 or more directors are appointed, the cumulative voting stipulated by Article 542-7 of the Commercial Act shall not apply. Article 39 (Term of Directors) ① The term of inside directors shall be until the closing of an ordinary general meeting of shareholders convened with respect to the last period for the settlement of accounts within 3 years of taking office. The term of an outside director shall be until the closing of an ordinary general meeting of shareholders convened with respect to the last period for the settlement of accounts within 2 years of taking office: Provided that, the term shall be extended until the closing of an ordinary general meeting of shareholders convened with respect to the last period for the settlement of accounts falling under the term, where the term expires after the end of said last period for the settlement of accounts but before the closing of the general shareholders’ meeting. ② Where the number of directors remaining in office becomes less than the minimum number prescribed by laws or by the articles of incorporation, a director shall be appointed at the general meeting of shareholders: Provided that, the same shall not apply where the number of directors remaining in office does not become less than the number prescribed by Article 37 (Number of Directors) and the administration of business is not disrupted. ③ The term of director who is appointed to fill a vacancy shall be the remainder of the term of his/her predecessor. Article 40 (Duties of Directors) The vice presidents, senior managing directors, managing directors, and directors shall assist the representative director and shall fulfill their respective responsibilities as determined by the Board of Directors. In the absence of the representative director, a vice president, a senior managing director, a managing director, and a director shall take his/her place in the foregoing order of priority. Article 41 (Obligations of Directors) ① A director shall faithfully perform his/her duties in the interest of the Company in compliance with the laws and regulations and these Articles of Incorporation. ② A director shall exercise due care in the performance of his/her duties in the interest of the Company. ③ The Company’s employees such as director, etc. shall not use—or have a third party use—the trade secrets of the Company as obtained during their terms of office. ④ A director who becomes aware of any fact that is likely to cause substantial losses to the Company shall immediately notify an auditor accordingly. Article 42 (Remuneration and Severance Pay of Directors) ① The remuneration of directors shall be determined by a resolution at the general meeting of shareholders. ② The agenda item to determine the remuneration of auditors shall be resolved separately from that to determine the remuneration of directors. ③ The severance pay for directors shall be paid in accordance with the Rules on Severance Pay for Executive Officers, adopted by a resolution at the general meeting of shareholders. Section 2 Board of Directors Article 43 (Composition and Convening of the Board of Directors) ① The Board of Directors shall consist of directors and resolve important matters of the Company. ② The chairman or any other director designated by the Board of Directors, if any, shall convene the Board of Directors by notifying all directors and auditors at least 3 days prior to the date of the meeting: Provided, that where all directors and auditors consent unanimously, the procedure for convening the Board of Directors may be omitted. Article 44 (Method of Resolution by the Board of Directors) ① A resolution of the Board of Directors shall be adopted by the affirmative vote of the majority of the attending directors who constitute the majority of the directors in office at the Board of Directors. ② The Board of Directors may allow all or some of the directors to take part in the adoption of a resolution without being physically present at the Board of Directors’ meeting by means of a communications system that enables the simultaneous transmission and receipt of video and sounds of all directors. In such case, the relevant directors shall be deemed present at the Board of Directors’ meeting. ③ No person with special interests in a resolution by the Board of Directors shall exercise voting rights. Article 45 (Matters to be Resolved at the Board of Directors) 1. Managerial objective, budget, financing plan, and operation plan 2. Acquisition and disposal of fundamental property 3. Matters concerning approval of transfer and acquisition of investments 4. Matters concerning capital increase and allotment of new shares 5. Plan for borrowing and redeeming long-term loans 6. Establishment of security, mortgage or pledge right in assets of the Company 7. Establishment and guarantee of bank credit line 8. Undertaking or spending of capital expenditure 9. Matters concerning payment of wage and royalty to be paid to researchers 10. Matters concerning investments by item to be researched 11. All matters concerning promotion of business for items developed 12. Acquisition of stocks or stake in other company 13. Institution and settlement of main lawsuits 14. Approval of conclusion, revision, or cancellation of contract with a shareholder, a director, or an executive officer of the Company or any related person or organization 15. Lending to a third party 16. Designation of corporate lawyer and/or advisory accounting firm 17. Matters prescribed by these Articles of Incorporation, to be resolved by the Board of Directors 18. Other matters deemed necessary by the representative director Article 46 (Minutes of the Board of Directors) ① The substance of the proceedings of the Board of Directors shall be recorded in the minutes. ② The agenda items, proceedings, result thereof, name of directors objecting thereto, and reasons therefor shall be described in the minutes, where the names and seals of all directors present shall be affixed or which shall be signed by such directors. Section 3 Representative Directors Article 47 (Number of Representative Directors) The Company may appoint the representative director and, if necessary, one or more vice presidents, senior managing directors, and managing directors. Article 48 (Appointment of Representative Directors) The representative director of Company shall be appointed by the Board of Directors, and several representative directors, where appointed, shall represent the Company jointly and severally. Article 49 (Duties of Representative Directors) ①The representative director shall represent the Company and direct its overall operation. ②In the absence or vacancy of the representative director, he/she shall be deputized in the order stipulated by the Rules of the Board of Directors, or a person separately determined by the Board of Directors shall take his/her place.
Chapter 6
Auditors
Article 50 (Number of Auditors) The Company may have 1 or 2 auditors. Article 51 (Appointment and Dismissal of Auditors) ① An auditor shall be appointed and dismissed at the general meeting of shareholders. ② A resolution for the appointment of auditors shall be passed by the affirmative vote of majority of the attending shareholders who constitute the majority of those in the register of shareholders: Provided that, such votes shall represent at least 1/4 of the total number of shares to be issued: Provided that, where voting rights can be exercised electronically pursuant to Article 368-4 (1) of the Commercial Act, the appointment of an auditor may be resolved based on majority of the voting rights of the attending shareholders who constitute the majority of those in the register of shareholders. ③ The agenda item to appoint or dismiss auditors shall be submitted and resolved separately from that to appoint or dismiss directors. ④ A resolution for the dismissal of auditors shall be passed by the affirmative vote of at least 2/3 of the attending shareholders who constitute the majority of those in the register of shareholders: Provided that, such votes shall represent at least 1/3 of the total number of shares to be issued: ⑤ In the appointment or dismissal of an auditor under Paragraphs ③ and ④, shareholders (in case of the largest shareholder, the number of shares with voting rights owned by the following shall be added up: a specially related person; the largest shareholder or a person who owns the shares by calculating those of his/her specially related person; or a person who delegates voting rights to the specially related person) with shares in excess of 3/100 of the total number of shares to be issued with voting rights shall not exercise voting rights on the excessive shares. Article 52 (Term of Auditors and By-Election) ① The term of auditors shall be until the closing of an ordinary general meeting of shareholders convened with respect to the last period for the settlement of accounts within 3 years of taking office. ② Where there is a vacancy in the auditors, an auditor shall be appointed at a general meeting of shareholders: Provided that, the same shall not apply where the number of auditors remaining in office does not become less than the number prescribed by Article 50 (Number of Auditors) and the administration of business is not disrupted. Article 53 (Duties and Obligations of Auditors) ① The auditors shall audit the accounts and businesses of the Company. ② The auditors may require the Board of Directors to convene an extraordinary general meeting of shareholders by submitting a document stating the agenda of and reasons for convening the meeting. ③ The auditors may attend the Board of Directors and state their opinion. ④ The provisions of Article 40 (Duties of Directors) herein shall apply mutatis mutandis to the auditors. ⑤ The auditors may request experts’ assistance at the expense of the Company. ⑥ The auditors may submit to a director (or a person authorized to convene, if any) a document stating the purpose of and reason for convening the meeting in order to request the convocation of the Board of Directors. ⑦ Where a director fails to convene the Board of Directors without delay, notwithstanding the request under Paragraph ⑥, the requesting auditor may convene the Board of Directors. Article 54 (Audit Records) The auditors shall prepare the audit records on their audit activities, and the audit records shall contain the audit procedures performed, findings of the audit, etc. Likewise, the auditors who have performed the audit shall affix their names and seals or signatures on the audit records. Article 55 (Remuneration and Severance Pay of Auditors) The provisions of Article 42 (Remuneration and Severance Pay of Directors) herein shall apply mutatis mutandis to the remuneration and severance pay of auditors. Article 56 (Corporate Lawyer and/or Advisory Accountant) The Company may appoint corporate lawyers and/or advisory accountants by a resolution of the Board of Directors.
Chapter 7
Accounting
Article 57 (Fiscal Year) The fiscal year of the Company shall commence on January 1 and end on December 31 of each year. Article 58 (Preparation of Financial Statements, etc.) ① The representative director (president) shall prepare each document stipulated by Articles 477 and 447-2 of the Commercial Act and obtain approval from the Board of Directors. ② The representative director (president) shall submit the documents referred to in Paragraph ① to the auditor 6 weeks before the ordinary general meeting of shareholders. ③ The auditor shall submit an audit report to the representative director (president) at least 1 week before the ordinary general meeting of shareholders. ④ The representative director (president) shall keep the documents under Paragraph ① and audit report at the head office for 5 years and certified copies thereof at branches for 3 years beginning 1 week before the ordinary general meeting of shareholders. ⑤ The representative director (president) shall submit the documents under Article 447 of the Commercial Act to the ordinary general meeting of shareholders for approval, and submit the documents under Article 447-2 of the same Act to the ordinary general meeting of shareholders for reporting. ⑥ Where an external auditor states his/her opinion that each document under Article 447 of the Commercial Act properly indicates the financial standing and management performance of the Company under the laws and regulations and these Articles of Incorporation and all auditors agree thereon, the Company may approve such document by a resolution of the Board of Directors, notwithstanding Paragraph ⑤. ⑦ The contents of documents approved pursuant to Paragraph ⑥ shall be reported to the general meeting of shareholders. ⑧ Upon obtaining approval pursuant to Paragraphs ⑤ or ⑥, the representative director (president) shall publicly announce the balance sheet and the audit opinion of external auditors without delay. Article 58-1 (Preparation of Financial Statements) ① A director shall, in each settlement period, prepare the following documents and schedules supplementary thereto and obtain approval from the Board of Directors 1. Balance sheet 2. Income statement 3. Other documents prescribed by the Presidential Decree as indicative of the financial standing and management performance of the Company. Article 58-2 (Preparation of Business Report) ① In each settlement period, directors shall prepare a business report for approval by the Board of Directors. ② A business report shall include important matters concerning the business prescribed by the Presidential Decree. Article 59 (Appointment of External Auditors) With respect to the appointment of external auditors, an auditor shall appoint an external auditor following approval by the Auditor Appointment Committee pursuant to the Act on External Audit of Stock Companies. Likewise, the Company shall report such fact at the first ordinary general meeting of shareholders held after appointing the external auditor or notify/publicly announce such fact to shareholders. Article 60 (Classification of Earnings) The Company shall dispose of unappropriated retained earnings of each fiscal year as follows 1. Earned surplus reserves 2. Statutory reserves 3. Dividends 4. Optional reserves 5. Appropriation of retained earnings Article 61 (Dividends) ① Dividends may be paid in either cash or property other than cash. ② When issuing shares for dividends, the Company may issue class shares corresponding to such types. ③ Dividends under Paragraph (1) shall be paid to the shareholders recorded in the register of shareholders or to the pledgees registered as of the end of each period of settlement. ④ Dividends shall be determined by a resolution of the ordinary meeting of shareholders: Provided that, where the Board of Directors approves the financial statements under Article 58(6), the dividends shall be determined by a resolution of the Board of Directors. ⑤ Where a claim for payment of money has not been exercised for 5 years, the statute of limitations therefor shall expire, in which case the dividends shall be vested in the Company. ⑥ The Company shall pay dividends on a specified date set by a resolution of the Board of Directors to the shareholders on such date only once during a fiscal year.
Addenda
Addenda
Article 1 (Detailed Regulations and Internal Rules) The Company shall resolve and enforce the provisions required for business promotion and management. Article 2 (Matters Not Prescribed) Matters other than those prescribed by these Articles of Incorporation shall be governed by a resolution of the general meeting of shareholders, Commercial Act, and other laws and regulations. Article 3 (Initial Fiscal Year) The initial fiscal year of the Company shall be from the date of establishment to December 31 of the same year. Article 4 (Applicability to Appointment of Auditors) The amended provisions of Articles 50 ③ and ⑤ (limited to the part related to appointment) shall apply from auditors appointed on or after the date when these Articles of Incorporation enter into force. Article 5 (Applicability to Dismissal of Auditors) The amended provisions of Articles 50 ④ and ⑤ (limited to the part related to dismissal) shall also apply to the dismissal of auditors appointed pursuant to the existing provisions at the time these Articles of Incorporation enter into force. These Articles of Incorporation shall enter into force on March 20, 2025.
Daehan Nupharm Articles of Association
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Article 1 (Purpose)
These Terms and Conditions are intended to define the terms of use, rights, obligations, and responsibilities between Daehan Nupharm Co., Ltd. (hereinafter the “Company”) and users regarding all websites operated by the Company (hereinafter the “Site”) and any online contents provided through the Site (hereinafter the “Contents”).
Article 2 (Effect and Amendment of the Terms)
1. These Terms shall apply to all users (including job applicants) who wish to use the Site and its Contents, as stated at the bottom of the Site.
2. Users who access the Site or register by giving consent shall be deemed to have agreed to these Terms.
3. The Company may amend these Terms to the extent that such changes do not violate relevant laws including the Act on the Regulation of Terms and Conditions. Any amended Terms shall take effect upon notice through the Site.
4. Continued use of the Site or the Contents after such notice shall be deemed acceptance of the revised Terms.
Article 3 (Matters Not Specified in the Terms)
Any matters not specified herein shall be governed by relevant laws and regulations.
Article 4 (Obligations)
Obligations of the Company
The Site shall maintain the confidentiality of users’ personal information and use it solely for purposes within the Site, such as improving and operating services or providing new information. It shall not be transferred to any third party for any other purpose. (However, exceptions shall be made where disclosure is legally required—for example, upon a lawful request by investigative authorities or the Korea Communications Standards Commission.)

Obligations of Users and Job Applicants
1. Users must comply with these Terms, applicable laws, and all notices posted on the Site.
2. Users may not engage in profit-seeking activities using the information or Contents without prior consent from the Company. That is, information or Contents obtained from the Site may not be reproduced, modified, published, or broadcast without the Company’s prior approval.
3. Users must not alter or distribute information or Contents provided by the Site in any manner that violates public order or decency
4. Users must not infringe any intellectual property rights, including copyrights, without the Company’s consent, nor harm the reputation of the Site or third parties, or interfere with their business.
Article 5 (Service Availability)
The Site shall, in principle, be available year-round without interruption, except in cases of business or technical difficulties or other unavoidable circumstances. However, the Company may partially or fully restrict service when necessary—such as for maintenance, system failure, or service overload caused by force majeure.
Article 6 (Provision, Restriction, and Suspension of Information)
1. The administrator may, in the course of operating the Site, provide various information through channels other than the Site itself.
2. The Company may restrict or suspend service when it becomes impossible to continue providing it.
Article 7 (Disclaimer)
1. The Company shall not be liable for any failure to operate the Site or provide Contents due to policy changes, special circumstances, or force majeure.
2. The Company shall not be liable for any service interruptions or restrictions arising from causes attributable to the user.
3. The Company shall not be responsible for information posted by users; all responsibility lies with the user.
4. The Company shall not be liable for any disputes or issues between users and third parties arising through the Site.
5. The Company shall not be liable for any damages caused by the intentional acts or negligence of users or visitors arising from the Site or its Contents.
6. The Company shall not be responsible for users’ failure to gain expected benefits from the service, or for any damages resulting from their choice or use of service materials.
Article 8 (Compensation for Damages)
The Company shall not be liable for any damages incurred by users in connection with the use of the Site or its Contents.
Article 9 (Governing Law and Jurisdiction)
Any disputes or lawsuits arising between the Company and users in relation to the use of the Site and its Contents shall be subject to the jurisdiction of the court having authority over the location of the Company’s head office, and the governing law shall be the laws of the Republic of Korea.
Daehan Nupharm Co., Ltd. (hereinafter referred to as the “Company”) values customers’ personal information and complies with the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc.
Through this Privacy Policy, the Company informs you of how and for what purposes your personal information is used,
and what measures are being taken to protect your personal data.
In the event of any amendments to this Privacy Policy, the Company will notify users through website announcements (hereinafter referred to as the “Site”) or individual notices.
This policy has been effective since January 1, 2014.
Items of Personal Information Collected
The Company collects the following personal information for purposes such as job applications, consultations, inquiries, and service requests.

Collected items: name, date of birth, gender, phone number (mobile/landline), address, email, photo, educational background, occupation, career details, company name, department, position, period of employment, educational history, career history, salary, job description, projects undertaken, detailed work tasks, major achievements, reason for resignation, qualifications, family information, self-introduction, veteran status, disability status, and any personal information submitted by the user for recruitment purposes. Additionally, during service use or business processing, the following information may be automatically generated and collected:
Type of browser and operating system, visit records (IP address, access time), and cookies.
Method of collection: through the Site (general inquiries, product inquiries, partnership proposals, recruitment).
Purpose of Collecting and Using Personal Information
The Company utilizes the collected personal information for the following purposes:
Responding to various inquiries.
User management and handling of complaints or civil petitions.
Evaluation and processing of recruitment applications.
Retention and Use Period of Personal Information
In principle, personal information is destroyed without delay once the purpose of collection and use has been fulfilled.
However, if retention is required under relevant laws and regulations, the Company may retain user information for a specific period as prescribed by such laws.
Items retained: Personal information items specified above.
Legal basis for retention: Consumer protection and data management.
Retention period: 3 years.
Records related to consumer complaints or dispute resolution: 3 years (in accordance with the Act on the Consumer Protection in Electronic Commerce, etc.)
Procedures and Methods of Personal Information Destruction
In principle, the Company promptly destroys personal information once the purpose of collection and use has been achieved. The procedures and methods of destruction are as follows:
Destruction procedures: Information entered by users for purposes such as membership or application submission is transferred to a separate database (or stored separately in paper form) after the purpose has been achieved. It is retained for a certain period in accordance with internal policies and relevant laws (refer to retention and use period), and then destroyed. Personal information transferred to a separate database is not used for any purpose other than as required by law.
Destruction method: The data is deleted using a database deletion method.
Provision of Personal Information
The Company does not, in principle,
When users have given prior consent.
When required by law or when an investigative agency requests such information in accordance with legally prescribed procedures.
Entrustment of Collected Personal Information
The Company does not entrust users’ personal information to external companies without prior consent.
Should such entrustment become necessary in the future, the Company will notify users of the entrusted party and the scope of the entrusted tasks, and obtain prior consent when required.
Rights of Users and Legal Representatives, and Exercise Thereof
Users may, at any time, view or modify their registered personal information and may also request withdrawal of membership.
If you contact the Personal Information Manager in writing, by phone, or via e-mail, the Company will take prompt action.
When you request correction of an error in your personal information, the Company will not use or provide such information until the correction has been completed.
If incorrect information has already been provided to a third party, the Company will notify the third party of the correction without delay so that it may be applied.
Personal information that has been canceled or deleted at the user’s request is handled according to the “Retention and Use Period of Personal Information” policy and will not be viewed or used for any other purpose.
For users under the age of 14, their legal representative has the right to access or correct the child’s personal information and to withdraw consent to its collection and use.
Use of Cookies
Purpose of Using Cookies
Cookies are used to prevent duplicate display of pop-up notifications.
Installation, Operation, and Rejection of Cookies
Users have the option to accept or reject the installation of cookies. Accordingly, users can set their web browser options to allow all cookies, to confirm each time a cookie is stored, or to reject all cookies.
By adjusting the settings of the web browser in use, users may allow all cookies, be prompted to confirm each time a cookie is saved, or refuse the storage of all cookies.
Example of setting method (for Internet Explorer): Tools at the top of the web browser → Internet Options → Privacy tab.
Personal Information Complaint and Inquiry Service
To protect customers’ personal information and handle related complaints, the Company designates the following department and Personal Information Manager
Customer Service Department: IT Team, Management Information Division
Personal Information Manager: Park Kangwon
Phone No.: +82-31-778-2626
Email: webmaster@dhnp.co.kr

You may contact the Personal Information Manager or the responsible department regarding any inquiries or complaints related to personal information protection arising from the use of the Company’s services.
The Company will provide prompt and adequate responses to your inquiries.
For further reports or consultations concerning personal data infringement, please contact the following organizations:

1. Personal Information Infringement Report Center (www.1336.or.kr/ No area code 118)
2. Korea Internet & Security Agency, Privacy Mark Certification Committee (www.eprivacy.or.kr/+82-2-580-0533–4)
3. Supreme Prosecutors’ Office Cyber Crime Investigation Center (http://icic.sppo.go.kr/+82-2-3480-3600)
4. National Police Agency Cyber Terror Response Center (www.ctrc.go.kr/+82-2-392-0330)