Go to text

articles of incorporation

Investor relations articles of incorporation

articles of incorporation

Revised March 30, 2023

Chapter 1 General Rules

 

 

Article 1 (Company Name)
This company is called 교촌에프앤비주식회사 (hereinafter “company”). The company name in English is Kyochon Food&Beverage Co., Ltd. (Kyochon F&B).

Article 2 (Purpose)
The company exists for the following purposes.

1. Manufacture, processing, and sales of food
2. Manufacture and sales of seasoned food
3. General restaurant business
4. Trading of agricultural, fishery and livestock products
5. Wholesale and retail
6. Real estate rental and management
7. Brewing, manufacturing, processing, distribution and sales of alcoholic beverages and fermented food
8. Import/export business and import/export agency
9. Design business
10. Design service
11. Franchise business in Korea
12. Overseas franchise business
13. Distribution of general products and commodities
14. Consigned production and sales of products
15. Warehouse and transportation related services
16. Issuance and sales of gift certificates
17. E-commerce and Internet-related business
18. Mail-order sales and mail-order sales brokerage
19. Computer programming and system integration management
20. Software development service business
21. Mobile information provision service
22. Advertisement production and advertising service agency
23. Education and training business
24. Interior construction business
25. Management advisory and consulting business
26. Investment in securities and other assets
27. Development of new technologies and research service
28. Investment in new technologies, management and operation, and start-up support business
29. Assignment of personnel
30. Construction and operation of parking lots
31. Support for people working in the culture, art, and sports industries
32. Manufacture, sales, and service of clothing
33. Accommodation
34. Manufacture, processing, and sales of canned fruit and snacks
35. Development and supply of non-residential buildings
36. Distribution-specialized sales
37. Manufacture and sales of health functional foods
38. Manufacture and sales of bio foods
39. Manufacture, distribution, and sales of bio materials and ingredients
40. Any business necessary for biotechnology, research and development
41. Manufacture and sales of cosmetics
42. Wholesale and retail of raw materials and parts for cosmetics
43. Manufacture, processing, and sales of raw materials for brewing
44. Import/export business and import/export service business related to each of the above items
45.Any other business incidental to each of the above Paragraphs


Article 3 (Location of head office)
① The Company’s head office is located in Gyeongsangbuk-do.
② The Company may have branches, sales offices (including distribution centers), offices, and local corporations in Korea and abroad through the resolution of Board of Directors.

Article 4 (Method of announcement)
Announcements of the Company are posted on the Company’s website (http://www.kyochonfnb.com). However, if announcements cannot be made electronically due to computer failure or other unavoidable reasons, they will be published in the daily Maeil Business Newspaper issued by Seoul Metropolitan Government.

Chapter 2 Stocks and shares

 

 

Article 5 (Total number of shares to be issued)
The total number of shares to be issued by the Company is 50,000,000 shares.

Article 6 (Price per share)
The price of 1 share issued by the Company is 500 Korean Won.

Article 7 (Total number of shares issued at the time of incorporation)
The total number of shares issued at the time of incorporation by the Company is 5,000 (price per share is 10,000 KRW).

Article 8 (Electronic registration of shares)
When issuing stocks pursuant to Article 2 Paragraph 1 of the Act on Electronic Registration of Stocks, Bonds, Etc., the Company shall electronically register stocks in the electronic registration account book of the electronic registration authority.

Article 9 (Preemptive rights)
① A shareholder has the right to receive new shares in proportion to the number of shares he or she owns when the Company issues new shares.
② Notwithstanding the provisions of Paragraph 1, the Company may allocate new shares to persons other than the shareholder through the resolution of the Board of Directors in any of the following cases:
1. When new shares are issued through general public offering in accordance with Article 165-6 of the Financial Investment Services and Capital Markets Act within the limit of 20/100 of the total number of shares.
2. When new shares are issued due to the exercise of stock options in accordance with the provisions of the Commercial Act.
3. When new shares are preferentially allocated to employees of the employee stock ownership association within the limit of 20/100 of the total number of shares to be issued.
4. When new shares are issued to financial institutions, institutional investors, and individual investors in Korea or abroad for urgent funding within the limit not exceeding 20/100 of the total number of shares.
5. When new shares are issued to another party for the purpose of implementing important technologies, R&D, production, sales, or capital alliance within the limit not exceeding 20/100 of the total number of shares.
6. When offering new shares or having underwriters underwrite in order to list shares on the stock market or the KOSDAQ market.
7. When issuing new shares in accordance with Article 10-2 (Preemptive rights) of the Provisions on Securities Underwriting Services.
③ When issuing new stocks pursuant to any of the subparagraphs of Paragraph 2, the type, number, and the price of stocks to be issued shall be determined by the resolution of the Board of Directors.
④ The handling of stocks resulting from the waiver or loss of preemptive rights and short-lived stocks arising from the allocation of new stocks shall be determined by the resolution of the Board of Directors.

Article 10 (Equal dividend)
The Company shall allot equal dividends to all shares of the same type issued (including in case of conversion) as of the dividend record date, regardless of the date they were issued.

Article 11 (Stock options)
① The Company may grant stock options in accordance with the provisions of the Commercial Act within the limit of 15/100 of the total number of shares issued through a special resolution of the general meeting of shareholders.
However, in accordance with Article 542-3(3) of the Commercial Act, stock options may be granted to persons other than the directors of the Company according to the resolution of the Board of Directors within the limit of 3/100 of the total number of shares issued.
The Company shall obtain approval at the first general meeting of shareholders convened after granting stock options, when such stock options are granted according to the resolution of the Board of Directors.
The stock option granted by the general meeting of shareholders or the resolution of the Board of Directors may be performance-based, linked to business performance goals or market indices.
② Persons who are granted stock options pursuant to Paragraph 1 shall be directors, auditors, or employees of the Company who contribute or can contribute to the establishment, management, and technological innovation of the Company, as well as directors, auditors, or employees of affiliated companies stipulated in Article 30 Paragraph 1 of the Enforcement Decree of the Commercial Act.
However, stock options cannot be granted to the directors of the Company by the resolution of the Board of Directors.
③ Notwithstanding the provisions of Paragraph 2, stock options cannot be granted to the largest shareholder and his or her specially related persons pursuant to Article 542-8 (2) of the Commercial Act, as well as to the major shareholders and their specially related persons.
However, stock options may be granted to persons who have become specially related persons by becoming executives of the Company or of affiliated companies under Paragraph 2 (including non-executive directors and non-executive auditors of affiliated companies).
④ The Company shall grant stock options in the manner specified in each of the following subparagraphs.
1. By issuing and allotting common stocks at the exercise price of stock options.
2. By issuing and allotting treasury stocks of common stocks at the exercise price of stock options.
3. By allotting the difference between the exercise price of stock options and the market price in cash or treasury stocks.
⑤ Persons who have been granted stock options may exercise it within 7 years from 2 years from the date of employment starting from the date of resolution under Paragraph 1. However, if such a person dies within two years from the date of resolution under Paragraph 1 or resigns due to reasons not attributable to the person, he or she may exercise the stock option during the exercise period.
⑥ The grant of stock options may be revoked by the resolution of the Board of Directors in the event of following subparagraphs.
1. If the person to whom the stock option has been granted resigns or retires at his or her own will after being granted the stock option.
2. If the person to whom the stock option has been granted intentionally or negligently inflicts significant damage to the Company.
3. If stock options cannot be exercised due to bankruptcy.
4. In the case of reasons for cancellation as stipulated in the contract for granting stock options.
⑦ Stock options granted to one executive or employee must not exceed 1/100 of the total number of stocks issued.
⑧ The exercise price per share for which the stock option is to be exercised shall be greater than or equal to the value of the following subparagraphs. The same shall apply to the case where the exercise price is adjusted after the stock option is granted.
1. In the case of issuing and allotting new shares, the higher of the following prices.
A. The real value of the stock as of the date of grant of the stock option.
B. The face value of the stock concerned.
2. In the case of transferring treasury stocks, the real value of the stocks as of the date of grant of the stock option.

Article 12 (Transfer agent)
① The Company may have a stock transfer agent.
② The transfer agent, the location of his or her office, as well as the scope of his or her work shall be determined by the resolution of the Board of Directors.
③ The Company’s shareholders’ list or a copy thereof shall be kept at the transfer agent’s office, and the electronic registration of stocks, management of the shareholders’ list, and other stock-related affairs shall be handled by the transfer agent.
④ The procedures for handling the affairs pursuant to Paragraph 3 shall be done in accordance with the business regulations established by the transfer agent.

Article 13 (Retirement of stocks)
The Company may retire treasury stocks owned by the Company through the resolution of the Board of Directors.

Article 14 (Record date)
① The Company shall designate the shareholders listed in the final shareholders’ list on December 31 of each year as the shareholders who will exercise their rights at the regular general meetings of shareholders.
② In the event of extraordinary general meetings of shareholders, the Company shall designate the shareholders listed in the shareholders’ list on the day such meetings are decided as the shareholders who will exercise their rights.
The Company shall announce this 2 weeks in advance.

Article 15 (Preparation and provision of the shareholders’ list)
① The Company shall prepare and keep a shareholders’ list upon receiving a notice of owner’s specification from the electronic registration authority, and the list shall contain the details and the date of the notice.
② The Company may request the electronic registration authority to prepare the owner’s specifications if necessary, such as when there is a change in the current status of shareholders with a stake of 5% or higher (including special related persons).
③ The shareholders’ list of the Company may be prepared electronically in accordance with Article 352-2 of the Commercial Act.

Chapter 3 Debentures

 

 

Article 16 (Issuing and delegating debentures)
① The Company may issue debentures by the resolution of the Board of Directors.
② The Board of Directors may delegate the issuance of debentures to the CEO within a period not exceeding one year by stipulating the amount and type of debenture.

Article 17 (Issuing convertible debentures)
① The Company may issue convertible debentures to persons other than shareholders by the resolution of the Board of Directors, in the event of falling under any of the following subparagraphs to the extent that the total face value of the debentures does not exceed 50 billion Korean Won.
1. In the event of issuing convertible debentures through a general public offering.
2. In the event of issuing convertible debentures to financial institutions, institutional investors, or individual investors in Korea or abroad for urgent financing.
3. In the event of issuing convertible debentures to the other party in order to implement important technologies, research and development, production, sales, and capital alliance.
② In the case of convertible debentures pursuant to Paragraph 1, the Board of Directors may issue them on the condition that only partial convertible right is granted.
③ The stocks to be issued through conversion shall be common stocks, and the conversion price shall be the face value of the stocks or higher, as determined by the Board of Directors at the time of issuance.
④ The period during which conversion can be requested is from date on which one month elapses from the issuing of the debenture to the day immediately preceding the date of redemption. However, the period for requesting conversion may be adjusted within the above period by the resolution of the Board of Directors.
⑤ In the case of conversion, the Company pays only the interest for which payment is due prior to the conversion.

Article 18 (Issuing debentures with warrants)
① The Company may issue debentures with warrants to persons other than shareholders by the resolution of the Board of Directors, in the event of falling under any of the following subparagraphs to the extent that the total face value of the debentures does not exceed 50 billion Korean Won.
1. In the event of issuing debentures with warrants through a general public offering.
2. In the event of issuing debentures with warrants to financial institutions, institutional investors, or individual investors in Korea of abroad for urgent financing.
3. In the event of issuing debentures with warrants to the other party in order to implement important technologies, research and development, production, sales, and capital alliance.
② The amount that can be claimed for the purchase of new shares shall be determined by the Board of Directors within the scope not exceeding the face value of the debentures.
③ The stocks to be issued through the exercise of preemptive rights shall be common stocks, and the issuing price shall be the face value of the stocks or higher, as determined by the Board of Directors at the time of issuance.
④ 신주인수권을 행사할 수 있는 기간은 당해 사채의 발행 후 1월이 경과한 날로부터 그 상환기일 직전 일까지 한다. 그러나 위 기간 내에서 이사회의 결의로써 신주인수권의 행사기간을 조정할 수 있다.

Article 19 (Issuing exchangeable debentures)
① The Company may issue exchangeable debentures by the resolution of the Board of Directors to the extent that the total face value of the debentures does not exceed 50 billion Korean Won.
② The details on the issuance of exchangeable bonds shall be determined by the resolution of the Board of Directors.

Article 20 (Electronic registration of the rights to be displayed on debentures and preemptive warrants)
The Company shall electronically register the rights to be displayed on the debentures and preemptive warrants in the electronic registration account book, instead of issuing debentures and preemptive rights. However, electronic registration may be omitted except for listed debentures for which electronic registration is mandatory according to relevant laws and regulations.

Article 20-2 (Regulations applicable mutatis mutandis to the issuing of debentures)
The provisions of Article 12 of the Articles of Incorporation shall apply mutatis mutandis to the issuing of debentures.

Chapter 4 General meeting of shareholders

 

 

Article 21 (Time of convocation and convener)
① The general meeting of shareholders of the Company is either a regular general meeting of shareholders or an extraordinary general meeting of shareholders.
② Regular general meetings of shareholders are convened within 3 months of the record date stipulated in Article 14 Paragraph 1 of the Articles of Incorporation.
③ Extraordinary general meetings of shareholders are convened as needed.
④ General meetings of shareholders are convened by the CEO by the resolution of the Board of Directors, except as otherwise provided by laws and regulations.
⑤ If there are more than one CEO, the convocation shall be determined by the Board of Directors, and in the event of the absence of the CEO, the provisions of Article 33 Paragraph 2 of the Articles of Incorporation shall apply correspondingly.

Article 21-2 (Notice and announcement of convocation)
① The convocation of a general meeting of shareholders shall be notified to each shareholder two weeks prior to the date of the general meeting, either in writing or in electronic form at the consent of each shareholder. The notice shall contain the date, place, and purpose of the meeting.
② The notice of convocation under Paragraph 1 to shareholders who own at most 1/100 of the total number of issued shares with voting rights may be substituted with a public notice of at least two times on the Maeil Business Newspaper issued by the Seoul Metropolitan Government and Korea JoongAng Daily or with an electronic notice via the electronic disclosure system operated by the Korea Exchange, either of which shall be done two weeks prior to the general meeting of shareholders and contain the purpose and intention for the meeting.
③ If the purpose of such a meeting as specified in the provisions of Paragraph 1 or Paragraph 2 is for the appointment of directors or auditors, the notice shall include the name, profile, and reference of the candidates, as well as other relevant details about the candidates as stipulated by the Enforcement Decree of the Commercial Act.
④ When the Company notifies or announces the convening of a general meeting of shareholders pursuant to Paragraph 1 and Paragraph 2, it shall notify or publicly announce the matters stipulated in Article 542-4 (3) of the Commercial Act. However, this is not the case if the Company posts such information on its website and keeps it in the Company’s head/branch office, transfer agency, Financial Services Commission, and the Korea Exchange.

Article 21-3 (Place of convocation)
General meetings of shareholders shall be held at the location of the head office, but may also be held in an adjacent area if necessary.

Article 22 (Chairman)
The CEO becomes the chairman at the general meetings of shareholders. ⑤ If there are more than one CEO, the provisions of the first part of Article 21 (5) shall apply mutatis mutandis. If the CEO is absent, Article 33 (2) of the Articles of Incorporation shall apply mutatis mutandis.

Article 22-2 (The right to maintain order by the chairman of the general meeting of shareholders)
① The chairman of general meetings may order persons who significantly disturb the order of the meeting, such as by making remarks or actions intended to interfere with the proceedings, to withhold his or her speech or leave the meeting.
② The chairman of general meetings of shareholders may restrict the time and frequency of speech of shareholders when deemed necessary to ensure smooth proceedings.

Article 22-3 (Shareholders' voting rights and exercise of voting rights in disunity)
① Each shareholder shall have one voting right per share.
② If a shareholder with two or more voting rights wishes to exercise voting rights in disunity, he or she shall notify the Company of the intention and reason in writing or electronically three days prior to the date of the meeting.
③ The Company may refuse the exercise of voting rights in disunity of the shareholder. However, this is not the case if the shareholder has underwritten the trust of shares or holds the share for another person.

Article 22-4 (Restrictions on the voting rights of shares in mutual ownership)
If the Company, the Company and its subsidiaries, or subsidiaries of the Company own more than 1/10 of the total issued stock of another company, the shares of the Company held by the other company have no voting rights.

Article 23 (Method of resolution at the general meeting of shareholders)
The resolution at the general meeting of shareholders shall be made by a majority of the voting rights of the shareholders present and at least 1/4 of the total number of issued stocks, except as otherwise provided for in laws or the Articles of Incorporation.

Article 24 (Exercise of voting rights)
① Shareholders may exercise their voting rights by proxy.
② The proxy under Paragraph 1 shall submit a letter of attorney certifying his or her authority before the start of the general meeting of shareholders.

Article 25 (Minutes of general meetings of shareholders)
① The minutes of general meetings of shareholders must be recorded.
② The minutes of general meetings of shareholders shall contain the progress and results of the resolution, and be signed or sealed by the chairman and the directors present to be kept at the head office and branch offices.

Chapter 5 Directors, Board of Directors, CEO

 

 

Article 26 (Number of directors)
① The number of directors of the Company shall be 3 or more but no more than 7, and the number of outside directors shall be greater than or equal to 1/4 of the total number of directors.
② If the number of outside directors falls short of the requirements for the Board of Directors stipulated in Paragraph 1 due to reasons such as resignation or death of outside directors, the outside directors to fill the vacancies shall be appointed at the first general meeting of shareholders that is convened after such reasons occur.

Article 27 (Appointment of directors)
① Directors are appointed at the general meetings of shareholders.
② Directors are appointed through a majority vote of the shareholders present, which should be no less than 1/4 of the total number of stocks issued.
③ When appointing 2 or more directors, the cumulative voting system as stipulated by Article 382-2 of the Commercial Act shall not apply.

Article 28 (Term of office of directors)
① The term of office of directors shall be no more than three years, and the term of office of each director may be set differently at the time of appointment. However, if the term of office of a director expires before the end of the regular general meeting of shareholders on the final settlement period of the term of office, the term of office shall be extended until the end of the concerned general meeting.
② The term of office of a director filling a vacancy shall be the remaining period of the predecessor.

Article 29 (Filling the vacancy of a director by appointment)
① A vacancy in the Board of Directors shall be filled by appointment at the general meeting of shareholders. However, this is not the case when the number of directors as stipulated in Article 26 of the Articles of Incorporation is satisfactory and such a vacancy does not hinder the performance of businesses.
② If the number of directors as stipulated in Article 26 of the Articles of Incorporation is not satisfactory due to reasons such as resignation or the death, the requirement for the number of directors shall be met at the first general meeting of shareholders convened after such a cause occurs.

Article 30 (Composition and convocation of the Board of Directors)
① The Board of Directors shall be made up of directors.
② The Board of Directors is convened by the CEO or by the director separately designated by the Board of Directors with one-week’s notice prior to the date of the meeting. However, the convocation process may be omitted through the unanimous agreement of all directors.
③ Other directors who are not designated as the convener pursuant to the provisions of Paragraph 2 may request the convocation of the Board of Directors of the convening director. If the convening director refuses to convene the Board of Directors without justifiable reasons, another director may convene the Board of Directors.
④ The Chairman of the Board of Directors shall be the convener of the Board of Directors pursuant to the provisions of Paragraph 2 and Paragraph 3.
⑤ The directors shall report the status of businesses to the Board of Directors at least once every three months.

Article 31 (Method of resolution at the Board of Directors)
① The resolution of the Board of Directors shall be made with the attendance of a majority of directors and by a majority of those present, except as otherwise provided in the laws and regulations and the Articles of Incorporation.
② The Board of Directors may permit all or some of the directors to participate in a resolution by telecommunication means where the voices of all directors are transmitted simultaneously, without attending the meeting in person. In this case, such directors are deemed as having attended the Board of Directors in person.
③ A person who has a special interest in the resolution of the Board of Directors shall not exercise his or her voting right.

Article 32 (Appointment and responsibilities of the CEO)
① The company may appoint one or more CEOs among the directors by resolution of the Board of Directors.
② The CEO shall represent the Company and oversee the business of the Company.

Article 33 (Responsibilities of a director)
① A director shall assist the CEO in the performance of his or her duties.
② In the absence of the CEO, the director nominated by the CEO will act on his or her behalf, and in the lack of any such nomination, directors shall, in the order determined by the Board of Directors, act on his or her behalf. However, if a vacancy occurs in the number of members of the Board of Directors so as to prevent a meeting of the Board of Directors from being convened and determine the above matter, the order in which the responsibilities of the CEO shall be carried out is vice chairman, president, vice president, executive director, and managing director.

Article 34 (Obligations of directors)
① Directors shall faithfully perform their obligations for the Company in accordance with the laws and regulations and the Articles of Incorporation.
② Directors shall perform their obligations for the Company as managers in good faith.
③ Directors shall not reveal the trade secrets of the Company they acquire in the course of their obligations, not only during their term of office, but also after their resignation.
④ Directors shall report to the Audit Committee any fact that is likely to significantly damage the Company immediately upon discovery of any such fact.

Article 35 (Remuneration and severance pay of directors)
① Remuneration for the directors are appointed at the general meeting of shareholders.
② The payment of severance pay for directors shall be done in accordance with the executive severance pay regulations set at the general meeting of shareholders.

Article 36 (Minutes of the Board of Directors)
The minutes of meetings of the Board of Directors shall be recorded, and shall include the agenda, intention, guidelines, results, as well as the names of objectors and the reasons for the objection, and be sealed or signed by directors present at the meeting.

Article 37 (Counselor and advisor) The Company may appoint some consultants and advisors through the resolution of the Board of Directors.

Article 37-2 (Committee)
① The company may have the following committees within the Board of Directors.
1. Audit Committee
2. Other committees deemed necessary by the Board of Directors
② Details regarding the composition, authority, and operation of each committee shall be determined through the resolution of the Board of Directors.

Chapter 6 Audit Committee

 

 

Article 38 (Audit Committee)
① The Company may have an audit committee pursuant to Article 37-2 of the Articles of Incorporation in lieu of an audit.
② The Audit Committee must be composed of three or more directors, of which at least 2/3 must be outside directors, and members who are not outside directors must meet the requirements of Article 542-10 (2) of the Commercial Act.
③ The members of the Audit Committee shall appoint an audit committee member from among the directors appointed at the general meeting of shareholders. In this case, one of the audit committee members shall be appointed as a director who will be a member of the audit committee separately from other directors by resolution of the general meeting of shareholders.
④ The appointment of members of the audit committee shall be made by a majority of the voting rights of the shareholders present, which should be no less than 1/4 of the total number of issued shares. However, in cases where voting rights can be exercised electronically in accordance with Article 368-4 (1) of the Commercial Act, a resolution on the appointment of members of the Audit Committee may be made with a majority of the voting rights of shareholders present.
⑤ The members of the Audit Committee may be dismissed by the resolution of the general meeting of shareholders, pursuant to Article 434 of the Commercial Act. In this case, the member of the audit committee falling under the condition of Paragraph 3 shall lose both the position of being a director and of being a member of the Audit Committee.
⑥ For the appointment and dismissal of members of the Audit Committee, shareholders who hold more than 3/100 of the total number of issued shares, excluding non-voting stocks, shall not exercise their voting rights on the excess stock. (In the case of the largest shareholder, when a member of the audit committee other than an outside director is appointed or dismissed, the stocks owned by his or her specially related persons and other persons prescribed by the Enforcement Decree of the Commercial Act shall be combined.)
⑦ If the number of directors falls short of the requirements for the Audit Committee as stipulated in this Article due to reasons such as resignation or death, the directors to fill the vacancies shall be appointed at the first general meeting of shareholders convened after such reasons occur.
⑧ The Audit Committee shall appoint the person to represent the committee through the concerned resolution. In this case, the chairman must be an outside director.

Article 39 (Responsibilities of the Audit Committee)
① The Audit Committee audits the Company's accounting and business.
② If necessary, the Audit Committee may request for the convening of a meeting of the Board of Directors by submitting the purpose and reason for the meeting in writing to the directors. (Or the convener if present. Hereinafter the same.)
③ If the directors fail to convene the meeting of the Board of Directors without delay notwithstanding Paragraph 2, the Audit Committee that submitted such a request may convene a meeting of the Board of Directors.
④ The Audit Committee may request the convening of an extraordinary general meeting of shareholders by submitting in writing the purpose and reason for the meeting to the Board of Directors.
⑤ The Audit Committee may, when deemed necessary to perform its duties, request a subsidiary to report its business. In such a case, if the subsidiary fails to report without delay or when the content of the report needs to be confirmed, the business and status of properties of the subsidiary may be investigated.
⑥ The Audit Committee designates the outside auditor of the Company.
⑦ In addition to Paragraph 1 through 6, the Audit Committee handles matters delegated by the Board of Directors.
⑧ The Board of Directors cannot re-resolve the resolution of the Audit Committee.
⑨ The Audit Committee may seek help from experts at the expense of the Company.

Article 40 (Audit report)
The Audit Committee shall prepare an audit report on the audit, which shall contain the method and results of the audit and shall be signed or sealed by the members of the Audit Committee who conducted the audit.

Chapter 7 Accounting

 

 

Article 41 (Business year)
The business year of the Company shall be from January 1 to December 31 of the same year.

Article 42 (Preparation of financial statements)
① The CEO of the Company shall prepare each of the following documents, attachments, and business reports pursuant to Articles 447 and 447-2 of the Commercial Act, and submit them six weeks prior to the date of the regular general meeting of shareholders after receiving approval from the Board of Directors and the audit by the Audit Committee.
1. Balance sheet
2. Income statement
3. Other documents stipulated by the Enforcement Decree of the Commercial Act as reference to the financial position and management performance of the Company
② If the Company falls under the companies subject to the preparation of consolidate financial statements as stipulated by the Enforcement Decree of the Commercial Act, the consolidate financial statements shall be included in each document under Paragraph 1.
③ The Audit Committee shall submit the audit report to the CEO no later than one week before the date of the regular general meeting of shareholders.
④ The CEO shall submit the documents under Article 447 of the Commercial Act to the regular general meeting of shareholders for approval, and submit the documents under Article 447-2 of the same Act to the regular general meeting of shareholders and report the details.
⑤ The CEO shall keep the documents in Paragraph 1 together with the audit report at the head office of the Company for 5 years starting from one week before the regular general meeting of shareholders, and keep a certified copy at the branch office for 3 years starting from one week before the regular general meeting of shareholders. When the approval from the regular general meeting of shareholders is obtained with regard to the documents under each Paragraph of Article 1, the balance sheet and the audit opinion of the outside auditor shall be announced without delay.

Article 43 (Appointment of the outside auditor)
The Company shall appoint the outside auditor with the approval of the Auditor Appointment Committee (or the Audit Committee) in accordance with the provisions of the Act on External Audit of Stock Companies, and the Company shall report the appointment at the regular general meeting of shareholders held after such an appointment, or notify or announce such an appointment to shareholders in accordance with the Enforcement Decree of the Act on External Audit of Stock Companies.

Article 44 (Calculation and disposal of income)
Income is calculated by using as profit the balance after deducting the total expenses from the total income for each settlement period, and is disposed by adding to this amount the amount carried forward from the previous period, in accordance with the method in each of the following subparagraphs.
1. Profit reserve
2. Other statutory reserves
3. Dividends
4. Voluntary reserve
5. Other dispositions of retained earnings

Article 45 (Distribution of profit)
① Profit may be distributed in the form of cash or non-cash properties to the shareholders or registered pledgees listed in the shareholders’ list in each settlement period.
② When the profit is distributed in the form of stocks, such stocks may take the form of the same class stocks as those issued by the Company if the Company has issued any.
③ The distribution of profits under Paragraph 1 should be distributed to the shareholders or registered pledgees listed on the shareholders’ list on the day designated pursuant to Article 14 Paragraph 1 of the Articles of Incorporation.

Article 46 (Interim dividends)
① The Company may set the record date for interim dividends through the resolution of the Board of Directors once per business year and may pay such dividends in cash to shareholders as of the record date.
② The distribution of interim dividends under Paragraph shall be conducted in accordance with the resolution by the Board of Directors, which should be made within 45 days from the record date stipulated in Paragraph 1.
③ Interim dividends shall be the amount obtained by deducting the following amounts from the net assets on the balance sheet for the immediately preceding settlement period.
1. Amount of capital in the immediately preceding settlement period.
2. The sum of the total amount of capital reserve and profit reserve accumulated up to the immediately preceding settlement period.
3. Amount determined to be distributed as profits at the regular general meeting of shareholders for the immediately preceding settlement period.
4. Arbitrary reserves accumulated for a specific purpose in accordance with the provisions of the Articles of Incorporation or by the resolution of the general meeting of shareholders until the immediately preceding settlement period.
5. Unrealized profit as stipulated in Article 19 of the Enforcement Decree of the Commercial Act.
6. Total amount of profit reserve to be accumulated in the settlement period according to interim dividends.

Chapter 8 Supplementary Rules

 

 

Article 47 (Internal regulations)
When necessary, the Company may establish internal regulations, such as detailed rules necessary for business performance or management by the resolution of the Board of Directors.

Article 48 (Matters not stipulated heretofore)
Matters not stipulated in this Articles of Incorporation are subject to the resolution of the general meeting of shareholders and the Commercial Act and other laws.

Article 49 (First business year)
The first business year of the Company shall be from the date of establishment of the Company to December 31 of the same year.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on November 11, 1999.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on July 18th, 2005.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on November 11, 2002.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on March 28, 2007.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on July 25, 2008.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on April 24, 2009.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on March 29, 2013.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on September 30, 2013.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on November 12, 2014.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on March 27, 2015.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on September 17, 2015.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on June 8, 2017.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on October 25, 2018.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on March 29, 2019.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on October 22, 2019. However, the special listing provisions of Article 11 (1) to (3), Article 21-2 (2) to (4), and Article 43-2 (2) to (6) pursuant to the Commercial Act (and its Enforcement Decree) and the Financial Investment Services and Capital Markets Act (and its Enforcement Decree) shall take effect from the date of listing, when the company’s stock certificates are listed and begin trading at the Korea Exchange or the KOSDAQ market. In addition, the amended provisions of Articles 8, 8-2, 12 (3), 15, 16 (4), 20-2, and 20-3 take effect if the stocks are registered electronically in the electronic registration account book, in accordance with the amended Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, etc.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on December 24, 2019.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect on March 31, 2020.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect from the date approved at the 22nd regular general shareholders’ meeting.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect from the date approved at the extraordinary general shareholders’ meeting held on June 4, 2021.

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect from the date approved at the 23rd regular general shareholders’ meeting.

 

Supplementary provision

Article 1 (Enforcement Date)
These Articles of Incorporation shall come into effect from the date approved at the 24th regular general shareholders’ meeting.