Articles of Incorporation
Chapter I: General Provisions
Article 1 (Company Name) (Amended March 31, 2023)
The name of the Company shall be written in English as "ALUX Co., Ltd." (hereinafter referred to as "ALUX").
Article 2 (Purpose) (Amended March 29, 2024)
The purpose of the Company is to engage in the following businesses:
1. Development and supply of system software and application software;
1. Online e-commerce business;
1. Online advertising, promotion, and marketing agency business;
1. Production of digital content;
1. Operation of call centers and service-related businesses;
1. Trading of cosmetics, apparel, fashion items, baby products, food, and household appliances;
1. Product brokerage;
1. International logistics agency business;
1. Software-related educational services;
1. Publishing business;
1. Manufacturing of educational materials and toys;
1. Production of videos and visual content;
1. Operation of general educational institutes, foreign language institutes, online educational institutes, and other educational institutions;
1. Operation of general subject institutes (including semi-private tutoring centers and tutoring centers);
1. Import, export, and distribution of goods related to the above purposes;
1. Research and development of technologies related to the above purposes;
1. All ancillary businesses related to the above purposes;
1. Manufacturing of products not otherwise classified;
1. Manufacturing of unmanned aerial vehicles (UAVs) and unmanned flight devices; and
1. Manufacturing of industrial robots.
Article 3 (Location of Headquarters and Establishment of Branches) (Amended March 31, 2023)
① The headquarters of the Company shall be located in Seoul, Republic of Korea.
② The Company may establish domestic and international branches, liaison offices, business offices, or local subsidiaries by the resolution of the Board of Directors.
Article 4 (Method of Public Announcements) (Amended March 31, 2023)
Public announcements of the Company shall be posted on the Company's website (http://www.aluxonline.com). However, in the event of technical difficulties or other unavoidable reasons preventing the publication on the website, public announcements shall be made in the Seoul Economic Daily, a daily newspaper published in Seoul.
Chapter II: Shares
Article 5 (Total Number of Shares Authorized for Issuance) (Amended March 31, 2023)
The total number of shares that the Company is authorized to issue shall be fifty million (50,000,000) shares.
Article 6 (Par Value per Share) (Amended March 31, 2023)
The par value of each share shall be two hundred Korean Won (KRW 200).
Article 7 (Total Number of Shares Issued at Incorporation) (Amended March 31, 2023)
At the time of incorporation, the Company shall issue a total of sixty thousand (60,000) shares, with a par value of five thousand Korean Won (KRW 5,000) per share.
Article 8 (Types of Shares and Share Certificates) (Amended March 31, 2023)
① The Company may issue both common shares and preferred shares.
② The types of share certificates to be issued shall be as follows: certificates for one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000), and ten thousand (10,000) shares. However, if shares are electronically registered in accordance with the Act on Electronic Registration of Stocks, Bonds, etc., this provision shall not apply.
③ The Company may issue preferred shares that provide preferential rights concerning dividends or liquidation proceeds, shares with voting rights excluded or restricted, redeemable shares, convertible shares, or a combination of any of these features.
Article 8-2 (Electronic Registration of Shares) (Established March 31, 2023)
① When issuing shares or bonds subject to the Act on Electronic Registration of Stocks, Bonds, etc., the Company shall electronically register such shares or bonds in the electronic registration account book of the electronic registration institution. However, for shares or bonds not subject to mandatory electronic registration under the law, the Company may choose not to register them electronically.
Article 9 (Number and Details of Preferred Shares) (Amended March 31, 2023)
① The Company may issue preferred shares that offer preferential rights with respect to dividends or liquidation proceeds, shares with voting rights excluded or restricted, redeemable shares, convertible shares, or a combination of these features (hereinafter referred to as "types of preferred shares").
② The issuance of preferred shares shall be limited to twenty-five percent (25%) of the total number of shares authorized for issuance as set forth in Article 5.
③ Preferred shares shall be entitled to preferential dividends, and the dividend rate for such shares shall be determined by the Board of Directors at the time of issuance, within the range of one percent (1%) to five percent (5%) of the par value per share. Dividends shall be paid in cash. If dividends are not declared in a given fiscal year, the unpaid dividends shall accumulate and be paid in priority to common shares in subsequent years.
④ Preferred shares shall be entitled to dividends according to the dividend rate for preferred shares as set forth in Article 23. In the event there are distributable profits, the Company shall treat the preferred shares as if they were converted into common shares at the conversion ratio applicable on the record date for dividends, and such shares shall participate in dividends at the same rate as common shares based on the number of shares deemed to have been converted.
⑤ Preferred shares with voting rights shall have one (1) vote per share. Upon conversion to common shares, each converted share shall also have one (1) vote per share.
⑥ In the case of a capital increase with or without consideration, or when the Company conducts a stock dividend, the allocation of new shares for preferred shares shall be as follows: for capital increases without consideration, new shares shall be allocated in the same type of preferred shares, and for capital increases with consideration, new shares shall be allocated in the type of shares determined by the Company.
⑦ The duration of the existence of preferred shares shall be determined by a resolution of the Board of Directors at the time of issuance but shall not exceed ten (10) years from the date of issuance. Upon expiration of this period, the preferred shares shall automatically convert into common shares. However, if the Company fails to pay the stipulated dividends during this period, the duration shall be extended until the payment of the stipulated dividends is completed.
⑧ The provisions of Article 13 (Equal Dividends for New Shares) shall apply to dividends on new shares issued by the conversion of preferred shares.
⑨ Preferred shares with excluded or restricted voting rights shall not have voting rights at general meetings of shareholders. However, if a resolution is made not to pay the stipulated dividends on such preferred shares, the preferred shares shall regain voting rights from the next general meeting following the meeting at which the resolution was passed, until the conclusion of the meeting at which the decision to pay the preferential dividends is made.
⑩ Preferred shares shall have priority over common shares with respect to claims on liquidation proceeds, up to the initial issue price (including any premium) and any unpaid dividends.
⑪ Any matters not expressly provided for in these Articles of Incorporation concerning preferred shares shall be determined by the Board of Directors at the time of issuance.
Article 9-1 (Details of Redeemable Preferred Shares) (Established January 22, 2020)
① The Company may issue redeemable shares (hereinafter referred to as “Redeemable Shares”), which can be redeemed at the request of shareholders or may be canceled, in whole or in part, through a resolution of the Board of Directors using the Company’s profits.
② The redemption of Redeemable Shares shall only be permissible when the Company has distributable profits. If the redemption request is not honored or the preferential dividends are not paid, the redemption period shall be extended until both the redemption and the dividend payment are completed.
③ The redemption period for redeemable shares shall be determined by the Board of Directors at the time of issuance, within a range of no fewer than three (3) years and no more than ten (10) years from the date of issuance.
④ The redemption price of the Redeemable Shares shall be determined by the Board of Directors at the time of issuance, and it shall not exceed fifteen percent (15%) of the issuance price. In the event the redemption price needs to be adjusted, the Board of Directors must specify the intention to adjust the price, the reason for the adjustment, and the method for determining the adjusted price.
⑤ In the case of a redemption request by a shareholder, priority shall be given to the redemption method decided by the Board of Directors at the time of issuance. In the absence of specific provisions, the shareholder requesting the redemption shall send a written redemption request to the Company and any interested parties at least one (1) month prior to the intended redemption date.
⑥ If the Company intends to redeem the Redeemable Shares in accordance with the resolution of the Board of Directors at the time of issuance, the Company must notify the shareholders listed in the shareholder registry and any other interested parties of the redemption intention, the redemption price, the redemption period, and the method of redemption at least two (2) weeks before the acquisition date of the Redeemable Shares, either through separate notice or public announcement.
⑦ The Company may, in lieu of cash, provide securities (excluding other types of shares) or other assets as compensation for the redemption of the Redeemable Shares.
⑧ Any matters not expressly provided for in these Articles of Incorporation concerning redeemable shares shall be determined by the Board of Directors at the time of issuance.
Article 9-2 (Details of Convertible Shares) (Amended March 29, 2024)
① The Company may issue convertible shares (hereinafter referred to as "convertible shares"), which may be converted into common shares or other types of shares at the request of the shareholder or by resolution of the Board of Directors.
② The conversion period for the convertible shares issued in accordance with Clause 1 shall commence on the day following the initial issuance date, and shareholders shall have the right to convert all or part of the convertible shares they hold into common shares at any time within a period of up to ten (10) years from the issuance date. If the conversion rights are not exercised within the designated conversion period, the Company may determine that the convertible shares shall automatically convert into common shares on the expiration date of the conversion period.
③ The provisions of Article 13 shall apply to dividends on new shares issued by conversion.
④ The conversion ratio shall be one (1) convertible share to one (1) common share unless otherwise determined by the Board of Directors at the time of issuance.
⑤ Any matters not expressly provided for in these Articles of Incorporation concerning convertible shares shall be determined by the Board of Directors at the time of issuance.
Article 9-3 (Details of Convertible Redeemable Preferred Shares) (Established January 22, 2020)
① In accordance with Clause 1 of Article 9, the Company may issue shares that are both convertible and redeemable (hereinafter referred to as "Convertible Redeemable Shares") by a resolution of the Board of Directors. These shares shall have the characteristics of both convertible shares and redeemable shares.
② The provisions of Articles 9-1 (Details of Redeemable Preferred Shares) and 9-2 (Details of Convertible Shares) shall apply to the redemption and conversion of such shares.
③ Any matters not expressly provided for in these Articles of Incorporation concerning convertible redeemable shares shall be determined by resolution of the Board of Directors at the time of issuance.
Article 10 (Stock Options) (Amended March 29, 2024)
① The Company may grant stock options for a total of one million six hundred ninety-eight thousand (1,698,000) shares, which shall not exceed fifteen percent (15%) of the total number of issued shares, subject to a special resolution of the general meeting of shareholders. However, in the case of a company whose shares are listed on a stock exchange (hereinafter referred to as a "Listed Company") as defined in Article 542-2 of the Commercial Act, stock options may be granted by resolution of the Board of Directors within the scope of three percent (3%) of the total number of issued shares, in accordance with Article 542-3, Paragraph 3 of the Commercial Act. In this case, the stock options may be granted as performance-based options, linked to management performance or stock price indices.
② If stock options are granted by resolution of the Board of Directors pursuant to Paragraph 1, the stock options must be approved at the next convened general meeting of shareholders. However, stock options cannot be granted to directors by resolution of the Board of Directors.
③ Stock options may be granted to employees of the Company or its affiliated companies as defined in Article 30, Paragraph 1 of the Enforcement Decree of the Commercial Act, who contribute or are likely to contribute to the establishment, management, overseas operations, or technological innovation of the Company. Stock options may also be granted to persons other than employees, as stipulated under the Enforcement Decree of the Special Measures for the Promotion of Venture Businesses Act, provided they meet the conditions of Article 16-3 of the same Act. However, after the Company is listed on a stock exchange, stock options may not be granted to individuals who qualify under Article 16-3 of the Special Measures for the Promotion of Venture Businesses Act.
④ Notwithstanding the provisions of Paragraph 3, stock options may not be granted to the largest shareholder, special related persons, or major shareholders and their special related persons, in accordance with Article 542-8, Paragraph 2 of the Commercial Act. However, stock options may be granted to individuals who become special related persons by becoming employees of the Company or its affiliated companies, including directors or auditors who do not participate in the management of affiliated companies.
⑤ The number of stock options granted to any individual employee or officer shall not exceed ten percent (10%) of the total number of issued shares.
⑥ Shares issued upon the exercise of stock options shall be registered common shares. In the case of stock options that provide cash or treasury shares as the difference between the exercise price and market value, the number of shares used to calculate the difference shall be specified.
⑦ Stock options may be exercised within five (5) years from the date the option holder has served the Company for at least two (2) years from the date of the resolution granting the stock options. However, if the option holder dies or retires for reasons beyond their control within two (2) years of the resolution, the stock options may be exercised during the designated exercise period.
⑧ Dividends on new shares issued through the exercise of stock options shall be subject to the provisions of Article 13.
⑨ Stock options may be canceled by resolution of the Board of Directors if any of the following conditions are met:
1. The option holder resigns or retires at their own request;
2. Stock options may be canceled by resolution of the Board of Directors if the option holder causes significant damage to the Company through willful misconduct or gross negligence;
3. The Company becomes insolvent or is dissolved, rendering the exercise of stock options impossible; or
4. Any other grounds for cancellation as stipulated in the stock option agreement arise.
⑩ The method for granting stock options shall be determined by resolution of the general meeting of shareholders, in one of the following ways:
1. Issuing new shares upon the exercise of stock options at the exercise price;
2. Transferring treasury shares at the exercise price; or
3. Paying the difference between the exercise price and market value in cash or treasury shares.
⑪ The exercise price of the stock options shall be at least the amount specified in the following items, and the market value under Paragraph 3 of Article 10 shall be determined based on the value of the shares on the date the stock option is exercised, as evaluated in accordance with Article 60 of the Inheritance Tax and Gift Tax Act and Article 49 of its Enforcement Decree.
1. In the case of issuing and delivering new stocks, the higher amount among the following items:
A. The market price of the shares at the time of the stock option grant, as evaluated in accordance with Article 49 of the Enforcement Decree of the Inheritance and Gift Tax Act (hereinafter referred to as "market price at the time of grant"); or
B. The face value of the shares.
2. In the case of delivering cash or treasury shares, the market price of the shares as evaluated in Subparagraph 1(a).
⑫ Notwithstanding Paragraph 11, When stock options are granted by issuing new shares, and if the following conditions are all met, the exercise price may be set lower than the market price at the time of the grant, in accordance with Article 16-3, Paragraph 4 of the Special Measures for the Promotion of Venture Businesses Act:
1. The exercise price of the stock options is at least the face value of the shares;
2. The stock options are granted through the issuance of new shares; and
3. The person granted the stock options is an employee or officer of the company or a company acquired by the company.
Article 11 (Preemptive Rights) (Amended March 29, 2024)
① Shareholders shall have the preemptive right to subscribe for new shares in proportion to the number of shares they own.
② Notwithstanding the provisions of Paragraph 1, the Board of Directors may allocate new shares to persons other than shareholders under the following circumstances:
1. Issuance of new shares through a public offering in accordance with the Capital Markets Act, within the limit of twenty percent (20%) of the total number of issued shares;
2. Allocation of shares on a priority basis to employee stock ownership associations, within the limit of twenty percent (20%) of the total number of issued shares, in accordance with Article 165(7) of the Capital Markets Act or Article 38 of the Framework Act on Labor Welfare.;
3. Issuance of new shares in connection with the exercise of stock options under the Commercial Act or the Special Measures for the Promotion of Venture Businesses Act;
4. Issuance of new shares to domestic or foreign financial institutions or institutional investors to raise urgent capital, within the limit of twenty percent (20%) of the total number of issued shares;
5. Issuance of new shares, within the limit of twenty percent (20%) of the total number of issued shares, to institutions, unions, individuals, or other counterparties, for the purpose of achieving the Company's business objectives, such as improving the financial structure, introducing technology, forming business alliances, pursuing new business ventures, or raising urgent capital.
6. Issuance of new shares for listing the Company’s shares on a securities exchange in accordance with the Capital Markets Act;
7. Issuance of new shares to the lead underwriter in accordance with the regulations on underwriting securities for listing on the KOSDAQ or stock exchange; or
8. Issuance of new shares to foreign investors for foreign direct investment in accordance with the Foreign Investment Promotion Act, within the limit of twenty percent (20%) of the total number of issued shares.
③ The types and number of shares to be issued, as well as the issuance price, shall be determined by resolution of the Board of Directors.
④ In the event that a shareholder waives or loses their preemptive right, or if fractional shares arise from the allocation of new shares, the Board of Directors shall determine how to handle such shares.
⑤ In the case of new shares allocated to persons other than shareholders under Paragraph 2, the Company shall notify shareholders or publicly announce the matters specified in Article 416 of the Commercial Act at least two (2) weeks prior to the payment date. However, this requirement may be fulfilled by disclosing a major matters report to the Financial Services Commission and the securities exchange at least one (1) week prior to the payment date, in accordance with the Capital Markets Act.
Article 12 (Retirement of Shares) (Established March 31, 2023)
The Company may retire treasury shares held by the Company by resolution of the Board of Directors.
Article 13 (Equal Dividends for New Shares) (Amended March 31, 2023)
New shares issued by the Company prior to the record date for dividends, whether through a capital increase with or without consideration, or through a stock dividend, shall be entitled to receive dividends on the same terms as existing shares.
Article 14 (Registrar of Transfers) (Amended March 31, 2023)
① The Company may appoint a registrar of transfers for its shares.
② If a registrar of transfers is appointed, the Board of Directors shall determine the scope of the registrar’s responsibilities and the location of the registrar’s office.
③ If a registrar of transfers is appointed, the Company shall maintain its shareholder registry or a copy thereof at the registrar’s office, and the registrar shall be responsible for handling the electronic registration of shares, management of the shareholder registry, and other administrative matters related to shares.
④ Procedures for the registration of shares shall be governed by the regulations of the registrar of transfers.
Article 15 (Closure of Shareholder Registry and Record Date) (Amended March 29, 2023)
① The Company shall suspend changes to entries in the shareholder registry concerning shareholders' rights from January 1 to January 7 of each year. However, this provision shall not apply if shares are electronically registered in the electronic registration account book in accordance with the Act on Electronic Registration of Stocks, Bonds, etc.
② Shareholders entered in the final shareholder registry as of December 31 shall be entitled to exercise their rights at the annual general meeting of shareholders held in respect of that fiscal year.
③ In cases where it is necessary to convene an extraordinary general meeting of shareholders or for other purposes, the Board of Directors may, by resolution, suspend changes to entries in the shareholder registry for a specified period not exceeding three (3) months, or designate a record date for determining the shareholders entitled to exercise their rights. In such cases, the Company shall make a public announcement of the suspension or record date at least two (2) weeks in advance.
Article 16 (Notification of Address, Name, and Seal or Signature of Shareholders) (Amended March 29, 2024)
① Shareholders and registered pledgees shall notify the registrar of transfers of their name, address, and seal or signature.
② Shareholders and registered pledgees residing outside the Republic of Korea must designate a place within the Republic of Korea for receiving notifications and appoint a representative, and such details must be reported to the Company.
③ The same shall apply in the event of any changes to the information specified in Paragraphs 1 and 2.
④ Paragraphs 1 through 3 shall not apply if the shares are electronically registered in the electronic registration account book in accordance with the Act on Electronic Registration of Stocks, Bonds, etc.
Article 17 (Preparation and Maintenance of Shareholder Registry) (Established March 31, 2023)
① When the Company receives a notice from the electronic registration institution regarding the details of ownership, it shall prepare and maintain the shareholder registry by recording the notified details and the date of notification.
② If necessary, such as in cases where there are changes to the status of shareholders holding five percent (5%) or more of the Company's shares (including related parties), the Company may request the electronic registration institution to prepare a detailed report on ownership.
③ The Company’s shareholder registry may be prepared in electronic format in accordance with Article 352-2 of the Commercial Act.
Chapter III: Bonds
Article 18 (Issuance of Convertible Bonds) (Amended March 29, 2024)
① The Company may issue convertible bonds to shareholders and non-shareholders by resolution of the Board of Directors in the following cases:
1. The total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), convertible bonds may be issued through a public offering.
2. Issuance of convertible bonds, within a limit of five hundred billion (KRW 500,000,000,000) Korean Won, for the purpose of achieving management objectives such as the introduction of new technology or improvement of the Company’s financial structure, in accordance with Article 513, Paragraph 3 of the Commercial Act;
3. Issuance of convertible bonds, within a limit of five hundred billion (KRW 500,000,000,000) Korean Won, for foreign investment in accordance with the Foreign Investment Promotion Act;
4. Issuance of convertible bonds, within a limit of five hundred billion (KRW 500,000,000,000) Korean Won, for the purpose of introducing important technology, research and development, production, sales, or capital alliances with other companies;
5. The total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), and where the Company requires urgent capital for business operations, convertible bonds may be issued by resolution of the Board of Directors at a reasonable market price determined at the time of the issuance resolution, to domestic or foreign financial institutions, institutional investors (including various pension funds), or domestic and foreign corporations or individual investors.
6. Issuance of convertible bonds, within a limit of five hundred billion (KRW 500,000,000,000) Korean Won, to Korean venture capital associations, specialized companies under the Specialized Credit Finance Business Act, new technology venture capital associations, small and medium-sized business venture capital associations, and institutional investors under the Corporate Tax Act;
7. Issuance of convertible bonds, within a limit of five hundred billion (KRW 500,000,000,000) Korean Won, to individuals or corporations related to the Company’s business operations or to form strategic alliances, including mergers or acquisitions with other companies.
② The Board of Directors may decide to issue convertible bonds with conversion rights attached only to a portion of the bonds.
③ Shares issued upon conversion shall be registered common shares or redeemable convertible preferred shares, and the conversion price shall be at or above the par value of the shares. If the bonds are convertible into more than one type of share, the proportion of each type and the terms of issuance for redeemable convertible preferred shares shall be determined by the Board of Directors at the time of issuance.
④ The conversion period shall commence on the day following the issuance of the bonds and continue until the day immediately preceding the redemption date. However, the Board of Directors may, by resolution, adjust the conversion period within the initial period.
⑤ The provisions of Article 13 (Equal Dividends for New Shares) shall apply to dividends on shares issued by conversion, as well as the payment of interest on convertible bonds.
⑥ Any matters not expressly provided for in this Article concerning the issuance of convertible bonds shall be determined by resolution of the Board of Directors.
Article 19 (Issuance of Bonds with Warrants) (Amended March 31, 2023)
① The Company may, by a resolution of the Board of Directors, issue bonds with warrants to shareholders or non-shareholders in any of the following circumstances:
1. In the event that the total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), and such bonds with warrants are issued through a public offering.
2. In the event that bonds with warrants are issued for the purpose of facilitating foreign investment under the Foreign Investment Promotion Act, within a limit of five hundred billion Korean Won (KRW 500,000,000,000), due to the operational needs of the Company.
3. In the event that the total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), and such bonds with warrants are issued to a partner company for the purpose of acquiring significant technology, research and development, or forming business alliances, including partnerships for production and sales capital.
4. In the event that bonds with warrants are issued, within a limit of five hundred billion Korean Won (KRW 500,000,000,000), to domestic or foreign financial institutions, institutional investors (including various pension funds), domestic or foreign corporations, or individual investors at an appropriate market price as determined by a resolution of the Board of Directors, for the urgent need to secure operational capital for business purposes.
5. In the event that the total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), and such bonds with warrants are issued to Korea Venture Investment Corporation and its management companies pursuant to the Special Measures for the Promotion of Venture Businesses Act, new technology financing companies and new technology investment associations under the Specialized Credit Finance Business Act, small and medium-sized enterprise startup investment companies, small and medium-sized enterprise startup investment associations under the Support for Small and Medium Enterprise Establishment Act, or institutional investors under the Corporate Tax Act.
6. In the event that the total face value of the bonds does not exceed five hundred billion Korean Won (KRW 500,000,000,000), and such bonds with warrants are issued to officers, employees, or other individuals or corporations related to the Company’s business or issued to pursue strategic alliances, including acquisitions or mergers with other companies.
② The amount of new stock subscription rights exercisable through the bonds shall be determined by the Board of Directors, provided that it does not exceed the total face value of the bonds.
③ Shares issued upon the exercise of the warrants shall be common shares, and the issue price of such shares shall be determined by the Board of Directors at the time of the bond issuance, provided that such price shall not be lower than the face value of the shares.
④ The period during which the warrants may be exercised shall commence on the day following the date of issuance of the bonds and shall expire on the day immediately preceding the maturity date of the bonds, provided that the Board of Directors may, by resolution, adjust the exercise period within such timeframe.
⑤ Dividends on shares issued upon the exercise of warrants shall be subject to Article 13 (Equal Dividends on New Shares).
⑥ All other matters relating to the issuance of bonds with warrants not expressly provided for herein shall be determined by resolution of the Board of Directors.
Article 20 (Issuance of Participating Bonds) (Established March 31, 2023)
① The Company may, pursuant to a resolution of the Board of Directors, issue participating bonds to shareholders or non-shareholders, provided that the total face value of the bonds shall not exceed five hundred billion Korean Won (KRW 500,000,000,000).
② Participating bonds issued pursuant to Paragraph 1 may participate in dividends at a fixed ratio to common shares, as determined by the Board of Directors.
③ The issue price of participating bonds issued pursuant to Paragraph 1 shall be determined by the Board of Directors at the time of issuance.
④ All other detailed matters regarding the issuance of participating bonds shall be determined by resolution of the Board of Directors.
Article 21 (Issuance of Exchangeable Bonds) (Established March 31, 2023)
① The Company may, pursuant to a resolution of the Board of Directors, issue exchangeable bonds to shareholders or non-shareholders, provided that the total face value of the bonds shall not exceed five hundred billion Korean Won (KRW 500,000,000,000).
② All detailed matters regarding the issuance of exchangeable bonds shall be determined by resolution of the Board of Directors.
Article 22 (Delegation of Authority for Bond Issuance) (Established March 31, 2023)
The Board of Directors may delegate to the Chief Executive Officer the authority to determine the amount and type of bonds to be issued, provided that such delegation shall not exceed a period of one (1) year.
Article 23 (Application of Provisions Regarding Bond Issuance) (Amended March 31, 2023)
The provisions of Article 14 (Registrar of Transfers) and Article 16 (Notification of Address, Name, Seal, or Signature of Shareholders and Others) shall apply mutatis mutandis to the issuance of bonds. However, in cases where shares are electronically registered in the electronic registration account book pursuant to the Act on Electronic Registration of Stocks, Bonds, etc., the application of Article 16 shall be omitted.
Article 24 (Electronic Registration of Rights Represented by Bonds and Warrants) (Established March 29, 2024)
The Company may, in lieu of issuing bond certificates and warrants, electronically register the rights represented by such bonds and warrants in the electronic registration account book maintained by an electronic registration institution. However, with respect to bonds, electronic registration may not be required, except for listed bonds which are mandated by law to be electronically registered.
Chapter IV: General Meeting of Shareholders
Article 25 (Convening of Meetings and Convening Authority) (Amended March 29, 2024)
① The Company shall convene an annual general meeting of shareholders for each fiscal year, and extraordinary general meetings of shareholders shall be convened as necessary, either by resolution of the Board of Directors or as required by law.
② The general meeting of shareholders shall, except where otherwise provided by law, be convened by the Chief Executive Officer upon resolution of the Board of Directors. In the event the Chief Executive Officer is unable to convene the meeting, the provisions of Article 40 shall apply.
Article 26 (Notice and Announcement of General Meetings) (Established March 29, 2024)
① When convening a general meeting of shareholders, the Company shall notify each shareholder of the date, time, place, and agenda of the meeting either by written notice or by electronic means with the consent of the shareholders, at least two (2) weeks prior to the meeting.
② In cases where shareholders hold less than one percent (1%) of the total voting shares, the Company may substitute the individual notice requirement by publishing the meeting details, including the agenda, in at least two (2) separate editions of both the Korea Economic Daily and the Maeil Business Newspaper, which are circulated in Seoul, or by making an electronic disclosure through the system operated by the Financial Supervisory Service or the Korea Exchange, at least two (2) weeks prior to the meeting.
③ In the event that the Company provides notice of a general meeting pursuant to Paragraph 1, or makes a public announcement pursuant to Paragraph 2, and the agenda includes the election of directors or auditors, the Company must include the following details in the notice or announcement: the names, career histories, nominators, and any other information concerning the candidates for directors or auditors as required by the Enforcement Decree of the Commercial Act.
④ In the event that the Company issues a notice or makes a public announcement of a general meeting of shareholders in accordance with Paragraphs 1 and 2, it must include the information required under Article 542-4, Paragraph 3 of the Commercial Act. However, this requirement shall be deemed fulfilled if the relevant information is posted on the Company’s website and made available at the Company’s headquarters, branches, transfer agent, the Financial Services Commission, and the Korea Exchange.
Article 27 (Venue of General Meetings) (Amended March 29, 2024)
The general meeting of shareholders shall be held at the Company’s principal office, unless otherwise determined by the Board of Directors, in which case it may be held at a branch office or any other location as deemed appropriate.
Article 28 (Chairperson of the General Meeting) (Amended March 29, 2024)
① The Chairperson of the general meeting of shareholders shall be the Chief Executive Officer (President) of the Company.
② In the event that the Chief Executive Officer is unable to serve as chairperson, the provisions of Article 39 shall apply. However, notwithstanding the provisions of Article 39, the shareholders may, by resolution of the general meeting in accordance with Article 34, elect another person to serve as the chairperson of the general meeting.
Article 29 (Authority of the Chairperson to Maintain Order) (Amended March 29, 2024)
① The Chairperson of the general meeting of shareholders shall have the authority to order any person who disrupts the proceedings or otherwise causes significant disorder through speech or conduct to cease speaking or to leave the meeting.
② The Chairperson may limit the time and number of remarks made by shareholders if deemed necessary to ensure the smooth conduct of the meeting.
Article 30 (Voting Rights of Shareholders) (Amended March 29, 2024)
Each shareholder shall be entitled to one (1) vote per share of voting stock held.
Article 31 (Exercise of Voting Rights by Proxy) (Established March 29, 2024)
① A shareholder may exercise their voting rights through a proxy.
② The proxy shall submit to the Company, prior to the commencement of the general meeting, a document (power of attorney) evidencing their authority to act on behalf of the shareholder.
Article 32 (Restriction on Voting Rights of Cross-Held Shares) (Established March 31, 2023)
In the event that the Company, a subsidiary of the Company, or a subsidiary of a subsidiary of the Company holds more than one-tenth (10%) of the total issued shares of another company, any shares of the Company held by such other company shall be deprived of voting rights.
Article 33 (Non-Uniform Exercise of Voting Rights) (Established March 31, 2023)
① A shareholder holding two (2) or more voting rights who intends to exercise such rights in a non-uniform manner shall notify the Company of such intent in writing or by electronic document at least three (3) days prior to the date of the general meeting of shareholders, specifying the reason for such non-uniform exercise.
② The Company may refuse a request for non-uniform voting rights exercise. However, this restriction not apply in cases where the shareholder holds the shares in trust or holds them on behalf of another person.
Article 34 (Method of Resolutions at General Meetings) (Amended March 31, 2023)
Unless otherwise provided by law or these Articles of Incorporation, resolutions at a general meeting of shareholders shall be adopted by the affirmative vote of a majority of the voting rights of the shareholders present at the meeting, provided that such affirmative votes represent at least one-fourth (25%) of the total issued shares.
Article 35 (Minutes of General Meetings) (Amended March 29, 2024)
① Minutes shall be prepared for all proceedings of the general meeting of shareholders.
② The minutes shall record the proceedings and the results, and the chairperson along with the directors present shall sign or affix their seals to the minutes. These minutes shall be kept at the Company's principal office and its branch offices.
Chapter V: Directors, Board of Directors, and Chief Executive Officer
Article 36 (Number of Directors) (Amended March 29, 2024)
The Company shall have no fewer than three (3) and no more than seven (7) directors. The Company may also appoint outside directors.
Article 37 (Election of Directors) (Amended March 29, 2024)
① Directors shall be elected at the general meeting of shareholders.
② The election of directors shall require the affirmative vote of a majority of the voting rights of the shareholders present at the meeting, provided that such affirmative votes represent at least one-fourth (25%) of the total issued shares.
③ The cumulative voting system as prescribed by the Commercial Act shall not apply to the election of two (2) or more directors.
Article 38 (Term of Directors) (Amended March 29, 2024)
① The term of office for a director shall be three (3) years. However, if the term of office of a director expires after the final day of the fiscal year but prior to the annual general meeting of shareholders for that fiscal year, the term shall be extended until the conclusion of such meeting.
② In the event a director is elected to fill a vacancy, the term of office of such director shall be the remaining term of the predecessor.
Article 39 (Duties of Directors) (Amended March 29, 2024)
① The Chief Executive Officer shall represent the Company and oversee its overall operations. However, if there are multiple Chief Executive Officers, the Board of Directors shall determine whether they will represent the Company individually or jointly.
② The Chairman or Vice Chairman may provide advice to the Chief Executive Officer or offer opinions on significant business matters.
③ The Executive Vice Presidents, Managing Directors, and other Directors shall assist the Chief Executive Officer and perform duties as assigned by the Board of Directors.
④ In the event the Chief Executive Officer is unable to perform their duties, the duties shall be assumed by another Chief Executive Officer or by the officers in the order specified in Paragraph 3.
Article 40 (Obligations of Directors) (Amended March 29, 2024)
① Directors shall faithfully perform their duties in accordance with applicable laws and these Articles of Incorporation for the benefit of the Company.
② Directors shall perform their duties with the care and diligence of a good manager, acting in the best interest of the Company.
③ Directors shall not disclose, during or after their term of office, any business secrets or confidential information of the Company obtained in the course of performing their duties.
④ Directors shall immediately report to the auditor any fact discovered during the performance of their duties that may cause significant harm to the Company.
Article 41 (Remuneration and Retirement Benefits of Directors) (Amended March 29, 2024)
① The remuneration of directors (excluding retirement benefits and bereavement compensation as specified in Paragraphs 2 and 3 of this Article) shall be determined by a resolution of the general meeting of shareholders or in accordance with the regulations on officers’ remuneration and bonuses, subject to approval by the general meeting of shareholders.
② Retirement benefits for directors shall be determined in accordance with the regulations on officer retirement benefits, subject to the approval of the general meeting of shareholders.
Article 42 (Composition and Convening of the Board of Directors) (Amended March 29, 2024)
① The Board of Directors shall consist of the Company’s directors and shall be responsible for resolving important matters concerning the Company's business.
② The Board of Directors shall be convened by the Chief Executive Officer or a director designated by the Board. Notice of the meeting shall be given to each director and auditor at least seven (7) days prior to the meeting. However, this notice period may be waived if all directors and auditors agree.
③ The chairperson of the Board of Directors shall be the director authorized to convene the Board, as set forth in Paragraph 2. Other directors may request the convening of a meeting if the convening authority refuses without legitimate reason, and in such a case, another director may convene the meeting.
④ Directors shall report on the status of business execution to the Board of Directors at least once every three (3) months.
Article 43 (Method of Resolutions by the Board of Directors) (Amended March 29, 2024)
① Resolutions of the Board of Directors shall, unless otherwise provided by law or these Articles of Incorporation, require the affirmative vote of a majority of the directors present at a meeting, which must be attended by a majority of the directors in office.
② The Board of Directors may allow some or all of its members to participate in a meeting via remote communication, provided that all participants can simultaneously transmit and receive audio. In such cases, directors participating via remote communication shall be deemed to have attended the meeting in person.
③ A director who has a special interest in a resolution shall not exercise voting rights on that matter.
Article 44 (Minutes of the Board of Directors) (Amended March 29, 2024)
① Minutes shall be prepared for all proceedings of the Board of Directors.
② The minutes shall record the agenda, the summary of proceedings, the results, and any dissenting opinions with reasons. The directors and auditors present shall sign or affix their seals to the minutes.
Article 45 (Appointment of Chief Executive Officer and Other Officers) (Amended March 29, 2024)
① The Chief Executive Officer shall be appointed by the Board of Directors.
② The Company may appoint a President and, if necessary, a certain number of Executive Vice Presidents and Managing Directors.
③ The President, Executive Vice Presidents, and Managing Directors shall be appointed from among the directors by resolution of the Board of Directors.
④ The Chief Executive Officer shall represent the Company. In cases where there are multiple Chief Executive Officers, they shall represent the Company individually, unless otherwise determined by the Board of Directors.
Article 46 (Advisors and Counselors) (Amended March 29, 2024)
① The Company may appoint advisors and counselors by resolution of the Board of Directors.
② Advisors and counselors who do not serve on a full-time basis shall not be registered with the corporate registry.
Article 47 (Committees) (Established March 29, 2024)
① Pursuant to Article 393-2 of the Commercial Act, the Company may establish committees composed of at least two (2) directors. Such committees may include:
1. Transparent Management Committee
2. Internal Control Committee
3. Risk Management Committee
4. Internal Transactions Committee
5. Other committees deemed necessary by the Board of Directors
② Detailed matters concerning the composition, authority, and operation of each committee shall be determined by resolution of the Board of Directors.
③ Unless otherwise provided in these Articles of Incorporation, Articles 42 through 44 shall apply mutatis mutandis to the committees.
Chapter VI: Auditors
Article 48 (Number of Auditors) (Amended March 31, 2023)
The Company shall appoint at least one (1) auditor.
Article 49 (Appointment and Dismissal of Auditors) (Amended March 31, 2023)
① Auditors shall be appointed and dismissed by resolution at the general meeting of shareholders.
② Any proposal for the appointment or dismissal of an auditor must be presented and resolved separately from the proposal for the appointment or dismissal of directors.
③ The appointment of an auditor shall require the affirmative vote of a majority of the voting rights of the shareholders present at the meeting, provided that such votes represent at least one-fourth (25%) of the total number of issued shares. However, if electronic voting is allowed in accordance with Article 368-4, Paragraph 1 of the Commercial Act, the appointment of an auditor may be approved by the affirmative vote of a majority of the voting rights of the shareholders present.
④ The dismissal of an auditor shall require the affirmative vote of at least two-thirds (66.67%) of the voting rights of the shareholders present at the meeting, provided that such votes represent at least one-third (33.33%) of the total number of issued shares.
⑤ For the purposes of appointing or dismissing an auditor, any shareholder who holds more than three hundredths (3%) of the total number of issued shares with voting rights, including shares held by the largest shareholder, special related persons, or those who hold shares on behalf of or have been delegated voting rights by the largest shareholder or related persons, shall not exercise voting rights for the shares exceeding the three hundredths (3%) threshold.
Article 50 (Term and Vacancy of Auditors) (Amended March 31, 2023)
① The term of office for an auditor shall expire at the conclusion of the annual general meeting of shareholders held for the final fiscal year within three (3) years from the date of the auditor’s appointment.
② In the event of a vacancy in the office of the auditor, a replacement shall be appointed at the general meeting of shareholders. However, if the minimum number of auditors as stipulated in Article 48 is maintained and there is no disruption to the Company's operations, the appointment of a replacement may not be necessary.
Article 51 (Duties of Auditors) (Amended March 29, 2024)
① Auditors shall have the duty to audit the Company’s financial accounts and business operations.
② Auditors may attend meetings of the Board of Directors and shall have the right to express their opinions on matters discussed at such meetings.
③ Auditors may request the convening of an extraordinary general meeting of shareholders by submitting a written request to the Board of Directors, stating the agenda and the reasons for convening the meeting.
④ If necessary, an auditor may request the convening of a meeting of the Board of Directors by submitting a written document detailing the agenda and reasons for the meeting to the directors (or to the person authorized to convene the meeting, if applicable).
⑤ If the Board of Directors fails to promptly convene a meeting following a request made under Paragraph 4, the auditor who made the request shall have the authority to convene the meeting.
⑥ Auditors may request reports on the business operations of the Company’s subsidiaries if necessary for the performance of their duties. If a subsidiary fails to provide a prompt response or if the auditor deems it necessary to verify the information provided, the auditor may inspect the subsidiary’s operations and financial condition.
⑦ The confidentiality obligations set forth in Article 40, Paragraph 3, shall apply mutatis mutandis to auditors.
⑧ Auditors may seek assistance from external experts, at the Company's expense, if such assistance is necessary for the performance of their duties.
Article 52 (Audit Records) (Established March 31, 2023)
Auditors shall prepare written records of the audit procedures and results. These records shall include the details of the audit process and its findings, and the auditor conducting the audit shall sign or affix their seal to the records.
Article 53 (Remuneration and Retirement Benefits of Auditors) (Amended March 29, 2024)
① The provisions of Article 41 regarding the remuneration and retirement benefits of directors shall apply mutatis mutandis to auditors.
② Any proposal regarding the remuneration of auditors shall be presented and resolved as a separate agenda item from the remuneration of directors.
Chapter VII: Accounting
Article 54 (Fiscal Year) (Amended March 31, 2023)
The fiscal year of the Company shall commence on the first (1st) day of January and end on the thirty-first (31st) day of December of each calendar year.
Article 55 (Preparation of Financial Statements and Other Documents) (Amended March 31, 2023)
① The Chief Executive Officer of the Company shall prepare the documents specified in Articles 447 and 447-2 of the Commercial Act, including financial statements and business reports, and obtain the approval of the Board of Directors.
② The Chief Executive Officer shall submit the documents referenced in Paragraph 1 to the auditor at least six (6) weeks prior to the date of the annual general meeting of shareholders or the deadline for submitting the business report.
③ The auditor shall provide the audit report to the Chief Executive Officer at least one (1) week prior to the date of the annual general meeting of shareholders or the deadline for submitting the business report.
④ The Chief Executive Officer shall retain the documents referenced in Paragraph 1, along with the auditor’s report, at the Company’s principal office for a period of five (5) years and at its branch offices for a period of three (3) years, commencing one (1) week prior to the date of the annual general meeting of shareholders.
⑤ The Chief Executive Officer shall submit the documents specified in Article 447 of the Commercial Act to the annual general meeting of shareholders for approval and shall report the contents of the documents specified in Article 447-2 of the Commercial Act at the same meeting.
⑥ Upon obtaining approval for the documents referenced in Paragraph 5, the Chief Executive Officer shall, without delay, publicly announce the balance sheet and the opinion of the external auditor.
Article 56 (Appointment of External Auditor) (Established March 31, 2023)
When appointing an external auditor, the Company shall obtain approval from the auditor or the Audit Committee, in accordance with the Act on External Audit of Stock Companies. The Company shall report such appointment at the next convened general meeting of shareholders or notify shareholders of the appointment either through direct communication or public announcement following the appointment of the external auditor.
Article 57 (Disposition of Profits) (Amended March 29, 2024)
The Company shall dispose of its unappropriated retained earnings for each fiscal year in the following manner:
1. Legal reserve;
2. Other statutory reserves;
3. Dividends;
4. Voluntary reserves; and
5. Other amounts as determined for disposal of retained earnings.
Article 58 (Dividends) (Amended March 31, 2023)
① Dividends may be distributed either in cash or in kind.
② The Company may, by resolution of the Board of Directors, designate a record date for determining the shareholders entitled to receive dividends as referenced in Paragraph 1. If a record date is set, the Company shall announce the record date at least two (2) weeks in advance.
③ In cases where dividends are paid in shares, if the Company has issued multiple classes of shares, dividends shall be paid in shares of the same class as held by the shareholders.
④ The declaration and amount of dividends shall be determined by resolution of the general meeting of shareholders.
Article 59 (Interim Dividends) (Amended March 31, 2023)
① The Company may, once during each fiscal year, pay interim dividends to shareholders in accordance with Article 462-3 of the Commercial Act. Interim dividends shall be paid out of profits.
② The Company may, by resolution of the Board of Directors, designate a record date for determining the shareholders entitled to receive interim dividends as referenced in Paragraph 1. If a record date is set, the Company shall announce the record date at least two (2) weeks in advance.
③ The amount of interim dividends shall not exceed the difference between the net assets on the balance sheet of the most recent fiscal year and the following items:
1. The amount of capital as of the most recent fiscal year;
2. The sum of the capital reserve and legal reserve accumulated as of the most recent fiscal year;
3. The amount determined to be distributed as dividends at the most recent annual general meeting of shareholders;
4. The amount of voluntary reserves accumulated for a specific purpose, as required by the Articles of Incorporation or by resolution of the general meeting of shareholders;
5. The amount of legal reserve that must be accumulated during the current fiscal year due to the payment of interim dividends; and
6. Unrealized profits as prescribed by the Enforcement Decree of the Commercial Act.
Chapter VIII: Miscellaneous
Article 60 (Operational Regulations)
The Company may, by resolution of the Board of Directors, establish rules and regulations necessary for the operation and management of the Company.
Article 61 (Matters Not Addressed in These Articles of Incorporation)
Any matters not expressly provided for in these Articles of Incorporation shall be governed by resolutions of the general meeting of shareholders, the Commercial Act, and other applicable laws and regulations.
Addendum
Addendum <No. 0001, November 18, 2015>
Article 1 (Effective Date)
These Articles of Incorporation shall become effective on the date they are notarized by a public notary. However, if the requirement for notarization is exempted, these Articles shall become effective as of the date of their drafting.
Article 2 (First Fiscal Year)
The first fiscal year of the Company shall commence on the date of its incorporation and end on December 31 of the same year.
Article 3 (Names, Resident Registration Numbers, and Addresses of Incorporators)
The names, resident registration numbers, and addresses of the incorporators of the Company shall be as recorded at the conclusion of these Articles of Incorporation.
Addendum <No. 0002, May 13, 2016>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of May 13, 2016.
Addendum <No. 0003, April 12, 2017>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of April 12, 2017.
Addendum <No. 0004, May 18, 2017>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of May 18, 2017.
Addendum <No. 0005, March 29, 2019>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of March 29, 2019.
Addendum <No. 0006, December 13, 2021>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of December 13, 2021.
Addendum <No. 0007, June 21, 2022>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of June Twenty-First, Two Thousand Twenty-Two (2022).
Addendum <No. 0008, March 31, 2023>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of March 31, 2023.
Addendum <No. 0009, October 5, 2023>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of October 5, 2023.
Addendum <No. 0010, March 29, 2024>
Article 1 (Effective Date) These Articles of Incorporation shall take effect as of March 29, 2024.
