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Corporate Governance
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Article 1 [Name]
The name of the Company shall be AJ, written in Korean as 에이제이 주식회사 and in English as AJ Co., Ltd.
Article 2 [Purpose]
The purpose of the Company is to engage in the following businesses:
1. Short and long-term leasing of measurement instruments, information devices, medical equipment, etc.
2. Sales, installment sales, and brokerage of items listed in item 1.
3. E-commerce related to the businesses of items 1 and 2.
4. Purchase, management, and collection of accounts receivable.
5. Supplementary businesses related to the businesses of items 1 through 4.
6. Air dome rental business.
7. Iron structure manufacturing and leasing business.
8. Tent rental business.
9. Stage rental and equipment business.
10. Tech system leasing business.
11. Restroom rental business.
12. Outdoor viewing platform rental business.
13. Fence rental business.
14. Exhibition booth rental business.
15. Grass protection flooring rental business.
16. Manufacturing and trading of products related to the above items.
17. Rental of construction and civil engineering machinery.
18. Leasing and sale of industrial and office machinery and equipment.
19. Personal and household goods rental business.
20. Rental and sale of transportation equipment.
21. Sale of machinery, equipment, and parts related to the above items, repair business.
22. Construction waste separation and recycling sale.
23. Outdoor advertising business.
24. Trading related to the above items.
25. Building management services.
26. Building material sales.
27. Dispatch of labor.
28. Comprehensive consulting on corporate management.
29. Provision of information and mediation on corporate acquisition and merger, education.
30. Real estate investment management and sales-related consulting.
31. Real estate leasing.
32. Domestic and foreign capital procurement-related consulting, account receivable management and collection.
33. Comprehensive venture investment consulting.
34. Investment advice and entrepreneurship consulting.
35. Software development and sales.
36. Installment finance business.
37. Crane ship dismantling and rescue.
38. Maritime equipment leasing.
39. Land and sea cargo transportation business.
40. Underwater construction business.
41. Iron structure dismantling and installation.
42. Machinery installation business.
43. Steel structure installation business.
44. Data entry business.
45. Database construction business.
46. Semiconductor equipment, component wholesale and retail.
47. Comprehensive trading business.
48. Business facility and industrial goods cleaning business.
49. Wood pallets, wooden pallets, and other loading board manufacturing and processing, and sales.
50. Sale of construction and civil engineering machinery equipment.
51. Telecommunications sales.
52. Other telecommunication sales.
53. Funding and business support for subsidiaries.
54. Fund-raising business for subsidiaries.
55. Office support business for subsidiaries.
56. Management consulting.
57. Market research and business consulting.
58. Management of brand and trademark intellectual property rights and licensing business.
59. Real estate business and leasing.
60. Advertising business.
61. Domestic and foreign advertising agency and sale of advertisements.
62. Research and technical development and provision of technical information.
63. Export and import related to each item above.
64. Dispatch and provision of services.
65. Operation and sale of information.
66. Goods and product sales and related auxiliary businesses via e-commerce, internet, etc.
67. Business services and consulting services necessary for management activities.
68. Exhibition and event agency business.
69. Rental of equipment and machinery for exhibitions and events.
70. Repair, disassembly, regeneration, and sale of second-hand information equipment.
71. Second-hand industrial equipment sales business.
72. Software sales and maintenance business.
73. Leasing information business.
74. Market research, advertising and public relations office business.
75. Environmental survey and consulting business.
76. Storage and warehouse business.
77. Transportation business.
78. Export and import agency business related to each item above.
79. Manufacturing industry related to each item above.
80. Computer and peripheral equipment manufacturing and wholesale and leasing business.
81. Information device, copier, and peripheral equipment leasing.
82. Copy machine and office equipment manufacturing, wholesale, and leasing.
83. Telecommunication equipment and communication equipment equipment business.
84. Telecommunication equipment and communication equipment installation business.
85. Sales, installment sales, and brokerage of items above.
86. Hardware maintenance and repair service.
87. Organizational computer consulting.
88. Online publishing and selling of printed matter.
89. Operation and production of output centers and output production.
90. Packaging material manufacturing, sale, and leasing.
91. Mold manufacturing and sales.
92. Comprehensive transportation agency business.
93. International logistics brokerage business.
94. RFID related business and utilization service business.
95. Machinery and equipment brokerage business.
96. Wholesale of construction and mining machinery and equipment.
97. Supplementary business related to each of the above items.
Article 3 [Location of Headquarters and Installation of Branches]
1. The main office of the Company shall be located in Seoul, South Korea.
2. The Company may establish branches, business offices, and local corporations in domestic and foreign locations as necessary, through resolutions of the Board of Directors.
Article 4 [Method of Announcement]
Announcements of the Company shall be posted on the Company's website (https://www.ajnetworks.co.kr). However, if posting on the website is not feasible, announcements shall be made in the Maeil Business Newspaper published in Seoul.
Chapter 2: Shares
Article 5 [Total Number of Planned Issued Shares]
The total number of shares to be issued by the Company shall be 100 million shares.
Article 6 [Par Value per Share]
The par value of the Company's shares shall be 1,000 Korean won per share.
Article 7 [Total Number of Shares Issued at Establishment]
The total number of shares to be issued by the Company upon its establishment shall be two million shares (based on a par value of 5,000 Korean won per share).
Article 8 [Types of Shares]
1. The Company shall issue common shares and preferred shares.
2. The types of preferred shares to be issued by the Company shall include dividend preference shares, shares with voting rights exclusion or limitations, redemption shares, convertible shares, and a mixture of these types.
Article 8-2 [Preferred Shares]
1. Within 50% of the total number of issued shares, the Company may issue preferred shares related to dividend preference (hereinafter referred to as "preferred shares").
2. Preferred shares shall receive priority dividends in cash, based on a rate of 0.1% or more of the par value determined by the Board of Directors at the time of issuance. If the dividend rate of common shares exceeds that of preferred shares, the excess amount may be participatory or non-participatory.
3. In the event that a specified dividend is not paid for preferred shares in any fiscal year, it may be cumulative or non-cumulative for payment in the following fiscal year.
4. In the case of a paid or unpaid capital increase or stock dividend, the allocation of new shares for preferred shares shall be determined by a resolution of the Board of Directors for paid capital increases and shall be the same type of shares or different type of shares for free capital increases
Article 8-3 [Convertible Shares]
The company may designate shares that can be converted into different types of shares (hereinafter referred to as "Convertible Shares") within the range of one-half of the total issued shares through a resolution of the Board of Directors upon request by shareholders or the company, upon the issuance of preferred shares. 2. The total issuance amount of newly issued shares due to conversion shall be based on the total issuance amount of shares before conversion. 3. The period for requesting conversion and the conversion period for Convertible Shares shall be determined by the Board of Directors within a range of up to 10 years from the issuance date. 4. Regarding the dividend for Convertible Shares that have exercised conversion rights, Article 10-6 on dividend calculation date for new shares shall apply mutatis mutandis. 5. Other conditions and details of Convertible Shares shall be determined by the Board of Directors.
Article 8-4 [Redeemable Shares]
The company may designate redeemable shares (hereinafter referred to as "Redeemable Shares") that can be extinguished as the company's profit or upon redemption claims by shareholders, within the range of one-half of the total issued shares through a resolution of the Board of Directors upon the company's discretion or upon shareholders' redemption claims, upon the issuance of preferred shares. 2. The redemption amount of Redeemable Shares shall be determined by the Board of Directors through a resolution, taking into account the issuance circumstances, including additional amounts if applicable. However, in the case of issuing Redeemable Shares for which the redemption amount can be adjusted, the Board of Directors shall specify the adjustment method, basis, and date. 3. The redemption period for Redeemable Shares shall be determined by the Board of Directors within a range of up to 10 years from the issuance date. 4. In the case of redeeming and extinguishing Redeemable Shares at the company's discretion, all Redeemable Shares may be redeemed and extinguished at once or in fractions. However, in the case of fractional redemption, the company may determine the shares to be redeemed through drawing lots or proportional allocation, and fractional shares generated in proportional allocation shall not be redeemed. 5. If the right to redemption is granted to shareholders, shareholders may request the company to redeem and extinguish all or fractions of Redeemable Shares at their own discretion, within the limits permitted by relevant laws and the Articles of Incorporation. In this case, the shareholder must notify the company of their intent to redeem and specify the shares to be redeemed. However, if the company's distributable profit at the time of redemption claim is not sufficient to redeem and extinguish all Redeemable Shares at once, the company may redeem and extinguish them in fractions, and in such a case, the company may determine the shares to be redeemed through drawing lots or proportional allocation, and fractional shares generated in proportional allocation shall not be redeemed. 6. In the case of issuing Redeemable Shares that can be redeemed at the company's discretion as Convertible Shares under Article 8-3, the priority between the exercise of conversion rights by shareholders and the company's discretionary redemption may be determined.
Article 8-5 [Exclusion of Voting Rights, etc. of Shares]
When issuing preferred shares, the company may determine the granting and limitations of voting rights through a resolution of the Board of Directors. However, if voting rights are excluded, the limit shall be within one-half of the total issued shares and within the limit permitted by relevant laws. 2. In the case of issuing preferred shares as mentioned in the preceding paragraph, if there is a resolution that no regular dividends shall be paid for such preferred shares, the voting rights shall be effective until the end of the general meeting of shareholders with a resolution to that effect in the subsequent general meeting of shareholders.
Article 9 [Electronic Registration of Rights to be Indicated on Shares and Subscription Warrants] The company shall electronically register the rights to be indicated on shares and subscription warrants in the electronic registration account of an electronic registration institution, instead of issuing share certificates and subscription warrants. However, this shall not apply to shares that the company is not obligated to register under relevant laws.
Article 10 [Subscription Warrants]
Shareholders of this company shall have the right to receive a proportionate allocation of new shares in the issuance of new shares, in accordance with the number of shares they own. 2. Notwithstanding the provisions of Paragraph 1, the Board of Directors may issue new shares to persons other than shareholders through a resolution under the following subparagraphs: 1) When raising new shares for listing on a securities exchange or for acquisition by an acquirer 2) When issuing new shares through a general public offering method by a resolution of the Board of Directors within the range not exceeding 50% of the total issued shares, as prescribed in Article 165-6 of the Capital Market and Financial Investment Business Act 3) When allocating new shares to our stock association members within the range not exceeding 20% of the total issued shares 4) When issuing new shares due to the exercise of a stock purchase option under Article 542-3 of the Commercial Act 5) When issuing new shares through the issuance of depository receipts (DRs) in accordance with Article 165-16 of the Capital Market and Financial Investment Business Act 6) When issuing new shares within the range not exceeding 20% of the total issued shares for the promotion of foreign investment under the Foreign Investment Promotion Act 7) When issuing new shares to a counterparty for the introduction of significant technology, research and development, production, sales, or capital partnership within the range not exceeding 20% of the total issued shares for business purposes 8) When allocating new shares to a venture capital company under the Small and Medium Business Start-up Support Act, up to 30% of the total issued shares 9) When issuing new shares to domestic or foreign financial institutions or institutional investors within the range not exceeding 20% of the total issued shares for urgent fundraising 10) When issuing new shares due to the exercise of our stock purchase option under Article 39 of the Labor Welfare Basic Act 3. When issuing new shares under any of the subparagraphs of Paragraph 2, the type, quantity, and issuance price of the new shares shall be determined by a resolution of the Board of Directors.
Article 10-2 [Stock Purchase Option]
The Company may grant stock purchase options within the range of 15% of the total issued shares by a special resolution of the shareholders' meeting. However, within the range of 3% of the total issued shares, excluding the directors of the Company, stock purchase options may be granted by a resolution of the board of directors, except for the directors of the Company. In the case of granting stock purchase options by a resolution of the board of directors, the Company must obtain approval at the first convened shareholders' meeting after the grant. Stock purchase options granted by a resolution of the shareholders' meeting or the board of directors may be performance-linked to management performance goals, market indices, etc.
The recipients of stock purchase options shall include directors, auditors, or employees of the Company who have contributed or can contribute to the establishment, management, and technological innovation of the Company, as well as directors, auditors, or employees of related companies specified in Article 30(1) of the Commercial Act. However, stock purchase options may not be granted to directors of the Company. The following persons in subparagraph 1) are excluded, and stock purchase options may not be granted to them: 1) major shareholders and related parties under Article 542-8(2), subparagraph 5 of the Commercial Act; 2) major shareholders and related parties under Article 542-8(2), subparagraph 6 of the Commercial Act; 3) persons becoming major shareholders through the exercise of stock purchase options.3. The shares to be issued upon exercise of stock purchase options (referring to the shares used as the basis for calculating the difference between the exercise price of stock purchase options and the market price, whether paid in cash or through the issuance of the Company's own shares) shall be registered ordinary shares.
The exercise price of stock purchase options shall be at least as follows: 1) In the case of issuing new shares, the higher of the actual market value of the shares as of the date of granting the stock purchase options and the par value of the shares; 2) In the case of transferring own shares, the higher of the actual market value of the shares as of the date of granting the stock purchase options and the face value of the shares.
Stock purchase options may be exercised only if the recipient has served as a director or employee for at least 2 years from the date of the resolution under paragraph 1. However, if the recipient dies within 2 years from the date of the resolution under paragraph 1 or retires or resigns for reasons not attributable to them, they may exercise the stock purchase options during the exercise period.
Stock purchase options may be canceled by a resolution of the board of directors in the following cases: 1) If the recipient of stock purchase options resigns or voluntarily resigns within 2 years of receiving the options; 2) If the recipient of stock purchase options causes significant damage to the Company intentionally or through negligence; 3) If the exercise of stock purchase options becomes impossible due to the Company's bankruptcy, etc.; 4) If other cancellation reasons specified in the stock purchase option grant contract occur.
Stock purchase options granted to an executive or employee may not exceed 10% of the total issued shares.
Article 10-3 [Our Shares Purchase Option]
The Company may grant our shares purchase options to members of our shares association within the range of 20% of the total issued shares by a special resolution of the shareholders' meeting, in accordance with the provisions of Article 39 of the Labor Welfare Act.
The shares to be issued upon exercise of our shares purchase options shall be registered ordinary shares.
The recipients of our shares purchase options may exercise their rights within 6 months to 2 years from the date of the resolution under paragraph 1. However, the exercise period may be set within the specified period or after the expiration of that period by resolution of the board of directors.
The exercise price per share of our shares purchase options shall be at least 80% of the valuation price specified in Article 14 of the Enforcement Rules of the Labor Welfare Act. However, in the case of issuing new shares and the exercise price is lower than the face value of the shares, the exercise price shall be the face value.
Recipients of our shares purchase options may not transfer them to others, and they must maintain their qualification as members of our shares association until the exercise of our shares purchase options. However, in the event of the death of a recipient of our shares purchase options, their heir may exercise the options during the exercise period.
The Company may cancel the grant of our shares purchase options in the following cases: 1) When the Company cannot fulfill the exercise of our shares purchase options due to bankruptcy, dissolution, etc.; 2) When a recipient of our shares purchase options causes significant damage to the Company intentionally or through negligence; 3) Other cancellation reasons specified in the grant contract for our shares purchase options.
In the case of issuing new shares through the exercise of our shares purchase options, the issuance of shares is deemed to have occurred at the end of the business year to which the issuance of shares corresponds.
Article 10-4 [Capital Transfer from Reserve Fund] The Company may transfer all or part of the reserve fund to capital by resolution of the board of directors.
Article 10-5 [Cancellation of Shares] The Company may cancel treasury shares held by the Company by resolution of the board of directors.
Article 10-6 [Equal Dividend] The Company shall distribute dividends equally to shares of the same class issued (including converted shares) as of the dividend record date, regardless of the issuance date.
Article 11 [Registered Agent for Share Ownership]
The Company shall appoint a registered agent for share ownership.
The registered agent for share ownership, their business location, and the scope of agency duties shall be determined by the board of directors.
The Company shall keep the shareholder registry or a copy thereof at the business location of the registered agent for share ownership and entrust the registered agent for share ownership with the electronic registration of shares, management of the shareholder registry, and other share-related matters.
The procedures for agency duties under paragraph 3 shall be governed by the provisions concerning the agency of registered securities in the Regulations on Agency for Registration of Securities.
Article 12 [Closure and Record Date of Shareholder Registry]
The Company shall suspend changes in the entries of the shareholder registry relating to rights from January 1 to January 15 every year, except as otherwise provided by law.
The shareholders recorded on the final shareholder registry as of December 31 each year shall be entitled to exercise their rights at the regular general meeting of shareholders held for the settlement of accounts.
The Company may, if necessary, suspend changes in the entries of the shareholder registry relating to rights for a certain period not exceeding 3 months by resolution of the board of directors or designate a date for changes in the entries of the shareholder registry, for temporary general meetings of shareholders or other necessary cases. The Company shall announce this at least 2 weeks in advance.
Article 13 [Issuance of Bonds]
The Company may issue bonds by resolution of the Board of Directors.2. The Board of Directors may delegate to the Representative Director the authority to determine the amount and type of bonds to be issued within a period not exceeding one year.
Article 13-2 [Issuance of Convertible Bonds]
The Company may issue convertible bonds to parties other than shareholders within the limit where the total face value of bonds does not exceed five hundred billion won, under any of the following subparagraphs: 1) Issuance of convertible bonds through general offering; 2) Issuance of convertible bonds to domestic or foreign financial institutions or institutional investors for urgent fund procurement; 3) Issuance of convertible bonds to counterparties for significant technological introduction, research and development, production, sales, or capital partnership.2. With regard to convertible bonds under paragraph 1, the Board of Directors may issue them with conditions allowing the grant of conversion rights only for a portion of the bonds.3. Shares issued upon conversion shall be common shares with par value, and the conversion price shall be determined by the Board of Directors at the time of bond issuance, being the par value of the shares or a higher amount.4. The period during which conversion may be claimed shall be from the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the conversion claim period by resolution.5. The period shall be from the day following the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the conversion claim period by resolution.6. Regarding the distribution of benefits from shares issued due to conversion and interest payment for convertible bonds, the provisions of Article 10, Clause 6 shall apply.
Article 14 [Issuance of Warrant Bonds]
The Company may issue warrant bonds to parties other than shareholders within the limit where the total face value of bonds does not exceed five hundred billion won, under any of the following subparagraphs: 1) Issuance of warrant bonds through general offering; 2) Issuance of warrant bonds to domestic or foreign financial institutions or institutional investors for urgent fund procurement; 3) Issuance of warrant bonds to counterparties for significant technological introduction, research and development, production, sales, or capital partnership.2. The amount for which subscription rights can be claimed shall be determined by the Board of Directors within the limit where it does not exceed the total face value of the bonds.3. Shares issued upon the exercise of subscription rights shall be common shares with par value, and the issuance price shall be determined by the Board of Directors at the time of bond issuance, being the par value of the shares or a higher amount.4. The period during which subscription rights may be exercised shall be from the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the subscription right exercise period by resolution.5. Regarding the distribution of benefits from shares issued due to the exercise of subscription rights, the provisions of Article 10, Clause 6 shall apply.
Article 14-2 [Electronic Registration of Rights to Bonds and Warrant Bonds] The Company may electronically register the rights that should be indicated on the bonds and warrant bonds with the electronic registration account of an electronic registration institution, instead of issuing the bonds and warrant bonds.
Article 15 [Application of Regulations for Bond Issuance] The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.
Chapter 4 Shareholders' Meeting Article 16 [Convocation Period]
The Company's shareholders' meeting shall consist of regular shareholders' meetings and special shareholders' meetings.2. Regular shareholders' meetings shall be convened within three months after the end of each fiscal year, and special shareholders' meetings shall be convened as necessary.
Article 17 [Convocation]
The convocation of a shareholders' meeting shall be carried out by the Representative Director pursuant to the resolution of the Board of Directors, except as otherwise provided by laws and regulations.2. In the event of an urgent convocation, the provisions of Article 33, Clause 2 shall apply.
Article 18 [Notice and Announcement of Convocation]
When convening a shareholders' meeting, notice shall be sent in writing to shareholders two weeks prior to the meeting date, stating the date, venue, and purpose of the meeting, or notice may be sent in electronic form with the agreement of each shareholder.2. For shareholders who own less than one percent of the total issued shares with voting rights, notice may be made by announcing the convocation of the shareholders' meeting and the purpose of the meeting in the Maeil Business Newspaper and the Hankook Economic Daily published in Seoul, at least twice each, or by announcing on the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange.3. When the Company convenes a shareholders' meeting through notice or announcement pursuant to the provisions of Paragraph 1 and Paragraph 2, the Company shall also notify or announce the management reference matters of the company as prescribed in Article 542-4, Paragraph 3 of the Commercial Act. However, if the Company publishes the management reference matters of the company on its official website, and keeps them available at the Company's head office, the branch office, the name transfer agency, the Financial Services Commission, and the Korea Exchange, it may omit the notice or announcement.4. When the Company convenes a shareholders' meeting through notice pursuant to the provisions of Paragraph 1 or announcement pursuant to the provisions of Paragraph 2, in case the purpose of the meeting is the appointment of directors or auditors, the Company shall notify or announce the name, career, and recommender of the director or auditor candidate, and other matters prescribed by the Enforcement Decree of the Commercial Act concerning the candidate.
Article 19 [Venue] Shareholders' meetings shall be held at the Company's main office location, and if necessary, they may also be held in neighboring areas.
Article 20 [Chairperson] The chairperson of shareholders' meetings shall be the Representative Director. In the event of an urgent convocation, the provisions of Article 33, Clause 2 shall apply.
Article 21 [Chairperson's Authority to Maintain Order]
The chairperson of a shareholders' meeting may order the suspension, cancellation, or removal of anyone who intentionally disrupts the proceedings or disturbs the order at the shareholders' meeting, and the person receiving such order must comply.2. The chairperson of a shareholders' meeting may, when deemed necessary for the smooth conduct of the proceedings, limit the time and number of speeches by shareholders.
Article 22 [Voting Rights of Shareholders] Each shareholder shall have one vote per share.
Article 23 [Restriction on Voting Rights for Mutual Shareholdings] In cases where the Company, the Parent Company, or a Subsidiary, or a Subsidiary of the Company holds shares exceeding one-tenth of the total issued shares of another company, the shares of the Company held by that other company shall not carry voting rights.
Article 24 [Exercise of Disparate Voting Rights]
When a shareholder with multiple classes of voting rights intends to exercise disparate voting rights, they must notify the Company in writing of their intention and reasons at least three days prior to the meeting.2. The Company may reject the exercise of disparate voting rights. However, this shall not apply if the shareholder has acquired shares through trust or holds shares for others.
Article 25 [Proxy Voting]
A shareholder may exercise their voting rights through a proxy.2. A proxy must submit a written document (proxy form) proving their proxy status before the commencement of the shareholders' meeting.
Article 26 [Method of Resolutions at Shareholders' Meetings] Resolutions at shareholders' meetings shall be passed by a majority of the voting rights of the attending shareholders, except where otherwise provided by laws and regulations, with a minimum of one-fourth of the total issued shares with voting rights.
Article 27 [Minutes of Shareholders' Meetings] The proceedings, procedures, and outcomes of shareholders' meetings shall be recorded in minutes, which shall be signed or sealed by the chairperson and the attending directors, and kept at the Company's main office and branch offices.
Chapter 5 Directors, Board of Directors, Auditors Article 28 [Number of Directors and Auditors]
The Company shall have at least three directors, and the number of outside directors shall be at least one-fourth of the total number of directors.2. The Company shall have at least one auditor.3. In the event that the number of outside directors falls below the requirements specified in Paragraph 1 due to the resignation, death, or other reasons of outside directors, the first general shareholders' meeting convened after the occurrence of such reasons shall appoint outside directors to meet the requirements.
Article 29 [Appointment of Directors and Auditors]
Directors and auditors shall be appointed by the shareholders' meeting. Resolutions for the appointment of directors and auditors shall be voted on separately.2. The appointment of directors and auditors shall require a majority of the voting rights of the attending shareholders, with a minimum of one-fourth of the total issued shares with voting rights. However, for the appointment of auditors, if the total voting rights of the shares held by a shareholder and their special related parties, or the total voting rights of the shares held by a shareholder and their special related parties to whom the voting rights have been delegated, exceed three percent of the total issued shares with voting rights, the appointment of auditors may be resolved by a majority of the voting rights of the attending shareholders.3. The concentration voting system under Article 382-2 of the Commercial Act shall not apply even if two or more directors are appointed.
Article 30 [Term of Directors and Auditors]
The term of office for directors shall be determined individually within a range of up to three years at the time of appointment by the shareholders' meeting. However, if the term of office expires before the regular shareholders' meeting for the fiscal year following the end of the final settlement period, the term shall be extended until the conclusion of that meeting.2. The term of office for auditors shall expire at the end of the regular shareholders' meeting for the fiscal year within three years of their assumption of office.
Article 31 [Filling Vacancies for Directors and Auditors] In case of vacancies among directors or auditors, such vacancies shall be filled by resolution of the shareholders' meeting. However, this shall not apply if it is unnecessary and does not hinder the performance of duties.
Article 32 [Appointment of Representative Director, etc.] The Company may appoint one or more representative directors, vice presidents, and executive officers by resolution of the Board of Directors. In cases where there are multiple representatives, the Board of Directors may decide to jointly represent the Company.
Article 33 [Duties of Directors]
The representative director shall represent the Company and oversee its operations.2. Vice presidents, executive officers, etc. shall assist the representative director and perform the Company's operations in accordance with the resolutions of the Board of Directors, and in the event of the absence of the representative director, they shall perform the duties in the order mentioned above.
Article 33-2 [Duties of Directors]
Directors shall faithfully perform their duties for the Company in accordance with legal provisions and the Articles of Incorporation.2. Directors shall act in the Company's best interests with due care as prudent managers.3. Directors shall not disclose the Company's trade secrets acquired during their term of office, even after resignation.4. Directors shall immediately report to the auditor when they discover facts that could significantly harm the Company.
Article 34 [Duties of Auditors]
Auditors shall audit the Company's accounts and operations.2. Auditors may attend Board of Directors meetings and state their opinions.3. Auditors may submit a written document stating the purpose and reasons for convening an extraordinary shareholders' meeting to the Board of Directors.4. Auditors may request reports on business operations from subsidiaries when necessary. In such cases, if a subsidiary fails to provide a report promptly or if there is a need to verify the report's contents, the auditor may investigate the subsidiary's business and financial status.5. Auditors may submit a written document to the directors (referred to as the "convoking person" in cases where there is a convoking person) containing the purpose and reasons for convening the Board of Directors, if deemed necessary.6. If the directors fail to convene the Board of Directors promptly upon the auditor's request under Paragraph 5, the auditor making the request may convene the Board of Directors.7. Auditors may seek the assistance of experts at the Company's expense.8. The provisions of Article 33-2, Paragraph 3 shall apply mutatis mutandis to auditors.
Article 35 [Minutes of Audits] Auditors shall record the procedures and results of their audits in the audit minutes, which shall be signed or sealed by the auditor who conducted the audit.
Article 36 [Composition and Convocation of the Board of Directors]
The Board of Directors shall consist of directors and shall resolve on important matters related to the Company's business.2. Each director may convene the Board of Directors. However, if a specific director has been designated by the Board of Directors, this provision shall not apply.3. The director convening the Board of Directors shall notify each director and auditor at least three days before the date of the meeting.4. With the unanimous written consent of all directors and auditors, the Board of Directors may be convened without following the procedure specified in paragraph 3.
Article 37 [Method of Resolutions of the Board of Directors]
Resolutions of the Board of Directors shall be adopted by the attendance of a majority of directors, excluding those with a special interest, and the affirmative vote of a majority of the attending directors, unless otherwise specified by laws or the Articles of Incorporation.2. The chairperson of the meeting shall be the director who exercises the right to convene the Board of Directors under the provisions of Article 36.3. Those with a special interest in the resolutions of the Board of Directors shall not exercise their voting rights.4. The Board of Directors may allow directors who are not present in person at the meeting but are communicating simultaneously with all directors by remote communication means to participate in the resolutions. In such cases, the director shall be deemed to have attended the meeting in person.
Article 38 [Minutes of the Board of Directors] Minutes shall be prepared for the deliberations of the Board of Directors, and the minutes shall include the agenda, proceedings, outcomes, dissenting opinions, and reasons for dissenting. The minutes shall be signed or sealed by the chairperson and the attending directors and auditors, and kept at the Company's main office.
Article 38-2 [Committees]
The Board of Directors may establish the following committees within the Board of Directors by resolution:1) Nominating Committee for Outside Director Candidates2) Audit Committee3) Compensation Committee4) Investment Review Committee5) Related Party Transactions Committee6) Management Committee7) Other committees as deemed necessary by the Board of Directors.2. The composition, authority, and operation of each committee shall be determined by resolution of the Board of Directors.3. The provisions of Articles 36, 37, and 38 shall apply mutatis mutandis to committees.
Article 39 [Remuneration and Retirement Benefits of Directors and Auditors]
The remuneration of directors and auditors shall be determined by resolution of the general shareholders' meeting. Resolutions for the determination of remuneration for directors and auditors shall be voted on separately.2. The payment of retirement benefits to directors and auditors shall be governed by the provisions for the payment of retirement benefits to executives that have been approved through a resolution of the general shareholders' meeting.
Article 40 [Consultants and Advisors] The Company may appoint consultants or advisors by resolution of the Board of Directors.
Chapter 6 Accounting Article 41 [Business Year] The business year of the Company shall begin on January 1st and end on December 31st of each year.
Article 42 [Preparation, Submission, and Disclosure of Financial Statements and Business Reports]
The Representative Director of the Company shall prepare the documents specified in Article 447 and Article 447-2 of the Commercial Act and obtain the approval of the Board of Directors.2. The Representative Director of the Company shall submit the documents specified in paragraph 1 to the auditor no later than six weeks before the date of the regular general shareholders' meeting.3. The auditor shall submit the audit report to the Representative Director no later than one week before the first day of the regular general shareholders' meeting.4. The Representative Director of the Company shall submit the documents specified in
Article 447 of the Commercial Act to the regular general shareholders' meeting for approval and report the contents of the documents specified in
Article 447-2 of the Commercial Act to the regular general shareholders' meeting.5. The Representative Director shall keep the documents specified in paragraph 1 and the audit report at the Company's main office for five years before the date of the regular general shareholders' meeting and keep copies of these documents at branch offices for three years.6. Upon obtaining approval from the regular general shareholders' meeting for the documents specified in paragraph 1, the Representative Director shall promptly disclose the balance sheet and the external auditor's opinion.
Article 42-2 [Appointment of External Auditors] The Company shall appoint external auditors selected by the audit committee in accordance with the provisions of the Act on External Audit of Stock Companies. The Company shall report this fact to the regular general shareholders' meeting held within the business year in which the appointment is made, or shall notify or announce it to the shareholders in accordance with the Presidential Decree of the Act on External Audit of Stock Companies.
Article 43 [Disposition of Earnings] The Company shall dispose of retained earnings before distribution in the following manner for each business year:1. Legal Reserve2. Other Statutory Reserves3. Dividends4. Discretionary Reserves5. Other Disposal of Retained Earnings
Article 44 [Distribution of Earnings]
The distribution of earnings may be in cash or in assets other than cash.2. In cases where the distribution of earnings is made in shares, the Company may resolve to distribute such earnings in shares of different classes when the Company has issued multiple classes of shares.3. Distribution of earnings under paragraph 1 shall be paid to shareholders or pledgees registered on the shareholder register as of the date specified in Article 12, paragraph 2.4. The distribution of earnings shall be resolved by the general shareholders' meeting.
Article 44-2 [Interim Dividends]
The Company may distribute interim dividends to shareholders as of June 30 in accordance with Article 462-3 of the Commercial Act.2. Interim dividends under paragraph 1 shall be resolved by the Board of Directors, and such resolution shall be made within 45 days after the reference date specified in paragraph 1.3. Interim dividends shall be limited to an amount obtained by deducting the following amounts from the net asset value on the balance sheet of the immediately preceding fiscal year:1) The amount of the capital as of the immediately preceding fiscal year2) The total amount of the capital reserve and the retained earnings reserve accrued up to the immediately preceding fiscal year3) Unrealized profits as determined in the Enforcement Decree of the Commercial Act4) The amount of earnings distribution resolved at the regular general shareholders' meeting of the immediately preceding fiscal year5) The amount of discretionary reserves established pursuant to the provisions of the Articles of Incorporation or resolutions of the general shareholders' meeting up to the immediately preceding fiscal year for specific purposes6) The amount of retained earnings reserve that should be accrued for the fiscal year due to interim dividends.
Article 45 [Expiration of Statute of Limitations for Dividend Payment Claims]
The right to claim payment of dividends shall expire if not exercised within five years.2. Dividends that have lapsed due to the completion of the statute of limitations under paragraph 1 shall accrue to the Company.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from February 10, 2000.
Article 2 [Application of Commercial Act] Matters not provided for in these Articles shall be governed by resolutions of the general shareholders' meeting and the provisions of the Commercial Act.
Article 3 [Enactor] The enactor of the Company is as follows: (Address and Name of Enactor)
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from October 01, 2002.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2004.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from September 15, 2006.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from June 05, 2007.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from October 17, 2007.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from April 08, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from July 07, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 12, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 14, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 01, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 28, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from December 30, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2014.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from July 30, 2014.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from February 03, 2015.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2015. However, matters applicable to listed companies shall take effect after the Company's initial listing.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from November 27, 2015.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2016.
Supplementary Provisions
Article 1 [Effective Date] Article 5 [Total Number of Planned Issued Shares] and Article 6 [Amount per Share] of these Articles of Incorporation shall come into effect from the day following the expiration date of the notice submission period for the Shareholders' Meeting resolution held on November 30, 2016.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2017.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from the day of approval at the 19th Regular Shareholders' Meeting (or March 29, 2019, the date of approval at the 2019 Regular Shareholders' Meeting) with the exception that the amendments to Articles 9, 11, 12, 15-2, and 16 shall come into effect from September 1, 2019, when the "Enforcement Decree of the Act on Electronic Registration of Shares, Bonds, etc." is implemented.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2020.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2021.
Sustainable
Management
We value corporate social responsibility
and strive to create a sustainable future.
Corporate Governance
We strive for transparent and responsible management based on integrity
Chapter 1
General Provisions
Article 1 [Name]
The name of the Company shall be AJ, written in Korean as 에이제이 주식회사 and in English as AJ Co., Ltd.
Article 2 [Purpose]
The purpose of the Company is to engage in the following businesses:
1. Short and long-term leasing of measurement instruments, information devices, medical equipment, etc.
2. Sales, installment sales, and brokerage of items listed in item 1.
3. E-commerce related to the businesses of items 1 and 2.
4. Purchase, management, and collection of accounts receivable.
5. Supplementary businesses related to the businesses of items 1 through 4.
6. Air dome rental business.
7. Iron structure manufacturing and leasing business.
8. Tent rental business.
9. Stage rental and equipment business.
10. Tech system leasing business.
11. Restroom rental business.
12. Outdoor viewing platform rental business.
13. Fence rental business.
14. Exhibition booth rental business.
15. Grass protection flooring rental business.
16. Manufacturing and trading of products related to the above items.
17. Rental of construction and civil engineering machinery.
18. Leasing and sale of industrial and office machinery and equipment.
19. Personal and household goods rental business.
20. Rental and sale of transportation equipment.
21. Sale of machinery, equipment, and parts related to the above items, repair business.
22. Construction waste separation and recycling sale.
23. Outdoor advertising business.
24. Trading related to the above items.
25. Building management services.
26. Building material sales.
27. Dispatch of labor.
28. Comprehensive consulting on corporate management.
29. Provision of information and mediation on corporate acquisition and merger, education.
30. Real estate investment management and sales-related consulting.
31. Real estate leasing.
32. Domestic and foreign capital procurement-related consulting, account receivable management and collection.
33. Comprehensive venture investment consulting.
34. Investment advice and entrepreneurship consulting.
35. Software development and sales.
36. Installment finance business.
37. Crane ship dismantling and rescue.
38. Maritime equipment leasing.
39. Land and sea cargo transportation business.
40. Underwater construction business.
41. Iron structure dismantling and installation.
42. Machinery installation business.
43. Steel structure installation business.
44. Data entry business.
45. Database construction business.
46. Semiconductor equipment, component wholesale and retail.
47. Comprehensive trading business.
48. Business facility and industrial goods cleaning business.
49. Wood pallets, wooden pallets, and other loading board manufacturing and processing, and sales.
50. Sale of construction and civil engineering machinery equipment.
51. Telecommunications sales.
52. Other telecommunication sales.
53. Funding and business support for subsidiaries.
54. Fund-raising business for subsidiaries.
55. Office support business for subsidiaries.
56. Management consulting.
57. Market research and business consulting.
58. Management of brand and trademark intellectual property rights and licensing business.
59. Real estate business and leasing.
60. Advertising business.
61. Domestic and foreign advertising agency and sale of advertisements.
62. Research and technical development and provision of technical information.
63. Export and import related to each item above.
64. Dispatch and provision of services.
65. Operation and sale of information.
66. Goods and product sales and related auxiliary businesses via e-commerce, internet, etc.
67. Business services and consulting services necessary for management activities.
68. Exhibition and event agency business.
69. Rental of equipment and machinery for exhibitions and events.
70. Repair, disassembly, regeneration, and sale of second-hand information equipment.
71. Second-hand industrial equipment sales business.
72. Software sales and maintenance business.
73. Leasing information business.
74. Market research, advertising and public relations office business.
75. Environmental survey and consulting business.
76. Storage and warehouse business.
77. Transportation business.
78. Export and import agency business related to each item above.
79. Manufacturing industry related to each item above.
80. Computer and peripheral equipment manufacturing and wholesale and leasing business.
81. Information device, copier, and peripheral equipment leasing.
82. Copy machine and office equipment manufacturing, wholesale, and leasing.
83. Telecommunication equipment and communication equipment equipment business.
84. Telecommunication equipment and communication equipment installation business.
85. Sales, installment sales, and brokerage of items above.
86. Hardware maintenance and repair service.
87. Organizational computer consulting.
88. Online publishing and selling of printed matter.
89. Operation and production of output centers and output production.
90. Packaging material manufacturing, sale, and leasing.
91. Mold manufacturing and sales.
92. Comprehensive transportation agency business.
93. International logistics brokerage business.
94. RFID related business and utilization service business.
95. Machinery and equipment brokerage business.
96. Wholesale of construction and mining machinery and equipment.
97. Supplementary business related to each of the above items.
Article 3 [Location of Headquarters and Installation of Branches]
1. The main office of the Company shall be located in Seoul, South Korea.
2. The Company may establish branches, business offices, and local corporations in domestic and foreign locations as necessary, through resolutions of the Board of Directors.
Article 4 [Method of Announcement]
Announcements of the Company shall be posted on the Company's website (https://www.ajnetworks.co.kr). However, if posting on the website is not feasible, announcements shall be made in the Maeil Business Newspaper published in Seoul.
Chapter 2: Shares
Article 5 [Total Number of Planned Issued Shares]
The total number of shares to be issued by the Company shall be 100 million shares.
Article 6 [Par Value per Share]
The par value of the Company's shares shall be 1,000 Korean won per share.
Article 7 [Total Number of Shares Issued at Establishment]
The total number of shares to be issued by the Company upon its establishment shall be two million shares (based on a par value of 5,000 Korean won per share).
Article 8 [Types of Shares]
1. The Company shall issue common shares and preferred shares.
2. The types of preferred shares to be issued by the Company shall include dividend preference shares, shares with voting rights exclusion or limitations, redemption shares, convertible shares, and a mixture of these types.
Article 8-2 [Preferred Shares]
1. Within 50% of the total number of issued shares, the Company may issue preferred shares related to dividend preference (hereinafter referred to as "preferred shares").
2. Preferred shares shall receive priority dividends in cash, based on a rate of 0.1% or more of the par value determined by the Board of Directors at the time of issuance. If the dividend rate of common shares exceeds that of preferred shares, the excess amount may be participatory or non-participatory.
3. In the event that a specified dividend is not paid for preferred shares in any fiscal year, it may be cumulative or non-cumulative for payment in the following fiscal year.
4. In the case of a paid or unpaid capital increase or stock dividend, the allocation of new shares for preferred shares shall be determined by a resolution of the Board of Directors for paid capital increases and shall be the same type of shares or different type of shares for free capital increases
Article 8-3 [Convertible Shares]
The company may designate shares that can be converted into different types of shares (hereinafter referred to as "Convertible Shares") within the range of one-half of the total issued shares through a resolution of the Board of Directors upon request by shareholders or the company, upon the issuance of preferred shares. 2. The total issuance amount of newly issued shares due to conversion shall be based on the total issuance amount of shares before conversion. 3. The period for requesting conversion and the conversion period for Convertible Shares shall be determined by the Board of Directors within a range of up to 10 years from the issuance date. 4. Regarding the dividend for Convertible Shares that have exercised conversion rights, Article 10-6 on dividend calculation date for new shares shall apply mutatis mutandis. 5. Other conditions and details of Convertible Shares shall be determined by the Board of Directors.
Article 8-4 [Redeemable Shares]
The company may designate redeemable shares (hereinafter referred to as "Redeemable Shares") that can be extinguished as the company's profit or upon redemption claims by shareholders, within the range of one-half of the total issued shares through a resolution of the Board of Directors upon the company's discretion or upon shareholders' redemption claims, upon the issuance of preferred shares. 2. The redemption amount of Redeemable Shares shall be determined by the Board of Directors through a resolution, taking into account the issuance circumstances, including additional amounts if applicable. However, in the case of issuing Redeemable Shares for which the redemption amount can be adjusted, the Board of Directors shall specify the adjustment method, basis, and date. 3. The redemption period for Redeemable Shares shall be determined by the Board of Directors within a range of up to 10 years from the issuance date. 4. In the case of redeeming and extinguishing Redeemable Shares at the company's discretion, all Redeemable Shares may be redeemed and extinguished at once or in fractions. However, in the case of fractional redemption, the company may determine the shares to be redeemed through drawing lots or proportional allocation, and fractional shares generated in proportional allocation shall not be redeemed. 5. If the right to redemption is granted to shareholders, shareholders may request the company to redeem and extinguish all or fractions of Redeemable Shares at their own discretion, within the limits permitted by relevant laws and the Articles of Incorporation. In this case, the shareholder must notify the company of their intent to redeem and specify the shares to be redeemed. However, if the company's distributable profit at the time of redemption claim is not sufficient to redeem and extinguish all Redeemable Shares at once, the company may redeem and extinguish them in fractions, and in such a case, the company may determine the shares to be redeemed through drawing lots or proportional allocation, and fractional shares generated in proportional allocation shall not be redeemed. 6. In the case of issuing Redeemable Shares that can be redeemed at the company's discretion as Convertible Shares under Article 8-3, the priority between the exercise of conversion rights by shareholders and the company's discretionary redemption may be determined.
Article 8-5 [Exclusion of Voting Rights, etc. of Shares]
When issuing preferred shares, the company may determine the granting and limitations of voting rights through a resolution of the Board of Directors. However, if voting rights are excluded, the limit shall be within one-half of the total issued shares and within the limit permitted by relevant laws. 2. In the case of issuing preferred shares as mentioned in the preceding paragraph, if there is a resolution that no regular dividends shall be paid for such preferred shares, the voting rights shall be effective until the end of the general meeting of shareholders with a resolution to that effect in the subsequent general meeting of shareholders.
Article 9 [Electronic Registration of Rights to be Indicated on Shares and Subscription Warrants] The company shall electronically register the rights to be indicated on shares and subscription warrants in the electronic registration account of an electronic registration institution, instead of issuing share certificates and subscription warrants. However, this shall not apply to shares that the company is not obligated to register under relevant laws.
Article 10 [Subscription Warrants]
Shareholders of this company shall have the right to receive a proportionate allocation of new shares in the issuance of new shares, in accordance with the number of shares they own. 2. Notwithstanding the provisions of Paragraph 1, the Board of Directors may issue new shares to persons other than shareholders through a resolution under the following subparagraphs: 1) When raising new shares for listing on a securities exchange or for acquisition by an acquirer 2) When issuing new shares through a general public offering method by a resolution of the Board of Directors within the range not exceeding 50% of the total issued shares, as prescribed in Article 165-6 of the Capital Market and Financial Investment Business Act 3) When allocating new shares to our stock association members within the range not exceeding 20% of the total issued shares 4) When issuing new shares due to the exercise of a stock purchase option under Article 542-3 of the Commercial Act 5) When issuing new shares through the issuance of depository receipts (DRs) in accordance with Article 165-16 of the Capital Market and Financial Investment Business Act 6) When issuing new shares within the range not exceeding 20% of the total issued shares for the promotion of foreign investment under the Foreign Investment Promotion Act 7) When issuing new shares to a counterparty for the introduction of significant technology, research and development, production, sales, or capital partnership within the range not exceeding 20% of the total issued shares for business purposes 8) When allocating new shares to a venture capital company under the Small and Medium Business Start-up Support Act, up to 30% of the total issued shares 9) When issuing new shares to domestic or foreign financial institutions or institutional investors within the range not exceeding 20% of the total issued shares for urgent fundraising 10) When issuing new shares due to the exercise of our stock purchase option under Article 39 of the Labor Welfare Basic Act 3. When issuing new shares under any of the subparagraphs of Paragraph 2, the type, quantity, and issuance price of the new shares shall be determined by a resolution of the Board of Directors.
Article 10-2 [Stock Purchase Option]
The Company may grant stock purchase options within the range of 15% of the total issued shares by a special resolution of the shareholders' meeting. However, within the range of 3% of the total issued shares, excluding the directors of the Company, stock purchase options may be granted by a resolution of the board of directors, except for the directors of the Company. In the case of granting stock purchase options by a resolution of the board of directors, the Company must obtain approval at the first convened shareholders' meeting after the grant. Stock purchase options granted by a resolution of the shareholders' meeting or the board of directors may be performance-linked to management performance goals, market indices, etc.
The recipients of stock purchase options shall include directors, auditors, or employees of the Company who have contributed or can contribute to the establishment, management, and technological innovation of the Company, as well as directors, auditors, or employees of related companies specified in Article 30(1) of the Commercial Act. However, stock purchase options may not be granted to directors of the Company. The following persons in subparagraph 1) are excluded, and stock purchase options may not be granted to them: 1) major shareholders and related parties under Article 542-8(2), subparagraph 5 of the Commercial Act; 2) major shareholders and related parties under Article 542-8(2), subparagraph 6 of the Commercial Act; 3) persons becoming major shareholders through the exercise of stock purchase options.3. The shares to be issued upon exercise of stock purchase options (referring to the shares used as the basis for calculating the difference between the exercise price of stock purchase options and the market price, whether paid in cash or through the issuance of the Company's own shares) shall be registered ordinary shares.
The exercise price of stock purchase options shall be at least as follows: 1) In the case of issuing new shares, the higher of the actual market value of the shares as of the date of granting the stock purchase options and the par value of the shares; 2) In the case of transferring own shares, the higher of the actual market value of the shares as of the date of granting the stock purchase options and the face value of the shares.
Stock purchase options may be exercised only if the recipient has served as a director or employee for at least 2 years from the date of the resolution under paragraph 1. However, if the recipient dies within 2 years from the date of the resolution under paragraph 1 or retires or resigns for reasons not attributable to them, they may exercise the stock purchase options during the exercise period.
Stock purchase options may be canceled by a resolution of the board of directors in the following cases: 1) If the recipient of stock purchase options resigns or voluntarily resigns within 2 years of receiving the options; 2) If the recipient of stock purchase options causes significant damage to the Company intentionally or through negligence; 3) If the exercise of stock purchase options becomes impossible due to the Company's bankruptcy, etc.; 4) If other cancellation reasons specified in the stock purchase option grant contract occur.
Stock purchase options granted to an executive or employee may not exceed 10% of the total issued shares.
Article 10-3 [Our Shares Purchase Option]
The Company may grant our shares purchase options to members of our shares association within the range of 20% of the total issued shares by a special resolution of the shareholders' meeting, in accordance with the provisions of Article 39 of the Labor Welfare Act.
The shares to be issued upon exercise of our shares purchase options shall be registered ordinary shares.
The recipients of our shares purchase options may exercise their rights within 6 months to 2 years from the date of the resolution under paragraph 1. However, the exercise period may be set within the specified period or after the expiration of that period by resolution of the board of directors.
The exercise price per share of our shares purchase options shall be at least 80% of the valuation price specified in Article 14 of the Enforcement Rules of the Labor Welfare Act. However, in the case of issuing new shares and the exercise price is lower than the face value of the shares, the exercise price shall be the face value.
Recipients of our shares purchase options may not transfer them to others, and they must maintain their qualification as members of our shares association until the exercise of our shares purchase options. However, in the event of the death of a recipient of our shares purchase options, their heir may exercise the options during the exercise period.
The Company may cancel the grant of our shares purchase options in the following cases: 1) When the Company cannot fulfill the exercise of our shares purchase options due to bankruptcy, dissolution, etc.; 2) When a recipient of our shares purchase options causes significant damage to the Company intentionally or through negligence; 3) Other cancellation reasons specified in the grant contract for our shares purchase options.
In the case of issuing new shares through the exercise of our shares purchase options, the issuance of shares is deemed to have occurred at the end of the business year to which the issuance of shares corresponds.
Article 10-4 [Capital Transfer from Reserve Fund] The Company may transfer all or part of the reserve fund to capital by resolution of the board of directors.
Article 10-5 [Cancellation of Shares] The Company may cancel treasury shares held by the Company by resolution of the board of directors.
Article 10-6 [Equal Dividend] The Company shall distribute dividends equally to shares of the same class issued (including converted shares) as of the dividend record date, regardless of the issuance date.
Article 11 [Registered Agent for Share Ownership]
The Company shall appoint a registered agent for share ownership.
The registered agent for share ownership, their business location, and the scope of agency duties shall be determined by the board of directors.
The Company shall keep the shareholder registry or a copy thereof at the business location of the registered agent for share ownership and entrust the registered agent for share ownership with the electronic registration of shares, management of the shareholder registry, and other share-related matters.
The procedures for agency duties under paragraph 3 shall be governed by the provisions concerning the agency of registered securities in the Regulations on Agency for Registration of Securities.
Article 12 [Closure and Record Date of Shareholder Registry]
The Company shall suspend changes in the entries of the shareholder registry relating to rights from January 1 to January 15 every year, except as otherwise provided by law.
The shareholders recorded on the final shareholder registry as of December 31 each year shall be entitled to exercise their rights at the regular general meeting of shareholders held for the settlement of accounts.
The Company may, if necessary, suspend changes in the entries of the shareholder registry relating to rights for a certain period not exceeding 3 months by resolution of the board of directors or designate a date for changes in the entries of the shareholder registry, for temporary general meetings of shareholders or other necessary cases. The Company shall announce this at least 2 weeks in advance.
Article 13 [Issuance of Bonds]
The Company may issue bonds by resolution of the Board of Directors.2. The Board of Directors may delegate to the Representative Director the authority to determine the amount and type of bonds to be issued within a period not exceeding one year.
Article 13-2 [Issuance of Convertible Bonds]
The Company may issue convertible bonds to parties other than shareholders within the limit where the total face value of bonds does not exceed five hundred billion won, under any of the following subparagraphs: 1) Issuance of convertible bonds through general offering; 2) Issuance of convertible bonds to domestic or foreign financial institutions or institutional investors for urgent fund procurement; 3) Issuance of convertible bonds to counterparties for significant technological introduction, research and development, production, sales, or capital partnership.2. With regard to convertible bonds under paragraph 1, the Board of Directors may issue them with conditions allowing the grant of conversion rights only for a portion of the bonds.3. Shares issued upon conversion shall be common shares with par value, and the conversion price shall be determined by the Board of Directors at the time of bond issuance, being the par value of the shares or a higher amount.4. The period during which conversion may be claimed shall be from the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the conversion claim period by resolution.5. The period shall be from the day following the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the conversion claim period by resolution.6. Regarding the distribution of benefits from shares issued due to conversion and interest payment for convertible bonds, the provisions of Article 10, Clause 6 shall apply.
Article 14 [Issuance of Warrant Bonds]
The Company may issue warrant bonds to parties other than shareholders within the limit where the total face value of bonds does not exceed five hundred billion won, under any of the following subparagraphs: 1) Issuance of warrant bonds through general offering; 2) Issuance of warrant bonds to domestic or foreign financial institutions or institutional investors for urgent fund procurement; 3) Issuance of warrant bonds to counterparties for significant technological introduction, research and development, production, sales, or capital partnership.2. The amount for which subscription rights can be claimed shall be determined by the Board of Directors within the limit where it does not exceed the total face value of the bonds.3. Shares issued upon the exercise of subscription rights shall be common shares with par value, and the issuance price shall be determined by the Board of Directors at the time of bond issuance, being the par value of the shares or a higher amount.4. The period during which subscription rights may be exercised shall be from the date of issuance of the bonds to the day immediately preceding the repayment date of the bonds, and within this period, the Board of Directors may adjust the subscription right exercise period by resolution.5. Regarding the distribution of benefits from shares issued due to the exercise of subscription rights, the provisions of Article 10, Clause 6 shall apply.
Article 14-2 [Electronic Registration of Rights to Bonds and Warrant Bonds] The Company may electronically register the rights that should be indicated on the bonds and warrant bonds with the electronic registration account of an electronic registration institution, instead of issuing the bonds and warrant bonds.
Article 15 [Application of Regulations for Bond Issuance] The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.
Chapter 4 Shareholders' Meeting Article 16 [Convocation Period]
The Company's shareholders' meeting shall consist of regular shareholders' meetings and special shareholders' meetings.2. Regular shareholders' meetings shall be convened within three months after the end of each fiscal year, and special shareholders' meetings shall be convened as necessary.
Article 17 [Convocation]
The convocation of a shareholders' meeting shall be carried out by the Representative Director pursuant to the resolution of the Board of Directors, except as otherwise provided by laws and regulations.2. In the event of an urgent convocation, the provisions of Article 33, Clause 2 shall apply.
Article 18 [Notice and Announcement of Convocation]
When convening a shareholders' meeting, notice shall be sent in writing to shareholders two weeks prior to the meeting date, stating the date, venue, and purpose of the meeting, or notice may be sent in electronic form with the agreement of each shareholder.2. For shareholders who own less than one percent of the total issued shares with voting rights, notice may be made by announcing the convocation of the shareholders' meeting and the purpose of the meeting in the Maeil Business Newspaper and the Hankook Economic Daily published in Seoul, at least twice each, or by announcing on the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange.3. When the Company convenes a shareholders' meeting through notice or announcement pursuant to the provisions of Paragraph 1 and Paragraph 2, the Company shall also notify or announce the management reference matters of the company as prescribed in Article 542-4, Paragraph 3 of the Commercial Act. However, if the Company publishes the management reference matters of the company on its official website, and keeps them available at the Company's head office, the branch office, the name transfer agency, the Financial Services Commission, and the Korea Exchange, it may omit the notice or announcement.4. When the Company convenes a shareholders' meeting through notice pursuant to the provisions of Paragraph 1 or announcement pursuant to the provisions of Paragraph 2, in case the purpose of the meeting is the appointment of directors or auditors, the Company shall notify or announce the name, career, and recommender of the director or auditor candidate, and other matters prescribed by the Enforcement Decree of the Commercial Act concerning the candidate.
Article 19 [Venue] Shareholders' meetings shall be held at the Company's main office location, and if necessary, they may also be held in neighboring areas.
Article 20 [Chairperson] The chairperson of shareholders' meetings shall be the Representative Director. In the event of an urgent convocation, the provisions of Article 33, Clause 2 shall apply.
Article 21 [Chairperson's Authority to Maintain Order]
The chairperson of a shareholders' meeting may order the suspension, cancellation, or removal of anyone who intentionally disrupts the proceedings or disturbs the order at the shareholders' meeting, and the person receiving such order must comply.2. The chairperson of a shareholders' meeting may, when deemed necessary for the smooth conduct of the proceedings, limit the time and number of speeches by shareholders.
Article 22 [Voting Rights of Shareholders] Each shareholder shall have one vote per share.
Article 23 [Restriction on Voting Rights for Mutual Shareholdings] In cases where the Company, the Parent Company, or a Subsidiary, or a Subsidiary of the Company holds shares exceeding one-tenth of the total issued shares of another company, the shares of the Company held by that other company shall not carry voting rights.
Article 24 [Exercise of Disparate Voting Rights]
When a shareholder with multiple classes of voting rights intends to exercise disparate voting rights, they must notify the Company in writing of their intention and reasons at least three days prior to the meeting.2. The Company may reject the exercise of disparate voting rights. However, this shall not apply if the shareholder has acquired shares through trust or holds shares for others.
Article 25 [Proxy Voting]
A shareholder may exercise their voting rights through a proxy.2. A proxy must submit a written document (proxy form) proving their proxy status before the commencement of the shareholders' meeting.
Article 26 [Method of Resolutions at Shareholders' Meetings] Resolutions at shareholders' meetings shall be passed by a majority of the voting rights of the attending shareholders, except where otherwise provided by laws and regulations, with a minimum of one-fourth of the total issued shares with voting rights.
Article 27 [Minutes of Shareholders' Meetings] The proceedings, procedures, and outcomes of shareholders' meetings shall be recorded in minutes, which shall be signed or sealed by the chairperson and the attending directors, and kept at the Company's main office and branch offices.
Chapter 5 Directors, Board of Directors, Auditors Article 28 [Number of Directors and Auditors]
The Company shall have at least three directors, and the number of outside directors shall be at least one-fourth of the total number of directors.2. The Company shall have at least one auditor.3. In the event that the number of outside directors falls below the requirements specified in Paragraph 1 due to the resignation, death, or other reasons of outside directors, the first general shareholders' meeting convened after the occurrence of such reasons shall appoint outside directors to meet the requirements.
Article 29 [Appointment of Directors and Auditors]
Directors and auditors shall be appointed by the shareholders' meeting. Resolutions for the appointment of directors and auditors shall be voted on separately.2. The appointment of directors and auditors shall require a majority of the voting rights of the attending shareholders, with a minimum of one-fourth of the total issued shares with voting rights. However, for the appointment of auditors, if the total voting rights of the shares held by a shareholder and their special related parties, or the total voting rights of the shares held by a shareholder and their special related parties to whom the voting rights have been delegated, exceed three percent of the total issued shares with voting rights, the appointment of auditors may be resolved by a majority of the voting rights of the attending shareholders.3. The concentration voting system under Article 382-2 of the Commercial Act shall not apply even if two or more directors are appointed.
Article 30 [Term of Directors and Auditors]
The term of office for directors shall be determined individually within a range of up to three years at the time of appointment by the shareholders' meeting. However, if the term of office expires before the regular shareholders' meeting for the fiscal year following the end of the final settlement period, the term shall be extended until the conclusion of that meeting.2. The term of office for auditors shall expire at the end of the regular shareholders' meeting for the fiscal year within three years of their assumption of office.
Article 31 [Filling Vacancies for Directors and Auditors] In case of vacancies among directors or auditors, such vacancies shall be filled by resolution of the shareholders' meeting. However, this shall not apply if it is unnecessary and does not hinder the performance of duties.
Article 32 [Appointment of Representative Director, etc.] The Company may appoint one or more representative directors, vice presidents, and executive officers by resolution of the Board of Directors. In cases where there are multiple representatives, the Board of Directors may decide to jointly represent the Company.
Article 33 [Duties of Directors]
The representative director shall represent the Company and oversee its operations.2. Vice presidents, executive officers, etc. shall assist the representative director and perform the Company's operations in accordance with the resolutions of the Board of Directors, and in the event of the absence of the representative director, they shall perform the duties in the order mentioned above.
Article 33-2 [Duties of Directors]
Directors shall faithfully perform their duties for the Company in accordance with legal provisions and the Articles of Incorporation.2. Directors shall act in the Company's best interests with due care as prudent managers.3. Directors shall not disclose the Company's trade secrets acquired during their term of office, even after resignation.4. Directors shall immediately report to the auditor when they discover facts that could significantly harm the Company.
Article 34 [Duties of Auditors]
Auditors shall audit the Company's accounts and operations.2. Auditors may attend Board of Directors meetings and state their opinions.3. Auditors may submit a written document stating the purpose and reasons for convening an extraordinary shareholders' meeting to the Board of Directors.4. Auditors may request reports on business operations from subsidiaries when necessary. In such cases, if a subsidiary fails to provide a report promptly or if there is a need to verify the report's contents, the auditor may investigate the subsidiary's business and financial status.5. Auditors may submit a written document to the directors (referred to as the "convoking person" in cases where there is a convoking person) containing the purpose and reasons for convening the Board of Directors, if deemed necessary.6. If the directors fail to convene the Board of Directors promptly upon the auditor's request under Paragraph 5, the auditor making the request may convene the Board of Directors.7. Auditors may seek the assistance of experts at the Company's expense.8. The provisions of Article 33-2, Paragraph 3 shall apply mutatis mutandis to auditors.
Article 35 [Minutes of Audits] Auditors shall record the procedures and results of their audits in the audit minutes, which shall be signed or sealed by the auditor who conducted the audit.
Article 36 [Composition and Convocation of the Board of Directors]
The Board of Directors shall consist of directors and shall resolve on important matters related to the Company's business.2. Each director may convene the Board of Directors. However, if a specific director has been designated by the Board of Directors, this provision shall not apply.3. The director convening the Board of Directors shall notify each director and auditor at least three days before the date of the meeting.4. With the unanimous written consent of all directors and auditors, the Board of Directors may be convened without following the procedure specified in paragraph 3.
Article 37 [Method of Resolutions of the Board of Directors]
Resolutions of the Board of Directors shall be adopted by the attendance of a majority of directors, excluding those with a special interest, and the affirmative vote of a majority of the attending directors, unless otherwise specified by laws or the Articles of Incorporation.2. The chairperson of the meeting shall be the director who exercises the right to convene the Board of Directors under the provisions of Article 36.3. Those with a special interest in the resolutions of the Board of Directors shall not exercise their voting rights.4. The Board of Directors may allow directors who are not present in person at the meeting but are communicating simultaneously with all directors by remote communication means to participate in the resolutions. In such cases, the director shall be deemed to have attended the meeting in person.
Article 38 [Minutes of the Board of Directors] Minutes shall be prepared for the deliberations of the Board of Directors, and the minutes shall include the agenda, proceedings, outcomes, dissenting opinions, and reasons for dissenting. The minutes shall be signed or sealed by the chairperson and the attending directors and auditors, and kept at the Company's main office.
Article 38-2 [Committees]
The Board of Directors may establish the following committees within the Board of Directors by resolution:1) Nominating Committee for Outside Director Candidates2) Audit Committee3) Compensation Committee4) Investment Review Committee5) Related Party Transactions Committee6) Management Committee7) Other committees as deemed necessary by the Board of Directors.2. The composition, authority, and operation of each committee shall be determined by resolution of the Board of Directors.3. The provisions of Articles 36, 37, and 38 shall apply mutatis mutandis to committees.
Article 39 [Remuneration and Retirement Benefits of Directors and Auditors]
The remuneration of directors and auditors shall be determined by resolution of the general shareholders' meeting. Resolutions for the determination of remuneration for directors and auditors shall be voted on separately.2. The payment of retirement benefits to directors and auditors shall be governed by the provisions for the payment of retirement benefits to executives that have been approved through a resolution of the general shareholders' meeting.
Article 40 [Consultants and Advisors] The Company may appoint consultants or advisors by resolution of the Board of Directors.
Chapter 6 Accounting Article 41 [Business Year] The business year of the Company shall begin on January 1st and end on December 31st of each year.
Article 42 [Preparation, Submission, and Disclosure of Financial Statements and Business Reports]
The Representative Director of the Company shall prepare the documents specified in Article 447 and Article 447-2 of the Commercial Act and obtain the approval of the Board of Directors.2. The Representative Director of the Company shall submit the documents specified in paragraph 1 to the auditor no later than six weeks before the date of the regular general shareholders' meeting.3. The auditor shall submit the audit report to the Representative Director no later than one week before the first day of the regular general shareholders' meeting.4. The Representative Director of the Company shall submit the documents specified in Article 447 of the Commercial Act to the regular general shareholders' meeting for approval and report the contents of the documents specified in Article 447-2 of the Commercial Act to the regular general shareholders' meeting.5. The Representative Director shall keep the documents specified in paragraph 1 and the audit report at the Company's main office for five years before the date of the regular general shareholders' meeting and keep copies of these documents at branch offices for three years.6. Upon obtaining approval from the regular general shareholders' meeting for the documents specified in paragraph 1, the Representative Director shall promptly disclose the balance sheet and the external auditor's opinion.
Article 42-2 [Appointment of External Auditors] The Company shall appoint external auditors selected by the audit committee in accordance with the provisions of the Act on External Audit of Stock Companies. The Company shall report this fact to the regular general shareholders' meeting held within the business year in which the appointment is made, or shall notify or announce it to the shareholders in accordance with the Presidential Decree of the Act on External Audit of Stock Companies.
Article 43 [Disposition of Earnings] The Company shall dispose of retained earnings before distribution in the following manner for each business year:1. Legal Reserve2. Other Statutory Reserves3. Dividends4. Discretionary Reserves5. Other Disposal of Retained Earnings
Article 44 [Distribution of Earnings]
The distribution of earnings may be in cash or in assets other than cash.2. In cases where the distribution of earnings is made in shares, the Company may resolve to distribute such earnings in shares of different classes when the Company has issued multiple classes of shares.3. Distribution of earnings under paragraph 1 shall be paid to shareholders or pledgees registered on the shareholder register as of the date specified in Article 12, paragraph 2.4. The distribution of earnings shall be resolved by the general shareholders' meeting.
rticle 44-2 [Interim Dividends]
The Company may distribute interim dividends to shareholders as of June 30 in accordance with Article 462-3 of the Commercial Act.2. Interim dividends under paragraph 1 shall be resolved by the Board of Directors, and such resolution shall be made within 45 days after the reference date specified in paragraph 1.3. Interim dividends shall be limited to an amount obtained by deducting the following amounts from the net asset value on the balance sheet of the immediately preceding fiscal year:1) The amount of the capital as of the immediately preceding fiscal year2) The total amount of the capital reserve and the retained earnings reserve accrued up to the immediately preceding fiscal year3) Unrealized profits as determined in the Enforcement Decree of the Commercial Act4) The amount of earnings distribution resolved at the regular general shareholders' meeting of the immediately preceding fiscal year5) The amount of discretionary reserves established pursuant to the provisions of the Articles of Incorporation or resolutions of the general shareholders' meeting up to the immediately preceding fiscal year for specific purposes6) The amount of retained earnings reserve that should be accrued for the fiscal year due to interim dividends.
Article 45 [Expiration of Statute of Limitations for Dividend Payment Claims]
The right to claim payment of dividends shall expire if not exercised within five years.2. Dividends that have lapsed due to the completion of the statute of limitations under paragraph 1 shall accrue to the Company.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from February 10, 2000.
Article 2 [Application of Commercial Act] Matters not provided for in these Articles shall be governed by resolutions of the general shareholders' meeting and the provisions of the Commercial Act.
Article 3 [Enactor] The enactor of the Company is as follows: (Address and Name of Enactor)
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from October 01, 2002.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2004.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from September 15, 2006.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from June 05, 2007.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from October 17, 2007.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from April 08, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from July 07, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 12, 2008.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 14, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 01, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from August 28, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from December 30, 2013.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2014.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from July 30, 2014.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from February 03, 2015.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2015. However, matters applicable to listed companies shall take effect after the Company's initial listing.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from November 27, 2015.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2016.
Supplementary Provisions
Article 1 [Effective Date] Article 5 [Total Number of Planned Issued Shares] and Article 6 [Amount per Share] of these Articles of Incorporation shall come into effect from the day following the expiration date of the notice submission period for the Shareholders' Meeting resolution held on November 30, 2016.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 31, 2017.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from the day of approval at the 19th Regular Shareholders' Meeting (or March 29, 2019, the date of approval at the 2019 Regular Shareholders' Meeting) with the exception that the amendments to Articles 9, 11, 12, 15-2, and 16 shall come into effect from September 1, 2019, when the "Enforcement Decree of the Act on Electronic Registration of Shares, Bonds, etc." is implemented.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2020.
Supplementary Provisions
Article 1 [Effective Date] These Articles of Incorporation shall come into effect from March 30, 2021.
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9, Jeongui-ro 8-gil, Songpa-gu, Seoul,
Republic of Korea
Business Registration Number: 214-86-48586
COPYRIGHT © 2023 AJ ALL RIGHT RESERVED