CHAPTER II. SHARES
Article 5 Authorized Shares
The total number of shares which the Company is authorized to issue (hereinafter referred to as the "Authorized Shares") is two hundred million (200,000,000) shares.
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Article 6 Par Value Per Share
The par value of the Authorized Shares shall be five hundred (500) Won per share.
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Article 7 Shares Issued at the Time of Establishment of the Company
The total number of shares to be issued by the Company at the time of its establishment shall be two hundred fifty thousand six hundred (250,600) shares.
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Article 8 Class of Shares and Types of Share Certificates
The Company shall have one class of shares consisting of common shares in registered form. There shall be eight (8) types of share certificates in denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000), five thousand (5,000) and ten thousand (10,000).
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Article 9 Preemptive Right
- ①.The Company's shareholders shall have the preemptive right to subscribe for new shares in proportion to their respective shareholding ratios.
- ② Notwithstanding the provision of Paragraph (1), the Company may allocate new shares to persons other than the existing shareholders in the following cases:
- Where new shares are issued by initial public offering or where underwriters are made to underwrite new shares in accordance with the Financial Investment Services and Capital Markets Act (“FSCMA”) within the limit of 20/100 of the total issued and outstanding shares as of after the initial public offering;
- Where the Company issues new shares preferentially to the members of the Employee Stock Ownership Association, in accordance with Article 165-7 of the FSCMA
- Where new shares are issued by general public offering pursuant to approval of the board of directors in accordance with the FSCMA within the limit of 10/100 of the total issued and outstanding shares as of after the general public offering; and
- Where new shares represented by depositary receipt (“DR”) are issued in accordance with the FSCMA, within the limit of 10/100 of the total issued and outstanding shares as of after the DR issuance.
- ③ In the event new shares are issued in accordance with Paragraph (2) above, the type, number and price of the shares will be determined through the resolution of the board of directors.
- ④ If any shares are not subscribed for by a shareholder or if fractional shares result from the allocation of new shares, the shares which have not been subscribed for or allocated shall be disposed of in accordance with a resolution of the Board of Directors.
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Article 9-2 Dividend Calculation Base Date With Respect to New Shares
In the event that the Company issues new shares by capital increase with consideration or capital increase without consideration or stock dividends, with respect to dividends on new shares, such new share shall be deemed to have been issued on the close of the fiscal year immediately preceding the fiscal year during which such new shares were issued.
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Article 10 Alteration of Entry
- ① The Company shall retain a transfer agent for shares.
- ② The transfer agent, the location where its services are to be rendered and the scope of its duties shall be determined by a resolution of the Board of Directors of the Company and made public.
- ③ The shareholders registry of the Company or its counterpart shall be placed at the location where the transfer agent’s services are to be rendered, and the changes in the shareholders’ name, registration and de-registration of pledges, indication or de-registration of trust assets, issuance of share certificates, acceptance of reports and other matters relating to shares shall be performed by the transfer agent.
- ④ Those activities by the transfer agent described in Paragraph ③ above shall be performed in accordance with the Regulations for Securities Agency Business of the Transfer Agent.
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Article 11 Report of Addresses, Names, and Seals or Signatures of Shareholders
- ① Shareholders and registered pledgees of shares shall report their names, addresses, and seals or signatures to the Company.
- ② Shareholders and registered pledges of shares who reside in a foreign country shall report their addresses and appointed agents in Korea to whom notices are to be sent.
- ③ The above provisions shall also apply to changes in any item mentioned in Paragraphs ① and ② above.
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Article 12 Closing of Shareholders Registry and Record Date
- ① The Company shall suspend any entry of name change, pledge registration or cancellation, or trust recordation or cancellation into the shareholders registry from the next day after the last day of each fiscal year to the last day of the month in which the next day after the last day of such fiscal year falls.
- ② The Company shall deem the shareholders who are registered in the shareholders registry as of the last date of each fiscal year as the ones who are entitled to exercise the rights at the relevant ordinary General Meeting of Shareholders pertaining to that fiscal year.
- ③ The Company may, in the case of convention of an extraordinary General Meeting of Shareholders or in any other necessary cases, suspend any entry into the shareholders registry for a period not exceeding three (3) months as determined by a resolution of the Board of Directors, or determine that the shareholders who are registered in the shareholders registry as of a certain record date designated by a resolution of the Board of Directors as the shareholders who are entitled to exercise their rights. The Company may suspend entry into the shareholders registry and designate the record date at the same time, if it is deemed necessary by the Board of the Directors. The Company shall give at least two (2) weeks' prior public notice in such cases.
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