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THE ARTICLES OF INCORPORATION [Reference]
Judicial Agent Sungsoo Kim’s Office, Address: 37, 30 Seochodaero52Gil, Seocho, Seoul, South Korea, Tel: 822 584 1122, Fax: 822 6455 1155 Email: iwoo8517@naver.com, iwoo8517@naver.com, Website: www.bubmoo.com
Chapter 1 General Rules
Article 1 (Firm Name) This company shall be referred to as "Jassko Korea Co., Ltd.".
Article 2 (Purpose of Business) This company shall purport to engage in the following businesses. 2. Agency business with Establishment of Foreigner Invested Company 3. Agency business with Establishment of Branch office 4. Agency Business with Commitment, Lease Contract 5. All related business with above stated items.
Article 3 (Location of Head Office and Establishment of Branch Office) ① This company shall set up its head office in Seoul-City.
Article 4 (Method of Notification) The notices shall be carried at the Daily Economy Newspaper published in Seoul-City.
Chapter 2 Stocks
Article 5 (Total Number of Stocks to Be Issued) The total number of stocks to be issued by this company shall be 20,000 shares.
Article 6 (Price of One Stock) The par value per one stock to be issued by this company shall be 10,000 won.
Article 7 (Total Number of Stocks To Be Issued At The Time Of Incorporation) The total number of stocks to be issued at the time of incorporation shall be 5,000 shares.
Article 8 (Kinds of Stocks) The kinds of stock issued by this company shall be registered type common stocks.
Article 9 (Kinds of Stock Certificate) The kinds of stock certificate issued by this company shall be eight of one, five, ten, fifty, one hundred, five hundreds, one thousand and ten thousand shares.
Article 10 (Pre-emptive Rights) ① The stockholders of this company shall have right to receive new stocks in proportion to the number of stocks they possess when new stocks being issued. ② In spite of the paragraph ①, in the event of the following items, the board of directors can allocate new stocks to those other than stockholders by its resolution. 1. In case of issuing new stocks by general offering in the form of public offering in accordance with resolution of the board of directors . 2. In case of preferentially allocating new stocks to the partners of employee ownership system. 3. In case of issuing new stocks by exercising the stock option in accordance with the provisions of Special Measure Law on Venture Nurturing. 4. In case of issuing new stocks by issuing Depository Receipt(DR) in accordance with the provisions of the Securities Transaction Law 5. In case of issuing new stocks for foreigners by the Foreign Investigation Promotion Law. 6. In case of issuing new stocks to financial institutions for procure urgent funds. 7. In case of issuing new stocks to the allied companies for introducing technique. 8. In case of issuing new stocks to joint venture, allied or partner companies for managerial need. 9. In case of inviting subscriptions or having subscribers underwrite new stocks for newly listing or registering them on the market or at the association. ③ If a stockholder waives or loses the pre-emptive rights, or an odd lot takes place in allocating new stocks, then its disposition method shall be decided by the resolution of the board of directors.
Article 11 (Increase of Capital by Public Offering) ① This company can issue new stocks issued by the method of public offering in accordance with the Securities Transaction Law. ② This company can issue new stocks for foreign investment by the Foreign Investment Promotion Law according to the resolution of the board of directors. ③ The kind, number and issue price of new stocks by means of paragraph ①, ② shall be decided by the resolution of the board of directors. But the issuing price of new stocks shall be over the price specified by the Enforcement Ordinances, the Securities Transaction Law.
Article 12 (Basic Date of Dividend of New Stocks) In case the company issues new stocks by the increase of capital with and without consideration, dividend, for the profit sharing to the new stocks, they shall be deemed as having been issued at the end of business year just before the business belonging to the time of the new stocks being issued.
Article 13 (Transfer) ① This company shall carry out transfer at this company and employ the transfer agent if necessary. ② The transfer agent and his or her handling place and its range of acting affairs shall be settled by the resolution of the board of directors and made public. ③ This company shall keep the stockholders' list or its copy at the handling office of transfer agent ready and have him or her deal with the affairs about the transfer of stocks, registration or cancellation of pledge, indication or cancellation of trust property, issue of stock certificate, receipt of report and other stock affairs. To the procedures of business handling of paragraph ③, the regulations of transfer agency business of securities of a transfer agent shall be applied.
Article 14 (Reporting Addresses, Names and Seal Impressions or Signatures of Stockholders) ① Stockholders and registered pledgees shall report their names, addresses, seal impressions or signatures to the company. ② The stockholders and pledgees residing abroad shall report the notice receiving place and agent in the Republic of Korea. ③ The above paragraph shall be true with the changes of paragraph ①, ②.
Article 15 (Closing and Basic Date of Stockholders' List)
Chapter 3 Bonds
Article 16 (Convertible Bonds) ① This company can issue convertible bonds by the resolution of the board of directors. ② Within the range of its total face value not exceeding 4 times pure assets amount at the final balance sheet, this company can issue convertible bonds to those other than stockholders in any case of the following items by the resolution of the board of directors. 1. In case of issuing convertible bonds in the method of general public offering. 2. In case of issuing convertible bonds for foreigners by the Foreign Investigation Promotion Law. 3. In case of issuing convertible bonds to financial institutions for procure urgent funds. 4. In case of issuing convertible bonds to the allied companies for introducing technique. 5. In case of issuing convertible bonds to joint venture, allied or partner companies for managerial need. 6. In case of issuing convertible bonds abroad in accordance with the Securities Transaction Law. ④ The kinds of stocks and their conversion price shall be decided by the board of directors. But their conversion price shall be decided at the face value or higher. ⑤ The period to claim conversion request shall be from the date five days pass after the issue date till the date just before the repayment date. However, the claim period can be rearranged within the above term by the resolution of the board of directors. ⑥ To the profit sharing to the stock issued by conversion and interest payment to convertible stocks, the provision of the basic date of allocating new stock shall be applied.
Article 17 (Issue of Pre-emptive Bonds) ① This company can issue pre-emptive bonds by the resolution of the board of directors. ② Within the range of its total face value not exceeding 4 times pure assets amount at the final balance sheet, this company can issue pre-emptive bonds to those other than stockholders in any case of the following items by the resolution of the board of directors. 1. In case of issuing pre-emptive bonds in the method of general public offering. 2. In case of issuing pre-emptive bonds for foreigners by the Foreign Investigation Promotion Law. 3. In case of issuing pre-emptive bonds to financial institutions for procure urgent funds. 4. In case of issuing pre-emptive bonds to the allied companies for introducing technique. 5. In case of issuing pre-emptive bonds to joint venture, allied or partner companies for managerial need. 6. In case of issuing pre-emptive bonds abroad in accordance with the Securities Transaction Law. ③ The amount to claim new stock subscriptions shall be decided by the board of directors within the range not exceeding the face value. ④ The kinds of stocks and their conversion price shall be decided by the board of directors. But their conversion price shall be decided at the face value or higher. ⑤ The period to claim pre-emptive rights shall be from the date five days pass after the issue date till the date just before the repayment date. However, the claim period can be rearranged within the above term by the resolution of the board of directors.
⑥ To the profit sharing to the stock issued by pre-emptive rights, the provision of the basic date of allocating new stock shall be applied.
Judicial Agent Sungsoo Kim’s Office, Address: 37, 30 Seochodaero52Gil, Seocho, Seoul, South Korea, Tel: 822 584 1122, Fax: 822 6455 1155 Email: iwoo8517@naver.com, iwoo8517@naver.com, Website: www.bubmoo.com
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