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THE ARTICLES OF INCORPORATION (3)
Judicial Agent Sungsoo Kim’s Office, Email: iwoo8517@naver.com, iwoo8517@naver.com, Website: www.bubmoo.com
Chapter 5 Directors, Representative Director, Board of Directors, Auditors Article 31 (Number of Directors and Auditor)
Article 32 (Election of Directors and Auditors) ① Directors and auditors shall be elected at the general meeting of stockholders. The agenda for electing directors and auditors shall be resolved separately. ② The election of directors and auditors shall be resolved by the majority of the voting rights of stockholders present and over 1/4 of the total number of issued stocks. But for the election of auditors, if the number of stocks which the principal stockholder and specially interested person, those having the stock at the account of the principal or the specially interested person, those commissioning their voting rights to the principal or specially interested person possess exceeds 3/100 of the total number of stocks having voting rights, the stockholder shall not exercise the voting right exceeding the limit. ③ In case of the election of over two directors in accordance with the article of the Commercial Law, and the intensive voting system shall not be adopted. Article 33 (Tenure of Directors and Auditors) ① The tenure of directors shall be 3 years. But in case the tenure terminates before the regular meeting of stockholders to the relevant settlement term after the end of final settlement term, it shall be extended to the end of the general meeting. ② The tenure of auditors shall be by the end of the regular meeting to the final settlement term within 3 years after inauguration.
Article 34 (Special Election of Directors and Auditors) In case of any vacancy, the stockholders' general meeting shall elect it. But it constitutes legally fixed number, and does not cause any hindrance; the election by special vote can be withdrawn or delayed to the next stockholders' general meeting.
Article 35 (Duties of Directors) ① The representative director, president shall represent this company and control business affairs. ② Executive directors, managing director, and directors shall assist the representative, carry out partial affairs of this company provided by the board of directors and take the place of the affairs according to the above order if the representative director (president) has trouble. Article 36 (Duties of Directors) ① Directors shall faithfully perform their duties for the company in accordance with the provision of the laws and the articles. ② Directors shall perform their duties for the company with due diligence. ③ Directors shall neither use the business secrets known during service nor have a third party use it. ④ Directors shall find out any facts to cause remarkable damage to the company, and then report it to the auditor immediately.
Article 37 (Duties of Auditors) ①Auditors shall audit the accounting and affairs of this company. ② Auditors can submit the document stating the agenda and call reason of the meeting at the board of directors and request the call of the extraordinary general meeting of stockholders. ③ If necessary to perform their duties, auditors can demand a subsidiary company to report its business. In this case, if the subsidiary company does not report it at once, or they need to certify the reporting contents, they can investigate the affairs and property status of the subsidiary company. ④ Auditors can attend the board of directors and state their opinions. ⑤ To the duties of auditors, the regulations on the duties of directors shall be applied.
Article 38 (Audit Minutes of Auditors) Auditors shall make up the audit minutes and the execution points and their results at the audit minutes and the auditors executing it affix their seals and signatures or signatures.
Article 39 (Remuneration and Retirement Allowances of Directors and Auditors) ① The remuneration and retirement allowances of directors and auditors shall be resolved by the general meeting of stockholders. The agenda to decide the remuneration for directors and auditors shall be dividedly resolved. ② The payment of retirement allowances of directors and auditors shall be performed by the payment regulations of retirement allowances for officials and employees resolved at the general meeting of stockholders.
Article 40 (Composition and Calling of Board of Directors) ① The board of directors shall be composed of directors and resolve the important matters of these company business affairs. ②The board of directors shall be called by the notification of the representative director, president or other director separately designated at the board of directors if any to each director and auditor 7 days before the meeting date. But the call procedure can be omitted by the unanimous decision of all directors and auditors. ③ The chairman of the board of directors shall be the representative director, if he has any trouble, the article 35 (Duties of Directors) shall be applied to it. Article 41 (Resolution Method of Board of Directors) ① The resolution of board of directors shall be pass by the presence of the majority of directors and by the approval of majority of directors present. ② The board of directors can allow all or some directors participate at the resolution by sending and receiving communications without presence in the meeting. ③ Those interested with the resolution of board of directors shall not exercise their voting rights. ① The minutes of the proceedings of the board of directors shall be drawn up. ② The agenda, proceeding points, results, opponents and opposition cause shall be entered in them, which shall be signed and sealed by the directors and auditors present.
Article 43 (Election of Representative Director) This company shall elect chairman, representative director (president), vice president, some managing and executive directors by the resolution of the board of directors.
Article 44 (Consultants and Advisors) This company can elect some consultants and advisors by the resolution of board of directors.
Chapter 6 Accounts
Article 45 (Business Year) The business year of this company shall commence on Jan. 1 and end on Dec. 31 every year.
Article 46 (Preparation and Provision of Financial Statement and Business Reports) ① The representative director of this company shall prepare the following documents, attached details and business reports and get them audited by auditors 6 weeks before the regular general meeting of stockholders, and submit them to the regular general meeting of the stockholders. 1. Balance sheet 2. Statement of profits and losses 3. Statement of Disposition of Profit Surplus or Statement of Disposition of Deficits ② Auditors shall submit an audit report to the representative director (president) 1 week before the regular general meeting of stockholders. ③ The company shall keep the documents of paragraph ① and along with a business report and audit report ready at the head office for 5 years and their copies at branch offices for 3 years from 1 week before the regular general meeting of stockholders. ④ Upon getting the approval of the general meeting of stockholders to the documents of paragraph ①, the company shall notify the balance sheet and the audit opinion of outside auditors at once.
Article 47 (Election of Independent Auditors) Independent auditors shall be elected by the nomination of the auditor (or auditor election committee) in accordance with the Law on Independent Audit.
Article 48 (Disposition of Profits) ① This company shall dispose of the before disposition profit surplus at the end of every business year as follows. 1. Reserve fund for profit 2. Other legal reserve fund 3. Dividend 4. Voluntary reserve fund 5. Other profit surplus disposition amount
Article 49 (Profit-Sharing) ① Profit sharing can be performed in cash and by stocks. ② In case profit sharing is paid by stocks, if the company issues various kinds of stocks, the dividend can be paid with other kinds of stocks than those by the resolution of the general meeting of stockholders. ③ The dividend of paragraph ① shall be paid to the entered stockholders at the stockholders' list or registered pledges as of the end of every settlement term.
Article 50 (Extinctive Prescription of Claim for Dividend Payment) ① In case the claim for dividend payment is not exercised for 5 years, its extinctive prescription shall be complete. ② The dividend by the completion of the extinctive prescription of paragraph ① shall be reverted to the company.
Annex
Article 51 (Initial business year) The initial business year shall be from the establishment date of the company to the 31st of December of the same year. Article 52 (Application of Commercial Law) To other matters unspecified at these articles, the Commercial Law shall be applied. All the present promoters hereunder sign and seal these articles of incorporation for the establishment of Jassko Korea Co., Ltd. Jan. 1. 2014.
Names and Address of Promoters: Sungsoo Kim, 37, 302 Seochodaero52Gil, Seocho, Seoul, South Korea
Number of Subscribed: 5,000 shares Kinds of Stocks: Common stocks 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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