Chapter 1: General provisions
Article 1 (Name of company)
This company is referred to as WONIK IPS CO.,LTD. In English, it is written as WONIK IPS CO.,LTD.
Article 2 (Purpose)
The purpose of this company is to conduct the following businesses.
1. Production of semiconductors, displays, solar cells, and manufacturing equipment for micro trimming as well as retrofit, sales, import and export business.
2. Sales, import/export business of the corresponding equipment and components required for the production of the equipment.
3. Business regarding follow-up management and service provision accompanying the sale of the corresponding equipment.
4. Research and development services regarding semiconductors, displays, solar cells, and manufacturing equipment for micro trimming.
5. Real estate rental business.
6. Information and communication technology project.
7. Mechanical equipment construction business.
8. Software development and services.
9. Any business that is directly or indirectly related to or incidental to the business of each of the above subparagraphs.
Article 3 (Location of the headquarter and establishment of branches, etc.)
① The headquarter of this company is located in Pyeongtaek-si, Gyeonggi-do.
② The company could establish branches, branch offices, offices and local corporations at home and abroad by decision of the board of directors if required.
Article 4 (Notice method)
Notices of this company are posted on the company's internet homepage (www.ips.co.kr). However, if it is impossible to make a public notice on the company's internet homepage because of such as computer system errors or other unavoidable reasons, it would be published in the Korea Economic Daily published daily by Seoul Metropolitan Government.
Chapter 2 Stocks
Article 5 (Total number of shares to be issued by the company)
The total number of shares to be issued by this company shall be 200,000,000 shares.
Article 6 (Value of each share)
The value of each share issued by this company is 500 KRW.
Article 7 (Total number of shares issued at the time of establishment)
The total number of shares issued by this company at the time of establishment shall be 41,273,436 shares.
Article 8 (Types of shares)
The shares to be issued by this company shall be registered common shares.
Article 9 (Electronic registration of stocks, etc.)
In case this company issues stocks, etc. according to Article 2, Item 1 of the 「Act on Electronic Registration of Stocks and Bonds, etc.」, stocks and so on shall be electronically registered in the electronic registration account book of the electronic registration authority. However, this may not be applied to the case of stocks and so on for which the company does not have the obligation for registration according to laws and regulations.
Article 10 (Issuance and allotment of shares)
① When this company issues new shares by decision of the board of directors, it is conducted based on the followings.
1. The way of giving a shareholder an opportunity to subscribe for new shares in order to allot new shares based on the number of shares he/she owns.
2. The way of granting an opportunity to subscribe for new stocks in order to allot new stocks to a specific person (including shareholders of this company) specified by a method described in other than subparagraph 1 if necessary, in order to achieve the company's business objectives, such as the introduction of new technologies and improvement of the financial structure within the range not exceeding 20/100 of the total number of issued shares.
3. The way of offering an opportunity to subscribe for new stocks to an unspecified number of people (including shareholders of this company) by methods described in other than subparagraph 1 within the limit of not exceeding 20/100 of the total number of issued stocks and allotting new shares to ones who subscribe for it.
4. The way of allotting new stocks to persons with preemptive rights according to the provisions of the Act, such as convertible bondholders, creditors with warrant, employees who have joined the employee stock ownership association, etc.
5. The way of allotting new stocks to persons who have been granted stock options through the issuance of new stocks according to. Article 10-3.
② In the case of allotting new stocks in the way described in Paragraph 1, Item 3, new stocks shall be allotted in any of the following ways by decision of the board of directors.
1. The way of allotting new stocks to an unspecified number of subscribers without classifying the type of subscribers who was given an opportunity to subscribe for new stocks.
2. The way of allotting new stocks to members of employee stock ownership association according to the corresponding laws and giving an opportunity to subscribe for new stocks including stocks that have not been subscribed to an unspecified number of people.
3. The way in which shareholders are given an opportunity to make a subscription for new stocks in priority, and if there are unsubscribed stocks, an opportunity to get new stocks is given to an unspecified number of people.
4. The way in which an investment trader or investment broker gives a specific type of person an opportunity to subscribe for new stocks according to reasonable standards stipulated in corresponding laws, such as demand forecasting prepared as a buyer or broker.
③ In the case of allotting new stocks according to Paragraph 1, No. 2 and No. 3, the matters stipulated in the followings shall be notified or publicly posted to shareholders at least two weeks prior to the payment due date: Article 416 of the Commercial Act, No. 1 (type and number of new stocks), No. 2 (issuance price and payment date of new stocks), No. 3 (the way to get new stocks) and No. 4 (the name of the person making the in-kind investment and the type, quantity, and value of the property, and the type and number of stocks to be granted for it). However, according to Article 165-9 of the Capital Markets and Financial Investment Business Act, the notice and public notice could be replaced by a public announcement of a report on major issues to the Financial Services Commission and the Exchange up to one week prior to the payment due date.
④ In the case of issuing new stocks according to either Paragraph 1, No. 1 or No.3, the type and number of stocks to be issued and the issuance price, etc. shall be determined by a decision of the Board of Directors. However, the issuance price of new shares shall be determined according to the Article 5-18 of the Regulations on Issuance and Disclosure of Securities.
⑤ In case of allotting new stocks, if there is a failure to subscribe for new stocks by the due date or there are unpaid shares, the way to deal with it is determined by the decision of the Board of Directors based on the corresponding laws, such as the appropriateness of the issue price.
⑥ The company shall determine the way to deal with short selling stocks generated while allotting new shares by the decision of the board of directors.
⑦ When the company allots new stocks according to Paragraph 1, No. 1, the company shall issue a warrant for the shareholders.
Article 10-2 (Recording date of dividend of new shares)
If the company issues new shares through paid-in capital increase, bonus issue, or stock dividend, it shall be regarded to be issued at the end of the business year immediately preceding the business year in which the new shares are issued regarding the distribution of profits to the new shares.
Article 10-3 (Stock option)
① The stock option could be granted by a special decision of the general meeting of shareholders to the employees of the company or employees of business partners who contribute or can contribute to the company's management, overseas sales, or technological innovation, as stipulated in Article 542-3 of the Commercial Act, within the limit of 15/100 of the total number of issued stocks. The stock option could be granted in a performance-linked type linked to business performance or stock indices, and those who fall under any of the following of each paragraphs are excluded from the grant of stock options.
1. The largest shareholder under Article 542-8, Paragraph 2, Item 5 of the Commercial Act and persons related to them. (referring to persons according to Article 141 of the Enforcement Decree of the Capital Markets and Financial Investment Business Act. However, a person who falls under a specially related person by becoming an executive of the corporation concerned is excluded from the persons related to them. Hereinafter, it is the same as shown in this section)
2. Major shareholders (referring to major shareholders under Article 542-8, Paragraph 2, Item 6 of the Commercial Act. Hereinafter, it is the same as below) and persons specially related to them.
3. A person who becomes a major shareholder by exercising stock options.
② The company shall, within the range of 3/100 of the total number of issued stocks, could granted stock options to the employees of the company or affiliated companies by the decision of the board of directors to the limit described by the corresponding laws and regulations (excluding persons not subjected to the grant according to paragraph 1 and directors of the company). In this case, approval should be obtained at the first general meeting of shareholders convened after the grant of stock options.
③ The stocks to be issued by the exercise of the stock option (in cases that the difference between the exercise price of stock options and the market price is delivered in cash or treasury stock, it refers to stocks that serve as the basis for calculating the difference) shall be registered common stocks.
④ If employees who have been granted the stock option exercise the right, the company could grant the employees the right to preempt new stocks or deliver the difference between the exercise price of the stock option and the market price in cash or treasury stock.
⑤ The number of employees granted stock options cannot exceed 50/100 of the number of incumbent employees, and the number of stock options granted to an employee cannot exceed 10/100 of the total number of issued stocks.
⑥ The exercise price per share for which the stock option is to be exercised should be at least the value of the following subparagraphs. The same shall also apply to the case of adjusting the exercise price after granting the stock option.
1. In the case of newly issuing and delivering stocks, the higher of the following prices.
A. The real value of the stock as of the grant date of the stock option.
B. par value of the corresponding stock.
2. In the case of transfer of treasury stock, the real value of the stock as of the date of granting the stock option.
⑦ The stock option could be exercised within 6 years from the date on which 2 years have elapsed after the decision of the general meeting of shareholders or the date of decision of the board of directors to which it is granted. However, in this case, a person who has been granted the stock option could exercise it following serving for at least two years from the date of the decision of the general meeting of shareholders or the board of directors to grant the stock option, except as provided by the corresponding laws and regulations.
⑧ The provisions of Article 10-2 shall apply mutatis mutandis to dividends of profits on new stocks issued due to the exercise of stock options.
⑨ The grant of stock options could be revoked by the decision of the board of directors in any of the following cases.
1. In the case that the corresponding employee resigns at his/her own will within two years from the date the stock purchase option is granted.
2. In the case that the employee inflicts serious damage to the company intentionally or negligently.
3. In the case that the company is unable to respond to the exercise of stock options because of bankruptcy, etc.
4. In the case that other reasons for cancellation described in the stock option agreement.
Article 10-4 (Employee stock ownership)
① The company could grant the option to purchase employee stock ownership under Article 39 of the Framework Act on Labor and Welfare to members of the employee stock ownership association by the special decision of the general shareholders' meeting within the limit of 20/100 of the total number of issued stocks. However, within 10/100 of the total number of issued stocks, option to purchase employee stock ownership could be granted by the decision of the board of directors.
② Shares to be issued or transferred through the exercise of option to purchase employee stock ownership shall be registered common shares.
③ A person who has been granted the option to purchase employee stock ownership could exercise the right within a period of not less than 6 months and not more than 2 years from the date of the decision described in paragraph (1). However, by the decision described in Paragraph 1, the right could be exercised during the period or after the end of the period by setting a certain exercise period.
④ The exercise price of the option to purchase employee stock ownership shall be at least 80/100 of the appraised price stipulated in Article 14 of the Enforcement Rule of the Framework Act on Labor Welfare. However, in the case of issuance and delivery of stocks, if the exercise price is lower than the par value of the stock, the par value shall be the exercise price.
⑤ In cases that it falls under any of the following subparagraphs, the grant of option to purchase employee stock ownership could be revoked by the decision of the board of directors.
1. In the case that a member of the employee stock ownership association who has been granted the option to purchase employee stock ownership causes significant damage to the company intentionally or negligently.
2. In the case that the company is unable to respond to the exercise of its stock options because of bankruptcy or dissolution of the company.
3. In the case of other reasons for cancellation stipulated in the contract for granting option to purchase employee stock ownership.
⑥ The provisions of Article 10-2 shall apply mutatis mutandis to the distribution of profits to new stocks issued because of the exercise of the option to purchase employee stock ownership.
Article 11 (Stock transfer agent in charge of rewriting the title holder)
① This company has a stock transfer agent in charge of rewriting the title holder.
② The stock transfer agent in charge of rewriting the title holder and the location of his/her and the scope of agency work shall be determined by the decision of the board of directors.
③ The company's shareholder list or a copy thereof shall be kept at the office of stock transfer agent in charge of rewriting the title holder, and electronic registration of stocks, management of the shareholder list, and other stock-related affairs shall be handled by the stock transfer agent in charge of rewriting the title holder.
④ Procedures regarding the handling of affairs under Paragraph 3 shall be in accordance with the regulations on securities transfer of the stock transfer agent in charge of rewriting the title holder.
Article 12 (Deletion)
Article 13 (Closing of shareholders' list and standard date)
① The company suspends changes to the list of shareholders regarding rights from January 1 to January 15 of each year.
② The company shall use the shareholders listed in the last shareholder list on December 31st of each year as the shareholders who will exercise their rights at the regular general meeting of shareholders for the settlement period.
③ In case of convening of an extraordinary general meeting of shareholders and other cases required, the company shall suspend changes to the list of shareholders regarding rights by a fixed period not exceeding three months from the date of the decision of the board of directors. The shareholders listed in the list of shareholders on the date determined by the decision of the board of directors could be the shareholders to exercise their rights. And if the board of directors consider that it is required, the suspension of changes to the list of shareholders and the designation of the standard date could be conducted together. The company should announce this two weeks in advance.
Chapter 3 Bonds
Article 14 (Issuance and allotting of convertible bonds)
① The company could issue convertible bonds to persons other than shareholders by the decision of the board of directors in any of the following cases if the total face value of the bonds does not exceed KRW 160 billion.
1. In the case that it is necessary to achieve the business purpose of the company, such as the introduction of new technology and improvement of the financial structure. In the case that convertible bonds are issued in a way that gives an opportunity to subscribe for bonds in order to issue convertible bonds to a specific person (including shareholders of this company) in a manner other than described in Article 10, Paragraph 1, Item 1.
2. In the case that provide an opportunity to subscribe for bonds to a large number of unspecified persons (including shareholders of this company) in a manner other than described in Article 10, Paragraph 1, Item 1, and accordingly, it issues convertible bonds in such a way that bonds are allotted to those who have subscribed.
② In the case of allotting bonds in the manner described in Paragraph 1, Item 2, the bonds should be allotted in any of the following manners by the decision of the board of directors.
1. In a manner of allotting bonds to an unspecified number of subscribers without classifying the type of persons who was given an opportunity to subscribe for bonds.
2. In a manner in which shareholders are given an opportunity to make a subscription for bonds in priority and, if there are unsubscribed bonds, an opportunity to receive bonds is provided to an unspecified number of people.
3. In a manner of giving a specific type of person an opportunity to subscribe for bonds according to the reasonable standards stipulated in the corresponding laws, such as demand forecasting which was prepared by an investment trader or investment broker as an underwriter or broker.
③ In the case of convertible bonds under Paragraph 1, the board of directors could issue them even under condition that the right to convert only a part of them is granted.
④ Shares to be issued because of conversion shall be registered common shares. The conversion price is the par value of stocks or higher, and the board of directors determines it when bonds are issued.
⑤ The period during which conversion can be requested is from the day following the issuance date of the bond to the day immediately preceding the redemption date. However, within the above period, the period for requesting conversion could be adjusted by the decision of the board of directors.
⑥ For distribution of profits on stocks issued because of conversion and payment of interest on convertible bonds, the provisions of Article 10-2 shall be applied mutatis mutandis.
Article 15 (Issuance and allotting bonds with warrants)
① The company could issue issuance and allotting bonds with warrants to persons other than shareholders by the decision of the board of directors in any of the following cases if the total face value of the bonds does not exceed KRW 100 billion.
1. In the case that it is necessary to achieve the business purpose of the company, such as the introduction of new technology and improvement of the financial structure. In the case that bonds with warrants are issued in a way that gives an opportunity to subscribe for bonds in order to issue convertible bonds to a specific person (including shareholders of this company) in a manner other than described in Article 10, Paragraph 1, Item 1.
2. In the case that provide an opportunity to subscribe for bonds to a large number of unspecified persons (including shareholders of this company) in a manner described other than in Article 10, Paragraph 1, Item 1, and accordingly, in the case of issuing bonds with warrants in a way that grants bonds with warrants in a way that allocates bonds to those who have subscribed it.
② In the case of allotting bonds in the manner described in Paragraph 1, Item 2, the bonds should be allotted in any of the following manners by the decision of the board of directors.
1. In a manner of allotting bonds to an unspecified number of subscribers without classifying the type of persons who was given an opportunity to subscribe for bonds.
2. In a manner in which shareholders are given an opportunity to make a subscription for bonds in priority and, if there are unsubscribed bonds, an opportunity to receive bonds is provided to an unspecified number of people.
3. In a manner of giving a specific type of person an opportunity to subscribe for bonds according to the reasonable standards stipulated in the corresponding laws, such as demand forecasting which was prepared by an investment trader or investment broker as an underwriter or broker.
③ The amount that could be claimed for the purchase of new shares shall be determined by the Board of Directors within the range not exceeding the total face value of the bonds.
④ Shares issued by the exercise of preemptive rights shall be registered common shares, and the issuance price shall be the par amount or higher, and the board of directors shall determine it upon the issuance of bonds.
⑤ The period during which the preemptive right can be exercised is from the day following the issuance date of the bond to the day immediately preceding the redemption date. However, within the above period, the exercise period of preemptive rights may be adjusted by the decision of the board of directors.
⑥ Regarding dividends of profits on stocks issued due to the exercise of preemptive rights, the provisions of Article 10-2 shall be applied mutatis mutandis.
Article 15-2 (Delegation of issuance of bonds)
The board of directors could entrust the representative director to issue bonds within a period not exceeding one year by determining the amount and type of bonds.
Article 15-3 (Deletion)
Article 16 (Regulations applicable mutatis mutandis to bond issuance)
The provisions of Article 11 shall be applied mutatis mutandis to the issuance of bonds.
Chapter 4 General meeting of shareholders
Article 17 (Time of convocation)
① The general meeting of shareholders of this company shall be a regular general meeting of shareholders and an extraordinary general meeting of shareholders.
② The regular general meeting of shareholders shall be convened within three months following the end of each business year, and the extraordinary general meeting of shareholders shall be convened as required.
Article 18 (Person with the right to convene)
① The general meeting of shareholders is convened by the representative director according to the decision of the board of directors, except as otherwise described in laws and regulations.
② In case of the absence of the CEO, the provisions of Article 34 Paragraph 2 shall be applied mutatis mutandis.
Article 19 (Notice of convocation and announcement)
① In the case of convening a general meeting of shareholders, a written notice of the date, place, and purpose of the meeting shall be sent to the shareholders two weeks prior to the date of the general meeting, or the notice shall be sent in electronic form with the consent of each shareholder.
② For the notice of convocation to shareholders who owns less than 1/100 of the total number of issued and issued stocks with voting rights, it could be substituted for the notice of convocation according to the provisions of Paragraph 1 by announcing the intention to convene a general meeting of shareholders two weeks prior to the date of the general meeting and the purpose of the meeting at least twice in the Maeil Business Newspaper and the Korea Economic Daily published in Seoul, or announcing it on the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange.
③ In the case that the purpose of the meeting is the appointment of directors or members of the audit committee when the company issues a notice of convening according to the provisions of Paragraph 1 or the public notice under the provisions of Paragraph 2, the name, biography, recommender, and other things regarding candidates of the director or audit committee member candidate shall be notified or publicly notified as prescribed by the Enforcement Decree of the Commercial Act.
④ In the case that this company notifies or announces the convening of a general meeting of shareholders according to paragraphs 1 and 2, the things described in Article 542-4, Paragraph 3 of the 「Commercial Act」, such as the details of activities of outside directors, things related to remuneration, business outline, etc., shall be notified or publicly announced. However, this is not the case if the information is posted on the company's Internet homepage and kept at the company's headquarter/branch, stock transfer company in charge of rewriting the title holder, financial services commission, or Korea Exchange.
Article 20 (Place of convocation)
The general meeting of shareholders is held at the location of headquarter, but could also be held in a nearby area if required.
Article 21 (Chairman)
① The representative director would be the chairman of the general meeting of shareholders.
② In the event of the absence of the representative director, if there is a person designated separately at the general meeting of shareholders, that person becomes the chairperson. However, if there is no other person designated at the general meeting of shareholders, the provisions of Article 34, Paragraph 2 shall be applied mutatis mutandis.
Article 22 (Chairman's right to maintain order)
① The chairman of the general meeting of shareholders could order a person who intentionally speaks or acts to impede the proceedings or disturbs the order at the general meeting of shareholders to suspend, cancel, or leave his/her speech. Those who receive the order should follow it.
② The chairman of the general meeting of shareholders could restrict the time and number of statements made by shareholders if necessary to promote the proceedings.
Article 23 (Shareholders’ voting right)
A shareholder's voting right shall be one per share.
Article 24 (Restrictions on voting rights for mutual shares)
If this company's parent company and its subsidiaries hold more than 1/10 of the total issued stock of another company, the shares of this company held by the other company have no voting rights.
Article 25 (Inconsistent exercise of voting rights)
① If a shareholder with two or more voting rights intends to exercise the non-uniformity of their voting rights, they should notify the company of his/her intention and the reason in writing or electronically 3 days before the meeting.
② The company could refuse to exercise the non-uniformity of voting rights of shareholders. However, this is not the case if a shareholder has underwritten a trust of stocks or holds stocks for other people.
Article 26 (Exercise of voting rights by agent)
① Shareholders could have their agent to exercise their voting rights.
② The agent under Paragraph 1 should submit a document (power of attorney) which certifies his/her authority prior to the start of the general meeting of shareholders.
Article 26-2 (Postponement or continuation of general shareholders' meeting)
If all or part of the agenda submitted to the general meeting of shareholders cannot be considered on the same day, the general meeting of shareholders could be postponed or continued by setting the place and date again by the decision of the general meeting.
Article 27 (The way of decision at general meeting of shareholders)
The decision at the general meeting of shareholders shall be decided by a majority of the voting rights of shareholders who are present and at least 1/4 of the total number of issued shares unless otherwise provided by laws and regulations.
Article 28 (Minute of general meeting of shareholders)
The progress and results of the progress of the general meeting of shareholders will be recorded in the minutes, and the chairman and the directors present shall sign and seal it and keep it at the headquarter and branch offices.
Chapter 5 Directors, Board of directors
Article 29 (Number of directors)
The number of directors of this company is 3 or more and 11 or less, and the number of outside directors is not less than 1/4 of the total number of directors.
Article 30 (Appointment of directors)
① Directors are appointed at the general meeting of shareholders.
② The appointment of directors should be preceded by a majority of the voting rights of the shareholders present and at least 1/4 of the total number of issued stocks.
③ In the case that even two or more directors are appointed, the cumulative voting system described in Article 382-2 of the Commercial Act shall not be applied.
Article 31 (Term of office of director)
The term of office of directors shall be three years. However, if it expires before the regular general meeting of shareholders following the term of office expires at the end of the final settlement period, the term of office is extended until the end of the general meeting.
Article 32 (By-elect of directors)
① In the case of a vacancy among the directors, he/she shall be appointed at the general meeting of shareholders. However, this is not the case if the number of persons described in Article 29 of this Articles of Incorporation is not met and there are no obstacles in the performance of duties.
② In the case that the number of outside director fails to meet the number of persons described in Article 29 because of reasons such as resignation or death, the requirements should be met at the first general meeting of shareholders convened after the cause has occurred.
Article 33 (Appointment of representative director, etc.)
① The company could appoint some representative director, vice president, and managing director by the decision of the board of directors.
② If there is more than one representative director, additional president, vice president, and CEO can be appointed. And in the case that several representative directors are appointed, the division of job duties shall be decided by the board of directors.
Article 34 (Job duties of directors)
① A representative director represents the company and supervises the business.
② The vice president, managing director, executive director, and director assist the representative director and the duties are assigned in the order determined by the board of directors. In the event of the absence of the representative director, he/she shall act on his behalf in the order determined by the board of directors.
Article 34-2 (Duties of directors)
① Directors should faithfully perform their duties for the company according to laws and regulations and the articles of incorporation.
② Directors should perform their duties for the company as a good manager.
③ Directors should not divulge the business secrets of the company that have been acquired during their duties as well as during their tenure as well as after their retirement.
④ If a director founds a fact that is likely to cause significant damage to the company, he/she should report it immediately to the audit committee.
Article 35 (Composition and convocation of the board of directors)
① The board of directors consists of directors and resolves important issues of the company.
② The board of directors is convened by each director. However, this is not the case if there is a director separately appointed by the board of directors.
③ Directors who convene the board of directors should notify it to each director three days prior to the meeting of the board of directors. However, the convocation procedure could be skipped if all directors agree to it.
④ The chairperson of the board of directors would be appointed by the board of directors. However, if the person who has the right to convene the board of directors is separately appointed by the board of directors according to the proviso to paragraph 2, that director could be the chairperson.
Article 36 (The way of decision by the board of directors)
① The decision of the board of directors could be made by the attendance of a majority of directors and a majority of the directors present, except as otherwise provided in laws and regulations and the articles of incorporation. However, the decision of the board of directors on issues falling under Articles 397-2 (Prohibition of Abuse of Company Opportunities) and Article 398 (Prohibition of Self-Trade) of the Commercial Act could be made by at least two-thirds of the directors.
② The board of directors could permit all or some of the directors to participate in the decision by means of communication that transmits and receives voices to/from all directors at the same time without attending the meeting in person. In this case, the director could be regarded to have attended the board of directors in person.
③ A person who has a special interest in the decision of the board of directors could not exercise its voting right.
Article 37 (Minute of the board of directors)
① The minutes of the board of directors should be prepared.
② In the minutes, the agenda, transitional guidelines, results, the name of objectors and the reasons for the objection shall be recorded, and the attended director should write his or her name and seal or sign it.
Article 38 (Committee)
① The company shall have the following committees in the board of directors.
1. Audit Committee.
② Details regarding the composition, authority, operation, etc. of each committee shall be determined by the decision of the board of directors, except as otherwise described in the laws and articles of incorporation.
③ For the Committee, the provisions of Articles 35, 36 and 37 shall be applied mutatis mutandis.
Article 39 (Director's remuneration and severance pay)
① The remuneration of directors will be determined by the decision of the general meeting of shareholders.
② The payment of severance pay for directors shall be conducted according to the provisions on the payment of severance pay for executives that has passed at the general meeting of shareholders.
Article 40 (Reduction in responsibilities of directors)
According to the Article 399 of the Commercial Act, the director shall be exempted from liability for the amount in excess of 6 times(3 times for outside directors)of the amount of remuneration(including bonuses and profits from the exercise of stock options) for the last one year prior to the date of the act of the director. However, this is not the case if a director causes damage to the company intentionally or by gross negligence and in the case that it falls under Articles 397 (Prohibition of working in other company at the same time), Article 397-2 (Prohibition of Abuse of Company Opportunities) and Article 398 (Prohibition of Self-Trade) of the Commercial Act.
Article 41 (Counselors and advisors)
The company could appoint some consultants or advisors by the decision of the board of directors.
Chapter 6 Audit committee
Article 41-2 (Composition of audit committee)
① The company could establish an audit committee according to the provisions of Article 38 instead of the audit.
② The audit committee consists of three or more directors.
③ At least two-thirds of the committee members should be outside directors, and the committee members who are not outside directors should have requirement which meet the Article 542-10 (2).
④ Appointment of members of the audit committee shall be made by a majority of the voting rights of shareholders who are present, but not less than 1/4 of the total number of issued stocks. However, in cases if voting rights can be exercised electronically according to the Article 368-4 (1) of the Commercial Act, the decision on the appointment of members of the audit committee could be made with a majority of the voting rights of shareholders present.
⑤ The dismissal of the members of the audit committee shall be made by at least two-thirds of the voting rights of the shareholders who are present, and at the same time by a number of at least one-third of the total number of issued stocks.
⑥ In the case of the appointment or dismissal of the members of the audit committee according to the paragraphs 4 and 5, shareholders (in the case of the largest shareholder, the number of stocks with voting rights owned by the followings is summed up when appointing or dismissing a member of the audit committee who is not an outside director: person related to the largest shareholder, the person who holds stocks on the account of the largest shareholder or person related to the largest shareholder, the person who has delegated voting rights to the largest shareholder or person related to the largest shareholder)who hold more than 3/100 of the total number of issued stocks with voting rights shall not exercise their voting rights on the excess stock.
⑦ According to paragraphs 1 to 6, one of the members of the audit committee shall be appointed as a director who will become a member of the audit committee separately from other directors by the decision of the general meeting of shareholders.
⑧ According to paragraph 7, in case of dismissing a member of the audit committee separately appointed, both the positions of the director and the member of the audit committee shall be lost.
⑨ The audit committee shall select a person to represent the committee based on the decision by members of audit committee. In this case, the chairperson should be an outside director.
⑩ If the number of outside directors falls below the requirements for the audit committee described in this Article because of reasons such as resignation or death of outside directors, the requirements should be met at the first general meeting of shareholders convened after the occurrence of such reasons.
Article 41-3 (Job duties of audit committee, etc.)
① The audit committee audits the company's accounting and business.
② If required, the audit committee could request a convening of the board of directors by writing the purpose of the meeting and the reason for convening it and submitting it to the directors (referring to a convening person if there is one; hereinafter the same one shall be applied).
③ If the director fails to convene the board of directors immediately even after making a request under paragraph (2), the requested audit committee could convene a board of directors meeting.
④ The audit committee could request the convening of an extraordinary general meeting by submitting a document describing the purpose of the meeting and the reason for convening to the board of directors.
⑤ The audit committee could request a business report from a subsidiary when it is required to conduct its duties. In this case, when the subsidiary fails to report it immediately, or when it is required to confirm the details of the report, the subsidiary's business and property status could be investigated.
⑥ The audit committee selects an external auditor of the company.
⑦ The audit committee deals with issues entrusted by the board of directors in addition to things described in the paragraphs 1 to 6.
⑧ The board of directors cannot resolve the decision of the audit committee again.
⑨ The audit committee could get expert's help at the company's expense.
Article 41-4 (Minute of the audit committee)
The audit committee should prepare minutes regarding the audit. And the followings should be included in the minutes: the guidelines for conducting the audit and the results as well as name and signature of the member of the audit committee who conducted the audit.
Chapter 7 Calculations
Article 42 (Business year)
The business year of this company is from January 1 of each year to December 31 of each year.
Article 43 (Preparation of financial statements and business reports, etc.)
① The representative director should prepare each document described in Articles 447 and 447-2 of the Commercial Act and obtain approval from the board of directors.
② The representative director should submit the documents described in Paragraph 1 to the audit committee six weeks prior to the date of the regular general meeting of shareholders or the deadline for submitting business reports.
③ The audit committee should submit the audit report to the representative director by the date of the regular general meeting of shareholders or one week prior to the deadline for submitting the business report.
④ The representative director should keep the documents described in paragraph 1 and the audit report at the headquarter for 5 years from one week before the date of the regular general meeting of shareholders, and a certified copy at the branch office for 3 years.
⑤ The representative director should submit the documents described in Article 447 of the Commercial Act to the regular general meeting of shareholders for approval, and should submit the documents described in Article 447-2 to the general meeting of shareholders and report the details.
⑥ Notwithstanding Paragraph 5, each document under Article 447 of the Commercial Act could be approved by the decision of the board of directors, if there is an opinion of the external auditor that each document described in Article 447 of the Commercial Act contain information about the management performance and the financial status of the company properly according to the laws and articles of incorporation and if there is the consent of all members of the audit committee.
⑦ According to Paragraph 6, the contents of documents approved should be reported to the general meeting of shareholders.
⑧ If the representative director has obtained approval under paragraphs 5 or 6, he/she should post the balance sheet and the audit opinion of the external auditor immediately.
Article 43-2 (Appointment of external auditor)
The company appoints an external auditor ta is selected by the audit committee according to the provisions of the Act on External Audit of Corporations, etc. As such, the fact shall be reported to the regular general meeting of shareholders convened after the appointment, or notified or publicly notified to shareholders as described in the Enforcement Decree of the Act on External Audit of Stock Companies.
Article 44 (Disposition of profits)
The company disposes of retained earnings undisposed at the end of each business year as follows.
1. Profit reserve
2. Other statutory reserves
3. Dividends
4. Random reserve
5. Other amount of disposal of retained earnings
Article 44-2 (Selling of shares)
The company could sell the treasury stock held by the company by the decision of the board of directors.
Article 45 (Profit dividend)
① Distribution of profits could be made with money or non-monetary property.
② (Deletion)
③ The dividends described in Paragraph 1 shall be paid to the shareholders or registered pledgees listed in the list of shareholders as of the end of each settlement period.
④ Profit distribution shall be determined by the decision of the general meeting of shareholders. However, according to Article 43. Paragraph 6, if the board of directors approves the financial statements, the dividend shall be determined by the decision of the board of directors.
Article 45-2 (Quarterly dividend)
① According to the Article 165-12 of the Capital Markets and Financial Investment Business Act, quarterly dividends could be paid to shareholders on the last days of March, June and September from the start date of the business year according to the decision of the Board of Directors.
② The decision of the board of directors under Paragraph 1 should be made within 45 days after the standard date of quarterly dividend.
③ Quarterly dividends are limited to the amount obtained by deducting the following amounts from the net assets on the balance sheet for the immediately preceding settlement period.
1. The amount of fund for the immediately preceding settlement period
2. The total amount of fund reserve and profit reserve accumulated until the immediately preceding settlement period
3. The amount of fund decided to be distributed at the regular general meeting of shareholders of the immediately preceding settlement period
4. Voluntary reserve accumulated for a specific purpose according to the provisions of the articles of incorporation or the decision of the general meeting of shareholders until the immediately preceding settlement period
5. Unrealized profits described in Article 19 of the Enforcement Decree of the Commercial Act
6. The total amount of profit reserves to be accumulated in the settlement period of the corresponding year according to quarterly dividends
④ If new shares are issued following the start date of the business year(including cases because of capital transfer of reserve funds, stock dividends, conversion requests for convertible bonds, and exercise of warrants for bonds with warrants) and before the quarterly dividend base date, the new shares are regarded to have been issued at the end of the immediately preceding business year with respect to quarterly dividends. However, new stocks issued after the quarterly dividend base date are regarded to have been issued immediately after the standard date of latest quarterly dividend.
Article 46 (Extinctive prescription of right to claim payment of dividends)
① If the right to claim payment of dividends is not exercised for 5 years, the extinctive prescription expires.
② Dividends because of the incidence of prescription in Paragraph 1 shall belong to this company.
Addendum
1. (Effective date)
These articles of incorporation are effective from the date of establishment of the company.
2. (Specific internal regulations)
If required, the company could determine specific internal regulations necessary for business promotion and management by the decision of the board of directors.
3. (Special cases regarding the business year)
Notwithstanding the provisions of Article 42, the first business year of this company is from the date of establishment of the company to December 31, 2016.
4. (Special cases regarding remuneration for directors and auditors)
Notwithstanding the provisions of Article 40, the remuneration of directors for the first business year of the company shall be as described in the division plan approved at the general meeting of shareholders of Wonik IPS Co., Ltd. prior to the division on February 25, 2016.
Additional regulations
This article of incorporation was effective from the date on which the merger according to the merger agreement concluded between this company and Wonik Tera Semicon Co., Ltd. on October 29, 2018 takes effect.
Additional regulations
This articles of incorporation is effective on March 26, 2019. However, the amendments to Articles 9, 11, 12, 15-3 and 16 will be effective from when the day the Act on Electronic Registration of Stocks and Bonds (Act No. 14096) goes into effect.
Additional regulations
This articles of incorporation is effective on March 24, 2020.
Additional regulations
1. (Effective date)
This articles of incorporation is effective on March 25, 2021.
2. (Cases applied to the appointment of members of the audit committee)
The amended provisions of Article 41-2 (4), (6) and (7) (only for the part concerning appointment) will be applied from the members of the audit committee appointed after this Article of Incorporation enters into force.
3. (Cases applied to the dismissal of members of the audit committee)
The amended provisions of Article 41-2 (5) and (6) (only for the part concerning dismissal) will also be applied to the dismissal of members of the Audit Committee who were appointed according to the previous provisions at the time these articles of incorporation enter into force.