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Hanssem Articles of Incorporation

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Hanssem has established the Articles of Incorporation as the foundational rules for company operations.

Chapter 1. General Provisions

Article 1. Company Name

The name of the Company is Hanssem (hereinafter referred to as the "Company") and in English, HANSSEM CO., LTD.

Article 2. Purpose

The purpose of the Company is to engage in the following business activities.

  • 1. Designing manufacturing, and selling practical furniture
  • 2. Manufacturing and sales of construction materials
  • 3. Export and import
  • 4. Real estate and lease
  • 5. Interior architectural works
  • 6. Window construction
  • 7. Buying and selling of real estate
  • 8. New home sales
  • 9. Home rental business
  • 10. Art galleries and museums business
  • 11. Business related to e-commerce and the Internet
  • 12. IT consulting
  • 13. Venture capital investement and other businesses related to startups
  • 14. Business relevant to producing advertisements and printing
  • 15. Sales of medical equipment and devices
  • 16. Wholesale and retail trade and product brokerage business
  • 17. Interior decoration and woodworking business
  • 18. Gift card exchange business
  • 19. Construction of residential buildings
  • 20. Warehousing business
  • 21. Cargo processing, assembly, sorting, packaging, storage, etc.
  • 22. Cargo terminal operations
  • 23. Freight forwarding business
  • 24. Logistics and distribution
  • 25. Light cargo storage and shipping delivery (courier business)
  • 26. Car repair business
  • 27. Sales of oil
  • 28. Car wash business
  • 29. Liquor wholesale and retail business
  • 30. Food wholesale and retail business
  • 31. Lumber distribution
  • 32. Freight vehicle forwarding business
  • 33. Retal and lease business
  • 34. Cleaning, repair, and maintenance services
  • 35. Business related to job training and education
  • 36. Paid job introduction
  • 37. Provision of information related to jobs
  • 38. Employement service agency
  • 39. Quarantine and disinfection business
  • 40. Education and service business
  • 41. Academy management business
  • 42. Any other business ancillary to the foregoing

Article 3. Location of the Head Office and branches

  • ① The head office of the Company shall be located in Ansan, Gyeonggi-do.
  • ② Branches, factories, sub-offices, or local subsidiaries may be established within or outside Korea as required, by resolutions of the Board of Directors.

Article 4. Public Notices Method

Public notices shall be made by posting them on the Company's website(https://company.hanssem.com) provided, however, that if publication on website is not possible for reasons such as a computerized disorder, they shall be published in the "Maeil Business Newspaper", a newspaper published in Seoul, Korea.

Chapter 2. Shares

Article 5. Total Number of Shares

The total number of authorized shares shall be 60,000,000 shares.

Article 6. Par Value

The par value of each share to be issued by the Company shall be 1,000 won.

Article 7. Classes of Shares

The shares to be issued by the Company shall be common shares and preferred shares, both in registered form.

Article 8. Preferred Shares

  • ① Preferred shares to be issued by the Company shall be shares with no voting rights and the number of such shares to be issued shall be 3,000,000 shares.
  • ② The dividend on the preferred shares shall be in the amount of 5% or more, as determined by the Board of Directors at the time of issuance of the relevant shares.
  • ③ If the dividend rate declared on common shares exceeds the preferred dividend rate, shareholders holding preferred shares shall be entitled to the amount of dividends in excess which shall be distributed on a pro rata basis to all common and preferred shareholders.
  • ④ If, for any fiscal year, dividends have not been paid on preferred shares at the dividend rate prescribed herein, such unpaid dividends shall be preferentially paid on a cumulative basis when dividends are paid for the subsequent fiscal year.
  • ⑤ In the event that a resolution of not paying preferred dividends had been passed at a meeting of shareholders of the Company, preferred shareholders shall be granted voting rights from the opening date of the meeting of shareholders immediately following such meeting of shareholders until the closing date of the meeting at which a resolution in favor of payment of such peferred dividends is passed.
  • ⑥ In the event that the Company increases its capital by issuance of common shares or bonus shares, the new shares to be assigned to preferred shareholders shall be common shares if common shares are issued and shall be the preferred shares of the same class in case of a bonus share issuance.
  • ⑦ The duration of preferred shares issued by the Company shall be 10 years, starting from the date of issuance thereof, and they shall be converted to common shares contemporaneously with the expiration of such duration; however, provided that, if the preferred dividends have not been distributed during the period above, the period shall be extended until the distribution is completed.

Article 9. Electronic Registration of Rights to be indicated on Shares and Subscription Right Certificates to New Stocks

Instead of issuing Stock Certificates and Preemptive Right Certificates for new stocks, the Company shall electronically register the rights to be indicated on the shares and preemptive right certificates to new stocks in the electronic registration account book of the electronic registration authority.

Article 10. Issuance and Allocation of Shares

  • ① When the Company issues new shares by resolution of the Board of Directors, it shall do so in accordance with the following methods:
    • 1. Providing an opportunity for subscription of new shares based on the number of shares held by shareholders.
    • 2. In cases necessary for achieving other management purposes of the Company, such as the introduction of new technologies or improvement of financial structure, issuing new shares to specific individuals (including shareholders of the Company) by means other than those specified in item 1 within the range not exceeding 20% of the total issued shares.
    • 3. Providing an opportunity for subscription of new shares to unspecified multiple persons (including shareholders of the Company) within the range not exceeding 20% of the total issued shares, and allocating new shares to those who subscribed accordingly.
  • ② When new shares are allocated through the method specified in item 3 of paragraph 1, the Board of Directors shall allocate new shares in one of the following ways:
    • 1. Allocating new shares to unspecified multiple subscribers without classifying the types of subscribers.
    • 2. Allocating new shares to members of our employee stock ownership association in accordance with the relevant laws and regulations, and providing an opportunity for subscription of new shares to unspecified multiple persons, including unallocated shares.
    • 3. Providing shareholders with preferential rights to subscribe for new shares, and if there are unsubscribed shares, providing an opportunity for them to be allocated to unspecified multiple persons.
    • 4. Providing an opportunity for subscription of new shares to specific types of individuals based on reasonable criteria prescribed by relevant laws and regulations, such as demand forecasts prepared by investment dealers or intermediaries as acquirers or arrangers.
  • ③ When new shares are allocated pursuant to items 2 and 3 of paragraph 1, matters specified in Article 416, paragraphs 1 through 4, of the Commercial Act must be notified to shareholders or publicly announced at least two weeks before the payment date. However, this notification and announcement may be replaced by disclosing a major report to the Financial Services Commission and the Exchange in accordance with Article 165-9 of the Capital Market and Financial Investment Business Act.
  • ④ When issuing shares through any of the methods specified in paragraph 1, the type and number of shares to be issued, issuance price, etc., shall be determined by resolution of the Board of Directors.

Article 11. Stock Option

  • ① The Company may grant stock options to its employees and executives by a special resolution of the General Meeting of Shareholders pursuant to Article 340-2 and Article 542-3 of the Commercial Act within a range not exceeding 15 percent of the total amount of shares issued. However, the Company may grant stock options to employees and executives within a range not exceeding 3 percent of the total amount of shares issued through a resolution by the Board of Directors.
  • ② The persons to whom stock options are granted are executives and employees that have or have the capacity to contribute to the technical and management innovation of the Company; provided, however, that the persons described below are not eligible.
    • 1. Largest shareholders and affiliated persons; provided, however, that the persons who became affiliated by becoming an executive of the concerned corporation are excluded.
    • 2. Major shareholders and their affiliates; provided, however, that the persons who became affiliated by becoming an executive of the concerned corporation are excluded.
    • 3. Persons who become major shareholders by exercising their stock options
  • ③ The shares to be issued through the exercise of shares (when the Company pays the difference between the exercise price of stock options and the market price, in the form of either cash or treasury shares, they refer to the shares upon which the calculation of such difference is executed) shall be registered as common shares.
  • ④ The stock option that can be granted to each executive or employee shall not exceed 10 percent of the total number of issued and outstanding shares.
  • ⑤ The exercise price of each share upon which stock options will be exercised shall not be less than the price described in the following paragraghs. The same applies to any adjustments to the exercise price of shares after the granting of stock options.
    • 1. When new shares are issued and outstanding, the highest amount among the following:
      • A. The market price of the shares as of the date when the stock options are granted
      • B. The par value of the shares as of the date when the stock options are granted.
    • 2. In the event that treasury shares are transferred, the market price of shares as of the date when the stock options are granted
  • ⑥ The stock options may be exercised within a period of seven years from the date when the two years have passed from the date when the resolution granting such options was adopted at the General Meeting of Shareholders.
  • ⑦ The person to whom a stock option is granted shall stay with the Company for at least two years from the date of the resolution provided in Paragraph ① to become eligible for exercising such stock option. However, in the event that the person to whom a stock option is granted dies, retires, or resigns for reasons not attributable to him/her within two years from the date of the resolution provided in Paragraph ①, the person shall exercise the stock option during such exercise period.
  • ⑧ The stock option may be canceled and thus, not granted by the resolution of the Board of Directors if any of the following occurs:
    • 1. When the relevant employee or executive incurs loss to the Company due to his/her negligence or willful misconduct.
    • 2. In case the Company is unable to respond to an exercise of stock options due to bankruptcy and dissolution.
    • 3. When there occurs any other reasons for the cancelletion of the stock options specified in the stock option agreement.

Article 12. Deleted

Article 13. Deleted

Article 14. Transfer Agent

  • 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 duties, shall be determined through a resolution of the Board of Directors.
  • ③ The Company shall keep the List of Shareholders, or a copy thereof, at the location where the transfer agent renders its services. The transfer agent shall deal with the electronic registration of shares, management of the List of Shareholders, and other matters related to shares.
  • ④ The procedure of handling the matters mentioned in Paragraph ③ shall be compliant with the relevant regulations related to the work of a transfer agent.

Article 15. Deleted

Article 16. Deleted

Article 17. Deleted

Article 18. Suspension of the Alteration to the List of Shareholders and Record Date

  • ① Deleted
  • ② The Company shall deem the shareholders who are registered in the List of Shareholders as of December 31 of each fiscal year as those who are entitled to exercise their rights at the General Meeting of Shareholders in respect to the fiscal year.
  • ③ At the discretion of the Board of Directors, the shareholders listed in the shareholder register as of the date determined by the resolution of the temporary shareholders' meeting or by the resolution of the Board of Directors may exercise their rights as shareholders. Notice must be given at least two weeks prior to the date set by the resolution of the Board of Directors.

Chapter 3. Bonds

Article 19. Issuance of Convertible Bonds

  • ① The Company may issue convertible bonds to persons other than shareholders by resolution of the Board of Directors in the following cases:
    • 1.When issuing convertible bonds by giving an opportunity for subscription of bonds to specific individuals (including shareholders of the Company) in a manner other than that specified in Article 10, Paragraph 1, Item 1, within the range where the total amount of bonds does not exceed 150 billion won for achieving other management purposes of the Company, such as the introduction of new technologies or improvement of financial structure.
    • 2. When issuing convertible bonds by giving an opportunity for subscription of bonds to unspecified multiple persons (including shareholders of the Company) in a manner other than that specified in Article 10, Paragraph 1, Item 1, within the range where the total amount of bonds does not exceed 150 billion won, and allocating bonds to those who subscribed accordingly.
  • ② When issuing bonds in the manner specified in item 2 of paragraph 1, the Board of Directors shall allocate bonds in one of the following ways by resolution:
    • 1. Allocating bonds to unspecified multiple subscribers without classifying the types of subscribers.
    • 2. Giving shareholders preferential rights to subscribe for bonds, and if there are unsubscribed bonds, providing an opportunity for them to be allocated to unspecified multiple persons.
    • 3. Providing an opportunity for subscription of bonds to specific types of individuals based on reasonable criteria prescribed by relevant laws and regulations governing demand forecasts prepared by investment dealers or intermediaries as acquirers or arrangers.
  • ③ With regard to convertible bonds under paragraph 1, the Board of Directors may issue them with conditions granting conversion rights only to some of them.
  • ④ Shares issued by conversion shall be common shares, and the conversion price shall be determined by the Board of Directors at the time of bond issuance, at face value or more.
  • ⑤ The period for exercising conversion rights shall be from the [issue date] of the bonds to the day before the redemption date. However, the period for exercising conversion rights may be adjusted by resolution of the Board of Directors within the above period.
  • ⑥ If converted into shares, the Company shall only pay interest that has come due before the conversion.

Article 19-2. Issuance of Warrant Bonds

  • ① The Company may issue warrant bonds to persons other than shareholders by resolution of the Board of Directors in the following cases:
    • 1. When issuing warrant bonds by giving an opportunity for subscription of bonds to specific individuals (including shareholders of the Company) in a manner other than that specified in Article 10, Paragraph 1, Item 1, within the range where the total amount of bonds does not exceed 150 billion won for achieving other management purposes of the Company, such as the introduction of new technologies or improvement of financial structure.
    • 2. When issuing warrant bonds by giving an opportunity for subscription of bonds to unspecified multiple persons (including shareholders of the Company) in a manner other than that specified in Article 10, Paragraph 1, Item 1, within the range where the total amount of bonds does not exceed 150 billion won, and allocating bonds to those who subscribed accordingly.
  • ② When issuing bonds in the manner specified in item 2 of paragraph 1, the Board of Directors shall allocate bonds in one of the following ways by resolution:
    • 1. Allocating bonds to unspecified multiple subscribers without classifying the types of subscribers.
    • 2. Giving shareholders preferential rights to subscribe for bonds, and if there are unsubscribed bonds, providing an opportunity for them to be allocated to unspecified multiple persons.
    • 3. Providing an opportunity for subscription of bonds to specific types of individuals based on reasonable criteria prescribed by relevant laws and regulations governing demand forecasts prepared by investment dealers or intermediaries as acquirers or arrangers.
  • ③ The amount that can be claimed for the exercise of warrants shall be determined by the Board of Directors within the range not exceeding the total amount of bonds.
  • ④ Shares issued by the exercise of warrants shall be common shares, and the issuance price shall be determined by the Board of Directors at the time of bond issuance, at face value or more.
  • ⑤ The period for exercising warrant rights shall be from the [issue date] of the bonds to the day before the redemption date. However, the period for exercising warrant rights may be adjusted by resolution of the Board of Directors within the above period.

Article 19-3. Electronic Registration of Rights to be Indicated on Bonds and Warrant Securities

The Company electronically registers the rights to be indicated on bonds and warrant securities in the electronic registration accounts of electronic registration institutions instead of issuing bonds and warrant securities.

Article 20. Applicable Regulation Pertaining to Corporate Bond Issuance

Articles 14 and 15 shall apply in the case of corporate bond issuance.

Chapter 4. General
Meeting of Shareholders

Article 21. Convening of General Meeting of Shareholders

  • ① General Meetings of Shareholders shall comprise of ordinary and extraordinary meetings.
  • ② Ordinary General Meetings of Shareholders shall be convened within three months from the end of each fiscal year and extraordinary meetings at any time deemed necessary.

Article 22. Person Authorized to Convene Meetings of Shareholders

  • ① Except as otherwise provided by the relevant laws and regulations, General Meetings of Shareholders shall be convened by the Representative Director by a resolution of the Board of Directors.
  • ② In the absence of the Representative Director, the provision of Article 39 ② shall apply.

Article 23. Notice of Convening

  • ① In convening a General Meeting of Shareholders, a written or digital notice thereof stating the time, location, and agenda of the meeting, shall be sent to each shareholder two weeks prior to the date of the meeting.
  • ② For shareholders holding not more than one percent of the total number of shares issued with voting rights, the written or digital notices above shall be replaced by public notices given at least twice in "The Korea Economic Daily" and "Maeil Business News Korea" published in Seoul, at least two weeks prior to the meeting, or by posting public notices on the electronic notice systems operated by the Financial Supervisory Service or the KRX.

Article 24. Location of General Meetings

General Meetings of Shareholders shall be held at the place where the Company is located or at the Seoul office, but may be held at places adjacent if necessary.

Article 25. Chairman

  • ① The chairman of the shareholders' meeting shall be appointed as the representative executive officer. However, if there are multiple representative executive officers, it shall be determined by the Board of Directors.
  • ②When appointing a representative executive officer, the provisions of Article 39, Paragraph 2 shall apply mutatis mutandis.

Article 26. Chairman's Authority to Keep Order

  • ① The Chairman of the General Meeting of Shareholders has the authority to order the suspension, cancellation of statements, or removal of any person(s) who deliberately speak or behave in a manner that gets in the way of or interferes with the proceedings of the meeting, and the person(s) concerned shall comply with the order.
  • ② The Chairman has the power to limit the length and frequency of statements made by any shareholder(s) whenever deemed necessary for the smooth proceedings of the meetings.

Article 27. Voting Rights of Shareholders

Each shareholder shall have one vote per share.

Article 28. Limitation to the Voting Rights of Cross-Held Shares

If the Company, its parent company and subsidiary, or its subsidiary holds shares exceeding ten percent of the total number of shares issued and outstanding of another company, the shares of the Company held by such company shall have no voting rights.

Article 29. Disunity Exercise of Voting Rights

  • ① A shareholder who holds two or more shares with voting rights shall notify the Company in writing and provide reasons at least three days prior to the General Meeting of Shareholders if he/she wishes to exercise his or her rights in disunity.
  • ② The Company reserves the right to reject a shareholder's exercise of vote in disunity except in the event that the shareholder has accepted a trust of shares or holds the shares on behalf of another person.

Article 30. Exercise of Voting Rights by Proxy

  • ① Shareholders may exercise their voting rights by proxy.
  • ② The proxy provided in Paragraph ① shall submit documents substantiating his/her power of representation prior to the start of the General Meeting of Shareholders.

Article 31. Method of Resolution

Except as otherwise provided by the relevant laws and regulations, all resolutions of the General Meeting of Shareholders shall be adopted by affirmative votes of the majority of the voting rights of the shareholders present at the meeting; provided, however, that the number of votes exceeds one-fourth of the total number of shares issued and outstanding.

Article 31-2. Deleted

Article 32. Minutes of General Meeting of Shareholders

The proceedings and results of the General Meeting of Shareholders shall be recorded in minutes on which the names and seals of the Chairman and Directors present shall be signed by such persons, and shall be kept at the head office and branches.

Chapter 5. Directors &
Board of Directors

Article 33. Number of Directors

  • ①The number of directors of this company shall be three or more, but not exceeding ten, and the number of independent directors shall be at least one-third of the total number of directors.
  • ② If the number of independent Directors required by Paragraph ① is not met due to reasons such as death or resignation, independent Director(s) shall be elected at the General Meeting of Shareholders that will be convened immediately following the occurence of vacancy to meet the relevant requirement.

Article 34. Election

  • ① The members of the Board of Directors shall be elected at and by the General Meeting of Shareholders.
  • ② The Board of Directors in Paragraph ① shall consist of Inside Directors and Outside Directors who are non-standing.
  • ③ The members of the Board of Directors shall be elected by the affirmative vote of a majority of votes cast by shareholders present at the meeting representing at least one fourth of the total issued shares.

Article 35. Exclusion of Cumulative Voting

The Company shall not apply cumulative voting described in Article 382-2 of the Commercial Act to a General Meeting of Shareholders convened for the purpose of appointing two or more Directors.

Article 36. Term of Directors

  • ① The term of office of directors shall be two years. However, the term of office for interim directors shall be one year.
  • ② If the term specified in paragraph 1 expires before the regular shareholders' meeting related to the final settlement, the term shall be extended until the conclusion of that meeting.

Article 37. Appointment of Directors in case of Vacancy

  • ① Any vacancy of the Directors shall be filled by a resolution of the General Meeting of Shareholders. However, the appointment may be withheld if the number of Directors required by Article 33 of these Articles of Incorporation is met and there is no impact to the business of the Company.
  • ② In the case that the number of Directors required pursuant to Article 33 of these Articles of Incorporation herein is not met due to the death or resignation of an independent Director, the relevant requirement shall be met in the first General Meeting of Shareholders held immediately after the occurence of such event.

Article 38. (Directors · Executive Officers)

  • ① This company may appoint executive officers, representative executive officers, vice presidents, executive directors, and managing directors upon resolution of the Board of Directors.
  • ② Representative executive officers and executive officers shall be appointed by resolution of the Board of Directors. However, if there is only one executive officer, that executive officer shall become the representative executive officer.
  • ③ The number, titles, and compensation of representative executive officers and executive officers shall be determined by resolution of the Board of Directors.
  • ④ The term of office for representative executive officers and executive officers shall be at least one year, and their appointment shall be determined by resolution of the Board of Directors at the time of their appointment.

Article 39. Duties of Representative Executive Officers and Executive Officers

  • ① The representative executive officer shall represent the company and oversee its operations.
  • ② Executive officers, directors, vice presidents, executive directors, and managing directors shall assist the representative executive officer and, in accordance with the provisions determined by the Board of Directors, delegate and execute the company's affairs. In the absence of the representative executive officer, they shall assume their duties in the order mentioned above.
  • ③ The representative executive officer and executive officers shall report on the execution status of their duties to the Board of Directors at least once every three months.
  • ④ The representative executive officer and executive officers may submit a written request to the convener of the Board of Directors, specifying the purpose of the meeting and the reason for the convocation, to request the convening of the Board of Directors.

Article 40. Fiduciary Duty of Directors

The directors shall act in good faith and in the best interests of the Company at all times in accordance with the relevant laws and regulations and the Articles of Incorporation.

Article 41. Duties of Directors

In the event that a Director becomes aware of any happening or event that may cause substantial damage to the Company, he or she shall immediately notify the Audit Committee.

Article 42. Prohibition of Competition of Business by the Director

No Director shall engage in any of the following activities without the consent of the Board of Directors.

  • 1. Any activity defined as competitive transaction under Article 397 of the Commercial Act.
  • 2. Appropriation of the Company's opportunities and assets prohibited by Article 397-2 of the Commercial Act.
  • 3. Transactions between Directors and the Company provided in Article 398 of the Commercial Act.

Article 43-1. Constitution and Authority of the Board of Directors

  • ① The Board of Directors shall consist of Directors who shall adopt resolutions for matters important to the Company's business.
  • ② Meetings of the Board of Directors shall be convened by any Director if there is no designated Director. However, Directors other than the Director designated to convene the meeting may request the designated Director to do so.
  • ③ In convening a Meeting of the Board of Directors, the Director who has the right to convene the meeting shall give a notice to each of the Directors at least 7 days prior to the date of the meeting. However, the notice period or the convening procedure may be dispensed with upon the consent of all of the Directors.
  • ④ The Chairman of the Board of Directors shall be decided by the Board of Directors, However, if the Director with the right to convene the Meeting of the Board of Directors was designated in accordance with Paragraph ②, he/she shall become the Chairman.

Article 43-2. Committees within the Board of Directors

  • ① The committees that the Company shall establish within the Board of Directors by resolution of the Board of Directors are as follows:
    • 1. Audit Committee
    • 2. Other committees deemed necessary for the Company's business operations
  • ① The composition, authority, and operation of each committee shall be decided by a resolution of the Board of Directors. However, matters related to the audit committee shall comply with the provisions and articles stated in Chapter 6.

Article 43-3. Reduction of Liability of Directors and Executive Officers

  • ① The Company may exempt Directors and independent Directors of their liability pursuant to Article 399 of the Commercial Act for the amount exceeding six times and three times, respectively, of his/her renumeration including bonuses and the profit generated from exercising stock options for the year immediately preceding the date such actions were taken.
  • ② Paragraph ① shall not apply if a Director, by deliberation or gross negligence, causes damage to the Company and falls under the scope of Article 397 (Prohibition against Competition), Article 397-2 (Prohibition against the Appropriation of Company's Opportunities and Assets), and Article 398 (Transactions between Directors, etc. and Company) of the Commercial Act.

Article 44. Method of Resolution

  • ① Resolutions of the Board of Directors shall be adopted by the presence of the majority of all Directors and a majority of the votes of Directors attending the meeting. However, a resolution of the Board of Directors for matters falling under Paragraphs ② and ③ of Article 42 shall be passed with affirmative votes from not less than two thirds of all Directors.
  • ② The Board of Directors shall allow all or part of the Directors to participate in the meetings by means of communication that allows their voices to be transmitted and received in real time. In such case, the Director(s) attending the meeting of the Board of Directors by such arrangement shall be deemed to have attended the meeting in person.
  • ③ A Director who has a special interest in the resultion of the Board of Directors shall not exercise his/her voting rights.

Article 45. Minutes

Minutes of the meeting of the Board of Directors are to be taken with the names and signatures or seals on them and the minutes shall be placed in the head office.

Article 46. Compensation and Severance Payment

  • ① The amount of compensation to be paid to Directors shall be decided by the Board of Directors.
  • ② Severance payments for Directors shall be made pursuant to the Regulation on Severance Payment for Officers and the resolution of the Board of Directors.

Article 47. Advisors

The Company shall commission advisors or consultants following the resolution of the Board of Directors.

Chapter 6. Audit
Committee

Article 48. Composition and Authority of the Audit Committee

  • ① The Company shall have an Audit Committee as set forth in Paragraph ② of Article 43 of these Articles of Incorporation.
  • ② The Audit Committee shall be composed of three or more Directors of whom two-thirds or more shall be independent Directors. Also at least one member shall be an Accounting or Finance expert.
  • ③ The members of the Audit Committee shall be appointed among the Directors who were apppointed by the General Meeting of Shareholders. However, two of the members of the Audit Committee shall be appointed as Director of the Audit Committee by a resolution of the General Meeting of Shareholders.
  • ④ When appointing or dismissing a member of the Audit Committee, any shareholder who holds shares exceeding 3/100 of the total number of issued shares, excluding non-voting shares, shall not exercise his/her voting rights with respect to such excess shares. (In the case of the largest shareholder, when appointing or dismissing a member of the Audit Committee, the shares owned by his/her specially related persons and other persons as prescribed by the Presidential Decree shall be aggregated.)
  • ⑤ By a resolution, the Audit Committee shall appoint a person who will represent the Committee. In this case, an independent Director shall become the Chairman.

Article 49. Dismissal of members of the Audit Committee

  • ① A member of the Audit Committee who is dismissed by the General Meeting of Shareholders in accordance with Paragraph ③ of Article 48 shall lose his/her position as a Director as well as a member of the Audit Committee.
  • ② No person who falls under any of the subparagraphs of paragraph ③ of Article 542-11 shall become a member of the Audit Committee who is not an independent Director and when falling under any of such cases, he/she shall be removed from his/her position.

Article 50. Vacancies

If the number of independent Directors does not meet the composition requirement prescribed in Article 48 ② due to reasons such as the resignation or death of independent Directors who are also members of the Audit Committee, the requirement shall be met at the first General Meeting of Shareholders immediately following the event that led to the non-fulfillment.

Article 51. Duties of the Audit Committee

  • ① The Audit Committee shall audit the Company's accounting and general operations.
  • ② The Audit Committee shall request the Board of Directors to convene an Extraordinary General Meeting of Shareholders by submitting a written statement specifying the purpose and agenda.
  • ③ The Audit Committee may request the Company's subsidiaries to submit a report on their operations, if deemed necessary. In the event that the subsidiary fails to immediately submit such a report as requested or if the Audit Committee determines it necessary to verify the details of the report, the Audit Committee shall have the right to investigate the subsidiary's general operations and status of property.
  • ④ The Audit Committee shall also handle matters delegated from the Board of Directors in addition to what is set forth in Paragraphs ①, ②, and ③.

Article 52. Minutes of the Audit

The Audit Committee shall take the minutes of audits conducted, which includes the method and results. The minutes shall be signed and sealed by or shall bear the signatures of the Audit Committee members that conducted the audit.

Article 53. Deleted

Chapter 7. Accounting

Article 54. Fiscal Year

The fiscal year of the Company shall begin on January 1 and end on December 31 each year.

Article 55. Preparation and Keeping of Financial Statements and Business Reports

  • ① The Representative Director of the Company shall prepare and have the Audit Committee audit the following documents, supplementary documents therof, and the business report at least six weeks prior to the General Meeting of Shareholders and the Representative Director shall submit the following documents and the business report to the Ordinary Meeting of Shareholders.
    • 1. Balance Sheet
    • 2. Income Statement
    • 3. Any other documents demonstrating the Company's financial status and management performance as defined by the Enforcement Decree of the Commercial Act.
  • ② If the Company is considered a company which is required to prepare consolidated financial statements in accordance with the Enforcement Decree of the Commercial Act, a consolidated financial statement shall be included in the list of documents prepared specified in Paragraph ①.
  • ③ The Audit Committee shall submit the audit report to the Representative Director at least one week prior to the Annual General Shareholders' Meeting.
  • ④ Notwithstanding the provisions of Paragraph ①, the Company may obtain approval for the documents, supplementary documents, and the business report by the resolution of the Board of Directors if the following conditions are met:
    • A. When an independent auditor gives his/her opinion that the documents described in each of the subparagraphs of Paragraph ① demonstrates the Company's financial status and management results well in accordance with the relevant law and regulations and also these Articles of Incorporation.
    • B. Upon a unanimous consent among all members of the Audit Committee
  • ⑤ Upon the approval of the Board of Directors in accordance with Paragraph ④, the Representative Director shall report each of the documents referred to in Paragraph ① to the General Meeting of Shareholders.
  • ⑥ The Representative Director shall keep the documents, supplementary documents thereof, and the audit report referred to in Paragraph ① in the head office of the Company for five years and their copies in the branch office(s) for three years respectively, from one week prior to the General Meeting of Shareholders.
  • ⑦ Upon obtaining approval from the General Meeting of Shareholders or from the Board of Directors in accordance with the provisions of Paragraph ④ with respect to the documents referred to in Pargraph ①, the Representative Director shall immediately announce the balance sheet and the independent auditor's opinion.

Article 56. Disposition of Earned Surplus

The Company shall dispose of unappropriated retained earnings as of the end of each fiscal year in accordance with the method below.

  • 1. Earned surplus reserves (as defined by the Commercial Act)
  • 2. Other statutory reserves
  • 3. Dividends
  • 4. Voluntary reserves
  • 5. Other appropriation of retained earnings

Article 57. Dividends

  • ① Dividends may be paid in cash or shares.
  • ② The Company may establish a record date to determine the shareholders entitled to receive dividends as per paragraph 1 through a resolution of the Board of Directors, and if a record date is established, it must be announced two weeks prior to the record date.

Article 57-2. Quarterly Dividends

  • ① The Company may, by resolution of the Board of Directors, distribute quarterly dividends pursuant to Article 165-12 of the Financial Investment Services and Capital Markets Act within 45 days from the end of March, June, and September, starting from the beginning of the fiscal year.
  • ② The Company may, by resolution of the Board of Directors, determine a record date to identify shareholders eligible for the dividends under Paragraph 1. If such a record date is determined, public notice shall be given at least two weeks prior to the record date.
  • ③ Quarterly dividends shall be limited to the amount obtained by subtracting the following amounts from the net asset value on the balance sheet of the preceding fiscal year:
    • 1. The amount of the capital stock of the preceding fiscal year.
    • 2. The total amount of capital reserve and retained earnings accumulated up to the preceding fiscal year.
    • 3. The amount designated for profit distribution at the regular general meeting of shareholders of the preceding fiscal year.
    • 4. The total amount of retained earnings to be appropriated for the current fiscal year due to quarterly dividends.
    • 5. Discretionary reserve funds set aside for specific purposes pursuant to the provisions of the Articles of Incorporation or resolutions of the general meeting of shareholders until the preceding fiscal year.
    • 6. Unrealized profits as stipulated in the Enforcement Decree of the Commercial Act.
    • 7. The total amount of dividends distributed during the current fiscal year if there have been quarterly dividends during the fiscal year.

Article 58. Statute of Limitation to Claims for Dividends

  • ① A claim for dividends that has not been exercised for five years shall have its statute of limitation expired.
  • ② The dividends related to the expiration of the statute of limitation described in Paragraph ① shall become vested in the Company.

Article 59. Equal Dividends

The Company shall distribute dividends equally to all shares of the same class issued (including those converted) as of the dividend record date, regardless of the issuance date.

Addenda

Effective Date

  • 1. These Articles of Incorporation shall take effect as of March 26, 2005.
  • 2. These Articles of Incorporation shall take effect as of March 24, 2007.
  • 3. These Articles of Incorporation shall take effect as of March 21, 2008.
  • 4. These Articles of Incorporation shall take effect as of March 20, 2009.
  • 5. These Articles of Incorporation shall take effect as of March 18, 2010.
  • 6. These Articles of Incorporation shall take effect as of March 23, 2012. However, the amended Articles of 4, 44-2, 56, and 57 shall take effect as of April 15, 2012.
  • 7. These Articles of Incorporation shall take effect as of March 21, 2014.
  • 8. These Articles of Incorporation shall take effect as of March 20, 2015.
  • 9. These Articles of Incorporation shall come into force on March 22, 2019, which is when they are approved by the 46th Ordinary General Meeting of Shareholders. However, the amended Articles of 9, 14, 17, 19-2, and 20 shall take effect as of September 16, 2019, which is when the Act on Electronic Registration of Stocks, Bonds, etc. comes into force.
  • 10. These Articles of Incorporation shall take effect as of March 20, 2020, which is when they are approved by the 47th Ordinary General Meeting of Shareholders.
  • 11. These Articles of Incorporation shall take effect as of March 19, 2021, which is when they are approved by the 48th Ordinary General Meeting of Shareholders.
  • 12. These Articles of Incorporation shall take effect as of March 23, 2022, which is when they are approved by the 49th Ordinary General Meeting of Shareholders.
  • 13. These Articles of Incorporation shall take effect as of March 24, 2023, which is when they are approved by the 50th Ordinary General Meeting of Shareholders.
  • 14. These Articles of Incorporation shall take effect as of March 22, 2024, which is when they are approved by the 51th Ordinary General Meeting of Shareholders.
  • 15. These Articles of Incorporation shall take effect as of March 21, 2025, as approved by the 52nd Annual General Meeting of Shareholders.
  • 16. These Articles of Incorporation shall take effect as of March 27, 2026, upon approval by the 53rd Annual General Meeting of Shareholders. However, the amendments replacing the term "outside directors" with "independent directors" (including in Articles 33, 37, 43-3, 48, 49, and 50) and the amendments to Article 48-4 shall take effect on July 23, 2026.
  • CEO: Yujin Kim, Corporate Registration Number: 133-81-22865
  • Mail Order Reported Number: Ansan No. 512
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