ࡱ> 5@ Rbjbj222XXAAAADABBBBBBBB$RXh)BBBBB)BBΚEEEBFBBEBEEEsBB 'UhAC3Lי,08C BBEBBBBB))>AEAMemorandum of association May 2002 %%% CO., LTD Memorandum of association Establishment by law: December 6, 1999 Revision: May 4, 2002 Chapter 1 General rules Article 1 (Name of the firm) This firm is called a stock-joint company %%%. It declared %%% CO., LTD in English. Article 2 (An object) The objects of the firm are as follow: The development, production and sale of hardware and software in relation to computer, communication and control. Services and consulting business in relation to data processing and the development of science technology. The development and consulting business in relation to transportation system. The operation service and consulting business in connection with computer system and its related equipment. The pilot study and investment business to develop a basic science and applied science in relation to computer. The development, operation and consulting business of an additional communication service. Operating a system development laboratory. Education business in relation to information and communication technology. Consulting business and an accessory business in connection with electricity and communication construction business. Consulting business and production for a numeric map of geographic information system. The operation, development and consulting business of an electronic commercial business. Web management and agency business Web hosting service business Real estates lease business Distribution business of information and communication equipment and information and communication service business The business of exports and imports The business in relation to publishing and printing and vicarious execution of advertisement and events Carrying out other businesses when they are beneficial for the firm directly or indirectly or when they are go with or attend on above objects achievement Article 3 (Location of main office) The main office of the firm sets up in the city of Seoul. The firm can set up branches, a local office, an office and a local subsidiary within home and abroad under the decision a board of directors. Article 4 (A means of public notice) The means of public notice is the Korean economic daily, which is published in Seoul. Chapter 2 stocks Article 5 (Estimated total stocks to issue) The total stock of the firm to issue is arranged with 500,000 shares. Article 6 (Total stock to issue when the firm established) At an establishment of the firm, the total stock of the firm is arranged with 14,000 shares. Article 7 (A sum of money per share) A sum of money per share is 5,000 Won. Article 8 (Issuing and type of stocks) The stock the firm issues is a registered share. The stocks of the firm are 8 types such as one-stock right, five -stock right, ten-stock right, fifty-stock right, a hundred-stock right, five-hundred stock right, a thousand-stock right and ten-thousand stock right. Article 9 (Type, number and contents of stocks) The firm can issue an ordinary share and a preference share. The issue limit of a preference share amongst estimated total stock to issue of Art. 5 are arranged with 250,000 shares. The minimum of dividends for a preferred stock is 9% of an annual nominal value. A Clause 3 provision applies the dividend for a preferred stock. The same dividend for a preferred stock applies for a common stock. Then if there is a possible benefit of remaining dividends, it is divided on equal ratio for a preference share and an ordinary share. When the business year we cannot pay a dividend of a clause 3 for a preferred stock, not yet paid dividend will be accumulated and it will be allotted first in the next business year. Shareholders of a preferred stock do not have a voting right. But shareholders of a preferred stock do have a voting right only from the next general meeting after a general meeting in decision, which they do not take a fixed share for a preferred stock to the end of a general meeting in decision that they have a priority in share. A preferred stock is converted to a common stock after a lapse of 10 years from its issue. The distribution of profits for a new stock issue by the provision of Clause 7 follows the provision of 13. Article 10 (The right of newly issued stock underwriting) A shareholder has a right to be allotted a newly issued stock in proportion to the numbers of stocks owned by him. The firm can divide its newly issued share to persons who are not shareholders on each case below despite the provision of Clause 1. When an additional stock is issued in an appeal for public subscription for increase of capital form by a board of directors decision under Act. 189s 4 stipulation of securities exchange act When newly issued stocks are issued due to stock purchase option exercise under Act. 189s 4 stipulation When stocks are divided to our member of association of our owner of company first within 20 out of 100 of the total issued stocks When introduction of new technology, improvement of the financial structure and so on are needed to achieve object of the company operation under commercial law Art. 418 Clause 2 When a newly issued stock is raised or stock is underwritten by a underwriter in order to register stock in an association 3. A board of directors decides dealing method for matters of stock and newly issued stock purchase occurred due to the renouncement or the loss of newly issued stock underwriting. Article 11 (An appeal for public subscription for increase of capital) A newly issued stock, which is issued in an appeal for public subscription for increase of capital form under Art. 189. Clause 3 of securities exchange act cannot exceed 20 out of 100 of the total issued stocks. A newly issued stock issued under Art. 10 Clause 2 No.4 cannot exceed 20 out of 100 of the total issued stocks. When a newly issued stock is issued under the form of Clause 1 and 2, a board of directors decides the types of stock, the number of stock and issuing price to issue. Article 12 (Stock purchase option) The firm can give stock purchase option to an executive and an employee of the firm who contributes or can contribute to establishment, management and technological innovation of the firm within 15 out of 100 of the total issued stocks by a special decision of a board of directors. But, the stock purchase option can be given by a decision of a board of directors within 15 out of 100 of the total issued stocks under the securities exchange act Art. 189s 4 Clause 3 stipulations. In spite of the provision of Clause 1, the stock purchase option cannot be given to the biggest shareholder, an essential shareholder and a special person concerned under the securities exchange act. But, the stock purchase option can be given to person who is applicable to a special concerned person (included the executive who is a part time director of a business firm of the group), as he becomes an executive of the firm. The stock purchase option, which is given to a director or an employee, cannot exceed 10 out of 100 of the total issued stock. In case of one amongst each case below, the decision of a board of directors can cancel the stock purchase option grant. When a director or an employee, who is allowed the stock purchase option, retire or resign in accordance with his own wish, When a director or an employee who is granted the stock purchase option cause severe harm to the firm on purpose or by accident, When the exercise of the stock purchase option cannot be met because of the insolvency or dissolution of the company When occurs the reason for cancel fixed by the stock purchase option grant contract The firm allows the stock purchase option in case of one amongst each method below. 1. The method is to issue and deliver newly a registered common stock (or a registered preferred stock) with the exercise price of the stock purchase option 2. The method is to deliver the treasury stock of a registered common stock (or a registered preferred stock) with the exercise price of the stock purchase option. 3. The method is to deliver the difference between exercise price and opening price in cash or in treasury stock. The person who granted the stock purchase option can exercise his right, when he hold office over 2 years from the day of decision of Clause 1 or within 7 years from the day of his term of office. But, when the person dies within 2 years from the day of decision of Clause 1 or when the person retires or resigns at the age limit or when the person retires or resigns due to other reason except the reason of his own deliberation or fault, the stock purchase option can be exercised during the exercise term. The exercise price of stock per share to exercise the stock purchase option is arranged over the price of each below No. It is also the same when the exercise price is intervened after given the stock purchase option. When stock is newly issued and delivered, be applied large amount of money amongst each item price below. The opening price of the year stock settled after the provision of the securities exchange act enforcement ordinance Art. 84s 9 Clause 2 No.1 is followed and applied and assessed on the basis of the stock purchase option grant day. The price written on the front side of securities of the year stock 2. Except the case of Item 1, it is the same as the market price of the year stock evaluated by the provision of Item 1 each No. The profit sharing for a newly issued stock issued due to the stock purchase option exercise follows and applies the provision of Art. 13. Article 13 (Record date of dividend pay-off of a newly issued stock) About profit sharing for a newly issued stock issued by capital increase with consideration, increase of capital stock without consideration and stock dividends, the firm considers that a newly issued stock is issued at the end of the previous operating year of the operating year, which is the period when a newly issued stock is issued. Article 14 (Incineration of stock) The firm can destroy a stock by fire with the distribution of profits from shareholders. A board of directors decides detailed of profit incineration including the volume of stock to destroy by fire and the method of destruction by fire. The stock incineration by the provision Clause 1 follows the method that the firm acquires treasury stock and destroys by fire. Article 15 (Transfer agent) The firm places a transfer agent of stock. A board of directors decides and notify publicly about transfer agent, its business management place and the range of transfer agency service. The firm provides the list of stockholders or its double copies at the business management place of transfer agent. The transfer agent deals with transfer of stocks, registration and cancellation of the right of pledge, indication and cancellation of trusted funds, issuing stocks, receipt a report and other matters about stocks. The procedure about the business management of Clause 3 follows the provision including the transfer agency service of securities of the transfer agent. Article 16 (The address of stockholders and registration of name and a seal impression or a signature) Shareholders and a registered mortgagee must report their name, address and a seal impression or a signature and so on, to the transfer agent. Shareholders and a registered mortgagee who live in overseas must report a place and an agent to be informed within Korea. Must be reported if there are any changes on regular facts of Clause 1 and 2. Article 17 (The basic day and the closing day of the list of stockholders) The firm bans the changes of entries of the list of shareholders about the right of shareholders from the first of January to 31st of January every year. The firm chooses shareholders, who are mentioned on the list of shareholders as of the 31st of December every year, to exercise the right at the annual meeting of shareholders about the closing. The firm can call an extra-ordinary shareholders meeting. If necessary, the firm can ban the changes of entries of the list of shareholders about the right of shareholders at a fixed period not to pass on March by the decision of a board of directors. The firm can give an authority to shareholders, who are mentioned on the list of shareholders on the day fixed by a board of directors, to exercise their right. If a board of directors admits the necessity of changes, the firm can stop the changes of entries and together with the basic day designation of the list of shareholders. In this case, the firm must inform this two weeks in advance from the closing period or the basic day of the list of shareholders. Chapter 3. Corporate bonds Article 18 (Issue of conversion bond) The firm can issue a convertible bond to the persons who are not shareholders by the decision of a board of directors in each case below within the range of not over thousand hundred million Won of the total par value of corporate bond. 1. In case of issue a convertible bond by the method of general public offering 2. In case of issue a convertible bond to reach a companys operating object including introduction of new technology and improvement of financial structure in accordance with the provision of the commercial law Art. 513 Clause 3 The stock, which is issued due to a conversion, is a common stock or a non-voting preferred stock. The conversion price is par value of the stock or its above par value and a board of directors decides it at the time of the corporate bond issue. The period for demanding a conversion is from the day of passing the following day after issue of an appropriate corporate bond to the day just prior to the redemption day. But, the decision of a board of directors can request mediation of the conversion period within the period mentioned above. About a profit dividend for a newly issued stock and an interest payment for a conversion bond, which are issued due to a conversion, the provision of Art. 13 is confirmed and applied. Article 19. (Issue of a bond with warrant) The firm can issue a bond with warrant to the persons who are not shareholders by decision of a board of directors in case of it comes under Art. 18 Clause 1 each No. of the memorandum of association within the range of not over thousand hundred million Won of the total par value of corporate bond. The value for demanding a bond with warrant is determined by a board of directors within the range of not over the total par value of corporate bond. The types of stock issued by exercising a bond with warrant are an ordinary share and a non-voting preference share. The issue price is par value of the stock or its above par value and a board of directors decides it at the time of the corporate bond issue. The period of demanding a bond with warrant is from the day of passing the following day after issue of the year corporate bond to the day just prior to the redemption day. But, the decision of a board of directors can request mediation of the exercising period of a bond with warrant within the period mentioned above. About a profit dividend for a newly issued stock which is issued due to a bond with warrant, the provision of Art. 13 is confirmed and applied. Article 20 (Confirmed and applied provision about corporate bond issue) The provision of Art. 15 and Art. 16 is confirmed and applied in case of the issue of corporate bond. Chapter 4 General meeting of shareholders Article 21 (Summon period) The general meeting of shareholders of firm consists of an annual meeting of shareholders and an extra-ordinary shareholders meeting. The annual meeting of shareholders is summoned within 3 days after closing of the annual business year and the extra-ordinary shareholders meeting is convened in accordance with necessity. Article 22 (The persons who have the right of summons) The general meeting of shareholders is followed the decision of a board of directors and is convened by the C.E.O except when there is any other provisions in a law. In case of the C.E.O has some trouble, the provision of Art. 36 of memorandum of association is confirmed and applied. Article 23 (Public notice and notification for summons) When the general meeting of shareholders is convened, the date, the place and the purpose of the meeting have to be sent out in written notification to shareholders two weeks before the general meeting of shareholders. For the shareholders who posses less than 1 out of 100 of the total issued capital stock and holds their voting right, the fact of the summons of the general meeting of shareholders and the purpose of the meeting must be noticed over twice each time on the Korean Economic daily issued by Seoul-shi two weeks before the meeting instead of notifying by the provision of Clause 1. When the firm notifies or informs for summons of the general meeting of shareholders in line with Clause 1 and 2, the firms operating reference matters must be informed and notified under the provision of the securities exchange act Art. 191s 9 Clause 3. In that case, the operating reference matters of the firm can be published on the network exchange. And instead of notice or notification, it can be provided in the head office and the branch office of the firm, the Financial Supervisory Commission and Korean Securities Dealers Association. Article 24 (The place of summons) The general meeting of shareholders is held in the location of the head office. If necessary, it can be held in other adjacent areas. Article 25 (The chairman) The chairman of the general meeting of shareholders is the C.E.O. When the president has some trouble, the provision of Art. 36 is confirmed and applied. Article 26 (Discipline keeping right of the chairman) The chairman of the general meeting of shareholders can order the person who disturbs the order markedly including remarks and behavior in order to disturb progress of proceeding on purpose at the general meeting of shareholders to stop their remarks or to leave. In order to maintain progress of proceeding smoothly, the chairman of the general meeting of shareholders, if necessary, can limit time and frequency of remarks of shareholders. Article 27 (Voting rights of shareholders) The voting rights of shareholders are arranged one in every week. Article 28 (voting rights limit for shares in mutual ownership) When a firm, a firm and its subsidiary company or its subsidiary company that has over 1 out of 10 of the total issued capital stock of other company, the stocks of the company that other company holds do not have voting rights. Article 29 (Exercise inconstancy of voting rights) When shareholders who are holding more than two voting rights want to exercise inconstancy of voting rights, they have to notify the reason and intention to the firm 3 days in advance of the meeting. The firm can refuse the exercise inconstancy of voting rights of shareholders. But the firm cannot reject it when shareholders accept trust of stocks or hold stock for another person. Article 30 (Exercise proxy of voting rights) Shareholders can make an agent to exercise the voting rights. The agent mentioned above must provide a written letter of attorney verifying the proxy before opening the general meeting of shareholders. Article 31 (Resolution method of general meeting of shareholders) The resolution of the general meeting of shareholders is reached by a majority of those present shareholders voting rights and a number of a quarter of total issued capital stock except when there are other cases fixed by a law and memorandum of association. Article 32 (Journals of general meeting of shareholders) 1. The deliberation of general meeting of shareholders must take minutes of the proceedings. 2. The summary of proceeding and the results are recorded on the journals and the chairman and the present director must sign or seal on it and are provided in the head office and the branch office. Chapter 5 director, board of directors, representative director Article 33 (Number of director) The directors of the firm are more than 3 people and the directors of outside of the firm are more than a quarter of the total number of directors. Article 34 (Nomination of a director) The director is elected in a general meeting of shareholders. The director is nominated by a majority of present shareholders voting rights and by a number of more than a quarter of the total issued capital stocks. When more than two directors are elected, a cumulative voting does not apply under the provision of the commercial law Art. 382s 2. Article 35 (Directors term of office) The directors term of office is 3 years. But the term of office for the director is postponed until the closing of the general meeting of shareholders when the term is expired before the annual meeting of shareholders about an appropriate settlement term after closing of the final settlement term of the term of office. The general meeting of shareholders elects a director when the head of director is decided under a law or a memorandum of association. But, when the head of director is not being decided under the memorandum of association or there is no difficulty to execute business, it does not. The directors term of office elected by by-election is the rest of the term of a predecessor in office. Article 36 (Responsibility of director) The vice president, the managing director, the standing director and the director assist to the president. According to the decision of a board of directors, they take and perform partial charge of business. At the time of an accident to the president, they take the presidents place in line with their position order. Article 37 (Duty of director) The director must carry out his duty faithfully for the firm in accordance with the provision of law and memorandum of association. The director must perform his duty for the company on principle of an honest administrator. The director must not expose business confidential of the company acquired through his job not only during his term of office but also after retirement. The director must report it immediately to an inspector when he finds fact, which has a possibility of severe damage to the firm. Article 38 (A reward and a retirement allowance of directors) The reward for director is decided by general meeting of shareholders. The payment of retirement allowance of directors is by the provision of payment for a retirement allowance of executives through the decision of general meeting of shareholders. Article 39 (Composition and summons of a board of directors) A board of directors is consisted of directors. Boards of directors is summoned by the director who is specially appointed by the president or by a board of directors and the appointed director notify it to each director and inspector the day before the meeting. But the procedure of summons can be omitted when directors and inspectors agree unanimously. The chairman of a board of directors is the convener of boards of directors by the provision of Clause 2. Article 40 (Decision method of a board of directors) The resolution of a board of directors is by the present of a majority of directors and the majority of present directors. A board of directors can allow directors to participate the resolution by a means of communication, which transmit and receive an image and voice at the same time instead of participating in meeting directly by the entire or part of directors. In this case, the appropriate directors are considered as participating in meeting in person. The person who has a special interest about the resolution of a board of directors cannot exercise the voting rights. Article 41 (Journals of boards of directors) 1. The journals must make out on deliberation of boards of directors. The items of deliberation, the summary of proceeding, the results, the persons who are against and the reason for against are provided on the journals and the present director and the inspector must sign or seal on it. Article 42 (Consultant and a counselor) The firm can employ some consultants and counselors by the decision of a board of directors. Article 43 (Election of the president) A board of directors elects the president. Article 44 (Responsibility of the president) The president represents the firm and generalizes business of the firm. Chapter 6 (Auditor) Article 45 (The number of auditor) The firm can have more than one auditor. One of them must be a full time. Article 46 (Election for an auditor) A board of directors elects an auditor. The agenda for electing an auditor must be introduced and resolved separately from the bill for electing a director. The auditor is nominated by a majority of present shareholders voting rights and by a number of more than a quarter of the total issued capital stocks. But, The shareholders who have less than 3 out of 100 of the total issued stock, which has voting rights cannot exercise the voting right for electing an auditor about the excess of stocks. Only, when the number of owned stocks is calculated, the number of stocks which have the voting right, owned by the biggest shareholders and their specially concerned person, the biggest shareholders and the person who holds the stocks by the specially concerned person, the biggest shareholders and the person who entrusts the voting right to the specially concerned person, is added up. Article 47 (The term of office and by-election of auditor) The term of office for auditor is until the closing of an annual meeting of shareholders, which is about the settlement term, after inauguration. When a vacancy occurs during inspection, the general meeting of shareholders elects the inspector. But, if the head is not decided by the memorandum of association Art. 45 or there is no difficulty of business exercise, it does not. Article 48 (Responsibility and duty of auditor) The auditor inspects the accounting and business of the firm. The auditor can present the written letter about the objects and reason for summons of the meeting and can ask for the summons of extra-ordinary shareholders meeting. The auditor can demand the business report about the subsidiary company, if necessary, in order to carry out the duties. In the case the subsidiary company does not report immediately or if the contents of the report needed to be confirmed, he can examine the business and financial condition of the subsidiary company. Article 49 (Journals) The auditor must write the journals about the audit. In the journals, there must be written the knack of proceeding and the results and seal and sign of the auditor who carry out the audit. Article 50 (Reward and retirement allowance of auditor) The reward and retirement allowance of auditors is applied and confirmed by Art. 38. The agenda for resolving reward of auditor is introduced and voted separately from the agenda for deciding reward of director. Chapter 7 Accounting Article 51 (The business year) The firms business year is from 1st of January to 31st of December every year. Article 52 (Drawing up a financial statements) The president writes out each document below, its additional detailed statement and the business report and gets an approval of the board of directors. Balance sheet Income statement Surplus appropriation statement or statement of disposition of deficit The president must submit the documents of Clause 1 to an auditor 6weeks in advance of the day of annual meeting of shareholders. The auditor must hand in the audit report to the president 1 week before the day of annual meeting of shareholders. The president must keep the documents of Clause 1 and the audit report at the head office for 5 years and the copies for 3 years at the branch office from 1 week before the day of annual meeting of shareholders. The president (C.E.O) must submit each document of Clause 1 Items and get an approval. Also he must present the business report and make a report the contents to annual meeting of shareholders. The president must notify publicly the balance sheet and audit opinion from outside auditor without break when he gets an approval by the provision of Clause 5. Article 53 (Election for outside auditor) An outside auditor is elected at an annual meeting of shareholders under the agreement of audit (or an auditor election committee) by the provision of law about the outside audit of stock-joint company. Article 54 (Earned statement) The firm makes clearance of earned surplus, which is prior to disposition of every business year, the same as below. Earned surplus reserve Other legal statutory reserve Dividend Voluntary reserve Other surplus appropriation amount Article 55 (Profit dividend) The profit dividend can be cash and stocks. If the firm shares profit dividend with stocks and the firm issues various types of stocks, it can divides shares with another types of stocks by the decision of general meeting of shareholders. The dividend of Clause 1 is supplied to the shareholders who are on the list of shareholders at present and the registered pledgee at the end of closing. Article 56 (An extinctive prescription of a dividend supply claim) A dividend supply claim becomes extinct if it is not exercised for 5 years. The dividend concluded by the extinctive prescription of Clause 1 reverts to the firm. Additional rules (The provision of claim and application) The matters not prescribed by this memorandum of association are fixed by the decision of general meeting of shareholders or a commercial law and other laws. (The provision of claim and application) The firm can arrange needed by-laws of business promotion and management by the decision of a board of directors. Additional rules This memorandum of association takes effect from 4th of May 2002. Registry copy _________________________________________ Registry No. 182305 ____________________________________________________________________________________ Entry No. 110111-1823057 registry copy (Validity matters) ____________________________________________________________________________________ The name of Firm %%% CO., LTD change Registry _____________________________________________________________________________________ The head office Seoul-shi Gangnam-gu 06.05.2002 change Samseong-dong %%% 14. 05. 2002 registry %%% building 4th floor _____________________________________________________________________________________ The method of The Korean Economic change Notification daily published within Seoul registry ____________________________________________________________________________________ Value for 5,000 Won change Per share registry ___________________________________________________________________________________ Total stock for 500,000 share 18. 08. 2000 change Issuing 22. 08. 2000 registry ____________________________________________________________________________________ Total issued stock The total of change year month date & its types and No. capital registry year month date ____________________________________________________________________________________ Total issued stock An ordinary stock 650,000,000 Won 22. 08. 2000 change 130,000 share 22. 08. 2000 registry ______________________________________________________________________ Objects The development, production and sale of hardware and software in relation to computer, communication and control. <04. 05. 2002 addition 14. 05. 2002 registry> Services and consulting business in relation to data processing and the development of science technology. <04. 05. 2002 addition 14. 05. 2002 registry> The development and consulting business in relation to transportation system. <04. 05. 2002 addition 14. 05. 2002 registry> The operation service and consulting business in connection with computer system and its related equipment. <04. 05. 2002 addition 14. 05. 2002 registry> The pilot study and investment business to develop a basic science and applied science in relation to computer. <04. 05. 2002 addition 14. 05. 2002 registry> The development, operation and consulting business of an additional communication service. <04. 05. 2002 addition 14. 05. 2002 registry> Operating a system development laboratory. <04. 05. 2002 addition 14. 05. 2002 registry> Education business in relation to information and communication technology. <04. 05. 2002 addition 14. 05. 2002 registry> Consulting business and an accessory business in connection with electricity and communication construction business. <04. 05. 2002 addition 14. 05. 2002 registry> Consulting business and production for a numeric map of geographic information system. <04. 05. 2002 addition 14. 05. 2002 registry> The operation, development and consulting business of an electronic commercial business. <04. 05. 2002 addition 14. 05. 2002 registry> Web management and agency business <04. 05. 2002 addition 14. 05. 2002 registry> Web hosting service business <04. 05. 2002 addition 14. 05. 2002 registry> Real estates lease business <04. 05. 2002 addition 14. 05. 2002 registry> Distribution business of information and communication equipment and information and communication service business <04. 05. 2002 addition 14. 05. 2002 registry> The business of exports and imports <04. 05. 2002 addition 14. 05. 2002 registry> The business in relation to publishing and printing and vicarious execution of advertisement and events <04. 05. 2002 addition 14. 05. 2002 registry> Carrying out other businesses when they are beneficial for the firm directly or indirectly or when they are go with or attend on above objects achievement <04. 05. 2002 addition 14. 05. 2002 registry> Entry No.182305Detail about directors Director %%% %%%%%%-%%%%%% 06. 12. 1999 Inauguration 06. 12. 1999 Registry ____________________________________________________________________________________ Director %%% %%%%%%-%%%%%% 06. 12. 1999 Inauguration 06. 12. 1999 Registry ____________________________________________________________________________________ C. E. O %%% %%%%%%-%%%%%% 06. 12. 1999 Inauguration 06. 12. 1999 Registry Director %%% %%%%%%-%%%%%% 13. 11. 2001 Inauguration 22. 11. 2001 Registry _____________________________________________________________________________________ Auditor %%% %%%%%%-%%%%%% 13. 11. 2001 Inauguration 22. 11. 2001 Registry _____________________________________________________________________________________ Other matters Stock Incineration with the distribution of profits 1. The firm can destroy a stock by fire with the distribution of profits from shareholders. 2. A board of directors decides detailed of profit incineration including the volume of stock to destroy by fire and the method of destruction by fire. 3. The stock incineration by the provision Clause 1 follows the method that the firm acquires treasury stock and destroys by fire. 04. 05. 2002 Establishment 14. 05.2002 Registry ______________________________________________________________________ Stock purchase option The firm can give stock purchase option to an executive and an employee of the firm who contributes or can contribute to establishment, management and technological innovation of the firm within 15 out of 100 of the total issued stocks by a special decision of a board of directors. But, the stock purchase option can be given by a decision of a board of directors within 15 out of 100 of the total issued stocks under the securities exchange act Art. 189s 4 Clause 3 stipulations. In spite of the provision of Clause 1, the stock purchase option cannot be given to the biggest shareholder, an essential shareholder and a special person concerned under the securities exchange act. But, the stock purchase option can be given to person who is applicable to a special concerned person (included the executive who is a part time director of a business firm of the group), as he becomes an executive of the firm. The stock purchase option, which is given to a director or an employee, cannot exceed 10 out of 100 of the total issued stock. In case of one amongst each case below, the decision of a board of directors can cancel the stock purchase option grant. When a director or an employee, who is allowed the stock purchase option, retire or resign in accordance with his own wish, When a director or an employee who is granted the stock purchase option cause severe harm to the firm on purpose or by accident, When the exercise of the stock purchase option cannot be met because of the insolvency or dissolution of the company When occurs the reason for cancel fixed by the stock purchase option grant contract 5. The firm allows the stock purchase option in case of one amongst each method below. 1. The method is to issue and deliver newly a registered common stock (or a registered preferred stock) with the exercise price of the stock purchase option 2. The method is to deliver the treasury stock of a registered common stock (or a registered preferred stock) with the exercise price of the stock purchase option. 3. The method is to deliver the difference between exercise price and opening price in cash or in treasury stock. 6. The person who granted the stock purchase option can exercise his right, when he hold office over 2 years from the day of decision of Clause 1 or within 7 years from the day of his term of office. But, when the person dies within 2 years from the day of decision of Clause 1 or when the person retires or resigns at the age limit or when the~ < ^ h j * 0 Z d L d ] `  $9FGNOWnvwRZr0?\~@mltdgh Y5CJ\o( h YCJ h YCJo( h YCJ4o( h YCJ(o( h Yo(h YS468:<>@BDVXZ\^`bd~" h j l $a$ ]  Z(X}qr & F^ & F1}~@lm  & F & F)WD8^`)gd R^`Rgd  WD8^`  (1Wbrzlm  CM:B  k n o u ]!!!!;"E"F#O#######u$$G%I%s%|%%%&&((6(((**+,,h Y5CJ\h Y5CJ\o( h YCJo( h YCJXHhU !!!!#s% & F & FRWDp^`Rgd @WDp^`@ & F & F & Fs%%k&o&&n''7(8(((2))T*V*S,.--..P/// `WD^`` & F & F  VDWD8^` ^ ^  & F^ & F,,,,-y----..../"000E1O1u111111T2[223 3(34444{5555555606N6Y66677 88X8Z88888<< <!<G<==L>V>u>>>>?=?NAyAgBnBpCh Y5\o( h YCJ( h YCJ(o(h YCJH*o(h Y5CJ\h Y5CJ\o( h YCJo( h YCJL/"0u1v1112 3 3(3S33-555066:7777s879< & F  & F {WD^`{gd X^X & F @^@ & F <<!<G<5==m>q>i?@MANAyAB?@A$a$$a$ & F# & F"ABCDEFGHIJKLMN\@fP3 WDP^3 `gd WD `gd fWD^`fgd 4niiZm\d؊%ۋ) hVDWDd^h`^ & F$a$ ` WD`` \cdȊыًۋދ2?,-6KXY`aiaijuٕʛ(8?vl2ٟĠΠ¡ˡա w" h YCJ h YCJo(h Y5CJ\o(h Y5\o(h Y h Yo(h Y5CJ\o(h Y5CJ\N)s1IZj gّ$Bjړ%^ & F WD` %ٔvŕƕǕѕٕؕ$rm$a$pkd$$Ifch0 !064 cac $If^$If^ & F <r,bЙ|ʛ(՝ ^  VDWD^` DWD^ `Dgd$ 1WD^ `1a$gd &d P WD^ `  WD^ `2¡A<22 & F  VDWD8^` VDXWD^` xVDDWD^x` ^  & F^ & F$a$"-LU"#SNOlm:,- h Y5CJ\h Y5CJ\o( h Yo(U h YCJo( h YCJ" person retires or resigns due to other reason except the reason of his own deliberation or fault, the stock purchase option can be exercised during the exercise term. 7. The exercise price of stock per share to exercise the stock purchase option is arranged over the price of each below No. It is also the same when the exercise price is intervened after given the stock purchase option. When stock is newly issued and delivered, be applied large amount of money amongst each item price below. The opening price of the year stock settled after the provision of the securities exchange act enforcement ordinance Art. 84s 9 Clause 2 No.1 is followed and applied and assessed on the basis of the stock purchase option grant day. The price written on the front side of securities of the year stock 2) Except the case of Item 1, it is the same as the market price of the year stock is evaluated by the provision of Item 1 each No. 8. The profit sharing for a newly issued stock issued due to the stock purchase option exercise follows and applies the provision of Art. 13. 04. 05. 2002 Establishment 14. 05. 2002 Registry ____________________________________________________________________________________ The date of the firms establishment 06. 12. 1999 ____________________________________________________________________________________ The establishment reason and date of a registry form Foundation 06. 12. 1999 Registry ______________________________________________________________________ - Blank below - Received the sum of 1,200 Won as fee Seoul district court commercial registry office This is the registry copy. (Only when there is no request, invalid registry matters and registry matters of manager (a proxy testee) and branch office are omitted. 05. 07. 2002 Seoul district court Gangnam registry office The registry person 9:oh-RCDQ^$a$VDWDX^`gdW`W  `WD^`` & F%%% ______________________________________________________________________ ^01h2P. 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