ARTICLES OF INCORPORATION, 정관, 영문 계약서

ARTICLES OF INCORPORATION

(JOINT VENTURE COMPANY)

TABLE OF CONTENTS

Page

Article 1. Company Name ····································································· 1

Article 2. Objective ············································································· 1

Article 3. Location of Head Office and Branches ·········································· 1

Article 4. Method of the Giving Notice ······················································ 1

Article 5. Notices and Reports to Non-residents ············································ 2

Article 6. Total Number of Shares of Stock ················································· 2

Article 7. Issuance of Additional Shares ····················································· 3

Article 8. Share Certificates ··································································· 3

Article 9. Alteration of Entry and Registration of Pledge ································· 3

Article 10. Reissuance of Share Certificates ················································ 4

Article 11. Fees ·················································································· 4

Article 12. Report of Address and Seals ····················································· 4

Article 13. Suspension of Altering Entry in the Register of Shareholders··············· 5

Article 14. Types and Holding of General Meeting ········································ 5

Article 15. Convening of General Meeting ·················································· 6

Article 16. Presiding Officer ·································································· 6

Article 17. Quorum and Adoption of Resolutions ·········································· 7

Article 18. Voting ··············································································· 7

Article 19. Postponement or Adjournment of General Meeting of Shareholders······· 7

Article 20. Minutes of General Meeting ····················································· 7

Article 21. Number of Directors ······························································ 8

Article 22. Election ············································································· 8

Article 23. Term of Office ····································································· 8

Article 24. Representative Director, and Other Officers···································· 8

Article 25. Compensation ······································································ 9

Article 26. Nature of the Board of Directors·················································· 9

Article 27. Calling of Meetings ······························································ 10

Article 28. Presiding Officer of Meeting ··················································· 10

Article 29. Quorum and Adoption of Resolutions ········································ 11

Article 30. Minutes of Meeting of the Board of Directors ······························· 11

Article 31. Fiscal Year········································································· 12

Article 32. Independent Public Accountant················································· 12

Article 33. Books of Account and Records ················································ 12

Article 34. Disposition of Profit ····························································· 12

Article 35. Payment of Dividends···························································· 13

Article 36. Regulations ······································································· 13

Article 37. Application of the Commercial Code ········································· 13

Article 38. Separability ······································································· 13

Article 39. Language ·········································································· 13

Article 40. Promoters ·········································································· 14

 

ARTICLES OF INCORPORATION

 

CHAPTER I. GENERAL PROVISIONS

 

Article 1. Company Name

The name of the Company is, in the language of Foreign Country, [•] and in the English, [•] (hereinafter referred to as the "Company").

 

Article 2. Objective

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

(1) to manufacture, market, promote, distribute and sell in the Foreign Country and export from the Foreign Country products and related products; and

(2) to engage any and all acts, things, businesses and activities which are related or incidental or conducive, directly or indirectly, to the attainment of the foregoing purposes.

 

Article 3. Location of the Head Office and Branches

The head office of the Company shall be located in [•]. Branches, sub-offices, other business offices or factories may be established, opened or closed elsewhere within or outside the Foreign Country as required, by resolution of the Shareholders.

Article 4. Method of Giving Notice

(1) All notices of the Company to shareholders and directors shall be given by "personal notice", as prescribed by law or these Articles of Incorporation.

(2) "Personal Notice" shall be given by notifying each person required to be notified through registered mail to natural persons residing or juridical persons established in the Foreign Country, and registered express airmail, or telex or cable confirmed by registered express airmail, to natural persons residing or juridical persons established outside the Foreign Country.

(3) Public notices by the Company shall be given by inserting them in [•], a daily Foreign Country Language newspaper of general circulation published in [•], and [•], a daily English language newspaper of general circulation in [•]

 

Article 5. Notices and Reports to Non-residents

All notices and reports, required by law or these Articles of Incorporation to be given or sent directly to persons residing or juridical persons established outside the Foreign Country, shall be given in English.

 

CHAPTER II. SHARES OF STOCK

 

Article 6. Total Number of Shares of Stock

(1) The total number of shares stock which the Company is authorized to issue (hereinafter called "authorized shares" ) is [•] shares at a par value of [•] each, all with full voting rights.

(2) The total number of the shares to be issued by the Company at the time of establishment shall be [•] shares at a par value of [•] per share.

(3) Any shares to be issued by the Company shall be common shares of one kind registered in nominative form.

(4) Shareholders shall pay to the Company without delay the aggregate par value of all shares subscribed for or acquired by them at the time of incorporation.

 

Article 7. Issuance of Additional Shares

(1) No additional shares of the Company shall be authorized except pursuant to a resolution of a General Meeting of Shareholders.

(2) Shareholders shall have preemptive rights to subscribe for any additional shares of the Company which may be issued, in proportion to their respective shareholdings.

(3) Anything provided herein to the contrary notwithstanding, in the event that a foreign shareholder has the right to subscribe for such additional shares, the time within which he may exercise such right shall be determined in such manner as to give such shareholder a sufficient time to obtain necessary validation or approval of the Foreign Country.

Article 8. Share Certificates

Share certificates shall be registered certificates in nominative form, and shall be issued by the Company in four denominations of one (1), ten (10), one hundred (100), one thousand(1,000) shares and denominations as the holders may reasonably request.

Article 9. Alteration of Entry and Registration of Pledge

(1) A shareholder desiring an alteration of entry due to transfer of shares by assignment, sale or other similar cause shall submit an application therefor to the Company in the form prescribed by the Company together with his share certificates duly endorsed by transferor.

(2) A shareholder desiring an alteration of entry due to causes other than a transfer of shares by assignment, sale or other similar cause, such as bequest or inheritance or pledge, shall submit an application therefor to the Company, in the form prescribed by the Company, together with the share certificates involved and documents certifying causes of acquisition.

(3) Upon receiving an application, the Company shall examine the documents and enter a transfer in the Register of Shareholders and return to the applicant the share certificate concerned on which the Joint Representative Directors shall affix their seals for confirmation.

Article 10. Reissuance of Share Certificates

(1) A shareholder desiring reissuance of a share certificate for reason of partition or amalgamation of shares, or damage or soiling to a share certificate, shall submit an application therefor to the Company, in the form prescribed by the Company, together with the share certificate to be cancelled. However, when the damage or soiling is so extreme that the share certificate is not legible or cannot be authenticated, it shall be regarded as lost and the following paragraph shall apply for its replacement.

(2) A shareholder desiring the issuance of a new share certificate due to loss of his share certificate shall submit to the Company an application therefor, in the form prescribed by the Company, together with the original or the certified copy of a Judgment of Nullification with respect to the lost share certificate.

Article 11. Fees

For change of entry or reissuance of share certificate pursuant to Articles 9 and 10 hereof, fees determined by the Board of Directors of the Company may be collected from the applicant before such procedure may be consummated.

Article 12. Report of Addresses Seals

(1) Shareholders and their attorneys shall report to the Company their names, addresses, and seals; any change thereof shall also be reported to the Company immediately; provided, however, that foreigners who customarily use signatures may use signatures in place of seals.

(2) Shareholders or their attorneys who reside outside of the Foreign Country may, in addition, inform the Company of their provisional addresses to where, or agents to whom, notices may be given in the Foreign Country.

(3) An attorney for a shareholder shall submit to the Company a certificate establishing his power of representation. Any change therein must be reported to the Company by submission of any appropriate certificate or evidence.

 

Article 13. Suspension of Altering Entry in the Register of Shareholders

(1) The Company shall maintain the Register of Shareholders in compliance with the provision of the law.

(2) In order to determine persons who are entitled to exercise voting rights, receive dividends, or exercise other rights as shareholders or pledgees, the Company shall suspend entry of alterations in the Register of Shareholders from the day following the last day of each fiscal year up to the day of the Ordinary General Meeting of Shareholders, or the Company may deem any shareholder whose name appears in the Register of Shareholders on a specified date to be the Shareholder who is entitled to exercise such rights.

(3) The Company shall suspend entry of alterations in the Register of Shareholders for a period not exceeding two months before the day of an Extraordinary General Meeting of Shareholders, or the Company may deem any shareholder whose name appears in the Register of shareholders on a specified date to be the shareholder who is entitled to exercise the rights in connection with such shares.

(4) The Company shall give public notice of the period or dates referred to in preceding Paragraphs 2 and 3 at least [•] days in advance of the commencement of the period or the occurrence of such date.

 

CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

 

Article 14. Types and Holding of General Meeting

(1) General Meetings of the Shareholders of the Company shall be of two kinds, ordinary and extraordinary.

(2) The Ordinary General Meeting of Shareholders shall be held within [•] months after the end of each fiscal year.

(3) Extraordinary General Meeting of Shareholders may be convened at any time in compliance with resolutions of the Board of Directors and the laws of Foreign Country.

(4) Notwithstanding the provisions of paragraph (2), the Inaugural General Meeting of Shareholders shall be held without delay after the shares issued pursuant to Article 6, Paragraph (2) above are paid in accordance with the provisions of Article 6, Paragraph

(5) All General Meetings of Shareholders shall be conducted in English and the language of Foreign Country.

Article 15. Convening of General Meeting

(1) The convening of all General Meetings of Shareholders shall be determined by the Board of Directors and the place for convening a General Meeting of Shareholders decided by the Board of Directors. If the Board of Directors wishes to do so, they may convene a General Meeting of Shareholders at any place within or outside of the Foreign Country.

(2) In convening a General Meeting of Shareholders, personal notice thereof shall be given by the Board of Directors at least [•] days prior to the date set for such meeting to the shareholders and other persons entitled to receive notice. Provided, however, that the above period may be shortened or omitted with the written, cabled or telexed consent of all the Shareholders of the Company before the meeting. The notice shall state the general nature of the business to be transacted at the meeting, the time when and place where the meeting will be held. The General Meeting of Shareholders may not resolve matters other than those stated in the notice of the meeting, unless all the shareholders entitled to vote, whether present or not, unanimously agree otherwise.

Article 16. Presiding Officer

The Joint Representative Director-President and Joint Representative Director-Ececutive Vice President shall alternately preside at all General Meetings of Shareholders. In the event that the Joint Representative Director whose turn it is to serve as Presiding Officer is absent or fails to serve as Presiding Officer of any General Meeting of Shareholders, the other Joint Representative Director shall serve as Presiding Officer. If he is also absent or fails to serve as Presiding Officer, the directors shall elect someone from among themselves to preside in his place.

 

Article 17. Quorum and Adoption of Resolutions

(1) A quorum for the holding of a General Meeting of Shareholders shall be more than fifty percent (50%) of the shares issued and outstanding. Unless otherwise required by law or these Articles of Incorporation, all resolutions of a General Meeting of Shareholders shall be passed by the affirmative vote of a majority of the shares represented at a General Meeting of Shareholders at which a quorum is present.

(2) In the event that the shareholders are unable at any meeting to reach a decision on any matter, such matter shall be submitted to a special meeting of the shareholders to be held [•] days thereafter or on such other date as may be agreed by the majority of the shareholders.

Article 18. Voting

(1) Each shareholder shall have one (1) vote for each share he owns.

(2) A shareholders may exercise his vote by proxy. In that case, the proxy holder must file with the Company a document evidencing his authority at each General Meeting of Shareholders at which he acts as proxy.

Article 19. Postponement or Adjournment of General Meeting of Shareholders

A resolution for postponement or adjournment may be adopted at a General Meeting of Shareholders. In such case, the Provisions of Article 15(2) shall not apply provided that such postponement or adjournment does not exceed [•] days.

Article 20. Minutes of General Meeting

(1) The substance of the course of the proceedings of a General Meeting of Shareholders and the results thereof shall be recorded in minutes in the English and Foreign Country languages, which shall bear the names and signatures or seals of the Presiding Officer and of the directors present at the meeting, and shall be preserved in the Company's head office. The English version of all minutes shall govern in the event of any inconsistencies between the English version and the version of the language of Foreign Country.

(2) Copies of minutes shall be sent to all shareholders within [•] days after the meeting. Shareholders residing outside the Foreign Country shall receive copies of the English version specified in paragraph (1) by registered airmail in lieu of the minutes in the language of Foreign Country language minutes.

 

CHAPTER IV. DIRECTORS AND OFFICERS

Article 21. Number of Directors

The Company shall have [•] directors.

Article 22. Election

The directors shall be elected at a General Meeting of Shareholders and vacancies may be filled at any General Meeting of Shareholders.

Article 23. Term of Office

(1) The term of office the directors shall be [•] years; provided, however, that the term of office shall be extended until the election of their successors at the Ordinary General Meeting of Shareholders convened in respect of the last period for the settlement of accounts comprised in their term of office.

(2) The term of office of a director elected to fill a vacancy is the remainder of the term of office of his predecessor.

(3) Notwithstanding Paragraph (1) of this Article 23, the term of office of the first directors elected after incorporation of the Company shall expire at the close of the first Ordinary General Meeting of Shareholders held after their assumption of office.

Article 24. Representative Director, and other Officers

(1) The Board of Directors shall elect two Joint Representative Directors both of whom shall be Representative Directors with joint authority to execute contracts on behalf of the Company and to bind the Company in all other matters as authorized by the Board of Directors and within limitations established by these Articles of Incorporation and by the Board of Directors.

(2) The Joint Representative Directors shall be responsible for implementing business policies, plans, budgets and the like of the Company in accordance with the decision of the Board of Directors and such other duties as may be assigned to them by the Board of Directors and shall be jointly responsible to the Board of Directors and shareholders for performance of his duties and responsibilities.

(3) The Board of Directors shall appoint a President and an Executive Vice President from among the directors. One Joint Representative Director shall be the President of the Company and the other Joint Representative Director shall be the Executive Vice President of the Company; provided, however, that all actions taken by the Representative Directors must be jointly taken.

(4) The Board of Directors may appoint such other officers as it considers necessary and appropriate to operate the Company. Such officers shall have such authority but shall have such authority and responsibility as may be assigned to them by the Board of Directors and shall report on a regular basis to both of Joint Representative Directors.

Article 25. Compensation

The remuneration and bonuses of directors shall be determined by resolution of a General Meeting of Shareholders. Severance allowances of directors shall be paid in accordance with the regulation of the Company concerning severance allowances for directors.

 

CHAPTER V. BOARD OF DIRECTORS

Article 26. Nature of the Board of Directors

(1) The directors of the Company shall constitute the Board of Directors of the Company

(2) The Board of Directors shall have the power to take actions in respect of all such acts and things relating to the administration of the affairs of the Company as are not required by law of by these Articles of Incorporation to be resolved at a General Meeting of Shareholders.

Article 27. Calling of Meetings

(1) An ordinary meeting of the Board of Directors shall be held immediately following the Ordinary General Meeting of Shareholders each fiscal year. Other meetings of the Board of Directors may be called by either Joint Representative Directors, when he deems the same to be necessary of advisable, or when any two directors so request. The time and place for convening a meeting of the Board of Directors shall be determined by the Joint Representative Directors and the place may be within or outside of the Foreign Country.

(2) Notice of the meetings of the Board of Directors shall be given by personal notice to each director with a written agenda, at least [•] days prior to the date set for such meetings. provided, however, that the above period may be shortened of omitted with the written, cabled of telexed consent of all directors, before the meetings. At meetings, directors may act only with respect to matters set forth in said agenda, unless they unanimously agree to do otherwise.

(3) If any director is required to travel from another city or country in order to attend the Board of Directors meeting, the Company shall pay all travel, hotel and meal expenses to be incurred by him to attend the meeting.

(4) All meetings of the Board of Directors shall be conducted both in English and the language of Foreign Country.

 

Article 28. Presiding Officer of Meeting

(1) The Joint Representative Director-President and Joint Representative Director-Vive Present shall alternately preside at all meetings of the Board of Directors. In the event that the Joint Representative Directors whose turn it is to serve as Presiding Officer is absent or, fails to serve as Presiding Officer of any meeting, the other Joint Representative Director shall serve as Presiding Officer. If he is also absent or fails to serve as Presiding Officer, the Directors shall elect someone from among themselves to Preside in his place.

(2) In the event of a tie vote at any meeting of the Board of Directors, the Presiding Officer shall not have the right to cast a tie-breaking vote.

(3) In the event that the Directors are unable at any meeting to reach a decision on any matter, such matter shall be submitted to a special meeting of the shareholders to be held [•] days thereafter or on such other date as may be agreed by the majority of the directors.

Article 29. Quorum and Adoption of Resolutions

(1) A quorum for the holding of meeting of the Board of Directors shall be at least [•] directors. Unless otherwise required by the law or these Articles of Incorporation, all resolutions of the Board of Directors shall be adopted by the affirmative vote of at least [•] directors.

(2) Mo director who has an interest in a matter for resolution can exercise his vote upon such matter; provides, however, that no director shall be deemed to have an interest in a matter and be disqualified to vote on the ground that such director is the nominee of any shareholder.

Article 30. Minutes of Meeting of the Board of Directors

(1) The substance of the course of the proceedings of a meeting of the Board of Directors and the results thereof shall be recorded in minutes in English and the language of Foreign Country which shall bear the name and the signatures or seals of the Presiding Officer and directors present at the meeting and shall be preserved in the Company's head office. The English version of the minutes shall govern in the event of any inconsistencies between the English and Foreign Country language versions.

(2) Copies of the minutes shall be sent to each director within [•] days after the meetings. Directors residing outside the Foreign Country shall receive copies of the English version specified in paragraph (1) by registered airmail in lieu of the minutes in the language of Foreign Country unless they also expressly request the Foreign Country language minutes in the language of Foreign Country.

CHAPTER VI. ACCOUNTING

Article 31. Fiscal Year

(1) The fiscal year of the Company shall commence on [•] and end on [•] of each year.

(2) The first fiscal year of the Company shall commence with the date of the registration of incorporation of the Company and end on [•] of that year.

Article 32. Independent Public Accountant

The Company shall employ an independent accounting firm with an international reputation to audit and certify the annual financial reports of the Company.

Article 33. Books of Account and Records

(1) The Company shall keep books of account and render final financial reports, in English and the language of Foreign Country, within [•] days after the end of each fiscal year in accordance with generally accepted accounting principles of the Foreign Country, internationally accepted accounting practices and the policies established by the Board of Directors.

(2) Copies of all financial reports shall be sent promptly to the shareholders of the Company.

Article 34. Disposition of Profit

Subject to the laws and regulations of Foreign Country, profit for any fiscal period shall be disposed of in the following order of priority:

(1) Establishment of any reserves requires by law and such other reserves as may be decided by the shareholders; and

(2) Payment of all or a portion of the remainder of such profit as dividends to shareholders in accordance with the decision of a General Meeting of Shareholders.

Article 35. Payment of Dividends

Dividends shall be declared by the shareholders at an Ordinary General Meeting of Shareholders and paid to the shareholders of the Company who have been duly entered in the Register of Shareholders as of the end of each fiscal year.

 

CHAPTER Ⅶ. SUPPLEMENTARY PROVISIONS

Article 36. Regulations

The Company may adopt, with the approval of the Board of Directors, Regulations as may be required for the administration of the affairs of the Company.

Article 37. Application of the Commercial Code

Matters not specifically provided for herein shall be determined in conformity with resolutions adopted at the Board of Directors or the General Meeting of Shareholders of this Company, or with the relevant provisions of the Commercial Code, as the case may be.

Article 38. Separability

If any provision or portion thereof contained in these Articles of Incorporation are in contravention of law and consequently are invalid, the other provisions or other parts of provisions containing valid portions shall survive such invalid provisions or portions and the valid provisions and parts of these Articles of Incorporation shall not be affected in any manner whatsoever by the invalid provision or portion.

Article 39. Language

The English and Foreign Country language versions of these Articles of Incorporation shall be equally authentic, but in the event of a conflict or uncertainly of meaning, the English version shall prevail.

Article 40. Promoters

We, the undersigned Promoters of Joint Venture Company, having made the above Articles of Incorporation for the establishment of the Company, have hereunto set out hands and affixed our seals this [•] days of [•],  20[•].

 

 

1. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

2. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

3. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

 

4. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

5. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

6. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

 

7. _________________________________

Name : [•]

Address : [•]

Number of Shares : [•]

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