영문정관 견본

한길합동법무사사무소(강남역 사무소)에서 사용하기 위하여 직접 작성했던 영문정관 중 하나입니다.

ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION

1. 총칙 (General Provisions)

CHAPTER 1.　GENERAL PROVISIONS

ARTICLE 1. (Trade Name)

The name of the Company is 주식회사 000(hereinafter referred to as the “Company”), which shall be expressed in English as 000 000 000 Ltd.,.

ARTICLE 2. (Purpose)

The objectives of the Company shall be as follows:

Software Consulting, Development and Provision Business

Development of Blockchain Platform

Creation of Blockchain Data and Management of Network

Construction of Business Application use of Blockchain and Development of Cloud Based Services

Research and Development of Blockchain

Agency Business of Electronic Payment

Issuance and Management Business of instruments for Direct Electronic Payment

Development, Consulting, Data Handling related Electronic Commerce and

Development and Handling of data Program related Electronic Payment

Research and Development of Fin Tech

Financial Business by Electronic Commerce

Issuance, Trading and Sales of Online/OfflineVoucher

Service related Online Financial and Payment

Development and Provision of Internet Contents

Development and Provision of Additional Internet Service

Design and Consulting of Computer System

Agency Business of Electronic Payment

Issuance and Management Business of instruments for Advance Electronic Payment

Subsidiary Business related above each Business

Public notice of the Company shall be given in “The Maeil Economics Daily Newspaper“, a daily newspaper published in Seoul, Korea

2. 주식 (Shares)

CHAPTER 2. SHARES

The total number of shares to be issued by the company shall be　2,000,000 shares.

ARTICLE 6. (Par Value)

Par value per share of the Company shall be 5,000 Won.

Total shares to be issued at the time of incorporation of the Company shall be 000 shares.

The company shall issue the common share in registered by resolution of the board of directors.

The share certificates of the company shall be in the following eight(8) denominations: One-share certificate, five-share certificate, ten-share certificate, fifty-share certificate, one hundred-share certificate, five hundred-share certificate, one thousand-share certificate and ten thousand-share certificate.

The company shall issue the different shares from paragraphs (1) through (2) by resolution of general shareholders' meeting.

ARTICLE 9. (Preemptive Rights)

Each shareholder of the company shall be entitled to the allotment of new shares in proportion to the number of shares which he holds.

The company may make an allotment of new shares to other persons than the shareholders by resolution of the board of directors notwithstanding the provisons of paragraph (1), in the event that the company falls under any case of the following subparagraphs,

where the company issue new shares by public offering by a resolution of the board of directors within the limit not exceeding 10-one hundredth of the total outstanding shares of the company,

where the company offer new shares or make subscribe new shares for offering to intend to list on the securities market within the limit not exceeding 10-one hundredth of the total outstanding shares of the company,

where the company allocates preferentially with stocks member of the employee stockownership association,

where the company issue new shares in accordance with securities depository receipts,

where the company allocates the new shares to finantial institutions at home and abroad, corporation, investment cooperative, person in case necessary for our strategic partnerships and other the achievement of the company's operational objectives, such as an introduction of new technology, a diversification, overseas expansion. financing and

where the company issue new shares by the method of shareholders in preference public offering.

In the case that the shareholder gives up or loses a part or the whole part of the preemptive rights and fractional shares occer in the progress of issuing new shares, the board of directors determins dealing with the situation.

Issue-price of new shares is determined by the resoution of the board of directors by issue-price of a part or whole part of it being at current price or at the price higher than the par value.

The company may capitalize the whole or a part of the reserve subject to a resolution of the board of directors: provided, it may do by resolution of general shareholders' meeting for the achivement of the company's operational objectives.

When the company issues new shares, capitalizes the reserve or dividends stock, With regard to a dividend of profit or interest to be distributed to the shares, the conversion shall be deemed to have been effected at the end of the business year immediately before the business year in which the new shares are issued.

ARTICLE 13. (Transfer Agent)

The company may designate a transfer agent by a resolution of the board of directors to deal with the affairs of transfer.

Before the company designates a transfer agent by a resolution of the board of directors, it shall deal with the affairs of transfer by itself.

ARTICLE 14. (Transfer of Shares)

Share certificates shall be delivered for the transfer of shares.

The transfer of a registered share shall not be asserted against the company, unless the name and address of the transferee have been entered in the register of shareholders.

All shareholders, registered pledgee and their legal representatives report of address, name, seal, or signature to the company.

Shareholders and registered pledgee aboard have to report of the place where they are noticed and their proxy to the company.

The same shall apply to the case of altering the matters in paragraphs (1) through (2)

In case of getting the stock certificate issued due to stain, partial loss or amalgamation, the share certificate shall be submitted and attached to the request of the company, an application thereof in the form prescribed by the company, provided, the provisions of the paragraph (2) shall be applied in case the stain of the stock certificate is too excessive to distinguish.

For the reissuance of share certificate due to the loss of share certificate, an application in the form prescribed shall be submitted together with an original copy of a judgement of　nullification.

ARTICLE 17. (Fee)

In case of transfer the fee of it is for free and In case of preceding Article 16, the free may be collected in accordance with the resolution of the board of directors.

The company shall suspend any entry into the register of shareholders for an alteration of the shareholder’s name from the next date of the last day of each business year to the closing date of its pertinent ordinary general meeting of shareholders.

The company shall allow the shareholders listed in the shareholders register of the closing date of each term for settlement of account to exercise their rights in its pertinent ordinary general meeting of shareholders.

The company shall suspend any entry into the register of shareholders for an alteration of the shareholder’s name and allow the shareholders listed in the shareholders register as to exercise their pertinent rights on the record day by the resolution of the board of director when an extraordinary general meeting is convocated and when it is necessary. In this case, the company shall notice publicly two weeks before closing day of register of shareholders or record date.

CHAPTER 3. BONDS

ARTICLE 19. (Offering of Bonds)

A company may offer bonds for subscription subject to a resolution of the board of directors.

The bonds of the company shall be in the following three types : general bonds, convertible bonds and bonds with warrants.

3. The company can be issued bonds, convertible bonds, bonds with warrant and exchangeable bonds to share holders and others pursuant to a resolution of the Board of Director’s meeting to the extent that the total face value of the bonds does not exceed 50billion won.

ARTICLE 20. (Commissioned Company)

The company may appoint a company which has been commissioned to offer bonds for subscription subject to a resolution of the board of directors.

ARTICLE 21. (Issuance of Convertible Bonds)

1. The company can be issued convertible bonds other than shareholders to pursuant to a resolution of the Board of Director’s meeting.

where the company issue convertible bonds by public offering,

where the company issue convertible bonds to foreign corporation or person in the necessary case for the company management and

where the company issue convertible bonds to corporation at home and abroad or personal investor.

The company may issue convertible bonds to a part of which granted the right of conversion subject to a resolution of the board of directors in the paragraph (1)

Contents of the shares to be issued upon conversion are registered common shares and the price of conversion of the shares shall be prescribed by the resolution of the board of directors at the same as or higher than the par value.

Period during which conversion is demanded shall be from the next day when the bonds are issued to the day before the bonds are redeemed. Provided, time during which conversion is demanded may be adjusted within the above period by the resolution of the board of directors.

The provisions of Article 12 shall apply mutatis mutandis to the dividend of profit to be distributed to the shares to be issued upon conversion and the reimbursement of interest of convertible bonds.

The matters except paragraphs (1) through (5) about convertible bonds shall be prescribed by the resolution of the board of directors.

ARTICLE 22. (Bonds with Warrants to Subscribe for New Shares)

The company may issue bonds with warrants to the persons other than shareholders within the limits not exceeding four times the amount of net assets of the company stated in the latest balance sheet in the event that the company falls under any case of the following subparagraphs,

where the company issue bonds with warrants by public offering,

where the company issue bonds with warrants to foreign corporation or person in the necessary case for the company management and

where the company issue bonds with warrants to corporation at home and abroad or personal investor.

Total amount of bonds with warrants shall be prescribed within the limits not exceeding the total price of the bonds by the resolution of the board of directors.

Contents of the shares to be issued upon conversion are registered common shares and the issue-price of the shares shall be at the same as or higher than the par value it by the resolution of the board of directors.

Period during which preemptive rights is exercised shall be from the next day when the bonds are issued to the day before the bonds are redeemed. Provided, time during which may be adjusted within the above period by the resolution of the board of directors.

The provisions of Article 12 shall apply mutatis mutandis to the dividend of profit to be distributed to the shares to be issued upon exercising preemptive rights.

The matters except paragraphs (1) through (5) about convertible bonds shall be prescribed by the resolution of the board of directors.

ARTICLE 23. (Applicable Provisions)

The provisions of Article 13 and Article 15 shall apply mutatis mutandis to the bonds-issue.

CHAPTER 4. GENERAL MEETING OF SHAREHOLDERS

ARTICLE 24. (Time of Convocation for General Meeting)

The company shall convene the ordinary general meeting of shareholders and the extraordinary general meeting of shareholders.

The ordinary general meeting is convened within three(3) months after the close of each business year and extraordinary general meeting is convened by the resolution of the board of directors or in accordance with acts and subordinate statutes when necessary.

ARTICLE 25. (Person Authorized to Convene)

General meeting of shareholders shall be convened by the repregentative in accordance with the resolution of the board of directors except otherwise provided in the acts and subordinate statutes.

The provisions of paragraphs (4) in Article 42 shall apply mutatis mutandis in the event that the representative director is unable to perform his duty.

ARTICLE 26. (Notice and Public Notice of Convocation)

The notice for convocation of a general meeting shall be dispatched in writing or by an electronic documents to each shareholder at least two weeks prior to the date set for such meeting.

ARTICLE 27. (Place of Convocation)

In principle, general meeting shall be convened at the place of the principal office; Provided, it shall be convened at some place adjacent thereto when necessary.

ARTICLE 28. (Chairman)

The representative director shall be chairman of the general meeting of shareholders.

The provisions of paragraphs (4) in Article 42 shall apply mutatis mutandis in the event that the representative director is unable to perform his duty.

ARTICLE 29. (Maintenance of Order of General Meeting)

The president of the general meeting shall maintain the order and control the proceedings of the general meeting.

The president of the general meeting may order anyone, who obviously gives rise to disorder by attempting a filibuster, to stop speaking or to leave the meeting hall.

ARTICLE 30. (Votes)

A shareholder shall have one vote for each share.

ARTICLE 31. (Restriction Of Votes About Mutual Votes)

In case where the company, its parent company and its subsidiary company together or its subsidiary company alone holds more than 1/10 of the total outstanding shares of another company, the shares of the company held by such another company shall not be entitled to vote.

ARTICLE 32. (Exercise of Voting Right in Disunity)

If a shareholder has two or more votes, he may exercise them in disunity. In this case, he shall notify the company in writing of his intention to do so and the reasons therefor three days prior to the date set for the meeting.

The company may reject an exercise of vote in disunity by a shareholder, unless he has accepted a trust of shares or he holds the shares on behalf of another person.

ARTICLE 33. (Exercise of Voting Rights By a Proxy)

A shareholder may have a proxy exercise the voting rights on his behalf.

The proxy in the paragraph (1), he shall submit a document proving his power of representation at the general meeting.

ARTICLE 34. (Method of Adopting Resolutions)

Unless otherwise provided by this Act or articles of incorporation, resolutions shall be adopted at the general meetings by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares.

ARTICLE 35. (Exercise of Voting Right in Writing)

Shareholders may exercise their voting rights in writing in lieu of attending the general meeting.

Notice for the convocation of the general meeting shall be accompanied by reference materials and documents necessary for shareholders to exercise their voting rights under paragraph(1).

Shareholders to exercise their voting rights in writing shall prepare documents in the paragraph(2) and surrender them to the company not later than the day preceding the date set for the meeting.

ARTICLE 36. (Minutes)

The proceedings of the general meeting of shareholders shall be entered into the minutes and the chairman and directors present shall affix their seals thereon.

CHAPTER 5. DIRECTORS, BOARD OF DIRECTORS

ARTICLE 37. (Number of Directors)

The　company shall have one or more directors in number. Provided, in case of a company of which the total capital is no less than1 billion won, directors shall be at least three in number.

ARTICLE 38. (Election of Directors)

Directors shall be elected at a general shareholders' meeting.

Directors shall be elected by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares.

Concentrated vote　shall not apply in case of appointing two or more directors.

ARTICLE

39. (Term of Office of Director The terms of office of directors may not exceed three years. The terms of office under paragraph (1) may be extended up to the closing of the ordinary general shareholders' meeting convened in respect of the last period for the settlement of accounts within their terms of office.

ARTICLE 40. (Election to Fill up Vacancy)

In case of vacancy of a director it shall be elected at at a general shareholders' meeting. Provided, the election may be reserved or posponed in condition that the number of the directors on the register is not short under the provisions of Article 38 and there is no difficulty in the affairs of the company.

ARTICLE 41. (Election of Representative director Etc.)

The company shall appoint, by the resolution of the board of directors, a director or more who shall represent the company.

The company shall appoint, by the resolution of the board of directors, chairman, vice-chairman, president, vice-president, executive director, or managing director.

ARTICLE 42. (Duties of Directors)

Representative shall represent the company and deal with on the whole. Provided, if representatives are several, it shall be determined whether they jointly or respectively represent the company.

Chairman and vice-chairman shall consult the president or advise to him about the important matters of management

Vice-president, executive director, managing or director shall assist the president and take alloted affairs of the company and perform his duties.

In the event that the representative director is unable to perform his duty, other representative or director in sequence of paragraph (3) perform his duty.

ARTICLE 43. (Director's Duty to Report)

If a director finds any fact that is likely to inflict a substantial loss on the company, he shall immediately report such fact to the auditors.

ARTICLE 44. (Composition and Convocation of Board of Directors)

The board of directors is composed of directors and resolve the matters of the affairs of the company.

Meeting of the board of directors shall be convened by representative or the director designated the director who is to convene such meeting. In convening a meeting of the board of directors, the date of such meeting shall be fixed and a notice of convocation shall be dispatched to each director and auditor at least three days prior to such date.

Provided, when all the directors and auditors agree, a meeting of the board of directors may be held at any time without undergoing the procedures

The president of the board of directors shall be person authorized to convene paragraph (2).

ARTICLE 45. (The adoption of a resolution by means of a communication system)

The board of directors may allow all its directors to join in discussion on the adoption of a resolution by means of a communication system transmitting and receiving visual images and sounds simultaneously without the personal attendance of all or part of them. In this case the director or directors concerned shall be deemed to have attended the meeting.

There shall be recorded in the minutes such affairs, if the meeting is progressed in accordance with paragraph (1)

ARTICLE 46. (Method of Resolution by Board of Directors)

A resolution of the board of directors shall be adopted by the presence of the majority of directors in office and the affirmative votes of the majority of directors present at the meeting

A person who has special interest in the resolution of the board of directors may not exercise his voting rights thereupon.

ARTICLE 47. (Minutes of Board of Directors)

Minutes shall be prepared with regard to the proceedings of a meeting of the board of directors.

There shall be recorded in the minutes the agenda, the summary of the proceedings of the meeting, the results thereof, dissenters and reason for their objection. Directors as well as auditors present at the meeting shall write their names and affix seals or sign thereon.

ARTICLE 48. (Remuneration for Director)

The amount of remuneration to be received by directors shall be determined by general shareholders' meeting.

CHAPTER 6. Auditors

ARTICLE 49. (Election)

Auditors shall be elected at a general shareholders' meeting. The auditor of the Company shall be one or more. However, if the capital is less than 1 billion won, it may not be audited.

Directors shall be elected by affirmative votes of the majority of the voting rights of shareholders present thereat and of at least 1/4 of the total outstanding shares. Any shareholder who holds more than 3/100 of the total outstanding shares, exclusive of non-voting shares, may not exercise his vote in respect of the shares in excess of the above limit, in the election of auditors under paragraph

ARTICLE 50. (Term of office of Auditor)

The term of office of an auditor shall expire upon the closing of the ordinary general shareholders' meeting convened in respect of the last period for the settlement of accounts within three years after his inauguration.

ARTICLE 51. (Election to Fill up Vacancy)

In case of vacancy of a auditor it shall be elected at at a general shareholders' meeting. Provided, the election may be reserved or posponed in condition that the number of the auditors on the register is not short under the provisions of Article 38 and there is no difficulty in the affairs of the company.

ARTICLE 52. (Duty and Authority of Auditors)

Auditors shall audit directors' performance of duties.

Auditors may at any time demand the directors to report on the business and may investigate the affairs and the financial status of the company.

An auditor may request the board of directors to convene an extraordinary general shareholders' meeting by presenting a written statement specifying the proposed subject-matters of the meeting and the reason for the convocation.

An auditor may demand the subsidiary company to report on its business, if it is necessary for carrying out his duties. In this case, if the subsidiary company fails to make a demanded reporting without delay or it is necessary to verify the contents of such reporting, an auditor may investigate the affairs of the subsidiary company and the status of its property.

ARTICLE 53. (Preparation of Audit Record)

Auditors shall prepare a record of the audit. The summary of audit process and the results thereof shall be recorded in the audit record. The auditors who have carried out such audit shall write their names and affix their seals or shall sign thereon.

ARTICLE 54. (Remuneration and Severance Allowance)

The ceiling of remuneration for s and directors retired shall be determined by the resolutions of the general meeting of shareholders.

CHAPTER 6. ACCOUNTING

ARTICLE 55. (Business Year)

The business year of the company shall be from January 1 to December 31 of each year.

ARTICLE 56. (Preparation and keeping of Financial Statement and Business Report)

The representative director of the company shall provide and submit to the auditor as following documents, detailed statements attached to these and business reports six(6) weeks prior to the date set for the general meeting of shareholders.

1) Balance sheet

2) Income statement

3) Disposal statement of earned surplus or loss

4) Supplementary schedules and business report

Auditors shall submit to directors an audit report within four weeks from the date on which he receives the documents under paragraph (1).

The company shall keep the documents of each number of paragraph(1) with the audit report in head office and branch of the company from one(1) week prior to the date set for the general meeting of shareholders.

The company shall annlunce the balance sheet without delay after the documents of each number of paragraph are approved by the general meeting of shareholders.

ARTILE 57. (Disposal of Profits)

The profit of each business year of the company shall be the net profit income with deducting the total loss from the total income of every settlement period, and is disposed in accordance with the below method.

1. Legal reserve fund(more that 1/10 of the net profit)

2. Optional reserve

3. Dividends

4. Officer’s allowance

5. Earned surplus carried over to the next term

ARTICLE 58. (Dividends to shareholders)

The dividends shall be paid to the shareholders or the pledges register as of the closing date of accounts each term.

ARTICLE 59. (Claim for Payment of Dividends)

The claim for dividends of shareholders shall be extinguished if it is not exercised within five years.

SUPPLEMENTARY PROVISIONS

ARTICLE 1. (First Business year)

The business year of the company shall be from the date of incorporation to December 31, same year.

ARTICLE 2. (Name and Address of Promoters)

The full names and addresses of the promoters shall be listed at the end of the Articles of Incorporation.

All the promoters execute the Articles of Incorporation for the establishment of the 00., LTD. And duly write there names and verify it by affixing their seals.

00 CO., LTD.

Promoter