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¿µ¹®ÆÇ Ç¥ÁØÁ¤°ü(Articles of Incorporation)
ÀÛ¼ºÀÚ ³ª¹«ÇÕµ¿ µî·ÏÀÏ 2005-09-23
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ARTICLES OF INCORPORATION
 
CHAPTER ¥°. GENERAL PROVISIONS
 

Article 1. (Name)
The name of the Company is, in Korean, ___________ and in English, ¡°English Name¡±.

Article 2. (Objectives)
The object of the Company is to engage in the following business activities:
1. the sale, as principal and agent, of forest products ;
2.                                                                              ;
3.                                                                              ;
4.                                                                              ;
5.                                                                              ; and
6. any and all businesses which are incidental to any of the foregoing objectives.

Article 3. (Location of the Head Office and Establishment of Branch and Other Offices)
(1) The head office of the Company shall be located at __________________.
(2) The Company may establish branches as required, by resolutions of the Board of Directors.

Article 4. (Method of Giving Public Notice)
Public notices by the Company shall be given by publication in _________________ , a daily newspaper of general circulation published in _________________ .

CHAPTER ¥±. SHARES
 

Article 5. (Total Number of Shares To Be Issued)
The total number of shares to be issued by the Company shall be ______________ shares.

Article 6. (Par Value per Share)
The par value per share issued by the Company shall be ___________ Won per share.

Article 7. (Total Number of Shares To Be Issued at the Time of Incorporation) The total number of shares to be issued by the Company at the time of incorporation shall be _______________ shares.

Article 8. (Classes of Shares)
The class of shares to be issued by the Company shall be common shares in registered form.

Article 9. (Types of Share Certificates)
Share certificates of the Company shall be issued in 8 denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) share(s) per certificate.

Article 10. (Preemptive Right)
(1) The Company's shareholders shall have the preemptive right to subscribe for new shares in proportion to their respective shareholding ratios.
(2) If any shareholder waives or loses his/her preemptive rights or if fractional shares result from the allocation of the new shares, the shares which have not been allocated and/or subscribed shall be disposed of in accordance with a resolution of the general meetings of the shareholders of the Company.
(3) If the Company issues new shares by right issue, bonus issue or stock dividend, with respect to the dividends on the new shares, the new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year during which such new shares were issued.

Article 11. (Entries in Shareholders Registry, etc.)
The activities of making entries in the shareholders registry, registering the creation and cancellation of pledges over shares, indication of trust assets and cancellation thereof with respect to shares, issuing share certificates, receiving reports filed, and other related businesses shall comply with the Rules on Share Handling Business as adopted by a resolution of the General meetings of the shareholders.

Article 12. (Report of Name, Address and Seal or Signature of Shareholders and Others)
(1) Shareholders and registered pledgees shall report their names, addresses and seals or signatures to the Company.
(2) Shareholders and registered pledgees who reside in a foreign country shall report their appointed agents and the addresses in Korea to whom notices are to be sent.
(3) The above provisions shall also apply to changes in any item mentioned in Paragraphs (1) and (2).

Article 13. (Closing of Shareholders Registry and Record Date)
(1) The Company shall suspend any entry into the shareholders registry with respect to shareholders' rights from January 1 to January 31 of each year.
(2) The Company shall allow the shareholders who are registered in the shareholders registry as of December 31 of each year to exercise their rights at the ordinary general meeting of shareholders for the relevant fiscal year.
(3) The Company may, in the case of convention of an extraordinary general meeting of shareholders or in other necessary cases, suspend any entry into the shareholders registry with respect to shareholders' rights for a period not exceeding three (3) months or set a record date in order to determine the shareholders who are registered in the shareholders registry as of such record date and will exercise their rights. The Company may suspend any entry into the shareholders registry and set the record date at the same time. The Company should give at least two (2) weeks' prior public notice in such cases.

CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
 

Article 14. (Convening of Meeting)
(1) General meetings of the shareholders of the Company shall be of two types of ordinary and extraordinary general meetings.
(2) Ordinary general meetings of shareholders shall be convened within three (3) months after the close of each fiscal year and extraordinary general meetings of shareholders shall be convened at any time when necessary.

Article 15. (Person Authorized to Convene Meeting)
Except as otherwise provided by laws and regulations, the general meeting of shareholders shall be convened by the representative director (president) of the Company.

Article 16. (Notice and Public Notice of Convening of General Meeting)
In convening a general meeting of shareholders, a written notice thereof, which sets forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of the meeting.

Article 17. (Place of Meeting)
General meetings of shareholders shall be held at the place where the head office of the Company is located but also may be held at a near-by place if necessary .

Article 18. (Chairman)
(1) The representative director (president) shall preside over the general meetings of shareholders as chairman.

Article 19. (Maintenance of Order by the Chairman)
(1) The chairman of a general meeting of shareholders may order persons who intentionally speak or behave obstructively or who disturb the proceedings of the meeting to stop or retract a speech or to leave the place of the meeting, and such persons shall comply with his/her order.
(2) The chairman of a general meeting of shareholders may restrict the time and number of speeches of a shareholder as deemed necessary for the purpose of harmonious progress in the proceeding of the meeting.

Article 20. (Voting Right)
Every shareholder shall have one vote for each share he/she owns.

Article 21. (Limitation to Voting Rights of Cross-Held Shares)
If the Company, its parent company and subsidiary or subsidiary holds shares exceeding ten percent (10%) of the total number of shares issued and outstanding of another company, the shares in the Company held by such other company shall not have voting rights.

Article 22. (Split Exercise of Voting Rights)
(1) If a shareholder who holds two or more votes wishes to split his/her votes, he/she shall give at least three (3) days' prior written notice to the Company of such intention and the reason therefor.
(2) The Company may refuse to permit a shareholder to split his/her votes except in the cases where such shareholder holds shares in trust or shares belonging to other on their behalf.

Article 23. (Voting by Proxy)
(1) A shareholder may exercise his/her vote by proxy.
(2) In case of Paragraph (1) above, the proxy shall present documents evidencing his/her power of representation (a power of attorney) prior to the opening of the general meeting of shareholders.

Article 24. (Method of Resolution)

Except as otherwise provided by laws and regulations, all resolutions of general meetings of shareholders shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided, that, such votes shall represent at least one fourth (1/4) of total number of issued and outstanding shares of the Company.

Article 25. (Minutes of General Meeting of Shareholders)

The substance of the course and proceedings of a general meeting of shareholders and the results thereof shall be recorded in minutes on which the names and seals of the chairman and the directors present at the meeting shall be affixed or which shall be signed by such persons, and shall be kept at the head office and branches of the Company.

CHAPTER IV. DIRECTOR AND AUDITOR
 
Article 26. (Number of Director and Auditor)
(1) The Company shall have one director.
(2) The Company shall have one auditor.

Article 27. (Election of Director and Auditor)

(1) Director and auditor shall be elected at the general meetings of shareholders; provided, that, the resolutions for the election of director and auditor shall be separately adopted.
(2) A resolution for the election of director and auditor shall be adopted by the affirmative votes of the majority of the shareholders present; provided, that, such votes shall represent at least one fourth (1/4) of the total number of issued and outstanding shares. However, if the total number of shares with voting rights held in aggregate by the shareholder entitled to exercise his/her voting rights, the special related person, the person who holds shares on the account of the said shareholder or the said special related person, and the person who delegates his/her voting rights to the said shareholder or the special related person, exceeds three percent (3%) of the total number of issued and outstanding shares with voting rights, such shareholder may not exercise his/her voting right in electing auditors with respect to the shares in excess of such three percent (3%).

Article 28. (Term of Director and Auditor)

(1) The term of office of the director shall be three (3) years; provided, however, that if the term of office expires after the close of the last fiscal year of such term of office but before the ordinary general meeting of shareholders convened in respect of such fiscal year, the term of office shall be extended up to the close of such ordinary general meeting of shareholders.
(2) The term of office of the auditor shall expire at the close of the ordinary general meeting of shareholders convened with respect to the last fiscal year which ends on or before a date three (3) years from the date of inauguration.

Article 29. (Filling of Vacancy in the Office of Director and Auditor)

Any vacancy in the office of director or auditor shall be filled by resolution of a general meeting of shareholders.

Article 30. (Duties of Director)

(1) The director (president) shall represent the Company and manage all affairs of the Company.
(2) Vice presidents shall assist the president and shall perform their respective responsibilities.

Article 31. (Director's Obligation to Report)

If director becomes aware of any facts which may cause substantial losses to the Company, such director shall immediately report it to the auditor.

Article 32. (Duties of Auditor)

(1) The auditor shall examine the accounts and business of the Company.
(2) The auditor may request the Company's subsidiary to report the details of the operation, if deemed necessary for performance of his/her duties. In such a case, if the subsidiary fails to immediately report the details or if it is necessary to confirm the contents of the report, the auditor may investigate the subsidiary's business operation and financial status.

Article 33. (Auditor's Records)

The auditor shall record the substance and results of an audit in auditor's records, on which the names and seals of the auditor who have performed such audit shall be affixed or which shall be signed by such auditor.


CHAPTER V. ACCOUNTINGS
 

Article 34. (Fiscal Period)
The fiscal period of the Company shall begin on the first day of _____________ each year and end on the last day of _____________ of the same year.

Article 35. (Compiling Accounting Papers & Preparation of Financial statements)
(1) Six weeks before the day of the ordinary general shareholders¡¯ meeting, the director shall cause the following items to be prepared and audited by the auditor, and then submit such items to the ordinary general shareholders¡¯ meeting:
   (a) a balance sheet
   (b) a income statement
   (c) a statement of appropriation of retained earnings or statement of disposition of deficit
(2) The director shall keep the documents prescribed in paragraph (1) and the statement of audit at the head office and branches of the company.

Promoter : Name
                              Birth Of Date
                        Address

Promoter : Name
                              Birth Of Date
                        Address

 

 
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