YUHAN CHEMICAL

    Articles of Incorporation
    Chapter 1 General Provisions
    • Article 1(Name of the Company)

      The name of the Company is “Yuhan Chemical Inc.” in English.

    • • Article 2 (Purpose)

      The Company aims at conducting the following businesses 1. Manufacturing and sales of medicines, pharmaceutical raw materials and other fine chemical products (Excluding toxic substances); 2. Manufacturing and sales of animal medicines and feeds; 3. Waste collection, transportation and processing business; 4. Wholesale and retail business; 5. Real estate rental business; 6. Consignment processing of pharmaceuticals and fine chemical products and their intermediates; and 7. All incidental businesses thereof.

    • Article 3 (Location of Head Office and Branches)

      The Company's head office is located in Ansan City.
      However, if necessary, sales offices such as branches or branch offices may be established at home and abroad.

    • Article 4 (Method of Notice)

      The Company's notice appears in the Maeil Business Newspaper published in Seoul.

    Chapter 2 Capital and Shares
    • Article 5 (Total Number of Shares to Be Issued by the Company)

      The total number of shares to be issued by the Company shall be 10 million shares.

    • Article 6 (Types of Shares and Price per Share)

      1. The Company's shares are registered common shares, and the price per share is KRW 5,000. 2. There are five types of stocks: one share, ten shares, one hundred shares, one thousand shares, and ten thousand shares. When necessary, different classes of shares are issued according to the resolution of the Board of Directors.

    • Article 7 (Transfer of Shares)

      The Company's shares can be transferred by endorsing the stock certificate or issuing a transfer certificate signed and sealed by the registered shareholder. The transfer of shares cannot be made against the Company unless the name and address of the acquiring entity are entered in the shareholder list.

    • Article 8 (Restatement of the Share Register and Registration of Pledge)

      1. When a person who has acquired shares of the Company wishes to rename the shares, he or she shall attach and submit the following documents to the Company's prescribed request format: A. When taking over by endorsement, stock certificate; B. When taking over by transfer deed, stock certificate; or C. When acquired for reasons other than transfer, stock certificate and documents proving the reason for acquisition. 2. When requesting the establishment of pledge, registration of transfer, and cancellation of shares for the purpose of pledge, the share certificate shall be attached to the Company's prescribed request form.

    • Article 9 (Reissuance of Share Certificates)

      A person who wishes to reissue stock certificates in place of the shares he or she held previously shall submit an application in the Company's prescribed request form to the Company along with the following documents: 1. If the share certificate has been lost or damaged to the extent that it is difficult to identify the share certificate, an authentic copy or certified copy of the judgment of nullification; 2. If the share certificate is damaged, the damaged stock certificate except in cases where the share certificate is damaged to the extent that it is difficult to identify the share certificate; or 3. In the case of subdivision or combination of the share certificate, the share certificate.

    • Article 10 (Preemptive Rights)

      Shareholders have preemptive rights to newly issued shares of the Company in proportion to their shareholding ratio.

    • Article 10-2 (Record Date of Dividend Payout for New Shares)

      If the Company increases capital with or without paid-in capital or issues new shares through share dividends, the new shares are deemed to have been issued at the end of the business year immediately preceding the business year in which the new shares are issued.

    • Article 11 (Closure of Shareholder List)

      1. The Company suspends the registration or cancellation of share transfer pledges from the day following the end of each accounting period until the closing date of the ordinary general meeting of shareholders regarding the settlement. 2. In addition, the Company may, when necessary, revoke the suspension of the preceding paragraph by giving notice to shareholders two weeks in advance.

    • Article 12 (Address and Seal Report of Shareholders, etc.)

      1. Shareholders or pledge registrants and their legal representatives shall report their addresses, names, or signatures to the Company. The same also applies when there is a change. 2. If a shareholder or pledge registrant resides in a foreign country, he or she shall designate a temporary address or legal representative in Korea and report the temporary address or legal representative to the Company. The same also applies when there is a change. 3. The legal representative shall submit qualification documents proving his or her power of representation, and when reporting changes, he or she shall submit a certificate of change that the Company deems valid. 4. The Company is not responsible for any damage resulting from negligence in reporting the preceding items.

    Chapter 3 General Meeting of Shareholders
    • Article 13 (Convocation of the General Meeting of Shareholders)

      1. The ordinary general meeting of shareholders shall be convened within three months after the end of each settlement period, and any extraordinary general meeting of shareholders shall be convened from time to time as necessary pursuant to a resolution of the Board of Directors and other laws and regulations. 2. When convening a general meeting of shareholders, a notice stating the purpose of the meeting shall be sent to each shareholder two weeks prior to the meeting date.

    • Article 14 (Chairman of the General Meeting of Shareholders)

      The CEO shall be the chairman of the general meeting of shareholders, and in the event of the CEO's absence, one of the other directors shall serve as the chairman in the order determined in advance by a resolution of the Board of Directors.

    • Article 15 (Quorum and Resolution Method)

      Except as otherwise provided by law, resolutions at the general meeting of shareholders shall be made by a majority of the voting rights of shareholders present, but this majority shall constitute not less than one-fourth of the total number of issued shares. Voting rights are limited to one per share.

    • Article 16 (Exercise of Voting Rights by Proxy)

      Shareholders may have their proxy exercise their voting rights. In this case, the proxy shall submit documents proving the power of representation to the Company before the general meeting of shareholders is held.

    • Article 17 (Minutes of the General Meeting of Shareholders)

      Regarding the proceedings of the general meeting of shareholders, minutes containing the progress and results shall be prepared, signed and affixed by the chairman and all directors present, and kept in the Company office.

    • Article 18 (Matters for Resolution)

      Except for matters separately provided by law or other contracts, resolutions on the following matters shall be made in accordance with Article 15 of these Articles of Incorporation: 1. Appointment of directors and auditors; 2. Determination of the remuneration for directors and auditors. However, severance pay for directors and auditors shall be in accordance with the executive severance pay payment regulations resolved by a general meeting of shareholders; 3. Approval of calculation documents and decision on profit sharing; 4. Change of the Articles of Incorporation; 5. Increase or decrease in capital; 6. Dismissal of directors and auditors; and 7. Dissolution, liquidation or merger of the Company.

    Chapter 4 Directors and Auditors
    • Article 19 (Number of Directors and Auditors)

      The Company shall have three or more directors and no more than two auditors.

    • Article 20 (Term of Office)

      1. The term of office of directors shall be three years. However, if the term expires before the ordinary general meeting of shareholders regarding the final settlement period, the term shall be extended until the end of the general meeting of shareholders. 2. The term of office of the auditor shall be until the end of the ordinary general meeting of shareholders regarding the final settlement period within 3 years of taking office.

    • Article 21 (Appointment of the CEO and Other Executives)

      1. The CEO shall be appointed from among the directors by a resolution of the Board of Directors. 2. If necessary, a few vice presidents, executive directors, and managing directors may be appointed from among the directors by a resolution of the Board of Directors.

    • Article 22 (Duties)

      1. The CEO represents the Company and conducts the Company’s business. 2. The auditor shall examine the Company's calculations and records and report the results to the general meeting of shareholders. In addition, upon request, the auditor shall provide advice and make suggestions to the Board of Directors from time to time regarding accounting and financial issues pertaining to the Company. 3. The auditor may request to convene an extraordinary general meeting by submitting a written statement specifying the purpose of the meeting and the reason for convening the meeting to the Board of Directors.

    • Article 22-2 (Reporting Obligation of Directors)

      In the event that a director finds a matter that may cause significant damage to the Company, he or she shall report it immediately to the auditor.

    • Article 23 (By-election of Officers)

      When a vacancy for the position of a director or auditor occurs, an extraordinary general meeting of shareholders is convened and a by-election is held. However, if the legal limit for the minimum number of directors or auditors is maintained and there is no difficulty in carrying out business, it may be postponed until the next ordinary general meeting of shareholders. The term of office for directors and auditors appointed by a replacement or increase in the number of executives shall be the remaining term of office for the former executives.

    Chapter 5 Board of Directors
    • Article 24 (Convocation)

      1. A meeting of the Board of Directors shall be convened by the CEO, and in the event of the CEO's absence, each director may convene the meeting. 2. When convening a meeting of the Board of Directors, a meeting date shall be set, and each director shall be notified one week in advance. However, if all directors agree, a meeting may be held at any time without this procedure.

    • Article 25 (Chairman)

      The chairman of the Board of Directors shall be the CEO, and in the event of the CEO's absence, one of the other directors shall serve as the chairman in the order predetermined by a resolution of the Board of Directors.

    • Article 26 (Resolution Method)

      Resolutions of the Board of Directors shall be made with the attendance of a majority of registered directors and the approval of a majority of registered directors.

    • Article 27 (Authority of the Board of Directors)

      The Board of Directors decides, by resolution, all important matters related to the Company's business management, including the establishment of basic Company policies as well as matters stipulated by law or these Articles of Incorporation. The main presentation matters for discussion are as follows:
      1. Convocation of a general meeting of shareholders and agenda to be submitted thereto; 2. Matters related to budget and the settlement of accounts; 3. Enactment or amendment of important regulations; 4. Matters related to important borrowing or lending; 5. Matters related to the issuance of new shares; 6. Acquisition, sale or lease of important assets; 7. Establishment of mortgage, pledge, or other collateral on the Company's assets; 8. Matters related to important contracts, lawsuits and arbitrations; 9. Manufacturing or sales of new products; 10. Matters related to business closure; 11. Matters requiring a resolution of the Board of Directors in accordance with laws and regulations; and 12. Other important matters as deemed necessary.

    • Article 28 (Minutes)

      The full account of the meeting of the Board of Directors shall be recorded in the minutes, affixed with the names and seals of the attending directors and auditors, and kept at the Company office.

    Chapter 6 Accounting
    • Article 29 (Fiscal Year)

      The Company's fiscal year runs from January 1 to December 31 each year.

    • Article 30 (Financial Statements and Business Reports)

      The Board of Directors shall prepare the following financial statements and business reports 6 weeks prior to the ordinary general meeting of shareholders and submit them to the auditor. 1. Financial Statements ① Balance sheet and supplementary statements for the current fiscal year ② Profit and loss statement for the current fiscal year ③ Statement of retained earnings appropriation or statement of loss appropriation for the current fiscal year 2. Business Report for the Current Year The above documents, together with the audit report, shall be kept at the head office for 5 years from one week before the ordinary general meeting of shareholders, and a certified copy of the documents shall be kept at branches for 3 years.

    • Article 31 (Approval and Announcement of Financial Statements)

      Directors shall submit a business report and report its contents to the ordinary general meeting of shareholders, and submit financial statements to request approval. When directors obtain approval from the general meeting of shareholders for the financial statements, they shall announce the balance sheet without any delay.

    • Article 32 (Settlement of Profits)

      The Company's net profits are settled each year as follows: 1. Preservation of carryover loss; 2. Statutory reserve; 3. Dividends to shareholders; 4. Other reserves and executive bonuses and severance pay; and 5. Profit carried forward.

    • Article 33 (Payment of Profit Dividends)

      1. Profit dividends are paid to the current shareholders or pledge registrants at the end of each settlement period. 2. If there is no demand for payment of the dividends in the preceding paragraph within 5 years from the date of starting payment, the dividends shall belong to the Company as the claim has been abandoned. No interest is charged on unpaid dividends.

    Supplementary Provisions
    • (Enforcement Date) These Articles of Incorporation shall enter into force on March 29, 2004.

    Related Regulations