ARTICLES OF INCORPORATION
Article 1. Company Name
The name of the Company is, in Korean, OOOOOOO Chusik Hoesaand in English, OOOOOOO
Co., Ltd.(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, import, sell and conduct offer agent activities for silicone products.
(2) to engage in any 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 at Seoul, Korea. Branches, or factories may be
established or opened elsewhere as required,according to resolutions of the shareholders.
Article 4. Method of Giving Notices
(1) All notices of the Company to shareholders, directors and auditor shall be given by "personal
notice," as prescribed by law or these Articles of Incorporation.
(2) "Personal Notice" to natural person residing or juridical persons established in Korea, shall be
given through registered mail, and to natural persons residing or juridical persons established
outside Korea by registered express airmail, or telex or cable confirmed by registered express
(3) Public notices by the Company shall be given by inserting them in the Korea Economic Daily
newspaper of general circulation published in the Special City of Seoul, Republic of Korea.
Article 5. Novices and Reports to Nonresidents
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 Korea, shall be given in
SHARES OF STOCK
Article 6. Authorized and Issued Shares of Stock
(1) The total number of the shares of stock which the Company is authorized to issue(hereinafter
called "authorized shares") is 310,000shares, all with full voting rights.
(2) The t7t7l number of the shares to be issued by the Company at the time of incorporation shall
be 4,700 shares.
(3) All shares issued by the Company shall be common shares of one class with a par value of
Won 5,000 each and certificates.
(4) Shareholders shall without delay pay the Company in cash for 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.
(3) anything provided 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 e sufficient time to
obtain necessary validation or approval of the Korean Government.
Article 8. Share Certificates
Share certificates shall be in nominative form. They shall be issued by the Company in
denominations of one(1), ten(10), one hundred(100), one thousand(1,000) and five
thousand(5,000) shares, They shall be numbered,shall set forth the numbers of shares
represented thereby, the holder's name, and shall be entered in the Register of Shareholders of
the Company are issued.
Article 9. Alteration of 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 hrs share certificates duly endorsed by the transfer or
accompanied by a transfer deed.
(2) A shareholder desiring an alteration of entry due to causes other than transfer of shares by
assignment, sale or other similar cause, such as bequest, 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 into the Register of Share-holders and return to the applicant the share certificate
concerned on which the Representative Directors shall affix their 7eals for confirmation.
(4) No transfer of shares shall be effective against the Company until the name and address of
the new shareholder has been entered in the Register of Shareholders of the Company.
Article 10. Reissuance of Share Certificates
A shareholder desiring reissuance of a share certificate in lieu of a share certificate previously
held by him shall submit an application therefor to the Company, in the form prescribed by the
Company, together with the following documents :
(1) The original or certified copy of a judgment of nullification in case of a certificate which has
been lost or damaged beyond recognition.
(2) The share certificate in case damage to the certificate, except when the certificate has been
damaged beyond recognition.
(3) The share certificate involved in case of a division or consolidation of shares.
Article 11. Fees
For change of entry or reissuance of a 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 by consummated,
Article 12. Report of Addresses and 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 in foreign countries may,in addition, inform the
Company of their provisional addresses, or agents to where or to whom notices may be given
(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 od any
appropriate certificate or evidence.
Article 13. Suspension of Altering Entry in the Resister of Shareholders
(1) The Company shall keep the Register of Shareholders in compliance with the provisions of the
(2) In order to determine persons who are entitled to exercise voting rights, or other rights as
shareholders, except the right to receive dividends, the Company may suspend entry of
alteration in the Register of shareholders for a period commencing three(3) months prior to the
date on which the Ordinary General Meeting of Shareholders is to beheld and ending on the
day of the Ordinary General Meeting of Shareholders.
GENERAL MEETING OF SHAREHOLDERS
Article 14. Types and Holding of General Meeting
(1) General Meeting of the Shareholders of the Company shall be of two kinds, ordinary and
(2) The Ordinary General Meetings of Shareholders shall be held within three(3) months after the
end of each business period.
(3) Extraordinary General Meetings of Shareholders may be convened at any time in compliance
with resolutions of the Board of Directors and applicable law.
(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 (4).
(5) All General meetings of Shareholders shall be conducted in the English and Korean
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 of a General Meeting of Shareholders may be within or
outside of the Republic of Korea.
(2) In convening a General meeting of Shareholders, personal notice thereof shall be given by the
Board of Directors at least twenty-one(21) days prior to the date set for such meeting to the
Shareholders and other persons entitled to receive notice. The notice shall state the general
nature of the business to be transacted at the meeting and the time 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 share-holders entitled to vote, whether
present or not, unanimously agree otherwise. Provided, however, that the above period of
twenty-one(21) days may be shortened or omitted with the written, cabled or telexed consent
of all the Shareholders of the Company before the meeting.
Article 16. Presiding Officer
The President of the Company shall preside at all General Meetings of Shareholders. In the event
of the President's absence or failure to serve as Presiding Officer of any General Meeting, the
Executive Vice President of the Company shall take his place and in his absence one of the other
Directors in accordance with the order of directors fixed by the Board of Directors shall take his
Article 17. Requisite for Resolutions
(1) Unless a higher vote of the shareholders is required by law or these Articles of Incorporation,
resolutions of a General Meeting of Shareholders shall be adopted by a majority of votes
represented at a meeting at which shareholders holding more than 50% of the total number of
shares issued and outstanding are present or represented by proxy.
(2) Decisions on the following important matters shall require are solution adopted by an
affirmative vote of Shareholder representing at least two thirds of the Company's authorized
(a) Amendment of these Articles of Incorporation ;
(b) Liquidation or dissolution of the Company ;
(c) Merger of the Company with another corporation, incorporation of the Company into another
corporation, or of another corporation into the Company.
(d) Formation of subsidiaries of the Company or participation of the Company in other
(e) Increase or decrease of the Company's authorized shares and changes in the
Shareholders'equity ownership ratio of the Company ;
(f) Acquisition or disposition of intellectual and/or industrial property rights, including but not
limited to, trademarks, copyrights, patents and trade secrets whether by purchase, sale,
license or otherwise ;
(g) Approval of JV's annual financial statements and Distribution of Profits:
(h) Any single transaction or series of transactions during any thirty(30) days period involving
acquisitions or dispositions of assets in an aggregate amount of $ 300,000 :
(i) Single or single nature business contracts or transactions, except sales and purchase
agreements, not covered in (h) above whenever an amount of $ 300,000 or more is involved ;
(j) Any other matter for which a special. Shareholders Resolution approved by a vote of
two/thirds(2/3) of the shares present at a meeting at which the holders of more than
one-half(1/2) of the issued and outstanding shares entitled to vote are present or represented
is required by the Korean Commercial Code.
(3) In the event that the Shareholders are unable to reach a decision on any matter, whether by
simple majority vote for ordinary decisions or by super majority vote as provided in the
preceding paragraph, such matter shall be submitted to an Extraordinary Meeting of the
Shareholders to be held within a period of thirty(30) days after the deadlock on the matter
Article 18. Voting
(1) Each Shareholder has one(1) vote for each share he owns.
(2) A Shareholder may exercise hrs 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 fourteen(14) 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 Korean languages. The minutes
shall bear the names and signatures or seals of the Presiding Officer, the directors, and
Shareholders or their authorized representatives or proxy holders present at the meeting, and
shall be peresserved in the Company's head office. The English version of all minutes shall
govern in the event of any inconsistencies between the English and Korean versions.
(2) Unless a Shareholder expressly requests minutes only in one languages,copies of minutes in
both the English and Korean languages shall be sent to all Shareholders within thirty(30) days
after the meeting.
DIRECTORS, AUDITORS AND OFFICERS
Article 21. Number of Directors and Auditors
The Company shall have an even number of directors not to exceed eight(8) and shall also have
Article 22. Election
The directors and the auditor shall be elected at the Inaugural or an Ordinary General Meeting of
Shareholders and vacancies may be filled by any General Meeting of Shareholders.
Article 23. Term of Office
(1) The term of office of the directors shall be two(2) 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. The term of office of a director elected to fill a vacancy is the
remainder of the term of office of his predecessor.
(2) The term of office of the auditor shall commence from the date of acceptance of office and
shall expire at the end of the Ordinary General Meeting of Shareholders for the last fiscal
period which shall end on or before the second anniversary of said acceptance.
Article 24. Joint Representative Directors, and other Officers
(1) The Company shall have two(2) Joint Representative Directors, who shall be elected at the
Inaugural or Ordinary Meeting of the Shareholders. One Joint Representative Director shall
have the title of President, who shall be the Chief Executive officer and the other one,the title
of Executive Vice President. The Representative Director shall jointly represent and obligate
the Company, jointly execute contracts and documents on behalf of the Company, jointly
execute contracts and documents on behalf of the Company, jointly bind the Company in all
matters as authorized by the Board of Directors and within the limitations established by these
Articles and by the Board of Directors and shall bot out the day to day operations and
management of the Company through the functional managers, who shall be appointed by the
Board of Directors.
(2) The principal activities of the President shall include:
Government Relations, Personnel Practices, Labor Relations, and Financial Activities. The
principal activities of the Executive Vice President shall include : Marketing, Sales, Customer
Service, Technical Service, Quality Assurance, Manufacturing, and Warehousing. Such principal
activities shall, from time to time but at least once every year, be reviewed and, if appropriate, be
modified by the Board of Directors. Either Representative Director shall have the right to convene
a meeting of the Board of Directors.
(3) All actions by the Joint Representative Directors of committing or representing the Company
t? outside parties must be jointly taken ;however, if the Joint Representative Directors cannot
agree on an issue, the Joint Representative Directors shall call a Board of Directors Meeting to
resolve the issue.
(4) Additional offices may be created by the Board of Directors with much power as deemed
appropriate. The same person may hold more than one office.
Article 25. Auditor'a Powers and Duties
(1) The Auditor shall audit the accounts of Company, shall supervise the management of the
Company's business and shall have the other powers and duties prescribed by the
(2) Minutes of the proceedings of the inspection of the Auditor and the results thereof shall be
prepared and shall bear the name and signature or seal of the Auditor who has performed
such, inspection and shall be kept in the offices of the Company.
Article 26. Compensation
The remuneration, bonuses and severance allowances of Directors and the Auditor shall be
determined by resolution of a General Meeting of Shareholders. Severance allowances of the
Directors and the Auditor shall be paid in accordance with a general regulation of the Company
concerning severance allowances to be adopted by a General Meeting of Shareholders.
BOARD OF DIRECTORS
Article 27. Nature of the Board of Directors
(1) The Directors of the Company constitute the Board of Directors of the Company.
(2) The Board of Directors shall within the limits of the law and these Articles of Incorporation,
conduct the general management of the Company.
(3) To the extent permitted by law, the Board of Directors may, by a duly adopted regulation or
resolution, delegate its authority with respect to a specific matter or category of matters to the
President,Executive Vice-President, any committee or officer, and shall supervise all officers
and employees and see that they perform their duties.
Article 28. Calling of Meeting
(1) An ordinary meeting of the Board of Directors shall be held immediately following the Ordinary
General Shareholders'Meeting each business period. Other meetings of the Board of Directors
shall be called by either Joint Representative Directors when deemed necessary or advisable,
or when any two directors so request. The time and place for convening a Board of Directors
meeting shall be determined by the Joint Representative Directors and the place may be within
or outside of the Republic of Korea.
(2) Notice of the Meeting of the Board of Directors shall be given by personal notice to each
Director and auditor with a written agenda, at least twenty-one(21) days prior to the date set
for such meetings. Provided, however, that the above period may be shortened or omitted the
written or cabled consent of all Directors and auditor before the meetings. At meetings,
Directors may act only with respect to matters set forth in said agenda, unless unanimously
(3) All meetings of the Board of Directors shall be conducted in the English and Korean
(4) If any Directors is required to make a trip 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
Article 29. Presiding Officer of Meeting
The President of the Company shall preside at all meetings of the Board of Directors. If the
President of the Company does not attend the meeting,the Executive Vice-President or in his
absence, one of the other Directors in accordance with the order of directors fixed by the Board
of Directors may preside in his place.
Article 30. Requisite for Decisions by the Board of Directors
(1) To constitute a valid meeting, a quorum of a majority of all Directors in office must be present
and in attendance at the meeting. A decision by the Board of Directors is made if a proposal
voted upon has either been adopted or rejected by a majority of all directors in office.
(2) If a proposal has neither been adopted nor rejected by majority vote of all Directors in office,
or if a vote results in a tie, or if a quorum of Directors is not present and in attendance at the
meeting to vote on a proposal, it shall be deemed that the Board of, Directors has not made a
decision on the proposal.
(3) If, subject to the provisions of paragraph 2, no decision has been made on a proposal at a
meeting of the Board of Directors(hereinafter First Meeting), a new meeting(hereinafter called
Second Meeting) shall be convened within four(4) weeks, but not earlier than ten(10) days,
from the date of the First Meeting to decide on the proposal. If the Second Meeting is not held
as convened, or if subject to the provisions of paragraph 2, no decision has been made on the
proposal in such Second Meeting, then the proposal shall be referred for decision to the
(4) No Director who has an interest in a matter for resolution can exercise his vote upon such
matter : provided, 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
Article 31. 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 the English and Korean languages. The
minutes shall bear the names and the signatures or seals of the Presiding Officer, Directors
and auditor present at the meeting and shall be kept in the Company's head office. The
English version of the minutes shall govern in the event of any∼inconsistencies between the
English and Korean versions.
(2) Unless a director expressly requests minutes only in one language,copies of the minutes in
both the English and Korean languages shall be sent to each Director within thirty(30) days
after the meetings.
Article 32. Attendance of Auditor
The auditor may attend meetings of the Board of Directors and state his opinion on matters
therein considered, but will not have voting rights.
Article 33. Fiscal Period
(1) The fiscal period of the Company commences on January 1st and ends on December 31st of
(2) The first fiscal period of the Company commences on the date of the registration of
incorporation of the Company and ends on December 31st of that year.
Article 34. Independent Accountant
The Company shall employ an independent accounting firm of international reputation to audit
and certify the final annual financial reports of the Company.
Article 35. Books of Accounting and Records
(1) The Company shall'keep books of account in accordance with generally accepted accounting
principles in the Republic of Korea, internationally accepted accounting practices and the
policies established by the Board of Directors.
(2) The Joint Representative Directors shall submit to the Auditor no later than six(6) weeks before
the day set for the Ordinary General Meeting of Shareholders the following document and
supplementary schedules therefor and a business report which shall have been prepared by
the Joint Regresentive Directors in the English and Korean languages and approved by the
Board of Directors :
(a) A balance sheet for the preceding year ;
(b) A profit and loss statement for the preceding year:
(c) A statement of appropriation of retained earnings or statement of disposition of deficit ;
(3) The Auditor shall examine the documents set forth in Paragraph(2)above and submit a report
thereof to the Joint Repressentative Director within four(4) weeks after receipt of said
(4) The Joint Representative Directors shall send the financial reports including those described
in Paragraph (2) above, all of which shall be audited pursuant to Article 34 hereof, together
with opinions of the Auditor thereon, promptly to the shareholders.
(5) The Joint Representative Directors shall keep on file the documents set forth in Paragraph (2)
above and the examination report of the Auditor at the head office and branch offices of the
Company beginning from one(1) week before the day set for the Ordinary General Meeting of
(6) The Joint Representative Directors shall, without delay, give public notice of the glance sheet
when the documents set forth in (a), (b), and(c) of Paragraph (2) above, have been approved
by the shareholders.
Article 36. Disposition of profit
Subject to Korean laws and regulations, profit for any fiscal period shall be disposed of in the
following of priority :
(1) Establishment of any reserves required by law and such other reserves as may be provided for
herein or decide by 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 37. 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 duly entered in the Register of Shareholders as of
the end of each fiscal period.
Article 38. 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 39. 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 in the General Meeting of Shareholders of this Company, or
with the relevant provisions of the Korean Commercial Code, as the case may be.
Article 40. Separability
If any provisions or portions thereof in these Articles of Incorporation are in contravention of law
and consequently invalid, the other provisions or other parts of provision containing invalid
portions and the valid provisions and parts of these Articles of Incorporation shall not be affected
in any manner whatsoever by the invalid provisions or portions.
Article 41. Language
The English and Korean versions of these Articles shall be equally authentic, but the English
version shall prevail in the event of any conflict or uncertainty of meaning.
PARTY "A" PARTY "B"
ATTEST : ATTEST :