EXHIBIT 1.1
[Translation]
Articles of Incorporation of Mirae Corporation
I. GENERAL PROVISION
Article 1. Corporate Name
The name of the Company shall be "Mirae Sanup Chusik Hoesa" (or MRC),
(hereinafter called the "Company").
Article 2. Business Objectives
The Company shall have the objective to carry out the following
businesses:
1. Manufacture and sale of semi-conductor equipment and related
devices
2. Manufacture and sale of automation equipment
3. Manufacture and sale of electronic precision instruments
4. Manufacture and sale of software
5. Lease of real estate
6. Data base business (internet related business)
7. Electronic communication sales business (electronic commerce
related business)
8. Cable broadcasting business
9. Manufacture and sale of communications equipment
10. Manufacture and sale of measuring instruments for
communications equipment
11. Development and sale of display products
12. Manufacture and sale of lighting related products
13. All business incidental or related to the foregoing
Article 3. Location of Head Office
(1) The Company shall have its head office in Cheon An, Choong
Chung Nam Do.
(2) The Company may establish branches, other business offices or
factories at such places and outside the country, as the
Company may require, by resolution of the Board of Directors
of the Company.
Article 4. Method of Public Notice
Public notices by the Company shall be given in "The Korea Economic
Daily ", a daily newspaper published in Seoul.
CHAPTER II. SHARES
Article 5. Shares of Authorized Capital
The total number of shares to be issued by the Company shall be
351,000,000 shares.
Article 6. Par Value per Share
The par value per share of the Company shall be 100 Won.
Article 7. 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 10,000 shares.
Article 8. Type of Shares
The type of share certificates of the Company shall be registered
common shares and registered preferred shares.
Article 8-2. Preferred Shares
(1) Preferred shares to be issued by the Company shall be
non-voting and the number thereof shall be 35,100,000.
(2) A dividend on preferred shares shall be determined by the
Board of Directors; provided, that such dividend shall not be
less than nine (9) %, nor more than fifty (50) % per annum of
the par value of the share.
(3) If the dividend rate in respect of common shares is higher
than the dividend rate in respect of preferred shares, the
holders of preferred shares shall participate in the
distribution of dividends with respect to such excess portion
based on the same dividend rate applied to common shares.
(4) If dividends on preferred shares are not paid from the
profits of the relevant fiscal year, such unpaid and
accumulated amount shall be preferentially paid to the
holders of preferred shares at the time of payment of
dividends for the following fiscal year.
(5) If the general meeting of shareholders resolves not to pay
dividend on preferred shares, preferred shares shall have
voting rights from the following general meeting of
shareholders until the end of the general meeting of
shareholders at which it is resolved to provide preferential
dividends for preferred shares.
(6) In the case of rights issue, the allocation of new shares in
respect of preferred shares shall be in common shares, and in
the case of bonus issue, the allocation of new shares shall
be the shares of the same kind held.
(7) Preferred shares shall have the duration of five (5) years
from the date of issue and shall be converted into common
shares at the end of such period. However, if the prescribed
dividends have not been distributed during such period, such
period may be extended until distribution thereof is
completed. With respect to the distribution of dividends on
shares issued upon conversion, Article 10-2 shall apply,
mutatis mutandis.
Article 9. Type 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) shares
per certificate.
Article 10. Subscription for New Shares
(1) New shares to be issued by the Company shall be allocated to
the shareholders in proportion to their respective
shareholding ratio.
(2) Notwithstanding Clause (1) above, new shares may be allocated
to persons other than shareholders by a resolution of the
Board of Directors as follows:
1. Up to 30% of the total number of issued and outstanding
shares, if the company issues new shares by a public
offering or causes underwriters to underwrite new
shares pursuant to Article 2 of the Securities and
Exchange Act;
2. If the Company issues new shares due to the exercise of
stock options pursuant to Article 189-4 of the
Securities and Exchange Act;
3. If the Company issues new shares preferentially to
members of the Employee Stock Ownership Association
pursuant to Article 191-7 of the Securities and
Exchange Act;
4. Up to 30% of the total number of issued and outstanding
shares, if the Company issues new shares by a public
offering by a resolution of the Board of Directors in
accordance with Article 189-3 of the Securities and
Exchange Act;
5. Up to 50% of the total number of issued and outstanding
shares, if the Company issues new shares for the
issuance of depositary receipts (DRs) pursuant to
Article 192 of the Securities and Exchange Act;
6. Up to the amount of 3,000,000,000 Won of par value of
the shares, if the Company issues new shares to foreign
investors for the necessity of the management of the
Company pursuant to the Foreign Investment Promotion
Act.
7. To a company in a business alliance with the Company,
if necessary for introducing new technology.
(3) In the event of the abandonment or loss of preemptive right
of any shareholder to subscribe for new shares and fractional
shares arising in the allotment of new shares, the treatment
thereof shall be decided in accordance with a resolution of
the Board of Directors.
(4) Notwithstanding Clause (1) through (3) above, the resolution
of the general meeting of shareholders shall be required for
the following acts of the Company:
1. The issuance of new shares which results in the change
of person having control of the Company. A person
having control over the Company means a person who
directly or indirectly, by means of holding voting
stock of the Company or by a contractual relationship,
exercises practical influence over the Company's
management and policies.
2. The issuance of new shares as consideration for the
acquisition of stock or assets of another company,
where
A. a director or auditor of the Company or person
holding not less than 5% of the total issued and
outstanding shares of the Company has, directly or
indirectly, not less than 5% ownership interest in
the such other company or its assets to be acquired
by the Company; or
B. the issuance by private placement of new shares
totaling not less than 20% of all issued and
outstanding voting shares of the Company.
3. The issuance by private placement of new shares
totaling not less than 20% of all issued and
outstanding voting shares where the offered price is
less than the market price or the Company's net asset
value divided by the number of new shares to be issued;
provided, however, in the event the shares held by a
director or auditor of the Company or a person who has
not less than 5% of the voting stock of the Company
sells shares it holds, such shares shall be added to
the above computation.
Article 10-2. Base Date for Allotment of New Shares
In the event that the Company issues new shares in connection with
an issue for consideration, bonus issue or stock dividend, with
respect to the distribution of dividends on such new shares, such
new shares shall be deemed to have been issued in the fiscal year
immediately preceding the fiscal year during which such new shares
were actually issued.
Article 10-3. Stock Options
(1) The Company may grant stock options to its officers and
employees by a special resolution of the general meeting of
shareholders pursuant to Article 189-4 of the Securities and
Exchange Act, to the extent of fifteen (15) % of the total
number of issued and outstanding shares. Provided, however,
that the Company may grant stock options to its officers and
employees by a resolution of the Board of Directors, to the
extent of not more than 3% of the total number of issued and
outstanding shares. In this case, the Company may grant such
stock options to be linked to the management performance of
the officer or employee or share price index, pursuant to
resolution of a general meeting of shareholders or a meeting
of the Board of Directors.
(2) The officers and employees of the Company, as well as
officers and employees of affiliates of the Company as
defined Article 84-6 (1) of the Presidential Decree under the
Securities and Exchange Act, who may be granted stock options
are such persons who contributed, or has the capacity to
contribute to the establishment, management, international
sales and technical innovation of the Company; provided, that
those who fall under any of the following shall not be
granted such stock options:
1. The largest shareholder (as defined under Article 54-5
(4), Item 2 of the Securities and Exchange Act, the
same definition shall apply in the following provisions
of this Article) and persons specially related to the
largest shareholder (as defined in Article 10-3 (2) of
Presidential Decree under the Securities and Exchange
Act. The same definition shall apply in the following
provisions of this Article), except for those who
became a specially related person (including
non-standing officers of affiliates) by becoming an
officer of the Company (including officers of
affiliates as defined under Article 84-6 (1) of the
Presidential Decree under the Securities and Exchange
Act);
2. Major shareholders (as defined in Article 188 of the
Securities and Exchange Act. The same definition shall
apply in the following provisions of this Article) and
persons specially related to the major shareholders,
except for those who became specially related persons
(including non-standing officers of affiliates) by
becoming an officer of the Company (including officers
of affiliates as defined under Article 84-6 (1) of the
Presidential Decree under the Securities and Exchange
Act);
3. Any person who shall become a major shareholder of the
Company by exercising his/her stock options.
(3) The shares to be issued upon exercise of the stock options
(in the case where the Company pays, in either cash or
shares, in calculating the difference between the exercise
price of stock options and the market price, refers to the
shares which are the basis for such calculation) shall be
common shares in registered form.
(4) The number of officers and employees of the Company who may
be granted stock options shall not exceed ninety (90) % of
the total number of officers and employees in office. Stock
options granted to one single officer or employee shall not
exceed ten (10) % of the total number of issued and
outstanding shares.
(5) The purchase price per share to be acquired by the exercise
of stock options shall not be less than any of the following
prices. In the case where the purchase price is adjusted
after the granting of stock options, the same shall apply.
1. where shares are newly issued, the greater amount
between the following shall be the price:
A. Market price of the shares which is appraised in
accordance with Article 84-9 (2), Item 1 of the
Presidential Decree under the Securities and
Exchange Act as of the date of the granting of
stock options; or
B. Par value of the shares.
2. In cases other than those in Sub-clause 1 above, the
market price of the shares which is appraised in
accordance with Sub-clause 1, Sub-item A above.
(6) The stock options may be exercised within five (5) years from
the date after two (2) years have elapsed from the date a
resolution to grant such stock options is adopted pursuant to
Clause (1) above.
(7) The holder of a stock option may exercise the stock option
after working not less than two (2) years from the date of
the resolution set forth in Clause (1) above. If the holder
of a stock option is deceased or retires or resigns from
office due to causes not attributable to him/her within two
(2) years from the date of the resolution set forth in Clause
(1) above, he/she may exercise the stock option during the
above periods.
(8) The provisions of Article 10-2 shall apply to the dividends
of the new shares issued under the exercise of stock options.
(9) The Company may cancel the issued stock options by a
resolution of the Board of Directors in any of the following
cases:
1. When the relevant officer or employee of the Company
voluntarily retires from his/her office after being
granted stock options;
2. When the relevant officer or employee of the Company
has caused the Company to incur substantial damages due
to his/her willful misconduct or gross negligence;
3. When the stock options may not be exercised due to the
Company's bankruptcy or dissolution; or
4. When any causes for cancellation set forth in the stock
option agreement occurs.
Article 10-4. Public Offering (Deleted)
Article 11. Transfer Agent
(1) The Company shall appoint a transfer agent for the alteration
of entries in the shareholders registry.
(2) The transfer agent, the office of transfer and the scope of
the transfer agent's services are to be determined by the
Board of Directors of the Company and to be publicly
disclosed.
(3) The Company shall keep the shareholders registry or a
duplicate thereof at the office of the transfer agent for
inspection and have the transfer agent handle the recordation
of transfers, the registration and cancellation of a pledge,
the recordation and cancellation of entrusted property, the
issuance of share certificates, the receipt of reports filed
and other administrative activities related to the shares.
(4) The procedures for handling transfer operations of Clause (3)
above shall be in accordance with the applicable regulations
for transfer agents of securities.
Article 12. Shareholder's Name, Address and Report of Seals and Signatures
(1) All shareholders and registered pledgees shall report their
names, addresses, seals and signatures to the transfer agent
mentioned in Article 11.
(2) Any shareholder or registered pledgee who resides overseas
shall report to the transfer agent a designated
representative and the location in the Republic of Korea
where notifications can be received.
(3) All shareholders and registered pledgees shall report to the
transfer agent any changes in regard to Clause (1) and (2)
above.
Article 13. Closing of Shareholders Registry and the Record Date
(1) Entries of alterations in the shareholders registry shall be
suspended from January 1 to January 31 of each year.
(2) The Company shall allow the shareholders who are entered into
the registry of shareholders by December 31 of each year, to
exercise their rights thereof at the ordinary general meeting
of shareholders.
(3) The Company may, by a resolution of the Board of Directors,
set the record date or close the registry of shareholders for
a certain period not exceeding three (3) months by giving at
least two (2) weeks' prior public notice; provided, that if
the Board of Directors deems it necessary, the Company may
close the registry of shareholders and set the record date at
the same time.
CHAPTER III. BOND
Article 14. Issuance of Convertible Bonds
(1) In any of the following cases, the Company may issue
convertible bonds to persons other than shareholders by a
resolution of the Board of Directors to the extent that the
aggregate face value amount of the convertible bonds shall
not exceed 200,000,000,000 Won.
1. where the Company issues convertible bonds by a general
public offering;
2. where the Company issues convertible bonds for the
purpose of soliciting foreign investment if it is
necessary for management of the company in accordance
with the Foreign Investment Promotion Act;
3. where the Company issues convertible bonds to a company
in a business alliance with the Company for the purpose
of introducing new technology;
4. where the Company issues convertible bonds to a
domestic financial institution to urgently furnish
funds; or
5. where the Company issues convertible bonds in foreign
countries in accordance with Article 192 of the
Securities and Exchange Act.
(2) Convertible bonds mentioned in Clause (1) above may be issued
with partial conversion rights.
(3) The shares to be issued upon conversion shall be common
shares and the conversion price shall not be less than the
par value of the share as determined by the Board of
Directors at the time of issuance of the relevant convertible
bonds.
(4) The period in which conversion may be made shall be from the
day following the date of issuance of the convertible bonds
to the day immediately before the date of maturity; provided,
that the period can be adjusted by decision of the Board of
Directors during the aforesaid period.
(5) As for the interest on bonds or dividend on the shares to be
issued due to conversion, Article 10 (2) shall apply, mutatis
mutandis.
Article 15. Issuance of Bonds with Warrants
(1) In any of the following cases, the Company may issue bonds
with warrants to persons other than shareholders by a
resolution of the Board of Directors to the extent that the
aggregate face value amount of the bonds with warrants shall
not exceed 200,000,000,000 Won.
1. where the Company issues bonds with warrants by a
general public offering;
2. where the Company issues bonds with warrants for the
purpose of soliciting foreign investment if it is
necessary for management of the company in accordance
with the Foreign Investment Promotion Act;
3. where the Company issues bonds with warrants to a
company in a business alliance with the Company for the
purpose of introducing new technology;
4. where the Company issues bonds with warrants to a
domestic financial institution to urgently furnish
funds; or
5. where the Company issues bonds with warrants in foreign
countries in accordance with Article 192 of the
Securities and Exchange Act.
(2) The amount of new shares for which the holders of bonds with
warrants can subscribe shall be determined by the Board of
Directors; provided, that the maximum amount of new shares to
be subscribed by the holders of bonds with warrants shall not
exceed the aggregate par value of bonds with warrants.
(3) The shares to be issued upon exercise of warrants shall be
common shares and the issue price shall not be less than the
par value of the shares as determined by the Board of
Directors at the time of issuance of the relevant bonds with
warrants.
(4) The period in which a bond holder may exercise his/her
warrant shall be from the day following the date of issuance
of bonds with warrants to the day immediately before the date
of maturity; provided, that the period can be adjusted by
decision of the Board of Directors within the aforesaid
period.
(5) As for the dividend on the shares to be issued due to
conversion, Article 10-2 shall apply, mutatis mutandis.
Article 16. Rules Governing the Issuance of Bonds.
Articles 11 and 12 shall apply, matatis mutandis in the case of the
issuance of bonds.
CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS
Article 17. Convening of Meeting and Notice
(1) General meeting of the shareholders of the Company shall be
of two types: Ordinary and Extraordinary.
(2) Ordinary general meetings of shareholders shall be convened
within three (3) months after the close of each fiscal year
and extraordinary general meeting of shareholders shall be
convened when necessary.
Article 18. Person Authorized to Convene Meeting
(1) Except for provisions provided for in other laws and
regulations, the general meeting of shareholders shall be
convened by the representative director of the Company in
accordance with a resolution of the Board of Directors.
(2) If the representative director is unable to perform his/her
duty, Article 34 (2) shall apply, mutatis mutandis.
Article 19. Notice and Public Notice of Convening of General Meeting
(1) When convening a general meeting of shareholders, a written
notice or e-mail thereof setting 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 such meeting.
(2) In lieu of written notice or e-mail of convening general
meeting of shareholders, for shareholders holding not more
than one (1) % of the total number of shares with voting
rights issued and outstanding, public notice may be made
which shall include the time, place and agenda of the
meeting, given at least twice in "The Korea Economic Daily"
and "Maeil Business Newspaper" published in Seoul, two (2)
weeks prior to the meeting.
Article 20. Place of Meeting
The general meeting of shareholders shall be convened at the head
office or, if necessary, a place nearby.
Article 21. Presiding Officer
(1) The representative director shall preside over all general
meetings of shareholders.
(2) In case the representative director is unable to perform
his/her duties, Article 34 (2) shall apply, mutatis mutandis.
Article 22. Maintenance of Order by the Presiding Officer
(1) The presiding officer of a general meeting of shareholders
may order persons, who intentionally disturb or distract the
proceedings of the meetings to desist or leave the place of
the meeting.
(2) The presiding officer 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.
Articles 23. Voting Right
Each shareholder shall have one (1) vote for each share owned.
Articles 24. Limited Voting Rights
If the Company, its parent company or subsidiary owns not less than
ten (10) % of the outstanding shares of another company, then the
Company's shares held by such other company shall not have voting
rights.
Articles 25. Exercise of Vote in Disunity
(1) In the event that a shareholder who has two (2) or more votes
desires to exercise them in disunity, such a shareholder
shall give written notice to the Company containing the
intention of so doing and the reasons therefor three (3) days
prior to the meeting of shareholders.
(2) The Company may reject such exercise of vote in disunity by a
shareholder unless the shareholder acquires the shares in
trust or otherwise holds the shares for and on behalf of
another person.
Articles 26. Voting by Proxy
(1) A shareholder may exercise his/her vote by proxy.
(2) The proxy in the above clause shall present a power of
attorney prior to the opening of the general meeting of
shareholder.
Article 27. Method of Resolution
Except as otherwise provided by law, all resolutions of general
meetings of shareholders shall be adopted by the affirmative vote of
the majority of shareholders present at the meeting; provided,
however, that the number of such votes shall be one fourth (1/4) or
more of the issued and outstanding shares of the Company.
Article 27-2. Exercise of Vote in Writing (Deleted)
Article 28. Minutes of General Meeting
The proceedings and conclusions of each general meeting of
shareholders shall be recorded in minutes on which the names and seals
of the presiding officer and the directors present at the meeting
shall be affixed, and shall be kept at the head office and branch
offices of the Company.
CHAPTER V. DIRECTORS, BOARD OF DIRECTORS
Article 29. Number of Directors
The Company shall have at least three (3) but not more than seven (7)
directors and not less than twenty five (25) % of the directors shall
be outside directors.
Article 30. Election of Directors
(1) Directors shall be elected at and by the general meeting of
shareholders.
(2) The election of directors shall be adopted by the affirmative
votes of the majority of the shareholders present at the
general meeting of shareholders; provided, however, that the
number of such votes shall be one-fourth (1/4) or more of the
issued and outstanding shares of the Company.
(3) Even in the case where two or more directors are elected,
cumulative voting as provided in Article 382-2 of the
Commercial Act shall not apply.
(4) The directors shall be divided into standing and
non-standing. Of the non-standing directors, at least two
shall be outside directors; provided, however, a person
falling under the following may not be an outside director:
1. One who is an officer or employee of the Company or its
subsidiary.
2. One who due to his/her position in relation to the
Company shall be prevented from exercising independent
judgment in carrying out the duties of a director.
Article 31. Term of Office
The term of office of the director shall be three (3) years;
provided, that the term of office of the directors shall be extended
up to the close of the ordinary general meeting of shareholders
convened in respect of the last fiscal year of such term of office,
in case his/her term of office shall terminate prior to the ordinary
general meeting of shareholders.
Article 32. Vacancy in the Office of Directors
(1) Any vacancy in the office of the director shall be
filled by a resolution of a general meeting of
shareholders. However, if the number of directors
required is met in accordance with Article 29 hereof
and there is no difficulty in the administration of
business, the vacancy may be left unfilled.
(2) In the event an outside director resigns, passes
away or is otherwise terminated for cause, and
the number of outside directors required is not
met in accordance with Article 29 hereof, the
Company shall fill such vacancy in the office of
outside director at the next general meeting of
shareholders.
Article 33. Election of the Representative Director and etc.
A representative director, vice president, senior managing director
and managing director may be elected by a resolution of the Board of
Directors.
Article 34. Duties of Directors
(1) The representative director shall represent the Company and
shall oversee all affairs of the Company.
(2) The vice president, senior managing director, managing
director and director shall assist the representative
director and shall perform their respective duties determined
by the Board of Directors. In the event that the
representative director is unable to perform his/her duties,
the next person in the line of order as mentioned above shall
act as the representative director.
Article 34-2. Director's Obligation to Report
(1) Each director shall report to the Board of Directors of
his/her execution of duties at least once every three (3)
months.
(2) If a director is or becomes aware of any facts that is likely
to be a material detriment to the Company, he/she shall
immediately report it to the audit committee.
Article 35. Duties of Auditors (Deleted)
Article 36. Auditor's Report (Deleted)
Article 37. Board of Directors
(1) The Board of Directors shall consist of directors and shall
resolve all important matters relating to the Company.
(2) The meeting of the Board of Directors shall be convened by
the representative director or by other director(s) appointed
by the resolution of the Board of Directors, who shall give
notice to each director at least two (2) days prior thereto;
provided, that such notice may be omitted with the consent of
all directors.
(3) The chairman of the Board of Directors shall be the one
authorized to convene meetings of the Board of Directors
pursuant to Article 37 (2) hereof.
Article 37-2. Audit Committee (Deleted)
Article 38. Resolution of the Board of Directors
(1) The presence of the majority of all directors shall
constitute a quorum for a meeting of the Board of Directors
and the resolutions of the Board of Directors shall be
adopted by the affirmative vote of at least a majority of the
Directors present at the meeting.
(2) The Board of Directors may allow all or part of the directors
in office to exercise his/her and/or their voting right by
telecommunication means through which they may transmit and
receive visual images and voices at the same time without
attending a meeting of the Board of Directors in person. In
such case, the concerned director(s) shall be deemed as
having attended the meeting of the Board of Directors in
person.
(3) A director having special interest with respect to a
resolution shall not exercise his/her voting right.
Article 39. Minutes of the Board of Directors' Meeting
(1) The substance of the proceedings of the Board of Directors
shall be recorded in the minutes.
(2) The minutes of the Board of Directors' meeting shall include
the agenda for the meeting, the progress of resolutions, the
actual resolution, dissenting opinions and reasons therefore,
on which the names and seals of all directors present at the
meeting shall be affixed.
Article 39-2. Committees
(1) The Company shall have committees within the Board of
Directors as follows:
1. a management committee;
2. a remuneration committee;
3. an audit committee; and
4. an outside director candidate recommendation committee
(2) The composition, authority, operation and other details
pertaining to each committee shall be determined by a
resolution of the Board of Directors.
(3) The provisions of Articles 37, 38 and 39 herein shall apply
to the committees.
Article 40. Remuneration and Severance Allowance of Directors
(1) The remuneration for directors shall be determined by
resolutions of the general meetings of shareholders.
(2) Severance allowances for directors shall be paid in
accordance with the Officer's Severance Pay Regulations of
the Company adopted by resolution of a general meeting of
shareholders.
Article 41. Counselor and Advisor
The Company may retain counselor(s) or advisor(s) by resolution of
the Board of Directors.
CHAPTER VI. AUDIT COMMITTEE
Article 41-2. Composition of the Audit Committee
(1) The Company shall in lieu of a statutory auditory have an
audit committee as set forth in Article 39-2 above.
(2) The audit committee shall be comprised of at least three (3)
directors.
(3) At least two-third (2/3) of the members of the audit
committee shall be outside directors, and those members that
are not outside directors shall fulfill requirements of
Article 54-6 (3) of the Securities and Exchange Act.
(4) The largest shareholder or a specially related person who
holds more than three (3) % of the total number of voting
shares (including shares beneficially owned and shares for
which the voting rights are assigned to them) issued by the
Company shall not be permitted to exercise the voting rights
of the shares in excess thereof to elect or dismiss an audit
committee member who is not an outside director.
(5) The audit committee shall by its resolution appoint a
chairman who shall represent the audit committee. The
chairman shall be an outside director.
Article 41-3. Duties of the Audit Committee
(1) The audit committee shall examine the accounts and business
of the Company.
(2) The audit committee may require the Board of Directors to
convene an extraordinary general meeting of shareholders by
submitting a document which states the agenda of and reasons
for convening such meeting.
(3) The audit committee may request the Company's subsidiary to
report the details of its operations, if deemed necessary for
the performance of its duties. In such case, if the
subsidiary fails to immediately report the details or if the
Company deems it necessary to confirm the details, the
auditors may investigate the subsidiary's business operation
and financial status.
(4) The audit committee shall be authorized to approve the
appointment of independent auditors.
(5) The audit committee shall take care of matters other than
those set forth in Clauses (1) through (4) above as
designated by the Board of Directors.
Article 41-4. Audit Report
The audit committee shall maintain a record of its audit activities
in an audit report. The audit report shall contain the audit
procedures performed and results of the audit, and the name and seal
or signature of the audit committee member(s) who have performed
such audit shall be affixed to the audit report.
CHAPTER VII. ACCOUNTING
Article 42. Fiscal Year
The fiscal year of the Company shall be from January 1 to December
31 of each year.
Article 43. Preparation of Financial Statements, Etc.
(1) The representative director shall prepare for the following
documents, supplementary schedules and business report and
have them audited by the audit committee at least six (6)
weeks before each ordinary general meeting of shareholders.
The following documents, supplementary schedules and business
report shall be submitted to the ordinary general meeting of
shareholders.
1. Balance sheet;
2. Income statement; and
3. Statements of appropriation of retained earnings or
statements of disposition of deficit.
(2) The audit committee shall submit an audit report thereof to
the representative director three (3) weeks prior to the
ordinary general meeting of shareholders.
(3) The representative director shall keep the documents
described in Clause (1) above, its supplementary schedules,
business report and audit report for five (5) years from the
date which is two (2) weeks prior to the ordinary general
meeting of shareholders at the head office; keep the copies
of those documents listed hereof for three (3) years at
branch offices of the Company; and deliver the documents
described in Clause (1) above and business report to the
shareholders at least two(2) weeks prior to the ordinary
general meeting of shareholders; provided, however, delivery
may be omitted to shareholders who hold not more than 1% of
the total number of issued and outstanding voting stock.
(4) The representative director shall, without delay, give public
notice of the balance sheet and audit report of the
independent auditor as soon as the documents described in the
Clause (1) above are approved by the general meeting of
shareholders.
Article 43-2. Appointment of Independent Auditors
With respect to the appointment of independent auditors, the Company
shall appoint independent auditors pursuant to the provisions of the Act on
External Auditors of Stock Companies by obtaining approval of the audit
committee and shall report the appointment of independent auditors at the first
ordinary general meeting of shareholders held thereafter.
Article 44. Appropriation of Profits
The profits as at the end of each fiscal year of the Company shall
be appropriated as follows:
1. Legal reserves;
2. Other statutory reserves;
3. Dividends;
4. Voluntary reserve; and
5. Other retained earnings to be appropriated.
Article 45. Payment of Dividends
(1) Dividends may be paid in either cash or shares.
(2) In the case where the dividends are distributed in shares, if
the Company issues several types of shares, such distribution
may be made through shares of different types by a resolution
of a general meeting of shareholders.
(3) Dividends mentioned in Clause (1) above shall be paid to the
shareholders or pledgees registered in the shareholders
registry of the Company as of the last day of each fiscal
year.
Article 46. Right to Request the Payment of Dividends
(1) The right to request the payment of dividends shall be
effective for five (5) years and if the right is not
exercised within such period, the right shall become void.
(2) Dividends shall be returned to the Company if the payment of
dividends is not requested for during the period set forth in
clause (1) above.
ADDENDUM
These Articles of Incorporation shall become effective as of March 21, 1996.
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 21, 1996; provided, however, that the
amended portions of Article 12, Article 27, Article 28,
Article 30, Article 31, Article 34-2, Article 35, Article 36,
Article 39, and Article 45 shall become effective as of
October 1, 1996. The amended portion of Article 10-2 shall
become effective in the fiscal year which first commences
after the date of amendment of these Articles of
Incorporation.
2. (Application regarding the issuance of convertible bonds and
issuance of bonds with warrants) The amended portion of
Article 14 and Article 15 shall apply to the bonds issued
after the effective date of these Articles of Incorporation.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 14, 1997.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of December 16, 1997.
2. (Application regarding the issuance of convertible bonds and
issuance of bonds with warrants) The amended portion of
Article 14 and Article 15 shall apply to the bonds issued
after the effective date of these Articles of Incorporation.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of February 28, 1998.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 13, 1999; provided, however, that the
amended portion of Article 30 (3) shall become effective as
of June 29, 1999.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of October 5, 1999.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 25, 2000.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 24, 2001.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 22, 2002.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 21, 2003.
ADDENDUM
1. (Effective Date) These Articles of Incorporation shall become
effective as of March 19, 2004.