the articles of association

  • Chapter 1 General Rules
    Chapter 2 stocks
    Chapter 3 debenture
    Chapter 4 General Meeting of Shareholders
    Chapter 5 Director
    Chapter 6 Audit
    Chapter 7 Calculation
    Chapter 8 Guitar
    a supplementary rule

Article 1 (mutual)
The Company shall refer to it as “Autoin” and in English it shall be marked (autoin Inc.).
Article 2 (Objective)The Company intends to carry out the following projects:1.

Database and online information delivery business

2.

Computer Programming Service

3.

Application software development and delivery

4.

e-commerce business

5.

commodity general brokerage

6.

the production of advertising films and videos

7.

advertising agency

8.

exhibition and event agency

9.

All subsidiary projects related to each of the above issues

Article 3 (Installation of the main branch location and branch office, etc.)

The company keeps its main branch in Daegu Metropolitan City.

The Company may, as necessary, have branches, business places, offices, local corporate bodies, etc. before and after the main branch with the resolution of the Board of Directors.

Article 4 (Publication method)
The company’s announcement is posted on the company’s Internet homepage athttp://www.eautoin.com However, if it is not possible to make a public announcement on the company’s website due to computer problems or other unavoidable reasons, it is published in the daily daily daily newspaper published in Daegu Metropolitan City.
Article 5 (Total shares scheduled to be issued)
The total number of shares to be issued by the Company shall be 1,000,000.
Article 6 (A week’s amount)
The amount of one share issued by the company shall be 100 won gold.
Article 7 (Total shares issued at the time of establishment)
The total number of shares issued by the Company at the time of its establishment shall be 100.
Article 8 (Type of shares and sovereignty)
The type of shares to be issued by the company per day shall be common stock. The types of sovereignty to be issued by the Company shall be eight types of sovereignty, one hundred, one hundred, one thousand and one thousand.
Article 9 (New Sovereignty)

The shareholders of our company have the right to assign new shares in proportion to the shares he owns in issuing new shares.

Notwithstanding the provisions of the preceding paragraph, in each of the following cases, the Board of Directors may determine the proportion of new shares to be allocated or the person to be assigned new shares.
1. In case new shares are issued in the form of a general public offering increase by resolution of the Board of Directors;
2. In case a new stock is allocated to the members of our Employee Shareholder Union first
3. Issuing new shares due to the exercise of the share purchase option
4. In case new shares are issued in accordance with the provisions of the Capital Market Act (DR)
5. In case the company prioritizes new shares to foreign corporations or individuals in order to attract foreign investment in need of management;
6. In case the total number of shares to be issued to new technology business finance companies and new technology investment cooperatives, small business start-up investment companies under the Support for Small Business Start-ups Act, and institutional investors under the regulations of the Small Business Start-up Investment Association and the Corporate Tax Act are allocated to the total number of shares to be issued to the institutional investors.
7. In case the company allocates new shares according to strategic alliances, such as the introduction of high-tech technologies, business diversification, overseas advancement and smooth financing;
8. Where necessary to achieve the management objectives of other companies, such as the introduction of new technologies and the improvement of financial structure;

In the event that a shareholder gives up or loses some or all of the warrants and that a single share occurs in issuing new shares, the method of treatment shall be determined by the Board of Directors.

Article 10 (Capital transfer of reserve funds)
In principle, the company shall issue new shares based on the capital transfer of the reserve fund in accordance with the resolution of the board of directors, but it may also do so under the resolution of the shareholders meeting if the company is in management or other need.
Article 11 (the issue price of shares)
In issuing new shares, some or all of them may be made at an amount above the price or face value, at which time the issue price shall be determined by the Board of Directors.
Article 12 (General public subscription witness, etc.)

The Company may issue new shares under the resolution of the Board of Directors in accordance with the method prescribed in the provisions of the Capital Market and the Financial Investment Business Act within the scope of the total number of shares to be issued.

The Company may issue Stock Depository Certificates (DRs) with the resolution of the Board of Directors in accordance with the provisions of the Act on the Capital Market and Financial Investment Business to the extent not to exceed the total number of shares to be issued.

The Company may issue new shares with a resolution of the Board of Directors for foreign investment under the Foreign Investment Promotion Act, which is required by management, within the scope of the total number of shares to be issued.

If new shares are issued by the method of paragraphs 1 to 3, the type and number of shares to be issued and the price to be issued shall be determined by the resolution of the Board of Directors. However, in this case, the issue price of new shares should be higher than the price specified in the capital market and the legal provisions on the financial investment business.

Article 13 (Share purchase option)
1 In the event that a director, executive officer, auditor, or employee of an incumbent company who can contribute or contribute to the establishment of the company, management and innovation of the company as a special decision of the shareholders meeting are required to acquire a new share at a predetermined price (the exercise value of the share purchase option), or the exercise of the right or share purchase option is less than the actual value of the shares, the entity may pay or transfer the amount of the shares as a difference. However, the following parties may not be granted share purchase options:
1. Shareholders with not less than 10/100 of the total outstanding shares excluding those without voting rights;
2. A person who has virtually influence over major management matters of the company, such as directors, executive officers, and the appointment and dismissal of auditors;
3. Direct relation with the spouse of the person specified in paragraphs 1 and 2 above; and
2 In the case of subparagraph 1, shares to be granted by exercise of the share purchase option shall be ordinary shares and the total number shall not exceed 10/100 of the issued shares of the Company, and this share purchase option shall not be granted to all employees and employees who are in office at the same time.
3 The exercise value of the share purchase option shall be not less than the value of the following:
1. If new shares are issued, the actual value of the shares as of the date of grant of the share purchase option or the par value of the shares are the higher of the
2. The actual value of a share based on the grant date of the share purchase option in the event of the transfer of one’s own shares
4 The exercise period of the share purchase option must be two years or more from the date of the resolution of the shareholders’ meeting before it can be exercised.
5 The grant of share purchase options may be cancelled by the Board of Directors’ decision if:
1.a director, executive officer, auditor, and employee granted the option of stock purchase have retired or retired according to their own will;
2. In case directors, executive officers, auditors, and employees who are granted stock purchase options have caused significant damage to the company by intentional or negligence;
3. In case the company fails to accept the share purchase option exercise due to bankruptcy or dissolution of the company;
4. In the event that the Company establishes a full parent company through the comprehensive exchange of shares and other share purchase options entered into with the person granted the option to buy stocks
In case the reason for cancellation specified in the grant agreement occurs
Article 14 (Date of New Share’s Dividend)
In the event that the Company issues new shares by paid-in capital increase, free capital increase or stock dividend, the allocation of profits to new shares shall be deemed to have been issued at the end of the business year immediately prior to the date of issue of new shares.
Article 15 (Director of the Order)
The Company shall have a certificate agent in the name of the Stock.
The scope of the office handling place and agency work shall be determined by the resolution of the Board of Directors.
3 The name of the company’s stockholder list or its replica shall be placed in the office handling place of the authorized representative and shall be treated by the name of the stock, the registration or termination of the right, the presentation or termination of the trust property, the issuance or receipt of the sovereignty, and other matters concerning the stock.
4 The procedures for office handling under paragraph 3 shall follow the provisions concerning the proxy of the name opening and handling of securities under the name of the agent.
Article 16 (Report addresses, names, approvals, signatures, etc.)
1 The Stockholder and the Registrar shall report their name, address and recognition or signature to the authorized representative under Article 15.
2 Shareholders and registrants residing in foreign countries shall select and report the place and agent to receive notification in the Republic of Korea.
3 The same is true for changes in paragraphs 1 and 2.
Article 17 (Re-issuance of Sovereignty)
1 If a claim is made for the issue of new sovereignty due to the misuse or division of sovereignty, it shall be signed or signed on the company’s specific invoice and submitted with its sovereignty attached. However, if it is difficult to identify the authenticity due to severe miscalculation or damage, follow the example of loss as provided in the following paragraph.
2 In the event that the entity intends to claim the re-issuance of the sovereignty due to the loss of the sovereignty, the company shall submit a copy of the decision of the prohibition against the loss of sovereignty to the company’s claim.
Article 18 (Fees)
The company shall handle the name of the stock for free, and in the case of reissuance of the sovereignty due to the division and reissuance of the stock, it may collect a specified fee in accordance with the resolution of the Board of Directors.
Article 19 (Shutdown of the stockholders’ names and the date of their standard)
1 The Party shall suspend the change in the listing of its shareholders on rights from 1 January to 7 January every year.
2 The Party shall exercise its rights to the shareholders listed on the final shareholder list on December 31 every year at the
3 The Party may suspend the change in the listing of shareholders on the date specified by the resolution of the Board of Directors in March or suspend the change in the stockholders’ list on the date specified by the resolution of the Board of Directors. If the Board of Directors acknowledges that it is necessary, it may exercise its right and designate a change in the listing of shareholders and a standard date. The company shall announce this two weeks in advance.Chapter 3 debenture
Article 20 (collection of private bonds)
1 The Company may, by resolution of the Board of Directors, recruit private loans.
2 The types of debentures are three: general, convertible, and bond with warrant.
Article 21 (Director Company)
The Board of Directors may appoint a trustee company to collect private loans.
Article 22 (the issue of convertible bonds)
1 The Party may issue convertible bonds to shareholders and persons other than the Stockholder under the resolution of the shareholders’ meeting in each of the following cases:
1. Issuing convertible bonds by the method of general public offering;
2. Issuing convertible bonds to foreign entities or individuals in order to attract foreign investment required by management;
3. In case the company issues convertible bonds to domestic and foreign corporate or individual investors according to the appropriate price at the time of the resolution issued by the Board of Directors in accordance with the urgent need for raising funds in management;
2 For convertible bonds under paragraph 1, the Board may also issue them on the condition that only a portion of them are granted conversion rights.
3 The shares issued by the conversion shall be designated as registered common shares and the conversion value shall be determined by the Board of Directors upon issue of the debenture at the face value of the shares or more.
4 The period for which conversion can be requested shall be from the day after the date of issue of the debenture to the date immediately before the repayment date. However, within the above period, the transition claim period may be adjusted by the resolution of the Board of Directors.
5 The provisions of Article 14 apply with respect to the dividend on shares issued by conversion and the payment of interest on convertible bonds.
6 In issuing convertible bonds, matters other than all provisions shall be decided by the resolution of the Board of Directors.
Article 23 (A bond with warrant)
1 The Party may issue bonds with warrants to persons other than its shareholders under the resolution of the Board of Directors in each of the following cases:
1. Issuing bonds with warrants by the method of general public offering;
2. Issuing bonds with warrants to foreign entities or individuals in order to attract foreign investment required by management
3. In case the company issues bonds to domestic and foreign corporate or individual investors based on the appropriate price at the time of the decision of the Board of Directors to raise funds urgently in management;
2 The amount that can be claimed by the Board of Directors shall not exceed the face value of the bond.
3 The shares issued by the exercise of warrants shall be designated as registered common shares and the proceeds shall be determined by the Board of Directors upon issue of debentures at face value or higher.
4 The period during which the warrants can be exercised shall be from the day after which the bond is issued to the day immediately before the repayment date. However, within the above period, the exercise period of the warrants may be adjusted by the resolution of the Board of Directors.
5 The allocation of profits to shares issued by the exercise of warrants shall comply with the provisions of Article 14.
6 In issuing bonds with warrant, matters other than the preceding paragraph shall be decided by the resolution of the Board of Directors.
Article 24 (Reference on the Issuing of Private Bonds)

Article 15 (Director of the Order)

Article 16 (address, name and seal of shareholders, etc.)

The provisions of shall apply to the issuance of private bonds.

Chapter 4 General Meeting of Shareholders

Article 25 (Following time)
The shareholders’ meetings of the party’s companies will be held as regular shareholders’ meetings and temporary shareholders’ meetings.
2 Regular shareholders’ meetings shall be convened within three months after the end of each business year, and temporary shareholders’ meetings shall be convened as required by the Board of Directors’ resolutions or other statutes.
Article 26 (the person who is in charge of the house arrest)
1 The convening of a shareholders’ meeting shall be convened by the Representative Director in accordance with the resolution of the Board of Directors, except where there are other provisions in the statute.
2 In the event of notice of director, the provisions of Article 45 paragraph 4 shall apply.
Article 27 (Post notification and announcement)

1 In convening a shareholders’ meeting, a notice shall be sent in writing or in electronic documents to the designated shareholders 10 days before the general meeting date. However, this period may be shortened to the written, telegraphic or electronic consent of all shareholders before the General Assembly. However, when all shareholders agree, the shareholders’ meeting may be held without convening.
2 Notices for shareholders who own less than one-hundredth of the total number of issued shares with voting rights may be posted more than twice in accordance with the public notice method registered with the purpose of the meeting or to the electronic public notice system operated by the Financial Supervisory Service or the Korea Exchange, indicating that the shareholders’ meeting will be convened two weeks ago.

Article 28 (Households)
In principle, shareholders’ meetings will be held at the main branch’s location, but they can also be held in its adjacent areas
Article 29 (Chairman of the General Stockholders’ Meeting)
1 The chairman of the shareholders’ meeting shall be the CEO.
2 When a representative director is notified, the provisions of Article 45 Paragraph 4 shall apply.
Article 30 (Chairman’s right to maintain order)
1 The Chairman of the Stockholders’ Meeting may order the suspension or departure of any remarks at the shareholders’ meeting that cause the order to be significantly disorganized, such as making remarks or actions intended to interfere with the proceedings.
2 The Chairperson of the shareholders’ meeting may limit the time and recovery of the shareholders’ remarks when he or she has admitted that it is necessary to facilitate the proceedings.
Article 31 (Stateholders’ voting rights)
Shareholders’ voting rights shall be one for each share of the shares with voting rights.
Article 32 (Limiting voting rights for mutual stocks)
In the event that the Company, its parent Company and its subsidiaries or subsidiaries have shares in excess of one tenth of the total number of shares issued by another company, the Company’s shares held by that other company have no voting rights.
Article 33 (the event of non-unification of the right to vote)
1 When shareholders with voting rights of two or more intend to exercise their voting rights in non-unification, they shall notify the company in writing three days before the meeting date.
2 A company may refuse to exercise non-unification of its shareholders’ voting rights. However, this is not the case if the stockholder has taken over the trust of the stock or has the stock for others.
Article 34 (A proxy exercise of the right of decision)
1 Shareholders may have their voting rights exercised by their representatives.
2 The agent under paragraph 1 shall submit to the company a written statement certifying its proxy rights before the date of commencement of the shareholders’ meeting.
Article 35 (Decision method of shareholders’ meeting)
The resolution of the shareholders’ meeting shall be made by a majority of the voting rights of the shareholders present, except in the case of other provisions in the Act or the articles of association, but not less than a quarter of the total number of shares issued.
Article 36 (exercise of voting rights by letter)
1 Shareholders may exercise their voting rights in writing without attending the general meeting.
2 In the case of paragraph 1, the company shall attach the written and reference materials necessary for the exercise of shareholders’ voting rights to the general meeting’s notice of convening.
3 Shareholders who wish to exercise their voting rights in writing shall submit to the company by the date before the meeting, stating the necessary matters in the letter of paragraph 2.
Article 37 (the minutes of the general shareholders’ meeting)
The intention of the shareholders’ meeting shall include the details and progress of the proceedings in the minutes and shall be kept in the main office by the chairman and the director present on the date of appointment or signature.Chapter 5 Director
Article 38 (the head of directors)
The director of our company shall have three or more members. However, if the company’s capital is less than 1 billion won, it can be divided into two or one person.
Article 39 (Administration of the Director)
1 Directors shall be appointed at a shareholders’ meeting.
2 The appointment of directors shall be made by a majority of the voting rights of the shareholders present, and not less than a quarter of the total number of shares issued.
3 In cases where more than two directors are appointed, the intensive voting system specified by the Commercial Act shall not be applied.
Article 40 (the term of director)
The director’s term of office will be three years. However, if the term expires before the regular shareholders’ meeting on the settlement period after the end of the final settlement period, the term shall be extended until the end of the general meeting.
Article 41 (the line of directors)
1 When vacancies occur among directors, they shall be appointed at a shareholders meeting. However, in the event that the re-executive member does not fall short of the original number stipulated in Article 38 of this charter despite the absence of a vacancy, he may suspend or delay the appointment of the re-assessment line if there is no interruption in the performance of his/her duties.
2 The term of a director appointed by a supplementary member shall be calculated from the date of his inauguration.
Article 42 (Administration of the Representative Director, etc.)
1 By resolution of the Board of Directors, one person or a representative director may be appointed.
2 By resolution of the Board of Directors, directors may be appointed to hold positions such as chairman, vice chairman, president, vice president, executive director, executive director, etc.
Article 43 (the duties of directors)
1 The Representative Director represents the Party Company and oversees its affairs. However, when the Representative Director is in his or her lifetime, he or she shall decide to represent the Representative Director individually or jointly by resolution of the Board of Directors.
2 The chairman or vice chairman may respond to the president’s advice or present his opinions to the president on important matters of management.
3 The Vice President, Executive Director, Managing Director and Director shall assist the President and conduct the Company’s affairs in a makeup as provided by the Board of Directors.
4 In the event of a representative director’s declaration, other directors or directors shall assume the position in the order of paragraph 3. above.
Article 44 (Reporting obligations of directors)
The director shall immediately report this to the auditor when he finds out that there is a risk of a significant loss to the company.
Article 45 (Composition and convening of the Board of Directors)
1 The Board of Directors shall be composed of directors and shall resolve the importance of the Company’s affairs.
2 The Board of Directors shall convene seven days before the date of the meeting by notice to the respective directors and auditors in writing or in electronic documents when there is a designated director of the Board of Directors or directors by the Board of Directors. However, the call-up procedure may be omitted when all directors and auditors agree.
3 The Chairperson of the Board of Directors shall be the person who convenes the Board of Directors pursuant to paragraph 2.
Article 46 (Meeting by means of communication)
1 The Board of Directors may allow all directors to participate in the resolution by the number of communications transmitting and transmitting video and voice at the same time without all or part of the directors attending the meeting directly. In such a case, the director is deemed to have attended the board meeting directly.
2 When a meeting is conducted by the method described in the preceding paragraph, the facts shall be recorded in the minutes of the meeting.
Article 47 (The Council’s Resolution Method)
1 The resolution of the Board of Directors shall be made by the majority of the directors present and by the majority of the members present.
2 No person with any particular interest in the resolution of the Board of Directors shall exercise his or her voting rights.
Article 48 (the minutes of the board meeting)
1 In relation to the intention of the Board of Directors, the minutes shall be drawn up.
2 The minutes of the proceedings shall indicate the doctor’s agenda, method of progress, and consequently the objectors and their reasons, and shall be signed or signed by directors and auditors present.
Article 49 (Reward of directors and severance pay)
1 The compensation of directors shall be set by a resolution of the shareholders’ meeting. However, remuneration for the employees’ work shall be commensurate with other employees in moving the employees’ work.
2 The payment of the director’s severance pay shall be in accordance with the Regulations for the Payment of Executives Retirement Benefit, which has been resolved by the shareholders’ meeting.
3 The severance pay in the preceding paragraph shall be not less than the amount prescribed in the Minimum Labor Standards Act.
Article 50 (Counseling Station and Advisor)
1 The Party may have some counselors or advisors with the resolution of the Board of Directors.
2 Counselors and advisers who do not work full-time shall not be registered
Chapter 6 Audit
Article 51 (audit)
The audit of the company shall be conducted by more than one person. However, if the company’s capital is less than 1 billion won, it may not be audited. In the case of the proviso clause, the shareholders’ meeting will monitor and supervise the director’s work.

Article 52 (the term of audit)
The term of the auditor shall be until the end of the regular shareholders’ meeting on the final settlement period within three years of his inauguration.
Article 53 (Bowards of Audit)
In the event of vacancies occurring during the audit, they shall be appointed at the shareholders’ meeting. However, this is not the case if the number of enemies specified in Article 51 of this charter is not absent and there is no disruption in performance of the service.
Article 54 (task of audit)
1 Audits audit the accounting and work of the Company.
2 Auditors may present their opinions to the Board of Directors.
3 Auditors may submit a letter to the Board of Directors stating the purpose of the meeting and the reason for the meeting to be convened, requesting the convening of an extraordinary general meeting.
4 Audits may require the subsidiary to report their operations when necessary to perform their duties. In such a case, the subsidiary’s business and property status may be investigated when it does not report without delay or when it is necessary to check the contents of the report
Article 55 (audits of audits)
Audits shall be prepared with regard to audits, and the audit shall include in the audit book the performance instructions and their results, and shall be signed or signed by the audit conducted.
Article 56 (Reward of audit and severance pay)
1 Audit compensation shall be set by resolution of shareholders’ meeting. However, remuneration for the employee’s work shall be commensurate with other employees in the audit carried out concurrently.
2 The payment of the severance pay for an audit shall be made in accordance with the executive retirement payment policy, which has been resolved by the shareholders’ meeting.
3 The severance pay in the preceding paragraph shall be not less than the amount prescribed in the Minimum Labor Standards Act.Chapter 7 Calculation
Article 57 (business year)
The company’s business year is from Jan. 1 to Dec. 31 every year.
Article 58 (Preparation and maintenance of financial statements and sales reports, etc.)
1 The Chairman of the Board of Directors of the Party shall prepare the following documents and their supporting statements and business reports for audit six weeks before the regular shareholders’ meeting and submit the following documents and business reports to the regular shareholders’ meeting:
1. Statement of financial position
2. Income statement
3. Statement of disposition of retained earnings or statement of handling of defects
4. Other financial statements and sales reports
2 Auditors shall submit their audit reports to the Representative Director by one week before the regular shareholders’ meeting.
3 The Representative Director shall keep the documents and their annexes in the Head Office for five years from one week before the regular shareholders’ meeting and the copy for three years from the date of the general meeting of the shareholders, together with the business report and audit report.
4 The Representative Director shall publish the statement of financial position and the opinions of auditors of external auditors without delay when he obtains the approval of the shareholders’ meeting on the documents in paragraph 1.
Article 59 (disposal of retained earnings)
The Company shall dispose of retained earnings before disposal at the end of each business year as follows:
1. profit reserve
2. Separate funding
3. Shareholder dividend
4. Random funding
5. Executive bonus
6. Disposal of other retained earnings
Article 60 (profit dividend)
A dividend of 1 profit can be made on money and stocks.
2 Dividends in the preceding paragraph shall be paid to the Stockholder or to the Registered Qualifier listed in the Stockholder List at the end of each settlement period.
3 When a company issues a number of shares with a dividend of profit, it may also do so with other kinds of shares under the resolution of the shareholders’ meeting.
Article 61 (Medium dividend)
The Company may make interim dividends only once during the business year through the resolution of the Board of Directors.
Article 62 (Execution of the right to claim no dividend)
1 Dividends shall be exempted from payment obligations if they are not received five years after the date of the payment of the dividend
Dividends due to the completion of the time effect of the preceding paragraph shall be attributed to the Company.
3 No interest is paid on profit dividends.Chapter 8 Guitar
Article 63 (Business Regulations)
The Company may make regulations and detailed rules necessary for the performance of its work and other management in accordance with the resolutions of the Board of Directors.
Article 64 (Excluding regulations)
Matters not prescribed in this Agreement shall follow the resolutions of the shareholders’ meeting, the commercial law and other statutes.
Article 1 of the Schedule (Enforcement date)
This articles of association shall take effect from the date the promoter wrote and signed.
Article 2 (First business year)
The company’s first business year shall be from the date of establishment of the company until December 31st of the year
Article 3 (the name, resident registration number and address of the issuer)
The name, resident registration number, and address of the promoter of the company shall be as stated at the end of the articles of association.
Schedule 1 (Enforcement date)
These articles of association shall be enforced upon amendment.