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IR

Corporate Governance

Chapter 3 Bonds

Article 15 (Issuance of Convertible Bonds)
  • ① The Company may issue convertible bonds to any person(s) other than Company’sshareholders by resolution of the Board of Directors, to the extent that their aggregatepar value does not exceed four hundred (400) billion Korean Won, under any of thefollowing circumstances:
    • (1) Through granting convertible bond subscription rights to allocate bonds tospecified individuals (including shareholders) for the purpose of achievingmanagement objectives including introduction of new technology andimprovement of financial structure in cases not set forth in Subparagraph 1 ofParagraph 1 of Article 9;
    • (2) Through allocating convertible bonds to subscribers following the grant ofconvertible bond subscription rights to unspecified individuals in cases notset forth in Subparagraph 1 of Paragraph 1 of Article 9.
  • ② When allocating the bonds as set forth in Subparagraph 2 of Paragraph 1, the Companyshall allocate the bonds by a resolution of the Board of Directions, in a way fallingunder any of the following:
    • (1) A method of allocation of bonds to an unspecified number of subscriberswithout classifying the types of individuals eligible for an opportunity tosubscribe to bonds;
    • (2) A method of granting an unspecified number of individuals the opportunityto be allocated with the bonds if there are bonds yet to be subscribed to aftergranting the shareholders a preferential right to subscribe to the bonds;
    • (3) A method of granting a certain individual an opportunity to subscribe to bondsin accordance with the reasonable standards set by the applicable laws andregulations such as the demand forecast prepared by the investment trader orinvestment broker as an underwriter or an agent.
  • ③ In respect of the convertible bonds under Paragraph 1 above, the Board of Directorsmay also issue such bonds on the condition that only part thereof be granted the rightto convert to capital shares.
  • ④ In respect of the shares to be issued as a result of conversion of such bonds, twohundred (200) billion Korean Won of the total par value of the bonds shall be commonshares, and two hundred (200) billion Korean Won of total par value of the bonds shallbe Class I Shares; and the applicable conversion price shall be equal to or higher thanthe par value per share of such new shares, as determined by the board of directions atthe time of issuance of such bonds.
  • ⑤ The period for which conversion may be requested shall be from the day immediatelyfollowing the issuance date until the date immediately preceding the redemption date.However, the period to request for conversion may be adjusted by resolution of theBoard of Directors within the period above.
  • ⑥ Article 10 shall apply mutatis mutandis to payment of dividends on the new sharesissued as a result of such conversion hereunder and payment of interest on suchconvertible bonds.
Article 16 (Issuance of Bonds with Warrants)
  • ① The Company may issue bonds with warrants to persons other than shareholders byresolution of the Board of Directors to the extent that the aggregate face value amountof the bonds shall not exceed four hundred (400) billion Korean Won when fallingunder any of the following:
    • (1) Through granting convertible bonds with warrants to allocate bonds tospecified individuals for the purpose of achieving management objectivesincluding introduction of new technology and improvement of financialstructure in cases not set forth in Subparagraph 1 of Paragraph 1 of Article 9;
    • (2) Through allocating convertible bonds with warrants to subscribers followingthe grant of convertible bond subscription rights to unspecified individuals incases not set forth in Subparagraph 1 of Paragraph 1 of Article 9.
  • ② When allocating new shares as set forth in Subparagraph 2 of Paragraph 1, theCompany shall allocate the bonds by a resolution of the Board of Directors, in a wayfalling under any of the following:
    • (1) A method of allocation of bonds to unspecified number of subscribers withoutclassifying the types of individuals eligible for an opportunity to subscribe tobonds;
    • (2) A method of granting an unspecified number of individuals the opportunityto be allocated with the bonds if there are bonds yet to be subscribed to aftergranting the shareholders a preferential right to subscribe to the bonds;
    • (3) A method of granting a certain individual an opportunity to subscribe to bondsin accordance with the reasonable standards set by the applicable laws andregulations such as the demand forecast prepared by the investment trader orinvestment broker as an underwriter or an agent.
  • ③ The aggregate price of new shares that may be subscribed to by the holders of warrantsshall be determined by the Board of Directors, but shall not exceed the aggregate facevalue of the bonds with warrants.
  • ④ The shares to be issued as a result of exercise of warrants, two hundred (200) billionKorean Won of the total par value of the bonds shall be common shares, and twohundred (200) billion Korean Won of total par value of the bonds shall be Class IShares; and the applicable conversion price shall be equal to or higher than the parvalue per share of such new shares, as determined by the Board of Directors at the timeof issuance of such bonds.
  • ⑤ The period for which holders of bonds with warrants are entitled to make a request forexercise hereunder shall be from the day immediately following the date of issuancethereof until the day immediately preceding the redemption date. However, the periodof requesting exercise may be adjusted by resolution of the Board of Directors withinthe period above.
  • ⑥ Article 10 shall apply mutatis mutandis to payment of dividends on the new sharesissued as a result of such warrant hereunder and payment of interest on suchconvertible bonds.
Article 16-2 (Issuance of Bonds)
  • ① The Company may issue bonds in accordance with a resolution of the Board ofDirectors.
  • ② Subject to the determination by the Board of Directors of the amount and classes ofbonds, the Board of Directors may authorize the representative director to issue bondswithin a period not exceeding one (1) year from the date of such determination.
Article 16-3 (Applicable Provisions regarding Issuance of Bonds)

The provisions of Article 12 hereof shall apply mutatis mutandis to the issuance of bonds.

Article 16-4 (Electronic Registration of Rights Indicated in Bonds and SubscriptionWarrants)

Instead of issuing the bond certificates and subscription warrants, the Company shallelectronically register in the electronic register of the electronic registry the rights that shall beindicated in the bonds and subscription warrants.

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