스킵네비게이션

Kor Eng

Corporate Governance

Chapter 3 Bonds

Article 14 Issuance of Convertible Bonds
  1. 14.1 The Company may, by resolution of the Board of Directors, issue convertible bonds to persons other than stockholders, provided that the total par value of the bonds does not exceed 100 billion won, in any of the following circumstances:
    14.1.1 In the event that it is necessary to issue convertible bonds in a manner that provides specific individuals with an opportunity to subscribe for the bonds, in order to achieve the Company’s operational objectives such as the introduction of new technologies or improvement of the financial structure, through methods other than those specified in Article 8.2.1.
    14.1.2 In the event that convertible bonds are issued in a manner that provides an opportunity for an unspecified multitude of persons to subscribe for the bonds by means other than those specified in Article 8.2.1, and such bonds are allocated to those who have submitted applications accordingly.
    14.2 In cases where bonds are allocated in accordance with the method specified in Article 14.1.2, the allocation of bonds must be conducted in one of the following manners, pursuant to a resolution of the Board of Directors:
    14.2.1 A method of allocating bonds to an unspecified multitude of applicants without classifying the types of individuals to whom the opportunity to subscribe for the bonds is granted;
    14.2.2 A method that grants stockholders priority in the opportunity to subscribe for the bonds, and in the event that there are bonds that remain unsubscribed, allocates those bonds to an unspecified multitude of applicants;
    14.2.3 A method that allows for the granting of the opportunity to subscribe for the bonds to specific types of individuals based on reasonable criteria defined by relevant laws and regulations, such as demand forecasting, when underwritten or arranged by investment dealers or trading firms as underwriters or placement agents.
    14.3 In the case of the convertible bonds specified in Article 14.1, the Board of Directors may issue them subject to the condition that conversion rights are granted only for a portion of the bonds.
    14.4 The stocks issued upon conversion shall be ordinary stocks or preferred stocks, and the conversion price shall be determined by the Board of Directors at the time of bond issuance, at or above the par value of the stocks.
    14.5 The period during which conversion may be requested shall be from the day following the issuance date of the bonds until the day immediately preceding the maturity date. However, the period for conversion requests may be adjusted by a resolution of the Board of Directors within the aforementioned timeframe.
    14.6 The distribution of profits related to the stocks issued upon conversion shall be governed by the provisions of Article 8.5, and the Company shall only pay interest that has become due prior to the conversion.


Article 15 Issuance of Bonds with Stock Purchase Warrants
  1. 15.1 The Company may, by resolution of the Board of Directors, issue bonds with stock purchase warrants to persons other than stockholders, provided that the total par value of the bonds does not exceed 100 billion won, in any of the following circumstances:
    15.1.1 In the event that it is necessary to issue bonds with stock purchase warrants in a manner that provides specific individuals with an opportunity to subscribe for the bonds, in order to achieve the Company’s operational objectives such as the introduction of new technologies or improvement of financial structure, through methods other than those specified in Article 8.2.1;
    15.1.2 In the event that bonds with stock purchase warrants are issued in a manner that provides an opportunity for an unspecified multitude of individuals to subscribe for the bonds, through means other than those specified in Article 8.2.1, and bonds are allocated to those who have submitted applications accordingly.
    15.2 In cases where new stocks are allocated pursuant to the method specified in Article 15.1.2, the allocation of bonds must be conducted in one of the following manners, as determined by a resolution of the Board of Directors:
    15.2.1 A method of allocating bonds to an unspecified multitude of applicants without classifying the types of individuals to whom the opportunity to subscribe for the bonds is granted;
    15.2.2 A method that grants stockholders priority in the opportunity to subscribe for the bonds, and in the event that there are bonds that remain unsubscribed, allocates those bonds to an unspecified multitude of applicants;
    15.2.3 A method that allows for the granting of the opportunity to subscribe for the bonds to specific types of individuals based on reasonable criteria defined by relevant laws and regulations, such as demand forecasting, when underwritten or arranged by investment dealers or trading firms as underwriters or placement agents.
    15.3 The amount that can be claimed for the subx-scription of new stocks shall be determined by the Board of Directors, provided that it does not exceed the total par value of the bonds.
    15.4 The stocks issued as a result of the exercise of stock purchase warrants shall be ordinary stocks or preferred stocks, and the issuance price shall be determined by the Board of Directors at the time of bond issuance, at or above the par value of the stocks.
    15.5 The period during which stock purchase warrants may be exercised shall be from the day following the issuance date of the bonds until the day immediately preceding the maturity date. However, within the aforementioned period, the exercise period for the stock purchase warrants may be adjusted by a resolution of the Board of Directors.
    15.6 The distribution of profits related to the stocks issued as a result of exercising the stock purchase warrants shall be governed by the provisions of Article 8.5.


Article 16 Issuance of Bonds
  1. 16.1 The Company may issue bonds by resolution of the Board of Directors.
    16.2 The Board of Directors may delegate to the representative director the authority to determine the amount and type of bonds to be issued, and to issue the bonds within a period not exceeding one year.


Article 16-2 Electronic Registration of Rights to be Indicated on Bonds and Stock Purchase Warrant Certificates
  1. The Company shall electronically register the rights to be indicated on bonds and stock purchase warrant certificates in the electronic registration account maintained by an electronic registration institution, instead of issuing physical bond certificates and stock purchase warrant certificates. However, in the case of bonds, electronic registration may not be performed except for listed bonds and others for which electronic registration is mandated by law.


Article 16-3 Applicable Provisions Regarding Bond Issuance
  1. The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.