Art. 1. Name of the company.

The company shall be called as HYUNDAI KEFICO Corporation in English (Hereinafter called as 'The company".)

Art. 2. Purpose

Purpose of the company shall be to engage in the business mentioned in the following:

• ① Design, manufacturing and sale of automobile related parts
• ② Manufacturing mechanical equipments and sale of related goods
• ③ Exportation and importation and its agency
• ④ Technical service
• ⑤ Lease, sale and purchase of real estate
• ⑥ System integration business and service related to software
• ⑦ e-business and internet related business
• ⑧ All the business activities related to above mentioned purpose

Art. 3. Location of head office

• ① The head office of the company shall be located at 102, Gosan-ro, Goonpo-si, Gyunggi-do, Republic of Korea ('Korea').
• ② Branch office, place of business, other business office or factory can be established, transferred to or closed down in any place in Republic of Korea according to resolution at the board of directors.

Art. 4. Method of public notice

The public notice of the company shall be placed on internet homepage of the company (http://www.hyundai-kefico.com). Provided that, when public notice on internet homepage becomes impossible due to computer trouble or then it shall be placed on Korea Economic Daily, a daily newspaper published in Seoul.

Art. 5. Notice and report to aliens- Erased (Aug. 31, 2012.)

Art. 6. Total number of stocks

• ① Total number of stocks to be issued by the company shall be (hereafter called 'authorized stock') 50,000,000 stocks with par value of 10,000 Won.
• ② Number of authorized stocks can not be increased without resolution at the general meeting of stockholders.
• ③ Total number of stocks to be issued at the time of establishment of the company shall be 1,000,000,000 stocks with par value of 10,000 Won.
• ④ Stocks issued by the company shall totally consist of 1 type, the registered type common stock.
• ⑤ Underwriters of stocks shall pay total amount of par value of total number of stocks acquired or underwrote at the time of establishment of the company without delay.

Art. 7. Issue of new stocks

• ① Stockholders of the company shall have right to be allotted with new stocks in proportion to number of stocks they own (hereafter called 'preemptive right')
• ② Notwithstanding Clause 1 in case of each number in the following new stocks can be allotted to third parties who are not stockholders by resolution at the board of directors.
  • (i) When new stocks are issued in a way of capital increase by general public offering according to provision of Law on Capital Market and Financial Investment Industry
  • (ii) The company's issuing new stocks to investors, corporations and other third parties at home and abroad at the time of inducement of new technology, improvement of financial structure, strategic cooperation, financing of fund etc. in order to achieve managerial goal
• ③ When stockholders waive or lost preemptive right or when fractional stock occurs at the time of allotment of new stocks then method of its disposition shall be decided by resolution at the board of directors.

Art. 7-2. Record date for dividend payout for new stocks

At the time when the company issues new stocks due to capital increase with or without compensation or stock dividend with regard to dividend of profit for new stocks it shall be considered as issued at closing of immediately preceding fiscal year to which the time of issuing new stocks belonged.

Art. 8. Stock certificate

Stock certificate shall be registered stock and stock certificates shall consist of stock certificate for 1,5,10,50,100, 500, 1,000 and 10,000 stocks or stock certificates which are rationally requested by stockholders.

Art. 9. Re-issue of stock certificate

• ① At the time when re-issue of stock certificate is applied due to division, integration, wear and tear of stock certificate then the applicant shall affix his name and seal or signature to company prescribed application form and shall submit it with attachment of old stock certificate. But when extent of damage is so severe that stock certificate can not be identified properly or can not be considered as effective stock certificate then following provision shall be applied.
• ② At the time when re-issue of stock certificate is applied due to its loss then the applicant shall affix his name and seal or signature to company prescribed application form and shall submit it with attachment of original or attested copy of judgement of exclusion.

Art. 10. Transfer of stocks

• ① Stockholder who desires to transfer stocks shall receive advance approval of the board of directors and transfer of stocks shall comply with the following clauses.
• ② Stockholder who desires to transfer stocks shall record the other party of transfer, type and number of stocks to be transferred on the company prescribed forms and shall request it in writing.
• ③ The company shall notify the stockholder within 1 month from the date of request about whether or not such request is approved by the board of directors in writing and it shall not be rejected unfairly.

Art. 11. Fee

For receiving re-issue of stock certificate according to Art. 9 the company may collect the fee prescribed by the board of directors from such applicant before completion of such procedure.

Art. 12. Report of address and registered seal

• ① Stockholders shall report their name, address, registered seal (In case of alien signature) to the company. When there is change in such items then stockholders shall report it immediately to the company.
• ② Stockholder residing abroad shall report to the company temporary address or agent in Korea who can receive notice about matters mentioned above.
• ③ In all the documents submitted to the company reported registered seal (in case of alien signature) as per Clause (1) shall be affixed.

Art. 13. Stockholder's list

The company shall have stockholder's list according to Korean law.

Art. 14. Closing of stockholders' list

• ① In order to decide stockholder or pledgee who can exercise voting right, those to receive dividend or who can exercise other rights the company shall either stop change in entry at stockholders' list from the day after the closing day of each fiscal year to closing of regular general meeting of stockholders or can make stockholders recorded on stockholder's list on a certain decided day as the stockholders entitled to exercise such right.
• ② The company may suspend change in entry on stockholder's list for the period of 3 months or less before the extraordinary general meeting of stockholders or stockholders listed on stockholder's list on a certain day as the stockholders who can exercise right mentioned in Clause (1) above.
• ③ The company shall publicly announce the period and date mentioned in Clause (1) and Clause (2) at least 2 weeks in advance.

Art. 15 (Issue of bond)

• ① The company may issue bond according to resolution at the board of directors.
• ② The board of directors may decide amount and type of bond and issue of bond within the period not longer than 1 year and delegate it to the representative director.
• ③ Bond issued by the company shall be electronically registered on electronic registration account book of electronic registration agency.

Art. 16. Types and holding of general meeting of stockholders

• ① The are 2 types of general meeting of stockholders. They are regular general meeting and extraordinary general meeting.
• ② Regular general meeting of stockholders shall be held within 3 months from closing of each accounting period.
• ③ Extraordinary general meeting of stockholders may be held anytime by decision of the board of directors and Korean law.
• ④ Notwithstanding Clause (2) above general meeting of stockholders for foundation of the company shall be held within a rational period after closing payment of price for stocks issued according to Clause (3) is completed according to Clause (5), Art. 6.

Art. 17. Convocation of general meeting of stockholders

• ① Unless otherwise provided in law the general meeting of stockholders shall be called by the representative directors according to resolution at the board of directors
• ② At the time when the representative director is incapacitated provision of Clause 2, Art. 27 shall be applied.
• ③ For calling general meeting of stockholders it is required to send notice containing date and time, place for the meeting, purpose of meeting in writing or by e-mail 2 weeks before the date of general meeting to stockholders. But the above mentioned period can be shortened when there is unanimous consent of all the stockholders of the company before the beginning of general meeting of stockholders. At such time consent in writing can be made by mail, personal delivery, air courier, facsimile or e-mail.
• ④ Place for holding general meeting of stockholders shall be head office of the company unless otherwise decided at the board of directors.
• ⑤ Unless otherwise agreed by stockholders who attended or not attended general meeting matters not recorded on the notice can not be decided.

Art. 18. Chairman

The representative director shall become chairman of all the general meeting of stockholders. When the representative director is incapacitated then provision of Clause 2, Art. 27 shall be applied.

Art. 19. Method of resolution at general meeting of stockholders

Unless otherwise provided by laws and rules method of resolution at general meeting of stockholders shall be majority of voting right of attending stockholders and by more than 1/4 of total number of stocks issued.

Art. 20. Matters for special resolution at general meeting of stockholders- Erased (Aug. 31, 2012.)

Art. 21. Voting right

• ① Each stockholder shall have 1 voting right for each stock he owns.
• ② Stockholder may cause his proxy exercise voting right on his behalf. In such case such proxy shall submit document proving his power of attorney to each general meeting of stockholders to act such proxy.

Art. 22. Postponement or continuation of general meeting of stockholders

General meeting of stockholders may pass resolution on postponement or continuation of such meeting. In such case Clause 2, Art. 16 shall not be applied but such period shall not surpass 14 days.

Art. 23. Minutes of general meeting of stockholders

• ① In the minutes of general meetings of the stockholders procedure and result of the meeting shall be recorded and the chairman and attending directors shall affix their name and seals and signature thereto and shall keep it at head office of the company.
• ② At the time when stockholder demands it then copy of minutes of general meeting of stockholders shall be sent within 30 days from the date of general meeting of stockholders.

Art. 24. Number of directors and auditors

The company shall have more than 3 directors and more than 1 auditor.

Art. 25. Election

Directors and auditor of the company shall be elected at general meeting of stockholders and at the time of vacancy in their post then it shall be filled in by election at general meeting of stockholders.

Art. 26. Term

• ① Term of directors shall be 3 years after their taking office. However their term shall be extended to closing of regular general meeting of stockholders on final accounting period during their tenure.
• ② Term of auditor shall be 3 years or less until closing of regular general meeting of stockholders on final accounting period.
• ③ Term of directors who are elected at the time of vacancy shall be same as remaining term of preceding directors and with regard to term of auditor elected in case of vacancy Clause 2 above shall be applied.

Art. 27. Duty of representative director and director

• ① The company shall elect more than 1 representative director among directors by resolution at the board of directors each representative director shall represent the company.
• ② Directors other than representative director shall assist representative director and according to decision at the board of directors shall share and execute business of the company. At the time when representative director is incapacitated his duty shall be performed vicariously according to order set by the board of directors.
• ③ At the time when director finds something which may cause serious loss to the company he shall report it to auditor immediately.

Art. 28 (Auditor)

• ① Auditor shall audit business and accounting of the company. Contents and result of audit shall be recorded on report in writing and auditor who performed audit shall affix his name and seal or signature thereto.
• ② Auditor may attend the board of directors meeting and state his viewpoint.
• ③ When required the auditor may write purpose and reason for convocation of the meeting in writing and with its submission to director (When there is person entitled to call the meeting it means such person. It is same in the following.) auditor may request convocation of the board of directors meeting. When such director does not call the board of directors meeting without delay despite of request according to this clause then auditor who made such request may call the meeting.
• ④ When required the auditor may write purpose and reason for convocation of the meeting in writing and with its submission to director (When there is person entitled to call the meeting it means such person. It is same in the following.) auditor may request convocation of the board of directors meeting. When such director does not call the board of directors meeting without delay despite of request according to this clause then auditor who made such request may call the meeting.
• ⑤ The auditor may request report of business to subsidiary company when required for performance of his duty. In this case if subsidiary company does not make such report without delay or when required for confirmation of contents the auditor may carry out investigation of business and property condition of subsidiary company.
• ⑥ The auditor may seek help from specialist at cost of the company.

Art. 29. Remuneration

Remuneration and bonus for directors and auditor shall be according to decision at the general meeting of stockholders. Retirement allowance for director and auditor shall be paid according to regulation on retirement allowance for director and auditor adopted by resolution at general meeting of stockholders.

Art. 30. Composition and power of board of directors

• ① Board of directors shall be composed of directors and it passes resolutions on matters stipulated at laws and articles of association and important matters for business of the company and supervises execution of duty by directors.
• ② In order to decide matters related to delegation of authority and other matters related to operation of board of directors there can be separate regulation for board of directors.

Art. 31. Convocation of board of directors meeting

Board of directors meeting shall be called by representative director or other director if there is such director separately decided by board of directors by notifying verbally or in writing until the day before the date of meeting to each director and auditor. But if there is unanimous consent by all directors and auditor then process for convocation can be omitted.

Art. 32. Chairman of board of directors meeting

• ① Representative director shall become chairman of board of directors. When representative director is incapacitated then according to order set by board of directors other director shall act for president.
• ② At the time when vote is tied for resolution at board of and when all the directors and auditor consented it then chairman shall have casting vote.

Art. 33. Quorum for intention and resolution

• ① Board of directors meeting shall be constituted with attendance of majority of all the incumbent directors. Unless otherwise stipulated by laws and articles of association all the resolutions at board of directors meeting shall be adopted with approving votes by majority of attending directors.
• ② Director who has special interest in resolution at board of directors meeting can not exercise his voting right. But only for the reason being designated by stockholder of the company such person shall not be deemed as having special interest.

Art. 34. Minutes of board of directors meeting

With regard to meeting at board of directors minutes of meeting shall be prepared with record of agenda for the meeting, process, result and opposers and reason for their objection and names and seals or signatures by chairman, attending directors, auditor affixed thereto and be kept at the head office.

Art. 35. Fiscal year

• ① Fiscal year of the company shall be from Jan. lst to Dec. 31st every year.
• ② The first fiscal year of the company shall be from the date of registration of establishment of the company to Dec. 31st of the same year.

Art. 36. Independent certified public accountant –Erased (Aug. 31, 2012.)

Art. 37 Accounting record and book

• ① Representative director of the company shall prepare following documents and its supplementary schedules and business report 6 weeks before the date for regular general meeting of stockholders and shall receive audit by the auditor and shall submit the following documents, its supplementary schedule and business report to regular general meeting of stockholders.
  • (a) Balance sheet
  • (b) Statement of income
  • (c) Statement of appropriation of retained earnings or statement of disposition of deficit
• ② Auditor shall submit audit report to representative director until 1 week before the date for regular general meeting of stockholders.
• ③ Representative director shall keep documents listed in Clauses (1),(2) above from 1 week before the regular general meeting of stockholders for 5 years at head office and its attested copy for 3 years at the branch office.
• ④ When approval at general meeting of stockholders was received for document mentioned in each number of Clause (1) then balance sheet shall be made public without delay.

Art. 38. Appropriation of retained earning

Retained earning of the company shall be calculated according to Korean law and international accounting practice recognized in Korea. The company may distribute a part of retained earning which can be appropriated after deducting tax and excluding amount appropriated as budget for the company as dividend.

Art. 39. Payment of dividend

• ① Dividend shall be decided by general meeting of stockholders and paid to stockholders recorded on stockholder's list legitimately at closing of each fiscal year.
• ② Dividend shall be paid within 1 month after confirmation at regular general meeting of stockholders.
• ③ If right on dividend is not exercised within 5 years from the date of resolution for dividend at general meeting of stockholders then its right shall be extinguished.

Art. 39-2. Intermediate dividend

• ① The company may pay intermediate dividend to stockholders according to Art. 462-3 of Commercial Law to stockholders as of 0 hour of July lst.
• ② Intermediate dividend as per Clause 1 shall be made according to resolution at the board of directors.
• ③ Limit of intermediate dividend shall be the amount produced by deduction of following amount from the amount mentioned in each number from net worth on balance sheet of immediately preceding accounting period.
  • (a) Amount of capital as of immediately preceding accounting period
  • (b) Total of capital reserve and profit reserve accumulated upto immediately preceding accounting period
  • (c) Profit not yet realized stipulated at enforcement ordinance of Commercial Law
  • (d) Amount stipulated to be paid as profit dividend at regular general meeting of stockholders at immediately preceding accounting period
  • (e) Accumulated discretional reserve for specific purpose according to provision of articles of association or resolution at general meeting of stockholders of immediately preceding accounting period
  • (f) Profit reserve to be accumulated at pertinent accounting period according to intermediate dividend
• ④ When new stocks are issued before fixed date as per Clause (1) after beginning of business year as for intermediate dividend such new stocks shall be deemed as issued at end of immediately preceding business year.

Art. 40. Regulations

The company may adopt regulations for operation of the company with approval of the board of directors.

Art. 41. Application of Commercial Law

Matters which are not covered by this articles of association shall be decided according to provisions of Commercial Law.

• Enactment

  • Aug. 31, 1987

• Revision

  • Dec. 15, 1988
  • June 9, 1994
  • Nov. 23, 1999
  • Nov. 23, 2000
  • Apr. 1, 2005
  • June 29, 2012
  • Aug. 1, 2012
  • Aug. 31, 2012
  • Mar. 28, 2014
  • Mar. 14, 2019