Articles of Incorporation
HYUNDAI TRANSYS, the Company that strives for new management values.
-
- Article 1 (Name)
- The name of this corporation shall be HYUNDAI TRANSYS Inc.
In English, it shall be indicated as HYUNDAI TRANSYS INC. <Amended on March 26, 2021>
- Article 2 (Purpose)
- This corporation shall engage in the following businesses:
- ① Manufacture of automobile-related parts and domestic/foreign sales;
- ② Manufacture of railway vehicle parts and related devices;
- ③ Manufacture of automotive parts for combat;
- ④ Manufacture of machinery and sales of related goods;
- ⑤ Manufacture of machinery and sales of related goods;
- ⑥ Service businesses;
- ⑦ Real estate rental and sales businesses;
- ⑧ E-commerce and Internet-related businesses;
- ⑨ Research and development businesses;
- ⑩ All other incidental businesses related to the preceding items.
- Article 3 (Location of Head Office)
-
- ① The head office shall be located in Seosan-si, Chungcheongnam-do.
- ② If necessary, this corporation may set up branches, branch offices, offices and local corporations inside and outside of Korea by resolution of the Board of Directors.
- Article 4 (Method of Public Notice)
- Public notices of this Company shall be posted on the company's Internet website (http://www.hyundai-transys.com).
However, if it is not possible to make a public notice on the company's Internet homepage due to a computer failure or other unavoidable reasons, it shall be posted on the Korea Economic Daily published by Seoul Metropolitan City.
-
- Article 5 (Total Number of Shares to be Issued)
- The total number of shares to be issued by the company shall be 200,000,000 shares.
- Article 6 (Par Value)
- The par value of a share issued by the Company shall be 5,000 KRW.
- Article 7 (Total number of stocks issued at the time of establishment of the Company)
- The total number of shares issued by the Company shall be 10,000,000 shares.
- Article 8 (Classes of Shares)
- The Company's shares shall be common shares and preferred shares.
<Amended on March 26, 2021>
- Article 8-2 (Electronic registration of Rights Indicated on Shares and Subscription Rights Certificates)
- Instead of issuing share certificates and subscription right certificates, the Company shall electronically register the rights indicated on share certificates and subscription right certificates in the electronic registration account book of the electronic registration authority.
<Amended on March 26, 2021>
- Article 9 (Number and Description of Preferred Shares)
-
- ① The number of preferred shares without voting rights to be issued by this Company shall be up to the limit prescribed by law.
- ② For preferred shares without voting rights, the Board of Directors shall determine the preferred dividend ratio when issued at an annual rate of 1% or greater based on the par value instead the dividends of common shares.
- ③ If the dividend ratio of common shares exceeds that of preferred shares, dividends shall be allotted at the dividend ratio as common shares for the excessive portion. If the predetermined dividend from the preferred shares cannot be paid in the fiscal year concerned, the accumulated dividends of unpaid portion shall be allotted preferentially in the succeeding fiscal year.
- Article 10 (Preemptive Right)
-
- ① The Company's shareholders shall have the preemptive right to subscribe to new shares in proportion to their respective shareholdings. However, in the case of abandonment or loss of the preemptive right of the Shareholders to subscribe for new shares, or if fractional shares remain at the time of allocation of new shares, such shares shall be disposed of by a resolution of the Board of Directors
<Amended on March 26, 2021>
- ② Notwithstanding Paragraph ① above, new shares may be allocated to persons other than shareholders in order to achieve the Company's business objectives, such as the introduction of new technologies and the purpose of financial structure improvement, by resolution of the Board of Directors in the following cases:
<Amended on March 26, 2021>
- 1. When soliciting new stocks or having an underwriter take over in accordance with the provisions of the Capital Market and Financial Investment Business Act;
- 2. When issuing new shares through a capital increase by public offering in accordance with the provisions of the Capital Market and Financial Investment Business Act;
- 3. When issuing new shares due to the exercise of stock option in accordance with the provisions of the Commercial Act;
- 4. When allocating new shares to a member of the Employee Stock Ownership Association in accordance with the provisions of the Capital Market and Financial Investment Business Act;
- 5. When issuing new shares by the issuance of Depository Receipt (DRs) in accordance with the issuance regulations of foreign securities;
- 6. When issuing new shares for foreign capital participation by a foreign financial institution or in accordance with the laws related to other foreign investments and introduction of foreign capital;
- 7. When issuing new shares to companies with business alliances such as domestic and overseas joint ventures, technology providers, raw material providers or parts providers, etc.;
- 8. When issuing new shares through a capital participation by a financing conversion of a financial institution such as a bank;
- 9. When issuing new shares for investment in kind; and
- 10. When issuing new shares to domestic and foreign investors for other business reasons
- Article 10-2 (Equal Dividend)
- Equal dividends shall be paid for all shares of the same class issued (including conversion) as of the dividend base date, regardless of the date issued. <Amended on March 26, 2021>
- Article 11 (Transfer Agent)
-
- ① The Company shall designate a transfer agent.
- ② The transfer agent, the location where its services are to be rendered and the scope of its duties shall be determined by the Board of Directors of the Company.
- ③ The Company shall keep the Register of Shareholders, or a duplicate thereof, at the location where the transfer agent performs its duties. The transfer agent shall handle the activities of electronic registration, the management of the shareholder list, and other matters related to the stock.<Amended on March 30, 2020>
- Article 12 <Deleted on March 26, 2021>
- Article 13 (Base Date)
-
- The Company shall use the shareholders listed in the final shareholder list on December 31 of each year as the shareholders who will exercise their rights at the ordinary general meeting of shareholders for the settlement period. <Amended on March 26, 2021>
- ② The Company may suspend changes to the shareholder list or have the shareholders listed on the shareholder list on a certain day determined by the resolution of the Board of Directors exercise the right in the event of convening an extraordinary general meeting of shareholders or in other necessary cases by a resolution of the Board of Directors for a fixed period not exceeding three months. If the Board of Directors deems it necessary, it may suspend changes to the shareholder list and designate the base date at the same time. The Company must announce such action two weeks in advance. <Amended on March 26, 2021>
-
- Article 14 (Issuance of Bonds)
-
- ① The Company may issue bonds by a resolution of the Board of Directors.
- ② The Board of Directors may delegate the representative director to issue bonds within a period not exceeding one year by determining the amount and type of bonds.
- Article 14-2 (Convertible Bonds)
-
- ① The Company may issue convertible bonds to a person other than shareholders to the extent that the aggregate par value of the bonds shall not exceed 50/100 of the capital in the following cases:
- 1. When issuing convertible bonds through general public offering;
- 2. When issuing for foreign investment in accordance with the Foreign Investment Promotion Act for a business necessity;
- 3. When issuing to an affiliated company in need of technology introduction and partnership;
- 4. When issuing convertible bonds to a domestic or foreign financial institution for urgent funding;
- 5. When issuing convertible bonds from overseas in accordance with Article 165-10 (Special Cases Concerning Issuance and Allocation of Bonds) of the Capital Markets and Financial Investment Business Act; and
- 6. When issuing convertible bonds for other business needs.
- ② The Board of Directors may issue on the condition of granting the right to convert only partially.
- ③ Shares to be issued due to a conversion may be common stock or preferred stock, the conversion price is the par value of the share or higher, and shall be determined by the resolution of the Board of Directors at the time of issuance of bonds.
- ④ The period during which conversion can be requested shall be from the issuance date of the relevant bond to the day immediately preceding the redemption date. However, the period for requesting conversion may be adjusted by resolution of the Board of Directors within the period above.
- ⑤ If converted into shares, the Company shall pay interest only on the interest for which the payment due date has arrived prior to the conversion. <Amended on March 26, 2021>
- Article 14-3 (Bonds with Warrants)
-
- ① The Company may issue bonds with warrants to persons other than shareholders to the extent that the aggregate par value of the bonds shall not exceed 50/100 of the capital in the following cases:
- 1. When issuing bonds with warrants through general public offering;
- 2. When issuing for foreign investment in accordance with the Foreign Investment Promotion Act for a business necessity;
- 3. When issuing to an affiliated company in need of technology introduction and partnership;
- 4. When issuing bonds with warrants to a domestic or foreign financial institution for urgent funding;
- 5. When issuing bonds with warrants from overseas in accordance with Article 165-6 (Special Cases Concerning Issuance and Allocation of Shares) of the Capital Markets and Financial Investment Business Act; and
- 6. When issuing bonds with warrants for other business needs.
- ② The Board of Directors may issue on the condition of granting the right to convert only partially.
- ③ Shares to be issued due to an exercise of preemptive right may be common stock or preferred stock, the conversion price is the par value of the share or higher, and shall be determined by the resolution of the Board of Directors at the time of issuance of bonds.
- ④ The period during which a preemptive right can be exercised shall be from the issuance date of the relevant bond to the day immediately preceding the redemption date. However, within the above period, the exercise period may be adjusted by resolution of the Board of Directors.
- ⑤ <Deleted on March 26, 2021>
- Article 14-4 (Electronic Registration of Rights Indicated on Bonds and Subscription Warrants)
- Instead of issuing bond certificates and subscription warrants, the Company may electronically register the rights indicated on bond certificates and subscription warrants in the electronic registration account book of the electronic registration authority. <Amended on March 30, 2020>
-
- Article 15 (Convening of General Meeting)
-
- ① The ordinary general meeting of shareholders shall be convened within three months from the base date set forth in Article 13 ①, and the extraordinary general meeting of shareholders shall be convened as needed. <Amended on March 26, 2021>
- ② No resolutions may be made at the general meeting of shareholders except for the purpose of the meeting notified to the shareholders in advance. However, this shall not be the case with the consent of all shareholders.
- ③ A general meeting of shareholders may also be held at the location of the head office, the location of a domestic business site, or an area near these locations.
- ④ Unless provided otherwise by the relevant laws and regulations, the general meeting of shareholders shall be convened by the representative director.
- Article 16 (Convening Notice)
- When convening a general meeting of shareholders, the date/place and the purpose of the meeting shall be notified to each shareholder in writing or electronically two weeks prior to the date of the general meeting.
- Article 17 (Chairman)
- The chairman of the general meeting shall be the representative director. In the absence of the representative director, a director designated by the representative director shall be appointed. But if there is no designation, one of the directors shall act on his/her behalf.
- Article 18 (Exercise of Voting Rights by Proxy)
- Shareholders may exercise their voting rights by proxy. In this case, the proxy must submit a document certifying his/her proxy rights prior to the commencement of the general meeting of shareholders.
- Article 19 (Quorum and Method of Resolution)
-
- ① The resolution of the general meeting of shareholders shall be made by a majority of the voting rights of the shareholders present and at least 1/4 of the total number of issued stocks, except as otherwise provided in laws or the Articles of Incorporation.
- ② Every shareholder shall have one vote per share.
- Article 20 Every shareholder shall have one vote per share
- The chairman of the general meeting of shareholders may order a person who intentionally engages in words or actions to obstruct the proceedings, or disturbs the order at the general meeting of shareholders, to suspend or cancel his/her speech, or to leave the meeting. If it is deemed necessary to facilitate the proceedings, the time and frequency of shareholders' speech may be limited.
- Article 21 (Minutes of the General Meeting of Shareholders)
- The substance of the course and proceedings of a general meeting of shareholders and the results thereof shall be recorded in minutes on which the names and seals of the chairman and the Directors present at the Meeting shall be affixed or which shall be signed by such persons, and shall be kept at the head office and branches of the Company.
<Amended on March 26, 2021>
-
- Article 22 (Appointment of Directors and Auditors)
-
- ① The directors and auditors of this Company shall be elected at a general meeting of shareholders.
- ② Directors and auditors of this Company shall be appointed at a general meeting of shareholders by affirmative votes of the majority of the voting rights of the shareholders present and such majority also represents at least 1/4 of the total number of shares issued. However, at the time of appointment of an auditor, shareholders who hold more than 3/100 of the total number of issued shares excluding the stocks without voting rights may not exercise their voting rights on the excessive share.
- ③ When two or more directors are appointed, the shareholder may exercise only one voting right per share owned, and Article 382-2 (Cumulative Voting) of the Commercial Act shall not apply.
- Article 23 (Number of Directors and Auditors)
-
- ① The Board of Directors of this Company shall be composed of three or more directors, and there may be on or more outside director.
- ② This Company shall have one or more auditors.
- Article 24 (Terms of Directors and Auditors)
-
- ① The term of office of directors shall be within three years and determined by resolution at a general meeting of shareholders. However, if the term of office expires before the ordinary general meeting of shareholders regarding the final settlement period, it shall be extended until the end of such general meeting.
- ② The term of office of the auditor shall be until the conclusion of the ordinary general meeting of shareholders regarding the final settlement period within three years from the appointment.
- Article 25 (Dismissal and Vacancies of Directors and Auditors)
-
- ① The dismissal of directors and auditors shall be in accordance with Article 385 (Removal) of the Commercial Act and Article 415 (Provisions to be Applied Mutatis Mutandis) of the same Act.
- ② If a director or auditor falls under any of the following circumstances, he/she shall of course lose his/her office:
- 1. When a resignation letter is submitted to the Company;
- 2. When adjudicated insolvent;
- 3. When declared incapacitated person or quasi- incapacitated person; and
- 4. When dead.
- Article 26 (By-Election of Directors and Auditors)
-
- ① When there is a vacancy in the directors and auditors, a general meeting of shareholders shall be convened for the appointment. However, if the minimum number of members of the Commercial Act is not met and there are no obstacles in the performance of business, the by-election may be withheld or postponed until the next ordinary general meeting of shareholders. <Amended on March 26, 2021>
- ② <Deleted on March 26, 2021>
- Article 27 (Duties of Directors)
-
- ① Directors, as members of the Board of Directors, have the authority to participate in decision-making in the execution of company affairs, and to supervise the execution of duties by the management through the Board of Directors.
- ② When a director discovers a fact that is likely to cause significant damage to the Company, he/she shall immediately report to the auditor.
- ③ Directors shall faithfully perform their duties for the Company in accordance with laws and regulations, and the Articles of Incorporation.
- Article 27-2 (Reduction of Responsibilities of Directors and Auditors to the Company)
-
- ① The Company may exempt from the responsibility under Article 399 (Liability to Company) of the Commercial Act on directors or auditors for the amount exceeding six times (three times for outside directors) of the remunerations for one year prior to the date of committing such act by a resolution of a general meeting of shareholders <Amended on March 26, 2021>
- ② If a director or auditor causes damage intentionally or through gross negligence, and the director falls under Articles 397 (Prohibition of Competition), Article 397-2 (Prohibition of Appropriation of Company’s Opportunities and Assets) and Article 398 (Prohibition of Self-Transactions) of the Commercial Act In this case, the provisions of Paragraph ① shall not apply.
- Article 28 (Duties of Auditor)
-
- ① An auditor shall audit the execution of the duties on the directors.
- ② An auditor shall audit the Company's accounting and business, prepare an audit report on the closing financial statements and report to the general meeting of shareholders.
- ③ An auditor may inspect or copy accounting-related book records and documents at any time, request a business report from a director, or investigate the business and the property status of the Compan.
- ④ An auditor may attend a meeting of the Board of Directors to state his/her opinion.
- ⑤ An auditor shall report to the Board of Directors when it is deemed that a director has acted in violation of a laws and regulations or the Articles of Incorporation, or is likely to commit such act.
- ⑥ An auditor shall examine the agenda and documents to be submitted to the general meeting of shareholders by a director and state his/her opinion to the general meeting of shareholders as to whether there are any violations of laws and regulations or the Articles of Incorporation, or whether there are any significantly unreasonable matters.
- ⑦ An auditor may request a business report from a subsidiary when it is necessary to perform his/her duties. In this case, when the subsidiary fails to report immediately, or when it is necessary to confirm the details of the report, the subsidiary's business and property status may be investigated.
- Article 29 (Remuneration of Directors)
-
- ① Remunerations for directors or the expenses necessary for business shall be determined by the Board of Directors within the limit of payment determined by a resolution of a general meeting of shareholders on the amount and whether or not to be paid.
- ② The severance pay of directors shall be in accordance with the Regulations on Personnel Policies and Treatment for Management Team set forth separately.
- Article 29-2 (Remuneration of Auditors)
- For the auditor's remuneration and severance pay, the remuneration provisions of Article 29 of the Articles of Incorporation shall apply mutatis mutandis.
- Article 30 (Responsibilities of Directors and Auditors)
-
- ① Directors and auditors shall be responsible for the Company and third parties in case of negligence, etc. in accordance with the Commercial Act and other laws.
- ② The Company shall compensate all litigation costs, other losses, damages and debts incurred or spent by directors and auditors in connection with the performance of the duties of directors and auditors of this Company. However, this shall not be the case if such loss, damage or debt is caused by a breach of duty due to ill-intention or gross negligence of the director or auditor, or if compensation by the Company is not permitted by law <Amended on March 26, 2021>
- Article 31 (Qualifications of Outside Directors)
- Outside directors shall be appointed from among those who have professional knowledge or experience in business, economy, law, or related technology, or have social reputation.
-
- Article 32 (Constitution and Authority of the Board of Directors)
-
- ① The Board of Directors shall consist of directors, resolves the matters set forth in laws and regulations or this Articles of Incorporation, as well as the important matters related to the Company's business, It shall also supervise the execution of duties by the directors and the management team.
- ② In order to determine the delegation of authority and other necessary matters related to the operation of the Board of Directors, separate regulations of the Board of Directors may be established.
- Article 33 (Convening and Resolution Methods of the Board of Directors’ Meeting)
-
- ① The Board of Directors shall be convened by the Chairman of the Board of Directors or a director otherwise designated by the Board of Directors. When convening a board meeting, each director and auditor shall be notified in writing or orally until the day before the date of the meeting. However, upon consent of all directors and auditors, the convening procedure may be omitted.
<Amended on March 26, 2021>
- ② All or part of the directors might not be required to attend the meeting in person, and all directors may be allowed to participate in resolutions by means of communication that transmits/receives voices simultaneously. In this case, the director concerned shall be deemed to have attended in person.
- ③ The resolution of the Board of Directors is adopted by the presence of a majority of directors in office and by the affirmative vote of a majority of the directors present. However, if it is otherwise provided in the related laws and regulations, the relevant laws and regulations shall apply <Amended on March 26, 2021>
- ④ <Deleted on March 26, 2021>
- Article 34 (Representative Director)
- The Board of Directors shall appoint the representative director by a resolution of the Board of Directors, and the representative director shall represent the Company. <Amended on March 26, 2021>
- Article 35 (Agenda)
- The agenda of the Board of Directors shall be proposed by the chairperson. However, if other directors wish to make a proposal, the summary must be submitted to the chairperson.
- Article 36 (Minute of the Board of Directors) <Amended on March 26, 2021>
-
- ① Minutes shall be prepared with regard to the proceedings of the Board of Directors.
- ② All agenda of the Board of Directors, the substance of the proceedings of the Board and the result thereof, name(s) of Director(s) who raise(s) an objection to the Board resolution and the reason therefor, shall be recorded in the minutes on which the names and seals of the Chairman and all Directors present shall be affixed or which shall be signed by such persons.
- Article 37 (Management Team)
-
- ① The Company may have a management team to execute the resolutions of the Board of Directors.
- ② Matters related to management team shall be set forth by a separate regulation of the Board of Directors.
- Article 38 (Consultants, etc.)
-
- ① The representative director may appoint consultants or advisory institutions to depending on the business necessity.
- ② The representative director may determine and pay their remuneration or expenses necessary for business based on the remuneration of the management team.
-
- Article 39 (Fiscal Year)
- The fiscal year of this Company shall be from January 1 to December 31 of each year.
- Article 40 (Preparation and Preparation of Financial Statements)
-
- ① The representative director of this Company shall prepare the following documents, annexed specifications and business reports six weeks before the date of the regular general meeting and undergo an audit, and submit the following documents and business reports to the regular general meeting. shall prepare the following documents, supplementary documents thereto and the business report for obtaining the audit of the Audit Committee six (6) weeks prior to the day set for the ordinary general meeting of shareholders, for audit by the Audit Committee, and the representative director shall submit the following documents and the business report to the ordinary general meeting of shareholders:
- 1. Balance sheet;
- 2. Profit and loss statement; and
- 3. Any other documents indicating the financial status and management results of the Company as defined in the related laws and regulations.
<Amended on March 26, 2021>
- ② The auditor must submit the audit report to the representative director no later than one week before the date of the ordinary general meeting of shareholders.
- ③ Notwithstanding Paragraph 1, this Company may approve by a resolution of the Board of Directors if all of the following requirements are met:
- 1. When there is an opinion from the outside auditor that each of the documents in Paragraph ① properly indicate the financial position and management performance of the Company in accordance with laws and regulations or the Articles of Incorporation; and
- 2. When there is consent from all auditors.
- ④ If the Board of Directors has approved pursuant to Paragraph ③, the representative director shall report the contents of each document in Paragraph ① to the general meeting of shareholders.
- ⑤ If the Board of Directors has approved pursuant to Paragraph ③, the representative director shall report the contents of each document in Paragraph ① to the general meeting of shareholders.
- ⑥ When the representative director has obtained approval from the general meeting of shareholders for each document under paragraph ① or the Board of Directors pursuant to Paragraph ③, the representative director shall immediately announce the balance sheet and the audit opinion of an outside auditor.
- Article 41 (Disposition of Surplus)
- The Company dispose of the earned surplus (including earned surplus carried forward) for each fiscal year as follows:
- ① Earned surplus reserves; <Amended on March 26, 2021>
- ② Other statutory reserves;
- ③ Dividends;
- ④ Discretionary reserves; and
- ⑤ Other appropriations of retained earnings.
- Article 42 (Dividends)
-
- ① Dividends shall be paid to shareholders or registered pledgees registered on the shareholder list as of the end of each fiscal year. However, interim dividends may be distributed to shareholders on a certain day once in the middle of the fiscal year by a resolution of the Board of Directors.
- ividends of profits may be paid in cash, shares or other forms of assets, and the interim dividends shall be paid in cash. <Amended on March 26, 2021>
- ③ If there is no claim for the payment of dividends for five years, the statute of limitations shall be expired.
- ④ Dividends resulting from the completion of the statute of limitations in Paragraph ③ shall belong to this Company.
-
- Article 43 (Bylaws)
- The Company may establish bylaws or regulations necessary for business by a resolution of the Board of Directors.
- Article 44 (Provisions Applicable Mutatis Mutandis)
- Matters not provided in this Articles of Incorporation shall be governed by the Commercial Act or other statutes
- These Articles of Incorporation has been in effect from December 28, 1999, and
- Amended from March 25, 2000
- Amended from February 08, 2001
- Amended from December 03, 2002
- Amended from March 15, 2003
- Amended from December 24, 2003
- Amended from March 13, 2004
- Amended from March 09, 2005
- Amended from March 21, 2008
- Amended from March 27, 2009
- Amended from December 27, 2010
- Amended from March 21, 2012
- However, the amendments to Articles 14, 27-2, 40, and 42 shall take effect from April 15, 2012.
- Amended from March 20, 2015
- Amended from March 25, 2016
- Amended from March 24, 2017
- The revision from the registration date of the merger of this Company and Hyundai Powertech Co., Ltd. shall take effect from January 02, 2019.
- Amended from March 30, 2020
- The revision shall take effect from March 26, 2021.
