Article 1 (Trade Name) This company is called Ecofin Co., Ltd.
Article 2 (Purpose) The purpose of this company is to manage the following business.
1. Mobile gift certificate sales, distribution and sales agency business
1. Electronic financial consulting
1. Internet shopping mall operation business
1. E-commerce business
1. Mail order business
1. Door-to-door sales
1. Carbon Emissions Exchange Operation
1. Carbon Emission Trading Business
1. Carbon Credit Banking
1. Online information provision business
1. P2P loan linked loan business
1. P2P funding platform operation
1. P2P Crowdfunding
1. P2P financial brokerage
1. P2P funding advisory business
1. All incidental projects related to each issue
Article 3 (Location of Head Office) The head office of this company is located in Seoul.
However, branches and business offices may be established in various places by the resolution of the directors.
Article 4 (Method of Public Notice) The method of public announcement of this company is published in the daily Kyunghyang Shinmun published in Seoul.
Chapter Chapter 2 Chapter Shares and shares
Article 5 (Total number of stocks to be issued by the company and contents and number of various stocks) The total number of stocks to be issued by the company is 10,000,000 common stocks.
Article 6 (Price of 1 share) The amount of 1 share of stock issued by this company is 5,000 won in gold.
Article 7 (Total number of stocks issued at the time of company establishment) The total number of stocks issued by this company at the time of company establishment is 60,000 shares.
Article 8 (Stock Certificates) The stocks of this company are registered stocks, and the stock certificates are four types: 1 stock certificate, 10 stock certificate, 100 stock certificate, and 500 stock certificate.
Article 9 (Delay in Payment of Stocks) A shareholder who has delayed payment of stocks shall pay a fine to the company at a rate of 1 won for each 1,000 won of delayed stocks from the day after the due date to the end of the payment, and in the event of damages due to this that damage must be compensated.
Article 10 (Preemptive Rights) When the company issues new stocks, shareholders have the right to be allocated new stocks in proportion to the number of stocks they own. However, in the case of giving up or losing the right to subscribe for new shares, or in the event of odd shares occurring in the allotment of new shares, the method of dealing with them shall be determined by the resolution of the general shareholders' meeting.
Article 11 (Market price issuance) In issuing new stocks, the company may issue some or all of them at market price, and the issue price is determined by a resolution of the general shareholders' meeting.
Article 12 (Transfer of stock certificates, etc.) ① When requesting a transfer of stock due to the transfer of stocks, the company's prescribed request form must be submitted along with the stock certificates. When requesting a transfer of title due to inheritance, bequest, or other reasons other than contracts, the company's prescribed request form must be submitted along with the stock certificate and documents proving the cause of acquisition.
② This company may have a transfer agent to handle the affairs related to the entry in the shareholder register. The transfer agent is selected by resolution of the directors.
Article 13 (Registration of Pledge and Indication of Trust Property) When requesting registration of pledge or indication of trust property in relation to the stocks of this company, the parties concerned must sign and seal the claim form set by this company and submit it with a stock certificate attached. .
The same applies to requesting cancellation of the registration or indication.
Article 14 (Reissuance of Stock Certificates) ① When requesting reissuance of stock certificates due to reasons such as division, consolidation, or deterioration of stock certificates, the request form set by the company must be signed and sealed and submitted with the old stock certificate attached.
②In case of request for reissuance due to loss of stock certificate, the company shall sign and seal the request form and submit it with the original or certified copy of the nullification judgment attached. do.
Article 15 (Fees) A person who makes a request under Articles 12 to 14 must pay the fees set by the company.
Article 16 (Closure of the stockholders' list) ① This company suspends changes to the stockholders' list from the day following the end of the business year to the end of the regular shareholders' meeting.
② Except in the case of Paragraph 1, if necessary to determine who will exercise the rights as a shareholder or pledgee , a resolution at the general meeting of shareholders It is possible to set the date of suspension of changes in the stockholders' register and the reference date together.
The company must announce this two weeks in advance.
Article 17 (Report of shareholder's address, etc.) Shareholders and registered pledgees of this company or their legal representatives or representatives shall report their names, addresses and seals to this company in accordance with the form prescribed by this company. The same shall also apply when there is a change in reported matters.
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Article 18 (Issuance of bonds) This company may issue bonds, convertible bonds, bonds with warrants, and exchangeable bonds to shareholders and non-shareholders by resolution of the shareholders' meeting.
Article 19 (Issuance of Convertible Bonds) ① Convertible bonds may be issued in the following cases.
1. In the case of issuing convertible bonds through public offering.
2. In the case of issuing convertible bonds for foreign investment under the Foreign Investment Promotion Act for business needs.
3. In the case of issuing convertible bonds to the partner company due to the need for technology introduction.
② The total amount of convertible bonds, conditions for conversion, the contents of stocks to be generated from conversion, and the period during which conversion can be requested are determined by a resolution at the general meeting of shareholders.
Article 20 (Issuance of bonds with warrants) ① Bonds with warrants may be issued in the following cases.
1. In case warrant bonds are issued through public offering.
2. In the case of issuing bonds with warrants for foreign investment pursuant to the Foreign Investment Promotion Act for business needs.
3. In the case of issuing bonds with warrants to the affiliated company due to the need for technology introduction.
②Total amount of bonds with warrants, contents of warrants granted to bonds with warrants, exercise period of warrants, stockholders and persons other than shareholders The meaning of giving, the total amount of bonds with warrants, and the types of stocks to be issued upon exercise of warrants shall be determined by the resolution of the general shareholders' meeting.
Article 21 (Regulations Applicable Mutatis Mutandis for Issuance of Bonds) The regulations stipulated in this Articles of Incorporation, such as the closure of the shareholder list, the base date, and the reporting of names and seals of shareholders, etc., shall apply mutatis mutandis to the case of bond issuance.
Chapter 4 Chapter General Meeting of Shareholders
Article 22 (Convocation) ① The regular shareholders' meeting of this company is convened within 3 months from the day following the last day of the business year, and an extraordinary shareholders' meeting is convened from time to time if necessary.
②The general meeting is convened by the representative director in accordance with the resolution of the board of directors, unless otherwise stipulated by law.
③ In case of death of the representative director, other directors call.
Article 23 (Notice of convocation) ① In convening a general meeting of shareholders, a written notice is sent to registered shareholders 10 days prior to the general meeting date and to unregistered shareholders 2 weeks prior to the general meeting date, or each shareholder consents and send notifications electronically. However, this period may be shortened with the consent of all shareholders in writing, telegraphy or electronic document at the general meeting. However, if there is consent from all shareholders, a general meeting of shareholders may be held without a convening procedure.
② Notice to shareholders holding less than 1/100 of the total number of issued and outstanding shares with voting rights implies that a general meeting of shareholders is convened two weeks in advance. The purpose of the meeting can be substituted for the written notice of convocation by publicizing the purpose of the meeting twice or more according to the registered public announcement method.
Article 24 (Chairman) The chairman of the general meeting of shareholders shall be the representative director, and in the absence of the representative director, another director shall serve as the chairman.
Article 25 (Chairperson's right to maintain order, etc.) ① The chairman of the general shareholders' meeting may order a person who intentionally disturbs the proceedings at the general shareholders' meeting or disrupts order by exercising other physical force to stop speaking or leave the meeting. have.
② The chairman of the general meeting of shareholders may limit the time and number of times shareholders may speak when deemed necessary for smooth proceedings.
Article 26 (Resolutions and Quorum for Decisions at General Shareholders’ Meetings) ① A resolution at a general shareholders’ meeting 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 for in the articles of incorporation and the law.
② Stocks without voting rights are not included in the majority of voting rights and the total number of issued shares.
③The following items must be made with at least 2/3 of the voting rights of the shareholders present and at least 1/3 of the total number of issued shares.
1. Amendment of Articles of Incorporation
2. Increase in authorized capital
3. Merger, division, merger through division, dissolution, liquidation, or company reorganization according to the Company Reorganization Act
4. Transfer of all or one half or more of the business and assets of this company, or acquisition of all or one half or more of the business and assets of another company
5. Dismissal of directors, auditors and liquidators
6. Reduction of capital
7. The name of the person to be granted the stock option, the method of granting the stock option, the exercise price and exercise period of the stock option, the types of stocks to be delivered to each person to be granted the stock option upon exercise of the stock option, and number
8. In accordance with other laws and regulations
④Written consent of all shareholders can be substituted for the resolution of the general meeting of shareholders.
Article 27 (Voting Rights, etc.) ① The voting right of a shareholder shall be one for each share.
②Shareholders may exercise their voting rights by proxy. In order for a proxy to exercise voting rights, he/she must submit a document proving his/her authority to the chairman before voting.
Article 28 (Minute of General Meeting) In the minutes of the general meeting of shareholders, the progress of the proceedings and the results thereof shall be entered, and the chairman and the directors in attendance shall affix their names and seals or sign and shall be preserved and kept at the head office.
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Article 29 (Number of Directors) The company's representative director and directors consist of more than one person and do not constitute a board of directors.
Article 30 (Appointment of directors) ① Directors and representative directors are appointed at the general shareholders' meeting.
② The appointment of directors shall be made with a majority of the voting rights of the shareholders present, but with at least one quarter of the total number of issued and outstanding shares.
Article 31 (Term of office of directors) The term of office of directors shall be three years. However, if the term of office expires after the end of the final settlement period and before the regular general meeting of shareholders regarding the settlement period, the term of office shall be extended until the end of the general meeting.
Article 32 (Sub-election of Directors) ① When a director is vacant, an extraordinary general meeting of shareholders is convened to appoint a substitute. However, when the statutory number of remaining executives is met and there is no impediment to the execution of business, the appointment of a substitute may be withheld or postponed until the next regular shareholders' meeting.
②The term of office of directors elected by replacement or increase shall be the same as that of other directors.
Article 33 (CEO) The representative director represents the company and oversees the business.
Article 34 (Duties of Directors) Directors shall perform their duties with the care of a good manager in accordance with the laws and regulations and the articles of incorporation.
Article 35 (Reporting Obligation of Directors) When a director discovers a fact that may significantly damage the company, he or she must immediately report it to the auditor.
Article 36 (Executives' Remuneration and Retirement Allowance) ① Executives' remuneration is determined by a resolution of the general shareholders' meeting. However, for executives who concurrently perform employee duties, the remuneration for the employee's duties shall be in accordance with the case of other employees.
②The payment of executive severance pay shall be in accordance with the executive severance pay payment regulations approved by the general shareholders' meeting.
③ The severance pay in the preceding paragraph shall be at least the minimum amount stipulated in the Labor Standards Act.
Article 37 (Counselors and Advisors) ① This company can have a few consultants or advisors.
② Non-full-time consultants or advisors are not registered.
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Article 38 (Auditor) ① This company has more than one auditor. However, if the capital is less than 1 billion won, the auditor may not be appointed.
②Agenda for the election of auditors shall be resolved separately from those for the election of directors.
③ The appointment of an auditor shall be made with a majority of the voting rights of the shareholders present, but with at least a quarter of the total number of issued and outstanding shares. However, stockholders who hold stocks exceeding 3/100 of the total number of issued and outstanding stocks with voting rights shall not exercise their voting rights in the appointment of auditors under Paragraph 1 with respect to the stocks in excess.
Article 39 (Term of office of auditor) The term of office of an auditor shall be until the end of the regular shareholders' meeting regarding the final settlement period within 3 years after inauguration.
Article 40 (Sub-election of Auditors) If there is a vacancy among the auditors, the general meeting of shareholders shall appoint a vacancy. However, this is not the case if the number of members stipulated in Article 38 of this Articles of Incorporation is not reduced and there is no obstacle in the performance of business.
Article 41 (Auditor's Duties) ① The auditor audits the company's accounting and business.
② Auditors may request the convocation of an extraordinary general meeting by submitting a written statement stating the purpose of the meeting and the reason for convocation to the CEO.
③ Auditors may request business reports from subsidiaries when necessary to perform their duties. In this case, when the subsidiary does not report without delay or when it is necessary to confirm the contents of the report, the business and property status of the subsidiary may be investigated.
Article 42 (Auditor's Audit Records) An auditor shall prepare an audit record concerning the audit, and in the audit record, the implementation guidelines and the results thereof shall be written in the audit record, and the auditor who conducted the audit shall affix his/her name and seal or signature.
Article 43 (Auditor's Remuneration and Retirement Allowance) ① Auditor's remuneration is determined by the resolution of the general shareholders' meeting. However, in the case of an audit performed concurrently with the work of an employee, the remuneration for the work of the employee shall be in accordance with the case of other employees.
② The payment of severance pay for auditors shall be in accordance with the executive severance pay payment regulations passed by the general shareholders' meeting.
③ The severance pay in the preceding paragraph shall be at least the minimum amount stipulated in the Labor Standards Act.
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Article 44 (Business Year) The business year of this company is from January 1st to December 31st of each year.
Article 45 (Preparation and keeping of financial statements and business reports, etc.) ① The representative director of this company must prepare the following documents, their supplementary statements and business report six weeks before the date of the regular shareholders' meeting, and receive an audit by the auditor. The following documents and business reports must be submitted to the regular general meeting of shareholders.
1. Balance Sheet
2. Income statement
3. Statement of appropriation of retained earnings or statement of disposition of deficit
4. Other financial statement supplementary statements and business reports
② Auditors must submit an audit report to the directors one week prior to the date of the regular general meeting of shareholders.
③ The CEO sends the documents under each subparagraph of Paragraph 1 and its supplementary specifications to the head office, together with the business report and audit report, 5 weeks prior to the regular shareholders’ meeting. Annually, the duplicate must be kept at the branch office for 3 years.
④When the CEO obtains approval from the shareholders' meeting for the documents in each subparagraph of Paragraph 1, the balance sheet and external auditor's audit opinion shall be publicly announced without delay. .
Article 46 (Disposal of Profits) The balance after deducting the total expenditures from the total profits for each period shall be treated as profits and disposed of as follows.
1. More than 1/10 of the profit dividend amount by the profit reserve money
2. A small amount of separate reserves
3. Some shareholder dividends
4. Some executive bonuses
5. A little bit of late carryover
6. Random deposit
Article 47 (Profit Dividend) Profit dividends shall be in cash or stock, and shall be paid to shareholders or pledgees listed in the shareholder register as of the end of each settlement period.
Article 48 (Extinctive Prescription of Rights to Claim Payment of Dividends) If the right to claim dividends is not exercised for five years, the extinctive prescription expires. Dividends due to completion of the extinctive prescription belong to this company.
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Article 49 (Internal Regulations) This company may set internal regulations such as detailed rules necessary for business performance and management by resolution of directors, if necessary.
Article 50 (First business year) The starting point of the first business year of this company is from the date of establishment to December 31 of the year concerned.
Article 51 (Promoter's name, address, etc.) The name, resident registration number and address of the promoters of this company are as described at the end of this Articles of Incorporation.
The articles of incorporation are prepared as above, and the promoters sign or affix their names and seals thereto.
February 07, 2018