inno.N

[Article 1] Name of company
The name of the Company shall be HK inno.N

[Article 2] Purpose
The purpose of the Company shall be to engage in the following businesses.
1) Manufacturing and sales of medicines, animal medicines, medical equipment and medical devices, wholesale and import and export industries.
2) Manufacturing, sales, and import and export of medicines, toothpaste, sanitary products, and packaging containers.
3) Manufacturing and selling organic and inorganic chemical industrial products (including dyes, pigments, paints, pesticides and pesticide raw materials, pesticides, bleach, light water softeners, ceramics, catalysts, fiber processing agents, various additives, various intermediates, etc.)
4) Manufacturing, sales, and import and export of cleaning agents, surfactants, synthetic detergents, makeup soaps, and cosmetics.
5) Distribution sales business.
6) Manufacturing, processing, subdividing, and sales of beverages and multiples.
7) Manufacturing, processing, subdividing, and sales of other foods and beverages.
8) Manufacturing, sales, and import and export of health functional foods.
9) Real estate business and real estate rental business.
10) Import and Export Business and agency Business.
11) Storage and warehouse business.
12) Periodical publication and copyright management business.
13) Internet e-commerce business.
14) Education service industry.
15) The sales and rental business of technology-related services, services, and know-how.
16) Medical and Pharmaceutical Research and development business
17) Manufacturing, sales, import and export of related facilities in each paragraph, sales and import of technology services, and import and export of technology services.
18) All investments in related projects under each paragraph or subsidiary projects.

[Article 3] Head office and branches
The headquarters may be located in Cheongju, Chungcheongbuk-do and branches may be established by resolution of the board of directors if necessary.

[Article 4] Method of public notices
The Company's public notices shall be put up at its website (http://www.inno-n.com).
Where it is impossible to comply with the foregoing requirement due to an unavoidable situation such as a computer glitch, the Company shall post such notices in JoongAngIlbo.

[Article 5] Total number of stocks to be issued by the Company
The total number of stocks to be issued by the Company shall be 100,000,000 stocks.

[Article 6] Par value per stock
The par value per stock to be issued by the Company shall be KRW 500.
[Article 7] Electronic registration of rights to be indicated on stocks and stock subscription warrant
Instead of issuing stock and stock subscription warrant, this company electronically registers the rights to be indicated on stocks and new stock certificates in the electronic registration account book of the electronic registration agency.

[Article 8] Types of stocks
① The types of stocks issued by this company shall be registered common stocks and registered class stocks.
② The total number of shares issued by this company at the time of establishment is 1 million shares.
③ Class stocks issued by the company shall be preferred stocks on dividends, preferred stocks on the distribution of residual property, stocks on the exclusion or restriction of voting rights, stocks on the redemption of stocks(RCPS) and all or part of them.
④ When this company issues new shares, the allocation of new shares to class stocks is the same as those allocated to common stocks in the case of paid-in capital increase and stock dividends, and in the case of free capital increase, it has the right to acquire such shares. However, if the board of directors determines otherwise when issuing class stocks, the determination shall be followed.

[Article 8-2] preferred stock on dividends or distribution of residual property
① The company may issue preferred stocks (hereinafter referred to as "dividend preferred stocks") that have priority over dividends of profits over ordinary stocks or preferred stocks (hereinafter referred to as "residual property distribution stocks") that have priority over distribution of residual assets.
② In the case of issuing dividend preferred stocks or residual property distribution preferred stocks, it may be deemed that there is no voting right in accordance with the resolution of the board of directors. However, stocks without such voting rights cannot exceed 25/100 of the total number of issued stocks.
③ When issuing dividend-preferred stocks, the board of directors sets a preferential dividend rate of 0.1% or more per year based on the par value at the time of issuance, and determines the type of dividend property, the method of determining the value of dividend property, and the conditions for profit.
④ If issuing preferred stock dividend The Board of Directors of common stock dividend yield ratio is about to exceed the rate of cases The excess of preferred stock dividend and common stock dividend by taking part in equal proportions to can do.
⑤ the preferred stock dividends for preferred stock dividend in case of issuing a dividend of a If you can't do in any business year, accumulated on the next business year's dividend, undivided to have to pay out you can do.
⑥ residual property allocation, by the Board of Directors for preferred stock issuance, of its remaining assets in accordance with a priority.
⑦ In the case of issuing residual property distribution ship stocks, the board of directors may distribute the excess shares by participating in the same rate as ordinary stocks if the distribution per share exceeds the distribution per share of residual property distribution ship stocks.
⑧ In the case of a company's paid-in capital increase or free capital increase, the allocation of new shares to dividend preferred stocks or shares distributed to residual property shall be common stocks in the case of paid-in capital increase and stocks of the same kind in the case of free capital increase.
⑨ Other specific matters concerning the conditions of dividend preferred stocks or residual property distribution preferred stocks not prescribed in this Article shall be determined by the resolution of the board of directors.

[Article 8-3] Redeemable stocks
① According to a resolution of the board of directors, the company may issue redeemable stocks that can be incinerated at the company's choice or at the request of its shareholders, and the number of issued stocks shall be within 50/100 of the total number of issued stocks.
② The repayment value of redeemable stocks shall be "issued value + additional amount", and the additional amount shall be determined by the resolution of the board of directors at the time of issuance, taking into account the dividend rate, interest rate, market conditions, and other circumstances related to the issuance of redeemable stocks.
③ be payback time period is 10 years after the date of issue from the date of issue of convertible redeemable note, published in the range of less than a determination shall be set by the Board of Directors.However, the repayment by the expiration date, following reasons occur under either extend the period until the reason has been resolved.
1. In the case where preferential dividends for redeemable stocks are not completed
2. In a case where the company's profits are insufficient and cannot be repaid within the repayment period
④ this company's repayment under the option that can be paid at all, we are redeemable share of redeemable stock or in the division can be repaid.However, the instalments if stock prices or pro rata repayment by the method described in the draw we shall set the total abstinence from alcohol to, pro rata, is not to pay it.
⑤ In the case of redeemable stocks at the company's option, when the company intends to repay the redeemable stocks, it announces the intention to repay and submit the shares to the company for at least one month, notifies the shareholders and pledgee separately, and compulsory repayment when the period expires.
⑥ In the case of redeemable stocks repaid at the request of shareholders, shareholders exercising their right to claim repayment within the repayment request period must notify the company of their intention to repay and the stocks subject to repayment for a period of at least one month.
⑦ In the case of redeemable stocks repaid at the request of shareholders, shareholders exercising the right to claim repayment may request the company to repay all of the redeemable stocks at once or in installments. However, this company may repay in installments if dividendable profit is insufficient at the time of requesting repayment, and in the case of installment repayment, the company may determine stocks to be repaid by lottery or allocation ratio, and the owners that occur in allocation ratio shall not repay them.
⑧ Other specific matters concerning the terms and conditions of redeemable stocks not prescribed in this Article shall be determined by the resolution of the board of directors.

[Article 8-4] Convertible stocks
① According to a resolution of the board of directors, the company may issue stocks that can be converted into ordinary stocks or other types of stocks at the request of shareholders or at the company's choice, and the number of issued stocks shall be within 50/100 of the total number of issued stocks.
② The number of shares to be issued due to conversion is determined by the resolution of the board of directors at the time of issuance, and the board of directors may adjust the conversion ratio or conversion price if any reason for adjustment occurs.
③ The issue price of the new shares in issue price of stock before the transition during switching.
④ The conversion period of convertible stocks shall be determined by a resolution of the board of directors within 10 years from the day after the issuance date.
⑤ The reason for conversion of convertible stocks converted according to the company's choice shall be determined by a resolution of the board of directors at the time of issuance in consideration of the company's financial and management needs.
⑥ Other specific matters concerning the terms and conditions of convertible stocks not prescribed in this Article shall be determined by the resolution of the board of directors at the time of issuance.

[Article 9] transfer agent
① This company has a transfer agent of shares.
② The scope of the transfer agent, the place of business handling, and agency work shall be determined by the resolution of the board of directors.
③ The company shall keep a list of shareholders or copies of the stock transfer agent's office and have the transfer agent handle the transfer of shares, registration or cancellation of pledge, indication or cancellation of trust property, issuance of stock certificates, receipt of reports, and other shares. However, if a company electronically registers stocks in an electronic registration account pursuant to the "Electronic Registration of Stocks, Bonds, etc." Act, the electronic registration of stocks, management of the shareholders' register, and other stock affairs shall be handled by the transfer agent.
④ The procedure for handling affairs under Clause 3 shall be governed by the relevant business regulations prescribed by the transfer agent.

[Article 9-2] drawing up and keeping stockholder’s list
① When the company receives notification of the owner's specifications from the electronic registration agency, it shall prepare and keep a list of shareholders by stating the notified matters and the date and date of notification.
② The company may request the electronic registration agency to prepare the owner's specification if necessary, such as a change in the current status of shareholders (including related parties) with more than 5% of the stake.
③ This company may prepare a list of shareholders in electronic documents pursuant to Article 352-2 of the Commercial Act.

[Article 10] Acquiring new shares
① Shareholders of this company have the right to receive the allocation of new shares in proportion to the number of shares he owns in issuing new shares.
② Notwithstanding the provisions of Clause 1, this company may allocate new shares by resolution of the board of directors to persons other than shareholders in any of the following cases.
1. In a case where new shares are recruited to list stock certificates on the stock market within the scope of not exceeding 20/100 of the total number of issued shares or the acquirer is required to acquire them for recruitment.
2. In a case where new shares are issued in accordance with Article 165-6 of the Capital Markets and Financial Investment Business Act within the scope of not exceeding 20/100 of the total number of issued shares.
3. Where it is necessary to achieve the company's management objectives, such as the introduction of new technologies and improvement of financial structure, pursuant to the proviso to Clause 2 of Article 418 of the Commercial Act within 20/100 of the total number of issued shares.
4. In a case where new shares are issued pursuant to the issuance of a depository receipts (DR) within the scope of not exceeding 20/100 of the total number of issued shares.
5. In the case of allocating new shares to ESOP.
6. In a case where new shares are issued due to the exercise of the stock purchase option pursuant to Articles 340-2 and 542-3 of the Commercial Act.
③ Where new shares are allocated in the manner of Clause 1 of Article, new shares shall be allocated in any of the following ways by resolution of the board of directors.
1. A method of allocating new shares to an unspecified number of subscribers without classifying the types of persons who give them an opportunity to subscribe to new shares.
2. A method of allocating new shares to members of ESOP in accordance with relevant laws and giving unspecified people an opportunity to subscribe to new shares, including unsubscribed shares.
3. A method of giving shareholders an opportunity to preferentially subscribe to new shares, and giving unspecified multiple people an opportunity to receive new shares if there are stocks that have not been subscribed.
4. A method in which an investment trader or investment broker gives a specific type of person an opportunity to subscribe to a new stock in accordance with reasonable standards prescribed by relevant laws, such as demand forecasting prepared as an underwriter or organizer.
④ When allocating new shares to non-shareholders pursuant to Clause 2, the company shall notify or publicly announce matters prescribed by the Commercial Act, such as the type and number of new shares, the issuance price and payment date of new shares, and the acquisition method of new shares. However, in accordance with Article 165-9 of the Capital Markets and Financial Investment Business Act, the notification and public announcement may be replaced by disclosing the report on major matters to the Financial Services Commission and the Exchange.
⑤ In the case of issuing new shares by any one of the subclause of Clause 2, the type, number, and issuance price of shares to be issued shall be determined by a resolution of the board of directors.
⑥ In the event that a shareholder renounces or loses the right to underwrite new shares or withdraws from the allocation of new shares, the method of handling it shall be determined by the resolution of the board of directors.

[Article 11] Stock option
① The company may grant a stock option pursuant to Articles 340-2 and 542-3 of the Commercial Act within 10/100 of the total number of issued shares by a special resolution at the general shareholders' meeting. However, within the range of 3/100 of the total number of issued shares, the right to purchase shares may be granted by the resolution of the board of directors. In this case, the stock purchase option may be granted in a performance-linked manner linked to management performance or stock index.
② Where a stock option is granted by a resolution of the board of directors pursuant to the proviso to Clause 1, approval from the general shareholders' meeting to be convened for the first time after the date of grant shall be obtained.
③ Those eligible for stock options under Clause 1 shall be executives and employees of a company that may contribute to or contribute to the establishment, management, overseas sales, or technological innovation of the company, and executives and employees of related companies prescribed by Clause 1 of Article 30 of the Enforcement Decree of the Commercial Act. However, the company's directors cannot be given the right to purchase shares by resolution of the board of directors.
④ The stocks to be issued by the exercise of the stock option (In the case of issuing the difference between the exercise price of the stock option and the real value as cash or treasury stock, it refers to the stock that becomes the basis for calculating the difference) shall be registered common stocks.
⑤ In cases falling under any of the following subclause, the granting of the stock option may be revoked by the resolution of the board of directors.
1. In the case where the relevant executives and employees retire or retire according to their own will after being granted the stock option.
2. In the case where the relevant executives and employees cause serious damage to the company intentionally or by negligence.
3. In the case where it is impossible to comply with the exercise of the stock option due to bankruptcy or dissolution of the company.
4. In the case where other grounds for cancellation prescribed in the stock purchase option grant agreement occur.
⑥ The company grants the stock option in the following ways.
1. Method of issuing and issuing newly registered common stocks (or registered preferred stocks) at the exercise price of the stock option
2. Method of issuing treasury stocks of registered common stocks (or registered preferred stocks) at the exercise price of the stock option.
3. Method of issuing the difference between the exercise price of the stock option and the market price as cash or treasury stock.
⑦ The exercise period of the stock purchase option may be determined by the resolution of the board of directors within the range of seven years from the date two years have elapsed from the resolution date of the general shareholders' meeting. However, a person who dies within two years from the date of resolution under Clause 1, retires due to retirement age, retirement, or retirement due to reasons other than his/her own attributable may exercise the stock purchase option during the exercise period.
⑧ The exercise price per share of shares to exercise the stock option shall be equal to or greater than the following prices. The same applies to cases where the exercise price is adjusted after the stock option is granted.
1. In the case of issuing and issuing new stocks, the higher amount among the prices of the following items
A. The actual value of stocks based on the date of granting the stock option
B. The recommended amount of the stock.
2. In the case of transferring treasury stocks, the actual value of stocks based on the date of granting the stock option.

[Article 12] Equal dividend
As of the dividend base date, this company distributes all shares of the same kind issued (including converted cases) equally regardless of the issuance date.

[Article 13] Base day
① This company shall have shareholders listed in the final shareholders' list on December 31 of each year to exercise their rights at regular shareholders' meetings on the settlement period.
② The company may have shareholders listed in the shareholders' register as shareholders who exercise their rights on the date determined by the resolution of the board of directors, and the company shall announce them two weeks before the date determined by the resolution of the board of directors.

[Article 14] Issuance of corporate bonds
① This company may issue corporate bonds upon the approval of the Board of Directors.
② The Board of Directors may delegate to the CEO its authority to determine the bond type, amount and timing of the issuance, which shall occur within 1 year from the approval of such delegation.

[Article 15] Issuance of convertible bonds
① In any of the following cases, this company may issue convertible bonds to persons other than shareholders by resolution of the board of directors.
1. In a case where convertible bonds are issued by means of general public offering or shareholder priority public offering within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
2. In a case where convertible bonds are issued to domestic and foreign financial institutions or institutional investors for urgent financing within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
3. In a case where convertible bonds are issued to the other party for the introduction, research and development, production, sales, and capital partnership of important business technologies within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
② Where bonds are allocated in the manner of Subclause 1 of Clause 1, bonds shall be allocated in any of the following ways by resolution of the board of directors.
1. Method of allocating bonds to an unspecified number of subscribers without classifying the type of person who gives the opportunity to subscribe to the acquisition of bonds.
2. Method of giving shareholders an opportunity to preferentially subscribe to the acquisition of bonds and giving unregistered bonds an opportunity to receive bonds to an unspecified number of people.
3. Method of giving a specific type of person an opportunity to subscribe to a bond in accordance with reasonable standards prescribed by relevant laws, such as demand forecasting prepared by an investment trader or investment broker as an underwriter or organizer.
③ The Board of Directors in the convertible bond part of Clause 1 conversion right, just about to grant conditions can issue them in line.
④ Stocks issued due to conversion shall be common stocks, and the conversion value shall be determined by the board of directors when issuing bonds at the face value or higher of the stocks.
⑤ The period during which conversion can be requested shall be from the day following the issuance date of the relevant bond to the day immediately preceding the repayment date. However, within the above period, the period may be adjusted by a resolution of the board of directors in accordance with relevant laws and regulations.
⑥ In the case of conversion into stocks, the company pays interest only on interest that has arrived before conversion.

[Article 16] Issuance of bonds with warrants
① The company may, in any of the following cases, issue bonds with warrants to persons other than existing stockholders of the Company, by a resolution of the Board of Directors.
1. In a case where bonds with warrants are issued by means of general public offering or shareholder priority public offering within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
2. In a case of issuing bonds with warrants to domestic and foreign financial institutions or institutional investors for urgent financing within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
3. In a case where bonds with warrants are issued to the other party for the introduction, research and development of important business technologies, production, sales, and capital alliances within the extent to which the total face value of a bond does not exceed the amount converted into money by 20/100 of the total number of issued shares.
② Where bonds are allocated in the manner of Subclause 1 of Clause 1, bonds shall be allocated in any of the following ways by resolution of the board of directors.
1. A method of allocating bonds to an unspecified number of subscribers without classifying the types of persons who give them an opportunity to subscribe to the acquisition of bonds.
2. A method of giving shareholders an opportunity to preferentially subscribe to the acquisition of bonds and giving unregistered bonds an opportunity to receive bonds to an unspecified number of people.
3. The type of stock issued by an investment trader or investment broker by giving a specific type of person an opportunity to subscribe to a bond under relevant laws, such as demand forecasting as an underwriter or organizer, shall be registered common stock, and the issuance price shall be determined by the board of directors.
③ The amount of money that can be requested for the acquisition of new shares shall be determined by the board of directors within the scope not exceeding the total face value of the bonds.
④ Stocks issued by the exercise of new stock rights shall be common stocks, and the issuance price shall be determined by the board of directors when issuing bonds at a par value or more.
⑤ The period during which the right to underwrite new stocks can be exercised shall be from the day following the issuance date of the relevant bond to the day immediately before the repayment date. However, within the above period, the period may be adjusted as a resolution of the board of directors in accordance with relevant laws and regulations.

[Article 17] Applicable provisions for the issuance of bonds
With respect to issuance of bonds, Article 9 shall apply mutatis mutandis thereto

[Article 17-2] Electronic registration of right to be indicated on bonds and subscription right warranties
Instead of issuing bonds and new stock certificates, the company may electronically register the rights to be indicated on bonds and new stock certificates in the electronic registration account book of the electronic registration agency. However, in the case of bonds, electronic registration may not be performed except for listed bonds, etc., in which electronic registration is mandatory according to laws and regulations.

[Article 18] Person authorized to convene
① An ordinary general meeting of stockholders shall be held within 3 months from the date determined in Clause 1 of Article 13, and an extraordinary general meeting of stockholders may be convened as deemed necessary.
② In convening a general shareholders' meeting, a notice of convocation stating the date, place, and purpose of the meeting must be sent in writing to each shareholder two weeks before the general meeting date or in electronic documents with the consent of each shareholder. However, if the notification has not reached the address of the shareholders on the shareholders' list for three years, the company may not notify the relevant shareholders of the convocation of the general meeting.
③ The notification of convocation of shareholders who own less than one-hundredth of the total number of voting shares may be substituted for the notification of convocation under Clause 2 by announcing the purpose of the meeting in the Maeil Economic Daily and Seoul Newspaper.
④ If other rules and the act of holding a general meeting of shareholders, except in accordance with the resolution of the Board of Directors called by the executive and chief executive officer of the time of an accident in Clause 2 of Article 32 of the subject to the regulations.

[Article 19] Place of meeting
The general shareholders' meeting shall be held within the location of the head office, but may also be held in other regions determined by the board of directors as necessary.

[Article 20] Chairman
The CEO of the Company shall preside as chairman at all general meetings of stockholders. If the CEO of the Company is absent or unable to perform his/her duties as chairman of a general meeting of stockholders, Clause 2 of Article 32 shall apply mutatis mutandis thereto.

[Article 21] Chairman's authority to maintain order
① The chairman of the general meeting of stockholders may order persons who purposely speaks or acts in a manner that prevents or disrupts the deliberations of the general meeting of stockholders or who otherwise significantly disturbs the public order of the general meeting of stockholders to stop their remarks or to leave the place of meeting.
② The chairman may restrict the length and frequency of the speech of stockholders if it is necessary for the smooth deliberations of the general meeting of stockholders.

[Article 22] Voting rights
Each stockholder shall have 1 vote for each stock he/she/it owns.

[Article 23] Method of resolution
Decisions taken by the shareholders are set by other law except when there is a majority of voting rights of shareholders present at, but total number of issued stocks of more than a quarter of channel should be.

[Article 24] Voting by proxy
① A stockholder may exercise his/her/its vote through a proxy.
② A proxy holder under Clause 1 above shall file with the Company documents(power of attorney) evidencing the authority to act as a proxy prior to the commencement of the general meeting of stockholders.

[Article 25] Ununification exercise of voting rights
① When a shareholder with two or more voting rights intends to exercise unification of voting rights, he/she shall notify the company in writing three days before the date of the meeting.
② The company may refuse a Diverse Exercise of Voting of the shareholders.But shareholders have for others or other stock for the trust of the stock if That's not the case.
[Article 26] Minutes
The progress of the general shareholders' meeting shall be recorded in the minutes, and the chairman and the director present shall sign or seal and keep them at the headquarters and branches.

[Article 27] Number of directors
① The Company shall have 3 directors or more, and the number of non-executive directors shall not be less than 1/4 of the total number of directors.
② If the number of non-executive directors fails to meet the requirements determined in Clause 1 above due to reasons such as resignation and death, additional non-executive directors shall be appointed at the general meeting of stockholders held following the occurrence of that reason.
③ The board of directors does not consist of all directors of a specific.

[Article 28] Appointment of directors
① Directors shall be elected at a general meeting of stockholders.
② The appointment of directors shall be determined by the affirmative vote of a majority of the stockholders present, and such votes shall represent not less than 1/4 of the total number of issued and outstanding stocks of the Company.
③ If more than 2 directors are appointed, the concentrated vote system specified in Article 382-2 of the Commercial Act shall not be applied

[Article 29] Term of director
The term of office of directors shall be three years. However, if the term of office expires before the regular general shareholders' meeting regarding the relevant settlement period after the final settlement period ends, the term of office shall be extended until the end of the general meeting.
[Article 30] By-election
Any vacancy in the office of a director shall be filled by an election at the general meeting of stockholders, except where the required number under Article 27 is satisfied and there is no difficulty in executing business affairs.

[Article 31] Appointment of CEO
① The Company shall appoint 1 or more CEOs of the Company and a number of presidents, vice-presidents, managing directors, directors, etc. of the Company by a resolution of the Board of Directors
② In addition to the CEO, a few vice president, executive director, and managing director may be appointed.

[Article 32] Duties of directors
① The CEO shall represent the Company and generalize the business processes of the Company.
② The vice-presidents, managing directors and directors shall assist the CEO and divide the business processes of the Company. If the CEO is absent or unable to perform his/her duties, the position shall be filled in accordance with the order of priority determined by the Board of Directors.

[Article 32-1] Reduction of directors' responsibilities
① The company may exempt directors from liability under Article 399 of the Commercial Act by a resolution of the general shareholders' meeting for more than six times (three times in the case of outside directors) of the remuneration for the past year (including bonuses and profits from the exercise of stock purchase options).
② The provisions of Clause 1 shall not apply to cases where damage is caused by intentional or serious negligence of a director, and where the director falls under Articles 397 (Prohibition of Competition), 397-2 (Prohibition of Use of Company Opportunities), and 398 (Prohibition of Self-Transaction).

[Article 33] Reporting duties of directors
Upon discovering a fact that might potentially cause material damage to the Company, a director shall immediately report such fact to the auditor.

[Article 34] Composition and role of the Board of Directors
① The board of directors consists of directors and resolves important matters in this company's business as prescribed by laws, articles of association, or board of directors regulations.
② The board of directors is convened by each director. However, this is not the case when there is a separate director set by the board of directors.
③ Directors who convene the board of directors shall convene by notifying each director in writing or verbally a week prior to the meeting of the board of directors. However, if all directors agree, the convocation procedure may be omitted.
④ The chairman of the board of directors is determined by the board of directors. However, if the board of directors separately determines the right to convene the board of directors pursuant to the proviso to Clause 2, the director shall be the chairman.

[Article 35] Method of resolution of the meetings of board of directors
① All resolutions of Board of Directors meetings shall be adopted by the affirmative vote of more than 1/2 of the directors present at such meeting where more than 1/2 of the total number of directors are present. However, resolutions of the board of directors on matters falling under Articles 397-2 (prohibition of the use of company opportunities) and 398 (prohibition of self-dealing) of the Commercial Act shall be at least 2/3 of the directors.
② The board of directors may allow all directors to participate in the resolution by means of telecommunications that transmit and receive voices simultaneously without all or part of the directors attending the meeting in person. In this case, the relevant director shall be deemed to have attended the board of directors in person.
③ Any director who has a special interest in a resolution matter shall not be entitled to vote in such resolution.

[Article 36] Committee
① The Company shall have the following committees within the Board of Directors:
1. Audit Committee
2. Outside Director Candidate Recommendation Committee
3. Interal Trade Committee
4. Sustainability Management Committee
5. Other committees deemed necessary by the board of directors.
② The composition, authority and operation details of each committee shall be determined by a resolution of the Board of Directors.
③ With respect to committees, Articles 34 and 35 shall apply mutatis mutandis thereto.

[Article 37] prohibition of competitive transaction
Directors cannot engage in the same kind of business as this company without the approval of the board of directors. However, this is not the case when director is appointed as a director knowing that the director is in competition.


[Article 38] The composition of the audit committee
① The company instead of the Subclause 1 of Clause 1 of Article 36 to the audit by the provisions of the Audit Committee shall be organized.
② The audit committee consists of three or more directors.
③ More than two-thirds of the Committee shall be non executive directors, and second team of 10, paragraph 2. the Commercial Act instead of outside directors must satisfy such requirements.
④ Members of the Audit Committee shall appoint an audit committee from among the appointed directors after appointing a director at the general shareholders' meeting. In this case, one of the members of the Audit Committee shall be appointed as a director who becomes a member of the Audit Committee separately from other directors by resolution of the general shareholders' meeting.
⑤ The appointment of members of the Audit Committee shall be a majority of the voting rights of the shareholders present, but shall be at least a quarter of the total number of issued shares. However, in cases where voting rights can be exercised electronically pursuant to Clause 1 of Article 368-4 of the Commercial Act, the appointment of members of the Audit Committee may be resolved as a majority of the voting rights of the shareholders present.
⑥ Members of the Audit Committee may be dismissed by a resolution of the general shareholders' meeting pursuant to Article 434 of the Commercial Act. In this case, the members of the Audit Committee pursuant to the proviso to Clause 4 shall lose both the positions of directors and members of the Audit Committee.
⑦ In the appointment and dismissal of members of the Audit Committee, shareholders with more than three-fifths of the total number of issued shares, excluding stocks without voting rights, (In the case of the largest shareholder, when appointing or dismissing a member of the Audit Committee other than an outside director, the shares owned by his/her related party and other persons prescribed by the Enforcement Decree of the Commercial Act shall be added
up.) shall not exercise voting rights on stocks exceeding that.
⑧ The Audit Committee shall select a person to represent the Committee by its resolution. In this case, the chairperson shall be an outside director.
⑨ If the number of outside directors falls short of the constituent requirements of the audit committee prescribed in this Article due to reasons such as resignation or death of outside directors, the requirements shall be met at the first general shareholders' meeting after the cause occurs.

[Article 38-2] Appointment of the representative of the audit committee
The Audit Committee shall appoint a representative of the Committee by its resolution.

[Article 38-3] Duties of the audit committee
① The audit committee shall audit the accounting records and business activities of the Company.
② If necessary, the audit committee may request for convocation of a meeting of the Board of Directors by submitting the agenda and reason for convocation of such meeting in writing to the director(if there is a person in charge of convocation, this director refers to that person, and the same applies hereinafter).
③ If, despite the request under Clause 2 above, the director fails to convene a meeting of the Board of Directors immediately, the requesting audit committee may convene such meeting.
④ The audit committee may request for convocation of an extraordinary general meeting of stockholders by submitting the agenda and reason for convocation of such meeting in writing to the Board of Directors.
⑤ The audit committee may request business reports from any subsidiary of the Company if it is necessary for performing its duties. In such case, if the subsidiary does not promptly report to the auditor or the auditor needs to verify the contents of such report, the auditor may investigate the status of business activities and the financial conditions of the subsidiary.
⑥ The audit committee shall appoint the Company's external auditors.
⑦ In addition to Clause 1 or 6, the Audit Committee handles matters delegated by the board of directors.
⑧ The auditor may seek help from experts at the expense of the Company.

[Article 38-4] Audit records
The audit committee shall prepare audit records for the audit it has conducted. The audit records shall record the proceedings and results of the audit, and shall be signed and sealed by or shall bear the signature of the auditor who have conducted such audit.

[Article 39] Minutes of the meetings of Board of Directors
① The proceedings of a Board of Directors meeting shall be recorded in minutes.
② The minutes shall record agenda, proceedings, an results of a Board of Directors meeting and the dissenting directors, If any, and his/her reasons for dissenting, and shall be affixed with the names and seal impressions or signatures of the directors present thereat.

[Article 40] Remuneration, severance pay for directors
① The remuneration for the directors shall be determined by a resolution of the general meeting of stockholders.
② The severance pay for the directors shall be in accordance with the regulations on severance pay for executive determined by a resolution of the general meeting of stockholders.

[Article 41] Fiscal year
① The fiscal year of the Company shall begin on the first day of January and end on the 31st day of December of each year.
② The CEO of the Company shall prepare and have the auditor inspect the following documents and any supplementary schedules attached thereto, as well as the business report at least 6 weeks prior to the date of an ordinary general meeting of stockholders, and thereafter submit the following documents and business reports to an ordinary general meeting of stockholders.
1. Balance sheet
2. Statement of income
3. Other documents indicating the Company's financial status and management performance, which are set forth in the Enforcement Decree of the Commercial Act
③ If the Company is required to prepare a consolidated financial statement pursuant to the Enforcement Decree of the Commercial Act, the documents under Clause 2 above shall include a consolidated financial statement.
④ The Audit Committee shall prepare an audit report within four weeks after receiving the documents referred to in each subclause of Clause 2 and submit it to the audit report.
⑤ The CEO shall submit the documents referred to in each subclause of Clause 2 to the regular general shareholders' meeting and request approval thereof, and the business report shall report the details thereof.
⑥ The CEO shall keep the documents and attached statements under each subclause of Clause 2 together with the audit report for five years at the head office and three years before the regular shareholders' meeting day.
⑦ When the CEO obtains approval under Clause 5 or 6, he/she shall publicly announce the audit opinions of the balance sheet and external auditors without delay.

[Article 42] Disposition of profits
The Company shall dispose of the net profit of the Company and the Amounts carried over from the previous fiscal years as of the end of each fiscal year as follows:
① Earned surplus reserve
② Other statutory reserves
③ Dividends
④ Voluntary reserves
⑤ Other appropriations of retained earnings
⑥ Unappropriated retained earnings to be carried over forward to subsequent year

[Article 43] Dividends
① Dividends may be distributed in cash, stock or other property.
② For the distribution under Clause 1, the company shall set a base date for determining the shareholders to receive dividends by resolution of the board of directors, and in such cases, it shall be publicly announced two weeks before the base date.
③ Interest on dividends shall not be paid.

[Article 44] Quarterly dividends
① The company may make Quarterly dividends pursuant to Article 462-3 of the Commercial Act to shareholders of the relevant date on a fixed date by resolution of the board of directors. Quarterly dividends shall be paid in cash.
② Quarterly dividends under Clause 1 shall be made by the resolution of the board of directors.
③ Quarterly dividends are limited to the amount deducted from the following amounts from the net assets on the balance sheet of the previous settlement period.
1. Paid-in capital of the Company as of the end of the immediately preceding fiscal year
2. The aggregate amount of the capital reserves and earned surplus reserves, which have been accumulated as of the end of the immediately preceding fiscal year
3. The amount resolved to be distributed as dividends at the ordinary general meeting of stockholders held in respect of the immediately preceding fiscal year
4. Voluntary reserves which have been accumulated for specific purposes in accordance with the relevant provisions of these articles of association or by a resolution of the general meeting of stockholders as of the end of the immediately preceding fiscal year
5. Profit reserves to be accumulated in the relevant settlement period according to interim dividends

[Article 45] Extinctive prescription period for claim for payment of dividends
① The right to dividends shall be extinguished by extinctive prescription if the right is not exercised for 5 years.
② After the expiration of the extinctive prescription period set forth in Clause 1 above, any unclaimed dividends shall revert to the Company.

[Article 46] A range of application
Matters not stipulated in this Articles shall be governed by the Commercial Act and other statutes.
[Article 47] Detailed rules
If necessary, this company may determine detailed rules necessary for business promotion and management by resolution of the board of directors.

Article 1 (Effective date) These articles of association shall take effect as of the date of establishment of the company following the separation from CJ Cheiljedang Co. Ltd.

Article 2 (Method of establishing the company) The company is established through a separation from the former CJ Cheiljedang Co. Ltd. The assets transferred, their value, and the type and number of stocks granted as a result of the separation shall be in accordance with the Separation Plan approved of by the Stockholders meeting of CJ Cheiljedang Co. Ltd. before the separation on March 21, 2014.

Article 3 (Special rule for fiscal years) Article 45 (or Article 47 as of the day on which the article was written) notwithstanding, the initial fiscal year of the company shall be from the date of establishment to December 31, 2014.

Article 4 (Promoters) The company has been established with the assets that were separated from CJ Cheiljedang Co. Ltd. As such, there are no promoters.

Article 5 (Special rule for the remuneration for directors) Article 39 (or Article 40 as of the day on which the article was written) notwithstanding, the remuneration for directors of the company in the first fiscal year shall be in accordance with the Separation Plan approved of by the Stockholders meeting of CJ Cheiljedang Co. Ltd. before the separation on March 21, 2014.

Article 6 (Special rule for the term of directors) The term of directors initially appointed at the time of establishment shall expire upon the closing of the third regular Stockholders meeting.

Article 7 (Name and address of the company before the separation) To establish the company, these articles of incorporation have been created, and signed or sealed by the CEO of CJ Cheiljedang Co. Ltd. before the separation.

Article 1 (Effective date) Unless otherwise stipulated in these articles of incorporation, the articles of incorporation shall take effect as of September 7, 2020 when the extraordinary Stockholders meeting granted its approval.

Article 2 (Application of articles on electronic registration) Article 7 shall take effect after the rights to be marked on the stocks or certificates with preemptive rights are electronically registered. Article 17.2 shall take effect after the rights to be marked on corporate bonds and certificates with preemptive rights are electronically registered.

Article 3 (Application of special articles for listed companies) The parts concerning granting of stock options to executives or employees of affiliated companies as mentioned in the foreword of Article 11 Clause 1, main text of Article 11 Clause 2 and main text of Article 11 Clause 3, as well as the foreword of Article 11 Clause 3, Article 11 Clause 7, Article 11 Clause 8, Article 18 Clause 3, Article 39 Clause 4 and Clause 5 shall take effect after the company’s stocks are listed on the stock exchange of Korea Exchange.

Article 1 (Effective date) Unless otherwise stipulated in these articles of incorporation, the articles of incorporation shall take effect as of September 24, 2020 when the extraordinary Stockholders meeting granted its approval.

Article 1 (Effective date) Unless otherwise stipulated in these articles of incorporation, the articles of incorporation shall take effect as of March 25, 2021 when the regular Stockholders meeting granted its approval.

Article 2 (Application of articles concerning the number of directors) Article 27 Clause 3 shall take effect as of August 5, 2022.

Article 1 (Effective date) the articles of incorporation shall take effect as of September 24, 2020 when the extraordinary Stockholders meeting granted its approval. However, Article 3 of the articles(Head office and branches) of incorporation shall take effect on May 31, 2022, but if the board of directors decides the detailed address of the head office before the same date, it shall take effect on the date of resolution.