公司章程英文版companyarticlesofassociation

公司章程英文版companyarticlesofassociation内容摘要：

nd no less than seven (7) days and no more than fourteen (14) days from the date of issuance of the notice in the case of an interim meeting. (f) Should a Director be unable to attend a Board meeting for any reason, he may appoint a proxy in writing by mail or facsimile or handdelivery to be present and to vote at the meeting on his behalf. A proxy may represent one or more Directors. A proxy shall have the same rights and powers as the Director who appointed him. (g) Board resolutions may also be passed through a written circular vote via mail or facsimile exchange. Such written resolutions shall be filed with the minutes of the Board and shall have the same force and effect as a vote taken by the Directors physically present at a meeting. (h) Board meetings may also be held by telephone or other electronic audio means such that everyone can hear each other at all times and participation by a Director or his proxy in a meeting by such means shall constitute presence of such Director or his proxy in person at a meeting. (i) Directors shall serve as Directors without remuneration unless otherwise approved by the Board. All reasonable costs, including roundtrip airplane tickets and reasonable acmodation incurred by any Director or his proxy for attending a Board meeting and for performance of duties assigned by the Board, shall be reimbursed by the Company. Remuneration and other expenses of each Director unrelated to Company business shall not be borne by the Company. If a Director also assumes a position as a manager or staff employee in the Company, he shall be pensated by the Company according to that position. (j) Each Director shall have one vote. Secretary Minutes of Board meetings shall be signed by the chairman at the next meeting of Directors after having been confirmed as a true and correct record of the prior meeting by a majority of the Directors present at the prior meeting in person, by telephone or by proxy. In order to facilitate the smooth conduct of Board business, the chairman or, in the chairman’s absence, a Director appointed by the chairman to act on his behalf, may appoint a secretary for the purpose of any Board meeting. The duties of the secretary shall include taking minutes of the meeting, translating or arranging for the translation of documents, and delivering documents relating to the meeting to the Directors. Minutes of Board meetings shall be kept in Korean and also Chinese if requested by any Director, and be placed on file at the Company’s head office. Article 8 Management Organisation Management Organisation (a) The Board of Directors of the Company shall establish a management anisation, which shall be responsible to and under the leadership of the Board and in charge of the daytoday operation and management of the Company. Unless otherwise decided by the Board, the operation and management anisation shall be made of one general manager, one deputy general manager and one chief financial officer (collectively, the “Senior Corporate Officers”). (b) The appointment of the Senior Corporate Officers and their remuneration and benefits shall be approved by a majority affirmative vote of the Directors present at a meeting of the Board in person, by telephone or by proxy. (c) The term of office for the Senior Corporate Officers shall be four years, which terms may be renewed. (d) If any of the Senior Corporate Officers shall resign, retire, bee incapacitated, or is removed from office by the Board of Directors, the Board shall appoint a replacement. (e) The Board of Directors may remove any Senior Corporate Officer at any time, notwithstanding any employment or service contract between the Company and such Senior Corporate Officer but without prejudice to the Senior Corporate Officer’s pensation for termination (if any). (f) The chairman of the Board of Directors and other Directors may concurrently serve as a Senior Corporate Officer as well as any other officer of the Company. Responsibilities and Powers of Senior Corporate Officers (a) The Board of Directors shall have the power by majority decision to determine, qualify, and change in any way the power, responsibility and authority of the Senior Corporate Officers. The Senior Corporate Officers shall implement the decisions of the Board of Directors without any condition. (b) Subject to any qualifications and limitations as may be set by the Board from time to time, the general manager shall be responsible for the daily management and operation of the Company。 the deputy general manager shall, under the leadership of the general manager, assist the general manager in the daily management and operation of the Company。 and the chief financial officer shall, under the leadership of the general manager, be responsible for the financial and accounting matters of the Company. (c) The general manager shall prepare the annual business plan and budget for each year for Board approval. Unless the Board shall decide otherwise, the general manager shall submit each year’s business plan and budget to the Board for approval no later than two months prior to the mencement of the fiscal year. Nonpetition (a) No Senior Corporate Officers shall in any way serve for, or act for the benefit or interest of, any other person, pany, unit, entity or anisation or participate in any activities conducted by such person, pany, entity, unit or anisation which may, directly or indirectly, conflict or pete with the interest or business of the Company or the Investor Group in China, and for the purposes of these Articles “Investor Group” means the group constituted by the Investor, its subsidiaries, its holding pa。