Investment

Investment Information for Samho Development

Information about Management

Samho Development Co., LTD

A company that is there for you,
making your dreams and everything you have imagined for the future come true.

Company name

Samho Development
Co., LTD

Executive Officer

Shim Jai-Beom

Industry Status

Construction and
manufacturing, etc.

Type

Civil engineering and architecture,
industrial environment equipment,
landscape construction, aggregate,
etc.

Date Established

15th January, 1976

Initial Public Offering

Listed on the KOSPI

Capital

12.5 billion KRW
(25,000,000 shares
x 500 KRW)

End of financial year

December

Address

(Seoul Offices)96 Hyoryeong-ro,
Seocho-gu, Seoul, Republic of Korea
(Head Office)18 Myeoncheon-ro,
Myeoncheon-myeon, Dangjin-si,
Chungcheongnam-do, Republic of Korea

Phone Number

(Main number)
82-2-2046-7700
(IR) 82-2-2046-7722

We give our thanks to all for your
never-ending encouragement
and well-wishes.

Here at Samho Development we are not satisfied with our
remarkable achievements, but are steadily preparing for an even
greater future, strengthening our capabilities in order
to expand into new growth businesses such as investment businesses, etc.

We are not afraid of change but are committed to becoming a top-tier construction
company by creating a corporate identity that allows for sustained growth. We are
making a concerted effort to achieve our aims and are not only focusing on our existing
core businesses, but also working hard to develop selective strategies so that we can
forge ahead and with our ventures into new growth businesses.

We would like to thank all of our customers, for your constant interest and encouragement
once again. We promise to do all that we can to grow into a company that is even
more dependable, by developing even better technology and by consolidating our
expertise through continuous training and personnel development.

Shareholder’s Meeting Results

1. Number of shares in attendance

(48 Term)
Category Number of Shares Attendance Rate
Shinhan Bank overdraft and other contract extensions 25,000,000 -
0 2,640,000 -
0 22,360,000 -
0 11,849,606 52.99%
0 8,077,879 68.17%
0 3,771,727 31.83%

2. Agreement ratio by category

(48 Term)
Category Approved Disapproved
0 99.46% 0.54%
0 99.45% 0.55%
0 99.33% 0.67%
0 98.03% 1.97%
0 88.87% 11.13%
0 98.63% 1.37%
0 98.63% 1.37%

Note) The number of voting stocks with which abstained is not separately indicated.

Articles of Incorporation

  • Latest revision March 18, 2021
    • Article 1 (Trade Name)

      The Company is called “三開發株式会社”. In English, “SamHo Development Co., Ltd.” (abbreviated as SDC).

    • Article 2 (Purpose)

      The purpose of The Company is to conduct the following business. (Revised on 03.24.2017.)

      • l. Earthworks
      • 2. Reinforced steel bars and concrete construction
      • 3. Pavement
      • 4. Water and sewage facility construction
      • 5. Scaffolding and structural dismantling work
      • 6. Metal structure and window-pane construction
      • 7. Boring and grouting
      • 8. Plastering, waterproofing, and masonry
      • 9. Landscaping
      • 10. Landscaping facility installation
      • 11. Underwater construction
      • 12. Dredging
      • 13. Steel structure construction
      • 14. Steel product installation
      • 15. Facility maintenance
      • 16. Electrical construction (established on March 18, 2021)
      • 17. Firefighting facility construction (established on March 18, 2021)
      • 18. Civil engineering, construction, equipment, landscaping
      • 19. Housing construction (established on March 24, 2017)
      • 20. Land development (established on March 24, 2017)
      • 21. Overseas construction
      • 22. Military contracting and military construction
      • 23. International trade
      • 24. Aggregate production and trade
      • 25. Asphalt concrete and ready-mixed concrete manufacturing and sale
      • 26. Plant and construction equipment rental business
      • 27. Real estate development, sale, and rental business
      • 28. Construction material sale and rental business
      • 29. Investment, operation, and management of public infrastructure
      • 30. Investment and development of new and renewable energies
      • 31. Investment business in companies established under the Small and Medium Business Start-up Support Act, Real Estate Investment Company Act, Capital Market and Financial Investment Business Act (Revised on Mar. 18, 2009)
      • 32. Domestic and foreign resource development and sale
      • 33. Domestic and foreign investment and development
      • 34. Business undertakings related to any of the above
    • Article 3 (Location of Head Office)
      • ① The Company's head office is located in Dangjin-si, Chungcheongnam-do, Republic of Korea. (Revised on March 24, 2017)
      • ② The Company may run branches, branch offices, offices, and local corporations locally and abroad by resolution of the Board of Directors.
    • Article 4 (Method of Public Notice)
      Company public notices shall be made on The Company's Internet website (http://www.samhodev.co.kr). However, should this not be possible due to ICT failure, or for other unavoidable reasons, public notices shall be published in the Korea Economic Daily published by the Seoul Metropolitan Government.
      (Revised on March 19, 2010)
    • Article 5 (Total Number of Shares to be Issued)
      The total number of shares to be issued by the Company shall be 40,000,000 shares. (Amended on March 18, 2009)
    • Article 6 (Par Value per Share)
      The par value of one share shall be 500 won.
    • Article 7 (Types of Shares)
      • ① The types of shares to be issued by the Company shall be common shares and class shares. (Revised on March 16, 2012)
      • ② Class shares issued by the Company shall be non-voting dividend preferred convertible shares. (Established on March 16, 2012)
    • Article 7-2 (Amount and Characteristics of Class Shares)
      • ① The limit of issuance of class shares for non-voting dividend-preferred convertible shares to be issued by the Company shall be 8,000,000 shares. (Revised on March 16, 2012)
      • ② For class shares, the preferred dividend rate is determined by the Board of Directors between 3% and 25% per year based on the par value at the time of issuance of the relevant shares. (Revised on March 16, 2012)
      • ③ In the event that the dividend rate of common stock exceeds the dividend rate of class stock, the excess dividend is distributed in the same proportion as that of common stock. (Revised on March 16, 2012)
      • ④ In the event that a predetermined dividend has not been paid for class stocks in any business year, the accumulated unpaid dividends shall be distributed preferentially the following business year. (Revised on March 16, 2012)
      • ⑤ In the case where the Company issues new shares, the rate of allocation of new shares to class shares shall be the same as the shares allocated to common shares in the case of paid-in capital increase and share dividend, and the same class of shares in the case of non-paid-in capital increase. (Established on March 16, 2012)
      • ⑥ If a resolution not to pay a predetermined dividend to class shares is adopted, they shall hold voting rights from the time of the General Meeting following the General Meeting at which the resolution was made not to pay dividends until the end of the General Meeting at which a resolution to pay preferential dividends is made. (Revised on March 16, 2012)
      • ⑦ The duration of class shares shall be 10 years from the issuance date, and upon expiration of this period, they shall convert into common stock. However, if the predetermined dividend has not been paid within the above period, the period is extended until the predetermined dividend has been paid. (Revised on March 16, 2012)
      • ⑧ (Deleted on March 18, 2021)
    • Article 8 (Electronic Registration of Rights to be Indicated in Share and Preemptive Rights Warrants)
      Instead of issuing share certificates and preemptive rights warrants, the Company shall electronically register the rights to be indicated in the shares and preemptive rights certificates with the electronic registration agency’s electronic account registry. (Revised on March 21, 2019)
    • Article 9 (Issuance and Allocation of Shares)
      • ① When by resolution of the Board of Directors, the Company issues new shares (including shares already issued in the case of Paragraph (3)) the following shall be followed. (Revised on March 21, 2014)
        • 1. Giving shareholders the opportunity to subscribe for new stocks in order to allocate new stocks according to the number of stocks they own.
        • 2. Allocating new shares by means of granting those other than specified in item 1(including those who own shares of the relevant listed corporation) the opportunity to subscribe to new shares when new shares are issued upon the introduction of new technology, or, if necessary, to improve The Company’s financial structure or achieve business goals. The number of shares to be newly issued shall not exceed 50/100 of the total number of issued shares.
        • 3. Allocating new shares by granting the unspecified majority (including those who own shares of the relevant listed corporation) the opportunity to subscribe for new shares and allocating these to those who have subscribed accordingly. The number of shares to be newly issued shall not exceed 30/100 of the total number of issued stocks.
      • ② When new shares are allocated in the manner specified in Paragraph (1) Subparagraph (3), the allocation shall be made in any of the following ways by resolution of the Board of Directors. (Revised on March 21, 2014)
        • 1. Allocating new shares by granting an unspecified number of subscribers without classification the opportunity to subscribe to new shares.
        • 2. Allocating new shares to employees in the employee stock ownership association in accordance with relevant laws by offering an unspecified number of people the opportunity to subscribe to new shares, including any unsubscribed stocks.
        • 3. Allocating new shares by preferentially granting existing shareholders the opportunity to subscribe to new shares and, if unsubscribed shares exist, by granting an unspecified number of people the opportunity to receive an allocation of new shares.
        • 4. Allocating new shares by granting a specific type of person the opportunity to subscribe to new shares through an investment trader or an investment broker upon their provision of a demand forecast, etc., in accordance with reasonable standards prescribed by relevant laws
        • 5. (Deleted on March 21, 2014)
      • ③ When allocating new shares in accordance with Paragraph (1), (2) and (3), the matters stipulated in Article 416 Subparagraph (1), (2), (2-2), (3), and (4) of the Commercial Act shall be determined by the due date of payment. Notice must be given or announced to shareholders at least two weeks in advance. However, in accordance with Article 165-9 of the Capital Markets and Financial Investment Business Act, a report on serious issues may be disclosed to the Financial Services Commission and the Exchange in lieu of notification and public notice. (Revised on March 21, 2014)
      • ④ When issuing new shares by any of the subparagraphs of Paragraph (1), the type and number of shares to be issued and the issuance price, etc. shall be determined by resolution of the Board of Directors. (Revised on March 21, 2014)
      • ⑤ When allocating new shares, if The Company does not subscribe to new shares within the due date, or has not paid for the shares. The Board of Directors shall determine further proceedings on the matter, concerning for example the appropriateness of the issue price, through a resolution in accordance with the relevant laws. (Revised on March 21, 2014)
      • ⑥ The Board of Directors shall determine by a resolution how to deal with short shares occurring as The Company allocating new shares. (Established on March 21, 2014)
      • ⑦ When the Company allocates new shares in accordance with Paragraph (1), Subparagraph (1), it must issue rights warrants to shareholders. (Established on March 21, 2014)
    • Article 10 (General Public Offering, etc.) (Deleted on March 19, 2008)
    • Article 11 (Stock Options)
      • ① The Company may by special resolution of the General Meeting of Shareholders, grant stock options to executives and employees of related companies (includes executives and employees of related companies as stipulated in Article 30 of the Enforcement Decree of the Commercial Act. Hereinafter the same shall apply in this Article) that contributed or may contribute to the establishment, management, international sales, or further technological innovation of the Company stock options within 15/100 of the total number of issued stocks. The Board of Directors may however decide to grant stock options to persons other than Company Directors within 3/100 of the total number of issued stocks. If stock options are granted by a resolution of the Board of Directors, the Company must obtain approval at the first General Meeting of Shareholders convened after such decision. When granting stock options by a General Meeting of Shareholders or a resolution of the Board of Directors, the Company may grant them linked to business performance or stock indices. (Revised on March 21, 2014)
      • ② (Deleted on March 18, 2009)
      • ③ Stock options granted to one executive or employee shall not exceed 3/100 of the total number of issued stocks. (Established on March 19, 2004)
      • ④ In cases falling under any one of the following subparagraphs, the granted stock options may be revoked by resolution of the Board of Directors. (Newly established on March 19, 2004)
        • 1. When an executive or employee who has been granted stock options retires or retires at his/her own will
        • 2. When an executive or employee who has been granted stock options is found to have intentionally or negligently caused the Company serious damage
        • 3. When the Company is unable to deliver shares when the stock options are exercised due to bankruptcy or dissolution of the Company
        • 4. In the event of any other reasons for cancellation as stipulated in the contract granting stock options
      • ⑤ The Company grants stock options in the manners specified in each one of the following subparagraphs. (Newly established on March 19, 2004)
        • 1. Issuing new common shares (or preferred shares) at the exercise price of stock options
        • 2. Issuing treasury stocks of common shares (or preferred shares) at the exercise price of stock options
        • 3. Issuing the difference between the exercise price of the stock option and the market price in cash or treasury stock
      • ⑥ A person who has been granted stock options can exercise these after serving for at least two years from the date of said resolution in Paragraph (1), and they may exercise these only within five years from the date of the resolution in Paragraph (1). However, any person who dies, resigns, or retires within the two-year period from the date of the resolution for reasons not attributable to their person may exercise the stock option during the exercise period. (Revised on March 21, 2014)
      • ⑦ The exercise price per share for which the stock option is to be exercised shall be no less than the price in each one of the following subparagraphs: The same shall also apply to instances where the exercise price was adjusted after a stock option was granted.
        • 1. In the case of issuing new shares, the higher of the following values:
          • a. The actual value of the stock on the date the stock option was granted (as amended on March 18, 2009)
          • b. The par value of the stock concerned
        • 2. In the case of a transfer of treasury stocks, the actual value of the stock on the date the stock option was granted (as amended on March 18, 2009)
      • ⑧ (Deleted on March 18, 2021)
    • Article 12 (Equal Dividend)
      The Company distributes equal dividends to all shares of the same type issued (including converted cases) as of the dividend base date, regardless of the date of issuance. (Revised on March 18, 2021)
    • Article 13 (Deleted on March 16, 2012)
    • Article 14 (Transfer Agent)
      • ① The Company shall have a transfer agent for shares.
      • ② The transfer agent and his/her office handling location and the scope of agency work shall be determined by a resolution of the Board of Directors (Revised on March 19, 2010).
      • ③ The Company shall keep the register of shareholders or a copy thereof at the transfer agent's office, and let the transfer agent handle the electronic registration of shares, management of the shareholder register, and other share-related affairs. (Revised on March 21, 2019)
      • ④ Procedures related to the handling of affairs under Paragraph (3) shall be in accordance with the relevant business regulations set by the transfer agent. (Revised on March 18, 2009, March 18, 2021)
    • Article 15 (Deleted on March 21, 2019)
    • Article 15-2 (Collating and Displaying the Shareholder Register)
      • ① When the Company receives notice of owner details from the electronic registration authority, it shall prepare and store the list of shareholders by entering the notified content and the date of notification.
      • ② The Company may request the electronic registration authority collate owner specifications every quarter or when there is a change in the current status of shareholders (including related persons, etc.) holding 5% or more shares.
      • ③ The Company prepares the shareholder register in an electronic document.
      (This article is newly established on March 18, 2021)
    • Article 16 (Suspension of Entry into the Register of Shareholders)
      • ① (Deleted on March 18, 2021)
      • ② The Company shall use the shareholders listed in the final register of shareholders on December 31 of each year as the shareholders who may exercise their rights at the regular General Meeting of Shareholders for the settlement period. (Revised on March 18, 2021)
      • ③ Should the Company convene an extraordinary General Meeting of Shareholders or when otherwise necessary, the Board of Directors shall use the shareholders listed on the shareholder register as the shareholders who may exercise their rights on a date determined by a resolution of the Board of Directors, and the Company shall announce this two weeks prior to said date determined by the resolution of the Board of Directors. (Revised on March 21, 2019, March 18, 2021)
    • Article 16-2 (Issuance of Bonds)
      • ① The Company may issue bonds by resolution of the Board of Directors. (Newly established on March 21, 2019)
      • ② The Board of Directors may entrust the CEO to issue bonds within a period not exceeding one year by determining the amount and type of bonds. (Newly established on March 21, 2019)
    • Article 17 (Issuance and Allocation of Convertible Bonds)
      • ① The Company may issue convertible bonds to persons other than shareholders by resolution of the Board of Directors in any of the following cases. (Amended on March 19, 2008)
        • 1. When allocating convertible bonds to a person specified in a manner other than stated in Article (9) Paragraph (1) Subparagraph (1) (including those who own shares of the relevant listed corporation) by means of granting the opportunity to subscribe to bonds issued upon the introduction of new technology, or, if necessary, to improve the Company’s financial structure or achieve business goals. The total face value of bonds shall not exceed KRW 10 billion. (Amended on March 21, 2014)
        • 2. When allocating convertible bonds by granting the unspecified majority in a manner other than stated in Article (9) Paragraph (1) Subparagraph (1) (including those who own shares of the relevant listed corporation) the opportunity to subscribe to bonds and allocating these to those who have subscribed accordingly. The total face value of bonds shall not exceed KRW 10 billion. (Revised on March 21, 2014)
        • 3. (Deleted on March 21, 2014)
      • ② When new bonds are allocated in the manner specified in Paragraph (1), Subparagraph (2), the allocation shall be made in any of the following ways by resolution of the Board of Directors. (Established on March 21, 2014)
        • 1. Allocating new bonds by granting an unspecified number of subscribers without classification the opportunity to subscribe to new bonds
        • 2. Allocating new bonds by preferentially granting existing shareholders the opportunity to subscribe to new bonds, and any unsubscribed bonds, by granting an unspecified number of people the opportunity to receive an allocation of new bonds.
        • 3. Allocating new bonds by granting a specific type of person the opportunity to subscribe to new shares through an investment trader or an investment broker upon their provision of a demand forecast, etc., in accordance with reasonable standards prescribed by relevant law.
      • ③ In the case of convertible bonds under Paragraph (1), the Board of Directors may issue them on condition that the right to convert only a certain portion of them is granted. (Established on March 18, 2005)
      • ④ Shares to be issued due to conversion shall be common shares, and the conversion price shall be the par value of the shares or higher, which shall be determined by the Board of Directors at the time of issuance of bonds. (Revised on March 21, 2014)
      • ⑤ The period during which a conversion may be requested is from one month after the issue date of the bond until the day immediately preceding the redemption date. However, within the above period, the period for requesting conversion may be adjusted by a resolution of the Board of Directors. (Revised on March 21, 2014)
      • ⑥ In case of a conversion to shares, the Company only pays interest accrued until the due date before the conversion. (Revised on March 21, 2014, March 18, 2021)
    • Article 18 (Issuance and Allocation of Bonds with Warrants)
      • ① The Company may issue warrant bonds to persons other than shareholders by resolution of the Board of Directors in any of the following cases. (Revised on March 21, 2014)
        • 1. When allocating bonds to a person specified in a manner other than stated in Article (9) Paragraph (1) Subparagraph (1) (including those who own shares of the relevant listed corporation) by means of granting the opportunity to subscribe to warrant bonds issued upon the introduction of new technology, or, if necessary, to improve the Company’s financial structure or achieve business goals. The total face value of bonds shall not exceed KRW 10 billion.
        • 2. When allocating warrant bonds by granting an unspecified majority in a manner other than stated in Article (9) Paragraph (1) Subparagraph (1) (including those who own shares of the relevant listed corporation) the opportunity to subscribe to warrant bonds and allocating these to those who have subscribed accordingly. The total face value of bonds shall not exceed KRW 10 billion.
      • ② When new shares are allocated in the manner specified in Paragraph (1), Subparagraph (2), the allocation shall be made in any of the following ways by resolution of the Board of Directors. (Established on March 21, 2014)
        • 1. Allocating new shares by granting an unspecified number of subscribers without classification the opportunity to subscribe to new shares
        • 2. Allocating new shares by preferentially granting existing shareholders the opportunity to subscribe to new shares, and any unsubscribed shares, by granting an unspecified number of people the opportunity to receive an allocation of new shares.
        • 3. Allocating new bonds by granting a specific type of person the opportunity to subscribe to new shares through an investment trader or an investment broker upon their provision of a demand forecast, etc., in accordance with reasonable standards prescribed by Presidential Decree.
      • ③ The Board of Directors shall determine the amount that can be claimed for the purchase of new shares. This shall not exceed the face value of the bonds. (Revised on March 21, 2014)
      • ④ Shares to be issued through the exercise of preemptive rights shall be common shares, and the conversion price shall be the par value of the shares or higher, which shall be determined by the Board of Directors at the time of issuance of bonds. (Revised on March 21, 2014)
      • ⑤ The period during which the preemptive right may be exercised is from one month after the issue date of the bond until the day immediately preceding its redemption date. However, within the above period, the period for requesting conversion may be adjusted by a resolution of the Board of Directors. (Revised on March 21, 2014)
      • ⑥ (Deleted on March 18, 2021)
    • Article 18-2 (Electronic Registration of Rights to be Displayed on Bonds and Warrants)
      Instead of issuing bonds and warrants, the Company shall electronically register the rights to be indicated in the shares and preemptive rights certificates with the electronic registration agency’s electronic account registry. However, in the case of debentures, electronic registration may not be performed except for listed debentures for which electronic registration is mandatory according to laws and regulations. (Newly established on March 21, 2019, revised on March 18, 2021, and new proviso provisions)
    • Article 19 (Rules Applicable Mutatis Mutandis to Issuance of Bonds)
      The provisions of Article 14 shall apply mutatis mutandis to the issuance of bonds. (Revised on March 21, 2019)
    • Article 20 (When a Meeting is to be Convened)
      • ① The General Meeting of Shareholders of the Company is either an Ordinary General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders.
      • ② The regular General Meeting of Shareholders shall be convened within three months after the end of each business year, and the extraordinary General Meeting of Shareholders shall be convened, as necessary. (Revised on March 21, 2019)
    • Article 21 (Convening and Person Authorized to Convene General Meeting)
      • ① The General Meeting of Shareholders is convened by the CEO in accordance with the resolution of the Board of Directors, except as otherwise stipulated in laws and regulations. (Revised on March 21, 2019)
      • ② In the event of the absence of the CEO, the provisions of Article 35 of the Articles of Incorporation shall apply mutatis mutandis. (Revised on March 21, 2019)
    • Article 22 (Notice of the Convening and Public Notice)
      • ① When convening a General Meeting of Shareholders, notification of its date, time, location, and purpose shall be sent to shareholders in writing or electronically two weeks prior to the date of the General Meeting. (Revised on March 18, 2005)
      • ② The Company shall convene a General Meeting of Shareholders two weeks prior to the date of the meeting for shareholders who hold less than 1/100 of the total number of issued stocks with voting rights. Public notice and purpose of the meeting shall be posted twice or more in each of the Korea Economic Daily and the Maeil Economic Daily published by the Seoul Metropolitan Government. Or the method of giving notice of convening stated in Paragraph (1) may be substituted by giving public notice on the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange. (Revised on March 18, 2009)
      • ③ (Deleted on March 18, 2009)
      • ④ (Deleted on March 18, 2009)
    • Article 23 (Location of General Meeting)
      A General Meeting of Shareholders may be held at the head office or adjacent to it, or at the Seoul Metropolitan Government. (Amended on March 18, 2009)
    • Article 24 (Chairman)
      • ① The Chair of the General Meeting of Shareholders shall be the CEO. (Revised on March 21, 2019)
      • ② In the absence of the CEO, the provisions of Article 35 shall apply mutatis mutandis. (Revised on March 21, 2019)
    • Article 25 (Chairman's Right to Maintain Order)
      • ① The Chair of the General Meeting of Shareholders may order a person who significantly disturbs the order of proceedings, such as by intentionally speaking or acting to obstruct proceedings at the General Meeting of Shareholders, to suspend his/her speech or to leave the meeting.
      • ② The Chair of the General Meeting of Shareholders may limit the amount of time and the number of times a shareholder speaks when deemed necessary for smooth execution of the agenda.
    • Article 26 (Voting Rights of Shareholders)
      Each shareholder shall have one voting right.
    • Article 27 (Restriction on Voting Rights for Mutual Shares)
      When the Company, the parent company and its subsidiaries, or subsidiaries themselves hold more than 1/10 of the total issued stock of another company, the shares of this company held by the other company have no voting rights. (Revised on March 19, 2008)
    • Article 28 (Exercise of Voting Rights in Disunity)
      • ① When a shareholder with two or more voting rights intends to exercise voting rights in disunity, he/she shall notify the Company of its intention and reasons for such in writing three days prior to the meeting date.
      • ② The Company may refuse to exercise the disunity of the voting rights of shareholders. However, this is not the case if the shareholder has underwritten the trust of shares or holds the shares for another person.
    • Article 29 (Exercise of Voting Rights by Proxy) (Amended on March 18, 2005)
      • ① (Deleted on March 20, 2003)
      • ② (Deleted on March 20, 2003)
      • ③ Shareholders may have a proxy exercise their voting rights, and in this case, the proxy must submit a document (power of attorney) certifying the authority of representation before the beginning of the General Meeting of Shareholders.
    • Article 30 (Quorum of the General Meeting of Shareholders)
      A resolution at a General Meeting of Shareholders has quorum when it is made by the majority of the voting rights of the shareholders present and at least one-fourth (1/4) of the total number of issued stocks, except as otherwise stipulated in laws and regulations and the Articles of Incorporation.
    • Article 31 (Minutes of the General Meeting of Shareholders)
      • ① The minutes of the General Meeting of Shareholders shall be taken.
      • ② In the minutes, the transitional guidelines and results are recorded, and the chairman and the Directors shall sign the minutes in writing or with their personal seals. The meeting minutes shall be kept at the head office and branch offices.
    • Article 32 (Number of Directors)
      • ① The number of Directors of the Company shall be no less than three and no more than 10, and the number of non-executive Directors shall be no less than one-fourth (1/4) of the total number of Directors. (Revised on March 21, 2019)
      • ② If the number of non-executive Directors falls short of the requirements for the Board of Directors as stipulated in Paragraph (1) due to the resignation or death of non-executive Directors, non-executive Directors shall be appointed at the first General Meeting of Shareholders convened after the occurrence of such circumstance in order to fulfil the requirements. (Newly established on March 21, 2019)
    • Article 33 (Election of Directors)
      • ① Directors are appointed at the General Meeting of Shareholders.
      • ② The appointment of Directors shall be made by a majority vote of shareholders present, while representing no less than 1/4 of the total number of issued stocks.
      • ③ When two or more Directors are appointed, the cumulative voting system stipulated in Article 382-2 of the Commercial Act does not apply.
    • Article 34 (Term of Office of Directors)
      • ① The term of office of Directors shall be until the conclusion of the regular General Meeting of Shareholders regarding the final settlement period within two years after taking office. (Revised on March 18, 2009)
      • ② If the number of Directors as stipulated in the Act or the Articles of Incorporation is not met, Directors shall be appointed at the General Meeting of Shareholders. However, this is not the case where the number of heads prescribed in Article 32 of the Articles of Incorporation is not met and there are no difficulties in the performance of business.
      • ③ The term of office of a Director appointed to a vacancy shall be the remaining period of the predecessor.
    • Article 35 (Duties of Directors)
      The Vice President, Managing Directors, and Directors assist the CEO, divide, and execute the Company's business as determined by the Board of Directors, and in the absence of the CEO, perform their duties according to the above order. (Revised on March 21, 2019)
    • Article 36 (Obligations of Directors)
      • ① Directors shall faithfully perform their duties for the sake of the Company in accordance with laws and regulations and the Articles of Incorporation.
      • ② Directors shall perform their duties with good care for the Company.
      • ③ Directors shall not divulge the Company's business secrets acquired in the course of their duties neither during their tenure nor after retirement.
      • ④ When a Director discovers a fact that is likely to cause significant damage to the Company, he/she shall immediately report this to the Auditor.
    • Article 36-2 (Responsibility of Directors and Auditors towards the Company)
      • ① The Company shall be responsible for the acts of a Director or Auditor pursuant to Article 399 of the Commercial Act by resolution of the General Meeting of Shareholders. The Company may wave amounts exceeding six times (including bonuses and profits made from exercising stock options) the remuneration of the full year preceding the date of any negligence (three times for non-executive Directors). (Established on March 16, 2012)
      • ② If a Director or Auditor causes damage intentionally or through gross negligence, and the Director falls under Article 397 (Prohibition of Competition), Article 397-2 (Prohibition of Abuse of Company Opportunities) and Article 398 (Prohibition of Self-Trade) of the Commercial Act, then the provisions of Paragraph (1) do not apply. (Established on March 16, 2012)
    • Article 37 (Directors’ Remuneration and Retirement Allowance)
      • ① Directors’ remuneration shall be determined by a resolution of the General Meeting of Shareholders.
      • ② The payment of severance pay for Directors shall be in accordance with the Executive Retirement Payment Regulations approved by the General Meeting of Shareholders.
    • Article 38 (Composition and Convocation of the Board of Directors)
      • ① The Board of Directors shall be composed of Directors.
      • ② The Board of Directors is convened by each director. Or by a director determined thereby. (Revised on March 21, 2019)
      • ③ The Director convening the Board of Directors must notify each Director and Auditor two days prior to the meeting. However, if all Directors and Auditors agree, the convening procedure may be omitted. (Revised on March 21, 2019)
      • ④ The Executive Chair of the Board of Directors shall be the person who has the authority to convene the Board of Directors in accordance with the provisions of Paragraph (2). However, if the Board of Directors decides otherwise, this can be the designated Director. (Revised on March 21, 2019)
    • Article 39 (Method of Resolution of the Board of Directors)
      • ① Any resolution of the Board of Directors shall be made by the attendance of a majority of Directors and by a majority of those present. However, resolutions of the Board of Directors on matters falling under Articles 397-2 (Prohibition of Abuse of Company Opportunities) and Article 398 (Prohibition of Self-Trade) of the Commercial Act shall be made by at least two-thirds of the Directors. (Revised on March 16, 2012)
      • ② The Board of Directors may allow all or some of the Directors to participate in resolutions without directly attending the meeting by means of two-way communication devices. In this case, the Director shall be deemed to have attended the Board of Directors in person. (Revised on March 16, 2012)
      • ③ A person who has a personal stake in a resolution of the Board of Directors shall not exercise their voting right.
    • Article 40 (Minutes of the Board of Directors)
      • ① The minutes of the meetings of the Board of Directors shall be taken.
      • ② In the minutes, the agenda, transitional guidelines, results, any objections made and by whom, and the reason for the objection shall be recorded, and the Directors and Auditors present shall sign the minutes in writing or with their personal seals.
    • Article 41 (Counsellors and Advisors)
      The Company may appoint Counsellors or Advisors by resolution of the Board of Directors.
    • Article 42 (Election of CEO)
      The CEO is appointed by the Board of Directors.
    • Article 43 (Duties of CEO)
      The CEO represents the company and oversees the business of the company.(Revised on March 21, 2019)
    • Article 44 (Number of Auditors)

      The number of Auditors of the Company shall be one. (Revised on March 21, 2014)

    • Article 45 (Appointment of Auditors)
      • ① Auditors are appointed at the General Meeting of Shareholders.
      • ② A motion pertaining to the appointment of an Auditor shall be decided on separately from a motion pertaining to the appointment of a Director.
      • ③ Appointment of an Auditor shall be made by a majority of the voting rights of the shareholders present and include no less than 1/4 of the total number of issued stocks. However, in cases where voting rights can be exercised electronically in accordance with Article 368-4 (1) of the Commercial Act, the appointment of an Auditor may be decided by a majority of the voting rights of shareholders present. (Revised on March 18, 2021)
      • ④ For the appointment and dismissal of Auditors, shareholders holding more than 3/100 of the total number of issued stocks, excluding non-voting stocks (in the case of the largest shareholder, stocks owned by his/her specially related person or other persons prescribed by the Enforcement Decree of the Commercial Act), shall not exercise their voting right on the excess stock. (Established on March 18, 2021)
    • Article 46 (Term of Office and By-election of Auditors)
      • ① The term of office of Auditors shall be until the conclusion of the regular General Meeting of Shareholders regarding the final settlement period within three years after taking office.
      • ② If a vacancy occurs during the audit, it shall be filled by appointment at the General Meeting of Shareholders. However, this shall not be the case when the head count as stipulated in Article 44 of the Articles of Incorporation is not met but there are no difficulties in performance of business.
    • Article 47 (Duties and Responsibilities of an Auditor)
      • ① The Auditor shall audit the Company's accounting and business.
      • ② Auditors may attend the Board of Directors meeting and state their opinions. (Established on March 16, 2012)
      • ③ If necessary, the Auditor may request the convening of the Board of Directors by producing a document in writing stating the purpose of the meeting and the reason for convening it and submitting this to the Director (referring to the person authorized to convene if there is a convening person; the same shall apply hereinafter). (Established on March 16, 2012)
      • ④ The Auditor may request the convening of an extraordinary General Meeting of Shareholders by submitting a document stating the purpose of the meeting and the reason for convening to the Board of Directors.
      • ⑤ The Auditor may request a business report from a subsidiary when necessary to perform his/her duties. In this case, when the subsidiary fails to report back without delay, or when it is necessary to confirm the details of the report, the subsidiary's business and any property ownership may be investigated.
      • ⑥ The provisions of Article 36 Paragraph (3) of the Articles of Incorporation shall apply mutatis mutandis to the audit.
    • Article 48 (Audit Reports)
      The Auditor shall prepare an Audit Report with respect to the audit. The Audit Report shall include the guidelines for conducting the audit and the results. The Auditor who conducted the audit shall sign the record in writing or with their personal seal.
    • Article 49 (Auditor's Remuneration and Severance Pay)
      • ① The provisions of Article 37 shall apply mutatis mutandis to the Auditor's remuneration and severance pay.
      • ② Motions determining the remuneration of Auditors shall be proposed and resolved separately from motions determining the remuneration of Directors.
    • Article 50 (Business Year)

      The business year of the Company shall be from January 1 to December 31 of each year.

    • Article 51 (Preparation of Financial Statements, etc.)
      • ① The CEO shall prepare the following documents, supplementary documents thereto and business reports six weeks before the date of the regular General Meeting of Shareholders and obtain an audit. The following documents and business reports must be submitted to the regular General Meeting of Shareholders. (Revised on March 21, 2019)
        • 1. Balance Sheet
        • 2. Income Statement
        • 3. Other documents stipulated by the Enforcement Decree of the Commercial Act (as revised on March 16, 2012) that indicate the financial position and management performance of the Company
      • ② If a company falls subject to the preparation of consolidated financial statements as prescribed by the Enforcement Decree of the Commercial Act, the consolidated financial statements shall be included in each document in Paragraph (1). (Revised on March 16, 2012)
      • ③ The Auditor must submit the audit report to the CEO no later than one week before the date of the regular General Meeting of Shareholders. (Revised on March 21, 2019)
      • ④ Notwithstanding Paragraph (1), if all of the following requirements are met the Company may pass a resolution of the Board of Directors. (Established on March 21, 2014)
        • 1. When there is an opinion from the external Auditor that each document in Paragraph (1) properly represents the financial position and management performance of the Company in accordance with the law and the Articles of Incorporation
        • 2. When all Auditors agree
      • ⑤ If the Board of Directors passes a resolution pursuant to Paragraph (4), the CEO shall report the contents of each document in Paragraph (1) to the General Meeting of Shareholders. (Revised on March 21, 2019)
      • ⑥ The CEO shall keep the documents listed in Paragraph (1) and the audit report at the head office for five years from one week before the date of the regular General Meeting of Shareholders, and a certified copy is to be held at the branch offices for three years. (Revised on March 21, 2019)
      • ⑦ When the CEO obtains approval from the General Meeting of Shareholders for each document in Paragraph (1) or the Board of Directors pursuant to Paragraph (4), the CEO shall, without delay, announce the balance sheet and the audit opinion of the External Auditor. (Revised on March 21, 2019)
    • Article 52 (Appointment of External Auditor)
      The External Auditor shall be reported to or publicly announced in accordance with the Enforcement Decree of the Act on External Audit of Corporations, etc. (Revised on March 21, 2019)
    • Article 53 (Disposal of Profits)
      The Company shall dispose of unappropriated retained earnings by the end of each business year as follows:
      • 1. Profit reserves
      • 2. Other statutory reserves
      • 3. Dividends
      • 4. Voluntary reserves
      • 5. Other appropriation of earned surplus
    • Article 54 (Dividends)
      • ① Dividends may be distributed in cash, shares, or other property. (Revised on March 16, 2012)
      • ② (Deleted on March 16, 2012)
      • ③ The dividends in Paragraph (1) shall be paid to the shareholders or registered pledgees listed on the register of shareholders as of the end of each settlement period.
      • ④ (Deleted on March 18, 2021)
      • ⑤ (Deleted on March 18, 2021)
    • Article 55 (Interim Dividends)
      • ① The Company may pay an interim dividend pursuant to Article 462-3 of the Commercial Act to shareholders as of 00:00 on July 1.
      • ② The interim dividend in Paragraph (1) shall be made by the resolution of the Board of Directors, but the resolution must be made within 45 days from the date referred to in Paragraph (1).
      • ③ Any interim dividend shall be limited to the amount obtained by deducting the following amounts from the net assets recorded on the balance sheet for the immediately preceding settlement period.
        • 1. The amount of capital in the immediately preceding settlement period
        • 2. The aggregate amount of the capital reserves and earned surplus reserves accumulated until the immediately preceding settlement period
        • 3. Unrealized profits as stipulated in the Enforcement Decree of the Commercial Act
        • 4. The amount determined to be distributed at the regular General Meeting of Shareholders for the immediately preceding settlement period
        • 5. Voluntary reserves accumulated for a specific purpose under the provisions of the Articles of Incorporation or a resolution of the General Meeting of Shareholders until the immediately preceding settlement period
        • 6. Earned surplus reserves to be accumulated during the settlement period in accordance with interim dividends
      (This article was newly established on March 18, 2021)
    • Article 56 (Expiration of Right to Payment of Dividends)
      • ① The right to claim payment of dividends shall extinguish by prescription if not exercised within five (5) years.
      • ② Dividends resulting from the lapse of the validity as described in Paragraph (1) shall belong to the Company.
        (This article was newly established on March 18, 2021)
    • This Article of Incorporation shall come into effect from March 18, 2021, approved by the 45th regular General Meeting of Shareholders.

Corporate Governance Charter

The Samho Development Corporate Governance Charter stipulates the rights and obligations of shareholders,
Board of Directors, auditors and related parties. Samho Development has built a structure of robust corporate governance
that is a strong foundation for ethical management and also maximizes the benefit of shareholders and related parties.

Members of the Board of Directors

Samho Development's Board of Directors consists of 3 executive and 1 non-executive directors.
The Board of Directors determines the company's major management policies, and in accordance with Article 38 of the Company's articles of incorporation,
unless the Board of Directors separately appoints a chairman for the Board of Directors, the director who convened the Board of Directors is appointed as the chairman,
so that the CEO does not also serve as the Board of Directors chairman.

Classification Position Name Election Day (Term of Office) Responsibility for Jurisdiction
Executive Director CEO Shim Jai-Beom 03.28. 23 (2 years) General operations manager
Executive Director President Lee Young Yeol 03.24. 22 (2 years) General operations manager
Executive Director Executive Director Go Il-Soo 03.28. 23 (2 years) Management supervisor
Non-Executive Director Director Hwang Seom-Heum 03.24. 22 (2 years) Compliance officer

Board of Directors Operational Status

Round Date Agenda Items Approved/
Disapproved
Executive Director Non-executive Directors
Attendance rate Approval rate Attendance rate Approval rate
1차 2021.01.18 사내이사 이영열 선임의 건 가결 100% 100% 100% 100%

About Board of Directors Composition

Samho Development enacted the 2022 Board of Directors Regulations to increase the transparency,
organization and professionalism of the Board of Directors.