YEONSAN SCHOLARSHIP FOUNDATION

Article 1 (Purpose)

This corporation is established to serve the interests of the general public and, in accordance with the Act on the Establishment and Operation of Public Interest Corporations, awards scholarships and similar support to contribute to the advancement of education in Korea.

Article 2 (Name)

This corporation shall be called the Yeonsan Scholarship Foundation.

Article 3 (Location of office)

The office of this corporation shall be located at 244 Mansong-ro (Mansong-dong), Yangju-si.

Article 4 (Activities)

1. ① To accomplish the purpose set forth in Article 1, this corporation shall carry out the following principal activities:
   1. 1. Awarding scholarships
2. ② To fund the above principal activities, this corporation may conduct revenue-generating activities subject to a resolution of the board of directors and permission of the supervisory authority.

Article 5 (Beneficiaries of corporate benefits)

1. ① Benefits provided to beneficiaries in carrying out the principal activities prescribed in Article 4(1) shall be free of charge. However, where beneficiaries are required to bear part of the cost, prior approval of the supervisory authority shall be obtained.
2. ② Benefits provided through the principal activities of this corporation shall not be granted in a discriminatory manner based on a beneficiary’s place of birth, school attended, place of employment, occupation, or other social status.

Article 6 (Classification of property)

1. ① The property of this corporation shall be classified as basic property and ordinary property.
2. ② Property falling under any of the following subparagraphs shall be basic property, and all other property shall be ordinary property.
   1. 1. Property contributed as basic property at the time of incorporation.
   2. 2. Property acquired by donation or otherwise without consideration, except where, in light of the purpose of the donation, treating it as basic property is impracticable and approval of the supervisory authority has been obtained.
   3. 3. Property that the board of directors has resolved to reclassify from ordinary property to basic property.
   4. 4. Reserves set aside from surplus after taxes.
3. ③ The basic property of this corporation shall be as follows:
   1. 1. Basic property at the time of incorporation is as set forth in Annexed List 1.
   2. 2. Current basic property is as set forth in Annexed List 2.

Article 7 (Management of property)

1. ① To sell, donate, lease, or exchange basic property under Article 6(3), to offer it as security, to assume obligations, or to waive rights with respect to it, a resolution of the board of directors and permission of the supervisory authority are required.
2. ② Property acquired by purchase, donation in lieu of payment, or other means shall be promptly recorded as property of the corporation.
3. ③ Maintenance, preservation, and other management of basic property and ordinary property (excluding the cases under paragraphs (1) and (2)).
4. ④ Where there is any change in the list or appraised value of the basic property, the Annexed Lists shall be amended without delay and the procedure for amending the articles of incorporation shall be completed.
5. ⑤ The amount of donations raised each year and how they are used shall be disclosed on the corporation’s website.

Article 8 (Valuation of property)

All property of this corporation shall be valued at its market value at the time of acquisition, except that unlisted shares shall be valued at their appraised value. Property that has been revalued shall be stated at its revalued amount.

Article 9 (Funding of expenses)

Expenses necessary for the maintenance and operation of this corporation shall be funded from income on basic property, business income, and other revenue.

Article 10 (Classification of accounts)

1. ① The accounts of this corporation shall be divided into accounts for principal activities and accounts for revenue-generating activities.
2. ② In the case of paragraph (1), revenue subject to corporate income tax under the Corporate Tax Act and the corresponding expenses shall be recorded under revenue-generating activities, and all other revenue and expenses shall be recorded under principal activities.
3. ③ Expenses that are difficult to allocate between principal activities and revenue-generating activities under paragraph (2) shall be allocated by applying mutatis mutandis the provisions of corporate tax law on the allocation of common expenses.

Article 11 (Accounting principles)

The accounts of this corporation shall be kept in accordance with generally accepted accounting principles, based on the facts of each transaction, so that the results of operations and financial position can be accurately ascertained.

Article 12 (Fiscal year)

The fiscal year of this corporation shall follow the fiscal year of the government.

Article 13 (Assumption of liabilities outside the budget, etc.)

The assumption of liabilities outside the budget or the waiver of claims requires a resolution of the board of directors and permission of the supervisory authority. However, this shall not apply where funds that cannot be repaid from the revenue of the current fiscal year are borrowed (hereinafter “long-term borrowings”), the proposed long-term borrowing is less than 5/100 of the total basic property less total liabilities at the time of borrowing, and the total amount of long-term borrowings including the proposed borrowing is less than KRW 1,000,000.

Article 14 (Restriction on remuneration of officers)

No remuneration shall be paid to officers other than the standing director under Article 17; provided that reimbursement of actual expenses may be made.

Article 15 (Prohibition on lending property to officers, etc.)

1. ① The property of this corporation may not be lent or made available for use, without adequate consideration, to any person having any of the following relationships with this corporation:
   1. 1. The founder of this corporation.
   2. 2. An officer of this corporation.
   3. 3. Another corporation in which a person related by kinship under Article 777 of the Civil Act to a person under items 1 or 2, or a person corresponding thereto, serves as an officer.
   4. 4. A person in a close financial relationship with this corporation.
2. ② Even in the case of persons not falling under any subparagraph of paragraph (1), property may not be lent or made available for use without adequate consideration unless there is a legitimate reason in light of the purposes of the corporation.

Article 16 (Types and number of officers)

1. ① The types and number of officers of this corporation shall be as follows:
   1. 1. Five (5) directors
   2. 2. Two (2) auditors
2. ② The directors under paragraph (1), item 1 shall include the chair of the board.

Article 17 (Standing director)

1. ① To have the activities prescribed in Article 4 carried out on a dedicated basis, the chair of the board may, by resolution of the board of directors, appoint one of the directors as a standing director.
2. ② The division of duties of the standing director shall be determined by the chair of the board.

Article 18 (Term of office)

1. ① The term of office of a director shall be four (4) years, and that of an auditor two (2) years.
2. ② The term of an officer who takes office by by-election shall run from the date of taking office.

Article 19 (Appointment of officers)

1. ① Directors and auditors shall be appointed by the board of directors and take office upon authorization of the supervisory authority.
2. ② Removal of an officer before the expiration of the term requires a resolution of the board of directors and authorization of the supervisory authority.
3. ③ Any vacancy among the directors or auditors shall be filled within two months.

Article 20 (Restrictions on appointment of officers)

1. ① In composing the board of directors, the number of directors who are in a special relationship with one another as defined in Article 12 of the Enforcement Decree of the Act on the Establishment and Operation of Public Interest Corporations shall not exceed one fifth of the current number of directors.
2. ② An auditor shall not be in the special relationship prescribed in paragraph (1) with another auditor or with any director.

Article 21 (Election and term of the chair of the board)

1. ① The chair of the board shall be elected from among the directors and take office upon authorization of the supervisory authority.
2. ② The term of the chair of the board shall be the period during which he or she serves as a director.

Article 22 (Duties of the chair of the board and directors)

1. ① The chair of the board shall represent this corporation and oversee all of its affairs.
2. ② The directors shall attend meetings of the board of directors, deliberate and resolve on matters concerning the affairs of this corporation, and handle matters delegated by the board of directors or the chair of the board (excluding matters delegated to the standing director).

Article 23 (Acting chair of the board)

1. ① When the chair of the board is unable to perform his or her duties, a director designated by the chair shall act in his or her place.
2. ② When the office of the chair of the board becomes vacant, a director elected by the board of directors shall act in the chair’s place.
3. ③ The election of a director under paragraph (2) shall require the affirmative vote of a majority of the full number of directors at a meeting of the board of directors.
4. ④ A director elected as acting chair under paragraph (2) shall proceed without delay with the procedure for electing a chair of the board.

Article 24 (Duties of auditors)

The auditors shall perform the following duties:

1. 1. Auditing the financial affairs of the corporation.
2. 2. Auditing the operation of the board of directors and its affairs.
3. 3. Where any impropriety or irregularity is found as a result of the audits under items 1 and 2, demanding correction by the board of directors or reporting to the supervisory authority.
4. 4. Demanding that a meeting of the board of directors be convened when necessary to make a report under item 3.
5. 5. Attending meetings of the board of directors and stating opinions.
6. 6. Signing and sealing the minutes of meetings of the board of directors.

Article 25 (Functions of the board of directors)

The board of directors shall deliberate on and decide the following matters:

1. 1. Matters concerning the budget, settlement of accounts, borrowings, and the acquisition, disposal, and management of the assets of this corporation.
2. 2. Matters concerning amendment of the articles of incorporation.
3. 3. Matters concerning dissolution of the corporation.
4. 4. Matters concerning the appointment of officers.
5. 5. Matters concerning the corporation’s activities.
6. 6. Matters falling within its authority under these articles of incorporation.
7. 7. Other matters submitted by the chair of the board as important to the operation of this corporation.

Article 26 (Quorum)

1. ① A meeting of the board of directors shall be opened with the attendance of a majority of the full number of directors.
2. ② Resolutions of the board of directors shall be adopted by the affirmative vote of a majority of the directors present; in the event of a tie, the presiding chair shall decide.

Article 27 (Grounds for exclusion from voting)

1. ① The chair of the board or a director may not take part in a resolution in any of the following cases:
   1. 1. When the matter concerns his or her own appointment or removal as an officer.
   2. 2. When the matter involves the receipt or payment of money or property and his or her interests conflict with those of the corporation.

Article 28 (Sessions)

The board of directors shall meet once every year, and may meet from time to time as necessary.

Article 29 (Convening the board of directors)

1. ① Meetings of the board of directors shall be convened by the chair of the board, who shall preside over them.
2. ② To convene a meeting of the board of directors, notice stating the purpose of the meeting shall be given to each director at least seven (7) days before the meeting. However, this shall not apply when all directors are gathered and all of them call for a meeting of the board.

Article 30 (Special rules on convening)

1. ① The chair of the board shall convene a meeting of the board of directors within twenty (20) days of the date of the request in any of the following cases:
   1. 1. When a majority of the incumbent directors request that a meeting be convened, stating its purpose.
   2. 2. When an auditor requests that a meeting be convened pursuant to Article 24, item 4.
2. ② When a meeting of the board cannot be convened for seven (7) days or more because the person authorized to convene it is absent or evades convening it, a meeting may be convened with the approval of the supervisory authority upon the affirmative vote of a majority of the incumbent directors.
3. ③ A meeting convened under paragraph (2) shall elect its presiding chair from among the directors present, under the chairmanship of the most senior director present.

Article 31 (Prohibition of written resolutions)

Resolutions of the board of directors may not be adopted in writing.

Article 32 (Amendment of the articles of incorporation)

Any amendment to these articles of incorporation shall be resolved by the affirmative vote of at least two thirds of the full number of directors and shall be subject to permission of the supervisory authority.

Article 33 (Dissolution)

Dissolution of this corporation shall be resolved by the affirmative vote of at least two thirds of the full number of directors and shall be subject to permission of the supervisory authority.

Article 34 (Vesting of residual assets)

Upon dissolution of this corporation, its residual assets shall vest in the Gyeonggi Provincial Office of Education.

Article 35 (Implementing rules)

Matters necessary for the implementation of these articles of incorporation shall be prescribed by rules adopted by resolution of the board of directors.

Article 36 (Matters and method of public notice)

Matters required by law and the matters listed below shall be publicly announced in the Kyeonggi Ilbo:

1. 1. Change of the corporation’s name or the location of its office.

Article 37 (Officers at incorporation and their terms)

The officers of this corporation at the time of incorporation and their terms of office are as follows:

These articles of incorporation shall take effect from the date on which permission of the supervisory authority is granted (2003.   .   .).

Basic property at incorporation

Current basic property