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LPL » Topics » Article 2. Formation, Purposes and Duration

This excerpt taken from the LPL 20-F filed Apr 11, 2005.

Article 2. Formation, Purposes and Duration

 

2.1 Formation.

 

  (a) The purpose of this Agreement is to provide for the ownership and operation by the Parties of the JVC, which will be a Korean joint stock company (chusik hoesa).

 

  (b) NEG represents and warrants to LPL as of the Effective Date and the Closing Date that it has established the JVC as its wholly owned subsidiary in full compliance with all applicable Korean laws with the share capital of 1,000,000,000 Korean Won.

 

  (c) As soon as practically possible after the receipt of all Government Approvals of this Agreement, LPL shall subscribe to new shares issued by the JVC at par value in an amount necessary to own forty percent (40%) of the entire issued share capital and voting rights of the JVC. NEG shall waive its pre-emptive rights and take other actions necessary to allow and assist LPL achieve forty percent (40%) ownership in the JVC.

 

2.2 Name. The name of the JVC shall be “Paju Electric Glass Co., Ltd.” which shall be expressed in Korean as LOGO and in Japanese LOGO. The business of the JVC shall be conducted solely under such name and all assets of the JVC shall be held under such name, except as provided otherwise in this Agreement.

2.3 Purposes and Business. The purpose and business of the JVC shall be to engage in the following business activities:

 

  (a) To conduct after-processing of material glass sheets of the LCD Glass;

 

  (b) To sell and distribute the Products;

 

  (c) To provide service, including after-sales service to the JVC’s customers of the Products; and

 

  (d) Other activities incidental to and in furtherance of the foregoing objective.

 

Based on the business scope above, other business activities may be carried out by the JVC only by mutual agreement of the Parties in writing.

 

2.4 Place of Business. The principal office and place of business of the JVC shall be located at Paju, Korea, or at such other place as the Board of Directors of the JVC decides.

 

2.5 Term. The term of this Agreement shall commence on the Effective Date and continue perpetually, unless earlier the JVC is dissolved or this Agreement is terminated pursuant to the provisions of this Agreement, provisions of the Articles of Incorporation or applicable law.

 

2.6 Articles of Incorporation NEG shall ensure that the JVC shall have adopted prior to the Closing Date the Articles of Incorporation in form and substance identical to Exhibit A. The Articles of Incorporation shall be revised and amended from time to time, as may be required, to ensure that they at all times shall conform with the terms and conditions of this Agreement.

 

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