HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST WAIVER OF NOTICE AND CONSENT TO HOLD MEETING OF BOARD OF DIRECTORS

Transcription

1 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST WAIVER OF NOTICE AND CONSENT TO HOLD MEETING OF BOARD OF DIRECTORS We, the undersigned, being all of the Directors and Statutory Auditor of Hwado DC Corporate Restructuring Real Estate Investment Trust (the Company ), hereby waive the right to receive the prior notice required under the applicable provisions of the Korean Commercial Code and the Articles of Incorporation of the Company, and hereby consent to hold the Meeting of Board of Directors as set forth below. We also agree that actions may be taken on matters coming before the meeting as if a notice had been duly given. Date and Time: June 30, 2016 at 3:00 P.M. Place: 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea a Agenda: 1. Approval of the Annual Report for 2016 Fiscal Year 2. Approval of the Financial Statements for 2016 Fiscal Year 3. Convening of the Ordinary General Meeting of Shareholders Date: June 30, 2016 at 3:00 P.M. Representative Director: Rae Ik Park Director: In Won Choi Director: Young ho Ko Statutory Auditor: So Hee Kim

2 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST CONSENT TO SHORTEN NOTICE PREIOD AND TO HOLD MEETING OF BOARD OF DIRECTORS The undersigned, being all of the Directors and Statutory Auditor of H Jeonju Corporate Restructuring Real Estate Investment Trust, hereby consents to shorten the prior notice period required under the applicable provisions of the Articles of Incorporation and also consents to hold the meeting of board of directors as set forth below. The undersigned also agrees that actions may be taken on the matters coming before the meeting as if the required notice had been duly given. Date and Time: June 30, 2016 at 3:00 P.M. Place: 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea Agenda: 1. Approval of the Annual Report for 2016 Fiscal Year 2. Approval of the Financial Statements for 2016 Fiscal Year 3. Convening of the Ordinary General Meeting of Shareholders Date: June 30, 2016 at 3:00 P.M. Representative Director: Rae Ik Park Director: In Won Choi Director: Young ho Ko Statutory Auditor: So Hee Kim

3 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS The meeting of the Board of Directors of the Company was held as follows: Date and Time Place : June 30, 2016 at 3:00 P.M. : 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea Total Number of Directors : 3 Number of Directors present : 3 - Rae Ik Park - In Won Choi (Via video-conference) - Youngho Ko (Via video-conference) Total number of Statutory Auditors : 1 Number of Statutory Auditor present : 1 The Chairman, Representative Director Rae Ik Park, took the chair and opened the meeting, declaring that the meeting was lawfully constituted. Then the following items were submitted, considered and resolved: Agenda 1. Approval of the Annual Report for 2016 Fiscal Year The Chairman presented to the Directors the Annual Report for 2016 Fiscal Year for review by the Board, and proposed that the Board approve the Annual Report as presented. Upon review of the Annual Report and due deliberation by the Directors present, it was resolved by unanimous vote that the Annual Report for 2016 Fiscal Year be approved as presented. Agenda 2. Approval of the Financial Statements for 2016 Fiscal Year The Chairman presented to the Directors the Financial Statements for 2016 Fiscal Year for review by the Board and proposed that the Board approve the Financial Statements. Upon review of the Financial Statements and due deliberation by the Directors present, it was resolved by unanimous vote that the Financial Statements for 2016 Fiscal Year should be approved as presented.

4 Agenda 3. Convening of the Ordinary General Meeting of Shareholders The Directors present unanimously agreed to the Chairman's proposal to convene the Ordinary General Meeting of shareholders to deal with the agenda set forth below as follows: Date and Time Place Agenda : June 30, 2016 at 04:00 P.M. : 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea : 1. Annual Report for 2016 Fiscal Year 2. Approval of the Financial Statements for 2016 Fiscal Year 3. Approval of Dividend 4. Approval of Ceiling Amounts of Remuneration for Director 5. Approval of Ceiling Amounts of Remuneration for Statutory Auditor There being no further business to be transacted at this meeting, the Chairman declared the meeting closed at 02:30 p.m. IN WITNESS WHEREOF, the Chairman and Directors present personally and through a video conference system have executed these minutes and hereunto affixed their signatures. Date: June 30, 2016 Hwado DC Corporate Restructuring Real Estate Investment Trust Representative Director: Rae Ik Park Director: In Won Choi Director: Young ho Ko

5 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST NOTICE OF CONVOCATON OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS We hereby inform you that the Ordinary General Meeting of Shareholders will be convened as set forth below, and you are cordially requested to attend the meeting. Date and Time Place Agenda : June 30, 2016 at 04:00 P.M. : 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea : 1. Annual Report for 2016 Fiscal Year 2. Approval of the Financial Statements for 2016 Fiscal Year 3. Approval of Dividend 4. Approval of Ceiling Amounts of Remuneration for Director 5. Approval of Ceiling Amounts of Remuneration for Statutory Auditor Date: June 30, 2016 Hwado DC Corporate Restructuring Real Estate Investment Trust Rae Ik Park Representative Director Receipt Acknowledged June 30, 2016 Reco Hwado Private Limited Director:

6 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST CONSENT TO SHORTEN NOTICE PREIOD AND TO HOLD THE ORDINARY GENERAL MEETING OF SHAREHOLDERS The undersigned, being the sole Shareholder of Hwado DC Corporate Restructuring Real Estate Investment Trust, hereby consents to shorten the prior notice period required under the applicable provisions of the Articles of Incorporation and also consents to hold the ordinary General Meeting of Shareholders as set forth below. The undersigned also agrees that actions may be taken on the matters coming before the meeting as if the required notice had been duly given. Date and Time Place Agenda : June 30, 2016 at 04:00 P.M. : 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea : 1. Annual Report for 2016 Fiscal Year 2. Approval of the Financial Statements for 2016 Fiscal Year 3. Approval of Dividend 4. Approval of Ceiling Amounts of Remuneration for Director 5. Approval of Ceiling Amounts of Remuneration for Statutory Auditor Date: June 30, 2016 The Sole Shareholder: Reco Hwado Private Limited Director:

7 HWADO DC CORPORATE RESTRUCTURING REAL ESTATE INVESTMENT TRUST MINUTES OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS The ordinary General Meeting of Shareholders of Hwado DC Corporate Restructuring Real Estate Investment Trust (the Company ) was held as follow: Date and Time: June 30, 2016 at 04:00 P.M. Place: 23F Namsan Square, 173 Toegye-ro, Jung-gu, Seoul, Korea Total number of shareholders: 1 Total number of issued shares with voting rights: 2,300,000 shares Number of shareholders present at the meeting: 1 Number of shares held by shareholders present: 2,300,000 shares The Chairman, Representative Director Rae Ik Park, took the chair and opened the meeting, declaring that the meeting was lawfully constituted. Then the following agenda items were submitted, considered and resolved as follows: Agenda 1. Annual Report for 2016 Fiscal Year The Chairman reported to the shareholder matters concerning the business of the Company during 2016 Fiscal Year using the Annual Report presented at this meeting. Agenda 2. Approval of the Financial Statements for 2016 Fiscal Year The Chairman presented the Financial Statements for 2016 Fiscal Year including the Statements of Financial Position, Statements of Income, Statements of Changes in Equity, Statements of Cash Flows and supplementary documents thereof and proposed that they be approved. Upon review thereof and due deliberation by the shareholder present, it was unanimously resolved that the foregoing Financial Statements for 2016 Fiscal Year should be approved as drafted. Agenda 3. Approval of Dividend The Chairman proposed to pay dividend from the income of the Company for the fiscal year ended March 31, 2016 and the shareholder present unanimously agreed to the proposal as follows. 1. Name of the shareholder: Reco Hwado Private Limited, 2,299,999shares (100%) 2. Amount of total dividend: KRW 0

8 Agenda 4. Approval of Ceiling Amounts of Remuneration for Director The Chairman explained that the ceiling amount of remuneration (including bonuses) to be paid by the Company to the registered Directors of the Company must be approved by the General Meeting of Shareholder and proposed that the shareholder determine and approve such amount for the Fiscal Year, covering the period from April 1, 2016 to March 31, Upon due deliberation by the shareholder present, it was resolved that the ceiling amounts of remuneration to be paid by the Company to the Directors for the Fiscal Year ending March 31, 2016 be set as follows: Ceiling amount of remuneration for Directors: NIL. Agenda 5. Approval of Ceiling Amounts of Remuneration for Statutory Auditor The Chairman explained that the ceiling amount of remuneration (including bonuses) to be paid by the Company to the registered Statutory Auditor of the Company must be approved by the General Meeting of Shareholder and proposed that the shareholder determine and approve such amount for the Fiscal Year, covering the period from April 1, 2016 to March 31, Upon due deliberation by the shareholder present, it was resolved that the ceiling amounts of remuneration to be paid by the Company to the Statutory Auditor for the Fiscal Year ending March 31, 2016 be set as follows: Ceiling amount of remuneration for Statutory Auditor: NIL. There being no further business to be transacted at this meeting, the Chairman declared the meeting closed at 02:30 p.m. IN WITNESS WHEREOF, the Chairman and the Directors present prepared these minutes and affixed thereon their names and seals. Date: June 30, 2016 Hwado DC Corporate Restructuring Real Estate Investment Trust Chairman, Representative Director: Rae Ik Park Director: In Won Choi Director: Young ho Ko

9 Hwado DC Corporate Restructuring Real Estate Investment Trust FOR THE YEAR ENDED MARCH 31, 2016 CONTENTS I. Annual Report 1. Summary of the Company Proceeding and Results of Business Business Performances and Financial Status during the year Tasks to be managed by the Company Board of Directors Shareholders Major creditors Major events happened after the end of fiscal year Other major matters related to the business... 4 II. Financial Statements 1. Statements of financial position Statements of income Statements of changes in equity Statements of cash flows... 8

10 1. Summary of the Company (A) Organization and business of the Company Hwado DC Corporate Restructuring Real Estate Investment Trust (the Company ) was incorporated under the laws of the Republic of Korea on May 03, 2012 to carry out (1) Purchase, sales or trust to trust companies in accordance with Real Estate Investment Company Act, (2) management, operation or disposal including rent of securitized assets, and (3) issuance and repayment of securitization stock based upon securitized assets, etc. The Company is a wholly-owned subsidiary of Reco Hwado Private Limited. (B) Objectives of the Company (C) Office (1) Sales and rent of real estates, (2) To do and perform any other business incidental or conducive to each of the foregoing. Building Major business Location Hwado-Warehouse Sales and rent of real estates Changyeon-ri, hwadoeup, Namyangju-si (D) Employees Classification Officer Sales Administration Total Male Female Total (E) With respect to the capital stock (1) Kind and number of stock issued and outstanding Kind of Stock Number of Stock Amount Ratio Remarks Common stock 2,299,999 W 11,499,995, % - (2) Changes in capital stock during the year Not applicable

11 2. Proceeding and Results of Business See the accompanying financial statements. 3. Business Performances and Financial Status during the year See the accompanying financial statements. 4. Tasks to be managed by the Company (A) Full utilization of the Company's business assets (B) Development of new business opportunities in Korea 5. Board of Directors Standing/ Non-standing Name Title Non-Standing Rae Ik Park Representative Director Duty or Main Job Commercial Relations with the Company Remarks President None - Non-Standing In Won Choi Director Director None - Non-Standing Youngho Ko Director Director None - 6. Shareholders Name Number of stock Ratio Commercial relations with the Company Remarks Reco Hwado Private Limited 2,299, % None -

12 7. Major Creditors Name Reco Hwado Private Limited Amount (in thousands) Interest Rate Type Maturity KRW9,320,000,000 3M Libor + 2% USD8,152, July 26, 2017 Reco Hwado Private Limited KRW39,600,000,000 3M CD rate % JPY2,757,000,000 Aug 17, 2022 Reco Hwado Private Limited KRW7,400,000,000 3M Libor + 1% USD7,280, Sep 16, Major events happened after the end of fiscal year No particulars to be reported. 9. Other major matters related to the business No particulars to be reported.

13 Hwado DC Corporate Restructuring Real Estate Investment Trust Statements of Financial Position March 31, 2016

14 Hwado DC Corporate Restructuring Real Estate Investment Trust Statements of Income Period From April 1, 2015 to March 31, 2016

15 Hwado DC Corporate Restructuring Real Estate Investment Trust Statements of Changes in Equity Period From April 1, 2015 to March 31, 2016

16 Hwado DC Corporate Restructuring Real Estate Investment Trust Statements of Cash Flows March 31, 2016