Article 1. Name of Company

The Company shall be called SK Networks Chusik Hoesa, and described as SK Networks Company Limited (abbreviated as SK Networks Co., Ltd.) in English.

Article 2. Purpose

( 1) Imports and Exports, and the Agency thereof
( 2) Trading Agency
( 3) Wholesale and Retail Sale
( 4) Supply of goods to the military and government agencies
( 5) Manufacturing, Processing, Sale, Lending And Repair Of Management Information System
( 6) Semiconductor, Manufacture, sale and process of electronics goods and parts
( 7) Electronic card manufacture and sales
( 8) Manufacturing, processing, sale, lending and repair of telecommunication and other computer network system
( 9) Development and sale of system integration and software
(10) Communication Sales
(11) Electronic commerce and Internet relating business
(12) Telemarketing service business
(13) Leased Line Services, Research, Development and Technical Services for Telecommunications
(14) Business relating to Privileged telecommunication and other computer network system
(15) Value added telecommunication and other computer network business
(16) Computer facility business
(17) Management and Related Services for Telecommunications and Clients
(18) Distribution of information
(19) Data base activities
(20) Technical services for information processing
(21) Information communication and other computer network services
(22) Production and sale of publications
(23) The Advertising Business
(24) Movie, broadcasting and other public performance business
(25) Import and sales of car
(26) Manufacture, import, sales of car spare parts and articles
(27) Management business of gas station and relating subsidiary facility
(28) Plugging and sales of liquid petroleum gas
(29) Management business of plugging station and relating subsidiary facility
(30) Import, export, sale and purchase of petroleum products
(31) Sales, storage, transportation and export & import business of petroleum products and by-products
(32) Manufacture, import, sales of car mechanic equipment
(33) Car maintenance business and relating service business
(34) Convenience store management and franchise business
(35) Resting restaurant management and franchise business
(36) Franchise business
(37) Cultivation, process and sale of ginseng
(38) Manufacture, sale and process of textile goods
(39) Manufacture, import, export and sale of toxicants
(40) Manufacture and sale of facilities for environmental pollution prevention
(41) Manufacture and sale of aircraft components
(42) Agency for import and sale of alcoholic beverages
(43) Process and sale of agricultural, livestock and marine products
(44) Process of marine products and commercial ice
(45) Production and sale of flowering plant
(46) Import, export and sale of medicament products, etc.
(47) Sale of medical instrument
(48) Construction
(49) Housing construction
(50) Telecommunication works
(51) Construction relating to information system and communication network
(52) Receiving orders for overseas construction projects
(53) Transportation
(54) Business relating to car lending, automobile transportation and related supporting services
(55) Marine transportation
(56) Harbor transportation and related supporting services
(57) Air transportation and related supporting services
(58) Warehousing
(59) Business relating to bond and warehouse
(60) Financing
(61) Credit card business
(62) Sale, purchase and lease of real estate
(63) Lotting-out & supply business of the real estate
(64) Real estate related services
(65) Business management counseling
(66) Consignment management of copyright
(67) Dispatch relating to labor management
(68) Business relating to credit information
(69) Business of education and operation of computer school relating to information system and communication network
(70) Correspondence education institution business
(71) Development and sale of overseas resources
(72) Freight transportation and home delivery services
(73) Lodging business
(74) Game and entertainment sports business and other recreational activities
(75) Car sale and salvage services
(76) Internet telecommunication services
(77) Publishing and suppling of movie, video, cultural products and related services
(78) Cable networks and program distribution
(79) Production and distribution of program and contents of movie, broadcasting, video, other cultural products
(80) Restaurants, bars and canteens
(81) Facilities support and employment services
(82) Operation services for social work activities with accommodation, social works without accommodation
(83) Manufacturing, processing and distribution of products composed of biodegradable nanocomposite resin
(84) Manufacturing, processing and distribution of biodegradable nanocomposite resin with Latent heat effects
(85) Providing services and contents of communication without any line connection and internet without any line connection
(86) Providing services and contents of wired and wireless information
(87) Management of educational institution and educational facilities, and service of education
(88) Facilities leasing business(automobile lease and others) and other specialized credit financial business
(89) Life, property and casualty insurance agencies and brokerage
(90) Wholesale and retail sale of food products, beverages, living goods, miscellaneous goods and other commodities
(91) Related overseas businesses pertaining to the above businesses and related businesses pertaining to the above businesses

Article 3. Principal Office and Branch Offices

The Company may establish branch offices in accordance with a resolution of the Board of Directors when necessary.

Article 4. Method of Public Notice

The public announcement of the Company shall be given in "Money Today", a daily newspaper published in Seoul , Korea . If the publication in the aforesaid newspaper is not possible, it may be given in any of the other daily newspapers.

Article 5. Total Number of Shares Authorized to Be Issued

The Total number of shares authorized to be Issued by the Company shall be one billion five hundred million (1,500,000,000) shares.

Article 6. Par Value

The par value per share of the shares to be issued by the Company shall be five thousand (5,000) Won.

Article 7. Classes of Shares

The shares to be issued by the Company shall be three (3) classes: common shares, preferred shares, and redeemable preferred shares. The preferred shares and redeemable preferred shares may be issued without voting right.

The number of non-voting shares to be issued by the Company shall be two hundred and fifty million (250,000,000) shares .

Article 7-2. Preferred Shares

①

The Board of Directors shall determine the rate of dividend for the preferred shares at the time of issuance based on the par value but eight percent (8%) or more per annum.

If the dividend rate of the common shares exceeds the dividend rate of the preferred shares, the excess portion shall be distributed to the preferred shares at the same rate as the common shares.

In case the prescribed dividend is not distributed for the preferred shares in any business year, the accumulated dividends that have not been distributed shall be distributed preferentially at the time of distribution in the following year.

The period of existence of the preferred shares shall be between three(3) and ten(10) years from the date of issuance which shall be determined by a resolution of the Board of Directors at the time of issuance. Contemporaneously with the expiration of such period, the preferred shares shall be converted to the common shares. If, however, prescribed dividend has not been distributed during the said period, the period shall be extended until the distribution of prescribed dividend is completed. In such event, for the distribution of profits for the shares issued upon conversion the provisions of Article 9-4 (Initial Date for the Calculation of Profits for New Shares) shall apply mutatis mutandis.

Article 7-3. Redeemable Preferred Shares

①

The Company may issue redeemable preferred shares (“Redeemable Preferred Shares”) which may be redeemed with profits by the resolution of the Board of Directors.

The Redeemable Preferred Shares have no voting rights.

The Company shall redeem the Redeemable Preferred Shares at the maximum number allowed under the relevant laws, when it has profits which may be distributed as dividends.

The Redeemable Preferred Shares shall be redeemed within the period determined by the Board of Directors at the time of issuance within the period of eight (8) years (“Redemption Period”). The shareholders who hold the Redeemable Preferred Shares which are not redeemed within the Redemption Period may convert the Redeemable Preferred Shares to the common shares within the period of one (1) year from the expiration of the Redemption Period.

In case of the latter part of Paragraph 5 above, one Redeemable Preferred Share may be converted to one share of the common share; provided that the Board of Directors at the time of issuance may adopt certain rules on the adjustment of conversion ratio in the cases where there exist certain occasions causing the change of the shareholding ratio of the shareholders of the Redeemable Preferred Shares (which means the proportionate shareholding ratio based on the premise of the conversion of the Redeemable Preferred Shares to the common shares) including division, consolidation of common shares or other similar occasions.

In the cases where the Redeemable Preferred Shares are not redeemed within the Redemption Period provided in Paragraph 5 above, the Redemption Period is deemed to be extended to the date when the redemption is completed.

The Board of Directors shall determine the minimum rate of dividend for the Redeemable Preferred Shares at the time of issuance based on the par value but one percent (1%) or more per annum.

For cases of the Redeemable Preferred Shares, the provisions of Paragraph 2 through 4 of Article 7-2 and the 4th sentence of Paragraph 5 of Article 7-2 shall apply mutatis mutandis.

The Redeemable Preferred Shares may have other additional rights or features that may be determined by the Board of Directors at the time of issuance.

Article 8. Denomination of Share Certificates

The Company shall issue eight(8) denominations of share certificates :
one(1) share certificate, five(5) share certificate, ten(10) share certificate, fifty(50) share certificate, one hundred(100) share certificate, five hundred(500) share certificate, one thousand(1,000) share certificate and ten thousand(10,000) share certificate.

Article 9. Preemptive Rights to New Shares

①

Each shareholder of the Company shall have the right to subscribe for new shares in proportion to the number of shares which he owns. Provided that in the case when the Company increases the capital with or without consideration, the allotment of new shares to the preferred shares and the Redeemable Preferred Shares shall be made with the common shares in the case of increase of capital with consideration and with the same kind of share in the case of increase of capital without consideration. However, when any shareholder waives or loses his preemptive right, or when odd lots occur in the allocation of new shares, those available shares shall be disposed of in accordance with a resolution of the Board of Directors.

The Board of Directors may, notwithstanding the provisions of Item 1, resolve that the Company make an initiation to the public for the issuance of new shares or allow subscribers to subscribe for new shares according to the Securities and Exchange Act.

Notwithstanding the provision of Item 1,in case the Company issues new shares for the issuance of depositary receipts, the new shares may be allocated to persons other than shareholders by a resolution of the Board of Directors.

Notwithstanding the provisions of Paragraph 1, the Company may allocate new shares to persons other than shareholders by a resolution of the Board of Directors to achieve the business objects such as indtroduction of new technology, improvement of the financial status, or reorganization of the business structure.

Article 9-2. Increase of Capital through Public Offering, etc.

①

The Company may issue new shares by a resolution of the Board of Directors by increasing the capital through public offering in accordance with the method prescribed in Article 189-3 of the Securities Exchange Act, provided that such new shares do not exceed 50/100ths of the total number of shares issued and outstanding.

In case new shares are to be issued in accordance with the method provided Paragraph 1, the kind, number and issuing price of shares to be issued shall be determined by a resolution of the Board of Directors. Provided that in such a case the issuing price of new shares shall be higher than the price prescribed by Article 84-5 of the Implementing Decree of the Securities Exchange Act.

Article 9-3. Share Purchase Option

①

The Company may, by a special resolution of the general meeting of shareholders, grant to officers and employees the share purchase option according to Article 189-4 of the Securities Exchange Act(“Act”) not to exceed 15/100ths of the total number of shares issued and outstanding. The Company may, by a resolution of the board of directors, grant to officers and employees the share purchase option according to the related Act not to exceed 10/100ths of the total number of shares issued and outstanding. Provided that a person falling order anyone of the following items shall be excluded.

(1) The largest shareholder and person in special relationship with him (meaning person in special relationship according to Paragraph 2 of Article 10-3, the Implementing Decree of the Securities Exchange Act) but excluding any person that falls under the category of special relationship by virtue of becoming a director or officer of the company.

(2) Important shareholders (important shareholders according to Article 188, the Securities Exchange Act) and person in special relationship with him but excluding any person that falls under the category of special relationship by virtue of becoming a director or officer of the company.

(3) Person who will become an important shareholder upon exercise of the share purchase option.

The shares to be issued upon exercise of the share purchase option (in case of paying the difference between the price at which the share purchase option is excised and the current market in cash or issuing as his own shares, the shares mean those shares used as the criteria to calculate the difference), shall be the common shares in registered form (or preferred shares in registered form).

The share purchase option may be exercised within a period not to exceed eight(8) years from the date two(2) years after the date of resolution of the general meeting of shareholders or the board of directors granting the share purchase option as determined by separate contract.

In the case of the situation falling under any one of the following items, the grant of the share purchase option may be revoked by a resolution of the Board of Directors.

(1) Where the concerned officer or employee resigned or retires voluntarily within three(3) years from the date of the grant of the share purchase option.

(2) Where the concerned officer or employee caused substantial damages to the Company willfully or by negligence.

(3) Where a cause to revoke as provided in the share purchase option contract arises.

Article 9-5. Redemption and Retirement of Shares

①

The class, total number and total amount of shares subject to redemption and the period and method of redemption shall be determined by a resolution of the board of directors in accordance with the relevant laws and regulations.

Article 10. Payment for Shares

Subscribers who have not paid the amount of the value of shares allotted to them on or before the payment date shall lose their rights, and damage caused by default in payment may be claimed against the subscribers according to a resolution of the Board of Directors.

Article 11. Transfer Agent

①

The business in respect of transfer of shares mentioned in Paragraph 1 means the following :

(1) Preparation of the register of shareholders and other related books, and management thereof.

(2) Making entries in the register of shareholder establishment and/or cancellation of rights of pledge, declaration and/or cancellation of property in trust, issuance of share certificates and acceptance of reports.

(3) Businesses incidental to the preceding items and other businesses in respect of shares.

The procedures for handling the businesses mentioned in Paragraph 2 shall be pursuant to the Regulation on Securities Transfer Agency Business of Transfer Agent.

Article 12. Report of Addresses, Names and Seal impressions of Shareholders, etc.

①

The Company shall not assume the responsibility for damage caused by negligence in reporting the particulars mentioned in the preceding Paragraphs ( Paragraphs 1 through 3 )

Article 13. Transfer of Shares

①

When request for alteration of entries concerning the shares issued by the Company is to be made, a person who acquires shares shall affix his name and seal or sign on an application prescribed by the Company and submit the relevant share certificate therewith to the transfer agent. However, in case the shares are acquired by inheritance, bequeath, auction or judgments, he shall also submit the share certificates of the acquirer and a document certifying the means of acquisition to the transfer agent.

The transfer of shares will not be effective as against the company unless the full name and address of the transferee has been entered in the register of shareholder or duplicate thereof by the transfer agent.

Article 14. Closing of the Register of Shareholders and the Specified Date

①

When the Company, other than in the case mentioned in Paragraph 1, needs to determine the person who may exercise the right as a shareholder or a pledgee, it may, by a resolution of the Board of Directors, set a specified date or close the register of shareholders during a specified period not exceeding three(3) months after giving public notice of the above period or date at least two(2) weeks in advance of the commencement of the period or of the occurrence of such date. Provided that the company may, if the Board of Directors deems it necessary, set a specified date and close the register of shareholders at the same time.

Article 15. Establishment of Right of Pledge and Declaration or Trust

A person who wishes to establish, alter or cancel the right of pledge on shares issued by the Company, or declare or cancel the property in trust thereon shall affix his name and seal or sign on an application prescribed by the Company an submit the relevant share certificate therewith to the transfer agent.

Article 16. Reissuance of Share Certificate

①

When a person applies for the issuance of a new share certificate because severe stain or defacement makes it difficult to distinguish the genuineness of a share certificate or has lost a share certificate, he shall affix his name and seal on an application prescribed by the Company and submit the original or certified duplicate of a judgment of nullification therewith to the transfer agent.

The person who applies for reissuance of share certificates according to Paragraphs 1 and 2 shall pay a fee prescribed by the Company.

Article 17. 〈Deleted on March 2, 2007〉

Article 18. Issuance of Convertible Debentures

The Company may issue convertible debentures to persons other than shareholders within an amount not exceeding one (1) trillion five hundred (500) billion won in total par value by the resolution of the Board of Directors.

In the case mentioned in Paragraph 1, in accordance with a resolution of the Board of Directors convertible debentures may be issued on the condition that only a part thereof can be converted into shares.

Shares to be issued as a result of conversion shall be common shares, preferred shares, or Redeemable Preferred Shares, which shall be determined by the Board of Directors at the time of issuance, and the conversion price shall be determined by the Board of Directors at the time of issuance of the debentures in the price equal to or higher than the face value of the shares. .

The period during which demand for conversion may be made shall be from the date of issuance of the relevant convertible debentures to the date which is one(1) day before the redemption date thereof, provided that the Board of Directors at the time of issuing the relevant convertible debentures may adjust the conversion period within the above period by resolution.

With regard to the distribution of profits or interest on the shares issued upon conversion of convertible debentures referred to in Paragraph (1), the conversion into shares shall be deemed to have taken place at the end of the fiscal year immediately preceding the fiscal year in which the demand for conversion is made.

Article 19. Issuance of Debentures with Warrants

The amount of new shares which may be subscribed for shall be determined by the Board of Directors within an amount not exceeding the total face value of the debentures with warrants at the time of issuing the debentures.

Notwithstanding the provision of Paragraph 1 above, the Company may issue debentures with warrants by the resolution of the General Meeting of Shareholders.

Article 20. Mutatis Mutandis Application to Issuance of Debentures

The provisions of these Articles of Incorporation in respect of shares shall apply mutatis mutandis to the issuance of the debentures, unless the context of the provisions renders the application improper.

Article 21. Convening of General Meeting

An ordinary general meeting of shareholders of the Company shall be convened within three(3) months after the end of each business year and an extra-ordinary general meeting of shareholders may be convened at any time when necessary.

In convening a general meeting of shareholders, a written notice stating the date, time, place and matters constituting the object of the meeting shall be dispatched to each shareholder at least two(2) weeks prior to the day set for such meeting. However a written notice to a shareholder who holds less than one-hundredth of the total number of issued shares which are entitled to vote may be replaced by a public notice in daily newspapers stating the convening of the general meeting at least two(2) weeks prior to the day set for such meeting. In this case, the public notice shall be given more than two(2) times in two or more daily newspapers.

Except as otherwise provided by the laws or regulations, a general meeting of shareholders shall be convened by the representative director according to a resolution of the Board of Directors. However, during the absence or disability of the representative director and president, the provisions of Article 33, Paragraph 2 shall apply mutatis mutandis.

A general meeting shall be convened at the site of the principal office or in Seoul .

Article 22. Chairman

The representative director shall be the chairman of a general meeting of shareholders. During the absence of disability of the representative director, the provisions of Article 33 Paragraph 2 shall apply mutatis mutandis.

Article 23. Chairman

In case shareholders make speeches or commit acts in order to obstruct the proceedings and disturb the order at a general meeting of share-holders' speeches if he deems it necessary for the meeting to proceed smoothly.

Article 24. Voting Right

Each shareholder shall have one vote for each share.

Article 25. Splitting of Voting Right

The Company may refuse the exercise of the splitting of voting rights of a shareholder, except where he takes over a trust or otherwise holds the shares for the benefit of another person

Article 26. Exercise of Voting Right by Proxy

A shareholder may exercise his voting right by proxy. However, the proxy holder shall be limited to a shareholder, and the proxy holder shall file a document evidencing his power of representation (Power of Attorney) prior to the convening of the general meeting of shareholders.

Article 27. Method of Resolution

Except as otherwise provided by laws or regulations, all resolutions of a general meeting of shareholders shall be adopted by a majority vote of the voting power held by the shareholders present : provided, however, that it shall not be less than one-fourth (1/4) of the total number of the issued shares.

No person who has special interests in a resolution of a general meeting shall exercise his voting right upon it.

Article 28. Minutes of the General Meeting

The minutes of the proceedings of a general meeting of shareholders shall be taken and shall contain the course of the proceeding of the meeting and results thereof, and shall be kept at the principal office and branch offices after the Chairman as well as the directors present have put their seals or signed thereon.

Article 29. Number of Directors and Auditors

The number of directors of the Company shall be three(3) or more but not more than twelve(12).

The directors shall be the standing directors and the outside directors.

Article 30. Election of the Directors

The directors of the Company shall be elected at the general meeting of shareholders by a majority vote of the shareholders present, provided that it shall be one-fourth(1/4th) or more of the total numbers of shares issued and outstanding.

The Company shall not adopt a cumulative voting for election of the Directors.

Article 31. Term of Office

A director elected to fill a vacancy shall hold office for the unexpired term of his predecessor.

Article 32. Election of Representative Director, etc.

The Company shall elect by a resolution of the Board of Directors one or more representative directors from among the directors and it may also appoint a chairman, a vice chairman, a president and a number of vice-presidents, senior managing directors and managing directors from among them.

Article 33. Duties of Directors

In the event that a director discovers a matter which may materially damage the Company, he/she shall report thereof to the auditor immediately.

Article 34. Remuneration

The remuneration, the retirement allowance and the retirement bonus for the directors shall be fixed by a resolution of a general meeting of shareholders. However, this shall not apply if payment is to be made pursuant to the Regulations for Payment of Remuneration and Retirement Allowance for Officers adopted by the general meeting of Shareholders.

Article 35. Board of Director

The Board of Directors shall consist of the directors and shall deliberate and determine the important affairs in respect of managing the business of the Company.

The representative director shall be the chairman of the Board of Directors. During the absence or disability of the representative director, the officer in the order mentioned in Article 33 Paragraph 2. shall execute the duties of the representative director on his behalf.

The notice of convening a meeting of the Board of Directors shall be given by a written notice, electronic mail or oral notice to each director and auditor at lease three(3) days prior to the date set for such meeting by the representative director or the director who is appointed to convene the meeting by the Board of Directors. However, in case of urgency, such period may be shortened, and when the consent of all the directors and auditors has been obtained, the procedures for convening a meeting may be omitted.

④

The resolution of the Board of Directors shall be adopted by a majority vote of the directors present who shall constitute in number a majority of the directors. However, no person who has special interests in a resolution of the Board of Directors shall exercise his voting right upon it.

Article 36. Commission

Paragraph 3 and Paragraph 4 of Article35 shall be applied to the commission.

Article 37. Counsellors and Advisors

The Company may have a number of counsellors and advisors according to a resolution of the Board of Directors.

Article 38. Organization of audit commission

④

Article 39. Duties of audit commission

④

The audit commission shall manage the matters assigned by the board of directors in addition to matters specified in provision 1 through provision 4 hereof.

Article 40. Audit minutes

The audit commission shall make the audit report about the audit, the operational principles and the result of the audit shall be provided on the audit minutes and the members joined in the audit shall write the name and affix the seal or sign.

Article 41. Business Year

The business year of the Company shall begin the first day of January and end the thirty first day of December in each year and the last day of each business year shall be the closing day of accounts.

Article 42. Preparation and Keeping of Financial Statements, etc.

The representative director shall prepare the following documents, annexed specifications thereof and a business report, and shall submit them to the auditors at lease six(6) weeks before the date designated for an ordinary general meeting of shareholders.
(1) A balance sheet
(2) A profit and loss statement and
(3) A statement of disposition of retained earnings or a statement of disposition of deficit.

The company shall keep the documents mentioned in each item of Paragraph 1 together with the audit report at the principal office for five(5) years from the date one(1) week prior to the date set for an ordinary general meeting of shareholders and certified duplicates thereof at each branch office for two(2) years therefrom.

④

Article 43. Disposition of Profit

The Company shall dispose of net profit which shall be the remaining balance after deducting total expenses and losses from gross revenue and profit, plus retaining earnings carried over from the preceding year, as follows :
1. Earned surplus reserves : one tenth (1/10) or more of the dividend amount in cash.
2. Other legal reserve.
3. Dividends to shareholders.
4. Voluntary reserve.
5. Bonus for directors.
6. Other disposition of retained earnings ; and
7. Retained earnings carried over to the following year.

Article 44. Dividends to Shareholders

The distribution of profit may be made with cash or shares to the shareholders and pledges registers as on the end of each period for settlement of accounts.

In case of the distribution of profit in shares, if the Company has issued several kinds of shares, the distribution of profit for any kind of shares may be made in any different kind of shares with the resolution adopted at a general meeting of shareholders.

The right to demand the payment of dividend shall be extinguished by prescription if it has not been exercised for five(5) years. In such case, the dividend shall escheat to the Company.

Article 45. Matters not covered

Matters not provided for in these Articles of Incorporation shall be subject to resolution of the general meeting of shareholders, the Commercial Code and other laws and regulations.

Article 1. Implementation Date

These Articles of Incorporation shall be implemented from March 27 , 1998.

Article 2. Interim Provisions

For the non-voting preferred shares issued before the amendment of these Articles of Incorporation, the relevant provisions of the Articles of Incorporation dated February 28, 1997 shall apply mutatis mutandis, notwithstanding Article 7 of these Articles of Incorporation.

Article 1. Implementation Date

This Articles of Incorporation shall become effective from March 2, 2007.