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CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

Act No. 6275, Oct. 23, 2000

Amended by Act No. 6429, Mar. 28, 2001

Act No. 6891, May 29, 2003

Act No. 7428, Mar. 31, 2005

Act No. 8852, Feb. 29, 2008

CHAPTER GENERAL PROVISIONS

Article 1 (Purpose)

The purpose of this Act is to smoothly facilitate the corporate restruc- turing by prescribing matters necessary to establish and run corporate restructuring investment companies incorporated to normalize the man- agement of companies which are considered viable despite their wors- ened financial positions and to efficiently clean up credits held by fi- nancial institutions to such companies.

Article 2 (Definitions)

The definitions of terms used in this Act shall be as follows:

1. The term "creditor financial institution" means a person who holds credits to companies contracted for corporate restructuring and falls under any of the following items:

(a) Any financial institution that has been granted authorization under the Banking Act (including any person who is deemed a financial institution under Articles 5 and 59 of the same Act); (b) The Korea Development Bank established under the Korea De- velopment Bank Act;

(c) The Export-Import Bank of Korea established under the Export- Import Bank of Korea Act;

(d) The Industrial Bank of Korea established under the Industrial Bank of Korea Act;

(e) The Long-Term Credit Bank established under the Long-Term Credit Bank Act;

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(f) Any securities company or investment advisory company incor- porated under the Securities and Exchange Act;

(g) Any management company incorporated under the Securities Investment Trust Business Act;

(h) Any insurer licensed under the Insurance Business Act; (i) Any trust company incorporated under the Trust Business Act; (j) Any finance company specializing in credits incorporated under the Specialized Credit Financial Business Act;

(k) Any mutual savings bank incorporated under the Mutual Savings Banks Act;

(l) Any merchant bank set up under the Merchant Banks Act; (m) The Korea Assets Management Corporation set up under the Act on the Efficient Disposal of Non-Performing Assets, etc. of Fi- nancial Institutions and the Establishment of Korea Assets Management Corporation; and

(n) Any other person who runs the banking business under appli- cable Acts and is prescribed by the Presidential Decree;

2. The term "company contracted for corporate restructuring" means a company (including any domestic corporation under Article 45 (1) of the Restriction of Special Taxation Act) which is considered viable despite its worsened financial position and also is in fact striving to put its management back on track by preparing a plan for improving its business performance and entering a contract with creditor finan- cial institutions for improving its business performance through the process of negotiations and adjustments with such creditor financial institutions;

3. The term "corporate restructuring investment company" means a com- pany incorporated under this Act to operate its assets by investing in companies contracted for corporate restructuring and purchasing assets contracted for corporate restructuring with the aim of normal- izing the management of such companies and to distribute revenues therefrom to its stockholders;

4. The term "assets management company" means a person who is en- trusted by a corporate restructuring investment company with the business of managing, operating and disposing of assets of the latter and is registered with the Financial Supervisory Commission in ac- CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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cordance with the provisions of Article 42 (1);

5. The term "assets custody company" means a person who is entrusted by a corporate restructuring investment company with the business of having the custody of assets of the latter and other related busi- ness, and is prescribed in Article 50 (2);

6. The term "company entrusted with general administrative affairs" means a person who is entrusted by a corporate restructuring in- vestment company with the performance of general administrative affairs with respect to the operation of the latter and is prescribed in Article 52 (2);

7. The term "securities, etc." means what falls under any of the fol- lowing items:

(a) Securities under the provisions of Article 2 (1) and (2) of the Securities and Exchange Act;

(b) Bills or bonds issued, sold or brokered by such financial insti- tutions as prescribed by the Presidential Decree; and (c) What is prescribed by the Presidential Decree from among secu- rities denominated in foreign currency under the Foreign Exchange Transactions Act; and

8. The term "assets contracted for corporate restructuring" means assets falling under any of the following items:

(a) Securities, etc. issued by any company contracted for corporate restructuring and held by creditor financial institutions, and se- curity rights related thereto; and

(b) Claims on credits, financial claims and security rights related thereto held by creditor financial institutions to a company con- tracted for corporate restructuring, which have entered into a con- tract with such company for improving its business performance. CHAPTER CORPORATE RESTRUC-

TURING INVESTMENT

COMPANY

SECTION 1 Incorporation and Registration

Article 3 (Incorporation Method and Duration)

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(1) Every corporate restructuring investment company shall be incor- porated by promoters.

(2) The duration of any corporate restructuring investment company shall not be more than 5 years. Where the need exists for extending such du- ration and a resolution to that effect is adopted at a general meeting of stockholders of such corporate restructuring investment company, the duration may be extended within the limit of one year. Article 4 (Promoters)

(1) Promoters of a corporate restructuring investment company shall not be less than 3 persons, but not less than 2 persons from creditor finan- cial institutions shall be included in such promoters. (2) A person falling under any of the following subparagraphs shall be prohibited from becoming a promoter:

1. A minor, a person of incompetence or a person of quasi-incompetence;

2. A person who was declared bankrupt and has not yet been reinstated;

3. A person who has been sentenced to imprisonment without prison labor or a heavier punishment or to a fine or a heavier punishment under this Act or such other finance-related Acts and subordinate statutes as prescribed by the Presidential Decree (including foreign Acts and subordinate statutes corresponding thereto; hereinafter the same shall apply) and for whom five years have yet to elapse from the date on which the execution of the sentence was terminated (including the case where the execution of the sentence is deemed to have been terminated) or exempted;

4. A person who is in a stay period after having been sentenced to a stay of the execution of imprisonment without prison labor or a heav- ier punishment;

5. A person who worked as an officer or an employee of a corporation or a company whose business license, authorization or registration, etc. was revoked in accordance with this Act or such other finance- related Acts and subordinate statutes as prescribed by the Presiden- tial Decree (limited to any person, prescribed by the Presidential De- cree, who was directly or correspondingly responsible for the cause of revocation) and for whom 5 years have yet to elapse from the date of revocation; and

6. A person who was dismissed or removed from office for a violation of CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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this Act or such other finance-related Acts and subordinate statutes as prescribed by the Presidential Decree and for whom 5 years have yet to elapse from the date of such dismissal or removal. Article 5 (Articles of Incorporation)

Promoters who intend to incorporate a corporate restructuring invest- ment company shall prepare the articles of incorporation listing matters falling under each of the following subparagraphs and subscribe their names and affix their seals to or sign the articles of incorporation:

1. Objective;

2. Firm name;

3. Total number of stocks to be issued;

4. Total number of stocks to be issued at the time of incorporation and their issue value;

5. Duration;

6. Basic direction toward operating assets;

7. Matters relating to appraisal of assets;

8. Matters relating to distribution of profits;

9. Location of company;

10. Method of publication;

11. Standards for remunerations for directors and an auditor;

12. Outline of a contract on entrustment of assets operation which the corporate restructuring investment company intends to enter into with an assets management company (including standards for re- munerations to be paid to such assets management company); and

13. Outline of a contract on entrustment of custody business which the corporate restructuring investment company intends to enter into with an assets custody company.

Article 6 (Incorporation Registration)

(1) The incorporation registration of any corporate restructuring in- vestment company shall be made within two weeks from the date on which procedures as prescribed in Articles 299 and 300 of the Commer- cial Act were completed.

(2) Matters to be entered in the incorporation registration made in accordance with paragraph (1) shall be as follows:

1. Matters of subparagraphs 1 through 5, 9, and 10 of Article 5;

2. If the articles of incorporation stipulate the cause of dissolution, de- CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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tails thereof;

3. Names and resident registration numbers of directors and an auditor; and

4. Names and domiciles of transfer agents. (3) Where the incorporation registration is made in accordance with paragraph (1), documents prescribed by the Presidential Decree shall be appended.

Article 7 (Organization, etc.)

(1) Every corporate restructuring investment company shall be prohib- ited from setting up any office of business except for its principal office and hiring any employee or standing officer to work for such office of business.

(2) Every corporate restructuring investment company shall be subject to the application of the Commercial Act, except as specially provided for in this Act.

Article 8 (Registration of Corporate Restructuring Investment Company) (1) Any corporate restructuring investment company shall, when it in- tends to run the business of each subparagraph of Article 11, register matters falling under each of the following subparagraphs with the Fi- nancial Supervisory Commission:

1. Matters of subparagraphs 1 through 8 of Article 5;

2. Names and resident registration numbers of directors and an auditor;

3. A name of an assets management company and outline of a contract on entrustment of assets operation;

4. A name of an assets custody company and a name of a company en- trusted with general administrative affairs; and

5. If the articles of incorporation stipulate the cause of dissolution, de- tails thereof.

(2) Any corporate restructuring investment company shall, when it in- tends to make registration in accordance with paragraph (1), file with the Financial Supervisory Commission an application for registration, appended by documents falling under each of the following subpara- graphs:

1. The articles of incorporation;

2. A certified copy of corporation register book;

3. Documents attesting the payment of shares; and CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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4. Copies of contracts on entrustment of business entered into with an assets management company, an assets custody company and a com- pany entrusted with general administrative affairs. Article 9 (Requirements for Corporate Restructuring Investment Com- pany to Register)

(1) Any corporate restructuring investment company that intends to make registration in accordance with Article 8 (1) shall meet requirements falling under each of the following subparagraphs:

1. It is required to be a stock company set up under this Act;

2. The capital is required not to be less than 500 million won, the amount of which is not less than what is prescribed by the Presidential De- cree, at the time that registration is filed;

3. Directors and auditors are required not to fall under disqualifications described in Articles 4 (2) and 17 (2);

4. An assets management company, with which the corporate restruc- turing investment company has entered into a contract on entrust- ment of assets operation, is required to be a person consistent with Article 42 and not in a period of business suspension;

5. Contents of registration application documents are required not to be in contravention of this Act or orders issued by this Act; and

6. Registration application documents are required not to have false entries or omit the entry of the important fact.

(2) The Financial Supervisory Commission shall, when any corporate restructuring investment company, which has filed a registration appli- cation, is found to meet the registration requirements referred to in par- agraph (1), enter its registration in the register book and promptly serve a notice thereof on such corporate restructuring investment company. (3) The Financial Supervisory Commission may, where any corporate restructuring investment company, which has filed a registration ap- plication, is found not to meet the registration requirements referred to in paragraph (1), deny its registration and where documents appended by the registration application are found to be insufficient, ask the ap- plicant to supplement such documents for a fixed period. In this case, the Financial Supervisory Commission shall promptly notify in writing the applicant, expressly giving reasons thereof.

(4) The Financial Supervisory Commission shall offer the register book CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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of corporate restructuring investment companies, etc. for public perusal. Article 10 (Alteration Registration)

(1) Any corporate restructuring investment company shall, where there is any change in matters registered under Article 8 (1), register such change with the Financial Supervisory Commission within 2 weeks from the date on which such change was found: Provided, That the same shall not apply to a change in minor matters prescribed by the Financial Supervisory Commission.

(2) The provisions of Article 9 (2) and (3) shall apply mutatis mutandis to the registration of any changed matters under paragraph (1). Article 11 (Scope of Business of Corporate Restructuring Investment Company)

Any corporate restructuring investment company shall be prohibited from running any business except for the business falling under each of the following subparagraphs:

1. Management, operation and disposal of assets owned by such a cor- porate restructuring investment company;

2. Borrowing of funds and issue of bonds under Article 20;

3. Conclusion of contracts, etc. necessary to perform the business of subparagraphs 1 and 2;

4. Business incidental to the business of subparagraphs 1 through 3; and

5. Other business, prescribed by the Presidential Decree, necessary to perform the business of normalizing the management of companies contracted for corporate restructuring.

SECTION 2 Directors and Auditors

Article 12 (Qualifications of Director)

Any person falling under each of the following subparagraphs shall be disqualified from becoming a director:

1. A person who falls under any subparagraph of Article 4 (2);

2. A person who holds not less than 1/100 of the total number of stocks issued by an assets management company (hereinafter referred to as a "major stockholder") and the specially related person prescribed by the Presidential Decree; and

3. A person who has continued to be remunerated by an assets man- CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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agement company.

Article 13 (Duties of Director)

(1) Any director shall, when he intends to perform the business relating to matters falling under any of the following subparagraphs, go through a resolution of the board of directors:

1. Conclusion of contracts on the entrustment of business with an assets management company, an assets custody company and a company entrusted with general administrative affairs, and on changes thereof;

2. Payments of remunerations accruing from assets management, com- missions accruing from custody of assets and expenses sustained in the course of management or custody of assets;

3. Matters relating to issue of bonds and borrowing of funds; and

4. Other matters, prescribed by the articles of incorporation, which are recognized as important to operations of a corporate restructuring investment company.

(2) Any director shall report performance of his duties not less than once every 3 months to the board of directors.

Article 14 (Calling of Board of Directors)

Any director shall, when he intends to call a meeting of the board of di- rectors, serve a notice thereof on each of directors and an auditor at least 3 days prior to the date on which such meeting is held. Article 15 (Duties of Board of Directors)

(1) Any assets management company entrusted by a corporate restruc- turing investment company with the business of managing, operating and disposing of its assets shall report details of the operations of assets, etc. every 6 months to the board of directors of such corporate restruc- turing investment company.

(2) The board of directors shall examine details of the operations of as- sets reported under paragraph (1) and report the results not less than once every year to the general meeting of stockholders. Article 16 (Written Resolution)

(1) Directors may adopt a written resolution without attendance of a meeting of the board of directors.

(2) Any director who intends to call a meeting of the board of directors shall, when he serves a notice thereof on each of the other directors, fur- nish a document necessary for such written resolution to each of such CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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other directors.

(3) The director who intends to effect the written resolution shall fur- nish the document describing contents of such written resolution under paragraph (2) to the board of directors by the date preceding the date on which the board of directors holds a meeting.

(4) The number of directors making a written resolution shall be added to the number of directors attending a meeting of the board of directors. (5) Necessary matters relating to the written resolution, except for what is prescribed in paragraphs (1) through (4), shall be prescribed by the Presidential Decree.

Article 17 (Qualifications of Auditor)

(1) Any auditor shall be a certified public accountant affiliated with an accounting corporation set up under the Certified Public Accountant Act. (2) A person falling under any of the following subparagraphs shall be disqualified from becoming an auditor:

1. A person who falls under any subparagraph of Article 4 (2);

2. A person who is affiliated with an accounting corporation which is restricted in conducting any audit in connection with the correspond- ing corporate restructuring investment company under Article 21 of the Certified Public Accountant Act and in performing its business under Article 33 of the same Act;

3. A person who is in a period of suspension of his business;

4. A person who is affiliated with an accounting corporation which is in a period of suspension of business; and

5. A person who has continued to receive remuneration from such a per- son as falling under any of the following items in connection with other business than the business of a certified public accountant, and his spouse:

(a) A major stockholder of the corresponding corporate restructuring investment company;

(b) A director of the corresponding corporate restructuring invest- ment company; and

(c) An assets management company, an assets custody company or a company entrusted with general administrative affairs which is trusted with the business of the corresponding corporate re- structuring investment company.

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Article 18 (Duties of Auditor)

(1) Any auditor may, when he deems it necessary to perform his duties, ask any assets management company, any assets custody company or any company entrusted with general administrative affairs, which is entrusted with the business of his corporate restructuring investment company, to make a report related to the account of the business of such corporate restructuring investment company.

(2) Any person shall, upon receiving the request referred to in para- graph (1), shall comply with such request unless special reasons exist that make it impossible for him to do so.

(3) Any auditor shall, when he discovers that any director is feared to violate Acts and subordinate statutes or the articles of incorporation or cause significant damage to his corporate restructuring investment com- pany in connection with the performance of his duties, make a report thereof to the board of directors.

SECTION 3 Business

Article 19 (Scope of Assets Operation)

(1) Any corporate restructuring investment company shall operate its assets in a manner consistent with what falls under each of the following subparagraphs:

1. Trading of securities, etc. issued by companies contracted for cor- porate restructuring, security rights thereon and other rights;

2. Trading of claims on credits, security rights thereon and other rights held by creditor financial institutions to companies contracted for corporate restructuring;

3. Loaning funds and giving payment guarantees to companies con- tracted for corporate restructuring within the limit of not exceeding the total amount of assets; and

4. Deposits made at financial institutions prescribed by the Presiden- tial Decree.

(2) Any corporate restructuring investment company shall operate the amount of not less than the ratio prescribed by the Presidential Decree in excess of 40/100 of the total amount of its assets in a manner as pre- scribed in paragraph (1) 1 through 3.

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(3) Any creditor financial institution shall, where it intends to invest in kind or transfer assets contracted for corporate restructuring in or to any corporate restructuring investment company, file without any delay a registration thereof with the Financial Supervisory Commission under the conditions as prescribed by the Presidential Decree. (4) Where any creditor financial institution invests in kind or transfers assets contracted for corporate restructuring in or to any corporate restructuring investment company under paragraph (3), the provisions of Articles 7, 7-2, and 8 of the Asset-Backed Securitization Act shall apply mutatis mutandis to the requirements for setting up against the cession of obligations and the time for acquiring mortgages. Article 20 (Borrowing of Funds and Issue of Bonds) (1) Any corporate restructuring investment company may borrow funds within the limit of not exceeding twice its equity capital. (2) Any corporate restructuring investment company may issue bonds within the limit of not exceeding 10 times the total amount of its capital and reserve, notwithstanding Article 470 of the Commercial Act. (3) In computing the limit of issuing bonds under paragraph (2), the bonds issued by a corporate restructuring investment company to pay for assets contracted for corporate restructuring, which are transferred by creditor financial institutions to such corporate restructuring in- vestment company, shall not be included in the amount of bonds issued by the corporate restructuring investment company. (4) Matters necessary for the methods of borrowing funds and issuing bonds, etc. under paragraphs (1) and (2) shall be determined by the Presidential Decree.

Article 21 (Limitation Placed on Transactions)

Any corporate restructuring investment company shall be prohibited from effecting transactions referred to in any subparagraph of Article 19 (1) with a person falling under any of the following subparagraphs: Provided, That the same shall not apply to any transactions which are effected for normalizing the management of companies contracted for corporate restructuring and prescribed by the Presidential Decree:

1. A director of the corporate restructuring investment company con- cerned;

2. An assets management company entrusted with the business of man- CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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aging assets of the corporate restructuring investment company con- cerned; and

3. A major stockholder of an assets management company. Article 22 (Special Case for Investment Limitation Placed on Creditor Financial Institution)

(1) Where any creditor financial institution invests in any corporate restructuring investment company, the limitation placed on investment in capital, the limitation placed on the operation of property and the limitation placed on investment in accordance with the provisions of Acts falling under any of the following subparagraphs shall not apply to such investment:

1. Article 37 (1) and (2) of the Banking Act;

2. Articles 106, 108 and 109 of the Insurance Business Act;

3. Article 17 of the Merchant Banks Act; and

4. Other Acts prescribed by the Presidential Decree. (2) Where a corporate restructuring investment company falls under a subsidiary of a financial institution (hereafter in this paragraph referred to as the "financial institution") under Article 2 (1) 2 of the Banking Act, in computing the limitation placed on credits extended to such subsidiary under Article 37 (3) of the same Act, such a corporate re- structuring investment company shall not be deemed a subsidiary of the financial institution.

Article 23 (Special Case for Holding Company)

The provisions of Article 8-2 (1) 1 and 2 and (2) of the Monopoly Reg- ulation and Fair Trade Act shall not apply to any corporate restructuring investment company.

SECTION 4 Computation

Article 24 (Preparation of Closing Statements)

(1) Directors shall prepare documents falling under each of the following subparagraphs and supplementary statements (hereinafter referred to as "closing statements") every settling term and obtain approval thereof from the board of directors:

1. The balance sheet;

2. The statement of profit and loss; and CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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3. A report on the operation of assets. (2) Directors shall submit the closing statements to the auditor at least three weeks prior to the date on which a general meeting of stockholders is held.

(3) Matters to be entered in the closing statements shall be determined by the Financial Supervisory Commission.

(4) Standards for accounting applied to every corporate restructuring investment company shall be determined by the Financial Supervisory Commission.

(5) The Financial Supervisory Commission may entrust the work under paragraph (4) to a civilian corporation or an organization, both special- izing in such work, in accordance with the provisions of the Presidential Decree.

Article 25 (Audit Report)

(1) An auditor shall prepare an audit report within 2 weeks from the date on which he received the closing statements in accordance with Ar- ticle 24 (2) and then submit such audit report to directors. (2) Matters to be entered in the audit report shall be determined by the Presidential Decree.

Article 26 (Approval of Closing Statements, etc.) (1) Directors shall put the closing statements on the agenda of a gen- eral meeting of stockholders and obtain approval therefrom. In this case, the audit report under Article 25 (1) shall also be submitted to the gen- eral meeting of stockholders.

(2) Directors shall, when they obtain the approval from the general meeting of stockholders under paragraph (1), furnish without any delay the closing statements and the audit report to the Financial Supervi- sory Commission, and publish the balance sheet and the audit report. Article 27 (Keeping and Publication of Closing Statements, etc.) (1) Directors shall keep documents falling under each of the following subparagraphs at the principal office:

1. Closing statements;

2. Audit reports;

3. The articles of incorporation;

4. Minutes of general meetings of stockholders; CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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5. The register of stockholders; and

6. Minutes of meetings of the board of directors. (2) Stockholders and creditors may peruse documents kept in accordance with paragraph (1) at any time during business hours and apply for de- livery of certified or abridged copies of such documents. SECTION 5 Dissolution and Liquidation

Article 28 (Cause of Dissolution)

Any corporate restructuring investment company shall be dissolved on the grounds falling under any of the following subparagraphs:

1. The expiration of the duration prescribed by the articles of incor- poration and the accruement of other causes for dissolution;

2. A resolution adopted at a general meeting of stockholders with re- spect to dissolution;

3. Merger;

4. Bankruptcy;

5. An order issued or a ruling handed down by the court with respect to dissolution;

6. The rejection of registration under Article 9 (3); and

7. The cancellation of registration under Article 53 (4) or 54. Article 29 (Dissolution Report)

Where a corporate restructuring investment company is dissolved, a re- ceiver in bankruptcy or a liquidator in charge shall report the fact to the Financial Supervisory Commission within 30 days from the date of dissolution.

Article 30 (Liquidator)

(1) Any corporate restructuring investment company shall, where it is dissolved (excluding the case where a corporate restructuring invest- ment company is dissolved on the grounds of subparagraphs 3 and 4 of Article 28), appoint a liquidator.

(2) Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 1 or 2 of Article 28, a director shall be a liquidator: Provided, That the same shall not apply to the case where the articles of incorporation or a general meeting of stockholders deter- mines otherwise.

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(3) Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 5 of Article 28 or liquidated in accordance with Article 193 (1) of the Commercial Act, the Financial Supervisory Commission shall, upon receiving a request from interested persons, ap- point a liquidator.

(4) Where a corporate restructuring investment company is dissolved on the grounds of subparagraph 6 or 7 of Article 28, the Financial Su- pervisory Commission shall appoint a liquidator ex officio. (5) Any liquidator, when he is appointed under paragraph (2), may be remunerated as determined by the articles of incorporation or by a general meeting of stockholders and when he is appointed under paragraphs (3) and (4), may be remunerated by the corporate restructuring investment company as determined by the Financial Supervisory Commission. Article 31 (Report of Liquidator)

Any liquidator shall report matters falling under each of the following subparagraphs to the Financial Supervisory Commission within 2 weeks from the date of appointment:

1. Cause of dissolution and its date; and

2. Name, resident registration number and domicile of liquidator. Article 32 (Dismissal of Liquidator)

The Financial Supervisory Commission may, when any liquidator is deemed to be considerably inappropriate for performing his duties or to have grossly violated Acts and subordinate statutes, dismiss him ex officio or upon a request from interested persons. In this case, the Financial Su- pervisory Commission may appoint a new liquidator ex officio. Article 33 (Survey of Current Assets)

(1) Any liquidator shall promptly survey current assets of the company in question after assuming his office and prepare a list of property and the balance sheet under the conditions as prescribed by the Presidential Decree, and then submit them to the auditor.

(2) The auditor shall submit an audit report to the liquidator within 2 weeks from the date on which he received the list of property and the balance sheet under paragraph (1).

(3) Matters to be entered in the audit report of paragraph (2) shall be determined by the Presidential Decree.

Article 34 (Approval of Property List, etc.)

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(1) Any liquidator shall submit the list of property and the balance sheet prepared in accordance with Article 33 (1) to a general meeting of stockholders, seeking approval therof. In this case, he shall also sub- mit the audit report described in Article 33 (2). (2) The liquidator shall promptly furnish certified copies of the list of property and the balance sheet approved under paragraph (1) to the Financial Supervisory Commission.

(3) The liquidator shall keep the list of property and the balance sheet for which approval is given at a general meeting of stockholders under paragraph (1) in the corporate restructuring investment company con- cerned by the time that the liquidation is terminated and furnish such documents to an assets management company to keep them in its office of business (limited to the case where such assets management com- pany has a domestic office of business).

Article 35 (Report on Matters of Violation by Liquidator) The auditor shall, when he discovers that a liquidator is feared to vio- late Acts and subordinate statutes or the articles of incorporation or to cause significant damage to the corporate restructuring investment com- pany concerned in connection with the performance of his duties, make a report thereof to a general meeting of stockholders. Article 36 (Notice to Creditors)

Any liquidator shall notify, in a manner of publication, not less than twice, the creditors of the corporate restructuring investment company concerned that they are required to report their credits within a certain period and such credits are excluded from liquidation if they fail to make such report within the period, within one month from the date on which he was appointed. In this case, the reporting period shall not be less than one month.

Article 37 (Termination of Liquidation)

(1) Any liquidator shall, when his liquidation affairs are terminated, promptly prepare a report on the settlement of accounts and obtain ap- proval thereof from a general meeting of stockholders. In this case, he shall also submit an audit report compiled by the auditor with respect to the report on the settlement of accounts.

(2) The liquidator shall, when the approval of paragraph (1) is given, publish the report on the settlement of accounts and the audit report. CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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and submit certified copies of such documents to the Financial Super- visory Commission.

Article 38 (Order Given to Supervise Liquidation) The Financial Supervisory Commission may, when it is deemed neces- sary to liquidate a corporate restructuring investment company, order the corporate restructuring investment company concerned, an assets management company, an assets custody company, or a company en- trusted with general administrative affairs to deposit its property and to take necessary measures for liquidation administrative affairs. Article 39 (Special Case for Registration of Liquidator) (1) Where a corporate restructuring investment company is dissolved, matters falling under each of the following subparagraphs shall be reg- istered within 2 weeks from the date of dissolution if a director becomes a liquidator and within 2 weeks from the date of appointment if a liq- uidator is appointed:

1. Name and resident registration number of the liquidator (in the case of a representative liquidator, his domicile shall be included); and

2. When it is prescribed that a representative liquidator is appointed from among liquidators or several liquidators jointly represent a corporate restructuring investment company, the purpose thereof. (2) Where any registration is made under paragraph (1), documents prescribed by the Presidential Decree shall be appended. Article 40 (Commissioned Registration of Financial Supervisory Com- mission)

(1) The Financial Supervisory Commission shall, in the following cases, commission the corresponding registration to a registry office having jurisdiction over the location of the corporate restructuring investment company concerned:

1. Where a corporate restructuring investment company is dissolved on the grounds described in subparagraph 6 or 7 of Article 28; and

2. Where the Financial Supervisory Commission dismisses a liquidator ex officio.

(2) The Financial Supervisory Commission shall, when it intends to com- mission the registration under paragraph (1), append a document at- testing the cause of such registration.

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CHAPTER ASSETS MANAGEMENT

COMPANY, ETC.

SECTION 1 Assets Management Company

Article 41 (Entrustment of Business of Operating Assets) (1) Any corporate restructuring investment company shall entrust the business of managing, operating and disposing of its assets to an as- sets management company.

(2) Approval shall be obtained from a general meeting of stockholders with respect to a contract on the entrustment referred to in paragraph (1) (excluding any contract that is entered into at the time of incorporation). (3) The board of directors may, where there is a matter of urgency or there is no time to obtain approval from a general meeting of stockholders, enter into a contract, by its resolution, with respect to the entrustment referred to in paragraph (1) notwithstanding the provisions of para- graph (2). In this case, approval thereof shall be obtained from a general meeting of stockholders within 3 months from the date on which such contract was entered into, and where it fails to obtain such approval from a general meeting of stockholders, the conclusion of such contract shall lose its effect in the future.

Article 42 (Registration of Assets Management Company) (1) Any person who intends to do the business of managing, operating and disposing of assets of a corporate restructuring investment company on the entrustment of such company shall register such business with the Financial Supervisory Commission.

(2) Any person who intends to register the business in accordance with paragraph (1) shall meet requirements falling under each of the following subparagraphs:

1. He is required to be a stock company set up under the Commercial Act;

2. His capital is required not to be less than 500 million won, the amount of which is not less than the amount prescribed by the Presidential Decree;

3. His officers are required not to fall under the disqualifications re- ferred to in any subparagraph of Article 4 (2);

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4. Of his standing officers and employees, assets operation specialists are required to be included in accordance with the standards pre- scribed by Presidential Decree and their number is required not to be less than the number prescribed by Presidential Decree; and

5. He is required to have the financial soundness and what is pre- scribed by Presidential Decree to soundly manage assets of a corporate restructuring investment company.

(3) Any foreign assets management company (referring to a person who has run the corporate restructuring business or the assets operation busi- ness in a foreign country pursuant to Acts and subordinate statutes of such country: hereinafter the same shall apply) shall, where it intends to open its branch office or other business office in the Republic of Korea in order to run the business of an assets management company, file a registration with the Financial Supervisory Commission under the con- ditions as prescribed by Presidential Decree.

(4) Any branch office or any business office that is registered in accor- dance with paragraph (3) shall be deemed an assets management com- pany described in this Act.

(5) Any foreign assets management company which meets the requirements of paragraph (2) 2 through 5, may immediately run the business of an assets management company locally without setting up its branch office or its business office in the Republic of Korea.

(6) Necessary matters for any foreign assets management company to get itself entrusted with the business of operating the assets of a cor- porate restructuring investment company under paragraph (5) shall be determined by Presidential Decree.

(7) Where a specialized restructuring company, which has registered its business with the Minister of Knowledge Economy in accordance with Article 14 of the Industrial Development Act, meets the requirements of paragraph (2) 3 through 5, such company shall be deemed to meet the registration requirements of paragraph (2). Article 43 (Limitation Placed on Running Other Business by Assets Man- agement Company, etc.)

(1) Any assets management company shall be prohibited from running other business except for the case where it is granted approval under this CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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Act, other Acts and subordinate statutes or by the Financial Supervi- sory Commission.

(2) Any standing officer working for an assets management company shall be prohibited from working for another company as an officer or an em- ployee or running other business: Provided, That the same shall not apply to the case falling under any of the following subparagraphs:

1. Where he becomes an officer or an employee of a company contracted for corporate restructuring invested by a corporate restructuring in- vestment company after obtaining approval from the board of direc- tors of such corporate restructuring investment company; and

2. Where he obtains approval from the Financial Supervisory Com- mission.

Article 44 (Standing Rule for Acts Performed by Assets Management Com- pany)

(1) Any assets management company shall faithfully conduct its busi- ness with the care of a good manager in accordance with Acts and sub- ordinate statutes and its assets operation entrustment contracts. (2) Any assets management company shall be prohibited from getting any person who is not an assets operation specialist under Article 42 (2) 4 to conduct the business related directly to the operations of assets entrusted by a corporate restructuring investment company. (3) Any assets management company shall be prohibited from utilizing the assets entrusted by a corporate restructuring investment company, and from performing the act of utilizing undisclosed information that it has learned in the course of managing, operating and disposing of the assets for the interest of himself or third persons. Article 45 (Prohibition on Utilizing Undisclosed Assets Information) Officers of a corporate restructuring investment company and officers and employees of an assets management company that manages assets of such a corporate restructuring investment company shall be prohibited from utilizing undisclosed information pertaining to the assets of such a corporate restructuring investment company to perform the act of trading securities, etc. or allowing other person to utilize such undisclosed in- formation.

Article 46 (Responsibility of Assets Management Company, etc.) (1) Any assets management company shall, when it causes damage to CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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a corporate restructuring investment company by neglecting its business, which has entrusted the former with the business of managing, operating and disposing of its assets, be held responsible for compensating for such damage to the corporate restructuring investment company. (2) Where any assets management company is held responsible for com- pensating for damage to a corporate restructuring investment company or third persons, the directors, auditor, assets management company or company entrusted with general administrative affairs concerned, if found responsible, shall be jointly held responsible for compensating for such damage.

Article 47 (Management of Entrusted Assets, etc.) (1) Any assets management company shall manage assets entrusted in accordance with Article 41 (1) separately from its inherent property. (2) Where an assets management company goes bankrupt, no bankrupt's estate of such an assets management company shall be organized for as- sets entrusted under Article 41 (1) (including property right on money, etc. accruing from managing, operating and disposing of entrusted as- sets) and a corporate restructuring investment company involved may ask such an assets management company or receivers in bankruptcy to transfer assets it has entrusted to such assets management company. Article 48 (Termination of Assets Operation Entrustment Contract) (1) Any corporate restructuring investment company shall, where it in- tends to terminate an assets operation entrustment contract it has en- tered into with an assets management company, obtain approval thereof from a general meeting of stockholders.

(2) Any corporate restructuring investment company may, when a clear violation of the business duties by an assets management company, if an assets operation entrustment contract is not urgently terminated, is feared to cause enormous damage to such a corporate restructuring in- vestment company, terminate such contract with a resolution of the board of directors notwithstanding paragraph (1), select other assets man- agement company and enter into an assets management entrustment contract with such company. In this case, it shall without delay report to a general meeting of stockholders on the termination of the old con- tract and the conclusion of the new contract.

(3) Directors of any corporate restructuring investment company may, CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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where an assets management company which their company has entrusted with the business of managing, operating and disposing of its assets is judged to be difficult to conduct such business, in whole or in part, on the grounds of the business suspension, dissolution and other grounds corresponding to them, terminate the assets management entrustment contract entered into with such a company and select other assets man- agement company and enter into an assets management entrustment contract with such company. In this case, such directors shall promptly obtain approval from a general meeting of stockholders with respect to the termination of the old contract or the conclusion of the new contract, and if such directors fail to get approval from a general meeting of stockholders, the termination of the old contract and the conclusion of the new contract shall lose its effect in the future. Article 49 (Conduct of Business of Collecting Claims) Any assets management company may conduct the business of collecting claims with respect to the management, operation and disposal of the assets which are entrusted by a corporate restructuring investment com- pany under subparagraph 3 of Article 6 of the Use and Protection of Credit Information Act, notwithstanding the provisons of Article 4 of the same Act.

S E C T I O N 2 A s s e t s C u s t o d y C o m p a n y a n d C o m p a n y E n t r u s t e d w i t h G e n e r a l Administrative Affairs

Article 50 (Entrustment of Business of Having Custody of Assets, etc.) (1) Any corporate restructuring investment company shall entrust any assets custody company with the business of having the custody of its assets and other related business.

(2) Every assets custody company shall be a trust company incorporated in accordance with the Trust Business Act or a financial institution that runs the trust business.

(3) Any corporate restructuring investment company shall obtain ap- proval from a general meeting of stockholders with respect to any con- tract on the entrustment referred to in paragraph (1) (excluding any contract entered at the time of incorporation).

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(4) The provisions of Article 41 (3) shall apply mutatis mutandis to the conclusion of a contract on the entrustment referred to in paragraph (1). Article 51 (Business of Having Custody of Assets) (1) Every assets custody company shall faithfully conduct its business with the care of a good manager for any corporate restructuring invest- ment company in accordance with Acts and subordinate statutes and the assets custody entrustment contract.

(2) Any assets custody company shall be prohibited from effecting trans- actions, falling under any subparagraph of Article 19 (1), of assets en- trusted by a corporate restructuring investment company as its inherent assets, utilizing undisclosed information that it has learned in the course of conducting the business of having the custody of such assets. (3) Any assets custody company shall manage assets entrusted by a cor- porate restructuring investment company separately from its inherent assets and other assets, the custody of which is entrusted by third per- sons.

(4) Any assets custody company shall deposit securities under Article 2 (1) and (2) of the Securities and Exchange Act, from among assets, the custody of which is entrusted under paragraph (1), at the Korea Securities Depository established in accordance with Article 173 of the Securities and Exchange Act under the conditions as prescribed by the Presidential Decree.

(5) The provisions of Article 46 shall apply mutatis mutandis to the responsibility of every assets custody company.

Article 52 (Entrustment, etc. of General Administrative Affairs) (1) Every corporate restructuring investment company shall entrust the administrative affairs falling under each of the following subparagraphs to any company entrusted with general administrative affairs:

1. Administrative affairs concerning the effectuation of the entry of a change in holders of issued stocks;

2. Administrative affairs concerning the issue of stocks;

3. Administrative affairs concerning the operation of the corporate re- structuring investment company concerned;

4. Administrative affairs concerning computation; and

5. Other administrative affairs prescribed by the Presidential Decree. (2) A company entrusted with general administrative affairs shall be a CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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creditor financial institution.

(3) The provisions of Article 46 shall apply mutatis mutandis to the responsibility of every company entrusted with administrative affairs. CHAPTER SUPERVISION

Article 53 (Supervision and Audit, etc.)

(1) The Financial Supervisory Commission may, when it is deemed nec- essary to enhance the public interest and normalize the management of companies contracted for corporate restructuring, ask any corporate restructuring investment company, any assets management company, any assets custody company or any company entrusted with general admin- istrative affairs to furnish data pertaining to the businesses conducted under this Act or make reports.

(2) The Governor of the Financial Supervisory Service established in accordance with the Act on the Establishment, etc. of Financial Super- visory Organizations (hereinafter referred to as the "Governor of the Financial Supervisory Service") may get his public officials to audit assets and business of any corporate restructuring investment company, any assets management company, any assets custody company and any com- pany entrusted with general administrative affairs. (3) Public officials assigned to conduct the audit under paragraph (2) shall carry certificates showing their authority and produce them to per- sons concerned.

(4) The Governor of the Financial Supervisory Service shall, when he conducts the audit under paragraph (2), report the results thereof to the Financial Supervisory Commission, and the Financial Supervisory Commission may, when this Act or any orders issued or dispositions taken under this Act are found to have been violated, take measures falling under each of the following subparagraphs against any corporate re- structuring investment company, any assets management company, any assets custody company or any company entrusted with general ad- ministrative affairs:

1. Cancellation of registration;

2. Suspension of the business in whole or in part;

3. Demand for the dismissal of officers involved; and CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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4. Measures, prescribed by the Presidential Decree, which are neces- sary to correct matters of violation.

Article 54 (Cancellation of Registration of Corporate Restructuring In- vestment Company)

The Financial Supervisory Commission may, where any corporate re- structuring investment company falls under any case of the following subparagraphs, cancel its registration made under Article 8:

1. Where the company is dissolved;

2. Where the company has gotten itself registered in a fraudulent or other unlawful manner under Article 8; and

3. Where the company has become unable to meet the registration re- quirements under Article 9 (1) 1, 3 or 4.

Article 55 (Cancellation of Registration of Assets Management Company) The Financial Supervisory Commission may, where any assets man- agement company falls under any case of the following subparagraphs, cancel its registration made under Article 42 or suspend its business for a fixed period of not more than 6 months:

1. Where the company is dissolved;

2. Where the company has gotten itself registered in a fraudulent or other unlawful manner under Article 42 (1) or (3);

3. Where the company has become unable to meet the registration requirements under Article 42 (2) 1 through 4;

4. Where the company has continued to fail to meet the requirements for the financial soundness under Article 42 (2) 5 for one year; and

5. Where the company fails to commence its business prior to the lapse of 6 months from the date of registration.

CHAPTER SUPPLEMENTARY PROVISIONS

Article 56 (Hearings)

The Financial Supervisory Commission shall, when it intends to take a disposition falling under any of the following subparagraphs, hold hearings:

1. Cancellation of registration under Article 53 (4);

2. Cancellation of registration of a corporate restructuring investment company under Article 54; and

3. Cancellation of registration of an assets management company under CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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Article 55.

Article 57 (Special Case for Accounting Method of Creditor Financial In- stitution)

The Financial Supervisory Commission may set separate accounting stan- dards for accounting investments, stocks and credits, which are made, transferred and extended by creditor financial institutions in or to a corporate restructuring investment company notwithstanding the ac- counting standards under Article 13 of the Act on External Audit of Stock Companies.

Article 58 (Request for Appointing Inspector, Survey and Report, etc.) In applying the provisions of Articles 298 through 300, 325 and 422 of the Commercial Act to the appointment of inspectors, the certificate on investment in kind and the responsibility of inspectors for compensating for damages for inspecting the incorporation of a corporate restructuring investment company, the "court" in the same Articles shall be deemed the "Financial Supervisory Commission".

Article 59 (Prohibition on Use of Similar Name)

Any person who is not a corporate restructuring investment company incorporated in accordance with this Act shall be prohibited from using the name of a corporate restructuring investment company or a similar name.

Article 60 (Relation with Other Acts)

(1) In applying the Commercial Act to any corporate restructuring in- vestment company, the "court" in Articles 259 (4), 417 (1), (3) and (4), 439 (3), 467 (1) through (3), 536 (2), 539 (1) and (2), and 541 (2) of the Commercial Act shall be deemed the "Financial Supervisory Com- mission" and the "public prosecutor" in Article 176 (1) and (2) of the same Act shall be deemed the "Financial Supervisory Commission". (2) The provisions of Articles 19, 289 (2), 335, 335-2 through 335-7, and 415-2 of the Commercial Act shall not apply to any corporate re- structuring investment company.

(3) The Financial Holding Company Act shall not apply to any corporate restructuring investment company.

Article 61 (Entrustment of Authority)

The Financial Supervisory Commission may entrust part of its authority under this Act to the Governor of the Financial Supervisory Service under the conditions as prescribed by the Presidential Decree. CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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CHAPTER PENAL PROVISIONS

Article 62 (Penal Provisions)

Any person falling under any of the following subparagraphs shall be punished by imprisonment with prison labor for not more than 5 years or by a fine not exceeding 30 million won:

1. A person who has run the business of any subparagraph of Article 11 without getting his business registered under Article 8 (1);

2. A person who has gotten his business registered under Article 8 (1) in a fraudulent or other unlawful manner;

3. A person who has run the business of an assets management company without getting his business registered under Article 42 (1) or (3);

4. A person who has gotten his business registered under Article 42 (1) or (3) in a fraudulent or other unlawful manner;

5. A person who has sought the interest of himself or a third person in violation of Article 44 (3); and

6. A person who has effected transactions utilizing undisclosed infor- mation in violation of Article 45 or let other person utilize such un- disclosed information.

Article 63 (Penal Provisions)

Any person falling under any of the following subparagraphs shall be punished by imprisonment with prison labor for not more than 3 years or by a fine not exceeding 20 million won:

1. A person who has borrowed funds or issued bonds in violation of Ar- ticle 20 (1) or (2);

2. A person who has effected transactions with directors of a corporate restructuring investment company or an assets management com- pany in violation of Article 21;

3. A person who has failed to deposit property and take measures nec- essary for the liquidation business in violation of Article 38; and

4. A person who has effected transactions in violation of Article 51 (2). Article 64 (Penal Provisions)

Any person falling under any of the following subparagraphs shall be punished by imprisonment with prison labor for not more than one year or by a fine not exceeding 5 million won:

1. A person who has failed to manage entrusted assets separately in CORPORATE RESTRUCTURING INVESTMENT COMPANIES ACT

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violation of Article 51 (3); and

2. A person who has failed to deposit securities at the Korea Securities Depository in violation of Article 51 (4).

Article 65 (Joint Penal Provisions)

If the representative of a corporation, or the agent, the employed or any other employee of a corporation or an individual commits the act of vio- lating Articles 62 through 64 in connection with the business of the corporation or the individual, such corporation or such individual shall be fined in addition to the punishment of the actor. Article 66 (Fine for Negligence)

(1) Any person falling under any of the following subparagraphs shall be punished by a fine for negligence not exceeding 10 million won:

1. A person who has failed to make an alteration registration in vio- lation of Article 10;

2. A person who has failed to submit the closing statements and the audit report in violation of Article 26 (2);

3. A person who has failed to keep the closing statements, etc. in vio- lation of Article 27 (1);

4. A person who has not complied with a request for submitting data and for making a report under Article 53 (1);

5. A person who has rejected, hindered or dodged the audit under Article 53 (2); and

6. A person who has used a similar name in violation of Article 59. (2) The fine for negligence referred to in paragraph (1) shall be imposed and collected by the Financial Supervisory Commission under the con- ditions as prescribed by the Presidential Decree. (3) Any person who is dissatisfied with a disposition taken to impose a fine for negligence on him under paragraph (2) may raise an objection to the Financial Supervisory Commission within 30 days from the date on which he was notified of such disposition.

(4) When a person who is subjected to a disposition taken under para- graph (2) raises an objection under paragraph (3), the Financial Su- pervisory Commission shall promptly notify the competent court, which shall, upon receiving such notice, put the case on trial according to the Non-Contentious Case Litigation Procedure Act.

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(5) When the person does not raise any objection within the period de- scribed in paragraph (3) and fails to pay the fine for negligence, such fine for negligence shall be collected according to the example of a dis- position taken to collect national taxes in arrears. ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on the date of its promulgation: Provided, That the provisions of Article 60 (3) shall enter into force on the date on which the Financial Holding Company Act is enforced. Article 2 (Valid Term)

(1) This Act shall be valid for six years after its promulgation: Provided, That any corporate restructuring investment company incorporated during the valid term shall be subject to the application of this Act for the duration prescribed by the articles of incorporation of such company. (2) In the application of the penal provisions to any unlawful act com- mitted during the period for which this Act is applied, this Act shall be applied even after this Act becomes invalid.

Article 3 Omitted.

ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on the date prescribed by the Presidential Decree within the limit not exceeding two years from the promulgation date of this Act. (Proviso Omitted.) Enforcement date of this Act shall be Mar. 1, 2002 pursuant to Presidential Decree No. 17519, Feb. 25, 2002 Articles 2 through 11 Omitted.

ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force three months after its promulgation. (Pro- viso Omitted.)

Articles 2 through 34 Omitted.

ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force one year after the date of its promulgation. Articles 2 through 6 Omitted.

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ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on the date of its promulgation. (Proviso Omitted.)

Articles 2 through 7 Omitted.