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REGISTRATION OF BONDS AND DEBENTURES ACT

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REGISTRATION OF BONDS AND DEBENTURES ACT

Act No. 2164, Jan. 1, 1970

Amended by Act No. 5453, Dec. 13, 1997

Act No. 5505, Jan. 13, 1998

Act No. 5746, Feb. 5, 1999

Act No. 7761, Dec. 29, 2005

Act No. 8863, Feb. 29, 2008

Article 1 (Purpose)

The purpose of this Act is to contribute to the development of capital market by making it easy to issue bonds and by making sure of the preservation of bondholder`s right.

Article 2 (Definitions)

For the purpose of this Act, the term "bond" means a security listed in the following subparagraphs:

1. A bond issued by a local government;

2. A bond issued by a corporation pursuant to the provisions of special Acts;

3. A corporate debenture;

4. A bond which is designated by the Financial Services Commission from among the bonds issued by foreign governments, foreign public organizations or foreign corporations; and

5. A certificate of deposit. Article 3 (Registration Organization)

The registration of bonds pursuant to this Act shall be handled by a corporation (hereinafter referred to as the "registrar") prescribed by Presidential Decree, which has been registered with the Financial Services Commission . Article 4 (Registration and Cancellation of Bonds) (1) Bond issuers may designate a registrar of the bond concerned. REGISTRATION OF BONDS AND DEBENTURES ACT

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(2) Bondholders, pledgees and other parties interested in the bonds which have been designated pursuant to the provisions of the preceding paragraph may register their individual right with the designated registrar. (3) The registrar shall not reject the registration of rights pursuant to the provisions of preceding paragraph without justifiable reasons. (4) When the registration of bonds has been completed, the registrar shall deliver a certificate of registration as prescribed by the Ordinance of the Prime Minister.

(5) Those who have had their bonds registered may request the registrar for the cancellation thereof at any time: Provided, That it is stipulated not to issue bond certificates in the conditions of issuance of bonds, this shall not apply. Article 5 (Registration of Bonds and Bond Certificates) (1) Bond certificates shall not be issued regarding registered bonds. (2) When the registrar registers bonds for which bond certificates have been already issued, the bond certificates shall be withdrawn. (3) When the registration of bonds has been cancelled, bondholders may request for the issuance of bond certificates as prescribed by Presidential Decree.

Article 6 (Transfer of Registered Bonds)

(1) When registered bonds payable to a bearer have been transferred, have been put to the object of security right or have been entrusted as trust property, no one shall raise an objection against the issuer of the relevant bonds or against a third party if it is not registered. (2) When registered bonds payable to a bearer have been transferred, have been put to the object of security right or have been entrusted as trust property, no one shall raise an objection against the issuer of the relevant bonds or against a third party if it is not registered and the purport thereof is entered in the bond register which is kept by the issuer. Article 7 (Restriction on Request for Transfer Registration) The registrar may suspend the registration of bonds for a period not exceeding 1 month before the date of redemption or interest payment due to the transfer of rights except for the case of inheritance, bequest, merger, auction or forcible execution.

Article 8 (Pledging of Registered Bonds as Security) REGISTRATION OF BONDS AND DEBENTURES ACT

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Where registered bonds are deposited or bailed as security pursuant to the provisions of Acts and subordinate statutes, they shall substitute as security by registering the purport thereof.

Article 9 (Bond Register)

The registrar shall keep a bond register as prescribed by the Ordinance of the Prime Minister, and shall state necessary matters therein. Article 10 (Entry in Original Bond Register)

(1) When the registration of bonds has been completed, the registrar shall, without delay, notify the issuer who keeps the original bond register of the purport as prescribed by the Ordinance of the Prime Minister. (2) When the issuer who keeps the original bond register has been notified as referred to in the preceding paragraph, he/she shall, without delay, enter the purport in the original bond register.

Article 11 (Destruction of Register)

(1) When all or part of the bond register has been damaged or destroyed, the registrar may take measures of rewriting the register or recovering the registration with the approval of the Financial Services Commission. Article 12 (Perusal and Issuance of Certified Copy and Abstract of Bond Register)

Registered bondholders or other parties interested may request for the perusal of bond register and accessory papers, or for the issuance of a certified copy or abstract of the bond register.

Article 13 (Fee)

The registrar may collect fees for the registration of bonds, for the perusal of bond register and accessory papers, or for the issuance of a certified copy or an abstract of bond register.

Article 14 (Supervision)

(1) The Financial Services Commission shall supervise the registrar regarding the business of bond registration.

(2) When necessary, the Financial Supervisory Commission may have the registrar report on the business of registration, may have the governor of the Financial Services Commission examine the business of registration REGISTRATION OF BONDS AND DEBENTURES ACT

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and relevant papers, or may give orders necessary for supervision. (3) The governor of the Financial Supervisory Service may collect examination fee as prescribed by the Financial Services Commission. Article 15 (Suspension of Business and Cancellation of Registration.) When the registrar has violated this Act or an order pursuant to this Act, the Financial Services Commission may order the suspension of registration business, may order the succession of registration business by another registrar or may cancel the registration thereof.

[This Article Wholly Amended by Act No. 5505, Jan. 13, 1998] Article 15-2 (Hearing)

Where the Financial Services Commission intends to cancel the registration of the registrar pursuant to Article 15, it shall hold a hearing. [This Article Newly Inserted by Act No. 5453, Dec. 13, 1997] Article 16 (Status of Officers and Staff of Registrar) The officers and staff of the registrar engaged in the business of registration shall be deemed as public officials in the application of Criminal Act or other penal provisions

Article 17 (Penal Provisions)

(1) Those who fall under any of the following subparagraphs shall be punished by imprisonment of 1 year or less or by a fine of 5 million won or less:

1. Those who handle the business of bond registration without registering with the Financial Services Commission; or

2. Those who handle the business of bond registration continuously even though their registration has been cancelled pursuant to the provisions of Article 15.

(2) The punishment of imprisonment and fine listed in paragraph (1) may be applied concurrently.

[This Article Newly Inserted by Act No. 7761, Dec. 29, 2005] Article 18 (Joint Penal Provisions)

When the representative of a judicial person or an agent, employee or worker of a judicial person or an individual has perpetrated an act of violation listed in Article 17 regarding the business of the judicial person or individual, REGISTRATION OF BONDS AND DEBENTURES ACT

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the judicial person or individual shall be punished by a fine pursuant to the same Article in addition to the punishment upon the perpetrator. [This Article Wholly Amended by Act No. 7761, Dec. 29, 2005] Article 19 (Imposition, etc. of Fine for Negligence) (1) When the officers or staff of registrar who are engaged in the business of bond registration have violated this Act or an order pursuant to this Act, have rejected, have obstructed or have evaded examination, they shall be punished by a fine for negligence of 2 million won or less.

(2) When a registrar has failed to make a report pursuant to the provisions of Article 14 (2), it shall be punished by a fine for negligence in the preceding paragraph.

(3) The fine for negligence pursuant to the provisions of paragraphs (1) and (2) shall be imposed and collected by the Financial Services Commission as prescribed by Presidential Decree.

(4) Those who are dissatisfied with the disposition of fine for negligence pursuant to paragraph (3) may raise an objection to the person having disposition authority within 20 days from the date when he received the notification of disposition. (5) When those who have been disposed of a fine for negligence pursuant to the provisions of paragraph (3) raise an objection pursuant to the provisions of paragraph (4), the person having disposition authority shall, without delay, notify the competent court of the fact, and the court which has been notified shall try the case of fine for negligence pursuant to the Non-Contentious Case Litigation Procedure Act.

(6) When an objection has not been raised within the period pursuant to the provisions of paragraph (4) and the fine for negligence has not been paid, it may be collected pursuant to the examples of disposition on default of national taxes. ADDENDUM

This Act shall enter into force on the date of its promulgation. ADDENDA

REGISTRATION OF BONDS AND DEBENTURES ACT

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Article 1 (Enforcement Date)

This Act shall enter into force on January 1, 1998. Article 2 Omitted.

ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on April 1, 1998. Article 2 (Transitional Measures concerning Dispositions, etc.) Authorization and other acts executed by administrative agencies, etc., or reports and other acts performed toward administrative agencies, etc. pursuant to former provisions at the time when this Act enters into force shall be deemed as acts by administrative agencies, etc., or acts toward administrative agencies, etc. pursuant to this Act. Articles 3 through 5 Omitted.

ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on the date of its promulgation. Article 2 (Transitional Measures concerning Registrar) The registrar authorized pursuant to former provisions at the time when this Act enters into force shall be deemed as having been registered with the Financial Supervisory Commission pursuant to the amended provisions of Article 3.

ADDENDUM

This Act shall enter into force on the date of its promulgation. ADDENDA

Article 1 (Enforcement Date)

This Act shall enter into force on the date of its promulgation. Articles 2 though 5 Omitted.