6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

May 25, 2007

hanarotelecom incorporated

(Translation of registrant’s name into English)

17-7, Yeoido-dong, Yeongdeungpo-gu, Seoul, 150-874, Korea
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: þ Form 20-F o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes þ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

TABLE OF CONTENTS

EX-99.1 QUARTERLY REPORT FOR THE FIRST QUARTER ENDED MARCH 31 IN 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	hanarotelecom incorporated
Date: May 25, 2007	By:	/s/ Janice Lee
		Name:	Janice Lee
		Title:	Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1:	Quarterly report for the first quarter ended March 31 in 2007

EX-99.1

Exhibit 99.1

Quarterly Report

(For the period from January 1, 2007 through March 31, 2007)

To: The Financial Supervisory Commission of Korea

Pursuant to Article 186-3 of the Securities and Exchange Act of Korea, hanarotelecom incorporated (“the Company” or “hanarotelecom”) is submitting this report.

May 15, 2007

Representative Director & CEO :	Mr. Byung-Moo Park
Head Office :	Asia One Building, 17-7 Yeouido-dong, Youngdeungpo-gu, Seoul, Korea 150-874 (Tel.) 106
Person in Charge :	Ms. Janice Lee, Chief Financial Officer (Tel.) 106

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     On May 15, 2007, hanarotelecom incorporated (“the Company” or “hanarotelecom”) filed a quarterly report (the “Report”) with the Financial Supervisory Commission of the Republic of Korea (“Korea”) pursuant to the Securities and Exchange Act of Korea. This is an English summary of the Report. Non-material or previously disclosed information may have been omitted or abridged.

     The unaudited quarterly financial statements included in the Report were prepared in accordance with generally accepted accounting principles in Korea, or Korean GAAP, on a non-consolidated basis. The accounts of the financial statements or figures in the Report are expressed in Korean won (“KRW” or “Won”).

Cautionary Statement Concerning Forward-Looking Statements

     The Report contains ‘‘forward-looking statements’’ that are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves. The Company relies on this safe harbor in making forward-looking statements.

     In many cases, but not all cases, forward-looking statements can be identified by the use of forward-looking terminology such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘project,’’ ‘‘should,’’ and similar expressions. Those statements include, among other things, a the discussions of the Company’s business strategies, expectations concerning its market position and growth opportunities, future operations, margins, profitability, liquidity and capital resources, as well as statements concerning expansion of its network coverage, increases in the number of subscribers to its services, the consummation and the regulatory environment in which the Company operates.

     Forward-looking statements are subject to various risks and uncertainties. The Company cautions you that reliance on any forward-looking statement involves risks and uncertainties, and that although the Company believes that the assumptions on which its forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions could be incorrect. Important factors that could cause actual results to differ materially from estimates or forecasts contained in forward-looking statements include, among others, the ability to implement the Company’s business and growth strategies, the ability to integrate businesses and products lines, that the Company recently acquired or intends to acquire, in a manner that achieves the expected results, requirements imposed by regulatory authorities, competitive factors in the Korean telecommunications industry, risks associated with debt service requirements, degree of financial leverage and other risks identified from time to time in the Company’s filings with the SEC.

     In light of these and other uncertainties, you should not conclude that the Company will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. The Company does not intend to update these forward-looking statements. The Company is under no obligation, and disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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Table of Contents

I. Company Information
II. Business
III. Financial Information
IV. Opinion of Independent Auditors and Audit Committee
V. Governance Structure and Status of Affiliates
VI. Information Regarding Shareholders
VII. Information on Directors, Officers & Employees
VIII. Transactions with Related Parties
IX. Attachments
X. Other Matters

List of Exhibits

3

I. Company Information

     1. Company Objectives

A) Scope of business

– Provide services related to the internet including broadband internet access services

– Provide local telephony, long distance telephony and international telephony services

– Lease telecommunications lines and facilities related thereto

– Establish, own and operate telecommunication networks

– Manufacture, sell and supply equipment and/or machines incidental or conducive to telecommunication business

– Research and develop technologies related to telecommunications

– Initiate the future communication industries, new media businesses including the broadcasting business and other broadcasting-related businesses

– Undertake any overseas activities, for any of the objectives set forth in the foregoing items

– Lease real estates, and facilities thereof

– Perform any activities/or business mandated by laws and regulations applicable to telecommunication activities

– Conduct any and all activities directly or indirectly related to or incidental to any of the foregoing objectives

B) Proposed future business

l TV-Portal business

     The commercial hanaTV service was launched on July 24, 2006 and acquired about 380,000 activated subscribers as of March 31, 2007.

– Expected revenue and subscriber target of TV-Portal service

Year	Expected revenue (KRW billion)	Subscriber target (1,000 subscribers)
2007	70 ~ 80	1,000
2008	200	1,500

* Figures for 2008 are estimated on the assumption that regulations on the IP-TV business will be eased and that a full-fledged IP-TV service will be provided.

–	Basis for the estimates of expected revenue and subscribers
	The expected revenue of TV-Portal service was calculated based on expected monthly fees and the subscriber target that hanarotelecom will likely achieve if the Company undertakes marketing activities mainly targeting its broadband subscribers. The revenue may change depending on the actual number of TV-Portal subscribers.

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     2. History of the Company

A) Major changes since its inception

–	Date of establishment: September 26, 1997
–	Address of head office: 17-7 Yeouido-dong, Youngdeungpo-gu, Seoul, Korea, 150-874
l	Changes in the largest shareholder

Date	Largest shareholder	Remark
Dec. 9, 1999	Samsung Electronics Co., Ltd. and its affiliated company	Became the largest shareholder after Dacom Corporation, the former largest shareholder, sold part of its stake in the Company
Jan. 3, 2000	Dacom Corporation and its affiliated companies (LG Group)	Became the largest shareholder after Dacom Corporation was designated as a member company of the LG Group
Nov. 18, 2003	AIF II NT, Ltd. and SSB-AOF NT, Ltd.	Became the largest shareholder after acquiring 39.6% of the stake

l Other major changes

Date	Changes
Oct. 1, 1998	Launched high speed Internet access services through CATV
Apr. 1, 1999	Launched local telephony services and high-speed Internet access services in four major cities
Mar. 29, 2000	Listed 24 million ADRs on NASDAQ
Jul. 1, 2004	Launched commercial long distance/international telephony services
Jan. 1, 2006	Merged with Korea Thrunet Co., Ltd.
Mar. 24, 2006	Mr. Byung-moo Park was newly appointed as Representative Director
May 3, 2006	Completed a reverse stock split (2:1) without payment to shareholders (paid-in capital after capital reduction: KRW 1,158.4 billion)
Jul. 24, 2006	Launched the commercial hanaTV service
Jan. 8, 2007	Rolled out the bundling service of hanaSet

B) M&A, transfer of business

l M&A

Date	Company	Description	Acquisition Amount
Jan. 1, 2006	Korea Thrunet Co., Ltd.	Merger with Korea Thrunet Co., Ltd. (1,217,832 shares were issued as part of the merger.)	KRW 471.4 billion

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l Transfer of business

Date	Company	Description	Amount
Feb. 28, 2002	DreamX.net Co. (HanaroDream Inc.)	Transfer of Hananet business (portal, e-commerce, cyber education, etc.) to DreamX.net	Decrease in assets (KRW 320 million), revenues (KRW 27.8 billion) and costs (KRW 49.9 billion)
Apr. 1, 2004	GS Digital Broadcasting Co., Ltd.	Acquisition of broadband Internet business	KRW 4.2 billion
Jun. 1, 2004	Damul Telecom Co., Ltd.	Acquisition of broadband Internet business and outsourcing of customer services
Jul. 1, 2004	Joongang Cable TV	Acquisition of broadband Internet business	KRW 893 million
Jul. 1, 2004	Kyungsan Cable TV	Acquisition of broadband Internet business	KRW 972 million
Jul. 1, 2004	Youngcheon Cable TV	Acquisition of broadband Internet business	KRW 231 million
Dec. 1, 2004	DBS Daekyung Broadcasting Co., Ltd.	Acquisition of broadband Internet business	KRW 1.61 billion
Feb. 1, 2005	CM TEL Co., Ltd.	Acquisition of broadband Internet business	KRW 900 million
May 1, 2005	Damyang Cable TV	Acquisition of broadband Internet business	KRW 120 million
Jul. 1, 2005	Pohang Broadcasting	Acquisition of broadband Internet business	KRW 2.4 billion
Sep. 1, 2005	Dreamline Corp.	Acquisition of broadband Internet business	KRW 2.78 billion
Nov. 1, 2005	Chungcheong Media Telecom	Acquisition of broadband Internet business	KRW 654 million
Nov. 1, 2005	Tongyoung Cable TV	Acquisition of broadband Internet business	KRW 317 million
Jul. 1, 2006	Gochang Cable TV	Acquisition of broadband Internet business	KRW 280 million
Jul. 1, 2006	Buan Cable TV	Acquisition of broadband Internet business	KRW 200 million
Jun. 1, 2006	Keumsa Cable TV	Acquisition of broadband Internet business	KRW 250 million
Jul. 1, 2006	Wasoo Cable TV	Acquisition of broadband Internet business	KRW 60 million
Jul. 1, 2006	Sangmoo Internet	Acquisition of broadband Internet business	KRW 60 million
Aug. 1, 2006	OK-NET Co., Ltd.	Acquisition of broadband Internet business	KRW 12 million
Oct.1, 2006	Techro Billtec Co., Ltd.	Acquisition of broadband Internet business	KRW 540 million
Jul. 1, 2006	Pohang Broadcasting	Acquisition of broadband Internet business	KRW 580 million
Aug. 1, 2006	Hangaram Networks Co., Ltd.	Acquisition of broadband Internet business	KRW 560 million

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Date	Company	Description	Amount
Aug. 1, 2006	Tera Power Co., Ltd.	Acquisition of broadband Internet business	KRW 450 million
Sep. 1, 2006	Youngnam Network Co., Ltd.	Acquisition of broadband Internet business	KRW 340 million
Aug. 1, 2006	Chungcheong Cable Netcom Co., Ltd.	Acquisition of broadband Internet business	KRW 206 million
Aug. 1, 2006	Chungcheong Hananet Co., Ltd.	Acquisition of broadband Internet business	KRW 124 million
Sep. 1, 2006	HINET Co., Ltd.	Acquisition of broadband Internet business	KRW 100 million
Oct. 1, 2006	Techro Villiage Co., Ltd.	Acquisition of broadband Internet business	KRW 440 million
Oct. 1, 2006	Daelim I&S Co., Ltd.	Acquisition of broadband Internet business	KRW 9.55 billion
Dec. 1, 2006	Youji Telecom, etc.	Acquisition of broadband Internet business	KRW 4.15 billion
May 4, 2007	Onse Telecom Co., Ltd.	- Application for the approval of transfer of business: Feb. 12, 2007 (MIC)	-
		- Approval of transfer of business: Apr. 4, 2007 (broadband internet access service)
		- Purpose: to strengthen the broadband business and enhance competitiveness
		- The size of subscriber migration and the amount of transaction will be disclosed after completion of the settlement.

Note) The transfers of businesses stated above have not been subjected to the resolution of the general shareholders meeting as they are not the transfer of the entire business or part of a material business.

C) Major events

Date	Changes
Jan. 1, 2006	Completed merger with Thrunet
May 3, 2006	Completed a reverse stock split (2:1) without payment to shareholders

D)	hanarotelecom business group
	As of March 31, 2007, companies included in hanarotelecom business group are as follows;

1.	hanarotelecom incorporated (Listed)
2.	Hanaro Realty Development & Management Co., Ltd. (Not listed)
3.	HanaroDream, Inc. (Not listed)
4.	hanaromedia, Inc. (Not listed)
5.	Hanaro Seoul Customer Service Inc. (Not listed)
6.	Hanaro Metro Customer Service Inc. (Not listed)

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7.	Hanaro Gwangju Customer Service Inc. (Not listed)
8.	Hanaro Pusan Customer Service Inc. (Not listed)
9.	Hanaro TeleSales Inc. (Not listed)
10.	Hanaro CS Inc. (Not listed)

     3. Changes in Paid-in Capital

A) Capital increase in the last 3 years

						(Unit: KRW, share)
				Par value per		Offering price per
Date	Type	Number		share		share
Mar. 31, 2002	Exercise of warrants		12,332,286		5,000		5,000
Nov. 18, 2003	Right issue		182,812,500		5,000		3,200
Jan. 9, 2006	—		1,217,832		5,000		3,826
Sep. 6, 2006	Exercise of warrants		502,399		5,000		5,917
Sep. 15, 2006	Exercise of warrants		66,986		5,000		5,917
Jan. 3, 2007	Exercise of warrants		229,987		5,000		5,917
Jan. 8, 2007	Exercise of warrants		260,131		5,000		5,917
Jan. 16, 2007	Exercise of warrants		451,042		5,000		5,917
Jan. 18, 2007	Exercise of warrants		286,926		5,000		5,917
Jan. 19, 2007	Exercise of warrants		1,535,110		5,000		5,917

Note) 1,217,832 shares were issued with regard to the merger with Thrunet on January 9, 2006.

     4. Number of Shares Issued (As of March 31, 2007)

A) Total number of shares issued

					(Unit: share)
Authorized shares	Shares issued	Treasury stock		Shares trading	Par value
700,000,000	235,009,087		—	235,009,087	KRW 5,000

B) Employee share scheme (Employee Stock Ownership Association)

l	Transactions with the Employee Stock Ownership Association:
	[Loans to the employees]

								(Unit: KRW million)
			Interest Rate					Details of
Series No.	Lender	Period	(p.a.)			Ending Balance		Collateral
1st	hanarotelecom	Jan. 14, 2005 ~ Jan. 13, 2007		2.00	%		1,628
2nd	hanarotelecom	Sep. 2, 2006 ~ Mar. 1, 2007		-			1,495
	Korea Exchange Bank	Sep. 2, 2006 ~ Mar. 1, 2007		5.13	%		918	Guaranteed by the Company

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								(Unit: KRW million)
			Interest Rate					Details of
Series No.	Lender	Period	(p.a.)			Ending Balance		Collateral
3rd	hanarotelecom	Jul. 23, 2006 ~ Jul. 22, 2007		—			6,150
	Hana Bank	Jul. 23, 2006 ~ Jul. 22, 2007		4.98	%		4,157	Guaranteed by the Company
4th	Hana Bank	Sep. 1, 2006 ~ Aug. 31, 2007		4.88	%		9,942	Guaranteed by the Company
	SC First Bank	Sep. 1, 2006 ~ Aug. 31, 2007		4.88	%		1,419	Guaranteed by the Company
	Total						25,708

Note) The interest rate of SC First Bank’s loan(4^th) to executives is 7.62% (p.a.).

l Exercising voting rights with respect to shares owned by the Association.

Regulations of the Employee Stock Ownership Association

– The voting rights of shares held in the member’s individual account are to be exercised in accordance with the related laws (Directive 17 of the Basic Law on Employee Welfare), and those held by the Association are to be exercised in accordance with the decision made at a general meeting held by the Association.

l Shares owned by the Association

			(Unit: share)
Account held by	Type	Beginning of 2007	As of March 31, 2007
Association	—	—	—
Members	Common Share	2,193,486	2,172,731

Note) 1,661,679 shares were deposited with the Korea Securities Finance Corporation on December 8, 2006.

     5. Voting Rights (As of March 31, 2007)

Description	Number of common shares
1. Total number of shares issued		235,009,087
2. Shares with no voting right		—
3. Shares with restricted voting right		—
4. Shares with reinstated voting right		—
5. Shares with unrestricted voting right		235,009,087

     6. Dividend payout

          - N/A.

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II. Business

     1. Introduction

A) Industry Overview

l Characteristics of the industry

The telecommunications industry is witnessing a substitution of fixed line by the wireless, convergence of wireline and wireless services and a dramatic increase in the demand for wired and wireless data communication. The fixed-line market has seen a slowdown in the growth due to low profitability and a substantial decrease in voice traffic, mainly resulted from a downward price adjustment amid fierce competition and encroachment of the fixed-line market by mobile phone services. As opposed to the fixed line, broadband Internet access services market had experienced rapid growth by early 2003. However, as the market reached its maturity, the growth has slowed down, and 100 Mbps services including optical LAN are now driving growth of the broadband market.

o The general characteristics and trends of Korea’s telecommunications industry are as follows:

– Internet and mobile phones are leading the transformation of telecommunications industry

n	With the proliferation of Internet access and broadband Internet services becoming widespread, the demand for the data service has increased significantly.
n	The era of personal mobile communication has stabilized after the explosive growth in the mobile telephony market.

– Convergence of telecommunication and broadcasting

n	The industry is shifting from telephony oriented networks to the advanced networks that enable the real-time transmission of visual contents.
n	Distinction between telecommunications and broadcasting is blurring and these services are expected to be provided over the same network simultaneously.

– Wireline-wireless integration

n The new era for the wireline-wireless integration is dawning on the back of new technologies such as WiBro, HSDPA, etc.

– Adoption of new technologies and cost savings

n	Ensuing competition is speeding up the development of new technologies and services.
n	A shift in the consumer demand and the rapid growth of the data transmission services led to cost reduction.

l Growth of the industry

The telecommunications industry grew sharply until the early 2000s on the back of a rapid increase in mobile and broadband subscribers. However, with the subscriber growth reaching saturation, market growth has slowed down, which in turn has affected revenue growth. Statistics on revenues and subscribers of the telecommunications industry are as follows:

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[Telecom Industry Revenues]

					(Unit: KRW million)
	2006		2005		2004		2003		2002
Facility-based Services		32,169,296		30,918,918		30,176,025		28,644,060		28,858,400
Specific Telecommunications Services		2,018,170		1,914,293		1,026,452		1,330,583		1,179,500
Value-added Services		7,087,073		5,975,814		4,648,212		4,358,596		3,763,900
Broadcasting		9,351,220		7,852,678		7,069,292		8,507,210		9,174,600
Total		50,625,759		46,661,703		42,919,981		42,840,449		42,976,400

Note 1) Source: The Korea Association of Information and Telecommunication

[Revenues of Facility-based Service]

									(Unit: KRW million)
Description	2006		2005		2004		2003		2002
Fixed Line		13,490,307		12,780,927		13,484,132		13,289,072		13,630,358
Wireless		18,678,989		18,137,991		16,691,893		15,354,988		15,228,067
Total		32,169,296		30,918,918		30,176,025		28,644,060		28,858,425

Note 1) Source: The Korea Association of Information and Telecommunication

[Telecommunications Subscribers]

									(Unit: persons)
Description	2006		2005		2004		2003		2002
Broadband Internet		14,042,698		12,190,711		11,921,439		11,178,499		10,405,486
Local Telephony		23,119,170		22,920,151		22,870,615		22,877,019		23,490,130
Mobile		40,197,115		38,342,423		36,586,052		33,591,758		32,342,493
Total		77,358,983		73,453,285		71,378,106		67,647,276		66,238,109

Note 1) Source: Ministry of Information and Communication

l Features of changes in economic conditions

The broadband Internet and local telephony markets have hardly affected by changes in economic conditions because broadband Internet and local telephony have become necessities of everyday life.

l Competitors

Business	Competitor	Entry Barrier
Local telephony service	KT, LG Dacom	License from the MIC (Telecommunications Business Act)
Broadband Internet service	KT, LG Powercom and others	License from the MIC (Telecommunications Business Act)

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          l Relevant laws and regulations

          The Framework Act on Telecommunications and the Telecommunications Business Act are the laws governing the industry.

B) Current Status of the Company

l Business environment and portfolio

–	Current Business Outlook
	Ÿ Overview
	The Korean economy was faced with difficulties such as soaring oil prices, rising international prices of raw materials, a continued weak dollar, lackluster domestic consumption and sluggish corporate investment.
	As for the information and communication sector, with the industry suffering the saturation of broadband Internet market, CATV SOs are rushing into the Internet business. Meanwhile, competition has heated up excessively in the telephony sector due to stagnant growth of the wired and wireless voice markets and introduction of number portability. In addition, changes in the government’s policy towards deregulation and innovation and structural changes in the telecommunications and broadcasting market caused by development of digital technology enabled telecommunication companies to enter the media market
	hanarotelecom is providing services in a total of 83 cities and 59 counties as of the end of March 2007. It has a total of 5.47 million customers, including 3.65 million broadband subscribers and 1.82 million voice subscriber lines. To respond to rapidly changing market conditions represented by convergence of telecommunication and broadcasting, the Company completed the acquisition of hanaromedia Inc., a company with a competitive edge in TV-Portal platform and IP VOD contents, as of March 13, 2006 and launched the commercial hanaTV service on July 24, 2006. The Company has laid the foundation for the strategic business by acquiring 380,000 subscribers as of March 31, 2007, in about 8 months after the launch of hanaTV.
	Ÿ Expansion of Network
	In order to develop the Company into an integrated telecommunication business equipped with the capacity to provide broadband multimedia services, hanaro has deployed its network since 1998, starting from four major cities including Seoul. As of the end of March 2007, the total length of fiber optic cable is 28,884km (including leased network) in 83 cities, which enabled provision of Internet services to 13.48 million households and voice services to 12.90 million households (excluding those in the overlapped areas).
	Ÿ Operational results
	Despite intensifying competition in the broadband market, hanarotelecom achieved revenue of KRW 451.1 billion, EBITDA of KRW 140.1 billion and operating profit of KRW 12.4 billion for the first quarter of 2007. The Company has a total of 5.85 million subscribers as of the end of March 2007, maintaining a stable subscriber growth in broadband, voice and hanaTV.
	Ÿ Financing
	On December 22, 2006, the Company entered into a syndicated loan agreement with Development Bank of Singapore, JP Morgan Chase, Deutsche Bank, Korea Development Bank and other financial institutions. The loan agreement approximates KRW 360 billion (Won currency loan of KRW 162.3 billion and US$ currency loan of US$ 199 million), which includes a term loan of KRW 300 billion with a maturity of 3.5 years and a revolving loan of KRW 60 billion. On January 18, 2007, the Company fully repaid the drawn portion of the existing syndicated loan earlier than scheduled through a drawdown of the new loan amounting to KRW 300 billion under the loan agreement.

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• Business Plan for 2007

Ø Dramatic revenue growth

hanarotelecom would significantly increase revenues and lay the foundation for sustained growth by fostering new growth engines. To do so, the Company would forge strategic alliances in various ways and, if necessary, pursue mergers and acquisitions in new businesses..

Ø Provision of proactive customer service

hanarotelecom would make aggressive efforts to acquire subscribers by providing high-quality customer services and strengthen subscriber retention by focusing on customer satisfaction.

Ø Strengthening of innovative brand power

hanarotelecom would enhance its brand image by positioning its products such as hanafos, hanafone and hanaTV as power brands that offer best services and satisfy customers with competitive price.

Ø Achievement of continuous profit-making

hanarotelecom would continue to generate profits by managing costs efficiently while increasing revenues. In an effort to reduce costs and efficiently manage assets, the Company would rationalize organizational structure and concentrate its capabilities.

Ø Fostering of dynamic professionals

Recognizing that the source of hanarotelecom’s competitiveness is the strength of each employee, the Company would provide various education and training programs to produce creative and dynamic professionals who can proactively respond to rapid changes in the era of convergence. The company would also promote professionalism among employees.

     l Market Share

Ÿ Broadband Internet Subscribers & Market Share

	As of the end of 1Q 2007
Service Provider	No. of Subscribers		Market Share
hanarotelecom		3,646,563		25.6	%
KT Corp.		6,449,729		45.3	%
LG Powercom		1,329,629		9.3	%
Others		2,801,878		19.7	%
Total		14,227,799		100	%

Note 1) Source: Ministry of Information and Communication

Note 2) ‘Others’ include Onse Telecom, Dreamline Corporation, LG Dacom Corporation and other value-added telecommunications business operators and network service operators.

• Local Telephony Service Subscriber Lines & Market Share

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	As of the end of 1Q 2007
Service Provider	No. of Subscriber Lines		Market Share
hanarotelecom		1,818,311		7.8	%
KT Corp.		21,263,193		91.7	%
LG Dacom		96,491		0.4	%
Total		23,177,995		100	%

Note) Source: Ministry of Information and Communication

2. Major Services

     A) Prices of Major Services

(Unit: KRW)

	Classification	1Q 2007
hanafos Fiber LAN	Installation fee		30,000
	Monthly flat fee		27,390~33,000
hanafos Free (fixed-line + wireless service)	Installation fee		30,000
	Monthly flat fee		25,200~40,000
	Modem rental fee / month		3,000~8,000
	Telephony charge / 3 minutes		39
hanafos Premium	Installation fee		30,000
	Monthly flat fee		30,600~38,000
	Modem rental fee / month		3,000~8,000
	Telephony charge / 3 minutes		39
hanafos Speed	Installation fee		30,000
	Monthly flat fee		25,200~28,000
	Modem rental fee / month		3,000~8,000
	Telephony charge / 3 minutes		39
hanafos wing pack (fixed-line + wireless service)	Installation fee		30,000
	Monthly flat fee		30,200~43,000
	Modem rental fee / month		3,000~8,000
hanafos Family	Installation fee		30,000
	Monthly flat fee		38,000~50,000
	Modem rental fee / month		3,000~8,000
hanafone (local telephony service)	Installation fee		30,000
	Monthly flat fee		4,500
	Telephony charge / 3 minutes		39
hanaTV	Installation fee		20,000
	Monthly flat fee		7,000~11,780
	STB rental fee / month		0~7,000

Note 1) Installation fee or monthly flat fee can be changed depending on contract period, etc.

Note 2) hanaSet (bundled service) was launched in January 2007.

- broadband + voice + hanaTV (TPS) : up to 20% discount

- broadband + voice / broadband + hanaTV (DPS) : up to 10% discount

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- Discount for term contract

• Modem rental fees

	No-term
	contract		1-year contract		2-year contract		3-year contract
Modem rental fees (KRW)		8,000		6,000		4,000		3,000

Note 1) Modem rental fees are free for optical LAN services and KRW 5,000 for BWILL services (free for contract of 1 year or more).

Note 2) For hanaTV service, installation fees are KRW 20,000 with STB rental fees of KRW 7,000 for no-term contract, KRW 5,000 for 1-year contract, KRW 3,000 for 2-year contract, and exempted for contract of 3 years or more.

• Monthly flat fees

	Discount rate
										40-month
	1-year contract			2-year contract			3-year contract			contract			4-year contract
Fiber LAN, wing pack		3	%		5	%		10	%		15	%		17	%
Premium, Speed, Multi-line		3	%		5%~6	%		10%~11	%		—			—
Family		3	%		5%~6	%		10%~11	%		—			—
hanaTV		5	%		10	%		15	%		—			24%~26	%

Note 1) For service bundles of broadband and telephony, KRW 2,000 is discounted from monthly flat fees of telephony service.

Note 2) For service bundles of broadband, telephony and hanaTV, 10%~40% discounts of monthly flat fees are applied.

3. Major Facilities

A) Status on major facilities

(Unit: KRW million)

	Beginning book value		Ending book value
Description	(As of Dec. 31, 2006)		(As of Mar. 31, 2007)
Land		176,307		177,480
Buildings		283,045		281,911
Structures		162		161
Machinery		1,644,658		1,579,975
Others		18,019		17,156

15

     B) Capital Expenditure (“CAPEX”) plan

l CAPEX

(Unit: KRW billion)

Item	1Q 2007		2007 (E)
Backbone		13.8	78.8~81.2
Last-mile		34.7	197.0~203.0
Others		9.5	54.2~55.9
Total		58.0	330.0~340.0

4. Derivative Contracts in Foreign Currency (As of March 31, 2007)

					Valuation
Derivatives				Date of	Gains/Losses
Contact	Amount	Payment Method	Counterparty	Contract	(in KRW)
Cross currency and interest rate swaps	USD 47,299,107	Receive the principal and interest in USD and make payments in KRW based on the FX rate and the swap rates at the time of the contract	Korea Development Bank	Dec. 19, 2003	-11,698,014,110
Cross currency and interest rate swaps	USD 104,058,032	Receive the principal and interest in USD and make payments in KRW based on the FX rate and the swap rates at the time of the contract	Korea Development Bank, etc.	Feb. 10, 2004	-23,133,740,002
Cross currency swaps	USD 500,000,000	Receive the principal in USD and make payments in KRW based on the FX rate at the time of the contract	Korea Development Bank, etc.	Feb. 1, 2005	-45,942,509,205
Cross currency swaps	USD 25,856,679	Receive the principal in USD and make payments in KRW based on the FX rate at the time of the contract	Calyon, etc.	Feb. 27, 2006	-820,955,695

5. Material Agreements

     [Leased line contract]

Agreement	Counterpart
CATV access network lease agreements	LG Powercom
Interconnection agreements among basic telecommunications carriers	Major carriers
Telecommunications network interconnection agreement	KEPCO
Telecommunications conduit lease agreement	Seoul Metropolitan Rapid Transit Corporation

16

Agreement	Counterpart
Telecommunications conduit lease agreement	Seoul Metropolitan Subway Corporation
Telecommunications conduit lease agreement	Daegu Metropolitan Subway Corporation
Telecommunications conduit lease agreement	Busan Transportation Corporation

6. Research and Development Activities

     A) Summary of R&D activities

l   R&D Expenses

(Unit: KRW million)

Items	1Q 2007			2006			2005
R&D Expenses		1,020			5,389			7,494
R&D Expenses to Revenues		0.23	%		0.31	%		0.52	%

7. Other Matters Affecting Investment Decisions

     A) Summary of financing activities

l    Domestic

(Unit: KRW million)

		Beginning				Ending
		(as of Dec. 31,				(as of Mar. 31,
Source		2006)		Net change		2007)
Commercial banks			121,843		–102,340		19,503
Insurance companies			—		—		—
Merchant banks			—		—		—
Lease companies			1,426		–532		894
Mutual savings & finance companies					—		—
Other financial institutions			11,278		–3,636		7,642
Sub—total (financial institutions)			134,547		–106,508		28,039
Corporate bonds	Public offering		100,000		—		100,000
	Private placement		—		96,199		96,199
Right Issuance Note 1)	Public offering		1,692,600		—		1,692,600
	Private placement		585,000		—		585,000
Asset Backed Securities	Public offering		—		—		—
	Private placement		—		—		—
Others			3,369	16,350 Note 2)			19,719
Sub—total (capital market)			2,380,969		112,549		2,493,518
Borrowings from shareholders, directors, affiliated companies			—		—		—
Others			—		—		—
Total			2,515,516		6,041		2,521,557

     Note 1) Outstanding balance of right issuance marked here refers to the accumulated amount.

     Note 2) Refers to the proceeds resulting from the exercise of the warrants on the 18th bonds with warrants

17

l Overseas

(Unit: KRW million)

	Beginning				Ending
	(as of Dec. 31,				(as of Mar. 31,
Source	2006)		Net change		2007)
Financial institutions		185,032		-142,164		42,868
Corporate bonds		464,800		129,124		593,923
Equity (including right issuance) Note 1)		340,272		—		340,272
Asset Backed Securities		—		—		—
Others		—		—		—
Total		990,104		-13,040		977,063

Note 1) Refers to the amount of capital raised from the initial public offering on the NASDAQ Market in April, 2000

Note 2) Beginning balances are based on the end of year 2006 exchange rate of KRW/USD = 929.6 while ending balances are based on the end of March 2007 exchange rate of KRW/USD = 940.3.

     B) Credit Ratings in the last 3 years

	Subject of credit
Date	rating	Credit	Credit rating company
Jan. 13, 2005	Corporate bond	BB	Standard & Poor’s
Jan. 13, 2005	Corporate bond	Ba2	Moody’s
Jan. 17, 2005	Corporate bond	BBB+	National Information and Credit Evaluation (NICE)
Aug. 2, 2005	Corporate bond	BBB	Korea Investors Service, Inc.
Aug. 3, 2005	Corporate bond	BBB	Korea Management Consulting & Credit Rating Corporation
Aug. 18, 2005	Commercial paper	A3+	National Information and Credit Evaluation (NICE)
Feb. 2, 2006	Corporate bond	BBB	Korea Investors Service, Inc.
Feb. 3, 2006	Corporate bond	BBB	Korea Management Consulting & Credit Rating Corporation
Feb. 3, 2006	Corporate bond	BBB+	National Information and Credit Evaluation (NICE)
Jul. 26, 2006	Corporate bond	BBB	Korea Investors Service, Inc.
Oct. 13, 2006	Commercial paper	A3+	Korea Investors Service, Inc.
Oct. 13, 2006	Corporate bond	BBB+	Korea Investors Service, Inc.
Oct. 17, 2006	Commercial paper	A3+	Korea Management Consulting & Credit Rating Corporation
Oct. 17, 2006	Corporate bond	BBB+	Korea Management Consulting & Credit Rating Corporation

18

III. Financial Information

     1. Summarized Financial Statements

(Unit: KRW million)

Description	1Q 2007
[Current Asset]		449,058
Quick assets		446,772
Inventories		2,286
[Non-current Asset]		2,314,609
Investment Securities		42,816
Property and Equipment		2,075,487
Intangible Asset		129,437
Others		66,869
Total Assets		2,763,667
[Current Liabilities]		462,278
[Non-current Liabilities]		802,117
Total Liabilities		1,264,395
[Capital Stock]		1,175,045
[Capital Surplus]		318,789
[Capital Adjustment]		14,008
[Accumulated Other Comprehensive Income]		1,015
[Accumulated Deficit]		-9,585
Total Shareholders’ Equity		1,499,272
Revenue		451,054
Operating Income		12,366
Loss Before Income Tax		-9,585
Net Loss		-9,585

Description	2006		2005		2004		2003
[Current Asset]		462,537		343,770		611,134		672,571
Quick assets		460,724		343,654		609,293		671,302
Inventories		1,813		116		1,841		1,269
[Non-current Asset]		2,391,908		2,636,331		2,561,300		2,709,351

19

Description	2006		2005		2004		2003
Investment Securities		117,226		384,881		144,348		117,922
Property and Equipment		2,140,448		2,188,804		2,362,686		2,542,994
Intangible Asset		134,235		62,645		54,266		48,435
Total Assets		2,854,445		2,980,101		3,172,434		3,381,922
[Current Liabilities]		535,745		595,691		737,081		821,987
[Long-term Liabilities]		825,534		816,823		687,140		828,763
Total Liabilities		1,361,279		1,412,514		1,424,220		1,650,750
[Capital Stock]		1,161,229		2,310,676		2,310,676		2,310,676
[Capital Surplus]		1,502,480		344,642		344,642		344,642
[Accumulated Deficit]		-1,186,156		-1,100,104		-891,264		-901,756
[Capital Adjustment]		15,613		12,373		-15,841		-22,390
Total Shareholders’ Equity		1,493,166		1,567,587		1,748,213		1,731,172
Revenue		1,723,346		1,444,411		1,436,485		1,375,335
Operating Income		30,843		53,228		114,021		75,207
Ordinary Income (Loss)		-86,047		-202,692		10,493		-165,336
Net Income (Loss)		-86,047		-208,839		10,493		-165,336

– As accounting policy for some operating expenses including sales commissions was changed from cash basis accounting to accrual basis accounting, financial statements for 2003, 2004 and 2005 reflect an increase of KRW 27.2 billion in current liabilities and accumulated deficit without any change in net income.

     2. Accounting Standards

More information regarding the Company’s financial statements is posted on our website (http://www.hanaro.com/eng/download/ir/state/2007_1Q_review_report.pdf).

     3. Accounting Information

A) Fiscal years recorded net loss in the last 5 years

(Unit : KRW billion)

Year	Net loss amount		Reason
2006		86.0	Increase in marketing expenses due to intensifying competition
2005		208.8	Increase in marketing expenses due to intensifying competition and expenses for Thrunet merger
2003		165.3	Large investments in early business stage and write-off of idle equipments
2002		127.8	Large investments in early business stage

20

B) Fiscal years recorded net income in the last 5 years

(Unit : KRW billion)

Year	Net income amount		Reason
2004		10.5	Sales increase due to a rise in voice subscribers after the nationwide implementation of FNP and a decrease in financial costs due to the improvement of financial structure after overseas financing

4.	Financial Statements
	More information regarding the Company’s financial statements is posted on our website (http://www.hanaro.com/eng/download/ir/state/2007_1Q_review_report.pdf).
5.	Financial Statements Before and After Merger

A) Merger summary

l Merger parties and method of merger

	hanarotelecom incorporated	Korea Thrunet Co., Ltd.
	(surviving)	(dissolved)
Date of establishment	September 26, 1997	July 30, 1996
Representative Director	Soon-Yub Kwon	Soon-Yub Kwon
Listed market	Kosdaq	—

B) Financial Statements after merger

l Balance Sheet Summary (As of December 31, 2005)

(Unit : KRW)

	hanarotelecom
Description	incorporated			Korea Thrunet Co., Ltd.			After merger
[Current Asset]		(343,770,295	)		(102,291,618	)		(437,098,114	)
Quick assets		343,653,800			102,291,618			436,981,619
Inventories		116,495			—			116,495
[Non-current Asset]		(2,636,330,524	)		(167,149,586	)		(2,586,875,807	)
Investment Securities		384,880,927			12,848,945			148,126,101
Property and Equipment		2,188,804,470			141,807,084			2,331,281,969
Intangible Asset		62,645,127			12,493,557			107,467,737
Total Assets		2,980,100,819			269,441,204			3,023,973,921

21

	hanarotelecom
Description	incorporated			Korea Thrunet Co., Ltd.			After merger
[Current Liabilities]		(595,690,914	)		(47,734,527	)		(634,622,660	)
[Long-term Liabilities]		(816,823,049	)		(145,353,768	)		(818,886,818	)
Total Liabilities		1,412,513,963			193,088,295			1,453,509,478
[Capital Stock]		(2,310,675,900	)		(257,836,065	)		(2,316,765,060	)
[Capital Surplus]		(344,641,870	)		(397,145,627	)		(340,764,293	)
[Accumulated Deficit]		(-)(1,100,103,644	)		(-)(579,325,353	)		(-)(1,100,109,194	)
[Capital Adjustment]		(12,372,730	)		(696,570	)		(13,044,284	)
Total Shareholders’ Equity		1,567,586,856			76,352,909			1,570,464,443
Total liabilities and shareholders’ equity		2,980,100,819			269,441,204			3,023,973,921

l Statements of operations (From January 1, 2005 to December 31, 2005)

(Unit: KRW)

Description	hanarotelecom incorporated		Korea Thrunet Co., Ltd.
Operating revenue		1,444,411,001		298,410,752
Operating expenses		1,391,182,529		315,305,229
Operating income (loss)		53,228,472		(-)16,894,477
Non-operating income		92,455,819		22,146,395
Non-operating expenses		348,376,667		82,234,793
Ordinary loss		(-)202,692,376		(-)76,982,875
Extraordinary loss		(-)6,147,574		(-)12,870,439
Loss before tax		(-)208,839,950		(-)89,853,314
Income tax expense		—		—
Net loss		(-)208,839,950		(-)89,853,314

22

IV. Opinion of Independent Auditors and Audit Committee

1. Opinion of Independent Auditors

A) Auditors

1Q 2007	1Q 2006	2006	2005
Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC

B) Opinion

Year	Summary of auditor’s opinion
1Q 2007	Based on our reviews, nothing has come to our attention that causes us to believe that the financial statements referred to above are not presented fairly, in all material respects, in accordance with accounting principles generally accepted in the Republic of Korea.
	We have previously audited, in accordance with auditing standards generally accepted in the Republic of Korea, the non-consolidated balance sheet of the Company as of December 31, 2006, which is presented in this report, and the related non-consolidated statements of operations, disposition of deficit and cash flows for the year then ended (not presented herein); and in our report dated February 9, 2007, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2006 is fairly stated, in all material respects, in relation to the non-consolidated balance sheet from which it has been derived.
1Q 2006	Based on our reviews, nothing has come to our attention that causes us to believe that the financial statements referred to above are not presented fairly, in all material respects, in accordance with accounting principles generally accepted in the Republic of Korea.
	We have previously audited, in accordance with auditing standards generally accepted in the Republic of Korea, the non-consolidated balance sheet of the Company as of December 31, 2005, which is presented in this report, and the related non-consolidated statements of operations, disposition of deficit and cash flows for the year then ended (not presented herein); and in our report dated March 8, 2006, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the non-consolidated balance sheet from which it has been derived.
2006	In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of hanarotelecom incorporated as of December 31, 2006 and 2005, and the results of its operations, changes in its deficit and its cash flows for the years then ended in accordance with accounting principles generally accepted in the Republic of Korea.
2005	In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of hanarotelecom incorporated as of December 31, 2005 and 2004, and the results of its operations, changes in its deficit and its cash flows for the years then ended in accordance with accounting principles generally accepted in the Republic of Korea.

23

C) Summary of particular situations

Year	Particular situations
1Q 2007	—
1Q 2006	The Company merged Korea Thrunet Co., Ltd., which is engaged in broadband internet access services, to maximize its business value by strengthening its competitiveness, taking advantage of the synergy effect and concentrating its business resources. Effective date of the merger: January 1, 2006 Registration date of the merger: January 9, 2006
2006	—
2005	The Company corrected its accounting treatment on the recognition of some operating expenses from cash basis to accrual basis in 2005. As a result of this error correction, W 27,183 million of expenses that should have been expensed before December 31, 2004 were reflected as accrued expenses and added to accumulated deficit before disposition as of December 31, 2004. In addition, the prior year’s financial statements, which are presented for comparative purposes, are restated to reflect the error correction.

2. Fees Paid to Independent Auditors for the Past 3 Years

A) Auditing fees to independent auditors for the past 3 years

(Unit : KRW million)

				Total Hours of
Year	Auditor	Auditing Fees		Service
1Q 2007	Deloitte Anjin LLC		480		350
2006	Deloitte Anjin LLC		806		5,000
2005	Deloitte Anjin LLC		410		3,200

B) Contracts with independent auditors for services other than auditing

(Unit : KRW million)

Date of Contract	Description	Term	Fees
Dec. 30, 2005	Improvement of customer center commission system	5 weeks	50
Apr. 4, 2005	Advisory service rendered in relation to the global bond offering	8 weeks	40

24

V . Governance Structure and Status of Affiliates

1. Governance Structure

A) Board of Directors (“BOD”) (As of May 15, 2007)

l Status of BOD

Name	Position	Nominated by	Date of appointment
Park Byung-moo	Representative Director	BOD	Mar. 24, 2006
Wilfried Kaffenberger	Non-standing Director	BOD	Nov. 18, 2006 (re-elected)
David Yeung	Non-standing Director	BOD	Nov. 18, 2006 (re-elected)
Paul Chen	Outside Director	Outside director nominating committee	Nov. 18, 2006 (re-elected)
Varun Bery	Outside Director	Outside director nominating committee	Mar. 23, 2007 (re-elected)
Park Sung-kyou	Outside Director	Outside director nominating committee	Nov. 18, 2006 (re-elected)
Kim Sun-woo	Outside Director	Outside director nominating committee	Nov. 18, 2006 (re-elected)
Peter Whang	Non-standing Director	BOD	Mar. 24, 2006
Steven J. Schneider	Outside Director	Outside director nominating committee	Mar. 24, 2006
Afshin Mohebbi	Outside Director	Outside director nominating committee	Mar. 24, 2006

l Outside Director Nominating Committee (As of March 31, 2007)

Name	Position	Remark
Kim Sun-woo	Outside Director	Chairman of the Outside Director Nominating Committee
Paul Chen	Outside Director	—
Wilfried Kaffenberger	Non-standing Director	—

l President/Officers Compensation Committee (As of March 31, 2007)

– President Compensation Committee

Name	Position	Remark
David Yeung	Non-standing Director	Chairman of the President Compensation Committee
Wilfried Kaffenberger	Non-standing Director	—
Varun Bery	Outside Director	—
Paul Chen	Outside Director	—

25

– Officers Compensation Committee

Name	Position	Remark
Park Byung-moo	Representative Director	Chairman of the Officers Compensation Committee
David Yeung	Non-standing Director	—
Wilfried Kaffenberger	Non-standing Director	—
Varun Bery	Outside Director	—
Paul Chen	Outside Director	—

l Executive Committee (As of March 31, 2007)

Name	Position	Remark
Park Byung-moo	Representative Director	Chairman of the Executive Committee
Wilfried Kaffenberger	Non-standing Director	—
Peter Whang	Non-standing Director	—
Varun Bery	Outside Director	—
Afshin Mohebbi	Outside Director	—
Steven Schneider	Outside Director	—

l Audit Committee (As of March 31, 2007)

Name	Position	Experience
Park Sung-kyou	Chairman of Audit Committee (Outside Director)	Member of the Korean Institute of Communication Sciences
Kim Sun-woo	Member of Audit Committee (Outside Director)	Standing Director, Okedongmu Children in Korea
Peter Whang	Member of Audit Committee (Non-standing Director)	Managing Director, AIGGIC Korea LTD.

B) Executive compensation

l Compensation for directors (including outside directors) and Audit Committee members

(Unit: KRW)

			Ceiling amount of		Average amount per
	Total amount paid		compensation		person
Director		493,944,168		2,000,000,000		164,648,056
Outside director		47,713,500				11,928,375
Member of Audit
Committee		34,642,500				11,547,500

Note 1) Total amount paid and average amount per person include allowances for retirement payment for the first quarter of 2007. The amount paid to retired directors is included in the total amount paid, but not included in the average amount per person. The amount of KRW 2,000,000,000 is the ceiling amount of compensation for directors for the fiscal year 2007, which was approved at the Company’s Annual General Meeting of Shareholders on March 23, 2007.

26

l Granting of the stock option rights (As of March 31, 2007)

– The cumulative number of stock option rights that have been granted: 21,082,295

– The cumulative number of stock option rights that have been cancelled: 9,130,364

– The cumulative number and type of stock option rights to be exercised: 11,951,931 common shares

C) Directors and Officers Insurance (As of March 31, 2007)

(Unit: KRW billion)

	Premiums paid
		Accumulated
		(including premiums
	1Q 2007	paid in 1Q 2007)	Coverage limit
Directors and Officers Insurance	0.29	5.61	50.0

27

2. Affiliated Companies (As of March 31, 2007)

28

VI. Information Regarding Shareholders

     1. Ownership Structure

A) Largest Shareholder(s)

(As of March 31, 2007)

Description	Type of Stock	Number of Shares		Ownership
AIF II NT, Ltd.	Common share		19,228,125		8.18	%
SSB-AOF NT, Ltd.	Common share		12,360,937		5.26	%
Total			31,589,062		13.44	%

B) Major shareholders with 5% or more shareholding

(As of March 31, 2007)

		Number of Common
Description	Type of Stock	Shares		Ownership
Newbridge Asia HT, L.P.	Common share		24,767,899		10.54	%
AIF II NT, Ltd.	Common share		19,228,125		8.18	%
Mirae Asset Investment Management Co, Ltd	Common share		16,458,425		7.00	%
SSB-AOF NT, Ltd.	Common share		12,360,937		5.26	%
Total	Common share		72,815,386		30.98	%

C) Distribution of shareholders

(As of December 31, 2006)

Type of			% of Total		No. of Shares
Shareholder	No. of Shareholders		Shareholder Number		Owned		Ownership
Minor		88,344		99.98		104,559,585		45.02	%
Largest		2		0.00		31,589,062		13.60	%
Others		16		0.02		96,097,244		41.38	%
Total		88,362		100.0		232,245,891		100.0	%

Note 1) The above figures are based on the status of shareholder distribution compiled by Korea Securities Depository (‘KSD’).

2. Information on shares and share certificates

l	Articles of Incorporation (dated March 24, 2006)
	Article 4. Public Notices

29

Public notices of the Company shall be made by publishing them in “The Seoul Shinmun” (or its successor in case of merger or change of name. hereinafter, the same), a daily newspaper published in Seoul, Korea. <Amended on October 1, 1999, March 24, 2006>

Article 8. Class of Shares and Denomination of Share Certificates

The shares issued by the Company shall be registered common shares, registered preferred shares, registered convertible shares, and registered redeemable shares, which shall be represented by share certificates in eight (8) denominations: One (1), Five (5), Ten (10), Fifty (50), One Hundred (100), Five Hundred (500), One Thousand (1,000) and Ten Thousand (10,000) share(s). <Amended on March 23, 2001, March 24, 2006>

Article 9. Preemptive Rights

 Each shareholder of the Company shall have a preemptive right to subscribe for any new shares to be issued by the Company in proportion to its shareholding ratio.

‚ If any shareholder waives or forfeits its preemptive rights, or if any fractional number of shares(“odd shares”) is created in the course of allotting of such new shares, then such shares waived or forfeited or the odd shares shall be disposed in accordance with by resolution of the Board of Directors of Company. <Amended on August 28, 1999>

ƒ Notwithstanding the provisions of the foregoing Paragraph , the Company may, by resolution of the Board of Directors, allocate such new shares to any persons, including persons other than existing shareholders <Amended on August 28, 1998>;

1.	If new shares are subscribed by the public pursuant to the Securities and Exchange Act;
2.	If new shares are offered to the public in the form of an increase of paid-in capital by means of a general public offer pursuant to a resolution of the Board of Directors, in accordance with the Securities and Exchange Act;
3.	If new shares are allotted to members of employee shareholders association in accordance with the relevant provisions of the Securities and Exchange Act; <Amended on April 28, 1998>
4.	If new shares are issued in the form of depositary receipts (DR) in accordance with the Securities and Exchange Act;
5.	<Deleted March 30, 1998>;
6.	If new shares are issued to any person exercising stock option rights conferred pursuant to Article 189-4 of the Securities and Exchange Act <Inserted on February 26, 1999.>;
7.	If new shares are issued to a foreign telecommunications company or a foreign financial/investment institution that has completed the foreign investment procedures for the purpose of strategic alliance in relation to the business. <Inserted on October 1, 1999.>

30

8. If new shares are issued to domestic/overseas investors or the employees or officers of the Company up to an amount not exceeding 50% of the then current total issued and outstanding shares of the Company for the purpose of realizing the Company’s business objectives, including, but not limited to, improving its financial structure and entering into new business areas. <Inserted on Mar. 26, 2004, amended on Mar. 26, 2004>

„ <Deleted on October 21, 2003>

… In case the Company issues new shares through right issues, bonus issues and stock dividends, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares are issued for purposes of distribution of dividends for such new shares.

Article 13. Closure of Shareholders Register and Setting of Record Date

 The Company shall suspend alteration of entries in the register of shareholders, registration of pledges, creation and cancellation of trust property for one month, commencing from the day following the last day closing of each accounting period.

‚ The Company shall entitle every shareholder on its shareholders list as of the last day of each fiscal year to vote at the meeting of the annual ordinary general shareholders meeting held for such fiscal year.

ƒ The Company may suspend alteration of entries in the register of shareholders for a period not exceeding three (3) months or set a record date when necessary for convening an extraordinary general meeting of shareholders or for other reasons, in accordance with a resolution of the board of directors. The Company may suspend the alteration of entries in the registry of shareholders and at the same time set a record date, when considered necessary by the board of directors.

„ The Company shall give public notice of the period and dates referred to in preceding Paragraph (3) at least two weeks in advance of the commencement of the period and of the occurrence of such date.

Article 17. Types and Time for Convening Shareholders Meetings

 The general meeting of shareholders of the Company shall consist of ordinary general meetings and extraordinary general meetings.

‚ The general meeting shall be held within three (3) months after the closing of each fiscal year. An extraordinary general meeting shall be held whenever it is considered necessary.

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Article 43. Fiscal Year

The fiscal year of the Company shall begin on the first (1) day, of each year and end on the thirty-first (31st) day of December of the same year.

l Transfer agent of the Company : Korea Securities Depository (Tel : +822 3774-3000)

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VII. Information on Directors, Officers & Employees

     1. Directors and Officers (as of May 15, 2007)

		No. shares
Name	Position	owned
Park Byung-moo	Representative Director and CEO		65,000
David Yeung	Non-standing Director	—
Wilfried Kaffenberger	Non-standing Director	—
Paul Chen	Non-standing Director	—
Varun Bery	Non-standing Director	—
Steven J. Schneider	Non-standing Director	—
Afshin Mohebbi	Non-standing Director	—
Peter Whang	Member of Audit Committee	—
Park Sung-Kyou	Member of Audit Committee	—
Kim Sun-woo	Member of Audit Committee	—
Kim Tae-hyun	Chairman	—
Dominic A. Gomez	Senior Executive Vice President & Chief Operating Officer	—
Janice Lee	Senior Executive Vice President & Chief Financial Officer	—
Kim Jin-ha	Senior Executive Vice President & Head of hanaTV Biz. Div.		14,647
Eric Choi	Senior Executive Vice President & Head of Sales/Channel Div.	—
Hong Soon-man	Senior Executive Vice President & Head of New Corporate Biz. TF		4,200
Mark D. Pitchford	Senior Executive Vice President & Head of Marketing Div.	—
Shin Kyu-shik	Senior Executive Vice President & Head of Corporate Business Div.		9,000
Chang Young-bo	Executive Vice President & Head of Finance HQ	—
Matt Ki Lee	Executive Vice President & Senior Executive Vice President of Hanaro RD&M Co., Ltd.	—
Park Chong-hoon	Executive Vice President & Head of External Collaboration HQ	—
Marshall J. Cochrane	Executive Vice President & Head of SCM HQ	—
Jeun Sang-jin	Executive Vice President & Head of Communications HQ		649
Oh Sang-hwan	Senior Vice President & Head of Business Alliance Unit	—

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		No. shares
Name	Position	owned
Choi Myung-hun	Senior Vice President & Head of Chungcheong Br.	—
Kim Yeon-ho	Senior Vice President & Head of Subuk Br.	—
Ko Myung-joo	Senior Vice President & Head of HR HQ	—
Rhee Baeky	Senior Vice President & Representative Director of Hanaro TeleSales Inc.	—
Cho Young-wan	Senior Vice President & Representative Director of Hanaro CS Inc.		5,934
Lee Seung-seog	Senior Vice President & Head of Technology Plan Unit		1,055
Jun Byung-hoon	Senior Vice President & Head of Kangnam Br.		1,500
Park Chan-woong	Senior Vice President & Head of Network Technology Unit		1,000
Park Gab-jae	Senior Vice President & Head of Corporate Sales Unit 2	—
Chae Chung-sik	Senior Vice President & Head of Ops Support Unit	—
Park Min-hyok	Senior Vice President & Head of Busan Br.	—
Youn Taek-hyun	Senior Vice President & Head of Technology Div. of hanaromedia Inc.	—
Kim Sung-yong	Senior Vice President & Head of Contents HQ of hanaromedia Inc.	—
Lee Tae-gyu	Senior Vice President & Channel Transformation Unit	—
Kang Ki-sun	Vice President & Senior Vice President of Hanaro RD&M Co., Ltd.		6,488
Chung Hyung-jae	Vice President & Head of Sunam Br.	—
Nam Gye-in	Vice President & Head of Kangbuk Br.	—
Lee In-gyu	Vice President & Head of Channel Planning Team		15,000
Sohn Yi-hang	Vice President & Representative Director of Hanaro Seoul Customer Service Inc.	—
Park Young-kun	Vice President & Head of Corporate Sales Unit 1	—
Lee Sang-heon	Vice President & Head of GR Unit	—
Park Tae-young	Vice President & Head of Policy Plan Unit		2,221
Jeon Joong-in	Vice President & Head of Corporate Business Unit		2,300
Yang Seung-cheon	Vice President & Head of Kyungbuk Br.	—
Kim Ki-tae	Vice President & Head of Internal Audit Unit	—
Lee Byeong-min	Vice President & Head of Honam Br.	—
Han In-kun	Vice President & Head of Corporate Mgmt Unit	—
Jung Yong-ho	Vice President & Head of Solution Business Unit		5,000

Note) The number of shares owned is as of March 31, 2007.

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2. Employees (As of March 31, 2007)

(Unit: Number of employee, KRW thousand)

									Average
	Management						Total Salaries in		Salaries in
Description	Staff		Others		Total		1Q07		1Q07
Male		1,350		47		1,397		25,434,659		18,233
Female		89		66		155		1,570,071		10,129
Total		1,439		113		1,552		27,004,729		17,400

3. Trade Union (As of March 31, 2007)

Description	Details
Eligible for membership		1,267
Registered members		1,211
Standing members		5
Affiliation	Federation of Korean Trade Unions
Others	—

VIII. Transactions with Related Parties

1. Transactions with largest shareholders

A) Loan

(Unit: KRW billion)

		1Q 2007 balance
		Beginning						Ending
		(as of Dec.						(as of Mar.
Company	Relation	31, 2006)		Increase		Decrease		31, 2007)
hanaromedia Inc.	Affiliated company		15		10		25		—
Total			15		10		25		—

B) Provision of collateral

(Unit: KRW billion)

		1Q 2007 balance
		Beginning						Ending
		(as of Dec.						(as of Mar.
Company	Relation	31, 2006)		Increase		Decrease		31, 2007)
hanaromedia Inc.	Affiliated company		—		130		—		130
Total			—		130		—		130

Note) The provision of collateral for loans to hanaromedia was approved by the Company’s board of directors on February 28, 2007. The collateral will be provided for the claim secured with the ceiling of 120~130% of the loan balance which amounts to KRW 100 billion.

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- Events subsequent to the balance sheet date

The provision of collateral for loans to Hanaro CS Inc. and 4 subsidiaries was approved by the Company’s board of directors on April 27, 2007. The collateral will be provided for the claim secured with the ceiling of 130% of the loan balance which amounts to KRW 15 billion. No collateral was provided as of May 15, 2007.

(Unit: KRW billion)

Company	Relation	Ceiling of collateral	Remark
Hanaro CS Inc., Hanaro Seoul CS Inc., Hanaro Pusan CS Inc., Hanaro Gwangju CS Inc. and Hanaro Metro CS Inc.	Affiliated company	19.5	KRW 3 billion off financing for each company

C)	Debt guarantee
	Lessee: hanaromedia Inc. (affiliated company)
	Lessor: to be decided
	Total amount of debt guarantee: KRW 90 billion
	Guarantee period: up to 48 months
	Date of BOD resolution: June 22, 2006
	The debt guarantee is related to equipment lease for the business of hanaromedia. As of March 31, 2007, no actual borrowings were made under this guarantee.

D) Disposal of equity investments

(Unit: KRW billion)

			1Q 2007 balance
			Beginning			Ending
			(as of Dec.			(as of Mar.
Company	Relation	Type	31, 2006)	Net change		31, 2006)		Reference
Hanaro CS Inc.	Affiliated company	Common shares	—		2.2		2.2
Hanaro TeleSales Inc.	Affiliated company	Common shares	—		0.5		0.5
Total			—		2.7		2.7

2. Transactions with other related parties

A)	Provision of Security for Members of the Employee Stock Ownership Association
	The Company’s board of directors approved to provide its time deposit up to KRW 20 billion as collateral in order to encourage members of the Employee Stock Ownership Association to contribute money to the Association, which will be used to purchase the Company’s shares in the market. Under this approval, the Company pledged its time deposit of KRW 11.1 billion as of March 31, 2007.

IX. Attachments

     Not applicable.

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X. Other Matters

     1. Material developments in disclosed events (as of May 15, 2007)

Date	Title	Details	After Disclosure
February 22, 2006	Plan for delisting from NASDAQ/deregistration from the SEC	Through a resolution of the Board of Directors, the Company has decided to pursue deregistration from the SEC and delisting of Depository Receipts on NASDAQ after the relevant law of the United States is enacted.	The delisting/deregistration will be pursued when the SEC Rule 12h-6 comes into effect on June 4, 2007.
May 12, 2006	Business plan for TV-Portal service of hanarotelecom	- The Company expects TV-Portal revenue of KRW 5 billion, KRW 70~80 billion and KRW 200 billion for 2006, 2007 and 2008, respectively, with subscriber target of 250,000, 1 million and 1.5 million subscribers for 2006, 2007 and 2008, respectively (Figures for 2008 are estimated on the assumption that regulations on the IP-TV business and that a full-fledged IP-TV service is provided.) - - Expected revenue of TV-Portal service was calculated based on expected monthly fees and the subscriber target that hanarotelecom will likely achieve if the Company undertakes marketing activities mainly targeting its broadband subscribers. The revenue may change depending on the actual number of TV-Portal subscribers.	The Company launched the commercial hanaTV service on July 24, 2006. As of December 31, 2006, about 200,000 subscribers signed up for the service, and revenues reached about KRW 1.2 billion. As of the end of March 2007, the Company posts about 380,000 activated subscribers.
February 15, 2007	2007 Business Plan	- Revenues: a 5~8% increase from KRW 1,723.3 billion for 2006 - EBITDA: a 5~8% increase from KRW 535.5 billion for 2006 - CAPEX: KRW 330 billion ~ KRW 340 billion	The Company is currently undertaking its business operations for the fiscal year 2007. Any changes or announcements in the future will be disclosed through filing.

2. Summary of Shareholders’ Meeting

Date	Agenda	Resolution
The 10th AGM (March 23, 2007)	Approval of the Financial Statements for 2006	Approved (No dividend)
	Appointment of an Outside Director	Approved - - 1 outside director
	Approval of the Ceiling Amount of Compensation for Directors for 2007	Approved
	Approval of Grant of Stock Option Rights	Approved - - A total of 2,294,400 shares granted to 369 officers and employees

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3. Contingent liabilities

As of March 31, 2007, the Company is a defendant in 6 lawsuits claiming damages for payments amounting to KRW 1,944 million and is a plaintiff in 4 lawsuits claiming for payments amounting to KRW 9,192 million. The final outcome of the above lawsuits cannot presently be determined. However, management believes that the ultimate disposition of those litigations will not have a materially adverse impact on the operations or financial position of the Company.

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The following exhibits were filed as part of the Report submitted to the Financial Supervisory Commission in Korea.

List of Exhibits

Exhibit A Independent Accountants’ Review Report

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