0001193125-14-305567.txt : 20140812 0001193125-14-305567.hdr.sgml : 20140812 20140812060832 ACCESSION NUMBER: 0001193125-14-305567 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140812 DATE AS OF CHANGE: 20140812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC OF KOREA CENTRAL INDEX KEY: 0000873465 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-180273-01 FILM NUMBER: 141032365 BUSINESS ADDRESS: STREET 1: 88 KWANMOON-RO STREET 2: KWACHUN-SHI, KYUNGGI-DO CITY: REPUBLIC OF KOREA STATE: M5 ZIP: 427725 BUSINESS PHONE: 8225039267 MAIL ADDRESS: STREET 1: 88 KWANMOON-RO STREET 2: KWACHUN-SHI, KYUNGGI-DO CITY: REPUBLIC OF KOREA STATE: M5 ZIP: 427725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPORT IMPORT BANK OF KOREA CENTRAL INDEX KEY: 0000873463 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-180273 FILM NUMBER: 141032366 BUSINESS ADDRESS: STREET 1: 460 PARK AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10005 POS AM 1 d774436dposam.htm POST-EFFECTIVE AMENDMENT NO. 9 TO REGISTRATION STATEMENT POST-EFFECTIVE AMENDMENT NO. 9 TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 12, 2014

Registration Statement No. 333-180273

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

 

POST-EFFECTIVE AMENDMENT NO. 9

TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

 

 

THE EXPORT-IMPORT BANK OF KOREA

(Name of Registrant)

 

 

THE REPUBLIC OF KOREA

(Co-Registrant and Guarantor)

 

 

Names and Addresses of Authorized Representatives:

 

Kyung-taek Shin

Or Seho Yang

Duly Authorized Representatives

in the United States of

the Export-Import Bank of Korea

460 Park Avenue, 8th Floor

New York, New York 10022

   

Suk-Kwon Na

Duly Authorized Representative

in the United States of

The Republic of Korea

335 East 45th Street

New York, New York 10017

 

 

Copies to:

Jinduk Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

37th Floor, Hysan Place

500 Hennessey Road, Causeway Bay

Hong Kong

 

 

The securities registered hereby will be offered on a delayed or continuous basis pursuant to the procedures set forth in Securities Act Release Nos. 33-6240 and 33-6424.

This Post-Effective Amendment No. 9 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).

 

 

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 9 to the registrant’s Registration Statement under Schedule B (File No. 333-180273), declared effective by the Securities and Exchange Commission on August 1, 2013, is being filed solely for the purpose of filing Exhibits I, J, M–3 and M-4 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. No changes or additions are being made hereby to the Prospectus which forms part of such Registration Statement.


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 11. Estimated Expenses.*

It is estimated that our expenses in connection with the sale of the debt securities, warrants and guarantees hereunder, exclusive of compensation payable to underwriters and agents, will be as follows:

 

SEC Registration Fee

   US$ 573,000   

Printing Costs

     250,000   

Legal Fees and Expenses

     450,000   

Fiscal Agent Fees and Expenses

     50,000   

Blue Sky Fees and Expenses

     50,000   

Rating Agencies’ Fees

     350,000   

Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement of certain expenses)

     600,000   
  

 

 

 

Total

   US$   2,323,000   
  

 

 

 

 

* Based on three underwritten offerings of the debt securities.

 

II-1


UNDERTAKINGS

The Registrants hereby undertake:

 

  (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

  (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

  (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (d) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (e) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser;

 

  (i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

 

  (iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

 

II-2


CONTENTS

This Registration Statement is comprised of:

 

  (1) Facing Sheet.

 

  (2) Explanatory Note.

 

  (3) Part I, consisting of the Prospectus.

 

  (4) Part II, consisting of pages II-1 to II-9.

 

  (5) The following Exhibits:

 

A-1    -    Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
B-1    -    Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
B-2    -    Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
B-3    -    Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
B-4    -    Letter of 2nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564).
B-5    -    Letter of 3rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378).
B-6    -    Form of Guarantee to be issued by The Republic of Korea.**
C    -    Form of Warrant Agreement, including form of Warrants.**
D-1    -    Consent of the Executive Director and Member of Board of Directors of The Export-Import Bank of Korea (included on page II-5).
D-2    -    Power of Attorney of the Executive Director and Member of Board of Directors of The Export-Import Bank of Korea, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-172648).
E-1    -    Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).
E-2    -    Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218).
F    -    Consent of Deloitte Anjin LLC.*
G-1    -    Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Export-Import Bank of Korea (No. 333-172648).
G-2    -    Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2).
H    -    The Export-Import Bank of Korea Act.*
I    -    The Enforcement Decree of The Export-Import Bank of Korea Act.
J    -    The Articles of Incorporation of The Export-Import Bank of Korea.
K    -    Form of Prospectus Supplement relating to The Export-Import Bank of Korea’s Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the “MTNs”), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
L    -    Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

 

II-3


M-1    -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to the Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).*
M-2    -   

Opinion (including consent) of Shin & Kim, Ace Tower, 4th Floor, 1-1/0 Soonhwa-dong, Chung-ku, Seoul 100-712, The Republic of Korea, Korean counsel to the Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.*

M-3    -   

Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to the Export-Import Bank of Korea, in respect of the legality of the Export-Import Bank of Korea’s US$500,000,000 2.375% Notes due 2019 and US$500,000,000 3.250% Notes due 2026.

M-4    -    Opinion (including consent) of Lee & Ko, 18th Floor, Hanjin Main Building, 118 Namdaemun-ro, 2-ga, Jung-gu, Seoul 100-770, The Republic of Korea, Korean counsel to the Export-Import Bank of Korea, in respect of the legality of the Export-Import Bank of Korea’s US$500,000,000 2.375% Notes due 2019 and US$500,000,000 3.250% Notes due 2026.
N-1    -    Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
N-2    -    Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).
O    -    Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

 

* Previously filed.
** May be filed by amendment.

 

II-4


SIGNATURE OF THE EXPORT-IMPORT BANK OF KOREA

Pursuant to the requirements of the Securities Act of 1933, as amended, The Export-Import Bank of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, The Republic of Korea, on the 12th day of August, 2014.

 

THE EXPORT-IMPORT BANK OF KOREA
By:  

Sung-Hwan Choi*†

  Executive Director
†By:  

/S/    JIN-SEOP KIM        

 

Jin-seop Kim

(Attorney-in-fact)

 

* Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority.

 

II-5


SIGNATURE OF THE REPUBLIC OF KOREA

Pursuant to the requirements of the Securities Act of 1933, as amended, The Republic of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, New York, on the 12th day of August, 2014.

 

THE REPUBLIC OF KOREA
By:  

KYUNG HWAN CHOI*†

  Minister of Strategy and Finance
†By:  

/S/    SUK-KWON NA        

 

Suk-Kwon Na

(Attorney-in-fact)

 

* Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority.

 

II-6


SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE EXPORT-IMPORT BANK OF KOREA

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Export-Import Bank of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 12th day of August, 2014.

 

†By:  

/S/    KYUNG-TAEK SHIN        

  Kyung-taek Shin
  New York Representative Office
  The Export-Import Bank of Korea

 

II-7


SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE EXPORT-IMPORT BANK OF KOREA

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Export-Import Bank of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 12th day of August, 2014.

 

†By:  

/S/    SEHO YANG        

  Seho Yang
  New York Representative Office
  The Export-Import Bank of Korea

 

II-8


SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE REPUBLIC OF KOREA

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Republic of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 12th day of August, 2014.

 

†By:  

/s/    Suk-Kwon Na        

  Suk-Kwon Na
  Financial Attaché
  Korean Consulate General in New York

 

II-9


EXHIBIT INDEX

 

A-1

  -    Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-1

  -    Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-2

  -    Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-3

  -    Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-4

  -    Letter of 2nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564).

B-5

  -    Letter of 3rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378).

B-6

  -    Form of Guarantee to be issued by The Republic of Korea.**

C

  -    Form of Warrant Agreement, including form of Warrants.**

D-1

  -    Consent of the Executive Director and Member of Board of Directors of The Export-Import Bank of Korea (included on page II-5).

D-2

  -    Power of Attorney of the Executive Director and Member of Board of Directors of The Export-Import Bank of Korea, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-172648).

E-1

  -    Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).

E-2

  -    Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218).

F

  -    Consent of Deloitte Anjin LLC.*

G-1

  -    Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Export-Import Bank of Korea (No. 333-172648).

G-2

  -    Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2).

H

  -    The Export-Import Bank of Korea Act.*

I

  -    The Enforcement Decree of The Export-Import Bank of Korea Act.

J

  -    The Articles of Incorporation of The Export-Import Bank of Korea.

K

  -    Form of Prospectus Supplement relating to The Export-Import Bank of Korea’s Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the “MTNs”), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

L

  -    Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

M-1

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to the Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).*

M-2

  -    Opinion (including consent) of Shin & Kim, Ace Tower, 4th Floor, 1-1/0 Soonhwa-dong, Chung-ku, Seoul 100-712, The Republic of Korea, Korean counsel to the Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.*

M-3

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to the Export-Import Bank of Korea, in respect of the legality of the Export-Import Bank of Korea’s US$500,000,000 2.375% Notes due 2019 and US$500,000,000 3.250% Notes due 2026.


M-4

  -    Opinion (including consent) of Lee & Ko, 18th Floor, Hanjin Main Building, 118 Namdaemun-ro, 2-ga, Jung-gu, Seoul 100-770, The Republic of Korea, Korean counsel to the Export-Import Bank of Korea, in respect of the legality of the Export-Import Bank of Korea’s US$500,000,000 2.375% Notes due 2019 and US$500,000,000 3.250% Notes due 2026.

N-1

  -    Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

N-2

  -    Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

O

  -    Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

 

* Previously filed.
** May be filed by amendment.
EX-99.(I) 2 d774436dex99i.htm EX-99.(I) EX-99.(I)

Exhibit I

THE ENFORCEMENT DECREE OF THE EXPORT-IMPORT BANK OF KOREA ACT

Presidential Decree No.4099, Oct. 6, 1969

Amended by Presidential Decree No.7561, Feb. 28, 1975

Presidential Decree No.12091, Mar. 9, 1987

Presidential Decree No.12603, Dec. 31, 1988

Presidential Decree No.13870, Mar. 6, 1993

Presidential Decree No.14438, Dec. 23, 1994

Presidential Decree No.15750, Apr. 1, 1998

Presidential Decree No.15904, Oct. 2, 1998

Presidential Decree No.16743, Mar. 4, 2000

Presidential Decree No.17020, Dec. 27, 2000

Presidential Decree No.18824, May. 13, 2005

Presidential Decree No.19422, Mar. 29, 2006

Presidential Decree No.19551, Jun. 29, 2006

Presidential Decree No.20720, Feb. 29, 2008

Presidential Decree No.20827, Jun. 20, 2008

Presidential Decree No.21449, Apr. 30, 2009

Presidential Decree No.22220, Jun. 28, 2010

Presidential Decree No.24088, Sep. 7, 2012

Presidential Decree No.24441, Mar. 23, 2013

Presidential Decree No.25312, Apr. 21, 2014

CHAPTER I. CAPITAL CONTRIBUTION

<Amended by Presidential Decree No. 20827, Jun. 20, 2008>

Article 1 (Capital Contribution)

The government portion of the capital contribution prescribed in Article 4 of the Export-Import Bank of Korea Act (hereinafter referred to as the “Act”) shall be made in cash by annual installments: provided, however, that a part of the capital contribution may be made in kind, if necessary. [This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

CHAPTER II. REGISTRATION

<Amended by Presidential Decree No. 20827, Jun. 20, 2008>

Article 2 (Registration of Establishment)

The following matters shall be stated in the registration of establishment of the Export-Import Bank of Korea (hereinafter referred to as the “Export-Import Bank”) in accordance with Article 6 of the Act:

 

1. Purpose;

 

2. Name;

 

3. Location of the head office;

 

4. Capital;

 

5. Total amount of the paid-in capital;

 

6. Method of capital contribution;

 

7. Names and addresses of executive officers; and

 

8. Method of public notice.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


Article 3 (Registration of New Branches and Sub-branches)

 

(1) Where the Export-Import Bank establishes branches or sub-branches, the Export-Import Bank shall register the relevant matters according to the classification of the following subparagraphs: <Amended by Presidential Decree No.21449, Apr. 30, 2009>

 

  1. The fact of such establishment, at the location of its head office within two weeks;

 

  2. The particulars prescribed in Article 2, at the location of each newly established branch or sub-branch within three weeks; and

 

  3. The fact of such establishment, at the location of branches or sub-branches other than those prescribed in subparagraph 2 above within three weeks.

 

(2) If branches or sub-branches are newly established within the jurisdiction of the registry office governing the head office or an existing branch or sub-branch, the Export-Import Bank shall register only the fact of such establishment within two weeks.

[<This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 4 (Registration of Change of Location)

 

(1) Where the Export-Import Bank moves its head office to another location, the Export-Import Bank shall register the fact of such change of location within two weeks.

 

(2) Where the Export-Import Bank moves its branch or sub-branch to another location, the Export-Import Bank shall register the fact of such change of location, at the original location within three weeks, and at the new location within four weeks with the particulars mentioned in each Subparagraph of Article 2. : <Amended by Presidential Decree No. 21449, Apr. 30, 2009>

 

(3) If the movement of a branch or sub-branch is made within the jurisdiction of the same registry office governing such branch or sub-branch, the Export-Import Bank shall register only the fact of such movement within two weeks.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 5 (Registration of Change)

If any change has occurred in any of the particulars mentioned in Article 2, such change shall be registered within two weeks at the location of the head office, and within three weeks at the locations of branches or sub-branches. <Amended by Presidential Decree No. 21449, Apr. 30, 2009>

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 6 (Registration of Appointment of Agent)

If an agent is appointed pursuant to Article 15 of the Act, the following particulars shall, within two weeks following the appointment, be registered at the location of the head office, branches or sub-branches for which the agent is appointed. If any change occurs after the registration, such change shall be registered in the same manner:

 

1. Name and address of the agent;

 

2. Head office, branches or sub-branches for which the agent is appointed; and

 

3. Details of restrictions, if any, on the powers of the agent.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 7 Deleted. <by Presidential Decree No. 12091, Mar. 9, 1987>

Article 8 (Reckoning Period of Registration)

If any authorization or approval of the Minister of Strategy and Finance is required for registration of any matters prescribed in Articles 2 through 6, the registration period shall be reckoned from the date when the relevant written authorization or approval is delivered.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


Article 9 (Registry Office)

 

(1) The competent registry offices for the Export-Import Bank’s registration shall be the district courts, their branch offices or registry offices which exercise jurisdiction over the locations of the head office, branches or sub-branches.

 

(2) The registry office shall make available to the public the register of the Export-Import Bank.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 10 (Applicants for Registration and Supporting Documents for Application)

The registration of establishment pursuant to Article 2 shall be applied for collectively by the organizing members, and the registrations pursuant to Articles 3 through 6 shall be applied by the president of the Export-Import Bank. Applications thereof shall be accompanied by the following documents:

 

1. For the registration of the establishment pursuant to Article 2, the articles of incorporation of the Export-Import Bank, the certified copy of the authorization on the articles of incorporation, the certificate by the Minister of Strategy and Finance proving that the first installment for capital contribution has been completed, and the certificate for the appointment of the president of the Export-Import Bank pursuant to Article 11 (1) of the Act;

 

2. For the registration of the establishment of the new branches or sub-branches referred to in Article 3, the certificate that proves the establishment of such branches or sub-branches;

 

3. For the registration of the change of locations of the head office, branches or sub-branches referred to in Article 4, the certificate that proves such relocation;

 

4. For the registration of change prescribed in Article 5, the certificate that proves such change; and

 

5. For the registration of appointment of an agent as specified in Article 6, the certificate proving that the appointment is made pursuant to the provisions of Article 15 of the Act, and in the case there being restrictions on the powers of an agent, the certificate that proves it accordingly.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 11 (Provisions to be Applied Mutatis Mutandis on Registration)

The relevant provisions in the Non-Contentious Case Litigation Procedure Act shall, unless otherwise prescribed by this Decree, apply mutatis mutandis to the registration of the Export-Import Bank.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 12 (Public Notice of Registration of Establishment)

As soon as the Export-Import Bank completes the registration of establishment pursuant to Article 2, it shall publicly announce such registration.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

CHAPTER II-2. OPERATING COMMITTEE

Article 12-2 (Composition of Operating Committee) <Amended by Presidential Decree No. 22220, Jun. 28, 2010 and 24441, Mar. 23, 2013>

 

(1) The Operating Committee (hereinafter referred to as the “Committee”) shall be composed of the following members:

 

  1. The president of the Export-Import Bank;

 

  2. One person whom the Minister of Strategy and Finance, the Minister of Foreign Affairs, the Minister of Trade, Industry and Energy, the Minister of Land, Infrastructure and Transport, the Minister of Oceans and Fisheries, and the Chairman of the Financial Services Commission designate respectively amongst public officials under the control of them;


  3. One person whom the Governor of the Bank of Korea and the Chairman of the Korea Federation of Banks established with permission of the Financial Services Commission under the provisions of Article 32 of the Civil Act designate respectively amongst their executive officials or directors;

 

  4. One person whom the Minister of Trade, Industry and Energy designates amongst representatives of exporters’ organizations after consultation with the Minister of Knowledge Economy;

 

  5. One person whom the president of the Korea Trade Insurance Corporation under the Trade Insurance Act designates amongst executive officials of the Corporation; and

 

  6. Two or less persons whom the Minister of Strategy and Finance designates upon recommendation by the president of Export-Import Bank who have extensive knowledge and experience in international economic cooperation.

 

(2) When the Committee deliberates any matter related to another ministry whose public official is not a member of the Committee provided in paragraph (1)2 above, the chairman of the Committee may request a public official nominated by the minister of that another ministry to attend and express his/her opinion at the meeting of the Committee.

 

(3) The term of office of the member of paragraph (1)4 above shall be three years and the term of office of the member of paragraph (1)6 above shall be two years.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 12-3 (Chairman)

 

(1) The president of the Export-Import Bank shall be the chairman of the Committee.

 

(2) Where the chairman may not perform his/her duties due to inevitable reasons, one of the members of the Committee shall act for the chairman, in the order of priority designated in advance by the chairman.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 12-4 (Meetings)

 

(1) Meetings of the Committee shall be called by the chairman in accordance with the provisions of the articles of incorporation of the Export-Import Bank.

 

(2) The chairman shall call a meeting without delay when a majority of all the members of the Committee or the auditor requests that a meeting be held.

 

(3) Attendance by a majority of all the members of the Committee shall constitute a quorum, and resolutions shall be adopted upon the acceptance of a majority of the members present.

 

(4) Where any member of the Committee has personal interests in a particular matter subject to the resolutions of the committee, he/she shall not exercise his/her vote on that matter.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

CHAPTER III. BUSINESS

<Amended by Presidential Decree No. 20827, Jun. 20, 2008>

Articles 13 <Type of Securities and Restriction on Investment or Guarantee>

 

(1) Type of securities subject to Article 18 (2) 2 are the following securities among securities pursuant to the subparagraphs of Article 4 (2) of Financial Investment Services and Capital Markets Act

 

  1. Debt securities

 

  2. Equity securities

 

  3. Beneficiary certificates


(2) Export-Import Bank, pursuant to Article 18 (3), shall restrict its business to investment or guarantee according to the classification of the following subparagraphs:

 

  1. For debt securities under Article 1 (1) (of Financial Investment Services and Capital Markets Act), investment and guarantee; and

 

  2. For equity securities under Article 1 (2) (of Financial Investment Services and Capital Markets Act), investment.

[This Article Newly Inserted by Presidential Decree No. 25312, Apr. 21, 2014]

Article 14 Deleted. <by Presidential Decree No. 15904, Oct. 2, 1998>

Article 15 Deleted. <by Presidential Decree No. 25312, Apr. 21, 2014>

Article 15-2 Deleted. <by Presidential Decree No. 25312, Apr. 21, 2014>

Article 16 <Overseas Guarantee of Obligations>

 

(1) “Transactions Prescribed by the Presidential Decree” under Article 18(4) shall mean any transaction that falls under any of the following: <Amended by Presidential Decree No. 22220, Jun. 28, 2010 and 25312, Apr. 21, 2014>

 

  1. Any transaction whose percentage of loan equals to or is greater than fifty percent (50%) of the total amount of loans and guarantees that the Export-Import Bank supports;

 

  2. Any transaction requested by the president of the Korea Trade Insurance Corporation under the Trade Insurance Act who has deemed that the guarantee by the Export-Import Bank is appropriate; or

 

  3. Any transaction that the president of the Korea Trade Insurance Corporation approves after consultation with the president of the Export-Import Bank who has deemed that the guarantee by the Export-Import Bank is appropriate.

 

(2) The total amount of guarantee that the Export-Import Bank may extend per year in accordance with paragraph 1 above shall not exceed 35/100 of the total amount underwritten annually by insurance in accordance with the Trade Insurance Act in respect of transactions subject to Article 18(4) of the Act. <Amended by Presidential Decree No. 22220, Jun. 28, 2010>

[This Article Newly Inserted by Presidential Decree No. 20827, Jun. 20, 2008]

Article 16-2 <Restriction on Investment in Juristic Person>

Export and Import Bank, pursuant to Article 20-2 (2), shall make investment (investment in collective investment scheme under Article 16-3 is excluded) only in the form of joint equity investment with the following juristic persons:

 

  1. Korean nationals (including the juristic persons established under the laws of the Republic of Korea);

 

  2. Foreign governments (including foreign government agency and foreign local public entities); and

 

  3. Foreign nationals (including the juristic persons established under the laws of foreign nations).

 

(2) The amount of investment made by the Export-Import Bank pursuant to Paragraph (1) above may not exceed 15/100 of collective investment property of each collective investment scheme.

[This Article Newly Inserted by Presidential Decree No. 25312, Apr. 21, 2014]

[Previous Article 16-2 Moved to Article 16-3 by Presidential Decree No. 25312, Apr. 21, 2014]


Article 16-3 (Investment in Collective Investment Scheme)

 

(1) The collective investment schemes in which the Export-Import Bank may invest pursuant to Article 20-2 (3) of the Act shall be as follows:

 

  1. Collective investment scheme established for the purpose of import and export, overseas investment, overseas business and exploitation of overseas natural resources, pursuant to Article 18 (1) of Act or overseas expansion of small and medium enterprises under Article 2 of Framework Act on Small and Medium Enterprises and middle-standing enterprises under Article 2 (1) of Special Act on the Promotion of Growth and Competitiveness Improvement for Middle-Standing Enterprises; and

 

  2. Collective investment scheme established for the purpose of making investment in overseas greenhouse gas reduction project in connection with coping with climatic changes;

 

(2) The amount of investment made by the Export-Import Bank pursuant to Paragraph (1) above may not exceed 25/100 of collective investment property of each collective investment scheme.

[This Article Newly Inserted by Presidential Decree No. 21449, April 30, 2009]

[This Article Moved from Article 16-2 by Presidential Decree No. 25312, Apr. 21, 2014]

Article 17 (Settlement of Accounts)

The documents for settlement of accounts (income statement, balance sheet and surplus disposition statement) reported pursuant to Article 35 of the Act shall have the following documents attached:

 

1. Report on the appraisal of the achievement of the operational program;

 

2. Documents annexed to the financial statements; and

 

3. Other documents necessary to clarify matters concerning the settlement of accounts.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-2 (Distribution of Profits)

Where the Minister of Strategy and Finance approves distribution of profits for capital contributors other than the Government pursuant to subparagraph 2 of Article 36 of the Act, such preferential distribution rate shall not exceed fifteen percent.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

CHAPTER III-2. STANDARDS FOR SOUND MANAGEMENT AND SUPERVISION

Article 17-3 (Definitions)

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

 

1. The term “equity capital” means the equity capital under Article 2 (1) 5 of the Banking Act;

 

2. The term “credit extension” means the credit extension under Article 2 (1) 7 of the Banking Act; and

The term “enterprise group” means the enterprise group under subparagraph 2 of Article 2 of the Monopoly Regulation and Fair Trade Act.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-4 (Supervision for Sound Management)

 

(1) The Financial Services Commission shall conduct supervision over the Export-Import Bank as referred to in Articles 17-5, and 17-7 through 17-13 below pursuant to Article 39 (2) of the Act.

 

(2) The Financial Services Commission may determine the detailed matters necessary for conducting the supervision under paragraph (1) above.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


Article 17-5 (Ceiling on Credit Extension to Same Borrower)

 

(1) The Export-Import Bank may not extend credits in excess of 80/100 of its equity capital to the same individual or juristic person, and a person belonging to the same enterprise group as such individual or juristic person (hereinafter referred to as the “same borrower”); provided, however, that the same shall not apply to any of the following cases: <Amended by Presidential Decree No. 24088, Sep. 7, 2012>

 

  1. Where an additional credit is extended to a company for which the rehabilitation procedure is under way in accordance with the Debtor Rehabilitation and Bankruptcy Act or of which the normalization of operation is in progress by joint financial institutions as a part of the adjustment of enterprise structure;

 

  2. Where an additional credit is extended to a person who underwrote a company falling under subparagraph 1 above in compliance with underwriting agreement;

 

  3. Where a ceiling on the credit extension is exceeded due to the following causes, in spite of the absence of any additional credit extension:

 

  (a) Where the amount of money converted into won currency is increased by the fluctuation of exchange rate;

 

  (b) Where the equity capital of the Export-Import Bank is decreased;

 

  (c) Where any alteration is made in the constitution of the same borrower;

 

  (d) Where any merger or any transfer or taking over of business is made among the enterprises to which credits are extended; and

 

  (e) Where there exist any compelling cause such as the sudden change in economic conditions, which is recognized by the Financial Services Commission.

 

  4. Where it is recognized that there exist no credit risks, or where it is necessary for the achievement of aims for the establishment of the Export-Import Bank, and which are recognized by the Financial Services Commission in consultation with the Minister of Strategy and Finance.

 

(2) Where a ceiling on credit extension referred to in paragraphs (1), (3) and (4) is exceeded due to such cause as provided in paragraph (1)3, such ceiling shall be adjusted to suit the ceiling as referred to paragraphs (1), (3) and (4) within one year from the date the ceiling is exceeded; provided, however, that in the following cases, the Financial Services Commission may extend such period by the period it designates:

 

  1. Where it is difficult to collect the extended credit within the said period because the deadline for the collection has yet to come;

 

  2. Where any cause falling under paragraph (1)3(a) or (b) continues to exist for a long period, and if the extended credit is collected, the stabilization of management of the person to whom such credit is extended may be noticeably impaired; and

 

  3. Where the Financial Services Commission deems that the soundness of assets of the Export-Import Bank may not be noticeably impaired even if the state of excess of the ceiling continues for a certain period of time, which is similar to any causes referred to in subparagraphs 1 and 2.

 

(3) The Export-Import Bank may not extend the credit in excess of 60/100 of its equity capital to the same individual or juristic person, respectively; provided, however, that the same shall not apply in any of the cases under paragraph 1 above.

 

(4) The total sum of a large amount of credit extension of the Export-Import Bank (referring to the amount of credit extension to the respective same borrowers in excess of 10/100 of the equity capital of the Export-Import Bank) may not exceed sixfold of its equity capital; provided, however, that the same shall not apply in any of the cases under paragraph 1 above. <Amended by Presidential Decree No. 24088, Sep. 7, 2012>

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


Article 17-6 Deleted. <by Presidential Decree No. 20827, Jun. 20, 2008>

Article 17-7 (Restriction on Investment, etc. in Other Juristic Person)

 

(1) The Export-Import Bank may not acquire stocks in excess of 15/100 of the voting stocks issued by other juristic persons (including the contribution quota; hereafter in this Article, the same shall apply); provided, however, that the same shall not apply to the following cases: <Amended by Presidential Decree No. 25312, Apr. 21, 2014>

 

  1. Where the stocks of other juristic persons are acquired in consequence of investment in the Export-Import Bank by the Government;

 

  2. Where the stocks are acquired in consequence of the stock dividends or increase of capital stocks without consideration;

 

  3. Where the stocks are acquired by the exercise of security right;

 

  4. Where the stocks are acquired by the participation in the increase of capital stocks with consideration within the scope of the existing shares in holding;

 

  5. Where the stocks are acquired in consequence of converting the stock-related claims, such as bond with warrant, into stocks;

 

  6. Where the Export-Import Bank acquires the stocks by investment in the company in which the Export-Import Bank owns the stocks in excess of 15/100 of issued voting stocks (hereinafter referred to as the “subsidiary company”) and which belongs to the business type designated by the Financial Services Commission. In this case, the total sum of investments in each subsidiary company shall not exceed 15/100 of the equity capital of the Export-Import Bank;

 

  7. Where stocks are acquired in consequence of debt-for-equity swap after company restructuring; and

 

  8. Where it is necessary to achieve the aims for the establishment of the Export-Import Bank, and which are recognized by the Minister of Strategy and Finance upon hearing opinions of the Financial Services Commission.

 

(2) The Export-Import Bank shall, in the transactions with its subsidiary companies, not conduct the following activities:

 

  1. Extending credits to its subsidiary companies in excess of the ceiling designated by the Financial Services Commission;

 

  2. Extending credits by taking the stocks of its subsidiary companies as security; and

 

  3. Extending credits in order to solicit for the purchase of the stocks of its subsidiary companies.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-8 (Restriction on Holding, etc. of Securities)

The Export-Import Bank shall not conduct the following businesses: <Amended by Presidential Decree No. 25312, Apr. 21, 2014>

 

1. Holding stocks or securities of more than three years’ maturity in excess of 60/100 of its equity capital; provided, however, that the following securities shall be excluded:

 

  (a) Bonds issued by the State;

 

  (b) Currency stabilization bonds of the Bank of Korea;

 

  (c) Securities acquired by contributions of the Government; and

 

  (d) Securities which the Export-Import Bank acquires by making such contributions or investments as approved by the Minister of Strategy and Finance under Article 20-2 (1) 1 and 3 of the Act.


2. Owning real estates other than those for business use; provided, however, that the case of acquiring the real estates by an exercise of security interest such as a mortgage shall be excluded;

 

3. Owning real estates for business use in excess of 60/100 of its equity capital;

 

4. Loaning funds for the purpose of speculation on the merchandises or securities; and

 

5. Loaning funds to the officers and employees of the Export-Import Bank and its subsidiary companies; provided, however, that the small loan designated by the Financial Services Commission shall be excluded.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-9 (Disposal of Assets for Non-Business Use, etc.)

Where the Export-Import Bank acquires through the exercise of security right any assets of which the acquisition or ownership is prohibited by this Decree, it shall dispose of them under the conditions as prescribed by the Financial Services Commission.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-10 (Building of Risk-Control System)

The Export-Import Bank shall, for the purpose of controlling various risks which are likely to occur in its overall operations, set up the adequate criteria for operational processing and procedures, and build and operate the risk-control systems such as the integrated management of assets and liabilities.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-11 (Criteria for Accounting Settlements)

The criteria for accounting settlements of the Export-Import Bank shall be based on the accounting rules of banking business determined by the Securities and Futures Commission in accordance with the Act on the Establishment, etc. of Financial Services Commission and on the bank-related accounting standards determined by the Financial Services Commission, and those matters which are not determined by these rules and standards shall be based on the enterprise accounting standards.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-12 (Scope of Supervision over Soundness)

The supervision and inspection on soundness by the Financial Services Commission shall be conducted only with respect to the matters which are not subject to the accounting inspection under Article 22 of the Board of Audit and Inspection Act and the supervision of duties under Article 24 of the same Act.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 17-13 (Guidance of Sound Management)

 

(1) The Export-Import Bank shall, in order to secure the soundness of asset operating, observe the criteria as provided by the Financial Services Commission in regard to the matters of the following subparagraphs:

 

  1. Classification of the soundness of possessing assets, and the reservation and maintenance of adequate allowance for bad debts;

 

  2. Maintenance of equity capital ratio for the risk-aggravating assets under the criteria of the Bank for International Settlements;

 

  3. Maintenance of the ratio of liquidity assets on foreign currency to the liquidity debts on foreign currency;

 

  4. Construction and operation of the risk control systems for efficient management of possessed assets and debts; and

 

  5. Observation of laws and regulations on the soundness of assets operation.

 

(2) Where the Financial Services Commission deems that the soundness of management of the Export-Import Bank may be severely impaired by a failure to meet the standards of sound management under this Chapter, it may request that the Export-Import Bank take necessary measures to correct it after consultation with the Minister of Strategy and Finance.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


CHAPTER IV. EXPORT-IMPORT FINANCING DEBENTURES

Article 18 Deleted. <by Presidential Decree No. 19551, June 29, 2006>

Article 19 (Form of Export-Import Financing Debentures)

Export-import financing debentures shall be issued in the form of “bearer”; provided, however, that at the request of applicants for subscription or holders, the form of “bearer” may be converted to the form of “registered”, and vice versa.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 20 (Subscription to Export-Import Financing Debentures)

 

(1) Anyone intending to subscribe to export-import financing debentures shall indicate on each sheet the number of debentures by denomination which he/her intends to underwrite and his/her address on two copies of the application form for export-import financing debentures, and he/her shall sign and seal thereto.

 

(2) The following shall be stated in the application form for export-import financing debentures:

 

  1. Name of the Export-Import Bank;

 

  2. Total amount of export-import financing debentures to be issued;

 

  3. Face value by denomination of export-import financing debentures;

 

  4. Interest rates of export-import financing debentures;

 

  5. Method and period of redemption of the principal;

 

  6. Method and period of payment of interest;

 

  7. Issuing price or minimum price of export-import financing debentures;

 

  8. Total amount of the capital plus reserves of the Export-Import Bank; and

 

  9. In the case of repayment for the foregoing issuance of export-import financing debentures being still pending, the total amount outstanding.

 

(3) Where export-import financing debentures are issued at a fixed minimum price, the applicant for subscription shall specify the subscription price at which he/she intends to apply for subscription on the application form for export-import financing debentures.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 21 (Total Underwriting of Export-Import Financing Debentures)

The provisions of Article 20 shall not apply to underwriting by contract of the total amount of the export-import financing debentures issued.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 22 (Total Amount of Export-Import Financing Debentures Issued)

The Export-Import Bank may indicate on the application form for export-import financing debenture subscription that the Export-Import Bank shall issue the export-import financing debentures concerned even if the total amount subscribed to in the said application form falls short of the total amount of the issue specified on the said application form, and, in such cases, the amount of the subscription shall be regarded as the total amount of the issue.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]


Article 23 (Collection of Subscribed Value of Export-Import Financing Debentures)

The Export-Import Bank shall collect the total amount of the subscribed value for each export-import financing debentures without delay upon the completion of the application for subscription of the export-import financing debentures.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 24 (Issuing Time for Debentures)

The Export-Import Bank shall issue export-import financing debentures only after the total amount of the subscribed value is paid; provided, however, that the exceptions shall apply under Article 26.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 25 (Matters to be Specified in Export-Import Financing Debentures)

Debentures shall bear the serial number, the issuing date, and matters prescribed in Article 20 (2) 1 through 6 and shall be signed and sealed by the president of the Export-Import Bank.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 26 (Sales of Debentures)

 

(1) The Export-Import Bank, after it fixes the sales period in advance, may issue export-import financing debentures by the method of public sale.

 

(2) In the case of paragraph (1), the application form for export-import financing debentures pursuant to Article 20 shall not be drawn up.

 

(3) In the case of the Export-Import Bank issuing export-import debentures pursuant to paragraph (1), those matters referred to in Article 20 (2) 2 shall not be indicated.

 

(4) Where the Export-Import Bank intends to issue export-import debentures pursuant to paragraph (1), it shall make a public notice on the sales period and those matters prescribed in Article 20 (1) 1 through 7.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 27 (Register of Export-Imported Financing Debentures)

 

(1) The Export-Import Bank shall keep the original register of export-import financing debentures at the head office which shall indicate the following matters therein:

 

  1. The number and serial numbers of export-import debentures;

 

  2. Issuing date of the export-import financing debentures; and

 

  3. Those matters prescribed in Article 20 (2) 2 through 6.

 

(2) Where export-import financing debentures are issued in the form of registration, the following matters shall be also indicated in the original register of export-import financing debentures in addition to the matters prescribed in paragraph (1):

 

  1. Names and addresses of holders of export-import financing debentures; and

 

  2. Acquisition date of export-import financing debentures.

 

(3) Any holder of rights in respect of export-import financing debentures is entitled to request an inspection of the register of export-import financing debentures at any time during the business hours of the Export-Import Bank

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 28 (Registered Export-Import Financing Debentures)

 

(1) The transfer of registered export-import financing debentures shall not be invoked against the Export-Import Bank or any third parties unless the name and address of the transferee have been entered into the original register of export-import financing debentures.


(2) In the case of registered export-import financing debentures being used as collateral for a pledge, the pledge shall not be invoked against the Export-Import Bank or other third parties, unless the name and address of the pledgee have been entered into the original register of the export-import financing debentures.

 

(3) Where the registration of the pledge pursuant to paragraph (2) has been done, the Export-Import Bank shall make indication thereof on the export-import financing debentures concerned.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 29 (Repurchase and Destruction of Export-Import Financing Debentures)

The Export-Import Bank may, within the extent not interfering with the performance of its business prescribed under Article 18 of the Act, repurchase and destroy the export-import financing debentures concerned.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 30 (Deficiency of Concession)

 

(1) In redeeming export-import financing debentures in bearer form and if there exists deficiency of concession, the Export-Import Bank shall deduct from the redemption an amount to cover the deficiency of concession.

 

(2) The owner of concession referred to in paragraph (1) may claim any time the deducted amount in return for the concession.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

Article 31 (Notice, etc. to Applicants of Export-Import Financing Debentures)

 

(1) Any notification or any reminder notice to applicants for subscription or holders of rights before the issuance of export-import financing debentures shall be delivered to the address indicated on the application form for export-import financing debentures; provided, however, that if the applicants or holders of rights have notified the Export-Import Bank of another address, it shall use such address for the delivery.

 

(2) Any notification or any reminder notice to holders of registered export-import financing debentures shall be delivered to the address indicated in the original register of export-import financing debentures; provided, however, that if the holders have notified the Export-Import Bank of another address, it shall use such address for the delivery.

 

(3) Any notification or any reminder notice to holders of export-import financing debentures in the bearer form shall be made by means of public notice; provided, however, that if the addresses of the holders are known, such addresses may be used for such notification or remainder notice.

[This Article Wholly Amended by Presidential Decree No. 20827, Jun. 20, 2008]

CHAPTER V. Deleted.

<by Presidential Decree No. 16743, Mar. 4, 2000>

Article 32 Deleted. <by Presidential Decree No. 16743, Mar. 4, 2000>

Article 33 Deleted. <by Presidential Decree No. 16743, Mar. 4, 2000>

Article 34 Deleted. <by Presidential Decree No. 16743, Mar. 4, 2000>

Article 35 Deleted. <by Presidential Decree No. 16743, Mar. 4, 2000>

ADDENDUM

<Presidential Decree No. 4099, Oct. 6, 1969>

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


ADDENDA

<Presidential Decree No. 7561, Feb. 28, 1975>

 

(1) (Enforcement Date) This Decree shall enter into force on the date of its promulgation.

 

(2) (Separate Accounting for Delegated Operations) During the time when the Korea Exchange Bank performs the operations of the Export-Import Bank in delegation pursuant to Article 3 (1) of the Addenda to the Act, such operations and any accounting thereunder shall be conducted independently from the operations and the accounting conducted in accordance with the Korea Exchange Bank Act.

 

(3) (Reserving Profit Accruing from Delegated Operations) The Korea Exchange Bank shall, following the determination of the Minister of Finance, reserve each fiscal year’s profit accruing from the operations of the Export-Import Bank performed in delegation in the separate account of the Export-Import Bank.

ADDENDUM

<Presidential Decree No. 12091, Mar. 9, 1987>

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

ADDENDA

<Presidential Decree No. 12603, Dec. 31, 1988>

 

(1) (Enforcement Date) This Decree shall enter into force on the date of its promulgation.

 

(2) (Transitional Measures concerning Designation of Products, etc.) The products, materials or resources designated before the effective date of this Decree by the Minister of Finance pursuant to the provisions of the previous Decree shall be construed as the products, materials or resources designated by the president of the Export-Import Bank pursuant to the provisions of this Decree.

ADDENDA

<Presidential Decree No. 13870, Mar. 6, 1993>

Article 1 (Enforcement Date)

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

Articles 2 and 3 Omitted.

Article 4 (Amendment of Other Acts) (1) through <40> omitted.

<41> The Decree of the Act shall be amended as the following:

The “Minister of Trade and Industry” under subparagraphs 2 and 4 of paragraph 1 of Article 12-2 shall be changed to the “Minister of Trade, Industry and Energy” respectively and subparagraph 4 of paragraph 1 of Article 32 shall be interpreted as referring to the “Assistant Minister I of Ministry of Trade, Industry and Energy.”

<42> through <188> omitted.

ADDENDA

<Presidential Decree No. 14438, Dec. 23, 1994>

Article 1 (Enforcement Date)

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

Articles 2 through 4 Omitted.


Article 5 (Amendment of Other Acts) (1) through <73> omitted

<74> The Decree of the Act shall be amended as the following:

The “Minister of Finance” under Article 8, subparagraph 1 of Article 10, subparagraphs 2 and 4 of paragraph 1 of Article 12-2, Article 17-2, Articles 18 and 29, subparagraph 8 of paragraph 1 of Article 32, paragraph 6 of Article 32, paragraphs 1 and 3 of Article 33, Article 34, paragraph 1 of Article 36 shall be changed to the “Minister of Finance and Economy” respectively and the “Minister of Trade and Industry under subparagraphs 2 and 4 of paragraph 1 of Article 12-2 shall be changed to “Minister of Trade, Industry and Energy” respectively. The “Deputy Minister of Finance” under subparagraph 1 of paragraph 1 and paragraph 3 of Article 32 shall be changed to the “Deputy Minister of Finance and Economy.”

<75> through <327> omitted.

ADDENDA

<Presidential Decree No. 15750, Apr. 1, 1998>

Article 1 (Enforcement Date)

This Decree shall enter into force on April 1, 1998.

Article 2 Omitted.

Article 3 (Amendment of Other Acts) (1) through <18> omitted

<19> The Decree of the Act shall be amended as follows:

“Director” under subparagraph 3 of paragraph 1 of Article 12-2 shall be changed to “executive officials or directors.”

Article 4 Omitted.

ADDENDUM

<Presidential Decree No. 15904, Oct. 2, 1998>

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

ADDENDA

<Presidential Decree No. 16743, Mar. 4, 2000>

Article 1 (Enforcement Date)

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

Article 2 (Application Example concerning Calculation of Total Contribution to Subsidiary Company)

In making the calculation of gross total sum of contributions to the subsidiary companies under the amendments to the latter part of Article 17- 7 (1) 6, the amount of contributions by the Export-Import Bank to the domestic subsidiary companies prior to the enforcement date of this Decree, shall not be included.

Article 3 (Transitional Measures concerning Limit of Credits)

 

  (1) The Export-Import Bank shall, in case where it has the credits in excess of the limit under the amendments to Articles 17-5 (1) and 17- 6 (1) at the time of enforcement of this Decree, exert the efforts to make it comply with the relevant amendments by liquidating it not later than December 31, 2002, and submit the detailed plans for implementing it to the Financial Supervisory Commission within one month from the date of promulgation of this Decree and obtain its approval.

 

  (2) The Export-Import Bank shall, in case where it has the credits in excess of the limit under the amendments to Articles 17-6 (2) at the time of enforcement of this Decree, exert the efforts to make it comply with the relevant amendments by liquidating it not later than April 30, 2000, and submit the detailed plans for implementing it to the Financial Supervisory Commission within one month from the date of promulgation of this Decree and obtain its approval.


ADDENDUM

<Presidential Decree No. 17020, Dec. 27, 2000>

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

ADDENDUM

<Presidential Decree No. 18824, May 13, 2005>

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

ADDENDA

<Presidential Decree No. 19422, Mar. 29, 2006>

Article 1 (Enforcement Date)

This Decree shall enter into force on April 1, 2006.

Article 2 (Amendment of Other Acts) (1) through <25> omitted.

<26> The Decree of the Act shall be amended in part as follows:

The “rehabilitation procedures in accordance with the Debtor Rehabilitation and Bankruptcy Act” under subparagraph 1 of paragraph 1 of Article 17-5 shall mean the “reorganization procedures in accordance with the Company Reorganization Act or the composition procedures in accordance with the Composition Act”.

ADDENDUM

<Presidential Decree No. 19551, Jun. 29, 2006>

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

ADDENDA

<Presidential Decree No. 20720, Feb. 29, 2008>

Article 1 (Enforcement Date)

This Decree shall enter into force on date of its promulgation; provided, however, that among the provisions of the Presidential Decree that are amended in accordance with Article 8 of the Addenda, those provisions which have been announced prior to the enforcement date of this Decree but whose enforcement dates have not been arrived shall be enforced from the respective enforcement date of the relevant Presidential Decree.

Articles 2 through 7 omitted.

Article 8 (Amendment of Other Acts) (1) through <63> omitted.

<64> The Decree of the Act shall be amended in part as follows:

The “Minister of Finance and Economy” under Article 8, Paragraph 1 of Article 10, subparagraphs 2 through 4 of paragraph 1 of Article 12-2, Article 17-2, subparagraph 4 of paragraph 1 of Article 17-5, subparagraph 7 of paragraph 1 of Article 17-7, subparagraph 1(d) of Article 17-8 and paragraph 3 of Article 17-13 shall be changed to the “Minister of Strategy and Finance” respectively.


The “Financial Supervisory Commission” under Paragraphs 1 and 2 of Article 17-4, subparagraph 3(e) of paragraph 1 of Article 17-5, subparagraph 4 of paragraph 1 of Article 17-5, exceptions under each subparagraphs of paragraph 2 of Article 17-5, subparagraph 3 of paragraph 2 of Article 17-5, first part of subparagraph 6, and subparagraph 7 of paragraph 1 of Article 17-7, subparagraph 1 of paragraph 2 of Article 17-7, exceptions under subparagraph 5 of Article 17-8, Article 17-9, Article 17-11, Article 17-12, parts other than each subparagraph of paragraph 2 of Article 17-13, and paragraph 3 of Article 17-3 shall be changed to the “Financial Services Commission.”

The “Minister of Commerce, Industry, and Energy” under subparagraphs 2 and 4 of paragraph 1 of Article 12-2 shall be changed to the “Minister of Knowledge Economy.”

The “Minister of Construction and Transportation” under subparagraph 2 of paragraph 1 of Article 12-2 shall be changed to the “Minister of Land, Transport and Maritime Affairs.” The “Chairman of the Financial Supervisory Commission” under subparagraph 2 of paragraph 1 of Article 12-2 shall be changed to the “Chairman of the Financial Services Commission.”

The “Act on the Establishment, etc. of Financial Supervisory Organizations” and the “Financial Supervisory Commission” under Article 17-11 shall be changed to the “Act on the Establishment, etc. of Financial Services Commission” and the “Financial Services Commission” respectively.

<65> through <68> omitted.

ADDENDUM

<Presidential Decree No. 20827, Jun. 20, 2008>

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

ADDENDUM

<Presidential Decree No. 21449, Apr. 30, 2009>

This Decree shall enter into force on May 1, 2009.

ADDENDUM

<Presidential Decree No. 22220, Jun. 28, 2010>

Article 1 (Enforcement Date)

This Decree shall enter into force on July 6, 2010.

Article 2 (Amendment of Other Acts) (1) through (12) omitted.

 

(13) The Decree of the Act shall be amended in part as follows:

The “Korea Export Insurance Corporation under the Export Insurance Act” under subparagraph 5 of paragraph 1 of Article 12-2 shall be changed to the “Korea Trade Insurance Corporation under the Trade Insurance Act”.

The “Korea Export Insurance Corporation under the Export Insurance Act” under subparagraph 2 of paragraph 1 of Article 16 shall be changed to the “Korea Trade Insurance under the Trade Insurance Act”.

The “Korea Export Insurance Corporation” under subparagraph 3 of paragraph 1 of Article 16 shall be changed to the “Korea Trade Insurance Corporation”.

The “Export Insurance Act” under paragraph 2 of Article 16 shall be changed to the “Trade Insurance Act”.

(14) Omitted.


Article 3 Omitted.

ADDENDUM

<Presidential Decree No. 24088, Sep. 7, 2012>

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

ADDENDA

<Presidential Decree No. 24441, Mar. 23, 2013>

Article 1 (Enforcement Date)

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

Articles 2 through 4 omitted.

Article 5 (Amendment of Other Acts) (1) through <41> omitted.

<64> The Decree of the Act shall be amended in part as follows:

The “Minister of Foreign Affairs and Trade, the Minister of Knowledge Economy, the Minister of Land, Transport and Maritime Affairs” under subparagraph 2 of paragraph 1 of Article 12-2 shall be changed to the “Minister of Foreign Affairs, the Minister of Trade, Industry and Energy, the Minister of Land, Infrastructure and Transport, the Minister of Oceans and Fisheries.”

The “Minister of Strategy and Finance” under subparagraph 4 of paragraph 1 of Article 12-2 shall be changed to the “Minister of Trade, Industry and Energy.”

<43> omitted.

ADDENDA

<Presidential Decree No. 25312, Apr. 21, 2014>

Article 1 (Enforcement Date)

This Decree shall enter into force on April 22, 2014.

Articles 2 (Transitional Measure on Amendment of Industrial Development Act)

Before July 21, 2014, among the amendment of subparagraph 1 of paragraph 1 of Article 16-3, paragraph 1 of Article 2 of Special Act on the Promotion of Growth and Competitiveness Improvement for Middle-Standing Enterprises shall be construed as paragraph 2 of Article 10 of Industrial Development Act.

EX-99.(J) 3 d774436dex99j.htm EX-99.(J) EX-99.(J)

Exhibit J

ARTICLES OF INCORPORATION

 

 

Enacted on July 1, 1976

Amended on January 1, 1977

Amended on July 1, 1977

Amended on December 29, 1977

Amended on March 7, 1986

Amended on May 2, 1987

Amended on November 17, 1987

Amended on March 13, 1989

Amended on December 16, 1989

Amended on February 13, 1991

Amended on June 30, 1992

Amended on December 4, 1992

Amended on February 28,1994

Amended on June 14, 1995

Amended on February 16, 1998

Amended on November 10, 1998

Amended on April 17, 2000

Amended on April 30, 2002

Amended on July 31, 2006

Amended on July 11, 2008

Amended on April 27, 2009

Amended on December 4, 2009

Amended on September 8, 2011

Amended on May 24, 2013

Amended on April 21, 2014

Chapter I General Provisions

Article 1 (Purpose)

The primary purpose of the Bank is to execute the business of providing finance required for the overseas economic cooperation, such as export and import, overseas investment and exploitation of overseas resources as such.

Article 2 (Name)

(1) The Bank is established under the Export-Import Bank of Korea Act (hereinafter referred to as the “Act”) and shall be called “The Export-Import Bank of Korea”.

(2) The name of the Bank in English shall be “The Export-Import Bank of Korea”.

Article 3 (Head Office, Branches, Sub-Branches, and Agencies)

(1) The Bank shall have its head office in Seoul Special Metropolitan City.

(2) The Bank may have domestic branches, sub-branches, or agencies where necessary.

(3) The Bank may have overseas branches, offices or representatives where necessary.

Article 4 (Capital)

(1) The capital of the Bank shall be fifteen trillion won (₩15,000,000,000,000) and shall be contributed by the Government of the Republic of Korea, the Bank of Korea, the Korea Finance Corporation under the Korea Finance Corporation Act, any bank under Article 2 (1) 2 of the Banking Act, any exporters’ association and any international financial organization.


(2) The Bank may issue certificates for capital contribution to the contributing institutions after the registration of the Bank’s establishment or after each capital contribution has been made.

Article 5 (Amendment of Articles of Incorporation)

Any revision of the articles of incorporation shall be made with the approval of the Minister of Strategy and Finance after a resolution of the operating committee of the Bank.

Article 6 (Other Matters)

Any matters deemed necessary for the operation of business of the Bank, but not provided for by the provisions of the articles of incorporation, shall be determined separately by a resolution of the operating committee of the Bank.

Chapter II Executives and Staffs

Article 7 (Executive)

(1) The Bank shall have one President, one managing director, directors not more than five in number and one auditor as executives.

(2) Directors shall include at least one executive director and one non-standing director.

Article 8 (Duty of Executive)

(1) The President shall represent the Bank and take the overall control of the operations of the Bank.

(2) The managing director shall assist the President and, when the President cannot perform his/her duties due to any inevitable reasons, he/she shall perform duties of the President on behalf of the President.

(3) The executive director shall assist the President and the managing director and take partial charge of the operations of the Bank as designated by the President.

(4) The non-standing director may deliberate on the matters brought to the board of directors and participate in resolution as a member of the board of directors. In addition, the non-standing director may assist the President and the managing director in connection with the management of the Bank as requested by the President.

(5) When both the President and the managing director cannot perform their duties due to any inevitable reasons, the executive director shall perform their duties on behalf of them in the order of precedence designated beforehand by the President.

(6) The auditor shall audit and inspect the operations and accounting of the Bank.

Article 9 (Appointment and Dismissal of Executive)

(1) The President shall be appointed and dismissed by the President of the Republic of Korea on the recommendation of the Minister of Strategy and Finance.

(2) The managing director and directors shall be appointed and dismissed by the Minister of Strategy and Finance on the recommendation of the President.

(3) The non-standing director shall be appointed among persons falling under any of the following subparagraphs:

1. have substantial knowledge and experience in business management, economy, accounting, law, or economic cooperation with foreign countries;

2. have substantial knowledge and experience in the management of the Bank and other related fields.

(4) The auditor shall be appointed and dismissed by the Minister of Strategy and Finance.


Article 10 (Term of Office of Executive)

(1) The term of office of an executive shall be three (3) years, and he/she may be reappointed.

(2) If any vacancy occurs in the office of an executive, a new executive shall be appointed and his/her term of office shall be the term under paragraph (1).

Article 11 (Remuneration of Executive)

The board of directors shall determine the remuneration and allowances for the President, the managing director, the directors and the auditor within the limit of the approved budget.

Article 12 (Restriction of Concurrent Offices)

(1) The President, the managing director or the executive director shall not be engaged in any other occupation other than such cases where he/she has been granted permission from the Minister of Strategy and Finance.

(2) The non-standing director shall not be an executive director of the Bank of Korea or other financial institutions.

Article 13 (Restriction on Power of Representation of Executives)

(1) The President, the managing director or any executive director shall not represent the Bank concerning the matters in which interests of the President, the managing director, or the executive director conflict with those of the Bank.

(2) If no other executive director representing the Bank exists in cases of paragraph (1), an auditor shall represent the Bank.

Article 14 (Appointment of Attorneys)

The President may, through a resolution of the board of directors, appoint attorneys from among the executives or staff who is empowered to exercise all judicial or non-judicial acts concerning the operations of the Bank.

Article 15 (Appointment and Dismissal of Staff)

The staff of the Bank shall be appointed and dismissed by the President of the Bank.

Chapter III Operating Committee

Article 16 (Operating Committee)

(1) The Bank shall have the operating committee (hereinafter referred to as the “Committee”).

(2) The Committee shall be comprised of the following members:

1. The President of the Bank;

2. One person whom the Minister of Strategy and Finance, the Minister of Foreign Affairs, the Minister of Trade, Industry and Energy, the Minister of Land, Infrastructure and Transport, the Minister of Oceans and Fisheries and the chairperson of the Financial Services Commission each designate from among public officials under their control;

3. One person whom the Governor of the Bank of Korea and the chairperson of the Korea Federation of Banks established under permission of the Financial Services Commission under Article 32 of the Civil Act each designate from among executive officers or directors under their control;

4. One person whom the Minister of Strategy and Finance designates from among representatives of exporters’ organizations upon consultation with the Minister of Land, Infrastructure and Transport;

5. One person whom the president of the Korea Trade Insurance Corporation under the Trade Insurance Act designates from among executive officers of his/her Corporation; and


6. No more than two persons entrusted by the Minister of Strategy and Finance with recommendation of the President of the Bank from among persons with abundant knowledge and experience in economic cooperation with foreign countries.

(3) When the Committee deliberates any matter related to another ministry, a public official of which is not a member of the Committee pursuant to paragraph (2) 2, the chairperson of the Committee may request a public official appointed by the minister of that another ministry to attend and express his/her opinions at the meetings of the Committee.

(4) The term of office of the member set out in paragraph (2) 4 shall be three(3) years, and the term of office of the members in the subparagraph 6 of the same paragraph shall be two(2) years.

(5) The Committee shall establish the basic policies pertaining to the operation and management of the Bank and may make the rules and regulations necessary for the performance of its functions.

Article 17 (Convocation of Meetings of the Committee)

(1) The President of the Bank shall call the Committee and shall become the chairperson of the Committee.

(2) Where the chairperson cannot perform his/her duties due to inevitable reasons, one of the members of the Committee shall act for the chairperson, in the order designated in advance by the chairperson.

(3) The chairperson shall call a meeting, without delay, upon the request of a majority of the members of the Committee or the auditor.

Article 18 (Method of Resolution)

The Committee shall open by the attendance of a majority of the constituent members of the Committee and shall resolve by the affirmative vote of a majority of the constituent members present.

Article 19 (Voting Limitation at Meetings by Members)

Where any member of the Committee has personal interests in a particular matter subject to the resolutions of the Committee, he/she shall not exercise his/her vote on that matter.

Article 20 (Exception to Powers of Committee)

(1) When immediate action is required at the time of war, incident, or similar state of national emergency, the President of the Bank may, if unable to call the Committee, take the necessary measures within the scope of authority of the Committee with the approval of the Minister of Strategy and Finance.

(2) When the President of the Bank has taken necessary measures referred to in paragraph (1), he/she shall call the Committee without delay and shall report the details thereof.

(3) The Committee may confirm, amend or suspend the measures referred to in paragraph (1).

Article 21 (Permission of Attendance at Meetings)

The managing director, directors and the auditor may attend the meetings of the Committee and state their opinions at such meetings.

Chapter IV Board of Directors

Article 22 (Board of Directors)

(1) The Bank shall have a board of directors.

(2) The board of directors shall be comprised of the President, the managing director and directors.

(3) The board of directors shall resolve important matters concerning the operations of the Bank and may establish the regulations necessary for the performance of its functions.


Article 23 (Convocations of Meetings of the Board of Directors)

The President shall call the board of directors and shall become the chairperson of the board of directors.

Article 24 (Method of Resolution)

The board of directors shall open by the attendance of a majority of the constituent members of the board of directors and shall resolve by the affirmative vote of at least two thirds of constituent members present.

Article 25 (Attendance at Meetings by Auditor)

The auditor may attend and state his/her opinion at the board of directors.

Chapter V Operations and Execution

Article 26 (Scope of Operations)

In order to achieve the purposes described in Article 1, the Bank shall engage in the operations as prescribed in Article 18 of the Act.

Article 27 (Guarantee on the Borrowing of Foreign Funds)

(1) The Government may guarantee the repayment of the principal and interest of the foreign funds the Bank borrows.

(2) In accordance with Article 92 of the National Finance Act, the Government shall obtain prior consent of the National Assembly whenever it intends to bear any guarantee obligation as set forth paragraph (1) above.

Article 28 (Ceilings on Borrowings, etc.)

Ceilings on borrowings or export-import financial debentures issuable by the Bank pursuant to Article 18 and 20 of the Act shall be thirty (30) times the total amount of its paid-in capital and reserve funds.

Article 29 (Capital Contribution to Corporations, etc.)

The Bank may make capital contributions or investments as prescribed in Article 18 and 20-2 of the Act.

Article 30 (Operational Plan)

(1) The Bank shall draw out an operational plan (including the approved ceiling on capital contributions per annum in accordance with Article 20-2 (2) of the Act. Hereinafter the same shall apply) each business year, submit it to the Minister of Strategy and Finance one month prior to the commencement of the relevant business year for his/her approval and forthwith report it to the Standing Committee of the National Assembly.

(2) The operational plan referred to in paragraph (1) shall be divided into the funds supply plan and the funds raising plan. Quarterly operation plans shall be attached to the operational plan referred to in paragraph (1).

Article 31 (Business Manual)

The Bank shall draw out a business manual prescribing the method of handling business under Article 18(2) and (5) of the Act, and shall obtain approval of the Minister of Strategy and Finance through the resolution of the Committee. The same shall also apply when the Bank intends to amend it.

Article 32 (Interest Rates on Loan and Discount and Rates for Guarantee Fees, etc.)

When the Bank assesses the interest rates on loan and discount, and rates for guarantee fees, etc. under Article 18 (2) and (5) of the Act, it shall fix those rates so that they can be appropriated for office operating expenses, commission for business agency, interests-on borrowings, other miscellaneous expenses and depreciation of assets, except for the inevitable cases for the promotion of export, export competitiveness, overseas investment, exploitation of overseas resources, or international economic cooperation.


Article 33 (Restriction on Business)

(1) When the Bank loans funds, discounts bills, or guarantees obligations under Article 18 (2) and (4) of the Act, it shall make trustworthy and sufficient examination on the relevant repayment.

(2) The ceilings of loan under Article 18 (5) of the Act shall be the sum of the amount invested by or borrowed from the Government, reserve and surplus.

Article 34 (Cooperation with Other Financial Institutions, etc.)

The Bank shall not compete with other financial institutions in performing the operations provided for in Article 18 of the Act. Rather, it shall cooperate with them or supplement and encourage their respective roles and functions.

Chapter VI Export-Import Financial Debentures

Article 35 (Export-Import Financial Debentures)

(1) The Bank may issue export-import financial debentures as provided for in Article 20 of the Act, and Articles 19 through 31 of the Presidential Decree.

(2) The Government may guarantee the repayment of the principal and interest of export-import financial debentures and it shall obtain prior consent of the National Assembly whenever it intends to bear any guarantee obligation in accordance with Article 92 of the National Finance Act.

Chapter VII Accounting

Article 36 (Business Year)

The business year of the Bank shall commence each year on 1st of January and end on 31st of December.

Article 37 (Budget)

The Bank shall make up a budget for incomings and outgoings each business year, and submit it to the Minister of Strategy and Finance one month prior to the commencement of the relevant business year for his/her approval.

Article 38 (Supplementary Revised Budget)

The Bank may make up a supplementary revised budget if it is necessary to revise the budget due to reasons arisen after the budget has been established. In this case, it shall be approved by the Minister of Strategy and Finance.

Article 39 (Reserve Funds)

(1) The Bank may include reserve funds in the budget to appropriate unforeseeable expenditures beyond the budget or in excess of the budget.

(2) The Bank shall obtain approval of the Minister of Strategy and Finance to use the reserve funds under paragraph (1).

Article 40 (Settlement of Accounts)

(1) Within three (3) months after the lapse of each business year, the Bank shall settle accounts and prepare financial statements for settlement of accounts such as balance sheets, income statements, surplus appropriation statements and report on the appraisal of the achievement of the operational program, documents annexed to the financial statements and other documents necessary for the settlement of accounts, and shall report them to the Minister of Strategy and Finance.

(2) The Bank, after submitting the documents described in accordance with paragraph (1), shall give public notice of them and keep the originals and / or copies of them at the Head Office, all branches, sub-branches and agencies.


Article 41 (Disposal of Profit)

The Bank shall dispose of the net profit of final accounts in the order of the following subparagraphs after appropriating the depreciation of assets each business year:

1. The Bank shall reserve not less than ten percent (10%) of the profit until the reserve reaches the paid-in capital;

2. The Bank shall distribute the profit preferentially to investors other than the Government at the rate of not more than fifteen percent (15%), with approval of the Minister of Strategy and Finance; and

3. The Bank shall dispose of the remaining profit subtracting the reserve in subparagraph 1 and the dividend in subparagraph 2 with approval of the Minister of Strategy and Finance through the resolutions of the Committee.

Article 42 (Compensation for Amount of Loss)

The Bank shall compensate for net loss of final accounts with the reserve each business year, and the Government shall compensate for the loss when the reserve is insufficient.

Chapter VIII Other Provisions

Article 43 (Method of Public Notice)

All public notices of the Bank shall be by advertisement in one or more of the daily newspapers published in Seoul Special Metropolitan City; provided, however, that financial statements may be posted on its website.

Article 44 (Vicarious Performance of Duties)

The Bank may have another financial institution perform some of its duties on its behalf.

Article 45 (Use of Surplus Funds)

The Bank may use surplus funds to the extent that it does not impede performance of the operations as prescribed in Article 18 of the Act, provided that the Minister of Strategy and Finance may, if necessary, restrict the method of its use.

Article 46 (Research)

The Bank may establish and operate the Overseas Economic Research Institute in order to perform research and investigations relating to the operations provided for in Article 26.

SUPPLEMENTARY PROVISIONS

Article 47 (Office Organization)

The office organization of the Bank shall be prescribed by the board of directors regulation.

Article 48 (Advisors and Part-time Staffs)

The Bank may, when it deems necessary for the execution of its operations, employ Korean nationals and/or foreigners as advisors or part-time staffs.

Article 49 (Scope of Application of the Articles of Incorporation)

In performing the operations entrusted by the Government to implement Article 18 of the Act as prescribed in Article 26, these articles of incorporation shall not be applied to the matters separately stipulated in the relevant laws and ordinances.

Article 50 (Special Case with respect to Capital Contributions under the Special Act)

In case where the Government is obliged to make all or more than half of capital contributions to or hold more than half of shares of the corporations, among those established under a special act, notwithstanding such special act, the Bank may make capital contributions to or hold shares of such corporations.


ADDENDA

Article 1 (Enforcement Date)

These Articles of Incorporation shall enter into force on the date of the Bank’s establishment.

Article 2 (Interim Measures)

The first fiscal year of the Bank shall cover the period from the date of establishment to December 31, 1976.

Article 3 (Signature of the Members of the Organizing Committee)

The following organizing committee members have hereby prepared these articles of incorporation pursuant to the provisions of Article 2 (2) of the Addenda to the Act, and have set their hands hereunder:

Choong-Hoon Cho

Vice-Minister of Finance

82, Sejong-ro, Chongro-ku, Seoul

In-Sang Song

President of the Export-Import Bank of Korea

10, Kwanchul-dong, Chongro-ku, Seoul

Yung-Gi Ha

Deputy Governor of the Bank of Korea

110, 3-ka, Namdaemoon-ro, Chung-ku, Seoul

Byung-Woo Ko

Assistant Minister for Financial Affairs of the Ministry of Finance

82, Sejong-ro, Chongro-ku, Seoul

Pil-Soo Park

Assistant Minister for Commerce and Trade of the

Ministry of Commerce and Industry

77, Sejong-ro, Chongro-ku, Seoul

Dong-Sun Ha

Director of the Finance Bureau of the Ministry of Finance

82, Sejong-ro, Chongro-ku, Seoul

In-Yong Jeong

Director of International Finance Bureau of the Ministry of Finance

82, Sejong-ro, Chongro-ku, Seoul

Wan-Mo Hong

Director and Deputy President of the Korea Exchange Bank

10, Kwanchul-dong, Chongro-ku, Seoul

Tae-Ho Lee

10, Kwanchul-dong, Chongro-ku, Seoul

ADDENDUM (1)

This Articles of Incorporation shall enter into force on the 1st day of January, 1977.

ADDENDUM (2)

This Articles of Incorporation shall enter into force on the 1st day of July, 1977.

ADDENDUM (3)

This Articles of Incorporation shall enter into force on the 29th day of December, 1977.


ADDENDUM (4)

This Articles of Incorporation shall enter into force on the 7th day of March, 1986.

ADDENDUM (5)

This Articles of Incorporation shall enter into force on the 2nd day of May, 1987.

ADDENDUM (6)

This Articles of Incorporation shall enter into force on the 17th day of November, 1987.

ADDENDUM (7)

This Articles of Incorporation shall enter into force on the 13th day of March, 1989.

ADDENDUM (8)

This Articles of Incorporation shall enter into force on the 16th day of December, 1989.

ADDENDUM (9)

This Articles of Incorporation shall enter into force on the 13th day of February, 1991.

ADDENDUM (10)

This Articles of Incorporation shall enter into force on the 30th day of June, 1992.

ADDENDUM (11)

This Articles of Incorporation shall enter into force on the 4th day of December, 1992.

ADDENDUM (12)

This Articles of Incorporation shall enter into force on the 28th day of February, 1994.

ADDENDUM (13)

This Articles of Incorporation shall enter into force on the 14th day of June, 1995.

ADDENDUM (14)

This Articles of Incorporation shall enter into force on the 16th day of February, 1998. Provided that the term of office of the Auditor being in office at the time of enforcement of these Articles of Incorporation shall, notwithstanding the revised provision of Article 10, be two (2) years.

ADDENDUM (15)

This Articles of Incorporation shall enter into force on the 10th day of November, 1998.


ADDENDUM (16)

This Articles of Incorporation shall enter into force on the 17th day of April, 2000.

ADDENDUM (17)

This Articles of Incorporation shall enter into force on the 30th day of April, 2002.

ADDENDUM (18)

This Articles of Incorporation shall enter into force on the 31st day of July, 2006.

ADDENDUM (19)

This Articles of Incorporation shall enter into force on the 11st day of July, 2008.

ADDENDUM (20)

This Articles of Incorporation shall enter into force on the 27th day of April, 2009.

ADDENDUM (21)

This Articles of Incorporation shall enter into force on the 4th day of December 2009. Provided that the provisions related to the executive and non-standing director are applied upon the first appointment of a non-standing director.

ADDENDUM (22)

This Articles of Incorporation shall enter into force on the 8th day of September, 2011.

ADDENDUM (24)

This Articles of Incorporation shall enter into force on the 22th day of April, 2014.

EX-99.(M-3) 4 d774436dex99m3.htm EX-99.(M-3) EX-99.(M-3)

Exhibit M-3

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

August 12, 2014

The Export-Import Bank of Korea

16-1, Youido-dong

Yongdeungpo-ku

Seoul 150-996

Korea

Ladies and Gentlemen:

We have acted as special United States counsel to The Export-Import Bank of Korea, a statutory juridical entity established in the Republic of Korea under The Export-Import Bank of Korea Act of 1969, as amended (the “Bank”) in connection with the Bank’s dual tranche offering pursuant to a registration statement under Schedule B (No. 333-180273) of US$500,000,000 aggregate principal amount of its 2.375% notes due 2019 and US$500,000,000 aggregate principal amount of its 3.250% notes due 2026 (collectively, the “Notes”) to be issued under a fiscal agency agreement dated as of August 1, 1991 (the “Fiscal Agency Agreement”) between the Bank and The Bank of New York Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the “Registration Statement;” the related prospectus dated August 1, 2014, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated August 5, 2014, as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act, is herein called the “Prospectus Supplement;” and the Base Prospectus and the Prospectus Supplement, together, are herein called the “Prospectus.”

In arriving at the opinion expressed below, we have reviewed the following documents:

 

  (a) the Registration Statement;

 

  (b) the Prospectus;

 

  (c) specimens of the Notes; and

 

  (d) an executed copy of the Fiscal Agency Agreement.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the

Bank and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimens thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Bank, entitled to the benefit of the Fiscal Agency Agreement.


In connection with the foregoing opinion, (a) we have assumed that each of the Bank and the Fiscal Agent has satisfied those legal requirements that are applicable to it to the extent necessary to make the Fiscal Agency Agreement and the Notes enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement and the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that (i) the enforceability of the waiver of immunities by the Bank set forth in the Notes is subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976 and (ii) the designation of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Notes is (notwithstanding the waiver in such provisions) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
  By  

/s/     Jinduk Han        

    Jinduk Han, a Partner
EX-99.(M-4) 5 d774436dex99m4.htm EX-99.(M-4) EX-99.(M-4)

Exhibit M-4

[Lee & Ko Letterhead]

August 12, 2014

 

To: The Export-Import Bank of Korea

16-1, Youido-dong

Youngdeungpo-gu, Seoul

Republic of Korea

 

Re: The Export-Import Bank of Korea (the “Bank”) US$500,000,000 2.375% Notes Due 2019 and US$500,000,000 3.250% Notes Due 2026

We have acted as Korean counsel for The Export-Import Bank of Korea (the “Issuer”), a statutory juridical entity duly established pursuant to the Export-Import Bank of Korea Act (the “Eximbank Act”) and validly existing under the laws of the Republic of Korea (“Korea”) in connection with the Issuer’s offering pursuant to a registration statement under Schedule B (File No. 333-180273) as amended when it became effective (the “Registration Statement”) of US$500,000,000 2.375% notes due 2019 and US$500,000,000 3.250% notes due 2026 (the “Notes”), to be issued under the fiscal agency agreement dated August 1, 1991 and made by the Issuer and the Fiscal Agent (the “Fiscal Agent”) named therein (the “Fiscal Agency Agreement”).

We have reviewed the originals or copies, certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer.

In addition, and without prejudice to the generality of the immediately preceding paragraph, in arriving at the opinion expressed below, we have reviewed the following specific documents relating to the Notes:

 

  (1) an executed copy of the Fiscal Agency Agreement;

 

  (2) the Registration Statement;

 

  (3) the Prospectus dated August 1, 2014, as supplemented by the Prospectus Supplement dated August 5, 2014 (as supplemented, referred to hereinafter, as the “Prospectus”);

 

  (4) a copy of the executed Notes in global form;

 

  (5) copies of the articles of incorporation, the commercial registry extracts and the corporate seal certificate of the Chairman and President of the Issuer; and

 

  (6) a copy of the internal approval granted by the Chairman and President of the Issuer on July 31, 2014, authorizing the issue of the Notes.

We are admitted to practice law in Korea, and the legal opinions provided herein are confined to and given on the basis of the laws of Korea in effect as at the date hereof. We do not represent ourselves to be familiar with the laws of any jurisdiction other than Korea, and we do not pass upon nor express any opinion in respect of those matters that are governed by or construed in accordance with any of such laws.

On the basis of and subject to the foregoing, we are of the opinion that:

 

  1. The Issuer is a statutory juridical entity duly established under the Eximbank Act and validly existing under the laws of Korea, with power and authority to own its properties and conduct its business as described in the Prospectus forming a part of the Registration Statement;


  2. The Fiscal Agency Agreement has been duly authorized and executed by the Issuer;

 

  3. The statements in the Prospectus concerning matters of Korean law (except for the financial statements and related schedules and other financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects; and

 

  4. The Notes have been duly authorized, executed, issued and delivered by the Issuer and constitute valid, binding and enforceable obligations of the Issuer; subject to (i) the bankruptcy, insolvency, liquidation, reorganization, rehabilitation or the restructuring of the Issuer pursuant to the laws in Korea now in force or subsequently enacted which generally affect the enforcement of creditors’ rights and (ii) general equity principles.

This opinion is limited to the matters addressed herein and is not to be read as an opinion with respect to any other matter. This opinion is given with respect to the laws of Korea as currently in effect and we do not pass upon and we express no opinion in respect of those matters governed by or construed in accordance with the laws of any jurisdiction other than Korea.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Registration Statement, without thereby admitting that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

 

Yours faithfully,

/s/ Lee & Ko

Lee & Ko