0001193125-20-032468.txt : 20200212 0001193125-20-032468.hdr.sgml : 20200212 20200212094123 ACCESSION NUMBER: 0001193125-20-032468 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20200212 DATE AS OF CHANGE: 20200212 EFFECTIVENESS DATE: 20200212 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 EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-217916 FILM NUMBER: 20600708 BUSINESS ADDRESS: STREET 1: 460 PARK AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10005 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 EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-217916-01 FILM NUMBER: 20600707 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 POS EX 1 d885075dposex.htm POST-EFFECTIVE AMENDMENT NO.9 TO REGISTRATION STATEMENT UNDER SCHEDULE B POST-EFFECTIVE AMENDMENT NO.9 TO REGISTRATION STATEMENT UNDER SCHEDULE B

As filed with the Securities and Exchange Commission on February 12, 2020

Registration Statement No. 333-217916

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

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

(Name of Co-Registrant and Guarantor)

 

 

Names and Addresses of Authorized Representatives in the United States:

 

Jung-Hyun Lee

or Young-Rok Kim

Duly Authorized Representatives of

The Export-Import Bank of Korea

460 Park Avenue, 8th Floor

New York, NY 10022

 

Minsik Shin

Duly Authorized Representative of

The Republic of Korea

460 Park Avenue, 9th Floor

New York, NY 10022

 

 

Copies to:

Jinduk Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu

Seoul 04539

The Republic of Korea

 

 

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. 333-217916), declared effective by the Securities and Exchange Commission on July 10, 2019, is being filed solely for the purpose of filing D–2, G–1, J, M–11 and M-12 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 9 is a post-effective amendment filed 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$ 560,000  

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)

     200,000  
  

 

 

 

Total

   US$  1,910,000  
  

 

 

 

 

*

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 Director General of The Export-Import Bank of Korea (included on page II-5).

D-2

  -    Power of Attorney of the Director General of The Export-Import Bank of Korea.

E-1

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

E-2

  -    Power of Attorney of the Minister of Economy 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.

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, incorporated herein by reference to Exhibit H to the Registration Statement of The Export-Import Bank of Korea (No. 333-212164).

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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.*

M-4

  -    Opinion (including consent) of Yulchon, Textile Center 12F, 518 Teheran-ro, Gangnam-gu, Seoul, 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$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.*

M-5

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.*

M-6

  -    Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 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$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.*

M-7

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.*

M-8

  -    Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 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 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.*

M-9

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.*

M-10

  -    Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.*

M-11

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 1.875% Notes due 2025.

M-12

  -    Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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 1.875% Notes due 2025.

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 February 2020.

 

THE EXPORT-IMPORT BANK OF KOREA
By:  

SANG-HUN LEE*†

  Director General
†By:  

/s/ JAE-KYUN IM

 

Jae-Kyun Im

(Attorney-in-fact)

 

*

Consent is hereby given to the 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 February 2020.

 

THE REPUBLIC OF KOREA

By:

 

NAM-KI HONG*†

  Minister of Economy and Finance

†By:

 

/s/ MINSIK SHIN

 

Minsik Shin

(Attorney-in-fact)

 

*

Consent is hereby given to the 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 February 2020.

 

†By:  

/s/ JUNG-HYUN LEE

  Jung-Hyun Lee
  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 February 2020.

 

†By:  

/s/ YOUNG-ROK KIM

  Young-Rok Kim
  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 February 2020.

 

†By:  

/s/ MINSIK SHIN

  Minsik Shin
  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 Director General of The Export-Import Bank of Korea (included on page II-5).

D-2

  -    Power of Attorney of the Director General of The Export-Import Bank of Korea.

E-1

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

E-2

  -    Power of Attorney of the Minister of Economy 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.

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, incorporated herein by reference to Exhibit H to the Registration Statement of The Export-Import Bank of Korea (No. 333-212164).

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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.*

M-4

  -    Opinion (including consent) of Yulchon, Textile Center 12F, 518 Teheran-ro, Gangnam-gu, Seoul, 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$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.*


M-5

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.*

M-6

  -    Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 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$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.*

M-7

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.*

M-8

  -    Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 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 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.*

M-9

  -    Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.*

M-10

  -    Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.*

M-11

     Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, 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 1.875% Notes due 2025.

M-12

     Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, 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 1.875% Notes due 2025.

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.(D-2) 2 d885075dex99d2.htm EX-99.(D-2) EX-99.(D-2)

Exhibit D-2

[The Export-Import Bank of Korea Letterhead]

Power of Attorney

The undersigned, the duly appointed Director General of The Export-Import Bank of Korea (“KEXIM”), hereby constitutes and appoints each of Jae-Kyun Im, Director of the Treasury Group, Won-Suk Ha, Director of the Treasury Group, Jung-Hyun Lee, Chief Representative of the New York Representative Office, Young-Rok Kim, Representative of the New York Representative Office, and any other person acting in such capacity (including any successor) with full power of substitution as an agent and attorney-in-fact of the undersigned Director General of KEXIM with full power in each of them acting alone to take the following actions on behalf of KEXIM and the undersigned Director General:

1. To sign a registration statement (the “Registration Statement”) under Schedule B of the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of debt securities consisting of debentures, notes and/or other evidence of indebtedness (the “Debt Securities”) with or without warrants (the “Warrants”) to purchase the Debt Securities to be issued from time to time by KEXIM and the guarantees of the Debt Securities to be issued from time to time by the Republic of Korea (the “Guarantees”) and one or more amendments to the Registration Statement (including, without limitation, pre-effective or post-effective amendments thereto and amendments or supplements to the prospectus contained therein), and any registration statement or amendment filed pursuant to Rule 462(b) under the Securities Act and to cause the same to be filed with or, where permitted, transmitted for filing to the United States Securities and Exchange Commission, together with such exhibits and other documents as may be necessary or appropriate;

2. To sign such applications, certificates, consents and other documents as may be necessary or appropriate from time to time in connection with the qualification of the Debt Securities, Warrants and Guarantees under the securities or Blue Sky laws of any of the states or other jurisdictions of the United States of America and to cause the same to be filed with the securities or Blue Sky commissions of such states or other jurisdictions; and

3. To sign such other documents (including, without limitation, one or more Underwriting Agreements, Distribution Agreements, Fiscal Agency Agreements, Warrant Agreements, documents related to the listing of any Debt Securities on a stock exchange, Paying Agency Agreements and Appointments of Process Agents relating to the Debt Securities or Warrants), to take such other actions and to do such other things as said agents and attorneys-in-fact or any of them, may deem necessary or appropriate, from time to time, in connection with the foregoing and in connection with the issuance and sale, from time to time, by KEXIM of the Debt Securities or Warrants.

The undersigned has executed this power of attorney on February 3, 2020.

 

By /s/ Sang-Hun Lee

      

Director General

The Export-Import Bank of Korea

EX-99.(G-1) 3 d885075dex99g1.htm EX-99.(G-1) EX-99.(G-1)

Exhibit G-1

[The Export-Import Bank of Korea Letterhead]

February 3, 2020

Jung-Hyun Lee

Chief Representative

Young-Rok Kim

Representative

New York Representative Office

The Export-Import Bank of Korea

460 Park Avenue, 8th floor

New York, New York 10022

United States of America

Dear Sirs:

I, Sang-Hun Lee, Director General of The Export-Import Bank of Korea (“KEXIM”), hereby appoint each of Jung-Hyun Lee, Chief Representative, Young-Rok Kim, Representative, and any other person acting in such capacity (including any successor), as authorized representatives of KEXIM in the United States of America for purposes of serving as an attorney-in-fact who is authorized to sign the Registration Statement under Schedule B of the United States Securities Act of 1933, as amended, to be filed with the United States Securities and Exchange Commission by KEXIM relating to the registration of its debt securities consisting of debentures, notes and/or other evidence of indebtedness (the “Debt Securities”) with or without warrants (the “Warrants”) to purchase the Debt Securities to be issued from time to time by KEXIM and the guarantees of the Debt Securities to be issued from time to time by the Republic of Korea and one or more amendments to the Registration Statement (including, without limitation, post-effective amendments thereto and amendments or supplements to the prospectus contained therein).

I, Sang-Hun Lee, Director General of KEXIM, hereby also appoint each of Jung-Hyun Lee, Chief Representative, Young-Rok Kim, Representative, and any other person acting in such capacity (including any successor), as an authorized agent of KEXIM upon whom process may be served in any suit, action or proceeding arising out of or based on (i) the Debt Securities or Warrants, (ii) any Fiscal Agency Agreement or Warrant Agreement relating to the Debt Securities or Warrants and (iii) any other agreements or documents (including any underwriting agreement), which may be instituted in any state or federal court in the City of New York.

This appointment shall remain a valid instrument of authorization until such time as (i) all amounts due and to become due in respect of the Debt Securities shall have been paid in full and (ii) the Warrants shall have been exercised or shall have expired or otherwise been terminated in accordance with their terms.

 

THE EXPORT-IMPORT BANK OF KOREA

By /s/ Sang-Hun Lee

      

Director General

The Export-Import Bank of Korea

Accepted and Acknowledged:

 

By /s/ Jung-Hyun Lee

      

Chief Representative

New York Representative Office

The Export-Import Bank of Korea

 

By /s/ Young-Rok Kim

      

Representative

New York Representative Office

The Export-Import Bank of Korea

EX-99.(J) 4 d885075dex99j.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

Amended on August 8, 2014

Amended on August 10, 2016

Amended on January 22, 2018

Amended on August 27, 2019

Chapter I General Provisions

Article 1 (Purpose)

The primary purpose of the Bank is to promote the sound development of the national economy by 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, etc.)

(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.

(4) The Bank shall have its maritime financial organization in Busan Metropolitan City.


Article 4 (Capital)

(1) The capital of the Bank shall be fifteen trillion won(W15,000,000,000,000) and shall be contributed by the Government of the Republic of Korea, the Bank of Korea, the Korea Development Bank under the Korea Development Bank 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 executive 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 executive 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 executive 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. In the case of appointment, the President shall recommend the candidates of the managing director and directors nominated by the Nomination Committee of the Bank.

(3) The non-standing executive 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, the executive director or the auditor 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 executive 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 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 (Convening the Committee Meeting)

(1) The President of the Bank shall convene the Committee Meeting and shall be 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 convene 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 Meeting shall be called to order by the attendance of a majority of the constituent members of the Committee, and a resolution at the Committee shall be adopted 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 convene the Committee Meeting, 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 convene the Committee Meeting 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 Committee Meetings 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 (Convening Meetings of the Board of Directors)

The President shall convene the meeting of the board of directors and shall be the chairperson of the board of directors.

Article 24 (Method of Resolution)

The meeting of the board of directors shall be called to order by the attendance of a majority of the constituent members of the board of directors, and a resolution at the board of directors shall be adopted 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 purpose described in Article 1, the Bank shall engage in the operations as prescribed in Article 18 of the Act.

Article 27 (Guarantee for Borrowing of Foreign Capital)

(1) The Government may guarantee repayment of the principal and interest accrued from foreign capital borrowed by the Bank.

(2) When the Government bears the obligation of a guarantee debt under paragraph (1), it shall obtain prior consent from the National Assembly under Article 92 of the National Finance Act.

Article 28 (Ceilings on Borrowings, etc.)

Ceilings on borrowings or export-import financial debentures issuable by the Bank pursuant to Articles 18 and 20 of the Act shall be thirty(30) times of 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 Articles 18 and 20-2 of the Act.

Article 30 (Operational Plan)

(1) The Bank shall draw out an operational plan (including an annual limit on approval for investments under Article 20-2 (2) of the Act; hereinafter the same shall apply) 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 and report it to the standing committee belonging to the National Assembly without delay.

(2) An operational plan under paragraph (1) shall be formulated by dividing it into a plan for providing funds and a plan for raising funds. Quarterly operation plans shall be attached to an operational plan referred to in paragraph (1).


Article 31 (Business Manual)

The Bank shall formulate a business manual prescribing the method of performing duties under Article 18 (2) and (5) of the Act, and shall obtain approval from the Minister of Strategy and Finance through a resolution by 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 exportation, enhancement of competitiveness in exportation, and promotion of overseas investments and development of overseas resources, or promotion of international economic exchanges.

Article 33 (Restriction on Duties)

(1) When the Bank offers a loan, discounts bills, or guarantees debts under Article 18 (2) and (4) of the Act, it shall conduct a thorough and sufficient examination on the redemption, payment or fulfillment thereof.

(2) The ceilings on loans under Article 18 (5) of the Act shall be the sum of the amounts invested by or borrowed from the Government, reserves and surpluses.

Article 34 (Prohibition of Competition with Other Financial Institutions)

The Bank shall cooperate with other financial institutions in performing its duties under Article 18 of the Act, or supplement and encourage their functions, but shall not compete with other financial institutions.

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 Enforcement Decree.

(2) The Government may guarantee the repayment of principal and interest accrued from the export-import financial debentures. When the Government bears the obligation of a guarantee debt in this manner, it shall obtain prior consent from the National Assembly under Article 92 of the National Finance Act.

Article 36 (Contingent Capital Securities)

(1) The Bank may, by a resolution adopted by the board of directors, issue bonds attaching a condition that the obligations to redeem the bonds and pay interests thereon shall be exempted or reduced in the event that the Financial Services Commission determines that a write-off, without which the Bank would become non-viable, is necessary, consults the Minister of Strategy and Finance and requests the Bank to take necessary measures pursuant to Article 17-13 of the Enforcement Decree (hereinafter referred to as “bail-in type contingent capital securities”).

(2) The ceiling of bail-in type contingent capital securities shall be 10 trillion Korean Won, and the issuance of bail-in type contingent capital securities shall be considered as the issuance of the export-import financial debentures under Article 28.

(3) If any ground to issue bail-in type contingent capital securities as prescribed in paragraph (1) occurs, the obligations to redeem the bonds and pay interests thereon shall be exempted or reduced(hereinafter referred to as “debt readjustment”): Provided, that the board of directors may decide otherwise on the contents of bail-in type contingent capital securities to be changed due to debt readjustment, within the scope permitted under the relevant laws and regulations at the time the relevant bonds are issued.

(4) The Bank shall include a plan for issuing bail-in type contingent capital securities in the annual operation plan. Issuance details such as amount, timing, reason, etc. shall be consulted with the Ministry of Strategy and Finance prior to each issuance.


Article 37 (Electronic Registration of the Rights to Be Stated in Export-Import Financial Debentures and Contingent Capital Securities)

The Bank shall electronically register in the electronic account book of the electronic registry office the rights to be stated in export-import financial debentures and bail-in type contingent capital securities, in lieu of issuing such export-import financial debentures and bail-in type contingent capital securities: Provided, that this may not apply unless such export-import financial debentures and bail-in type contingent capital securities shall be subject to electronic registration under the Act on Electronic Registration of Stocks, Bonds, Etc. and any other applicable statutes.

Chapter VII Accounting

Article 38 (Business Year)

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

Article 39 (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 40 (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 41 (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 42 (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 pursuant to 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 43 (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 44 (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 45 (Method of Public Notice)

All public notices of the Bank shall be advertised in one or more of the daily newspapers published in Seoul Special Metropolitan City. Provided, that public notices of the financial statement may be advertised at the Bank’s internet website (http://www.koreaexim.go.kr).

Article 46 (Vicarious Performance of Duties)

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

Article 47 (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 48 (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 49 (Office Organization)

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

Article 50 (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 51 (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 52 (Special Cases concerning Investment under Special Acts)

In cases of corporations for which the Government shall contribute the full amount or at least 1/2 of capital or hold at least a half of issued securities under the special Acts, among corporations established under the special Acts, the Bank may contribute capital to such corporations or hold securities of such corporations, notwithstanding the provisions of the relevant special Acts.


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-executive director are applied upon the first appointment of a non-executive director.

ADDENDUM (22)

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

ADDENDUM (23)

This Articles of Incorporation shall enter into force on the 24th day of May, 2013.

ADDENDUM (24)

This Articles of Incorporation shall enter into force on the 21st day of April, 2014.

ADDENDUM (25)

This Articles of Incorporation shall enter into force on the 8th day of August, 2014.

ADDENDUM (26)

This Articles of Incorporation shall enter into force on the 10th day of August, 2016.

ADDENDUM (27)

This Articles of Incorporation shall enter into force on the 22nd day of January, 2018.

ADDENDUM (28)

This Articles of Incorporation shall enter into force on the 16th day of September, 2019.

EX-99.(M-11) 5 d885075dex99m11.htm EX-99.(M-11) EX-99.(M-11)

Exhibit M-11

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

February 12, 2020

The Export-Import Bank of Korea

38 Eunhaeng-ro

Yeongdeungpo-gu

Seoul 07242

Republic of 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 offering pursuant to a registration statement under Schedule B (No. 333-217916) of US$500,000,000 aggregate principal amount of its 1.875% notes due 2025 (the “Notes”) 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 July 10, 2019, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated February 5, 2020, as filed with the Commission pursuant to Rule 424(b) 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 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-12) 6 d885075dex99m12.htm EX-99.(M-12) EX-99.(M-12)

Exhibit M-12

[Yoon & Yang Letterhead]

February 12, 2020

The Export-Import Bank of Korea

38 Eunhaeng-ro

Yeongdeungpo-gu

Seoul 07242

Republic of Korea

 

Re:

The Export-Import Bank of Korea / US$500,000,000 1.875% Notes Due 2025

Ladies and Gentlemen:

We have acted as special 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 (Registration No. 333-217916) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”) when it became effective (the “Registration Statement”) of US$500,000,000 1.875% notes due 2025 (the “Notes”) issued under the fiscal agency agreement dated August 1, 1991 (the “Fiscal Agency Agreement”) and made by and between the Issuer and The Bank of New York Mellon (the “Fiscal Agent”).

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.

the Registration Statement;

 

2.

the Prospectus dated July 10, 2019 contained in the Registration Statement as supplemented by the Prospectus Supplement dated February 5, 2020 relating to the Notes (as supplemented, the “Prospectus”);

 

3.

an executed copy of the Fiscal Agency Agreement;

 

4.

a copy of the executed Notes in global form;

 

5.

copies of the Articles of Incorporation and the Commercial Registry extracts of the Issuer;

 

6.

the internal regulations and the operating manual of the Issuer, including a copy of the internal regulations of delegation of the Issuer delegating authority to the Executive Director of the Risk Management Group of the Issuer in relation to the issuance of the Notes;

 

7.

a copy of the internal approval by the Executive Director of the Risk Management Group of the Issuer dated January 30, 2020; and

 

8.

a copy of the Issuer’s report filed with the Ministry of Economy and Finance of Korea (the “MOEF”) dated January 23, 2020.

As to any other matters of fact material to the opinion expressed herein, we have made no independent inquiry and have relied solely upon the certificates or oral or written statements of officers and other representatives of the Issuer.


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.

Based upon the foregoing, and subject to the further qualifications set forth below, we are of the opinion that:

 

  (i)

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 part of the Registration Statement;

 

  (ii)

The statements in the Prospectus concerning matters of Korean law (except for (x) Korean tax related statements as to which we opine on opinion (iii) and (y) 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;

 

  (iii)

The statements of Korean law contained in the Prospectus under the heading “Korean Taxation” provide a fair summary of the principal Korean tax consequences of an investment in the Notes in all material respects; and

 

  (iv)

The Notes have been duly authorized, executed, issued and delivered by the Issuer and constitute valid, binding and enforceable obligations of the Issuer.

Our opinion is subject to the following reservations and qualifications that enforcement may be limited or affected generally by (i) the bankruptcy, insolvency, liquidation, reorganization, rehabilitation or the restructuring of the Issuer pursuant to the laws of Korea now in force or subsequently enacted which generally affect the enforcement of creditors’ rights, (ii) certain restrictions that may be imposed by the MOEF, such as temporary suspension of payment or requiring the Issuer to obtain prior approval from the MOEF for repatriation of any amount payable under the Notes, in the event of emergency circumstances including but not limited to grave and sudden changes in domestic and foreign economic conditions or serious difficulty in international balance of payment, and (iii) the general principles of good morals and public order as provided in the Civil Code of Korea.

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.

 

Very truly yours,

/s/ Yoon & Yang

Yoon & Yang