Exhibit 4.5
[English translation]
SPLIT MERGER AGREEMENT
BY AND BETWEEN
SHINHAN CARD CO., LTD. AND CHOHUNG BANK CO., LTD.
DECEMBER 30, 2005
AS AMENDED ON FEBRUARY 15, 2006
SPLIT MERGER AGREEMENT
This split merger agreement (hereinafter referred to as the "Agreement") has
been entered into on December 30, 2005 by and between Shinhan Card Co., Ltd.
(hereinafter referred to as "Shinhan Card") whose principal place of business is
located in XxxXxxxx-Xx-0-Xx 000, Xxxx-Xx, Xxxxx, and Chohung Bank Co., Ltd.
(hereinafter referred to as "Chohung Bank") whose principal place of business is
located in XxxXxxXxxxXx-0-Xx 00, Xxxx-Xx, Xxxxx, each of which is a corporation
established under the laws of the Republic of Korea. An amendment to the
Agreement has been entered into between the same parties on February 15, 2006,
which is reflected below.
RECITALS
WHEREAS, each of Shinhan Card and Chohung Bank is a corporation established
under the laws of the Republic of Korea (hereinafter referred to as "Korea"),
and Shinhan Card mainly engages in the credit card business as provided by the
Credit Specialty Financial Business Act while Chohung Bank mainly engages in the
banking business as provided by Banking Act, the trust business as provided by
the Trust Business Act, and the credit card business as provided by Credit
Specialty Financial Business Act.
WHEREAS, as of the date hereof, the aggregate number of authorized shares of
Shinhan Card is 100,000,000 shares of par value 5,000 Won, of which 30,569,400
shares of common stock are issued and outstanding, and the aggregate number of
authorized shares of Chohung Bank is 2,000,000,000 shares of par value 5,000
Won, of which 719,118,429 shares (which is the number of shares before the Split
Merger) of common stock are issued and outstanding.
WHEREAS, Chohung Bank and Shinhan Bank Co., Ltd. (hereinafter referred to as
"Shinhan Bank") will enter into a merger agreement on the same date hereof
(hereinafter referred to as the "Merger Agreement") pursuant to which Shinhan
Bank and Chohung Bank shall be merged by way of merger.
WHEREAS, Shinhan Card and Chohung Bank have agreed that the Credit Card Business
(as defined in Article 1) of Chohung Bank be split off and merged into Shinhan
Card pursuant to this Agreement.
NOW THEREFORE, Shinhan Card and Chohung Bank hereby agree as follows:
ARTICLE 1 DEFINITIONS
Except as otherwise provided by this Agreement, the following terms shall have
the following meanings:
"Representatives" shall mean directors, employees, agencies, accountants,
consultants, or attorneys of the parties hereto who are authorized by the
parties hereto to engage in the matters pursuant to this Agreement.
"Split Merger" shall mean the split-off of the Credit Card Business (as defined
in
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Article 1) of Chohung Bank and the merger of such business into Shinhan Card
pursuant to this Agreement and the Act on Structural Improvement of Financial
Industry and the Commercial Code.
"Split Merger Effective Date" shall have the meaning as defined in Article 2.2.
"Credit Card Business" shall mean credit card business of Chohung Bank,
including assets and liabilities related thereto, which shall be split off from
Chohung Bank and merged into Shinhan Card as a result of the Split Merger.
"Required Approvals of Supervisory Authorities" shall mean the approvals of
supervisory authorities that are required for the execution and performance of
this Agreement, including, but not limited to, the approval of the Split Merger
by the Financial Supervisory Commission.
ARTICLE 2 PRINCIPLES OF SPLIT MERGER
2.1 Form of Split Merger
2.1.1 As a result of the Split Merger, the Credit Card Business of
Chohung Bank shall be split off and merged into Shinhan Card.
2.1.2 Shinhan Card, into which the Credit Card Business of Chohung
Bank shall be merged after splitting off from Chohung Bank as
a result of the Split Merger, shall engage in the businesses
permitted by Shinhan Card's Articles of Incorporation and
applicable laws.
2.1.3 The name of Shinhan Card, the surviving company after the
Split Merger, shall be "Shinhan Card Co., Ltd."
2.2 Split Merger Effective Date
Provided that all the conditions to the Split Merger as provided under
Article 8 hereof are satisfied, the Split Merger shall be effective as
of 0:00 A.M., April 1, 2006 ("Split Merger Effective Date") unless
otherwise agreed by Shinhan Card and Chohung Bank as necessary due to
additional requirements related to the Required Approvals of
Supervisory Authorities.
2.3 Split Merger Ratio
2.3.1 The merger ratio for the Split Merger shall be 1 to
0.980941772.
2.3.2 Shinhan Card shall assign its newly issued shares to the
shareholders listed in the shareholder registry of Chohung
Bank as of the Split Merger Effective Date in the ratio of
0.980941772 shares of Shinhan Card's common stock, par value
5,000 Won, per one share of Chohung Bank's common stock, par
value 5,000 Won.
2.3.3 Notwithstanding Article 2.3.2, no fractional shares shall be
issued as a result of assigning the newly issued shares of
Shinhan Card according
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to the ratio of the Split Merger, provided that the
shareholders of Chohung Bank so consent; provided further,
however, that applicable laws shall apply where such consent
is not obtained from the shareholders of Chohung Bank.
2.4 Capital Decrease of Chohung Bank and Capital Increase of Shinhan Card
2.4.1 Chohung Bank's paid-in capital shall decrease by
210,042,315,000 Won from 3,595,592,145,000 Won to
3,385,549,830,000 Won as a result of the split-off of the
Credit Card Business Department as part of the Split Merger,
and the aggregate number of issued shares of Chohung Bank
shall decrease by 42,008,463 shares from 719,118,429 shares to
677,109,966 shares.
2.4.2 The properties of the Credit Card Business of Chohung Bank,
including its assets and liabilities, to be transferred to
Shinhan Card as part of the Split Merger, and their values
shall be determined as follows:
2.4.2.1 The scope and value of such properties shall
initially be determined as set forth in the Schedule
of Transferred Assets and Liabilities attached hereto
as Attachment 2, which is based on the Split Merger
Balance Sheet of Chohung Bank prepared as of
September 30, 2005 attached hereto as Attachment 3.
The scope and value of such properties shall be
conclusively determined according to a revised Split
Merger Balance Sheet and a revised Schedule of
Transferred Assets and Liabilities to be prepared as
of the Split Merger Effective Date, which shall
reflect changes in assets and liabilities resulting
from the business and financial activities of the
Credit Card Business of Chohung Bank up to the Split
Merger Due Date, provided that the ratio for the
Split Merger as set forth in Article 2.3.1 shall be
retained.
2.4.2.2 The values of the transferred assets and liabilities
as determined pursuant to Article 2.4.2.1 shall be
their book values as of the date immediately
preceding the Split Merger Effective Date (March 31,
2006), provided that in conclusively determining such
values, the results of examinations of a third party
appraiser (which shall be a certified public
accountant) selected through consultation between
Shinhan Card and Chohung Bank shall be reflected.
2.4.3 As part of the Split Merger, Shinhan Card shall issue
41,207,856 shares of Shinhan Card's common stock to Shinhan
Financial Group Co., Ltd, the sole shareholder of Chohung
Bank.
2.4.4 Following the increase in the paid-in capital of Shinhan Card
by 206,039,280,000 Won pursuant to Article 2.4.3, the paid-in
capital
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immediately following the Split Merger shall be
358,886,280,000 Won, and the aggregate number of issued shares
of Shinhan Card immediately following the Split Merger shall
be 71,777,256 shares of common stock.
2.4.5 The reserve of Shinhan Card shall be the amount calculated
according to the generally accepted accounting principles in
Korea.
2.5 Board of Directors and General Meeting of Shareholders for Approval of
the Split Merger
2.5.1 Each board of directors of Shinhan Card and Chohung Bank
approved this Agreement on December 30, 2005.
2.5.2 Each of Shinhan Card and Chohung Bank shall approve the Split
Merger through an extraordinary general meeting of
shareholders to be held on February 15, 2006; provided,
however, that if the Required Approvals of Supervisory
Authorities are obtained after February 15, 2006, the
extraordinary general meeting of shareholders shall be held as
soon as possible to the extent permitted under relevant laws
after such Required Approvals of Supervisory Authorities are
obtained.
2.6 Articles of Incorporation of Shinhan Card
As part of the Split Merger, the Articles of Incorporation of Shinhan
Card shall be amended as set forth in Attachment 1.
ARTICLE 3 ACTIONS ON THE SPLIT MERGER EFFECTIVE DATE
On the Split Merger Effective Date, Shinhan Card and Chohung Bank shall take the
following actions:
3.1 Transfer of All Assets, Liabilities, and Relevant Documents
Chohung Bank shall transfer to Shinhan Card all of the assets,
liabilities, and relevant documents of its Credit Card Business, and
Shinhan Card shall acquire them.
3.2 Transfer of Business Office
Chohung Bank shall transfer to Shinhan Card all of the business offices
and their businesses relating to its Credit Card Business, and Shinhan
Card shall acquire them. Chohung Bank shall provide in sound form all
the information required for Shinhan Card to succeed to the business
operations of its Credit Card Business, and shall cooperate as
necessary.
ARTICLE 4 CONSUMMATION AND EFFECTIVENESS OF THE SPLIT MERGER
4.1 Report of Matters Related to the Split Merger
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Promptly after the Split Merger Effective Date, Shinhan Card shall
convene a general meeting of shareholders as provided in Article 526 of
the Commercial Code and report the matters related to the Split Merger,
or in lieu thereof, convene a meeting of the board of directors and
publicly announce such matters related to the Split Merger.
4.2 Effectiveness of the Split Merger
The Split Merger shall take effect upon the filing of a split merger
registration (the "Split Merger Registration") by Shinhan Card in the
district where its head office is located.
ARTICLE 5 GOVERNANCE STRUCTURE OF SHINHAN CARD
5.1 The directors and audit committee members of Shinhan Card shall
continue in office or be newly elected as set forth in Attachment 4.
The terms of office of the continuing directors and audit committee
members shall be the same as resolved by the general meeting of
shareholders originally electing such directors and audit committee
members, and the terms of office of newly elected directors and audit
committee members shall be as set forth in Attachment 4. Non-continuing
directors and audit committee members shall be terminated as of the
Split Merger.
5.2 The terms of office of the directors and audit committee members to be
newly elected pursuant to Article 5.1 shall be determined pursuant to
Shinhan Card's Articles of Incorporation (as amended as part of the
Split Merger and to apply mutatis mutandis in the remainder of this
Agreement) as set forth in Attachment 4. Such terms of office shall
commence on the date of the Split Merger Registration, provided,
however, that Shinhan Card may elect prior to the date of the Split
Merger Registration all or any of the persons set forth in Attachment 4
as newly elected directors or audit committee members of Shinhan Bank
as necessary to facilitate matters arising in relation to the Split
Merger, in which case the respective terms of office shall commence on
the date determined by the general meeting of shareholders of Shinhan
Bank and expire on the date prescribed in Attachment 4.
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of Chohung Bank
In relation to this Split Merger, Chohung Bank hereby represents and
warrants to Shinhan Card the following, which shall be true and correct
at and as of the date of this Agreement and at and as of the Split
Merger Effective Date (except to the extent that a representation or
warranty expressly speaks as of a specified date, which representation
or warranty shall be true and correct at and as of such specified
date):
6.1.1 Establishment. Chohung Bank is a company duly organized and
validly existing under the laws of the Republic of Korea, with
all
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necessary authority and qualifications to own, lease and
operate its assets and businesses, and to conduct its
businesses as conducted as of the Split Merger Effective Date.
6.1.2 Approval of Agreement; Enforceability. Chohung Bank has the
authority and qualifications to execute, enter into, and
deliver this Agreement, and to perform the obligations
hereunder. As of the date hereof, the execution and
performance of this Agreement has been duly authorized by all
necessary organizational action on the part of Chohung Bank,
other than the approval of the Split Merger at the general
meeting of shareholders provided in Article 2.5.2. This
Agreement has been duly executed by Chohung Bank, and subject
to the approval of the Split Merger at the general meeting of
shareholders provided in Article 2.5.2. constitutes a valid
and binding agreement of Chohung Bank, enforceable in
accordance with its terms.
6.1.3 Capitalization. The aggregate number of shares that Chohung
Bank is authorized to issue is 2,000,000,000 shares. Of such
shares, 719,118,429 shares of common stock are issued and
outstanding, all of which have been duly issued and fully
paid.
6.1.4 Consents; Absence of Conflict of Interests. (1) The execution
and performance of this Agreement by Chohung Bank require no
approval of any supervisory authority other than the Required
Approvals of Supervisory Authorities, and (2) the execution
and performance of this Agreement do not and will not (A)
contravene or conflict with Chohung Bank's Articles of
Incorporation or its other organizational documents or (B)
result in a violation of laws or approvals of supervisory
authorities to which Chohung Bank is subject.
6.2 Representations and Warranties of Shinhan Card
In relation to this Split Merger, Shinhan Card hereby represents and
warrants to Chohung Bank the following, which shall be true and correct
at and as of the date of this Agreement and at and as of the Split
Merger Effective Date (except to the extent that a representation or
warranty expressly speaks as of a specified date, which representation
or warranty shall be true and correct at and as of such specified
date):
6.2.1 Establishment. Shinhan Card is a company duly organized and
validly existing under the laws of the Republic of Korea, with
all necessary authority and qualifications to own, lease and
operate its assets and businesses, and to conduct its
businesses as conducted as of the Split Merger Effective Date.
6.2.2 Approval of Agreement; Enforceability. Shinhan Card has the
authority and qualifications to execute, enter into, and
deliver this Agreement, and to perform the obligations
hereunder. As of the date hereof, the execution and
performance of this Agreement has been
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duly authorized by all necessary organizational action on the
part of Shinhan Card, other than the approval of the Split
Merger at the general meeting of shareholders provided in
Article 2.5.2. This Agreement has been duly executed by
Shinhan Card, and subject to the approval of the Split Merger
at the general meeting of shareholders provided in Article
2.5.2. constitutes a valid and binding agreement of Shinhan
Card, enforceable in accordance with its terms.
6.2.3 Capitalization. The aggregate number of shares that Shinhan
Card is authorized to issue is 100,000,000 shares. Of such
shares, 30,569,400 shares of common stock are issued and
outstanding, all of which have been duly issued and fully
paid.
6.2.4 Consents; Absence of Conflict of Interests. (1) The execution
and performance of this Agreement by Shinhan Card require no
approval of any supervisory authority other than the Required
Approvals of Supervisory Authorities, and (2) the execution
and performance of this Agreement do not and will not (A)
contravene or conflict with Shinhan Card's Articles of
Incorporation or its other organizational documents or (B)
result in a violation of laws or approvals of supervisory
authorities to which Shinhan Card is subject.
ARTICLE 7 COVENANTS
7.1 Covenants of Chohung Bank
Chohung Bank covenants to Shinhan Card that it shall perform the
following from the date hereof until the Split Merger Effective Date.
7.1.1 Taking Necessary Measures. Chohung Bank shall use its best
efforts to obtain the Required Approvals of Supervisory
Authorities, and to consummate the Split Merger as provided
herein.
7.1.2 Access to Information. Chohung Bank shall provide reasonable
access to data or information requested by Shinhan Card or its
Representatives, provided that such access does not interfere
with Chohung Bank's ordinary business affairs. Chohung Bank
shall cause its Representatives to consult with Shinhan Card
with regard to providing data and information as described
above.
7.1.3 Notice. If conditions or circumstances arise (i) that may have
a material adverse effect on the Split Merger, (ii) that would
cause the representations and warranties provided in this
Agreement to be untrue or incorrect in material respects, or
(iii) that prevents the satisfaction of the conditions to the
obligations of Shinhan Card provided in Article 8.2, Chohung
Bank shall promptly notify Shinhan Card in writing of such
fact together with a description thereof.
7.1.4 Third Party Consents. Chohung Bank shall use its best effort
to give
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third party notices and obtain third party consents required
in connection with the transactions contemplated by this
Agreement.
7.1.5 Due Diligence. Shinhan Card may conduct legal and accounting
due diligence on the business, properties and financial status
of Chohung Bank from the date hereof until the Split Merger
Effective Date, and Chohung Bank shall cooperate to the
maximum extent in response to requests for such due diligence
from Shinhan Card, including by providing necessary data.
7.2 Covenants of Shinhan Card
Shinhan Card covenants to Chohung Bank that it shall perform the
following from the date hereof until the Split Merger Effective Date.
7.2.1 Taking Necessary Measures. Shinhan Card shall use its best
efforts to obtain the Required Approvals of Supervisory
Authorities, and to consummate the Split Merger as provided
herein.
7.2.2 Access to Information. Shinhan Card shall provide reasonable
access to data or information requested by Chohung Bank or its
Representatives, provided that such access does not interfere
with Shinhan Card's ordinary business affairs. Shinhan Card
shall cause its Representatives to consult with Chohung Bank
with regard to providing data and information as described
above.
7.2.3 Notice. If conditions or circumstances arise (i) that may have
a material adverse effect on the Split Merger, (ii) that would
cause the representations and warranties provided in this
Agreement to be untrue or incorrect in material respects, or
(iii) that prevents the satisfaction of the conditions to the
obligations of Chohung Bank provided in Article 8.1, Shinhan
Card shall promptly notify Chohung Bank in writing of such
fact together with a description thereof.
7.2.4 Third Party Consents. Shinhan Card shall use its best effort
to give third party notices and obtain third party consents
required in connection with the transactions contemplated by
this Agreement.
7.2.5 Due Diligence. Chohung Bank may conduct legal and accounting
due diligence on the business, properties and financial status
of Shinhan Card from the date hereof until the Split Merger
Effective Date, and Shinhan Card shall cooperate to the
maximum extent in response to requests for such due diligence
from Chohung Bank, including by providing necessary data.
ARTICLE 8 CONDITIONS TO THE SPLIT MERGER
8.1 Conditions to the Obligations of Chohung Bank
The obligations of Chohung Bank to consummate the Split Merger pursuant
to
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this Agreement are subject to the following conditions being satisfied
on or prior to the Split Merger Effective Date, provided, however, that
Chohung Bank may in writing waive or exempt such conditions in whole or
in part.
8.1.1 Approval. The approval of the board of directors and the
general meeting of shareholders of both Chohung Bank and
Shinhan Card and the Required Approvals of Supervisory
Authorities shall have been obtained, and all other
requirements under applicable laws of Korea shall have been
satisfied, as required for the execution of this Agreement and
the performance of the transactions contemplated hereby.
8.1.2 Representations and Warranties. The representations and
warranties of Shinhan Card under this Agreement shall be true
and correct in all material respects at and as of the date of
this Agreement and at and as of the Split Merger Effective
Date.
8.1.3 Covenants. Shinhan Card shall have performed in all material
respects the covenants and all other obligations required to
be performed by it under this Agreement.
8.1.4 Material Adverse Changes. A material adverse change shall not
have occurred to the properties or businesses of Shinhan Card
between the date of this Agreement and the Split Merger
Effective Date.
8.2 Conditions to the Obligations of Shinhan Card
The obligations of Shinhan Card to consummate the Split Merger pursuant
to this Agreement are subject to the following conditions being
satisfied on or prior to the Split Merger Effective Date, provided,
however, that Shinhan Card may in writing waive or exempt such
conditions in whole or in part.
8.2.1 Approval. The approval of the board of directors and the
general meeting of shareholders of both Chohung Bank and
Shinhan Card and the Required Approvals of Supervisory
Authorities shall have been obtained, and all other
requirements under applicable laws of Korea shall have been
satisfied, as required for the execution of this Agreement and
the performance of the transactions contemplated hereby.
8.2.2 Representations and Warranties. The representations and
warranties of Chohung Bank under this Agreement shall be true
and correct in all material respects at and as of the date of
this Agreement and at and as of the Split Merger Effective
Date.
8.2.3 Covenants. Chohung Bank shall have performed in all material
respects the covenants and all other obligations required to
be performed by it under this Agreement.
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8.2.4 Material Adverse Changes. A material adverse change shall not
have occurred to the properties or businesses of Chohung Bank
between the date of this Agreement and the Split Merger
Effective Date.
ARTICLE 9 TERMINATION OF AGREEMENT
9.1 Cause of Termination
This Agreement may be terminated prior to the consummation of the Split
Merger for the following causes upon written notice from either party
to the other party, provided that only Chohung Bank may give such
notice for the cause provided in Article 9.1.4 and only Shinhan Card
may give such notice for the cause provided in Article 9.1.5:
9.1.1 if Shinhan Card and Chohung Bank mutually agree in writing to
terminate this Agreement;
9.1.2 if it becomes evident that the consummation of the Split
Merger is impossible or illegal due to the failure to obtain
the Required Approvals of Supervisory Authorities or changes
in applicable laws, and Shinhan Card and Chohung Bank do not
agree otherwise within 30 days after such circumstances arise;
9.1.3 if it becomes evident that the consummation of the merger
between Chohung Bank, excluding its Credit Card Business, and
Shinhan Bank pursuant to the Merger Agreement is impossible
due to causes such as the Merger Agreement no longer having
effect or the failure to obtain the required approvals of
supervisory authorities for such merger, and Shinhan Card and
Chohung Bank do not agree otherwise within thirty days after
such circumstances arise;
9.1.4 if there has been a breach by Shinhan Card of any
representation, warranty, covenant, or other agreement
contained herein resulting in a material adverse effect, and
such breach has not been cured within 30 days after receipt of
Chohung Bank's written request for cure; or
9.1.5 if there has been a breach by Chohung Bank of any
representation, warranty, covenant, or other agreement
contained herein resulting in a material adverse effect, and
such breach has not been cured within 30 days after receipt of
Shinhan Card's written request for cure.
9.2 Effect of Termination
9.2.1 If this Agreement is terminated, each party shall, at the
request of the other party, return or destroy the data or
information that the other party has provided within 14 days
after the date of termination.
9.2.2 Notwithstanding any termination of this Agreement, any claim
for damages or other rights or remedies that one party has
against the other party arising from a breach or violation of
this Agreement shall
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remain in full force and effect and survive such termination.
9.2.3 Notwithstanding any termination of this Agreement, Articles
9.2, 10.1, 10.2, 10.3, 10.9, 10.10, and 10.11 of this
Agreement shall remain in full force and effect and survive
such termination.
ARTICLE 10 GENERAL PROVISIONS
10.1 Confidentiality
Neither party may make public, disclose, or leak to a third party the
contents of this Agreement or the data or information provided by the
other party in the course of negotiations for, execution of, and
performance of this Agreement without the prior written consent of the
other party, provided, however, that such data or information may be
disclosed if required by applicable law or court order.
10.2 Expenses
Expenses incurred in connection with the execution or performance of
this Agreement shall be paid by the party incurring such expenses.
10.3 Notice
All notices, requests, demands, and other communications in connection
with this Agreement shall be given by personal delivery, registered
mail or facsimile transmission to the following addresses:
(a) Notice to Shinhan Card
Address: TaePyeng-Ro-2-Ga 120, Jung-Gu, Seoul
Telephone: 02) 6262 - 7360
Facsimile: 02) 6263 - 7115
E-mail: xxx000@xxxxxxx.xxx
Attention: Sung-Ha Jo, Management Support Manager
(b) Notice to Chohung Bank
Address: NamDaeMoonRo-1-Ga 14, Jung-Gu, Seoul
Telephone: 02) 2010 - 2296
Facsimile: 02) 2010 - 2062
E-mail: xxxxxx@xxx.xx.xx
Attention: Xxxx-Xxx Xxx, Planning Manager
A party may change its address provided above at any time with prior
written notice to the other party.
10.4 Modification; Amendment
This Agreement may be modified or amended by a written agreement
between
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Shinhan Card and Chohung Bank.
10.5 Waiver
No failure on the part of a party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of such right by such party
preclude further exercise thereof.
10.6 Entire Agreement
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement as of the date
hereof, and there are no agreements, conditions, or obligations with
respect to the subject matter of this Agreement, whether oral or
written, or express or implied, except as set forth in this Agreement.
10.7 Severability
The illegality, invalidity or unenforceability in any respect of any
provision of this Agreement, including sentences, phrases, or portions
thereof, shall not affect the legality, validity or enforceability of
any other provision of this Agreement, provided that such illegality,
invalidity or unenforceability does not cause interference with the
attainment of the objective of this Agreement.
10.8 Assignment
Neither party may assign or delegate its rights or obligations under
this Agreement without the prior written consent of the other party.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their successors and assigns.
10.9 Governing Law
All questions concerning the interpretation or performance of this
Agreement and the resolution of disputes arising in connection with
this Agreement shall be governed by the laws of Korea.
10.10 Governing Language
This Agreement shall be executed in the Korean language, and the Korean
version of this Agreement shall prevail in case of conflict with a
translated version thereof, regardless of which party prepared such
translation.
10.11 Resolution of Conflicts
Both parties agree that the Seoul Central District Court shall have
non-exclusive jurisdiction over any dispute related to the execution,
performance, interpretation or violation of this Agreement.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties have caused the persons authorized to represent
such parties to print his or her name and affix seal to this Agreement.
Shinhan Card Co., Ltd Chohung Bank Co., Ltd.
/s/ Sung-Gyun Hong /s/ Dong-Xx Xxxx
---------------------------------- ---------------------------------
Name: Sung-Gyun Hong Name: Dong-Xx Xxxx
Title: Representative Director Title: Representative Director
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