Exhibit 4.4
[English translation]
MERGER AGREEMENT
BY AND BETWEEN
SHINHAN BANK CO., LTD. AND CHOHUNG BANK CO., LTD.
DECEMBER 30, 2005
AS AMENDED ON FEBRUARY 15, 2006
MERGER AGREEMENT
This merger agreement (hereinafter referred to as the "Agreement") has been
entered into on December 30, 2005 by and between Shinhan Bank Co., Ltd.
(hereinafter referred to as "Shinhan Bank") 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 Bank and Chohung Bank is a corporation established
under the laws of the Republic of Korea (hereinafter referred to as "Korea") and
engages in the banking business as provided under the Banking Act.
WHEREAS, as of the date hereof, the aggregate number of authorized shares of
Shinhan Bank is 800,000,000 shares of par value 5,000 Won, of which 214,205,935
shares (which is the number of shares after stock repurchase) 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
Shinhan Card and the Credit Card Business of Chohung Bank, with the number of
shares after the Split Merger being 677,109,966 shares) of common stock are
issued and outstanding.
WHEREAS, Chohung Bank and Shinhan Card Co., Ltd. (hereinafter referred to as
"Shinhan Card") will enter into a split merger agreement on the same date hereof
(hereinafter referred to as "Split Merger Agreement") pursuant to which the
Credit Card Business (as defined in the Split Merger Agreement) of Chohung Bank
shall be split off and merged into Shinhan Card.
WHEREAS, Shinhan Bank and Chohung Bank have agreed to be merged by way of merger
pursuant to this Agreement, excluding the Credit Card Business which is the
subject of the Split Merger Agreement.
NOW THEREFORE, Shinhan Bank 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.
"Merger" shall mean the merger between Shinhan Bank and Chohung Bank (excluding
the Credit Card Business of Chohung Bank which is being split off and merged
into
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Shinhan Card) by way of merger pursuant to this Agreement and the Act on
Structural Improvement of Financial Industry and the Commercial Code.
"Split Merger" shall mean the split-off of the Credit Card Business of Chohung
Bank and the merger of such business into Shinhan Card.
"Split Merger Agreement" shall have the meaning as defined in the Recitals
"Disappearing Company" shall mean Shinhan Bank as the company that winds up
following the Merger.
"Surviving Company" shall mean Chohung Bank as the company that continues to
exist following the Merger.
"Credit Card Business" shall have the meaning as defined in the Recitals.
"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 Merger by the
Financial Supervisory Commission.
"Merger Effective Date" shall have the meaning as defined in Article 2.2.
ARTICLE2 PRINCIPLES OF MERGER
2.1 Form of Merger
2.1.1 Following the Merger, Chohung Bank (hereinafter referred to as
"Chohung Bank" or "Surviving Company") shall continue to
exist, and Shinhan Bank (hereinafter referred to as "Shinhan
Bank" or "Disappearing Company") shall wind up.
2.1.2 The Surviving Company shall engage in the businesses permitted
by its Articles of Incorporation and applicable laws.
2.1.3 The name of the Surviving Company shall be "Shinhan Bank Co.,
Ltd."
2.2 Merger Effective Date
Provided that all the conditions to the Merger as provided under
Article 8 hereof are satisfied, the Merger shall be effective as of
0:00 A.M., April 1, 2006 ("Merger Effective Date") unless otherwise
agreed by Shinhan Bank and Chohung Bank as necessary due to additional
requirements related to the Required Approvals of Supervisory
Authorities.
2.3 Merger Ratio
2.3.1 The merger ratio between Chohung Bank and Shinhan Bank for the
Merger shall be 1 to 3.867799182.
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2.3.2 The Surviving Company shall assign its newly issued shares to
the shareholders listed in the shareholder registry of the
Disappearing Company as of the Merger Effective Date
(including shareholders who acquire the Disappearing Company's
shares after the date hereof pursuant to the proviso in
Article 7.2.6) in the ratio of 3.867799182 shares of the
Surviving Company's common stock, par value 5,000 Won, per one
share of the Disappearing Company'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 the
Surviving Company according to the ratio of the Merger,
provided that the shareholders of the Disappearing Company so
consent; provided further, however, that applicable laws shall
apply where such consent is not obtained from the shareholders
of the Disappearing Company.
2.4 Capital Increase
2.4.1 As part of the Merger, Chohung Bank shall issue 828,505,540
shares of Chohung Bank's common stock for 214,205,935 shares
of Shinhan Bank's common stock; provided, however, that if
Shinhan Bank issues shares after the date of this Agreement
and before the Merger Effective Date pursuant to the proviso
in Article 7.2.6, the number of shares that Chohung Bank shall
issue shall increase by the number of such issued shares of
Shinhan Bank multiplied by the ratio provided in Article
2.3.2.
2.4.2 Following the increase in the paid-in capital of Chohung Bank
by 4,142,527,700,000 Won pursuant to Article 2.4.1, the
paid-in capital immediately following the Merger shall be
7,528,077,530,000 Won, and the aggregate number of issued
shares of Chohung Bank immediately following the Merger shall
be 1,505,615,506 shares of common stock; provided, however,
that if Shinhan Bank issues shares after the date of this
Agreement and before the Merger Effective Date pursuant to the
proviso in Article 7.2.6, the paid-in capital of Chohung Bank
immediately following the Merger shall increase by the number
of such issued shares multiplied by 5,000 Won.
2.4.3 The reserve of the Surviving Company shall be the amount
calculated according to the generally accepted accounting
principles in Korea.
2.4.4 The number of shares to be issued as provided in Article 2.4.1
and the amount of paid-in capital as provided in Article 2.4.2
may be adjusted if the Surviving Company and the Disappearing
Company purchase shares from the existing shareholders that
object to the Merger and exercise their appraisal rights;
provided, however, that such adjustment shall not affect the
merger ratio for the Merger provided in Article 2.3.1.
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2.5 Board of Directors and General Meeting of Shareholders for Approval of
Merger
2.5.1 Each board of directors of the Surviving Company and the
Disappearing Company approved this Agreement on December 30,
2005.
2.5.2 Each of the Surviving Company and the Disappearing Company
shall approve the 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 the Surviving Company
As part of the Merger, the Articles of Incorporation of the Surviving
Company shall be amended as set forth in Attachment 1.
ARTICLE 3 ACTIONS ON THE MERGER EFFECTIVE DATE
On the Merger Effective Date, the Surviving Company and the Disappearing Company
shall take the following actions:
3.1 Transfer of All Assets, Liabilities, and Relevant Documents
The Disappearing Company shall transfer to the Surviving Company all of
its assets, liabilities, and relevant documents, and the Remaining
Company shall acquire them.
3.2 Transfer of Business Offices
The Disappearing Company shall transfer to the Surviving Company all of
its business offices and their businesses, and the Surviving Company
shall acquire them. The Disappearing Company shall provide in sound
form all the information required for the Surviving Company to succeed
to its business operations, and shall cooperate as necessary.
ARTICLE 4 CONSUMMATION AND EFFECTIVENESS OF MERGER
4.1 Report of Matters Related to the Merger
Promptly after the Merger Effective Date, the Surviving Company shall
convene a general meeting of shareholders as provided in Article 526 of
the Commercial Code and report the matters related to the Merger, or in
lieu thereof, convene a meeting of the board of directors and publicly
announce such matters related to the Merger.
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4.2 Effectiveness of Merger
The Merger shall take effect upon the filing of a merger registration
(the "Merger Registration") by the Surviving Company in the district
where its head office is located.
4.3 Issuance of Shares after the Merger
After the Merger takes effect, in circumstances where Chohung Bank is
required to issue new shares in lieu of Shinhan Bank's shares,
including (A) where a holder of convertible bonds issued by Shinhan
Bank before the date hereof requests conversion, (B) where a holder of
bonds with warrants issued by Shinhan Bank before the date hereof
exercises such warrants, or (C) where an employee or director of
Shinhan Bank who has been granted stock options before the date hereof
exercises such stock options, Chohung Bank shall adjust the number of
shares that it shall issue by applying the merger ratio for the Merger
provided in Article 2.3.1 to the number of shares requested to be
converted pursuant to the terms of such convertible bonds, the number
of shares for which warrants were exercised pursuant to the terms of
such bonds with warrants, and the number of shares for which stock
options were exercised pursuant to the terms of such stock options. The
same shall apply where cash is paid out in lieu of issuance of new
shares pursuant to the exercise of stock options.
ARTICLE 5 GOVERNANCE STRUCTURE OF THE SURVIVING COMPANY
5.1 The directors and audit committee members of the Surviving Company, and
the initial president and standing audit committee members of the
Surviving Company following the Merger, shall be elected as set forth
Attachment 4.
5.2 The directors and audit committee members of the Disappearing Company
shall be terminated as of the Merger.
5.3 The terms of office of the directors and audit committee members to be
elected pursuant to Article 5.1 shall be determined pursuant to the
Surviving Company's Articles of Incorporation (as amended as part of
the Merger and to apply mutatis mutandis in the remainder of this
Article) as set forth in Attachment 4. Such terms of office shall
commence on the date of the Merger Registration, provided, however,
that the Surviving Company may elect prior to the date of the Merger
Registration all or part of the persons set forth in Attachment 4 as
directors or audit committee members of the Surviving Company as
necessary to facilitate matters arising in relation to the Merger, in
which case the respective terms of office shall commence on the date
determined by the general meeting of shareholders of the Surviving
Company and expire on the date prescribed in Attachment 4.
5.4 The term of office of the president to be elected pursuant to Article
5.1 shall
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be determined pursuant to the Surviving Company's Articles of
Incorporation as set forth in Attachment 4. Such term of office shall
commence on the date of the Merger Registration, provided, however,
that the Surviving Company may elect prior to the date of the Merger
Registration the person set forth in Attachment 4 as the president of
the Surviving Company as necessary to facilitate matters arising in
relation to the Merger, in which case the respective term of office
shall commence on the date set forth in the resolution electing such
president and expire on the date prescribed in Attachment 4.
5.5 The terms of office of standing audit committee members to be elected
pursuant to Article 5.1 shall be determined pursuant to the Surviving
Company's Articles of Incorporation as set forth in Attachment 4. Such
terms of office shall commence on the date of the Merger Registration,
provided, however, that the Surviving Company may elect prior to the
date of the Merger Registration the persons set forth in Attachment 4
as the standing audit committee members of the Surviving Company as
necessary to facilitate matters arising in relation to the Merger, in
which case the respective terms of office shall commence on the date
set forth in the resolution electing such standing audit committee
members 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 Merger, Chohung Bank hereby represents and warrants
to Shinhan Bank the following, which shall be true and correct at and
as of the date of this Agreement and at and as of the 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 necessary authority and qualifications to own, lease and
operate its assets and businesses, and to conduct its
businesses as conducted as of the 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 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 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.
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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, and 677,109,966 shares of common stock shall be issued
and outstanding after the Split Merger. Chohung Bank
represents and warrants that other than 719,118,429 shares of
common stock (or 677,109,966 shares of common stock after the
Split Merger) referred to above and except as described in
Attachment 2 hereto, there are no outstanding (i) shares,
certificates of stock deposit, convertible bonds, bonds with
warrants, or exchangeable bonds, (ii) stock options granted by
Chohung Bank to its employees or directors, (iii) options or
agreements pursuant to which Chohung Bank may be required to
issue, convert into, or exchange for shares, or (iv) treasury
shares acquired by Chohung Bank.
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 Bank
In relation to this Merger, Shinhan Bank 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 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 Bank 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 Merger Effective Date.
6.2.2 Approval of Agreement; Enforceability. Shinhan 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 Shinhan Bank,
other than the approval of
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the Merger at the general meeting of shareholders provided in
Article 2.5.2. This Agreement has been duly executed by
Shinhan Bank, and subject to the approval of the Merger at the
general meeting of shareholders provided in Article 2.5.2.
constitutes a valid and binding agreement of Shinhan Bank,
enforceable in accordance with its terms.
6.2.3 Capitalization. The aggregate number of shares that Shinhan
Bank is authorized to issue is 800,000,000 shares. Of such
shares, 214,205,935 shares of common stock are issued and
outstanding, all of which have been duly issued and fully
paid. (Previously, 244,806,782 shares were issued and
outstanding, of which 30,600,847 shares have been repurchased
and retired). Shinhan Bank represents and warrants that other
than 244,806,782 shares referred to above and except as
described in Attachment 3 hereto, there are no outstanding (i)
shares, certificates of stock deposit, convertible bonds,
bonds with warrants, or exchangeable bonds, (ii) stock options
granted by Shinhan Bank to employees or directors, (iii)
options or agreements pursuant to which Shinhan Bank may be
required to issue, convert into, or exchange for shares, or
(iv) treasury shares acquired by Shinhan Bank.
6.2.4 Consents; Absence of Conflict of Interests. (1) The execution
and performance of this Agreement by Shinhan 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 Shinhan 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 Shinhan Bank is subject.
ARTICLE 7 COVENANTS
7.1 Covenants of Chohung Bank
Chohung Bank covenants to Shinhan Bank that it shall perform the
following from the date hereof until the 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 Merger as provided herein.
7.1.2 Access to Information. Chohung Bank shall provide reasonable
access to data or information requested by Shinhan Bank 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 Bank
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 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
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the conditions to the obligations of Shinhan Bank provided in
Article 8.2, Chohung Bank shall promptly notify Shinhan Bank
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 third party notices and obtain third party consents
required in connection with the transactions contemplated by
this Agreement.
7.1.5 Due Diligence. Shinhan Bank may conduct legal and accounting
due diligence on the business, properties and financial status
of Chohung Bank from the date hereof until the Merger
Effective Date, and Chohung Bank shall cooperate to the
maximum extent in response to requests for such due diligence
from Shinhan Bank, including by providing necessary data.
7.2 Covenants of Shinhan Bank
Shinhan Bank covenants to Chohung Bank that it shall perform the
following from the date hereof until the Merger Effective Date.
7.2.1 Taking Necessary Measures. Shinhan Bank shall use its best
efforts to obtain the Required Approvals of Supervisory
Authorities, and to consummate the Merger as provided herein.
7.2.2 Access to Information. Shinhan Bank shall provide reasonable
access to data or information requested by Chohung Bank or its
Representatives, provided that such access does not interfere
with Shinhan Bank's ordinary business affairs. Shinhan Bank
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 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 Bank shall
promptly notify Chohung Bank in writing of such fact together
with a description thereof.
7.2.4 Third Party Consents. Shinhan Bank 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 Bank from the date hereof until the Merger
Effective Date, and Shinhan Bank shall cooperate to the
maximum extent in response to requests for such due diligence
from Chohung Bank, including by providing necessary data.
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7.2.6 Restrictions of Issuance of New Shares. From the date hereof,
Shinhan Bank shall not issue new shares, convertible bonds, or
bonds with warrants, and shall not grant stock options, unless
(A) Shinhan Bank is required to issue new shares because a
holder of convertible bonds issued by Shinhan Bank before the
date hereof requests conversion, (B) Shinhan Bank is required
to issue new shares as a holder of bonds with warrants issued
by Shinhan Bank before the date hereof exercises such
warrants, (C) Shinhan Bank is required to issue new shares
because an employee or director of Shinhan Bank who has been
granted stock options before the date hereof exercises such
stock options, or (D) Shinhan Bank is required to issue new
shares under applicable law or otherwise.
ARTICLE 8 CONDITIONS TO THE MERGER
8.1 Conditions to the Obligations of Chohung Bank
The obligations of Chohung Bank to consummate the Merger pursuant to
this Agreement are subject to the following conditions being satisfied
on or prior to the 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 Bank 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 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 Merger Effective Date.
8.1.3 Covenants. Shinhan Bank 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 Bank
between the date of this Agreement and the Merger Effective
Date.
8.2 Conditions to the Obligations of Shinhan Bank
The obligations of Shinhan Bank to consummate the Merger pursuant to
this Agreement are subject to the following conditions being satisfied
on or prior to the Merger Effective Date, provided, however, that
Shinhan Bank may in writing waive or exempt such conditions in whole or
in part.
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8.2.1 Approval. The approval of the board of directors and the
general meeting of shareholders of both Chohung Bank and
Shinhan Bank 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 hereunder shall be true and correct
in all material respects at and as of the date of this
Agreement and at and as of the 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.
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 hereof and the Merger Effective Date.
ARTICLE 9 TERMINATION OF THE AGREEMENT
9.1 Cause of Termination
This Agreement may be terminated prior to the consummation of the
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 Bank
may give such notice for the cause provided in Article 9.1.5:
9.1.1 if Shinhan Bank and Chohung Bank mutually agree in writing to
terminate this Agreement;
9.1.2 if it becomes evident that the consummation of the Merger is
impossible or illegal due to the failure to obtain the
Required Approvals of Supervisory Authorities or changes in
applicable laws, and Shinhan Bank 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 Split
Merger is impossible due to causes such as the Split Merger
Agreement no longer having effect or the failure to obtain the
required approvals of supervisory authorities for the Split
Merger, and Shinhan Bank and Chohung Bank do not agree
otherwise within 30 days after such circumstances arise;
9.1.4 if there has been a breach by Shinhan Bank of any
representation, warranty, covenant, or other agreement
contained herein resulting in a
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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 Bank'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 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 Bank
Address: TaePyeng-Ro-2-Ga 120, Jung-Gu, Seoul
Telephone: 02) 757 - 2766
Facsimile: 02) 776 - 8194
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E-mail: xxxxxxxx@xxxxxxx.xxx
Attention: Xxxx-Xxxxx Jo, Planning 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 Shinhan Bank 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
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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 Bank Co., Ltd. Chohung Bank Co., Ltd.
/s/ Sang-Hun Shin /s/ Dong-Xx Xxxx
-------------------------------- ---------------------------------
Name: Sang-Hun Shin Name: Dong-Xx Xxxx
Title: Representative Director Title: Representative Director
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