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RULES ON PUBLICATION OF IMPORTANT MATTERS ON COMPANY BELONGING TO ENTERPRISE GROUP SUBJECT TO LIMITATIONS ON MUTUAL INVESTMENT (이 영문법령은 공정거래위원회에서 제공하였습니다.)

Notice No. 200913, Jul. 8, 2009

Amended by Notice No. 20122, Jan. 26, 2012

Notice No. 201410, Nov. 17, 2014

CHAPTER I GENERAL PROVISIONS
 Article 1 (Purpose)
The purpose of this Rule is to prescribe necessary matters for the publication on current status, etc. of enterprise group (hereinafter referred to as “publication of important matters on a company that belongs to the enterprise group subject to the limitations on mutual investment”) pursuant to Article 11-4 (Publication on Current Status, etc. of Enterprise Group) of the Monopoly Regulation and Fair Trade Act (hereinafter referred to as “Act”) and Article 17-11 (Publication on Current Status, etc. of Enterprise Group) of the Enforcement Decree of the same Act (hereinafter referred to as “Enforcement Decree”) and the publication of important matters by unlisted companies, etc. (hereinafter referred to as “publication of important matters by unlisted companies”) pursuant to Article 11-3 (Publication of Important Matters by Unlisted Companies, etc.) of the Act and Article 17-10 (Publication of Important Matters by Unlisted Companies, etc.) of the Enforcement Decree.
 Article 2 (Definition of Terms)
(1) The term “company subject to the publication of important matters on a company that belongs to the enterprise group subject to the limitations on mutual investment” (hereinafter referred to as “company subject to publication”) means all companies that belongs to the enterprise group subject to the limitations on mutual investment referred to in Article 17 (1) of the Enforcement Decree: Provided, That this shall exclude a company whose total amount of assets is less than ten billion won as of the end of the immediately preceding business year and which is under liquidation or has been suspending its business for not less than one year.
(2) The term “company subject to frequent publication of important matters by unlisted companies” (hereinafter referred to as “unlisted company subject to frequent publication”) means a company that belongs to the enterprise group subject to the limitations on mutual investment referred to in Article 17-10 (1) of the Enforcement Decree of the same Act (excluding a company operating financial or insurance services), excluding stock-listed corporation referred to in Article 9 (15) of the Financial Investment Services and Capital Markets Act: Provided, That this shall exclude a company whose total amount of assets is less than ten billion won as of the end of the immediately preceding business year and which is under liquidation or has been suspending its business for not less than one year.
(3) The term “representative company of enterprise group” means, among companies subject to publication, a representative of the enterprise group subject to the limitations on mutual investment, which it belongs, responsible for collection and publication of publicized matters of the company that belongs to relevant enterprise group subject to the limitations on mutual investment and for preparation of matters, of which the preparation is difficult for individual companies.
(4) The term “consignment institution” means the Financial Services Commission which was entrusted with the business related to the publication by the Fair Trade Commission pursuant to Article 11-3 (2) of the Act.
(5) The term “electronic publication system” means an operational structure of electronic system developed and operated by the consignment institution for an electronic publication.
(6) The term “electronic document” means a standardized data in the form of document, which is transferred, processed or kept by electronic publication system.
 Article 3 (Faithful Performance, etc. of Duty of Publicizing Important Matters)
(1) Where an important matter of a company subject to publication occurs or changes, the company subject to publication shall publicize it as prescribed by the Act, the Enforcement Decree or this Notification.
(2) A representative company of enterprise group shall collect the publicized matters of the companies subject to publication, excluding the representative company of enterprise group, (hereinafter referred to as “individual companies” in this Article) and shall prepare the publicized matters under each subparagraph of paragraph (4) faithfully.
(3) Individual companies shall support the representative company of enterprise group faithfully so that the representative company of enterprise group collects the publicized matters of the enterprise group subject to the limitations on mutual investment, which it belongs, thereby allowing the publication of a true information of the whole the relevant enterprise group subject to the limitations on mutual investment.
(4) In cases of publicized matters falling under any of the following subparagraphs, a representative company of enterprise group shall faithfully prepare and publicize a form of publication of important matters on the enterprise group subject to the limitations on mutual investment, representing the enterprise group subject to the limitations on mutual investment:
1. Details of exclusion of the affiliated companies belonging to the enterprise group subject to the limitations on mutual investment;
2. The name, business contents, financial status and other general status of a company belonging to the enterprise group subject to the limitations on mutual investment, whose total amount of assets is less than ten billion won as of the end of the immediately preceding business year and which is under liquidation or has been suspending its business for not less than one year;
3. Status of cross-shareholding among affiliated companies of the enterprise group, to which they belong;
4. Other publicized matters, of which the preparation is difficult for individual companies.
 Article 4 (Matters of Mandatory Publication)
(1) The important matters that shall be publicized by a company subject to publication mean matters falling under the following subparagraphs:
1. General status of companies belonging to the enterprise group subject to the limitations on mutual investment:
(a) The outline of a company including its name, representative and date of establishment, the date of being included in the affiliation, the type of business operated (stated by the classification according to the detailed classification of the table of Korean Standard Industrial Classification of the Statistics Korea), number of employees, whether the company is listed or not and the settling day of the company;
(b) Financial status including asset, debt, capital and debt ratio;
(c) Status of gain and loss including sales, business profits, cost of interest and net profit during the term;
(d) Status of overseas affiliated companies;
(e) Breakdown of changes of affiliated companies;
2. Operational status of executive directors and board of directors, etc. of the company belonging to the enterprise group subject to the limitations on mutual investment:
(a) The name of executives, position, date of appointment, matters of concurrent office, relationship with the same person, major career and matters of change, etc.;
(b) Operation status including the board of directors, the committee in the board of directors (referring to the committee pursuant to Article 393-2 of the Commercial Act), and the system related to a general meeting of stockholders;
3. Status of owning stocks of the company belonging to the enterprise group subject to the limitations on mutual investment:
(a) Status of owning stocks of the persons with special interest (the category thereof shall be classified by the same person, relatives, non-profit corporation, affiliated company, own stock, etc.);
(b) Details of owning stocks by the largest stockholder (in cases where the same person only or with the relevant persons with the same person are the largest investor, including the same person and the relevant persons with the same person);
(c) Status of owning stocks among affiliated companies;
4. Status of providing or trading fund, asset, and goods and services between the company belonging to the enterprise group subject to the limitations on mutual investment and the person with special interest thereof:
(a) Status of borrowing funds from the affiliated companies;
(b) Status of lending funds to the persons with special interest (excluding affiliated companies; hereinafter the same shall apply in this subparagraph);
(c) Status of trading securities among affiliated companies;
(d) Status of trading securities with the persons with special interest;
(e) Status of trading goods and services among affiliated companies;
(f) “Affiliated company in which the persons with special interest hold stocks more than the ratio prescribed by Presidential Decree” and status of trading fund, asset, goods and services between the same person and the relevant person therewith (including trading price, trading weight, type of trading business and types of traidng asset, etc.) pursuant to the main sentence of Article 23-2 (Prohibition on Providing, etc. Unfair Profits to Persons with Special Interest) (1) under the Monopoly Regulation and Fair Trade Act;
(g) Details of trading major goods and services among unlisted company and affiliated companies thereof (referring to the details of trading subjects of publication pursuant to Article 11-4 (Publication on Current Status, etc. of Enterprise Group) (1) and Article 17-11 (2) 6 of the Enforcement Decree of the same Act);
(h) Status of trading other assets among affiliated companies;
(i) Status of trading other assets with persons with special interest;
(j) Status of bond and debt balance as a result of trade among affiliated companies;
(k) Status of mutual debt guarantee among affiliated companies;
(l) Status of providing securities among affiliated companies;
(m) Details of trading major goods and services between the listed company and affiliated company thereof (referring to the details of trading subjects of publication pursuant to Article 11-4 (Publication on Current Status, etc. of Enterprise Group) (1) and Article 17-11 (2) 6 of the Enforcement Decree of the same Act);
5. Status of all cross-shareholdings among companies belonging to the enterprise group subject to the limitations on mutual investment:
(a) Status of cross-shareholding among affiliated companies;
(b) Details of changes in cross-shareholding among affiliated companies.
(2) The following base date shall apply to each matters of publication pursuant to paragraph (1):
1. Paragraph (1) 1: as of the end of the business year, belonging to the immediately preceding year of the publication deadline in Article 5 (2) 1: Provided, That in case of paragraph (1) 1 (e), it shall be based on the changes of the affiliated company from the designated date of the previous year and to the designated date of this year of the enterprise group subject to the limitations on mutual investment pursuant to Article 17 (1) of the Enforcement Decree;
2. Paragraph (1) 2: as of April 30 of the relevant year, to which the deadline of publication under Article 5 (2) 1 belongs;
3. Paragraph (1) 3 (a) and (b) and 5 (a): as of April 1 of the relevant year, to which the deadline of publication under Article 5 (2) 1 belongs;
4. Paragraph (1) 3 (c), paragraph (1) 4 and 5 (b): as of the end of the immediately previous quarter of the deadline of publication under Article 5 (2) 2 (in cases where the publicized matter is flux, based on the period from the initiation date to the end date of the immediately preceeding quarter): Provided, That in cases of items (e), (f), (g) and (i) of paragraph (1) 4, based on the period from the initiation date to the end date of the immediately previous business year.
(3) In carrying out the publication duty pursuant to paragraph (1), where it is difficult to figure out the information of a company, among those belonging to the enterprise group subject to the limitations on mutual investment, whose total amount of assets is less than ten billion won as of the end of the immediately preceding business year and which is under liquidation or has been suspending its business for not less than one year, the representative company of the enterprise group subject to the limitations on mutual investment may publicize the relevant information within the scope in which it is able to figure out the relevant information: Provided, That it shall indicate in the annotation the fact that it is difficult to publicize the matter of publication of the relevant company and the reasons thereof.
 Article 5 (Frequency and Time of Publication)
(1) Any company subject to publication shall publicize the matters of mandatory publication once a year or every quarter according to the following standards:
1. Matters publicized yearly: subparagraphs 1 and 2, 3 (a) and (b), 4 (e), (f), (g) and (i) and 5 (a) of Article 4 (1);
2. Matters publicized quarterly: subparagraphs 3 (c) and 4 (excluding items (e), (f), (g) and (i)) and subparagraph 5 (b).
(2) Any company subject to publication shall publicize the matters of publication pursuant to paragraph (1) within the period prescribed in each of the following subparagraphs: Provided, That where the last day of the period of publication is not a business day of the relevant company, the publication shall be made not later than the first business day of the followings:
1. Period of yearly publication: May 31 every year;
2. Period of quarterly publication: February 28, May 31, August 31 and November 30 every year.
 Article 5-2 (Frequent Publication of Important Matters by Unlisted Company)
(1) Important matters that shall be publicized by the unlisted company subject to frequent publication refer to the matters falling under any of the following subparagraphs: Provided, That matters publicized pursuant to Article 11-2 (Resolution by Board of Directors and Publication on Large Scale Internal Trading) shall be excluded:
1. Changes of important matters regarding the ownership structure of the relevant company:
(a) Matters of change where there is a change in the ratio of owning stocks by the largest stockholder (in cases where the same person only or with the relevant persons therewith are the largest investor, including the same person and the relevant persons therewith) by more than one hundredth of the total number of issued stocks by the corporation thereof;
(b) Matters of change where there is a change in executives;
(c) Matters of change where there is a change in the ratio of owning stocks by the domestic affiliated companies by more than one hundredth of the total number of issued stocks by the corporation thereof;
2. Matters causing important changes in the financial structure of the company:
(a) Where there is a decision regarding the acquisition or disposal [including acquisition or disposal through trust contract (limited to the cases where the corporation has the authority of management instructions) or private fund collective investment vehicle (limited to the cases where the corporation exerts its influence in fact in operating assets) under the Financial Investment Services and Capital Markets Act] of more than 10 percent of the total amount of asset as of the end of the recent business year, the matters of the decision;
(b) Where there is a decision of acquisition or disposal of stocks and investment certificate of other corporation (excluding domestic affiliated companies) of not less than 5 percent of equity capital (referring to the “equity capital” prescribed in Article 1-2 (3) of the Rule on Issuance and Publication of Securities; hereinafter the same shall apply), the matters of the decision;
(c) Where there is a decision of giving or receiving not less than 1 percent of equity capital, the matters of the decision;
(d) Where there is a decision regarding provision of security or guarantee of debt (excluding debt guarantee for performance guarantee for contract, etc. or tax payment guarantee) for others of not less than 5 percent of equity capital, the matters of the decision;
(e) Where there is a decision to exempt or take over debt of not less than 5 percent of equity capital, the matters of the decision;
(f) Where there is a decision to increase or decrease debt, the matters of the decision;
(g) Where there is a decision regarding issuance of convertible bond or bond with warrant, the matters of the decision;
3. Important matters regarding business activities of companies:
(a) Where there is a decision pursuant to Article 374 (Transfer, Takeover or Lease, Etc of Business), 522 (Merger Agreement and Resolution to Approve Merger Agreement), 527-2 (Simplified Merger), 527-3 (Small-Scale Merger), 530-2 (Division and Merger after Division of Company) of the Commercial Act, the matters of the decision;
(b) Where there is a decision regarding all-inclusive share swap pursuant to Article 360-2 of the Commercial Act or there is a decision regarding share transfer pursuant to Article 360-15 of the Commercial act, the matters of the decision;
(c) Where there is a decision on dissolution since dissolution grounds pursuant to Article 517 of the Commercial Act or other Acts occurred, the dissolution grounds, the matters of the decision;
(d) Where a decision of commencement, completion or discontinue of the rehabilitation procedures pursuant to the Debtor Rehabilitation and Bankruptcy Act was notified by the court, the matters of the decision;
(e) Where there is a decision of commencement, interruption or revocation of the administrative proceedings pursuant to paragraph (1) 1 through 3 of Article 7 (Administration of Companies Showing Signs of Insolvency) of the Corporate Restructuring Promotion Act.
(2) Paragraph (1) shall apply to the total amount of current asset and equity capital of the end of the recent business year for the period from the day when three months have passes after the termination of every business year to the day when three months have passes after the termination of the next business year, and where there is no balance sheet of the recent business year for a newly established company, the paid capital at the time of the establishment, instead of the total amount of current asset and equity capital of the end of the recent business year, shall be the standard thereof.
(3) Where the equity capital pursuant to paragraph (2) falls short of the capital, the equity capital shall be deemed the recent capital.
(4) The matters of publication pursuant to paragraph (1) shall be publicized within seven days from the day when the grounds occurred: Provided, That where the last day of the publication period is not a business day of the relevant company, it shall be publicized not after than the next first business day.
(5) “The day when the grounds occurred” pursuant to paragraph (4) shall be as follows:
1. The term “where there is a change” in Article 5-2 (1) 1 (a) and (c) means the days prescribed in Article 18 (8) 1 of the Enforcement Decree;
2. The term “where there is a change in the executives” in Article 5-2 (1) 1 (b) means the day the executive was registered in a certified copy of the register;
3. The term “where there is a decision” in subparagraphs 2 and 3 of Article 5-2 (1) means where there is a resolution of the board of directors (including a resolution of the committee in the board of directors pursuant to Article 393-2 of the Commercial Act) or a decision of a representative director or other executive or principal stockholder, etc. who has an authority in fact.
(6) Where the matters of publication pursuant to paragraph (1) overlap the matters of report or publication under the Financial Investment Services and Capital Markets Act, a report or publication pursuant to the Financial Investment Services and Capital Markets Act shall be deemed a performance of the duty of publication pursuant to paragraph (1). In such cases, it shall be indicated that the relevant matters fall under the matters of mandatory publication under the Monopoly Regulation and Fair Trade Act as well.
 Article 6 (Publication Procedure)
(1) Any company subject to publication (including “the unlisted company subject to frequent publication”; hereinafter the same shall apply) shall publicize pursuant to the Rule on Issuance and Publication of Securities prescribed by the consignment institution through the computer network of the electronic publication system operated by the consignment institution.
(2) Where the electronic documents prepared and submitted by the company subject to publication fails to follow the Rule on Issuance and Publication of Securities and was requested of a revision from the consignment institution, the company subject to publication shall revise and submit it without delay.
(3) Where the company subject to publication intends to submit the electronic documents pursuant to paragraph (2), it shall register as a submitting person in the consignment institution.
 Article 7 (Publication Form)
The publication form shall be classified as a publication form of important matters of the enterprise group subject to the limitations on mutual investment and a frequent form of important matters of the unlisted company, and shall follow the forms prescribed by the Fair Trade Commission: Provided, that where there is a standard form of electronic publication system operated by the consignment company, it shall apply thereto mutatis mutandis.
 Article 8 (Unfaithful Performance of Publication Duty)
(1) No company subject to publication may commit the acts falling under any of the following subparagraphs:
1. Acts of not publicizing the matters of publication or publicizing them with delay;
2. Acts of omitting major contents of the matter of publication or publicizing them in a false manner.
(2) The Fair Trade Commission may take disciplinary measures against the company subject to publication which violated paragraph (1) pursuant to Articles 16 and 69-2 of the Monopoly Regulation and Fair Trade Act.
 Article 9 (Affairs of Consignment Institution)
(1) The consignment institution shall have the electronic documents submitted by the company subject to publication be read by general public.
(2) The consignment institution shall perform the consignment affairs faithfully in accordance with the Act and subordinate statutes in handling the consignment affairs.
 Article 10 (Method of Submitting Electronic Documents)
(1) The method, procedure, etc. of submitting electronic documents by the company subject to publication shall be prescribed by the Rule on Issuance and Publication of Securities prescribed by the consignment institution.
(2) Where the company subject to publication submits electronic documents, matters concerning the electronic documents including the effect and arrival time of electronic documents shall be prescribed by the Act on Promotion of Information and Communications Network Utilization and Information Protection, Etc.
(3) Where the electronic documents submitted by the company subject to publication fail to accord with the Rule on Issuance and Publication of Securities, the consignment company may request the revision thereof.
 Article 11 (Submission of Data)
The consignment institution and the Fair Trade Commission, when necessary, may request the company subject to publication of the submission of documents, etc. proving the contents of publication.
 Article 12 (Review of Regulations)
The Fair Trade Commission shall review the validity of this notification on a three-yearly basis (referring to the period until December 31 of the year which becomes every three years) based on July 1, 2014, and take measures, such as improvements, pursuant to Article 8 of the Framework Act on Administrative Regulations.
ADDENDUM <2009-13, Jul. 8, 2009>
Article 1 (Enforcement Date)
This Rule shall enter into force on the date of its notification.
Article 2 (Period of Review)
The period during which the measures such as abolition, amendment, etc. of this Rule shall be taken by reviewing the changes, etc. of the Act and subordinate statues or actual condition, etc. after this Rule enters into force pursuant to the Rule on Issuance and Management of Directive, Regulation, Etc. (Presidential Directive No. 248) shall be until July 31, 2012.
Article 3 (Abolished Rule)
The Rule on Publication of Important Matters of Unlisted Company, Etc. (Notification of Fair Trade Commission No. 2009-2) shall be abolished in accordance with the enforcement of this Rule.
Article 4 (Transitional Measures)
The Rule on Publication of Important Matters of Unlisted Company, Etc. (Notification of Fair Trade Commission No. 2009-2) shall apply to the acts committed before this Rule enters into force.
ADDENDUM <No. 2012-2, Jan. 26, 2012>
Article 1 (Enforcement Date)
This Rule shall enter into force on the date of its official announcement: Provided, That Article 4 (1) 4 (l) shall enter into force on March 1, 2012.
Article 2 (Period of Review)
The period during which the measures such as abolition, amendment, etc. of this Rule shall be taken by reviewing the changes, etc. of the Act and subordinate statues or actual condition, etc. after this Rule enters into force pursuant to the Rule on Issuance and Management of Directive, Regulation, Etc. (Presidential Directive No. 248) shall be until January 31, 2015.
Article 3 (Transitional Measures)
Notwithstanding the amended provision of Article 4 (1) 4 (f), the former provision shall apply until May 31, 2012 to the publication of details of trading goods and services once a year pursuant to “details of trading major goods and services among affiliated companies thereof (in case of listed companies, referring to the details of trading subjects of publication pursuant to Article 11-2 (Resolution by Board of Directors and Publication on Large Scale Internal Trading) (1) of the Act and any act of large-scale internal trading subject to resolution by the board of directors pursuant to Article 17-8 (2) and (3) of the Enforcement Decree of the same Act)” in the former part of Article 4 (1) 4 (f) of the former provision, at the time this Rule enters into force.
ADDENDUM <No. 2014-10, Nov. 17, 2014>
Article 1 (Enforcement Date)
This Rule shall enter into force on the date of its notification.
Article 2 (Transitional Measures)
Where this Rule enters into force, the base date of Article 4 (1) 5 (a) among Article (2) 3 shall be July 24 and the deadline of publication in Article 5 (2) 1 shall be November 30, for the first publication of status of cross-shareholding after this Act enters into force.