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| Article 146 (Tender Offer Statement, etc.) |
| (1) | No tender offer statement shall contain any description that differs from the contents of the public notice of the tender offer, nor omit any contents of such public notice. |
| (2) | "Matters prescribed by Presidential Decree" in Article 134 (2) 7 of the Act means the following: |
| 1. | Matters concerning the tender offer agent; |
| 2. | The status of the company subject to the tender offer; |
| 3. | The method of the tender offer; |
| 4. | Details of procurement of the funds or securities for the exchange, required for the tender offer (including the lender, if borrowed from a third party); |
| 5. | The status of stocks, etc. of the company subject to the tender offer, held by the tender offeror and his or her specially related persons, and details of transactions of such stocks, etc. by such persons during the most recent one year; |
| 6. | The fact as to whether there was an advance agreement with executive officers or the largest shareholder of the company subject to the tender offer, and details of the agreement, if any; |
| 7. | A future plan of the company subject to the tender offer after closing the tender offer; |
| 8. | Details of a broker or an intermediary for the tender offer, if any; |
| 9. | The place where the tender offer statement and prospectus for tender offer are furnished for inspection. |
| (3) | "Period set by Presidential Decree" in Article 134 (3) of the Act means a period of not less than 20 days and not more than 60 days. |
| (4) | Every tender offer statement shall be accompanied by the following documents. In such cases, the Financial Services Commission shall verify an abridged copy of the resident registration card including resident registration number (limited to individuals), or corporation registration certificate (limited to corporations), of the tender offeror by sharing administrative information under Article 36 (1) of the Electronic Government Act; or shall require the tender offeror to submit an abridged copy of his or her resident registration card including his or her resident registration number, if he or she does not consent to verification of an abridged copy of his or her resident registration card including his or her resident registration number: <Amended on May 4, 2010; Nov. 2, 2010; Dec. 29, 2017; Dec. 28, 2021> |
| 1. | Any document equivalent to a certified transcript of the resident registration card, if the tender offeror is a foreigner; |
| 2. | Articles of association and any other document equivalent to the corporation registration certificate, if the tender offeror is a corporation or any other organization (limited to where the incorporation is unverifiable by the corporation registration certificate); |
| 3. | A copy of a contract for the administrative affairs related to the tender offer; |
| 4. | A document substantiating the balance of deposits in financial institutions or any funds pooled, equivalent to or more than the amount required for the public tender; |
| 5. | A document substantiating the securing of the securities that the tender offeror is to deliver in return for exchange, where the tender offer is made for the exchange with other securities: |
| 6. | A document with the same contents as those to be stated in the registration statement filed under Article 119 (1) or (2) of the Act, where filing such registration statement is required with respect to the tender offer for exchange with other securities; |
| 7. | A document substantiating that permission, authorization, or approval has been granted by an administrative agency, if such permission, authorization or approval is required for the purchase, etc. of stocks, etc.; |
| 8. | Details of the public notice of the tender offer; |
| 9. | A copy of a contract, if a contract has been concluded for the purchase, etc. of stocks, etc. before the public notice of tender offer; |
| 10. | Other documents determined and publicly notified by the Financial Services Commission as necessary for ascertaining the descriptions of the tender offer statement. |
| (5) | Except as provided in paragraphs (1) through (4), the form of the tender offer statement; instructions to complete the form; and other necessary matters shall be determined and publicly notified by the Financial Services Commission. |