As filed with the U.S. Securities and Exchange Commission on January 11, 2019
Registration Statement No. 333-226345
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMF-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Woori Financial Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Woori Financial Group Inc.
(Translation of Registrant’s Name into English)
| Republic of Korea | 6029 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
51,Sogong-ro,Jung-gu, Seoul 04632, Korea
Telephone:+82-2-2125-2337 / Fax:+82-505-003-2512
(Address and telephone number of Registrant’s principal executive offices)
Woori Bank New York Agency
245 Park Avenue, 43rd Floor
New York, NY 10167
Telephone: (212)949-1900
(Name, address and telephone number of agent for service)
Copies to:
Yong G. Lee, Esq.
Cleary Gottlieb Steen & Hamilton LLP
Foreign Legal Consultant Office
19F, Ferrum Tower
19,Eulji-ro5-gil,Jung-gu
Seoul 04539, Korea
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by Woori Financial Group Inc., or the Registrant, a corporation organized under the laws of the Republic of Korea, relates to the Registration Statement on FormF-4 of Woori Bank (RegistrationNo. 333-226345) and is being filed by the Registrant in order to adopt such Registration Statement as its own for all purposes under the U.S. Securities Act of 1933, as amended, or the Securities Act. Such Registration Statement, which was declared effective on November 13, 2018, was filed by Woori Bank on behalf of the Registrant to register the offering of the Registrant’s common stock to Woori Bank’s shareholders under the Securities Act in connection with a meeting of such shareholders held on December 28, 2018 to approve a “comprehensive stock transfer” under Article360-15 of the Korean Commercial Code, or the Stock Transfer. In the Stock Transfer, which was effected as of January 11, 2019, holders of Woori Bank common stock transferred all of their shares to the Registrant, which was established simultaneously with such transfer, and in return received shares of the Registrant’s common stock. The Stock Transfer was effected to establish the Registrant as the financial holding company of Woori Bank, which became a wholly-owned subsidiary of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seoul, Republic of Korea, on January 11, 2019.
| WOORI FINANCIAL GROUP INC. | ||||
By: | /S/ TAE-SEUNG SOHN | |||
| Name: | Tae-Seung Sohn | |||
| Title: | Chairman and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 11, 2019.
Name | Title | |
/S/ TAE-SEUNG SOHN Tae-Seung Sohn | Chairman and Chief Executive Officer | |
/S/ KYONG-HOON PARK Kyong-Hoon Park | Deputy President and Principal Financial and Accounting Officer | |
/S/ SUNG-TAE RO Sung-Tae Ro | Outside Director | |
/S/ SANG-YONG PARK Sang-Yong Park | Outside Director | |
/S/ CHANG-HYOUNG CHUNG Chang-Hyoung Chung | Outside Director | |
/S/ ZHIPING TIAN Zhiping Tian | Outside Director | |
/S/ DONG-WOO CHANG Dong-Woo Chang | Outside Director | |
/S/ CHANG-SIK BAE Chang-Sik Bae | Non-Standing Director | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF WOORI BANK
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this registration statement to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of Woori Financial Group Inc. in the United States, in the City of New York, State of New York, on January 11, 2019.
By: | /S/ KIE SOO LEE | |
Name: | Kie Soo Lee | |
Title: | General Manager Woori Bank New York Agency |
