As filed with the Securities and Exchange Commission on September 15, 2003
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
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Shinhan Financial Group Co., Ltd.
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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Republic of Korea
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Shinhan Bank, New York Branch
800 Third Avenue (32nd floor)
New York, New York 10022
(212) 371-8000
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Jin Hyuk Park, Esq. Herman H. Raspe, Esq.
Simpson Thatcher & Bartlett LLP Patterson, Belknap, Webb & Tyler LLP
7th Floor, Asia Pacific Finance 1133 Avenue of the Americas
Tower New York, New York 10036
3 Garden Road
Central, Hong Kong
(852) 2514-7600
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box: |X|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
- ---------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each 200,000,000 $5.00 $10,000,000.00 $809.00
representing two (2) shares of
common stock, par value 5,000 Won
per share of Shinhan Financial
Group Co., Ltd.
- ---------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of Receipts
I-1
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ---------------------------------------
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to
this Registration Statement on Form F-6 and is incorporated herein by reference.
I-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among Shinhan Financial Group Co.,
Ltd., (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary Receipts
issued thereunder ("Deposit Agreement"). -- Filed herewith as
Exhibit (a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. --
None.
(c) (i) Deposit Agreement, dated as of September 3, 2001 (the "GDS
Deposit Agreement"), by and among the Company, Citibank, N.A., as
Depositary (the "GDS Depositary") and the holders and beneficial
owners of Global Depositary Receipts evendencing Global Depositary
Shares issued thereunder. -- Filed herewith as Exhibit (c)(i).
(ii) Form of Letter Agreement between the Company and Citibank,
N.A., as Depositary and as GDS Depositary. -- Filed herewith as
Exhibit (c)(ii).
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the
Receipts, any reports and communications received from the issuer of the
deposited securities which are both (1) received by the Depositary as the
holder of the deposited securities, and (2) made generally available to
the holders of the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount of
any fee charged and describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of a
Receipt thirty (30) days before any change in the fee schedule.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity to be created by the
Deposit Agreement, by and among Shinhan Financial Group Co., Ltd., Citibank,
N.A., as depositary, and all Holders and Beneficial Owners from time to time of
American Depositary Shares evidenced by American Depositary Receipts issued
thereunder, certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 15th day of September, 2003.
Legal entity created by the Deposit
Agreement under which the American
Depositary Receipts evidencing American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing two (2) Shares of common stock,
par value 5,000 Won per Share, of Shinhan
Financial Group Co., Ltd.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Mancini
----------------------------------------
Name: Susanna Mancini
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Shinhan Financial Group Co., Ltd. certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Registration Statement on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in Seoul, Korea, on September 15, 2003.
SHINHAN FINANCIAL GROUP CO., LTD.
By: /s/ Bhang Gil Choi
-----------------------------------
Name: Bhang Gil Choi
Title: Senior Executive Vice President
(as Principal Financial officer)
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Bhang Gil Choi and Byung Sik Jang
to act as his/her true and lawful attorney-in-fact and agent, with full power of
substitution, for him/her and in his/her name, place and stead, in any and all
such capacities, to sign any and all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on September 15, 2003.
Signature Title
- --------- -----
/s/ Young Hwi Choi President & Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Young Hwi Choi
/s/ Bhang Gil Choi Senior Executive Vice President
- ---------------------------- (Principal Financial Officer)
Bhang Gil Choi
/s/ Byung Sik Jang Head of Treasury & Risk Management Team
- ---------------------------- (Principal Accounting Officer)
Byung Sik Jang
/s/ Eung Chan Ra Chairman of the Board of Directors
- ----------------------------
Eung Chan Ra
/s/ In Ho Lee Director
- ----------------------------
In Ho Lee
/s/ Young Seok Choi Director
- ----------------------------
Young Seok Choi
/s/ Jae Kun Yoo Director
- ----------------------------
Jae Kun Yoo
Director
- ----------------------------
Young Soo Lee
/s/ Myung Ho Kim Director
- ----------------------------
Myung Ho Kim
Director
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Pyung Joo Kim
/s/ Il-Sup Kim Director
- ----------------------------
Il-Sup Kim
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Signature Title
- --------- -----
/s/ Byung Hun Park Director
- ----------------------------
Byung Hun Park
/s/ Moon Pil Oh Director
- ----------------------------
Moon Pil Oh
Director
- ----------------------------
Kun Chi Kim
Director
- ----------------------------
Pyung Jo Park
/s/ Young Chul Kwon Director
- ----------------------------
Young Chul Kwon
/s/ Alian Penicaut Director
- ----------------------------
Alian Penicaut
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, as amended, the
General Manager of Shinhan Bank, New York Branch, the duly authorized
representative in the United States of Shinhan Financial Group Co., Ltd., has
signed this Registration Statement on Form F-6 in New York, New York, on
September 15, 2003.
By: /s/ Suk Jin Koh
------------------------------------
Name: Suk Jin Koh
Title: General Manager,
Shinhan Bank, New York Branch
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a) Form of Deposit Agreement
(c)(i) GDS Deposit Agreement
(c)(ii) Form of Letter Agreement between the Company
and Citibank, N.A., as Depositary and GDS
Depositary
(d) Opinion of Counsel to the Depositary