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Enforcement Decree of the Commercial Act — Article 35 (Transactions with interested persons including major shareholders)

상법 시행령 제35조

This English translation is based on the Korean text effective 2026-07-01. The Korean law has since been amended (current version effective 2026-07-23) — check the Korean original.

(1) "Transactions prescribed by Presidential Decree" in Article 542-9(1) of the Act means the following transactions:

1. Providing an asset as security;

2. Endorsement (excluding endorsement that does not have the effect of guaranteeing acceptance and payment under Article 15(1) of the Bills of Exchange and Promissory Notes Act) of a bill of exchange or promissory note (including electronic bills under the Issuance and Distribution of Electronic Bills Act);

3. Promise to make an investment;

4. A transaction falling under any item of Article 38(1)4 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the purpose of which is to avoid restrictions on credit extension to the persons listed in the subparagraphs of Article 542-9(1) of the Act (referring to restrictions on transactions falling under any of subparagraphs 1 through 3, such as lending money, securities, and other assets with economic value, guaranteeing the payment of debts, and purchase of securities for financing purposes);

5. A transaction falling under Article 38(1)5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act.

(2) "Granting of credit prescribed by Presidential Decree" in Article 542-9(2)1 of the Act means lending money to subsidize welfare expenses such as school expenses, housing funds, or medical expenses, within 300 million won as determined by the company.

(3) "Credit granting prescribed by Presidential Decree" in Article 542-9(2)3 of the Act means provision of credit to any of the following persons according to a legal procedure, as necessary to achieve a business objective of a company:

1. A major corporate shareholder;

2. A corporation in which case the total sum of shares invested by the company (including its subsidiaries) and shares invested by its major corporate shareholders, of the specially-related persons of its major corporate shareholders, is larger than the total sum of shares invested by its major individual shareholders and persons specially related to such major individual shareholders (excluding the company and its subsidiaries);

3. A corporation in which case the total sum of shares invested by the company (including its subsidiaries) and shares invested by the corporations referred to in subparagraphs 1 and 2, of the specially-related persons of its major individual shareholders, is larger than the total sum of shares invested by its major individual shareholders and persons specially related to such major individual shareholders (excluding the company and its subsidiaries).

(4) "Listed company prescribed by Presidential Decree" in Article 542-9(3) of the Act means a listed company with total assets valued at two trillion won ore more as at the end of the latest business year.

(5) "Persons prescribed by Presidential Decree" in Article 542-9(3) of the Act means the specially related persons described in Article 34(4).

(6) "Scale prescribed by Presidential Decree" in Article 542-9(3)1 of the Act means either of the following scales based on total assets or gross sales:

1. If the company referred to in paragraph (4) is an institution subject to inspection under Article 38 of the Act on the Establishment of Financial Services Commission: 1/100 of the total assets of the company as at the end of the latest business year;

2. If the company referred to in paragraph (4) is not an institution subject to inspection under Article 38 of the Act on the Establishment of Financial Services Commission: 1/100 of the total assets or gross sales of the company as at the end of the latest business year.

(7) "Amount prescribed by Presidential Decree" in Article 542-9(3)2 of the Act means either of the following amounts, as relevant:

1. If the company referred to in paragraph (4) is an institution subject to inspection under Article 38 of the Act on the Establishment of Financial Services Commission: 5/100 of the total assets of the company as at the end of the latest business year;

2. If the company referred to in paragraph (4) is not an institution subject to inspection under Article 38 of the Act on the Establishment of Financial Services Commission: 5/100 of the total assets or gross sales of the company as at the end of the latest business year.

(8) "Matters prescribed by Presidential Decree" in Article 542-9(4) of the Act means the following matters:

1. Details, date, period, and conditions of transactions;

2. Total amount and the balance of transactions with each counterparty during the pertinent business year.

(9) "Transactions prescribed by Presidential Decree" in Article 542-9(5)1 of the Act means transactions conducted in accordance with standard terms and conditions as defined in subparagraph 1 of Article 2 of the Act on the Regulation of Terms and Conditions.

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