The Enforcement Decree of the Financial Investment Services and Capital Markets Act shall be partially amended as follows:

In the former part of Article 176-5 (1) excluding the subparagraphs, “When a stock-listed corporation” shall be replaced with “When a stock-listed corporation seeks to merge with an affiliate (including any unaffiliated company that was an affiliate within a one year period from the date on which the board of directors passes a resolution for the merger; hereinafter the same shall apply in this article) or when a stock-listed, special-purpose acquisition company.” In the former part of subparagraph 1 of the same paragraph excluding the items, “30/100 (10/100 in cases of a merger between affiliated companies)” shall be replaced with “10/100 (30/100 in cases of a merger between a stock-listed, special purpose acquisition company and another corporation).” In paragraph (7) 1 of the same Article excluding the items, “with a stock-listed corporation” shall be replaced with “with an affiliated, stock-listed corporation,” and item (a) of the same subparagraph shall be deleted. In subparagraph 2 of the same paragraph excluding the items, “unlisted stock corporation” shall be replaced with “affiliated, unlisted stock corporation,” and subparagraph 4 shall be newly inserted into the same paragraph as follows:

  4. Where a stock-listed corporation seeks to merge with an unaffiliated corporation (excluding any merger between a corporation whose stock certificates are listed on the KONEX and an unlisted stock corporation).

In Article 176-5 (8) excluding the subparagraphs, “any of the following” shall be replaced with “any of the following that has established quality control regulations for external assessments as determined and notified by the Financial Services Commission.” Subparagraphs 1 through 4 of paragraph 11 of the same Article shall be renumbered as subparagraphs 2 through 5, and subparagraph 1 of the same paragraph and paragraphs 14 and 15 of the same Article shall be newly inserted as follows:

  1. Where an external assessment institution has failed to establish quality control regulations pursuant to paragraph 8;

  (14) When a stock-listed corporation merges with an affiliate, an external assessment institution shall be appointed with consent from an auditor (referring to a resolution of the audit committee, if an audit committee is installed).

  (15) When a stock-listed corporation seeks to merge with another corporation, the board of directors shall record its opinions on the following matters and this documentation shall be signed by all directors:

  1. Purpose and expected outcomes of the merger;

  2. Fairness of the merger value;

  3. Propriety of the merger ratio and other terms and conditions of the transaction;

  4. If any director opposes the merger, the reasons therefor;

  5. Other matters determined and notified by the Financial Services Commission.

In the main sentence of Article 176-6 (3) excluding the subparagraphs, “transfer (limited to where a stock-listed corporation is included in corporations to become a complete subsidiary under Articles 360-2 and 360-15 of the Commercial Act and where a complete parent company becomes an unlisted stock corporation)” shall be replaced with “transfer,” subparagraph 3 shall be newly inserted as follows in the same paragraph, and in paragraph 4 of the same Article, “(13)” shall be replaced with “(15)”:

  3. Cases where a stock-listed corporation that becomes a complete parent company under Article 360-2 of the Commercial Act is an affiliate of a stock-listed corporation that becomes a complete subsidiary, and cases where a stock-listed corporation that becomes a complete subsidiary under Article 360-15 of the Commercial Act is an affiliate of a stock-listed corporation that becomes another complete subsidiary, and the complete parent company does not become an unlisted corporation.