SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the Month of March 2005
SHINHAN FINANCIAL GROUP CO., LTD.
(Translation of registrant's name into English)
120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ____________
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ____________
Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________.
1. SHINHAN BANK'S AND CHOHUNG BANK'S BOARD OF DIRECTORS RESOLVED TO CONVENE
GENERAL SHAREHOLDERS' MEETING FOR THE FISCAL YEAR OF 2004
On March 14, 2005, board of directors of Shinhan Bank and Chohung Bank
respectively made a resolution to convene the annual general shareholders'
meeting for the fiscal year of 2004 as follows:
< SHINHAN BANK >
1. Date and Time March 30, 2005 (Wednesday) 9 A.M., Seoul time.
2. Venue Meeting Room, 6th floor / Shinhan Bank,
120, 2Ga, Taepyung-ro, Jung-gu, Seoul, Korea
3. Agenda
1) Approval of balance sheet, income statement and statement of
appropriation of retained earnings for the fiscal year 2004 (January
1, 2004 ~ December 31, 2004)
2) Approval of cancellation of common share with retained earnings
3) Approval of director remuneration pool
4) Appointment of directors
< CHOHUNG BANK >
1. Date and Time March 30, 2005 3 P.M., Seoul time.
2. Venue BOD Meeting Room, 8th floor / Chohung Bank,
14, 1Ga, Namdaemoon-ro, Jung-gu, Seoul, Korea
3. Agenda
1) Approval of balance sheet, income statement and statement of
appropriation of retained earnings for the fiscal year 2004 (January
1, 2004 ~ December 31, 2004).
2) Appointment of directors
3) Appointment of Audit Committee members
4) Approval of director remuneration pool
5) Approval of changes in previously granted stock options
2. SHINHAN BANK'S BOARD OF DIRECTORS RESOLVED TO REPURCHASE AND CANCEL
30,600,847 SHARES OF ITS COMMON STOCK WITH RETAINED EARNINGS
On March 14, 2005, the Board of Directors of Shinhan Bank resolved to repurchase
and cancel certain number of its common stock currently held by us, Shinhan
Financial Group and the
100% holding company of Shinhan Bank. As of the date hereof, the total number of
Shinhan Bank's common stock outstanding is 244,806,782. Shinhan Bank will
repurchase 30,600,847 shares of its common stock at KRW 12,000 per share, which
is scheduled for March 30, 2005. This share repurchase and cancellation will be
made from Shinhan Bank's retained earnings as required and permitted under
applicable Korean law. This transaction is subject to the approval of Shinhan
Bank's general shareholders' meeting scheduled for March 30, 2005. Once
approved, Shinhan Bank plans to cancel the repurchased shares on March 31, 2005.
After this transaction, Shinhan Bank's retained earnings will be reduced in
proportion to the repurchase price while the amount of its capital stock on its
balance sheet will remain unchanged.
3. CHOHUNG BANK'S BOARD OF DIRECTORS RESOLVED TO CANCEL STOCK OPTIONS GRANTED
TO SEVERAL EXECUTIVES
On March 14, 2005, the board of directors of Chohung Bank decided to cancel
stock options granted to the following executive officers under its Articles of
Incorporation.
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Cancelled # of
Name Position Date of Grant Stock option Reasons for cancellation
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Young Chang Hwang Deputy President March 25, 2004 30,000 Retirement with the person's own reason
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Chan Il Park Deputy President March 25, 2004 7,650 Retirement without the person's own reason
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4. CHOHUNG BANK'S BOARD OF DIRECTORS RESOLVED TO CHANGE TERMS AND CONDITIONS
FOR THE STOCK OPTIONS GRANTED THROUGH 2000 TO 2004.
On March 14, 2005, the board of directors Chohung Bank ("CHB") resolved to
change the terms and conditions for its stock options granted through 2000 to
2004. The resolution is subject to the approval of Chohung Bank's general
shareholders' meeting scheduled for March 30, 2005.
1) Rational for the Change
With the delisting of Chohung Bank from the Korea Stock Exchange on July 2,
2004, terms and conditions for the stock option should be revised by redefining
the market value of Chohung Bank's common stock.
2) Details of the Change
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Before After
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Exercise method Chohung Bank will, at its option, choose To pay the grantees cash in an amount to the
between the following three methods; difference between the market price and
1) to pay the grantees cash in an amount exercise price.
to the difference between the market
price and exercise price.
2) to issue new shares
3) to reissue treasury shares
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Calculation of Market Using the market price of CHB common stock Since the market price for CHB common stock is
Price (stock options not available, it should be calculated by using
granted through 2000 the following formula
to 2004) o Market price of 1 share of CHB
Common Stock = Market price of 1 share
of Shinhan Financial Group ("SFG")
Common Stock*
0.1354
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Exercise Condition Applying the price growth rate of CHB Applying the price growth rate of SFG Common
(stock options granted common Stock Stock
in 2004)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SHINHAN FINANCIAL GROUP CO., LTD.
By /s/ Byung Jae Cho
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Name: Byung Jae Cho
Title: Chief Financial Officer
Date : March 15, 2005