[Last updated: 1 January 2024, unless otherwise noted]

Reporting obligations

Initial reporting. Unless a newly listed company (foreign or domestic) has already disclosed all the information required to be included in its business report (as detailed below) in its registration statement, it must submit its business report for the immediately preceding business year within five days from the date it is listed.

Periodic reporting. A listed company must submit 1) a business report within 90 days of the closing of each business year, 2) a half-yearly report and quarterly report within 45 days of the closing of each period, in each case to the Financial Service Commission and the KRX. These reports should include the following information:

• Purpose, trade name and details of business of the company.
• Matters concerning remuneration of executive officers.
• Matters concerning financial statements and the auditor's opinion.
• Overview of the company.
• Matters concerning the organization of the company, including the board of directors, and its affiliated companies.
• Matters concerning shareholders.
• Matters concerning executive officers and employees.
• Details of transactions with major shareholders, executive officers and/or employees of the company.

Periodic reporting obligation for a listed foreign company. A listed foreign company may submit its business report within 30 days after the expiration of the aforementioned period and may submit its half-yearly and quarterly report within 15 days after the expiration of the aforementioned period. Furthermore, if a listed foreign company has submitted any document equivalent to a business report, half-yearly report or quarterly report ("business report, etc.") to its home country, it may submit its business report etc. or submit the document equivalent to the business report, as submitted to its home country, along with a summarized Korean translation within 10 days from the date it submitted such document.

Other reporting obligation. The Financial Investment Services And Capital Markets Act ("Capital Markets Act") and the KOSPI Market Disclosure Regulation ("Disclosure Regulation") prescribe various continuing disclosure requirements on listed companies regarding material corporate developments. Most of the reports should be submitted on the day or the following day that such event has occurred. The events which trigger the reporting obligations are:

• Obligations under the Capital Markets Act
  • Where a bill or check issued by the company is dishonored or its current account transactions with a bank are suspended or banned.
  • Where its business activities are completely suspended or a substantial part thereof is partially suspended, or where the board of directors, etc. passes a resolution on such suspension.
  • Where an application is filed to commence proceedings for rehabilitation or simplified proceedings for rehabilitation.
  • Where any ground occurs for the company's dissolution.
  • Where the board of directors passes a resolution to adjust any of the capital or liabilities such as capital increase or decrease.
  • Where any of the following events occur: 1) incorporation of a wholly-owned parent company via an all-inclusive share swap; 2) establishment of a wholly-owned parent company via an all-inclusive share swap; 3) merger agreement, or 4) division and merger after division of the company.
  • Where a resolution is passed to 1) acquire by transfer an essential business or asset, or 2) to transfer such business or asset.
  • Where a resolution to acquire or to dispose of treasury shares is passed.

• Obligations under the Disclosure Regulation
  • Where a change or resolution has been made regarding the company's businesses or production activities.
  • Where a change or resolution has been made, which brings about changes in the financial structure of the company.
  • Where a change or resolution has been made regarding the corporate management activities, such as corporate governance, corporate restructuring, existence of the company, etc..
  • Any cases where there have been events or decisions concerning the operation, production activities, financial structure, or business activities, etc. of the company, which have or may have a considerable influence on share prices or an investor's investment decisions.

• Obligations of a listed foreign company (in addition to the matters mentioned above)
  • Where anything has been notified or reported to a stock exchange of the home country for the purpose of providing the information necessary for an investor's investment decisions.
  • Where there have been any amendments in the statutes of the home country, which have a significant effect on the relevant listed foreign company or its shareholders, including restrictions on transfer of shares, nationalization of the listed foreign company, etc.
  • Where an action such as tender offer or stabilization operation for the shares, etc. issued by the listed foreign company has been taken in the home country.
  • Where the relevant listed foreign company has had disciplinary measures imposed on it by the relevant authority or the exchange in the home country in respect of violation of related status, or where a trading suspension or resumption, and delisting have been imposed.
  • Where a request for disclosure has been received from the exchange in the home country.
  • Where there has been a decision on acquisition or disposal of depository receipts of the relevant listed foreign company that are listed on the exchange.
  • Where a listed foreign holding company and its subsidiary have different bases of incorporation and the government of the home country has imposed measures on the subsidiary restricting the remittance of foreign currency to the listed foreign holding company or other measures equivalent thereto.
  • Other matters deemed necessary by the KRX.
  • Where the listed foreign company becomes subject to any measure taken by a foreign exchange, such as suspension or termination of trading, or delisting.

Continuing obligations.

A listed company is subject to the insider dealing and market manipulation regime under the Capital Markets Act. The details are as follows:

• Return of insider's short swing profit. If an executive officer, employee, or a major shareholder of a listed company buys securities listed by that company and then sells them within six months, or sells them and then repurchases them within six months and gains profit in the process, the listed company may claim a return of those profits.
• Reporting on status of securities owned by executive officers, etc. An executive officer or significant shareholder of a listed company should report the status of securities owned on his or her own account within five days from the day on which they became an executive officer or a significant shareholder, or within five days from the day on which any change occurred in the status of securities owned by them to the Securities and Futures Commission and the
• Prohibition on use of material non-public information. If any of the following persons become aware of any material non-public information related to the business of a listed company whilst performing their duties in relation to the company, they should not use any such material non-public information in trading or any other transaction involving securities of the listed company, or allow another person to use the material non-public information:
  • The company or its executive officer and/or employee or agent.
  • A significant shareholder of the company.
  • A person having authority to grant permission or authorization, give an instruction or supervise the company or any other power pursuant to a relevant statute or regulation.
  • A person who has entered into a contract with the company or is under contract negotiations with the company.
  • An agent of the above persons or employee or affiliate of such person.
  • A person who received the material non-public information from persons above.