SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2008-06-30 | Period of Report: 2007-12-31 SEC Accession No. 0001145549-08-001204 (HTML Version on secdatabase.com) FILER SHINHAN FINANCIAL GROUP CO LTD Business Address 120 2-GA TAEPYUNG RO CIK:1263043| IRS No.: 000000000 JUNG GU Type: 20-F | Act: 34 | File No.: 001-31798 | Film No.: 08924560 SEOUL100-102 F4 00000 SIC: 6021 National commercial banks 82263603000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on June 30, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission File Number: 001-31798 Shinhan Financial Group Co., Ltd. (Exact name of registrant as specified in its charter) N/A The Republic of Korea (Translation of registrants (Jurisdiction of incorporation name into English) or organization) 120, 2-Ga, Taepyung-Ro, Jung-Gu Seoul 100-102, Korea (Address of principal executive offices) Sung Hun Ryu, +822 6360 3071, [email protected], +822 6360 3098 (F), 120, 2-Ga, Taepyung-Ro. Jung-Gu Seoul 100-102, Korea (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on Which Registered: Common stock, par value Won 5,000 per share New York Stock Exchange* American depositary shares New York Stock Exchange Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange, pursuant to the requirements of the * Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of Shinhan Financial Groups classes of capital or common stock as of the close of the last full fiscal year covered by this Annual Report: 396,199,587 shares of common stock, par value of Won 5,000 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes þ No o If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934: Yes o No þ Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer þ Accelerated filer o Non-accelerated filer o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 o Item 18 o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Exchange Act: Yes o No þ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court: Yes o No o Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page EXPLANATORY NOTE 1 CERTAIN DEFINED TERMS, CONVENTIONS AND CURRENCY OF PRESENTATION 1 FORWARD LOOKING STATEMENTS 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 Selected Financial Data 3 Exchange Rates 11 Risk Factors 12 ITEM 4. INFORMATION ON THE COMPANY 28 History and Development of Shinhan Financial Group 28 Acquisition of LG card 35 Business Overview 37 Description of Assets and Liabilities 69 Supervision and Regulation 122 Properties 154 ITEM 4A. UNRESOLVED STAFF COMMENTS 155 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 155 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 208 Directors and Senior Management 208 Compensation 211 Corporate Governance 212 Board Practices 214 Employees 216 Share Ownership 216 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 221 Major Shareholders 221 Related Party Transactions 223 ITEM 8. FINANCIAL INFORMATION 224 Consolidated Financial Statements and Other Financial Information 224 ITEM 9. THE OFFER AND LISTING 225 Market Price Information and Trading Market 225 ITEM 10. ADDITIONAL INFORMATION 230 Articles of Incorporation 230 Material Contracts 239 Exchange Controls 239 Taxation 242 Documents On Display 250 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 250 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 250 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 250 ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 251 i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page ITEM 15. CONTROLS AND PROCEDURES 251 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 252 ITEM 16B. CODE OF ETHICS 252 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 253 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 253 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY SHINHAN CARD AND AFFILIATED PURCHASERS 253 ITEM 17. FINANCIAL STATEMENTS 253 ITEM 18. FINANCIAL STATEMENTS 254 ITEM 19. EXHIBITS 254 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 INDEX OF EXHIBITS E-1 EX-1.1. ARTICLES OF INCORPORATION EX-4.7 ACQUISITION AGREEMENT EX-8.1 LIST OF ALL SUBSIDIARIES EX-12.1 CERTIFCATIONS OF OUR CEO EX-12.2 CERTIFICATIONS OF OUR CFO EX-13.1 CERTIFICATIONS OF OUR CEO EX-13.2 CERTIFICATIONS OF OUR CFO ii Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXPLANATORY NOTE Effective as of April 3, 2006, we merged Shinhan Bank, our principal banking subsidiary, into Chohung Bank, our then wholly-owned subsidiary whose controlling equity interest we acquired in August 2003, and renamed the merged entity as Shinhan Bank. Unless otherwise indicated, statistical and financial information relating to Shinhan Bank for the year ended December 31, 2006 includes the corresponding information of Chohung Bank for the period from January 1, 2006 through April 2, 2006. See Item 4. Information on the Company History and Development of Shinhan Financial Group History and Organization. On March 23, 2007, we acquired the controlling equity interest in LG Card, the largest credit card company in Korea. We then applied the equity method of accounting for our previous ownership interest of 7.15% in LG Card. Where indicated, statistical and financial information of the prior years presented herein were adjusted to reflect the equity method of accounting. See note 2 in the notes to the consolidated financial statements included in this annual report for additional information. Effective as of September 21, 2007, we completed the acquisition of the remaining LG Card shares, and LG Card became our wholly-owned subsidiary. On October 1, 2007, LG Card assumed all of the assets, liabilities, and contracts of the former Shinhan Card, our then-existing credit card subsidiary, and changed its name to Shinhan Card. On the same date, the former Shinhan Card changed its name to SHC Management Co., Ltd. Unless otherwise indicated, statistical and financial information relating to Shinhan Card for the year ended December 31, 2007 include the corresponding information of the former Shinhan Card for the period from January 1, 2007 through September 30, 2007 and the corresponding information of LG Card (renamed Shinhan Card on October 1, 2007) for the period from March 1, 2007 through December 31, 2007.