BUSINESS MERGERS AND ACQUISITIONS ACT Article 27

The notice of credit transfer in the acquisition of business or assets by a company under general assumption or transfer, or under Articles 185(1) (ii) or 185(1) (iii) may be made in the form of public announcement in lieu and the recognition from the creditors is not required in any undertaking of liabilities without being subject to Articles 297 and 301 of the Civil Code. The foregoing transactions require resolutions adopted by a majority vote at the general meeting attended by shareholders representing two-thirds or more of the total number of the issued shares of the company.For a company that has its share certificates publicly issued, if the total number of shares represented by shareholders present at the general meeting is short of the quorum provided under the preceding paragraph, the resolution may be adopted by two-thirds or more of the votes of the shareholders present at the general meeting who represent a majority of the total number of issued shares.In case the trading of shares on the stock exchange or OTC market is terminated because the listed or OTC company carries on the general transfer or transfers business or assets so that the transferee company is not a listed or OTC company anymore, the resolution of the general meeting under the preceding two paragraphs shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the listed or OTC company.Where higher criteria for the total number of shares represented by the shareholders present at the general meeting and the total number of votes required to adopt a resolution thereat under the preceding three paragraphs are specified in the Articles of Incorporation, such higher criteria shall prevail. Article 25 of this Act is applicable mutatis mutandis to the registration for transfer and alteration of rights and obligations pertaining to the assets of the transferor company acquired by the transferee company.The preceding five Paragraphs and Article 21 of this Act shall apply mutatis mutandis to the transfer or assumption of business or assets under Article 185 (1) (ii) and (iii) of the Company Act and the acquisition made in the form of general assumption or transfer by the company and a foreign company. Article 18(6) of this Act shall apply mutatis mutandis to the procedure of the acquisition in this Article.A company shall, after the resolution made under Paragraph 1, immediately notify as well as make a public notice to each creditor of the company of such a resolution, while specifying a time limit of not fewer than thirty (30) days within which the creditors may raise their objections, if any, to such a resolution.A company, that has not given notice or made public announcement in the manner referred to in the preceding paragraph, or fails to satisfy a creditor who has raised an objection to the merger/consolidation, to furnish an appropriate security, to create any trust exclusively for creditors' satisfaction, or to certify that such a merger/consolidation is without prejudice to the rights of creditors, shall not assert the merger/consolidation as a defense against such a creditor.For the purpose of the merger/consolidation and acquisition to acquire the shares of the company whose share certificates have been publicly issued, in case ten percent or fewer of the total shares that the company had issued are acquired, it can be done alone or with others not in a publicly disclosed way.The term "alone" under the preceding paragraph means as follows:1.Acquiring the shares of the company in its (or her) own name.2.Acquiring the shares of the company in others' names, conforming to requirements under Article 2 of Securities and Exchange Act Enforcement Rules.3.Acquiring the shares of the company in the name of a special purpose entity, conforming to International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS).The term "with others" under Paragraph 10 means: several people, with the same purpose of the merger/consolidation and acquisition, acquire already-issued shares of a public company by contract, agreement, or other forms of mutual consent.Those who acquire the shares under Paragraph 10 can transfer their shares through intraday trading or after-market-close trading on the centralized securities exchange or OTC market.For the purpose of the merger/consolidation and acquisition to acquire the shares of the company whose shares have been publicly issued, in case more than ten percent of the total shares that the company had issued are acquired, the acquirers shall report to the competent securities authority the purpose of the merger/consolidation and acquisition and other particulars required for reporting by the competent securities authority within ten days of the acquisition of the shares; if the particulars required for reporting were adjusted, they shall be updated immediately.In case of the acquisition of the voting shares already issued by the company whose shares have been publicly issued without complying with the requirements under the preceding paragraph, the excess shares shall not have voting rights.