Financial Holding Company Act Article 33

Upon the resolution of a shareholders' meeting, a subsidiary of a financial holding company may sell part of its business and assets to an existing company or a newly established company with the price being paid in newly issued shares of such existing company or newly established company, as applicable, to which the subsidiary or its shareholders subscribe (a "divided company"), and the following shall apply to such a transaction:1.Where the divided company subscribes with the price being paid in the newly issued shares by using the specific part of its businesses or assets, Article 272 of the Company Act shall not apply; and2.Following the adoption of the resolution of such division, the divided company shall, within ten (10) days of such resolution, make a public announcement of the contents of the resolution, and designate a period of at least thirty (30) days in which dissenting creditors may raise their objection thereto. If the divided company fails to make such announcement or fails to provide security to dissenting creditors within the designated period of time, the divided company may not use the division as a defense against such creditors.If the other company is a newly established company, the shareholders' meeting of the divided company shall be deemed the promoters' meeting of such newly established Company.Articles 185 through 188 of the Company Act shall apply, mutates mutandis, to the transfer of the essential part of the business or properties under the division described in Paragraph 1 [of this Article].