FAIR TRADE LAW

Article 12

The provisions of Paragraph 1 of the preceding Article shall not apply to any of the following circumstances:

1. Where any of the enterprises participating in a merger, or its 100% held subsidiary, already holds no less than 50% of the voting shares or capital contribution of another enterprise in the merger and merges such other enterprise.
2. Where enterprises of which 50% or more of the voting shares or capital contribution are held by the same enterprise merge.
3. Where an enterprise assigns all or a principal part of its business or assets, or all or part of any part of its business that could be separately operated, to another enterprise newly established by the former enterprise solely.
4. Where an enterprise, pursuant to the proviso of Article 167, Paragraph 1 of the Company Act or Article 28-2 of the Securities and Exchange Act, redeems its shares held by shareholders so that its original shareholders’ shareholding falls within the circumstances provided for in Article 10, Paragraph 1, Subparagraph 2 herein.
5. Where a single enterprise reinvests to establish a subsidiary and holds 100% shares or capital contribution of such a subsidiary.
6. Any other designated type of merger promulgated by the competent authority.