Post-Effective Amendment No. 1 to Form F-4

As filed with the U.S. Securities and Exchange Commission on January 11, 2019

Registration Statement No. 333-226345

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Woori Financial Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Woori Financial Group Inc.

(Translation of Registrant’s Name into English)

 

 

 

Republic of Korea   6029   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

51, Sogong-ro, Jung-gu, Seoul 04632, Korea

Telephone: +82-2-2125-2337 / Fax: +82-505-003-2512

(Address and telephone number of Registrant’s principal executive offices)

Woori Bank New York Agency

245 Park Avenue, 43rd Floor

New York, NY 10167

Telephone: (212) 949-1900

(Name, address and telephone number of agent for service)

 

 

Copies to:

Yong G. Lee, Esq.

Cleary Gottlieb Steen & Hamilton LLP

Foreign Legal Consultant Office

19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu

Seoul 04539, Korea

 

 

 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 filed by Woori Financial Group Inc., or the Registrant, a corporation organized under the laws of the Republic of Korea, relates to the Registration Statement on Form F-4 of Woori Bank (Registration No. 333-226345) and is being filed by the Registrant in order to adopt such Registration Statement as its own for all purposes under the U.S. Securities Act of 1933, as amended, or the Securities Act. Such Registration Statement, which was declared effective on November 13, 2018, was filed by Woori Bank on behalf of the Registrant to register the offering of the Registrant’s common stock to Woori Bank’s shareholders under the Securities Act in connection with a meeting of such shareholders held on December 28, 2018 to approve a “comprehensive stock transfer” under Article 360-15 of the Korean Commercial Code, or the Stock Transfer. In the Stock Transfer, which was effected as of January 11, 2019, holders of Woori Bank common stock transferred all of their shares to the Registrant, which was established simultaneously with such transfer, and in return received shares of the Registrant’s common stock. The Stock Transfer was effected to establish the Registrant as the financial holding company of Woori Bank, which became a wholly-owned subsidiary of the Registrant.


EXHIBIT INDEX

 

Number

  

Description

  5.1

   Opinion of Kim & Chang regarding the legality of securities being registered.

23.1

   Consent of Kim & Chang (included as part of its opinion filed as Exhibit 5.1 and incorporated by reference herein).


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seoul, Republic of Korea, on January 11, 2019.

 

WOORI FINANCIAL GROUP INC.

By:

 

/S/ TAE-SEUNG SOHN

  Name:   Tae-Seung Sohn
  Title:   Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 11, 2019.

 

Name

  

Title

/S/ TAE-SEUNG SOHN

Tae-Seung Sohn

   Chairman and Chief Executive Officer

/S/ KYONG-HOON PARK

Kyong-Hoon Park

  

Deputy President and

Principal Financial and Accounting Officer

/S/ SUNG-TAE RO

Sung-Tae Ro

   Outside Director

/S/ SANG-YONG PARK

Sang-Yong Park

   Outside Director

/S/ CHANG-HYOUNG CHUNG

Chang-Hyoung Chung

   Outside Director

/S/ ZHIPING TIAN

Zhiping Tian

   Outside Director

/S/ DONG-WOO CHANG

Dong-Woo Chang

   Outside Director

/S/ CHANG-SIK BAE

Chang-Sik Bae

   Non-Standing Director


SIGNATURE OF AUTHORIZED REPRESENTATIVE OF WOORI BANK

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this registration statement to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of Woori Financial Group Inc. in the United States, in the City of New York, State of New York, on January 11, 2019.

 

By:

 

/S/ KIE SOO LEE

Name:

  Kie Soo Lee

Title:

 

General Manager

Woori Bank New York Agency