Edgar Filing: SHINHAN FINANCIAL GROUP CO LTD

November 20

Obtained credit card business license

SHINHAN FINANCIAL GROUP CO., LTD.

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the Month of February 2007

SHINHAN FINANCIAL GROUP CO., LTD.

(Translation of registrant’s name into English)

120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .

Tender Offer Circular

Submitted to the Financial Supervisory Commission

February 27, 2007

We hereby submit this Tender Offer Circular
in accordance with Article 21-2(2) of the Securities and Exchange Act (of Korea).


Reporter	Name	Shinhan Financial Group Co., Ltd. (seal)
Contact Information for Business Purpose	Address*	120 Taepyungro 2-ga, Jung-gu, Seoul, Korea
	Tel. No.	82-2- 6360-3035

* Contact information for business purpose shall contain the full address and telephone number that can be reached.

TABLE OF CONTENTS


I. Particulars on Tender Offeror and Its Specially-Related Persons		1
	A. Information on Tender Offeror and Its Specially-Related Persons	1
	B. Information on Corporate Group of Which Tender Offeror Is a Member	10
	C. Financial Information of Tender Offeror	13
II. The Issuer of the Shares Subject to the Tender Offer		16
	A. Information Regarding the Issuer and Its Specially-Related Persons	16
	B. Information on Corporate Group of Which Issuer Is a Member	27
III. Purpose of The Tender Offer		28
IV. Class and Number of Shares Subject to the Tender Offer		28
	A. Class and Number of Shares Subject to the Tender Offer	28
	B. Number of LG Card Shares to be Held by Tender Offeror after the Tender Offer	29
	C. Total Number of Issued and Outstanding Shares of the Target Company	29
V. Period, Price, Settlement Date and Other Terms of the Tender Offer		30
	A. General Terms	30
	B. Settlement	31
VI. Particulars of Agreement to Purchase Target Company’s Shares Other than by Means of Tender Offer After Public Notice Date (if any)		32
VII. Details of Funding for Purchase		32
VIII. Particulars on Tender Offer Agent		34
	A. Name	34
	B. Scope of Tender Offer Agent’s Role	34
	C. Locations of Head Office / Branch offices and Phone Numbers	34
IX. Current Status of Target Company		38
	A. Financial Status for Last Three Fiscal Years	38
	B. Transaction Status of Target Shares for Recent Six Months	39
X. Procedures of the Tender Offer		39
	A. Method of Tender	39
	B. Method of Withdrawing Tender by Shareholder	42
	C. Method of Purchasing Tendered Shares	43
	D. Method of Amendment of Terms of the Tender Offer and Withdrawal of the Tender Offer	43
	E. Notice of Purchase	44
XI. Source of Funding		44
	A. Source of Funds Necessary for the Tender Offer	44


	B. Securities to be Exchanged Through the Tender Offer	45
XII. Tender Offeror and Its Specially-Related Persons’ Share Ownership Status and Transaction History of Target Company’s Shares Within Past One Year		45
	A. Share Ownership Status	45
	B. Share Transaction History	46
XIII. Agreements Between Tender Offeror and Offices/Major Shareholders of Target Company (if any)		46
XIV. Future Plans Regarding Target Company After the Tender Offer		46
XV. Particulars on Intermediary of the Tender Offer (if any)		47
	A. Name	47
	B. Location of Head Office	47
	C. Objectives and Businesses	47
	D. Relation to Tender Offeror	47
XVI. Place Where the Tender Offer Circular and Tender Offer Documents will be Publicly Available		47
	A. Tender Offer Circular	47
	B. Tender Offer Documents	47
Exhibit 1		51

I. Particulars on Tender Offeror and Its Specially-Related Persons

A. Information on Tender Offeror and Its Specially-Related Persons

1. Name of Tender Offeror


Name of Tender Offeror:		Shinhan Financial Group Co., Ltd. (“SFG”)
Representative Director:		In Ho LEE

2. History of Tender Offeror

(1) Changes since Incorporation

	1)		Date of Incorporation: September 1, 2001

	2)		Location of Head Office (including any changes thereof): 120 Taepyungro 2-ga, Jung-gu, Seoul, Korea

	3)		Material Change in the Management


2001.9.1	Chairman of BOD	Eung Chan RA
2003.3.31	Chairman of BOD	Eung Chan RA
	President & CEO	Young Hwi CHOI
2005.5.17	Chairman of BOD	Eung Chan RA
	President & CEO	In Ho LEE

Changes in the Largest Shareholder


2001.12.7	Changed from Daekyo Co., Ltd. and two other shareholders (No. of shares held: 4,754,679; shareholding ratio: 1.63%) to BNP Paribas (No. of shares held: 11,693,767; shareholding ratio: 4%)
2002.2.7	Changed from BNP Paribas to BNP Paribas Luxembourg, an affiliate of BNP Paribas (No. of shares held: 11,693,767; shareholding ratio: 4%)
2005.3.22	Changed from BNP Paribas Luxembourg to Korea National Pension Fund (No. of shares held: 16,498,516; shareholding ratio: 5.17%)
		*	The above date is the date on which the change was confirmed.
2005.11.28	Changed from Korea National Pension Fund to Korea Deposit Insurance Corporation (No. of shares held: 22,360,302; shareholding ratio: 6.22%; convertible and redeemable preferred stocks were converted into common shares)
2006.4.11	Changed from Korea Deposit Insurance Corporation to BNP Paribas Group (No. of shares held: 33,682,104; shareholding ratio: 9.38%)
		*	Details of Holding:
				—	BNP Paribas S.A.: 20,124,272 shares (purchased common shares in SFG held by Korea Deposit Insurance Corporation);
				—	BNP Paribas Luxembourg (subsidiary of BNP Paribas S.A.): 13,557,832 shares (existing shares)
		*	The above information is based on the date of purchase and sale of the shares. As of September 30, 2006, the shareholding


				ratio of BNP Paribas Group is 8.83% (the shareholding ratio was reduced due to the increase in the total number of common shares). * As of December 31, 2006, BNP Paribas Group owns 9.06% or 34,582,732 shares of SFG common shares.

	5)		Material Change in Business Purpose: N/A

	6)		Other Material Change since Incorporation


		2002.4.4		Executed a stock purchase agreement with Korea Deposit Insurance Corporation to acquire 51% equity in Jeju Bank
		2002.4.8		Executed a stock purchase agreement with Asia Pacific Group II and LP, among others, to acquire 30% of common shares in Good Morning Securities Co., Ltd.
		2002.5.10		SFG’s inclusion of Jeju Bank as its subsidiary was officially granted
		2002.6.4		Shinhan Bank’s Credit Card Business spun off and Shinhan Card Co., Ltd. was established
		2002.7.8		Shinhan Credit Information Co., Ltd. was established
		2002.8.1		Good Morning Securities Co., Ltd. merged with Shinhan Securities Co., Ltd.; Good Morning Shinhan Securities Co., Ltd. was incorporated
		2002.9.16		Good Morning Investment Trust Management Co., Ltd. ceased to be one of SFG’s indirect subsidiaries
		2002.9.23		Executed an agreement to sell (50%-1) shares in Shinhan Investment Trust Management to BNP Paribas Group; name changed to Shinhan-BNP Paribas Investment Trust Management Co., Ltd.
		2002.10.1		Established SH&C Life Insurance Co., Ltd.
		2003.6.9		Executed an agreement to sell 49% equity share in Shinhan Credit Information to Lone Star Fund
		2003.7.9		Executed an agreement to acquire 80.04% equity in Chohung Bank from Korea Deposit Insurance Corporation
		2003.8.18-19		Acquired 80.04% equity in Chohung Bank from Korea Deposit Insurance Corporation
		2003.9.5		SFG’s inclusion of Chohung Bank as its subsidiary was officially granted
		2003.9.16		Registered with the U.S. Securities Exchange Commission and listed on the New York Stock Exchange
		2003.11.20		Acquired a U.S. bank holding company license from the U.S. Federal Reserve Board
		2003.12.26		Made additional investment of KRW 200 billion in Chohung Bank (shareholding ratio after investment: 81.15%)
		2004.3.5		Shinhan Bank sold out 29,873,359 (10.15%) shares of SFG
		2004.4.12		Decided to acquire shares of Chohung Bank through stock swap and tender offer and acquired it as SFG’s wholly-owned subsidiary
		2004.4.29		Terminated business alliance with Lone Star Fund in the credit information sector and decided to acquire shares of Shinhan Credit Information held by Lone Star Fund
				* On May 21, 2004, acquired the remaining 49% of the shares (shareholding ratio after acquisition: 100%)
		2004.6.22		Stock swap to acquire Chohung Bank as SFG’s wholly-owned subsidiary was completed


				* Shareholding ratio after the stock swap: 100%; no. of SFG common shares increased by 14,682,590 shares
		2004.12.16		SFG acquired Shinhan Private Equity Co., Ltd. as its wholly owned subsidiary
				* Date of report on inclusion as subsidiary to Financial Supervisory Commission (“FSC”): Jan. 5, 2005
		2004.12.23		Stock swap to acquire Good Morning Shinhan Securities as SFG’s wholly-owned subsidiary was completed
				* Shareholding ratio after the stock swap: 100%; no. of SFG common shares increased by 10,235,121 shares
		2005.8.26		Decided to liquidate e-Shinhan
		2005.8.29		Acquired Shinhan NPS Private Equity Fund 1^st as SFG’s indirect subsidiary
		2005.9.27		Decided to acquire Shinhan Life Insurance Co., Ltd. as SFG’s subsidiary
		2005.11.24		Resolution to liquidate e-Shinhan is passed at the general shareholders’ meeting
		2005.12.13		Acquired Shinhan Life Insurance Co., Ltd. as wholly-owned subsidiary through stock swap
		2006.4.1		The integrated Shinhan Bank and Shinhan Card was launched
		2006.8.16		Designated as the preferred bidder for the proposed acquisition of shares of LG Card Co., Ltd (“LG Card”)
		2006.12.20		Executed LG Card Co., Ltd. Acquisition Agreement to acquire shares of LG Card
		2007.2.23		Obtained FSC’s approval of inclusion of LG Card as subsidiary

(2) Change in Company Name: N/A

(3) Merger, Division (Merger Through Division), All-inclusive Stock Swap or Transfer, Acquisition or Transfer of Material Business, Etc.


Date	Details	Quantity		Remarks
Sep. 1, 2001	Stock transfer		292,344,192	Shinhan Bank, Shinhan Securities, Shinhan Investment Trust Management and Shinhan Capital established SFG through all-inclusive stock transfer
Jun. 6, 2002	Small-scale stock swap		15,891	Stock swap between SFG common shares and Shinhan Bank common shares issued upon conversion of bonds with warrant
Oct. 1, 2002	Small-scale stock swap		786
Dec. 31, 2002	Small-scale stock swap		256
Oct. 1, 2003	Small-scale stock swap		11,626
Dec. 31, 2003	Small-scale stock swap		164,484
Jun. 22, 2004	Small-scale stock swap		14,682,590	Small-scale stock swap to acquire Chohung Bank as the SFG’s wholly-owned subsidiary
Dec. 23, 2004	Small-scale stock swap		10,235,121	Small-scale stock swap to acquire Good Morning Shinhan Securities as the SFG’s wholly-owned subsidiary


Date	Details	Quantity		Remarks
Dec. 13, 2005	Small-scale stock swap		17,528,000	Small-scale stock swap to acquire Shinhan Life Insurance as the SFG’s wholly-owned subsidiary


Note 1)		By board resolutions dated December 30, 2005 of Shinhan Bank, Chohung Bank and Shinhan Card, each a SFG’s wholly owned subsidiary, the credit card business division of Chohung Bank merged with Shinhan Card through spin-off as of April 1, 2006, and following the spin-off, Chohung Bank merged with Shinhan Bank.
Note 2)		As a result of the spin-off of the credit card business division of Chohung Bank, Chohung Bank’s capital, stockholders’ equity and the number of issued and outstanding shares were reduced by KRW 210 billion, KRW 170 billion and 49,008,463 shares, respectively, and the credit card division merged with Shinhan Card at a merger swap ratio of 1:0.980941772 (one share of Chohung Bank for 0.980941772 common share of Shinhan Card). The name of the corporation surviving after the merger through spin-off was Shinhan Card.
Note 3)		Following the spin-off of the credit card business division of Chohung Bank, Shinhan Bank merged with Chohung Bank at a merger swap ratio of 1: 3.867799182 (one share of Shinhan Bank for 3.867799182 common share of Chohung Bank). The merger agreement was approved at the extraordinary general meeting of shareholders of each bank, and it was decided that the bank surviving after the merger would be Chohung Bank and that the name of the integrated bank would be Shinhan Bank.

(4) Change in Manufacturing Facilities: N/A

(5) Material Events Related to Management: N/A

3. Business Purpose and Details of Business

(1) Business Purpose


	Business Objectives	Remarks
A.	Control or business management of a company that engages in financial business or in activities closely related to financial business;
B.	Financial support to subsidiaries, etc. (including any subsidiaries, indirect subsidiaries and companies controlled by indirect subsidiaries; the same shall apply hereafter) (“Subsidiaries, etc.”);
C.	Investment in subsidiaries or financing for financial support to Subsidiaries, etc.;
D.	Support for joint product development and sales to, and joint utilization of equipment, IT systems, etc. with, Subsidiaries, etc.; and
E.	Business activities incidental or related to the foregoing.

(2) Details of Business

Tender Offeror was incorporated in 2001 as a 100% privately-owned financial holding company in order to actively respond to trends of consolidation and diversification in the financial environment.

Since its incorporation, Tender Offeror strategically aimed at establishing the business structure of a total financial group, and developed systematic strategies, focusing on four key tasks: (i) improvement of the holding companies system; (ii) specific negotiations of strategic alliance; (iii) implementation of strategies to expand initial synergies; and (iv) enhancement of internal and external communications. First, Tender

Offeror achieved management transparency by improving the governance and management system of the group and established an enhanced holding companies system as well as a system of mutual cooperation and support among group members by organizing various councils for each business division such as retail, corporate banking and asset management business, in an effort to build a foundation for one-portal, one-stop total financial services.

Tender Offeror incorporated a bank, a securities company, a credit card company, an investment trust management company, a capital company and an insurance company as its subsidiaries, thereby establishing a system that enables it to provide services in all financial areas as a total financial group. It is now promoting cross-selling among subsidiaries of products such as funds and FNA securities savings deposits, and focusing on development of complex products linked with insurance and credit card. Moreover, it engages itself in database marketing activities at the group level using an integrated group database.

Following the proposed stock acquisition through which LG Card will become one of its subsidiary, Tender Offeror will substantially enhance its presence in non-banking sectors by expanding its business areas and target markets based on an increased customer base and channels, and will increase the competency of the entire group in order to secure its leading position in the domestic financial market.

Finally, Tender Offeror will, in good faith, build a management system in compliance with world class standards and secure world class competency as a foundation for long-term survival and growth in the global competitive financial environment.

4. Capital and Total Number of Issued Shares (as of the Filing Date)

[Unit: KRW, shares; Par value per share: KRW 5,000]


			No. of Issued		Total Amount of Par
Type		Class	Shares		Value		Capital
Registered		Common stock		381,567,614		1,907,838,070,000		1,907,838,070,000
Registered		Redeemable Preferred Stock		68,757,169		343,785,845,000		407,869,805,000
Registered		Convertible Redeemable Preferred Stock		14,721,000		73,605,000,000		73,605,000,000

	Total			465,045,783		2,325,228,915,000		2,389,312,875,000


Note 1)		The difference between the total amount of par value and the capital of redeemable preferred stocks issued by SFG can be explained by the fact that the capital cannot be decreased under the current Korean Commercial Code, even though the number of issued preferred stocks was reduced due to redemption of Series 1 preferred stocks (9,316,792 shares) and Series 6 preferred stocks (3,500,000 shares) that matured on August 21, 2006. For this reason, there is a difference (amounting to KRW 64,083,960,000) between the capital and the total amount of par value of issued and outstanding shares.
Note 2)		SFG resolved at the board meeting on December 18, 2006 to increase the capital for the purpose of financing the acquisition of LG Card shares and completed the capital increase (issuance of redeemable preferred stocks and convertible redeemable preferred stocks) on January 25, 2007 as follows:

[Unit: KRW, shares; Par Value per share: KRW 5,000]


			Series 11 Convertible
	Series 10 Redeemable		Redeemable Preferred
Classification	Preferred Stock		Stock		Total
Issue Price Per Share		100,000		57,806		—
No. of Shares Issued		28,990,000		14,721,000		43,711,000
Total Issue Price		2,899,000,000,000		850,962,126,000		3,749,962,126,000
Capital		144,950,000,000		73,605,000,000		218,555,000,000
Capital Surplus		2,754,050,000,000		777,357,126,000		3,531,407,126,000

5. Largest Shareholder (including Specially-Related Persons)

[As of Dec. 31, 2006]


Name					Shareholding
(Company Name)	Relation	Address*	Shares Owned		Ratio (%)
BNP Paribas S.A.	Largest Shareholder	—		20,124,272		5.27
BNP Paribas Luxembourg	Largest Shareholder’s Subsidiary	—		13,557,832		3.55
BNP Paribas Arbitrage SNC	Largest Shareholder’s Subsidiary	—		900,628		0.24

Total	—	—		34,582,732		9.06


Note		Since holders of SFG preferred stock have no voting rights, the shareholding ratio is calculated based on the number of common shares.

6. Officers and Their Shareholding

[As of Dec. 31, 2006]

Shares Owned

Date of Initial

Position

Name

Date of Birth

Background / Prior Affiliation

Common Stock

Preferred Stock

Appointment

Chairman (standing)

Eung Chan Ra

Nov. 25, 1938

—

Seonlin Commercial High School Graduate

133,103

—

Sept. 1, 2001

—

President & Rep. Director, Shinhan Bank

—

Vice Chairman, Shinhan Bank

President & CEO
(standing)

In Ho Lee

Nov. 2, 1943

—

BA in Economics, Yonsei
University

23,191

—

Sept. 1, 2001

—

EVP, Shinhan Bank

—

President & Rep. Director, Shinhan

Bank

(Executive) Director

Young Hwi Choi

Oct. 28, 1945

—

BA in Economics, Sung Kyun Kwan University

553

—

Sept. 1, 2001

—

MD, Shinhan Bank

—

Deputy President, Shinhan Bank

(Non-Executive) Director

Young Seok Choi

Jul. 2, 1929

—

BA in Commerce, Meiji University, Japan

448,076

—

Mar. 31, 2003

—

Non-Executive Director, Shinhan Bank

—

President, C.Y.S. Ltd., Japan (current)

Outside Director

Yong Woong Yang

Aug. 4, 1948

—
—

BA, Chosun University, Japan
President, Doen, Japan (current)

88,450

—

Mar. 25, 2004

Outside Director

Il Sup Kim

Jul. 1, 1946

—

Ph.D., Business Administration,

Seoul National University

—

Mar. 31, 2003

Shares Owned

Date of Initial

Position

Name

Date of Birth

Background / Prior Affiliation

Common Stock

Preferred Stock

Appointment

—

Vice Chairman of Samil Accounting Corp.

—

Vice President of Ehwa Women’s University

—

Representative Dir., Dasan

Accounting Corp. (current)

Outside Director

Sang Yoon Lee

Sept. 13, 1942

—

BA in Commerce, Seoul National University

—

Mar. 25, 2004

—

Non-statutory Vice-Chairman, Korea Food Industry Association (current)

—

Representative Director and President, Nongshim Ltd. (current)

Outside Director

Yoon Soo Yoon

Mar. 5, 1946

—

BA in Political Science & Diplomacy, Korea University of Foreign Studies

—

Mar. 25, 2004

—

Non-Executive Director of Hanvit Bank

—

President of Fila Korea Ltd. (current)

Outside Director

Shee Yul Ryoo

Sept. 5, 1938

—
—

LLB, Seoul National University
President, Korea First Bank (former)

—

Mar. 30, 2005

—

Chairman, The Korea Federation of Banks (former)

—

Advisor, Shin & Kim (current)

Outside Director

Byung Hun Park

Sept. 10, 1928

—

BA in Law, Politics and Economics at Meiji University, Japan

28,659

—

Sep. 1, 2001

—

President, HQ of Korean Residents’ Union in Japan

—

Chairman, Daeseong Electronics Ltd (current)

Outside Director

Young Hoon Choi

Nov. 8, 1928

—

LLB in Law, Ritsumeikan University, Japan

135,400

—

Mar. 30, 2005

—

Non Executive Director, Shinhan Bank

—

Chairman, Eishin Group (current)

Outside Director

Si Jong Kim

Apr. 16, 1937

—

Sigaken Yashu High School

8,764

—

Mar. 30, 2005

—

Director, Yokohama Shogin

—

Director, Korea Chamber of Office in Kanagawa, Japan

—

Standing Advisor, Kanagawa Division, Korean Residents’ Union in Japan (current)

Outside Director

Philippe Reynieix

Jun. 24, 1949

—

Master of Business Law, Paris II University, France

—

Mar. 25, 2004

—

Chief Operating Officer BNP Paribas, Singapore

—

Rep. Director & GM for Korea BNP Paribas, Seoul (current)

Outside Director

Haeng Nam Chung

Mar. 15, 1941

—
—

Tomishima Jr. High School
Director, Asuka Credit Union

30,000

—

Mar. 21, 2006

—

Advisor, Korean Chamber of Commerce and Industry (current)

Outside Director

Myung Soo Choi

Aug. 5, 1957

—

LLB in Economics, Kyonggi University

—

Mar. 21, 2006

—

Head of Audit Office, Investigation Dept. 2, Dept. 3 and Special Investigation Bureau, Korea Deposit

Shares Owned

Date of Initial

Position

Name

Date of Birth

Background / Prior Affiliation

Common Stock

Preferred Stock

Appointment

Insurance Corporation

—

Representative Director, Resolution and Finance Corporation

—

Head of Fund Management and Planning Dept., Korea Deposit Insurance Corporation (current)

Executive Vice President

Jae Woo Lee

Jul. 2, 1950

—

Graduated from Kunsan Commercial High School

14,382

—

Dec. 16, 2004

—

MBA, Dongkuk Univ.

—

General Manager of Small and

Medium Enterprise Support Dept., Shinhan Bank

—

Deputy President, Shinhan Bank

Executive Vice President

Byung Jae Cho

Jan. 6, 1951

—

BA in Business Administration, Seoul National University

—

Sept. 5, 2003

—

General Manager of Planning Dept.,

Chohung Bank

Executive Vice President

Jin Won
Suh

Apr. 20, 1951

—
—

BA in History, Korea University
Sales Director of Individual Customer HQ., Shinhan Bank

—

Feb. 22, 2006

—

Deputy President, Shinhan Bank

Executive Vice President

Jae Woon Yoon

Jul. 22, 1951

—

BA in Education, Seoul National University

—

Aug. 26, 2005

—

General Manager of Trust Business Dept., Chohung Bank

—

Director of Central Region HQ, Chohung Bank

Advisor

Pyung Joo Kim

Feb. 6, 1939

—

Ph.D. in Economics, Princeton University

—

Mar. 1, 2006

—

Prof., KDI School of Public Policy and Management

—

Honorary Prof., Sogang Univ.

—

Chairman of Shinhan Bank-Chohung Bank Integration Promotion Committee

Total

910,578

—

7. Specially-Related Persons

[As of Feb. 27, 2007]

Relation

Name

with

Capital

Occupation

(Company

Tender

(million

Largest

(Details of

Name)

Offeror

Address

Won)

Shareholder

Business)

Shinhan Bank

Subsidiary

120 Taepyungro 2-ga, Jung-gu, Seoul

7,528,078

SFG

Banking business

Good Morning Shinhan Securities

Subsidiary

23-2 Yoido-dong, Yeongdeungpo-gu, Seoul

796,998

SFG

Securities business

Shinhan Card

Subsidiary

14 Namdaemoonro 1-ga, Jung-gu, Seoul

358,886

SFG

Credit card business

Shinhan Capital

Subsidiary

530-1 Gozan-dong, Danwon-gu,
Ansan, Kyeonggi-do

80,000

SFG

Credit extension
business

Jeju Bank

Subsidiary

1349 Yi-do, Yido 1-dong, Jeju City

77,644

SFG

Banking business

Shinhan Life Insurance

Subsidiary

120 Taepyungro 2-ga, Jung-gu, Seoul

200,000

SFG

Life insurance
business

Shinhan-BNP Paribas Investment Trust Management Co.

Subsidiary

18^th Fl., Good Morning Shinhan Tower, 23-2 Yoido-dong,
Yeongdeungpo-gu, Seoul

40,000

SFG

Securities investment trust
business

Shinhan Macquarie Financial
Advisory

Subsidiary

9^th Fl., Hanwha Bldg., Sogong-dong, Jung-gu, Seoul

1,000

SFG

Financial advisory
business

Shinhan Credit Information

Subsidiary

32 Moonraedong 3-ga,
Yeongdeungpo-gu, Seoul

3,000

SFG

Credit survey
business

SH&C Life Insurance

Subsidiary

3^rd Fl., Seoul City Tower, Namdaemoonro 5-ga, Jung-gu, Seoul

30,000

SFG

Insurance business

Shinhan Private Equity

Subsidiary

14^th Fl., Heungkuk Life Bldg., Shinmunro 1-ga, Jongro-gu, Seoul

10,000

SFG

Private equity
operations business

Shinhan Data System

Indirect subsidiary

17^th Fl., Daekyung Bldg., 120 Taepyungro 2-ga, Jung-gu, Seoul

1,000

Shinhan Bank

Software
development
business

Shinhan Finance Ltd.

Indirect subsidiary

Room 3401, Gloucester Tower, The Land mark, 11 Pedder St., Central, Hong Kong

63,684

Shinhan Bank

Banking business

SH Asset Management

Indirect subsidiary

7^th Fl., Good Morning Shinhan Tower, 23-2 Yoido-dong, Yeongdeungpo-gu, Seoul

45,000

Shinhan Bank

Investment trust
business

Shinhan Asia Ltd.

Indirect subsidiary

Suites 3507-3508, 35/F, Two Exchange Square, 8 Connaught Place, Central, HK

13,944

Shinhan Bank

Banking business

Shinhan Bank America

Indirect subsidiary

330 5^th Avenue
4^th Floor New York, NY
10001 USA

13,014

Shinhan Bank

Banking business

Relation

Name

with

Capital

Occupation

(Company

Tender

(million

Largest

(Details of

Name)

Offeror

Address

Won)

Shareholder

Business)

Shinhan Bank Europe

Indirect subsidiary

Neue Mainzer Strasse 75 60311
Frankfurt am Main, Germany

18,748

Shinhan Bank

Banking business

Shinhan Vina Bank

Indirect subsidiary

3-5 Ho Tung Mau Street, District 1, HCMC, Vietnam

18,592

Shinhan Bank

Banking business

CHB Valuemeet 2001 First SPC

Indirect subsidiary

10^th Fl., Lawyer’s Bldg., Dangju-dong, Jongro-gu, Seoul

Shinhan Bank

Other financial
business

CHB Valuemeet 2001 Second SPC

Indirect subsidiary

10^th Fl., Lawyer’s Bldg., Dangju-dong, Jongro-gu, Seoul

Shinhan Bank

Other financial
business

CHB Valuemeet 2002 First SPC

Indirect subsidiary

10^th Fl., Lawyer’s Bldg., Dangju-dong, Jongro-gu, Seoul

Shinhan Bank

Other financial
business

Good Morning Shinhan Securities Europe Ltd.

Indirect subsidiary

7^th Floor, 52 Cornhill,
London EC3V 3PD, United Kingdom

6,202

Good Morning
Shinhan Securities

Securities
brokerage business

Good Morning Shinhan Securities USA Inc.

Indirect subsidiary

1325 6^th Ave. #702, NY, NY 10019 USA

3,904

Good Morning
Shinhan Securities

Securities
brokerage business

Shinhan NPS Private Equity Fund 1^st

Indirect subsidiary

226 Shinmunro 1-ga Jongro-gu, Seoul

138,000

National Pension
Fund

Other financial
business


Note 1)	Tender Offeror’s specially related persons that are companies (corporations) are as listed above.
	—	Information on officers of either Tender Offeror or its affiliates is omitted pursuant to Article 10-3 (3) of the Enforcement Decree of the Securities and Exchange Act because they own less than 1,000 shares of LG Card.
	—	Among Tender Offeror’s specially related persons, only Shinhan Bank Co., Ltd. owns LG card shares. The number of LG card shares owned by Shinhan Bank is 8,960,005.

Note 2)	Although the largest shareholder of Shinhan NPS Private Equity Fund 1^stis National Pension Fund, since Shinhan Private Equity, a subsidiary of Tender Offeror, is a general partner of the Fund, it is a indirect subsidiary of Tender Offeror.

B. Information on Corporate Group of Which Tender Offeror Is a Member

1. Name of Corporate Group

Shinhan Financial Group Co., Ltd.

2. Companies Belonging to the Corporate Group


	No. of
Classification	Companies		Company Name
Listed Corporation	1 (holding company)		Shinhan Financial Group
	1 (subsidiary)		Jeju Bank
Non-listed Corporations	10 (subsidiaries)		Shinhan Bank, Good Morning Shinhan Securities, Shinhan Card, Shinhan Capital, Shinhan Life Insurance, Shinhan-BNP Paribas Investment Trust Management Co., Shinhan Macquarie Financial Advisory, Shinhan Credit Information, SH&C Life Insurance, and Shinhan Private Equity
	13 (indirect subsidiaries)		Shinhan Data System, Shinhan Finance Ltd., SH Asset Management, Shinhan Asia Ltd., Shinhan Bank America, Shinhan Bank Europe, Shinhan Vina Bank, CHB Valuemeet 2001 First SPC, CHB Valuemeet 2001 Second SPC, CHB Valuemeet 2002 First SPC, Good Morning Shinhan Securities Europe Ltd., Good Morning Shinhan Securities USA Inc., Shinhan NPS Private Equity Fund 1^st
Total		25	—


Note 1)		With “Shinhan Bank” chosen for the name of the integrated bank after the merger between Shinhan Bank and Chohung Bank dated April 1, 2006, company names of indirect subsidiaries were changed as follows:
		— Chohung Investment Trust Management Co., Ltd. ® SH Asset Management Co., Ltd.
		— Chohung Finance Ltd. ® Shinhan Asia Ltd.
		— CHB Bank America ® Shinhan Bank America
		— Chohung Bank (Deutschland) Gmbh. ® Shinhan Bank Europe
		— Chohung Vina Bank ® Shinhan Vina Bank
Note 2)		On November 1, 2006, Shinhan Finance Ltd., an indirect subsidiary of Tender Offeror, was converted to Shinhan Bank, Hong Kong Branch. The liquidation proceedings are in progress and expected to be completed in the first half of 2007.
Note 3)		Although FSC approved SFG’s incorporation of LG Card as its subsidiary on February 23, 2007, it was excluded from the list of subsidiaries since stock acquisition through Tender Offer has not yet been carried out.

3. Relevant Law and Regulation

	(i)		Since Shinhan Financial Group is composed of subsidiaries and indirect subsidiaries of SFG and SFG is a financial holding company under the Financial Holding Companies Act (“FHCA”), Shinhan Financial Group is subject to any and all regulations under the FHCA.

	(ii)		Major regulations under the FHCA applicable to a financial holding company such as Shinhan Financial Group include (i) certain limits on investment under which a financial holding company can invest in subsidiaries only to the extent of its stockholders’ equity, and (ii) prohibition against running other profit-making businesses than managing its subsidiaries and other businesses incidental thereto.

	(iii)		Furthermore, the FHCA prohibits subsidiaries and indirect subsidiaries from making investment in, or extending credits to, a parent financial holding company, and restricts them from holding stocks of, or extending credits to,

			ther subsidiaries or indirect subsidiaries.

	(iv)		For details of regulations under the FHCA, please refer to the FHCA, the Enforcement Decree thereof, and the Regulation on Supervision.

	(v)		In addition to the FHCA, Tender Offeror is subject to regulations under the Monopoly Regulation and Fair Trade Act, the Securities and Exchange Act (“SEA”), and other relevant laws and regulations.

4. Summary Consolidated Financial Statements

(1) Consolidated Balance Sheet

[Unit: KRW 100 million]


	5^th Fiscal Year		4^th Fiscal Year
Category	(As of Dec. 31, 2005)		(As of Dec. 31, 2004)
[Assets]
Cash & Bank Deposits		84,764		67,127
Trading Securities		54,955		70,656
Available-for-Sale Securities		216,706		176,247
Held-to-Maturity Securities		29,962		31,447
Equity Securities by the Equity Method		795		164
Loans		1,066,493		971,989
Fixed Assets		34,910		29,216
Other Assets		120,790		121,466
Total Assets		1,609,375		1,468,312
[Liabilities]
Deposits		915,208		875,281
Borrowings		159,164		148,950
Debentures		228,402		201,141
Other Liabilities		204,084		164,591
Total Liabilities		1,506,858		1,389,963
[Stockholders’ Equity]		21,708		20,831
[Consolidated Capital Surplus]		43,956		37,753
[Consolidated Retained Earnings]		29,586		16,082
[Capital Adjustment]		6,121		2,807
[Minority Interest]		1,147		876
Total Stockholders’ Equity		102,517		78,349

(2) Consolidated Income Statement

[Unit: KRW 100 million]


	5^th Fiscal Year		4^th Fiscal Year
Category	(Jan. 1, 2005 ~ Dec. 31, 2005)		(Jan. 1, 2004 ~Dec. 31, 2004)
Operating Revenues		155,109		143,428
Operating Expenses		137,347		129,816
Operating Income		17,762		13,612
Ordinary Income		20,112		13,338
Net Income		17,476		11,211
Consolidated Period Income		17,321		10,503
No. of companies included in the consolidated income statement	22 companies SFG / (11) subsidiaries / (7) indirect subsidiaries / (3) trusts		22 companies SFG / (11) subsidiaries / (7) indirect subsidiaries / (3) trusts

C. Financial Information of Tender Offeror

1. Balance Sheet

The 3^rd Quarter of the 6^th Fiscal Year (As of Sep. 30, 2006)
The 5^th Fiscal Year (As of Dec. 31, 2005)
The 4^th Fiscal Year (As of Dec. 31, 2004)

[Unit: KRW million]


	6^th Fiscal Year,
Category	3^rd Quarter		5^th Fiscal Year		4^th Fiscal Year
Assets
I. Cash & Bank Deposits		286,545		64,374		31,145
1.Bank Deposits		286,545		64,374		31,145
II. Securities		12,290,523		10,882,359		8,262,100
(1) Equity Securities Accounted for by the Equity Method		12,290,523		10,882,359		8,262,100
1. Stocks		12,290,523		10,882,359		8,262,100
(2) Available-for-Sale Securities		—		—		—
1.Receivables		—		—		—
III. Loans		1,279,733		1,476,630		1,749,955
(Allowance for Possible Loan Losses)		-6,431		-7,420		-8,794
1. Loans in Korean Won		1,220,000		1,340,000		1,550,000
2. Loans in Foreign Currency		66,164		70,910		135,609
3. Privately Placed Bonds				73,140		73,140
IV. Fixed Assets		1,755		2,290		2,164
(1) Tangible Assets		820		1,200		1,302
1. Vehicles		261		391		425
Accumulated Depreciation		-171		-225		-278
2. Equipment		1,436		1,391		1,168
Accumulated Depreciation		-1,119		-991		-760
3. Other Tangible Assets		1,728		1,704		1,493
Accumulated Depreciation		-1,315		-1,070		-746
(2) Intangible Assets		935		1,090		862
1. Organization Costs		—		—		—
2. Other Intangible Assets		935		1,090		862
V. Other Assets		100,072		36,478		26,949
1. Guarantee Deposits		10,082		10,082		7,840
2. Accounts Receivable		28,059		14,809		6,234
3. Accrued Income		8,770		8,466		11,044
4. Advance Payments		50,953		10		10
5. Prepaid Expenses		53		724		12
6. Prepaid Income Taxes		346		577		0
7. Sundry Assets		1,809		1,810		1,809
Total Assets		13,958,628		12,462,131		10,072,313
Liabilities
I. Borrowings		356,164		156,098		154,380
1. Borrowings in Korean Won		290,000		85,188		50,000
2. Borrowings in Foreign Currency		66,164		70,910		104,380
II. Debentures		2,673,792		2,126,043		1,948,102
1. Debentures in Korean Won		2,680,000		2,130,000		1,920,000
Discounts		-6,208		-3,957		-3,191
2. Debentures in Foreign Currency		—		—		31,314


	6^th Fiscal Year,
Category	3^rd Quarter		5^th Fiscal Year		4^th Fiscal Year
Discounts		—		—		-21
III. Other Liabilities		31,440		42,973		222,561
1. Withheld Taxes		257		491		464
2. Dividends Payable		1,698		1,284		937
3. Accounts Payable		1,317		20,990		180,980
4. Accrued Expenses		26,932		19,656		14,627
5. Income Taxes Payable		—		—		25,329
6. Unearned Revenues		—		—		—
7. Accrued Severance Benefits		1,900		1,379		776
Deposits with Insurance Company for Severance Benefits		-664		-827		-552
Total Liabilities		3,061,396		2,325,114		2,325,043
Stockholders’ Equity
I. Capital Stock		2,170,758		2,170,758		2,083,118
1. Common Stock		1,907,838		1,796,037		1,596,595
2. Preferred Stock		262,920		374,721		486,523
II. Capital Surplus		4,360,082		4,360,112		3,718,623
1. Paid-in Capital in Excess of Par Value		4,359,961		4,359,991		3,718,564
2. Other Capital Surplus		121		121		59
III. Retained Earnings		3,353,913		2,960,355		1,608,185
1. Legal Reserve		396,928		223,722		118,692
2. Retained Earnings Before Appropriation		2,956,985		2,736,633		1,489,493
(Net Income:
3^rd quarter of 6^th fiscal year: KRW 1,582,225 million
5^th fiscal year: KRW 1,732,067 million
4^th fiscal year: KRW 1,050,295 million)
IV. Capital Adjustment		1,012,479		645,792		337,344
1. Valuation Gain on Equity Securities Accounted for by the Equity Method		985,560		633,205		383,098
2. Valuation Loss on Equity Securities Accounted for by the Equity Method		-4,782		-4,576		-53,932
3. Valuation Loss on Available-for-sale Securities		0		0		0
4. Stock Options		31,701		17,163		8,178
Total Stockholders’ Equity		10,897,232		10,137,017		7,747,270
Total Liabilities and Stockholders’ Equity		13,958,628		12,462,131		10,072,313

2. Income Statement

The 3^rd Quarter of the 6^th Fiscal Year (Jan. 1, 2006 — Sep. 30, 2006)
The 5^th Fiscal Year (Jan. 1, 2005 — Dec. 31, 2005)
The 4^th Fiscal Year (Jan. 1, 2004 — Dec. 31, 2004)

[Unit: KRW million]


	6^th Fiscal Year,
Category	3^rd Quarter		5^th Fiscal Year		4^th Fiscal Year
I. Operating Revenues		1,695,106		1,886,806		1,224,147
(1) Gain on Valuation Using the Equity Method		1,632,956		1,789,621		1,108,952
(2) Interest Income		61,161		95,812		114,264
1. Interest on Bank Deposits		5,362		1,646		640


	6^th Fiscal Year,
Category	3^rd Quarter		5^th Fiscal Year		4^th Fiscal Year
2. Interest on Loans		53,623		88,637		102,213
3. Interest on Privately Placed Bonds		2,176		5,529		11,411
(3) Other Operating Revenues		989		1,373		931
1. Reversal of Allowance for Possible Loan Losses		989		1,373		931
II. Operating Expenses		124,564		154,873		147,638
(1) Loss on Valuation Using the Equity Method		46		1,047		212
(2) Interest Expenses		91,715		114,545		122,967
1. Interest on Borrowings		4,096		4,693		8,522
2. Interest on Debentures		87,546		109,307		113,816
3. Other Interest		73		545		629
(3) Commission Expenses		159		124		235
(4) Selling and Administrative Expenses		32,644		39,157		24,224
1. Salaries		19,147		22,813		13,363
2. Retirement Allowance		859		740		505
3. Employee Benefits		988		1,607		866
4. Rent		446		520		497
5. Entertainment		696		782		663
6. Depreciation		461		652		652
7. Amortization on Intangible Assets		220		115		111
8. Bad Debt		—		—		—
9. Taxes and Dues		1,855		2,209		835
10. Advertising		19		15		28
11. Commissions		6,123		6,034		3,600
12. Other		1,830		3,670		3,104
III. Operating Income		1,570,542		1,731,933		1,076,509
IV. Non-Operating Income		16,429		4,444		18,989
1. Gain on Foreign Currency Translation		4,746		2,156		18,141
2. Gain on Foreign Currency Transaction		—		1,295		8
3. Miscellaneous		11,683		993		840
V. Non-Operating Expenses		4,746		4,310		28,171
1. Loss on Foreign Currency Transaction		—		1,293		2
2. Loss on Foreign Currency Translation		4,746		2,156		18,132
3. Loss on Sale of Equity Securities Accounted for by the Equity Method		—		845		—
4. Contribution		—		16		13
5. Supplementary Payment of Income Taxes		—		—		10,024
VI. Ordinary Income		1,582,225		1,732,067		1,067,327
VII. Income Before Income Tax Expenses		1,582,225		1,732,067		1,067,327
IX. Income Tax Expenses		—		—		17,032
X. Net Income for the Period		1,582,225		1,732,067		1,050,295
(Earning / Ordinary Income per Share: KRW)		(4,149 / 4,149)		(4,874 / 4,874)		(3,197 / 3,197)
(Diluted Earning/ Ordinary Income per Share: KRW)		(4,149 / 4,149)		(4,591 / 4,591)		(2,820 / 2,820)

3. Statement of Appropriation of Retained Earnings (or Statement of Disposition of Deficit)

The 5^th Fiscal Year (Jan. 1, 2005 — Dec. 31, 2005)
The 4^th Fiscal Year (Jan. 1, 2004 — Dec. 31, 2004)
The 3^rd Fiscal Year (Jan. 1, 2003 — Dec. 31, 2003)

[Unit: KRW million]



Category	5^th Fiscal Year		4^th Fiscal Year		3^rd Fiscal Year
I.Retained Earnings before Appropriations		2,734,902		1,489,493		782,922
1. Unappropriated Retained Earnings Carried over from Prior Years		1,036,573		504,585		432,569
2. Change in Retained Earnings of Subsidiaries		-33,738		-65,387		-10,848
3 Cumulative Effect of Accounting Changes		—		—		-1,787
4.Net Income		1,732,067		1,050,295		362,988
II. Appropriations of Retained Earnings		1,256,063		452,920		278,337
1.Legal Reserve		173,207		105,030		36,223
2.Repayment of Preferred Stock (Note)		697,807		347,890		242,114
3.Dividends		385,049		347,890		242,114
A. Common Stock Cash Dividends		278,077		232,749		158,717
B. Preferred Stock Cash Dividends		106,972		115,141		83,397
III. Unappropriated Retained Earnings to Be Carried over Forward to Subsequent Year		1,478,839		1,036,573		504,585


Note)		The repayment amount of preferred stocks includes the principal amount of the preferred stocks and agreed amounts accrued thereon at the rate of 4.04% per annum for Series 1 Redeemable Preferred Stocks and at the rate of 0.01% per annum for Series 6 Redeemable Preferred Stocks for the period from the first day of the relevant fiscal year to the scheduled repayment date (Aug. 18, 2006). However, even though such agreed interest additionally accrued by KRW 56,387,153 upon the repayment of the preferred stocks on August 21, 2006, such amount was not reflected in the above Statement of Appropriation of Retained Earnings for the 5^th fiscal year.

II. The Issuer of the Shares Subject to the Tender Offer

A. Information Regarding the Issuer and Its Specially-Related Persons

1. Name

Issuer: LG Card Co., Ltd.
Korean Financial Supervisory Services (“FSS”) Registration Number: 00307897
Representative Director: Hae-Choon PARK

2. History of the Issuer

(1) Incorporation and Changes after Incorporation


March 9		Changed name to “LG Credit Card Co., Ltd.”
April 1		Launched cash advance service
June 1		Merged with Goldstar Factoring Co., Ltd.
September 16		Signed partnership agreement with MasterCard International
	1989
March 2		Began credit card loan business
April 4		Began international card and consumer financing business
June 1		Launched automatic electronic fund transfer service
November 10		Began payment guarantee business
	1990
March 15		Began special-purpose loan business
	1991
March 4		Launched 24-hour phone service for credit limit increase and lost/stolen card reporting
September 1		Launched “LG Green Card”
	1992
April 22		Launched “Lady Card”, credit card for women exclusively
December 15		Launched “Daehyun Fashion Club Card,” the first of its kind in Korea
	1993
March 22		Launched “Artist Card”
	1994
April 1		Launched “LG Caltex Oil-LG Card”
May 1		Introduced integrated credit limit management system
May 17		Introduced interactive voice response (IVR) system
	1995
April 17		Launched “LG-Skypass Card” in affiliation with Korean Air
	1996
April 15		Signed international affiliation agreement with China Trust Commercial Bank of Taiwan and became the first Korean credit card to be accepted overseas
	1997
January 3		Introduced the industry’s first RDB (relational database) system
April 1		Launched ARS cash advance service
May 6		Launched new review/issuance system
July 3		Signed partnership agreement with JCB Card of Japan
September 29		Signed partnership agreement with VISA Card of the U.S.
	1998
January 1		Merged with LG Installment Finance
February 18		Began leasing business
October 1		Launched asset and liability management (ALM) system (comprehensive risk management system)
October 6		Introduced data warehousing system
	1999
January 1		Changed name into LG Capital Services Corp.
May 12		Began beneficiary certificate-secured loan business
May 18		Registered its foreign exchange business
June 21		Launched Korea’s first B2B e-commerce system
July 17		Signed partnership agreement with GE Capital, U.S.
September 1		Launched “New LG Lady Card”, credit card for women exclusively
September 15		Launched “LG2030 Card”, credit card for men exclusively
November 1		Launched Web-based loan products
	2000
February 16		Launched “LG Platinum Card” for VIPs
March 24		Registered its venture capital financing business
April 19		Launched “PAX Cargo Card,” Korea’s first marine cargo insurance card


June 28		Launched “Hello Kitty Card,” the industry’s first character credit card
June 29		Formed A-Cash e-currency consortium
July 21		Increased capital by KRW 350 billion
October 5		Formed strategic alliance with Asiana Airlines
November 1		Launched “LG e+Card,” a completely secure brand-new virtual card
	2001
February 1		Launched “MyLGPoint” service, a new concept point award system
February 1		Launched “LG Pre I Card,” a pre-paid card for N-generation
March 14		Launched “New Corporate Card”
April 24		Launched “LG ALL JAPAN Card” for travelers to Japan
July 2		Entered the mobile commerce market in affiliation with SK Telecom
July 23		Launched “LG ACE Card” targeting middle to old age customers
September 1		Changed name into LG Card Co., Ltd.
November 20		Launched the industry’s first composite ABS that combines loan and lease bonds
November 21		Launched “LG Leports Card”
December 20		Launched global ATM service
	2002
January 29		Launched “LG Cultural Card” for theatre and movie goers
February 18		Launched “MyPass Card,” a post-paid bus/subway pass card
April 1		Launched “LG Environment Card”
April 22		Listed on the Korean Stock Exchange
July 3		Launched “LG Card Travel” that provides total travel service
August 14		Launched “LG Plus Coupon” service
October 10		Entered the auto lease market
November 1		Launched credit card for duty-free shops
November 12		Signed MOU with KT Smart Card
November 28		Became the first Korean credit card company to issue a cross-border FRN
	2003
January 28		Introduced B2B cost-saving purchasing system
February 13		Issued USD 300 million cross-boarder ABS
February 24		Entered into a partnership agreement with Korean Nurses Association
March 3		Launched on-/off-line LG e-coupon (integrated electronic coupon) services
April 1		Acquired ‘BS 7799’ certificate, an international information protection standard
May 1		Introduced fingerprint-recognition payment service
July 18		Launched travel-leisure “L-Club” service
July 21		Issued subordinated CB
August 12		Issued subordinated BW
October 1		Launched “Moneta-LG Card”
November 17		Launched “LG VISA Mini Card”
	2004
January 15		Began to receive full-scale business normalization aid from KDB
January 16		Split off from LG Group
February 12		Launched “KDB-LG Card” in affiliation with KDB
February 13		Completed KRW 1 trillion Debt-Equity Swap
February 14		Established Labor union
March 15		Appointed H.C. Park as new Representative Director by shareholders’ resolution
March 24		Reorganized workforce into “Emergency Management System”
April 11		Launched real-time cash fraud transaction detection system
April 16		Nonghyup became largest shareholder (10.57%)
April 22		Signed MOU with four other financial institutions for the joint-establishment of Credit Bureau
April 29		Launched “LG T-Plus Card”


July 5		Main office relocated to Namdaemun, Seoul, Korea
July 20		Launched new card loan products (LG Free Loan, LG Discount Loan)
July 28		Completed 2^nd Debt-Equity Swap
July 29		Largest shareholder changed from Nonghyup to KDB (26%)
October 28		Recorded KRW 17.6 billion in net profit; achieved monthly surplus
December 1		Organized annual “Give Hope Bazaar” to help the elderly
December 22		Signed an agreement with Merrill Lynch, U.S., to issue ABS (USD 400 million)
December 24		Launched “LG Digital Gift Certificate”
December 31		Creditors and LG Group agreed to increase capital
	2005
January 28		Increased capital by KRW 1 trillion through public offering with consideration
February 1		Signed Korea’s first research grant card agreement with Sookmyung Women’s University
February 2		Started Year 2005 Business Innovation Movement: “Jump-V”
February 7		Launched “LG Caltex Oil Big Plus Smart Card”
February 14		Launched “Premium Revolving Service”
March 2		Launched “Thanksgiving Day” event
March 7		Decreased capital (5.5 : 1)
March 14		Raised new fund in 17 months using credit card bonds
March 16		Initiated social service such as designating Wednesdays of every second week of the month as the “Sharing and Volunteering Day”
March 23		Signed partnership agreement with Jeju City to launch a card exclusively for use in subsidy
March 28		Held the 4^th LG Card Amateur Golf Competition
March 31		Launched LG Auto-Plus, a service allowing for one-stop new car purchase
April 15		Issued new 3-year term KRW 50 billion corporate bonds
April 15		Conducted social service jointly with the “Beautiful Fund”
May 12		Became the first Korean credit card company to branch out to overseas; launched “LG-JCB TRESARD”
May 29		Relocated Disaster Relief Center to Bupyeong, Gyeonggi-do, Korea
July 26		Signed an affiliation agreement with the Republic of Korea National Red Cross
August 8		Issued USD 400 million cross-border ABS
August 25		Received ROK e-Finance Award (by Hankyung Newspaper)
August 29		KDB/Nonghyup/Woori Bank/IBK provided KRW 1 trillion credit line aid
September 14		Donated KRW 2.8 billion to aid the physically challenged
October 31		Became the industry’s first to sell mortgage loan
November 15		Launched new LG Family Card products
December 26		Upgraded “LG Lady Card” and “LG 2030 Card”
	2006
January 13		Started “V-Up” management innovation program
January 18		Held Customer VIP Review meeting
January 19		Conducted community service; “Rice of Love”
January 24		Launched “Primus Supporters LG Card” for movie goers
January 25		Conducted nationwide volunteer service in 46 different volunteer centers in celebration of new years day
February 7		Launched “Home Plus Mobile LG Card”, Korea’s first contactless card
February 9		Held the 2005 annual business result presentation
February 20		Launched “LG Lady Card” triple sets
February 24		Launched the industry’s first “LG HiPass Plus Card” to pay expressway tolls
March 4		Set up sisterhood relationship with the village at Sambae-ri, Hwengsung-gun, Gangwon-do, Korea


March 5		Launched myLG Point Refill event
March 8		Held the 20^th Ordinary Meeting of Shareholders
March 30		Donated KRW 370 million to the Ministry of Patriots and Veterans Affairs as LG Patriots and Veterans Funds
April 1		Launched “Card for 10 million people” commercial campaign
April 6		Sponsored overseas training of outstanding departments and individuals
April 7		Set up sisterhood relationship with Hayang village at Miryang, South Gyeongsang Province, Korea
April 11		Launched “DSME Labor Union LG Weeki Card”
April 13		Launched “LG Teddy Bear Card”
April 19		Launched pre-paid corporate card “LG Biz Cash Card”
April 20		Effective members exceeded 10 million
May 3		Delivered “Piggy Bank of Hope” to children in North Korea
May 4		Held signing ceremony for “Sawasdee Thailand-LG Card” partnership
May 29		Launched “I-Park-LG Card”
June 7		Opened “LG Card Campus”
June 9		Launched “The Best Card” for VIPs
June 12		Held the enterprise CS innovation workshop
July 27		Launched “LG Trabiz-Skypass Card”
August 3		Launched “Life Care Service”
August 8		Call Center Service Quality selected as No. 1 in the credit card sector by Korea Management Association
August 10		Signed partnership agreement with Yong-In City to launch a card exclusively for use in subsidy
September 6		Delivered KRW 3.4 billion to the Ministry of Health and Welfare as Fund for the Disabled
September 11		Launched “LG Home & Life Card”
September 22		Held the nationwide branch office head meeting
September 26		“LG Weeki Card” received the Best Design of MasterCard Asia/Pacific Marketing Leadership Award
September 28		Launched “Safe Card” to prevent credit card frauds/scams
September 29		Conducted social service event “Thanksgiving Love-songpyun Sharing”
	2007
February 23		Incorporation as a subsidiary of SFG approved by the FSC

(2) Change of Corporate Name


Date		Name
March 9, 1988		LG Credit Card Co., Ltd.
January 1, 1999		LG Capital Services Corp.
September 1, 2001		LG Card Co., Ltd.

(3) Consolidation, Spin-off (Merger), Comprehensive Share Exchange or Transfer, Assignment of Material Business

Merged with LG Installment Finance Co., Ltd. on January 1, 1998

(4) Change in Manufacturing Facilities: N/A

(5) Material Events Related to Management Activities

LG Card’s creditor financial institutions signed the LG Card Co., Ltd. Creditor Financial Institutions Agreement on February 6, 2004. Accordingly, LG Card was placed under joint receivership of the creditor financial institutions to effectively achieve business normalization.

To sell their shares in LG Card, the creditor financial institutions, including the Korea Development Bank (“KDB”), selected SFG as the preferred bidder and signed a LG Card Co., Ltd. Acquisition Agreement on December 20, 2006 (“LG Card Co., Ltd. Acquisition Agreement”).

3. Business Purpose and Details of Business

(1) Business Purpose


Business Objective		Remarks
(i)	Credit card issuance and management
(ii)	Credit card charge settlement
(iii)	Credit card franchise subscription and management
(iv)	Debit card and pre-paid card issuance
(v)	Pre-paid card sales (including refund services)
(vi)	Debit/pre-paid card charge settlement (including transaction approval service)
(vii)	Installment finance
(viii)	Facilities leasing
(ix)	Deferred payment services
(x)	Credit loan or secured loan
(xi)	Bill discount services
(xii)	Takeover, management, and collection of trade credits acquired by enterprises in exchange for providing goods and services
(xiii)	Purchase of credits held by another specialized credit finance business and/or combined credit business, or issuance of securities based on these purchased credits, in connection with businesses listed in subparagraphs (i) through (xii)
(xiv)	Payment guarantee
(xv)	Credit investigation and incidental business relating to the business listed in subparagraphs (i) through (xii)
(xvi)	Other business conducted for the purpose of credit extension
(xvii)	Venture capital financing
(xviii)	Equity financing and investment related to venture business
(xix)	Online and other e-business (including hub-portal site/shopping mall operation) and investment
(xx)	E-commerce-related business and investment
(xxi)	Mail order sale
(xxii)	Insurance agency business
(xxiii)	Travel service

(2) Details of Business


Category		Details
Credit Sales/ Cash Advance		LG Card’s flagship product is the credit card, which allows card members, whether a person or a corporation, to purchase goods or services or to have easy access to cash advance up to a certain credit limit. LG Card will continue to develop specialized products targeting more specific groups of potential customers, and to build a variety of successful customer loyalty programs while developing an advanced CRM system.


Category		Details
		Moreover, LG Card will further improve its exclusive credit management system to provide customers with accurate credit rating thereby achieving better risk management.
Installment Finance		LG Card finances members’ purchases of pricey items or services. LG Card’s various monthly installment financing arrangements are available at 10,000 business locations as well as at affiliated companies with nationwide networks in Korea. LG Card’s exclusive financing service offers differentiated benefits to different customers, such as providing lower loan interest rates to VIP members.
Consumer Loan		LG Card offers a variety of loan products to cardholders as well as non-cardholders, including long-term refinancing products to debtors in financial difficulty and will continue to develop new and innovative loan products to meet various customers’ needs and target niche markets while keeping risk to a minimum through rigorous credit management.
Lease Financing		LG Card uses credible funds to acquire highly-priced equipment that it then leases to companies for a certain period of time in exchange for periodical rent. In addition to offering such general lease financing services, LG Card also provides assets lease financing and credit transfer services. Notably, LG Card has been diversifying its financing services beyond those of conventional secured financing and developing sophisticated credit rating techniques to effectuate financial transactions based on credit and project feasibility. LG Card will pursue its leasing business based on fiscal soundness and profitability, targeting the needs of sound organizations, including governmental agencies, local authorities, and government-funded institutions.

4. Capital and Number of Issued Shares

[As of Dec. 31, 2006; Unit: KRW, shares; Par Value: KRW 5000]


Type	Class	Number of Shares Issued		Total Capitalization
Registered	Common		125,369,403		626,847,015,000
Total			125,369,403		626,847,015,000

5. Largest Shareholder (including Specially-Related Persons)

[As of Dec. 31, 2006; Unit: shares]


		LG Card
Name	Relationship	Shares Owned		Shareholding (%)
Korea Development Bank	Largest Shareholder		28,743,134		22.93
Total	—		28,743,134		22.93

6. Officers and Directors and their Shareholdings

[As of December 31, 2006]

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

Rep. Director

Hae-Choon Park

May 25, 1948

—
—

Yonsei Univ, Math
International Fire & Marine Insurance, Long-term Business Division

—

Mar 15, 2004

—

Ankuk Fire & Marine Insurance:

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

Planning & Investigation, Product Development, and Actuarial Dept.

—

Samsung Fire & Marine Insurance, Planning & Marketing Director

—

Samsung Fire & Marine Insurance, Marketing Managing Director, Gangbuk Division Head

—

Seoul Guarantee Insurance, Rep. Director & President

—

Korean Actuarial Association, President

—

LG Card, Rep. Director (current)

Outside Director

Yeon-Hong Choi

Jan. 29, 1943

—

Hanyang Univ, MA in Tax Administration

—

Mar 15, 2004

—

Nonghyup Joonganghoe, Head of Facilities Management Division

—

Nonghyup Exchange Center, Senior Managing Director

—

Nonghyup Exchange Center, Representative Director

—

LG Card, Outside Director (current)

Outside Director

Gap-Yong Kim

Aug. 9, 1951

—

Kyungpook Nat’l Univ., Ph.D in Tax Administration

—

Mar 15, 2004

—

National Tax Tribunal, Investigating Officer

—

Gyeongin District National Tax Service; Director of Indirect Tax Bureau, Director of Property Tax Bureau

—

Hyoje Tax Office, Yongsan Tax Office, Director

—

KEB, Outside Director

—

GYK Consulting, Representative (Licensed Tax Account)

—

LG Card, Outside Director (current)

Outside Director

Sang-Ho Sohn

Feb. 13, 1957

—
—

Ohio State Univ., Ph. D in Economics
Korea Institute of Finance, Senior Research (Bank Team)

—

Mar 15, 2004

—

Credit Management Fund, Management Evaluation Committee Member

—

Counselor of FSC and Advisor for Governor of FSS

—

Presidential Commission on Policy Planning, Member

—

LG Card, Outside Director (current)

Vice President

Jong-Ho Lee

Dec. 25, 1948

—

Seoul National Univ., Law

—

Mar 25, 2004

—

BOK Bank Supervisory

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

Commission, Planning Manager of Credit Management Bureau

—

BOK Bank Supervisory Commission, Supervisory & Planning Manager/Vice Director of Supervisory & Planning Bureau

—

FSC, Head of Non-Banking Investigation Bureau

—

FSC, Head of Non-Banking Supervision Bureau

—

LG Investment & Securities, Standing Auditor

—

LG Card, Head of Business Support Division (current)

Vice President

Hong-Gyu Kang

Jan. 16, 1953

—
—

Yonsei Univ., MBA
Samsung Corporation, Planning Division Overseas Department

—

Mar 29, 2004

—

Samsung Group, Secretariat (Planning Team)

—

Samsung Small Financial Group, Strategic Planning Division

—

Samsung Capital, Managing Director

—

Samsung Card, Head of Installment Business Division

—

LG Card, Head of Sales Division (current)

Vice President

Jae-Woong Park

Aug. 9, 1952

—
—

Yonsei Univ., Pol. Sci. & Diplomacy
Samsung Fire & Marine Insurance, Training Department, Planning & Investigation Division

—

Apr 6, 2004

—

Samsung Fire & Marine Insurance, Head of Actuarial Team

—

Seoul Guarantee Insurance, Managing Director

—

Seoul Guarantee Insurance, Senior Managing Director

—

LG Card, Head of Collection Division (current)

Senior Managing Director

Joo-Byung Hur

Sep. 17, 1952

—

ChungAng Univ., Master in International Business Administration

—

Apr 1, 2004

—

KIST, Director of MIS Lab of System Engineering Center

—

National Basic Information System, Basic Planning Researcher

—

Hanssem, Director (CIO)

—

Donghwa Ent, Director (CIO)

—

Sammyung System Consulting, Rep. Director

—

Y2K Certification Agency

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

—

LG Card, in charge of Information System (current)

Senior Managing Director

Jong-Gyun Shin

Apr. 23, 1958

—

Chonnam Nat’l Univ., Business Administration

—

Mar 1, 1999

—

Daewoo Electronics

—

Korea Credit Distribution, Manager

—

LG Credit Card, Manager at Gwangju Office

—

LG Capital, Assistant Managing Director in charge of card sales

—

LG Card, Managing Director of Gangnam Collection HQ

—

LG Card, Managing Director in charge of collection planning

—

LG Card, Head of Jungbu Collection HQ

—

LG Card, in charge of Sales Support (current)

Managing Director

Hyo-Il Lee

Sep. 26, 1959

—

SNU, Business Admin.

—

Jan 1, 2003

—

Lucky Goldstar, Investigation Department

—

LG Group, Secretariat to Chairman

—

LG Credit Card, Deputy Head of Strategic Planning Team

—

LG Card, Senior Head of CRM Planning Division (Division Head)

—

LG Card, Managing Director in charge of CRM

—

LG Card, Managing Director in charge of Strategic Planning

—

LG Card, in charge of Planning (current)

Managing Director

Seung-Ho Choi

Oct. 29, 1949

—

Sungkyunkwan Univ., BA in Journalism

—

Apr 12, 2004

—

Samsung Heavy Industries, Head of PR Team

—

Samsung Heavy Industries, Assistant Director

—

Samsung Motors, Head of PR Team (Managing Director)

—

Samsung Life, Head of PR Division (Managing Director)

—

FKI Economics PR Council, Member

—

Samsung Life, Counselor

—

LG Card, in charge of PR (current)

Managing Director

Soon-Chan Nam

Feb. 10, 1956

—
—

Yonsei Univ., Law
Daehan Guarantee Insuranc

—

Mar 26, 2004

—

Seoul Guarantee Insurance, Head of Workout Team

—

Seoul Guarantee Insurance, Head

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

of Statutory Credit Department

—

SG CRC, Director (concurrent)

—

SG Management, Rep. Director (temporarily away from SGI)

—

LG Card, in charge of Collection Support (current)

Managing Director

Byung-Mook Yoon

Aug 15, 1953

—
—

Kyunghee Univ., Economics
BOK Mokpo Branch, Budget Department

—

Jan 12, 2005

—

BOK Bank Supervisory Commission, Credit Management Bureau

—

BOK Bank Supervisory Commission, Manager of Financial Advisory Bureau

—

Dongseo Installment Finance, Head, Auditor

—

Set Factoring, Director, Rep. Director

—

Credit Counseling & Recovery Service, Head of Review Management Team

—

LG Card, Director of Installment Lease HQ

—

LG Card, Finance & Economy Director

—

LG Card, Head of Seoul Collection HQ (current)

Managing Director

Il-Hwan Kim

Jan 27, 1960

—

Kyungpook Nat’l Univ. MBA

—

Jan 12, 2006

—

Oripyo Co., Ltd.

—

Goldstar Communication, Business Dept.

—

LG Credit Card, Review Manager of Strategic Planning Department

—

LG Capital, Head of Installment Planning Team

—

LG Card, Head of Collection Management Team

—

LG Card, Senior Head in charge of credit management

—

LG Card, in charge of Credit Management (current)

Managing Director

Joo-Sung Lee

Jan 25, 1960

—

Korea University, Economics

—

Jan 12, 2006

—

Lucky Co., Ltd. Purchasing HQ

—

LG Credit Card, Head of Strategic Corporation Business Team

—

LG Credit Card, Head of General Affairs Team

—

LG Capital, Head of Business Team

—

LG Card, Senior Head of HR-GA

—

LG Card, Head of Finance

Date first

Shares

appointed as

Position

Name

Birth Date

Career History

Owned

Director

Business HQ

—

LG Card, Head of Strategic Business HQ (current)

Total

—

7. Specially-Related Persons


	Relationship
	with Tender		Occupation
Name	Offeror	Address	(Details of Business)
Hae-Choon Park	—	********	LG Card, Rep. Director
Jong-Ho Lee	—	********	LG Card, Vice President
Hong-Gyoo Kang	—	********	LG Card, Vice President
Jae-Woong Park	—	********	LG Card, Vice President
Joo-Byung Hur	—	********	LG Card, Senior Managing Director
Jong-Gyoon Shin	—	********	LG Card, Senior Managing Director
Seung-Ho Choi	—	********	LG Card, Managing Director
Soon-Chan Nam	—	********	LG Card, Managing Director
Hyo-Il Lee	—	********	LG Card, Managing Director
Byung-Mook Yoon	—	********	LG Card, Managing Director
Yeon-Hong Choi	—	********	LG Card, Outside Director
Gap-Yong Kim	—	********	LG Card, Outside Director
Sang-Ho Sohn	—	********	LG Card, Outside Director


Note 1)		The table above lists persons who hold 1,000 or more shares (including stock options) of LG Card, the issuer of the shares subject to the Tender Offer (to be conducted pursuant to Article 10-3(3) of the Enforcement Decree of the SEA).
Note 2)		For privacy issues, the addresses of specially-related persons have been purposefully omitted.

B. Information on Corporate Group of Which Issuer Is a Member

1. Name: N/A

2. Companies Belonging to the Corporate Group: N/A

3. Relevant Law and Regulation

	(i)		LG Card is subject to the Specialized Credit Financial Business Act for matters related to the company’s operation and the Monopoly Regulation and Fair Trade Act and the SEA for other legal issues.
	(ii)		For detailed regulations under the Specialized Credit Financial Business Act, please refer to the Act, the Enforcement Decree thereof and the related supervisory regulations.

4. Summary Consolidated Financial Statements

(1) Consolidated Balance Sheet: N/A

(2) Consolidated Income Statement: N/A

There is no consolidated financial statement because LG Card has no consolidated subsidiaries.

Individual financial statements are found in Part IX. Current Status of Target Company.

III. Purpose of The Tender Offer

Tender Offeror designed the acquisition of LG Card for the purpose of enhancing its competitive edge as a comprehensive financial group. By acquiring LG Card shares, Tender Offeror seeks to reinforce its presence in non-banking sectors and upgrade its intra-group activities by creating synergy within Shinhan Financial Group. Tender Offeror’s ultimate goal is to become a leader in the Korean financial industry and a competitive financial group throughout the world.

Tender Offeror has pursued the acquisition of LG Card to this end and was selected as the preferred bidder for the sale of stocks held by the creditor financial institutions of LG Card. Tender Offeror then entered into the LG Card Co., Ltd. Acquisition Agreement on December 20, 2006 with KDB, the principal creditor bank of the council of creditor financial institutions of LG Card.

In accordance with the LG Card Co., Ltd. Acquisition Agreement, Tender Offeror plans to purchase 98,517,316 shares of LG Card (“Target Number of Shares”) by way of this Tender Offer at the price of KRW 67,770 per share or the total price of approximately KRW 6,676.5 billion pursuant to the applicable laws and regulations, including the SEA.

This Tender Offer is carried out in order for the parties to perform the terms of the LG Card Co., Ltd. Acquisition Agreement.

IV. Class and Number of Shares Subject to the Tender Offer

A. Class and Number of Shares Subject to the Tender Offer


Target Company			LG Card Co., Ltd.
Class of Shares			Registered common stocks
Target Number of Shares			98,517,316 shares
Note 1)	Tender Offeror is to purchase all of the tendered LG Card shares, if the total number of such shares is less than the Target Number of Shares. If the total number exceeds the Target Number of Shares, Tender Offeror is to purchase such shares on a pro-rated basis in accordance with the following rules of allocation:
		<Rules of Allocation> If the total number of tendered LG Card shares exceeds the Target Number of Shares, the Target Number of Shares will first be allocated in proportion to the shareholders’ respective ratios of their shares to the total number of tendered shares, with any number of allocated shares that is less than a share (a decimal point) being written off. Any such remaining number of shares will then be allocated in accordance with the decimal points of the shares from the greatest to the smallest, repeatedly until there is no remaining share.
Note 2)	This Tender Offer is carried out in order for the parties to perform the LG Card Co., Ltd. Acquisition Agreement executed by and between Tender Offeror and the creditor financial institutions of LG Card on December 20, 2006.

B. Number of LG Card Shares to be Held by Tender Offeror after the Tender Offer


No. of Shares Currently	No. of Shares Subject to	No. of Shares to Be Held
Held	Tender Offer	Post-Tender Offer
8,960,005 (7.15% of the total number issued and outstanding)	98,517,316 (78.58% of the total number issued and outstanding)	107,477,321 (85.73% of the total number issued and outstanding)


Note 1)		The number of shares currently held represents LG Card shares held by Shinhan Bank, Co., Ltd., a specially related person (or a subsidiary) of Tender Offeror.


Note 2)		The number of shares to be held after the Tender Offer is provided upon the assumption that the Target Number of Shares (98,517,316 shares), is purchased in full.


Note 3)		The shareholding ratios exclude stock options for 250,000 shares granted by the Target Company. Upon exercise of these stocks options, LG Card may either give treasury shares or pay the difference between the exercise price and the market price in cash or in treasury shares.

C. Total Number of Issued and Outstanding Shares of the Target Company

[As of Dec. 31, 2006; Unit: Share]


	Class
Category	Common Share		Preferred Share		Total		Remarks
I. Total Number of Shares Authorized to Be Issued		2,000,000,000		—		2,000,000,000
II. Total Number of Shares Issued		1,029,491,619		—		1,029,491,619
III. Total Number of Shares		904,122,216		—		904,122,216
1. Capital Reduction		904,122,216		—		904,122,216
2. Retirement of Repurchased Shares		—		—		—
3. Redemption of Redeemable Shares		—		—		—
4. Others		—		—		—
IV. Total Number of Shares Issued and Outstanding (II-III)		125,369,403		—		125,369,403
V. Number of Treasury Shares		—		—		—
VI. Number of Outstanding Shares (IV-V)		125,369,403		—		125,369,403


Note)		The shareholding ratios exclude stock options for 250,000 shares granted by the Target Company. Upon exercise of these stocks options, LG Card may either give treasury shares or pay the difference between the exercise price and the market price in cash or in treasury shares.

V. Period, Price, Settlement Date and Other Terms of the Tender Offer

A. General Terms


Category			Remarks
Tender Offer Period (“Tender Offer Period”)	Commencement Expiration		February 28, 2007 March 19, 2007	(20 days)
Tender Offer Price & No. of Shares to Be Purchased	Type of Securities		Purchase Price	No. of Shares to Be Purchased
	Stock Certificates		67,770	98,517,316
	Certificates Evidencing Preemptive Right as to Newly Issued Shares		—	—
	Convertible Bond Certificates		—	—
	Certificate of Bond with Warrants		—	—
	Exchangeable Bond Certificate		—	—
	Total	Number Ratio (%)		98,517,316 78.58%
	Tender Offer Purchase Price Calculation Basis		Tender Offeror was selected as the preferred bidder for the sale of LG Card shares held by the creditor financial institutions of LG Card. Tender Offeror entered into the LG Card Co., Ltd. Acquisition Agreement on December 20, 2006 with KDB, the principal creditor bank of the council of creditor financial institutions of LG Card. In accordance with the LG Card Co., Ltd. Acquisition Agreement, Tender Offeror plans to purchase the Target Number of Shares (98,517,316 shares of LG Card) by way of this Tender Offer at the price of KRW 67,770 per share and the total price of approximately KRW 6,676.5 billion pursuant to the applicable laws and regulations, including the SEA.
No. of Shares Held as of the Date of Filing (B)	Number Ratio (%)		8,960,005 7.15
No. of Shares Held Post-Tender Offer (A+B)	Number Ratio (%)		107,477,321 85.73
Total No. of Shares Issued and Outstanding			125,369,403


Note 1)		The Tender Offer price of KRW 67,770 per share represents: a 8.95% premium over the price of LG Card shares (KRW 62,200) as of February 23, 2007; or 9.68% premium over the trade volume weighted average of the closing prices of LG Card shares (KRW 61,787) for the 30 trading days prior to the date of the submission of this Tender Offer Circular.


Note 2)		The total number of issued and outstanding shares excludes the stock options for 250,000 shares granted by the Target Company. Upon exercise of these stocks options, LG Card may either give treasury shares or pay the difference between the exercise price and the market price in cash or in treasury shares.


Note 3)		The Tender Offer Period set forth above may not be extended by Tender Offeror under applicable Korean law, unless the basis for the extension falls within the exceptions set forth in the applicable Korean regulations.

B. Settlement


Tender Offer Agent (Securities Company in Charge of Settlement)	Name Principal Place of Business	Good Morning Shinhan Securities Co., Ltd. (“Tender Offer Agent”) Youido-Dong 23-2, Youngdeungpo-Gu, Seoul, Korea

Settlement Date (“Settlement Date”)	March 23, 2007

Settlement Method	Following the expiration of the Tender Offer Period, a notice of purchase in the form attached hereto as Exhibit 1 (“Notice of Purchase”) will be sent without delay by the Tender Offer Agent to the address specified in the tender application of each shareholder who has validly tendered LG Card shares (each, a “Shareholder”).

	‚The Tender Offer purchase price will be transferred to the account with the Tender Offer Agent designated by each Shareholder, provided that the securities transaction tax at the rate of 0.5% and any other applicable tax will be deducted or withheld therefrom prior to each such transfer. In the case of a non-resident Shareholder (including foreign corporations), applicable law may require the Tender Offer Agent to withhold certain capital gains taxes and applicable surtaxes, unless (i) applicable tax treaties exempt the Shareholder from such withholdings and (ii) all actions necessary for such exemptions to be available have been taken by the Shareholder.
	* The burden of proof in respect of the eligibility for exemption from withholding taxes under the Tax Treaty or the authenticity of any supporting documents lies on the relevant Shareholders, and the Tender Offer Agent who is obligated to withhold such taxes may refuse to apply the exemption if the relevant Shareholder refuses to fulfill the burden.

	ƒIf the total number of tendered LG Card shares exceeds the Target Number of Shares, Tender Offeror is to purchase such shares on a pro-rated basis in accordance with the rules of allocation (see below). In respect of any LG Card shares not purchased in excess of the Target Number of Shares, the prohibition on withdrawal of such shares will be lifted on the Settlement Date.

	„LG Card shares validly tendered through the Tender Offer will be transferred from the account of each Shareholder to the account of Tender Offeror on the Settlement Date: * Tender Offer Account:


	— Office where the account is opened: Sales Department II, Good Morning Shinhan Securities Co., Ltd.
	— Account No.: 080-01-101893
	— Holder of Account: Shinhan Financial Group Co., Ltd.

Settlement Place	Branch Office	Location
	Head office and branch offices of Good Morning Shinhan Securities Co., Ltd.	Head office: Youido-Dong 23-2, Youngdeungpo-Gu, Seoul, Korea Branch offices: See Part VIII, Section C below.

Return of Tendered LG Card Shares	Tendered LG Card shares may be withdrawn immediately, if (i) after the commencement of the Tender Offer Period, Tender Offeror cancels or withdraws the Tender Offer pursuant to Article 12-7 of the Enforcement Decree of the SEA, or (ii) a Shareholder takes the required action to withdraw from the Tender Offer. For instructions regarding withdrawal from the Tender Offer, please refer to Part X, Section 2.

If the total number of tendered LG Card shares exceeds the Target Number of Shares, the Target Number of Shares will first be allocated in proportion to the shareholders’ respective ratios of their shares to the total number of tendered shares, with any number of allocated shares that is less than a share (a decimal point) being written off. Any such remaining number of shares will then be allocated in accordance with the decimal points of the shares from the greatest to the smallest, repeatedly until there is no remaining share.

VI. Particulars of Agreement to Purchase Target Company’s Shares Other than by Means of Tender Offer After Public Notice Date (if any)

There is no agreement that allows one to purchase the Target Company’s shares other than by means of Tender Offer after the public notice date.

VII. Details of Funding for Purchase

[Unit: KRW or Shares]


Category		Description
Funds Necessary for the Tender Offer, etc.	Tender Offer Purchase Price (A)	6,676,518,505,320
	Transaction Costs (B)	2,000,000,000
	Miscellaneous (C)	40,000,000
	Total (A+B+C)	6,678,558,505,320


Category			Description
Matters Pertaining to the Remaining Balance in an Account with a Financial Institution, etc. to be Applied for the Payment of Tender Offer Funds	Financial Institution
	Name of Financial Institution	Registration No.	Amount	Remarks
	Shinhan Bank and 3 other institutions	00137571	6,680,000,000,000	See below
	Total
	Plan for Withdrawal and Use of Tender Offer Funds		N/A
Matters Pertaining to the Custody of Securities to be Exchanged through the Tender Offer	Types of Securities		N/A
	Volume		N/A
	Custody Method for Securities		N/A
Matters Pertaining to the Issuance of New Shares by Contribution in-Kind	Types of Newly Issued Securities		N/A
	Volume (A)		N/A
	Expected Issue Price per Share (B)		N/A
	Amount (AxB)		N/A


Note 1)		The miscellaneous amounts include the costs of notices to be given in newspapers and those incurred in the preparation and dispatch of mailed materials, and are subject to change.
Note 2)		The remaining balances in the accounts with financial institutions to be applied in the payment for Tender Offer are as follows:


Name of Financial
Institution	Registration No.	Amount	Remarks
Korea Development Bank	00282455	KRW 518.3 Billion	Time Deposits (T/D)
Good Morning Shinhan Securities	00138321	KRW 1,031.7 Billion	MMF
Kookimn Bank	00386937	KRW 750.0 Billion	CD
Shinhan Bank	00137571	KRW 4,380.0 Billion	CD: KRW 3,080 Billion T/D: KRW 1,000 Billion Notes: KRW 300 Billion
Total		KRW 6,680.0 Billion


Note 3)		The above funds are to be deposited with the respective financial institutions up until the Settlement Date (March 23, 2007), after which they will be used for the payment of the Tender Offer.

VIII. Particulars on Tender Offer Agent

A. Name

Good Morning Shinhan Securities Co., Ltd.

B. Scope of Tender Offer Agent’s Role

	(i)		To prepare and file this Tender Offer Circular with the FSC with other documents related to the Tender Offer;
	(ii)		To make public notices relating to the Tender Offer;
	(iii)		To assist in the preparation and distribution the Tender Offer Documents and make it publicly available;
	(iv)		To accept tender applications from Shareholders;
	(v)		To administer and manage the accounts for Shareholders tendering their tender;
	(vi)		To accept and keep the tendered LG Card shares;
	(vii)		To return share certificates to any Shareholder who withdraws its tender;
	(viii)		To return share certificates to any tendering Shareholder in the event of cancellation or withdrawal of the Tender Offer;
	(ix)		To pay the applicable proceeds to Shareholders; and
	(x)		To distribute the Notice of Purchase to Shareholders and provide any other necessary services for the Tender Offer.

C. Locations of Head Office / Branch offices and Phone Numbers


Head Office:		Youido-Dong 23-2, Youngdungpo-Gu, Seoul, Korea Tel. no.: (02) 3772-1000 Customer Support Center: 1588-0365

Branch Offices:		Listed below (Note: the telephone country code is 82)


Name of Branch	Address	Telephone Number
Gangnam	(2^nd and 3^rd floors, Seonleung Bldg.) 702-28 Yoksam-dong, Gangnam-gu, Seoul	02) 538-0707
Gangnam Jungang	(2^nd floor, Shindeok Bldg.) 1329-7, Seocho-dong, Seocho-gu, Seoul	02) 6354-5300
Gangneung	(2^nd floor, Donga Bldg.) 114-2, Imdang-dong, Gangneung-si, Gangwon-do	032) 642-1777
Gyeyang	(4^th floor, Younghwa Bldg.) 863-3 Jakjeon-dong, Gyeyang-gu, Incheon	032) 553-2772
Gwanak	(2^nd floor, Namgyeongdo Bldg.) 853-1, Bongcheon 7(chil)-dong, Gwanak-gu, Seoul	02) 887-0809
Gwangju	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 30, Keumnamro 2(i)-ga, Dong-gu, Gwangju	062) 232-0707
Gwanghwamun	3^rd floor, King’s Garden Complex 4, 73 Naesu-dong, Jongno-gu, Seoul,	02) 732-0770
Guro	(3^rd floor, New World Bldg.) 103-12 Guro 5(o)-dong, Guro-gu, Seoul	02) 857-8600
Gumi	(1^st floor, Goodmorning Shinhan Securities Bldg.) 56, Songjeong-dong, Gumi-si, Gyeongsangbuk-do	054) 451-0707
Guwoldong	2^nd floor, Shinhan Bank Guwoldong Branch, 1199-13, Guwol-dong, Namdong-gu, Incheon	032) 464-0707


Name of Branch	Address	Telephone Number
Gunsan	(2^nd floor, Goodmorning Shinhan Securities Bldg.) 15-8, Jungangno 2(i)-ga, Gunsan-si, Jeollabuk-do	063) 442-9171
Geumjeong	(2^nd floor, Haegang Bldg.) 184-3, Guseo 2(i)-dong, Geumjeong-gu, Busan	051) 516-8222
Nonhyeon	(1^st floor, Daeyong Bldg.) 90, Nonhyeon-dong, Gangnam-gu, Seoul	02) 518-2222
Dapsimni	(2^nd floor, Gyeongwon Bldg.) 496-4, Dapsimni-dong, Dongdaemun-gu, Seoul	02) 2217-2114
Daegu	(3^rd and 4^th floors, Shinhan Bank Bldg.) 34-16, Bongsan-dong, Jung-gu, Daegu	053) 423-7700
Daegudong	(3^rd floor, Woojin Bldg.) 593-15, Shinam 1(il)-dong, Dong-gu, Daegu	053) 944-0707
Daeguseo	(4^th floor, Wolgok Bldg.) 1511, Sangin-dong, Dalseo-gu, Daegu	053) 642-0606
Daejeon	(2^nd floor, Socheong Bldg.) 5-2 Seonhwa-dong, Jung-gu, Daejeon	042) 255-9131
Dogok	(3^rd floor, Jae Neung Education Bldg.) 464, Dogok-dong, Gangnam-gu, Seoul	02)2057-0707
Dogok Jungang	(2^nd floor, Hansol Phillia) 755, Yoksam-dong, Gangnam-gu, Seoul	02) 554-6556
Dong Gwangyang	(2^nd floor, Goodmorning Shinhan Securities Bldg.) 1647-7, Jung-dong, Gwangyang-si, Jeollanam-do	061) 791-8020
Dongducheon	(3^rd floor, Samsung Core Bldg.) 601-63, Saengyeon-dong, Dongducheon-si, Gyeonggi-do	031) 862-1851
Dongrae	(2^nd floor, Rosesty Bldg.) 1491-1, Geojae 1(il)-dong, Yeonjae-gu, Busan	051) 505-6400
Dunsan	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 1173, Dunsan-dong, Seo-gu, Daejeon	042) 484-9090
Masan	(2^nd floor, Songha Bldg.) 268, Hapseong 2(i)-dong, Masan-si, Hoewon-gu, Gyeongsangnam-do	055) 297-2277
Mapo	2^nd and 3^rd floors, Local Finance Bldg., 253-42, Gongdeok-dong, Mapo-gu, Seoul	02) 718-0900
Myeongdong	(4^th floor, Shinhan Bank Myeongdong Jungang Branch) 53-1, Myeongdong 1(il)-ga, Jung-gu, Seoul	02) 752-6655
Mokdong	(1^st floor, Gisan Bldg.) 406-28, Mok 1(il)-dong, Yangcheon-gu, Seoul	02)2653-0844
Mokdong Jungang	1st floor, Buyoung Green Town 3-cha, 908-34, Mok 6(yuk)-dong, Yangcheon-gu, Seoul	02)2649-0101
Miryang	(2^nd floor, Hueam Bldg.) 701-7, Naei-dong, Miryang-si, Gyeongsangnam-do	055) 355-7707
Bangbaedong	(3^rd floor, Shinhan Bank Bangbaedong Jungang Branch) 898-5, Bangbae-dong, Seocho-gu, Seoul	02) 533-0202
Busan	(3^rd floor, Dongyang Bldg.) 4, Donggwang-dong 2(i)-ga, Jung-gu, Busan	051) 243-0707
Sanbon	(3^rd floor ,Shinhan Bank Sanbon Jungang Branch) 1144, Sanbon-dong, Gunpo-si, Gyeonggi-do	031) 392-1141
Samsungyeok	(3^rd floor, Saemyeong Bldg.) 945-2, Daechi-dong, Gangnam-gu, Seoul	02) 563-3770
Sampung	(2^nd floor, Nara Bldg.) 1696-14, Seocho-dong, Seocho-gu, Seoul	02) 3477-4567
Sanggyedong	(2^nd floor, Dongbang Reports Bldg.) 734-5, Sanggye 6(yuk)-dong, Nowon-gu, Seoul	02) 937-0707
Sangdodong	(2^nd floor, Sungdae Shopping) 324-1, Sangdo-dong, Dongjak-gu, Seoul	02) 820-2000


Name of Branch	Address	Telephone Number
Seogyodong	(3^rd floor, Seogyo Tower) 353-1, Seogyo-dong, Mapo-gu, Seoul	02) 335-6600
Seogwipo	(3^rd floor, Wonbok Bldg.) 286-32, Seogwi-dong, Seogwipo-si, Jeju-do	064) 732-3377
Seomyeon	(4^th floor, Cheil Bank Bldg.) 163-1, Bujeon 2(i)-dong, Busanjin-gu, Busan	051) 818-0100
Songpa	(2^nd floor, LG Twin Regency Munjungdong Bldg.) 150-2, Munjung-dong, Songpa-gu, Seoul	02) 449-0808
Sunaeyeok	(3^rd floor, Hungkuk Life Insurance Bldg.) 6-7, Sunae-dong, Sungnam-si, Gyeonggi-do	031) 712-0109
Suwon	(2^nd floor, Yaesin Bldg.) 1023-1, Kwonsun-dong, Kwonsun-gu, Suwon-si, Gyeonggi-do	031) 246-0606
Siji	(2^nd floor, Dongho Bldg.) 374-5, Sinmae-dong, Susung-gu, Daegu	053) 793-8282
Sindang	(2^nd floor, Shinyoung Bldg.) 150-1, Sindang 5(o)-dong, Jung-gu, Seoul	02) 2254-4090
Sinlim	(3^rd floor, Youngil Bldg.) 1422-35, Sinlim-dong, Gwanak-gu, Seoul	02) 875-1851
Sinbanpo	(3^rd floor, New Town Shopping) 58-24, Jamwon-dong, Seocho-gu, Seoul	02) 533-1851
Sinseoldong	(3^rd floor, Allianz Life Insurance Bldg.) 1383, Sungin-dong, Jungro-gu, Seoul	02) 2232-7100
Andong	(2^nd floor, Okdong Bldg.) 791-2, Ok-dong, Andong-si, Gyeongsangbuk-do	054) 855-0606
Ansan	(5^th floor, Wongsin Art Bldg.) 708, Gojan-dong, Danwon-gu, Ansan-si, Gyeonggi-do,	031) 485-4481
Apgujeong	(1^st floor, Gangnam Securities Bldg.) 612-1, Sinsa-dong Gangnam-gu, Seoul	02) 511-0005
Apgujeong Royal	(3^rd floor, MJ Bldg.) 621-2, Sinsa-dong, Gangnam-gu, Seoul	02) 547-0202
Apgujeong FC	(2^nd floor, Gaonix Sports Bldg.) 575, Sinsa-dong, Gangnam-gu, Seoul	02) 541-5566
Yoido	(2^nd floor, Goodmorning Shinhan Tower Annex) 24-4, Yoido-dong, Youngdungpo-gu, Seoul	02) 3775-4270
Yeochun	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 71-1, Hak-dong, Yeochun-si, Jeollanam-do	061) 682-5262
Yeonhuidong	(1^st floor, Eunhae Bldg.) 188-8, Yeonhui-dong, Seodaemun-gu, Seoul	02) 3142-6363
Youngdungpo	(3^rd floor, Shinhan Bank Bldg.) 68-3, Youngdungpodong 4(sa)-ga, Youngdungpo-gu, Seoul	02) 2677-7711
Sales Department	(1^st floor, Goodmorning Shinhan Tower), 23-2, Yoido-dong, Youngdungpo-gu, Seoul	02) 3772-1200
Olympic	(1^st and 2^nd floors, Daekyung Bldg.) 17-8, Ogeum-dong, Songpa-gu, Seoul	02) 448-0707
Ulsan	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 117-2, Dal-dong, Nam-gu, Ulsan	052) 273-8700
Ulsannam	(1^st and 2^nd floors, Sinjung Core Bldg.) 647-4, Sinjung-dong, Nam-gu, Ulsan	052) 257-0777
Yusung	(2^nd floor, Lucky Tower) 448-8, 9 Bongmyeong-dong, Yusung-gu, Daejun	042) 823-8577
Uijeongbu	(2^nd floor, Shinhan Bank Bldg.) 176-22, Uijeongbu-dong, Uijeongbu-si, Gyeonggi-do	031) 848-9100
Ilsan	(2^nd floor, Heo Yu Jae’s Clinic Bldg.) 780, Janghang-dong, Ilsan-gu, Goyang-si, Gyeonggi-do	031) 907-3100


Name of Branch	Address	Telephone Number
Jeonju	(3^rd floor, Korea Industry Bank Bldg.) 103, Gyeongwondong i(il)-ga, Wansan-gu, Jeonju-si, Jeollabuk-do	063) 286-9911
Jungeup	(2^nd floor, formerly Hangbok Wedding Hall) 525-1, Susung-dong, Jungeup-si, Jeollabuk-do	063) 531-0606
Jungjadong	2^nd floor, Bundang Clinic, 15-2 Jungja-dong, Bundang-gu, Sungnam-si, Gyeonggi-do	031) 715-8600
Jeju	(2^nd floor, Korea Specialty Contractor Financial Cooperative) 710-1, Nohyung-dong, Jeju-si, Jeju-do	064) 743-9011
Jukjeon	3^rd floor, Daedeok Nuriettle B, 1808, Bojung-dong, Giheung-gu, Yongin-si, Gyeonggi-do	031) 898-0011
Jungbu	(2^nd floor, Ssangyong Bldg.) 24-1, Jeo-dong, Jung-gu, Seoul	02) 2270-6500
Changdong	(1^st and 2^nd floors, Sangsu Bldg.) 693, Ssangmun-dong, Dobong-gu, Seoul	02) 995-0123
Changwon	(2^nd floor, Cheil Life Insurance Allianz Bldg.) 75-3, Sangnam-dong, Changwon-si, Gyeongsangnam-do	055) 285-5500
Cheongju	(1^st floor, Nuri Tower) 1605, Yongam-dong, Sangdang-gu, Cheongju-si, Chungcheongbuk-do	043) 296-5600
Taepyeongro	Shinhan Bank Head Office basement, 120, Taepyeongro 2(i)-ga, Jung-gu, Seoul	02) 757-0707
Pyeongchon	(3^rd floor, Shinhan Bank Bldg.) 1046, Bumgye-dong, Anyang-si, Gyeonggi-do	031) 381-8686
Pyeongtek	(1^st floor, Samsung Life Insurance Bldg.) 32-2, Pyeongtek-dong, Pyeongtek-si, Gyeonggi-do	031) 657-9010
Hanam	(1^st floor, National Pension Bldg.) 1582-4, Wusan-dong, Gwangsan-gu, Gwangju	062) 956-0707
Haeundae	2^nd floor, Wungsin Cineart Bldg., 1479-1, Jwa-dong, Haeundae-gu, Busan	051) 701-2200
Jamsil Lotte Castle	2^nd floor, Lotte Castle Gold, 7-18, Sincheon-dong, Songpa-gu, Seoul	02) 2143-0800

IX. Current Status of Target Company

A. Financial Status for Last Three Fiscal Years

[Unit: KRW million]


	21^st Year,		20^th Year		19^th Year		18^th Year
	3^rd Quarter		(As of Dec. 31,		(As of Dec. 31,		(As of Dec. 31,
Accounting Period	(As of Sep. 30, 2006)		2005)		2004)		2003)
Total Assets		9,851,114		9,084,234		8,217,358		10,765,557
(Current Assets)		1,482,631		1,522,031		2,149,776		2,438,295
(Merchandise)		8,001,107		7,098,515		5,625,998		7,265,839
(Fixed Assets)		367,376		463,688		441,584		1,061,423
Total Liabilities		7,081,726		7,277,709		8,787,106		13,978,745
(Current Liabilities)		3,703,244		5,060,904		7,026,292		9,510,317
(Long-Term Liabilities)		3,378,482		2,216,805		1,760,814		4,468,428
Total Shareholders’ Equity		2,769,388		1,806,525		-569,747		-3,213,188
(Capital Stock)		626,847		626,847		2,585,590		785,989
(Capital Surplus)		1,378,030		2,830,052		1,713,485		451,664
(Retained Earnings)		949,229		-1,449,481		-4,516,799		-4,435,198
(Capital Adjustment)		-184,718		-200,893		-352,023		-15,643

[Unit: KRW million]


	21^st Year,
	First 3 Quarters		20^th Year		19^th Year		18^th Year
	(Quarter ended Sep.		(Year ended		(Year ended Dec.		(Year ended Dec.
Accounting Period	30, 2006)		Dec. 31, 2005)		31, 2004)		31, 2003)
Operating Revenues		2,044,682		2,729,712		3,432,268		4,392,635
Operating Expenses		1,128,943		1,481,278		4,279,152		9,727,359
Operating Income		915,739		1,248,434		-846,883		-5,334,724
(Non-Operating Revenues)		50,172		142,557		166,893		203,891
(Non-Operating Expenses)		19,224		27,918		113,549		442,252
Ordinary Income		946,687		1,363,073		-793,539		-5,573,085
(Extraordinary Gains)		0		0		711,939		16,133
(Extraordinary Losses)		0		0		0		0
Net Gains and Losses		949,229		1,363,073		-81,600		-5,598,811
Net Income per share		7,571		11,077		-3,856		-52,290
Dividend per share		0		0		0		0
Net Asset per share		22,090		14,410		-1,102		-20,440

B. Transaction Status of Target Shares for Recent Six Months

[Unit: KRW or shares]


Month	Highest Price		Lowest Price		Trade Volume
February, 2007 ¹⁾		62,300		61,200		5,513,976
January, 2007		61,900		60,700		5,810,450
December, 2006		62,200		58,600		3,006,504
November, 2006		60,800		58,900		2,175,030
October, 2006		60,800		59,000		1,764,417
September, 2006		60,700		57,900		3,838,060


1)		As of February 23, 2007

X. Procedures of the Tender Offer

A. Method of Tender


Tender Offer Agent	Name	Good Morning Shinhan Securities, Co., Ltd.
	Head Office Location	Youido-Dong 23-2, Youngdeungpo-Gu, Seoul, Korea

Method of Tender	1. Tender Offers of LG Card registered common stocks may be made only through Tender Offer Agent, except for tax deductible or tax exempt savings account opened at other securities companies, during the Tender Offer Period (from February 28, 2007 to March 19, 2007; a period of 20 days). Please bear in mind that tender applications must be received by no later than 3:30p.m. (Korea time) on the expiration date of the Tender Offer Period (March 19, 2007).

	• Tenders may be made in person or via telephone, provided that tenders via telephone are not available to Shareholders tendering through tax deductible or tax exempt savings account opened at a securities company other than the Tender Offer Agent. Tenders may not be made via fax or Internet.

	<Tender in Person>
	Shareholders	Holding an account at the Tender Offer Agent	Holding an account at a securities company other than the Tender Offer Agent or registered in the Registry of Shareholders


Trading Account	A Shareholder holding a trading account at the Tender Offer Agent must confirm that its LG Card shares are deposited in its trading account.
	‚ A Shareholder holding a trading account at a securities company other than the Tender Offer Agent or registered in the Registry of Shareholders must open a trading account at the Tender Offer Agent and either transfer or directly deposit its LG Card shares into the trading account before tendering such LG Card shares.
	ƒ Tendering Shareholders must bring identity confirmation documents to Tender Offer Agent’s office; complete and submit a tender application form available at the office, and obtain written confirmation of tender.

Tax Deductible/Exempt Savings Account	A Shareholder holding a tax deductible or tax exempt savings account at the Tender Offer Agent must confirm that its LG Card Shares are deposited in such account. ‚ Tendering Shareholders must complete and submit a tender application form available at Tender Offer Agent’s office and obtain written confirmation of tender.	A Shareholder holding a tax deductible or tax exempt account at a securities company other than the Tender Offer Agent must inform such securities company of its intent to tender its LG Card shares. On the expiration date of the Tender Offer Period, such securities company must (i) collect details of all such requests and (ii) tender and submit the tender applications and a summary of tender status of each tendering Shareholders to the Tender Offer Agent.
<Tender via Telephone>
Shareholders	Holding an account at the Tender Offer Agent	Holding an account at a securities company other than the Tender Offer Agent or registered in the Registry of Shareholders

Trading Account	A Shareholder holding a trading account at the Tender Offer Agent must confirm that its LG Card shares are deposited in its trading account.
	‚ A Shareholder holding a trading account at a securities company other than the Tender Offer Agent or registered in the Registry of Shareholders must open a trading account at the Tender Offer Agent and either transfer or directly deposit its LG Card shares into the trading account before tendering such LG Card shares.
	ƒ Tendering Shareholders must contact Tender Offer Agent’s office or Call Center (at 1588-0365) and follow the instructions.
	„ Throughout the tender procedure, a Shareholder must provide its account number, resident registration number and the number of LG Card shares held for the purpose of identity confirmation and deposit verification.


	Tax Deductible/Exempt Savings Account	A Shareholder holding a tax deductible or tax exempt savings account at the Tender Offer Agent must confirm that its LG Card shares are deposited in such account.	Tender via telephone is not available.
		‚ Tendering Shareholders must contact Tender Offer Agent’s office or Call Center (Tel. No. 1588-0365) and follow the instructions.
		ƒ Throughout the tender procedure, a Shareholder must provide its account number, resident registration number and the number of LG Card shares held for the purpose of identity confirmation and deposit verification.

	2. Once LG Card shares are tendered and transferred to an account at the Tender Offer Agent or to a tax deductible or tax exempt savings account at a securities company other than the Tender Offer Agent, such LG Card shares may not be withdrawn from the account unless (i) the Tender Offeror withdraws the Tender Offer pursuant to Article 12-7 of the Enforcement Decree of the SEA or (ii) the relevant tendering Shareholder cancels its tender.

	3. In the case of a non-resident Shareholder (including foreign corporations), applicable law may require the Tender Offer Agent to withhold certain capital gains taxes and applicable surtaxes, unless (i) applicable tax treaties exempt the Shareholder from such withholdings and (ii) all actions necessary for such exemptions to be available have been taken by the Shareholder.
	‚ In case of non-resident Shareholders (including foreign corporations) eligible for exemption from capital gains taxes and any applicable surtaxes, such Shareholder must submit, at the time of Tender Offer: (i) an application for tax-exemption on non-resident’s Korean source income provided under the Tax Treaty and (ii) any other documents supporting the acquisition costs (if applicable). The burden of proof in respect of the eligibility for exemption from withholding taxes under the Tax Treaty or the authenticity of any supporting documents lies on the relevant Shareholders, and the Tender Offer Agent who is obligated to withhold such taxes may refuse to apply the exemption if the relevant Shareholder refuses to fulfill the burden.

Place for Filing Application	Branch Office	Location
	Head office and branch offices of Good Morning Shinhan Securities Company Co., Ltd.	Head office: Youido-Dong 23-2, Youngdungpo-Gu, Seoul Branch offices: See Part VIII, Section C above.

B. Method of Withdrawing Tender by Shareholder

	(i)		Any Shareholder who has tendered its LG Card shares may withdraw such tender, in whole or in part, at any time prior to the end of the Tender Offer Period. In the event a Shareholder withdraws its tender, such Shareholder will not be liable to Tender Offeror for any compensatory or liquidated damages.

	(ii)		Tenders may be withdrawn by no later than 3:30 p.m. (Korea time) on the expiration date of the Tender Offer Period (March 19, 2007).

	(iii)		If any Shareholder wishes to withdraw its tender, such Shareholder may do so either in person or via telephone, provided that withdrawal via telephone is not available to a Shareholder holding a tax deductible or tax exempt savings account at a securities company other than the Tender Offer Agent. Withdrawals may not be made via fax or Internet.

<Procedures for Withdrawal>


For a Shareholder that Tendered its LG Shares Through the Tender Offer Agent		The Shareholder may withdraw its tender in person or via telephone. ‚ If a Shareholder wishes to withdraw its tender in person, the Shareholder must visit the branch office of the Tender Officer Agent that previously received the Shareholder’s tender, submit identity confirmation documents and the written confirmation of tender obtained at the time of tender, and complete and submit to the office a statement of withdrawal form in exchange for a written confirmation of withdrawal.
		ƒ If a Shareholder wishes to withdraw its tender via telephone, the Shareholder must contact the branch office of the Tender Officer Agent that previously received the Shareholder’s tender, or the Call Center (at 1588-0365), and follow the instructions. Throughout the withdrawal procedures, the Shareholder must provide its account number, resident registration number and the number of LG Card shares held for the purpose of identity confirmation and tender status verification.

For a Shareholder that Tendered its LG Shares through a Securities Company Other than the Tender Offer Agent		The Shareholder may withdraw its tender through the relevant securities company. ‚ Withdrawals via telephone is not available to a Shareholder who wishes to withdraw its tender through a securities company other than the Tender Offer Agent. The Shareholder must visit the branch office of securities company that previously received the Shareholder’s tender, submit identity confirmation documents and the written confirmation of tender obtained at the time of tender, and complete a statement of withdrawal form in exchange for a written confirmation of withdrawal.

(iv)

If any Shareholder withdraws its tender, the prohibition on withdrawal of LG Card shares deposited into the account established for the Tender Offer must be lifted without delay with respect to such withdrawn LG Card shares on the date such tender withdrawal application is submitted.

C. Method of Purchasing Tendered Shares

Prior to the commencement of the Tender Offer Period, Tender Offeror opened an account in its own name for the purpose of offering tenders at the Tender Offer Agent, Sales Department II, Good Morning Shinhan Securities (account no.: 080-01-101893; holder of account: Shinhan Financial Group Co., Ltd.).

If, on the Settlement Date, the total number of tendered LG Card shares exceeds the Target Number of Shares, Tender Offeror is to purchase such shares on a pro-rated basis in accordance with the rules of allocation (see below ). In respect of any LG Card shares not purchased in excess of the Target Number of Shares, the prohibition on withdrawal of such shares will be lifted on the Settlement Date.

<Rules of Allocation>

D. Method of Amendment of Terms of the Tender Offer and Withdrawal of the Tender Offer

	(i)		Tender Offeror may amend the terms and conditions of the Tender Offer at any time on or prior to the expiration date of the Tender offer Period by filing a written amendment to this Tender Offer Circular. However, as provided under Article 23-2(1) of the SEA and Article 12-6 of the Enforcement Decree thereof, Tender Offeror may not amend the terms and conditions of the Tender Offer if the amendment would do any of the following: (i) lower the Tender Offer Price; (ii) reduce the Target Number of Shares; (iii) extend the date for payment of the Tender Offer Purchase Price; (iv) shorten the Tender Offer Period; (v) change the type of consideration to be given to tendering Shareholders (except by adding an additional type of consideration from which Shareholder can select); or (vi) engage in an act that would otherwise result in unfavorable terms or conditions to tendering Shareholders as prescribed by the FSC.

	(ii)		Tender Offeror may not withdraw the Tender Offer on or after the date of public notice of the Tender Offer, provided that Tender Offeror may withdraw the Tender Offer if a basis for withdrawal prescribed under Article 12-7 of the Enforcement Decree of the SEA arises at any time on or prior to the expiration of the Tender Offer Period. However, Tender Offeror will not withdraw the Tender Offer even if a competing tender offer is launched by a third party. If the Tender Offer is withdrawn, public notice of such withdrawal, including an explanation of the basis for withdrawal, will be provided in two daily newspapers in Korea, namely the Maeil Business Newspaper and the Korea Economic Daily.

			<Exceptional Grounds for Withdrawal of Tender Offer under Article 12-7 of the Enforcement Decree of the SEA>
	1.		Launch by a third party of a competing tender offer;
	2.		Death, dissolution or bankruptcy of, or the dishonoring of any note or check issued by, Tender Offeror, or any other material calamity that could not be expected at the time of filing of this Tender Offer Circular, as prescribed by the FSC; and
	3.		Merger or transfer of a material part of the business of the Target Company (where a transfer of business means one described in any paragraph of Article 84-8(1) of the Enforcement Decree of the SEA), dissolution or bankruptcy of the Target Company or the dishonoring of any note or check issued by the Target Company, delisting of the LG Card shares from the Korea Exchange, or any other material calamity that could not have been expected at the time of filing of this Tender Offer Circular, as prescribed by the FSC.

	(iii)		If Tender Offeror withdraws the Tender Offer after the commencement of the Tender Offer Period, the prohibition on withdrawal of LG Card shares deposited into the account established for the Tender Offer will be lifted without delay on the date of such withdrawal.

E. Notice of Purchase

Following the expiration of the Tender Offer Period, the Tender Offer Agent will send a Notice of Purchase without delay to the address specified in the tender application of each Shareholder.

XI. Source of Funding

A. Source of Funds Necessary for the Tender Offer

[Unit: KRW]


Funds Necessary for the Tender Offer	Tender Offer Purchase Price (A)	6,676,518,505,320
	Transaction Costs (B)	2,000,000,000
	Miscellaneous (C)	40,000,000
	Total (A+B+C)	6,678,558,505,320
Composition of the Tender Offer Funds	Own Funds (A)	3,749,962,126,000
	Loans (B)	Lender	Amount	Remarks
		See below	2,930,000,000,000	—
	Others (C)	—
	Total (A+B+C)	6,679,962,126,000


Note 1)		The miscellaneous amounts include the costs of notices to be given in newspapers and those incurred in the preparation and dispatch of mailing materials, and are subject to change.
Note 2)		Tender Offeror has raised its own funds by issuing corporate bonds and preferred stocks in order to effectuate the acquisition of LG Card shares, as detailed below:

[Unit: KRW]


Category		Amount		Remarks
Own Funds (A)	Redeemable Preferred Stocks Convertible Redeemable Preferred Stocks		2,899,000,000,000 850,962,126,000	Redeemable within 5-20 years after issuance Redeemable within 5-20 years after issuance Convertible within 1-5 years after issuance
Loans	Publicly Offered Corporate Bonds Privately Offered Corporate Bonds Corporate Commercial Papers		2,050,000,000,000 500,000,000,000 380,000,000,000	To mature in 3-7 years; issued in an open public market To mature in 2 1/2 years; issued through Mizuho Corporate Bank, Seoul Branch To mature within one year; issued in an open public market
Total			6,679,962,126,000

B. Securities to be Exchanged Through the Tender Offer

1. Type and Number of Securities to be Exchanged: N/A

2. Relation between Tender Offeror and Company Issuing Securities to be Exchanged: N/A

3. Information on Issuer of Securities to be Exchanged Through the Tender Offer: N/A

XII. Tender Offeror and Its Specially-Related Persons’ Share Ownership Status and Transaction History of Target Company’s Shares Within Past One Year

A. Share Ownership Status


			No. of Shares		No. of Shares to Be
	No. of Shares		Subject to Tender		Held Post-Tender
	Currently Held		Offer		Offer		Remarks
Tender Offeror		0		98,517,316 (78.58%)		98,517,316 (78.58%)
Shinhan Bank		8,960,005 (7.15%)		0		8,960,005 (7.15%)
Total		8,960,005 (7.15%)		98,517,316 (78.58%)		107,477,321 (85.73%)


Note 1)		The number of shares to be held after the Tender Offer is provided upon the assumption that the Target Number of Shares (98,517,316 shares), is purchased in full.

Note 2)		No specially-related person of Tender Offeror other than Shinhan Bank Co., Ltd. owns LG Card shares.

Note 3)		The shareholding ratios exclude stock options for 250,000 shares granted by the Target Company. Upon exercise of these stocks options, LG Card may either give treasury shares or pay the difference between the exercise price and the market price in cash or in treasury shares.

B. Share Transaction History: N/A

(As of the end of 2005, Shinhan Bank, a specially-related person of Tender Offeror, held 4,805,030 shares and Chohung Bank held 4,154,975 shares. As a result of the merger of the two banks on April 1, 2006, Shinhan Bank holds 8,960,005 shares as of the end of 2006.)

XIII. Agreements Between Tender Offeror and Offices/Major Shareholders of Target Company (if any)

KDB is the largest shareholder of the Target Company. KDB is the principal creditor bank of the council of creditor financial institutions of LG Card and managed the sale of stocks held by the creditor financial institutions of LG Card.

Tender Offeror was selected as the preferred bidder for the sale of stocks held by the creditor financial institutions of LG Card. Tender Offeror entered into the LG Card Co., Ltd. Acquisition Agreement with KDB regarding the acquisition of LG Card shares held by the creditor financial institutions on December 20, 2006.

In accordance with the LG Card Co., Ltd. Acquisition Agreement, Tender Offeror plans to purchase 98,517,316 shares of LG Card by way of this Tender Offer at the price of KRW 67,770 per share or the total price of approximately KRW 6,676.5 billion pursuant to the applicable laws and regulations, including the SEA.

This Tender Offer is carried out in order for the parties to perform the terms of the LG Card Co., Ltd. Acquisition Agreement.

XIV. Future Plans Regarding Target Company After the Tender Offer

SFG, the Tender Offeror, has incorporated securities, credit card, invest trust, capital, insurance and other companies as its subsidiaries to equip itself to become a total financial group covering all financial sectors. Cross-sale of various funds and FNA securities savings deposits among its subsidiaries is in full swing, and SFG is concentrating on developing mixed or linked products involving insurance and credit card. The recent completion of the group-wide database has speeded up database-based marketing activities.

After the sale of LG Card shares to SFG through this Tender Offer, LG Card will be fully incorporated into SFG as one of its subsidiaries. In the process of such integration, Tender Offeror will uphold a unified objective of “pursuing SFG’s central goal of advancing and creating a new business model for the credit card business by preserving the value and growth potential of LG Card.”

To this end, SFG plans to strengthen LG Card’s competitiveness and combine LG Card’s strength with SFG’s outstanding management systems, including refined risk management and customer analysis systems. These efforts will increase LG Card’s own income and maximize synergy through mutually linked sales activities between LG Card and banking, securities, insurance and other existing subsidiaries based on LG Card’s customer base (e.g. the sale to LG Card’s customers of products of the existing subsidiaries and the sale to the existing subsidiaries’ customers of LG Card’s products).

On the other hand, SFG will operate LG Card as a separate subsidiary from Shinhan Card, SFG’s existing credit card company, for a certain period of time until the two subsidiaries can be gradually consolidated. To this end, a set of cooperative and collaborative systems will be established between the two card companies to build a base structure for the eventual consolidation.

As explained above, Tender Offeror will enhance LG Card’s competitiveness and, by integrating LG Card into SFG, improve the non-banking sectors within SFG so that, at the end, SFG and LG Card can become the leader in the Korean financial market.

XV. Particulars on Intermediary of the Tender Offer (if any)

A. Name: N/A

B. Location of Head Office: N/A

C. Objectives and Businesses: N/A

D. Relation to Tender Offeror: N/A

XVI. Place Where the Tender Offer Circular and Tender Offer Documents will be Publicly Available

A. Tender Offer Circular

Electronic Version:
Korean Financial Supervisory Services Website: http://dart.fss.or.kr
Korea Exchange Website: http://krx.or.kr

B. Tender Offer Documents

Electronic Version:
Korean Financial Supervisory Services Website: http://dart.fss.or.kr
Korea Exchange Website: http://krx.or.kr

Written Version (English):
Head Office / Branch Offices of Tender Offer Agent


•	Head Office:	Youido-Dong 23-2, Youngdungpo-Gu, Seoul, Korea
		Tel. no: (02) 3772-1000
		Customer Support Center: 1588-0365

•	Branch Offices:	Listed below (Note: the telephone country code is 82)


Name of Branch	Address	Telephone Number
Gangnam	(2^nd and 3^rd floors, Seonleung Bldg.) 702-28 Yoksam-dong, Gangnam-gu, Seoul	02) 538-0707
Gangnam Jungang	(2^nd floor, Shindeok Bldg.) 1329-7, Seocho-dong, Seocho-gu, Seoul	02) 6354-5300
Gangneung	(2^nd floor, Donga Bldg.) 114-2, Imdang-dong, Gangneung-si, Gangwon-do	032) 642-1777


Name of Branch	Address	Telephone Number
Gyeyang	(4^th floor, Younghwa Bldg.) 863-3 Jakjeon-dong, Gyeyang-gu, Incheon	032) 553-2772
Gwanak	(2^nd floor, Namgyeongdo Bldg.) 853-1, Bongcheon 7(chil)-dong, Gwanak-gu, Seoul	02) 887-0809
Gwangju	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 30, Keumnamro 2(i)-ga, Dong-gu, Gwangju	062) 232-0707
Gwanghwamun	3^rd floor, King’s Garden Complex 4, 73 Naesu-dong, Jongno-gu, Seoul,	02) 732-0770
Guro	(3^rd floor, New World Bldg.) 103-12 Guro 5(o)-dong, Guro-gu, Seoul	02) 857-8600
Gumi	(1^st floor, Goodmorning Shinhan Securities Bldg.) 56, Songjeong-dong, Gumi-si, Gyeongsangbuk-do	054) 451-0707
Guwoldong	2^nd floor, Shinhan Bank Guwoldong Branch, 1199-13, Guwol-dong, Namdong-gu, Incheon	032) 464-0707
Gunsan	(2^nd floor, Goodmorning Shinhan Securities Bldg.) 15-8, Jungangno 2(i)-ga, Gunsan-si, Jeollabuk-do	063) 442-9171
Geumjeong	(2^nd floor, Haegang Bldg.) 184-3, Guseo 2(i)-dong, Geumjeong-gu, Busan	051) 516-8222
Nonhyeon	(1^st floor, Daeyong Bldg.) 90, Nonhyeon-dong, Gangnam-gu, Seoul	02) 518-2222
Dapsimni	(2^nd floor, Gyeongwon Bldg.) 496-4, Dapsimni-dong, Dongdaemun-gu, Seoul	02) 2217-2114
Daegu	(3^rd and 4^th floors, Shinhan Bank Bldg.) 34-16, Bongsan-dong, Jung-gu, Daegu	053) 423-7700
Daegudong	(3^rd floor, Woojin Bldg.) 593-15, Shinam 1(il)-dong, Dong-gu, Daegu	053) 944-0707
Daeguseo	(4^th floor, Wolgok Bldg.) 1511, Sangin-dong, Dalseo-gu, Daegu	053) 642-0606
Daejeon	(2^nd floor, Socheong Bldg.) 5-2 Seonhwa-dong, Jung-gu, Daejeon	042) 255-9131
Dogok	(3^rd floor, Jae Neung Education Bldg.) 464, Dogok-dong, Gangnam-gu, Seoul	02)2057-0707
Dogok Jungang	(2^nd floor, Hansol Phillia) 755, Yoksam-dong, Gangnam-gu, Seoul	02) 554-6556
Dong Gwangyang	(2^nd floor, Goodmorning Shinhan Securities Bldg.) 1647-7, Jung-dong, Gwangyang-si, Jeollanam-do	061) 791-8020
Dongducheon	(3^rd floor, Samsung Core Bldg.) 601-63, Saengyeon-dong, Dongducheon-si, Gyeonggi-do	031) 862-1851
Dongrae	(2^nd floor, Rosesty Bldg.) 1491-1, Geojae 1(il)-dong, Yeonjae-gu, Busan	051) 505-6400
Dunsan	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 1173, Dunsan-dong, Seo-gu, Daejeon	042) 484-9090
Masan	(2^nd floor, Songha Bldg.) 268, Hapseong 2(i)-dong, Masan-si, Hoewon-gu, Gyeongsangnam-do	055) 297-2277
Mapo	2^nd and 3^rd floors, Local Finance Bldg., 253-42, Gongdeok-dong, Mapo-gu, Seoul	02) 718-0900
Myeongdong	(4^th floor, Shinhan Bank Myeongdong Jungang Branch) 53-1, Myeongdong 1(il)-ga, Jung-gu, Seoul	02) 752-6655
Mokdong	(1^st floor, Gisan Bldg.) 406-28, Mok 1(il)-dong, Yangcheon-gu, Seoul	02)2653-0844
Mokdong Jungang	1st floor, Buyoung Green Town 3-cha, 908-34, Mok 6(yuk)-dong, Yangcheon-gu, Seoul	02)2649-0101
Miryang	(2^nd floor, Hueam Bldg.) 701-7, Naei-dong, Miryang-si, Gyeongsangnam-do	055) 355-7707


Name of Branch	Address	Telephone Number
Bangbaedong	(3^rd floor, Shinhan Bank Bangbaedong Jungang Branch) 898-5, Bangbae-dong, Seocho-gu, Seoul	02) 533-0202
Busan	(3^rd floor, Dongyang Bldg.) 4, Donggwang-dong 2(i)-ga, Jung-gu, Busan	051) 243-0707
Sanbon	(3^rd floor, Shinhan Bank Sanbon Jungang Branch) 1144, Sanbon-dong, Gunpo-si, Gyeonggi-do	031) 392-1141
Samsungyeok	(3^rd floor, Saemyeong Bldg.) 945-2, Daechi-dong, Gangnam-gu, Seoul	02) 563-3770
Sampung	(2^nd floor, Nara Bldg.) 1696-14, Seocho-dong, Seocho-gu, Seoul	02) 3477-4567
Sanggyedong	(2^nd floor, Dongbang Reports Bldg.) 734-5, Sanggye 6(yuk)-dong, Nowon-gu, Seoul	02) 937-0707
Sangdodong	(2^nd floor, Sungdae Shopping) 324-1, Sangdo-dong, Dongjak-gu, Seoul	02) 820-2000
Seogyodong	(3^rd floor, Seogyo Tower) 353-1, Seogyo-dong, Mapo-gu, Seoul	02) 335-6600
Seogwipo	(3^rd floor, Wonbok Bldg.) 286-32, Seogwi-dong, Seogwipo-si, Jeju-do	064) 732-3377
Seomyeon	(4^th floor, Cheil Bank Bldg.) 163-1, Bujeon 2(i)-dong, Busanjin-gu, Busan	051) 818-0100
Songpa	(2^nd floor, LG Twin Regency Munjungdong Bldg.) 150-2, Munjung-dong, Songpa-gu, Seoul	02) 449-0808
Sunaeyeok	(3^rd floor, Hungkuk Life Insurance Bldg.) 6-7, Sunae-dong, Sungnam-si, Gyeonggi-do	031) 712-0109
Suwon	(2^nd floor, Yaesin Bldg.) 1023-1, Kwonsun-dong, Kwonsun-gu, Suwon-si, Gyeonggi-do	031) 246-0606
Siji	(2^nd floor, Dongho Bldg.) 374-5, Sinmae-dong, Susung-gu, Daegu	053) 793-8282
Sindang	(2^nd floor, Shinyoung Bldg.) 150-1, Sindang 5(o)-dong, Jung-gu, Seoul	02) 2254-4090
Sinlim	(3^rd floor, Youngil Bldg.) 1422-35, Sinlim-dong, Gwanak-gu, Seoul	02) 875-1851
Sinbanpo	(3^rd floor, New Town Shopping) 58-24, Jamwon-dong, Seocho-gu, Seoul	02) 533-1851
Sinseoldong	(3^rd floor, Allianz Life Insurance Bldg.) 1383, Sungin-dong, Jungro-gu, Seoul	02) 2232-7100
Andong	(2^nd floor, Okdong Bldg.) 791-2, Ok-dong, Andong-si, Gyeongsangbuk-do	054) 855-0606
Ansan	(5^th floor, Wongsin Art Bldg.) 708, Gojan-dong, Danwon-gu, Ansan-si, Gyeonggi-do,	031) 485-4481
Apgujeong	(1^st floor, Gangnam Securities Bldg.) 612-1, Sinsa-dong Gangnam-gu, Seoul	02) 511-0005
Apgujeong Royal	(3^rd floor, MJ Bldg.) 621-2, Sinsa-dong, Gangnam-gu, Seoul	02) 547-0202
Apgujeong FC	(2^nd floor, Gaonix Sports Bldg.) 575, Sinsa-dong, Gangnam-gu, Seoul	02) 541-5566
Yoido	(2^nd floor, Goodmorning Shinhan Tower Annex) 24-4, Yoido-dong, Youngdungpo-gu, Seoul	02) 3775-4270
Yeochun	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 71-1, Hak-dong, Yeochun-si, Jeollanam-do	061) 682-5262
Yeonhuidong	(1^st floor, Eunhae Bldg.) 188-8, Yeonhui-dong, Seodaemun-gu, Seoul	02) 3142-6363
Youngdungpo	(3^rd floor, Shinhan Bank Bldg.) 68-3, Youngdungpodong 4(sa)-ga, Youngdungpo-gu, Seoul	02) 2677-7711


Name of Branch	Address	Telephone Number
Sales Department	(1^st floor, Goodmorning Shinhan Tower), 23-2, Yoido-dong, Youngdungpo-gu, Seoul	02) 3772-1200
Olympic	(1^st and 2^nd floors, Daekyung Bldg.) 17-8, Ogeum-dong, Songpa-gu, Seoul	02) 448-0707
Ulsan	(1^st and 2^nd floors, Goodmorning Shinhan Securities Bldg.) 117-2, Dal-dong, Nam-gu, Ulsan	052) 273-8700
Ulsannam	(1^st and 2^nd floors, Sinjung Core Bldg.) 647-4, Sinjung-dong, Nam-gu, Ulsan	052) 257-0777
Yusung	(2^nd floor, Lucky Tower) 448-8, 9 Bongmyeong-dong, Yusung-gu, Daejun	042) 823-8577
Uijeongbu	(2^nd floor, Shinhan Bank Bldg.) 176-22, Uijeongbu-dong, Uijeongbu-si, Gyeonggi-do	031) 848-9100
Ilsan	(2^nd floor, Heo Yu Jae’s Clinic Bldg.) 780, Janghang-dong, Ilsan-gu, Goyang-si, Gyeonggi-do	031) 907-3100
Jeonju	(3^rd floor, Korea Industry Bank Bldg.) 103, Gyeongwondong i(il)-ga, Wansan-gu, Jeonju-si, Jeollabuk-do	063) 286-9911
Jungeup	(2^nd floor, formerly Hangbok Wedding Hall) 525-1, Susung-dong, Jungeup-si, Jeollabuk-do	063) 531-0606
Jungjadong	2^nd floor, Bundang Clinic, 15-2 Jungja-dong, Bundang-gu, Sungnam-si, Gyeonggi-do	031) 715-8600
Jeju	(2^nd floor, Korea Specialty Contractor Financial Cooperative) 710-1, Nohyung-dong, Jeju-si, Jeju-do	064) 743-9011
Jukjeon	3^rd floor, Daedeok Nuriettle B, 1808, Bojung-dong, Giheung-gu, Yongin-si, Gyeonggi-do	031) 898-0011
Jungbu	(2^nd floor, Ssangyong Bldg.) 24-1, Jeo-dong, Jung-gu, Seoul	02) 2270-6500
Changdong	(1^st and 2^nd floors, Sangsu Bldg.) 693, Ssangmun-dong, Dobong-gu, Seoul	02) 995-0123
Changwon	(2^nd floor, Checil Life Insurance Allianz Bldg.) 75-3, Sangnam-dong, Changwon-si, Gyeongsangnam-do	055) 285-5500
Cheongju	(1^st floor, Nuri Tower) 1605, Yongam-dong, Sangdang-gu, Cheongju-si, Chungcheongbuk-do	043) 296-5600
Taepyeongro	Shinhan Bank Head Office basement, 120, Taepyeongro 2(i)-ga, Jung-gu, Seoul	02) 757-0707
Pyeongchon	(3^rd floor, Shinhan Bank Bldg.) 1046, Bumgye-dong, Anyang-si, Gyeonggi-do	031) 381-8686
Pyeongtek	(1^st floor, Samsung Life Insurance Bldg.) 32-2, Pyeongtek-dong, Pyeongtek-si, Gyeonggi-do	031) 657-9010
Hanam	(1^st floor, National Pension Bldg.) 1582-4, Wusan-dong, Gwangsan-gu, Gwangju	062) 956-0707
Haeundae	2^nd floor, Wungsin Cineart Bldg., 1479-1, Jwa-dong, Haeundae-gu, Busan	051) 701-2200
Jamsil Lotte Castle	2^nd floor, Lotte Castle Gold, 7-18, Sincheon-dong, Songpa-gu, Seoul	02) 2143-0800

Exhibit 1

Notice of Purchase

[Date]

To [Title of Account],


Name:		Shinhan Financial Group Co., Ltd.
Address:		Taepyongro 2-Ga 120, Joong-Gu, Seoul, Korea
Telephone:		(02) 6360-3000

1. Purchase

Total Number of

Share Certificates,

Type of Share

Tendered Shares

etc. Expected to be

Total Number of

Certificates, etc.

Purchased

Returned Shares, etc.

2. Share Certificates Expected to be Purchased or Returned

No. of

Share

Certificates, etc.

Type of

No. of

Certificates,

Purchase Price, etc.

expected

Tendered

etc.

Purchase

Securities

to be

Shares

Expected to

Price per

Purchase

Securities

Transaction

Purchased

Certificates, etc.

be Purchased

Share

Price

Exchange

Taxes

Calculation

(Number of Shares Expected to be Purchased) x (Purchase Price per Share)
(with 5% securities transaction tax deducted)



Returned Shares, etc.	Type of Share, etc.	No. of Share, etc.	Return Methods

3. Settlement


Tender Offer Agent (Securities	Name	Good Morning Shinhan Securities Co., Ltd.
Company in Charge of Settlement)	Principal Place of Business	Youido-Dong 23-2, Youngdungpo-Gu, Seoul, Korea

Settlement Date	March 23, 2007

Settlement Method	Following the expiration of the Tender Offer Period, a Notice of Purchase will be sent without delay by the Tender Offer Agent to the address specified in the tender application of each shareholder who has validly tendered LG Card shares (each, a “Shareholder”). ‚ The Tender Offer Purchase Price will be transferred to the


	account with the Tender Offer Agent designated by each Shareholder, provided that the securities transaction tax at the rate of 0.5% and any other applicable tax will be deducted or withheld therefrom prior to each such transfer. In the case of a non-resident Shareholder (including foreign corporations), applicable law may require the Tender Offer Agent to withhold certain capital gains taxes and applicable surtaxes, unless (i) applicable tax treaties exempt the Shareholder from such withholdings and (ii) all actions necessary for such exemptions to be available have been taken by the Shareholder.
	* The burden of proof in respect of the eligibility for exemption from withholding taxes under the Tax Treaty or the authenticity of any supporting documents lies on the relevant Shareholders, and the Tender Offer Agent who is obligated to withhold such taxes may refuse to apply the exemption if the relevant Shareholder refuses to fulfill the burden.

	ƒ If the total number of tendered LG Card shares exceeds the Target Number of Shares, Tender Offeror is to purchase such shares on a pro-rated basis in accordance with the rules of allocation (see below). In respect of any LG Card shares not purchased in excess of the Target Number of Shares, the prohibition on withdrawal of such shares will be lifted on the Settlement Date.

	„ LG Card shares validly tendered through the Tender Offer will be transferred from the account of each Shareholder to the account of Tender Offeror on the Settlement Date:
	* Tender Offer Account: — Office where the account is opened: Sales Department II, Good Morning Shinhan Securities Co., Ltd. — Account No.: 080-01-101893 — Holder of Account: Shinhan Financial Group Co., Ltd.

	Branch Office	Location
Settlement Place	Head office and branch offices of Good Morning Shinhan Securities Co., Ltd.	Head office: Youido-Dong 23-2, Youngdeunpo-Gu, Seoul Branch offices: See Good Morning Shinhan Securities Co., Ltd. Website (http://www.goodi.com)

<Rules of Allocation>
If the total number of tendered LG Card shares exceeds the Target Number of Shares, the Target Number of Shares will first be allocated in proportion to the shareholders’ respective ratios of their shares to the total number of tendered shares, with any number of allocated shares that is less than a share (a decimal point) being written off. Any such remaining number of shares will then be allocated in accordance with the decimal points of the shares from the greatest to the smallest, repeatedly until there is no remaining share.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	SHINHAN FINANCIAL GROUP CO., LTD.
	By /s/ Byung Jae Cho
	Name: Byung Jae Cho
	Title: Chief Financial Officer


Date: February 27, 2007