Something remarkable has happened on the Korea Stock Exchange (KSE). The KSE Price Index, or KOSPI, has more than doubled over the course of the last year to break the 800-point level twice this year and at the time of going  to press (June 17th) stands at the 846-point mark. Furthermore, attracted by the upswing and the industrial turnaround which has underpinned it, as well as being permitted an unprecedented level of entry following a massive wave of liberalization, foreign investors have returned with new confidence to the KSE plus the bond market and other markets. "Amongst all the Asian countries, everyone agrees that Korea has the best chance for recovery," said Christian Park, chief dealer for LG Securities's International Sales Department in Seoul explaining renewed foreign interest in Korean securities. He noted too that over the last year "there have been significant corporate changes and everyone agrees Korea has the best upside opportunity, especially since the government is committed to make changes. So from that perspective every investor is optimistic about Korea's prospects." With estimates for growth in  1999 varying from the International Monetary Fund's 2 percent and United States investment firm J. P. Morgan's 4 percent, foreign reserves topping $50 billion, production in April up 17 percent on the year, plus employment levelling off, investors have every reason to be bullish on Korea once more.

The situation is certainly vastly different from that almost two years ago when Korea's economy began to falter and portfolio investor confidence weakened. Total company capitalization on the KSE stood at 129 trillion won in August of 1997. When the crisis hit in December after overseas investors pulled their short term loans, pushing up interest rates to 30 percent and pushing down the Korean won to 2,000 to the U.S. dollar, total capitalization tumbled   to 71 trillion won as the KOSPI plummeted from 740.47 to 390.30  over the same time period. The immediate response by the then newly-elected government of President Kim, Dae-jung as part of the guidelines stipulated by the International  Monetary Fund's assistance package, was to throw open the capital market in a bid to lure back badly needed foreign capital.

Ceilings Eliminated

The ceiling on aggregate foreign ownership of Korean Stock Exchange (KSE) listed stocks was raised from the 26 percent level in November 1997 to 50 percent on Dec. 4th and  abolished on May 25th 1998. The    foreign ownership ceiling on stocks listed on KOSDAQ, Korea's exchange for hi-tech companies and other growth companies, was lifted from  10 percent to 15 percent Dec. 1st   1997, to 55 percent April 1st 1998 and removed altogether May 25th 1998.

At the start of 1997, the only bonds open to purchase by foreigners were non-guaranteed convertibles issued by small- and medium-sized companies (SMEs), and then only to a ceiling of 10 percent for individuals  and 50 percent in the aggregate. Ceilings on bonds issued by SMEs were abolished Dec.12th 1997, followed by the abolition of ceilings on all bonds almost three weeks later Dec. 30th.

The market, however, continued  to tumble in first half of 1998 as  non-performing loans and corporate bankruptcies soared. After a brief rally, the weak Japanese yen, the  threat of the devaluation of the Chinese yuan, sluggish markets,  and the Russian economic crisis undermined investor confidence, pushing the KOSPI to an 11-year low of 280 in June 1998. The index began to rise as U.S. interests rates eased, the yen became stronger, and investors responded to the  government's efforts to revitalize the economy.

On the final day of trading, the KOSPI closed at 562.46, up 49.5  percent from the closing index of 1997. The market continued to show strength through 1999, and underwent a correction around 800 only   after the government appeared to favor a high interest rate policy. The government publically renewed its commitment to keeping interest rates low and the market has since surpassed the 800 point level.

The phenomenal performance of the KSE has both attracted and been fueled by intense active interest by fund managers across the world.  "We like it," said Jardine Fleming's Michael Yuen of the Korean market. "We have overweighted our investment in the Korean stock market. We're buying a lot of Korean stocks." Head of Asia  marketing for the Hong Kong-based stockbroker and investment management company, and dealing with institutional and retail investors in Japan, Taiwan, Singapore and even Europe, Mr. Yuen said Jardine Fleming had been buying Korean stocks for the last six to eight months on account of the "recovery of the Korean economy, the general economic situation and the companies themselves."

Net Inflows

Foreign portfolio investors registered with the KSE have grown by more than one-third from 6,514 at  the end of 1997 to 8,822 at the end  of April 1999.

Over the same period, shareholdings by foreign investors on the  KSE have grown from 14.59 percent in the crisis year of 1997, to 19.30  by end of April 1999. The net inflow  of foreign portfolio investment capital  which tumbled in 1997 to $1.081 billion from 1996's $4.566 billion, bounced back in 1998 to $4.782  billion. As of the end of April this year, the inflow amounted to $3.085 billion, set to challenge the $5.699 billion achieved in 1993.

The story with regard to the bond market is more dramatic. The value of foreign accumulated purchases leapt from 74.7 billion won in 1996, to 209.4 billion won in 1997. Under the tight monetary policy demanded by the IMF, the government needed to raise a great deal of money for its corporate and financial restructuring program. Accordingly, the total amount of government bonds issued increased by 122 percent in 1998 to 17.1 trillion won or $12.2 billion, compared to 1997. Foreign bond  purchases surged to 968.2 billion won in 1998, and by the end of April this year, stood at 3,918 billion won. Net purchases soared to 2,975.5 billion won in 1998 in response to historically high interest rates, compared to 198.9 billion won in 1997, the year controls were lifted, and the 20 billion won in 1996. Bond purchases by foreigners this year to the end of April amounted to 431 billion won, high by historical standards   but evidence that investors have pulled back as interests rates have fallen to the 6 percent to 8 percent level, redirecting attention on equities.

"I feel the stock market is very bullish now, there's been a lot of foreign buying" said Kim, Han-suk,  a broker for Hyundai Securities in Seoul who has a foreign clientele composed of institutional clients throughout the Asia-Pacific region. "Over the last three months, foreign activity was quite strong. In fact  the market was led on some days by   foreign investors who were followed by domestic investors."

Where are the major investors located and what kind of stocks are they buying? Information from the  Financial Supervisory Service (FSS) for the April indicates that the  greatest amount of trading activity came from the United States which accounted for 1,367.6 billion won worth of purchases, and 992.3 billion  worth of sales for a net amount of purchases equaling 375.3 billion  won during April 1999. Investors in the United Kingdom ranked second, accounting for 652.9 billion won worth of purchases in April, 523.6 billion won worth of sales, for net purchases of 129.3 billion. Other significant investors were located in Luxemburg, Malaysia, Ireland, Japan, and the Netherlands.

Going for the Major Caps

FSS information for 1998 reveals an overwhelming preference by foreign investors for the securities of the towering giants of Korean business and industry. Heading the list with net buys of 58.78 million   shares is the stock of KEPCO, the national power generating company, followed by major semiconductor producer, Samsung Electronics, with 50.53 million net share purchases, and Daewoo Heavy Industries with 11.79 million net purchases.

Other major net buys were stock  of Samsung Heavy Industries, Housing and Commercial Bank and Korea Export Bank. Topping the net sell list with 15.21 million shares disposed off was Cho Hung Bank, followed by Commercial Bank with 27  million shares disposed of. Other major net sells included the shares of Korean Airlines and Hyundai Electronics. Given the preference by international investors for blue chip Korean stocks, it is worthy of note that a $2.5 billion Korea Telecom ADR (American Depository Receipt) issue that went on sale in late May was oversubscribed to by U.S. investors four-fold. "Because of long-term considerations, institutional investors are focussing on the  top ten capitalized stocks," said Mr. Kim. He also noted that large institutional clients prefer the major capitalized stocks "because they want to chase the index,  to follow it." He said while small to medium management funds will look for individual companies with good potential, the strategy of the larger companies is different. "They can't  follow individual stocks, but if they buy the large caps, they can chase the KOSPI. If the index moves up, that's what they'll buy."

The resurgence of investor interest both foreign and domestic in the Korean  market has prompted overseas investment of another sort in this sector of the economy: a wave of acquisitions in the local securities industry. Last  year, international investor George Soros bought Seoul Securities,  a move which was followed by  Good Morning Securities, formerly Ssangyong Investment Securities, coming under the complete control of foreign shareholders which included H&QAP, California Pension Fund and Singapore Investment Agency.

In April, Daewoo Securities announced the sale of more than 50 percent of the equity of its investment management advisory unit  to Scudder Kemp Investments of the United States. In June this year,   British investment institution Regent  Pacific Group announced its intention to increase its holdings in  Daeyu Regent Securities to 55 percent by buying out the 22 percent stake of Daeyu Trading, effectively gaining management control of  the company. On a recent visit to Korea, Regent Pacific chairman James Mellon unveiled a plan to invest $1 billion in the local establishment of a integrated financial  service group by March 2000. Observers of the Korean economy have often cited the KSE as an underperforming market, a victim  of eroded corporate profits as captains of industry have preferred capital formation and market share   to profitability. "I'm hopeful the  crisis and the IMF control will break this pattern; it's like a cloud with a   silver lining," said Mr. Park. "We now have a chance to get out whereas before it was impossible."

by Charles Duerden


 

Foreign direct investment into Korea topped $811 million in April, the fourth straight month in 1999 during which the volume of inbound capital has exceeded its counterpart in the year previous.

The FDI tally for April represents a 11.8 percent  increase over the $727 million recorded in March, and a 43.3 percent increase over the $566 million induced in April of 1998. Furthermore, April's  totals bring the total FDI for the year to $2,815, a 147 percent increase over the $1,138 million achieved from January to the end of April 1998.

Major foreign direct investments in April include Commerzbank of Germany's $217 million increase in capital participation in Korea Exchange Bank; the $86 million increase in capital participation by Air Liquide International of France in its subsidiary, Air Liquide  Service Korea; the $60 million worth of new investment by ITW Holdings Inc. of the United States in IW Special  Film; and the $20 million capital increase participation by  QE International of Malaysia in Seoul Securities.

April's FDI involved 142 "committed" cases, i.e. foreign investor's notification to the government to invest. The figure represents a 32.7 percent increase over the  number of such cases so notified in April 1998, but a 0.7 decrease in comparison to March 1999's 143 cases. January to April, there were 533 committed cases, a 28.4 percent increase over the 415 recorded in the same period last year.

Of particular note in the nature of January/April FDI is the increased amount from corporations based in the countries of the European Union. Total EU-based investment for the period amounted to $1,199 million, a 331.3 percent increase over the $278 million recorded in 1998. Investments from Belgian and German corporations have especially increased, amounting to $437 million and $321 million for the period, respectively.

Investment from the United States also grew significantly January/April, increasing to $858 million from $484 million in 1998. Japanese investment, on the other hand, fell 28.1 percent to $184 million from $256 million.

The January/April figures point to another change in the composition of FDI in Korea: the declining importance of merger and acquisition as a form of investment. Some $472 million, or 16.8 percent, of the $2,815 million period total was accounted for the acquisition of outstanding stocks. This compares with $494 million, or 43.4 percent of the total FDI recorded from January to April in 1998.

The Ministry of Finance and Economy has cited the  reason for this development as the improved economy enabling domestic corporations to invite the participation of foreign investors through new or increased investments rather than just selling off the company.


A Q&A on the Company Establishment

Q.

How can a foreign bank establish a branch office in Korea?

A branch office of a foreign bank has to be authorized by the Minister of Finance and Economy upon recommendation from the Financial Supervisory Service.

Procedures for the Establishment of Branch Offices
  • Letter of intent for the establishment of a foreign bank has to be drawn up and submitted to the Financial Supervisory Service and Ministry of Finance and Economy.
  • The foreign bank, after receiving the authorization of the letter of intent, should submit it to the Financial Supervisory Service along with relevant documentation including the 'Application form for the authorization of establishment of branch office'
  • The Financial Supervisory Service shall attach its reviewed findings and send the application form for authorization to the Ministry of Finance and Economy.
  • Ministry of Finance and Economy will make the final decision regarding the authorization and inform the applicant.
  • In most cases, authorization is given based on the reviewed findings of Financial Supervisory Service so it is basically a matter to be decided by the service.
Documents required in filing the application for the letter of intent for the establishment of a foreign bank
  • Basic introductory information regarding the financial institution making the application;
  • Its equity capital ratio based on BIS requirements for the past  three years and its details;
  • The business status of the institution for the past three years
Documents required in applying for the authorization of  the establishment of a branch office
  • Application form for the establishment of a branch office and appended papers;
  • Papers authenticating that the person who has signed as the representative of the financial institution making the application is actually the person authorized to do so;
  • Articles of association;
  • Papers verifying that the establishment of an office in Korea is not against the articles of association of the financial institution making the application and in case authorization from the supervising authorities is required, a copy of such papers;
  • Operation plans for the branch office (Form 5)
  • Memorandum pledging to abide by the ordinances of the Republic of Korea, government related authorities, orders and instructions from the Financial Supervisory Service as well as by the matters agreed to by financial institutions in business activities in the Republic of Korea; and,
  • The signature and authority of the person who will be the representative of the office to be established as well as an official letter of attorney indicating such authority and his or her curriculum vitae.
Reference
  • The application form should be filed in both English and Korean
  • The application form and appended papers must be notarized by a notary public and appended papers must be validated by the consulate of the institution in question.

Q.

What is the procedure for the dissolution of a corporation and establishment of a new corporation?

Regarding the dissolution of a corporation, the following are involved:
1. Appointment of a liquidator and registration: In general, only the chairman of the board of directors may be appointed as the liquidator. Registration should be filed with the registry office complete with the certificate of the seal impression and minutes of the board of directors' meeting.
2. Newspaper announcement: The liquidation should be announced in a daily newspaper.
3. Registration of dissolution: After the lapse of two months following the newspaper announcement, a copy of the newspaper announcement must be filed  with the registry office in order to complete the registration of dissolution provided that there is no objection from creditors of the company.
4. Presentation of the liquidation balance sheet: After wrapping up the liquidation affairs, a report on the settlement of accounts must be drawn up, authorization must be given by the shareholders' meeting, the liquidation balance sheet must be drawn up, a report with the tax office has to be filed.
 
Regarding the establishment of a new corporation:
 
1. Presentation of the notification report of foreign investment: In order to set up a new corporation, a notification report of foreign investment by means of the acquisition of new stocks has to be filed. Since part of this capital is part of the assets  remaining from the liquidation of the old corporation, documents (liquidation balance sheet certified by the tax office, etc.) that may verify this fact must be appended.
2. Establishment of a new corporation: complete with documents required in the establishment of a corporation, the application for the registration of the establishment of a corporation should be filed with the registry office.

Q.

What is the procedure for establishing a corporation after liquidating the branch office?

First, the existing branch office has to be shut down before going through the liquidation procedure. In general, an accounting firm will handle the matter. Liquidation procedure refers to the procedure of deducting taxes, etc. after the asset evaluation and summarizing the value of the remaining assets.
In establishing a new corporation after liquidating the branch office, in many cases, the assets from the shutdown branch office are transferred as assets of the new corporation after being evaluated. As a  result, the longer the liquidation process of the  existing branch office, the longer it will take for the new corporation to be established.

The liquidation period for the existing branch office may vary according to the scale and type of business of the branch office. In order to reduce the amount of time required in the liquidation process, the alternative is to establish a new, separate corporation and take over the assets that remain from the liquidation.

Q.

What is the difference between establishing a branch office and a corporation?

The establishment of a corporation reprents a direct investment on the part of foreigners. KISC will act as the agency and assist in all administrative procedures starting from the notification of investment to the registration of the corporation. Upon request from the foreign investor, KISC can also recommend a competent judicial agent.

A branch office is basically a part of the foreign  corporation whereas an invested corporation is classified as a domestic corporation. As a result, the accounting and settlement of accounts for a branch office is handled in conjunction with the head office.

Accounting and settlement of accounts for an  invested company is handled separately from the parent company since it is regarded as a domestic corporation.

Q.

In establishing a corporation, is a certificate bearing  a seal impression issued in Japan valid?

In establishing a corporation, a certificate bearing the impression of a seal issued in Japan may be used in drawing up the minutes of the inaugural general assembly, minutes for the board of directors meeting and acceptance letter of inauguration and other matters that require a seal. There is no need to register the seal separately in Korea.

Q.

What are the expenses required for the establishment of a corporation and notification of investment?

Taxes to be paid in establishment of a corporation:
Registration tax:
For companies whose head office is located outside Seoul, the registration tax to be paid to the district office in the jurisdiction is 0.4 percent of the paid-in capital. However, a company whose head office is located in Seoul shall be required to pay an imposition three times the above amount.
Education tax:
Twenty percent of the registration tax.  
Others:
Notary fees : approximately 150,000 won  
Purchase of bonds: 0.1 percent of paid-in capital
* Expenses required when investing 50 million won in Seoul
Registration tax:
50,000,000 (capital) x 0.4% x 3= 600,000 won
Educational tax:
600,000 (registration tax) x 20%=120,000 won
Purchase of bonds:
50,000,000 (capital) x 0.1% =50,000 won
Total:
In addition to 777,000 won, commission for the   judicial agent, an expense for the seal and a registration fee (10,000 won) will be additionally required.

Notification of investment and capital Increase
No additional expenses are required in filing the notification of investment. In increasing the capital, the amount similar to the establishment of a new company will be required.

Expense required for terminating the original corporation
There is no extra expense other than to pay the arrears of taxes.