계약서/영문의견서

MEMORANDUM

Date: December 13. 2018 To: Client From: Lawyer

Re: Establishment of Joint Venture Company

The purpose of this memorandum is 10 advise on the information and documents required in order to establish a joint venture company in Korea "NewCo". Broadly speaking, the establishment of NewCo is accomplished in two basic steps:

(a) Government approval process, namely, obtaining approval for the foreign investment under the Foreign Investment Promotion Act("FIPA"), and

(b) Incorporation process, namely, registration of NewCo by following the incorporation procedures set forth in the Korean Commercial Code ("KCC").

Each step is explained below.

A. Foreign Investment Approval Prior to establishment of a corporation by a foreign party, an application for approval for the foreign investment must be made pursuant to FIPA. In that regard, the government has delegated approval authority to certain designated foreign exchange banks pursuant to FIPA.

The designated banks are both Korean banks and Korean branches of foreign banks and a Foreign investor may select any of them.

The documentation required for the application for foreign investment approval is as follows:

(1) An Application in a prescribed form containing general information on the NewCo and each foreign investor (i.e., ABC Inc. and EFG Corporation). We will prepare the pplication form in Korean, subject to your provision of the following informanon about