<PAGE>
  AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2006
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                   FORM 20-F/A
                                 AMENDMENT NO. 1


         |_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                                       OR
            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM TO
                                       OR
           |_| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT

                        COMMISSION FILE NUMBER 001-15012


                               ------------------

                            HANAROTELECOMCHUSHIKHOESA
             (Exact name of Registrant as specified in its charter)

                           HANAROTELECOM INCORPORATED
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                              THE REPUBLIC OF KOREA
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                17-7 YEOUIDO-DONG
                         YEONGDEUNGPO-GU, SEOUL 150-874
                                      KOREA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


         Securities registered or to be registered pursuant to Section 12(b) of
the Act: None

         Securities registered or to be registered pursuant to Section 12(g) of
the Act:

       TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED

Common shares, par value
Won 5,000 per share.......... .                  The KRX KOSDAQ Market

American depositary shares, each
of which represents one common
share..................                        The NASDAQ National Market


        Securities for which there is a reporting obligation pursuant to
                         Section 15(d) of the Act: None


         Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report:

         As of December 31, 2005, 462,135,180 common shares were issued and
outstanding.

         Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

                                 Yes [X] No |_|

         If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.

                                 Yes |_| No [X]

         Note -- Checking the box above will not relieve any registrant required
to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 from their obligations under those Sections.

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                                 Yes [X] No |_|

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

   Large accelerated filer [X] Accelerated filer |_| Non-accelerated filer |_|

         Indicate by check mark which financial statement item the registrant
has elected to follow:

                             Item 17 |_| Item 18 [X]

         If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

                                 Yes |_| No [X]


================================================================================

<PAGE>


44

                                TABLE OF CONTENTS


                                                                            PAGE
Explanatory Note................................................               4

Item 6. Directors, Senior Management and Employees..............               5

Item 10. Additional Information.................................              16





                                       3

<PAGE>


                                EXPLANATORY NOTE

         We are filing this Form 20-F/A to disclose certain home country
corporate governance practices that we have adopted in lieu of the comparable
NASDAQ requirements under NASDAQ Marketplace Rule 4350(a)(1) and to further
clarify some of the disclosure relating to our corporate governance practices
and compensation of directors and senior management.



                                       4

<PAGE>


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

A.   DIRECTORS AND SENIOR MANAGEMENT

         The following table sets out our directors, their age, their position
on the board and audit committee and the shareholder, if any, who nominated
them.

 <TABLE>
 <CAPTION>
        NAME                 AGE                   POSITION                         NOMINATED BY
---------------------   --------------- ----------------------------  -------------------------------------

<S>                 <C>                 <C>                           <C>
Byung-Moo Park.......44                 Representative Director and
                                          Chief Executive Officer
Wilfried Kaffenberger61                 Non-standing Director         AIG Asian Infrastructure Fund II
David Yeung..........56                 Non-standing Director         AIG Asian Opportunity Fund
Paul Chen............41                 Outside Director              Outside Director Candidate Nominating
                                                                         Committee
Varun Bery...........48                 Outside Director              Outside Director Candidate Nominating
                                                                         Committee
Sung Kyou Park.......67                 Outside Director & Chairman   Outside Director Candidate Nominating
                                          of Audit Committee             Committee
Sun Woo Kim..........65                 Outside Director & Member of  Outside Director Candidate Nominating
                                          Audit Committee                Committee
Steven J. Schneider..47                 Outside Director              Outside Director Candidate Nominating
                                                                         Committee
Afshin Mohebbi.......43                 Outside Director              Outside Director Candidate Nominating
                                                                         Committee
Peter Whang..........39                 Non-standing Director &       AIG Asian Infrastructure Fund II
                                        Member of Audit Committee
</TABLE>


         BYUNG-MOO PARK was appointed as Representative Director on March 24,
2006 and prior to that served as our outside Director since November 2003. Since
2003, he has served as a managing director of Newbridge Capital Korea Ltd. Prior
to joining Newbridge, he served as Chief Executive Officer of PLENUS
Entertainment Inc. Prior to that, he was a partner in the law firm of Kim &
Chang in Korea. Mr. Park is a graduate of the College and the Graduate School of
Law at Seoul National University and received his masters in business
administration from Yonsei University and an LL.M. from Harvard Law School. Mr.
Park is a member of the Korean and New York Bar Associations.

         WILFRIED KAFFENBERGER has served as our non-standing Director since
November 2003. He is currently serving as Managing Director of Emerging Markets
Partnership and as Chief Executive Officer of AIG Asian Infrastructure Fund II.
Prior to joining Emerging Markets Partnership, he was with International Finance
Corporation for over 25 years in various capacities, including as a Vice
President Investment Operations. Mr. Kaffenberger received a bachelor of science
in chemical engineering from Princeton University in 1966 and masters in
business administration from Harvard Graduate School of Business in 1968.

         DAVID YEUNG has served as our non-standing Director since November
2003. He is currently serving as Head of AIG's infrastructure investments in
developing markets and as Managing Director of AIG Global Investment Corp in
Hong Kong. Prior to joining AIG in Hong Kong in 1995, Mr. Yeung was with Bell
Canada Enterprise and Northern Telecom managing telecom and technology
investments in North America. Mr. Yeung received a bachelor of science from
Indiana University in 1972 and masters in business administration from The
Graduate School of Business, University of Chicago in 1974. He is a U.S.
certified public accountant as well as a Canadian chartered accountant.

         PAUL CHEN has served as our outside Director since November 2003. He is
currently a Managing Director of Newbridge Capital based in Hong Kong. Mr. Chen
played a key role in Newbridge's investments in hanarotelecom and Korea First
Bank and currently serves as a




                                       5
<PAGE>

member of our Director and Compensation Committee and as a Director and Audit
Committee member of Korea First Bank. Prior to joining Newbridge in 1996, Mr.
Chen worked in the investment banking division at Morgan Stanley & Co. in New
York and Hong Kong as well as Bankers Trust Company in New York. Mr. Chen has a
bachelor of science in applied economics and business management from Cornell
University and masters in business administration from Harvard Business School.

         VARUN BERY has served as our outside Director since March 2004. In
April 1998, he co-founded, and has since served as a managing director of TVG.
From May 1995 until March 1998, he served as a Director of the Telecom Group at
the Asian Infrastructure Fund. From September 1992 until May 1995, he served as
a Director of the Telecom Investment Banking Division at Credit Suisse First
Boston. From September 1985 until August 1992, he was a management consultant
with McKinsey & Co. in New York and Tokyo. Mr. Bery received a bachelor of arts
from Yale University in 1981 and a masters in business administration from
Harvard University.

         SUNG KYOU PARK has served as our outside Director and chairman of our
audit committee since March 2000. From 1987 until 1995, he served as President
of Daewoo Telecom. From 1995 until 1997, he served as Chairman and Chief
Executive Officer of Daewoo Telecom. From 1998 until 1999, he served as Chairman
and Chief Executive Officer of Daewoo Maghreb S.A. From 1996 until 1998, Dr.
Park served as Chairman of the Telecommunications Industry Association of Korea.
He has a bachelor of electronics engineering from MIT. He also received masters
in electronics engineering from Northeastern University in 1966 and a Ph.D. in
electronics engineering from the University of Texas at Austin in 1971.

         SUN WOO KIM has served as our outside Director and member of our audit
committee since March 2003. Since May 2004, he has served as a chairman of the
board of directors of Korea Digital Satellite Broadcasting. From 2000 until
2003, he served as a director of Korea Broadcasting System. He has been a member
of the Advisory Council on Democratic and Peaceful Unification since 1997. From
1992 until 1999, he served as an Executive Director of Busan Daily. Mr. Kim
received a bachelor of arts in political science from the Seoul National
University in 1965 and masters in business administration from Dankook
University in 1983.

         STEVEN J. SCHNEIDER has served as our outside Director since March
2006. He earned a bachelor of arts in business administration from Grove City
College. From 2001 until 2005, he served as Chairman and CEO of GE China, and
from 2005, also served as CEO of GE Asia-Pacific. Since November 2005, he has
been a Managing Director of Newbridge Capital.

         AFSHIN MOHEBBI has served as our outside Director since March 2006. He
received his masters in business administration from University of California
Irvine and has been serving as President and Chief Operating Officer of Qwest
Communications International Inc. since 1999. He is currently a member of the
board of directors of BearingPoint, Inc.

         PETER WHANG has served as our Director and a member of our audit
committee since March 2006. He received a masters in business administration
from the University of Chicago. He worked at the Chairman's Office of LG Group
before serving as Representative Director of AIGGIC Korea. Although Mr. Whang
does not meet the NASDAQ requirements for outside



                                       6
<PAGE>

(independent) directors, he satisfies the requirements for audit committee
members under the Korean Securities and Exchange Act. Accordingly, as a person
specially related to the largest shareholder (AIF II NT), he was appointed as a
non-standing Director who serves as a member of our audit committee.

         The following table sets out information on our principal senior
executive officers who are not members of the board of directors.

 <TABLE>
 <CAPTION>

           NAME                 AGE                                   POSITION
--------------------------   ---------- --------------------------------------------------------------
<S>                          <C>        <C>
Jin Ha Kim................   50         Senior Executive Vice President and Chief Technology Officer
Dominic A. Gomez..........   51         Senior Executive Vice President and Chief Operating Officer
Soon Man Hong.............   47         Senior Executive Vice President and Head of the Convergence
                                        Headquarters
Eric Choi.................   49         Senior Executive Vice President and  Head of the Sales Channel
                                        Management Headquarters
Mark D. Pitchford.........   42         Executive Vice President and Chief Marketing Officer
Janice Lee................   44         Senior Executive Vice President and Chief Financial Officer
Matt Lee .................   48         Executive Vice President and Chief Business Officer
Kyu Shik Shin ............   49         Executive Vice President and Head of the Corporate Business
                                        Headquarters
Chong Hoon Park...........   41         Executive Vice President and Head of the External
                                        Collaboration/Strategy Headquarters
Young Bo Chang............   47         Senior Vice President
Geon Jun Park.............   48         Senior Vice President
Sang Hwan Oh..............   48         Senior Vice President
Seok Ho Lee...............   52         Senior Vice President
Myong Heon Choi...........   48         Senior Vice President
Sang Jin Jeun.............   41         Senior Vice President
Marshall J. Cochrane......   63         Senior Vice President and Chief Procurement Officer
Kyoung Yu Min.............   46         Senior Vice President
Yeon Ho Kim...............   42         Senior Vice President
Myung Joo Ko..............   42         Senior Vice President
Baeky Rhee................   45         Senior Vice President
</TABLE>


         JIN HA KIM has served as our Senior Executive Vice President and Chief
Technology Officer since January 2006. Mr. Kim joined us in December 1997 as
Executive Vice President, Head of Network Facility Unit and served in such role
until November 2003. Before joining us, he served as Director at Dacom from July
1997 and various other roles at Dacom before then.

         DOMINIC A. GOMEZ has served as our Senior Executive Vice President and
Chief Operating Officer since May 2005. Mr. Gomez previously served as an
Executive Vice President at Lantern Communications from 2002 to 2004 and Chief
Operating Officer at EdgeNet Communications from 2000 to 2002. He received a
bachelor of public administration in 1977 from University of Southern California
and completed PMD Business Administration at Harvard University.

         SOON MAN HONG has served as our Senior Executive Vice President and
Head of the Convergence Headquarters since April 2006. He was appointed as an
Executive Vice President on February 1, 2006, promoted from the Head of the
Marketing Headquarters to a Senior Executive Vice President on April 17, 2006
and appointed as Head of the Convergence Headquarters on April 30, 2006. He
received a bachelor of science in aerospace engineering from Seoul National
University and a masters of business administration from the Helsinki School of
Economics and Business Administration. Mr. Hong served as Deputy Senior Manager
of the PC Business Department of IBM Korea, Senior Vice President of the
Enterprise Computing Group of Compaq Korea between 1998 and 2002, Senior Vice
President of the Enterprise Solution Group of HP





                                       7
<PAGE>

Korea between June 2002 and December 2002 and Representative Director of Cybase
Korea from February 2003 until he joined us.

         ERIC CHOI has served as our Senior Executive Vice President and Head of
the Sales Channel Management Headquarters since January 2006. He was appointed
on January 1, 2006. He served as President & CEO of SAP Korea from 2000 until
2002, President & CEO of webMethods Korea from 2003 until 2005 and President of
Siebel Systems Korea in 2005.

         MARK D. PITCHFORD has served as our Executive Vice President and Chief
Marketing Officer since May 2006. He received a masters in business
administration from Santa Clara University. He served as Vice President of
Consumer Marketing at Pacific Bell from 1984 to 1997, Vice President of Consumer
Marketing at SBC Communications, Inc. from 1997 to 1999 and Senior Vice
President of Marketing at Qwest from 1999 to 2005. He served as our
International Sales & Marketing Consultant from 2005 to April 2006, when he was
promoted to Head of the Marketing Headquarters of hanarotelecom.

         JANICE LEE has served as our Senior Executive Vice President since
January 2006 and Chief Financial Officer since May 2004. From December 1998
until May 2004, she served as Chief Financial Officer and Financial Projects
Manager of Volvo Construction Machinery Korea. From 1993 until November 1998,
she served as Financial Controller at Daewoo Heavy Industries America. Ms. Lee
received a bachelor of arts in English from Ewha Womans University in 1983,
masters in finance from Ohio State University in 1986, masters in accounting
from Cleveland State University in 1990 and executive masters in business
administration from the University of Chicago in 2003.

         MATT LEE has served as our Executive Vice President since January 2006
and Chief Business Officer since January 2005. He previously served as Vice
President of Nokia Networks, Managing Director of Excel Tech, General Manager of
Hyundai Electronics, and Member of Technical Staff in AT&T Bell Laboratories.
Mr. Lee received a bachelor of arts in mathematics in 1984, masters in
mathematics in 1985 and masters in statistics in 1986 from the University of
Illinois, Urbana-Champaign.

         KYU SHIK SHIN has served as a Executive Vice President and the Head of
Corporate Business Headquarters of hanarotelecom since January 2006. From 1985
to 2003, he served 10 years in IBM, 9 years in COMPAQ and HP as an Enterprise
sales director. Mr. Shin received a bachelor of food technology from Seoul
National University in 1981.

         CHONG HOON PARK has served as an Executive Vice President and the Head
of External Collaboration/Strategy Headquarters at hanarotelecom since January
2006. From June 1999 to December 2004, Mr. Park served as a Research Fellow of
Telecom Policy Division at KISDI. He received a bachelor of economics and
mathematics from University of Wisconsin at Madison, an MBA from George
Washington University and a Ph.D. in economics from Northwestern University.

         YOUNG BO CHANG has served as a Senior Vice President and the Head of
the Financial Management Unit of hanarotelecom since January 2005. From February
2004 to December 2004, he served as the Vice President and Head of the Investor
Relations team. Mr. Chang previously



                                       8
<PAGE>

served as a Senior Director at Jardine Fleming Securities from 1995 to 2000 and
as a Vice President at JPMorgan from 2000. He received a bachelor of political
and diplomatic science at Yonsei University in Korea and MBA from the Kellogg
School of Management of Northwestern University in 1986.

         GEON JUN PARK has served as our Senior Vice President and the Head of
Network Operation Unit since March 2004. From December 1992 to October 1997, he
served as Director of Network Cable Planning of Dacom. Mr. Park received a
bachelor of electronic engineering from Ah-ju University in 1983.

         SANG HWAN OH has served as a Senior Vice President and the Head of the
Business Alliance Unit (Vice President) since January 2005. He served as a
Senior Manager of the Mass Marketing Division of Dacom before joining
hanarotelecom as the Head of the Honam Branch Office in 2005. He was promoted to
Senior Vice President on January 1, 2006. He became the Head of the Business
Alliance Unit in March 2006.

         SEOK HO LEE has served as a Senior Vice President and the Head of the
Busan Branch Office since January 2006. He was promoted from Vice President to
Senior Vice President on January 1, 2006. He worked at the Corporate Business
Headquarters of Dacom before becoming the Head of the Busan Branch Office of
hanarotelecom in December 2003.

         MYUNG HEON CHOI has served as a Senior Vice President and the Head of
the Choongchung Branch Office since January 2006. He was promoted from Vice
President to Senior Vice President on January 1, 2006. He worked at the Local
Network Facility Headquarters of Dacom before joining hanarotelecom as the Head
of the Choongchung Branch Office in December 2003.

         SANG JIN JEUN has served as a Senior Vice President and the Head of the
Communications Unit since January 2006. He was appointed on January 1, 2006. He
received a bachelor of arts in government and international affairs from
Augustana College in 1989 and a master of arts in East Asian studies from
University of Illinois at Urbana-Champaign in 1991. From October 2005 to January
2006, he served as head of the Internal Communications of SC First Bank.

         MARSHALL J. COCHRANE has served as a Senior Vice President and Chief
Procurement Officer since February 2006. He was appointed on February 27, 2006.
He received a bachelor of arts in sociology from United States International
University and a masters in industrial administration from Carnegie Mellon
University. He has served as Vice President of Pac Tel-SBC Corp and Chief
Procurement Officer of Cochrane Consulting Services.

         KYUNG YU MIN has served as a Senior Vice President and the Head of the
Kyungbuk Branch Office of hanarotelecom since April 2006. He served as the Head
of the Leased Line Team Facilities Part at Dacom prior to joining hanarotelecom
as the Head of the Product Planning Unit (Vice President) in 2005. He was
promoted to the Head of the Kyungbuk Branch Office (Senior Vice President) on
April 17, 2006.

         YEON HO KIM has served as a Senior Vice President and the Head of the
Kangnam Branch Office since April 2006. He worked at the SI Headquarters of
Samsung SDS before joining





                                       9
<PAGE>

hanarotelecom as the Head of the Business Development 1 Team (Vice President)
under the Business Development Unit on February 14, 2005. After working as the
Head of the Information and Technology Unit (Senior Vice President), he became
the Head of the Kangnam Branch Office (Senior Vice President) on April 17, 2006.

         MYUNG JU KO has served as a Senior Vice President and the Head of the
Human Resources Headquarters Unit since April 2006. He received a bachelor of
arts in archaeology and art history from Seoul National University. He worked at
Daewoo Motor, Hungkuk Life Insurance, Daehan Synthetic Fiber and Sehwa Girls'
High School. On April 1, 2006, he joined hanarotelecom as the Head of the Human
Resources Headquarters Unit (Senior Vice President).

         BAEKY RHEE has served as a Senior Vice President and an Executive Vice
President of Hanaro T&I, Inc. since April 2006. He received a bachelor of
engineering from Inha University and a master of arts from the Graduate School
of Business Administration of Ajou University. He served as a partner of PWC
Consulting, general manager of Customer Relationship Management at Locus
Technologies and general manager of telemarketing at AIG Life Insurance. On
April 24, 2006, he became a Senior Vice President of hanarotelecom and an
Executive Vice President of Hanaro T & I, an affiliate of hanarotelecom.

         There are no family relationships between our directors and officers.

         The board of directors and executive officers may be contacted through
our headquarters at hanarotelecom incorporated., 17-7 Yeouido-dong,
Yeongdeungpo-gu, Seoul 150-874, Korea.

B.   COMPENSATION

         At the annual general meeting, shareholders approved Won 2.0 billion as
the maximum aggregate amount of compensation for our directors and audit
committee members for 2005, out of which we actually paid an aggregate of Won
1.88 billion, including retirement and severance benefits, to our directors and
audit committee members during 2005. Of this amount, Won 1.79 billion was paid
to directors and outside directors and Won 0.08 billion was paid to our audit
committee members in 2005. In particular, the amount paid to directors and
outside directors includes executive compensation for Dr. Yoon Chang-bun, our
former Representative Director who resigned on August 12, 2005.

         From January 1, 2005 to March 31, 2006, a total of 5,260,000 stock
options were granted to our directors and executive officers under our stock
option plan. During the same period, a total of 4,167,562 stock options were
cancelled, which includes 4,041,912 stock options granted to our directors and
executive officers and 125,650 stock options granted to our employees. As of
April 30, 2006, we have outstanding stock options to purchase a total of
22,586,481 common shares.

C.   BOARD PRACTICES

         BOARD OF DIRECTORS

         General. The board of directors has the ultimate responsibility for the
administration of the affairs of hanarotelecom. Under the Korean Commercial Code
and our Articles of Incorporation, directors serve a three-year term but if the
term ends prior to the date of the ordinary






                                       10
<PAGE>

general meeting of shareholders in the last fiscal year of their term, the term
will be extended until the close of the ordinary general meeting of
shareholders. Our Articles of Incorporation provide for a board of directors
consisting of up to 15 directors in total, but our board of directors is
currently comprised of ten directors. Our Articles of Incorporation further
provide that any person who is employed by a company that conducts business in
Korea that is in competition with our business objectives or a company belonging
to the same group of companies as such competitor company pursuant to the
Monopoly Regulation and Fair Trade Act, cannot be a director of hanarotelecom
and any existing director (including those who were appointed prior to the
amendments to the Articles of Incorporation) shall immediately lose his or her
directorship if the foregoing restriction becomes applicable. The directors are
elected at the general meetings of shareholders by a majority of the vote of the
shareholders present or represented, subject to such majority equaling at least
one-quarter of all issued and outstanding shares with voting rights.

         NASDAQ Rule 4350(c)(4) requires director nominees either be selected,
or recommended for the board's selection, either by (i) a majority of the
independent directors, or (ii) a nominations committee comprised solely of
independent directors. Consistent with the general practice adopted by Korean
companies, however, director candidates to be elected at the general meetings of
shareholders are generally nominated by our board of directors. In addition, in
accordance with the requirement under the Korean Securities and Exchange Act
applicable to companies with total assets of KRW 2 trillion or more as of the
end of the most recent financial year and listed on the KRX Stock Market or the
KRX KOSDAQ Market (such as us), our Articles of Incorporation provides that our
outside directors be elected from among individuals nominated by the Outside
Director Candidate Nomination Committee. At least one-half of the members of the
Outside Director Candidate Nomination Committee must be comprised of outside
directors.

         Notwithstanding the foregoing, certain shareholders may, subject to
satisfaction of certain conditions set forth in the Korean Securities and
Exchange Act and the Korean Commercial Code, submit a proposal to the board of
directors to include the shareholder's nominee as candidate for director to be
elected at the general meetings of shareholders. Under the Korean Commercial
Code, the board of directors must include such shareholder candidate for
election at the general meetings of shareholders as long as the process and
substance of such proposal does not violate applicable law and the articles of
incorporation of the company. Our Articles of Incorporation expressly provides
that the shareholders may exercise their right to propose candidates for
directors as provided under the Korean Commercial Code, the Korean Securities
and Exchange Act, and other applicable laws and regulations.

         Shareholders' Agreement. Our major shareholders that form the
investment consortium led by AIG, Newbridge and TVG are parties to a
shareholders' agreement governing the terms of their investments in us. See
"Item 7.A. Major Shareholders" for more information with respect to the
beneficial ownership of our common shares by the major shareholders. Wilfried
Kaffenberger, David Yeung, Paul Chen, Varun Bery, Steven J. Schneider, Afshin
Mohebbi and Peter Whang were nominated to the board of directors of
hanarotelecom pursuant to the terms of the agreement.

         Review of Related Party Transactions. In accordance with the Korean
Commercial Code, the board of directors approves all transactions that a
director, on his or her own behalf or on behalf of a third party, enters into
with us. Under the Korean Commercial Code and our board regulations, any
director that has a special interest with respect to the agenda of a board
meeting may not exercise his voting rights in such board meeting. Under the
recently amended Korean Securities and Exchange Act, we are prohibited from
lending money (or other equivalent assets) to, or providing security or
guaranteeing in favor of, any officers (including directors) or any majority






                                       11
<PAGE>

shareholders (including any of their specially related persons), except in
certain circumstances. The Korean Securities and Exchange Act also requires
transactions exceeding certain volume between us and (i) our largest shareholder
(including any of its specially related persons), or (ii) a specially related
person of us to be approved by the board of directors and to be reported at the
subsequent annual general meeting of shareholders. The Korean Commercial Code or
other relevant Korean law does not require related party transactions other than
those with directors, certain shareholders (including any of such shareholder's
specially related persons), and specially related persons of the company
referred to above to be approved by the board of directors or any of our
independent body. We follow these home country practices in lieu of the
requirements under NASDAQ Rule 4350(h), which require an appropriate review of
all related party transactions for potential conflict of interest situations on
an ongoing basis and that all such transactions be approved by the company's
audit committee or another independent body of the board of directors.

         Audit Committee. Under the Korean Securities and Exchange Act, we must
establish an audit committee instead of appointing a statutory internal auditor.
Our Articles of Incorporation and Audit Committee Regulations provide that the
Audit Committee, which must consist of three or more directors, and of which at
least two-thirds should be outside directors, is responsible for, among other
matters, examining internal transactions and potential conflicts of interest and
reviewing accounting and other relevant matters. The Audit Committee also has
the right to request the board of directors to convene a shareholders' meeting
by providing a document that sets forth the agenda and reasons.

         Our board of directors established the Audit Committee on March 17,
2000 in accordance with our Articles of Incorporation. Our Audit Committee
consists of three directors: Sung Kyu Park, Sun Woo Kim and Peter Whang. Mr.
Sung Kyou Park serves as the chairman of the Audit Committee.

         Remuneration Committee. We have a President Compensation Committee and
an Officers Compensation Committee. The President Compensation Committee is
composed of our outside directors, Varun Bery and Paul Chen, and our
non-standing directors, David Yeung and Wilfried Kaffenberger. David Yeung
serves as chairman of the four-member committee. The Officers Compensation
Committee is composed of our Representative Director Byung-Moo Park, outside
directors, Varun Bery and Paul Chen, and non-standing directors, David Yeung and
Wilfried Kaffenberger. David Yeung serves as chairman of the five-member
committee.

         NASDAQ Rule 4350(c)(3) provides that compensation of the executive
officers of the company be determined, or recommended to the Board for
determination, either by (i) a majority of the independent directors, or (ii) a
compensation committee comprised solely of independent directors and that the
chief executive officer may not be present during the voting or deliberations of
determination of his or her compensation. In lieu of such requirement, however,
we have adopted the Compensation Committee structure as described above, which
is consistent with Korean legal requirements. Under the Korean Commercial Code,
the shareholders determine compensation of our registered directors, except
otherwise specified in our Articles of Incorporation. It is generally understood
that shareholders may determine the maximum aggregate compensation of all
registered directors and may delegate to the board of directors the authority to
determine the compensation for each registered director within the maximum
aggregate amount determined by the shareholders. To our knowledge, this practice
is generally adopted by most listed companies in Korea. Consistent with
practices of most listed companies in Korea, our Articles of Incorporation
provides that the compensation for each registered director (including the chief
executive officer, who is the representative director, and other standing or
non-standing directors (including outside directors)) will be determined by the
board of directors subject to the




                                       12
<PAGE>

maximum aggregate compensation of all registered directors decided by the
shareholders at the general meeting of shareholders.

         Outside Directors. Our outside directors are appointed from among those
persons who do not have a special relationship with us that would interfere with
the exercise of their independent judgment. Our Articles of Incorporation
prohibit a person who does not have the qualifications under the Korean
Securities and Exchange Act or any other statutes from being appointed as an
outside director, and in the event that an outside director falls under one of
these categories, then he or she will be disqualified from office.

         Paul Chen, Varun Bery, Steven J. Schneider, Afshin Mohebbi, Sung Kyou
Park and Sun Woo Kim currently serve on the board of directors as outside
directors.

         For additional information on board practices, see "Item 6.A. Directors
and Senior Management."

D.   EMPLOYEES

         As of December 31, 2005, we had a total of 1,461 employees and an
additional 128 full-time employees employed on a contractual basis. The
following chart shows the number of permanent employees by functional areas.


<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                                            ------------------------------------------------
                                                            2003               2004               2005
                                                            -----              ----               ----
<S>                                                         <C>                <C>                <C>
Planning and management...........................                  169                258               171
Information technology............................                   54                 55                57
Marketing and sales...............................                  565                480               479
Network and engineering...........................                  647                684               711
Research and development..........................                   54                 55                43
                                                                  -----              ----               ----
         TOTAL
                                                                  1,489              1,532             1,461
                                                                 ======             ======            ======
</TABLE>



         We have a trade union, called "hanarotelecom Trade Union," which is a
member organization of the Federation of Korean Trade Union. Of the 1,199
employees who could apply for the union membership, 92.9% or 1,114 are members,
of which seven members are serving as full-time union members. We have not
experienced any work stoppages. We consider our relations with employees to be
good.

         As with most other Korean companies, our employees are granted wage
increases annually. In addition, we provide other benefits to our employees,
including subsidized housing, medical care and financial assistance with the
education of their children.

         In accordance with Korean labor laws, employees who terminate their
employment with more than one year of service are entitled to receive a lump sum
payment based on the length of their service and their rate of pay at the time
of leaving our employment. They do not receive a pension annuity from us.

         As of December 31, 2005, we have provided loans and guarantees to our
employees in the amount of Won 15.1 billion for the purchase of our common
shares through our employee stock




                                       13
<PAGE>

ownership association. The loans are secured by the shares purchased. As of May
31, 2006, we have also provided housing loans to our employees in the amount of
Won 8.6 billion, of which 1.45 billion was newly provided during 2005. These
loans are secured by accrued severance benefits of the borrowing employees. As
of May 31, 2006, we have not experienced any defaults under these loans. The
loans are provided as a benefit to our employees and are not required under
Korean law. Our officers and directors are not eligible for these loans.

         During 2005, we averaged 13 part-time employees at the end of each
month.

E.   SHARE OWNERSHIP

         No director or member of senior management beneficially owns 1.0% or
more of our shares on an individual basis.

         STOCK OPTION PLAN

         We may, by special resolution of the shareholders, grant stock options
to our officers and employees who have contributed or are qualified to
contribute to our establishment, management and technical innovation pursuant to
our Articles of Incorporation and the Korean Securities and Exchange Act
exercisable for up to an aggregate of 15% of our total number of issued and
outstanding share. Up to an aggregate of 1% of our total number of issued and
outstanding shares may be granted by resolution of the board of directors,
subject to shareholder approval. However, stock options may not be granted to
(1) our largest shareholder or its related parties, (2) any shareholder or its
related parties who owns, directly or indirectly, 10% or more of our outstanding
shares having voting rights or certificates of capital contribution of paid-in
capital, or (3) an officer or employee who becomes a major shareholder as
described in paragraph (2) above upon exercise of the stock option. With respect
to stock option grants, we follow the above requirements in lieu of NASDAQ Rule
4350(i)(1), which requires each issuer to obtain shareholder approval prior to
the issuance of certain designated securities except for certain exceptions.

         According to our Articles of Incorporation, the stock options are
exercisable for our common shares at an exercise price per share determined
according to relevant laws and regulations. The stock option must be exercised
within five years from the date on which the stock option may first be
exercised.

         The stock option may be cancelled by a resolution of our board of
directors (1) if the officer or employee holding the option resigns voluntarily
or is discharged from office; (2) if the officer or employee holding the option
by willful misconduct or by negligence inflicts substantial or material damage
to us, or (3) in the event of the occurrence of any cause for cancellation of
stock options specified in the stock option agreement between us and the officer
or employee.

         On March 1, 1999, we granted stock options to our then Director,
President and Chief Executive Officer, Mr. Yun-Sik Shin. Mr. Shin resigned from
his offices on March 28, 2003. Until his options are cancelled by a resolution
of our board of directors, Mr. Shin may exercise his options to purchase 50,000
shares of common shares at the price of Won 5,630 per share during the period
beginning on March 1, 2002 and ending February 27, 2007. On October 1, 1999, we
granted stock options to some of our directors, officers and statutory internal
auditor to purchase




                                       14
<PAGE>

120,000 shares of common shares at the price of Won 19,910 during the period
beginning on October 1, 2002 and ending on September 30, 2007. The exercise
price per share was set at the minimum price permitted under the working rules
of the Korean Securities and Exchange Act applicable at the time the options
were granted. Pursuant to the working rules of the Korean Securities and
Exchange Act, the formula for determining permissible price for the stock
options granted on March 1, 1999 and October 1, 1999 was the higher of (1) the
average of the closing prices of the common shares during a three month period
prior to the date of the special resolution of the shareholders granting the
stock option and (2) the par value of the common shares.

         On March 17, 2000, we granted 882 of our employees (including certain
directors and officers), employed by us as of December 31, 1999, stock options
to purchase a total of 1,771,566 common shares at a price of Won 17,750 per
share during the period beginning March 18, 2003 and ending March 17, 2008. We
allocated the stock options based on employee seniority and position. The
employees' exercise price per share was set at the minimum price permitted under
the amendment of the working rules of the Korean Securities and Exchange Act,
effective from March 15, 2000. Under the price formula currently in effect, the
option price per share shall be the higher of (1) the average of (x) the
weighted average of the closing prices of the common shares during a two-month
period immediately preceding the option granting date, (y) the weighted average
of the closing prices of the common shares during the one-month period
immediately preceding the option granting date, and (z) the weighted average of
closing prices of the common shares during the one week period immediately
preceding the option granting date, and (2) the par value of the common shares.

         No stock options were granted at the shareholders' meetings held in
2001, 2002 and 2003.

         On December 16, 2004, we granted 1,451 of our employees (including
certain directors and officers), employed by us as of October 25, 2004, stock
options to purchase a total of 19,772,890 common shares at a strike price
currently of Won 5,000 per share during the period beginning December 17, 2006
and ending December 16, 2011.

         On March 25, 2005, we granted seven of our officers stock options to
purchase a total of 610,000 common shares at a price of Won 5,000 per share
during the period beginning March 26, 2007 and ending March 25, 2012.

         On February 27, 2006, we cancelled stock options granted to 13 former
and current officers (including Senior Executive Vice President Janice Lee) to
purchase a total of 1.9 million common shares (following a voluntary surrender
of such options by the holders), and on March 8, 2006 we cancelled stock options
granted to seven officers (including then Chairman and CEO Soon Yub Kwon) to
purchase a total of 2.13 million common shares (following a voluntary surrender
of such options by the holders). On March 24, 2006, we granted seven of our
officers (including Senior Executive Vice President Janice Lee) stock options to
purchase a total of 4.65 million common shares. The exercise price is Won 5,000,
and the exercise period is from March 25, 2008 to March 24, 2013.

         As of April 30, 2006, we have outstanding stock options to purchase a
total of 22,586,481 common shares.



                                       15
<PAGE>

         STOCK OWNERSHIP ASSOCIATION

         An employee stock ownership association under the Employee Welfare
Basic Law is an association formed by the employees of a corporation for the
purpose of acquiring and managing stocks issued by such corporation. Only
full-time employees and senior executive officers who are not members of the
board of directors of a corporation may join the employee stock ownership
association. Senior executive officers who are members of the board of directors
(and elected by shareholders), shareholders of such corporation (excluding
certain minority shareholders), and part-time workers are not qualified to
become a member of the association. The right to become a member of the employee
stock ownership association must be available to all full-time employees and the
regulations governing the association must contain certain matters relating to
the operation and management of the association.

         We established our employee stock ownership association in November
1997. As of December 31, 2004, 500 employees of hanarotelecom were depositing
members of the employee stock ownership association and the association held
2,667,982 shares of our common shares. As of March 31, 2006, 370 employees of
hanarotelecom were members of the employee stock ownership association and the
association held 1,088,823 common shares.


ITEM 10. ADDITIONAL INFORMATION.

A.   SHARE CAPITAL

          On March 24, 2006, our shareholders approved a capital reduction to
improve our financial structure. The capital reduction was completed on May 2,
2006, and as a result, our issued and outstanding shares changed to 231,676,506
common shares from 463,353,012 common shares and our paid-in capital changed to
Won 1,158,382,530,000 from Won 2,316,756,060,000.

B.   MEMORANDUM AND ARTICLES OF INCORPORATION

         The section below provides summary information relating to the material
terms of our capital stock and our Articles of Incorporation. It also includes a
brief summary of certain provisions of the Securities and Exchange Act, the
Commercial Code and related laws of Korea, all as currently in effect.

OBJECTIVES

         Article 2 of our Articles of Incorporation states our objectives as
follows:

         o to play a leading role in the nation's efforts to accomplish a
           society of multimedia super-highway telecommunications industry by
           efficient performance of telecommunications business;

         o to establish and operate the nation's second basic communication
           service network, as a preparation against any national disaster or
           calamity, by establishing diversified communication channels and an
           automatic recovery system; and


                                       16
<PAGE>

         o to enhance the improvement of end users' convenience and public
           welfare.

GENERAL

         Currently, we are authorized to issue 700,000,000 shares of stock.
Under our Articles of Incorporation, we are authorized to issue four classes of
stock, which are registered common stock, registered preferred stock, registered
convertible stock and registered redeemable stock. Our issued and outstanding
shares are all registered common stock.

         As of June 13, 2006, and as a result of a recent capital reduction, we
had a total of 231,676,506 shares issued and outstanding. All of the issued and
outstanding shares are fully paid and non-assessable and are in registered form.
We may issue additional shares without further shareholders' approval as
provided in our Articles of Incorporation. The unissued shares remain authorized
until an amendment to our Articles of Incorporation changes the status of the
authorized shares to unauthorized shares. We can issue share certificates in
denominations of up to 10,000 shares. Our common shares have a par value of Won
5,000 per share.

         NASDAQ Rule 4350(i)(1) requires each issuer to obtain shareholder
approval prior to the issuance of certain designated securities except for
certain exceptions. In lieu of such requirement, we follow the requirements
under Korean law, which require shareholder approval, regardless of the purpose
of the issuance, only if shares are issued at a price less than par value, or if
all of the rights to subscribe the shares are not granted to all of its
shareholders on a pro rata basis (other than issues to third parties permitted
by our Articles of Incorporation). The shareholder approval must be obtained by
a special resolution of a general meeting of shareholders, that is, approval by
the holders of at least two-thirds of the voting shares present or represented
at the general meeting of shareholders, where the affirmative votes also
represent at least one-third of the company's total voting shares then issued
and outstanding. Other than the foregoing, except as stated in our Articles of
Incorporation, shareholder resolution is not required for issuance of shares.

DIRECTORS

         No director who has a special interest in a matter for resolution can
exercise his vote upon such matter. Under the recent amendment of the Korean
Securities and Exchange Act, we are prohibited from lending money (or other
equivalent assets) to, or providing security or guaranteeing in favor of each of
our board of directors or any of our major shareholders (including any specially
related person), except in certain circumstances.

DIVIDENDS

         Under our Articles of Incorporation, we may pay dividends to our
shareholders beginning in the first fiscal year in which our aggregate
carried-over losses incurred since the date of commencement of our local
telephony services have been made up in full. From such fiscal year, we may
distribute dividends to our shareholders in proportion to the number of shares
owned by each shareholder following the approval by the shareholders at an
annual general meeting of shareholders. The shares represented by the ADSs have
the same dividend rights as common shares. We will pay full annual dividends on
shares issued during such fiscal year.



                                       17
<PAGE>

         We may declare dividends at the annual general meeting of shareholders,
which is held within three months after the end of a fiscal year. Dividends will
be paid shortly after the annual general meeting declaring such dividends. We
may distribute dividends in cash or in shares. However, a dividend in shares
must be distributed at par value. If the market price of the shares is less than
par value, dividends in shares may not exceed one-half of the annual dividends.
We have no obligation to pay any dividend unclaimed for five years from the
payment date.

         Under the Korean Commercial Code, we may pay an annual dividend only
out of the excess of our net assets, on a non-consolidated basis, over the sum
of (1) our stated capital, (2) the total amount of our capital surplus reserve
and legal reserve accumulated up to the end of the relevant dividend period and
(3) the legal reserve to be set aside for the annual dividend. In addition, we
may not pay an annual dividend unless we have set aside as legal reserve an
amount equal to at least 10% of the cash portion of the annual dividend or
unless we have accumulated a legal reserve of not less than one-half of our
stated capital. We may not use legal reserves to pay cash dividends but may
transfer amounts from legal reserves to reduce an accumulated deficit.

DISTRIBUTION OF FREE SHARES

         In addition to paying dividends in shares out of our retained or
current earnings, we may also distribute to our shareholders an amount
transferred from our capital surplus or legal reserve to our stated capital in
the form of free shares. We must distribute such free shares to all our
shareholders in proportion to their existing shareholdings.

PREEMPTIVE RIGHTS AND ISSUANCE OF ADDITIONAL SHARES

         We may issue authorized but unissued shares at the times and, unless
otherwise provided in the Korean Commercial Code, on such terms as our board of
directors may determine. We must offer new shares on uniform terms to all
shareholders who have preemptive rights and are listed on our shareholders'
register as of the relevant record date.

         Our shareholders are entitled to subscribe for any newly issued shares
in proportion to the number of shares they own, except that under our Articles
of Incorporation, if the new shares will be (1) issued to the public in
accordance with the Korean Securities and Exchange Act, (2) issued by public
offering in accordance with the Korean Securities and Exchange Act, (3) issued
to our employee stock ownership association as provided in the Korean Securities
and Exchange Act, (4) issued in the form of depositary receipts in accordance
with the Korean Securities and Exchange Act, (5) issued upon the exercise of
stock options which are provided in accordance with the relevant provision of
the Korean Securities and Exchange Act, (6) issued to a foreign
telecommunications company or a foreign financial or investment company that has
completed the foreign investment procedures for the purpose of a strategic
alliance relating to our business or (7) issued to domestic and foreign
investors or our officers or employees up to an amount not exceeding 50% of the
then current total issued and outstanding shares for the purpose of realizing
our business objectives, including, but not limited to, improving our financial
structure and entering into new business areas, our board of directors may pass
a resolution to issue the new shares to persons other than existing
shareholders.

         We must give public notice of preemptive rights regarding new shares
and their transferability at least two weeks before the relevant record date. We
will notify shareholders who are entitled to subscribe for newly issued shares
of the deadline for subscription at least two weeks




                                       18
<PAGE>

prior to such deadline. If a shareholder fails to subscribe by the deadline, the
shareholder's preemptive rights will lapse. Our board of directors may determine
how to distribute shares for which preemptive rights have not been exercised and
fractional shares.

         Under the Korean Securities and Exchange Act, employee stock ownership
associations of the companies that are listed or will be listed on the KRX Stock
Market generally have a preemptive right to subscribe for up to 20% of the
shares publicly offered. Although we are not a company whose shares are listed
on the KRX Stock Market, we have by our Articles of Incorporation opted to grant
a right of preemption to our employee stock ownership association on the same
terms as are applicable to companies listed on the KRX Stock Market.

GENERAL MEETING OF SHAREHOLDERS

         We hold the annual general meeting of shareholders within three months
after the end of each fiscal year. Subject to a board resolution or court
approval, we may hold an extraordinary general meeting of shareholders:

         o as necessary;

         o at the request of holders of an aggregate of 3% or more of our
           outstanding shares;

         o at the request of shareholders holding an aggregate of 1.5% or more
           of our outstanding shares for at least six months; or

         o at the request of our audit committee.

         We must give shareholders written notice setting out the date, place
and agenda of the meeting at least two weeks prior to the general meeting of
shareholders. However, for holders of less than 1% of the total number of issued
and outstanding voting shares, we may give notice by placing not less than two
notices in each of the two daily newspapers published in Seoul, Korea such as
"The Seoul Shinmun" and "Maeil Economic Daily Newspaper," at least two weeks in
advance of the meeting. Shareholders not on the shareholders' register as of the
record date are not entitled to receive notice of the general meeting of
shareholders or attend or vote at the meeting.

         Our shareholders' meetings are held in Seoul, Korea.

         NASDAQ Rule 4350(f) requires each issuer to specify in its by-laws the
quorum for any meeting of the holders of common stock, which quorum is no less
than 33 1/3 percent of the outstanding shares of the company's common voting
stock. In lieu of such requirement, we follow the requirements under Korean law,
which does not specify quorum requirements for convening a meeting of
shareholders, but specifies certain minimum requirements with respect to the
number of affirmative votes that must be case in order to adopt a resolution.

VOTING RIGHTS

         Holders of our shares are entitled to one vote for each share. However,
shares held by us (i.e., treasury shares) or by any corporate entity in which we
have, directly or indirectly, greater than a 10% interest, do not exercise
voting rights. In addition, any shareholders having special interest may not
exercise their voting rights at the general meeting of shareholders. The Korean


                                       19
<PAGE>

Commercial Code permits cumulative voting pursuant to which each share entitles
the holder thereof to multiple voting rights equal to the number of directors to
be elected at such time. A holder of shares may exercise all voting rights with
respect to his or her shares cumulatively to elect one director, unless the
Articles of Incorporation provide otherwise. However, our Articles of
Incorporation do not provide for cumulative voting.

         Our shareholders may adopt resolutions by an affirmative vote of the
voting shares present or represented at the meeting, where the affirmative votes
also represent at least one-fourth of our total voting shares then issued and
outstanding. However, under the Korean Commercial Code and our Articles of
Incorporation, the following matters require approval by the holders of at least
two-thirds of the voting shares present or represented at a meeting, where the
affirmative votes also represent at least one-third of our total voting shares
then issued and outstanding:

         o amending our Articles of Incorporation;

         o removing a director;

         o effecting a capital reduction;

         o effecting any dissolution, merger or consolidation with respect to
           us;

         o transferring all or any significant part of our business;

         o the acquisition of all of the business of any other company;

         o the acquisition of a part of the business of any other company, which
           significantly affects our business;

         o lease of entire business, delegation of business operations, or the
           execution, modification or cancellation of agreements from which
           profit/losses shall affect both parties;

         o issuing new shares at a price below par value; or

         o any other matters for which a resolution is required under relevant
           laws and regulations.

         We follow the practices described above which are consistent with the
requirements under Korean law in lieu of NASDAQ Rule 4350(i)(3), 4350(i)(4) and
4350(i)(5), which provide for the determination of issued and outstanding shares
for the purpose of determining quorum and exercise of voting rights.

         Shareholders may exercise their voting rights by proxy. Under our
Articles of Incorporation, the person exercising the proxy does not have to be a
shareholder. A person with a proxy must present a document evidencing its power
of attorney in order to exercise such voting rights. In lieu of NASDAQ Rule
4350(g), which requires each issuer to solicit proxies and provide proxy
statements for all meetings of shareholders, however, we follow the requirements
under Korean law which does not obligate us to solicit proxy and provide proxy
statements for all meetings of shareholders.



                                       20
<PAGE>

         Holders of ADRs exercise their voting rights through the ADR
depositary. Subject to the provisions of the deposit agreement, ADR holders are
entitled to instruct the depositary as to how to vote the shares underlying
their ADSs.

         The Korean Commercial Code provides that shareholders may adopt
resolutions by a majority vote of voting shares present or represented at the
general meeting of shareholders, where the affirmative votes also represent at
least one-quarter of the company's total voting shares then issued and
outstanding. Thus, our Articles of Incorporation are not in conflict with the
above Korean Commercial Code requirements.

RIGHTS OF DISSENTING SHAREHOLDERS

         In some limited circumstances, including the transfer of all or any
significant part of our business and our merger or consolidation with another
company, dissenting shareholders have the right to require us to purchase their
shares. To exercise this right, shareholders must submit to us a written notice
of their intention to dissent before the applicable general meeting of
shareholders. Within 20 days after the relevant resolution is passed, the
dissenting shareholders must request us in writing to purchase their shares. We
are obligated to purchase the shares of dissenting shareholders within two
months after the expiration of the 20-day period. The purchase price for the
shares is required to be determined through negotiations between the dissenting
shareholders and us. If an agreement on the purchase price for the shares is not
made within 30 days from the date of our receipt of the dissenting shareholders'
request, we or such dissenting shareholder may request a court in Korea to
determine the purchase price. Holders of ADSs will not be able to exercise
dissenter's rights unless they withdraw the underlying common shares and become
our direct shareholders.

REGISTER OF SHAREHOLDERS AND RECORD DATES

         Our transfer agent maintains the register of our shareholders at its
office in Seoul, Korea. It registers transfers of shares on the register of
shareholders on presentation of the share certificates.

         The record date for annual dividends is December 31 of each year. For
the purpose of determining shareholders entitled to annual dividends, the
register of shareholders may be closed for the period from the day after the
record date to the next annual general meeting of shareholders. Further, for the
purpose of determining the shareholders entitled to some other rights pertaining
to the shares, we may, on at least two weeks' public notice, set a record date
and/or close the register of shareholders for not more than three months. The
trading of shares and the delivery of share certificates may continue while the
register of shareholders is closed.

ANNUAL REPORT

         At least one week before the annual general meeting of shareholders, we
must make our annual report and audited non-consolidated financial statements
available for inspection at our principal office and at all of our branch
offices. In addition, copies of annual reports, the audited consolidated
financial statements and any resolutions adopted at the general meeting of
shareholders will be available to our shareholders.


                                       21
<PAGE>

         Under the Korean Securities and Exchange Act, we must file with the
Financial Supervisory Commission and the KRX (1) an annual report within 90 days
after the end of our fiscal year, (2) a half year report within 45 days after
the end of the first six months of our fiscal year and (3) quarterly reports
within 45 days after the end of the third month and the ninth month of our
fiscal year. Copies of these reports are or will be available for public
inspection at the FSC and the KRX.

TRANSFER OF SHARES

         Under the Korean Commercial Code, the transfer of shares is effected by
delivery of share certificates. However, to assert shareholders' rights against
us, the transferee must have his name and address registered on our register of
shareholders. For this purpose, a shareholder is required to file his name,
address and seal or specimen signature with our transfer agent. A non-Korean
shareholder may file a specimen signature in place of a seal, unless he is a
citizen of a country with a sealing system similar to that of Korea. In
addition, a non-resident shareholder must appoint an agent authorized to receive
notices on his behalf in Korea and file a mailing address in Korea. The above
requirement does not apply to the holders of ADSs.

         Under current regulations, Korean securities companies and banks,
including licensed branches of non-Korean securities companies and banks,
investment management companies, an entity licensed to be engaged in futures
transaction business under the Korean Futures Transaction Law, internationally
recognized foreign custodians and the Korea Securities Depository may act as
agents and provide related services for foreign shareholders. Certain foreign
exchange controls and securities regulations apply to the transfer of shares by
non-residents or non-Koreans.

         Our transfer agent is Korea Securities Depository, located at 34-6,
Yoido-dong, Youngdeungpo-ku, Seoul, Korea.

ACQUISITION OF SHARES BY HANAROTELECOM

         We may not acquire our own shares except in limited circumstances, such
as reduction in capital and acquisition of our own shares for the purpose of
granting stock options to our officers and employees. Under the Korean
Commercial Code and the Korean Securities and Exchange Act, except in the case
of a reduction of capital (in which case we must retire the shares immediately),
we must resell any shares acquired by us to a third party within a reasonable
time. Notwithstanding the foregoing restrictions, under the Korean Securities
and Exchange Act, we may acquire our own shares through purchases on the KRX
KOSDAQ Market or through a tender offer. The aggregate purchase price for the
shares may not exceed the total amount available for distribution of dividends
at the end of the preceding fiscal year less the amounts of dividends and legal
reserves required to be set aside for that fiscal year, subject to certain
procedural requirements.

         Corporate entities in which we own a 50% or greater equity interest may
not acquire our shares.


                                       22
<PAGE>

LIQUIDATION RIGHTS

         In the event of our liquidation, after payment of all debts,
liquidation expenses and taxes, our remaining assets will be distributed among
shareholders in proportion to their shareholdings.

INSPECTION OF BOOKS AND RECORDS

         Under the Korean Commercial Code, any individual shareholder or
shareholders having at least 3% of all outstanding shares (irrespective of
voting or non-voting shares) of a Korean corporation may inspect the books and
records of the corporation. Under the Korean Securities and Exchange Act, any
individual shareholder or shareholders holding an aggregate of 0.1% or more of
all outstanding shares (irrespective of voting or non-voting shares) of a Korean
corporation for at least six months may inspect the books and records of the
corporation.

EFFECT OF KOREAN LAW

         For a description of the effect of relevant Korean laws applicable to
us, see "Item 4.B. Business Overview--Korean Telecommunications Laws and
Regulations," "Item 10.D. Exchange Controls" and "Item 10.E. Taxation--Korean
Tax Considerations."

C.   MATERIAL CONTRACTS

         THRUNET ACQUISITION AGREEMENT

         On February 4, 2005, we entered into an agreement with the court
receiver for Thrunet relating to the acquisition of Thrunet by us. Under the
agreement, we agreed to acquire 99,240,000 Thrunet common shares and an
aggregate of Won 223.3 billion of newly issued debt securities of Thrunet for a
combined purchase price of approximately Won 471.4 billion. On the day of the
agreement, we paid a deposit in the amount of Won 47.1 billion in total,
equivalent to 10% of the acquisition price.

         Under the amended reorganization plan which was approved by Thrunet's
creditors committee, interested parties' meeting and the bankruptcy court,
Thrunet reduced its capital and as a result, we acquired 96.22% of Thrunet's
outstanding common shares. The Thrunet acquisition agreement requires 50% of the
shares to be acquired by us to be locked up for a one-year period in an account
with the Korea Securities Depository.

         The agreement provided for limited indemnification. We are not able to
claim any damages from Thrunet, the reorganization court or the lead manager for
the Thrunet acquisition transaction.

         INVESTMENT AGREEMENT BETWEEN HANAROTELECOM AND AN INVESTMENT CONSORTIUM
LED BY AIG, NEWBRIDGE AND TVG

         On September 9, 2003, we entered into an Investment Agreement with AIF
II NT, Ltd., AIG Asian Opportunity Fund L.P. (which later assigned its rights
and obligations under the Investment Agreement to AOF NT, Ltd.) and Newbridge
Asia HT, L.P., referred to as the sponsors below, providing for, among other
things, the issuance by us and purchase by the sponsors,




                                       23
<PAGE>

together with co-investors designated by the sponsors (together, referred to as
the "investors"), of an aggregate of 182,812,500 common shares of hanarotelecom
at a purchase price of Won 3,200 per share having an aggregate value of Won 585
billion. The Investment Agreement provides that we will not take certain
significant corporate actions without the consent of the investors so long as
the investors, together with their affiliates, continue to hold an aggregate of
15% or more of our outstanding common shares. In connection with the Investment
Agreement, we entered into an Investors' Rights Agreement with the investors and
a Management Rights Agreement with certain of the investors, each dated as of
November 18, 2003. A summary of each such agreement is set forth below.

         INVESTORS' RIGHTS AGREEMENT

         Pursuant to the Investors' Rights Agreement, we have provided certain
registration rights to the investors with respect to the shares, in which they
invested. We have agreed to file with the SEC a shelf registration statement on
Form F-3 covering resales of those shares by the holders thereof within 90 days
after the written request of the investors' representative (made not less than
360 days after November 18, 2003). We are not required to effect and complete
more than three such shelf registration statements. In addition, the holders
have certain rights to "piggyback" on other registration statements relating to
our common shares and the right to cause us to effect up to six demand
registrations pursuant to the terms of the Investors' Rights Agreement. The term
of this agreement terminates upon the earlier of (1) the sixth anniversary of
November 18, 2003 or (2) the date as of which all of the registrable securities
have been sold pursuant to a registration statement or the holders are permitted
to sell their registrable securities under Rule 144(k) under the Securities Act.

         MANAGEMENT RIGHTS AGREEMENT

         Pursuant to the Management Rights Agreement, we have granted to certain
of the investors or their affiliates, certain management rights in hanarotelecom
so long as such investor owns any shares, in which they invested, including the
right to make proposals, recommendations and suggestions to our board of
directors, the right to discuss our and our subsidiaries' business and affairs
with our board of directors, officers and independent accountants, the right to
examine our books, records and documents as may be reasonably requested and the
right to be informed in advance with respect to any significant corporate
actions.

         INDENTURE RELATING TO 7% NOTES DUE 2012

         On February 1, 2005, we issued an aggregate principal amount of $500
million of 7% notes due 2012 pursuant to an indenture between us and Deutsche
Bank Trust Company Americas, as trustee.

         Principal, Maturity and Interest. The notes are limited in initial
aggregate principal amount to $500 million and will mature on February 1, 2012.
Interest on the notes accrues at the rate of 7% per annum and is payable
semiannually on February 1 and August 1 of each year, commencing August 1, 2005.
We will pay Korean taxes imposed upon the payment of the principal, interest and
premium, unless deduction or withholding is required by law, or otherwise
required under the indenture.



                                       24
<PAGE>

         We may enter into supplemental indentures for various purposes, with or
without consent of existing security holders. If the holders of at least a
majority in principal amount of the outstanding securities consent, we and the
trustee may enter into a supplemental indenture for the purpose of changing the
provisions of the indenture. However, no such supplemental indenture will: (1)
change the stated maturity of the securities; (2) reduce the principal amount
of, or any interest on, or additional amounts payable on, the securities; (3)
change the place or currency in which the securities are payable; (4) impair the
right to institute suit for the enforcement of any payment on any security; or
(5) reduce the quorum requirements to modify the indenture.

         Ranking. The notes will rank equally in right of payment to all
existing and future unsecured debt of hanarotelecom which is not subordinated to
the notes by its express terms.

         Covenants. The indenture constrains our ability to assume additional
external indebtedness secured by a lien on particular properties. In addition,
we are prohibited from entering into any sale/leaseback transaction unless
otherwise provided in the indenture. Moreover, under certain conditions of the
indenture, we are restricted in our ability to consolidate or merge into, or
sell, transfer, lease or convey our assets to any corporation organized under
Korean law.

         Redemption. We will make an offer to redeem all outstanding securities
at a redemption price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest and applicable Korean taxes, in the event that a
change of control of hanarotelecom and subsequent reduction in rating with
respect to the securities occurs after November 13, 2008, or after the
cancellation of hanarotelecom's senior secured credit facility agreement with
various financial institutions. hanarotelecom is not required to redeem
outstanding securities under the above conditions if a third party offers to
redeem all outstanding securities at the same or a higher redemption price.

         The outstanding securities may also be redeemed at our option in whole
at a redemption price equal to 100% of the aggregate outstanding principal
amount of the securities, plus accrued interest, if a change in Korean law would
oblige hanarotelecom to pay additional taxes with respect to the securities and
such obligation cannot be avoided by the use of reasonable measures available to
us.

         Events of Default. Events of default under the indenture include, among
other things: (1) defaults in the payment of principal or any installment of
interest; (2) default in the compliance with covenants contained in the
indenture; (3) default on an aggregate outstanding principal amount of $10
million or more of other indebtedness; (4) reduction in rating in connection
with a merger transaction that occurs after November 13, 2008, or after the
cancellation of hanarotelecom's senior secured credit facility agreement with
various financial institutions; (5) a governmental finding of hanarotelecom's
bankruptcy or insolvency; and (6) hanarotelecom's voluntary commencement of a
case of bankruptcy or insolvency.

         Upon the occurrence of an event of default, the trustees or the holders
of at least 25% of the aggregate principal amount of the outstanding securities
may declare the principal amount of the securities immediately due and payable.
The holders of a majority in aggregate principal amount of the outstanding
securities may annul the acceleration of payment if: the annulment does not
conflict with any judgment or decree; all existing events of default have been
cured or waived



                                       25
<PAGE>

except nonpayment of the principal amount plus premium and default interest; and
compensation to the trustee has been paid.

         SECURED CREDIT FACILITY AGREEMENT

         On April 21, 2005, we entered into a secured credit facility agreement
with a number of financial institutions, with The Korea Development Bank acting
as paying agent and security agent. Under this agreement, the lenders provided
to us four credit facilities that consist of the following:

         o a U.S. dollar denominated term loan facility in an aggregate amount
           equal to U.S. $201,809,520, referred to as the "Facility A Loan"
           below,

         o a Korean Won denominated term loan facility in the aggregate amount
           equal to Won 250,047,620,000, referred to as the "Facility B1
           Loan" below,

         o a U.S. dollar denominated term loan facility in the aggregate amount
           equal to U.S. $208,142,860, referred to as the "Facility B2
           Loan" below, and

         o a revolving credit facility in the aggregate amount equal to Won
           60,000,000,000, referred to as the "Facility C Loan" below.

         Repayment of Term Loans. We will repay the loan facilities in
installments by repaying a certain percentage of the principal amount on dates
specified in the agreement. For the Facility A Loan, the first installment was
made on February 13, 2006, and the last installment will be made on November 13,
2008. The percentage of principal to be repaid in any single installment ranges
from 3.75% to 11.25%. For the Facility B1 Loan and Facility B2 Loan, the initial
installments will be made on February 13, 2007, and the last installments will
be made on May 13, 2010. The percentage of principal to be repaid in any single
installment ranges from 6.0% to 8.0%.

         Change of Control. The agreement provides that upon the occurrence of a
"change of control triggering event," we will be required to repay the full
amount of the outstanding loan and cancel the lender's obligations under the
facilities. For the purposes of the agreement, a "change of control triggering
event" means the occurrence of both a change of control and a reduction in the
rating with respect to our debt securities or, in the event that our debt
securities cease to be outstanding or rated, our company rating. A change of
control means the consummation of any transaction in which any person or group
other than AIG Investors, the Newbridge Investor, TVD Ltd. or any other company
or partnership that is directly or indirectly controlled by American
International Group, Inc., Newbridge Capital, Inc. or TVG Ltd. is or becomes the
beneficial owner of more than 45% of our voting stock.

         Voluntary Cancellation. Subject to certain conditions, we may cancel a
lender's available commitments with respect to a facility, in whole or in part.
The minimum amount we may cancel is Won 25 billion or the equivalent amount.

         Voluntary Prepayments. Subject to some conditions, we are permitted to
prepay all or a part of the loans and the amount prepaid is applied pro rata
towards prepayment of the loans in the following order:



                                       26
<PAGE>

         o First, towards prepayment of outstanding amounts under the Facility
           B1 Loan and Facility B2 Loan on a pro rata basis according to
           their respective outstanding amounts,

         o Second, towards prepayment of outstanding amounts under the Facility
           A Loan, and

         o Finally, towards prepayment of outstanding amounts under the Facility
           C Loan.

The minimum amount we may prepay is Won 25 billion or the equivalent amount.

         Interest and Expenses. Borrowings under each loan will bear interest at
the rate which is the aggregate of the applicable base rate and the applicable
margin. The interest period starts on the date on which the loan is made or on
the last day of its precedent interest period, and ends on the next following
quarterly date in the case of the Facility A loan or Facility B2 Loan or annual
date in the case of the Facility B1 Loan. The interest period for a loan under
Facility C Loan starts on the date on which the loan is made and ends on the
next following quarterly date. The agreement also provides for certain
conditions, including a market disruption event, under which the calculation of
interest may change. The following table summarizes the applicable interest
rates for each loan:

<TABLE>
<CAPTION>
                                                              BASE RATE                    MARGIN(1)
                                                   ------------------------------       ----------------
<S>                                                <C>                                  <C>
Facility A Loan................................             3-month LIBOR                     1.850%
                                                   3-year A+-rated corporate bond
Facility B1 Loan...............................               base rate                       2.050%
Facility B2 Loan...............................             3-month LIBOR                     2.050%
Facility C Loan................................          91-day CD base rate                  2.075%
</TABLE>
---------------------------

 (1) The margins may be adjusted by up to 0.75 percentage points if our credit
rating is upgraded.



         Ranking. Our payment obligations under the secured credit facility
agreement rank equally with the claims of all of our other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law.
We have granted a security interest with respect to a significant portion of our
property to the lenders under the secured credit facility agreement.

         Events of Default. Events of default under the agreement include, among
other things: (1) default in payment; (2) breach of certain covenants and other
obligations under the agreement; (3) misrepresentation; and (4) insolvency. In
the event of default, all commitments are immediately cancelled and all loans,
together with accrued interest and other outstanding amounts, are immediately
due and payable.

         Covenants. The agreement contains various affirmative, negative and
financial covenants. Limitations upon us under the agreement relate to, among
other things: (1) aggregate capital expenditure; (2) corporate status; (3)
hedging arrangements; (4) subsidiary guarantees; (5) disposal of assets; (6)
liens and lease transactions; (7) corporate restructuring; (8) acquisitions; (9)
loans and guarantees; and (10) dividends and distributions.

         TV-PORTAL AND IP-TV BUSINESS COOPERATION AGREEMENT AMONG HANAROTELECOM,
CELRUN CO., LTD. AND CELRUNTV

         On February 6, 2006, we signed a Memorandum of Understanding with
Celrun Co., Ltd., CelrunTV (whose corporate name was changed to hanaromedia Inc.
and became our affiliated company on May 2, 2006) and Young-Min Kim, who is
Representative Director and shareholder



                                       27
<PAGE>
of CelrunTV, regarding the transfer of a portion of the common shares of
CelrunTV and the future issuance of new shares of CelrunTV. We also signed a
business cooperation agreement. Pursuant to the agreements, we initially
acquired 780,000 registered common shares of CelrunTV, representing 65% of its
total outstanding shares (par value of Won 5,000 per share), for Won 5.5
billion.

         Following our initial acquisition, CelrunTV carried out a capital
increase amounting to Won 20 billion through a new share issue at the end of
March 2006. The Memorandum of Understanding provides that we will acquire 65% of
such newly issued shares at Won 13 billion, Won 6.5 billion of which was
acquired at the end of March 2006, and the other Won 6.5 billion of which will
be acquired by the end of June 2006.

         Provision of services. We will provide our broadband Internet
subscribers with TV-Portal service, Internet-based TV video-on-demand, or VOD,
service and Internet-based IP-TV service. Revenues accrued from the provision of
these services will be recognized as our revenues. For broadband subscribers of
other Internet service providers and B2B subscribers, CelrunTV will provide the
services, and the relevant revenues will be recognized as revenues of CelrunTV.

         Exclusive use and provision of services. We have agreed to obtain the
services only through CelrunTV for five years from the date of the agreement
unless Celrun Co., Ltd.'s stake in CelrunTV becomes less than 10%. Celrun Co.,
Ltd. will be the exclusive supplier of set-top boxes for two years if it can
supply them at the lowest unit price compared to other suppliers and will not
discontinue supplying set-top boxes or after-sale services as long as we or
CelrunTV provide the services.

D.   EXCHANGE CONTROLS

GENERAL

         The Korean Foreign Exchange Transaction Law and the Presidential Decree
and regulations under such Act and Decree (collectively, the "Foreign Exchange
Transaction Laws") regulate investment in Korean securities by non-residents and
issuance of securities outside Korea by Korean companies. Under the Foreign
Exchange Transaction Laws, non-residents may invest in Korean securities only to
the extent specifically allowed by such laws or otherwise permitted by the MOFE.
The FSC has also adopted, pursuant to its authority under the Korean Securities
and Exchange Act, regulations that restrict investment by foreigners in Korean
securities.

         Under the Foreign Exchange Transaction Laws, if the government deems
that certain emergency circumstances, including, but not limited to, extreme
difficulty in stabilizing the balance of payments or substantial disturbance in
the Korean financial and capital markets, are likely to occur, it may impose any
necessary restrictions, such as requiring foreign investors to obtain prior
approval from the MOFE for the acquisition of Korean securities or for the
repatriation of dividends or sales proceeds arising from Korean securities or
from disposition of such securities.


                                       28
<PAGE>

REPORTING REQUIREMENTS FOR HOLDERS OF SUBSTANTIAL INTERESTS

         Any person whose direct or beneficial ownership of shares (whether in
the form of shares or ADSs), certificates representing the right to subscribe
for shares and certain equity-related debt securities, such as convertible bonds
and bonds with warrants (collectively, the "Equity Securities"), together with
the Equity Securities beneficially owned by certain related persons or by any
person acting in concert with such person that account for 5% or more of the
total outstanding Equity Securities, is required to report the status and
purpose (in terms of whether the purpose of shareholding is to affect control
over management of the issuer) of such holding to the FSC and the KRX within
five business days after reaching the 5% ownership interest threshold. In
addition, any change (1) in the ownership interest subsequent to such report
which equals or exceeds 1% of the total outstanding Equity Securities, or (2) in
the shareholding purpose, is required to be reported to the FSC and the KRX
within five business days from the date of such change. However, the reporting
deadline of such reporting requirement is extended for institutional investors
who hold shares for purposes other than management control to the tenth day of
the month immediately following the month in which the shares were acquired or
the shareholdings were otherwise changed. Those who report that the purpose of
their shareholding is to affect control over management of the issuer are
prohibited from exercising their voting rights and acquiring additional shares
for five days subsequent to the report under the recently amended Korean
Securities and Exchange Act.

         Violation of these reporting requirements may subject a person to
criminal sanctions, such as fines or imprisonment, and may result in a loss of
voting rights with respect to the ownership of Equity Securities exceeding 5%.
Furthermore, the FSC may issue an order to dispose of such non-reported Equity
Securities.

RESTRICTIONS APPLICABLE TO ADSS

         No Korean governmental approval is necessary for the sale and purchase
of ADSs in the secondary market outside Korea or for the withdrawal of shares
underlying ADSs and the delivery inside Korea of shares in connection with such
withdrawal, provided that a foreigner who intends to acquire such shares must
obtain an Investment Registration Card from the Financial Supervisory Service as
described below. The acquisition of such shares by a foreigner must be reported
immediately by the foreigner or his standing proxy in Korea to the Governor of
the Financial Supervisory Service (the "Governor").

         Persons who have acquired shares as a result of the withdrawal of
shares underlying the ADSs may exercise their preemptive rights for new shares,
participate in free distributions and receive dividends on shares without any
further governmental approval.

RESTRICTIONS APPLICABLE TO SHARES

         As a result of amendments to the Foreign Exchange Transaction Laws and
FSC regulations (together, the "Investment Rules") adopted in connection with
the stock market opening from January 1992 and after that date, foreigners may
invest, with certain exceptions and subject to certain procedural requirements,
in all shares of Korean companies, whether listed on the KRX Stock Market or the
KRX KOSDAQ Market, unless prohibited by specific laws. Foreign




                                       29
<PAGE>

investors may trade shares listed on the KRX Stock Market or the KRX KOSDAQ
Market only through the KRX Stock Market or the KRX KOSDAQ Market, except in
limited circumstances, including:

         o odd-lot trading of shares;

         o acquisition of shares by exercise of warrant, conversion right under
           equity-linked securities or withdrawal right under depositary
           receipts issued outside of Korea by a Korean company ("Converted
           Shares");

         o acquisition of shares by foreign companies as a result of merger;

         o acquisition of shares as a result of inheritance, donation, bequest
           or exercise of shareholders' rights, including preemptive
           rights or rights to participate in free distributions and
           receive dividends;

         o acquisition of shares offered and subscribed overseas for listing on
           foreign securities exchanges;

         o over-the-counter transactions between foreigners of a class of shares
           for which the ceiling on aggregate acquisition by foreigners, as
           explained below, has been reached or exceeded;

         o acquisition of underlying shares by an overseas depositary in
           relation to the issuance of depositary receipts;

         o disposition of shares through the exercise of dissenting
           shareholder's appraisal right;

         o acquisition of shares by direct investment pursuant to the Foreign
           Investment Promotion Act and disposition of shares so acquired;

         o acquisition or disposition of shares through a tender offer; and

         o acquisition or disposition of shares through the electronic
           over-the-counter market brokerage companies.

         For over-the-counter transactions of shares between foreigners outside
the KRX Stock Market or the KRX KOSDAQ Market for shares with respect to which
the limit on aggregate foreign ownership has been reached or exceeded, a
securities company licensed in Korea must act as an intermediary. Odd-lot
trading of shares outside the KRX Stock Market or the KRX KOSDAQ Market must
involve a licensed securities company in Korea as the other party. Foreign
investors are prohibited from engaging in margin transactions by using
securities borrowed from securities companies in Korea with respect to shares
that are subject to a foreign ownership limit.

         The Investment Rules require a foreign investor who wishes to invest in
shares on the KRX Stock Market or the KRX KOSDAQ Market (including Converted
Shares) to register its identity with the FSS prior to making any such
investment; however, such registration requirement does not apply to foreign
investors who acquire Converted Shares with the intention of selling such
Converted Shares within three months from the date of acquisition thereof. Upon
registration, the



                                       30
<PAGE>

FSS will issue to the foreign investor an Investment Registration Card which
must be presented each time the foreign investor opens a brokerage account with
a securities company. Foreigners eligible to obtain an Investment Registration
Card include foreign nationals who are individuals residing abroad for more than
six months, foreign governments, foreign municipal authorities, foreign public
institutions, international financial institutions or similar international
organizations, corporations incorporated under foreign laws and any person in
any additional category designated by decree of the MOFE. All Korean offices of
a foreign corporation as a group are treated as a separate foreigner from the
offices of the corporation outside Korea. However, a foreign corporation or
depositary issuing depositary receipts may obtain one or more Investment
Registration Cards in its name in certain circumstances as described in the
relevant regulations.

         Upon a foreign investor's purchase of shares through the KRX Stock
Market or the KRX KOSDAQ Market, no separate report by the investor is required
because the Investment Registration Card system is designed to control and
oversee foreign investment through a computer system. However, a foreign
investor's acquisition or sale of shares outside the KRX Stock Market (as
discussed above) must be reported by the foreign investor or his standing proxy
to the Governor at the time of each such acquisition or sale; provided, however,
that a foreign investor must ensure that any acquisition or sale by it of shares
outside the KRX Stock Market or the KRX KOSDAQ Market, in the case of trades in
connection with a tender offer, odd-lot trading of shares or trades of a class
of shares for which the aggregate foreign ownership limit has been reached or
exceeded, is reported to the Governor by the securities company engaged to
facilitate such transaction. A foreign investor must appoint one or more
standing proxies from among the Korea Securities Depository, foreign exchange
banks (including domestic branches of foreign banks), asset management
companies, internationally recognized foreign custodians, the entity licensed to
be engaged in futures transaction business under Korean Futures Transaction Law,
and securities companies (including domestic branches of foreign securities
companies) which have obtained a license to act as a standing proxy to exercise
shareholders' right, place an order to sell or purchase shares or perform any
matter related to the foregoing activities if the foreign investor does not
perform these activities himself. However, a foreign investor may be exempted
from complying with these standing proxy rules with the approval of the Governor
in cases deemed inevitable by reason of conflict between laws of Korea and the
home country of such foreign investor.

         Certificates evidencing shares of Korean companies must be kept in
custody with an eligible custodian in Korea. Only foreign exchange banks
(including domestic branches of foreign banks), securities companies (including
domestic branches of foreign securities companies), asset management companies,
entities licensed to be engaged in futures transaction business under Korean
Futures Transaction Law, internationally recognized foreign custodians and the
Korea Securities Depository are eligible to act as a custodian of shares for a
nonresident or foreign investor. A foreign investor must ensure that his
custodian deposits such shares with the Korea Securities Depository. However, a
foreign investor may be exempted from complying with this deposit requirement
with the approval of the Governor in circumstances where such compliance is made
impracticable, including cases where such compliance would contravene the laws
of the home country of such foreign investor.


                                       31
<PAGE>

         Under the Investment Rules, with certain exceptions, foreign investors
may acquire shares of a Korean company without being subject to any foreign
investment ceiling. As one such exception, designated public corporations are
subject to a 40% ceiling on the acquisition of shares by foreigners in the
aggregate. Furthermore, an investment by a foreign investor of not less than 10%
of the outstanding shares of a Korean company is defined as a direct foreign
investment under the Foreign Investment Promotion Law, which is, in general,
subject to the report to, and acceptance by, the Ministry of Commerce, Industry
and Energy which delegates its authority to Korea Trade-Investment Promotion
Agency, or foreign exchange banks (including domestic branches of foreign
banks) under the relevant regulations. The acquisition of shares of a Korean
company by a foreign investor may also be subject to certain foreign
shareholding restrictions in the event that such restrictions are prescribed in
each specific law which regulates the business of such Korean company. For
example, we are currently subject to a foreign shareholding ceiling of 49%
pursuant to the Telecommunications Business Law. A foreigner who has acquired
shares in excess of such ceiling may not exercise his voting rights with respect
to the shares exceeding such limit, and the MIC may take corrective action
pursuant to the Telecommunications Business Law.

         Under the Foreign Exchange Transaction Laws, a foreign investor who
intends to acquire shares must designate a foreign exchange bank at which he
must open a foreign currency account and a Won account exclusively for stock
investments. No approval is required for remittance into Korea and deposit of
foreign currency funds in the foreign currency account. Foreign currency funds
may be transferred from the foreign currency account at the time required to
place a deposit for, or settle the purchase price of, a stock purchase
transaction to a Won account opened at a securities company. Funds in the
foreign currency account may be remitted abroad without any governmental
approval.

         Dividends on shares are paid in Won. No governmental approval is
required for foreign investors to receive dividends on, or the Won proceeds of
the sale of, any such shares to be paid, received and retained in Korea.
Dividends paid on, and the Won proceeds of the sale of, any such shares held by
a nonresident of Korea must be deposited either in a Won account with the
investor's securities company or his Won account. Funds in the investor's Won
account may be transferred to his foreign currency account or withdrawn for
local living expenses up to certain limitations. Funds in the Won account may
also be used for future investment in shares or for payment of the subscription
price of new shares obtained through the exercise of preemptive right.

         Securities companies (including domestic branches of foreign securities
companies) in Korea are allowed to open foreign currency accounts and Won
accounts with foreign exchange banks exclusively for accommodating foreign
investors' stock investments in Korea. Through such accounts, these securities
companies may enter into foreign exchange transactions on a limited basis, such
as conversion of foreign currency funds and Won funds, either as a counterparty
to or on behalf of foreign investors, without such investors having to open
their own accounts with foreign exchange banks.


                                       32
<PAGE>

E.   TAXATION

KOREAN TAX CONSIDERATIONS

         The following is a summary of the principal Korean tax consequences to
owners of our shares that are non-resident individuals or non-Korean
corporations without a permanent establishment in Korea to which the relevant
income is attributable ("non-resident holders"). The statements regarding Korean
tax laws set forth below are based on the laws in force and as interpreted by
the Korean taxation authorities as of the date hereof. This summary is not
exhaustive of all possible tax considerations which may apply to a particular
investor, and prospective investors are advised to satisfy themselves as to the
overall tax consequences of the acquisition, ownership and disposition of our
shares, including specifically the tax consequences under Korean law, the laws
of the jurisdiction of which they are resident, and any tax treaty between Korea
and their country of residence, by consulting their own tax advisors.

         DIVIDENDS ON THE SHARES OR ADSS

         We will deduct Korean withholding tax from dividends paid to you at a
rate of 27.5%. If you are a resident in a country that has entered into a tax
treaty with Korea, you may qualify for a reduced rate of Korean withholding tax.
For example, if you are a qualified resident of the United States for purposes
of the tax treaty between the United States and Korea and you are the
"beneficial owner" of a dividend, a reduced withholding tax rate of 11% or
16.5%, including local surtax, generally will apply. If you are a beneficial
owner of ADSs, you will generally be entitled to benefits under the tax treaty
between the United States and Korea if you:

         o are an individual U.S. resident, a U.S. corporation or a partnership
           or trust to the extent your income is subject to taxation in the
           United States as the income of a U.S. resident;

         o are not also a resident of Korea for purposes of the tax treaty
           between the United States and Korea;

         o are not subject to any anti-treaty shopping article that applies in
           limited circumstances; and

         o do not hold ADSs in connection with the conduct of business in Korea
           through a permanent establishment or the performance of
           independent personal services in Korea through a fixed base.

         In order to obtain the benefits of a reduced withholding tax rate under
a tax treaty, you must submit to us, prior to the dividend payment date, such
evidence of tax residence as may be required by the Korean tax authorities.
Evidence of tax residence may be submitted to us through the Korea Securities
Depository. Excess taxes withheld generally are not recoverable even if you
subsequently produce evidence that you were entitled to have tax withheld at a
lower rate.

         If we distribute to you free shares representing transfer of certain
capital reserves or asset revaluation reserves into paid-in capital, that
distribution may be regarded as dividend and, as such, subject to Korean
withholding tax.


                                       33
<PAGE>

         TAXATION OF CAPITAL GAINS

         You are exempt from Korean taxation if you sell through the KRX Stock
Market or the KRX KOSDAQ Market less than 25% of our total issued and
outstanding shares that you have owned, together with certain related parties at
any time during the year of sale and the five calendar years before the year of
sale, provided that you are either an individual or you are a corporate entity
with no permanent establishment in Korea (if you are an individual it is
irrelevant whether or not such capital gains are attributable to the permanent
establishment). If you are a resident of the United States for purposes of the
tax treaty between the United States and Korea, you will be exempt from Korean
taxation on the capital gains realized by the disposition of ADSs. Further, the
Korean taxation authorities have issued a tax ruling confirming that capital
gains earned by a non-Korean holder (whether or not it has a permanent
establishment in Korea) from the transfer of ADSs outside of Korea are exempt
from Korean taxation by virtue of the Tax Exemption Limitation Law.

         If you are subject to tax on capital gains with respect to the sale of
ADSs, or of shares which you acquired as a result of a withdrawal, your gain
will be calculated based on your cost of acquiring the ADSs representing such
shares, although there are no specific Korean tax provisions or rulings on this
issue. In the absence of the application of a tax treaty which exempts or
reduces the rate of tax on capital gains, the amount of Korean tax imposed on
your capital gains will be the lesser of 11% of the gross realization proceeds
and, subject to the production of satisfactory evidence of the acquisition and
transfer costs of the ADSs, 27.5% of the net capital gains. The gain is
calculated as the gross realization proceeds less the acquisition cost and
transfer expenses.

         If you sell your shares or ADSs, the purchaser or, in the case of the
sale of shares on the KRX Stock Market or through a licensed securities company
in Korea, the licensed securities company is required to withhold Korean tax
from the sales price in an amount equal to 11% of the gross realization proceeds
and to make payment thereof to the Korean tax authority, unless you establish
your entitlement to an exemption or lower rate of taxation under an applicable
tax treaty or produce satisfactory evidence of its acquisition and transfer
costs for the ADSs. In order to obtain the benefit of an exemption or reduced
rate of tax pursuant to a tax treaty, you must submit to the purchaser or the
securities company (or through the Korea Securities Depository), as the case may
be, prior to or at the time of payment, such evidence of your tax residence as
the Korean tax authorities may require in support of its claim for treaty
protection. Furthermore, in order for you to obtain the benefit of a tax
exemption on certain Korean source income (e.g., capital gains) under an
applicable tax treaty, Korean tax law requires you (or your agent) to submit the
application for tax exemption along with a certificate of your tax residency
issued by a competent authority of your country of tax residence, subject to
certain exceptions. Such application should be submitted to the relevant
district tax office by the ninth day of the month following the date of the
first payment of such income. However, excess taxes withheld are generally not
recoverable even if you subsequently produce evidence that you were entitled to
have taxes withheld at a lower rate.

         Because the Korean taxation authorities have issued a tax ruling that
the trading of the ADSs on the NASDAQ National Market will be regarded as the
transfer of the ADSs outside




                                       34
<PAGE>

Korea under the Tax Exemption Limitation Law, it is likely that a non-Korean
seller of the ADSs on the NASDAQ National Market will not be required to make
any withholdings as described.

         INHERITANCE TAX AND GIFT TAX

         If you die while holding an ADS or transfer an ADS as a gift, it is
unclear whether you will be treated as the owner of the shares underlying the
ADSs for Korean inheritance and gift tax purposes. If you are treated as the
owner of the shares, the heir or the donee (or you, if the donee fails to pay)
will be subject to Korean inheritance or gift tax presently at the rate of 10%
to 50%, provided that the value of such ADSs or shares is greater than a
specified amount.

         SECURITIES TRANSACTION TAX

         You will not pay a securities transaction tax on your transfer of ADSs.
If you transfer shares, you will be subject to a securities transaction tax at
the rate of 0.15% and an agriculture and fishery special tax at the rate of
0.15% of the sale price of the share when traded on the KRX Stock Market. If you
transfer shares through the KRX KOSDAQ Market, you will be subject to a
securities transaction tax at the rate of 0.3% of the sales price of the shares.
If your transfer of shares is not made on the KRX Stock Market or the KRX KOSDAQ
Market, subject to certain exceptions, you will be subject to a securities
transaction tax at the rate of 0.5% and will not be subject to an agriculture
and fishery special tax.

         According to a tax ruling issued by the Korean tax authorities, foreign
shareholders will not be subject to a securities transaction tax upon the
deposit of underlying shares and receipt of depositary shares or upon the
surrender of depositary shares and withdrawal of originally deposited underlying
shares. Moreover, to date, the imposition of securities transaction tax has not
been enforced on the transfers of ADSs. However, the MOFE recently issued a
ruling on February 25, 2004 to the Korean National Tax Service, holding that
depositary shares fall under the meaning of share certificates that are subject
to the securities transaction tax. In the ruling, the Ministry of Finance and
Economy treats the transfers of depositary shares the same as the transfer of
the underlying Korean shares. Under Korean tax laws, transfers of depositary
shares listed or registered on the New York Stock Exchange, NASDAQ National
Market, or other foreign exchanges designated by the Ministry of Finance and
Economy (which are the Tokyo Stock Exchange, London Stock Exchange, German Stock
Exchange, and a stock exchange with functions similar to the other three
exchanges, on which trading is done by standardized procedure as set forth in
the Enforcement Regulation of the Korean Securities and Exchange Act) will be
exempted from the securities transaction tax.

         Securities transaction tax, if applicable, must be paid in principle by
the transferor of the shares or the rights to subscribe to such shares. When the
transfer is effected through a securities settlement company, the settlement
company is generally required to withhold and pay the tax to the tax authority.
When the transfer is made through a securities company, the securities company
is required to withhold and pay the tax. Where the transfer is effected by a
non-resident without a permanent establishment in Korea, other than through a
securities settlement company or a securities company, the transferee is
required to withhold the securities transaction tax.



                                       35
<PAGE>

         The failure to pay the securities transaction tax will result in a
penalty of 10% of the tax amount due, plus interest at 10.95% per annum on the
unpaid tax amount for the period from the day immediately following the last day
of tax payment period to the day of issuance of tax notice. The penalty is
imposed on the party responsible for paying the securities transaction tax or,
if the securities transaction tax is to be withheld, the penalty is imposed on
the party that has the withholding obligation.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

         The following discussion describes the material U.S. federal income tax
considerations that may be relevant to a holder of our common shares or ADSs
that is a U.S. Holder (as defined below) with respect to the receipt of
distributions on, and the disposition of, common shares or ADSs. This discussion
is based on the Internal Revenue Code of 1986, as amended (the "Code"), existing
and proposed Treasury regulations, revenue rulings, administrative
interpretations and judicial decisions (all as of the date hereof and all of
which are subject to change, possibly with retroactive effect, and different
interpretations). Except as specifically set forth herein, this discussion deals
only with common shares and ADSs held by a U.S. Holder as capital assets within
the meaning of Section 1221 of the Code. This discussion does not address all of
the tax consequences that may be relevant to prospective purchasers of common
shares or ADSs in light of their particular circumstances or to persons subject
to special tax rules, such as insurance companies, banks, financial
institutions, regulated investment companies, real estate investment trusts,
dealers in securities or foreign currencies, traders that elect to use a
mark-to-market method of accounting for their securities holdings, tax-exempt
investors, persons holding common shares or ADSs as a position in a "straddle,"
as a part of a short-sale, or as part of a hedging, conversion or other
integrated transaction, persons owning, directly, indirectly or constructively,
10% or more of the voting stock of hanarotelecom or persons whose functional
currency (as defined in Section 985 of the Code) is not the U.S. dollar. U.S.
Holders should consult with their own tax advisors regarding the application of
the U.S. federal income tax laws to their particular situations as well as to
any additional tax consequences of purchasing, holding or disposing of common
shares or ADSs, including the applicability and effect of the tax laws of any
state, local or foreign jurisdiction.

         As used in this section, the term "U.S. Holder" means a beneficial
owner of a common share or ADS who or that is for U.S. federal income tax
purposes (1) a citizen or individual resident of the United States, (2) a
corporation or other entity treated as a corporation for U.S. federal income tax
purposes created or organized in or under the laws of the United States or of
any state or political subdivision thereof, (3) an estate the income of which is
subject to U.S. federal income taxation regardless of its source, or (4) a trust
if (A) a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (B) the trust has a valid
election in effect under applicable U.S. Treasury regulations to be treated as a
U.S. person.

         If a partnership or other pass-through entity holds common shares or
ADSs, the tax treatment of a partner in or owner of the partnership or
pass-through entity will generally depend upon the status of the partner or
owner and the activities of the entity. We urge partners and




                                       36
<PAGE>

owners of partnerships or other pass-through entities holding common shares or
ADSs to consult their own tax advisors.

         Special adverse U.S. federal income tax rules apply if a U.S. Holder
holds common shares or ADSs of a company that is treated as a "passive foreign
investment company," a "foreign personal holding company" (for 2004 and earlier
years) or a "controlled foreign corporation" for any taxable year during which
the U.S. Holder held common shares or ADSs. We believe that we are not and will
not become a "passive foreign investment company," a "foreign personal holding
company" (for 2004 and earlier years) or a "controlled foreign corporation" for
U.S. federal income tax purposes.

         In general, for U.S. federal income tax purposes, U.S. Holders of ADRs
evidencing ADSs will be treated as the owners of the common shares represented
by the ADSs.

         CASH DISTRIBUTIONS

         To the extent that a distribution on common shares or ADSs is paid to a
U.S. Holder out of our current or accumulated earnings and profits (as
determined for U.S. federal income tax purposes), such distribution will be
includible in the U.S. Holder's gross income as foreign source dividend income
in an amount equal to the U.S. dollar value of such distribution (without
reduction for any applicable foreign withholding tax). A corporate U.S. Holder
will not be entitled to a dividends received deduction with respect to
distributions on common shares or ADSs by hanarotelecom.

         Therefore, in the event that any Korean tax is withheld from a
distribution on common shares or ADSs, a U.S. Holder generally will be required
to report gross income in an amount greater than the cash received. However,
subject to certain conditions and limitations (including certain minimum holding
period requirements), the U.S. dollar value of the Korean income taxes, if any,
withheld from a distribution to a U.S. Holder on the common shares or ADSs may
be claimed as a credit against the U.S. Holder's U.S. federal income tax
liability. Alternatively, a U.S. Holder may claim a deduction for such amount of
Korean income taxes withheld in a taxable year, but only if such U.S. Holder
does not elect to claim a foreign tax credit in respect of any foreign taxes
paid by it in the taxable year. Dividends on common shares or ADSs generally
will constitute "passive income" or, in the case of certain U.S. Holders,
"financial services income" for U.S. foreign tax credit purposes for taxable
years beginning before January 1, 2007. For taxable years beginning after
December 31, 2006, dividends generally will be "passive category income" or
"general category income" for purposes of computing the foreign tax credit
allowable to a U.S. Holder. Special rules apply to certain individuals whose
foreign source income during the taxable year consists entirely of "qualified
passive income" and whose creditable foreign taxes paid or accrued during the
taxable year do not exceed $300 ($600 in the case of a joint return).

         To the extent that the amount of any distribution on the common shares
or ADSs exceeds the current and accumulated earnings and profits of
hanarotelecom (as determined for U.S. federal income tax purposes), a U.S.
Holder's pro rata share of such excess amount would be treated first as a
nontaxable return of capital that would be applied against and would reduce the
U.S. Holder's tax basis in its common shares or ADSs (but not below zero), and
then as capital gain. Distributions in excess of our current and accumulated
earnings and profits (as determined for U.S.




                                       37
<PAGE>

federal income tax purposes) generally will not give rise to foreign source
income and a U.S. Holder may be unable to claim a foreign tax credit in respect
of any foreign withholding tax imposed on such distributions unless (subject to
applicable limitations) the U.S. Holder has other foreign source income in the
appropriate category for foreign tax credit purposes.

         The rules relating to foreign tax credits are extremely complex and the
availability of a foreign tax credit depends on numerous factors. Prospective
purchasers of common shares or ADSs should consult their own tax advisors
concerning the application of the U.S. foreign tax credit rules to their
particular situations.

         For taxable years that begin before 2011, dividends paid by
hanarotelecom should be taxable to a non-corporate U.S. Holder at the special
reduced rate normally applicable to capital gains, provided hanarotelecom
qualifies as a Qualified Foreign Corporation, or QFC. A company may qualify as a
QFC if it is eligible for benefits of a comprehensive income tax treaty with the
United States which the Secretary of the Treasury has determined is satisfactory
for QFC treatment and which includes a provision for the exchange of
information. Korea has a comprehensive income tax treaty with the United States
which satisfies the two requirements above. The reduced rate should apply if the
distribution is made with respect to equity rather than indebtedness and is made
out of earnings and profits. Dividends paid by a foreign corporation will not
qualify for the reduced rates, however, if that corporation is treated, for the
tax year in which the dividend is paid or the preceding tax year, as a passive
foreign investment company for U.S. federal income tax purposes. A U.S. Holder
will be eligible for the reduced rate only if it has held the common shares or
ADSs for more than 60 days during the 121-day period beginning 60 days before
the ex-dividend date and satisfies certain other requirements. All U.S. Holders
are urged to consult their own tax advisers regarding the special reduced rates
for dividends paid by QFCs.

         The U.S. dollar value of any distribution to a U.S. Holder on common
shares or ADSs that is paid in a foreign currency will be calculated by
reference to the exchange rate in effect at the time the distribution is
received by the U.S. Holder (or a depositary nominee, custodian or other agent
of the U.S. Holder). A U.S. Holder generally should not recognize any foreign
currency gain or loss if such foreign currency is converted into U.S. dollars on
the day received. If a U.S. Holder does not convert such foreign currency into
U.S. dollars on the date of receipt, however, such Holder will have a basis in
such foreign currency equal to the U.S. dollar value on the date of receipt, and
such Holder may recognize United States source foreign currency gain or loss
(which generally will be taxable as United States source ordinary income or
loss) upon a subsequent sale or other disposition of the foreign currency.

         SALE OF COMMON SHARES AND ADSS

         A U.S. Holder generally will recognize gain or loss upon a sale or
other disposition of common shares or ADSs in an amount equal to the difference
between the U.S. dollar value of the amount realized on the sale or other
disposition and the U.S. Holder's adjusted tax basis in the common shares or
ADSs. Such gain or loss generally will be capital gain or loss and, in the case
of certain non-corporate U.S. Holders, may be subject to U.S. federal income tax
at a preferential rate where the U.S. Holder's holding period exceeds one year.
Any gain or loss recognized by a U.S. Holder on a sale or other disposition of
common shares or ADSs generally will be treated as



                                       38
<PAGE>

United States source gain or loss for foreign tax credit purposes. A U.S.
Holder's ability to deduct capital losses in respect of common shares and ADSs
is subject to limitations.

         SECURITIES TAX

         Holders should note that any Korean securities transaction tax will not
be treated as a creditable foreign tax for U.S. federal income tax purposes,
although U.S. Holders may be entitled to deduct such taxes, subject to
applicable limitations under the Code.

         BACKUP WITHHOLDING

         "Backup" withholding and information reporting requirements may apply
to payments made within the United States of dividends on common shares or ADSs
and to certain payments of proceeds of a sale or redemption of a common share or
ADS paid to a U.S. Holder. hanarotelecom, our agent, a broker, the Trustee or
any paying agent, as the case may be, may be required to withhold tax from any
payment that is subject to backup withholding at a current rate of 28% (subject
to reduction in future years) of such payment if the U.S. Holder fails to
furnish the U.S. Holder's taxpayer identification number, to certify that such
U.S. Holder is not subject to backup withholding, or to otherwise comply with
the applicable requirements of the backup withholding rules. If a U.S. Holder is
required to and does not provide a correct taxpayer identification number, the
U.S. Holder may be subject to penalties imposed by the IRS. Certain U.S. Holders
(including, among others, corporations) are not subject to the backup
withholding and information reporting requirements. Any amounts withheld under
the backup withholding rules from a payment to a U.S. Holder generally may be
claimed as a credit against such U.S. Holder's U.S. federal income tax liability
or refundable to the extent it exceeds such liability, provided that the
required information is furnished to the U.S. Internal Revenue Service.

         ESTATE AND GIFT TAX

         As discussed in "--Korean Tax Considerations--Inheritance Tax and Gift
Tax," Korea may impose an estate tax on a descendent who owns our common shares
(and possibly ADSs), even if the descendent is a non-resident. Subject to
certain conditions and limitations, the amount of any inheritance tax paid to
Korea may be eligible for credit against the amount of U.S. federal estate tax
imposed on the estate of a U.S. Holder. The Korean gift tax generally will not
be treated as a creditable foreign tax for U.S. tax purposes. Prospective
purchasers should consult their personal tax advisors regarding the consequences
of the imposition of the Korean inheritance or gift tax.

F.   DIVIDENDS AND PAYING AGENTS

                  Not applicable.

G.   STATEMENT BY EXPERTS

                  Not applicable.


                                       39
<PAGE>

H.   DOCUMENTS ON DISPLAY

         We file periodic reports and other information with the SEC. You may
read and copy any document that we file with the SEC at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's regional offices. Please call the SEC at
1-800-732-0330 for further information on the operation of its public reference
rooms. The SEC also maintains a web site that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the SEC (http://www.sec.gov). You may also inspect our SEC
reports and other information at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. Some of this information may also be found on
our website at http://www.hanaro.com.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at Asia One Building, 17-7 Yeoido-dong, Yeongdeungpo-gu, Seoul,
Korea, 150-874, Attention: Investor Relations Team, telephone number: (+82-2)
6266-4629.

I. SUBSIDIARY INFORMATION.

         Please refer to discussion under "Item 4.C.  Organizational Structure."



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<PAGE>


                                    SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this amendment to the Annual Report on its behalf.

                                         hanarotelecom incorporated

                                         By: /s/ Janice Lee
                                         Name:   Janice Lee
                                         Title:  Senior Executive Vice President
                                                 and Chief Financial Officer

Date: August 10, 2006


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<PAGE>


                                  EXHIBIT INDEX

   EXHIBITS                           DESCRIPTION
-------------   ----------------------------------------------------------------


    12.1.       Section 302 Certification of Chief Executive Officer pursuant
                to Rule 13a-14(a)

    12.2.       Section 302 Certification of Chief Financial Officer pursuant
                to Rule 13a-14(a)

                                       42