EX-4.5 AMD TO TELECOMMUNICATIONS BUSINESS LAW



 





Exhibit 4.5




Amendment to Telecommunications Business Law of 1983 dated February 9, 2004



A new Article 5-2 shall be inserted as follows:




	Article 5-2.	 	Disqualification from Approval





     Any person(s) or party(ies) falling under one or more of the following
categories may be obtain a Network Service Provider license under Article 5:




	(a)	 	A national, provincial or local government body;
	 
	(b)	 	A foreign government or a foreign corporation; or
	 
	(c)	 	Any corporation in which a foreigner holds ownership
interests in excess of the limitations set forth in Article 6-1.




Article 6 shall be revised as follows:





	Article 6.	 	Limitations on ownership interests by a foreign government or a
foreign corporation.






	(1)	 	The aggregate ownership interest (voting stock only, including but
not limited to depositary receipts and other securities carrying voting
rights) in a Network Service Provider held by foreign governments or
foreign persons shall not exceed 49% of the total voting stock issued
by such Network Service Provider.






	(2)	 	If a foreign government or a foreign person (including its
affiliates, as such term is defined in the Securities Exchange Law of
Korea) is the largest shareholder of a corporation and holds 15% or
more of the voting stock issued by such corporation, such corporation
(hereinafter referred to as a “Foreign Ownership Controlled
Corporation”) shall be deemed to be a foreign person for the purposes
of this Article 6.






	(3)	 	Even if a corporation falls under Paragraph (2) above, such
corporation shall
not be deemed a foreign person for the purposes of this Article 6 if
such




 









 






	 	 	corporation 1% or less of the voting stock issued by the
relevant Network Service Provider.




New Article 6-3 and Article 6-4 shall be inserted as follows:





	Article 6-3.	 	Review of Public Interests With Respect To Ownership Interests in
a Network Service Provider






	(1)	 	A committee (hereinafter referred to as the “Public Interest Review
Committee”) shall be established under the Ministry of Information and
Communication in order to review the following situations’ effect on
public interests (including national security, public welfare,
maintenance of public order and other considerations determined by the
President from time to time) (hereinafter referred to as “Public
Interest Review”):






	(a)	 	ownership of 15% or more of the voting stock issued by a
Network Service provider by a person (together with its affiliates,
as such term is defined in Article 36, Paragraph (3) of the
Securities Exchange Act of Korea);
	 
	(b)	 	change of the largest shareholder of a Network Service
Provider;
	 
	(c)	 	contracts between a shareholder of a Network Service
Provider and a foreign government or a foreign person, on important
business considerations including appointment and removal of
executive officers, transfer of business operations and others as
set forth by one or more Presidential Decrees from time to time;
or
	 
	(d)	 	Other changes of shareholders holding de fact control over
a Network Service Provider.






	(2)	 	When any of the foregoing set forth in Paragraph (1) above occurs
with respect to a Network Service Provider, the Network Service
Provider or the relevant shareholder shall file a report to the
Minister of Information and Communication within seven days of such
occurrence.






	(3)	 	Any person filing a report in accordance with Paragraph (2) above
may request a Public Interest Review to the Minister of Information and
Communication in connection with the occurrence of the situations set
forth




 









 






	 	 	in Paragraph (1) above.






	(4)	 	The Minister of Information and Communication shall refer a report
filed in accordance with Paragraph (2) above or a request for a Public
Interest Review received in accordance with Paragraph (3) to the Public
Interest Review Committee.






	(5)	 	If a Public Interest Review is conducted in accordance this Article
6 and such Public Interest Review reveals that one or more of the
situations enumerated in Paragraph (1) above are likely to undermine
public interests, the Minister of Information and Communication may
issue a corrective order prescribing changes in the provisions of a
contract and/or suspension of its enforceability, limitation on
exercise of voting rights or sale of the relevant voting stock.






	Article 6.4	 	Composition and Operation of the Public Interest Review Committee






	(1)	 	The Public Interest Review Committee shall consist of one
chairperson and between five and ten members.






	(2)	 	The Vice Minister of Information and Communication shall serve as
the chairperson. The members shall consist of third-or-higher level
public officials designated by one or more Presidential Decree and
persons in the following categories who have been selected by the
Minister of Information and Communication:






	(a)	 	Persons knowledgeable or experienced in the information and
communication technology or industry;
	 
	(b)	 	Persons recommended by government-funded research
institutes;
	 
	(c)	 	Persons recommended by non-profit organizations in
accordance with Article 2 of the Non-Profit Organization Support
Law; or
	 
	(d)	 	Persons recommended by the chairperson.






	(3)	 	The Public Interest Review Committee may conduct investigations of,
and request materials from, the relevant Network Service Provider or
shareholder, or other parties involved in the matter being reviewed.
Such Network Service Provider or shareholder must comply unless such
person




 









 






	 	 	can present a legitimate reason for noncompliance.






	(4)	 	The Public Interest Review Committee may subpoena the relevant
Network Service Provider or shareholder, or other parties involved in
the matter being reviewed.






	(5)	 	The specifics of the composition and operation of the Public
Interest Review Committee shall be set forth in one or more
Presidential Decrees.




Article 7 shall be revised as follows:





	Article 7.	 	Limitations on shareholders who own an excess portion of shares






	(1)	 	A shareholder in a Network Service Provider owning voting stock in
a Network Service Provider in excess of the limitations set forth in
Article 6 may not exercise voting rights attaching to such excess
portion of the voting stock.






	(2)	 	The Minister of Information and Communication may order corrective
orders to the shareholder acquiring voting stock in violation of
Article 6, the relevant Network Service Provider and/or the relevant
Foreign Ownership Controlled Corporation, which orders must be complied
within a compliance period designated by the Minister (which period may
not exceed six months from such issuance).






	(3)	 	The relevant Network Service Provider may refuse to register the shares of its voting stock owned or acquired in excess of the
limitations set forth in Article 6.




A new Article 7-2 shall be inserted as follows:





	Article 7-2.	 	Imposition of Monetary Penalty






	(1)	 	The Minister of Information and Communication may impose a monetary
penalty on persons who received a corrective order in accordance with
Article 6-2, Paragraph (5) or Article 7, Paragraph (2) and does not
comply 




 









 






	 	 	with such corrective order within the designated compliance
period; provided, that such monetary penalty shall not exceed 0.3%
of the acquisition cost of the shares owned in violation thereof,
and that in the case of a corrective order not related to share
ownership, such monetary penalty shall not exceed Won 100,000,000.






	(2)	 	The monetary penalty in Paragraph (1) above shall be imposed within
thirty days of the expiration of the designated compliance period and
shall be applied from the date on which the designated compliance
period expired to the date of compliance with the corrective order.






	(3)	 	Imposition of a monetary penalty under this Article 7-2 shall be in
compliance with Article 37-2, Paragraph (4).






	(4)	 	The specifics of the imposition, payment and refund of a monetary
penalty under this Article 7-2 shall be set forth in one or more
Presidential Decrees.




In Article 13, Paragraph (1), “those who wish to merge with a Network Service
Provider” shall be revised to “those who wish to merge with a Network Service
Provider or a Network Service Provider with a license to provide
telecommunications services who wishes to sell telecommunications line
facilities needed to provide telecommunications services.”



In Chapter 4, new Article 38-5 and Article 38-6 shall be inserted as follows:





	Article 38-5.	 	Limitations on Cross Holdings






	(1)	 	In two or more Network Service Providers falling under Article 34,
Paragraph (3), Item (a) or Item (b) cross-hold more than 5% of the
voting stock in one another, such Network Service Providers may not
exercise voting rights attaching to the voting stock owned in excess of
5%.






	(2)	 	Paragraph (1) above is not applicable where a Network Service
Provider is established by another Network Service Provider as its
largest shareholder.






	Article 38-6.	 	Provision of Directory Service




 









 












	(1)	 	A Network Service Provider shall provide, after obtaining the
Users’ consent, a directory service through voice, publication or the
Internet (hereinafter referred to as a “Directory Service”); provided,
however, that small businesses designated as such by the Minister of
Information and Communication shall be exempt from this requirement.






	(2)	 	The specifics of the provision of a Directory Service shall be set
forth in one or more Decrees of the Minister of Information and
Communication.




In Article 62, Paragraph (2), the words “When requested by the Minister of
Information and Communication,” shall be deleted.



In Article 72, Item (a), “Article 7, Paragraph (2)” shall be replaced by
“Article 6-3, Paragraph (5) or Article 7, Paragraph (2).”



Article 78, Paragraph (1), Item (a) and Item (b) shall moved as Item (b) and
Item (c), respectively, and Item (a) shall be inserted as follows:





	(a)	 	Those who fail to file a report as set forth in Article
6-3, Paragraph (2) or comply with a request or subpoena as set
forth in Article 6-4, Paragraph (3) or Paragraph (4);





ADDENDA





	(1)	 	Date of Enforcement. This amendment shall be enforced following
the expiration of a two-month period from the date of its promulgation,
except that Article 38-6 shall be enforced following the expiration of
a two-year period from the date of its promulgation.






	(2)	 	Public Interest Review: No Retroactive Reviews. Article 6-3 shall
not apply to actions taken prior to the date of this amendment.