As filed with the Securities and Exchange Commission on September 30, 2008
Registration No. 333 –
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KB Financial Group Inc.
(Exact name of Registrant as specified in its charter)
Republic of Korea | 6029 | Not Applicable | ||
(Jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
9-1, 2-ga, Namdaemoon-ro, Jung-gu
Seoul, Korea 100-703
822-2073-2840
(Address of Registrant’s principal executive offices)
Kookmin Bank, New York Branch
565 Fifth Avenue, 24th Floor
New York, New York 10017
212-697-6100
(Name, Address, Including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Yong G. Lee, Esq.
Cleary Gottlieb Steen & Hamilton LLP
38th Floor, Bank of China Tower
One Garden Road, Central
Hong Kong S.A.R.
People’s Republic of China
852-2532-3707
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by KB Financial Group Inc., a corporation organized under the laws of the Republic of Korea (the “Registrant”), relates to the Registration Statement on Form F-4 of Kookmin Bank (Registration No. 333-151207) (the “Registration Statement”) and is being filed by the Registrant in order to adopt the Registration Statement as its own for all purposes under the Securities Act of 1933 (the “Securities Act”). The Registration Statement, which was declared effective on July 22, 2008, was filed by Kookmin Bank on behalf of the Registrant to register the offering of the Registrant’s common stock to Kookmin Bank’s stockholders under the Securities Act in connection with a meeting of such stockholders held on August 25, 2008 to approve a “comprehensive stock transfer” under Article 360-15 of the Korean Commercial Code (the “Stock Transfer”). In the Stock Transfer, which was effected as of September 29, 2008, holders of Kookmin Bank common stock transferred all of their shares to the Registrant, which was established simultaneously with such transfer, and in return received shares of the Registrant’s common stock. The Stock Transfer was effected to establish the Registrant as the financial holding company of Kookmin Bank.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seoul, Republic of Korea, on September 30, 2008.
KB FINANCIAL GROUP INC. | ||
By: | /S/ YOUNG KEY HWANG | |
Name: | Young Key Hwang | |
Title: | Chairman and Chief Executive Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 30, 2008.
Name | Title | |||
/s/ YOUNG KEY HWANG | Chairman and | |||
Young Key Hwang | Chief Executive Officer | |||
/s/ CHUNG WON KANG | Vice Chairman and | |||
Chung Won Kang | Executive Director | |||
/s/ JUNG HOE KIM | Chief Operating Officer and | |||
Jung Hoe Kim | Executive Director | |||
/s/ KAP SHIN | Chief Financial and | |||
Kap Shin | Accounting Officer | |||
/s/ KEE YOUNG CHUNG | Non-executive Director | |||
Kee Young Chung | ||||
/s/ DAM CHO | Non-executive Director | |||
Dam Cho | ||||
/s/ SUK SIG LIM | Non-executive Director | |||
Suk Sig Lim | ||||
/s/ BO KYUNG BYUN | Non-executive Director | |||
Bo Kyung Byun | ||||
/s/ SANG MOON HAHM | Non-executive Director | |||
Sang Moon Hahm | ||||
/s/ HAN KIM | Non-executive Director | |||
Han Kim | ||||
/s/ CHEE JOONG KIM | Non-executive Director | |||
Chee Joong Kim | ||||
/s/ CHAN SOO KANG | Non-executive Director | |||
Chan Soo Kang |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF KB FINANCIAL GROUP INC.
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly registered representative in the United States of KB Financial Group Inc., has signed this Registration Statement or amendment thereto in the City of New York, State of New York, on September 30, 2008.
By: | /s/ SANG WON LEE | |
Name: | Sang Won Lee | |
Title: | General Manager Kookmin Bank, New York Branch |