SHINHAN FINANCIAL GROUP CO., LTD.

Transcription

1 Non-Consolidated Financial Statements September 30, 2002 and 2001 (With Independent Accountants Review Report Thereon)

2 Independent Accountants Review Report Based on a report originally issued in Korean The Board of Directors and Stockholders Shinhan Financial Group Co., Ltd.: We have reviewed the accompanying non-consolidated balance sheet of Shinhan Financial Group Co., Ltd. (the Company ) as of September 30, 2002, and the related non-consolidated statement of earnings for the nine-month period then ended, all expressed in Korean Won, in accordance with the Review Standards for Semiannual Financial Statements established by the Securities and Futures Commission of the Republic of Korea. All information included in these financial statements is the representation of the management of the Company. The financial statements for the one-month period ended September 30, 2001, presented herein for comparative purposes, were reviewed by other accountants, whose report thereon dated October 24, 2001 stated that they were not aware of any material modifications that should be made to those statements in order for them to be in conformity with the Accounting Standards for Quarterly and Semiannual Financial Statements established by the Securities and Futures Commission of the Republic of Korea. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with the Auditing Standards as established by the Financial Supervisory Commission of the Republic of Korea, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above in order for them to be in conformity with the Accounting Standards for Quarterly and Semiannual Financial Statements established by the Securities and Futures Commission of the Republic of Korea. The accompanying non-consolidated financial statements expressed in Korean Won have been translated into United States dollars solely for the convenience of the reader, on the basis set forth in Note 2(b) to the financial statements. The following matters may be helpful to the readers in their understanding of the Company: As described in Note 1 to the accompanying non-consolidated financial statements, on April 4, 2002, the Company took over a 51% share of Jeju Bank from Korea Insurance Deposit Corporation and its percentage of ownership increased to 62% with the acquisition of additional common shares at W20,177 million. In addition, on June 1, 2002, Shinhan Card Co., Ltd. was established as 100% subsidiary of the Company through the spin-off of the Shinhan Bank s credit card division, and on July 8, 2002, Shinhan Credit Information Co., Ltd. was established as 100% subsidiary of the Company with W3,000 million of initial capital stock. Additionally, on June 18, 2002, the Company acquired a 29% share of Good Morning Securities Co., Ltd. from its largest shareholder, and on July 31, 2002, Good Morning Securities Co., Ltd. was merged with Shinhan Securities Co., Ltd., which was one of subsidiaries of the Company, at the exchange rate of Good Morning Securities Co., Ltd. shares for each Shinhan Securities Co., Ltd. shares, and renamed to Goodmorning Shinhan Securities Co., Ltd.

3 As described in Note 4 to the accompanying non-consolidated financial statements, for the equity method of accounting on Goodmorning Shinhan Securities Co., Ltd. and Jeju Bank, the financial statements reviewed by other accountants were used. Those statements reflect total investment securities of W631,308 million (14.1% of total assets of the Company) as of September 30, 2002 and operating revenues of W753 million (0.2% of total operating revenue of the Company) for the period then ended. As described in Note 12 to the accompanying non-consolidated financial statements, the Company recorded W18,031 million of operating revenue for the period ended September 30, 2002 and W526,101 million of loans as of September 30, 2002 with its related parties. As described in Note 23 to the accompanying non-consolidated financial statements, on October 1, 2002, SH&C Life Insurance was established under the joint venture agreement. Its initial capital stock was W30 billion and the Company owns 3,000,001 shares (50% of total outstanding shares + 1 share) of that company. Additionally, on October 24, 2002, the Company sold 3,999,999 shares (50% of total outstanding shares 1 share) of Shinhan Investment Trust Management Co., Ltd. to BNP Paribas Asset Management for an aggregate price of W23,750 million. As discussed in Note 24 to the accompanying non-consolidated financial statements, the operations of the Company may be directly or indirectly affected by the general unstable economic conditions in the Republic of Korea and the impact of the implementation of structural reforms. As discussed in Note 2(a) to the accompanying non-consolidated financial statements, accounting principles and review standards and their application in practice vary among countries. The accompanying non-consolidated financial statements are not intended to present the financial position and results of operations in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying non-consolidated financial statements are for use by those knowledgeable about Korean accounting procedures and review standards and their application in practice. October 25, 2002

4 Non-Consolidated Balance Sheets September 30, 2002 and 2001 (In millions of Won and thousands of U.S. dollars, except share data) Won U.S. dollars (note 2) Assets Cash and due from bank (notes 3 and 12) W 16,820 1,405 $ 13,725 1,146 Investment securities (notes 2 and 4) 3,937,218 3,480,567 3,212,744 2,840,120 Loans, net (notes 2, 5, 8 and 12) 495, ,426 - Fixed assets, net (notes 2 and 6 ) 1,318 1,241 1,076 1,013 Other assets (notes 7, 8, 12 and 15) 11,513 5,331 9,394 4,350 Total assets W 4,462,493 3,488,544 $ 3,641,365 2,846,629 Liabilities and Stockholders equity Liabilities: Borrowings (notes 8 and 9) W 46,765 18,500 $ 38,160 15,096 Debentures, net (notes 2, 8 and 9) 463, ,069 - Retirement and severance benefits (notes 2 and 10) Deferred income tax liabilities (notes 2 and 21) 17,193-14,029 - Other liabilities (notes 8 and 11) 3, , Total liabilities 530,666 18, ,020 15,173 Stockholders equity: Common stock of W5,000 par value 1,461,800 1,461,721 1,192,819 1,192,755 Authorized - 1,000,000,000 shares Issued - 292,360,083 shares in 2002 Issued - 292,344,192 shares in 2001 Additional paid in capital 1,976,632 1,976,650 1,612,919 1,612,934 Retained earnings (note 14) 502, , , ,848 Capital adjustments (notes 2 and 15) (8,863) (107,943) (7,232) (88,081) Total stockholders equity 3,931,827 3,469,949 3,208,345 2,831,456 Commitments and contingencies (note 13) Total liabilities and stockholders equity W 4,462,493 3,488,544 $ 3,641,365 2,846,629 See accompanying notes to non-consolidated financial statements

5 Non-Consolidated Statements of Earnings Nine-month period ended September 30, 2002 and one-month period ended September 30, 2001 (In millions of Won and thousands of U.S. dollars, except earnings per share data) Won U.S. dollars (note 2) Operating revenue: Valuation gain on investment securities accounted for by the equity method of accounting (notes 4 and 18) W 463, ,564 $ 378, ,515 Interest income (note 12) 15, , , , , ,517 Operating expense: Interest expense 12, , Commission and fees General and administrative expenses (note 20) 15,554 1,700 12,693 1,388 28,507 1,841 23,263 1,503 Ordinary income 450, , , ,014 Other income (deductions): Foreign currency translation gain (note 12) 3,495-2,852 - Foreign currency translation loss (3,495) - (2,852) - Earnings before income taxes 450, , , ,014 Income taxes (notes 2 and 21) 17,193-14,029 - Net earnings W 433, ,726 $ 353, ,014 Earnings per share of common stock in Won and U.S. dollars (note 22) W 1, $ Diluted earnings per share of common stock in Won and U.S. dollars (note 22) W 1, $ See accompanying notes to non-consolidated financial statements

6 Notes to Non-Consolidated Financial Statements September 30, 2002 and 2001 (In millions of Won and thousands of U.S. dollars) (1) Description of the Company Shinhan Financial Group Co., Ltd. (the Company ) was incorporated on September 1, 2001 by way of the transfer of all issued shares owned by shareholders of Shinhan Bank, Shinhan Securities Co., Ltd., Shinhan Capital Co., Ltd. and Shinhan Investment Trust Management Co., Ltd. to the Company. The Company was formed for the purpose of providing management services and financing to affiliated companies with W1,461,721 million ($1,192,755 thousand) of initial capital stock and the Company s shares were listed on the Korea Stock Exchange on September 10, As of September 30, 2002, the Company has nine subsidiaries including Jeju Bank, Shinhan Card Co., Ltd., Goodmorning Shinhan Securities Co., Ltd. and Shinhan Credit Information Co. Ltd., which were newly incorporated with the Company in 2002 and the Company s capital stock as of September 30, 2002 was W1,461,800 million ($1,192,819 thousand). Details of its subsidiaries are as follows: (a) Shinhan Bank Shinhan Bank was incorporated on September 15, 1981 under the General Banking Act of Korea to engage in the commercial banking and trust business. As of September 30, 2002 Shinhan Bank s capital stock was W1,223,152 million ($998,084 thousand). Shinhan Bank has 340 branch offices and 167 automated teller machine locations. (b) Goodmorning Shinhan Securities Co., Ltd. Goodmorning Shinhan Securities Co., Ltd. ("Goodmorning Shinhan Securities") was incorporated on April 2, 1973 to engage in securities trading, underwriting and brokerage services. Its shares were listed on the Korea Stock Exchange on December 19, On June 18, 2002, the Company acquired a 29% share of Good Morning Securities Co., Ltd. from its largest shareholders and on July 31, 2002, Good Morning Securities Co., Ltd. was merged with Shinhan Securities Co., Ltd., which was one of subsidiaries of the Company, at the exchange rate of Good Morning Securities Co., Ltd. shares for each Shinhan Securities Co., Ltd. share, and renamed to Goodmorning Shinhan Securities. As of September 30, 2002, it operates through 94 branches and its capital stock was W1,171,817 million ($956,195 thousand). (c) Shinhan Card Co., Ltd. Shinhan Card Co., Ltd. ( Shinhan Card ) was established on June 1, 2002 under Credit Specialty Finance Law through the spin-off of the credit card division of Shinhan Bank. Shinhan Card is engaged principally in credit card services, factoring, consumer loan and installment financing and it holds 1.43 million of franchise accounts and 2.45 million of credit card holders. As of September 30, 2002, its capital stock was W152,847 million ($124,722 thousand). (d) Shinhan Capital Co., Ltd. Shinhan Capital Co., Ltd. ( Shinhan Capital ) was incorporated on April 19, 1991 to engage in the leasing and rental business and it changed its name on May 27, 1999 from Shinhan Leasing Co., Ltd. to Shinhan Capital. As of September 30, 2002, its capital stock was W80,000 million ($65,279 thousand).

7 2 (In millions of Won and thousands of U.S. dollars) (1) Description of the Company, Continued (e) Shinhan Investment Trust Management Co., Ltd. On August 1, 1996, Shinhan Investment Trust Management Co., Ltd. ( Shinhan ITMC ) was established and obtained a license to engage in the business of investment and trust of securities and advisory services under the Investment and Trust of Securities Law. Shinhan ITMC s capital stock was W40,000 million ($32,640 thousand) as of September 30, (f) Jeju Bank Jeju Bank was incorporated on March 18, 1969 under the General Banking Act of Korea to engage in the commercial banking and trust business and listed its shares on the Korean Stock Exchange on December 28, On April 4, 2002, Jeju Bank became one of subsidiaries of the Company through acquiring a 51% share from Korea Deposit Insurance Corporation. Additionally, the Company s percentage of ownership increased to 62% with the acquisition of additional common shares W20,177 million ($16,464 thousand) on July 5, 2002 and its capital stock was W77,644 million ($63,357 thousand) as of September 30, (g) e-shinhan Inc. e-shinhan Inc. ( e-shinhan ) was incorporated on February 21, 2001 to engage in the business of internet brokerage service and comprehensive management services on customer accounts. On September 1, 2001, e-shinhan became one of the subsidiaries of the Company through a stock purchase, and its capital stock was W2,820 million ($2,301 thousand) as of September 30, (h) Shinhan Macquarie Financial Advisory Co., Ltd. Shinhan Macquarie Financial Advisory Co., Ltd. ( Shinhan Macquarie ) was incorporated on August 1, 2001 to engage in the business of financial advisory services and cross border leasing. On September 1, 2001, Shinhan Macquarie became one of the subsidiaries of the Company through a stock purchase, and its capital stock was W1,000 million ($816 thousand) as of September 30, (i) Shinhan Credit Information Co., Ltd Shinhan Credit Information Co., Ltd. ( Shinhan Credit Information ) was established as wholly owned subsidiary of the Company to engage in the business of debt collection services and credit research. As of September 30, 2002, its capital stock was W3,000 million ($2,448 thousand).

8 3 (1) Description of the Company, Continued Ownerships between the Company and its subsidiaries as of September 30, 2002 are as follows: Investor Investee Number of Percentage of shares ownership (%) The Company Shinhan Bank 244,629, Goodmorning Shinhan Securities 104,538,205 (*) 59.4 Shinhan Card 30,569, Shinhan Capital 16,000, Shinhan ITMC 8,000, Jeju Bank 9,692, e-shinhan 415, Shinhan Macquarie 102, Shinhan Credit Information 600, Shinhan Bank The Company 29,873, (*) 58,409,710 shares of treasury stock considered (2) Basis of Presenting Financial Statements and Summary of Significant Accounting Policies The accompanying non-consolidated financial statements have been prepared in conformity with generally accepted financial accounting standards, the accounting standards for quarterly and semiannual financial statements and the financial accounting standards applicable to financial holding companies in the Republic of Korea, and details are as follows: (a) Basis of Presenting Financial Statements The Company maintains its official accounting records in Korean Won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these financial statements are intended for use only by those who are informed about Korean accounting principles and practices. The accompanying nonconsolidated financial statements have been condensed, restructured and translated into English (with certain expanded descriptions) from the Korean language financial statements. (b) Basis of Translating Financial Statements The accompanying non-consolidated financial statements are expressed in Korean Won and, solely for the convenience of the reader, have been translated into U.S. dollars at the rate of W1, to US$1, the basic exchange rate on September 30, These translations should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.

9 4 (In millions of Won) (2) Basis of Presenting Financial Statements and Summary of Significant Accounting Policies, Continued (c) Allowance for Loan Losses The Company provides an allowance for doubtful accounts to cover estimated losses on loans, based on collection experience and analysis of the collectibility of individual outstanding loans. For equity method investees, the Company applies the same criteria in providing allowances for loan losses. Accordingly, an additional allowance of W3,790 million for Goodmorning Shinhan Securities, W7,439 million for Shinhan Capital and W1,782 million for Jeju Bank are provided, respectively, as of September 30, 2002, as compared to the financial statements provided by those companies. (d) Investment Securities The Company s investment in equity securities is composed entirely of equity securities in subsidiaries which are under significant influence of the Company. Investments in equity securities of subsidiaries which are under significant influence of the Company are stated at an amount as determined using the equity method. The difference between carrying value and amount after adjusting investors interest in investee s net assets is charged or credited to current income and the difference derived from changes in the investee s retained earnings is presented as an increase or decrease in the investor s beginning retained earnings. If the difference is derived from changes in investee s capital surplus or capital adjustment, it is charged to the capital adjustment as a component of stockholders equity. For debt securities presented in investments, acquisition cost is determined by the moving average method. Investments in debt securities categorized as held to maturity are recorded at amortized cost, with the related amortization included in interest expense. Investments in debt securities other than those held to maturity are recorded at fair value with unrealized loss or gain included as a separate component of stockholders equity. In valuing debt securities, if the fair value declines significantly and is not expected to recover, the difference between the book value and the fair value is charged to current operations as an impairment loss. Subsequent recoveries are also recorded in current operations up to the original cost of the investment.

10 5 (2) Basis of Presenting Financial Statements and Summary of Significant Accounting Policies, Continued (e) Fixed Assets i) Tangible Assets Property and equipment are stated at cost. Significant additions or improvements extending useful lives of assets are capitalized. However, normal maintenance and repairs are charged to expense when incurred. The depreciation method and useful lives of premises and equipment are as follows: Descrptions Depreciation Method Useful Lives Vehicles Declining-balance 5 years Furniture and fixtures Leasehold improvement Straight-line Other Declining-balance ii) Intangible Assets Intangible assets are stated at acquisition cost less amortization computed using the straight-line method over 5 years. (e) Discounts on Debentures Discounts on debentures issued, which represent the difference between the face value of debentures issued and the issuance price of debentures, are amortized on the effective interest method over the life of the debentures. The amount amortized is included in interest expense. (f) Income Taxes Income tax on the earnings for the year comprises current and deferred tax. Income tax is recognized in the statement of earnings except to the extent that it relates to items recognized directly to equity, in which case it is recognized in equity. Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable earnings will be available against which the unused tax losses and credits can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

11 6 (In millions of Won and thousands of U.S. dollars) (2) Basis of Presenting Financial Statements and Summary of Significant Accounting Policies, Continued (g) Retirement and Severance Benefits Employees who have been with the Company for more than one year are entitled to lump-sum payments based on current rates of pay and length of service when they leave the Company. The Company's estimated liability under the plan which would be payable if all employees left on the balance sheet date is accrued in the accompanying non-consolidated balance sheets. (h) Translation of Foreign Currency Denominated Assets and Liabilities Monetary assets and liabilities denominated in foreign currencies are translated into Korean Won at the balance sheet date, with the resulting gains and losses recognized in current results of operations. As permitted by the Financial Accounting Standards, monetary assets and liabilities denominated in foreign currencies are translated into Korean Won at W1, and W1, to US$ 1, the basic rates of exchange on September 30, 2002 and 2001, respectively. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into Korean Won at the foreign exchange rate ruling at the date of the transaction. (3) Cash and Due from Banks As of September 30, 2002, W2.5 million of total cash and due from banks is restricted for guarantee deposits on bank accounts.

12 7 (In millions of Won and thousands of U.S. dollars) (4) Investment Securities (a) Investment securities as of September 30, 2002 and 2001 consist of the following: Won U.S. dollars (Note 2) Stocks W 3,935,453 3,480,567 $ 3,211,304 2,840,120 Bonds 1,765-1,440 - W 3,937,218 3,480,567 $ 3,212,744 2,840,120 (b) Changes in investment securities accounted for by the equity method for the periods ended September 30, 2002 and 2001 are as follows: Subsidiaries Book value as of December 31, 2001 Investment (Dividend received) Current earnings (loss) 2002 Retained earnings Capital adjustments Total Book value as of September 30, 2002 Shinhan Bank W 3,446,112 (870,649) 443,763 (264) (91,857) (518,007) 2,928,105 Goodmorning Shinhan Securities 243, ,709 (5,735) (36) (44,848) 340, ,763 Shinhan Card - 246,956 3, , ,640 Shinhan Capital 63,781-12,366 - (1,628) 10,738 74,519 Shinhan ITMC 42,557 (2,000) 3,317 (74) 74 1,317 43,874 Jeju Bank - 42,935 6,488 - (1,878) 47,545 47,545 e-shinhan 4,673 - (624) (1) 26 (599) 4,074 Shinhan Macquarie 776 (484) (81) (3) - (568) 208 Shinhan Credit Information - 3,000 (275) - - 2,725 2,725 W 3,801,572 (189,533) 463,903 (378) (140,111) 133,881 3,935,453 (note) Financial statements of Goodmorning Shinhan Securities and Jeju Bank were reviewed by other accountants. Subsidiaries Acquisition cost Current earnings (loss) Retained earnings 2001 Capital adjustments Total Book value as of September 30, 2001 Shinhan Bank W 3,240,494 10,568 (205) (108,969) (97,969) 3,142,525 Shinhan Securities 102, ,358 - (2,962) 126, ,940 Shinhan Capital 54,091 5,052-3,307 8,359 62,450 Shinhan ITMC 41, ,771 e-shinhan 8,270 (3,389) - - (3,389) 4,881 Shinhan Macquarie 510 (510) - - (510) - W 3,447, ,564 (205) (170,942) 33,417 3,480,567

13 8 (In millions of Won and thousands of U.S. dollars) (4) Investment Securities, Continued Under the equity method, the Company records changes in its proportionate equity of the book value of subsidiaries as current earnings, capital adjustments or adjustments to retained earnings (if earned/accrued in prior period), depending on the nature of the underlying change in book value of subsidiaries. Differences between the acquisition cost and fair value of subsidiaries are amortized (reversed) over reasonable period within 20 years using the straightline method. The changes in goodwill (negative goodwill) for the nine-month period ended September 30, 2002 are as follows: Beginning Increase Ending Amortization balance (decrease) balance Goodmorning Shinhan Securities W - 233,030 5, ,729 Jeju Bank - (7,585) (361) (7,224) W - 225,445 4, ,505 (c) Investment in debt securities as of September 30, 2002 is as follows: Acquisition cost Fair value Book value Bond with stock warrant: Shinhan Bank W 1,785 1,765 1,765 (5) Loans Loans as of September 30, 2002 consist of the following: Accounts Borrower Maturity Interest rate Won U.S. dollars (Note2) Loans in Won Shinhan Capital % W 29,000 $ 23, % 68,200 55, % 30,000 24, % 20,000 16, % 30,000 24, % 30,000 24, % 20,000 16, , ,395 Loans in foreign currencies Shinhan Capital Libor+1.2% 36,765 30, Libor+1.14% 36,665 29,918 73,430 59,918 Privately placed bonds Shinhan Bank % 50,000 40,799 Jeju Bank % 20,000 16,320 Goodmorning Shinhan Securities % 130, , , ,198 Total 500, ,511 Less: Allowance for loan losses (5,006) (4,085) Net W 495,624 $ 404,426

14 9 (In millions of Won and thousands of U.S. dollars) (6) Fixed Assets Details of fixed assets as of September 30, 2002 and 2001 are summarized as follows: Won U.S. dollars (Note 2) Property and equipment: Vehicles W $ Furniture and fixtures Leasehold improvement and other 1, ,773 1,247 1,447 1,018 Less: accumulated depreciation (521) (33) (425) (27) 1,252 1,214 1, Intangible assets: Organization costs Other Total W 1,318 1,241 $ 1,076 1,013 (7) Other Assets Other assets as of September 30, 2002 and 2001 are as follows: Won U.S. dollars (Note 2) Guarantee deposits W 6,252 5,331 $ 5,101 4,350 Long-term receivables 1,403-1,145 - Accrued income 2,565-2,093 - Prepaid expenses Prepaid income taxes Other W 11,513 5,331 $ 9,394 4,350 (8) Assets and Liabilities Denominated in Foreign Currency Assets and liabilities denominated in foreign currency as of September 30, 2002 are summarized as follows: Foreign currency (U.S. dollars) Equivalent Won (Million) Assets: Loans $ 59,919,000 W 73,430 Other assets (accrued income) 89, ,008,580 73,540 Liabilities: Borrowings 30,000,000 36,765 Other liabilities (accrued expense) 82, Debentures 30,000,000 36,765 Discounts on debentures (88,650) (109) $ 59,993,700 W 73,522

15 10 (In millions of Won and thousands of U.S. dollars) (9) Borrowings and Debentures (a) Borrowings as of September 30, 2002 and 2001 are as follows: 2002 Account Maturity date Interest rate Won U.S. dollars (Note 2) Lender Borrowings in Won % W 10,000 $ 8,160 Koram Bank Industrial & Borrowings in Libor+1% 36,765 30,000 Commercial foreign currencies Bank of China W 46,765 $ 38, Account Maturity date Interest rate Won U.S. dollars (Note 2) Lender Borrowings in Won CD+1.1% W 7,000 $ 5,712 Koram Bank 10,000 8,160 CD+1.35% 1,500 1,224 (b) Debentures as of September 30, 2002 are as follows: W 18,500 $ 15,096 Maturity date Interest rate Won U.S. dollars (Note 2) Debentures in Won 1st non-guaranteed % W 30,000 $ 24,480 2nd non-guaranteed % 70,000 57,119 3rd non-guaranteed % 50,000 40,800 4th non-guaranteed % 30,000 24,480 5th non-guaranteed % 20,000 16,320 6th non-guaranteed % 30,000 24,480 7th non-guaranteed % 20,000 16,320 8th non-guaranteed % 30,000 24,480 9th non-guaranteed % 20,000 16,320 10th non-guaranteed % 130, , , ,877 Debentures in foreign currencies Libor+0.85% 36,765 30,000 Less: discounts on debentures (3,441) (2,808) Total debentures, net W 463,324 $ 378,069

16 11 (In millions of Won and thousands of U.S. dollars) (9) Borrowings and Debentures, Continued (c) Aggregate maturities of borrowings and debentures as of September 30, 2002 are as follows: Repayment schedule Balance Borrowings W 46,765 10,000 36,765 - Debentures 466, , ,000 W 513,530 10, , ,000 (10) Retirement and Severance Benefits Changes in retirement and severance benefits for the periods ended September 30, 2002 and 2001 are summarized as follows: Won U.S. dollars (Note 2) Beginning balance W - - $ - - Payment Provision W $ (11) Other Liabilities Other liabilities as of September 30, 2002 and 2001 consist of the following: Won U.S. dollars (Note 2) Withholding taxes W $ Dividends payables Accounts payable Accrued expenses 2,273-1,855 - W 3, $ 2,520 77

17 12 (In millions of Won) (12) Related Party Transactions Significant balances and transactions with the related parties as of and for the periods ended September 30, 2002 and 2001 are summarized as follows: (a) Details of transactions Transaction Party Won U.S. dollars (Note 2) Revenue earned Expense incurred Account The Company Shinhan Bank Interest income W 4,561 - $ 3,722 - Jeju Bank Shinhan Capital 10,059-8,208 - Foreign currency translation gain 2,707-2,209 - Goodmorning Shinhan Interest income Securities Shinhan Bank Shinhan Capital Interest income 7,611 3,818 6,211 3,115 Commission income Jeju Bank Interest income Goodmorning Shinhan Interest income 1,412-1,152 - Securities Shinhan Card Commission income 30,115-24,574 - Rental income Shinhan Commission income Macquarie Shinhan Shinhan Bank Interest income Securities Shinhan Interest income Capital 1, Valuation gain on currency swap 1,721-1,404 - Shinhan ITMC Interest income Jeju Bank Shinhan Card e-shinhan

18 13 (In millions of Won) (12) Related Party Transactions, Continued (b) Account balances U.S dollars Won Creditor Debtor Account (Note 2) The Company Shinhan Bank Cash and due from banks W 16,820 1,405 $ 13,725 1,146 Other assets (Guarantee deposits) 6,085 5,331 4,965 4,350 Loans (Privately placed bonds) 50,000-40,800 - Other assets (Accrued income) Shinhan Capital Loans 300, , , ,164 Other assets (Accrued income) 2,154 1,843 1,758 1,504 Jeju Bank Loans (Privately placed bonds) 20,000-16,320 - Other assets (Accrued income) Goodmorning Loans Shinhan (Privately placed bonds) Securities 130, ,079 - Other assets (Accrued income) Shinhan Bank Shinhan Capital Loans 42,952 65,537 35,049 53,478 Loans (Privately placed bonds) 50, ,000 40,800 81,599 Other assets (Accrued income) Shinhan ITMC Other assets (Accrued income) Jeju Bank Loans (Privately placed bonds) 3,140-2,562 - Other assets (Accrued income) Goodmorning Loans Shinhan (Privately placed bonds) Securities 70,000-57,120 - Other assets (Accrued income) 1, Goodmorning Shinhan Securities Cash and due from banks - 3,011-2,457 Shinhan Capital Shinhan Bank Cash and cash equivalents 14,090 1,111 11, Currency swap 1,721-1,404 - Trading securities - 19,134-15,613 Shinhan ITMC Due from bank deposits 4,741 11,000 3,869 8,976 Other assets (Accrued income) Goodmorning Shinhan Securities Other assets (Guarantee deposits) Jeju Bank Shinhan Bank Call loans 5,000-4,080 - Shinhan Card Cash and cash equivalents Call loans 6,000-4,896 - e-shinhan Cash and due from banks 3,712 4,514 3,029 3,683 Shinhan Macquarie Cash and due from banks

19 14 (In millions of Won and thousands of U.S. dollars) (12) Related Party Transactions, Continued (c) Guarantees and acceptances The guarantees and acceptances provided with the related parties as of September 30, 2002, is as follows: Amount guaranteed Creditor Debtor Account U.S. dollars Won (Note 2) Shinhan Bank Shinhan Capital Letter of credit W 10,874 $ 8,873 (13) Commitments and Contingencies As of September 30, 2002, the Company provided a blank note to Koram Bank, as collaterals related to bank overdraft. (14) Retained Earnings Retained earnings as of September 30, 2002 are summarized as follows: Won U.S. dollars (Note 2) Legal reserves W 22,076 - $ 18,014 - Unappropriated retained earnings 480, , , , , , , ,848 The Korean Financial Holding Company Act requires the Company to appropriate a minimum of 10% of annual net earning as a legal reserve whenever dividends are paid until such reserve equals its paid-in capital. Under the stockholders approval, it may be transferred to common stock in connection with stock dividends or used to reduce any accumulated deficit.

20 15 (In millions of Won) (15) Capital Adjustment As of September 30, 2002, the Company s capital adjustment consists of valuation gain on investment securities in subsidiaries using the equity method and stock option, which was granted to the personnel of the Company and its subsidiaries under a resolution at the Board of Directors meeting. Details of stock options in effects as of September 30, 2002 are as follows: (a) Details of stock options Personnel of the Company Personnel of subsidiaries Grant date Shares granted 213,500 shares 790,700 shares Type of stock options Compensatory stock options Compensatory stock options or stock appreciation rights or stock appreciation rights Exercise price (Won) W 18,910 W 18,910 Exercise period Within 4 years after 2 years Within 4 years after 2 years from grant date from grant date Forfeited period after 6 years from grant date after 6 years from grant date (b) Changes in stock compensation expense Personnel of Personnel of the Company subsidiaries Compensation expense recorded as of September 30, 2002 W 379 1,403 Compensation expense to be recorded in subsequent periods 1,716 6,355 (c) The Company calculated the compensation expenses using the fair value method and details are as follows: Personnel of the Company Personnel of subsidiaries Risk-free interest rate 6.43% 6.43% Expected exercise period 4 years 4 years Expected stock price volatility 27.13% 27.13% Expected dividend yield 0% 0% Expected ratios of no-exercise 0% 0% Weighted average exercise price 18,910 18,910 Weighted average fair value 9,812 9,812 For the stock options, which were granted to the personnel of the subsidiaries, difference between the exercise price and the market price on the date of exercise would be assumed by subsidiaries of the Company. Therefore, related to stock option, subsidiaries recorded compensation expense as long-term accounts payable, and the Company accounted for longterm accounts receivable.

21 16 (In millions of Won) (16) Condensed Financial Statements of Subsidiaries Condensed financial statements of subsidiaries as of and for the periods ended September 30, 2002 and 2001 are as follows: (a) Balance sheets 2002 Subsidiaries Total assets Total liabilities Total stockholders equity Shinhan Bank W 57,308,659 54,380,556 2,928,104 Goodmorning Shinhan Securities 1,507, , ,233 Shinhan Card 2,077,986 1,827, ,639 Shinhan Capital 865, ,602 81,959 Shinhan ITMC 45,556 1,681 43,875 Jeju Bank 1,693,717 1,587, ,444 e-shinhan 5, ,530 Shinhan Macquarie 2,202 1, Shinhan Credit Information 3, ,725 W 63,510,860 59,516,945 3,993, Subsidiaries Total assets Total liabilities Total stockholders equity Shinhan Bank W 51,935,031 48,792,506 3,142,525 Shinhan Securities 648, , ,903 Shinhan Capital 783, , ,185 Shinhan ITMC 43,366 1,596 41,770 e-shinhan 6, ,571 Shinhan Macquarie 979 1,071 (92) W 53,417,899 49,897,037 3,520,862

22 17 (In millions of Won) (16) Condensed Financial Statements of Subsidiaries, Continued (b) Income statements Subsidiaries Operating revenue Operating expense 2002 Operating income Ordinary income (loss) Net earning (loss) Shinhan Bank W 3,659,417 2,992, , , ,766 Goodmorning Shinhan Securities (*) 272, ,268 (513) (8,486) 17,836 Shinhan Card 126, ,235 5,327 5,263 3,684 Shinhan Capital 115, ,999 9,355 9,710 6,786 Shinhan ITMC 9,351 4,960 4,391 4,239 3,317 Jeju Bank 107,207 93,198 14,009 16,029 12,313 e-shinhan 1,552 2,499 (947) (847) (847) Shinhan Macquarie 3,197 4,203 (1,006) (1,453) (141) Shinhan Credit Information (293) (275) (275) W 4,295,948 3,598, , , ,439 (*) For the period between April 1, 2002 to September 30, 2002 Subsidiaries Operating revenue Operating expense 2001 Operating income Ordinary income (loss) Net earning (loss) Shinhan Bank W 1,397,530 1,376,516 21,014 9,296 10,568 Shinhan Securities 41,998 38,138 3,860 3,569 2,381 Shinhan Capital 33,233 33, (791) (306) Shinhan ITMC 2,797 1,382 1,415 1, e-shinhan 110 3,034 (2,924) (2,999) (2,999) Shinhan Macquarie (365) (372) (1,092) W 1,475,722 1,452,672 23,050 10,118 9,037

23 18 (In millions of Won) (17) Financing and Operating Status of Subsidiaries The financing and operating status of the Company and its subsidiaries as of September 30, 2002 and 2001 are as follows: (a) Financing 2002 Subsidiaries Deposits Borrowings Debentures (*) Total The Company W - 46, , ,089 Shinhan Bank 34,500,731 11,281,041 4,848,465 50,630,237 Goodmorning Shinhan Securities 530,795 95, , ,512 Shinhan Card - 2,800 1,772,782 1,775,582 Shinhan Capital - 564, , ,782 Jeju Bank 1,364,633 70,912 35,000 1,470,545 W 36,396,159 12,062,176 7,442,502 55,900,837 (*) Net of discounts on debentures 2001 Subsidiaries Deposits Borrowings Debentures (*) Total The Company W - 18,500-18,500 Shinhan Bank 30,575,150 11,293,658 2,977,276 44,846,084 Shinhan Securities 246, ,362 12, ,651 Shinhan Capital - 357, , ,245 W 30,821,439 11,802,165 3,262,876 45,886,480 (*) Net of discounts on debentures

24 19 (In millions of Won) (17) Financing and Operating Status of Subsidiaries, Continued (b) Operating assets 2002 Subsidiaries Loans (*) Securities Bank deposits Total The Company W 495,624 3,937,218 16,820 4,449,662 Shinhan Bank 39,625,036 13,565, ,493 53,984,459 Goodmorning Shinhan Securities 95, , ,789 1,074,552 Shinhan Card 2,053, ,053,693 Shinhan Capital 639,953 47,965 19, ,508 Shinhan ITMC 68 13,450 27,824 41,342 Jeju Bank 1,275, ,717 14,742 1,563,051 e-shinhan ,712 3,937 Shinhan Macquarie Shinhan Credit Information - - 1,794 1,794 W 44,212,031 18,210,192 1,458,297 63,880,520 (*) Net of allowance for doubtful accounts and present value discounts (**) After reflecting additional provisions for loan losses, amounting to W3,790 million, W7,439 million and W1,782 million of Goodmorning Shinhan Securities, Shinhan Capital and Jeju Bank, respectively, in order to apply the same criteria in providing allowances for loan losses 2001 Subsidiaries Loans (*) Securities Bank deposits Total The Company W - 3,480,567 1,405 3,481,972 Shinhan Bank 32,078,554 13,767,886 2,108,942 47,955,382 Shinhan Securities 61, , , ,478 Shinhan Capital 633,380 71, ,127 Shinhan ITMC ,607 1,200 14,955 e-shinhan W 32,773,420 17,571,373 2,346,269 52,691,062 (*) Net of allowance for doubtful accounts and present value discounts

25 20 (In millions of Won) (18) Contribution of Subsidiaries to the Company s Net Earning Effects under the equity method on the Company s net earnings are as follows: Amount Ratio (%) Amount Ratio (%) Valuation gain by the equity method on: Shinhan Bank W 447, W 10, Goodmorning Shinhan Securities (5,735) (1.24) 129, Shinhan Capital 12, , Shinhan ITMC 3, e-shinhan (624) (0.13) (3,389) (2.39) Shinhan Macquarie (81) (0.02) (510) (0.36) Jeju Bank 6, Shinhan Card 3, Shinhan Credit Information (275) (0.06) , , (19) Allowance for Doubtful Accounts of the Company and its Subsidiaries For the periods ended September 30, 2002 and 2001 changes in allowance for doubtful accounts of the Company and its subsidiaries are as follows: Beginning balance Increase (decrease) Ending balance Beginning balance Increase (decrease) Ending balance The Compnay W 1,472 3,534 5, Shinhan Bank 601,517 3, , , , ,850 Goodmorning Shinhan Securities (*) 82,609 15,170 97,779 25,625 (12,148) 13,477 Shinhan Card - 86,117 86, Shinhan Capital (**) 102,454 (66,302) 36,152 43,200 7,001 50,201 Shinhan ITMC 25 (15) Jeju Bank (***) 26,952 14,966 41, e-shinhan Shinhan Macquarie 21 (20) W 815,050 56, , , , ,551 (*) Including additional allowance for doubtful accounts made by the Company of W3,790 million as of September 30, 2002 (**) Including additional allowance for doubtful accounts made by the Company of W13,019 million and W7,439 million as of September 30, 2002 and 2001, respectively (***) Including additional allowance for doubtful accounts made by the Company of W1,782 million as of September 30, 2002

26 21 (In millions of Won) (20) General and Administrative Expenses Details of general and administrative expenses for the period ended September 30, 2002 and 2001 are as follows: Won U.S. dollars (Note 2) Salaries W 4, $ 3, Provision of retirement and severance benefits Employee benefits Entertainment Rental Depreciation and amortization Bad debts 3,534-2,884 - Taxes and dues Commissions and fees 5, , Other W 15,554 1,700 $ 12,693 1,388 (21) Income Taxes The Company is subject to a number of income taxes based upon taxable income that resulted in a normal tax rate of approximately 29.7% and 30.8% for the periods ended September 30, 2002 and 2001, respectively. (a) The components of income tax expense for the period ended September 30, 2002 are summarized as follows: Won U.S. dollars (Note 2) Current W - $ - Deferred (*) 17,193 14,029 W 17,193 $ 14,029 (*) Ending balance of deferred tax liabilities W (17,193) $ (14,029) Beginning balance of deferred tax liabilities - - Increase of deferred tax liabilities W (17,193) $ (14,029)

27 22 (In millions of Won) (21) Income Taxes, Continued (b) Reconciliation of accounting income and taxable income for the periods ended September 30, 2002 and 2001 is as follows: Description Temporary difference Permanent difference Addition: Dividend received W 640, Deemed interest - - 4,120 - Accrued income earned in prior period Investment securities Retirement and severance benefits Entertainment expense in excess of tax limit Sub-total 642,065-4,999 - Deduction: Dividend received ,578 - Retained earnings Accrued income earned in current period 2, Valuation gain accounted for by the equity method 463, , Sub-total 466, , ,957 - Total W 175,597 (141,564) (635,958) - (c) Changes in significant accumulated temporary differences and tax effects for the periods ended September 30, 2002 and 2001 are as follows: Beginning balance Increase 2002 Decrease Ending balance Deductible temporary differences: Investment securities W - 1,220-1,220 Retirement and severance benefits W - 1,398-1,398 Taxable temporary differences: Valuation gain accounted for by the equity method W 225, , ,771 48,927 Accrued income - 3, ,565 Organization costs W 225, , ,508 51,496 Tax effects of cumulative temporary differences: Deferred tax assets W Deferred tax liabilities (-) (22,340) (219) (22,121) Tax effects of tax loss carryforwards: Deferred tax assets - 4,513-4,513 Net deferred tax assets (liabilities) - (17,412) (219) (17,193) Tax effects recorded in financial statements W - (17,412) (219) (17,193)

28 23 (In millions of Won) (21) Income Taxes, Continued Beginning balance 2001 Increase Decrease Ending balance Taxable temporary differences: Valuation gain accounted for by the equity method W - (141,564) - (141,564) Tax effects of cumulative temporary differences: Deferred tax liabilities - (42,045) - (42,045) Tax effects of tax loss carryforwards: Deferred tax assets Net deferred tax assets (liabilities) W - (41,499) - (41,499) Tax effects recorded in the financial statements W Tax effects on valuation gain accounted for by the equity method are recognized by certainty of realization for each subsidiaries. (d) Effective tax rates for the periods ended September 30, 2002 and 2001 are as follows: Won U.S. dollars (Note 2) Income taxes W 17,193 - $ 14,029 - Income before income taxes 450, , , ,015 Effective income tax rate 3.81% % - (22) Earnings Per Share (a) Basic earnings per share Earnings per common share is calculated by dividing net earnings by the weighted-average number of shares of common stock outstanding. The Company s earnings per share for the periods ended September 30, 2002 and 2001 are computed as follows: Won U.S. dollars (Note 2) Net earnings for periods W 433,527,673, ,726,113,598 $ 353,755, ,015,596 Extraordinary gain Ordinary income 433,527,673, ,726,113, ,755, ,015,596 Weighted average number of common shares outstanding 292,350, ,344, ,350, ,344,192 (Ordinary) earnings per share W 1, $

29 24 Notes to Non-Consolidated Financial Statements (In millions of Won and U.S dollars except shares) (22) Earnings Per Share, Continued (b) Diluted earnings per share Diluted earnings per share is computed using the weighted average number of shares outstanding during the period plus the dilutive effect of stock options outstanding during the period. If stock option exercised, 1,004,200 share of common stock would be issued. If stock option exercised and converted into common stock on grant date, weighted average number of common shares outstanding is 292,832,813. Details of ordinary earnings per share and net earnings per share due to dilutive effect are as follows: Won U.S. dollars (Note 2) Ordinary income for periods W 433,527,673,215 - $ 353,755,751 - Add: Compensation expense net of income taxes 364,330, ,291 - Diluted ordinary / net income 433,892,003, ,053,042 - Weighted average number of common shares outstanding 292,832, ,832,813 - Diluted (ordinary) earnings per share W 1,482 - $ (23) Significant Event Occurred Subsequently after Balance Sheet Date (a) Establishment of new subsidiary On October 1, 2002, SH&C Life Insurance was established under the joint venture agreement. Its initial capital stock was W30 billion and the Company owns 3,000,001 shares (50% of total outstanding shares + 1 share). (b) Disposition of Shares in Shinhan ITMC On October 24, 2002, the Company sold 3,999,999 shares (50% of total outstanding shares 1 share) of Shinhan ITMC to BNP Paribas Asset Management for an aggregate price of W23,750 million. (24) Economic Environment In response to general unstable economic conditions, the Korean government and the private sector have been implementing structural reforms to historical business practices. Implementation of these reforms is progressing slowly, particularly in the areas of restructuring private enterprises and reforming the banking industry. The Korean government continues to apply pressure to Korean companies to restructure into more efficient and profitable firms. The Company may be either directly or indirectly affected by these general unstable economic conditions and the reform program described above. The accompanying non-consolidated financial statements reflect management s assessment of the impact to date of the economic situation on the financial position of the Company. Actual results may differ materially from management s current assessments.