Woori Financial Group Inc 6-K, filed Mar 18, 2021

Woori Financial Group Inc. (WF)

6-K 2021-03-18 For: 2021-03-18

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Added on April 10, 2026

About this 6-K

Woori Financial Group Inc filed this 6-K on March 18, 2021.

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I.	INTRODUCTION OF THE COMPANY			5

	1.	Overview of the Company		5

	2.	Capital Structure (Changes in Capital)	7

	3.	Total Number of Authorized Shares	8

	4.	Voting Rights	8

	5.	Dividend Information	9

II.	BUSINESS OVERVIEW			10

	1.	Results of Operations	10

	2.	Funding Sources and Uses of Funds	10

	3.	Other Information Necessary for Making Investment Decisions	11

III.	FINANCIAL INFORMATION			16

	1.	Condensed Financial Statements (Consolidated)	16

	2.	Condensed Financial Statements (Separate)	18

IV.	INDEPENDENT AUDITOR’S OPINION			20

	1.	Independent Auditor’s Opinion	20

	2.	Compensation to the Independent Auditor for the Past Three Years	20

V.	CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			22

	1.	About the Board of Directors	22

	2.	Affiliated Companies (As of December 31, 2020)	23

VI.	SHAREHOLDER INFORMATION			24

	1.	Share Distribution	24

	2.	Stock Price and Stock Market Performance	25

VII.	DIRECTORS AND EMPLOYEE INFORMATION			27

	1.	Directors and Executives	27

	2.	Employee Status	28

	3.	Directors’ Compensation	28


January 11, 2019		Establishment of the Company pursuant to a comprehensive stock transfer, by which Woori Bank, Woori FIS, Woori Finance Research Institute, Woori Credit Information, Woori Fund Services and Woori Private Equity Asset Management became wholly-owned subsidiaries of the Company.

February 13, 2019		Listed on the Korea Exchange (KRX).

April 5, 2019		Entered into share purchase agreements to acquire Tongyang Asset Management Corp. and ABL Global Asset Management Co., Ltd.

June 21, 2019		Entered into a purchase agreement with Woori Bank to acquire the common shares of Woori Investment Bank Co., Ltd. (“Woori Investment Bank”) and integrate Woori Investment Bank as a first-tier subsidiary of the Company (Buyer: Woori Financial Group, Seller: Woori Bank)

July 3, 2019		Entered into a stock exchange agreement between the Company and Woori Card Co., Ltd (“Woori Card”) to integrate Woori Card as a first-tier subsidiary of the Company

July 25, 2019		Entered into a share purchase agreement to acquire Kukje Asset Trust, Ltd.

August 1, 2019		Integrated Woori Asset Management Corp. (formerly known as Tongyang Asset Management Co., Ltd.) as a first-tier subsidiary of the Company.

September 10, 2019		Integrated Woori Card and Woori Investment Bank as first-tier subsidiaries of the Company.

September 26, 2019		Disposed 4% of common shares of the Company held by Woori Bank to a Taiwanese company, Fubon Life Insurance Co., Ltd.

December 6, 2019		Integrated Woori Global Asset Management Corp. as a first-tier subsidiary of the Company

December 30, 2019		Integrated Woori Asset Trust Ltd., as a first-tier subsidiary of the Company

March 25, 2020		Held the first annual general meeting of shareholders of Woori Financial Group; reappointed the Chief Executive Officer

October 26, 2020		Entered into a share purchase agreement to acquire Aju Capital Co., Ltd.

December 10, 2020		Integrated Woori Financial Capital Co., Ltd., (formerly known as Aju Capital Co., Ltd.) as a first-tier subsidiary of the Company Integrated Woori Savings Bank (formerly known as Aju Savings Bank) as a second-tier subsidiary of the Company


Type	Name of Company	(Controlling Company)
Company	Woori Financial Group	—

FirstTier Subsidiaries (12 companies)	Woori Bank (equity ownership 100.0%)	Woori Financial Group
	Woori Card (equity ownership 100.0%)
	Woori Financial Capital (equity ownership 74.04%)
	Woori Investment Bank (equity ownership 58.70%)
	Woori Asset Trust (equity ownership 51.0)%
	Woori Asset Management (equity ownership 73.0%)
	Woori Credit Information (equity ownership 100.0%)
	Woori Fund Services (equity ownership 100.0%)
	Woori Private Equity Asset Management (equity ownership 100.0%)
	Woori Global Asset Management (equity ownership 100.0%)
	Woori FIS (equity ownership 100.0%)
	Woori Finance Research Institute (equity ownership 100.0%)
	Woori Savings Bank (equity ownership 100.0%)	Woori Financial Capital
	Korea BTL Infrastructure Fund (equity ownership 99.88%)
SecondTier Subsidiaries (15 companies)	Woori America Bank (equity ownership 100.0%)	Woori Bank
	Woori Bank China Limited (equity ownership 100.0%)
	PT Bank Woori Saudara Indonesia (equity ownership 79.88%)
	AO Woori Bank (equity ownership 100.0% - 1 share)
	Banco Woori Bank do Brazil S.A. (equity ownership 100.0% - 1 share)
	Woori Global Markets Asia Limited (equity ownership 100.0%)
	Woori Bank Vietnam Limited (equity ownership 100.0%)
	Woori Wealth Development Bank (equity ownership 51.0%)
	Woori Finance Myanmar (equity ownership 100.0%)
	WB Finance Co., Ltd (Cambodia) (equity ownership 100.0%)
	Woori Bank Europe Gmbh (equity ownership 100.0%)
	Tutu Finance-WCI Myanmar (equity ownership 100.0%)	Woori Card
	Woori-Hanwha Eureka Private Equity Fund (equity ownership 0.80%)	Woori Private Equity Asset Management


Note 1)		Listed Companies : Woori Financial Group, Woori Financial Capital, Woori Investment Bank and PT Bank Woori Saudara Indonesia
Note 2)		Woori Financial Capital and Woori Savings Bank were formerly known as Aju Capital and Aju Savings Bank, respectively, until name changes made in January 2021.


Note 1)		Due to Woori Financial Group’s establishment through a comprehensive stock transfer, the issue price was calculated by dividing the total equity from its financial statements at the time of establishment (KRW 17,966,458,911,689) by the total number of issued shares (680,164,306).
Note 2)		Our capital changed in September 2019 due to the comprehensive stock exchange. The issue price is based on the closing stock price of the comprehensive stock exchange date.

Woori Financial Group Inc 6-K, filed Mar 18, 2021

About this 6-K

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Items	Type				Notes
Items	Common Shares		Total		Notes
Number of authorized shares		4,000,000,000		4,000,000,000
Number of issued shares		722,267,683		722,267,683		Note 1	)
Number of treasury shares		2		2		Note 2	)
Number of outstanding shares		722,267,681		722,267,681


Note 1)		New common shares of 42,103,377 were issued on September 10, 2019 due to a small scale stock exchange between Woori Financial Group and Woori Card.
Note 2)		Acquired from the issuance of fractional shares.


Items		Number of shares		Notes
Number of issued shares	Common Shares		722,267,683		—
	Preferred Shares		—		—
Number of shares without voting rights	Common Shares		2		Note 1	)
	Preferred Shares		—		—
Number of shares for which voting rights are excluded pursuant to the articles of incorporation	Common Shares		—		—
	Preferred Shares		—		—
Number of shares for which voting rights are limited by law	Common Shares		11,669,293		Note 2	)
	Preferred Shares		—		—
Number of shares for which voting rights have been restored	Common Shares		—		—
	Preferred Shares		—		—
Number of shares for which voting rights may be exercised	Common Shares		710,598,388		—
	Preferred Shares		—		—


Note 1)		Acquired treasury shares from the issuance of fractional shares (based on Article 369 of the Commercial Act).
Note 2)		Pursuant to Article 8-2 of the Financial Holding Company Act, a non-financial business operator is restricted from exercising voting rights in excess of 4% of the total number of outstanding voting shares of a financial holding company.


Items		2020		2019		2018
Par value per share (Won)			5,000		5,000		—
Net profit (Millions of Won)			1,307,266		1,872,207		—
Earnings per share (Won)			1,742		2,727
Total cash dividends (Millions of Won)			260,016		505,587		—
Total stock dividends (Millions of Won)			—		—		—
Cash dividend payout ratio (%)			19.89		27.00		—
Cash dividend yield (%)	Common Shares		3.6		5.8		—
	Preferred Shares		—		—		—
Stock dividend yield (%)	Common Shares		—		—		—
	Preferred Shares		—		—		—
Cash dividend per share (Won)	Common Shares		360		700		—
	Preferred Shares		—		—		—
Stock dividend per share (Share)	Common Shares		—		—		—
	Preferred Shares		—		—		—


Note 1)		The dividend payments for FY2020 have yet to be approved by the shareholders of Woori Financial Group Inc. If the dividend payments are rejected or modified at the AGM for FY2020, then the details and the reason will be disclosed through a separate amendment filing.


For the periods indicated, other than as noted below				(units: millions of Won, %)


Classification	Funding Source	2020						2019
Classification	Funding Source	Average Balance		Interest Rate		Proportion		Average Balance		Interest Rate		Proportion
Source	Deposits		265,636,358		1.08		71.78		249,106,041		1.51		71.14
	Borrowings		19,606,056		1.31		5.30		18,013,074		1.92		5.14
	Debentures		32,287,676		2.24		8.73		30,401,987		2.56		8.68
	Others		26,523,338		—		7.17		28,928,780		—		8.26

	Total Liabilities		344,053,429		—		92.97		326,449,882		—		93.23
Total Equity			25,996,721		—		7.03		23,703,431		—		6.77

Total Liabilities & Equity			370,050,150		—		100.00		350,153,313		—		100.00


For the periods indicated other than as noted below				(units: millions of Won, %)


Type	Managed Item	2020						2019
Type	Managed Item	Average Balance		Interest Rate		Proportion		Average Balance		Interest Rate		Proportion
Use	Cash & Due from Banks		11,925,297		0.45		3.22		9,202,054		1.55		2.63
	Marketable securities		54,474,169		1.87		14.72		50,396,362		2.29		14.39
	Loans		269,533,892		2.98		72.84		254,691,201		3.48		72.74
	Loans in local currency		233,117,610		2.75		63.00		219,418,214		3.22		62.66
	Loans in foreign currency		22,614,578		3.99		6.11		20,982,894		4.59		5.99
	Guarantee payments		15,845		4.04		0.00		12,410		1.48		0.00
	Credit card receivables		8,207,859		7.87		2.22		8,139,789		7.98		2.32
	Foreign bills bought		5,578,001		1.53		1.51		6,137,894		2.96		1.75
	Bad debt expense in local currency (-)		-1,708,074		—		-0.46		-1,666,215		—		-0.48
	Others		35,824,866		—		9.68		37,529,911		—		10.72

Total Assets			370,050,150		—		100.00		350,153,313		—		100.00


Type	2020		2019		2018
Operating income		2,080		2,800		—
Non-operating income		-79		-77		—
Income from continuing operations before income tax		2,001		2,723		—
Income tax expense from continuing operations		486		685		—
Income from discontinued operations		—		—		—
Net income		1,515		2,038		—
Controlling Interest		1,307		1,872		—
Non-controlling Interest		208		165		—


Note 1)		Based on K-IFRS consolidated financial statements


Note 1)		- Average Balance in 2020 : average of balances as of December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020.
		- Average Balance in 2019 : average of balances as of March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019.
Note 2)		- Based on K-IFRS consolidated financial statements


As of the end of the period indicated				(units: billions of Won, % )


Note 1)		BIS (Bank for International Settlements) Capital Adequacy Ratios = Equity capital / Risk weighted assets * 100
Note 2)		Based on K-IFRS consolidated financial statements and Basel III standards (2019 figures based on Standardised Approach / 2020 3Q figures based on IRB Approach)


As of the end of the periods indicated				(units: 100 millions of Won, % )


As of the end of the periods indicated				(units: millions of Won, % )


Note 1)		Based on current assets and liabilities within one month of maturity
Note 2)		Based on current assets and liabilities within 90 days of maturity


Note 1)		Method of calculation based on business disclosure (average of daily ratios for business days in a quarter), applicable periods are 2020 4Q, 2019 4Q and 2018 4Q
		- Under the Plans for Temporary Easing of Financial Regulations in Response to COVID-19 announced by the Financial Services Commission, the liquidity coverage ratio requirement for banks has been reduced from 100% to 85% until the end of March 2021.
Note 2)		Method of calculation of based on business disclosure (average of quarterly ratios), applicable periods are 2020 4Q, 2019 4Q and 2018 4Q
		- Under the Plans for Temporary Easing of Financial Regulations in Response to COVID-19 announced by the Financial Services Commission, the foreign currency liquidity coverage ratio requirement for banks has been reduced from 80% to 70% until the end of March 2021.


Note 1)		On an annualized basis based on the applicable standards for financial holding company business reports submitted to the Financial Supervisory Service. Average balance of total assets and equity calculated by averaging the balances at the beginning and end of each quarter.
Note 2)		Based on the applicable standards for business reports submitted to the Financial Supervisory Service and non-consolidated basis
Note 3)		Non-consolidated basis, and total assets and total equity are calculated by averaging the balances at the end of the previous year and each quarter.
Note 4)		Based on K-GAAP


Note 1)		Based on the applicable standards for financial holding company business reports submitted to the Financial Supervisory Service


Note 1)		Based on the applicable standards for company business reports submitted to the Financial Supervisory Service


(The Company and its Consolidated Subsidiaries, as of the end of the periods indicated)				(unit: millions of Won)


(The Company and its Consolidated Subsidiaries, for the periods indicated)				(unit: millions of Won, except per share amounts)


(The Company, as of the end of the period indicated)				(unit: millions of Won)


(The Company, for the period indicated)				(unit: millions of Won, except per share amounts)


Note 1)		In its audit reports, Samil PricewaterhouseCoopers stated that the financial statements present fairly, in all material respects, the financial position of Woori Financial Group as at December 31, 2020, and its financial performance and its cash flows for the year then ended in accordance with Korean IFRS.


Note 2)		In its audit reports, Deloitte Anjin LLC stated that the financial statements present fairly, in all material respects, the financial position of Woori Financial Group as of December 31, 2019 and December 31, 2018, respectively, and its financial performance and its cash flows for the years then ended in accordance with Korean IFRS.


Term	Auditor	Description	Fee	Total Time Note 1)
2020	Samil PricewaterhouseCoopers	Closing audit (including internal accounting management system)	KRW 1,135 million	10,514 hours
		3Q review		3,865 hours
		1H review		2,505 hours
		1Q review		1,350 hours
2019	Deloitte Anjin LLC	Closing audit (including internal accounting management system)	KRW 752 million —	10,849 hours
		Interim audit		7,074 hours
		3Q review		6,095 hours
		1H review		2,591 hours
		1Q review		856 hours
2018	—			—


Note 1)		Total time includes planning time up until the commencement of the applicable services


Term	Date of Execution of Agreement	Description of Service	Service Term	Fees

2020	July 9, 2020	Tax adjustment (including review relating to application of consolidated tax)	July 9, 2020 ~ May 31, 2021	KRW 61 million
2019	April 18, 2019	Tax adjustment (including review relating to application of consolidated tax)	April 18, 2019 ~ May 31, 2020	KRW 88 million
2019	May 14, 2019	Issuance of agreed-upon procedure report relating to asset management company establishment registration submitted to the Financial Supervisory Service	May 14, 2019 ~ May 31, 2020	KRW 18 million


Name of Committee	Composition	Names of Members
Audit Committee	Three outside directors	(Chairman) Chan-Hyoung Chung (outside director) Sung-Tae Ro (outside director) Dong-Woo Chang (outside director)

Board Risk Management Committee	Three outside directors One non-standing director One standing director	(Chairman) Sang-Yong Park (outside director) Dennis Chan (outside director) Zhiping Tian (outside director) Hong-Tae Kim (non-standing director) Won-Duk Lee (standing director)

Compensation Committee	Six outside directors One non-standing director	(Chairman) Chan-Hyoung Chung (outside director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Dennis Chan (outside director) Zhiping Tian (outside director) Dong-Woo Chang (outside director) Hong-Tae Kim (non-standing director)

Committee for Recommending Executive Officer Candidates	Six outside directors	(Chairman) Dong-Woo Chang (outside director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) Dennis Chan (outside director) Zhiping Tian (outside director)

Committee for Recommending Group Executive Officer Candidates	Six outside directors One standing director	(Chairman) Tae-Seung Son (standing director) Sung-Tae Ro (outside director) Sang-Yong Park (outside director) Chan-Hyoung Chung (outside director) Dennis Chan (outside director) Zhiping Tian (outside director) Dong-Woo Chang (outside director)

Committee for Internal Control Management	One outside director One non-standing director One standing director	(Chairman) Sang-Yong Park (outside director) Hong-Tae Kim (non-standing director) Tae-Seung Son (standing director)