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SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the Month of February 2004

SHINHAN FINANCIAL GROUP CO., LTD.

120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): _____   

Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ______   

Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______   .

 

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1. Board Resolution to Convene General Shareholders’ Meeting for the Fiscal Year of 2003
2. Cash Dividends
3. Detailed Information on Amendments to the Articles of Incorporation
4. Appointment of Directors
5. Appointment of Audit Committee Members
6. Grant of Stock Options
SIGNATURES

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1.

Board Resolution to Convene General Shareholders’ Meeting for the Fiscal Year of 2003

On February 24, 2004, the board of directors of Shinhan Financial Group made a resolution to convene the annual general shareholders’ meeting for the fiscal year of 2003 as follows:

3.

Agenda

1)

Approval of balance sheet, income statement and statement of appropriation of retained earnings for fiscal year 2003 (January 1, 2003 ~ December 31, 2003).

2)

Amendments to the Articles of Incorporation (See 3 below)

3)

Appointment of Directors (See 4 below)

4)

Appointment of Audit Committee Members (See 5 below)

5)

Approval of Limitation on Director Compensation

6)

Approval of Stock Option Grant to the Executives and department heads of Shinhan Financial Group and its Subsidiaries (See 6 below)

2.

Cash Dividends

On February 24, 2004, the board of directors of Shinhan Financial Group made a resolution to pay cash dividends for the fiscal year 2003, subject to the shareholders’ approval.

1.

Total Dividend Amount

1)

Common Stock : KRW 158,716,764,600 (KRW 600 per share , 12% of par value and 3.24% of market price* of Common Stock)

*

Calculation of Market price : In accordance with the related regulations in Korea, market price should be calculated by averaging closing prices of last 4 days of 2003

2)

Preferred Stock : KRW 83,397,139,955

3)

Total : KRW 242,113,904,555

 

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2.

Payout Ratio (Dividend-net profit ratio)

1)

Common Stock only: 43.82%

2)

Common Stock and Preferred Stock : 66.84%

*

The dividend must be approved by the annual general shareholders’ meeting scheduled on March 25, 2004 and the details may be changed in the shareholders’ meeting.

3.

Detailed Information on Amendments to the Articles of Incorporation

2.

Principal Proposals

•

Break down the existing Steering Committee into the Board Steering Committee, the Outside Director recommendation Committee and the Compensation Committee.

•

Make it possible to appoint a non-director executive as a vice president

•

Make it possible for Shinhan Financial Group to disclose its consolidated and non-consolidated financial statements and independent auditor’s opinions in the form of electronic document pursuant to the Article 55.2 of the Financial Holding Company Act and Article 21 of the Enforcement Rules of the Regulation on Supervision of Financial Holding Companies.

3.

Comparison Table

 

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4.

Appointment of Directors

The following is the list of directors recommended through the resolution of BOD meeting, subject to the shareholders’ approval.

5.

Appointment of Audit Committee Members

Among the nominated directors, Young Seok Choi, In Sup Kim, Sang Yoon Lee, Moon Pil Oh, and Dong Hyun Kwon was recommended as candidate of the audit committee members of 2004 through the resolution of the audit committee meeting. The appointment of audit committee members must be approved by the shareholders’ meeting.

6.

Grant of Stock Options

A.

Grant of Stock Options to Executives and Officers

 

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1)

Grantees: A total of 27 executives and officers of Shinhan Financial Group and its subsidiaries (Shinhan Bank, Shinhan Card, Shinhan Capital, and Shinhan Credit Information) — See A.7 below for details

2)

Number of options to be granted : stock options to purchase 705,000 shares in total

3)

Exercise price : Minimum exercise price calculated in accordance with Article 84.9 of the Securities Exchange Act Enforcement Decrees of Korea.

o

Determination of exercise price: Based on the arithmetic mean of the three trading volume-weighted averages of closing prices during the 2-month, 1-month and 1-week periods counting backwards from the grant date

4)

Date of grant: March 25, 2004

5)

Exercise period : Exercisable during the 3 year period after the second anniversary from the grant date.

6)

Method of share issuance : Shinhan Financial Group will, at its option, to choose between the following two methods (or the combination of the two).

o

to issue new shares at the exercise price; or

o

to pay the grantees cash in an amount to the difference between the market price of shares at the exercise date and exercise price

7)

Details of Stock Options Granted to Executives and Officers

 

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B.

Grant of Stock Options to Department Heads

1)

Grantees : Department heads of Shinhan Financial Group and its subsidiaries

2)

Number of options to be granted : Stock options to purchase up to 700,000 shares in total. Specific number of options granted to each individual will be determined in consideration of the evaluation results of the relevant individual as well as the company where such individual works.

*

The board of directors of Shinhan Financial Group has entrusted the CEO with the authority to decide the grantees and the numbers of options to be granted to each individual and the decision will be approved by the annual general shareholders’ meeting on March 25, 2004.

3)

Exercise price: Minimum exercise price calculated in accordance with Article 84.9 of the Securities Exchange Act Enforcement Decrees

4)

Date of grant: March 25, 2004

5)

Exercise period: Exercisable during the 3 year period after the second anniversary from the grant date.

6)

Method of share issuance : Shinhan Financial Group will, at its option, to choose between the following two methods (or the combination of the two).

o

to issue new shares at the exercise price; or

o

to pay the grantees cash in an amount to the difference between the market price of shares at the exercise date and exercise price.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.