Announcement
Notice of New Share Issuance for Capital Increase
Notice of New Share Issuance for Capital Increase
Pursuant to Article 416 of the Commercial Act, the Board of Directors resolved on April 11, 2025 to issue new shares as described below.
1. Basic Terms
Type and number of new shares: 14,700,000 registered common shares with a par value of KRW 500 per share.
Method of issuance: Rights offering to existing shareholders, followed by a public offering of unsubscribed shares.
Use of proceeds: Capital expenditures and working capital.
2. Determination of Issue Price
The issue price will be calculated under the applicable Regulations on Securities Issuance and Disclosure. If the amount calculated by applying a 40% discount to the volume-weighted average market price from the third through fifth trading days preceding the first subscription date exceeds the otherwise determined final issue price, that amount will be used as the final issue price.
First issue price:
The lower of (i) the arithmetic average of the one-month, one-week, and record-date volume-weighted average prices and (ii) the record-date volume-weighted average price will be used as the reference price, to which a 25% discount will be applied. Amounts below the quotation unit will be rounded up, and the issue price may not be less than the par value of KRW 500.
Formula:
First issue price = [Reference price × (1 − discount rate)] ÷ [1 + (capital increase ratio × discount rate)].
Second issue price:
The lower of (i) the arithmetic average of the one-week volume-weighted average price and the volume-weighted average price on the third trading day preceding the first existing-shareholder subscription date and (ii) that day's volume-weighted average price will be used as the second reference price, to which a 25% discount will be applied. Amounts below the quotation unit will be rounded up, and the issue price may not be less than KRW 500.
Formula:
Second issue price = Reference price × (1 − discount rate).
Final issue price:
The lower of the first and second issue prices, subject to the statutory floor equal to 60% of the volume-weighted average market price from the third through fifth trading days preceding the first subscription date.
3. Record Date and Allocation
Record date:
April 30, 2025.
Employee stock ownership association:
2,940,000 shares, equal to 20% of the offering, will be preferentially allocated under Article 165-7 of the Financial Investment Services and Capital Markets Act.
Existing shareholders:
11,760,000 shares, equal to 80% of the offering, will be allocated in proportion to shareholdings shown in the shareholder register as of 6:00 p.m. on the record date, excluding fractional shares. The allocation ratio may change due to the exercise of rights under equity-linked securities or other circumstances.
Oversubscription:
If shares remain unsubscribed after subscriptions by the employee stock ownership association and holders of subscription rights certificates, they will be allocated to oversubscribing existing shareholders in proportion to their oversubscriptions. Fractions of less than one share will be disregarded. If oversubscriptions are less than the available unsubscribed shares, the oversubscriptions will be filled in full.
Subscription limit:
The sum of the number of shares represented by the subscription rights certificates held and the applicable oversubscription limit.
4. Public Offering of Unsubscribed and Fractional Shares
Unsubscribed and fractional shares remaining after employee and existing-shareholder subscriptions will be offered to the public by Eugene Investment & Securities as lead manager. Five percent of the public-offering shares will be allocated to qualifying high-yield/high-risk investment trusts and the remaining 95 percent to individual and institutional investors without further distinction. Competition ratios and allocations will be calculated separately by subscriber group. If one group is undersubscribed, the shortfall may be allocated to the oversubscribed group.
If subscriptions exceed the number of public-offering shares, shares will be allocated pro rata based on the subscription ratio, using ordinary rounding principles and minimizing residual shares. Remaining shares will then be allocated one at a time beginning with the largest subscriptions, subject to reasonable allocation by the lead manager where necessary. If the public offering is undersubscribed, the lead manager will acquire the remaining shares for its own account.
5. Schedule and Subscription Offices
Employee stock ownership association subscription: June 10, 2025.
Existing shareholder and oversubscription period: June 10 through June 11, 2025.
Public offering period: June 13 through June 16, 2025.
Employee stock ownership association: Head office and branches of the lead manager.
General existing shareholders: The securities company with which their shares are deposited and the head office and branches of the lead manager.
Special-account holders: Head office and branches of the lead manager.
Public-offering subscribers: Head office and branches of the lead manager.
Subscription deposit: 100% of the subscription amount.
Expected payment date: June 18, 2025.
Dividend accrual date for the new shares: January 1, 2025.
Payment bank: Shinhan Bank, Gangnam Central Corporate Finance Center 1.
Lead manager: Eugene Investment & Securities Co., Ltd.
Expected listing date: June 30, 2025.
6. Subscription Rights Certificates
Subscription rights certificates will be issued electronically in accordance with the Financial Investment Services and Capital Markets Act and the Regulations on Securities Issuance and Disclosure. No physical certificates will be issued. Rights relating to shares held in special accounts will be recorded by owner in the transfer agent's special accounts, while rights for general shareholders will be issued collectively and credited to their securities accounts.
The Company will apply to list subscription rights certificates issued to general shareholders for at least five trading days. General shareholders may transfer the rights through on-market or off-market transactions by account transfer and may subscribe through the lead manager or their depository institution. Special-account holders may transfer the rights to a regular electronic securities account before subscribing or trading, or may subscribe directly through the lead manager without transferring the rights. Rights not exercised within the subscription period will expire.
7. Additional Matters
Subscription deposits will be applied to the payment for new shares on the payment date and will not bear interest.
The terms may change during regulatory review of the securities registration statement or consultation with relevant authorities.
All other matters relating to the new-share issuance are delegated to the Representative Directors.
Notice of Record Date for New Share Allocation
The record date for determining shareholders entitled to the new-share allocation is April 30, 2025. No separate suspension period for share transfer registration is established due to implementation of the electronic securities system.
April 11, 2025
633 Nonhyeon-ro, Gangnam-gu, Seoul
HANSAE-MK Co., Ltd.
Representative Directors Kim Ji-won and Lim Dong-hwan
This English translation is provided for reference. In the event of any discrepancy, the Korean original shall prevail.
Transfer Agent
KB Kookmin Bank Securities Agency Department