Hanwha Pushes Back Spin-off by a Month… "To Reflect Treasury Share Cancellation and Revised Commercial Act"

Record date for shareholders changed to May 29... Final revision of the spin-off plan expected at the board of directors meeting in May

Hanwha has put the brakes on the spin-off and structural reorganization schedule announced last January, moving to readjust the overall timeline. This is a measure to streamline the treasury share cancellation procedure and reflect the recently enforced revised Commercial Act.

On the 21st, Hanwha announced through a corrected disclosure of the 'Report on Major Matters (Decision on Company Spin-off)' that it will change the record date for shareholders, originally scheduled for April 23, to May 29. The core reason for this correction is the realignment of procedures due to the cancellation of treasury shares and changes in the law. According to Article 343 of the revised Commercial Act enforced last March, treasury shares can now be canceled solely by a resolution of the board of directors without a separate capital reduction procedure (such as a special resolution at a general shareholders' meeting), so Hanwha withdrew the existing complex capital reduction procedure and opted for a swift cancellation method.

Accordingly, if the cancellation of treasury shares takes effect before the spin-off, there will be a change in the spin-off ratio. According to the disclosure, if approximately 4.45 million common shares are canceled, the spin-off ratio is expected to be adjusted from the previous 0.2365278 to 0.2436467. Hanwha explained, "We plan to change the spin-off plan at the board of directors meeting scheduled to be held in May," adding, "Consequently, the overall spin-off schedule will change, including the submission date of the securities registration statement, the record date for new share allocation, the date of the general shareholders' meeting, and the spin-off date."

Although the spin-off date in the current disclosure is listed as July 1, it is highly likely that the actual timing of the spin-off will be further delayed to the second half of the year, depending on the outcome of the May board meeting. Meanwhile, the newly established company through this spin-off, 'Hanwha Machinery & Service Holdings (tentative name)', will take on the role of a holding company managing major subsidiaries such as Hanwha Vision, Hanwha Momentum, and Hanwha Galleria, and plans to pursue a relisting on the KOSPI market.