What happened
Securities Issuance Results Report (Merger, etc.) 6.0 Hanwha Corporation Securities Issuance Results Report (Spin-off) To the Governor of the Financial Supervisory Service August 3, 2026
Company Name: Hanwha Corporation Representative Director: Kim Woo-seok Head Office Address: 86 Cheonggyecheon-ro, Jung-gu, Seoul (Phone) 02-729-1114 (Website) http://hanwhacorp.co.kr Preparer: (Title) Head of Finance Office (Name) Shin Yong-in (Phone) 02-729-3740
I. Schedule Category: Date Board resolution date for approval of the spin-off plan: January 14, 2026 Material event report submission date: January 14, 2026 Securities registration statement submission date: May 14, 2026 Record date for determining shareholders for the spin-off shareholders' meeting: May 29, 2026 Date of notice and public announcement convening the shareholders' meeting: June 30, 2026 Shareholders' meeting date for approval of the spin-off plan: July 15, 2026 Date of public notice and notification of share consolidation: July 15, 2026 Record date for new share allotment: July 31, 2026 Spin-off effective date: August 1, 2026 Board resolution and announcement date in lieu of the spin-off completion reporting meeting and inaugural general meeting: August 3, 2026 Spin-off registration filing date: August 3, 2026 Expected date of changed listing, re-listing (common shares) and new listing (class shares): August 25, 2026
Note 1) The "record date for determining shareholders" for the spin-off shareholders' meeting is the reference date for determining the shareholders entitled to exercise voting rights at the extraordinary shareholders' meeting of the company being split regarding approval of the spin-off plan, and the "shareholders' meeting date for approval of the spin-off plan" is the date of the extraordinary shareholders' meeting for spin-off approval. Note 2) The above schedule may change depending on relevant laws and regulations, circumstances of the company being split, and consultation with relevant authorities. Note 3) Among the above, the spin-off completion reporting meeting and the inaugural general meeting are each replaced by a resolution and announcement of the board of directors.
II. Changes in Equity Holdings of Major Shareholders, etc. (Unit: shares, %) Name / Relationship / Share type / Company being split (before spin-off): shares, ownership ratio / Surviving split company (after spin-off): shares, ownership ratio / Newly established split company (after spin-off): shares, ownership ratio
Hanwha Energy Corporation, largest shareholder, common shares: 16,607,919 / 23.55 before; 12,561,454 / 23.55 surviving company; 20,232,323 / 23.94 new company Hanwha Energy Corporation, largest shareholder, preferred shares: 1,170,479 / 6.02 before; 885,295 / 6.02 surviving company; 1,425,916 / 6.02 new company Kim Seung-youn, related party, common shares: 8,488,979 / 12.04 before; 6,420,667 / 12.04 surviving company; 10,341,558 / 12.24 new company Kim Seung-youn, related party, preferred shares: 1,470,000 / 7.56 before; 1,111,839 / 7.56 surviving company; 1,790,803 / 7.56 new company Kim Dong-kwan, related party, common shares: 7,322,022 / 10.38 before; 5,538,035 / 10.38 surviving company; 8,919,932 / 10.55 new company Kim Dong-kwan, related party, preferred shares: 860,654 / 4.43 before; 650,958 / 4.43 surviving company; 1,048,477 / 4.43 new company Bukil Educational Foundation, common shares: 1,371,105 / 1.94 before; 1,037,039 / 1.94 surviving company; 1,670,326 / 1.98 new company Bukil Educational Foundation, preferred shares: 0 / 0.00 before; 0 / 0.00 surviving company; 0 / 0.00 new company Kim Dong-won, related party, common shares: 4,029,312 / 5.71 before; 3,047,583 / 5.71 surviving company; 4,908,642 / 5.81 new company Kim Dong-won, related party, preferred shares: 0 / 0.00 before; 0 / 0.00 surviving company; 0 / 0.00 new company Kim Dong-sun, related party, common shares: 4,029,312 / 5.71 before; 3,047,583 / 5.71 surviving company; 4,908,642 / 5.81 new company Kim Dong-sun, related party, preferred shares: 0 / 0.00 before; 0 / 0.00 surviving company; 0 / 0.00 new company Ryu Du-hyeong, officer of the issuer, common shares: 8,583 / 0.01 before; 6,491 / 0.01 surviving company; 10,456 / 0.01 new company Ryu Du-hyeong, officer of the issuer, preferred shares: 216 / 0.00 before; 163 / 0.00 surviving company; 263 / 0.00 new company Kim Woo-seok, officer of the issuer, common shares: 4,100 / 0.01 before; 3,101 / 0.01 surviving company; 4,994 / 0.01 new company Kim Woo-seok, officer of the issuer, preferred shares: 216 / 0.00 before; 163 / 0.00 surviving company; 263 / 0.00 new company Total, common shares: 41,861,332 / 59.37 before; 31,661,953 / 59.37 surviving company; 50,996,873 / 60.34 new company Total, preferred shares: 3,501,565 / 18.01 before; 2,648,418 / 18.01 surviving company; 4,265,722 / 18.01 new company Total shares issued, common shares: 70,507,919 / 100.00 before; 53,328,897 / 100.00 surviving company; 84,515,535 / 100.00 new company Total shares issued, preferred shares: 19,447,049 / 100.00 before; 14,708,840 / 100.00 surviving company; 23,691,045 / 100.00 new company
Note 1) The above figures are calculated as of the date of submission of this securities issuance results report, based on the number of shares and ownership ratio of the major shareholder, etc. after the spin-off and the spin-off ratio, taking fractional shares into account; the number of shares and ownership ratio may change due to each individual's or entity's equity transactions. Note 2) Treasury shares that each company is expected to acquire as a result of fractional shares are not taken into account above.
III. Exercise of Appraisal Rights (Share Purchase Demand Rights) Under the Financial Investment Services and Capital Markets Act and the Commercial Act, where a company established through a spin-off (other than a physical/vertical spin-off) of a listed company is not listed on the securities market, appraisal rights must be granted to shareholders who oppose the spin-off. However, in this spin-off, the newly established spin-off company has passed the preliminary review for re-listing of common shares and new listing of class shares (Class 3 preferred shares) by the Korea Exchange and is scheduled to be re-listed/newly listed on the KOSPI market on August 25, 2026; accordingly, appraisal rights are not granted to shareholders of the company being split. However, if, due to reasons such as the preliminary listing review being invalidated, the shares of the newly established spin-off company issued in connection with this spin-off fail to be listed, appraisal rights may be granted to shareholders who oppose this spin-off. (Financial Investment Services and Capital Markets Act Article 165-5, Enforcement Decree Article 176-7, Commercial Act Articles 530-2 through 530-11)
IV. Matters Concerning Creditor Protection Pursuant to Article 530-9, Paragraph 1 of the Commercial Act, the newly established spin-off company and the surviving spin-off company are jointly and severally liable for the debts of the company being split that existed before the spin-off; accordingly, no creditor protection procedure is undertaken.
V. Status of Related Litigation As of the date of submission of this report, no lawsuit has been filed that could affect the validity of the spin-off.
VI. Matters Concerning New Share Allotment, etc. 1. Allotment of New Shares a. Details of New Share Allotment (1) Allotment conditions: Shares are allotted to shareholders recorded in the register of shareholders as of July 31, 2026, the record date for new share allotment for the company being split. (2) Allotment ratio: Shares are allotted at the ratio and type shown in the table below per one share held in the company being split. Category: Newly established spin-off company Trade name: Hanwha Machinery & Service Holdings Co., Ltd. Common shares: 1.2182335 shares Class shares (Class 1 preferred shares): 1.2182335 shares Class shares (Class 3 preferred shares): 1.2182335 shares (3) Record date: July 31, 2026 (4) Expected date new shares begin trading: August 25, 2026 (may change during consultation with relevant authorities) (5) Method of new share allotment: Shares of the newly established spin-off company are allotted in proportion to the number of shares held by shareholders of the split company (including the depository institution) as of the record date for new share allotment, according to the allotment ratio. (6) Dividend accrual start date for new shares: August 1, 2026 b. Treatment of Fractional Shares Arising from New Share Allotment Fractional shares of less than one share arising from the allotment of new shares of the newly established spin-off company will be paid in cash, converted at the closing price on the first day of trading after re-listing of the new shares of the newly established spin-off company, and the fractional shares will be acquired by the newly established spin-off company as treasury shares. c. Matters Concerning Listing of New Shares, etc. (1) Common shares - The company being split submitted an application for preliminary re-listing review to the Exchange pursuant to Article 39, Paragraph 1 of the KOSPI Market Listing Regulations, and upon passing the preliminary review, the newly established spin-off company applied for re-listing on the KOSPI market pursuant to Article 41, Paragraph 1 of the KOSPI Market Listing Regulations after the spin-off; the company being split was notified of the results of the preliminary review for re-listing of common shares on the KOSPI market by the Korea Exchange on April 23, 2026. Please refer to the section [Part 1, Overview of the Spin-off - I. Basic Matters Concerning the Spin-off - 5. Regulations or Special Provisions under Relevant Laws - a. Review of Re-listing of Common Shares and New Listing of Class Shares of the Newly Established Spin-off Company] of the securities registration statement for the details of the notification. - Expected re-listing date: August 25, 2026 (may change during consultation with relevant authorities) (2) Class shares (Class 1 preferred shares) - The class shares (Class 1 preferred shares) of the newly established spin-off company will remain unlisted, as they were before this spin-off. (3) Class shares (Class 3 preferred shares) - The class shares issued by the newly established spin-off company are issued for the first time in connection with this spin-off and must go through the new listing procedure. The company being split was notified of the results of the preliminary listing review for the class shares by the Korea Exchange on April 23, 2026. Please refer to the section [Part 1, Overview of the Spin-off - I. Basic Matters Concerning the Spin-off - 5. Regulations or Special Provisions under Relevant Laws - a. Review of Re-listing of Common Shares and New Listing of Class Shares of the Newly Established Spin-off Company] of the securities registration statement for the details of the notification. - Expected new listing date: August 25, 2026 (may change during consultation with relevant authorities)
VII. Summary Financial Information Before and After [the Merger, etc.] [as of end-Q3 2025] (Unit: KRW) Item: Before spin-off / Surviving spin-off company (Hanwha Corporation) / Newly established spin-off company (Hanwha Machinery & Service Holdings Co., Ltd.)
Assets Current assets: 3,889,854,072,784 / 3,789,854,072,784 / 100,000,000,000 Cash and cash equivalents: 288,140,504,737 / 188,140,504,737 / 100,000,000,000 Financial assets at fair value through profit or loss (current): 50,000,000,000 / 50,000,000,000 / - Trade and other receivables: 2,277,630,679,446 / 2,277,630,679,446 / - Other financial assets: 164,080,430,911 / 164,080,430,911 / - Other current assets: 179,925,401,226 / 179,925,401,226 / - Contract assets: 621,472,800,878 / 621,472,800,878 / - Inventories: 278,944,165,168 / 278,944,165,168 / - Current income tax assets: 15,076,829,486 / 15,076,829,486 / - Non-current assets held for sale: 14,583,260,932 / 14,583,260,932 / - Non-current assets: 7,690,862,245,847 / 6,930,998,218,680 / 784,719,646,733 Trade and other receivables: 10,211,294,682 / 10,211,294,682 / - Financial assets at fair value through profit or loss: 197,088,461,394 / 197,088,461,394 / - Financial assets at fair value through other comprehensive income: 219,586,577,360 / 219,586,577,360 / - Other financial assets: 102,362,939,901 / 102,362,939,901 / - Investments in subsidiaries and associates: 5,422,307,239,975 / 4,637,587,593,242 / 784,719,646,733 Investment property: 318,654,380,754 / 318,654,380,754 / - Property, plant and equipment: 886,848,591,764 / 886,848,591,764 / - Intangible assets: 33,972,785,600 / 33,972,785,600 / - Right-of-use assets: 67,927,910,221 / 67,927,910,221 / - Other non-current assets: 91,005,652,988 / 91,005,652,988 / - Deferred tax assets: 340,896,411,208 / 365,752,030,774 / - Total assets: 11,580,716,318,631 / 10,720,852,291,464 / 884,719,646,733
Liabilities Current liabilities: 4,969,613,919,604 / 4,969,613,919,604 / - Trade and other payables: 617,225,074,080 / 617,225,074,080 / - Borrowings and bonds: 3,894,315,521,747 / 3,894,315,521,747 / - Other financial liabilities: 120,385,954,751 / 120,385,954,751 / - Other current liabilities: 48,616,278,821 / 48,616,278,821 / - Provisions: 86,539,721,763 / 86,539,721,763 / - Contract liabilities: 202,531,368,442 / 202,531,368,442 / - Current income tax liabilities: - / - / - Non-current liabilities: 3,108,985,500,168 / 3,108,985,500,168 / 24,855,619,566 Trade and other payables: 26,675,642,171 / 26,675,642,171 / - Borrowings and bonds: 1,685,273,386,790 / 1,685,273,386,790 / - Other financial liabilities: 159,782,289,421 / 159,782,289,421 / - Other non-current liabilities: 370,132,457 / 370,132,457 / - Net defined benefit liabilities: 171,848,439,950 / 171,848,439,950 / - Provisions: 204,463,629,638 / 204,463,629,638 / - Contract liabilities: 860,571,979,741 / 860,571,979,741 / - Deferred tax liabilities: - / - / 24,855,619,566 Total liabilities: 8,078,599,419,772 / 8,078,599,419,772 / 24,855,619,566
Equity Capital stock: 474,072,000,000 / 365,865,420,000 / 108,206,580,000 Capital surplus: (101,745,233,163) / (859,987,380,971) / 751,657,447,167 Capital adjustments: (58,710,600,735) / (52,125,900,094) / - Accumulated other comprehensive income: 125,719,093,989 / 125,719,093,989 / - Retained earnings: 3,062,781,638,768 / 3,062,781,638,768 / - Total equity: 3,502,116,898,859 / 2,642,252,871,692 / 859,864,027,167 Total liabilities and equity: 11,580,716,318,631 / 10,720,852,291,464 / 884,719,646,733
Note 1) The above post-spin-off statement of financial position may change as of the actual spin-off effective date. Note 2) The above amounts reflect the retirement of common shares described in the spin-off plan "4. Matters Concerning the Newly Established Spin-off Company - (4) - 8. Retirement of Previously Held Treasury Shares" and the retirement of Class 1 preferred shares described in "4. Matters Concerning the Newly Established Spin-off Company - (3) - Note 4".
| Filed | 2026-08-03, Securities issuance report |
|---|---|
| Source | DART rcept 20260803000311 → open original filing |
Source: DART. Information only, not investment advice.

