Fact Source: Financial Supervisory Service DART
💡 3-Second Summary
This filing discloses Hanwha Ocean’s decision to absorb its wholly owned subsidiary, Hanwha Ocean Digital Co., Ltd., through a small-scale merger with no new share issuance.
📊 [Key Disclosure Highlights & Summary]
- Filing Type: Major Material Report (Decision on Company Merger)
- Merger Method: Hanwha Ocean Co., Ltd. absorbs Hanwha Ocean Digital Co., Ltd. (Small-scale merger without new shares)
- Surviving Company: Hanwha Ocean Co., Ltd.
- Extinguished Company: Hanwha Ocean Digital Co., Ltd.
- Purpose of Merger: Maximizing operational synergies, improving management efficiency, and strengthening competitiveness through IT organization integration
- Merger Ratio: Hanwha Ocean Co., Ltd. : Hanwha Ocean Digital Co., Ltd. = 1 : 0 (No new share issuance)
- External Valuation: Exempt (Pursuant to Enforcement Decree of Financial Investment Services and Capital Markets Act for wholly owned subsidiary mergers with no new share issuance)
- Appraisal Rights: Not granted (Proceeding under small-scale merger procedures per Article 527-3 of Commercial Code)
- Board Resolution Date: September 27, 2024 (All 5 Outside Directors present)
[Key Merger Timeline]
- Merger Agreement Date: October 14, 2024
- Record Date for Shareholders: October 14, 2024
- Notice Period for Merger Opposition: October 14, 2024 – October 28, 2024
- Board Resolution Date for Merger Approval (In lieu of Shareholder Meeting): October 29, 2024
- Creditor Objection Period: October 29, 2024 – November 29, 2024
- Effective Date of Merger: December 1, 2024
- Expected Registration and Board Report Date: December 2, 2024
[Merging Entity (Hanwha Ocean Digital) Overview & Financials (FY2023)]
- Core Business: ICT outsourcing execution, computer integration consulting, and system construction
- Total Assets: KRW 19,224,726,257 / Total Liabilities: KRW 4,707,605,926 / Total Equity: KRW 14,517,120,331 (Capital Stock: KRW 200,000,000)
- Revenue: KRW 51,769,202,702 / Net Income: KRW 304,522,792
- External Auditor & Opinion: Samil PricewaterhouseCoopers (Unqualified)
[Other Material Notes]
- Because this merger is conducted without issuing new shares, there will be no change in Hanwha Ocean’s total issued shares or capital stock.
- If shareholders owning 20% or more of Hanwha Ocean’s total issued shares oppose the small-scale merger, the transaction may proceed as a general merger upon CEO decision.
📝 Editor’s Comment (Key Follow-up Checkpoint)
📌 Verification of Merger Approvals and Transaction Completion
This filing details the absorption of a 100%-owned subsidiary to boost operational efficiency via a small-scale merger, making it essential to monitor the completion of procedural milestones through opposition notices (October 14 – October 28, 2024), board approval (October 29, 2024), and the effective merger date (December 1, 2024). Verification is necessary to confirm the execution of organizational integration without structural capital changes. Related completion updates can be verified through future regular financial reports (Quarterly, Semi-Annual, or Annual Business Reports) or subsequent official public disclosures.
📢 Disclaimer & Source Notice
Source: This content was newly structured based on official data submitted to the Financial Supervisory Service’s DART system.
Investment Risk Warning: This content is provided for informational and linguistic reference purposes only. Under no circumstances does it constitute financial advice or a recommendation to buy or sell specific stocks. All investment decisions and financial responsibilities rest solely with the investor.
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