Decision on Acquisition of Bonds related to Stocks(Voluntary Disclosure)
1. Class of Bonds related to stock convertible bonds
Series No. 2 Type Convertible Note
2. Details of issuing company Name of Company (Nationality) OVERAIR, INC. Representative Ben Tigner
Capital Stock(KRW) 120,884 Relationship to Company -
Total Number of Shares Issued 9,399,245 Main Business UAM airframe development and production
3. Details of Aquisition Total face(electronic registration) Amount of Bonds(KRW) 83,590,000,000
Acquisition Amount(KRW) 83,590,000,000
Equity Capital(KRW) 3,931,558,526,792
Ratio to Equity Capital(%) 2.13
If classified as a Large-scale Corporation Yes
4. Acquisition Method Acquisition by cash
5. Purpose of Acquisition To strengthen strategic cooperation between the companies for powertrain business
6. Scheduled Acquisition Date 2022-06-16
7. Date of Board Resolution(Decision Date) 2022-06-14
- Attendance of Outside Directors Present(No.) 4
Absent(No.) -
- Attendance of Auditors(members of Audit Committee) -
8. Subject to reporting to the fair Trade Commission No
9. If entered into an agreement for Put Option, Call Option, Put Back Potion, etc. No
- Details of agreements -
10. Other references useful for making investment decisions
- Convertible Note can be either converted to shares or its principal money be paid back after the maturity date, depending on the result of new funding efforts by the issuer.

- Above item No. 2. Capital stock and the total number of shares issued are as of the end of year 2021.

- Above item No. 3. Details of acquisition, the total face value of bonds(electronically registered bond) or acquisition amount is $50,000,000 USD.

- Above item No. 3. Equity capital is as of the end of year 2021.

- Above item No. 6. Scheduled acquisition date refers to the Company's scheduled payment date, which is subject to change depending on the progress.

- The maturity date of above-mentioned Convertible Note is set at 24 months from the payment date.

- All members of the Company's Audit Commiittee are comprised of outside directors.

- OVERAIR Inc., the issuer of Convertible Note, was established in late 2019. Therefore, below Condensed Financial Statements of Issuing Company are the statements of the year 2021 and the previous fiscal year's refers to the statements of the year 2020. And no financial statements of Two Fiscal Years Prior is published herein.

- In above item No. 2, capital stock of issuing company(In Korean won), and in 3.Details of acquistion, the total face value of bonds, acquisition amount(KRW), and below Condensed Financial Statements of Issuing Company, all these amounts are converted from USD to KRW by using SMB(Seoul Money Brokerage)'s Basic Exchange Rate(1,286.00 KRW per dollar) as of 14th June 2022.

- In below Details of warrants, Class of new shares, refer to US securities that entitle the holder to buy stocks of the issuing company at a fixed price for a certain period.

- Regarding below Matters Related to Convertible Bonds, their details are subject to change depending on the additional funding results due to the nature of Convertible Bond instrument. Therefore, the details will be relased thru public disclosure when related matters are finalized.

- Hanwha Aerospace acquires the convertible note with its subsidiary, Hanwha Systems, simultaneously. Total amount of CN acquired by two companies is USD 115,000,000 which is the sum of USD 65,000,000 by Hanwha Aerospace and USD 50,000,000 by Hanwha Systems. For more details of the deal, please refer to the disclosure of Hanwha Systems on 14 June 2022.
※ Title and date of other disclosure related to this one -
【Condensed Financial statement of Issuing Company】(Mil. KRW)
Type Total Assets Total Liability Total Shareholders' Equity Capital Stock Sales Net Income External Auditor's Opinion External Auditor
Current Fiscal Year 60,073 57,953 2,120 1 - -24,349 Unqualified BDO USA,LLP
Previous fiscal Year 27,858 1,609 26,249 1 - -10,554 Unqualified BDO USA,LLP
Fiscal Year before previous fiscal Year - - - - - - - -
【 the matters related to Convertible Bonds 】
Rate Coupon rate(%) 3
Maturity interest rate(%) -
Maturity date -
Details of Warrants Conversion ratio(%) 100
Conversion price (KRW/Stock) -
Conversion price determination method -
Class of new shares OVERAIR, INC.'s preferred stocks or warrants
Period of request for Conversion From -
To -
Details of adjustment of conversion price -
Other references useful for making investment decisions -

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Hanwha AeroSpace Co. Ltd. published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 06:42:05 UTC.