Hanwha : Decision on Acquisition of BondsRelated to Stocks

Decision on Acquisition of Bonds Related to Stocks

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.(US)	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 acquisition	Total face value of bonds (or electronically registered bonds) (KRW)	64,300,000,000
Acquisition amount (KRW)	64,300,000,000
Equity capital (KRW)	2,239,761,486,828
Ratio to equity capital (%)	2.87
Classified as a large-sized corporation?	Yes
4. Acquisition method	Acquisition by cash
5. Purpose of acquisition	To secure UAM airframe platform "Butterfly" thru OVERAIR Series B investment.
6. Scheduled acquisition date	2022-06-16
7. Date of board resolution (decision date)	2022-06-14
- Attendance of outside directors	Present (No.)	5
Absent (No.)	-
- Attendance of auditors (members of Audit Committee who are not outside directors)	-
8. Subject to reporting to the Fair Trade Commission?	No
9. Signed a put option contract, etc.?	No
- Details of agreements	-
10. Other matters to be factored into investment decisions
- Convertible Note can be ether 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.
※ Related disclosure	-

【Condensed Financial Statements of Issuing Company】(in KRW)

Type	Total assets	Total liability	Total shareholders' equity	Capital stock	Sales	Net income	External auditor's opinion	External auditor
Current fiscal year	60,072,802,260	57,952,554,770	2,120,247,490	120,884	0	-24,348,808,930	Unqualified	BDO USA, LLP
Previous fiscal Year	27,857,998,148	1,609,371,130	26,248,627,028	122,170	0	-10,553,991,096	Unqualified	BDO USA, LLP
Two fiscal years prior	-	-	-	-	-	-	-	-

【Matters Related to Convertible Bonds】

Rate	Coupon rate (%)	3%
Maturity interest rate (%)	-
Maturity date	-
Details of warrants	Conversion ratio (%)	100
Conversion price (KRW/share)	-
Conversion price calculation method	-
Class of new shares	OVERAIR,Inc.'s preferred stocks or warrants
Conversion period	Start date	-
End date	-
Details of adjustment of conversion price	-
Other matters to be factored into investment decisions	-