Netmarble : Decision on Acquisition of Stocks or Capital Contribution Certificates of Other Corporations

Report of Disclosure Revision

Revision Date

2022-07-15

1. Disclosure Documents in relation with Revision	Report on Key Matters (Decision on Acquisition of Stocks or Capital Contribution Certificates of Other Corporations)
2. Submission date of documents	May 12, 2022
3. Reason for Revision	Confirmation of acquisition date and Additional entry of the matters on financing borrowings
4. Revised Information
information	before revision	after revision
5. Scheduled acquisition date	-	July 15, 2022
14. Other matters to be factored into investment decisions	4) The above "5. Scheduled acquisition date" has not been confirmed, and it will be disclosed again when confirmed in accordance with the liquidation procedure of Leonardo Interactive Holdings Limited.	4) The Company has secured the approval of a stamp-tax exemption from the government of Hong Kong for this equity succession related transaction following the liquidation of its subsidiary, and the "5. Scheduled acquisition date" above is the relevant date of approval.
【Details regarding Borrowings】	-	- Lender: Hana Bank - Borrowed Amount: 1,834,000KRW mil. - Borrowed Period: October 2021 ~ October 2022 - Assets Subject to Security: 369,000,001 shares of SpinX Games Limited : 1,950,000 shares of NCSOFT Co., Ltd. - Remarks :※The borrowings above are the details which were financed at the point of the initial share acquisition related transaction of the subsidiary (Leonardo Interactive Holdings Limited) scheduled for liquidation (USD 1.4 billion). As the Company succeeded the equity interest in SpinX Games Limited owned by the same entity due to the distribution of the remaining assets following the liquidation, the shares secured for the existing borrowings were changed from Leonardo Interactive Holdings to SpinX Games Limited. ※The amount of borrowings above was converted by applying the initial basic exchange rate (KRW/USD = KRW 1,310.00) of KEB Hana Bank as of the date of disclosure.

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Decision on Acquisition of Stocks or Capital Contribution Certificates of Other Corporations

1. Details of issuer	Name of company	SpinX Games Limited
Nationality	Hong Kong	Representative	Liang Zhang
Capital stock (KRW)	447,781,501,214	Relationship to company	Affiliated Company
Total number of shares issued	369,000,001	Main business	Game publishing and operation business
- Purchased new shares through third-party allotment within the last 6 months?	N/A
2. Details of acquisition	Number of shares to be acquired	369,000,001
Acquisition price (KRW)(A)	2,834,376,883,257
Total assets (KRW)(B)	10,663,783,073,696
Ratio to total assets (%)(A/B)	26.58
Equity capital (KRW)(C)	6,007,658,886,345
Ratio to equity capital (%)(A/C)	47.18
3. Number and ratio of shares held after acquisition	Number of shares held (shrs.)	369,000,001
Shareholding ratio (%)	100
4. Purpose of acquisition	To improve management efficiency through governance restructuring (Succession of shares in SpinX Games Limited by distribution of residual property following liquidation of subsidiary Leonardo Interactive Holdings Limited)
5. Scheduled acquisition date	2022-07-15
6. Seller	Name of company (name)	Leonardo Interactive Holdings Limited
Capital stock (KRW)	133,485
Main business	Holding company
Location of head office (address)	23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands
Relationship to company	Affiliated Company
7. Details of payment	There is no separate transaction payment for the distribution of residual property following the liquidation of Leonardo Interactive Holdings Limited.
8. Details of external valuation	External valuation	Yes
- basis and reasons	Evaluation of adequacy in accordance with Article 165-4 (1) 2 and 2 of the Capital Markets and Financial Investment Business Act, and Article 176-6 (3) of the Enforcement Decree of the same Act.
Name of external valuation institution	Samil PricewaterhouseCoopers
Period of external valuation	May 03, 2022 to May 11, 2022
Opinion of external valuation	Unqualified
9. Date of board resolution (decision date)	2022-05-12
- Attendance of outside directors	Present (No.)	3
Absent (No.)	-
- Attendance of auditors (members of Audit Committee who are not outside directors)	-
10. Deemed a backdoor listing?	No
- Plan to increase capital through third-party allotment within 6 months?	No
11. Satisfying backdoor listing requirements of the issuing company (another corporation)?	No
12. Subject to reporting to the Fair Trade Commission?	No
13. Signed a put option contract, etc.?	No
- Details of agreements	-
14. Other matters to be factored into investment decisions
1) The issuing company, SpinX Games Limited, is a Hong Kong-based social casino games company, wholly owned by Leonardo Interactive Holdings Limited, which we acquired on October 13, 2021. In accordance with the liquidation decision of Leonardo Interactive Holdings Limited (May 12, 2022), the Company will receive a dividend in kind for all shares of SpinX Games Limited held by the company as a distribution of the remaining property. 2) The above "Capital stock" of "1. Details of issuing company" above is USD 369,000,001, based on financial statements at the end of March 2022, and converted into KRW by applying KEB Hana Bank's trading standard exchange rate (KRW/USD = 1,213.50 KRW) as of March 31, 2022. 3) The above "Total assets" and "Equity capital" of "2. Details of acquisition" are based on the consolidated financial statements at the end of the company's latest fiscal year (2021). 4) The Company has secured the approval of a stamp-tax exemption from the government of Hong Kong for this equity succession related transaction following the liquidation of its subsidiary, and the "5. Scheduled acquisition date" above is the relevant date of approval. 5) The above "Capital stock" of "6. Counterparty" is USD 110, based on financial statements at the end of March 2022, and converted into KRW by applying KEB Hana Bank's trading standard exchange rate (KRW/USD = 1,213.50 KRW) as of March 31, 2022. 6) For other details, please refer to the attached "Evaluative Opinion of External Evaluation Agency."
※ Related disclosure	2021-10-13 [Revised] Decision on Acquisition of Stocks or Capital Contribution Certificates of Other Corporations 2022-05-16 Occurrence of Defaults, Causes of Dissolution, etc. of Invested Companies

【Condensed Financial Statements of Issuing Company】(Unit : KRW mil.)

Category	Total assets	Total liabilities	Total shareholders' equity	Capital Stock	Sales	Net income	External auditor's opinion	External auditor
Current fiscal year	420,451	82,390	338,061	447,782	173,128	31,820	-	-
Previous fiscal year	369,075	68,895	300,180	439,295	690,417	115,478	-	-
Two fiscal years prior	216,250	46,463	169,787	162,112	470,104	104,764	-	-

【Details regarding Borrowings】(Unit : KRW mil.)

Lender	Borrowed Amount	Borrowed Period	Assets Subject to Security	Remarks
Hana Bank	1,834,000	October 2021 ~ October 2022	- 369,000,001 shares of SpinX Games Limited - 1,950,000 shares of NCSOFT Co., Ltd.	※The borrowings above are the details which were financed at the point of the initial share acquisition related transaction of the subsidiary (Leonardo Interactive Holdings Limited) scheduled for liquidation (USD 1.4 billion). As the Company succeeded the equity interest in SpinX Games Limited owned by the same entity due to the distribution of the remaining assets following the liquidation, the shares secured for the existing borrowings were changed from Leonardo Interactive Holdings to SpinX Games Limited. ※The amount of borrowings above was converted by applying the initial basic exchange rate (KRW/USD = KRW 1,310.00) of KEB Hana Bank as of the date of disclosure.
Sub Total	1,834,000	-	-	-