Exhibit 99.1 Explanatory Note
This Form 6-K/A amends the announcement furnished on Form 6-K by Shinhan Financial Group Co., Ltd. (“Shinhan Financial Group”) on 13 November 2020 regarding a resolution made by the board of directors of Shinhan Financial Group to execute a comprehensive stock exchange (the “Stock Exchange”).
The amendment is to correct 4. Basis for Calculating Exchange Ratio – (2), 8. Schedule for the Stock Exchange and 16. Other Investment Considerations – (2), (3), (5) – 2) and confirm that the Stock Exchange will follow small-scale stock exchange procedures because shareholders owning 20% or more of the total issued and outstanding number of Shinhan Financial Group shares did not submit their dissent to the Stock Exchange during the period for the submission of notice of dissent to the Stock Exchange (November 25, 2020 to December 2, 2020). All other information in the announcement dated 13 November, 2020 remains unchanged.
Before Amendment | After Amendment |
4. Basis for Calculating Exchange Ratio (2) Exchange price of applicable common shares of Neoplux that will become a wholly-owned subsidiary As Neoplux is a “unlisted corporation,” the exchange price of its applicable shares was determined based on the intrinsic value, which is a volume weighted average of the asset value and the earning value at the ratio of 1:1.5 in accordance with Article 165-4 of the FSCMA, and Articles 175-5 and 175-6 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulation on Issuance, Disclosure, etc. of Securities (the “Regulations”) and Articles 4 through 8 of the Enforcement Rules of the Regulations.
- Asset value: KRW 2,341
- Earning value: KRW 3,242
- Intrinsic value (volume weighted average): KRW 2,881
- Exchange price: KRW 2,881 | 4. Basis for Calculating Exchange Ratio (2) Exchange price of applicable common shares of Neoplux that will become a wholly-owned subsidiary As Neoplux is a “unlisted corporation,” the exchange price of its applicable shares was determined based on the intrinsic value, which is a volume weighted average of the asset value and the earning value at the ratio of 1:1.5 in accordance with Article 165-4 of the FSCMA, and Articles 175-5 and 175-6 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulation on Issuance, Disclosure, etc. of Securities (the “Regulations”) and Articles 4 through 8 of the Enforcement Rules of the Regulations.
- Asset value: KRW 2,399
- Earning value: KRW 3,203
- Intrinsic value (volume weighted average): [No change]
- Exchange price: [No change] |
8. Schedule for the Stock Exchange
Date of the Stock Exchange (“Stock Exchange Date”): | 8. Schedule for the Stock Exchange
Date of the Stock Exchange (“Stock Exchange Date”):
※ All other schedules remain unchanged |
16. Other Investment Consideration (2) Shinhan Financial Group will newly issue registered common shares of Shinhan Financial Group in accordance with the exchange ratio set forth in “3. Exchange Ratio” with respect to registered common shares issued by Neoplux that are owned by shareholders appearing in Neoplux’s shareholder register as of the Stock Exchange Date (scheduled at 00:00 a.m., December 29, 2020), excluding Shinhan Financial Group, but including treasury shares of Neoplux and the shares acquired by Neoplux due to the exercise of appraisal rights by Neoplux shareholders dissenting to the Stock Exchange. The shares issued by Neoplux that are owned by Shinhan Financial Group as of the Stock Exchange Date will not be included in the Stock Exchange, and therefore, Shinhan Financial Group will not newly issue registered common shares of Shinhan Financial Group with respect to such shares. The aggregate number of registered common shares of Shinhan Financial Group to be newly issued to Neoplux shareholders in the Stock Exchange will be 72,719 shares. | 16. Other Investment Consideration (2) Shinhan Financial Group will newly issue registered common shares of Shinhan Financial Group in accordance with the exchange ratio set forth in “3. Exchange Ratio” with respect to registered common shares issued by Neoplux that are owned by shareholders appearing in Neoplux’s shareholder register as of the Stock Exchange Date (scheduled at 00:00 a.m., December 30, 2020), excluding Shinhan Financial Group, but including treasury shares of Neoplux and the shares acquired by Neoplux due to the exercise of appraisal rights by Neoplux shareholders dissenting to the Stock Exchange. The shares issued by Neoplux that are owned by Shinhan Financial Group as of the Stock Exchange Date will not be included in the Stock Exchange, and therefore, Shinhan Financial Group will not newly issue registered common shares of Shinhan Financial Group with respect to such shares. The aggregate number of registered common shares of Shinhan Financial Group to be newly issued to Neoplux shareholders in the Stock Exchange will be 72,719 shares. |
Note) Amendments are indicated in italic and underlined in this announcement.