Cheonbo's subsidiary Cheonbo BLS has resolved to issue KRW 78.2 billion of unregistered, unguaranteed private convertible bonds (1.0% coupon / 4.0% yield-to-maturity, maturing 2033-05-29) to Mirae Asset Renaissance New Energy PEF. Proceeds will fund facility investment (KRW 54.74B) and working capital (KRW 23.46B). The conversion price is set at KRW 39,463 per share, potentially issuing up to 1,981,603 new shares (26.07% of total). Refixing terms include a performance-linked adjustment if FY2029 EBITDA falls below KRW 80 billion (floor at 50% of initial conversion price), plus standard dilution protections. A 30% call option (up to KRW 23.46B) and put option exercisable from year 5 are attached, with a qualified IPO covenant.
Full Translation
Cheonbo / Decision on Issuance of Convertible Bonds / (2026.05.22) Decision on Issuance of Convertible Bonds
Decision on Issuance of Convertible Bonds — Filing of material management matter of subsidiary Cheonbo BLS.
1. Type of bond
- Series: 1
- Type: Unregistered, coupon-bearing, unguaranteed private convertible bonds
2. Face value (electronically registered) total amount (KRW): 78,200,000,000
2-1. Remaining issuance limit under articles of incorporation (KRW): 500,000,000,000
2-2. (Overseas issuance) Face value total / reference exchange rate / issuance region / overseas market name: N/A (KRW: South Korean Won)
3. Purpose of fundraising:
- Facility funds: KRW 54,740,000,000
- Business acquisition funds: -
- Operating funds: KRW 23,460,000,000
- Debt repayment funds: -
- Acquisition of other corporate securities: -
- Other: -
4. Interest rate:
- Coupon rate: 1.0%
- Yield to maturity: 4.0%
5. Maturity date: 2033-05-29
6. Method of interest payment: The coupon is 1.0%; separate interest payment dates are to be agreed upon.
7. Method of principal repayment: The entire principal, together with interest calculated by applying the guaranteed yield to maturity for the period from the issue date to maturity, shall be repaid in a lump sum at maturity.
8. Method of issuance: Private placement
9. Matters concerning conversion:
- Conversion ratio: 100%
- Conversion price: KRW 39,463 per share
- Method of determining conversion price: By agreement
- Shares to be issued upon conversion: Cheonbo BLS Co., Ltd. registered common stock
- Number of shares: 1,981,603
- Ratio to total shares: 26.07%
- Conversion claim period: From 2027-05-30 to 2033-04-29
Conversion price adjustment provisions:
a. During the conversion claim period, if the issuer (i) conducts a paid-in capital increase at an issue price below the conversion price (or the adjusted conversion price; after listing, the reference price calculated under applicable laws for a rights offering), or (ii) issues convertible bonds, bonds with warrants, or other securities carrying rights to subscribe for new shares at a conversion or exercise price below the conversion price of these CBs, the adjusted conversion price shall be set at the issue price of such shares or securities (provided that the adjusted conversion price shall not be lower than 70% of the conversion price of these CBs at the time of such issuance — taking into account any prior adjustments such as discounted issuance of new shares or capital reduction). However, the grant and exercise of stock options approved in advance by the subscriber, and the issuance of new shares arising therefrom, are excluded from conversion price adjustment. The adjustment date is the issue date of the new shares (case i) or the issue date of the relevant securities (case ii).
b. During the conversion claim period, if the issuer issues shares through stock dividends, capitalization of reserves, etc., the conversion price shall be adjusted as follows:
(Adjusted conversion price) = C × A / (A+B)
A: Existing number of shares (total issued shares as of the day immediately before the adjustment event)
B: Newly issued shares
C: Conversion price before adjustment
The adjustment date shall be the date of new share issuance due to stock dividends, etc.
c. In cases where conversion price adjustment is necessary due to stock split or consolidation, merger, spin-off, capital reduction, etc., the conversion price shall be adjusted so that the subscriber can acquire common stock of equivalent value based on the number of shares the subscriber would have held had it fully converted into common stock immediately before such event.
d. If the issuer carries out a no-consideration capital reduction before conversion, the conversion price shall be adjusted according to the capital reduction ratio.
e. If the issuer's EBITDA per the FY2029 financial statements falls short of KRW 80 billion, the conversion price shall be adjusted as follows:
Adjusted conversion price = Pre-adjustment conversion price × refixing ratio (z)
z = FY2029 EBITDA / KRW 80 billion
However, the adjusted conversion price shall not be reduced below 50% of the initial conversion price.
f. Amounts below KRW 1 in the adjusted conversion price shall be truncated; if the conversion price falls below the par value, the par value shall be used as the conversion price.
Conversion price adjustment due to market price decline:
- Minimum adjusted price (KRW): -
- Basis for minimum adjusted price: -
- Remaining issuance limit that may be adjusted below 70% of original conversion price (KRW): -
9-1. Options:
a. Subscriber's early redemption right (Put Option): The subscriber may demand early redemption from the issuer of all or part of the CBs not yet converted into common stock upon the occurrence of any of the following:
ㄱ. On each date that is a multiple of 3 months from the 5-year anniversary of the issue date, until 3 months prior to maturity.
ㄴ. If the issuer fails to complete a qualified listing within the IPO deadline set forth in Article 8 of the agreement.
b. Issuer's Call Option:
ㄱ. The issuer may exercise a call option by written notice to the subscriber (i) on each date that is a multiple of 1 month from the 5-year anniversary of the issue date (extended deadline date under Article 8 if applicable), until 1 month prior to maturity, or (ii) once a qualified listing is completed under Article 8, to require the subscriber to sell to the issuer or a third party designated by the issuer (the "Call Option Holder") up to 30% of the face value of the relevant CBs in such quantity as designated by the issuer (if the Call Option Holder is a major shareholder or related party, capped at their ownership ratio as of the issue date).
1) Name of third party: Undetermined as of issue date
2) Relationship with company: Undetermined as of issue date
3) Acquisition size: Up to KRW 23,460,000,000 (Call Option 30%)
4) Purpose of acquisition: Undetermined as of issue date
5) Eligible third parties: Undetermined as of issue date
6) Economic benefit to third party: If the third party exercises the conversion right on the CBs acquired through the call option, they can acquire 594,480 common shares of the company based on the initial conversion price, enabling ownership of up to 6.20% of the company.
10. Merger-related matters: N/A
11. Subscription date: 2026-05-29
12. Payment date: 2026-05-29
13. Payment method: Cash
14. Lead underwriter: -
15. Guarantor: CEO
16. Collateral: -
17. Board resolution date: 2026-05-22
- Outside directors attending: - / Absent: -
- Auditor (audit committee member) attendance: Attended
18. Subject to securities registration statement: No
19. Reason for exemption: Exempt (private placement — 1-year prohibition on splitting trading units and on conversion)
20. Short-selling restricted period for acquisition of these CBs: No / Start: - / End: -
21. Stock lending transactions linked to overseas issuance: -
22. Subject to KFTC reporting: N/A
23. Other matters for investment judgment:
1. This CB issuance decision is a disclosure concerning Cheonbo BLS, a subsidiary of Cheonbo.
[Issuance details by designated subscriber]
- Subscriber: Mirae Asset Renaissance New Energy Private Equity Fund (LLC)
- Relationship with company or major shareholder: None
- Selection process: To raise funds required for company operations; final decision by the board after considering payment capacity
- Transactions or plans within 6 months before/after issuance: -
- Face value subscribed: KRW 78,200,000,000
- Notes: -
[Method of funding the payment: ... ]
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