assets, golf memberships, trade payables, and retirement benefit estimated liabilities. The transaction value, following post-closing adjustments in accordance with the definitive agreement, was approximately $20.1 million based on the then-prevailing exchange rate.
ITEM 11.
INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities Ownership
The first and second paragraphs appearing under “Transaction Statement — Item 11. Interest in Securities of the Subject Company — (a) Securities Ownership” on pages 43 and 44 of the Statement are hereby replaced in their entirety by the following paragraphs:
As of December 18, 2018, Parent is the beneficial owner of a total of 3,908,989,723 Ordinary Shares (including the Ordinary Shares represented by ADSs), which for the avoidance of doubt comprises 3,903,989,723 Ordinary Shares and 100,000 ADSs representing 5,000,000 Ordinary Shares. Parent’s ownership of the Ordinary Shares (including the Ordinary Shares represented by ADSs) represents approximately 93.9% of the total outstanding Ordinary Shares (including the Ordinary Shares represented by ADSs). Hanwha Chemical, as the 100% parent of Hanwha Solar, may be deemed to be the beneficial owner of the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by Hanwha Solar. Hanwha Corporation is the controlling shareholder of Hanwha Chemical and together with its affiliates hold approximately 36.3% of the issued and outstanding shares of Hanwha Chemical. Hanwha Corporation may therefore be deemed to be the beneficial owner of the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by Hanwha Solar. Mr. Seung-Youn Kim holds approximately 18.8% of the issued and outstanding shares of Hanwha Corporation. Mr. Seung-Youn Kim may therefore be deemed to be the beneficial owner of the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by Hanwha Solar.
In addition, as of December 18, 2018:
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Mr. Jung Pyo Seo, a director of the Company, owns 861 ADSs representing 43,050 Ordinary Shares, which represents less than 0.01% of the total outstanding Ordinary Shares (including the Ordinary Shares represented by ADSs).
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Mr. Chang Bum Kim, a director of Hanwha Chemical, owns 15,000 ordinary shares of Hanwha Chemical, which represents approximately 0.01% of the total issued and outstanding shares of Hanwha Chemical. Mr. Won Cho, a director of Hanwha Chemical, owns 3,505 ordinary shares of Hanwha Chemical, which represents less than 0.01% of the total issued and outstanding shares of Hanwha Chemical. Mr. Sang Heum Han, a director of Hanwha Chemical, owns 8,000 ordinary shares of Hanwha Chemical, which represents less than 0.01% of the total issued and outstanding shares of Hanwha Chemical. Mr. An Sik Yoon, a director of Hanwha Chemical, owns 2,000 ordinary shares of Hanwha Chemical, which represents less than 0.01% of the total issued and outstanding shares of Hanwha Chemical. Each of Mr. Chang Bum Kim, Mr. Won Cho, Mr. Sang Heum Han, and Mr. An Sik Yoon may therefore be deemed to be the beneficial owner of the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by Hanwha Solar.
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Mr. Youn-Chul Kim, a director of Hanwha Corporation, owns 4,996 ordinary shares and 5,324 preferred shares of Hanwha Corporation, which represents approximately 0.03% of the total issued and outstanding shares of Hanwha Corporation. Mr. Tae-Jong Lee, a director of Hanwha Corporation, owns 3,995 ordinary shares and 403 preferred shares of Hanwha Corporation, which represents less than 0.01% of the total issued and outstanding shares of Hanwha Corporation. Mr. Min-Suhk Lee, a director of Hanwha Corporation, owns 5,510 ordinary shares and 402 preferred shares of Hanwha Corporation, which represents approximately 0.01% of the total issued and outstanding shares of Hanwha Corporation. Mr. Kyeong-Seak Ok, a director of Hanwha Corporation, owns 2,040 ordinary shares of Hanwha Corporation, which represents less than 0.01% of the total issued and outstanding shares of Hanwha Corporation. Each of Mr. Youn-Chul Kim, Mr. Tae-Jong Lee, Mr. Min-Suhk Lee, and Mr. Kyeong-Seak Ok may therefore be deemed to be the beneficial owner of the Ordinary Shares (including the Ordinary Shares represented by ADSs) held by Hanwha Solar.