Structural Fact Check — KOSPI Delisting Due to Merger by Absorption
According to primary DART disclosures, Hanil Hyundai Cement (006390) disclosed a merger-by-absorption agreement with Hanil Cement Co., Ltd. (300720) following a board resolution on 2025-07-17 (Report of Material Facts, Receipt No. 20250717000323). The merger effective date was 2025-11-01, on which Hanil Hyundai Cement was dissolved and all of its business was succeeded by Hanil Cement (Report on Securities Issuance Results, Receipt No. 20251103000219). The merger ratio was 1.0028211 shares of Hanil Hyundai Cement per 1 share of Hanil Cement.
Hanil Hyundai Cement underwent a trading suspension from 2025-10-30 to 2025-11-20 (Report on Securities Issuance Results schedule, Receipt No. 20251103000219), consistent with KOSPI delisting procedures. No periodic or ad hoc disclosures under the name 006390 have been identified thereafter (the last disclosure filed by the company itself was a Report on Substantial Shareholding dated 2025-10-17, Receipt No. 20251017000471).
The closing price of KRW 18,010 as of the reference date (2026-08-18) provided to this research by the system conflicts with the delisting facts above. Whether this price reflects the actual closing price on the last trading day, a reference price used to calculate the merger valuation, or a value of some other nature could not be confirmed within the scope of this research (not obtained). The facts and figures in the remainder of this report should be interpreted with this premise conflict in mind.
Fact Summary
Hanil Hyundai Cement (006390) disclosed a merger-by-absorption agreement with Hanil Cement (300720) on 2025-07-17, and multiple disclosures and media reports confirm it was absorbed into Hanil Cement and delisted from KOSPI effective the merger date of 2025-11-01 (DART Report of Material Facts, Receipt No. 20250717000323). In its last confirmed fiscal year before the merger, 2024 non-consolidated revenue was KRW 513.3 billion, operating profit was KRW 79.1 billion, and net income was KRW 60.0 billion (2024 Annual Business Report, Receipt No. 20250317000892). Immediately before the merger, the largest shareholder, Hanil Cement Co., Ltd., held a 77.78% stake (15,033,348 shares, as of 2025-06-30). The closing price of KRW 18,010 as of the system-provided reference date (2026-08-18) conflicts with the delisting facts above, and its nature could not be confirmed in this research.
Change Context Note
Domestic cement shipment volume in H1 2026 totaled 18.88 million tons, down 17.4% YoY — the lowest level since H1 1992, or in 33 years (Construction & Economy Research Institute of Korea). At the surviving entity Hanil Cement post-merger, cumulative consolidated revenue and operating profit for the first three quarters of 2025 were reported to have fallen 18.1% and 51.2% YoY, respectively (secondary source, not cross-checked against primary disclosures).
Business Overview
Hanil Hyundai Cement manufactured and sold Portland cement and slag cement, and belonged to the Hanil Cement Group's affiliate structure running from Hanil Holdings → Hanil Cement → Hanil Hyundai Cement. As of the 2024 Annual Business Report, Hanil Hyundai Cement had no consolidated subsidiaries (not applicable, Receipt No. 20250317000892).
5-Year Financial Trend (Non-Consolidated)
| Period | Revenue (KRW 100mn) | Operating Profit (KRW 100mn) | Net Income (KRW 100mn) | Debt-to-Equity Ratio |
|---|---|---|---|---|
| 2021 | 3,970 | 359 | 404 | 84.08% |
| 2022 | 4,712 | 352 | 357 | 78.39% |
| 2023 | 5,047 | 480 | 351 | 114.42% |
| 2024 | 5,134 | 791 | 600 | 110.05% |
Governance & Capital Structure
| Date | Event |
|---|---|
| 2025-07-17 | Board resolution and merger agreement execution disclosed (Receipt No. 20250717000323) |
| 2025-09-19 | Hanil Hyundai Cement extraordinary general meeting — merger agreement approved (Receipt No. 20250919800301) |
| 2025-10-30 ~ 11-20 | Hanil Hyundai Cement trading suspension period |
| 2025-10-31 | Record date for allotment of merger new shares |
| 2025-11-01 | Merger effective date — Hanil Hyundai Cement dissolved, all business succeeded by Hanil Cement |
| 2025-11-03 | Merger and dissolution registration completed; Report on Securities Issuance Results filed (Receipt No. 20251103000219) |
| 2025-11-21 | Scheduled listing date for merger new shares |
As a result of the merger, total shares outstanding increased from 69,261,540 to 73,545,209 with the addition of 4,283,669 merger new shares; accordingly, Hanil Holdings Co., Ltd.'s stake was diluted from 63.54% to 59.84% with no change in its own share count (Hanil Cement 2025 Annual Business Report, Receipt No. 20260317000863). The board consisted of 3 in-house directors and 1 outside director (per the 2024 Annual Business Report), and representative directors Jeon Geun-sik and Oh Hae-geun are confirmed to continue serving as representative directors of Hanil Cement after the merger (DART company.json, retrieved 2026-08-18).
Industry Comparison
In a domestic cement industry ranking by 2023 revenue (secondary-source compilation, not cross-checked against primary disclosures), Hanil Hyundai Cement ranks around 6th among the top six companies. The Hanil Hyundai Cement revenue figure in that compilation (KRW 471.2 billion) differs from the confirmed Annual Business Report figure (KRW 504.7 billion, Receipt No. 20240318000591); the confirmed figure is reflected in the table above — the reason for the discrepancy is not obtained. Following the November 2025 merger, the combined Hanil Cement was reorganized into an entity with annual revenue of approximately KRW 1.7 trillion, reportedly consolidating its position as the industry leader (Money Today Broadcasting and others, 2025-07-17).
Peer valuation (2026-08-19 web snapshot; reference dates vary — for reference only): Hanil Cement (post-merger) PER 6.51x · PBR 0.70x; Sungshin Cement PER 10.99x · PBR 0.48x (2026-04-17); Asia Cement PER 23.8x · PBR 0.37x. Ssangyong C&E could not be confirmed (not obtained).
Macro Environment
| Factor | Value as of Reference Date | Impact Direction |
|---|---|---|
| Bank of Korea base rate | 2.75% (raised from 2.50% to 2.75% on 2026-07-16) | Negative, moderate |
| Domestic cement shipment volume (H1 2026) | 18.88 million tons (-17.4% YoY) | Negative, high |
| International thermal coal price (Newcastle) | USD 129.30/ton (2026-08-17) | Negative, moderate |
| Industrial electricity rate restructuring | Effective 2026-04-16; summer peak-load rate raised by KRW 28.5/kWh | Negative, high |
| Domestic construction orders (2026-04) | KRW 19.7 trillion (+35.9% YoY, led by public and civil engineering) | Positive but limited |
| Government SOC budget (2026) | KRW 27.4506 trillion (+7.9% YoY) | Positive but limited |
| KRW/USD exchange rate | KRW 1,413.24 per USD (2026-08-18) | Neutral to slightly positive |
The company self-generates approximately 30% of its electricity via waste-heat power generation at the Yeongwol plant and is reportedly pursuing an eco-friendly facility project targeting a 30% reduction in thermal coal usage (secondary source), which is reported to partially offset the cost pressures noted above.
Risk Factors
- Entity continuity requires confirmation — Multiple primary DART disclosures (e.g., Receipt No. 20250717000323) support dissolution and delisting via merger by absorption effective 2025-11-01; the nature of the discrepancy with the system-provided reference-date closing price has not been confirmed.
- Industry contraction — Domestic cement shipment volume fell -17.4% YoY in H1 2026 (lowest in 33 years); average industry plant utilization declined from 76% in 2022 to 59% in 2025.
- Cost pressure — International thermal coal prices rose by double digits YoY, and industrial electricity rates rose a cumulative 72.4% from 2021 to 2025 (electricity accounts for 25–30% of manufacturing cost).
- Financial structure — The debt-to-equity ratio surged from 78.39% in 2022 to 114.42% in 2023 and remained elevated at 110.05% in 2024 (non-consolidated basis; cause not obtained).
- Interest rate environment — The Bank of Korea raised its base rate from 2.50% to 2.75% on 2026-07-16, which may exert downward pressure on housing starts with a lag through higher mortgage and project-financing funding rates.
Reference Multiples (For Reference Only)
Total shares outstanding is a back-calculated estimate (approx. 19,331,000 shares) derived from Hanil Cement's holding (15,033,348 shares, 77.78%), and has not been cross-checked against the 'Status of Total Shares' section of the original Annual Business Report (not obtained) — all multiples above are for reference only. The multiples found in web research (PER 8.88x, PBR 0.93x or 0.81x, share price KRW 15,580) do not specify a reference date and are therefore not from the same point in time as the system reference-date data above. EV/EBITDA and dividend yield could not be calculated due to unavailable depreciation, net debt, and dividend data (not obtained).
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Fact Highlights
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Generated by FomoLog Agent · Data source: Korea Exchange · DART