Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| Bloom Energy Corporation |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 093712107 |
| (CUSIP Number) |
| Seongju Lim, SK ecoplant Co, Ltd. 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, +82-2-3700-9201 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 29, 2021 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. | 093712107 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| SK ecoplant Co., Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC, BK | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☒ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| The Republic of Korea |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 23,491,701 shares1 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 23,491,701 shares | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 23,491,701 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.5% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| CO |
| 1 | SK’s beneficial ownership of the Issuer’s Class A Common Stock consists of (i) 10,000,000 shares of Class A Common Stock issuable upon the conversion of 10,000,000 shares of the Issuer’s Series A Redeemable Convertible Preferred Stock; and (ii) 13,491,701 shares of Class A Common Stock to be acquired by SK pursuant to the Securities Purchase Agreement dated October 23, 2021 between the Issuer and SK, as further summarized below. All defined terms in this footnote have the meanings set forth in this Schedule 13D. |
| 2 | As of September 30, 2022, based on information the Issuer provided the Reporting Person, and based on an assumed combined total of 202,657,240 shares of the Issuer’s Class A Common Stock outstanding as follows: (i) 179,165,539 shares of the Issuer’s Class A Common Stock outstanding and (ii) 10,000,000 shares of Class A Common Stock of Issuer issuable upon conversion of the Series A Redeemable Convertible Preferred Stock held by SK; and (iii) 13,491,701 shares of Class A Common Stock to be acquired by SK pursuant to the Securities Purchase Agreement dated October 23, 2021 between the Issuer and SK. As of such date, SK’s ownership of voting stock of the Issuer is 6.5%. |
Page 2
Explanatory Note
This statement on Schedule 13D is being made pursuant to Rule 13d-1(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by SK ecoplant Co., Ltd. (“SK” or the "Reporting Person"). On December 29, 2021, the Reporting Person acquired 10,000,000 shares of Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “RCPS”) of Bloom Energy Corporation, a Delaware corporation (the "Issuer"), which are convertible by the Reporting Person at any time into shares of the Issuer’s Class A Common Stock. Upon conversion, the Reporting Person would own in excess of 5% of the outstanding shares of Class A Common Stock of the Issuer, and as a result, the Reporting Person was required, pursuant to Rule 13d-1(a) of the Exchange Act, to file a Schedule 13D in connection with such acquisition. In addition, on August 10, 2022, SK delivered to the Issuer a notice to purchase in the future 13,491,701 shares of Class A Common Stock, par value $0.0001 per share, of the Issuer (the “Class A Common Stock”) pursuant to the Securities Purchase Agreement, dated as of October 23, 2021, by and between SK and the Issuer (the “SPA”). Due to administrative oversight, this Schedule 13D is being filed late by the Reporting Person.
| Item 1. | Security and Issuer |
This Schedule 13D relates to the shares of Class A Common Stock of the Issuer. The principal executive offices of the Issuer are located at 4353 North First Street, San Jose, CA 95134.
| Item 2. | Identity and Background |
(a) This Schedule 13D is filed by SK, a company organized under the laws of the Republic of Korea.
(b) The address of the principal place of business of the Reporting Person is 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, Korea.
(c) The Reporting Person is principally engaged in the business of construction engineering.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person is set forth on Schedule I attached hereto.
(d) During the last five years, none of the Reporting Person and the individuals listed on Schedule I attached hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) except that on June 10, 2020, SK’s predecessor, SK Engineering & Construction Co., Ltd. (“SK E&C”) waived indictment and entered a Plea Agreement with the United States under Rule 11(c)(1)(C) of the Federal Rules of Criminal Procedure. A copy of the Plea Agreement can be found at https://www.justice.gov/opa/press-release/file/1284341/download. SK E&C was charged with one count of wire fraud in connection with its conduct in executing a construction contract which the United States Army Corps had awarded to SK E&C. Two employees of SK E&C at the time, were also charged on counts of conspiracy to defraud and to commit wire fraud, obstruction of justice, major fraud against the United States, money laundering conspiracy and witness tampering. Pursuant to the terms of the Plea Agreement, SK E&C was required to pay $60,578,847.08 in criminal fines, $2,601,883.86 in restitution to the U.S. Army, and serve three years of probation (which may be reassessed after two years), during which time SK agreed not to pursue U.S. federal government contracts. SK E&C also agreed to implement a compliance and ethics program designed to effectively detect and deter violations of U.S. federal law and to report on its implementation of such program to the Department of Justice for a period of three years.
On June 10, 2020, SK E&C entered a guilty plea in relation to the charges and judgment, consistent with the terms of the plea agreement was entered by the United States District Court for the Western District of Tennessee. Additionally, SK E&C entered into a False Claims Act settlement with the United States, under which it was obligated to pay $5,200,000 in civil penalties to the United States.
(e) During the last five years, none of the Reporting Person and the individuals listed on Schedule I attached hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 3
| Item 3. | Source and Amount of Funds or Other Considerations |
The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference.
On December 29, 2021 (the “First Closing Date”), pursuant to the SPA, SK purchased from the Issuer, 10,000,000 shares of the Issuer’s RCPS at a purchase price of $25.50 per share, for an aggregate purchase price of $255,000,000. SK utilized its own funds and proceeds from financing facilities (as discussed in Item 6 herein) to purchase the RCPS. The RCPS may be converted at any time, at the option of SK, into such number of shares of Class A Common Stock determined by dividing the liquidation preference of the RCPS, which is equal to the original purchase price of $25.50 per share multiplied by the number of RCPS to be converted, by the conversion price determined at the time of conversion. The initial conversion price of $25.50 is subject to adjustment in certain circumstances, including stock splits, stock combinations, stock dividends and rights offerings. Each share of the RCPS will automatically convert into shares of Class A Common Stock on December 29, 2022, which is the first anniversary date of the date upon which the RCPS was issued to SK.
On August 10, 2022, SK delivered to the Issuer a notice to purchase in the future 13,491,701 shares of Class A Common Stock of the Issuer pursuant to the SPA. The closing of this purchase (the “Second Closing Date”) is expected to be the later of the parties receiving clearance from the U.S. Department of Justice and the Federal Trade Commission of the purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended (which is October 7, 2022), and December 6, 2022, pursuant to the Side Letter dated August 16, 2022 between SK and the Company, which is filed as Exhibit J. SK expects to use its own funds to purchase the shares of Class A Common Stock on the Second Closing Date.
As of September 30, 2022, (based on what the Issuer reported to the Reporting Person) and after giving effect to (a) SK’s ownership of Class A Common Stock assuming conversion of the RCPS and (b) SK’s purchase of Class A Common Stock on the Second Closing Date, SK owns approximately (x) 11.5% of the outstanding Class A Common Stock of the Issuer and (y) 6.5% of the outstanding voting stock of the Issuer, including for purposes of this calculation the Issuer’s outstanding Class B Common Stock.
The description of the SPA contained in this Item 3 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
| Item 4. | Purpose of Transaction |
The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference.
The Reporting Person acquired the securities reported herein pursuant to the SPA for investment purposes. The purchase of the RCPS forms part of a mutually beneficial and strategic business relationship between the Issuer and the Reporting Person. In addition to the SPA, the Reporting Person and the Issuer have entered into an Investor Agreement dated as of December 29, 2021 (the “Investor Agreement”) and other commercial agreements which have been summarized in Item 6 below.
In accordance with the terms of the SPA, SK has the right to purchase additional shares of Class A Common Stock of the Issuer on or prior to November 30, 2023 (the “Second Tranche Shares”). The maximum number of shares of Class A Common Stock which SK may purchase shall be the lesser of (i) 11,000,000 shares plus the number of shares that SK must hold in order to become the largest shareholder of the Issuer by no less than one percent (1%) of the Issuer’s issued and outstanding capital stock as of the Second Closing Date and (ii) fifteen percent (15%) of the Issuer’s issued and outstanding capital stock as of the Second Closing Date. Additionally, under the terms of the SPA, the Issuer is obligated to file a registration statement to register the resale of the securities issuable to SK and to use best efforts to maintain the effectiveness of such registration statement until all of such securities have been sold.
Page 4
On August 10, 2022, SK delivered to the Issuer a notice to purchase in the future 13,491,701 shares of Class A Common Stock of the Issuer pursuant to the SPA. The Second Closing Date is expected to be the later of the parties receiving clearance from the U.S. Department of Justice and the Federal Trade Commission of the purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, and December 6, 2022.
The description of the SPA contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
The Reporting Person will continuously review its investment in Issuer, including evaluations of the Issuer’s business, strategies, prospects, management, governance, operations, performance, financial matters, capital structure, prospects, strategic and other transactions, as well as alternative investment opportunities, changes in law and/or regulations, general industry or economic conditions and all other factors that may be deemed relevant in determining whether additional securities of the Issuer will be acquired by the Reporting Person or whether the Reporting Person will dispose of any securities of the Issuer. Depending on such and other factors, at any time and subject to the terms of the Investor Agreement, the Reporting Person may acquire additional securities of the Issuer (in addition to (i) the shares of Class A Common Stock underlying the RCPS and (ii) the Second Tranche Shares), or, at any time, some or all of the shares of Class A Common Stock or other securities beneficially owned by the Reporting Person may be sold in the open market, in privately negotiated transactions or otherwise.
Investor Agreement
The Investor Agreement sets forth certain rights and restrictions in relation to the Reporting Person’s investment in the Issuer which are summarized below.
Board Nominee
Effective as of the Second Closing Date until the Reporting Person and its subsidiaries beneficially own less than five percent (5%) of the then issued and outstanding shares of common stock of the Issuer, SK has the right to designate one nominee to be nominated by the Issuer at each election of directors, subject to customary conditions such as, that the designee must meet all qualifications required of the Issuer’s directors. Until the termination of SK’s right to nominate a board nominee, the Issuer has agreed not to decrease the size of its Board of Directors if such decrease will necessitate the resignation of SK’s nominee to the board.
Pre-emptive Right
At any time after the Second Closing Date, if the Issuer proposes to issue new shares of common stock or common stock equivalents, SK has the right, to purchase up to such number of such new securities as required to maintain SK’s fully-diluted ownership as at immediately prior to the issuance of the new securities (the “Pre-emptive Right Shares”). The terms and conditions of the Pre-emptive Right Shares shall be the same as the terms and conditions granted to other purchasers of the new securities. If the Pre-emptive Right Shares are not registered, the Issuer shall, within 90 days of issuance of the securities to SK, file a registration statement covering the resale of the Pre-emptive Right Shares.
Standstill
Commencing as of the First Closing Date until the later of (i) the second anniversary of the Second Closing Date, (ii) the date on which SK ceases to have the right to designate a director to the Board of Directors of the Issuer, and (iii) the date on which SK and its subsidiaries beneficially own less than five percent (5%) of the then issued and outstanding shares of common stock of Issuer (such period, the “Standstill Term”), SK is prohibited, unless approved or waived by the Issuer, from, among other things, making a tender, exchange or other public offer to acquire the Issuer’s Common Stock or Common Stock equivalents; calling a meeting of the stockholders of Issuer or proposing any matter to be voted upon by stockholders of Issuer; proposing any person (excluding the person nominated by SK pursuant to the board nomination right) for election to the Board of Directors of the Issuer whose nomination has not been approved by the Board of Directors of Issuer; and proposing any merger, business combination, purchase of Issuer’s assets or any similar transaction that would result in a change in control without the written consent of the Board of Directors of Issuer.
Page 5
Lock-Up
The Investor Agreement further provides for the securities of the Issuer held by the Reporting Person to be locked-up for a period of two years following the Second Closing Date, subject to specified exceptions.
Voting Agreement
Subject to specified exceptions, from the Second Closing Date until the termination of the Standstill Term, SK has agreed to, among other things, be present in person or by proxy at all meetings of stockholders of Issuer, vote all voting securities held by it or execute a written consent in accordance with the recommendations of a majority of the Issuer’s Board of Directors and as and when requested by the Issuer, execute an irrevocable proxy appointing the Issuer or its designees as proxy to vote or give consent with respect to all the voting securities held by SK.
The description of the Investor Agreement contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
Except as described herein, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the actions described in Items 4(a)-(j) of Schedule 13D.
| Ite m 5. | Interest in Securities of the Issuer |
(a)-(b) The aggregate number and percentage of the Class A Common Stock beneficially owned by SK and the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are hereby incorporated herein by reference. Calculations of the percentage of the shares of Class A Common Stock beneficially owned are based on 202,657,249 shares of Class A Common Stock of Issuer outstanding as of September 30, 2022 as reported by the Issuer to the Reporting Person and include 10,000,000 shares of RCPS outstanding (convertible at any time by SK into 10,000,000 shares of Class A Common Stock).
On August 10, 2022, SK delivered to the Issuer a notice to purchase in the future 13,491,701 shares of Class A Common Stock of the Issuer pursuant to the SPA. The Second Closing Date is expected to be the later of the parties receiving clearance from the U.S. Department of Justice and the Federal Trade Commission of the purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended (which is October 7, 2022), and December 6, 2022, pursuant to the Side Letter dated August 16, 2022 between SK and the Company, which is filed as Exhibit J.
As of September 30, 2022, (based on what the Issuer reported to the Reporting Person) and after giving effect to (a) SK’s ownership of Class A Common Stock assuming conversion of the RCPS and (b) SK’s purchase of Class A Common Stock on the Second Closing Date SK owns approximately (x) 11.5% of the outstanding Class A Common Stock of the Issuer and (y) 6.5% of the outstanding voting stock of the Issuer, including for purposes of this calculation the Issuer’s outstanding Class B Common Stock.
(c) Except as set forth in this Schedule 13D, SK has not effected any transactions in the Class A Common Stock in the past 60 days.
(d) Except as described in this Schedule 13D, no other person is known by SK to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock beneficially owned by SK.
(e) Not applicable.
Page 6
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.
Joint Venture Agreement
On September 24, 2019, SK entered into a Joint Venture Agreement with the Issuer, which was subsequently amended on October 23, 2021 (as amended, the “JV Agreement”). Pursuant to the terms of the JV Agreement, SK and the Issuer agreed to establish a joint venture company in Korea to supply, assemble and manufacture the Issuer’s energy servers and ancillary products for the Korean market. The name of the joint venture company is Bloom SK Fuel Cell, LLC (the “JV Company”) and it is majority-owned and controlled by the Issuer. The JV Agreement contemplates the execution by the parties of additional commercial agreements, including an amendment to the Preferred Distributor Agreement (discussed below); a Bloom Energy License Agreement pursuant to which the Issuer agreed to grant a license to the JV Company as necessary for the JV Company’s business; and a Trademark License Agreement pursuant to which each of SK and the Issuer agreed to grant the JV Company the right to use certain brand names and trademarks for the business of the JV Company. The JV Agreement contains terms relating to additional capital contribution, management of the JV Company and liquidation, termination, among others.
The description of the JV Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
Amended and Restated Preferred Distributor Agreement
On November 14, 2018, SK and the Issuer entered into a Preferred Distributor Agreement, which they amended and restated as of October 23, 2021 (as amended and restated, the “PDA”). Bloom SK Fuel Cell, LLC, the JV Company formed by SK and the Issuer, became a party to the restated PDA as of October 23, 2021. Pursuant to the terms of the PDA, SK committed to purchase, on a take or pay basis, specified volumes of the Issuer’s energy servers until the end of 2024. The PDA also sets forth the basis for determining the prices at which the Issuer’s energy servers and related components will be sold to SK. The PDA contains other commercial terms relating to the agreement between the parties, such as intellectual property, liability for liquidated damages, confidentiality and indemnification.
The description of the PDA contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
Commercial Collaboration Agreement
On October 23, 2021, SK and the Issuer entered into a Commercial Collaboration Agreement (the “CCA”) with the intent to collaborate with each other in pursuing certain business opportunities. Among other things, the parties agreed to establish and operate two hydrogen innovation centers; one in the United States and one in the Republic of Korea, and to grant SK certain rights in connection with the sale and distribution of certain products specified in the CCA.
The description of the CCA contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, the full text of which is filed as an exhibit hereto.
Loan Agreements and Insurance Policy
On December 12, 2021, SK, as borrower, and BNP Paribas Hong Kong Branch (“BNP Paribas”), as lender, mandated lead arranger and book runner, entered into a K-Sure Overseas Investment Insurance (Investment Financing) Facility (the “BNP Paribas Facility”), in connection with SK’s acquisition of the RCPS. SK borrowed $95.0 million to finance the purchase of this stock. The loan is for a term of three years, is unsecured and bears interest at SOFR plus 0.65%, as customarily determined. The BNP Paribas Facility contains customary prepayment provisions, representations and warranties, conditions precedent (including regarding compliance with the insurance policy summarized below), events of default (including a cross-default provision) and remedies and other provisions. Under the BNP Paribas Facility, SK is required to pay the insurance premiums under the insurance policy described below. The BNP Paribas Facility is governed by English law.
Page 7
In connection with the entry into the BNP Paribas Facility, SK, BNP Paribas and the Korea Trade Insurance Corporation (“K-SURE”) entered into as of December 21, 2021 the Overseas Investment Insurance (Investment Financing) Policy that provides BNP Paribas, as the lender under the BNP Paribas Facility and as the beneficiary of the insurance policy, insurance if SK’s investment in the RCPS becomes impaired or there are payment problems with SK’s investment in the Issuer, such as due to expropriation, war and force majeure risks, among other things. The insurance policy is for approximately $97 million. The term of the insurance is from December 23, 2021 to December 23, 2024. Under the insurance policy, BNP Paribas pays insurance premiums, though SK is obligated to make these payments under the BNP Paribas Facility. The insurance policy contains conditions under which the beneficiary is covered, indemnification provisions, payment and reimbursement terms. The Insurance Policy is governed by Korean law.
In November 2021, SK and The Export-Import Bank of Korea (“KEXIM”) entered into a Loan (Credit) Transaction Agreement (the “Kexim Facility”) for long-term foreign currency loans for overseas investment. SK borrowed $95.0 million for the purpose of financing SK’s investment in the Issuer. The loan is for a term of three years and bears a variable interest rate at base rate plus 1.5% as customarily determined. The loan has a commitment fee rate of 0.5% per annum, and an early repayment fee rate of 1.5% of any early repayment amount. The Kexim Facility contains customary prepayment provisions, representations and warranties, conditions precedent, events of default and remedies and other provisions. The Kexim Facility is governed by Korean law.
The description of the documents contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreements, the full text of which is filed as an exhibit hereto.
| Item 7. | Material to Be Filed as Exhibits |
Page 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 4, 2022
| SK ecoplant Co., Ltd. |
| By: | /s/ Kyung-il Park | |
| Name: Kyung-il Park | ||
| Title: Chief Executive Officer |
Page 9
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
Set forth below is the name and present principal occupation or employment of each director and executive officer of SK ecoplant Co., Ltd. The business address of each of the directors and executive officers is 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, Korea. Each person listed below is a citizen of the Republic of Korea.
| Name | Present Principal Occupation | |
| Lee Seung Ho | Outside Director of SK ecoplant Co., Ltd. and Director of Daekyo, an educational institution located at 23 Boramae-ro 3-gil, Gwanak-gu, Seoul | |
| Kim Yoon Mo | Outside Director and Vice Chairman of Nautic Investment, an investment company located at 10 Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul | |
| Kim Jong Ho | Outside Director and Advisor of Shinhan Accounting Corporation, an accounting company located at 8 Uisadang-daero, Yeongdeungpo-gu, Seoul | |
| Park Sun Kyu | Outside Director and professor of Sungkyunkwan University, 25-2 Seonggyungwan-ro, Jongno-gu, Seoul | |
| Lee Sung Hyung | Non-standing Director and Chief Financial Officer of SK, Inc., located at 26, Jong-ro, Jongno-gu, Seoul | |
| Park Kyung Il | Director and Chief Executive Officer of SK ecop lant Co., Ltd. | |
| Pee Sung Hyun | Chief Financial Officer of SK ecoplant Co., Ltd. | |
| Yoon Jang Suk | Chief Safety Officer of SK ecoplant Co., Ltd. |
Page 10