RNS Number : 4307K
Hanatour Service Inc.
22 April 2020

Annual Report

Click on, or paste the following link into your web browser, to view the full announcement.

http://www.rns-pdf.londonstockexchange.com/rns/4307K_1-2020-4-22.pdf

I. OUTLINE OF THE COMPANY

1. Purpose of the Company

Purpose

Remark

1. General Travel Business(Travel Agency)

2. Ticketing and Sales of Airline and Boat

3. Souvenir Sales

4. Issuing of Selling Offers

5. Real Estate Dealing and Lease

6. Optional Communication Business

7. Computer Programming and Supply

8. Telemarketing Business

9. Printing and Publishing Business

10. Issuing of Periodicals

11. Operating School to Train Travel Experts

12. Transportation Business(Chartered Buses)

13. Internet Business

(Install and Provide Contents, Internet Marketing)

14. E-commerce and Information Processing

15. Advertisement (Internet and Outdoor Advertisement)

16. Information and communication Related Business

17. Web Hosting and Homepage Establishment

18. Warehousing

19. Tourists Hotel & Lodging business

20. Operation and management of Tourists Hotels & Lodging

and other incidental facilities

21. Tourists Hotels & Lodging Management Business

22. Investment, Development, Operation and Asset Management

of the Domestic and Overseas Real Estate

23. Real Estate Agent Business

24. Management of Intellectual Property Rights and License

Business (Brand, Trademark Rights)

25. Intangible Assets Sales and Service (Knowledge, Information)

26. Production and Distribution

(Movies, Broadcasting, Videos and Other Cultural Products)

27. Production and Distribution of Digital Contents

28. Operating Performance Facilities

29. Planning Performance

30. Character business

31. Exhibition and Event Agency

32. Internet Broadcasting

33. Tourism Development and Incidental Business

(Marketing Counsel, Planning and Consulting)

34. Education service

35. Operation of Lifelong E-learning Education Facilities

36. Gift Certificate Sales

37. Wedding Consulting

38. Amusement Park Operation

39. Comprehensive Leisure Facilities and Operation Management

40. Tourist Attraction Development Business

41. Comprehensive Recreation Business

42. International Conference Planning Business

43. Camping Car Business

44. Bonded Goods and Tourism Product Sales Business

45. Accommodation Business

46. Accommodation reservation Service

47. Web Portal and Internet Information Service

48. Franchise Business

49. Restaurant Business

50. Shopping Center Leasing and Sublease Business

51. Ticket sales related to Culture, Arts and Sports Events

52. Database Development and Sales Related to Culture, Arts and

Sports

53. Investment of Cultural Projects

(Performances and Film Production)

54. Organization of Events and Sponsors

55. Importation and Agency Business of Performance Publication

Rights

56. Brokerage Agency Business for Copyrights and Neighboring

Copyrights of Performance

57. Membership Sales and Brokerage Arrangements

58. Overseas Studies Agency Business

59. Lifelong Education Facilities Operating

60. Financial Loan and Other Financial Service Business

61. Electronic Financial Business

62. Planning and Promotion of Performance, Concert, Exhibition

63. Credit Card Business

64. Real Estate Development Business

65. Insurance Agent Business

66. All Other Incidental Businesses

2. Important Business

General Travel Business(Travel Agency)

3. History of the Company

A. Changes after the establishment

Date

Important Changes

Oct. 25, 1993

Established Kookjin Travel Co., Ltd. (Capital: 350 million won)

55-4 Seosomun-dong, Jung-gu, Seoul

Dec. 01, 1995

Set the company policy in 'comprehensive wholesales' and launched 'Hana Tour', independent package brand, and commenced the agency sales

Nov. 28, 2000

Listed on KOSDAQ (commenced trading)

Nov. 10, 2006

Listed on LSE(London Stock Exchange)

Nov. 01, 2011

Listed on KOSPI

Jan. 01, 2012

CEO changed - SangHwan Park and HuynSyuk Choi

Mar. 25, 2016

CEO changed - SangHwan Park and JinKook Kim

Mar. 26, 2020

CEO changed - JinKook Kim and MiSun Song

B. Change of trade name

Date

Changes

Mar. 6, 1996

Changed the name from Kookjin Travel Co., Ltd. to Hana Tour Co., Ltd.

** Purpose is to unify the brand name and company image

C. Change of location for head office

Date

Location

Oct. 25, 1993

55-4 Seosomun-dong, Jung-gu, Seoul

Mar. 22, 1996

10F Inju Building, Tour cost fees-1 Seorin-dong, Jongro-gu, Seoul

Oct. 01, 1997

11F Hanmi Building, 1 Gonpyeong-dong, Jongro-gu, Seoul

Jun. 15, 2005

1 Gongpyeong-dong, Jongro-gu, Seoul

Jul. 01. 2013

HanaTour Bldg. 41, Insadon 5-gil, Jongno-gu, Seoul

D. Merger, spin off (merger), comprehensive stock swap, transfer, important business assignment and others

On March 2, 2020, the Group issued 2,323,000 shares through capital increase with consideration in third party allocations, and it's the largest shareholder (with a 16.67% stake rate) was changed to Harmonia 1 limited company.

4. Domestic Place of Business

Classification

Location

Main
Business

Head Office

41, Insadong 5-gil, Jongno-gu, Seoul, Republic of Korea

General Travel Business

and

Ticketing

Central Office

39, Namdaemun-ro 9-gil, Jung-gu, Seoul, Republic of Korea

Sindorim Office

661, Gyeongin-ro, Guro-gu, Seoul, Republic of Korea

Seolleung Office

325, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea

Nowon Office

460, Nohae-ro, Nowon-gu, Seoul, Republic of Korea

Wangsimni Office

326, Wangsimni-ro, Seongdong-gu, Seoul, Republic of Korea

Gimpo International

Airport Office

70, Haneul-gil, Gangseo-gu, Seoul, Republic of Korea

Busan Sales Office

216, Jungang-daero, Dong-gu, Busan, Republic of Korea

Haeundae Office

60, Centum buk-daero, Haeundae-gu, Busan, Republic of Korea

Kimhae

Airport Office

108, Gonghangjinip-ro, Gangseo-gu, Busan, Republic of Korea

Busan Sales Office

(Beomil-dong)

14, Jobang-ro, Dong-gu, Busan, Republic of Korea

Deokcheon Office

12, Gichal-ro, Buk-gu, Busan, Republic of Korea

Incheon Sales Office

59, Bupyeong-daero, Bupyeong-gu, Incheon, Republic of Korea

Airport Office

(Terminal1)

271, Gonghang-ro, Jung-gu, Incheon, Republic of Korea

Airport Office

(Terminal2)

446, Je2terminal-daero, Jung-gu, Incheon, Republic of Korea

Airport Office

(VIP Sending)

47, Gonghang-ro 424beon-gil, Jung-gu, Incheon, Republic of

Korea

Airport Office

(Commodity Support)

124, Yeongjong-daero, Jung-gu, Incheon, Republic of Korea

Bupyeong Office

7, Sijang-ro 51beon-gil, Bupyeong-gu, Incheon, Republic of Korea

Daegu Sales Office

648, Gukchaebosang-ro, Jung-gu, Daegu, Republic of Korea

Daejeon Sales Office

69, Dunsanseo-ro, Seo-gu, Daejeon, Republic of Korea

Gwangju Sales Office

136, Geumnam-ro, Buk-gu, Gwangju, Republic of Korea

Ulsan Sales Office

105, Gangbuk-ro, Jung-gu, Ulsan, Republic of Korea

Hwajeong Office

16, Hwajung-ro 104beon-gil, Deogyang-gu, Goyang-si, Gyeonggi-do, Republic of

Korea

Beomgye Office

180, Simin-daero, Dongan-gu, Anyang-si, Gyeonggi-do, Republic of Korea

Suwon Office

299, Hyowon-ro, Paldal-gu, Suwon-si, Gyeonggi-do, Republic of Korea

Bundang Office

42, Hwangsaeul-ro 360beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do,

Republic of Korea

Gangneung Slaes Office

317, Gangneung-daero, Gangneung-si, Gangwon-do, Republic of Korea

Chuncheon Slaes Office

110, Jungang-ro, Chuncheon-si, Gangwon-do, Republic of Korea

Wonju Sales Office

65, Neungnadong-gil, Wonju-si, Gangwon-do, Republic of Korea

Cheongju Sales Office

27, Biha-ro, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, Republic of

Korea

Cheonan Sales Office

48, Buldang 14-ro, Seobuk-gu, Cheonan-si, Chungcheongnam-do, Republic of

Korea

Jeonju Sales Office

269, Paldal-ro, Wansan-gu, Jeonju-si, Jeollabuk-do, Republic of Korea

Suncheon

Sales Office

34, Jangseonbaegi-gil, Suncheon-si, Jeollanam-do, Republic of Korea

Mokpo

Sales Office

282, Hugwang-daero, Samhyang-eup, Muan-gun, Jeollanam-do, Republic of

Korea

Pohang

Sales Office

3, Daei-ro 46beon-gil, Nam-gu, Pohang-si, Gyeongsangbuk-do, Republic of

Korea

Changwon

Sales Office

754, Changwon-daero, Seongsan-gu, Changwon-si, Gyeongsangnam-do,

Republic of Korea

Jinju Sales Office

12, Dongbu-ro 169beon-gil, Jinju-si, Gyeongsangnam-do, Republic of Korea

5. Status of Employees (As of December 31, 2019)

(Unit: person)

Classification

Office & Operation

Men

1,117

Women

1,383

Total

2,500

6. Organization

II. INFORMATION ON SHARES

1. Total Number of Stocks, Etc.

A. Total number of stocks(As of December 31, 2019)

(Unit: share)

Classification

Types of stocks

Remark

Common stock

Total

I. Total number of stocks to be issued

20,000,000

20,000,000

-

II. Total number of stocks issued to this point

11,616,185

11,616,185

-

III. Total number of stocks reduced to this point

-

-

-

1. Reduction of capital

-

-

-

2. Retirement of shares

-

-

-

3. Repayment of redeemed stocks

-

-

-

4. Others

-

-

-

IV. Total number of stocks issued (II-III)

11,616,185

11,616,185

-

V. Treasury stocks

549,253

549,253

-

VI. Outstanding stocks (IV-V)

11,066,932

11,066,932

-

B. Change of capital

(1) Status of capital increase

������� (Unit: share, won)

Date of stock issuance

Type of issuance

Contents of issued stocks

Types

Quantity

Par value

Issuance amount per stock

Remark

Oct. 25, 1993

-

Common stock

35,000

10,000

10,000

Capital for incorporation

Jun. 12, 1996

Capital increase with consideration (shareholder allotment)

Common stock

21.500

10,000

10,000

-

Jul. 25, 1997

Capital increase with consideration (shareholder allotment)

Common stock

35,840

10,000

10,000

-

Oct.01, 1997

-

Common stock

184,680

5,000

-

1 to 2 shares

Dec. 02, 1999

Capital increase with consideration (shareholder allotment)

Common stock

115,320

5,000

5,000

-

Dec. 23, 1999

Capital increase with consideration (shareholder allotment)

Common stock

60,000

5,000

10,000

-

May, 05, 2000

Stock Split

Common stock

3,600,000

500

-

1 to 10 shares

Nov. 16, 2000

Capital increase with consideration (shareholder allotment)

Common stock

900,000

500

2,850

-

Aug. 26, 2003

Capital increase without consideration

Common stock

3,764,034

500

-

-

Oct. 27,2004

Capital increase with consideration (shareholder allotment)

Common stock

76,322

500

11,850

-

Oct. 27,2004

Bonus Issue

Common stock

1,977,029

500

-

-

Nov. 11, 2006

Capital increase

Common stock

1,161,000

500

55,711

DR

(2) Status of capital decrease

(Unit: share, won)� � � � �

Date of capital reduction

Type

Purpose

Contents of reduced stocks

Types

Quantity

Face value per stock

Amount of acquisition per stock

(for capital decrease for consideration)

Remark

-

-

-

-

-

-

-

-

C. Contents of scheduled change for capital

On March 2, 2020, the Group issued 2,323,000 shares through capital increase with consideration in third

party allocations, and it's the largest shareholder (with a 16.67% stake rate) was changed to Harmonia 1 limited

company.

2. Matters on Dividends

A. Matters on dividend for three recent fiscal year

Classification

27th Term

26th Term

Face value per stock (won)

500

500

(Consolidated) Current net income (million won)

(11,952)

10,587

(Separated) Current net income (million won)

(34,655)

13,396

(Consolidated) Net income per share (won)

(752)

791

Total amount of cash dividend (million won)

11,067

14,387

Total amount of stock dividend (million won)

-

-

Dividend payout ratio (%)

-

107.4

Yield rate of cash dividend (%)

Common stock

2.0

1.9

Preferred stock

-

-

Yield rate of stock dividend (%)

Common stock

-

-

Preferred stock

-

-

Cash dividend per share (won)

Common stock

1,000

1,300

Preferred stock

-

-

Stock dividend per share

Common stock

-

-

Preferred stock

-

-

III. CONTENTS OF THE BUSINESS

1. Summary of the Business

Until 2018, Korea's outbound volume recorded a CAGR of 14.8%, showing high growth rate over the years. This was a growth rate alongside with the growth that was suggested by UNWTO and the reason for this was economic, technical growth and due to the ease of visa regulations between the countries.

However, 2019 Korea's outbound market was affected by Japan as it was the leading destination for Korean travelers for the past 4 years.� In the beginning of the year, there was a spread of Japanese Flu, Korea-China government agreement to increase the number of flights between the two countries which didn't happen, and in the second half there was a boycott of Japanese products including traveling to Japan due to the political tension between the two governments which had greater impacts to the outbound market.

As the result of these factors, Korea's outbound volume decreased 13.8% YOY, Hanatour's PKG volume was 2.9 million showing approximately 21.5% decrease over 2018 records, and Air Ticket volume was 2.2 million showing a slight increase of 2.8% YOY. All in all, Hanatour's blended YOY volume growth in 2019 was -12.5% with approximately 5.1 million customers.

Regional volume split was as follows: Southeast Asia 41.3%, Japan 38.8%, China 12.7%, Europe 8.3%, South Pacific 4.7% and Americas 2.5%. Each destinations' revenue contribution was Southeast Asia 40.2%, Europe 20.7%, China 13.2%, Japan 11.6%, South Pacific 7.1% and Americas 5.8%. The above Regional mix most likely represents the Korean outbound travel preference which prefer short haul destinations with Japan, Southeast Asia and China taking majority of overall package volume.

2. Market Share Rate

The market share rate of the travel business is classified based on the calculation in which the "Total Departures from HANATOUR" is divided by the "Total Departures of Korea." (Crews are excluded from the total departing persons)

The "Total Departure of Korea" is announce by Korea Tourism Organization (KNTO) and the "Total Departures from HANATOUR" is the figure which we report to Korean Association of Travel Agents (KATA).

<Market share rate based on the number of people>

Year

2019

2018

2017

Total

Departures

from

HANATOUR

Total

Departures

of Korea

Total

Departures

from

HANATOUR

Total

Departures

of Korea

Total

Departures

from

HANATOUR

Total

Departures

of Korea

5,143,867

26,920,415

5,878,013

26,928,389

5,634,020

24,837,011

Share rate

19.11%

21.83%

22.68%

3. Characteristics of the market

There are three special characteristics that make travel industry distinctive.

First, Travel business has seasonality. The pricing and marketing strategies change in accordance to seasons. However, due to 5-work-day policy and more maturing society and corporate cultures, the gap between the demands of seasons are shrinking which demanding changes to the products and strategies of travel agents.

Second, travel industry has time limits and has no inventory. This is in-line with air transportation, and hotel business. Products have to be sold on each day or the inventories will disappear automatically. Therefore it is very important to have marketing strategy and diversified portfolio of products in order to get rid of all the inventories that the company possesses.

Third, travel industry is easy to copy. Therefore, the company needs to find new elements that would differentiate the company among competitors.

Last, travel industry is volatile. Compared to other industries it is affected by political, diplomatic, various social issues, economic issue, diseases and other aspects as well.

4. New Business Development

�� Not Applicable.

?. Status of the Parent Company and Affiliated Companies

1. Status of the parent company

�� Not applicable.

2. Status of affiliated companies

(Unit: Share, %)

Name of the Company

Business Contents

No. of Shares

Ownership Ratio (%)

Hanatour Business Service Inc.

Travel Business

400,000

100.00

Hanatour Jeju Service Inc.

Travel Business

618,830

77.35

Hanatour ITC Service Inc.

Travel Business

24,400,000

100.00

Tour Marketing Korea Service Inc.

Travel Business

140,000

70.00

Web Tour Service Inc.

Travel Business

8,777,380

76.99

Hana T&Media Inc.

Publishing

510,000

51.00

Korea Travel Service Inc.

Travel Business

600,000

60.00

WorldisTour Co., Ltd.

Travel Business

8,000,001

50.00

H&T Marketing Inc.

Advertising

240,000

80.00

Hana Shop Co., Ltd.

Retail Business

360,000

90.00

Tourtips Inc.

Information Provision

10,000,000

100.00

Mark Hotel Co., Ltd.

Hotel Business

40,000,000

100.00

Hana Finance Service Inc.

Finance Service

9,800,000

100.00

SM duty free Co., Ltd.

Duty Free Business

12,325,387

90.13

JR Invest Company Inc.

Real Estate Business

1,000,000

100.0

Hanatour USA Inc.

Travel Business

500,000

100.00

Hanatour Europe Ltd.

Travel Business

4,200

70.00

Hanatour PTE LTD.

Travel Business

2,142,000

100.00

Hanatour Japan Co., Ltd.

Travel Business

5,619,700

51.09

Hanatour CHINA

Travel Business

-

100.00

Hanatour PTY. Ltd.

Travel Business

600,000

100.00

Hanatour HongKong Co., Ltd.

Travel Business

5,000,000

100.00

Hanatour Taiwan Service Inc.

Travel Business

-

100.00

Beijing Hana Information Technology Co., Ltd.

Software Technical Development

-

100.00

Hanatour Service (M) Sdn.Bhd.

Travel Business

1,500,000

100.00

HANATOUR EU GMBH

Travel Business

-

100.00

CAMLAO HANATOUR CO., LTD.

Travel Business

300,000

100.00

HANATOUR VIETNAM COMPANY LIMITED

Travel Business

-

85.00

HANATOUR PHILIPPINES CORP.

Travel Business

827,980

96.28

HNT ITALIA-SOCIETA' A

RESPONSAVILITA' LIMITATA

Travel Business

-

-

3. Concurrent status of the executive management

Executive management

Concurrent Company

Name

Position

Company Name

Position

Assigned Task

SangHwan Park

Chairman, Chief Executive Officer and Director

HANATOUR PTE LTD.

Chief Executive Officer and Director

General Management

Hotel&Air

Co., Ltd.

Director

General Management

HeeSeok Kweon

Vice Chairman, Director

Hanatour ITC Service Inc.

Chief Executive Officer and Director

General Management

Hotel&Air

Co., Ltd.

Director

General Management

JinKook Kim

Chief Executive Officer and Director

Web Tour Service Inc.

Non-executive Director

General Management

Hanatour China

Director

General Management

Hotel&Air

Co., Ltd.

Director

General Management

?.SUMMARY OF FINANCIAL DATA

* We've applied K-IFRS 1115 form 2018 and rewrote 2017 and 2016 Financial Results using K-IFRS 1115

1. Financial results

(In thousand won, except per share amounts)

Classification

27th Term

26th Term

25th Term

Sales

462,940,363

542,073,146

535,154,599

Operating Expenses

457,256,969

515,443,456

488,051,660

Operating Income

5,683,395

26,629,690

47,102,938

Profit Before Tax

(31,876,068)

21,249,687

45,236,097

Income Tax Expense

2,779,238

7,853,355

18,984,305

Net Income

(34,655,306)

13,396,332

26,251,793

Net Income per Share(Won)

(3,131)

1,210

2,372

2. Financial position

(In thousand won)

Classification

27th Term

25th Term

24rd Term

Current Assets

163,151,889

265,598,584

297,911,223

Non-Current Assets

295,927,124

207,107,324

183,373,200

Total Assets

459,079,014

472,705,908

481,284,424

Current Liabilities

226,927,968

287,134,993

292,020,444

Long-term Liabilities

98,159,130

3,643,375

4,132,373

Total Liabilities

325,087,098

290,778,368

296,152,817

Capital Stock

5,808,093

5,808,093

5,808,093

Other Paid-in Capital

58,700,030

58,700,030

58,700,030

Elements of Other Shareholder's Equity

(9,097)

(9,097)

(815,269)

Retained Earnings

69,492,890

117,428,515

121,438,753

Total Shareholder's Equity

133,991,916

181,927,541

185,131,606

Total Liabilities

and Shareholder's Equity

459,079,014

472,705,908

481,284,424

?. RISK FACTORS

Refer to III - 1. Summary of the Business

?. MANAGEMENT

Full-time

/ Part-time

Name

Position

Assigned Task

Full-time

SangHwan Park

Chairman,

Chief Executive Officer and Director

General Management

Full-time

HeeSeok Kweon

Senior Vice Chairman, Director

General Management

Full-time

JinKook Kim

Chief Executive Officer and Director

General Management

Part-time

JeongWoo Byun

Auditor, Outside Director

Outside Director

Part-time

JangSuk Han

Auditor, Outside Director

Outside Director

Part-time

GunHo Cho

Auditor, Outside Director

Outside Director

?. LIST OF MAJOR SHAREHOLDERS

Shareholder

Number of shares

Percentage

Sanghwan Park

and 30 people with a special relationship

1,720,112

14.80%

HANATOUR INC.

549,253

4.73%

?. CURRENT STATUS OF INVESTMENTS

1. Domestic

Name of the Company

Ownership Company

Ownership Ratio (%)

No. of Shares

Hanatour Business Service Inc.

HANATOUR Service Inc.

100.00

400,000

Hana Tourist Inc.

HANATOUR Service Inc.

30.23

906,981

Hanatour Jeju Service Inc.

HANATOUR Service Inc.

77.35

618,830

Hanatour ITC Service Inc.

HANATOUR Service Inc.

100.00

24,400,000

Tour Marketing Korea Service Inc.

HANATOUR Service Inc.

70.00

140,000

OK Tour Service Inc.

HANATOUR Service Inc.

48.92

9,784

Web Tour Service Inc.

HANATOUR Service Inc.

76.99

8,777,380

Hana T&Media Inc.

HANATOUR Service Inc.

51.00

510,000

Korea Travel Service Inc.

HANATOUR Service Inc.

60.00

600,000

WorldisTour Co., Ltd.

HANATOUR Service Inc.

50.00

8,000,001

H&T Marketing Inc.

HANATOUR Service Inc.

80.00

240,000

Hana Shop Co., Ltd.

HANATOUR Service Inc.

90.00

360,000

Nextour Co., Ltd.

WEBTOUR Co., Ltd.

100.00

40,000

Hotel&Air Co., Ltd.

HANATOUR Service Inc.

50.00

1,000,000

Hotelnfly, INC

HANATOUR Service Inc.

19.90

398,000

Tourtips Inc.

HANATOUR Service Inc.

100.00

10,000,000

Center Mark Hotel Inc.

HANATOUR ITC INC.

50.00

1,000,000

JR Invest Company Inc.

HANATOUR Service Inc.

100.00

1,000,000

Mark Hotel Co., Ltd.

HANATOUR Service Inc.

100.00

40,000,000

Hana Finance Service Inc.

HANATOUR Service Inc.

100.00

9,800,000

SM duty free Co., Ltd.

HANATOUR Service Inc.

90.13

12,325,387

Triple Corp.

TOURTIPS INC.

3.84

6,000

Mohajiplatform

TOURTIPS INC.

100.00

100,000

Hanatong Co., Ltd.

HANATOUR Service Inc.

50.00

-

CELINO INC

HANATOUR Service Inc.

50.00

300,000

K Culture Industry Co., Ltd.

HANATOUR Service Inc.

40.00

-

YDH LTD

HANATOUR Service Inc.

20.00

-

2. Overseas

Name of the Company

Ownership Company

Region

Ownership Ratio (%)

No. of Shares

Hanatour USA Inc.

HANATOUR Service Inc.

LA

100.00

500,000

Hanatour Europe Ltd.

HANATOUR Service Inc.

London

70.00

4,200

Hanatour PTE LTD.

HANATOUR Service Inc.

Singapore

100.00

2,142,000

Hanatour Japan Co., Ltd.

HANATOUR Service Inc.

Japan

51.09

5,619,700

U.I Sightseeing Bus LLC

HANATOUR JAPAN CO., LTD

Japan

100.00

1,900

Hanatour CHINA

HANATOUR Service Inc.

China

100.00

-

Hanatour PTY. Ltd.

HANATOUR Service Inc.

Australia

100.00

600,000

Hanatour HongKong Co., Ltd.

HANATOUR Service Inc.

Hong Kong

100.00

5,000,000

Hanatour Taiwan Service Inc.

HANATOUR Service Inc.

Taiwan

100.00

-

Hanatour Europe s.r.l

HANATOUR Service Inc.

Italy

50.00

5,250

Allegrox TM Hotel

HANATOUR JAPAN CO., LTD

Japan

100.00

396

Star Shop&Line

HANATOUR JAPAN CO., LTD

Japan

100.00

1,800

Beijing Hana Information Technology Co., Ltd.

HANATOUR Service Inc.

China

100.00

-

Hanatour Service (M) Sdn.Bhd.

HANATOUR Service Inc.

Malaysia

100.00

1,500,000

Hanatour Janpan System Vietnam

HANATOUR JAPN CO., LTD

Vietnam

100.00

-

Beijing Yitu International Travel Service Co., Ltd

HANATOUR Service Inc.

China

20.00

-

HANATOUR EU GMBH

HANATOUR Service Inc.

Germany

100.00

-

CAMLAO HANATOUR CO., LTD.

HANATOUR Service Inc.

Cambodia

100.00

300,000

HANATOUR VIETNAM COMPANY LIMITED

HANATOUR Service Inc.

Vietnam

85.00

-

HANATOUR PHILIPPINES CORP.

HANATOUR Service Inc.

Philippines

96.28

827,980

VISION TOUR, INC.

Hanatour USA Inc.

LA

100.00

300,000

HANA (ZHANGJIAJIE) TOUR CO., LTD

HANATOUR CHINA

Zhangjiajie

54.00

-

HANA (SHANGHAI) TOUR CO., LTD

HANATOUR CHINA

Shanghai

65.00

-

TMARK HOTEL VATICANO S.R.L

HANATOUR EUROPE LTD

Roma

51.00

25,500

HANA (QINGDAO) TOUR CO., LTD

HANA TOUR CHINA

Qingdao

65.00

-

HANA (XIAN) TOUR CO., LTD

HANA TOUR CHINA

Xian

65.00

-

HANA (GUILIN) TOUR CO., LTD

HANA TOUR CHINA

Guilin

65.00

-

HANA Zhuhai Marketing & Network Co., Ltd

HANATOUR HONGKON CO., LTD.

Zhuhai

100.00

-

HNT ITALIA - SOCIETA' A

RESPONSABILITA' LIMITATA

HANATOUR Service Inc.

Roma

51.00

-

?. MAJOR CREDITORS

Not applicable.

XI. IMPORTANT EVENTS AFTER THE SETTLEMENT OF

ACCOUNTS PERIOD

(1)� Hanatour ITC Service Inc. which is one of subsidiaries of the Group with a 100% stakes made 7,000,000

�common shares reduction of capital stock with consideration on January 29, 2020

(2)� On March 2, 2020, the Group issued 2,323,000 shares through capital increase with consideration in third

party allocations, and it's the largest shareholder (with a 16.67% stake rate) was changed to Harmonia 1 limited company.

(3)� After the end of the reporting period, the Group has faced uncertainty of economic activities and economic

deterioration due to concerns over the long-term and spread of Corona19(COVID-19).� For the field of travels and travel-related businesses, Corona19's spread has resulted in a number of cancellations and decreases in new travel reservations, and increased uncertainty about future revenue and future cash flow.� However, because the ultimate effect of the situation from this uncertainty on the Group's financial position is now unpredictable, the Group's current consolidated financial statement does not reflect this effect.

XII. OTHER IMPORTANT FACTS ABOUT THE BUSINESS

None.

Independent Auditors' Report

Based on a report originally issued in Korean

The Board of Directors and Shareholders�

Hanatour Service Inc.:

Opinion

We have audited the consolidated financial statements of Hanatour Service Inc. and its subsidiaries (the "Group"), which comprise the consolidated statements of financial position as of December 31, 2019 and 2018, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with Korean International Financial Reporting Standards ("K-IFRS").

Basis for Opinion

We conducted our audits in accordance with Korean Standards on Auditing (KSAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Republic of Korea, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with K-IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with KSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with KSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

� Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

� Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

� Evaluate the appropriateness of accounting policies used in the preparation of the consolidated financial statements and the reasonableness of accounting estimates and related disclosures made by management.

� Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

� Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

� Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Hyun-Jin Chung.

KPMG Samjong Accounting Corp.

Seoul, Korea

March 18, 2020

This report is effective as of March 18, 2020, the audit report date.� Certain subsequent events or circumstances, which may occur between the audit report date and the time of reading this report, could have a material impact on the accompanying consolidated financial statements and notes thereto.� Accordingly, the readers of the audit report should understand that the above audit report has not been updated to reflect the impact of such subsequent events or circumstances, if any.

HANATOUR SERVICE INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2019 and 2018

(In thousands of won)

2019

2018

Assets

Cash and cash equivalents

W

110,846,773

157,699,693

Short-term financial instruments

105,607,931

127,966,881

Trade receivables

88,143,088

97,039,691

Other receivables

9,503,873

7,123,172

Finance lease receivables

1,911,235

44,282

Inventories

33,843,943

53,074,880

Advance payments

31,064,346

32,262,902

Other current assets

10,599,262

10,598,185

Other financial assets

8,877,273

-

Current tax assets

517,328

686,690

Assets held for sale

5,134,924

5,229,149

Current financial assets at FVTPL

2,181,987

5,985,926

Total current assets

408,231,963

497,711,451

Non-current financial assets at FVTPL

4,256,975

6,451,694

Financial assets at FVOCI

1,317,191

918,120

Investments in associates and joint ventures

6,168,614

10,106,990

Long-term finance lease receivables

1,926,002

118,168

Long-term other receivables

3,094,053

-

Investment property, net

25,708,777

22,095,166

Property and equipment, net

146,338,304

109,529,904

Right-of-use assets

323,826,602

-

Intangible assets

40,533,487

22,086,411

Long-term advance payments

4,000,000

94,000

Other financial assets

31,242,031

36,953,155

Deferred tax assets

10,769,354

7,756,731

Other non-current assets

142,505

2,299,961

Total non-current assets

599,323,895

218,410,300

1,007,555,858

716,121,751

Total assets

W

HANATOUR SERVICE INC. AND SUBSIDIARIES

Consolidated Statements of Financial Position, Continued

As of December 31, 2019 and 2018

(In thousands of won)

2019

2018

Liabilities

Trade payables

W

66,698,743

99,718,809

Other payables

40,764,796

52,496,300

Income tax payables

3,784,025

3,596,862

Deposits received for travel

104,370,542

133,950,763

Advances received

22,300,072

26,046,337

Short-term borrowings

90,837,505

69,617,239

Current portion of long-term borrowings

3,389,707

2,295,649

Finance lease liabilities

47,131,157

2,768,848

Provisions

490,586

404,754

Other financial liabilities

3,774,508

3,726,934

Other current liabilities

23,960,522

18,953,087

Liabilities held for sale

-

14,246

Total current liabilities

407,502,163

413,589,828

Long-term other payables

8,287,017

11,054,850

Long-term borrowings

88,668,268

10,381,719

Debentures

1,363,052

2,286,089

Long-term provisions

1,856,401

1,687,053

Long-term finance lease liabilities

279,690,103

35,071,512

Provision for long-term employee benefits

1,945,053

1,783,010

Other financial liabilities

202,000

62,453

Other non-current liabilities

162,353

325,031

Total non-current liabilities

382,174,247

62,651,717

Total liabilities

789,676,410

476,241,545

Equity

Capital stock

5,808,093

5,808,093

Other contributed capital

77,487,067

77,349,083

Components of other capital

538,389

(1,532,526)

Retained earnings

96,937,522

118,245,244

Equity attributable to the owners of

the Parent Company

180,771,071

199,869,894

Non-controlling interests

37,108,378

40,010,312

Total equity

217,879,449

239,880,206

Total liabilities and equity

W

1,007,555,858

716,121,751

HANATOUR SERVICE INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

(In thousands of won, except earnings per share data)

2019

2018

Operating revenue

W

763,194,958

828,273,952

Operating expense

757,258,615

803,404,831

Bad debt expense

5,625,054

3,448,001

Other operating expense

751,633,561

799,956,830

Operating income

5,936,343

24,869,121

Interest income by effective interest method

3,092,399

3,646,527

Other financial income

888,325

164,869

Financial expense

10,807,760

1,468,200

Loss from investment in associates and joint ventures

(2,795,157)

(480,313)

Other income

16,195,176

10,055,784

Other expense

18,187,807

14,451,075

Income before income taxes

(5,678,480)

22,336,713

Income taxes

6,273,372

11,749,916

Net income (loss)

W

(11,951,852)

10,586,797

Other comprehensive income after tax expense

Items that will never be reclassified to profit of loss:

Loss on valuation financial assets at FVOCI

(426,975)

(198,442)

Items that are or may be reclassified subsequently

to profit of loss:��

Changes in valuation of equity-accounted investees, net

12,937

(38,447)

Gain (loss) on foreign operations translation, net

3,649,364

4,002,589

Total items that are or may be reclassified

subsequently to profit of loss

3,235,326

3,765,700

Total comprehensive income

W

(8,716,526)

14,352,497

Net income attributable to:

Owners of the Parent Company

(8,027,403)

8,749,373

Non-controlling interests

(3,924,448)

1,837,424

W

(11,951,851)

10,586,797

Comprehensive income attributable to:

Owners of the Parent Company

(5,956,488)

10,778,868

Non-controlling interests

(2,760,037)

3,573,629

W

(8,716,525)

14,352,497

Earnings per share

Basic earnings per share (in won)

(725)

791

Diluted earnings per share (in won)

W

(725)

791

HANATOUR SERVICE INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(In thousands of won)

Capital Stock

Other contributed capital

Components of other capital

Retained earnings

Non-controlling interests

Total shareholders' equity

January 1, 2018

W

5,808,093

80,560,685

(4,368,194)

126,902,441

36,823,386

245,726,411

Adjustment on initial application

-

-

806,173

(806,173)

-

-

Adjusted balance at January 1, 2018

5,808,093

?

80,560,685

?

(3,562,021)

?

126,096,268

?

36,823,386

?

245,726,411

Dividends

-

-

-

(8,853,545)

-���

(8,853,545)

Interim dividends

-

-

-

(7,746,852)

-����

(7,746,852)

Dividends of subsidiaries

-

-

-

-

(1,564,570)

(1,564,570)

Discount on stock issuance

-

-

-

-���

(48,425)

(48,425)

Stock compensation expense

-

12,322

-

-���

11,558

23,880

Net income

-

?

-���

?

-

?

8,749,373

?

1,837,424

?

10,586,797

Gain on foreign operations

translation

-

-

2,221,597

-

1,780,992

4,002,589

Changes in valuation of

equity accounted investees

-

-

(38,447)

-

-

(38,447)

oss on valuation financial

assets at FVOCI

-

-

(153,655)

-

(44,787)

(198,442)

Acquisition of treasury stock

-

(783,223)

-

-

(1,285,957)

(2,069,180)

Paid-in capital increase of

subsidiaries

-

(2,331,223)

-

-

2,391,213

59,990

Others

-

(109,478)

-

-

109,478

-

December 31, 2018

W

5,808,093

77,349,083

(1,532,526)

118,245,244

40,010,312

239,880,206

January 1, 2019

W

5,808,093

77,349,083

(1,532,526)

118,245,244

40,010,312

239,880,206

Dividends

-���

-���

-

(6,640,159)

-���

(6,640,159)

Interim dividends

-���

-���

-

(6,640,159)

-���

(6,640,159)

Dividends of subsidiaries

-���

-

-

-���

(1,507,428)

(1,507,428)

Stock compensation expense

-��

155,749

-

-���

146,064

301,813

Net income

-���

?

-���

?

-

?

(8,027,404)

?

(3,924,448)

?

(11,951,852)

Gain on foreign operations

translation

-���

-���

2,225,621

-���

1,423,743

3,649,364

Changes in valuation of

equity accounted investees

-���

-���

12,937

-���

-���

12,937

Loss on valuation financial

assets at FVOCI

-���

-

(167,643)

-

(259,332)

(426,975)

Acquisition of treasury stock

-���

(416)

-

-

(534)

(950)

Paid-in capital increase of

Subsidiaries

-���

(17,349)

-

-���

17,349

-

Changes in scope of consolidation�

-���

-������ ���

-

-���

1,202,651

1,202,651���

December 31, 2019

W

5,808,093

77,487,067

538,389

96,937,522

37,108,377

217,879,448

HANATOUR SERVICE INC. AND SUBSIDIARIES ������������������������������������������

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(In thousands of won)

2019

2018

Cash flows from operating activities

Net income

W

(11,951,852)

10,586,797

Additions of expenses not involving cash outflows and others

125,395,547

57,970,118

Deduction of incomes not involving cash inflows and others

(9,150,771)

(5,503,101)

Movements in operating assets and liabilities:

Increase (decrease) in trade receivables

7,011,917

(3,405,726)

Decrease (increase) in other receivables

667,325

(1,056,388)

Decrease in inventories

17,324,541

4,707,602

Increase in advance payments

(2,650,065)

(7,054,711)

Decrease (increase) in long-term advance payments

(9,472,559)

1,906,000

Increase in other current assets

(438,816)

(2,686,544)

Increase in other non-current assets

(508,765)

(8,020)

Decrease in trade payables

(32,701,319)

(4,121,028)

Decrease in other payables

(3,324,301)

(1,196,702)

Increase (decrease) in deposits received for travel

(29,632,734)

6,840,330

Increase (decrease) in advances received

(3,720,082)

2,094,463

Increase (decrease) in other financial liabilities

4,289,423

(144,272)

Decrease in other current liabilities

(7,376,238)

(9,040,406)

Decrease in provisions

(1,439,177)

(1,476,967)

Increase in long-term other payables

2,711,288

556,418

Decrease in other long-term employee benefit

(155,500)

(110,000)

44,877,862

48,857,863

Interest expense paid

(10,926,055)

(1,249,047)

Interest income received

3,107,324

3,417,042

Dividend income received

512,010

119,158

Income taxes paid

(8,929,854)

(30,929,031)

Net cash provided by operating activities

W

28,641,287

20,215,985

HANATOUR SERVICE INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2019 and 2018

(In thousands of won)

2019

2018

Cash flows from investing activities

������������������ Cash inflows from investing activities:

Decrease in short-term financial instruments

W

269,317,824

88,807,714

Decrease in other receivables

466,260

61,067

Disposal of financial assets at FVTPL

10,052,783

9,426,373

Disposal of investment in associates and joint venture

537,160

1,313,240

Capital reduction of associates and joint venture

5,201,270

-���

Disposal of property and equipment

18,146,478

803,047���

Disposal of intangible assets

5,489

22,871

Dispoal of intangible assets being acquired

2,773

-

Decrease in finance lease receivables

2,213,198

686,050

Decrease in other financial assets

3,566,715

2,209,249

����������������������������� Cash outflows for investing activities:

Increase in short-term financial instruments

248,239,459

195,048,977

Increase in other receivables

6,306

449,276

Acquisition of financial assets at FVTPL

7,488,200

10,684,600

Acquisition of financial assets at FVOCI

804,240

598,155

Acquisition of investment in associates and joint venture

5,064,000

69,766

Acquisition of property and equipment

110,882,808

12,882,813

Acquisition of Investment property

6,924,548

222,081

Acquisition of intangible assets

28,512,859

6,602,327

Acquisition of investment subsidiaries

-

50,000

Acquisition of prepaid lease assets.

3,498,000

-

Increase in other financial assets

10,818,123

7,711,283

Net cash provided by (used in) investing activities

W

(112,728,593)

(130,989,667)

HANATOUR SERVICE INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2019 and 2018

(In thousands of won)

2019

2018

������������������ Cash flows from financing activities

Cash inflows from financing activities:

Proceeds from short-term borrowings

W

216,929,251

82,541,533

Proceeds from long-term borrowings

80,576,671

6,672,390

Proceeds from debentures

-���

944,170

Paid-in capital increase of subsidiaries

1,202,651

59,990

Cash outflows for financing activities:

Repayment of short-term borrowings

199,112,653

24,735,331

Repayment of current portion of long-term borrowings

2,677,044

6,537,275

Repayment of long-term borrowings

-���

192,719

Repayment of finance lease liabilities

53,541,985

1,660,047

Acquisition of treasury stocks

950

2,034,645

Payment of stock issuance expense

-���

48,425

Payment of dividends

14,787,746

18,151,302

Net cash provided by (used in) financing activities

28,588,195

36,858,339

Reclassification to assets and liabilities held for sale

7,125,967

255,165

Net increase in cash and cash equivalents

(48,373,143)

(73,660,178)

Cash and cash equivalents at beginning of year

157,699,693

228,389,932

Effect of exchange rate change

1,520,222

2,969,939

Cash and cash equivalents at end of year

W

110,846,773

157,699,693

��


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