Enchem CI

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As the secondary battery materials company Enchem(348370) is pushing to sell its convertible bonds (CBs), it decided to receive unlisted company shares instead of cash as payment. After the CB sale was delayed for nearly six months since last year, it ultimately chose, reluctantly, to accept another company's shares.

According to the Financial Supervisory Service's electronic disclosure system on the 28th, Enchem on the 24th completed the sale of its 11th and 13th CBs and, as payment, acquired 97,767 shares of the unlisted company Wisdom. Based on the conversion price, the value is about 7.8 billion won. Enchem and Wisdom are entirely separate companies with no equity relationship.

The CBs Enchem sold this time were issued in 2023. The 11th CB was issued in aggregates of 31.5 billion won, and the 13th CB totaled 50 billion won. At the time, Truston Asset Management, Tcha Partners Asset Management, and Astra Asset Management, among others, acquired them.

Afterward, Enchem exercised the call options on the CBs and bought back the notes. It began purchasing in earnest starting in 2024, when calls became exercisable. Most of the issuance at the time has now either been converted into common stock or acquired by Enchem.

After repurchasing the CBs, Enchem planned to sell part of the notes to the fund "Golden Value No. 5 New Technology Association" of GMI Venture (formerly Plutus Investment). However, the cash Enchem secured through this CB sale amounts to only about 400 million won out of the 7.8 billion won sale price. That was received late last year as a down payment. Most of the balance was received not in cash but in shares of the unlisted Wisdom. The Wisdom shares GMI Venture paid to Enchem total 97,767 shares, with the equity value set at 76,172 won per share. The remaining amount below a single share, 86,898 won, was paid in cash.

The problem is that Enchem's finances are not strong enough to accept unlisted shares instead of cash for the CB sale proceeds. As of the end of the first quarter this year, Enchem's cash and cash equivalents were only about 7.3 billion won. Given that its first-quarter operating loss reached 24.2 billion won, it urgently needs to secure cash-like assets.

The burden on short-term liquidity is also growing. Enchem's current liabilities (debts due within one year) exceed its current assets (assets that can be liquidated within one year), leaving its current ratio at 61.9%. The current ratio is current assets as a percentage of current liabilities; the lower it is below 100%, the greater the liquidity pressure. Last year's audit report even raised concerns about uncertainty over its ability to continue as a going concern due to the low current ratio.

With Enchem in need of an immediate cash infusion, the fact that it accepted unlisted shares as consideration for the CBs has drawn skepticism in the industry. As the payment method for the CB sale changed, Enchem also revised the purpose of the sale from "securing operating funds" to "asset portfolio adjustment and strategic alliance," but considering that Wisdom's main business is operating commuter buses for corporations, the potential synergies do not look significant. This has raised questions about whether calculations other than financial structure improvement are at play.

Some in the industry also interpret Enchem's transfer of the CBs to a third party—even if only for unlisted shares—as part of efforts by former largest shareholder CEO Oh Jeong-gang to secure friendly shareholders.

Early this year, as the release of Enchem's audit report was delayed and the stock price fell, 9.01% of CEO Oh's equity was subject to a forced sale. Due to the margin call, the position of Enchem's largest shareholder shifted to Oh's private company, Wyatt Group. The combined equity stake of CEO Oh and Wyatt Group is only 9.39%, fueling concerns about weakened control.

Meanwhile, attention is also turning to Wisdom's past record, the company whose shares Enchem received this time. Wisdom's name surfaced in the "Lime fund scandal" that broke in 2019. After DA Technology, a key link in the Lime scandal, acquired Wisdom, signs emerged that the proceeds from Wisdom's sale flowed back into DA Technology, suggesting Wisdom was used for fund circulation. In this process, Wisdom was valued at about 120 billion won, prompting talk that the price tag was excessively high relative to its performance.

However, Wisdom's current market value is reported to be around 300 billion won. That is about 18% higher than the valuation recognized in the transaction between Enchem and GMI Venture.

We made repeated attempts to contact Enchem to ask how it came to receive Wisdom equity instead of cash for the CB sale proceeds, but could not reach the company. A GMI Venture official said, "There is nothing in particular we can say."

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