Eco Volt

097780 · KOSDAQ · Consumer Discretionary · SMALL CAP

[Amended] Material event report (merger)

Eco Volt Co., Ltd. amended its April 14, 2026 material event report on its absorption-type merger into RFtech Co., Ltd. (merger ratio RFtech : Eco Volt = 1 : 0.2027268, 4,111,636 new RFtech shares, no cash consideration), mainly to push back the shareholders' meeting and related dates from late July to August 19, 2026, and to add extensive disclosure on the merger's decision-making process, including each company's post-hoc special committee, outside legal and financial advisors, and their fairness opinions.

M&A([Amended] Material event report (merger))· FILED 2026-07-10· RCEPT 20260710000238

What happened

Material Event Report (Decision on Company Merger), version 6.1~Eco Volt Co., Ltd., Amendment Report (Filing), July 10, 2026

1. Disclosure document being amended: Material Event Report (Decision on Company Merger) 2. Original filing date of the document being amended: April 14, 2026 3. Amendment details

Item 10, Merger schedule (reason: schedule change): Before, Notice-of-dissent-to-merger receipt period: start July 16, 2026, end July 30, 2026; Expected shareholders' meeting date: July 31, 2026; Appraisal right exercise period: start July 31, 2026, end August 20, 2026; Old share certificate submission period: start -, end -; Expected trading suspension period: start August 31, 2026, end September 22, 2026; Creditor objection period: start August 1, 2026, end September 1, 2026; Merger effective date: September 2, 2026; Closing report meeting: -; Expected merger registration date: September 10, 2026; New share certificate delivery date: -; Expected new-share listing date: September 23, 2026. After, Notice-of-dissent-to-merger receipt period: start August 4, 2026, end August 18, 2026; Expected shareholders' meeting date: August 19, 2026; Appraisal right exercise period: start August 19, 2026, end September 9, 2026; Old share certificate submission period: start -, end -; Expected trading suspension period: start September 18, 2026, end October 12, 2026; Creditor objection period: start August 20, 2026, end September 21, 2026; Merger effective date: September 22, 2026; Closing report meeting: -; Expected merger registration date: September 30, 2026; New share certificate delivery date: -; Expected new-share listing date: October 13, 2026.

Item 13, Appraisal (stock purchase) right, exercise procedure, method, period, place (reason: schedule change). This procedure is restated unchanged except for the dates: under Commercial Act Article 522-3 and Capital Markets Act Article 165-5, a shareholder on the register of the merging companies as of the record date (June 30, 2026), appraisal rights are granted only to a shareholder who can prove it entered into an agreement to acquire the shares by the disclosure date of the merging companies' board resolution on this merger (April 13, 2026), or who, by the business day following that disclosure (given in the filing as "April 14, 2025"), can prove (i) a sale-and-purchase contract for the shares, (ii) termination of a securities-lending agreement for the shares, or (iii) another legal act of acquiring the shares, and who continues to hold the shares through the exercise date, must notify the company in writing, before the shareholders' meeting, of its dissent to the board's merger resolution; a beneficial shareholder holding shares through a securities company must instead notify that securities company. Method of requesting purchase: a dissenting shareholder who gave written notice of dissent before the shareholders' meeting may, within 20 days after the meeting's resolution, demand in writing that the company purchase all or part of its shares; a beneficial shareholder does so by filing an appraisal-right exercise form with its securities company. Place of receipt: RFtech Co., Ltd. (surviving company), 60 Jugyangdae-ro 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do; Eco Volt Co., Ltd. (dissolving company), 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do. Before, dissent must be expressed by 3 business days before the shareholders' meeting (July 28, 2026); securities companies relay beneficial shareholders' dissent to the Korea Securities Depository by 2 business days before the meeting (July 29, 2026); the Depository notifies the company on shareholders' behalf 1 business day before the meeting (July 30, 2026); a beneficial shareholder must request purchase through its securities company by 2 business days before the purchase-period end (July 29, 2026); notice-of-dissent receipt period July 16-30, 2026; shareholders' meeting July 31, 2026; appraisal right exercise period July 31-August 20, 2026. After, the same steps fall on August 14, 2026; August 17, 2026; August 18, 2026; and September 7, 2026, respectively; notice-of-dissent receipt period August 4-18, 2026; shareholders' meeting August 19, 2026; appraisal right exercise period August 19-September 9, 2026.

Item 13, Payment timing and method for the appraisal right (reason: schedule change). Restated unchanged except for dates: a special shareholder (formerly "shareholder of record") is paid by transfer to its designated bank account; a general shareholder (formerly "beneficial shareholder") holding through a securities company is paid into its account at that securities company. Before, expected payment date: RFtech Co., Ltd., September 1, 2026; Eco Volt Co., Ltd., September 1, 2026. After, expected payment date: RFtech Co., Ltd., September 21, 2026; Eco Volt Co., Ltd., September 21, 2026. (Both dates may change depending on the merging companies' circumstances.)

Item 18, Other important matters for investment judgment, sub-item f (reason: schedule change): the closing report meeting referred to under "10. Merger schedule" above is, under Commercial Act Article 526(3), replaced by a board resolution and public announcement. Before: dated September 2, 2026. After: dated September 22, 2026.

The amendment also substantially expands "1. Purpose of merger, a. Counterparty and background, 4) Decision-making process and content regarding this merger" (marked as changes Note 1 through Note 5 in the filing). Rather than reproducing this narrative multiple times in both its before- and after-amendment forms, the two versions are almost entirely identical in substance, this translation gives the full, final (post-amendment) content once, under "Decision-making process and content" below. The amendment's substantive additions to that section were: (i) an explanation of why each RFtech director (CEO Cho Kyung-sook, inside director Kim Du-in, outside director Choi Young-chul) was considered independent and professionally qualified to decide on the merger without a special committee; (ii) a description of the general-shareholder communication and protection plans both companies put in place; (iii) detailed career histories for every special-committee member and the specific reasons each was selected, plus a clarification that the independence check item "no shareholding that would impair independent judgment" means holding zero shares; (iv) an explicit statement that each company's board of directors fully accepted, without rejecting or partially accepting, its special committee's conclusions; and (v) the outside advisors' service fees and the full text of their legal opinions, which the original filing had abbreviated as "(details omitted)."

Material Event Report / Korea Exchange Notification Matter To the Financial Services Commission / Korea Exchange July 10, 2026 Company name: Eco Volt Co., Ltd. CEO: Han Jae-gwan Head office address: 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do (Phone) 041-539-2500 (Website) http://ecovoltdynamics.co.kr Preparer in charge: (Title) Executive Director (Name) Jeong Gi-do (Phone) 041-539-2500

Decision on Company Merger

1. Merger method: RFtech Co., Ltd. absorbs Eco Volt Co., Ltd. by merger. Surviving company: RFtech Co., Ltd. Dissolving company: Eco Volt Co., Ltd. Trade name of the surviving company after the merger: RFtech Co., Ltd. Merger form: not applicable.

2. Purpose of merger: Eco Volt seeks to move away from its low-margin, low-growth automotive-lighting business and maximize shareholder value by merging with a company with stronger growth prospects. RFtech, the surviving company, had been planning to strengthen its 5G technology capability and expand into the telecommunications-equipment business to secure future growth drivers. Through this merger, the companies expect to realize a high-value-added business structure, strengthen competitiveness and scale, and enhance corporate and shareholder value.

3. Material effects of the merger: 1) Effect on management: the surviving company is RFtech Co., Ltd. and the dissolving company is Eco Volt Co., Ltd.; RFtech absorbs Eco Volt, which then dissolves. As of the securities registration statement filing date, RFtech's largest shareholder, Osung Advanced Materials Co., Ltd., holds 30.46%; combined with related parties, 39.95%. Eco Volt's largest shareholder, also Osung Advanced Materials Co., Ltd., holds 29.89%; combined with related parties, 29.94%. After the merger, RFtech's largest-shareholder stake is expected to change from 30.46% to 30.29%, with no change in identity of the largest shareholder; the combined stake of the largest shareholder and related parties is expected to become 36.82%. 2) Effect on finances: RFtech (IT mobile components and telecom equipment) will merge with Eco Volt (automotive lighting modules and components), and the combined company expects cost savings from integrating the two companies' IT and automotive-component operations and consolidating duplicate domestic and overseas production sites: RFtech's Yongin plant equipment and staff are to move to Eco Volt's Asan site, after which the Yongin plant may be sold for additional cash, and Eco Volt's Vietnamese subsidiary, SF INNOTEK VINA CO., LTD., is in the process of selling its site. In the near term, the companies expect savings from consolidating similar manufacturing processes and joint raw-material purchasing, and from unifying administrative functions. Over the longer term, RFtech plans to use the combined R&D resources and financial capacity to invest in next-generation 5G Advanced/6G telecom-infrastructure RF modules, base-station antennas, antenna-filter units (AFU), filters, and Massive MIMO/beamforming front-end components, to meet growing AI-driven data traffic, which is expected to have a positive effect on the combined group's mid- to long-term financial structure, revenue and profitability.

4. Merger ratio: RFtech Co., Ltd. : Eco Volt Co., Ltd. = 1 : 0.2027268. The base share prices were calculated as the simple average of the 1-month and 1-week volume-weighted average closing prices and the most recent closing price as of the day before the board resolution date, then adjusted to reflect RFtech's share consolidation and Eco Volt's share split and free capital reduction, to arrive at the final merger value and ratio.

5. Basis for the merger ratio: because both companies are listed on KOSDAQ, the merger value was set under Article 176-5(1)(1) of the Enforcement Decree of the Capital Markets Act, adjusted for RFtech's share consolidation (par value KRW 500 to KRW 2,500) and Eco Volt's share split (par value KRW 1,000 to KRW 500) and free capital reduction (reduction ratio: 80.0%). a. RFtech common-share merger value, base date April 12, 2026 (the day before the earlier of the board resolution date and the merger-agreement date, both April 13, 2026): 1-month volume-weighted average closing price (March 13 - April 12, 2026): KRW 1,819; 1-week volume-weighted average closing price (April 6 - April 12, 2026): KRW 1,892; most recent closing price (April 10, 2026): KRW 2,010; base share price: KRW 1,907; base price after reflecting the share consolidation: KRW 9,535; merger value: KRW 9,535. No premium or discount was applied. b. Eco Volt common-share merger value, same base date: 1-month volume-weighted average closing price: KRW 788; 1-week volume-weighted average closing price: KRW 766; most recent closing price (April 10, 2026): KRW 766; base share price: KRW 766; base price after the share split: KRW 386.5; base price after the free capital reduction: KRW 1,932.5; merger value: KRW 1,933. No premium or discount was applied. Resulting merger ratio: 1 : 0.2027268 (RFtech : Eco Volt).

6. External valuation: not applicable. Reason: because this is a merger between two KOSDAQ-listed companies, the merger value was set, and the merger ratio calculated from it, under Capital Markets Act Article 165-4 and Enforcement Decree Article 176-5(1)(1), so an external evaluation agency's valuation is not legally required. (External evaluation agency name, period and opinion: not applicable.)

7. Type and number of new merger shares: 4,111,636 common shares. No special class shares.

8. Counterparty to the merger: RFtech Co., Ltd. Main business: broadcasting and wireless-communication equipment manufacturing. Relationship to Eco Volt: affiliated company. Most recent fiscal year's financial data (KRW): total assets 407,430,424,081; capital stock 16,044,629,500; total liabilities 221,393,790,005; revenue 266,007,649,510; total equity 186,036,634,076; net income -30,470,680,477. External audit firm: Samil PricewaterhouseCoopers; audit opinion: unqualified.

9. Newly incorporated merger company: not applicable, since this is an absorption-type (not a consolidation-type) merger.

10. Merger schedule (as finally amended): merger agreement date April 13, 2026; record date for determining shareholders June 30, 2026; shareholder-register closure period: none; notice-of-dissent-to-merger receipt period August 4 - August 18, 2026; expected shareholders' meeting date August 19, 2026; appraisal right exercise period August 19 - September 9, 2026; old share certificate submission period: none; expected trading suspension period September 18 - October 12, 2026; creditor objection period August 20 - September 21, 2026; merger effective date September 22, 2026; closing report meeting: none (replaced by board resolution and public notice, see Item 18.f above); expected merger registration date September 30, 2026; new share certificate delivery date: none; expected new-share listing date October 13, 2026.

11. Backdoor listing: No. 12. Whether the requirements for another company's backdoor listing are met: not applicable.

13. Appraisal (stock purchase) right: Exercise requirements: under Commercial Act Article 522-3 and Capital Markets Act Article 165-5, a shareholder on the register as of the record date who gave the company written notice of dissent to the board's merger resolution before the shareholders' meeting resolution may, within 20 days of that resolution, demand in writing that the company purchase all or part of the shares it holds; a partial purchase request is permitted. However, under Capital Markets Act Article 165-5(1) and Enforcement Decree Article 176-7(2), the appraisal right is granted only for shares proven to have been acquired before the merging companies' board resolution was disclosed, or for which the relevant sale, loan termination or other acquisition was proven by the next business day after disclosure, and only if continuously held through the exercise date; shares sold and reacquired within that period lose the right, and an exercised appraisal right cannot be withdrawn. A shareholder who gave written notice of dissent but then voted for the merger at the shareholders' meeting may not exercise the appraisal right. Because both merging companies are listed, under Capital Markets Act Article 165-5(2) they must purchase the tendered shares within one month after the appraisal-right exercise period ends. Expected purchase price: Eco Volt Co., Ltd., KRW 1,968 per share (see RFtech's own report for RFtech's price). Exercise procedure, method, period and place: as set out above under the amendment to Item 13. Payment timing and method: as set out above under the amendment to Item 13. Restrictions on the appraisal right: under Commercial Act Article 522-3 and Capital Markets Act Article 165-5, a dissenting shareholder who gave written notice before the shareholders' meeting may demand purchase of its shares within 20 days of the resolution, by written notice stating the class and number of shares; shares sold and reacquired within that period lose the right, and once exercised the right cannot be withdrawn without the company's consent; a shareholder who later votes for the merger at the meeting loses the right. Effect on the merger agreement: if the aggregate appraisal-right purchase amount payable by RFtech Co., Ltd. and Eco Volt Co., Ltd. exceeds KRW 15,000,000,000 (fifteen billion won), either company may terminate the merger agreement.

14. Board resolution (decision) date: April 13, 2026. Outside directors: present, 1; absent, 0. Attendance of the statutory auditor (where not an audit-committee outside director): present.

15. Put option or similar agreement: No. (Contract terms: not applicable.)

16. Subject to a securities registration statement: Yes. (Reason exempted, if applicable: not applicable.)

17. Future corporate restructuring plans: as of the filing date, no corporate restructuring beyond this merger has been finalized. However, after the merger, RFtech plans to invest in R&D for AI-related modules and 5G Advanced/6G business, which is expected to change the size of its R&D organization. RFtech is currently developing base-station antenna units (AU), antenna-filter units (AFU), micro filters and macro/RU filters as its core product lines, building on its experience supplying 5G antennas and filters to Samsung Electronics, and has developed a co-design capability that optimizes antennas and filters together inside Massive MIMO equipment, which RFtech considers its key technical strength. RFtech has experience verifying and mass-producing Massive MIMO antennas, AU/AFU units, phase shifters and beamforming performance; in filters, it has expanded into micro filters and RU filters since entering the 5G filter market in 2024, and has sheet-metal, air-strip, small-filter and macro/RU-filter design and manufacturing technology, supported by RF design tools and PIM, antenna-radiation and environmental (temperature/humidity/vibration/shock) reliability test equipment. Key technologies RFtech plans to develop for 5G Advanced and 6G: (1) multi-band antenna and filter technology covering bands such as n25/n66 and n3/n1/n7; (2) higher-order Massive MIMO antenna technology beyond the current 32T32R and 64T64R; (3) high-frequency, low-loss RF design technology for new bands such as n104 and FR3 and early 6G frequencies; (4) sheet-metal resonator, air-strip and monolithic filter structures to reduce filter thickness, weight, loss and cost; and (5) AFU/integrated RF module design technology that jointly optimizes the antenna, filter, housing, heat dissipation and RF interface. RFtech also plans to upgrade manufacturing-automation technologies (SMT, assembly, PIM measurement, filter tuning, visual inspection) to improve yield, cut cost and respond to customers faster.

RFtech's technology development schedule for its 5G/5G Advanced/6G RF-module business: 2026: building out the full 5G antenna/filter line-up and entering RU-filter mass production, expanding AU/AFU mass production for Samsung Electronics, entering RU-filter mass production, stabilizing micro-filter and macro/RU-filter development, and building the antenna/filter development base to serve global customers such as Ericsson. 2027: converting the full product line to mass production and preparing 5G Advanced technology, converting AU/AFU, micro filters and RU filters to full-line mass production, developing multi-band antennas/filters, securing FDD-band technology (n25/n66, n3/n1/n7), and developing cost-reduced filter structures. 2028: scaling up 5G Advanced technology, advancing higher-order Massive MIMO antennas, high-isolation/low-loss antenna elements, and sheet-metal-resonator/air-strip/monolithic-filter structures, and applying lightweighting, thinning and process-simplification technology. 2029: preparing leading-edge 6G technology and expanding co-development with customers, developing antennas/filters for new bands such as n104 and FR3, developing high-frequency low-loss materials and structures, advancing integrated AFU design, and reviewing next-generation RF structures with Tier-1 customers. 2030: securing early-stage 6G RF-module technology, addressing candidate 6G frequencies and highly integrated RF structures, reviewing 128T/256T-class higher-order Massive MIMO, securing ultra-high-frequency/highly integrated antenna-filter integrated-module technology, and building a base for early 6G commercialization. RFtech's 5G AU and AFU are already in mass production and being supplied to Samsung Electronics as a first-tier vendor, reaching Verizon through Samsung, with mass production for an India-based carrier (Jio) via Samsung planned from August. RFtech's 5G antennas and filters are already in mass production, and in 2026 it is entering the macro/RU filter market, with a Samsung factory certification expected in September 2026; once RU filters pass Samsung vendor certification this year, mass production is expected to begin next year, meaning the full product line converts to mass production from 2027.

Revenue by business segment and product line (RFtech, KRW millions): TA, Q1 2026: 11,168; 2025: 41,375; 2024: 91,292; 2023: 95,818; 2022: 117,418; 2021: 135,566; 2020: 140,460; 2019: 120,892. DLC, Q1 2026: 22,627; 2025: 92,490; 2024: 92,502; 2023: 78,848; 2022: 78,983; 2021: 76,084; 2020: 71,982; 2019: 66,366. ANT/STY, Q1 2026: 4,918; 2025: 37,004; 2024: 49,781; 2023: 37,707; 2022: 57,541; 2021: 67,608; 2020: 13,369; 2019: 34,041. 5G antenna modules, Q1 2026: 1,839; 2025: 3,011; 2024: 1,387; 2023: 2,792; 2022: 3,416; 2021: 16,886; 2020: 14,474; 2019: 35,417. ACC and other, Q1 2026: 7,595; 2025: 30,193; 2024: 42,500; 2023: 74,068; 2022: 90,152; 2021: 18,502; 2020: 10,728; 2019: 22,566. Bio (HA filler, etc.), Q1 2026: 4,859; 2025: 18,910; 2024: 20,431; 2023: 19,256; 2022: 13,045; 2021: 11,178; 2020: 6,845; 2019: 5,210. Equipment (coater/VCD equipment, etc.), Q1 2026: 14,476; 2025: 43,024; 2024: 60,429; 2023: 5,889; 2022: -; 2021: -; 2020: -; 2019: -. Total, Q1 2026: 67,482; 2025: 266,007; 2024: 358,323; 2023: 314,378; 2022: 360,554; 2021: 325,824; 2020: 257,858; 2019: 284,492.

RFtech's R&D headcount plan (number of staff): Antenna development, currently 13, rising to 16 in 2026, 17 in 2027, 17 in 2028, 20 in 2029, 20 in 2030. Filter development, 17, 17, 17, 17, 20, 20. Defense products (DPT), 3, 5, 6, 6, 10, 10. Total RF organization, 33, about 38, about 40, 40, about 50, about 50 (over the same years).

RFtech's new-business spending plan (unit: KRW 100 millions / %): 2026, estimated RF telecom-business revenue 119; new-business spending 27; R&D 109; facility investment 136; total 114.21% of estimated revenue. 2027, revenue 228; spending 29; R&D 48; facility investment 77; ratio 33.81%. 2028, revenue 503; spending 29; R&D 58; facility investment 87; ratio 17.31%. 2029, revenue 1,008; spending 35; R&D 65; facility investment 100; ratio 9.92%. 2030, revenue 1,517; spending 35; R&D 57; facility investment 92; ratio 6.07%. R&D-sample material cost is budgeted at approximately KRW 800 million for 2026, expected to be largely recovered through development-sample sales.

Facility/technology-infrastructure investment: 2026, approximately KRW 3.9 billion, comprising 5G RF antenna investment of KRW 3,529 million (including an anechoic chamber costing KRW 3,000 million, to be spent in 2026-2027) and RF filter investment of KRW 333 million, for mass-production entry and customer support. 2027, approximately KRW 0.5 billion for software renewal and measurement-equipment upgrades. 2028, approximately KRW 0.5 billion for measurement/test infrastructure to support 5G Advanced. 2029, approximately KRW 1.0 billion for early 6G measurement-environment upgrades amid revenue growth. 2030, approximately KRW 0.5 billion for high-frequency RF test-environment upgrades for early 6G.

Market context RFtech cites for its plan: it does not manufacture AI semiconductors or server-AI modules itself; its AI-related business is instead the RF-module business for 5G Advanced/6G telecom infrastructure needed to carry rising AI-driven data traffic. According to the Ericsson Mobility Report (a periodic report published by the Swedish telecom-equipment maker Ericsson), the share of mobile data traffic carried over 5G is expected to rise from 34% at the end of 2024 to 43% at the end of 2025, and to 83% by 2031. GSMA considers an "AI-ready network" combining 5G Advanced, edge computing, network slicing and service orchestration necessary to handle AI-driven demand, implying greater 5G Advanced investment in 2026-2028. The ITU is developing IMT-2030 (6G) performance requirements in 2026, with Ericsson expecting technology submission and evaluation for IMT-2030 in 2027-2029 and early 6G commercialization discussed around 2030.

18. Other important matters for investment judgment: a. Under Commercial Act Articles 522 and 434, merger approval at the shareholders' meeting requires a special resolution; if the extraordinary shareholders' meeting fails to obtain the affirmative votes of at least two-thirds of the voting rights present and at least one-third of total issued shares, the merger may fail. b. Other than cash paid for fractional shares arising on allotment of new shares, no other payment will be made to shareholders of the companies participating in this merger. c. The number of new merger shares stated in Item 7 above may change depending on the exercise of appraisal rights by Eco Volt shareholders entitled to new shares, following shareholders'-meeting approval of the merger agreement. No new merger shares will be issued for any Eco Volt treasury shares arising from Eco Volt shareholders' exercise of appraisal rights. d. The "Counterparty to the merger" (RFtech) financial data in Item 8 above is based on RFtech's consolidated financial statements as of the end of 2025. e. The merger schedule in Item 10 above is the schedule expected as of the filing date and may change due to required regulatory approvals and consultations with relevant authorities. f. As amended above, the closing report meeting under Item 10 is replaced, under Commercial Act Article 526(3), by a board resolution and public announcement dated September 22, 2026. g. The expected purchase price under Item 13 is set out below. Under Capital Markets Act Article 165-5(3), the purchase price is to be agreed between the shareholder and the company; if no agreement is reached, Capital Markets Act Enforcement Decree Article 176-7(3) sets the price based on the share's market trading price before the board resolution date, and either the company or the requesting shareholder may apply to a court to determine the purchase price if either disputes that price. Companies' proposed purchase prices: RFtech Co., Ltd. (surviving company) KRW 9,325 per share; Eco Volt Co., Ltd. (dissolving company) KRW 1,968 per share. (Note 1: RFtech's price reflects its par-value consolidation from KRW 500 to KRW 2,500. Note 2: Eco Volt's price reflects its share split from par value KRW 1,000 to KRW 500 and its free capital reduction at an 80.0% reduction ratio.) Eco Volt common shares, proposed purchase price for negotiation: KRW 1,968, calculated under Capital Markets Act Article 165-5 and Enforcement Decree Article 176-7; if no agreement is reached, the price is set under the same provisions based on the share's exchange trading price, and a dissenting shareholder who disputes that price may apply to a court to determine it. 1) Calculation of the proposed purchase price for Eco Volt common shares (base date: April 12, 2026): ① most recent 2-month volume-weighted average price: KRW 806 (February 13 - April 12, 2026); ② most recent 1-month volume-weighted average price: KRW 788 (March 13 - April 12, 2026); ③ most recent 1-week volume-weighted average price: KRW 766 (April 6 - April 12, 2026); base purchase price [(①+②+③)/3]: KRW 787; base purchase price after the share split (÷2): KRW 393.5; final purchase price after the free capital reduction (base purchase price after split × 5): KRW 1,968. 2) Daily detail underlying the Eco Volt common-share proposed purchase price (closing price in KRW; volume in shares; closing price × volume in KRW), source: Korea Exchange (www.krx.co.kr): April 10, 2026: 766; 62,172; 47,623,752. April 9, 2026: 766; 53,162; 40,722,092. April 8, 2026: 765; 345,624; 264,402,360. April 7, 2026: 764; 87,597; 66,924,108. April 6, 2026: 787; 33,953; 26,721,011. April 3, 2026: 788; 75,987; 59,877,756. April 2, 2026: 791; 48,966; 38,732,106. April 1, 2026: 800; 49,500; 39,600,000. March 31, 2026: 798; 54,435; 43,439,130. March 30, 2026: 802; 61,864; 49,614,928. March 27, 2026: 802; 178,749; 143,356,698. March 26, 2026: 783; 51,873; 40,616,559. March 25, 2026: 782; 28,538; 22,316,716. March 24, 2026: 784; 41,995; 32,924,080. March 23, 2026: 777; 38,757; 30,114,189. March 20, 2026: 798; 52,546; 41,931,708. March 19, 2026: 790; 59,029; 46,632,910. March 18, 2026: 795; 128,298; 101,996,910. March 17, 2026: 807; 135,458; 109,314,606. March 16, 2026: 806; 239,616; 193,130,496.

March 13, 2026: 797; 40,495; 32,274,515. March 12, 2026: 804; 59,863; 48,129,852. March 11, 2026: 783; 67,735; 53,036,505. March 10, 2026: 773; 82,681; 63,912,413. March 9, 2026: 749; 101,507; 76,028,743. March 6, 2026: 784; 73,505; 57,627,920. March 5, 2026: 785; 179,920; 141,237,200. March 4, 2026: 785; 388,900; 305,286,500. March 3, 2026: 808; 246,971; 199,552,568. February 27, 2026: 824; 280,577; 231,195,448. February 26, 2026: 833; 188,703; 157,189,599. February 25, 2026: 846; 294,038; 248,756,148. February 24, 2026: 844; 461,096; 389,165,024. February 23, 2026: 850; 300,470; 255,399,500. February 20, 2026: 815; 222,167; 181,066,105. February 19, 2026: 831; 717,595; 596,321,445. February 13, 2026: 792; 1,293,295; 1,024,289,640. Resulting averages: 2-month volume-weighted average price KRW 806; 1-month KRW 788; 1-week KRW 766; base purchase price [(①+②+③)/3] KRW 787. (RFtech's own appraisal-price basis is set out in RFtech's own material event report.) h. If the shareholders' meeting rejects the merger, the appraisal right also lapses and the merger agreement does not take effect. i. A shareholder who has exercised the appraisal right may not withdraw it after the exercise period ends. j. At its first board meeting on February 2, 2026, Eco Volt resolved a paid-in capital reduction: as of the record date of April 20, 2026, shares outstanding before the reduction were 63,415,904 and after the reduction 50,732,723; the related trading-suspension period was April 17 - May 6, 2026. At the same meeting Eco Volt resolved a share split of one common share with par value KRW 1,000 into two common shares with par value KRW 500 each: shares outstanding before the split were 50,732,723 and after the split 101,465,446; the related trading-suspension period was May 12 - June 15, 2026. Also at that meeting, Eco Volt resolved a free capital reduction by consolidating five common shares with par value KRW 500 each into one common share of the same par value, with a record date of May 26, 2026: shares outstanding before the free reduction were 101,465,446 and after the free reduction 20,293,089; the related trading-suspension period was May 12 - June 15, 2026. k. Termination conditions under the merger agreement: Article 12 (Conditions Precedent to the Merger), each party's obligation to complete the merger is conditioned on: (i) obtaining each party's board and shareholders'-meeting approvals and satisfying material requirements under Korean law for the contemplated transactions; (ii) each party performing in all material respects its covenants and obligations under the agreement; and (iii) no material adverse change occurring in either party's assets, operating results, business condition or prospects between signing and the merger effective date; each party may waive any of these conditions in writing. Article 13 (Effectiveness and Termination), the agreement takes effect upon signing; before or on the merger effective date, either party may, by written notice to the other, amend the merger terms or immediately terminate the agreement (the agreement cannot be terminated after the merger effective date) if: (i) the parties agree in writing to terminate; (ii) either party fails to obtain shareholders'-meeting approval for the merger (including a board approval in lieu of a shareholders' meeting under Article 5.1); (iii) a force majeure event or other cause materially and adversely changes either party's assets or business condition between signing and the merger effective date; (iv) a condition precedent under Article 12 is not satisfied by the merger effective date; or (v) the aggregate appraisal-right purchase price payable by the two companies (based on the proposed purchase prices stated in their respective material event reports) exceeds KRW 15,000,000,000 (fifteen billion won) as of the end of the appraisal-right exercise period. Effect of termination: (i) within 14 days after termination, each party must return or destroy, as the other requests, materials or information received from the other; (ii) termination does not affect either party's claim for damages or other remedy arising from breach of the agreement; and (iii) Articles 13.2 and 15 through 17 survive termination.

Decision-making process and content regarding this merger (combining and restating, without repetition, the material that the filing's amendments labeled Note 1 through Note 5 and its main-text Item 18.l all cover; the before- and after-amendment versions are materially the same narrative, so only the final content is given once).

Background: On February 26, 2026 the Ministry of Justice issued "Guidelines on Directors' Conduct in Corporate Reorganizations" (the "MOJ Guidelines"), addressing the directors' duty of loyalty added by the Commercial Act Article 382-3 amendment of July 22, 2025 for conflict-prone reorganizations: (i) transactions involving a conflict of interest between a director, controlling shareholder or management and the company, and (ii) transactions involving a conflict of interest between the controlling shareholder and general shareholders that could directly harm minority shareholders. While stating they are not legally binding, the Guidelines suggest three fairness-enhancing measures: (1) establishing a special committee, (2) obtaining independent outside-expert review, and (3) providing shareholders full information.

RFtech, the surviving company, and Eco Volt, the dissolving company, say they endorse the purpose of the amended Commercial Act and the Guidelines, but consider that a director need not adopt every suggested measure to satisfy the duty of loyalty, and must instead weigh the costs and benefits for the company and shareholders. Accordingly, before resolving on the merger, neither company's board set up a special committee or retained independent outside legal or financial advisors; instead, each board reached its decision after independent, objective internal discussion, with every attending director's approval, and without any prior one-on-one shareholder outreach (to avoid moving the market price before the merger terms and ratio were finalized, given that premature disclosure could distort the Capital Markets Act-based merger ratio and create material non-public-information risk). Both companies instead plan to use their IR teams to collect and answer general shareholders' questions about the merger going forward.

On April 8, 2026, prior to the April 13, 2026 board resolutions, each company's board separately discussed (i) establishing a special committee, (ii) retaining outside experts and (iii) other matters (delegating the merger-agreement details to the CEO), and both boards voted against setting up a special committee and against retaining outside experts. RFtech's stated rationale: RFtech's board acknowledged the MOJ Guidelines but concluded that, given RFtech's deteriorating revenue from customer concentration, the opportunity cost of delay from setting up a special committee, and risking the loss of the roughly KRW 100 billion in liquid assets the merger would bring, outweighed the benefit, so the board judged that proceeding quickly to focus on its 5G Advanced/6G and AI-related telecom R&D served shareholders better; for the same reason of speed, it also declined to retain outside legal or financial experts, noting that the merger ratio would in any case be calculated under Capital Markets Act Enforcement Decree Article 176-5(1)(1). Eco Volt's stated rationale: Eco Volt's board likewise considered the MOJ Guidelines' fairness-enhancing measures in detail, weighing whether a committee was needed given that (i) Eco Volt's business was shrinking while losses were expected to widen, making continued delay itself value-destructive, and (ii) the common controlling shareholder, Osung Advanced Materials, would benefit no differently from general shareholders, since the cash Eco Volt would contribute was expected to raise value for all Eco Volt shareholders alike; the board concluded that proceeding without a special committee or outside experts better served shareholders than the delay a committee would cause, and separately noted Eco Volt already had an outside director and capable staff for procedural compliance, so it also declined to retain outside legal advisors. Both boards separately concluded, summarizing their review of the transaction's procedural adequacy, the legitimacy of its purpose, and the fairness of its terms: that although this is a merger between affiliates, the conflict of interest it poses is not significant from a shareholder-value standpoint, because the merger ratio (the measure of the transaction's fairness) is fixed by the Capital Markets Act, giving the merger clear legitimacy, a lawful ratio and a procedurally lawful path forward; accordingly, neither board convened a further, separate board meeting on conflict-of-interest or fairness questions before the merger resolution date.

Post-hoc establishment of special committees: although neither company's board set up a special committee before resolving on the merger, each board recognized that, because this is a merger between affiliates with a common controlling shareholder (Osung Advanced Materials) and general shareholders could reasonably expect closer scrutiny of the merger ratio, deal terms and the fairness of the board's decision-making, each board resolved on May 28, 2026 to establish a special committee after the fact, to review the procedural fairness and adequacy of the merger retroactively and partially remedy the earlier absence of a pre-resolution committee. Both special committees are non-standing bodies consisting of one outside director and three outside experts, and each operates under a company special-committee charter (16 articles) providing, in summary: the committee's purpose is to review the legitimacy, fairness and procedural adequacy of conflicted transactions; it has at least 3 members appointed by the board; its chair must be an outside/independent director; members may be removed by the board; the committee may be convened by its chair with 24 hours' notice; resolutions require a majority of members present and a majority of those present voting, with an interested member barred from voting (but allowed to state views); the committee may hear from employees or outsiders and retain outside advisors at company expense; it must keep minutes recording the agenda, proceedings, result and any dissent; matters involving a conflict between the company's and shareholders' interests, or requiring independence from the controlling shareholder and board, are referred to it; it advises, rather than binds, the board, though the board must record its reasons if it departs from the committee's view; members owe a duty of care and confidentiality and must report material irregularities to the board; and amendment of the charter requires a board resolution.

RFtech's special committee: Chair Choi Young-chul (outside director; management and accounting); members Lee Ki-ho (CEO and accountant, KJ & Partners), Lee Yu-ri (accountant, Sangjiwon Accounting Corp.) and Kim Bong-jun (attorney, Minju Law Office). Biographies: Choi Young-chul (born June 6, 1976): B.A. Business Administration, Hankuk University of Foreign Studies; 2007-2023 Partner, SaT Division, Ernst & Young Han Young; 2023-present, accountant, Samduk Accounting Corp.; 2026-present, independent director of RFtech. Lee Ki-ho (born February 6, 1968): B.A. Business Administration, Hongik University; 1992-2018 Partner, Financial Advisory, Ernst & Young Han Young; 2002-present, founder/CEO, KJ & Partners (investment and investment-consulting). Lee Yu-ri (born January 10, 1985): B.S. Mathematics, Sogang University; 2011-2014 Tax Advisory, Samsung Accounting Corp.; 2015-present, Partner, Sangjiwon Accounting Corp. Kim Bong-jun (born June 26, 1974): LL.B., Korea University; 2008-present, attorney, Minju Law Office; in 2022, legal advisory committee member of the Korea Housing Finance Corporation's guarantee review committee. RFtech says it formed the committee from legal and financial/accounting specialists, one legal expert experienced advising on business combinations and governance reorganizations and two accounting experts skilled in valuation and tax/accounting verification, to maximize the transparency and independence of the merger review and protect general shareholders.

Eco Volt's special committee: Chair Oh Chang-jin (outside director; management); members Kim Ji-eung (professor, industry and technology), Yoon Gi-eop (accountant, Yegwang Accounting Corp.) and Jo Jang-gon (attorney, Yeoyul Law Office). Biographies: Oh Chang-jin (born June 1960): graduate studies, Yonsei University; former head of the Legal Affairs Office, Financial Supervisory Service; now outside director/management advisor. Jo Jang-gon (born December 1976): LL.B. (and near-completion of an SJD in commercial law), Korea University; 2018-2023 member, Korean Bar Association Legislation Committee (Commercial Act/special commercial-law subcommittee); 2021-present, managing attorney, Yeoyul Law Office. Kim Ji-eung (born January 1983): Ph.D. Computer Science, Yale University; 2020-2022 Google Korea; 2022-2024 full-time professor, Inha University Department of Computer Engineering; 2024-present, full-time professor, Division of Advanced Computing, College of AI Convergence, Yonsei University. Yoon Gi-eop (born January 1987): B.S. Mechanical Engineering, Seoul National University; 2014-2023 Audit and Tax Advisory divisions, Samil PwC; 2023-present, accountant, Yegwang Accounting Corp. Eco Volt explains that Professor Kim, though not an AI-communications specialist, was chosen for his strong understanding of the AI industry; accountant Yoon, for his mechanical-engineering background relevant to RFtech's hardware and his valuation expertise; and attorney Jo, for his broad commercial-law expertise from serving on the Bar Association's commercial-law committee.

Independence check (both committees; criteria: not a current officer/employee of the company; not an insider within the past two years; not the largest/a major shareholder or its related party; not related by marriage or lineage to an officer; not an employee of a parent, subsidiary or affiliate within the past three years; no material business, debt or other economic relationship with the company; not an advisor to the company; not an employee, major shareholder, advisor or other interested party of the counterparty; holds no shares that would impair independent judgment, meaning zero shares; and has no other concurrent position, contract or relationship impairing independence), all 10 criteria returned "not applicable" (i.e., no impairment) for every member of both RFtech's committee (Choi Young-chul, Lee Ki-ho, Lee Yu-ri, Kim Bong-jun) and Eco Volt's committee (Oh Chang-jin, Kim Ji-eung, Yoon Gi-eop, Jo Jang-gon). Expertise check (criteria: legal, accounting/finance, economic/industry, management/organizational, and general-shareholder-protection expertise), results: RFtech committee, legal: Kim Bong-jun; accounting/finance: Choi Young-chul, Lee Ki-ho, Lee Yu-ri; economic/industry: Choi Young-chul, Lee Ki-ho; management/organizational: Choi Young-chul, Lee Ki-ho; shareholder-protection: all four members. Eco Volt committee, legal: Jo Jang-gon; accounting/finance: Yoon Gi-eop; economic/industry: Kim Ji-eung, Yoon Gi-eop; management/organizational: Oh Chang-jin; shareholder-protection: all four members. Based on these results, both companies' committees were judged independent and collectively to hold the legal, accounting/financial, economic/industry, management and shareholder-protection expertise needed to review the merger's fairness.

RFtech special-committee meetings: 1st meeting, May 29, 2026, 14:00, RFtech head office; attendees Choi Young-chul (chair), Lee Ki-ho, Lee Yu-ri, Kim Bong-jun, with company staff attending in part; purpose: independently and objectively review the possible conflict of interest, legitimacy of purpose, fairness of terms, procedural adequacy and need for shareholder protection. The committee confirmed no member had a conflict impairing independent judgment, requested 15 categories of documents from RFtech (merger background/purpose materials; the merger agreement/draft; the schedule; merger-ratio/value calculation materials; recent share-price and volume data; three years of financial statements, audit reports and periodic reports for both companies; business and customer information and future plans; post-merger pro forma financials and synergy analysis; impact on assets, liabilities, cash flow, borrowings, contingent liabilities and litigation; major-shareholder and related-party information; impact analysis for general/minority shareholders; appraisal-right, creditor-protection, shareholders'-meeting and disclosure materials; any outside valuation/opinion reports; alternative transaction-structure materials, if any; and all merger materials reported or to be reported to the board), and requested that outside financial and legal experts be retained to strengthen the committee's independence and expertise. 2nd meeting, June 11, 2026, 14:00, RFtech head office; same attendees; the committee reviewed the requested materials through Q&A with company staff, covering: purpose/necessity (diversifying away from RFtech's concentrated handset-parts business toward 5G telecom technology, financed by Eco Volt's cash rather than external funding); background (RFtech's exposure to Samsung Electronics ODM demand swings, and the rapid business-restructuring push since Osung Advanced Materials became RFtech's largest shareholder on March 27, 2026); expected effects (securing new-business investment funds and improving the financial structure); method and consideration (an absorption merger with RFtech surviving and no merger consideration beyond new shares); timing (the board's resolution on April 13, 2026 to move quickly on technology development); and controlling-shareholder involvement (management reported no controlling-shareholder role in the deal structure or ratio, and no self-dealing concern under Commercial Act Article 398 beyond the usual voting-right limits, and no personal benefit to directors or management). The committee confirmed the merger ratio was properly calculated under Capital Markets Act Article 176-5, but judged that, because this is a merger between affiliates, a further fairness review by an outside accounting firm was warranted. It also compared alternatives, external fundraising, a business transfer, and a share swap/transfer, against the merger and concluded the merger was relatively the best way to meet the stated goal, given external financing's uncertainty and solvency risk, the cash outflow and uncertain contract-transfer issues of a business transfer, and the share-swap/transfer route's failure to unify the business or improve the financial structure. 3rd meeting and final opinion, June 18, 2026, 14:00, RFtech head office; same attendees; the committee reviewed the final opinions of its outside financial expert, Yichon Accounting Corp., and outside legal expert, Shin & Kim, confirming: (i) Yichon's intrinsic-value appraisal put the merger ratio range at 1:0.3906541 to 1:0.4699142, within which the market-price-based ratio of 1:0.4053487 falls, confirming the ratio's adequacy [Yichon's intrinsic-value summary (KRW per share, multiples): intrinsic value, RFtech 4,922-5,692, Eco Volt 2,223-2,313; asset value, RFtech 5,082, Eco Volt 2,843; earnings value, RFtech 4,815-6,098, Eco Volt 1,810-1,959; intrinsic-value-based ratio 1:0.3906541-1:0.4699142; Capital Markets Act-based ratio 1:0.4053487; conclusion: the statutory ratio falls within the intrinsic-value range, confirming its adequacy]; and (ii) Shin & Kim's opinion confirmed the merger's procedural fairness and that the interests of Eco Volt's shareholders as a whole had been considered, understanding the merger as restructuring RFtech around 5G telecom-infrastructure modules, securing R&D/capex funding, improving the financial structure by repaying debt, and creating synergy, and judging the merger the most reasonable way among alternatives to achieve those goals given the comprehensive transfer of cash assets, business unification and resource integration. The committee reported its final conclusions, that the merger's purpose is legitimate, its terms are fair based on the intrinsic-value appraisal, its procedures comply with and will continue to comply with the Commercial Act and Capital Markets Act, and that it serves the whole-company and shareholder interest rather than the controlling shareholder's, to RFtech's board on June 24, 2026, and the RFtech board accepted the committee's conclusions in full, without rejecting or partially accepting any part.

Eco Volt special-committee meetings: 1st meeting, May 29, 2026, 15:00-16:30, Yeoyul Law Office (chair Oh Chang-jin attending remotely); attendees Kim Ji-eung, Yoon Gi-eop, Jo Jang-gon; also present (remotely), Eco Volt CEO Han Jae-gwan, with Kim Jin-woo, team leader, as secretary; purpose: finalize the committee's charter and operating rules, hear the transaction overview, conduct a preliminary legitimacy review and set the 2nd meeting's agenda and document requests. Management reported that Eco Volt's operations and finances had been deteriorating and it had explored acquisition alternatives for about a year before concluding that merging with RFtech was now the most appropriate path; that the merger is an absorption merger with Eco Volt dissolving and no merger consideration beyond new shares; that the board resolved on this timing because delay risked further erosion of value; and that no controlling-shareholder role in the deal structure or ratio, and no personal director/management benefit, had been found, with the usual Article 398 self-dealing disclosure and voting-right limitation observed. The committee's preliminary (non-final) review found the stated purpose had some concreteness and reasonableness from a long-term value standpoint (flagging the need for further review of post-merger synergy realization); found Eco Volt's claimed urgency partly persuasive but flagged RFtech's sharp share-price rise and the board-timing-dependent ratio for further review; noted that, because the same controlling shareholder, Osung Advanced Materials, held 29.89% of Eco Volt and 30.46% of RFtech, it could not yet conclude the structure favored one side's shareholders (flagging further review of direct/indirect controlling-shareholder interests, voting limits and information barriers); and reserved judgment on whether comparable alternative transactions existed (flagging further review of acquisition, disposal, financing and alliance alternatives). 2nd meeting, June 15, 2026, 14:00-17:00, LS Securities meeting room (chair attending remotely); same attendees and secretary, joined by the newly retained outside financial expert, Jeongdong Accounting Corp., and outside legal expert, Baker McKenzie & KL Partners; purpose: verify the committee's own independence, confirm the outside experts' independence, and review the merger value/ratio, deal structure/procedure, alternatives, and shareholder-impact/equal-treatment questions. Jeongdong's interim intrinsic-value analysis [intrinsic value, RFtech 4,626-5,423, Eco Volt 2,168-2,263; asset value, RFtech 5,082, Eco Volt 2,843; earnings value, RFtech 4,322-5,650, Eco Volt 1,718-1,876; intrinsic-value-based ratio 1:0.4002849-1:0.4892949; statutory ratio 1:0.4053487; conclusion: adequate, since the statutory ratio falls within the intrinsic-value range] confirmed the statutory ratio fell within its intrinsic-value range. In Q&A, Jeongdong explained it conservatively assumed only a 50% realization rate for RFtech's projected Samsung Electronics revenue and 25% for projected Ericsson revenue given the new business; that both companies' intrinsic values exceeded their market capitalizations mainly because both companies' total equity and non-operating-asset values exceed their market capitalizations; and that it reflected RFtech's post-base-date rights offering and Eco Volt's post-base-date paid-in capital reduction in asset value. Management also reported the share-price moves around the April 13, 2026 board date and the reasoning for that timing [Board-date-sensitivity table: closing price/merger value/ratio/new shares/Osung Advanced Materials' allotment and post-merger stake, for board dates April 13, April 14 and April 15, 2026 respectively, RFtech closing price: 2,010 won; 2,610 won; 2,545 won. Eco Volt closing price: 766 won; 764 won; 827 won. RFtech merger value: 9,535 won; 12,105 won; 12,280 won. Eco Volt merger value: 1,933 won; 1,930 won; 2,040 won. Merger ratio: 0.202726796; 0.159438249; 0.16612378. New merger shares: 4,111,636; 3,233,673; 3,369,266. Osung Advanced Materials' allotted new shares: 1,229,612; 967,051; 1,007,601. Osung Advanced Materials' post-merger stake in the surviving company: 30.29%; 30.31%; 30.31%], concluding that using an accounting-firm valuation instead would also have followed the statutory basis, that RFtech's sharp share-price rise before the resolution date (rather than any attempt to suppress it) drove the timing decision to avoid a distorted ratio, and that April 13, 2026 specifically was chosen to avoid losing the long-planned deal to a sudden cancellation. The committee concluded the stated merger value and ratio followed the statutory method and found no sign it was set to favor the controlling shareholder or was otherwise unfair. The outside legal expert also reported on compliance with required procedures [checklist: board resolution, Commercial Act Art. 522, completed April 13, 2026, no objection; interested-director voting limit, Art. 391, completed, no objection; self-dealing restriction, Art. 398, reviewed, no objection; statutory merger-agreement content, Art. 523, satisfied, no objection; shareholders'-meeting special resolution, Art. 522(3), scheduled for July 31, 2026, no objection; merger-decision disclosure, Capital Markets Act Art. 161, completed, no objection; material-event report, Enforcement Decree Art. 171, completed, no objection; securities registration statement, Capital Markets Act Art. 119, completed, amendment to be filed, no objection; board-opinion disclosure, Enforcement Decree Art. 176-5(6), completed, no objection], deferring final judgment on the affiliate-merger conflict-of-interest question to the 3rd meeting. The committee also compared alternatives, a business transfer; a split followed by merger; a share swap/transfer; and business cooperation without a merger, against the merger, finding each alternative unsuitable for reasons including cash outflow and transfer uncertainty (business transfer), the risk to Eco Volt's continued existence from a required split (split-then-merger), minority-squeeze-out concerns and the same conflict structure (share swap/transfer), and the benefit of Eco Volt's cash flowing only to RFtech (cooperation without a merger), and concluded the merger remained the most suitable option. 3rd meeting and final opinion, June 19, 2026, 14:00-16:00, Yeoyul Law Office (chair attending remotely); same attendees; the committee reviewed Jeongdong's final valuation (unchanged from the 2nd meeting: ratio range 1:0.4002849-1:0.4892949, confirming the statutory ratio 1:0.4053487 as adequate) and Baker McKenzie's final legal opinion, concluding the merger's purpose was legitimate given Eco Volt's situation and RFtech's technology/business prospects and the expected synergy, and that required Commercial Act/Capital Markets Act procedures had been and would be followed. The committee's final conclusion: the merger's purpose is legitimate given Eco Volt's business and management circumstances and expected synergy; its terms are fair under the intrinsic-value appraisal; its procedures comply with and will continue to comply with the Commercial Act and Capital Markets Act; and it serves the whole-company and shareholder interest rather than the controlling shareholder's, making it the best available option among alternatives. The committee reported these conclusions to Eco Volt's board on June 23, 2026, and the Eco Volt board accepted them in full on June 24, 2026, without rejecting or partially accepting any part.

Post-hoc retention of outside experts: neither company retained outside experts before its board resolution, for the reasons above (the merger value was already fixed by the statutory market-price method, and both boards judged speed served shareholders better); after the special committees' 1st meetings, however, both boards accepted the committees' recommendation to retain independent outside financial and legal experts to verify the merger ratio/value and legal risk after the fact. RFtech's outside experts: financial expert Yichon Accounting Corp. and legal expert Shin & Kim, both engaged June 9, 2026 for a June 9-19, 2026 engagement, for KRW 20 million (Shin & Kim) and KRW 40 million (Yichon) in fees respectively. Both passed RFtech's special committee's independence checklist (not RFtech's auditor in the past 3 years; no other advisory work material to RFtech's revenue or creating a structural conflict; no personnel overlap with RFtech; no shareholding in RFtech; no success-fee tied to the deal's outcome; no fee or benefit expected from the counterparty) and expertise checklist (sufficient valuation experience in listed-company combinations and multiple valuation methodologies for Yichon; sufficient Capital Markets Act/Commercial Act governance-reorganization advisory experience and minority-shareholder-dispute expertise for Shin & Kim, with qualified, experienced lead staff for both). Eco Volt's outside experts: financial expert Jeongdong Accounting Corp. (engaged June 8, 2026, for a June 8-19, 2026 engagement, fee KRW 25 million) and legal expert Baker McKenzie & KL Partners (engaged June 4, 2026, for a June 4-19, 2026 engagement, fee KRW 20 million). Both passed the same form of independence and expertise checklists described above. Yichon's activity log for RFtech: by June 9, 2026, received and reviewed company materials (merger agreement, legitimacy analyses, ratio/appraisal-price calculation materials); June 11, interviewed business-plan and finance staff and requested further materials; June 15, reviewed the draft intrinsic-value appraisal and key assumptions (WACC, perpetual growth rate, peer group); June 18, finalized the valuation report and reported to the committee. Staffing: 3 people (1 lead partner, 2 accountants); 216 total hours; not legally required as an external evaluation. Key assumptions: valuation date December 31, 2025; K-IFRS audited/reviewed consolidated financial statements; WACC 11.4% (RFtech) / 11.6% (Eco Volt); risk-free rate 3.4% (10-year government bond yield); market risk premium 8.0% (midpoint of the Korean Institute of CPAs' 7-9% recommended range); size premium 4.0% (KICPA's recommended micro-cap level); cost of debt 9.8% (RFtech, BBB- 5-year public unsecured bond yield) / 8.5% (Eco Volt, BBB0 5-year public unsecured bond yield); tax rate 24.2% (RFtech) / 22% (Eco Volt); macro indicators from the Economist Intelligence Unit's GDP-growth and producer/wage-inflation forecasts. Yichon applied the statutory intrinsic-value method (a 1:1.5 weighted average of asset value and earnings value under the Enforcement Rule on Issuance and Disclosure of Securities, Articles 4-8), finding DCF earnings value the most suitable given the companies' going-concern nature, even though no external-evaluation obligation applied since the merger value is set by market price under Enforcement Decree Article 176-5(1)(1); it reviewed whether that market-price ratio fell within the intrinsic-value range. Result: market-price basis, RFtech KRW 1,907/share, Eco Volt KRW 773/share, ratio 1:0.4053487 (based on the 1-month, 1-week and latest-day volume-weighted average closing prices before the April 13, 2026 board date); intrinsic-value basis, RFtech KRW 4,922-5,692 (asset value 5,082; earnings value 4,815-6,098), Eco Volt KRW 2,223-2,313 (asset value 2,843; earnings value 1,810-1,959), ratio range 1:0.3906541-1:0.4699142, using WACC of 11.37% (RFtech) and 11.59% (Eco Volt) (figures as stated in the filing, which differ slightly from the 11.4%/11.6% given as the key assumptions above) and a common 1.0% perpetual growth rate. Conclusion: the market-price ratio (1:0.4053487) falls within the intrinsic-value range (1:0.3906541-1:0.4699142), confirming the ratio is a reasonable, adequate outcome for both companies and all shareholders. Jeongdong's activity log for Eco Volt: by June 8, 2026, received and reviewed company materials; June 15, reviewed the draft intrinsic-value appraisal and reported preliminary feedback on key assumptions to the committee; June 19, finalized the valuation report and reported to the committee. Staffing: 3 people (1 lead partner, 2 accountants); 208 total hours; not legally required. Key assumptions: valuation date December 31, 2025; same K-IFRS basis; WACC 11.5% (RFtech) / 11.6% (Eco Volt); risk-free rate 3.4%; market risk premium 8.0%; size premium 4.0%; cost of debt 9.8% (RFtech) / 8.5% (Eco Volt); tax rate: effective rate by statutory tax bracket; same EIU macro-indicator basis (consumer/producer-price and wage inflation). Jeongdong applied the same intrinsic-value method for the same reasons. Result: market-price basis, RFtech KRW 1,907/share, Eco Volt KRW 773/share, ratio 1:0.4053487; intrinsic-value basis, RFtech KRW 4,626-5,423 (asset value 5,082; earnings value, given in the filing in this section as KRW 4,626-5,423, though the same report's summary table above gives RFtech's earnings value as KRW 4,322-5,650, kept here as stated in the filing), Eco Volt KRW 2,171-2,264 (asset value 2,843; earnings value KRW 1,722-1,877, though the same report's summary table above gives Eco Volt's intrinsic value as KRW 2,168-2,263 and earnings value as KRW 1,718-1,876, again kept here as stated in the filing), ratio range 1:0.4002849-1:0.4892949, using WACC of 11.49% (RFtech) and 11.70% (Eco Volt) (as stated in the filing, differing slightly from the 11.5%/11.6% given above) and a common 1.0% perpetual growth rate. Conclusion: the market-price ratio (1:0.4053487) falls within the intrinsic-value range (1:0.4002849-1:0.4892949), confirming the ratio is reasonable and adequate for both companies and all shareholders.

Shin & Kim's legal opinion for RFtech (summary): on purpose, Shin & Kim noted RFtech's 5G-module revenue was only about 2.7% of total revenue in Q1 2026, so RFtech needs real investment capacity to execute its stated shift to a 5G-infrastructure-module business, and faces declining revenue, continuing operating losses, growing accumulated deficit and a liquidity shortfall; the merger lets RFtech take over Eco Volt's roughly KRW 86 billion in cash to fund that shift, use it to fully repay roughly KRW 21 billion of borrowings (saving several billion won a year in interest) and use the remainder for growth investment or shareholder-friendly measures, and lets RFtech draw on Eco Volt management's experience as a former first-tier Samsung Electronics vendor and realize savings from relocating RFtech's Yongin plant equipment and staff into Eco Volt's Asan site (potentially freeing further cash from a Yongin-plant sale), on balance supporting the merger's business necessity. On fairness of terms, Shin & Kim noted the structural conflict risk whenever a common controlling shareholder holds stakes in both merging companies, and reviewed the Capital Markets Act's market-price-based merger-value method and relevant Supreme Court precedent (Supreme Court Decisions 2007Da64136 of January 10, 2008 and 2005Da22701, 2005Da22718 of April 23, 2009) holding that a merger ratio set by the statutory method is not voidable as grossly unfair absent evidence of false data or baseless projections; it flagged that RFtech's share price rose sharply shortly before the April 13, 2026 board date, which could have made the ratio timing-sensitive, but concluded that reflecting a likely abnormal, temporary price spike in the ratio could itself have raised fairness concerns, especially given Osung Advanced Materials' larger direct/indirect stake in RFtech than in Eco Volt, and found the board's decision to resolve promptly - before further price moves could taint the ratio - was itself a reasonable fairness safeguard, further supported by both companies' use of independent outside appraisers (Yichon and Jeongdong); Shin & Kim also flagged a pending Capital Markets Act amendment, passed by the National Assembly's National Policy Committee on May 14, 2026, that would extend fair-value-based (rather than market-price-based) merger pricing to affiliate mergers between listed companies, but concluded RFtech's choice not to delay the merger pending that amendment was not itself a breach of duty. On procedure, Shin & Kim reviewed the post-hoc special committee against the Delaware "MFW" line of authority and the 2025 amendment to Delaware General Corporation Law Section 144 (which only requires special-committee/majority-of-the-minority conditions to be in place by the time shareholder approval is sought, not from the outset of negotiations), and against the ten independence criteria described above (no family, concurrent-position or financial ties to the controlling shareholder or its officers; no securities/debt dealings with the merging companies; no direct or indirect benefit from the merger closing; no compensation from the controlling shareholder in the past 3 years; and no other independence-impairing circumstance), concluding the committee, though formed after the original board resolution, could still be viewed as a valid fairness-enhancing procedural safeguard, and that RFtech's directors were likely to be found to have satisfied their duty of loyalty. Baker McKenzie's legal opinion for Eco Volt (summary): on purpose, Baker McKenzie found no particular sign the merger favored the controlling shareholder over minority shareholders, given Eco Volt's ample idle cash but shrinking core business, its roughly year-long search for a replacement growth business (RFtech being one of several candidates considered), and RFtech's established technology and business as the chosen partner. On fairness of terms, Baker McKenzie reviewed the director's-judgment standard under Commercial Act Article 382-3 and Supreme Court precedent (Supreme Court Decision 2015Da70044 of September 12, 2017) and the market-price-based ratio method and relevant case law (Supreme Court Decision 2007Da64136 of January 10, 2008; Seoul Central District Court Decision 2015Kahap80582 of July 1, 2015; and Seoul Central District Court Decision 2016Gahap510827 of October 19, 2017, the Samsung C&T/Cheil Industries merger case, and Supreme Court Decision 2008Ma264 of October 13, 2011, on market-price reliability), finding no evidence of market manipulation or unfair trading behind the ratio, and judging the board's decision to move its approval date earlier - given the risk that RFtech's abnormal share-price surge would otherwise keep shrinking the new shares Eco Volt's shareholders would receive - to be a reasonable, shareholder-protective decision rather than evidence of controlling-shareholder control (noting that proceeding on the originally planned date of April 15, 2026 would actually have raised, not lowered, the controlling shareholder's resulting stake, undercutting any inference that the earlier date was engineered to benefit it). On procedure, Baker McKenzie confirmed, citing Korea's DART disclosure system, that Eco Volt's board approved the merger agreement on April 13, 2026 (with inside director Cho Kyung-sook's voting rights restricted under Commercial Act Articles 391(3)/368(3) and Article 398, given her concurrent role as RFtech's CEO), that the companies signed the merger agreement the same day with the statutory content required by Commercial Act Article 523, that Eco Volt filed its material event report on April 14, 2026 and an amended version on June 11, 2026, that its special committee (first convened May 29, 2026, with this note dated "2025" in that one place in the filing) and its outside experts reviewed the deal, that a shareholders' special resolution is scheduled for July 31, 2026 under Commercial Act Article 522, and that the statutory creditor-objection notice period of August 1 - September 1, 2026 is planned under Commercial Act Article 527-5(1). Baker McKenzie's overall conclusion: Eco Volt's directors reasonably and in good faith analyzed the company's situation, RFtech's capability and business prospects, and the expected synergy, and decided the merger was in the interests of Eco Volt and its shareholders, with no indication minority-shareholder interests were disregarded in favor of the controlling shareholder; Baker McKenzie therefore judged Eco Volt's directors to have fulfilled their duty of loyalty, based solely on the materials provided to it without independent investigation.

Shareholder communication and protection plans. RFtech: before the shareholders' meeting, RFtech set up a formal channel, a Q&A function on its website (https://www.rftech.co.kr/), through which general shareholders (excluding the largest shareholder and its related parties) can raise concerns, questions, objections or suggestions about the merger; material comments warranting review are to be reported to the board or relevant department and reflected, as needed, in pre-meeting explanatory materials, disclosures or Q&A materials; RFtech also plans to introduce electronic voting for the merger-approval shareholders' meeting for shareholders unable to attend in person, and to send a shareholder letter and merger notice to rights holders determined as of June 30. Eco Volt: Eco Volt collects shareholder feedback by phone through its main company line and through an "inquiry" function under the IR menu of its website (https://ecovoltdynamics.co.kr), providing the same kind of formal channel for general shareholders (excluding the largest shareholder and its related parties) and the same escalation and electronic-voting/shareholder-letter plans as RFtech. Shareholder protection measures: both companies commit, after the securities registration statement takes effect, to (1) provide general shareholders full information about the merger's purpose, terms, ratio, post-merger effects and how to exercise shareholder rights, and (2) guide dissenting shareholders through the statutory procedure, period, method, purchase-price calculation and other considerations for exercising the appraisal right.

6. Overall conclusion. The merging companies state that they recognize this merger, as a transaction between affiliates, carries an inherent potential conflict of interest between shareholders, and that, to align with the fairness-enhancing measures suggested by the MOJ Guidelines, they established and operated special committees after the fact and retained outside experts to review the merger retroactively. Each special committee's members and each outside expert had no conflicting relationship with the merger's parties, the controlling shareholder or its related parties, and no compensation structure tied to the deal's outcome or a particular conclusion, so each is considered to have had sufficient independence, and sufficient legal, accounting/financial and managerial expertise, to review the merger's fairness and adequacy. The merging companies acknowledge the time-sequencing limitation that these fairness-enhancing measures were carried out only after the board resolutions, and describe their post-hoc committee and expert review as a supplementary fairness-enhancing measure; they state the committees' and experts' findings are fully disclosed in this securities registration statement and will be reflected, as appropriate, in detailed agenda explanations and other information provided to general shareholders at the upcoming shareholders' meeting. (Readers are referred to RFtech Co., Ltd.'s own securities registration statement, to be filed separately, for further detail.)

(condensed translation)

Filed2026-07-10, [Amended] Material event report (merger)
SourceDART rcept 20260710000238 → open original filing

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-07-10 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).