A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-04) →
What happened
Material Event Report (Decision on Merger of Companies) [Form 6-1] - Rftech Co., Ltd. Amendment Report (Notification), July 10, 2026
1. Disclosure document being amended: Material Event Report (Decision on Merger of Companies) 2. Original filing date of the disclosure document being amended: April 14, 2026
3. Amendment details
Item: 10. Merger schedule Reason for amendment: Schedule change
Before amendment: Notice-of-dissent receipt period: start date July 16, 2026; end date July 30, 2026 Scheduled date of shareholders' meeting: July 31, 2026 Appraisal-rights exercise period: start date July 31, 2026; end date August 20, 2026 Old share-certificate submission period: start date -; end date - Scheduled trading-suspension period: start date -; end date - Creditor-objection filing period: start date August 1, 2026; end date September 1, 2026 Merger effective date: September 2, 2026 Closing-report general meeting date: - Scheduled merger-registration date: September 10, 2026 Scheduled new-share-certificate delivery date: - Scheduled listing date of new shares: September 23, 2026
After amendment: Notice-of-dissent receipt period: start date August 4, 2026; end date August 18, 2026 Scheduled date of shareholders' meeting: August 19, 2026 Appraisal-rights exercise period: start date August 19, 2026; end date September 9, 2026 Old share-certificate submission period: start date -; end date - Scheduled trading-suspension period: start date -; end date - Creditor-objection filing period: start date August 20, 2026; end date September 21, 2026 Merger effective date: September 22, 2026 Closing-report general meeting date: - Scheduled merger-registration date: September 30, 2026 Scheduled new-share-certificate delivery date: - Scheduled listing date of new shares: October 13, 2026
Item: 13. Matters concerning appraisal (share-purchase) rights - exercise procedure, method, period, and location Reason for amendment: Schedule change
Before amendment: (a) Method of indicating dissent. Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act (FSCMA), a shareholder recorded in the shareholders' register of a merging company as of the record date (June 30, 2026) (under FSCMA Article 165-5, appraisal rights are granted only to a shareholder who can prove it acquired the shares by the date the merging company's board resolution on this merger was disclosed (April 13, 2026), or who can prove that, by the business day following the day the board resolution was disclosed (April 14, 2025 (as stated in the filing)), it had (i) entered into a sale-and-purchase contract for the shares, (ii) terminated a loan-for-consumption contract for the shares, or (iii) undertaken some other legal act to acquire the shares, and who continues to hold the shares through the date of exercising appraisal rights) must notify the Company in writing, before the shareholders' meeting, of its dissent to the board resolution on the merger. However, a beneficial shareholder whose share certificates are held in custody by a securities company (financial investment business operator) must notify that securities company instead. The notice of dissent must be given no later than 3 business days before the shareholders' meeting (July 28, 2026). The securities company must collect the beneficial shareholders' notices of dissent and notify the Korea Securities Depository (KSD), the depository institution, no later than 2 business days before the meeting (July 29, 2026). KSD must then notify the Company of the dissent on behalf of the beneficial shareholders no later than 1 business day before the meeting (July 30, 2026). (b) Method of requesting purchase. Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder who has notified the Company in writing before the shareholders' meeting of its dissent to the board resolution on the merger may, within 20 days from the date of the meeting's resolution, request in writing (stating the class and number of shares) that the Company purchase all or part of the shares it owns. A beneficial shareholder whose share certificates are held in custody by a financial company (financial investment business operator) may instead request the purchase of its own shares by completing an appraisal-rights exercise request form for the number of shares held in custody at that securities company and submitting it to that securities company. If the beneficial shareholder requests the purchase from the securities company no later than 2 business days before the end of the appraisal-rights request period (July 29, 2026), KSD, the depository institution, will file the request on the beneficial shareholder's behalf. (c) Filing location: Rftech Co., Ltd. (surviving company) - 60 Jugyang-daero 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do; Ecovolt Co., Ltd. (dissolved company) - 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do. (d) Request period: Notice-of-dissent receipt period: July 16, 2026 - July 30, 2026. Scheduled shareholders' meeting date: July 31, 2026. Appraisal-rights exercise period: July 31, 2026 - August 20, 2026.
After amendment: (a) Method of indicating dissent. Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder recorded in the shareholders' register of a merging company as of the record date (June 30, 2026) (under the same proof-of-acquisition conditions described above, referencing the board-resolution disclosure date of April 13, 2026 and the following business day of April 14, 2025 (as stated in the filing)) must notify the Company in writing, before the shareholders' meeting, of its dissent to the board resolution on the merger; a beneficial shareholder must instead notify its securities company. The notice of dissent must be given no later than 3 business days before the meeting (August 14, 2026). The securities company must notify KSD no later than 2 business days before the meeting (August 17, 2026). KSD must notify the Company on behalf of beneficial shareholders no later than 1 business day before the meeting (August 18, 2026). (b) Method of requesting purchase. Same statutory basis (Commercial Act Article 522-3; FSCMA Article 165-5): a dissenting shareholder may request purchase in writing within 20 days of the resolution date; a beneficial shareholder requests through its securities company. If the beneficial shareholder requests the purchase no later than 2 business days before the end of the request period (September 7, 2026), KSD will file the request on its behalf. (c) Filing location: Rftech Co., Ltd. (surviving company) - 60 Jugyang-daero 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do; Ecovolt Co., Ltd. (dissolved company) - 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do. (d) Request period: Notice-of-dissent receipt period: August 4, 2026 - August 18, 2026. Scheduled shareholders' meeting date: August 19, 2026. Appraisal-rights exercise period: August 19, 2026 - September 9, 2026.
Item: 13. Matters concerning appraisal rights - expected payment timing and payment method Reason for amendment: Schedule change
Before amendment: (a) Payment method: For a special shareholder (formerly "registered shareholder"), payment will be wired to the bank account the shareholder has registered. For a general shareholder (formerly "beneficial shareholder") whose shares are held in custody by a securities company, payment will be wired to that shareholder's own account at the securities company. (b) Expected payment timing: The scheduled dates for payment of the appraisal-rights purchase price are: Rftech Co., Ltd. - September 1, 2026; Ecovolt Co., Ltd. - September 1, 2026. The above expected payment timing may change depending on circumstances affecting the merging companies.
After amendment: (a) Payment method: unchanged (special shareholder - bank account on file; general shareholder - own account at the securities company). (b) Expected payment timing: Rftech Co., Ltd. - September 21, 2026; Ecovolt Co., Ltd. - September 21, 2026. Subject to change depending on circumstances affecting the merging companies.
Item: 18. Other matters material to investment decisions Reason for amendment: Schedule change
Before amendment: (f) The closing-report general meeting referred to in "10. Merger schedule" above is, pursuant to Article 526(3) of the Commercial Act, replaced by a board resolution and public notice procedure dated September 2, 2026.
After amendment: (f) The closing-report general meeting referred to in "10. Merger schedule" above is, pursuant to Article 526(3) of the Commercial Act, replaced by a board resolution and public notice procedure dated September 22, 2026.
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Material Event Report / Matter Subject to Mandatory Exchange Disclosure To: Financial Services Commission / Korea Exchange July 10, 2026 Company Name: Rftech Co., Ltd. Representative Director: Cho Kyung-sook Head Office Address: 60 Jugyang-daero 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do (Phone) 070-5126-0139 (Website) http://www.rftech.co.kr Preparer: (Title) Disclosure Officer (Name) Go Dae-ui (Phone) 070-5126-0139
DECISION ON MERGER OF COMPANIES
1. Method of merger Rftech Co., Ltd. absorbs and merges with Ecovolt Co., Ltd. - Surviving company: Rftech Co., Ltd. - Dissolved company: Ecovolt Co., Ltd. * Trade name of the surviving company after the merger: Rftech Co., Ltd. - Merger type: Not applicable
2. Purpose of the merger Through this merger, the Company plans to address the high customer-concentration and downstream-industry volatility risk currently facing its core mobile-phone component business by concentrating on developing 5G communication technology for AI applications, building a full line-up of 5G antennas and filters, and entering mass production of RU filters, growing these into the Company's future core-competency business. The funds secured through the merger will enable stable R&D and the production of high-value-added products without the need for external borrowing, thereby enhancing the Company's long-term value.
3. Material effects and impact of the merger
1) Effect on management of the Company In this merger, the surviving company is Rftech Co., Ltd. and the dissolved company is Ecovolt Co., Ltd.; Rftech Co., Ltd. absorbs Ecovolt Co., Ltd., which is thereby dissolved. As of the securities-registration-statement filing date, the largest shareholder of Rftech Co., Ltd. (the surviving company) is Osung Advanced Materials Co., Ltd., holding a 30.46% stake, and the combined stake of the largest shareholder and related parties is 39.95%. The largest shareholder of Ecovolt Co., Ltd. (the dissolved company) is likewise Osung Advanced Materials Co., Ltd., holding a 29.89% stake, with the combined stake of the largest shareholder and related parties at 29.94%. Following completion of this merger, the largest shareholder's stake in Rftech Co., Ltd. (the surviving company) 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 change to 36.82%.
2) Effect on the Company's finances Rftech Co., Ltd., which operates the IT mobile-component and telecommunications-equipment business, is to merge with Ecovolt Co., Ltd., which operates the business of manufacturing automotive lighting modules and components. The merging companies expect cost savings through integrated restructuring of their IT and automotive-component businesses, and expect that unifying the business entity will improve management efficiency and support growth in scale. Amid stagnation in the smartphone end-market and a rapidly changing mobility-industry environment, cost competitiveness through economies of scale and advanced technological capability are essential for survival in the component business. This merger is expected to go beyond a simple increase in scale by integrating the two companies' dispersed major overseas production bases (including in Vietnam), personnel, and technical resources, eliminating duplicate costs and improving operating efficiency. In the short term, the companies expect to reduce annual fixed operating costs by consolidating similar component-manufacturing processes and duplicate resources, and to achieve an immediate financial effect by lowering the cost-of-sales ratio through joint purchasing of raw and subsidiary materials, leveraging the combined entity's negotiating power. In addition, unifying administrative organizations is expected to improve general administrative-cost efficiency and overall profit structure. Specifically, after completion of this merger, the companies plan to consolidate their domestic business sites: Rftech Co., Ltd.'s Yongin plant's equipment and personnel will be relocated to Ecovolt Co., Ltd.'s Asan site, achieving efficiency in plant facilities and organizational operation; Rftech Co., Ltd. is also expected to secure cash-equivalent assets through the sale of its Yongin plant. As for overseas sites, Ecovolt Co., Ltd.'s subsidiary SF INNOTEK VINA CO.,LTD, located in Vietnam, is currently in the process of selling its business site; consolidating major overseas production entities is expected to immediately eliminate duplicate costs and improve operating efficiency, and proceeds from the sale of the local subsidiary are expected to be available for reinvestment. In the mid-to-long term, by leveraging integrated R&D resources and a more stable financial base, the companies plan to expand investment in next-generation communication-technology development, build high-value-added business capability, and solidify a foundation for sustainable growth in scale. Specifically, the next-generation communication technology Rftech Co., Ltd. intends to pursue after completion of this merger is RF modules for wireless-communication infrastructure that handle the increase in network traffic driven by the spread of AI services. AI services require low-latency, high-capacity, highly reliable wireless networks for large-data transmission, real-time inference, edge computing, industrial automation, and autonomous driving/robotics/smart factories, which is increasing demand for base-station antennas, Beamforming capability (Massive MIMO antennas), filters, and RF front-end performance. Rftech Co., Ltd. therefore plans to concentrate its technology-development investment on supplying 5G Advanced/6G wireless-communication infrastructure components that enable the spread of AI services. While this is expected to increase R&D headcount and cost, it is expected to have a positive effect on the Company's revenue growth and profitability improvement by successfully entering high-value-added businesses. Accordingly, this merger is expected to have a positive effect on the merging companies' mid-to-long-term financial structure, revenue, and profitability.
4. Merger ratio Rftech Co., Ltd. : Ecovolt Co., Ltd. = 1 : 0.2027268 The reference share price for the merger ratio was calculated by taking the simple average of the volume-weighted arithmetic-average closing price over the most recent one month, the volume-weighted arithmetic-average closing price over the most recent one week, and the most recent day's closing price, as of the day before the board resolution date, and then reflecting Rftech Co., Ltd.'s par-value consolidation and Ecovolt Co., Ltd.'s stock split and no-consideration capital reduction, which have since been completed, to arrive at the final merger value and merger ratio. (Where the dissolved company in a merger is a special-purpose acquisition company, the ratio is instead the multiple of the merger new shares' reference listing-day price relative to the special-purpose acquisition company's closing price on its last trading day - not applicable here.)
5. Basis for calculating the merger ratio Because both Rftech Co., Ltd. and Ecovolt Co., Ltd. are listed on KOSDAQ, the reference share price for common shares was calculated pursuant to Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the FSCMA, and the merger ratio was then calculated using, as the final merger value, the amount after reflecting the surviving company's par-value consolidation (par value KRW 500 -> KRW 2,500) and the dissolved company's stock split (par value KRW 1,000 -> KRW 500) and no-consideration capital reduction (reduction ratio: 80.0%).
(a) Merger value of Rftech Co., Ltd.'s common shares The reference market price for the common shares of Rftech Co., Ltd., a KOSDAQ-listed company, was calculated under Article 176-5 of the Enforcement Decree of the FSCMA by taking, as the base date, the day before the earlier of the board resolution date for the merger (April 13, 2026) and the date the merger agreement was executed (April 13, 2026) - i.e., April 12, 2026 - and then taking the simple average of the volume-weighted arithmetic-average closing price over the most recent one month, the volume-weighted arithmetic-average closing price over the most recent one week, and the most recent day's closing price. This reference price was then adjusted to reflect Rftech Co., Ltd.'s subsequently completed par-value consolidation (par value KRW 500 -> KRW 2,500), and the resulting figure was set as the final merger value. No premium or discount was applied to the arithmetic-average value in determining the merger value. - 1-month volume-weighted average closing price (March 13, 2026 - April 12, 2026): KRW 1,819 - 1-week volume-weighted average closing price (April 6, 2026 - April 12, 2026): KRW 1,892 - Most recent closing price (April 10, 2026): KRW 2,010 - Rftech Co., Ltd. reference share price: KRW 1,907 - Reference price after reflecting par-value consolidation: KRW 9,535 - Merger value: KRW 9,535
(b) Merger value of Ecovolt Co., Ltd.'s common shares (dissolved company) The reference market price for the common shares of Ecovolt Co., Ltd., a KOSDAQ-listed company, was likewise calculated under Article 176-5 of the Enforcement Decree of the FSCMA using April 12, 2026 as the base date (the day before the earlier of the board resolution date of April 13, 2026 and the merger-agreement execution date of April 13, 2026), as the simple average of the 1-month volume-weighted average closing price, the 1-week volume-weighted average closing price, and the most recent closing price. This reference price was then adjusted to reflect Ecovolt Co., Ltd.'s subsequently completed stock split (par value KRW 1,000 -> KRW 500) and no-consideration capital reduction (reduction ratio: 80.0%), and the resulting figure was set as the final merger value. No premium or discount was applied to the arithmetic-average value. - 1-month volume-weighted average closing price (March 13, 2026 - April 12, 2026): KRW 788 - 1-week volume-weighted average closing price (April 6, 2026 - April 12, 2026): KRW 766 - Most recent closing price (April 10, 2026): KRW 766 - Ecovolt Co., Ltd. reference share price: KRW 766 - Reference price after reflecting stock split: KRW 386.5 - Reference price after reflecting no-consideration capital reduction: KRW 1,932.5 - Ecovolt Co., Ltd. merger value: KRW 1,933
Accordingly, the merger ratio was determined to be 1 : 0.2027268 (Rftech Co., Ltd. : Ecovolt Co., Ltd.). - Corporate value of the surviving company: not applicable (standard price-based method used) - of the dissolved company: not applicable -
6. External valuation Whether an external valuation was obtained: Not applicable Basis and reason: Because this is a merger between companies both listed on KOSDAQ, the merger value was calculated pursuant to Article 165-4 of the FSCMA and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree, and the merger ratio was derived from that value; accordingly, an opinion from an external valuation institution is not required. Name of external valuation institution: - ; External valuation period: - ; External valuation opinion: -
7. Class and number of new merger shares Common shares: 4,111,636 shares Special classes of shares: none
8. Merger counterparty Company name: Ecovolt Co., Ltd. Principal business: manufacture of new automotive parts Relationship with the Company: affiliate Financial details for the most recent fiscal year (KRW): Total assets: 253,843,277,165 Capital stock: 70,784,607,000 Total liabilities: 37,215,797,837 Revenue: 217,426,570,735 Total equity: 216,627,479,328 Net income: -24,908,902,623 External audit: performed; Auditor: Taeil Accounting Corporation; Audit opinion: unqualified (Fields applicable only where the dissolved company is a special-purpose acquisition company - not applicable here): Representative director: - ; Date of incorporation: - ; Head office address: - ; Expected securities-registration-statement filing date: -
9. Newly incorporated merger company Company name: - Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - Newly incorporated business segment's most recent-year revenue (KRW): -; Principal business: - Whether a re-listing application will be filed: Not applicable
10. Merger schedule Merger agreement date: April 13, 2026 Record date for determining shareholders: June 30, 2026 Shareholders'-register closure period: start date -; end date - Notice-of-dissent receipt period: start date August 4, 2026; end date August 18, 2026 Scheduled date of shareholders' meeting: August 19, 2026 Appraisal-rights exercise period: start date August 19, 2026; end date September 9, 2026 Old share-certificate submission period: start date -; end date - Scheduled trading-suspension period: start date -; end date - Creditor-objection filing period: start date August 20, 2026; end date September 21, 2026 Merger effective date: September 22, 2026 Closing-report general meeting date: - Scheduled merger-registration date: September 30, 2026 Scheduled new-share-certificate delivery date: - Scheduled listing date of new shares: October 13, 2026
11. Whether this constitutes a backdoor listing: No 12. Whether another company's backdoor-listing requirements are met: Not applicable
13. Matters concerning appraisal (share-purchase) rights
Exercise requirements: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder recorded in the shareholders' register as of the record date who notified the relevant company in writing, no later than the day before the shareholders' meeting resolution, of its dissent to the board resolution on the merger may, within 20 days from the date of that resolution, request in writing (stating the class and number of shares) that the company purchase its shares; a request for purchase of only part of the shares held is also permitted. However, under Article 165-5, Paragraph 1 of the FSCMA and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only where the shareholder can prove it acquired the shares before the merging company's board resolution was publicly disclosed, or can prove that, by the business day following the disclosure date, it had (i) entered into a sale-and-purchase contract for the shares, (ii) terminated a loan-for-consumption contract for the shares, or (iii) undertaken some other legal act to acquire the shares, and continued to hold those shares through the date the right is exercised; shares sold and reacquired within that period lose eligibility for appraisal rights, and once exercised, the right may not be withdrawn. In addition, a shareholder who gave prior written notice of dissent to the board resolution on the merger but then voted in favor of the merger at the shareholders' meeting may not exercise appraisal rights. Because both merging companies are listed, pursuant to Article 165-5, Paragraph 2 of the FSCMA, they must purchase the relevant shares within 1 month from the date the appraisal-rights exercise period ends.
Expected purchase price: KRW 9,325
Exercise procedure, method, period, and location: (as amended above) notice of dissent due by August 14, 2026 (3 business days before the meeting); relayed to KSD by August 17, 2026 (2 business days before); KSD notifies the Company by August 18, 2026 (1 business day before); dissenting shareholders may request purchase in writing within 20 days of the resolution date, with beneficial shareholders routing requests through their securities company no later than September 7, 2026 (2 business days before the end of the request period), after which KSD files on their behalf. Filing locations: Rftech Co., Ltd. (surviving company) - 60 Jugyang-daero 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do; Ecovolt Co., Ltd. (dissolved company) - 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do. Request period: notice-of-dissent receipt period August 4, 2026 - August 18, 2026; scheduled shareholders' meeting date August 19, 2026; appraisal-rights exercise period August 19, 2026 - September 9, 2026.
Expected payment timing and payment method: (as amended above) payment to a special shareholder's registered bank account, or to a general shareholder's own securities-company account; expected payment date for both Rftech Co., Ltd. and Ecovolt Co., Ltd. is September 21, 2026, subject to change depending on the merging companies' circumstances.
Matters concerning limitations on appraisal rights: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder who dissents from the board resolution on the merger and gives the company written notice of dissent before the shareholders' meeting may, within 20 days from the date of the meeting's resolution, request in writing (stating the class and number of shares) that the relevant company purchase the shares it owns. However, shares sold and then reacquired within that period lose eligibility for appraisal rights, and once the right is exercised it may not be withdrawn without the company's consent. In addition, a shareholder who gave prior written notice of dissent but then voted in favor of the merger at the shareholders' meeting may not exercise appraisal rights.
Effect on the merger agreement: If, as a result of dissenting shareholders exercising appraisal rights, the aggregate value of shares as to which appraisal rights were exercised against Rftech Co., Ltd. and Ecovolt Co., Ltd. exceeds KRW 15,000,000,000 (fifteen billion won), the merger agreement may be terminated by either Rftech Co., Ltd. or Ecovolt Co., Ltd.
14. Board resolution date (decision date): April 13, 2026 Outside-director attendance: present (number) 1; absent (number) - Attendance of the audit committee member who is not an outside director (statutory auditor): present
15. Whether a put-option or similar contract was entered into: No; Contract details: -
16. Whether a securities registration statement must be filed: Yes Reason, if exempt from filing: -
17. Future plans for restructuring the Company As of the filing date of this Material Event Report, no decisions have been finalized regarding future restructuring of the Company. However, after completion of this merger, Rftech Co., Ltd. plans to invest in developing technology related to AI-oriented modules and the 5G Advanced/6G business, which is expected to change the composition of its R&D organization.
Rftech Co., Ltd. is currently developing, as its core product line-up, 5G base-station antennas (AU), integrated antenna-filter modules (AFU), Micro Filters, and Macro/RU Filters, and has built design, verification, and mass-production capability based on its experience with Samsung Electronics' 5G antenna and filter business. A particular technical strength is its co-design capability - optimizing antennas and filters together inside Massive MIMO equipment rather than developing them as separate, independent components. Rftech Co., Ltd. also has experience verifying and mass-producing Massive MIMO antennas, AU/AFU, Phase Shifters, and Beamforming performance in the 5G antenna field. In the filter field, since entering the 5G filter market in 2024, it has been expanding its business around Micro Filters and RU Filters, and has secured design and manufacturing technology across Sheet Metal structures, Air-strip structures, Small Filters, and Macro/RU Filters. It also supports customer requirements using RF design tools, PIM measurement, antenna radiation-performance measurement, and reliability-testing equipment for temperature/humidity, vibration, and shock.
Core technologies Rftech Co., Ltd. must develop going forward to address 5G Advanced and 6G include: (1) multi-band antenna and filter technology supporting multiple bands such as n25/n66 and n3/n1/n7; (2) higher-order Massive MIMO antenna technology beyond the existing 32T32R and 64T64R; (3) high-frequency, low-loss RF design technology for new frequency bands such as n104 and FR3 and for 6G-leading frequencies; (4) Sheet Metal Resonator, Air-strip, and Monolithic Filter structural technology to reduce filter thickness, weight, loss, and cost; and (5) AFU/integrated RF-module design technology that jointly optimizes antenna, filter, mechanism, heat dissipation, and RF interface. Because price competitiveness and mass-production stability will matter as much as performance in the post-5G-Advanced market, Rftech Co., Ltd. also plans to advance manufacturing-automation and process-simplification technologies such as SMT, assembly, PIM measurement, filter tuning, and visual inspection, which are expected to directly improve yield, reduce cost, and speed customer response.
In sum, Rftech Co., Ltd. has already secured a design/verification/mass-production base for 5G base-station antennas and filters, and plans to progressively strengthen its 5G Advanced and 6G capability around multi-band, higher-order Massive MIMO, FR3/n104, low-loss/lightweight filters, and integrated antenna-filter module technology, which is assessed as the Company's core technology-development direction for addressing growing data traffic and communication-infrastructure demand driven by the spread of AI services.
Rftech Co., Ltd.'s technology-development schedule for its 5G/5G Advanced/6G RF-module business is as follows (Year - Direction - Key contents): - 2026: Build out 5G product line-up and enter mass production - expand mass production of AU/AFU for Samsung Electronics, enter mass production of RU Filters, stabilize development of Micro Filters and Macro/RU Filters, build an antenna/filter development base to serve global customers such as Ericsson. - 2027: Transition the full 5G product line-up to mass production and prepare 5G Advanced technology - transition AU/AFU, Micro Filter, and RU Filter to mass production across the line-up; develop multi-band antennas/filters; secure technology for FDD bands such as n25/n66 and n3/n1/n7; develop cost-reduced filter structures. - 2028: Pursue 5G Advanced technology in earnest - advance higher-order Massive MIMO antennas, high-isolation/low-loss antenna elements, and Sheet Metal Resonator/Air-strip/Monolithic Filter structures; apply lightweighting, thinning, and process-simplification technology. - 2029: Prepare leading-edge 6G technology and expand joint development with customers - develop antennas/filters in advance for new bands such as n104 and FR3; develop high-frequency low-loss materials and structures; advance integrated antenna-filter AFU design; review next-generation RF structures with Tier-1 customers. - 2030: Secure RF-module technology for early 6G - address candidate 6G frequencies and highly integrated RF structures; review 128T/256T-class higher-order Massive MIMO; secure ultra-high-frequency, highly integrated antenna-filter integrated-module technology; build a foundation for early 6G commercialization.
In the near term the schedule focuses on building a full 5G antenna/filter line-up and stabilizing mass production; in the medium term on securing 5G Advanced technology; and in the long term on expanding into leading-edge 6G frequencies and highly integrated RF-module technology. Overall, Rftech Co., Ltd.'s technology-development schedule targets: entry into 5G mass production in 2026, transition of the full product line-up to mass production in 2027, full-scale 5G Advanced technology in 2028, preparation of leading-edge 6G technology in 2029, and securing early 6G response technology in 2030, with the goal of growing into an RF-module specialist addressing increasing data traffic and communication-infrastructure demand from the spread of AI services. Development of the surviving company's new business is generally conducted by winning research assignments from customers such as Samsung Electronics and Ericsson and then developing customized models tailored to those customers' and global carriers' technical requirements, so the R&D timeline can vary with the nature and difficulty of each assignment. To address this project-based development model, the surviving company plans to build up core R&D personnel and equipment to support smooth project execution and timely new-product launch.
The surviving company's spending plan for pursuing its new business is as follows (Unit: KRW 100 million, %): - 2026: estimated RF-communications-business revenue 119; new-business spending - R&D 27, facility investment 109, total 136; ratio to estimated revenue 114.21%; R&D goal: pre-mass-production customer qualification and approval (QPA) and development verification for 5G products; major investment items: anechoic chamber, PDM, beamformer, CST/AWR/ANSYS, etc. - 2027: estimated revenue 228; R&D 29, facility investment 48, total 77; ratio 33.81%; goal: continued verification amid product-line expansion; investment items: mass-production jigs/fixtures, test fixtures, process-verification equipment, data-management enhancement. - 2028: estimated revenue 503; R&D 29, facility investment 58, total 87; ratio 17.31%; goal: mass-production stabilization and performance improvement; investment items: automated inspection, filter assembly/tuning auxiliary equipment, enhancement of customer-certification measurement. - 2029: estimated revenue 1,008; R&D 35, facility investment 65, total 100; ratio 9.92%; goal: responding to an increasing number of new models; investment items: customer-specific dedicated fixtures, test-line reinforcement, production-capacity scale-up. - 2030: estimated revenue 1,517; R&D 35, facility investment 57, total 92; ratio 6.07%; goal: winning leading-edge next-generation 5G+/6G-related research projects; investment items: RF test environment for preliminary 6G review, high-frequency/highly-integrated module verification equipment. (Source: provided by the surviving company)
As of the securities-registration-statement filing date, Rftech Co., Ltd.'s development organization totals 33 people: 13 in antenna development, 17 in filter development, and 3 in defense (DPT). By the end of 2026, the Company plans to add 3 antenna-development staff and 2 DPT staff to strengthen its 5G antenna/filter development and defense-project capability. From 2027, it plans to maintain an organization of about 17 in antenna, 17 in filter, and 6 in DPT; through 2028, it plans to maintain an RF development organization of roughly 40 people in total while transitioning the full 5G product line-up to mass production and developing 5G Advanced response technology. From 2029, in response to revenue growth, an increase in global-customer projects, and leading-edge 6G technology needs, it plans to expand and maintain the RF development organization at a total of about 50 people.
Expected headcount changes in the R&D organization under this technology-development schedule (Unit: persons) - Category: Current / 2026 / 2027 / 2028 / 2029 / 2030: - Antenna development: 13 / 16 / 17 / 17 / 20 / 20 - Filter development: 17 / 17 / 17 / 17 / 20 / 20 - DPT: 3 / 5 / 6 / 6 / 10 / 10 - RF total: 33 / 38 / 40 / 40 / 50 / 50 (Source: provided by the surviving company)
18. Other matters material to investment decisions
(a) Pursuant to Articles 522 and 434 of the Commercial Act, the shareholders'-meeting resolution approving the merger is a special resolution matter. Accordingly, if the extraordinary shareholders' meeting convened to approve this merger fails to obtain approval by at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares, the merger may fail to proceed.
(b) Other than cash paid in lieu of fractional shares arising from the allotment of new shares, no consideration of any kind will be paid to shareholders of the companies participating in this merger.
(c) The figure in "7. Class and number of new merger shares" above may change depending on the exercise of appraisal rights by Ecovolt Co., Ltd. shareholders entitled to an allotment of merger new shares, following approval of the merger agreement at the extraordinary shareholders' meeting. No merger new shares will be issued in respect of treasury shares that Ecovolt Co., Ltd. comes to hold as a result of its shareholders' exercise of appraisal rights.
(d) The most recent fiscal-year financial details of Ecovolt Co., Ltd. (the merger counterparty referred to in "8." above) are based on its consolidated financial statements as of the end of 2025.
(e) The schedule in "10. Merger schedule" above reflects the Company's expectations as of the filing date and may change depending on required regulatory approvals and consultation/approval processes with relevant authorities.
(f) The closing-report general meeting referred to in "10. Merger schedule" above is, pursuant to Article 526(3) of the Commercial Act, replaced by a board resolution and public-notice procedure dated September 22, 2026.
(g) The expected purchase price referred to in "13. Matters concerning appraisal rights" above is as follows. Article 165-5, Paragraph 3 of the FSCMA provides that the share-purchase price is to be determined by agreement between the shareholder and the relevant company; if no agreement is reached, the purchase price is to be the amount calculated, under Article 176-7, Paragraph 3 of the Enforcement Decree of the FSCMA, based on the trading price of the shares on the securities market prior to the board resolution date. However, if either the relevant company or the shareholder requesting purchase objects to that price, either may petition the court to determine the purchase price. The purchase prices proposed by the merging companies are: - Rftech Co., Ltd. (surviving company) - share purchase price (company's proposed price for negotiation): KRW 9,325 - Ecovolt Co., Ltd. (dissolved company) - share purchase price (company's proposed price for negotiation): KRW 1,968 (Note 1: Rftech Co., Ltd.'s proposed price reflects its completed par-value consolidation (par value KRW 500 -> KRW 2,500), applied to the reference price and used as the share purchase price. Note 2: Ecovolt Co., Ltd.'s proposed price reflects its completed stock split (par value KRW 1,000 -> KRW 500) and no-consideration capital reduction (reduction ratio: 80.0%), applied to the reference price and used as the share purchase price.)
Rftech Co., Ltd. common shares: - Company's proposed price for negotiation: KRW 9,325 - Basis for calculation: the amount calculated under the purchase-price methodology of Article 165-5 of the FSCMA and Article 176-7 of its Enforcement Decree - Method if negotiation fails: the amount calculated, under Article 165-5 of the FSCMA and Article 176-7 of its Enforcement Decree, based on the trading price of the shares on the securities market; a shareholder who objects to that price may petition the court to determine the purchase price.
1) Method of calculating the expected share-purchase price for Rftech Co., Ltd. common shares [Calculation of expected purchase price (base date: April 12, 2026)]: - (1) Most recent 2-month volume-weighted average price: KRW 1,885 (period: February 13, 2026 - April 12, 2026) - (2) Most recent 1-month volume-weighted average price: KRW 1,819 (period: March 13, 2026 - April 12, 2026) - (3) Most recent 1-week volume-weighted average price: KRW 1,892 (period: April 6, 2026 - April 12, 2026) - Reference purchase price [((1)+(2)+(3))/3]: KRW 1,865 - Final purchase price reflecting the share consolidation: KRW 9,325 (reference purchase price x 5)
2) Detailed calculation of the expected share-purchase price for Rftech Co., Ltd. common shares (Unit: KRW, shares) - Date: Closing price: Volume: Closing price x Volume: 2026/04/10: 2,010: 4,198,020: 8,438,020,200 2026/04/09: 1,549: 652,430: 1,010,614,070 2026/04/08: 1,542: 192,790: 297,282,180 2026/04/07: 1,542: 303,348: 467,762,616 2026/04/06: 1,600: 334,470: 535,152,000 2026/04/03: 1,554: 317,653: 493,632,762 2026/04/02: 1,521: 431,816: 656,792,136 2026/04/01: 1,620: 201,997: 327,235,140 2026/03/31: 1,639: 142,551: 233,641,089 2026/03/30: 1,639: 238,102: 390,249,178 2026/03/27: 1,685: 292,984: 493,678,040 2026/03/26: 1,783: 312,663: 557,478,129 2026/03/25: 1,894: 562,008: 1,064,443,152 2026/03/24: 1,775: 193,805: 344,003,875 2026/03/23: 1,697: 106,309: 180,406,373 2026/03/20: 1,759: 145,238: 255,473,642 2026/03/19: 1,699: 140,450: 238,624,550 2026/03/18: 1,775: 149,647: 265,623,425 2026/03/17: 1,780: 228,944: 407,520,320 2026/03/16: 1,740: 124,602: 216,807,480 2026/03/13: 1,723: 141,769: 244,267,987 2026/03/12: 1,712: 294,383: 503,983,696 2026/03/11: 1,730: 613,636: 1,061,590,280 2026/03/10: 1,723: 172,220: 296,735,060 2026/03/09: 1,667: 256,764: 428,025,588 2026/03/06: 1,805: 257,456: 464,708,080 2026/03/05: 1,818: 591,786: 1,075,866,948 2026/03/04: 1,658: 941,412: 1,560,861,096 2026/03/03: 1,960: 7,962,864: 15,607,213,440 2026/02/27: 2,365: 970,914: 2,296,211,610 2026/02/26: 1,821: 347,652: 633,074,292 2026/02/25: 1,863: 213,180: 397,154,340 2026/02/24: 1,932: 241,419: 466,421,508 2026/02/23: 2,020: 919,976: 1,858,351,520 2026/02/20: 1,771: 83,614: 148,080,394 2026/02/19: 1,825: 162,022: 295,690,150 2026/02/13: 1,779: 150,329: 267,435,291 2-month weighted-average closing price (KRW): 1,885 1-month weighted-average closing price (KRW): 1,819 1-week weighted-average closing price (KRW): 1,892 Reference purchase price [((1)+(2)+(3))/3]: 1,865 (Source: Korea Exchange, http://www.krx.co.kr)
The basis for calculating Ecovolt Co., Ltd.'s appraisal-rights purchase price is set out in Ecovolt Co., Ltd.'s own Material Event Report; please refer to that filing.
(h) Under applicable law, if the shareholders' meeting rejects approval of the merger, appraisal rights also lapse and the merger agreement does not take effect.
(i) A shareholder who has requested a share purchase may not withdraw the appraisal-rights request after the end of the appraisal-rights request period.
(j) At a board meeting held on March 10, 2026, the Company resolved to consolidate its shares; the consolidation of five common shares with a par value of KRW 500 each into one common share with a par value of KRW 2,500 has been completed. As a result, the Company's total issued shares changed from 45,241,115 shares to 9,048,223 shares.
(k) The termination conditions set out in this merger agreement are as follows.
[Merger Agreement] Article 12 [Conditions Precedent to the Merger]: The parties' obligation to carry out the merger under this Agreement is subject to the following conditions being satisfied on or before the merger effective date, provided that each party may, in writing, waive or release all or part of the conditions set out below as to itself: (i) each party's board of directors and shareholders' meeting approvals required to execute this Agreement and carry out the transactions contemplated herein have been obtained, and the requirements under the relevant laws of the Republic of Korea have been satisfied in all material respects; (ii) each party has performed, in all material respects, all representations, covenants, and other obligations it is required to perform under this Agreement; (iii) no material adverse change has occurred in either party's assets, business results, business condition, or prospects between the date of execution of this Agreement and the merger effective date.
Article 13 [Effectiveness and Termination of the Agreement]: 13.1. This Agreement becomes effective upon execution, and where any of the following grounds exists, either party may, on or before the merger effective date, amend the merger terms or immediately terminate this Agreement by written notice to the other party ("Party A" and "Party B" referring to the two merging companies); provided that this Agreement may not be terminated under any circumstances after the merger effective date: (i) where the parties mutually agree in writing to terminate this Agreement; (ii) where Party A or Party B fails to obtain shareholders'-meeting approval of this merger (including where Party A fails to obtain the board approval that, under Article 5.1, substitutes for the shareholders'-meeting approval of this merger); (iii) where, between the date of execution of this Agreement and the merger effective date, a material adverse change occurs in the assets or business condition of Party A or Party B due to an act of force majeure or other cause; (iv) where the conditions precedent set out in Article 12 of this Agreement are not satisfied by the merger effective date; (v) where, in connection with this merger, the aggregate value of the share-purchase amounts for shares as to which appraisal rights were exercised against Party A and Party B (calculated based on the expected purchase prices stated by Party A and Party B in their respective Material Event Reports on this merger), as of the expiration of the appraisal-rights exercise period, exceeds KRW 15,000,000,000 (fifteen billion won). 13.2. The effects of termination of this Agreement are as follows: (i) where this Agreement is terminated, each party must, within 14 days from the date of termination, return or destroy materials or information received from the other party, as the other party requests; (ii) termination of this Agreement does not affect any claim for damages or other right or remedy that either party has against the other arising from a breach or non-performance of this Agreement; (iii) notwithstanding termination of this Agreement, Articles 13.2 and 15 through 17 remain effective.
* For further details, please refer to the securities registration statement of Rftech Co., Ltd. to be filed at a later date. (condensed translation)
| Filed | 2026-07-10, [Amended] Material event report (merger) |
|---|---|
| Source | DART rcept 20260710000242 → open original filing |
Versions of this filing
- 2026-04-14Original
- 2026-06-24Amendment 1
- 2026-07-10Amendment 2 (this page)
- 2026-08-04Amendment 3
Source: DART. Information only, not investment advice.

