Wooyang P&L

002420 · KOSPI · Energy · SMALL CAP

[Amended] Material event report (merger)

Segi Trading Co., Ltd. (KRX-listed, ticker 002420; renamed Wooyang P&L Co., Ltd. upon completion of the merger) will absorb-merge its unlisted affiliate Wooyang Fishery Co., Ltd. at a ratio of 1 : 1,306.4048276, issuing 25,197,936 new common shares, with the merger agreement dated 2026-05-21, a shareholders' meeting on 2026-07-07, and a merger effective date of 2026-08-08. This filing is the third amendment (dated 2026-07-13) to the original 2026-05-21 report, correcting the new-share count from 25,197,931 to 25,197,936 and adding a 5-share treasury-stock line to the post-merger shareholding table (total shares outstanding corrected from 31,167,879 to 31,167,884).

M&A([Amended] Material event report (merger))· FILED 2026-07-13· RCEPT 20260713000345

What happened

AMENDMENT NOTICE

Reporting company: Segi Trading Co., Ltd. Date of this amendment report: 2026-07-13. Document being amended: Material Event Report (Merger Decision). Date of original filing of the document being amended: 2026-05-21.

Filing history: - 2026-05-21: Material Event Report (Merger Decision), original filing. - 2026-06-17: [Amended] Material Event Report (Merger Decision), voluntary amendment (shown in bold blue in the original). - 2026-06-23: [Amended] Material Event Report (Merger Decision), voluntary amendment (shown in bold green in the original). - 2026-07-13: [Amended] Material Event Report (Merger Decision), voluntary amendment (shown in bold red in the original), this filing.

Note: Simple typographical corrections and spacing fixes are not separately itemized below. Items corrected in earlier amendment histories remain in effect; only this amendment's changes are itemized here.

Item corrected: "7. Type and number of new merger shares (shares), common stock." Reason: simple correction of a factual error (the number of fractional shares of less than one share delivered upon the merger had been misstated). Before correction: 25,197,931 shares. After correction: 25,197,936 shares.

Resulting consequential corrections carried through the rest of the report (the same correction of 25,197,931 to 25,197,936 shares appears wherever the new-share count is cited, including in "1.(4) Material impact and effect of the merger on the company's management, finances and business, ① Effect on management" and in "1.(6) Risk factors to consider when investing in the securities to be issued if the merger is completed"; the surrounding narrative text is otherwise unchanged).

Item corrected: Item 18 "(2) Other important matters for investment judgment, supplementary disclosure." A sentence was added after the existing text ("Other than cash paid under the method for handling fractional shares of less than one share arising from allotment of new shares, no other consideration will be paid to shareholders of either company participating in this merger."): "The 5 fractional shares arising from this merger will be acquired by the surviving company as treasury stock pursuant to Article 341-2 of the Commercial Act and will be retired within 1 year after the merger."

Item corrected: "Change in shareholding of the largest shareholder and related parties before and after the merger" table (as of the date of this report). The corrected, final version of this table is set out in full below under "Shareholding before and after the merger." The only changes from the previous version are: (i) a new "Treasury stock" line showing 0 shares/0.00% before the merger and 5 shares/0.00% after the merger (both under the "Segi Trading Co., Ltd." columns), and (ii) the "Total shares outstanding" line, which is corrected from 31,167,879 shares (100.00%) to 31,167,884 shares (100.00%) in both "after merger" columns. All other rows and figures in the table are unchanged by this amendment.

MATERIAL EVENT REPORT / KRX REPORTING OBLIGATION To: Financial Services Commission / Korea Exchange. Date: 2026-05-21 (original filing date; this document reflects the above amendments as of 2026-07-13). Company name: Segi Trading Co., Ltd. Representative director: Jo Yeong-jun. Head office address: 212 Toegye-ro, Jung-gu, Seoul (Chungmuro 4-ga). Phone: 02-3393-3500. Website: https://www.daehancinema.co.kr. Preparer: Director Kim Gi-a, phone 02-3393-3517.

MERGER DECISION

1. Method of merger: Segi Trading Co., Ltd. will absorb-merge Wooyang Fishery Co., Ltd. (1) Surviving company: Segi Trading Co., Ltd. (KRX KOSPI-listed company). (2) Dissolving company: Wooyang Fishery Co., Ltd. (unlisted company). Trade name of the surviving company after the merger: Wooyang P&L Co., Ltd. Form of merger: not applicable.

2. Purpose of the merger: The merging parties intend to organically combine each company's business capabilities and management resources to secure competitiveness in a fast-changing market, improve management efficiency, and create synergies, thereby enhancing corporate value. The dissolving company, Wooyang Fishery Co., Ltd., is a business holding company under the Fair Trade Act whose core subsidiary is the hotel/leisure specialist Wooyang Industrial Development Co., Ltd., and it has accumulated roughly 70 years of history and experience in the cultural business sector. Through this merger the companies intend to efficiently integrate human and physical resources to strengthen hotel/leisure competitiveness centered on Seoul, Gyeongju and Busan, contribute to regional economic revitalization, and ultimately maximize corporate and shareholder value through sustainable growth and profitability.

3. Material impact and effect of the merger (1) Effect on management: Upon the merger, surviving company Segi Trading Co., Ltd. will absorb dissolving company Wooyang Fishery Co., Ltd. and will remain KRX-listed. As of the filing date, Segi Trading's largest shareholder and related parties hold a 53.95% stake; Wooyang Fishery's largest shareholder and related parties, Jo Yeong-jun, Jo Hyo-sik, Lee Ju-bun, Jo Mi-bun, Jo Yeong-su, Jo Yeong-mi and Jo Yeong-ran (7 persons), hold 100%. After the merger, Segi Trading's largest shareholder and related parties (Jo Yeong-jun and 10 others) are expected to hold 91.18%. Aside from this change in shareholding ratio, there is no change in Segi Trading's largest shareholder. The merger is expected to improve competitiveness through faster decision-making and integration of sales networks. (2) Effect on finances and business: Completing the merger is expected to diversify the company's revenue mix, spread industry-specific risk, and improve management efficiency through more efficient use of human/physical resources, positively affecting Segi Trading's financial position and corporate value. The merger will allow Segi Trading to build a more stable financial structure needed to achieve sustainable growth as a hotel-centered hotel/leisure specialist. (3) Effect on shareholder value: Wooyang Fishery shareholders of record will receive 1,306.4048276 Segi Trading common shares for every 1 Wooyang Fishery common share held. Segi Trading expects both top-line growth and increased earnings through the merger synergies described above, and expects to resolve the limitation of a revenue structure concentrated in petroleum sales.

4. Merger ratio: Segi Trading Co., Ltd.: Wooyang Fishery Co., Ltd. = 1: 1,306.4048276. (The note on special purpose acquisition company dissolution mergers, multiple of the listing-day reference price of the merger new shares versus the closing price on the SPAC's last trading day, is not applicable.)

5. Basis for the merger ratio The merger value was assessed under Article 165-4 of the Financial Investment Services and Capital Markets Act ("Capital Markets Act"), Article 176-5(1)(2)(a) and (b) of its Enforcement Decree, Article 5-13 of the Regulation on Issuance and Disclosure of Securities, and Articles 4 through 8 of that Regulation's Enforcement Rules.

1) Surviving company (Segi Trading Co., Ltd.) merger value, determined using the reference price under Article 176-5(1)(1) of the Capital Markets Act Enforcement Decree, based on the day before the earlier of the board resolution date (2026-05-21) and the merger agreement date (2026-05-21), i.e. 2026-05-20, as the base date: - 1-month weighted average closing price (2026.04.21~2026.05.20): KRW 5,629. - 1-week weighted average closing price (2026.05.14~2026.05.20): KRW 5,703. - Most recent closing price (2026.05.20): KRW 6,070. - Arithmetic mean: KRW 5,800. - Merger value: KRW 5,800 (the reference price was used because it was not lower than asset value).

2) Dissolving company (Wooyang Fishery Co., Ltd.) merger value, as an unlisted company, determined as the weighted arithmetic average of asset value and income value in a 1: 1.5 ratio ("intrinsic value") under Article 176-5 of the Capital Markets Act Enforcement Decree and Article 5-13 of the Regulation and Article 4 of its Enforcement Rules; relative value was analyzed for comparison purposes only, as fewer than 3 comparable companies existed: - Intrinsic value [(a×1 + b×1.5)/2.5]: KRW 7,577,148. - Asset value (a): KRW 4,769,902. - Income value (b): KRW 9,448,645. - Relative value: not applicable. - Merger value: KRW 7,577,148. Accordingly, the per-share values underlying the merger ratio are KRW 5,800 (par value KRW 500) for the surviving company and KRW 7,577,148 (par value KRW 10,000) for the dissolving company, giving a merger ratio of 1 : 1,306.4048276. Corporate value: surviving company KRW 34,625,698,400; dissolving company KRW 146,148,030,624.

6. External valuation External valuation performed: Yes. Basis/reason: because a KRX-listed company is merging with an unlisted affiliate to remain listed, the appropriateness of the merger value required review by an external valuation agency under Capital Markets Act Article 165-4 and Enforcement Decree Article 176-5. External valuation agency: Hyun Accounting Corporation. Responsible appraiser: Director Lee Yong-su, phone 02-6205-4635. Engagement contract date: 2026-03-16. Period: 2026-03-17 to 2026-05-20. External valuation opinion (summary): Hyun Accounting Corporation reviewed the merger-ratio appropriateness between listed Segi Trading ("the merging company") and unlisted Wooyang Fishery ("the merged company"), based on each company's audited FY2025 (year ended 2025-12-31) financial statements and share-price data, financial statements converted to K-IFRS, and 5-year (2026~2030) projected financial statements, applying the methodology under Capital Markets Act Enforcement Decree Article 176-5 and Regulation Article 5-13 and its Enforcement Rules Articles 4~8, and complying with the FSS "External Valuation Guidelines (June 2009)" and KICPA "External Valuation Performance Standards (November 2024)" as well as Hyun Accounting Corporation's own quality-control rules. Conclusion: per-share values of KRW 5,800 (par KRW 500) for the merging company and a range of KRW 6,892,574~8,072,289 (par KRW 10,000) for the merged company, implying a merger ratio range of 1: 1,188.3747586~1,391.7739310; the agreed ratio of 1: 1,306.4048276 falls within this range and was judged appropriate, with no finding that the valuation methodology violated the relevant regulations.

7. Type and number of new merger shares: 25,197,936 common shares. No other class of shares.

8. Merger counterparty company Company name: Wooyang Fishery Co., Ltd. (Wooyang Fishery Co., Ltd.). Main business: business holding company / coastal and offshore fishing. Relationship to Segi Trading: parent company. Latest-fiscal-year financials (KRW): total assets 146,928,341,815; capital 192,880,000; total liabilities 34,943,961,657; revenue 28,662,447,800; total equity 111,984,380,158; net income 28,055,118,455. External auditor: Sinwoo Accounting Corporation. Audit opinion: unqualified. (SPAC-dissolution-merger items, representative director, date of incorporation, head office, expected securities registration statement date, not applicable.)

9. Newly incorporated merger company: not applicable (no new entity is being created; figures for assets, liabilities, equity, capital, revenue and relisting application are all "not applicable").

10. Merger schedule - Merger agreement date: 2026-05-21. - Shareholder record date: 2026-06-05. - Share register closure period: not applicable. - Dissent-notice receipt period: 2026-06-22 to 2026-07-06. - Scheduled shareholders' meeting date: 2026-07-07. - Appraisal-right exercise period: 2026-07-07 to 2026-07-27. - Old share-certificate submission period: not applicable. - Trading suspension period: not applicable. - Creditor objection submission period: 2026-07-07 to 2026-08-07. - Merger (effective) date: 2026-08-08. - Closing report shareholders' meeting date: 2026-08-10. - Scheduled merger registration date: 2026-08-10. - New share-certificate delivery date: not applicable. - Scheduled listing date of new shares: 2026-08-25.

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

13. Appraisal (dissenting-shareholder stock purchase) rights Exercise requirements: under Commercial Act Article 522-3 (newly enacted 1995.12.29, title amended 2015.12.1) and Capital Markets Act Article 165-5, a shareholder of record as of the record date who notifies the company in writing of dissent to the board resolution before the shareholders' meeting resolution date may, within 20 days after that resolution date, demand in writing (stating class and number of shares) that the company purchase all or part of the shares held; the shares must have been acquired before the board resolution was disclosed, or acquisition after disclosure must be proven by specified means, and the shares must be continuously held through exercise of the right; once exercised the demand cannot be withdrawn, and a dissenting shareholder who votes in favor at the meeting loses the right. As Segi Trading is KRX-listed, it must purchase the shares within 1 month after the appraisal-right exercise period ends (Capital Markets Act Article 165-5(2)). Estimated purchase price: KRW 5,649 per share.

14. Date of board resolution: 2026-05-21. Outside directors present: 2; absent: 0. Attendance of the (non-outside-director) audit committee member/auditor: present.

15. Put option or similar contract: No. 16. Securities registration statement required: No. Reason for exemption: because the number of new-share allottees is fewer than 50 and the shares will, without delay after issuance, be registered with the Korea Securities Depository under a 1-year mandatory holding commitment, the registration statement is exempted under Article 2-2(2)(1) of the Regulation on Issuance and Disclosure of Securities. 17. Plans for future corporate restructuring: As of the filing date, there are no finalized plans for restructuring in progress or contemplated after the merger.

18. Other important matters for investment judgment (1) Under Commercial Act Articles 522 and 434, merger approval is a special shareholders'-meeting resolution matter; if the extraordinary shareholders' meeting fails to obtain approval by two-thirds of the voting rights of attending shareholders and one-third of total issued shares, the merger may fall through. (2) Other than cash paid under the fractional-share handling method, no consideration will be paid to shareholders of either merging company. The 5 fractional shares arising from the merger will be acquired by the surviving company as treasury stock under Commercial Act Article 341-2 and retired within 1 year after the merger. (3) Wooyang Fishery's latest-fiscal-year financials in item 8 are as of FY2025 year-end. (4) The schedule in item 10 is an estimate as of the filing date and may change due to required governmental approvals and related consultation/approval processes. (5) The closing-report shareholders' meeting referenced in item 10 will be replaced by a board resolution followed by public notice, under Commercial Act Article 526(3). (6) The merger is not a backdoor listing. Surviving company Segi Trading will follow the general merger procedure, while dissolving company Wooyang Fishery will proceed by simplified merger with the consent of all its shareholders, so that company's shareholders'-meeting approval is replaced by board approval. (7) Matters not addressed in the merger agreement, and other necessary procedures, will be handled by agreement between the parties' representative directors, provided merger terms are unaffected. (8) Between signing and the merger date, the agreement may be amended by mutual consent if required by regulatory consultation/requests, unforeseeable force majeure, abrupt economic change, material change in business condition, or other necessity. (9) If Segi Trading's shareholders' meeting rejects the merger, appraisal rights against Segi Trading also lapse and the merger agreement does not take effect. (10) Conditions precedent and termination conditions in the merger agreement (from the merger agreement): Article 13 (Conditions Precedent), the merging parties' obligation to carry out the merger is conditioned on (each condition may be waived in writing by either party): (1) lawful approval of the agreement and merger by the board and/or shareholders' meeting of each party; (2) the other party's representations and warranties being true and accurate in all material respects as of signing and the merger date; (3) the other party having materially performed its covenants and obligations; (4) no law prohibiting or restricting the merger, and no court injunction, judgment or governmental prohibition order restricting it; (5) no material adverse change in either party's assets, operating results, business condition or outlook between signing and the merger date; (6) the aggregate appraisal-right purchase amount payable by the surviving and dissolving companies to dissenting shareholders (as calculated under Capital Markets Act Article 165-5(3) proviso and Enforcement Decree Article 176-7(3)) not exceeding KRW 3,000,000,000 in total; (7) the aggregate claims of creditors objecting to the merger not exceeding KRW 1,000,000,000 for the surviving company and KRW 1,000,000,000 for the dissolving company, respectively. Article 14 (Amendment and Termination), the agreement may be terminated before the merger date if: (1) the parties agree in writing to terminate; (2) a condition precedent under Article 13 is determined incapable of being satisfied, by the party not responsible for the failure; (3) one party breaches the agreement and fails to cure within 10 days of a cure request, by the other party. Termination does not affect the survival of provisions intended to survive (including Articles 14 through 19).

(11) Special committee for minority-shareholder protection To fulfill directors' duty of loyalty under Commercial Act Article 382-3 and to implement fairness-enhancing measures under the Ministry of Justice's "Guidelines on Directors' Conduct Standards in Corporate Restructuring," the merging parties (i) operated a special committee composed of outside directors and (ii) obtained review by independent external experts (accounting and law firms). Segi Trading established and operated a special committee of 2 outside directors, independent of the company, to prevent conflicts of interest among shareholders and ensure procedural adequacy and transparency. Assisted by independent legal/accounting advisors, the committee reviewed in stages the necessity and legitimacy of the transaction, the fairness of its terms, the adequacy of procedure, and minority-shareholder protection measures, reporting its findings to the board on 2026-05-20.

Timing of establishment: the committee was established on 2026-04-20, when concrete discussion of the merger between the two companies began. The board adopted special-committee operating rules by resolution on 2026-04-20 and established the committee as a non-standing body tasked with submitting a final opinion to the board (Operating Rules Article 1 etc.), independently reviewing shareholder-protection and conflict-of-interest aspects of the merger and reporting results to the board (Operating Rules Article 3(1)-(2)). The committee's establishment timing coincided with receipt (2026-04-15) of an accounting firm's merger-ratio review report prepared as of 2026-04-13 (based on year-end 2025-12 settlement data) to support internal decision-making, and with a board meeting convened on 2026-04-20 under notice given per Segi Trading's Articles of Incorporation Article 40 (board composition and convening). Although the Ministry of Justice's guidelines (issued 2026-02-25) recommend, but do not mandate, establishing a special committee, Segi Trading voluntarily resolved to establish one to more fully discharge directors' duty of loyalty and protect minority shareholders.

Nature and purpose: the committee satisfies the requirements for a board committee under Commercial Act Article 393-2; Segi Trading's Articles of Incorporation Article 42-2 permits establishing board committees with details set by board resolution. The committee, composed solely of outside directors, was established as a non-standing body by board resolution, with its authority limited to reviewing the merger from a shareholder-loyalty perspective and reporting to the board; final approval authority for the merger and contract execution remains with Segi Trading's board under the Commercial Act and the Articles.

Scope of review: the committee reviewed fair-value opinions from multiple accounting firms on merger-value appropriateness and retained a separate law firm as legal advisor to review the merger's necessity, the appropriateness of transaction terms, and procedural legality, concluding the transaction was acceptable in terms of conditions, procedure and shareholder protection, and reporting this to the board on 2026-05-20.

Committee composition: the board appointed all of Segi Trading's outside directors to the committee, Jo Byeong-ju (management expert; CEO, Calon Investment Management; previously Executive Director, eBest Investment & Securities, 2015.03~2018.12; CEO, Calon Investment Management, 2019.01-present) and Im Yeong-uk (finance expert; Managing Director, Seonghyeon Accounting Corporation; accountant, Daeju Accounting Corporation, 2004~2005; Director, Jeongdong Accounting Corporation, 2005~2019; Managing Director, Seonghyeon Accounting Corporation, 2019-present).

Independence and expertise review: under the committee's Operating Rules Article 5, members must be outside directors without special interest under Commercial Act Article 368(3). Both outside directors were confirmed, at initial appointment and again before this merger (including verification by the board on 2026-04-20 before appointing Jo Byeong-ju as committee chair), to have no disqualifying conflicts under the statutory outside-director disqualification criteria, a checklist covering, among other things: no service as an in-house director, auditor or employee of the company within the past 2 years; no family relationship with a natural-person largest shareholder, or officer/employee status with a corporate largest shareholder; no related-party status, including as a 1%-or-more shareholder (Capital Markets Act Article 133(3)) or a party to transactions of KRW 100 million or more with the company; no status as an officer/employee of a subsidiary in which the company holds over 50% of shares, or of a counterparty with material transaction relationships exceeding 10% of the company's total assets or sales over the most recent 3 fiscal years, or exceeding 10% of capital in loans/guarantees, or exceeding 5% equity investment; no status as the company's outside auditor or legal/accounting/tax advisor within the past 2 years; and no service as an outside director of the company for more than 6 years, or more than 9 years combined with affiliates. The independence check was performed by the special committee itself; the legal advisor did not separately review the external advisors' independence (see below).

Authority granted: by board resolution on 2026-04-20 the committee was empowered to review the merger from the standpoint of the company and all shareholders and to submit an opinion to the board on whether to proceed, and was granted the right to request transaction-related materials, to require attendance of relevant officers/employees, to receive progress reports, and to request support from internal departments (Operating Rules Article 3(3)).

Operating rules (key provisions): Article 1 (purpose), efficient operation of a special committee to review transactions involving a conflict of interest between directors/controlling shareholder/management and the company, or between the controlling shareholder and general shareholders, and to assist board decision-making; Article 2 (scope), Rules apply except as law, Articles of Incorporation or board rules otherwise provide, and the board may adopt different terms by resolution; Article 3 (authority), review of fairness of terms, procedural adequacy, existence/degree of conflicts of interest, and protection/equal treatment of all shareholders, plus data- and attendance-request rights; Article 4 (dissolution), upon expiry of the committee's term or the board's final approval/non-approval of the matter; Article 5 (composition), outside directors without special interest in the matter, appointed by the board; Article 7 (meetings), first meeting held as soon as possible after establishment, frequency thereafter depending on the nature of the transaction; Article 9 (notice), 3 days' prior notice, waivable by unanimous consent; Article 11 (resolution), majority of sitting members, remote participation by simultaneous audio link permitted; Article 12 (hearing of related persons), relevant officers/employees or outside persons may be heard as needed; Article 13 (minutes), minutes must record the agenda, proceedings, findings and reasons, and any dissent, signed by the chair and attending members; Article 15 (secretary), a company employee may be designated as secretary; Article 16 (confidentiality), information obtained must be kept strictly confidential and not disclosed to third parties without the company's prior written consent.

Committee meetings and content: Meeting 1 (2026-04-20): received and discussed a report on the merger's purpose and expected effects and the Beyul/Gwanggyo merger-ratio review reports supporting internal decision-making; reviewed the restructuring plan (petroleum and culture/leisure businesses, conversion of the Daehan Cinema building) in the context of the company's mid/long-term strategy; concluded the merger's purpose and expected effects were consistent with the interests of the company and its shareholders; retained Shin & Kim as independent legal advisor to review (i) the business necessity of the merger for enhancing corporate/shareholder value, (ii) the appropriateness of the merger value, and (iii) the merger's procedural legality under the Commercial Act and Capital Markets Act. Meeting 2 (2026-05-20): received final opinions from external advisors. (1) External evaluator Hyun Accounting Corporation reported that the agreed merger ratio was appropriate because it fell within the intrinsic-value-based ratio range it calculated, per the methodology under which a listed company's merger value uses the reference price and an unlisted company's uses intrinsic value. (2) Shin & Kim submitted its legal opinion that the merger served the substantive interests of the company and shareholders, that the terms were appropriately determined, that legal procedures were properly followed, and that all shareholders were treated equitably. The committee resolved on 2026-05-20, and on 2026-05-21 reported to the board: that the merger value was appropriately and fairly determined in compliance with applicable law; that the agreed ratio of 1 Segi Trading share : 1,306.4048276 Wooyang Fishery shares (written in the filing as 1,306,4048276 shares, as stated in the filing) was determined per statutory methodology and external valuation without any discount/premium applied, and was fair to the company and all shareholders; and, overall, that the merger does not infringe minority shareholders' interests (on the bases that the likelihood of direct shareholder harm is low and the likelihood of shareholder conflicts of interest is low). Following this, the committee (a non-standing body under its Operating Rules) was dissolved per Operating Rules Article 4 after submitting its final opinion to the board.

Committee opinion reflected in the board's decision: the board's decision document, incorporating the committee's views, stated that the merger would make Segi Trading the top holding company overseeing the Wooyang group's hotel/leisure businesses, is expected to raise the hotel business's share of (consolidated) revenue to roughly 46%, to increase total assets and total equity roughly 4~5 fold, and to improve the debt ratio from roughly 100% to 41.9%; the merger value for Segi Trading (KRW 5,800/share) and Wooyang Fishery (KRW 7,577,148/share) was reviewed against the 2026-04-13 valuation report and found properly determined under the Capital Markets Act Enforcement Decree Article 176-5 and the Regulation Article 5-13/Enforcement Rules Articles 4-8 methodology; and the resulting ratio (1 Segi Trading share: 1,306.4048276 Wooyang Fishery shares, i.e., Segi Trading merger value KRW 5,800 against Wooyang Fishery merger value KRW 7,577,148) was, per Capital Markets Act Enforcement Decree Article 176-5(8), separately confirmed appropriate by independent external evaluator Hyun Accounting Corporation, whose review and opinion the board accepted as objective and reasonable.

Whether transaction terms were already fixed before the committee's establishment: because the merger value depended on the reference price, which under Capital Markets Act Enforcement Decree Article 176-5(1)(1) could only be calculated as of 2026-05-20 (the day before the earlier of the 2026-05-21 board resolution date and the 2026-05-21 contract date), and because the committee's legal advisor had not yet been retained when the committee was established on 2026-04-20, the transaction terms could not have been predetermined at the time of the committee's establishment.

Whether the committee received sufficient information: immediately after its establishment the committee was granted a right to request departmental support for access to information, and it exercised that right to obtain data for its advisors, including engaging Shin & Kim as legal advisor and directing Segi Trading's departments to supply the data requested by the independent financial advisors retained to cross-verify the merger-value calculation. An illustrative list of information requested: Shin & Kim requested the committee's minutes, operating rules, and internal reports relating to the merger, and conducted interviews on business necessity (implementation of the KRX improvement plan, mid/long-term restructuring, financial-structure improvement) and on the reasonableness of the reference price/intrinsic value underlying the ratio, plus all review materials and board/committee briefing materials. Beyul Accounting Corporation, Gwanggyo Accounting Corporation and Hyun Accounting Corporation each requested: general information (business overview, shareholder register, corporate registration, property appraisal reports, credit reports); 3 years of financial statements and account detail, fixed-asset depreciation schedules, lease schedules, 2025 tax adjustment statements, fair-value appraisals of available-for-sale securities/long-term financial instruments, and receivable/payable aging data; and detailed 5-year (2026~2030) standalone business plans, lists of comparable domestic/foreign listed companies, 2023~2025 catch volumes/unit prices by species, and vessel replacement/maintenance capital-expenditure plans.

Shareholder communications since the filing: Segi Trading has responded actively to shareholder questions via its IR phone line and e-mail since the 2026-05-21 disclosure.

(12) Independent external expert review Retention summary: - Legal advisor: Shin & Kim, retained 2026-05 by the special committee, role: review of directors' compliance with the duty of loyalty to shareholders and legal advice on committee operation. - Financial advisor: Beyul Accounting Corporation, retained 2026-03 by the board, role: valuation and merger-ratio calculation. - Financial advisor: Gwanggyo Accounting Corporation, retained 2026-03 by the board, role: valuation and merger-ratio calculation. - External evaluator: Hyun Accounting Corporation, retained 2026-03 by the board, role: appropriateness evaluation of merger value and ratio.

Independence review: for each advisor, the committee confirmed: (i) no engagement as the company's external auditor in the past 3 years; (ii) no material advisory/service relationship with the company in the past 3 years beyond an immaterial share of the firm's revenue; (iii) no concurrent employment between company staff and advisor staff; (iv) no direct shareholding in the company by the advisor or its staff on the engagement; (v) no success-fee arrangement tied to deal completion; (vi) no direct/indirect compensation expected from counterparty Wooyang Fishery. All items were confirmed satisfied (not applicable) for Shin & Kim, Beyul Accounting Corporation and Gwanggyo Accounting Corporation; this review was performed by the committee itself, without a separate legal-expert check of the advisors' independence.

Expertise review: Beyul Accounting Corporation and Gwanggyo Accounting Corporation were each confirmed to have sufficient experience valuing listed/unlisted-company mergers and other restructurings, expertise across multiple valuation methodologies, and a lead partner/accountant holding a KICPA qualification with 5+ years' relevant experience, all criteria satisfied. Shin & Kim was confirmed to have sufficient Capital Markets Act/Commercial Act merger advisory experience, theoretical and practical expertise in minority-shareholder matters and control disputes, and a lead partner/attorney with M&A/capital-markets expertise, all criteria satisfied.

Shin & Kim's activity log: 2026-05-06, received and began reviewing committee minutes, operating rules and internal merger reports; 2026-05-12 to 05-14, requested supporting data/fact confirmation and conducted interviews on current operations and future business plans; 2026-05-15, provided draft legal opinion; 2026-05-18, provided final legal opinion. Personnel: 4. Engagement period: 2026-05-06 to 2026-05-18. Hours: 96.

Shin & Kim's review and opinion (summary of its written opinion): (a) Business necessity, the merger continues the restructuring plan submitted to KRX, diversifies revenue, and funds restructuring via an improved financial structure. FY2025 revenue was approx. KRW 29.2 billion, of which petroleum sales comprised approx. 86.3% and culture/leisure business only approx. 3.7%; post-merger (year-end 2026) revenue mix is projected at roughly 42.1% hotel business, 27.0% petroleum sales and 30.9% fisheries business, diversifying away from petroleum-sales dependence; the hotel businesses of Wooyang Fishery and Wooyang Industrial Development can combine with Segi Trading's existing Daehan Cinema space utilization, immersive-venue leasing and character-café business for synergy. (b) Transaction-term fairness, the merger value was computed per Capital Markets Act/Securities Issuance & Disclosure Regulation methodology and cross-verified by two independent external valuation firms (Beyul, Gwanggyo), supporting objectivity and fairness. (c) Procedural legality, (i) Segi Trading's shareholders' meeting must approve by special resolution under Commercial Act Articles 522/434 (two-thirds of attending voting rights and one-third of total issued shares); (ii) because all Wooyang Fishery shareholders consent, Wooyang Fishery's shareholders'-meeting approval may be replaced by board approval under the simplified-merger provision, Commercial Act Article 527-2(1); (iii) because director Jo Yeong-jun holds approx. 51.74% of Wooyang Fishery's outstanding shares, the merger constitutes self-dealing for Segi Trading under Commercial Act Article 398, requiring board disclosure of the material facts and approval by at least two-thirds of registered directors; (iv) disclosure obligations include filing this Material Event Report within 3 days of the board resolution (Capital Markets Act Article 161(1)(6), Commercial Act Article 522), same-day KRX disclosure on the date of the shareholders'-meeting resolution, and prompt filing of a merger completion report with the FSC after the merger (Securities Issuance & Disclosure Regulation Article 5-15(1)). (d) Use of an independent special committee to support independent, objective decision-making, noted the committee's 1st review on 2026-04-20 and 2nd review on 2026-05-20, concluding that reliance on the committee's informed deliberation reduces the risk that the merger is found to breach directors' duty of care or loyalty. Overall conclusion: provided the company secures sufficient information, follows lawful procedure, and relies on the committee's independent, objective deliberation, the directors involved in the merger can be regarded as having fulfilled their duty of care and loyalty.

Financial advisors' merger-ratio basis (summary): the reference price for listed Segi Trading was computed per Capital Markets Act Enforcement Decree Article 176-5, using the 1-month/1-week/most-recent-day weighted average closing prices as of the day before the earlier of the board-resolution date and contract date; the intrinsic value for unlisted Wooyang Fishery was computed per Securities Issuance & Disclosure Regulation Enforcement Rules Articles 4-6, with the analysis base date set as the 5th business day before the filing date, weighting asset value and income value 1 : 1.5.

Beyul Accounting Corporation activity log: through 2026-04-13, review of valuation methodology, data requests on historical financials/business plans, data-integrity checks, comparable-company review; 2026-04-20, special-committee briefing on valuation methodology and Q&A; 2026-05-20 to 05-21, final merger-ratio analysis reported to committee and board. Information requested: historical financial statements and supporting schedules, general ledgers, management P&L data, mid/long-term business plans, and management interviews. Personnel: 3. Period: 2026-03-17 to 2026-05-21. Hours: 300. External evaluation legally required: No.

Gwanggyo Accounting Corporation activity log and information requested: materially identical to Beyul's, over the same period (through 04-13; 04-20 briefing; 05-20 to 05-21 final report). Personnel: 3. Period: 2026-03-17 to 2026-05-21. Hours: 296. External evaluation legally required: No.

Hyun Accounting Corporation (external evaluator) activity log: through 2026-05-19, review of valuation methodology, data requests, data-integrity checks, comparable-company review; 2026-05-20 to 05-21, final review of merger-ratio appropriateness and reporting of the evaluation opinion to the committee and board. Personnel: 3. Period: 2026-03-17 to 2026-05-20. Hours: 180. External evaluation legally required: Yes.

Valuation methodology detail: - Reference-price method: 1-month/1-week/most-recent-day weighted average closing prices as of the day before the earlier of the board-resolution date and contract date, arithmetically averaged; asset value substituted if the reference price is lower. - Intrinsic-value method: asset value and income value weighted 1 : 1.5, per Enforcement Rules Articles 4-6. - Asset-value method: per-share net asset value as of the analysis base date, calculated from the capital-total line of the balance sheet for the fiscal year immediately preceding the filing (2025-12-31), under Enforcement Rules Article 5, with 11 enumerated adjustments (e.g., deducting intangible assets with no real value and uncollectible receivables; adjusting for differences between book and fair value of non-marketable and marketable investment securities; deducting pension-liability shortfalls and post-year-end impairment losses; adding treasury stock and deducting non-controlling interests where consolidated figures are used; and reflecting post-year-end capital transactions such as rights offerings, convertible-bond conversions, paid-in capital reductions, capital surplus/revaluation surplus, dividends paid, and prior-period error corrections). - Income-value method: the appraiser adopted the discounted cash flow ("DCF") method rather than the dividend discount model (no reliable long-term dividend history for the target) or the earnings discount method (a 2-fiscal-year estimation period unsuited to a company without stable, flat earnings); DCF discounts projected free cash flow at the weighted average cost of capital (WACC) to derive enterprise value, adds non-operating assets, and deducts interest-bearing debt to reach equity value. (For reference, the superseded earnings discount method, used before a December 2012 regulatory revision, applied a capitalization rate equal to the greater of 1.5 times the target's weighted-average borrowing rate or the 10% rate set under the Inheritance and Gift Tax Act Enforcement Decree, to 2 fiscal years' estimated per-share earnings.) - Relative-value method: requires 3 or more comparable listed companies in the same narrow KRX industry classification whose largest-revenue product/service is similar and whose per-share pre-tax continuing income and per-share net assets are each within 30% of the target's; a 30%-or-more discount is applied to the average comparable value, compared against a price derived from any paid-in-capital-increase transaction in the prior year (within a 10% discount/premium band); none of these were applicable to Wooyang Fishery as fewer than 3 qualifying comparables existed, so relative value was not computed.

Comparative valuation results reported by each firm (KRW per share, and ratio): Beyul Accounting Corporation, Segi Trading: reference price 5,800; asset value 4,111; merger value 5,800; ratio 1. Wooyang Fishery: intrinsic value 7,670,090; asset value 4,769,902; income value 9,603,548; merger value 7,670,090; ratio 1,322.4293103. Gwanggyo Accounting Corporation, Segi Trading: reference price 5,800; asset value 4,112; merger value 5,800; ratio 1. Wooyang Fishery: intrinsic value 7,484,205; asset value 4,769,902; income value 9,293,741; merger value 7,484,205; ratio 1,290.3801724. Hyun Accounting Corporation (external evaluator, range), Segi Trading: reference price 5,800; asset value 4,111; merger value 5,800; ratio 1. Wooyang Fishery: intrinsic value range 6,892,574~8,072,289; asset value 4,769,902 (fixed); income value range 8,307,688~10,273,880; merger-value range 6,892,574~8,072,289; implied ratio range 1,188.3747586~1,391.7739310. (Note: Beyul's standalone calculation shows Wooyang Fishery's adjusted net asset value at KRW 92,002 million and its DCF-based 100%-equity income value at KRW 185,233 million (per-share KRW 9,603,548); on a total-equity-value basis the Segi Trading : Wooyang Fishery ratio is 1 : 4.2725691, with Segi Trading's total value at KRW 34,626 million and Wooyang Fishery's at KRW 147,941 million.) (Note: Gwanggyo's base date for its reference price was 2026-05-20 (the day before the 2026-05-21 board-resolution date), applying no premium/discount; its income-value analysis base date was 2025-12-31; it projected cash flows through December 2030 (the point at which cash flow was expected to reach a steady state), assumed mid-period cash flows, applied a 1.0% perpetual growth rate reflecting the maturity of the large purse-seine fishing industry, and assumed perpetual-period capital expenditure equal to depreciation.)

Hyun Accounting Corporation's appropriateness conclusion: the per-share values underlying the ratio were KRW 5,800 for Segi Trading (par KRW 500) and KRW 6,892,574~8,072,289 for Wooyang Fishery (par KRW 10,000), implying a ratio of 1: 1,188.3747586~1,391.7739310; the agreed ratio of 1: 1,306.4048276 falls within this range and is therefore judged appropriate; no violation of the valuation methodology under the Capital Markets Act Enforcement Decree Article 176-5 or Regulation Article 5-13/Enforcement Rules Articles 4-8 was found.

(13) Full and faithful information disclosure to shareholders Alternatives considered: Segi Trading received a KRX substantive listing-eligibility review in 2021 (triggered by a quarterly revenue shortfall under KRW 500 million), was granted an improvement period until 2021-10-05, and had its improvement-plan implementation report accepted; it has since diversified from a cinema-centered business into petroleum sales and culture/leisure businesses (including the character-café business) and converted the Daehan Cinema building into an immersive performance venue. As alternatives to this merger, Segi Trading considered a rights offering and debt financing with its advisors, but concluded these would dilute existing shareholders or increase financial burden and would not secure the new business base and stable revenue source needed, whereas the merger secures hotel/leisure business assets, personnel and capability directly and more effectively completes the restructuring begun under the KRX improvement plan. Conflict-of-interest review: the board determined that, because this is a merger between affiliates, a special committee of outside directors independent of the company and specifically confirmed to have no special interest in the merger should review it; the committee, assisted by independent external advisors, concluded that the probability of direct shareholder harm is low and of shareholder conflicts of interest is low, so that the merger serves the interests of both companies and their shareholders. Board activity on the conflict-of-interest issue: Meeting 4 (2026-04-20): unanimous approval of formation of the special committee (outside director Jo Byeong-ju as chair, outside director Im Yeong-uk as member) and adoption of its operating rules, in recognition that this is a merger between affiliates and that Wooyang Fishery is Segi Trading's grandparent company. Meeting 6 (2026-05-21): unanimous approval of execution of the merger agreement, after discussion of the merger's purpose/expected effects (sales-structure realignment toward the hotel business reaching roughly 46% of consolidated revenue; total assets/equity increasing 4~5 fold; debt ratio improving from roughly 100% to 41.9%), the appropriateness of the merger value (Segi Trading KRW 5,800/share; Wooyang Fishery KRW 7,577,148/share), and the appropriateness of the resulting ratio (1: 1,306.4048276), based on the committee's review, Shin & Kim's legal opinion (necessity, fairness, procedural propriety), the financial advisors' valuation results, and external evaluator Hyun Accounting Corporation's opinion (appropriate range KRW 5,800 vs. KRW 6,892,574~8,072,289; implied ratio 1: 1,188.3747586~1,391.7739310). Shareholder communication: - Shareholder letter: CEO Jo Yeong-jun's letter explaining the background, purpose and expected benefit of the merger to shareholders and customers was scheduled to be posted on Segi Trading's website (www.daehancinema.co.kr) on 2026-06-22. - Minority-shareholder inquiries: 2 inquiries were received following the 2026-05-21 disclosure. Sample Q&A: a shareholder asked whether notifying dissent is binding as to exercising appraisal rights, the company responded that payment requires exercising the appraisal right after submitting the dissent notice; another asked whether the company expected the share price to rise or fall after the disclosure, the company declined to answer, citing potential effects on shareholders' own investment decisions. (No related disclosures otherwise.)

DETAILED MERGER MATTERS

1. Merger overview (a) Merger counterparty: surviving company Segi Trading Co., Ltd. (date of incorporation 1958-08-21; paid-in capital KRW 2,984,974,000; head office 212 Toegye-ro, Jung-gu, Seoul (Chungmuro 4-ga); CEO Jo Yeong-jun; KRX-listed); dissolving company Wooyang Fishery Co., Ltd. (date of incorporation 1997-11-13; paid-in capital KRW 192,880,000; head office 264 Chungmudae-ro, Seo-gu, Busan (Chungmu-dong 1-ga); CEO Jeong Myeong-ho; unlisted). (b) Background: on 2020-08-14, grounds for a KRX substantive listing-eligibility review arose for Segi Trading (quarterly revenue below KRW 500 million); it was given an improvement period to 2021-10-05 and had its improvement-plan implementation filing accepted, maintaining its listing. It committed to transform from a cinema-centered business into a comprehensive culture/leisure enterprise, since entering petroleum sales and culture/leisure (character-café) businesses and converting the Daehan Cinema building into an immersive performance venue. This merger continues that plan, giving Segi Trading a platform to become a culture-infused hotel/leisure specialist, strengthen competitiveness through combined human/physical resources with Wooyang Fishery, and build a stable revenue structure and new growth drivers. (c) Backdoor listing: not applicable. (d) Effect on management, finance and business, including shareholding before/after the merger: see "Shareholding before and after the merger" table below (post-merger shares include the amended 25,197,936 new shares and treasury-stock line); otherwise as set out in "3. Material impact and effect of the merger" above. Note that under Commercial Act Article 342-2, Wooyang Industrial Development Co., Ltd., which will become Segi Trading's subsidiary after the merger, must dispose of the Segi Trading shares it holds within 6 months of the merger date. (e) Financial projections before/after the merger: see the pro forma balance-sheet tables below. (f) Effect on shareholder value: Wooyang Fishery shareholders will receive 1,306.4048276 Segi Trading common shares per Wooyang Fishery common share held. (g) Future restructuring plans: as of the filing date, none finalized.

Shareholding before and after the merger (as of the filing date; shares, %), as corrected by this amendment: - Wooyang Industrial Development Co., Ltd. (Segi Trading's largest shareholder): before merger, Segi Trading 2,844,399 shares (47.65%), Wooyang Fishery, none; after merger, Segi Trading 2,844,399 shares (9.13%); after disposal of the Segi Trading shares it holds (see note (2) below), 0 shares (0.00%). - KES (Segi Trading related party): before, 253,053 shares (4.24%); after, 253,053 shares (0.81%); after disposal, 253,053 shares (0.81%). - Jo Yeong-jun (Wooyang Fishery's largest shareholder): before, Segi Trading 71,948 shares (1.21%), Wooyang Fishery 9,977 shares (51.74%); after, 13,105,948 shares (42.05%); after disposal, 13,105,948 shares (42.05%). - Jo Hyo-sik (related party): before, Segi Trading 20,554 (0.34%), Wooyang Fishery 3,311 (17.17%); after, 4,346,060 (13.94%); after disposal, 4,346,060 (13.94%). - Lee Ju-bun (related party): before, Segi Trading 10,277 (0.17%), Wooyang Fishery 2,000 (10.37%); after, 2,623,086 (8.42%); after disposal, 2,623,086 (8.42%). - Jo Seong-bin (related party): before, Segi Trading 6,166 (0.10%); after, 6,166 (0.02%); after disposal, 6,166 (0.02%). - Jo Seong-jun (related party): before, Segi Trading 6,166 (0.10%); after, 6,166 (0.02%); after disposal, 6,166 (0.02%). - Jo Mi-bun (related party): before, Segi Trading 2,055 (0.03%), Wooyang Fishery 1,000 (5.18%); after, 1,308,459 (4.20%); after disposal, 1,308,459 (4.20%). - Jo Yeong-su (related party): same figures as Jo Mi-bun, before 2,055 (0.03%)/1,000 (5.18%); after 1,308,459 (4.20%); after disposal 1,308,459 (4.20%). - Jo Yeong-mi (related party): same figures, before 2,055 (0.03%)/1,000 (5.18%); after 1,308,459 (4.20%); after disposal 1,308,459 (4.20%). - Jo Yeong-ran (related party): same figures, before 2,055 (0.03%)/1,000 (5.18%); after 1,308,459 (4.20%); after disposal 1,308,459 (4.20%). - Largest shareholder and related parties, total: before, Segi Trading 3,220,783 (53.95%), Wooyang Fishery 19,288 (100.00%); after, 28,418,714 (91.18%); after disposal, 25,574,315 (82.05%). - General shareholders, total: before, Segi Trading 2,749,165 (46.05%); after, 2,749,165 (8.82%); after disposal, 5,593,564 (17.95%). - Treasury stock, total (added by this amendment): before, 0 (0.00%); after, 5 (0.00%); after disposal, 5 (0.00%). - Total shares outstanding: before, Segi Trading 5,969,948 (100.00%), Wooyang Fishery 19,288 (100.00%); after, 31,167,884 (100.00%) (corrected by this amendment from 31,167,879); after disposal, 31,167,884 (100.00%) (corrected from 31,167,879). Note 1: the post-merger ratios use the expected number of merger new shares as of the filing date and may change; they may also be affected by appraisal-right exercises. Note 2: under Commercial Act Article 342-2 (this article newly enacted 1984.4.10), Wooyang Industrial Development Co., Ltd. must dispose of the Segi Trading shares it holds within 6 months of the merger date, as it will become Segi Trading's subsidiary.

Pro forma balance sheets (as of 2025-12-31, separate financial statements, KRW): - Current assets: Segi Trading (pre-merger) 4,859,428,556; Wooyang Fishery (pre-merger) 1,897,111,317; Segi Trading (post-merger, pro forma) 6,756,539,873. - Non-current assets: 44,437,553,229; 152,339,742,302; 196,777,295,531. - Total assets: 49,296,981,785; 154,236,853,619; 203,533,835,404. - Current liabilities: 17,731,382,688; 32,832,306,104; 50,563,688,792. - Non-current liabilities: 7,018,220,604; 2,560,829,652; 9,579,050,256. - Total liabilities: 24,749,603,292; 35,393,135,756; 60,142,739,048. - Total equity: 24,547,378,493; 118,843,717,863; 143,391,096,356. - Total liabilities and equity: 49,296,981,785; 154,236,853,619; 203,533,835,404. - Debt ratio: 100.82%; 31.20%; 41.94%. - Current ratio: 28.59%; 32.44%; 13.36%. - Revenue: 29,245,475,900; 28,674,447,800; 57,919,923,700. - Cost of sales: 24,956,417,923; 16,510,696,253; 41,467,114,176. - Operating income (loss): -569,830,419; 8,454,843,835; 7,885,013,416. - Net income (loss): -1,596,471,433; 28,750,540,690; 27,153,625,808. (Segi Trading's figures are K-IFRS audited separate financial statements; Wooyang Fishery's are K-GAAP financial statements converted to K-IFRS.)

Pro forma balance sheets (as of 2026-03-31, separate financial statements, KRW): - Current assets: Segi Trading (pre-merger) 5,139,946,724; Wooyang Fishery (pre-merger) 2,621,906,303; Segi Trading (post-merger, pro forma) 7,761,853,027. - Non-current assets: 44,308,889,562; 156,632,665,276; 200,941,554,838. - Total assets: 49,448,836,286; 159,254,571,579; 208,703,407,865. - Current liabilities: 17,927,179,244; 32,773,232,240; 50,700,411,484. - Non-current liabilities: 6,950,498,453; 2,528,623,122; 9,479,121,575. - Total liabilities: 24,877,677,697; 35,301,855,362; 60,179,533,059. - Total equity: 24,571,158,589; 123,952,716,217; 148,523,874,806. - Total liabilities and equity: 49,448,836,286; 159,254,571,579; 208,703,407,865. - Revenue: 7,165,374,309; 12,648,734,900; 19,814,109,209. - Cost of sales: 5,912,875,421; 4,817,663,662; 10,730,539,083. - Operating income: 160,267,067; 6,334,737,962; 6,495,005,029. - Net income: 13,589,807; 5,075,762,478; 5,089,352,285. (Based on Segi Trading's Q1-2026 K-IFRS separate financial statements and Wooyang Fishery's Q1-2026 K-GAAP financial statements converted to K-IFRS; actual post-merger figures as of the merger date may differ.)

2. Form of merger Merger method: Segi Trading will absorb-merge Wooyang Fishery; Segi Trading survives and Wooyang Fishery dissolves. Small-scale merger: not applicable. Simplified merger: Wooyang Fishery will proceed by simplified merger with the consent of all its shareholders (Commercial Act Article 527-2). Listing status after merger: Segi Trading will remain KRX KOSPI-listed. Notable procedural point: dissenting Segi Trading shareholders may exercise appraisal rights as described above; the shareholders'-meeting notice must be given at least 2 weeks before the meeting (Commercial Act Article 542-4 permits electronic disclosure in lieu of individual notice for holders of 1% or less of voting shares); approval requires a special resolution (two-thirds of attending voting rights, one-third of total issued shares); the merger could fail if that threshold, required governmental approvals, or the agreement's conditions precedent are not satisfied.

3. Progress and schedule Progress to date (2026-05-21): board resolution to merge; execution of merger agreement; filing of this Material Event Report; shareholders'-meeting convening resolution; public notice/record-date announcement. Full schedule table (Segi Trading / Wooyang Fishery): merger-decision board resolution, 2026-05-21 / 2026-05-21; merger agreement date, 2026-05-21 / 2026-05-21; record-date notice/announcement, 2026-05-21 / not applicable; shareholder record date, 2026-06-05 / not applicable; dissent-notice period, 2026-06-22 to 2026-07-06 / not applicable; merger-approval shareholders' meeting (simplified merger substituted by board resolution for Wooyang Fishery), 2026-07-07 / 2026-07-07; appraisal-right exercise period, 2026-07-07 to 2026-07-27 / not applicable; creditor-objection notice/announcement, 2026-07-07 / 2026-07-07; creditor-objection period, 2026-07-07 to 2026-08-07 / 2026-07-07 to 2026-08-07; merger date, 2026-08-08 / 2026-08-08; closing-report board resolution (replacing closing shareholders' meeting), 2026-08-10 / not applicable; merger (dissolution) registration date, 2026-08-10 / 2026-08-10; merger completion report filing, 2026-08-10 / not applicable; new-share listing date, 2026-08-25 / not applicable. Securities registration statement: not required, for the reasons given in item 16 above.

4. Conditions for completion and applicable special rules Merger-agreement conditions precedent and termination conditions: as set out in item 18(10) above (Articles 13 and 14 of the merger agreement). Shareholders'-meeting approval requirement: special resolution under Commercial Act Articles 522/434 (two-thirds of attending voting rights, one-third of total issued shares); failure may cause the merger to fail. Regulatory risk: the agreement takes effect upon signing, but may be terminated if a required governmental approval/permit/notification materially affecting either party's business is finally refused. Litigation risk: minority shareholders of either company could file a merger-invalidation suit alleging procedural defects or an unfair ratio; a final court ruling of gross unfairness could invalidate the merger. However, per Supreme Court precedent (Supreme Court Decision 2007Da64136, decided 2008-01-10; Supreme Court Decisions 2005Da22701/2005Da22718, decided 2009-04-23), a merger ratio calculated per the statutory method, absent proof the valuation relied on falsified data or baseless projections, is not voidable merely for alleged unfairness. The ratio here was calculated for Segi Trading using the Capital Markets Act Article 165-4/Enforcement Decree Article 176-5(1)(1)(2) reference-price method and for Wooyang Fishery using external-evaluator-reviewed weighted asset/income value, so invalidation risk is considered low, though the possibility of litigation cannot be excluded. Relevant statutes (quoted in the filing): Capital Markets Act Enforcement Decree Article 176-5 (merger value for listed-listed mergers: reference price ± up to 10% (up to 30% for SPAC mergers); for listed-unlisted mergers: reference price for the listed party, subject to an asset-value floor, and weighted asset/income value for the unlisted party); Regulation on Issuance and Disclosure of Securities Article 5-13 (basis for asset/income value and their weighting; relative value method and disclosure); Enforcement Rules Article 4 (1:1.5 weighting of asset and income value); Article 5 (asset-value formula and its 11 adjustment items, as summarized above); Article 6 (income value via DCF, dividend-discount or similarly reasonable models); Article 7 (relative value via comparable companies meeting the stated criteria, with worked formula: comparable value = comparable company's share price × [(target's per-share pre-tax continuing income ÷ comparable's) + (target's per-share net assets ÷ comparable's)] ÷ 2); Article 8 (analysis base date = 5th business day before the filing date). Post-merger listing of new shares / delisting risk: the surviving company will apply without delay for additional listing of the merger new shares after merger registration, with listing scheduled for 2026-08-25; because the merger meets the requirements of Capital Markets Act Article 165-4 and is not a backdoor listing under KRX Listing Regulation Article 32, it does not meet the delisting criteria of KRX Listing Regulation Article 48, so delisting risk is not expected. Investment risk specific to the new shares: the 25,197,936 new shares issued to Wooyang Fishery shareholders will be subject to a 1-year mandatory holding period from the listing date of the merger new shares; fractional shares of less than one share will be settled in cash; accordingly there are no securities subject to a public offering or sale in connection with this merger; because Segi Trading will universally succeed to all of Wooyang Fishery's assets, liabilities, rights and obligations as of the merger date, the resulting financial and operational risk is expected to be limited. Option/other third-party contracts related to the merger: none.

5. Appraisal rights (detail) Exercise requirements: as described in item 13 above. Estimated purchase price: Segi Trading common stock, KRW 5,649. Basis: calculated per Capital Markets Act Article 165-5 and Enforcement Decree Article 176-7. If agreement on price is not reached, the price will be set from the market trading price before the board resolution per the statutory formula, and either party may apply to the court to determine the price. Estimated purchase price computation (Capital Markets Act Enforcement Decree Article 176-7(3)): - 2-month weighted average closing price (2026.03.21~2026.05.20): KRW 5,617. - 1-month weighted average closing price (2026.04.21~2026.05.20): KRW 5,629. - 1-week weighted average closing price (2026.05.14~2026.05.20): KRW 5,703. - Reference purchase price [(①+②+③)/3]: KRW 5,649. Daily closing price and trading volume used in the above calculation (source: KRX Data Information System, data.krx.co.kr): 2026-05-20: close 6,070, volume 123,592, value 750,203,440. 2026-05-19 (date written in the filing as "2026/0519", as stated in the filing): close 5,620, volume 45,208, value 254,068,960. 2026-05-18: close 5,620, volume 63,066, value 354,430,920. 2026-05-15: close 5,170, volume 17,395, value 89,932,150. 2026-05-14: close 5,160, volume 50,060, value 258,309,600. 2026-05-13: close 5,130, volume 11,712, value 60,082,560. 2026-05-12: close 5,140, volume 18,907, value 97,181,980. 2026-05-11: close 5,070, volume 33,603, value 170,367,210. 2026-05-08: close 5,260, volume 17,940, value 94,364,400. 2026-05-07: close 5,290, volume 16,692, value 88,300,680. 2026-05-06: close 5,270, volume 29,344, value 154,642,880. 2026-05-04: close 5,380, volume 27,647, value 148,740,860. 2026-04-30: close 5,430, volume 22,401, value 121,637,430. 2026-04-29: close 5,420, volume 16,395, value 88,860,900. 2026-04-28: close 5,600, volume 18,935, value 106,036,000. 2026-04-27: close 5,620, volume 25,068, value 140,882,160. 2026-04-24: close 5,760, volume 113,166, value 651,836,160. 2026-04-23: close 6,040, volume 20,198, value 121,995,920. 2026-04-22: close 6,230, volume 28,237, value 175,916,510. 2026-04-21: close 5,940, volume 31,221, value 185,452,740. 2026-04-20: close 6,160, volume 43,819, value 269,925,040. 2026-04-17: close 6,200, volume 48,163, value 298,610,600. 2026-04-16: close 6,400, volume 261,236, value 1,671,910,400. 2026-04-15: close 5,770, volume 57,403, value 331,215,310. 2026-04-14: close 5,840, volume 51,681, value 301,817,040. 2026-04-13: close 5,440, volume 84,121, value 457,618,240. 2026-04-10: close 5,120, volume 15,109, value 77,358,080. 2026-04-09: close 5,090, volume 13,773, value 70,104,570. 2026-04-08: close 5,060, volume 43,026, value 217,711,560. 2026-04-07: close 5,050, volume 50,241, value 253,717,050. 2026-04-06: close 5,000, volume 143,969, value 719,845,000. 2026-04-03: close 5,180, volume 88,219, value 456,974,420. 2026-04-02: close 4,975, volume 34,113, value 169,712,175. 2026-04-01: close 5,100, volume 35,875, value 182,962,500. 2026-03-31: close 5,100, volume 35,999, value 183,594,900. 2026-03-30: close 5,420, volume 25,696, value 139,272,320. 2026-03-27: close 5,360, volume 58,573, value 313,951,280. 2026-03-26: close 5,690, volume 30,100, value 171,269,000. 2026-03-25: close 5,530, volume 16,811, value 92,964,830. 2026-03-24: close 5,660, volume 22,085, value 125,001,100. 2026-03-23: close 5,660, volume 33,185, value 187,827,100. Resulting averages: 2-month weighted average closing price 5,617; 1-month 5,629; 1-week 5,703; reference purchase price [(①+②+③)/3] 5,649.

Exercise procedure, method, period and location: ① Dissent notice: a shareholder of record as of the record date must notify Segi Trading in writing of dissent to the board resolution by 3 business days before the shareholders' meeting, i.e. by 2026-07-02 (for beneficial owners holding through a securities firm, notice is given to that firm); securities firms must relay dissent notices to the Korea Securities Depository by 2 business days before the meeting, i.e. 2026-07-03, and the Depository must notify the company on the firm's behalf 1 business day before the meeting, i.e. 2026-07-06; a shareholder notifying the company directly may do so in writing up to the day before the meeting, 2026-07-06. ② Purchase demand: a dissenting shareholder may demand purchase, within 20 days of the resolution date, by written demand (stating class and number of shares) together with surrender of share certificates; beneficial owners submit the demand through their securities firm; general shareholders must request purchase through their securities firm by 2 business days before the exercise-period end date, i.e. by 2026-07-23, for the Depository to file on their behalf. ③ Exercise period: record date 2026-06-05; dissent-notice period 2026-06-22 to 2026-07-06; scheduled shareholders' meeting 2026-07-07; appraisal-right exercise period 2026-07-07 to 2026-07-27. ④ Receiving location: Segi Trading, 212 Toegye-ro, Jung-gu, Seoul; beneficial owners submit through their securities firm. Effect of appraisal-right results on the contract: if the aggregate of (appraisal shares exercised × estimated purchase price, as calculated under Capital Markets Act Article 165-5(3) proviso/Enforcement Decree Article 176-7(3)) exceeds KRW 3,000,000,000, the surviving company may terminate the agreement by written notice to the dissolving company. Funding, timing and method of payment: funding will be from the companies' own funds, supplemented by bank borrowing if needed, with specifics undetermined as of the filing date; payment is required within 1 month after the exercise period ends under Commercial Act Article 374-2 and Capital Markets Act Article 165-5, i.e. by 2026-08-27, but Segi Trading intends to pay on 2026-08-07; payment will be by cash or transfer to the shareholder's registered bank account (registered holders) or to the holder's account at the relevant securities firm (beneficial owners). Where the right is not available or is restricted: as described in item 13 above; once exercised, the demand cannot be withdrawn, and a dissenting shareholder who votes in favor at the meeting loses the right. Other investor notes: if the shareholders' meeting rejects the merger, appraisal rights lapse and the agreement does not take effect; once exercised, the demand cannot be cancelled or withdrawn; shareholders exercising appraisal rights may face different tax treatment than an open-market sale.

6. Interested-party relationships between the merging parties (a) Affiliate/subsidiary relationship: dissolving company Wooyang Fishery is a holding company under the Monopoly Regulation and Fair Trade Act, and surviving company Segi Trading is its affiliate. As of the filing date, Segi Trading's largest shareholder and related parties (Wooyang Industrial Development and 10 others) hold 53.95%; Wooyang Fishery's largest shareholder and related parties (Jo Yeong-jun, Jo Hyo-sik, Lee Ju-bun, Jo Mi-bun, Jo Yeong-su, Jo Yeong-mi, Jo Yeong-ran, 7 persons) hold 100%. After the merger, Segi Trading's largest shareholder and related parties (Jo Yeong-jun and 10 others) are expected to hold 91.18%, so there is no substantive change of control. Wooyang Fishery will dissolve; Segi Trading will remain as the surviving company and succeed to all of Wooyang Fishery's status. Following the merger, Segi Trading is expected to no longer meet the requirements of a holding company under the Fair Trade Act, an effect expected to be limited in impact. (b) Overlapping officers: Jo Yeong-jun serves as representative director (CEO) of Segi Trading and as an in-house director of Wooyang Fishery. (c) Cross-relationships between the parties' controlling shareholders: the surviving and dissolving companies' respective largest shareholders are Wooyang Industrial Development Co., Ltd. and Jo Yeong-jun; Wooyang Industrial Development's largest shareholder is Wooyang Fishery, so each party's largest shareholder and related parties are related parties of the other party. Segi Trading shareholding (as of filing date; beginning/ending figures identical): Wooyang Industrial Development (largest shareholder) 2,844,399 shares (47.65%); KES (related party) 253,053 (4.24%); Jo Yeong-jun (related party) 71,948 (1.21%); Jo Hyo-sik 20,554 (0.34%); Lee Ju-bun 10,277 (0.17%); Jo Seong-bin 6,166 (0.10%); Jo Seong-jun 6,166 (0.10%); Jo Mi-bun 2,055 (0.03%); Jo Yeong-su 2,055 (0.03%); Jo Yeong-mi 2,055 (0.03%); Jo Yeong-ran 2,055 (0.03%); total 3,220,783 (53.95%). Wooyang Fishery shareholding (as of filing date; beginning/ending figures identical): Jo Yeong-jun (largest shareholder) 9,977 (51.74%); Jo Hyo-sik 3,311 (17.17%); Lee Ju-bun 2,000 (10.37%); Jo Mi-bun 1,000 (5.18%); Jo Yeong-su 1,000 (5.18%); Jo Yeong-mi 1,000 (5.18%); Jo Yeong-ran 1,000 (5.18%); total 19,288 (100%). (d) Competitive/complementary business relationship between the parties: not applicable. Transactions between the parties: no cross-equity investment; no debt guarantees/collateral; no purchase/sale transactions; no outstanding receivables/payables/unpaid amounts between the parties. Transactions with controlling shareholders: no credit extension to or asset transactions with controlling shareholders; no business transactions with controlling shareholders equal to 5% or more of revenue on the financial statements.

7. Creditor protection procedure Each merging party will follow the creditor-protection procedure under Commercial Act Articles 232 and 527-5: (1) within 2 weeks of the shareholders'-meeting approval, each party must publicly notify creditors to submit objections within a period of 1 month or more, and separately notify known creditors; (2) a creditor who does not object within that period is deemed to have approved the merger (Commercial Act Article 232(2)); (3) for any creditor who does object, each party must either make payment, provide adequate security, or entrust corresponding property to a trust company for that purpose (Commercial Act Article 232(3)). Objection notice date: 2026-07-07. Objection period: 2026-07-07 to 2026-08-07. Notice medium: Segi Trading, www.daehancinema.co.kr; Wooyang Fishery, www.wfishery.co.kr. Objection submission location: Segi Trading, 212 Toegye-ro, Jung-gu, Seoul (Chungmuro 4-ga); Wooyang Fishery, 264 Chungmudae-ro, Seo-gu, Busan (Chungmu-dong 1-ga). Universal succession: on the merger date, Segi Trading will comprehensively succeed to all of Wooyang Fishery's assets, liabilities and other property, rights and obligations existing as of that date, without any further procedure or agreement.

8. Other matters necessary for investor protection No prior agreement, plan or understanding exists between the merging parties and their controlling shareholders regarding Segi Trading's material management policy after the merger. For reference: (i) current Segi Trading directors and the auditor will, absent resignation or other term-ending event, retain their positions for the remainder of their terms after the merger, notwithstanding Commercial Act Article 527-4; (ii) the director/auditor positions of dissolving Wooyang Fishery's officers will terminate upon the merger's registration.

MERGER COUNTERPARTY COMPANY, WOOYANG FISHERY CO., LTD.

Overview: legal/commercial name Wooyang Fishery Co., Ltd., rendered in English as "Woo Yang Fishery Co., Ltd." Established 1997-11-13. Head office: 264 Chungmudae-ro, Seo-gu, Busan (Chungmu-dong 1-ga). Phone: 051-245-7191. Website: www.wfishery.co.kr. SME status: qualifies as an SME; not a venture company; not a mid-size company. CEO: Jeong Myeong-ho. Main business: large purse-seine (offshore schooling-fish) fishing, plus holding-company investment in subsidiaries; qualifies as a holding company under the Monopoly Regulation and Fair Trade Act. Fiscal year-end: December. Listing status: unlisted. Credit rating: none obtained in the past 3 fiscal years. Consolidated subsidiaries (as of filing date): Wooyang Industrial Development Co., Ltd. (unlisted, Korea, tourism-hotel and real-estate leasing business, 90.42% held, unchanged from beginning to end of period); Wooyang Networks Co., Ltd. (unlisted, Korea, oil sales business, 100% held, unchanged); Segi Trading Co., Ltd. (listed, Korea, cinema and oil business, 45.99% held, unchanged).

Corporate history: - Head-office relocations: moved 1999-09-30 to the Wooyang Building, Chungmu-dong 1-ga 39-5, Seo-gu, Busan. - Management/auditor changes: CEO Jeong Myeong-ho newly appointed at a 2021-08-20 extraordinary shareholders' meeting. - Largest-shareholder changes: the largest shareholder is Jo Yeong-jun; no change during the disclosure period. - Name changes: none. - Composition, corporate-reorganization or similar proceedings: none, past or ongoing. - Prior mergers etc.: none. - Business/Articles-of-Incorporation purpose history: the company's Articles of Incorporation (Article 2, "Purpose") authorize the following businesses: fisheries; fish-catching; import/export; marine-product processing; real-estate leasing; vessel leasing; corporate acquisition and restructuring services; management consulting; a holding-company business of acquiring and holding subsidiary shares/equity to control, provide management guidance to, restructure and nurture subsidiaries; financial and operational support for subsidiaries; fundraising to finance that support; tourist-hotel business; liquor sales; general-merchandise sales; real-estate sales; and any business incidental to the foregoing. Purpose additions were made on 1999-10-09 (vessel leasing), and on 2012-11-13 (corporate acquisition/restructuring services; management consulting; the holding-company business described above; financial/operational support for subsidiaries; subsidiary fundraising support; tourist-hotel business; liquor sales; general-merchandise sales; and real-estate sales).

Capital history (as of filing date; KRW thousand, shares), FY29 (2025 year-end) / FY28 (2024 year-end) / FY27 (2023 year-end), all identical: common shares outstanding 19,288 / 19,288 / 19,288; par value 10,000 / 10,000 / 10,000; capital 192,880 / 192,880 / 192,880 (thousand KRW); no preferred shares in any year; total capital 192,880 / 192,880 / 192,880.

Total shares (as of filing date; shares): authorized shares 2,000,000; shares issued to date 19,288; shares decreased to date 0 (including 0 from capital reduction, retirement, redemption of redeemable shares, or other causes); shares outstanding (issued less decreased) 19,288; treasury shares 0; shares in circulation 19,288. No treasury stock; no multiple share classes.

Articles of Incorporation: - Most recent amendment: 2026-04-16, at the 30th-term extraordinary shareholders' meeting. - Amendment history during the disclosure period: 2023-02-06 (extraordinary meeting), head-office address changed following relocation; 2023-03-27 (6th-term annual meeting), business-purpose clause revised/clarified to specify lines of business, share classes diversified for funding flexibility, bond-issuance terms revised for funding flexibility; 2024-10-18 (extraordinary meeting), head-office address changed following relocation; 2026-04-16 (extraordinary meeting), public-notice method revised to add the company website. - Current business-purpose items (16 total, all currently conducted): (1) fisheries; (2) fish-catching; (3) import/export; (4) marine-product processing; (5) real-estate leasing; (6) vessel leasing; (7) corporate acquisition/restructuring services; (8) management consulting; (9) holding-company business over subsidiaries; (10) financial/operational support for subsidiaries; (11) subsidiary fundraising support; (12) tourist-hotel business; (13) liquor sales; (14) general-merchandise sales; (15) real-estate sales; (16) any incidental business.

Business overview: Fleet: 1 main vessel (129-ton class) plus 2 light/scout boats and 3 carrier vessels, 6 vessels in total. Fishing season/grounds: year-round; grounds at Geomun Island, offshore Jeju, near Tsushima, and the East China Sea. Main species: mackerel, horse mackerel (jack mackerel), Spanish mackerel, sardine, squid and other migratory species. Use of catch: 80% sold fresh, 20% used for feed. Fleet/crew: average 6 vessels per fleet; average 75 crew (main vessel 28, 2 light boats 16, 3 carrier vessels 31). Main equipment: fish finders, sonar, radar, GPS, radios, automatic weather recorders, thermometers, etc. Operating days: approximately 270 days/year; moonlight closure approximately 6 days/month (14th-19th of the lunar month). Net specifications: buoy-line length 900 m (range 800~1,500 m); net width/depth approx. 200 m; material 15~70-strand nylon; mesh/knot "bird's-foot" knot, 30~60 m; floats (buoyancy)/weights (lead) 6~7 bundles / 2~3 tons. Purse-seine method (condensed): a 6-vessel fleet (1 main vessel, light/scout boats, 3 carrier vessels) searches for a school of fish; once located, the light boats illuminate the school's edge while the carrier vessels help position towlines; the main vessel then encircles the school by casting the net, closes the purse-line to trap the fish, and the carrier vessels take turns transferring the catch to their holds for transport to the fish market. Equipment used includes net-hauling winches, power blocks, derrick booms for unloading, sonar and fish-finders. Fishing timing: year-round, with mackerel typically caught August-December, horse mackerel May-August, and sardine roughly May-November; daily operations run from 8 p.m. to 8 a.m. the next day, with roughly 3 hours from one net cast to haul-in.

Products (KRW million): fisheries segment, catch (mackerel etc.), revenue 28,662, 99.96% of sales; leasing segment, property leasing, revenue 12, 0.04%; total 28,674, 100.00%. Price trend, mackerel (KRW/ton): 2025~3,234,378; 2024~2,394,854; 2023~2,264,365. (Because mackerel catch volumes are tracked on a July 1-June 30 fishing-year basis, calendar-year catch volumes were estimated by averaging the two overlapping fishing-year volumes, and prior-year mackerel revenue was estimated using the 2025 ratio of mackerel revenue to total revenue of 91.99%; average unit prices were derived by dividing estimated mackerel revenue by estimated catch volume.) Price volatility drivers: supply/demand, and uncontrollable, variable factors such as sea-surface temperature, plankton (food-web) fluctuations, migration routes and operating conditions. Raw materials (KRW million): fuel oil purchased for vessel use, 2,881, from the Large Purse Seine Fisheries Cooperative. No separate production/manufacturing facilities. Revenue by year (KRW million): fisheries, 2025: 28,662; 2024: 20,177; 2023: 19,570. Leasing, 12 / 12 / 12 each year. Total, 28,674 / 20,189 / 19,582. Liquidity-risk management: ultimate responsibility rests with the board, which sets policy for short- and mid/long-term funding and liquidity management; the company maintains adequate reserves and borrowing capacity and monitors projected versus actual cash flow and the maturity profile of financial assets/liabilities. Derivatives/put-back options: none. Material contracts and R&D activity: none.

Financial statements (consolidated, KRW), 2023/2024/2025 year-end: Current assets: 42,266,403,541 / 53,335,893,411 / 73,638,586,575 (of which quick assets 38,253,283,346 / 48,391,769,374 / 69,085,053,260; inventories 4,013,120,195 / 4,944,124,037 / 4,553,533,315). Non-current assets: 250,939,440,074 / 273,768,215,137 / 257,283,649,138 (investment assets 31,868,342,829 / 32,009,701,034 / 11,695,512,349; tangible assets 208,825,752,829 / 153,718,975,399 / 158,024,881,362; investment property 4,289,957,026 / 81,659,907,380 / 81,464,937,455; intangible assets 5,843,992,390 / 5,493,390,325 / 5,142,788,260; other non-current assets 111,395,000 / 886,240,999 / 955,529,712). Total assets: 293,205,843,615 / 327,104,108,548 / 330,922,235,713. Current liabilities: 138,624,588,147 / 167,153,290,228 / 131,206,889,940. Non-current liabilities: 16,662,899,714 / 24,119,396,577 / 33,249,341,912. Total liabilities: 155,287,487,861 / 191,272,686,805 / 164,456,231,852. Controlling-interest equity: 83,632,470,120 / 83,316,870,667 / 111,984,380,158 (capital 192,880,000 each year; capital surplus 10,863,025,611 / 10,846,772,319 / 11,392,959,097; other comprehensive income -87,468,908 / -151,023,553 / -84,819,295; retained earnings 72,664,033,417 / 72,428,241,901 / 100,483,360,356). Non-controlling interests: 54,285,885,634 / 52,514,551,076 / 54,481,623,703. Total equity: 137,918,355,754 / 135,831,421,743 / 166,466,003,861. (Note: subsidiaries Wooyang Industrial Development and Wooyang Networks report under K-GAAP; Segi Trading's consolidated figures follow K-IFRS.)

Income statement (consolidated, KRW), 2023/2024/2025: Revenue: 124,166,502,701 / 120,198,931,641 / 126,371,411,787. Cost of sales: 108,403,332,077 / 107,535,524,110 / 107,064,394,073. Gross profit: 15,763,170,624 / 12,663,407,531 / 19,307,017,714. SG&A: 11,178,194,508 / 11,745,521,526 / 12,783,714,081. Operating income: 4,584,976,116 / 917,886,005 / 6,523,303,633. Non-operating income: 2,604,498,155 / 4,992,024,194 / 38,817,377,486. Non-operating expenses: 5,688,769,574 / 7,324,282,914 / 5,348,921,525. Pre-tax income from continuing operations: 1,500,704,697 / -1,414,372,715 / 39,991,759,594. Income tax on continuing operations: 582,939,605 / 427,472,431 / 10,034,446,719. Income (loss) from continuing operations: 917,765,092 / -1,841,845,146 / 29,957,312,875. Income (loss) from discontinued operations: -78,304,064 / -156,825,334 / 0. Net income (loss): 839,461,028 / -1,998,670,480 / 29,957,312,875.

Balance sheet (separate, KRW), 2023/2024/2025: Current assets: 3,662,838,071 / 4,451,585,340 / 10,460,597,553. Non-current assets: 118,764,237,515 / 117,099,943,887 / 136,467,744,262 (investment assets 116,072,822,565 / 113,900,989,780 / 133,965,273,766; tangible assets 2,450,221,950 / 2,939,339,215 / 2,261,113,430; other non-current assets 241,193,000 / 259,614,892 / 241,357,066). Total assets: 122,427,075,586 / 121,551,529,227 / 146,928,341,815. Current liabilities: 36,969,949,039 / 36,394,525,104 / 32,244,874,994. Non-current liabilities: 1,824,656,427 / 1,840,133,456 / 2,699,086,663. Total liabilities: 38,794,605,466 / 38,234,658,560 / 34,943,961,657. Capital: 192,880,000 each year. Capital surplus: 10,154,960,000 each year. Other comprehensive income: 620,596,703 / 540,788,766 / 1,153,179,802. Retained earnings: 72,664,033,417 / 72,428,241,901 / 100,483,360,356. Total equity: 83,632,470,120 / 83,316,870,667 / 111,984,380,158.

Income statement (separate, KRW), 2023/2024/2025: Revenue: 19,569,635,900 / 20,176,941,600 / 28,662,447,800. Cost of sales: 15,066,838,453 / 14,917,995,674 / 16,826,532,590. Gross profit: 4,502,797,447 / 5,258,945,926 / 11,835,915,210. SG&A: 3,047,414,785 / 3,008,137,557 / 3,722,009,920. Operating income: 1,455,382,662 / 2,250,808,369 / 8,113,905,290. Non-operating income: 2,152,210,958 / 305,508,990 / 22,823,992,940. Non-operating expenses: 1,517,101,417 / 2,525,247,826 / 1,215,582,805. Pre-tax income (loss): 2,090,492,203 / 31,069,533 / 29,722,315,425. Income tax: -3,617,978 / 266,861,049 / 1,667,196,970. Net income (loss): 2,094,110,181 / -235,791,516 / 28,055,118,455. Dividends: none. Capital raised through securities issuance: none.

External audit: auditor Sinwoo Accounting Corporation; opinion unqualified for FY27 (2023), FY28 (2024) and FY29 (2025), with no emphasis-of-matter paragraphs or key audit matters noted. Internal controls: not applicable (no disclosure item).

Board of directors: as an unlisted company, the board comprises 3 in-house directors, Jeong Myeong-ho (CEO), Jo Hyo-sik, and Jo Yeong-jun, and no outside directors (0 appointed, removed or retired during the period). Board resolutions (all approved unanimously, with all 3 in-house directors, Jeong Myeong-ho, Jo Hyo-sik, Jo Yeong-jun, attending each time, 100% attendance each): 2023-02-13 (Suhyup Bank general working-capital loan); 2023-04-03 (Suhyup Bank TAC-participant fisher management-improvement loan); 2023-04-05 (Suhyup Bank general working-capital loan); 2023-05-31 (six separate resolutions replacing collateral on existing loans); 2024-01-31 (new financing-guarantee collateral arrangement involving affiliates and third parties); 2024-04-03 (Suhyup Bank fisheries-development working-capital loan); 2024-04-09 (Suhyup Bank fisheries/marine general working-capital loan); 2024-04-16 (Suhyup Bank fishery-financing loan); 2024-08-02 (Suhyup Bank fishery-financing loan); 2024-09-04 (Suhyup Bank special fishery-financing management loan); 2025-01-24 (Large Purse Seine Fisheries Cooperative working-capital loan); 2025-03-10 (Suhyup Bank fisheries-development working-capital loan); 2025-04-02 (3 resolutions: Suhyup Bank fishery-financing loan; new general loan with affiliate/third-party collateral arrangement; collateral on company-owned real estate for an affiliate's (Wooyang Fishery's) new Busan-city SME working-capital loan); 2025-04-10 (Large Purse Seine Fisheries Cooperative working-capital loan); 2025-09-30 (Large Purse Seine Fisheries Cooperative working-capital loan), 22 resolutions in total. Board committees: none established as of the filing date. Director independence: all directors were lawfully elected at shareholders' meetings, with major decisions and execution going through board deliberation per the Commercial Act. Director detail: Jeong Myeong-ho, 3-year term, 2nd renewal, recommended by the board, overall management, no relation to the largest shareholder, no related transactions, selected for management capability expected to support growth and competitiveness; Jo Hyo-sik, 3-year term, 9th renewal, overall management, related party of the largest shareholder, selected for years of fisheries-industry experience and broad understanding of company operations; Jo Yeong-jun, 3-year term, 8th renewal, overall management, is himself the largest shareholder, selected for experience spanning sales, marketing, new-business development and management, expected to contribute to strategy and new growth drivers. Outside-director expertise: not applicable, no outside directors are seated, so there is no related support organization or outside-director training program.

Audit arrangements: no audit committee is established. Auditor: Mun Ji-hwa (born 1980-04-24; 3-year term; newly appointed; full-time; current CEO of Goryeo Energy Co., Ltd.; related party of the largest shareholder). Auditor independence: the company maintains separate audit regulations guaranteeing the auditor's access to management information, including attendance at board and other key meetings, the right to receive reports from directors, and the right to inspect and review material business documents. Auditor activity: 2023-04-30 (approval of FY2022 balance sheet and income statement); 2024-04-30 (approval of FY2023 balance sheet and income statement); 2025-04-10 (approval of FY2024 balance sheet and income statement; and approval of executive retirement-benefit payment rules); 2026-03-31 (approval of FY2025 balance sheet and income statement), all items approved. Auditor training: not conducted; reason given, necessary information and materials are provided to enable the auditor to perform audit duties, and no separate training program is run. Audit support: the General Affairs Department supports the auditor as of the filing date. Compliance-officer support organization: none.

Shareholders (as of 2025-12-31; shares, %): Jo Yeong-jun (largest shareholder, self) 9,977 (51.74%); Jo Hyo-sik (related party) 3,311 (17.17%); Lee Ju-bun (related party) 2,000 (10.37%); Jo Mi-bun (related party) 1,000 (5.18%); Jo Yeong-su (related party) 1,000 (5.18%); Jo Yeong-mi (related party) 1,000 (5.18%); Jo Yeong-ran (related party) 1,000 (5.18%); total 19,288 (100%), unchanged from beginning to end of the period. Largest shareholder career: Jo Yeong-jun, CEO, Goryeo Chemical Co., Ltd. (2013.04-present); CEO, Wooyang Fishery Co., Ltd. (2015.04~2021.08); non-executive director, the Large Purse Seine Fisheries Cooperative (2017.11~2021.08). Largest-shareholder change history: none. Business/stability factors affecting the company materially: none. Transactions that could cause a change of largest shareholder: none. 5%-or-more shareholders (as of 2025-12-31, shares/%): Jo Yeong-jun 9,977 (51.73%); Jo Hyo-sik 3,311 (17.17%); Lee Ju-bun 2,000 (10.37%); Jo Mi-bun 1,000 (5.18%); Jo Yeong-su 1,000 (5.18%); Jo Yeong-mi 1,000 (5.18%); Jo Yeong-ran 1,000 (5.18%). (Minor rounding difference of 0.01% for Jo Yeong-jun between this table and the preceding one, as stated in the filing.) No minority-shareholder breakdown reported, as not applicable. Share price/trading, past 6 months: not applicable (unlisted).

Officers/employees: 84 employees as of the filing date, expected to transfer employment to Segi Trading upon the merger per the merger agreement. Officer concurrent directorships (as of filing date): Jo Hyo-sik, in-house director of Wooyang Industrial Development Co., Ltd., Wooyang Networks Co., Ltd., Goryeo Chemical Co., Ltd., Wooyang Cold Storage Co., Ltd., Goryeo Energy Co., Ltd., and KES; Jo Yeong-jun, in-house director of Wooyang Industrial Development Co., Ltd., Segi Trading Co., Ltd., Wooyang Networks Co., Ltd., Goryeo Chemical Co., Ltd., Wooyang Cold Storage Co., Ltd., Goryeo Energy Co., Ltd., and KES. Stock options: none granted or exercised.

Affiliates: the "Wooyang Group" comprises 1 listed and 2 unlisted companies (3 total), Segi Trading Co., Ltd. (listed, corporate registration no. 110111-0015853), Wooyang Industrial Development Co., Ltd. (unlisted, 110111-0198542), and Wooyang Networks Co., Ltd. (unlisted, 180111-0245406). No equity investment in other corporations.

Other matters for investor protection: no pending disclosure follow-ups. Contingent liabilities: no material litigation; no bills/checks held as collateral or for safekeeping; no debt guarantees; no debt-assumption agreements; no other contingent liabilities. No regulatory sanctions. No material events after the balance-sheet date.

(condensed translation)

Filed2026-07-13, [Amended] Material event report (merger)
SourceDART rcept 20260713000345 → open original filing

Versions of this filing

  1. 2026-05-21Original
  2. 2026-06-17Amendment 1
  3. 2026-06-23Amendment 2
  4. 2026-07-13Amendment 3 (this page)

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 2026-07-13 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).