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What happened
Material Event Report (Decision on Company Merger) [Form version] 6.1
S&K Polytec Co., Ltd.
Material Event Report / Korea Exchange Disclosure Obligation To the Financial Services Commission / Korea Exchange July 13, 2026
Company name: S&K Polytec Co., Ltd. CEO: Lee Min-hyeong Head office address: 69, Cheongwonsandan 1-gil, Mado-myeon, Hwaseong-si, Gyeonggi-do (Phone) 031-432-8061 (Website) http://www.snkpoytec.com Preparer: (Title) Director (Name) Yoo Seung-hui (Phone) 031-432-0861
Decision on Company Merger
1. Merger method S&K Polytec Co., Ltd. will absorb Seonjin Engineering Co., Ltd. Surviving company (merging company): S&K Polytec Co., Ltd. (KOSDAQ-listed) Dissolving company (absorbed company): Seonjin Engineering Co., Ltd. (unlisted) Trade name of the surviving company after the merger: S&K Polytec Co., Ltd. Merger type: Small-scale merger
2. Purpose of merger: Improving management efficiency
3. Material impact and effects of the merger (1) Impact on the company's management S&K Polytec Co., Ltd. and Seonjin Engineering Co., Ltd., the parties to this merger, are affiliated companies belonging to the same corporate group under the Monopoly Regulation and Fair Trade Act, with Seonjin Engineering Co., Ltd. being a 100%-owned subsidiary of S&K Polytec Co., Ltd. As of the date of this material event report, the largest shareholder of S&K Polytec Co., Ltd. is Kang Ga-hui, holding 38.04% of the total issued shares, and the largest shareholder of Seonjin Engineering Co., Ltd. is S&K Polytec Co., Ltd., holding a 100.00% stake. As this merger proceeds by way of a no-new-share absorption merger in which S&K Polytec Co., Ltd. holds all of the issued shares of Seonjin Engineering Co., Ltd. without issuing merger shares, there will be no change in S&K Polytec Co., Ltd.'s ownership structure as a result. After the merger is completed, Seonjin Engineering Co., Ltd. will be dissolved, and the surviving company S&K Polytec Co., Ltd. will comprehensively succeed to all of Seonjin Engineering Co., Ltd.'s assets, liabilities and other rights and obligations. (2) Impact on the company's finances and operations As this merger is an absorption merger of a 100%-owned subsidiary of S&K Polytec Co., Ltd., the impact on the consolidated entity's financial position and operating performance on a consolidated basis is expected to be limited. However, this merger is expected to create synergies by enabling the integration and efficient allocation of management resources, enhancing organizational operating efficiency, unifying the decision-making structure, reducing administrative costs, and otherwise strengthening business competitiveness and management efficiency. The trade name of the surviving company S&K Polytec Co., Ltd. will remain unchanged after this merger, and the employment relationships of officers and employees working at Seonjin Engineering Co., Ltd. as of the merger effective date, and the related rights and obligations, will be succeeded to by S&K Polytec Co., Ltd. in accordance with relevant laws.
4. Merger ratio S&K Polytec Co., Ltd. : Seonjin Engineering Co., Ltd. = 1.0000000 : 0.0000000 (In the case of a dissolution merger of a special purpose acquisition company) multiple of the listing-day base price of the merger's new shares relative to the closing price on the special purpose acquisition company's last trading day: -
5. Basis for calculating the merger ratio The merging company S&K Polytec Co., Ltd. holds 100.00% of the total issued shares of the absorbed company Seonjin Engineering Co., Ltd., and as no new shares will be issued in the merger, the merger ratio has been set at 1.0000000 : 0.0000000. Corporate value: surviving company -; dissolving company -
6. External valuation matters External valuation conducted: Not applicable Basis and reason: Under the proviso to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5(7)(2)(b) of its Enforcement Decree, where a company holding the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger value may be omitted. As this merger is a no-new-share absorption merger in which the surviving company S&K Polytec Co., Ltd. holds 100% of the total issued shares of the dissolving company Seonjin Engineering Co., Ltd., it falls under the above provision, and accordingly no external valuation institution's assessment was obtained. Name of external valuation institution: -; external valuation period: -; external valuation opinion: -
7. Type and number of merger new shares (shares): common shares -; other shares -
8. Merger counterparty company Company name: Seonjin Engineering Co., Ltd. Main business: Manufacture of automotive parts Relationship with the company: Subsidiary Most recent fiscal-year financial details (KRW): Total assets 11,557,507,650; Capital stock 100,000,000; Total liabilities 6,867,981,679; Sales 22,524,626,588; Total equity 4,689,525,971; Net income 1,164,595,137 External audit: institution -; audit opinion - (In the case of a dissolution merger of a special purpose acquisition company) CEO -; date of incorporation -; head office address -; scheduled date of filing a securities registration statement -
9. Newly incorporated merger company Company name: -; financial details at incorporation (KRW): total assets -; total liabilities -; total equity -; capital stock - (Currently) most recent fiscal-year sales of the new business division (KRW): -; main business: -; application for re-listing: Not applicable
10. Merger schedule Merger agreement date: July 16, 2026 Shareholder record date: July 29, 2026 Shareholder register closure period: start -; end - Period for receiving notices of objection to merger: start July 30, 2026; end August 13, 2026 Scheduled general shareholders' meeting date: - Appraisal-rights exercise period: start -; end - Period for surrendering old share certificates: start -; end - Scheduled trading-suspension period: start -; end - Creditor objection period: start August 19, 2026; end September 21, 2026 Merger effective date: October 1, 2026 Completion-report general meeting date: October 2, 2026 Scheduled merger registration date: October 6, 2026 Scheduled date for delivery of new share certificates: - Scheduled listing date of new shares: -
11. Whether this constitutes a backdoor listing: Not applicable
12. Whether the other company meets the requirements for a backdoor listing: Not applicable
13. Matters concerning appraisal rights Exercise requirements: Pursuant to Article 527-3(5) of the Commercial Act, as this merger constitutes a small-scale merger, shareholders of the merging company S&K Polytec Co., Ltd. are not granted appraisal rights. Expected purchase price: -; exercise procedure, method, period, place: -; expected payment timing and method: -; matters concerning restrictions on appraisal rights: -; effect on the contract: -
14. Board resolution date (decision date): July 13, 2026 Outside directors present: 1; absent: 0 Non-outside-director auditor (audit committee member) present: Present
15. Whether a put option or similar contract was concluded: No; contract details: -
16. Whether subject to filing of a securities registration statement: No Reason if exempted from filing: As this merger proceeds by way of a no-new-share merger not issuing merger shares, no offering or sale of securities, which would require a securities registration statement, occurs in the course of this merger.
17. Plans for future corporate restructuring: As of the date of this report, there are no finalized plans for corporate restructuring being pursued or planned following completion of the merger.
18. Other matters material to investment decisions (a) This merger will proceed as a small-scale merger under Article 527-3 of the Commercial Act. Accordingly, shareholders of the merging company S&K Polytec Co., Ltd. are not granted appraisal rights, and the general-shareholders'-meeting approval procedure for the merger is replaced by board approval. (b) However, under Article 527-3(4) of the Commercial Act, if, within two weeks from the date of the merger announcement, a shareholder holding 20% or more of the surviving company's total issued shares notifies in writing of its opposition to the merger, this merger cannot proceed as a small-scale merger. (c) The most recent fiscal-year financial details in item "8. Merger counterparty company" above are stated based on the financial statements as of the end of 2025. (d) The "10. Merger schedule" above reflects the schedule as planned as of the filing date of this material event report, and may change depending on consultations between the merging parties and the schedules of relevant institutions. In addition, the completion-report general meeting will be replaced by a board resolution and announcement pursuant to Article 526(3) of the Commercial Act. (e) After completion of this merger, S&K Polytec Co., Ltd. will continue as the surviving company, and no merger consideration in cash will be paid to the shareholders of the dissolving company Seonjin Engineering Co., Ltd. In addition, this merger will not result in any change in the largest shareholder.
Related disclosures: -
[Detailed Statement of Material Merger Matters]
1. Overview of the merger (a) Basic matters concerning the merger Surviving company (merging company) after the merger: Trade name S&K Polytec Co., Ltd.; Address 69, Cheongwonsandan 1-gil, Mado-myeon, Hwaseong-si, Gyeonggi-do; CEO Lee Min-hyeong; Listing status KOSDAQ-listed Dissolving company (absorbed company) after the merger: Trade name Seonjin Engineering Co., Ltd.; Address 1598-1, Sicheong-ro, Jeongnam-myeon, Hyohaeng-gu, Hwaseong-si, Gyeonggi-do; CEO Hwang Seung-jae; Listing status unlisted
(2) Material impact and effects on the company's management, finances, operations, etc. S&K Polytec Co., Ltd. holds a 100.00% stake in Seonjin Engineering Co., Ltd., and upon completion of this merger, S&K Polytec Co., Ltd. will continue as the surviving company and Seonjin Engineering Co., Ltd. will be dissolved. This merger proceeds as a no-new-share merger, with the merger ratio set at 1 : 0. Accordingly, there will be no merger consideration in cash or merger new shares, and this merger will not result in any change in the largest shareholder. As this merger is with a 100%-owned subsidiary, the impact on finances and operations on a consolidated basis is expected to be limited; however, positive effects such as more efficient management of resources and improved administrative efficiency through the merger are expected.
(3) Plans regarding future corporate restructuring, etc. As of the date of this material event report, the company has no matters related to corporate restructuring being pursued or planned other than this merger.
(4) Overview of the counterparty company Please refer to "2. Matters Concerning the Merger Counterparty Company" below.
(5) Form of the merger, etc. This merger will proceed in the form of an absorption merger in which S&K Polytec Co., Ltd., which holds a 100.00% stake, absorbs Seonjin Engineering Co., Ltd.; S&K Polytec Co., Ltd. will continue as the surviving company and Seonjin Engineering Co., Ltd. will be dissolved. This merger is a no-new-share merger with no issuance of merger new shares, constituting a small-scale merger under Article 527-3 of the Commercial Act, and merger approval will be substituted by board approval. The surviving company S&K Polytec Co., Ltd. is, as of the date of this material event report, listed on the KOSDAQ market, and will retain its listed status after completion of this merger. However, under Article 527-3(4) of the Commercial Act, if a shareholder holding 20% or more of the company's total issued shares notifies in writing of opposition to the merger within two weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. Also, as this constitutes a small-scale merger, shareholders of the merging company are not granted appraisal rights.
(6) Progress and key schedule Merger board resolution date: July 13, 2026 Announcement of setting the shareholder record date: July 15, 2026 Merger agreement date: July 16, 2026 Shareholder record date: July 29, 2026 Small-scale merger announcement: July 30, 2026 Period for receiving notices of objection to merger: start July 30, 2026; end August 13, 2026 Board resolution approving the merger (in lieu of general shareholders' meeting): August 18, 2026 Creditor objection announcement: August 19, 2026 Creditor objection period: start August 19, 2026; end September 21, 2026 Merger effective date: October 1, 2026 Completion-of-merger-report board resolution (in lieu of general shareholders' meeting): October 2, 2026 Announcement of completion-of-merger report: October 2, 2026 Scheduled merger registration date: October 6, 2026 Filing of completion-of-merger report: October 6, 2026 Note: The above merger schedule reflects the expected schedule as of the filing date of this report, and may be partly changed through consultations and approval processes with relevant institutions.
Whether a securities registration statement will be filed: Not subject Reason if exempted from filing: As this is a no-new-share merger, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger.
(7) Conditions for the merger to take effect Under Article 527-3(4) of the Commercial Act, if a shareholder holding 20% or more of the surviving company's total issued shares notifies the company in writing of its opposition to the merger within two weeks from the date of the small-scale merger announcement, this merger cannot proceed as a small-scale merger. In such a case, the company will determine whether to proceed through a subsequent board resolution.
(b) Merger value and basis for its calculation (1) Merger value: As the surviving company S&K Polytec Co., Ltd. holds a 100.00% stake in the dissolving company Seonjin Engineering Co., Ltd., the merger ratio is set at 1.0000000 : 0.0000000, and the merger proceeds as a no-new-share merger without the issuance of merger new shares. (2) External valuation: Under the proviso to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5(7)(2)(b) of its Enforcement Decree, where a company holding the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger value may be omitted. As this merger is a no-new-share absorption merger in which the surviving company S&K Polytec Co., Ltd. holds 100% of the total issued shares of the dissolving company Seonjin Engineering Co., Ltd., it falls under the above provision, and accordingly no external valuation institution's assessment was obtained.
(c) Investment risk factors Contract termination conditions under the merger agreement, Article 12 (Termination): (1) Either party may terminate this agreement at any time before the merger effective date by written agreement with the other party. (2) If either party's assets, liabilities, or management condition undergoes a material change, or an unforeseen material defect, impairment, or other material change in circumstances related to the merger arises, the parties may, by agreement, adjust the terms of this agreement or terminate this agreement. (3) Pursuant to Article 527-3(4) of the Commercial Act, if a shareholder holding 20% or more of the surviving company's total issued shares notifies the surviving company in writing of its opposition to this merger within two weeks from the date of the small-scale merger announcement or notice, the surviving company and the dissolving company may, by mutual consultation, proceed with this merger upon obtaining approval at the surviving company's general shareholders' meeting, or terminate this agreement. In such a case, either party may request consultation on termination by written notice to the other party. (4) If either party's (the "breaching party") representations and warranties under Article 9 are inaccurate or inconsistent with the facts, and a material adverse effect has arisen or is reasonably expected to arise as a result, or if the breaching party materially breaches its covenants or other obligations under Article 10 and fails to cure the breach within 7 days of receiving written notice from the other party (the "non-breaching party") demanding cure (provided such cure-demand notice applies only where the breach is curable), the non-breaching party may terminate this agreement by written notice. (5) Either party may terminate this agreement by written notice to the other party if a required government approval relating to this merger is definitively denied, or if it is determined that the preconditions under Article 11 cannot be satisfied. (6) If this agreement is terminated under paragraph (1) or (2), neither party, nor its shareholders, officers, employees, agents or other representatives, shall bear any liability in connection with this agreement or the transactions under it. (7) This agreement may not be terminated after completion of this merger. As this merger is a small-scale merger approved by board resolution in lieu of a general shareholders' meeting, if a shareholder holding 20% or more of S&K Polytec Co., Ltd.'s total issued shares notifies in writing of opposition to the merger within two weeks of the merger announcement date, this merger cannot proceed. S&K Polytec Co., Ltd. holds a 100.00% stake in Seonjin Engineering Co., Ltd., and this is a no-new-share merger not issuing merger new shares. In addition, this merger does not constitute a backdoor listing, so there is no possibility of delisting as a result of this merger. This merger is a small-scale merger of Seonjin Engineering Co., Ltd., a wholly owned subsidiary in which S&K Polytec Co., Ltd. holds a 100.00% stake, and there are no securities that are the subject of an offering or sale in connection with this merger. In addition, all assets, liabilities and other rights and obligations held by Seonjin Engineering Co., Ltd. will be succeeded to by S&K Polytec Co., Ltd. on the merger effective date without additional procedures or agreements, but as the resulting financial impact is limited, it is judged that there are no risk factors to be considered in investing in the securities.
(d) Matters concerning appraisal rights As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and general-shareholders'-meeting approval for the merger is replaced by board approval.
(e) Relationship between the parties to the merger, etc. (1) Relationship between the parties: As of the filing date of this report, the merging company S&K Polytec Co., Ltd. holds a 100.00% stake in the absorbed company Seonjin Engineering Co., Ltd. (2) Interlocking officers: Name Hwang Seung-jae; Position at S&K Polytec Co., Ltd.: Executive Director (non-registered officer); Position at Seonjin Engineering Co., Ltd.: in-house director (registered officer) (3) Other competitive or complementary business relationships, etc.: None as of the date of this report. (4) Transactions between the parties: 1) Provision of collateral: None as of the date of this report. 2) Sales and purchase transactions, etc.: None as of the date of this report. 3) Operating receivables/payables and unpaid amounts/receivables: None as of the date of this report. 4) Borrowings and loans: None as of the date of this report. 5) Transactions with the largest shareholder of the parties: None as of the date of this report.
(f) Other matters necessary for investor protection There are no changes planned to the merging company's future material management policies or method of composing its officers following completion of the merger, and there are no plans to change or discontinue the business operated by the absorbed company Seonjin Engineering Co., Ltd.
2. Matters Concerning the Merger Counterparty Company (a) Company overview Legal and commercial name of the company: Seonjin Engineering Co., Ltd. Year of establishment: January 1, 2011 Corporate registration number: 134811-0207531 Head office address: 1598-1, Sicheong-ro, Jeongnam-myeon, Hyohaeng-gu, Hwaseong-si, Gyeonggi-do Representative: Hwang Seung-jae Main business: Manufacture and sale of automotive parts Number of officers and employees: 29 Fiscal year-end: December Note: As of the filing date of the material event report; the year of establishment is based on the date of incorporation shown in the corporate registry.
(b) Business description: Seonjin Engineering Co., Ltd. is an automotive parts manufacturer.
(c) Financial matters (1) Summary financial information (Unit: KRW) Category: 15th fiscal year; 14th fiscal year; 13th fiscal year Current assets: 5,724,137,873; 3,841,304,369; 4,956,768,672 Non-current assets: 5,833,369,777; 2,853,780,330; 2,653,440,899 Total assets: 11,557,507,650; 6,695,084,669; 7,610,209,571 Current liabilities: 961,996,313; 2,519,878,313; 3,665,858,695 Non-current liabilities: 5,905,985,366; 640,385,202; 562,491,403 Total liabilities: 6,867,981,679; 3,160,263,515; 4,228,350,098 Capital stock: 100,000,000; 100,000,000; 100,000,000 Retained earnings: 4,589,525,971; 3,434,821,184; 3,281,859,473 Total equity: 4,689,525,971; 3,534,821,184; 3,381,859,473 Sales: 22,524,626,588; 16,579,135,730; 14,344,039,822 Operating income (loss): 656,277,607; 188,757,177; 909,529,509 Net income (loss): 1,164,595,137; 152,961,711; 572,676,292
(d) Matters concerning the board and other corporate bodies As of the date of this report, Seonjin Engineering Co., Ltd.'s board of directors consists of a total of 1 director, and there are no committees within the board.
(e) Matters concerning shareholders As of the date of this report, Seonjin Engineering Co., Ltd.'s shareholder status is as follows (Unit: shares): Shareholder: S&K Polytec Co., Ltd.; Number of shares: 1,900,000; Equity ratio: 100.00%; Note: -
(f) Matters concerning officers and employees As of the date of this report, Seonjin Engineering Co., Ltd. has 1 in-house director, and has 29 officers and employees in service.
(g) Matters concerning affiliated companies, etc.: None as of the date of this report.
(h) Other matters necessary for investor protection (1) Material litigation: None as of the date of this report. (2) Other contingent liabilities, etc.: None as of the date of this report. (3) Status of sanctions: None as of the date of this report.
| Filed | 2026-07-13, [Attachment added] Material event report (merger) |
|---|---|
| Source | DART rcept 20260713000368 → open original filing |
Versions of this filing
- 2026-07-13Original (this page)
- 2026-07-31Amendment 1
- 2026-10-01Amendment 2
Source: DART. Information only, not investment advice.
