[Attachment added] Material event report (merger)

What happened

Material Event Report (Merger Decision) 6.1 Cape Co., Ltd. Material Event Report To: Financial Services Commission / Korea Exchange Date: July 15, 2026 Company name: Cape Industries Co., Ltd. CEO: Choi Cheol-eun Head office: 1303 Yangsan-daero, Sangbuk-myeon, Yangsan-si, Gyeongsangnam-do (Tel) 055-370-1234 (Website) http://www.cape.co.kr Preparer: (Title) Managing Director (Name) Kim Gwang-jin (Tel) 055-370-1234

Merger Decision

1. Method of merger Cape Industries will absorb-merge Cape Investment Co., Ltd. - Surviving company: Cape Industries - Dissolved company: Cape Investment Co., Ltd. - Merger type: Small-scale merger

2. Purpose of merger This merger absorbs Cape Investment Co., Ltd., a wholly owned (100%) subsidiary engaged in the financial investment business, in order to strengthen the Company's business structure, which spans financial investment and manufacturing, and to increase management efficiency.

3. Material impact and effect of the merger 1) Effect on management: As of the filing date, the Company owns 100% of the equity of the dissolved company, Cape Investment Co., Ltd. The Company will absorb the dissolved company at a merger ratio of 1:0, and no new shares will be issued by the surviving company as a result of this merger. There is no change in the Company's largest shareholder in connection with this merger, and Cape Industries, the merging company, will remain the surviving entity. 2) Effect on finances/operations: The dissolved company is engaged in the financial investment business. Through this merger, the Company intends to integrate human and physical resources to reduce administrative and business costs and unify decision-making, thereby improving management efficiency. The Company also expects that, through this merger, its governance structure will be simplified and its earnings structure in the financial investment business will be strengthened, which is expected to have a positive effect on the Company's financial structure and business operations.

4. Merger ratio Cape Industries : Cape Investment Co., Ltd. = 1.0000000 : 0.0000000 - (For a merger involving dissolution of a special purpose acquisition company: the multiple of the listing-day base price of the merger's new shares relative to the acquisition company's closing price on its last trading day) - Not applicable -

5. Basis for the merger ratio The surviving company, Cape Industries, owns 100% of the shares of the dissolved company, Cape Investment Co., Ltd., and because the surviving company will not issue new shares in the merger, the merger ratio was calculated as 1:0. - Corporate value: Surviving company - ; Dissolved company -

6. External valuation Whether an external valuation was obtained: Not applicable - Basis and reason: Under Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company that owns the entire issued share capital of another company merges with that company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger value is not required. Because this merger proceeds without a capital increase, with the Company holding 100% of Cape Investment Co., Ltd.'s equity and issuing no new shares, the valuation by an external valuation institution was omitted pursuant to the above regulation. - Name of external valuation institution: - ; External valuation period: - ; External valuation opinion: -

7. Type and number of new merger shares Common shares: - ; Class shares: -

8. Merger counterparty Company name: Cape Investment Co., Ltd. Principal business: Financial investment business Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets: 195,339,656,812 Capital stock: 540,740,000 Total liabilities: 22,615,810 Revenue: 35,609,258,517 Total equity: 195,317,041,002 Net income: 39,448,014,904 - External audit: Audit firm: Jungjin Serim Accounting Corporation; Audit opinion: Unqualified - (For a merger involving dissolution of a special purpose acquisition company) CEO: - ; Date of incorporation: - ; Head office: - ; Expected date of securities registration statement filing: -

9. Newly established merger company Company name: - ; Financial details at incorporation (KRW): Total assets - ; Total liabilities - ; Total equity - ; Capital stock - - Revenue of the newly established business segment for the most recent fiscal year (KRW): - ; Principal business: - - Whether re-listing will be requested: Not applicable

10. Merger schedule Merger agreement date: 2026.07.16 Record date for determining shareholders: 2026.07.30 Shareholder register closure period: Start date -; End date - Period for receiving notices of objection to the merger: Start date 2026.07.30; End date 2026.08.13 Expected date of shareholders' meeting: - Appraisal rights exercise period: Start date -; End date - Period for submission of old share certificates: Start date -; End date - Expected trading suspension period: Start date -; End date - Period for creditors to raise objections: Start date 2026.08.18; End date 2026.09.21 Merger effective date: 2026.09.30 Date of shareholders' meeting in lieu of merger completion report: 2026.09.30 Expected date of merger registration: 2026.10.14 Expected date of new share certificate delivery: - Expected listing date of new shares: -

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether another company meets backdoor-listing requirements: Not applicable

13. Appraisal rights Exercise conditions: Because this merger is a small-scale merger under Article 527-3 of the Commercial Act, Cape Industries' shareholders are not granted appraisal rights. Expected purchase price: - ; Exercise procedure, method, period, place: - ; Expected payment timing and method: - ; Restrictions on appraisal rights: - ; Effect on the agreement: -

14. Date of board resolution (decision date): 2026.07.15 - Outside directors present: 3; Absent: 0 - Attendance of the audit committee member who is not an outside director: -

15. Whether a put option or similar contract was entered into: No - Contract details: -

16. Whether a securities registration statement must be filed: No - Reason for exemption: Because this merger proceeds as a no-capital-increase merger in which no new merger shares are issued, no offering or sale of securities requiring a securities registration statement occurs in this merger, and the filing requirement is exempted.

17. Future plans for corporate restructuring As of the filing date, the Company has no plans for corporate restructuring following completion of the merger.

18. Other material matters relevant to investment decisions 1) Because this merger will proceed as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and board approval substitutes for shareholders' meeting approval of the merger. 2) Although this merger is planned to proceed as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the Company's total issued shares give written notice of objection to the merger within two weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger, in which case the merger procedure and schedule may change. 3) The financial details of the merger counterparty in Item 8 above ("Most recent fiscal year financial details") are based on the financial statements as of the end of 2025; the merger counterparty is an unlisted company, and these are the financial statements audited by its 2025 external auditor. 4) Item 10 above ("Merger schedule") reflects the schedule expected as of the filing date and may change due to approvals, authorizations, or consultations with relevant authorities under applicable laws. 5) Upon completion of this merger, Cape Industries will remain the surviving company, no merger consideration will be paid to shareholders of the dissolved company, and there will be no change in the largest shareholder.

Related disclosures: None.

[Detailed Statement of Material Merger Matters]

1. Overview of the merger 1) Merger counterparty Surviving company after merger: Trade name: Cape Industries; Location: 1303 Yangsan-daero, Sangbuk-myeon, Yangsan-si, Gyeongsangnam-do; CEO: Choi Cheol-eun; Listing status: KOSDAQ-listed company Dissolved company after merger: Trade name: Cape Investment Co., Ltd.; Location: 39F, 108 Yeouidaero, Yeongdeungpo-gu, Seoul (Parc1 Tower 2, Yeouido-dong); CEO: Hyun Ju-sik; Listing status: Unlisted company

2) Background of the merger The purpose of this merger is for Cape Industries, the surviving company, to absorb Cape Investment Co., Ltd., the dissolved company, as a small-scale merger in order to reduce unnecessary costs and increase management efficiency. It is further intended to simplify the governance structure and organically combine the two companies' human and physical resources to ultimately strengthen business competitiveness.

3) Material impact and effect on the Company's management, finances, and operations As of the filing date, the Company owns 100.0% of the equity of the dissolved company, Cape Investment Co., Ltd. Because this merger proceeds as a no-capital-increase merger with no new shares issued, the merger ratio between the Company and the dissolved company is 1.0000000 : 0.0000000, and no new shares will be issued as a result of this merger. The Company expects that integrating the human and physical resources of the dissolved company through this merger will strengthen business competitiveness and have a positive effect on the Company's financial improvement.

4) Whether this constitutes a backdoor listing: Not applicable.

5) Future plans for corporate restructuring, etc. As of the filing date, the Company has no finalized matters regarding corporate restructuring being pursued or planned following completion of the merger.

6) Overview of the counterparty company Please refer to "2. Matters concerning the merger counterparty company" below.

7) Form of the merger - In this merger, the surviving company, Cape Industries, will absorb the dissolved company, Cape Investment Co., Ltd.; Cape Industries will survive and Cape Investment Co., Ltd. will be dissolved. - Because the dissolved company is a 100%-owned subsidiary of the surviving company, this merger will proceed as a no-capital-increase merger in which no new merger shares are issued. As this constitutes a small-scale merger under Article 527-3 of the Commercial Act, the shareholders' meeting for merger approval is replaced by board approval. - Because this merger is planned as a small-scale merger, the Company's shareholders are not granted appraisal rights.

8) Merger schedule Category / Schedule / Notes: - Board resolution date (merger decision): 2026.7.15 (Wed) -- Filing of material event report for small-scale and simplified merger - Record date public notice: Company website - Merger agreement date: 2026.7.16 (Thu) - Small-scale merger public notice: 2026.7.30 (Thu) -- Company website and Maeil Business Newspaper - Shareholder register closure record date: 2026.7.30 (Thu) - Period for receiving notice of objection to merger: Start 2026.7.30 (Thu), End 2026.8.13 (Thu) - Board resolution date approving the merger: 2026.8.14 (Fri) -- In lieu of shareholders' meeting - Public notice for creditor objections: 2026.8.18 (Tue) -- Company website and Maeil Business Newspaper - Creditor objection period: Start 2026.8.18 (Tue), End 2026.9.21 (Mon) - Merger effective date: 2026.9.30 (Wed) - Board meeting date for merger completion report: - ; Public notice date for merger completion report: Company website and Maeil Business Newspaper - Expected merger registration date: 2026.10.14 (Wed) Note: The above schedule reflects the plan as of the filing date and may change depending on consultation and approval with relevant authorities.

9) Whether a securities registration statement must be filed Applicability: Not applicable Reason for exemption: Because this merger proceeds as a small-scale merger in which the surviving company owns 100% of the dissolved company's shares, and the surviving company will not issue new shares (a no-capital-increase merger), it does not constitute an offering or sale of securities under Article 119 of the Financial Investment Services and Capital Markets Act, and there is no obligation to file a securities registration statement.

10) Conditions for consummation of the merger and investment risk factors a. Grounds for termination under the merger agreement (1) Either party may terminate this agreement at any time before the merger effective date by written agreement with the other party. (2) If a material change occurs in one party's assets, liabilities, or business condition, or if 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 it. (3) If this agreement is terminated under paragraphs (1) or (2) above, 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. (4) If one party's (the "breaching party") representations and warranties under this agreement are inaccurate or untrue and a material adverse effect has resulted or is reasonably expected to result therefrom, or if the breaching party materially breaches a covenant or other obligation under this agreement and fails to cure the breach within 7 days of receiving written notice to cure from the other party (the "non-breaching party") (provided the 7-day cure notice applies only where the breach is curable), the non-breaching party may terminate this agreement by written notice to the breaching party. (5) Either party may terminate this agreement by written notice to the other party if any government approval required for the merger that materially affects a party's business or the merger is finally denied, or if it is finally determined that the conditions precedent under Article 10 cannot be satisfied. (6) Notwithstanding termination of this agreement, provisions intended by their nature to survive (including but not limited to Articles 12, 13, 16 and 17 of this agreement) and rights and obligations that arose for each party before termination takes effect shall continue in effect.

b. Resolution requirements for the merger Because this merger proceeds as a small-scale merger, if the board resolution approving the merger (which substitutes for the shareholders' meeting) does not obtain the attendance of a majority of directors and the approval of a majority of directors present, the merger agreement will lose effect.

c. Notice of objection by dissenting shareholders Although this merger is planned as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding shares equal to 20/100 of the Company's total issued shares give the Company written notice of objection to the merger within two weeks from the announcement date, the merger cannot proceed as a small-scale merger, in which case the merger procedure and schedule may change.

11) Regulations or special provisions under relevant laws - This merger constitutes a simplified merger under Article 527-2 and a small-scale merger under Article 527-3 of the Commercial Act, so shareholders' meeting approval at both the dissolved company and the surviving company is replaced by board approval. - This merger must comply with all regulations governing mergers, including the creditor protection procedures under Article 527-5 of the Commercial Act and the KOSDAQ market disclosure regulations. - Because the surviving company, Cape Industries, owns all of the issued shares of the dissolved company, Cape Investment Co., Ltd., there will be no issuance of new shares or payment of merger consideration as a result of the merger.

12) Merger value, basis for calculation, and external valuation - Because the surviving company owns 100% of the dissolved company's issued shares, the surviving company will proceed with this merger as a no-capital-increase merger without issuing new shares for the dissolved company's shares; accordingly, the merger ratio was calculated as 1.0000000 : 0.0000000, and the calculation of a merger value was omitted. - Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company that owns the entire issued share capital of another company merges with that company without issuing new shares, an external valuation institution's assessment is not required; accordingly, no external valuation institution's assessment was obtained pursuant to this regulation.

13) Merger procedure summary - Because this merger is a 100% absorption-type small-scale merger with a merger ratio of 1.0000000:0.0000000, Cape Industries will issue no new shares. - As of the filing date, neither the surviving company nor the dissolved company holds any treasury stock. - Under the merger agreement entered into by the surviving company and the dissolved company, the surviving company guarantees the continued employment of the dissolved company's employees; the dissolved company's directors are expected to retire as of the date of the board meeting for the merger completion report.

14) Interests between the parties a. Relationship between the parties (1) Equity relationship: As of the filing date, the Company owns 100% of the dissolved company's equity, and the dissolved company is the Company's subsidiary. (2) Related parties: As of the filing date, the dissolved company is the Company's 100% subsidiary, so the Company's related parties and the dissolved company's related parties are identical. [Reference: Cape Industries / Business Report / 2026.03.31]

b. Transactions between the parties (1) Equity investment status (Unit: KRW millions) Investor / Investee / Acquisition date / Number of shares / Equity ratio / Acquisition cost: Cape Industries / Cape Investment Co., Ltd. / 2012.04.03 / 108,148 shares / 100.0% / 195,003 Note: The above is based on the separate financial statements as of the end of 2025.

(2) Debt guarantees: None (3) Collateral provided: None (4) Purchase/sales transactions (Unit: KRW thousands) Company name / Sales / Purchases / Interest income: Cape Investment Co., Ltd. / 9,016 / - / 24,903 Note: Based on separate financial statements as of the end of 2025.

(5) Operating receivables, payables, accrued liabilities, and accrued income (Unit: KRW thousands) Company name / Loans / Accrued income / Trade receivables / Other financial assets: Cape Investment Co., Ltd. / - / - / 2,736 / - Note: Based on separate financial statements as of the end of 2025.

c. Transactions with the Company's major shareholder: None

2. Matters concerning the merger counterparty company 1) Company overview Company name: Cape Investment Co., Ltd. CEO: Hyun Ju-sik Date of incorporation: 2013.04.04 Location: 39F, 108 Yeouidaero, Yeongdeungpo-gu, Seoul (Parc1 Tower 2, Yeouido-dong) Business registration number: 220-88-55693 Website: - Contact: 02-552-8901 Principal business: Financial investment, management consulting Credit rating: Not applicable Listing status: Unlisted company

2) Summary financial information for the most recent three years a. Statement of financial position (Unit: KRW millions) Category: 2025 / 2024 / 2023 Current assets: 7,635 / 11,341 / 2,902 Non-current assets: 187,705 / 133,124 / 130,766 Total assets: 195,339 / 144,465 / 133,668 Current liabilities: 12 / 2,419 / 21 Non-current liabilities: 11 / 4,537 / 80,409 Total liabilities: 23 / 6,957 / 80,431 Paid-in capital: 117,882 / 117,882 / 35,941 Retained earnings (accumulated deficit): 61,937 / 22,254 / 19,895 Other components of equity: 15,499 / (2,627) / (2,599) Total equity: 195,317 / 137,508 / 53,237

b. Income statement (Unit: KRW millions) Category: 2025 / 2024 / 2023 Operating revenue: 35,609 / 7,592 / 6,501 Operating expenses: (1,349) / (4,563) / (3,901) Operating income (loss): 34,261 / 3,028 / 2,599 Net income (loss): 39,448 / 2,358 / 2,226

c. External auditor's opinion Category: 2025 / 2024 / 2023 Auditor: Jungjin Serim Accounting Corporation (all three years) Audit opinion: Unqualified (all three years)

3) Board and other corporate bodies Cape Investment Co., Ltd. is composed of one CEO and two other non-standing directors, three in total.

4) Shareholders Shareholder name: Cape Industries; Shares held: 108,148 shares; Equity ratio: 100.0%

5) Officers and employees Category / Number: Registered officers 3; Unregistered officers -; Employees 2

6) Affiliated companies Because the Company and the merger counterparty are in a parent-subsidiary relationship, their affiliated-company information is identical; please refer to the Company's business report. [Reference: Cape Industries / Business Report / 2026.03.31]

7) Other matters necessary for investor protection a. Material litigation: None b. Other contingent liabilities: None c. Sanctions status: None