Merger decision (subsidiary)

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Enchem/Merger Decision (Subsidiary Material Management Matter)/(2026.07.15) Merger Decision (Subsidiary Material Management Matter)

Merger Decision (Subsidiary Material Management Matter) Report of a Material Management Matter of the Subsidiary, Enchem America Inc.

1. Merger method: A reverse triangular merger in which Enchem America Inc. acquires THE GROWHUB LIMITED by merging with a special purpose company (SPC, to be established) that is a subsidiary of THE GROWHUB LIMITED - Surviving company: Enchem America Inc. - Dissolving company: Merger Sub, Inc. (SPC) (to be established) Note: Trade name of the surviving company after the merger: Enchem America Inc.

2. Purpose of the merger: Enchem's subsidiary, Enchem America Inc., will carry out a reverse triangular merger with Merger Sub, Inc. (SPC), a subsidiary of the NASDAQ-listed THE GROWHUB LIMITED, in order to raise capital in the U.S. capital markets.

3. Merger ratio: - 4. Basis for calculating the merger ratio: - - Corporate value: Surviving company 596,880,000,000; Dissolving company -

5. Type and number of new merger shares (shares): Common shares -; Other class shares -

6. Counterparty to the Merger Company name: Merger Sub, Inc. (SPC) [to be established] Main business: - Relationship with the company: - Financial details for the most recent fiscal year (KRW million): Total assets -; Capital -; Total liabilities -; Revenue -; Total equity -; Net income -

7. Newly Established Merger Company Company name: Enchem America Inc. Capital (KRW): 14,922,000,000 Main business: Manufacture and sale of electrolyte

8. Merger Schedule Scheduled shareholders' meeting date: - Old share certificate submission period - Start: -; End: - Creditor objection submission period - Start: -; End: - Merger date: 2026-10-08 Scheduled merger registration date: 2026-10-08 Scheduled new share certificate delivery date: 2026-10-08

9. Matters concerning appraisal rights: -

10. Board resolution date (decision date): 2026-07-15 Attendance of outside directors: Present: 2; Absent: - Attendance of the auditor (audit committee): Present

11. Future Plans for Corporate Restructuring: THE GROWHUB LIMITED currently holds 100% of the to-be-established Merger Sub, Inc. (SPC), and Enchem holds 100% of Enchem America, Inc. Through a reverse triangular merger between Merger Sub, Inc. (SPC), a subsidiary of THE GROWHUB LIMITED, and Enchem America, a subsidiary of Enchem, Merger Sub, Inc. (SPC) will be dissolved and Enchem America will survive; as consideration for the merger, Enchem will acquire new shares issued by THE GROWHUB LIMITED, and upon completion of the merger will hold at least 85% of THE GROWHUB LIMITED. Accordingly, after the merger, Enchem will become the largest shareholder of THE GROWHUB LIMITED and secure management control, and the governance structure will be restructured so that THE GROWHUB LIMITED holds 100% of Enchem America. In addition, THE GROWHUB LIMITED's board of directors will be composed of directors designated by Enchem.

12. Other matters for reference in investment decisions: - Enchem America Inc.'s enterprise value was appraised through an external valuation at USD 400,000 thousand. - THE GROWHUB LIMITED decided on a new-share issuance scale under which at least 85% of its issued shares will be granted to Enchem America Inc. shareholders, with existing THE GROWHUB LIMITED shareholders retaining 15%. - This agreement may be terminated for the following reasons: 1. By mutual written agreement between the target company's shareholders and the company 2. If closing of this merger transaction has not occurred by December 2, 2026, termination is possible by written notice after that date 3. If a law or order is announced, issued, enforced, enacted, or issued by a government authority with jurisdiction that permanently prohibits, restricts, or makes unlawful the merger or completion of the other transactions contemplated 4. If there is a breach of representations, warranties, covenants, or undertakings by the target company 5. If there is a breach of representations, warranties, covenants, or undertakings under this agreement by the company or the merger subsidiary 6. If NASDAQ makes a final decision refusing continued listing of THE GROWHUB LIMITED, or if trading of the company's Class A common shares is suspended by NASDAQ or the SEC, or if the company's Class A common shares are delisted from NASDAQ Note on SEC review: 1) THE GROWHUB LIMITED received a Staff Determination Letter indicating expected delisting from NASDAQ for failing to meet the minimum share-price requirement and continued-listing financial requirements. 2) In response, THE GROWHUB LIMITED (TGHL) duly applied for a hearing before the NASDAQ Hearings Panel, and the delisting process is stayed pending the outcome of the hearing. 3) TGHL plans to demonstrate during the hearing process that, through a reverse stock split to restore the minimum share-price requirement together with the merger and fundraising plans, the combined company after the merger can satisfy NASDAQ's continued-listing and initial-listing financial requirements. 7. If company shareholder approval is not obtained at the shareholders' meeting of the company where a vote is taken on the relevant agenda item constituting shareholder approval (including any adjournment or postponement thereof) - For each of the termination grounds above, the breaching party whose breach of this agreement or failure to perform its obligations was the primary cause may not exercise the related termination right. - The above "3. Merger Ratio" and "4. Basis for Calculating the Merger Ratio" will be recalculated and redisclosed once the incorporation of Merger Sub, Inc. (SPC), a subsidiary of THE GROWHUB LIMITED, is completed (scheduled incorporation date: 2026.07.31). - The above "value of the surviving company" under "Corporate value" was calculated by multiplying USD 400,000 thousand by the exchange rate first quoted by Seoul Money Brokerage Services Ltd. on 2026.07.15 [1 USD = 1,492.20]. - The reason "6. Counterparty to the Merger" does not state financial details for the most recent fiscal year is that the entity is scheduled to be incorporated during the current period. - "7. Newly Established Merger Company - Capital" was calculated by multiplying Enchem America Inc.'s existing capital of USD 10,000,000 by the exchange rate first quoted by Seoul Money Brokerage Services Ltd. on 2026.07.15 [1 USD = 1,492.20]. - The merger date, scheduled merger registration date, and scheduled new share certificate delivery date in "8. Merger Schedule" above may change depending on THE GROWHUB LIMITED's SEC approval schedule, etc. In addition, the above schedule is the expected schedule as of the date of filing this disclosure document, and may change due to approvals or permits required under relevant laws and the process of consultation and approval with relevant authorities. Note: In the "Matters Concerning the Subsidiary" section below, the subsidiary's total asset amount is based on the 2025 consolidated financial statements, and the controlling company's consolidated total asset amount is based on Enchem Co., Ltd.'s consolidated financial statements as of the end of 2025. Related disclosures: - Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Matters Concerning the Subsidiary] Subsidiary name: Enchem America Inc. (English: Enchem America Inc.) Representative: Oh Jeong-gang Main business: Manufacture and sale of electrolyte Whether a major subsidiary: Yes Subsidiary's total asset amount (KRW): 222,678,226,321 Controlling company's consolidated total asset amount (KRW): 1,107,549,178,461 Ratio to controlling company's consolidated total asset amount (%): 20.11