Aribio Holdings

290690 · KOSDAQ · Industrials · SMALL CAP

[Amended] Material event report (merger)

Solux Co., Ltd., which will change its name to Aribio Co., Ltd. upon completion of the merger, amended its original August 9, 2024 merger report to push the merger date back from September 29, 2026 to December 4, 2026 and to reflect an increase in Aribio Co., Ltd.'s total issued shares, raising the dissolving company's corporate value and the number of merger shares to be issued.

M&A([Amended] Material event report (merger))· FILED 2026-07-16· RCEPT 20260716000668

What happened

Material Event Report (Merger Decision) 6.1 Solux Co., Ltd. AMENDED REPORT July 16, 2026

1. Disclosure document being amended: Material Event Report (Merger Decision) 2. Original filing date of the disclosure document being amended: August 9, 2024 3. Amendments

Item: 3. Material Effects and Impact of the Merger Reason for amendment: Correction due to schedule change Before amendment: "Other than the foregoing, there are no other agreed, planned, or understood matters regarding future key management policies or officer composition. However, the merging company is expected to need to comprehensively review future key management policies and officer composition after the merger date (expected September 29, 2026), taking into account the pre-merger operating policies of the company being absorbed, Aribio Co., Ltd., and will decide based on that review through lawful procedures." After amendment: "Other than the foregoing, there are no other agreed, planned, or understood matters regarding future key management policies or officer composition. However, the merging company is expected to need to comprehensively review future key management policies and officer composition after the merger date (expected December 4, 2026), taking into account the pre-merger operating policies of the company being absorbed, Aribio Co., Ltd., and will decide based on that review through lawful procedures."

Item: 5. Basis for Calculating the Merger Ratio - Corporate Value Reason for amendment: Correction due to a change in the total number of shares issued by the company being absorbed, in the merger/absorbed-company calculation Before amendment: Surviving company: KRW 533,149,646,960; Dissolving company: KRW 550,992,541,567 After amendment: Surviving company: KRW 533,149,646,960; Dissolving company: KRW 590,191,891,692

Item: 7. Type and Number of New Merger Shares (shares) Reason for amendment: Correction due to a change in the total number of shares issued by the company being absorbed Before amendment: Common shares: 54,359,959; Other class shares: - After amendment: Common shares: 58,227,299; Other class shares: -

Item: 10. Merger Schedule Reason for amendment: Correction due to schedule change Before amendment: Merger agreement date: August 9, 2024 Record date for determining shareholders: July 20, 2026 Shareholder register closing period - Start: July 21, 2026; End: July 23, 2026 Period for receiving notices of objection to the merger - Start: August 10, 2026; End: August 24, 2026 Scheduled shareholders' meeting date: August 25, 2026 Appraisal rights exercise period - Start: August 25, 2026; End: September 14, 2026 Old share certificate submission period - Start: -; End: - Scheduled trading suspension period - Start: -; End: - Creditor objection submission period - Start: August 25, 2026; End: September 28, 2026 Merger date: September 29, 2026 Closing report general meeting date: September 30, 2026 Scheduled merger registration date: September 30, 2026 Scheduled new share certificate delivery date: - Scheduled listing date of new shares: October 21, 2026

After amendment: Merger agreement date: August 9, 2024 Record date for determining shareholders: September 24, 2026 Shareholder register closing period - Start: September 25, 2026; End: September 27, 2026 Period for receiving notices of objection to the merger - Start: October 15, 2026; End: October 29, 2026 Scheduled shareholders' meeting date: October 30, 2026 Appraisal rights exercise period - Start: October 30, 2026; End: November 19, 2026 Old share certificate submission period - Start: -; End: - Scheduled trading suspension period - Start: -; End: - Creditor objection submission period - Start: October 30, 2026; End: December 3, 2026 Merger date: December 4, 2026 Closing report general meeting date: December 5, 2026 Scheduled merger registration date: December 5, 2026 Scheduled new share certificate delivery date: - Scheduled listing date of new shares: December 30, 2026

Item: 13. Matters Concerning Appraisal Rights Reason for amendment: Correction due to schedule change Before amendment: Exercise procedure, method, period, and location - (c) Request period: Record date for shareholders: July 20, 2026; Receipt of merger objection notices: August 10, 2026 - August 24, 2026; Scheduled shareholders' meeting date: August 25, 2026, 1:00 PM; Appraisal rights exercise period: August 25, 2026 - September 14, 2026. Expected payment timing and method - (a) Scheduled timing for payment of share purchase price: October 13, 2026 (the source date carries an extra zero in the month, "010," as stated in the filing) After amendment: Exercise procedure, method, period, and location - (c) Request period: Record date for shareholders: September 24, 2026; Receipt of merger objection notices: October 15, 2026 - October 29, 2026; Scheduled shareholders' meeting date: October 30, 2026, 1:00 PM; Appraisal rights exercise period: October 30, 2026 - November 19, 2026. Expected payment timing and method - (a) Scheduled timing for payment of share purchase price: December 18, 2026

Material Event Report / Korea Exchange Disclosure Obligation To: Financial Services Commission / Korea Exchange August 9, 2024 Company name: Solux Co., Ltd. CEO: Jeong Jae-jun Head office address: 32-22 Jeongan-nonggongdanji-gil, Jeongan-myeon, Gongju-si, Chungcheongnam-do (Sahyeon-ri) Phone: 02-2668-2600 Website: http://www.solux.co.kr Preparer: Head of Management Division, Lee Chang-yong, Phone: 02-2668-2600

Merger Decision

1. Merger method: Solux Co., Ltd. will absorb-merge Aribio Co., Ltd. - Surviving company: Solux Co., Ltd. - Dissolving company: Aribio Co., Ltd. Note: Trade name of the surviving company after the merger: Aribio Co., Ltd. - Merger form: Not applicable

2. Purpose of the merger: The merging parties intend to pursue the merger to create synergy through the integration of management resources, strengthen business competitiveness, improve management efficiency, and improve corporate governance, thereby maximizing corporate value, and ultimately to maximize shareholder value through continuous enhancement of the merged company's corporate value.

3. Material Effects and Impact of the Merger (1) Effect on the company's management: Upon completion of this merger, Solux Co., Ltd. will remain as the surviving company, and Aribio Co., Ltd., the dissolving company, will be dissolved after the merger. Solux Co., Ltd., as the surviving company, plans to issue new shares according to the merger ratio in carrying out this merger, and there will be no change in the largest shareholder of Solux Co., Ltd. after completion of this merger. Directors and the auditor serving at Solux Co., Ltd., the merging company, after this merger will, notwithstanding Article 527-4 of the Commercial Act, retain their positions as directors and auditor of Solux Co., Ltd. for the remainder of their terms after the merger, unless other grounds for termination of office such as resignation occur. However, the terms of the directors and auditor of Aribio Co., Ltd., the company being absorbed, will expire and they will lose their existing positions at the same time this merger takes effect. Other than the foregoing, there are no other agreed, planned, or understood matters regarding future key management policies or officer composition. However, the merging company is expected to need to comprehensively review future key management policies and officer composition after the merger date (expected December 4, 2026), taking into account the pre-merger operating policies of the company being absorbed, Aribio Co., Ltd., and will decide based on that review through lawful procedures.

(2) Effect on the company's finances: As the merging company, Solux Co., Ltd., absorb-merges the company being absorbed, Aribio Co., Ltd., it can leverage the merging company's external recognition to strengthen the capabilities of the business operated by the company being absorbed, and by establishing an integrated system for the business segments operated by each company, reduce unnecessary waste of resources and use human and physical resources efficiently to increase management efficiency, which is expected to have a positive effect on the merging company's finances. In addition, the biotech R&D industry requires large-scale R&D investment and takes a long time to commercialize technology. Through this merger, it is expected that the convergence of both companies' technological capabilities will increase R&D capacity, reduce redundant investment costs, and shorten the commercialization period, and that efficient use of human and physical resources will increase management efficiency, which is expected to have a positive effect on the merging company's finances.

(3) Effect on the company's business activities: The merging company has been seeking breakthroughs in the LED lighting equipment market by developing core technologies through its own technology development and convergence with various technologies, aiming at higher value-added LED products and entry into specialized fields. In particular, the merging company amended its articles of incorporation at its 2023 extraordinary general meeting of shareholders to add the development of treatments for degenerative brain diseases as a new business purpose, and opened the "Bio Lighting Research Institute" in October 2023 to develop phototherapy products to help restore impaired cognitive function. This merger will newly develop a cognitive-health lighting business, diversifying the merging company's business competitiveness, which had been limited to the existing lighting industry, into the areas of bio-lighting and specialty lighting businesses. The company being absorbed has R&D capabilities for treatments for intractable diseases such as Alzheimer's disease treatments, and it is expected that its existing R&D capabilities can be directly linked to bio-lighting development and future clinical progress.

4. Merger ratio: Solux Co., Ltd. registered common shares : Aribio Co., Ltd. registered common shares = 1 : 2.0610695 - In the case of a dissolution merger of a special purpose acquisition company (SPAC): the multiple of the base price on the first day of listing of the merger new shares relative to the SPAC's closing price on its last trading day - Not applicable

5. Basis for Calculating the Merger Ratio: For this merger, the merger value of Solux Co., Ltd., the merging company, which is a listed company, was calculated under Article 165-4 (Special Provisions on Mergers, etc.) of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 1, Items 1 and 2 of its Enforcement Decree, while Aribio Co., Ltd., the company being absorbed, which is an unlisted company, was valued under Article 165-4 of the same Act and Article 176-5, Paragraph 1, Item 2 of its Enforcement Decree by having an external valuation institution calculate a weighted arithmetic average of asset value and earnings value as the merger value, on the basis of which the merger ratio was calculated.

(a) Merger value of Solux Co., Ltd.'s registered common shares: Under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the base market price of the common shares of Solux Co., Ltd., the merging company, which is a listed company, is calculated as the arithmetic average of (i) the volume-weighted arithmetic average closing price over the most recent one month, (ii) the volume-weighted arithmetic average closing price over the most recent one week, and (iii) the most recent closing price, using as the base date the day immediately preceding the earlier of the board resolution date for the merger (2024-08-09) and the merger agreement execution date (2024-08-09), i.e., 2024-08-08, and then applying a discount or premium within a range of 30/100 (10/100 in the case of a merger between affiliated companies) to that base market price; a 10% discount rate was applied in this merger. - One-month volume-weighted arithmetic average closing price (2024-07-09 to 2024-08-08): KRW 11,217 - One-week volume-weighted arithmetic average closing price (2024-08-02 to 2024-08-08): KRW 10,679 - Most recent closing price (2024-08-08): KRW 11,890 - Base market price: KRW 11,262 - Discount rate: 10% - Merger value: KRW 10,136

(b) Merger value of Aribio Co., Ltd.'s registered common shares: Under Article 176-5, Paragraph 1, Item 2 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the merger value of Aribio Co., Ltd., the company being absorbed, was calculated as the weighted arithmetic average of asset value and earnings value in a ratio of 1 to 1.5 (the "intrinsic value"); relative value was analyzed for comparison purposes but was not used in the valuation because three or more comparable companies did not exist. - Asset value (a): KRW 3,706 - Earnings value (b): KRW 32,347 - Intrinsic value [(a x 1 + b x 1.5)/2.5]: KRW 20,891 - Relative value (c): Not applicable - Merger value: KRW 20,891 For details on the merger value of Aribio Co., Ltd., please refer to the attached opinion letter of the external valuation institution.

(c) Calculation result: In the merger of Aribio Co., Ltd., the company being absorbed, into Solux Co., Ltd., the merging company, the per-share valuation amounts that serve as the basis for the merger ratio were calculated as KRW 10,136 (par value KRW 500) for Solux Co., Ltd. and KRW 20,891 (par value KRW 500) for Aribio Co., Ltd., and accordingly the merger ratio was determined to be Solux Co., Ltd. : Aribio Co., Ltd. = 1 : 2.0610695. - Corporate value: Surviving company KRW 533,149,646,960; Dissolving company KRW 590,191,891,692

6. External Valuation Whether an external valuation was obtained: Yes Basis and reason: Because this is a case in which a listed company merges with an unlisted company and remains listed, an external valuation institution's assessment of the appropriateness of the merger value was obtained under Article 165-4, Paragraph 2 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 7, Item 2(b) of its Enforcement Decree. External valuation firm: Ichon Accounting Corporation External valuation period: July 1, 2024 - August 9, 2024 External valuation opinion: Ichon Accounting Corporation (the "Appraiser") reviewed the appropriateness of the merger ratio between KOSDAQ-listed Solux Co., Ltd. ("Solux" or the "Merging Company") and unlisted Aribio Co., Ltd. ("Aribio" or the "Company Being Absorbed") (together, the "Merging Parties") in connection with their merger. This opinion letter was prepared to be used as an attachment when the Merging Parties file the relevant report under the Financial Investment Services and Capital Markets Act in connection with the above merger. Accordingly, the Appraiser's evaluation results on the appropriateness of the merger ratio may not be used for any purpose other than that specified in this opinion letter, and no person other than those specified in this opinion letter may use this opinion letter for any purpose. In performing this engagement, the Appraiser reviewed the appropriateness of the merger ratio in accordance with relevant laws and regulations. The Appraiser reviewed whether the merger ratio presented by the Merging Parties was calculated in accordance with the merger-value calculation methods set out in Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act and Article 5-13 of the Regulation on Securities Issuance and Disclosure, etc. and Articles 4 through 8 of its Enforcement Rules. For this purpose, the Appraiser reviewed the merging company's audited financial statements and share price data prepared under Korean IFRS (K-IFRS) for the fiscal year ended December 31, 2023, the audited financial statements of the company being absorbed prepared under K-IFRS for the fiscal years ended December 31, 2023 and December 31, 2024, its 22-year business plan covering 2024 through 2045, and the business reports of listed companies in a sub-industry similar to that of the company being absorbed under the Korea Exchange's industry classification (the "Comparable Companies"). In performing this review, the Appraiser complied with the "External Valuation Guidelines (June 2009)" established by the Financial Supervisory Service and the "Valuation Services Performance Standards (August 2008)" established by the Korean Institute of Certified Public Accountants. In the merger of the company being absorbed into the merging company, the per-share valuation amounts that serve as the basis for the merger ratio were calculated as KRW 10,136 (par value KRW 500 per share) for the merging company and KRW 20,891 (par value KRW 500 per share) for the company being absorbed. Accordingly, the merger ratio of 2.0610695 agreed between the Merging Parties is judged to be appropriate. As a result of its review, the Appraiser found no evidence that this merger ratio was calculated in violation, from a materiality standpoint, of the merger-value calculation methods set out in Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act and Article 5-13 of the Regulation on Securities Issuance and Disclosure, etc. and Articles 4 through 8 of its Enforcement Rules.

7. Type and Number of New Merger Shares (shares): Common shares: 58,227,299; Other class shares: -

8. Counterparty to the Merger Company name: Aribio Co., Ltd. (ARIBIO Co., Ltd.) Main business: Development, manufacture, and sale of biopharmaceuticals Relationship with the company: - Financial details for the most recent fiscal year (KRW): Total assets 147,048,754,446; Capital 11,567,284,500; Total liabilities 71,642,625,887; Revenue 15,571,462,910; Total equity 75,406,128,559; Net income -24,550,022,529 External audit: Firm name Daeju Accounting Corporation; Audit opinion: Unqualified - In the case of a SPAC dissolution merger: CEO -; Date of incorporation -; Head office address -; Scheduled securities registration statement filing date -

9. Newly Established Merger Company Company name: - Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital - - Revenue of the newly established business segment for the most recent fiscal year as currently constituted (KRW): - Main business: - Whether relisting will be applied for: Not applicable

10. Merger Schedule Merger agreement date: August 9, 2024 Record date for determining shareholders: September 24, 2026 Shareholder register closing period - Start: September 25, 2026; End: September 27, 2026 Period for receiving notices of objection to the merger - Start: October 15, 2026; End: October 29, 2026 Scheduled shareholders' meeting date: October 30, 2026 Appraisal rights exercise period - Start: October 30, 2026; End: November 19, 2026 Old share certificate submission period - Start: -; End: - Scheduled trading suspension period - Start: -; End: - Creditor objection submission period - Start: October 30, 2026; End: December 3, 2026 Merger date: December 4, 2026 Closing report general meeting date: December 5, 2026 Scheduled merger registration date: December 5, 2026 Scheduled new share certificate delivery date: - Scheduled listing date of new shares: December 30, 2026

11. Whether this constitutes a backdoor listing: No

12. Whether the other company satisfies the backdoor-listing requirements: Not applicable

13. Matters Concerning Appraisal Rights Exercise requirements: Under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder recorded in the register of shareholders as of the record date who notifies the company in writing of its dissent from the board resolution on the merger, no later than the day before the shareholders' meeting resolution date, may, within 20 days from the date of the shareholders' meeting resolution, submit a written request specifying the type and number of shares to request the company to purchase the shares, and may request purchase of only part of the shares held. However, under Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only to a shareholder who holds (i) shares proven to have been acquired before the board resolution on this merger was publicly disclosed, or (ii) shares acquired after such disclosure but proven, by the next business day after the disclosure date, to be subject to (1) execution of a sale and purchase contract for the shares, (2) termination of a securities lending agreement for the shares, or (3) another legal act concerning acquisition of the shares, provided the shareholder continues to hold the shares until the appraisal right is exercised; appraisal rights are forfeited for shares sold and reacquired during that period, and once exercised, an appraisal right request cannot be cancelled or withdrawn without the company's consent. In addition, a shareholder who gave prior written notice of dissent to the board resolution on this merger but then votes in favor of the merger at the shareholders' meeting may not exercise appraisal rights. The Merging Parties will purchase the relevant shares within one month from the date the appraisal rights exercise period ends. Expected purchase price: KRW 10,719

Exercise procedure, method, period, and location: (a) Exercise procedure: Under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder recorded in the company's register of shareholders as of the record date (who, under Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act, can prove that a contract to acquire the shares was executed by the disclosure date of the Merging Parties' board resolution on this merger, or can prove that, by the next business day after the disclosure date, (i) a sale and purchase contract for the shares was executed, (ii) a securities lending agreement for the shares was terminated, or (iii) another legal act concerning the shares occurred, and who continues to hold the shares until the date the appraisal right is exercised) must give the company written notice of dissent to the board resolution on the merger no later than the day before the shareholders' meeting. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (financial investment business entity) must notify that securities company. In this case, the notice of dissent must be given no later than 3 business days before the shareholders' meeting. The securities company will compile the notices of dissent from general shareholders (formerly "beneficial shareholders") and notify the Korea Securities Depository, the depositary institution, no later than 2 business days before the shareholders' meeting, and the Korea Securities Depository will notify the company of the dissent on behalf of general shareholders (formerly "beneficial shareholders") one business day before the shareholders' meeting. (b) Purchase request method: Under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder who dissents from the board resolution on the merger and has given the company written notice of dissent before the shareholders' meeting may, within 20 days from the date of the shareholders' meeting resolution, request the company in writing, specifying the type and number of shares, to purchase all or part of the shares held. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (financial investment business entity) may request purchase of the shares held by submitting an appraisal-rights exercise request form for the number of shares deposited with that securities company. If a general shareholder (formerly a "beneficial shareholder") requests the purchase of shares from the relevant securities company no later than 2 business days before the end of the appraisal rights exercise period, the Korea Securities Depository, the depositary institution, will file the request on its behalf. Once an appraisal rights request has been made, it cannot be cancelled or withdrawn without the company's consent. (c) Request period: Record date for shareholders: September 24, 2026; Receipt of merger objection notices: October 15, 2026 - October 29, 2026; Scheduled shareholders' meeting date: October 30, 2026, 1:00 PM; Appraisal rights exercise period: October 30, 2026 - November 19, 2026 (d) Place of receipt: 5, Magok-jungang 8-ro 3-gil, Gangseo-gu, Seoul (6th floor, mail receipt desk). However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (financial investment business entity) must notify that securities company.

Expected payment timing and method: (a) Expected timing for payment of the share purchase price: December 18, 2026 (b) Payment method: Transfer to the shareholder's registered account (for a general shareholder (formerly a "beneficial shareholder") depositing with a securities company, transfer to that shareholder's own account at the relevant securities company)

Matters concerning limitations on appraisal rights: - If the relevant agenda item is rejected at the shareholders' meeting called to approve the merger agreement, the merger agreement will not take effect and the appraisal rights will also be extinguished. - Please note that the share purchase price and matters concerning the exercise of appraisal rights may change during the process. - Once appraisal rights have been exercised, the request cannot be cancelled or withdrawn without the company's consent.

Effect on the agreement: If the aggregate amount of shares for which appraisal rights are exercised against Solux Co., Ltd. by dissenting shareholders as a result of the merger exceeds KRW 1,500,000,000, or the aggregate amount of shares for which appraisal rights are exercised against Aribio Co., Ltd. exceeds KRW 3,000,000,000, the merger agreement may be terminated by either Solux Co., Ltd. or Aribio Co., Ltd.

14. Board resolution date (decision date): August 9, 2024 Attendance of outside directors: Present: 3; Absent: - Attendance of the auditor (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: Yes Reason if exempted from filing: -

17. Future Plans for Corporate Restructuring: As of the date of filing this material event report, there are no finalized matters regarding future corporate restructuring. However, for reference, the following applies: (a) The trade name of the surviving company after the merger will be that of the company being absorbed, Aribio Co., Ltd. (ARIBIO Co., Ltd.), and the head office will be located at the head office address of the company being absorbed, Aribio Co., Ltd. (b) The business segments of the Merging Parties plan to operate after the merger as a newly established Lighting Business Division and Bio Business Division, respectively. The management divisions of the Merging Parties plan to be integrated into one to increase management efficiency. (c) Directors and the auditor currently serving at Solux Co., Ltd., the merging company, will, notwithstanding Article 527-4 of the Commercial Act, retain their positions as directors and auditor of Solux Co., Ltd. for the remainder of their terms after this merger, unless other grounds for termination of office such as resignation occur. However, the terms of the directors and auditor of Aribio Co., Ltd., the company being absorbed, will expire and they will lose their existing positions at the same time this merger takes effect. (d) At the shareholders' meeting to approve the merger, the company plans to appoint outside director Lee Eun-jik (currently an outside director of Aribio Co., Ltd., born August 1959) and outside director and audit committee member Im Yeong-ho (currently an auditor of Aribio Co., Ltd., born March 1963). (e) As of the date of filing this material event report, there are no finalized plans regarding other mergers or corporate restructuring after this merger.

18. Other Material Matters Relevant to Investment Decisions (a) Under Articles 522 and 434 of the Commercial Act, the resolution to approve the merger at the shareholders' meeting is a special resolution matter. Accordingly, the merger may fail to be completed if, at the extraordinary general meeting of shareholders called to approve this merger, approval is not obtained from at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares. (b) Solux Co., Ltd., the surviving company after the merger, is as of the date of filing this disclosure document a KOSDAQ-listed company, and will retain its status as a KOSDAQ-listed company after the merger. (c) The "Financial details of the merger counterparty for the most recent fiscal year" in Item 8 above are based on the audited separate (non-consolidated) financial statements as of the end of 2023. (d) The "Merger Schedule" in Item 10 above is the expected schedule as of the date of filing this report, and may change due to approvals or permits required under relevant laws and the process of consultation and approval with relevant authorities. (e) The closing report general meeting in the "Merger Schedule" in Item 10 above is expected to be replaced by a board resolution and public notice procedure under Article 526, Paragraph 3 of the Commercial Act. (f) If fractional shares of less than one share arise from the allotment of merger new shares, Solux Co., Ltd. will, within one month from the listing date of the merger new shares, pay in cash to the shareholder entitled to the fractional share an amount calculated based on the closing price of the merger new shares on the listing date (rounding up amounts of less than KRW 1), and will acquire the fractional shares as treasury shares. (g) Solux Co., Ltd. will also allot merger new shares in respect of the shares of Aribio Co., Ltd. held by Solux Co., Ltd. as of the merger new-share allotment record date, and the treasury shares held by Aribio Co., Ltd. (including treasury shares held as of the merger new-share allotment record date as a result of the exercise of appraisal rights in connection with this merger). (h) The "expected purchase price" in Item 13, "Matters Concerning Appraisal Rights," above is as follows. The purchase price of the Merging Parties' shares, calculated under Article 176-7, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, is as shown below, and Solux Co., Ltd. and Aribio Co., Ltd. have decided on this purchase price as the price the companies will propose to the relevant shareholders for consultation. Category: Solux Co., Ltd. / Aribio Co., Ltd. Share purchase price (price proposed by the company for consultation): KRW 10,719 / KRW 20,891

- Solux Co., Ltd.'s common shares (1) Negotiated price Category: Content Price proposed by the company for consultation: KRW 10,719 Basis of calculation: Amount calculated under the purchase-price calculation method set out in Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7 of its Enforcement Decree Handling if negotiation fails: Under Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7 of its Enforcement Decree, the price will be set based on the trading price of the relevant shares on the securities market, and a shareholder who requested the purchase and disputes that purchase price may petition the court to determine the purchase price.

(2) Method of calculating the expected share purchase price (base date: August 8, 2024) Category / Amount (KRW) / Calculation period (1) Volume-weighted average closing price over the most recent 2 months: 10,260 / June 10, 2024 - August 8, 2024 (2) Volume-weighted average closing price over the most recent 1 month: 11,217 / July 9, 2024 - August 8, 2024 (3) Volume-weighted average closing price over the most recent 1 week: 10,679 / August 2, 2024 - August 8, 2024 Base purchase price [((1)+(2)+(3))/3]: 10,719 Note: The base purchase price is rounded to the nearest whole KRW when calculated.

(3) Calculation detail Date / Closing price (KRW) / Trading volume (shares) / Closing price x trading volume (KRW) 2024/08/08: 11,890 / 864,677 / 10,281,009,530 2024/08/07: 10,500 / 393,201 / 4,128,610,500 2024/08/06: 10,170 / 378,822 / 3,852,619,740 2024/08/05: 9,470 / 392,939 / 3,721,132,330 2024/08/02: 10,110 / 542,152 / 5,481,156,720 2024/08/01: 10,650 / 339,389 / 3,614,492,850 2024/07/31: 10,830 / 304,903 / 3,302,099,490 2024/07/30: 11,090 / 257,231 / 2,852,691,790 2024/07/29: 11,310 / 374,378 / 4,234,215,180 2024/07/26: 10,650 / 462,416 / 4,924,730,400 2024/07/25: 11,400 / 477,815 / 5,447,091,000 2024/07/24: 12,200 / 401,410 / 4,897,202,000 2024/07/23: 12,350 / 246,703 / 3,046,782,050 2024/07/22: 12,330 / 1,137,983 / 14,031,330,390 2024/07/19: 12,140 / 421,041 / 5,111,437,740 2024/07/18: 11,850 / 382,347 / 4,530,811,950 2024/07/17: 11,940 / 433,934 / 5,181,171,960 2024/07/16: 11,780 / 790,027 / 9,306,518,060 2024/07/15: 11,190 / 1,103,385 / 12,346,878,150 2024/07/12: 10,200 / 335,514 / 3,422,242,800 2024/07/11: 10,000 / 233,290 / 2,332,900,000 2024/07/10: 10,000 / 422,237 / 4,222,370,000 2024/07/09: 10,040 / 248,011 / 2,490,030,440 2024/07/08: 10,110 / 596,275 / 6,028,340,250 2024/07/05: 9,550 / 718,188 / 6,858,695,400 2024/07/04: 9,040 / 190,251 / 1,719,869,040 2024/07/03: 9,050 / 349,121 / 3,159,545,050 2024/07/02: 8,960 / 566,789 / 5,078,429,440 2024/07/01: 9,980 / 765,799 / 7,642,674,020 2024/06/28: 10,560 / 1,121,045 / 11,838,235,200 2024/06/27: 9,260 / 112,180 / 1,038,786,800 2024/06/26: 9,150 / 307,058 / 2,809,580,700 2024/06/25: 9,220 / 595,889 / 5,494,096,580 2024/06/24: 9,090 / 1,006,678 / 9,150,703,020 2024/06/21: 8,350 / 129,773 / 1,083,604,550 2024/06/20: 8,550 / 132,706 / 1,134,636,300 2024/06/19: 8,530 / 168,929 / 1,440,964,370 2024/06/18: 8,610 / 317,831 / 2,736,524,910 2024/06/17: 8,780 / 729,180 / 6,402,200,400 2024/06/14: 8,270 / 393,038 / 3,250,424,260 2024/06/13: 8,490 / 297,156 / 2,522,854,440 2024/06/12: 8,600 / 235,387 / 2,024,328,200 2024/06/11: 8,700 / 551,615 / 4,799,050,500 2024/06/10: 8,570 / 846,300 / 7,252,791,000 A. 2-month volume-weighted average price (KRW): 10,260 B. 1-month volume-weighted average price (KRW): 11,217 C. 1-week volume-weighted average price (KRW): 10,679 For the basis of calculating Aribio Co., Ltd.'s appraisal purchase price, please refer to Aribio Co., Ltd.'s own material event report.

(i) The conditions precedent and termination conditions stated in the merger agreement are as follows, and if such events occur, the merger agreement may be terminated or lapse, in which case this merger may not be completed. [Conditions Precedent and Termination Conditions in the Merger Agreement] Article 12 (Conditions Precedent): Each party's obligation to perform this merger under this agreement is subject to satisfaction of the following conditions by the merger date; however, each party may waive, in writing, satisfaction of all or part of the following conditions precedent applicable to its own obligations. (1) This agreement and this merger shall have been lawfully approved at each of the shareholders' meetings of the surviving company and the dissolving company. (2) All government approvals required to be obtained before the merger date in connection with this merger shall have been obtained. For clarity, this condition precedent is deemed satisfied even if conditions, burdens, or other qualifications are attached to such government approvals. (3) The representations and warranties made by the counterparty to this agreement shall be true and accurate in all material respects as of the date of execution of this agreement and as of the merger date. (4) The counterparty to this agreement shall have performed and complied with all covenants and obligations under this agreement in all material respects. (5) No material adverse change shall have occurred in the property or business condition of each party between the execution of this agreement and the merger date; provided, however, that if such a material adverse change is cured and no longer exists as of the merger date, this condition precedent is deemed satisfied. (6) No law or government order prohibiting or rendering illegal the performance of this agreement shall have been issued or become effective and remain in force after the execution date of this agreement. Article 13 (Termination): (1) Either party may terminate this agreement at any time before the merger date by written agreement with the other party. (2) If a material change occurs in the assets, liabilities, or management condition of either party, or there is an unforeseeable material defect, impairment, or other material change in circumstances related to the merger, the parties may, by agreement, adjust the terms of this agreement or terminate this agreement. (3) If, as of the expiration of the appraisal rights exercise period, the aggregate purchase amount for shares of the surviving company for which appraisal rights were exercised in connection with this merger (calculated based on the expected purchase price presented in the material event report related to this merger; the same applies hereafter) exceeds KRW [1,500,000,000], or the aggregate purchase amount for shares of the dissolving company for which appraisal rights were exercised exceeds KRW [3,000,000,000], the parties agree to discuss in good faith for [5] business days (extendable by agreement of the parties) how to handle the matter and whether to proceed with this merger. [If the parties fail to reach agreement within that period on how to handle the purchase of shares for which appraisal rights were exercised, the dissolving company or the surviving company may, following its own board resolution, terminate this agreement by written notice to the other party.] (4) If, as of the expiration of the creditor objection period, the aggregate claim amount of creditors of the surviving company who raised objections under Article 527-5 of the Commercial Act in connection with this merger exceeds KRW [1,500,000,000], or the aggregate claim amount of creditors of the dissolving company who raised objections exceeds KRW [3,000,000,000], the parties agree to discuss in good faith for [5] business days (extendable by agreement of the parties) how to handle the matter and whether to proceed with this merger. [If the parties fail to reach agreement within that period on how to respond to objecting creditors, such as repayment, provision of collateral, or trust arrangements, the dissolving company or the surviving company may, following its own board resolution, terminate this agreement by written notice to the other party.] (5) If this agreement is terminated under paragraphs (1) through (4) of this article, neither party, nor their shareholders, officers, employees, agents, or other representatives, shall bear any liability in connection with this agreement or the transactions contemplated by it. (6) If the representations and warranties of one party (the "Breaching Party") under this agreement are inaccurate or untrue, and this has caused or could reasonably be expected to cause a material adverse effect, or if the Breaching Party materially breaches its covenants or other obligations under this agreement and fails to cure the breach within 7 days of receiving written notice from the other party (the "Non-Breaching Party") demanding correction (provided that this 7-day correction-notice period applies only where the breach is curable), the Non-Breaching Party may terminate this agreement by written notice to the Breaching Party. (7) If a government approval necessary for this merger that has a material effect on either party's business or on this merger is finally denied (for clarity, this does not include a government approval granted subject to conditions, burdens, or other qualifications), or if it is finally determined that the conditions precedent in Article 12 cannot be satisfied, either party may terminate this agreement by written notice to the other party. (8) If this agreement is terminated, except as otherwise provided in this agreement, the surviving company and the dissolving company shall no longer have any rights or bear any obligations under this agreement. (9) Notwithstanding termination of this agreement, provisions that by their nature are intended to survive (including, without limitation, Articles 13, 14, 18, and 19 of this agreement) or related rights and obligations shall remain in effect. (10) Neither party may terminate this agreement under any circumstances after this merger takes effect. (j) Please refer to the securities registration statement that the company will disclose at a later date for more detailed information on this merger. Related disclosures: None.

Filed2026-07-16, [Amended] Material event report (merger)
SourceDART rcept 20260716000668 → open original filing

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 2026-07-16 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).