Samyung Trading

002810 · KOSPI · Industrials · SMALL CAP

Material event report (merger)

Samyung Trading Co., Ltd. will absorb its wholly owned subsidiary SYT Ethanol Co., Ltd. in a small-scale merger at a 1:0 ratio (no new shares issued), with the merger agreement on 2026-07-20 and merger effective date 2026-09-21; no change in Samyung Trading's largest shareholder results.

M&A(Material event report (merger))· FILED 2026-07-16· RCEPT 20260716000790

What happened

Material Event Report (Merger Decision) 6.1 Samyung Trading Co., Ltd. Material Event Report / Matter Subject to KRX Reporting Obligation

To the Financial Services Commission / Korea Exchange, 2026-07-16 Company name: Samyung Trading Co., Ltd. CEO: Lee Seung-yong Head office address: 111 Yanghwa-ro, Mapo-gu, Seoul (Phone) 02-320-4000 (Website) http://www.samyung.co.kr Preparer: (Title) Managing Director (Name) Yang Jae-won (Phone) 02-320-4000

Decision on company merger

1. Method of merger: Samyung Trading Co., Ltd. absorbs and merges SYT Ethanol Co., Ltd. - Surviving company: Samyung Trading Co., Ltd. - Dissolved company: SYT Ethanol Co., Ltd. - Type of merger: Small-scale merger

2. Purpose of the merger: To strengthen corporate competitiveness by increasing management efficiency

3. Material effects and impact of the merger (1) Effect on the Company's management: Samyung Trading Co., Ltd., the surviving company, holds 100% of the issued shares of SYT Ethanol Co., Ltd., the company to be absorbed. The surviving company will absorb the company to be absorbed at a merger ratio of 1:0, and no new shares will be issued by the surviving company as a result of this merger. Upon completion of the merger, there will be no change in the largest shareholder, and the surviving company, Samyung Trading Co., Ltd., will continue to exist as the surviving entity. (2) Effect on the Company's finances and business: Through this merger, the Company expects to enhance business efficiency and contribute to creating synergies from organizational integration and optimizing management resources.

4. Merger ratio: Samyung Trading Co., Ltd. : SYT Ethanol Co., Ltd. = 1.0000000 : 0.0000000 (In the case of a merger extinguishing a special-purpose acquisition company: the multiple of the reference price on the listing date of the new merger shares against the closing price on the SPAC's last trading day - not applicable)

5. Basis for calculating the merger ratio: The surviving company, Samyung Trading Co., Ltd., holds 100% of the shares of the company to be absorbed, SYT Ethanol Co., Ltd., and since the surviving company will not issue new shares for the shares of the company to be absorbed, the merger ratio was calculated as 1:0. - Corporate value: Surviving company -; Dissolved company -

6. Matters relating to external valuation Whether an external valuation was performed: Not applicable Basis and reason: Pursuant to the proviso to Item 2(b), Paragraph 8, Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, 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 is not required. As this merger falls under that provision, no external valuation institution's assessment was conducted. Name of the external valuation institution: -; Period of external valuation: -; Opinion of the external valuation: -

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

8. Counterparty company to the merger Company name: SYT Ethanol Co., Ltd. Main business: Real estate leasing Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 7,091,440,420; Capital stock 200,000,000; Total liabilities 580,111,250; Revenue 650,400,000; Total equity 6,511,329,170; Net income 262,161,409 Whether externally audited: Institution name -; Audit opinion - (In the case of a SPAC extinguishing merger) CEO -; Date of incorporation -; Head office address -; Expected securities registration statement filing date -

9. Newly incorporated merger company Company name: - Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - Current newly incorporated business segment's revenue for the most recent fiscal year (KRW): - Main business: - Whether re-listing is to be applied for: Not applicable

10. Merger schedule Merger agreement date: 2026-07-20 Shareholder record date: 2026-07-31 Shareholder register closure period: start date -, end date - Period for receiving notices of objection to the merger: start date 2026-07-31, end date 2026-08-14 Expected date of shareholders' meeting: - Appraisal rights exercise period: start date -, end date - Old share certificate submission period: start date -, end date - Expected trading suspension period: start date -, end date - Period for creditors to submit objections: start date 2026-08-18, end date 2026-09-18 Merger effective date: 2026-09-21 Closing report meeting date: 2026-09-22 Expected merger registration date: 2026-09-23 Expected date of delivery of new share certificates: - Expected listing date of new shares: -

11. Whether this constitutes a backdoor listing: Not applicable

12. Whether another company's backdoor listing requirements are satisfied: Not applicable

13. Matters relating to appraisal rights Exercise requirements: As this merger proceeds under the small-scale merger procedure pursuant to Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Samyung Trading Co., Ltd. Expected purchase price: -; Exercise procedure, method, period, location: -; Expected payment timing and method: -; Matters relating to restriction of appraisal rights: -; Effect on the agreement: -

14. Board of directors' resolution date (decision date): 2026-07-16 - Outside directors' attendance: Present (persons) 3; Absent (persons) 0 - Attendance of the auditor (audit committee member who is not an outside director): -

15. Whether a put option or similar agreement has been entered into: No - Contract details: -

16. Whether a securities registration statement must be filed: No - If exempted from filing, the reason: As this merger proceeds by way of a no-new-share-issuance merger method under which no merger shares are issued, no offering or sale of securities requiring the filing of a securities registration statement occurs in the course of this merger.

17. Future plans for corporate restructuring: As of the date of this report, there are no confirmed plans for corporate restructuring being pursued or planned following completion of the merger.

18. Other matters for reference in investment decisions 1) As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and approval of the merger is replaced by board approval. 2) Although this merger is being pursued as a small-scale merger, pursuant to Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify in writing their objection to the merger within two weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger. 3) The financial details of the company to be merged for the most recent fiscal year in Item 8 above are based on the financial statements as of the end of fiscal year 2025. 4) If, between the date of execution of the merger agreement and the merger effective date (or the deadline specified in the merger agreement), a cause for termination or loss of effect under the merger agreement arises - including required permits/approvals under relevant laws, requests from or consultations with relevant authorities, unforeseeable natural disasters, abrupt changes in economic conditions, material changes in management status, or other circumstances requiring a change to the merger agreement - the merger agreement may be amended or terminated. 5) The above merger schedule reflects the expected timeline as of the time of this material event report's disclosure and may change depending on consultations and approvals with relevant authorities and the circumstances of the merging companies. 6) The closing report meeting in the above merger schedule will be replaced by a board resolution and announcement, pursuant to Article 526, Paragraph 3 of the Commercial Act.

* Related disclosures: - Not applicable

[Detailed Statement of Key Merger Matters]

1. Overview of the merger a. Basic matters regarding the merger - (1) Purpose 1) Parties to the merger Surviving company: Name Samyung Trading Co., Ltd.; Location 111 Yanghwa-ro, Mapo-gu, Seoul; CEO Lee Seung-yong; Listing status Listed on the KOSPI market Dissolved company: Name SYT Ethanol Co., Ltd.; Location 111 Yanghwa-ro, Mapo-gu, Seoul; CEO Lee Seung-yong; Listing status Unlisted

2) Purpose of the merger: By absorbing its wholly owned subsidiary SYT Ethanol Co., Ltd., the surviving company Samyung Trading Co., Ltd. aims to concentrate its business capabilities and improve management efficiency through cost savings and more efficient management of resources.

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

4) Material effects on the Company's management, business, profit/loss, finances, etc.: As of the date of this report, Samyung Trading Co., Ltd. owns 100% of the equity of SYT Ethanol Co., Ltd. The merging company, Samyung Trading Co., Ltd., will absorb the company to be merged, SYT Ethanol Co., Ltd., at a merger ratio of 1.0000000 : 0.0000000, and no new shares will be issued by Samyung Trading Co., Ltd. as a result of this merger. Upon completion of the merger, Samyung Trading Co., Ltd. will remain as the surviving company, and the merged company, SYT Ethanol Co., Ltd., will be dissolved after the merger. There will be no change in the shares held or the ownership ratio of Samyung Trading Co., Ltd.'s largest shareholder after completion of the merger. From a consolidated perspective, this merger is not expected to have a significant effect on the finances and operations of the surviving company, Samyung Trading Co., Ltd., and the Company expects the merger of its wholly owned subsidiary to create synergies such as improved management efficiency.

5) Future plans for corporate restructuring: As of the date of this report, there are no confirmed plans for corporate restructuring being pursued or planned after completion of the merger.

(2) Overview of the counterparty company: Please refer to "2. Matters relating to the counterparty company to the merger" below.

(3) Form of the merger: As of the date of this report, the merging company, Samyung Trading Co., Ltd., holds 100% of the equity of the company to be merged, SYT Ethanol Co., Ltd. Upon completion of the merger, Samyung Trading Co., Ltd. will survive and SYT Ethanol Co., Ltd. will be dissolved. As this merger involves no issuance of new shares, it constitutes a small-scale merger under Article 527-3 of the Commercial Act, and approval of the merger is replaced by board approval. The surviving company, Samyung Trading Co., Ltd., is a company listed on the KOSPI market as of the disclosure date, and there will be no related change after the merger. Although this merger is being pursued as a small-scale merger, pursuant to Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify in writing their objection to the merger within two weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger. In addition, as this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of the merging company.

(4) Progress and schedule 1) Key merger schedule Item: Schedule; Note Board resolution on the merger: 2026-07-16; - Announcement of record date for shareholder confirmation: 2026-07-16; Announced on the Company's website Filing of the material event report: 2026-07-16; - Merger agreement date: 2026-07-20; - Shareholder record date: 2026-07-31; - Small-scale merger announcement date: 2026-07-31; Announced on the Company's website Period for receiving notices of objection to the merger - start date: 2026-07-31; - end date: 2026-08-14; - Board resolution approving the merger: 2026-08-18; In lieu of a shareholders' meeting Creditor objection announcement date: 2026-08-18; Announced on the Company's website Period for creditors to submit objections - start date: 2026-08-18; - end date: 2026-09-18; - Merger effective date: 2026-09-21; - Board resolution on the merger closing report: 2026-09-22; In lieu of a shareholders' meeting Merger closing report announcement date: 2026-09-22; Announced on the Company's website Expected merger registration date: 2026-09-23; - Note 1) The above "shareholder record date" refers to the record date for determining the shareholders of Samyung Trading Co., Ltd. entitled to object to the small-scale merger. Note 2) The merger closing report meeting will be replaced by an announcement following a board resolution. Note 3) The above key merger schedule reflects the expected timeline as of the disclosure date and may change depending on agreement between the merging companies, required permits/approvals under relevant laws, and consultations with relevant authorities.

2) Whether a securities registration statement is required: Not applicable. Reason for exemption: No-new-share-issuance merger.

(5) Conditions for the merger to be completed: Please refer to "c. Investment risk factors relating to the merger - 1) Risk factors that may make the merger difficult to complete" below.

b. Merger ratio and basis for calculation 1) Merger ratio and basis for calculation: As of the date of this material event report, Samyung Trading Co., Ltd. owns 100% of the equity of SYT Ethanol Co., Ltd., and as this merger proceeds by a no-new-share-issuance method, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation was conducted: The proviso to Item 2(b), Paragraph 8, Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, together with Article 165-4 of the Act itself, provides that 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 is not required. As this merger falls under that provision, no external valuation institution's assessment was conducted.

c. Investment risk factors relating to the merger 1) Risk factors that may make the merger difficult to complete: The termination conditions under the merger agreement are as follows. Article 10 [Effect of the Agreement] (1) This Agreement takes effect upon execution. (2) If the surviving company or the dissolved company fails to obtain board approval of this Agreement under Article 5, this Agreement automatically loses effect. Article 11 [Amendment and Termination of the Agreement] If, between the execution date of this Agreement and the merger effective date, a natural disaster occurs, a material change occurs in the property or management status of the surviving company or the dissolved company, or it is otherwise determined that the purpose of this merger is difficult to achieve, the surviving company and the dissolved company may, by mutual consultation, amend the merger terms set out in this Agreement or terminate this Agreement. Shareholders of the merging company who oppose this merger must submit their objection to the small-scale merger, and if the opposing shareholders who submit objections during this period do not reach 20% or more of the total issued shares, please note that the merger will proceed under the small-scale merger procedure and appraisal rights will not apply. However, if opposing shareholders submitting objections during the objection period reach 20% or more of the total issued shares, the merging company will not proceed with this merger under the small-scale merger procedure. 2) Prospects for listing of merger new shares or delisting: Not applicable, as this is a no-new-share-issuance merger under which no merger new shares are issued. As this merger does not constitute a backdoor listing, there is no possibility of delisting as a result of this merger. 3) Risk factors to consider when investing in the relevant securities if the merger is completed: This merger is the absorption of the wholly owned (100%) subsidiary SYT Ethanol Co., Ltd. by Samyung Trading Co., Ltd., and as it is a no-new-share-issuance merger under which no new shares are allotted, the impact on the consolidated financial statements before and after the merger is identical; accordingly, the risk factors to consider when investing in the securities are limited. 4) Matters relating to any option agreement entered into in connection with the merger: Not applicable.

d. Matters relating to appraisal rights: As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and approval of the merger is replaced by board approval.

e. Interests between the parties, etc. (1) Relationship between the parties 1) Affiliate or subsidiary relationship: As of the date of this material event report, the merging company, Samyung Trading Co., Ltd., owns 100% of the equity of the company to be merged, SYT Ethanol Co., Ltd., which is accordingly a subsidiary of Samyung Trading Co., Ltd. 2) Overlapping executive positions Name: Lee Seung-yong; Samyung Trading Co., Ltd.: In-house director / registered executive; SYT Ethanol Co., Ltd.: In-house director / registered executive 3) Where the largest shareholder of one party is a related party of the other party: As the merging company, Samyung Trading Co., Ltd., is the largest shareholder of the company to be merged, SYT Ethanol Co., Ltd., holding 100% of its equity, the largest shareholder and related parties of one party constitute related parties of the other party. 4) Other matters concerning competitive or complementary business relationships, etc.: Not applicable.

(2) Transactions between the parties 1) Equity investment: As of the date of this material event report, Samyung Trading Co., Ltd. owns 100% of the equity of SYT Ethanol Co., Ltd. Company name: SYT Ethanol Co., Ltd.; Account: Investments in subsidiaries and associates; Number of shares: 40,000; Ownership ratio: 100%; Acquisition cost (KRW): 2,026,923,012 Note 1) The above number of shares is on a common-share basis. Note 2) The acquisition cost is the book value as of the disclosure date. 2) Debt guarantees and collateral provided: Not applicable. 3) Purchase/sale transactions (Unit: KRW thousand) Company: Samyung Trading Co., Ltd.; Counterparty: SYT Ethanol Co., Ltd. Transaction type: Other revenue (non-sales); 2025: 4,200; 2024: 4,200; 2023: 6,930 Transaction type: Interest income; 2025: 21,617; 2024: 54,735; 2023: 68,991 4) Operating receivables/payables and accrued expenses/receivables (Unit: KRW thousand) Company: Samyung Trading Co., Ltd.; Counterparty: SYT Ethanol Co., Ltd. Transaction type: Lease deposit; 2025: 1,400; 2024: 1,400; 2023: 1,400 Transaction type: Accrued interest receivable; 2025: -; 2024: 1,383; 2023: 3,970 5) Loans and borrowings (Unit: KRW thousand, %) Lender: Samyung Trading Co., Ltd.; Borrower: SYT Ethanol Co., Ltd. Period 2025.06.10-2025.12.09: Amount 500,000; Interest rate 4.60% Period 2024.12.10-2025.06.09: Amount 500,000; Interest rate 4.60% Period 2024.06.10-2024.12.09: Amount 1,000,000; Interest rate 4.60% Period 2023.12.10-2024.06.09: Amount 1,500,000; Interest rate 4.60% Period 2023.06.10-2023.12.09: Amount 1,500,000; Interest rate 4.60% Period 2022.12.10-2023.06.09: Amount 1,500,000; Interest rate 4.60% * The above loans (borrowings) have been fully repaid as of the date of this report. (3) Transactions with the largest shareholder of the parties: Not applicable.

f. Other matters necessary for investor protection 1) Changes in capital after the merger: As this merger is a no-new-share-issuance merger under which no merger new shares are issued, there will be no change in Samyung Trading Co., Ltd.'s total issued shares or capital stock after the merger. 2) Management policy and executive composition after the merger: Notwithstanding Article 527-4, Paragraph 1 of the Commercial Act, pursuant to the agreement between the two companies, directors of Samyung Trading Co., Ltd. will serve out their appointed terms regardless of this merger, unless a cause for termination of their term arises. Directors of the merged company, SYT Ethanol Co., Ltd., will lose their position on the merger registration date.

2. Matters relating to the counterparty company to the merger a. Overview of the company Legal and commercial name: SYT Ethanol Co., Ltd. Date of incorporation: 1976-02-11 Head office address: 111 Yanghwa-ro, Mapo-gu, Seoul (Seogyo-dong) Representative: Lee Seung-yong Main business: Leasing Fiscal year-end month: December Whether classified as an SME: Not applicable Matters relating to credit rating or irregular incorporation: Not applicable

b. Description of business: SYT Ethanol Co., Ltd. previously engaged in the ethanol distribution business, but currently its main business is real estate leasing using the real estate it holds.

c. Financial matters 1) Summary statement of financial position (most recent 3 years) (Unit: KRW) Item: 50th term (2025) / 49th term (2024) / 48th term (2023) Current assets: 171,766,753 / 196,914,757 / 672,990,846 Non-current assets: 6,919,673,667 / 7,130,538,854 / 7,341,404,041 Total assets: 7,091,440,420 / 7,327,453,611 / 8,014,394,887 Current liabilities: 38,111,250 / 536,285,850 / 1,535,989,250 Non-current liabilities: 542,000,000 / 542,000,000 / 500,000,000 Total liabilities: 580,111,250 / 1,078,285,850 / 2,035,989,250 Total equity: 6,511,329,170 / 6,249,167,761 / 5,978,405,637 Total liabilities and equity: 7,091,440,420 / 7,327,453,611 / 8,014,394,887

2) Summary income statement (most recent 3 years) (Unit: KRW) Item: 50th term (2025) / 49th term (2024) / 48th term (2023) Revenue: 650,400,000 / 650,400,000 / 308,400,000 Cost of sales: - / - / - Gross profit: 650,400,000 / 650,400,000 / 308,400,000 Selling, general and administrative expenses: 363,748,254 / 344,926,498 / 347,309,334 Operating profit: 286,651,746 / 305,473,502 / (38,909,334) Non-operating income: 7,311,178 / 25,526,845 / 7,722,729 Non-operating expenses: 21,617,476 / 54,734,971 / 68,999,999 Income before income tax: 272,345,448 / 276,265,376 / (100,186,604) Income tax expense: 10,184,039 / 5,503,252 / - Net income (loss): 262,161,409 / 270,762,124 / (100,186,604)

d. External auditor's audit opinion: SYT Ethanol Co., Ltd. is not a company subject to mandatory external audit and accordingly has not been audited by an external auditor.

e. Matters relating to the board of directors and other corporate bodies: SYT Ethanol Co., Ltd. is an unlisted company with total paid-in capital of less than KRW 1 billion; it does not have a board of directors and has only one in-house director, and no committees have been established within a board.

f. Matters relating to shareholders: As of the date of this report, Samyung Trading Co., Ltd. owns 100% of the equity of SYT Ethanol Co., Ltd.

g. Matters relating to executives and employees: As of the date of this report, SYT Ethanol Co., Ltd. has one in-house director.

h. Other matters necessary for investor protection: Not applicable.

Filed2026-07-16, Material event report (merger)
SourceDART rcept 20260716000790 → 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).