What happened
Securities Issuance Report (Comprehensive Share Exchange/Transfer). To: Financial Supervisory Service. Date: 2026-07-23. Company name: E-Mart Co., Ltd.; CEO: Han Chae-yang; Head office: 37 Sejong-daero 7-gil, Jung-gu, Seoul; Tel: 02-380-5678; Website: http://www.emartcompany.com; Preparer: Finance Officer Lee Yong-myeong, Tel 02-380-9255.
I. Schedule This comprehensive share exchange proceeds under Article 165-4 of the Financial Investment Services and Capital Markets Act, Article 176-6 of its Enforcement Decree, and Commercial Act Articles 360-2 through 360-14. Board resolution date: 2026-03-10. Agreement date: 2026-03-11. Shareholder record date for the shareholders' meeting: 2026-03-25. Shareholders' meeting date for approval: 2026-06-22. Appraisal-rights exercise period and price: 2026-06-22 to 2026-07-13 (appraisal price proposed by each company: E-Mart - not applicable; Shinsegae Food - KRW 63,348).
[E-Mart share-exchange schedule]: shareholder-register-closure/record-date public notice 2026-03-10; share exchange agreement date 2026-03-11; record date for shareholders entitled to oppose 2026-03-25; small-scale-share-exchange public notice and shareholder notification 2026-03-25; small-scale-share-exchange dissent receipt period 2026-03-25 to 2026-04-08; share-exchange-approval board resolution date 2026-06-11; share exchange date 2026-07-23; share-certificate delivery date 2026-08-11. [Shinsegae Food share-exchange schedule]: shareholder-register-closure/record-date public notice 2026-03-10; share exchange agreement date 2026-03-11; record date for the shareholders' meeting 2026-03-25; shareholders'-meeting convening-notice date 2026-06-05; dissent receipt period 2026-06-05 to 2026-06-21; shareholders'-meeting date for approval of the share exchange 2026-06-22; share-certificate invalidation notice/public-notice (expected) date 2026-06-22; appraisal-rights exercise period 2026-06-22 to 2026-07-13; appraisal-rights payment (expected) date 2026-07-15; share-certificate invalidation notice/public-notice expiry date 2026-07-22; share exchange date 2026-07-23; trading-halt period (expected) 2026-07-21 to 2026-08-10; delisting date (expected) 2026-08-11.
II. Change in major shareholders' holdings (a) Largest-shareholder holdings before/after the exchange: Before exchange - E-Mart: largest shareholder Jeong Yong-jin, holding 7,960,493 common shares (28.85%). Shinsegae Food: largest shareholder E-Mart, holding 2,573,339 common shares (84.78%, Note 2). After exchange - E-Mart: largest shareholder Jeong Yong-jin, holding 7,960,493 common shares (28.85%, unchanged). Shinsegae Food: largest shareholder E-Mart, holding 3,035,340 common shares (Note 1) (100%). Note 1: assumes E-Mart comes to hold, through the share exchange, all Shinsegae Food shares outstanding other than the 837,140 treasury common shares Shinsegae Food cancelled before the share exchange date. Note 2: Shinsegae Food's total issued shares exclude the 837,140 treasury common shares cancelled before the share exchange date. (b) Plans for transfer of the largest shareholder's stake after the exchange - no plans have been finalized, as this is a matter of E-Mart's and Shinsegae Food's management strategy. (c) Restrictions on sale of the largest shareholder's stake after the exchange and their basis - not applicable.
III. Exercise of appraisal (dissenters') rights 1. Expected share-purchase price: (a) E-Mart common shares - because this proceeds under small-scale share-exchange procedures per Commercial Act Article 360-10, E-Mart shareholders are not granted appraisal rights. (b) Shinsegae Food common shares - company's proposed price for negotiation: KRW 63,348; basis for calculation: a price 30% above the base market price calculated under Article 165-4 of the Financial Investment Services and Capital Markets Act, Article 176-5(1) and Article 176-6(2) of its Enforcement Decree, which is 29.6% higher than the price calculated under the purchase-price method of Article 165-5 of the Act and Article 176-7 of its Enforcement Decree; handling if negotiation fails: the company or a dissenting shareholder who disagrees with the purchase price may petition the court to determine the purchase price. (Note: if shareholders who disagree with the above expected purchase price apply to the Financial Services Commission for mediation or petition the court for a price determination, such application or petition does not affect the share-exchange process itself, and any mediated or court-determined amount is effective only as between the company and the shareholder who applied or petitioned.) (1) Method for calculating the expected share-purchase price (base date: 2026-03-09): A. Most-recent-2-month volume-weighted average closing price (2026-01-10 to 2026-03-09): KRW 48,341. B. Most-recent-1-month volume-weighted average closing price (2026-02-10 to 2026-03-09): KRW 49,348. C. Most-recent-1-week volume-weighted average closing price (2026-03-03 to 2026-03-09): KRW 48,938. Base purchase price [(A+B+C)/3]: KRW 48,876. (2) Closing price and trading volume over the most recent 2 months (date / closing price (KRW) / volume (shares) / closing price x volume (KRW)): 2026-03-09: 47,900 / 2,736 / 131,054,400 2026-03-06: 48,350 / 3,366 / 162,746,100 2026-03-05: 48,300 / 4,437 / 214,307,100 2026-03-04: 47,900 / 19,226 / 920,925,400 2026-03-03: 50,300 / 20,261 / 1,019,128,300 2026-02-27: 51,900 / 13,730 / 712,587,000 2026-02-26: 52,000 / 19,755 / 1,027,260,000 2026-02-25: 49,900 / 13,826 / 689,917,400 2026-02-24: 49,300 / 12,579 / 620,144,700 2026-02-23: 48,000 / 16,088 / 772,224,000 2026-02-20: 47,750 / 10,078 / 481,224,500 2026-02-19: 47,850 / 5,245 / 250,973,250 2026-02-13: 47,950 / 2,431 / 116,566,450 2026-02-12: 48,050 / 10,795 / 518,699,750 2026-02-11: 47,900 / 1,993 / 95,464,700 2026-02-10: 48,000 / 5,957 / 285,936,000 2026-02-09: 47,900 / 18,261 / 874,701,900 2026-02-06: 47,300 / 5,841 / 276,279,300 2026-02-05: 47,750 / 16,094 / 768,488,500 2026-02-04: 47,900 / 7,434 / 356,088,600 2026-02-03: 47,500 / 4,835 / 229,662,500 2026-02-02: 47,350 / 6,490 / 307,301,500 2026-01-30: 47,400 / 6,657 / 315,541,800 2026-01-29: 47,600 / 5,742 / 273,319,200 2026-01-28: 47,500 / 6,458 / 306,755,000 2026-01-27: 47,500 / 20,770 / 986,575,000 2026-01-26: 47,400 / 4,204 / 199,269,600 2026-01-23: 47,500 / 6,390 / 303,525,000 2026-01-22: 47,600 / 4,988 / 237,428,800 2026-01-21: 47,700 / 4,285 / 204,394,500 2026-01-20: 47,600 / 17,562 / 835,951,200 2026-01-19: 47,550 / 22,078 / 1,049,808,900 2026-01-16: 47,300 / 5,535 / 261,805,500 2026-01-15: 47,000 / 4,193 / 197,071,000 2026-01-14: 47,200 / 9,049 / 427,112,800 2026-01-13: 47,200 / 11,786 / 556,299,200 2026-01-12: 46,900 / 7,783 / 365,022,700 A. Most-recent-2-month volume-weighted average closing price: KRW 48,341. B. Most-recent-1-month: KRW 49,348. C. Most-recent-1-week: KRW 48,938. D. Arithmetic mean [(A+B+C)/3]: KRW 48,876. Shinsegae Food calculated the expected purchase price using the arithmetic mean above, but after an in-person shareholder town hall, to accommodate minority shareholders with an additional alternative, changed the expected purchase price to KRW 63,348 - a 30% increase on Shinsegae Food's base market price of KRW 48,729 (before premium) as calculated under Article 176-5(1) and Article 176-6 of the Enforcement Decree of the Capital Markets Act for this share exchange. Regarding this change, the company confirmed there is no legal issue, since the expected purchase price is, in principle, determined by negotiation between the company and shareholders, and the price under the Capital Markets Act and its Enforcement Decree is merely the price the company first proposes for that negotiation. 2. Appraisal-rights exercise record: (a) E-Mart common shares - because this proceeds under small-scale share-exchange procedures per Commercial Act Article 360-10, E-Mart shareholders are not granted appraisal rights. (b) Shinsegae Food common shares: company / purchase price / exercise period / shares claimed / purchase amount / purchase date / source of purchase funds - Shinsegae Food / KRW 63,348 / 2026.06.22-2026.07.13 / 585,898 shares / KRW 36,748,871,628 / 2026.07.15 / own funds. Note 1: Shinsegae Food had a total of 1,132 appraisal-rights claimants for 585,898 shares, but because 22 shareholders applied for price adjustment on 5,787 shares, the purchase amount above excludes those shares. Note 2: the 22 price-adjustment shareholders (5,787 shares) will first receive E-Mart shares, with the purchase payment to be made once finally determined by agreement with the company or court decision; their resulting E-Mart shares will be subject to trading restrictions. As of this report's submission, none of the price-adjustment shareholders has petitioned a court for a price determination. 3. Disposal method for treasury shares acquired through appraisal-rights claims: (a) E-Mart common shares - not applicable. (b) Shinsegae Food common shares - the 580,111 treasury shares Shinsegae Food acquired from dissenting shareholders' appraisal-rights exercise (excluding the 5,787 shares of the 22 price-adjustment shareholders) were cancelled on 2026-07-21 following a board resolution on 2026-07-16; accordingly, no E-Mart shares will be allotted for these shares, and after this comprehensive share exchange, Shinsegae Food will hold no shares of its new parent, E-Mart.
IV. Creditor protection - no separate creditor-protection procedure applies to this comprehensive share exchange.
V. Related litigation - as of the exchange date, no lawsuit has been filed against E-Mart or Shinsegae Food that could affect the validity of this comprehensive share exchange.
VI. New-share allotment 1. Share allotment (a) Allotment details - as of the share exchange date (2026-07-23), Shinsegae Food shares held by shareholders of record on the Shinsegae Food shareholder register (other than E-Mart), which will become a wholly owned subsidiary, will be transferred to E-Mart; in consideration, E-Mart will deliver (expected 2026-08-11) its existing treasury common shares (KRW 5,000 par value) at a ratio of 0.5031313 E-Mart common shares (KRW 5,000 par value) per Shinsegae Food common share, totaling 232,447 E-Mart treasury shares (including shares E-Mart acquires as treasury shares to handle fractional shares). E-Mart will not allot its own treasury shares against the Shinsegae Food shares it already holds as of the exchange date. In addition, Shinsegae Food's existing 257,029 treasury shares and the 580,111 shares it acquired from shareholders' appraisal-rights exercise were cancelled (2026-07-21) following board resolution (2026-07-16). (b) Treatment of fractional shares arising on allotment - where a fractional share of less than 1 share arises in allotting E-Mart treasury shares under the exchange ratio, E-Mart will pay the affected shareholder, in cash, within 1 month of the exchange date, an amount calculated using the closing price on the exchange date (2026-07-23, on the KOSPI market of the Korea Exchange). Where the total number of E-Mart common shares to be delivered under the exchange ratio (including shares E-Mart acquires as treasury shares to handle fractional shares) includes a fraction below a whole share, that fractional portion will be rounded down. (c) Trading of exchanged shares - the expected delivery date for the E-Mart treasury registered common shares delivered under this share exchange is 2026-08-11; this date may change depending on consultation and approval with relevant authorities. 2. Payment of cash consideration - other than the share delivery under the exchange ratio and the cash payment for fractional shares below 1 share, E-Mart will pay no share-exchange cash consideration to the exchanged shareholders. 3. Compensation to specific shareholders - neither party nor its related parties will pay any special allotment or other direct/indirect additional compensation to a specific shareholder of the other party in this share exchange.
VII. Summary financial information before/after the share exchange [E-Mart] (KRW) Assets - current assets: before 2,368,490,721,441 / after 2,368,490,721,441 / change - (cash and cash equivalents 153,142,552,701 unchanged; trade and other receivables 476,047,268,901 unchanged; inventories 1,239,258,097,991 unchanged; FVPL financial assets 116,083,891,000 unchanged; other short-term financial assets 296,805,744,713 unchanged; short-term derivative assets 13,806,973,887 unchanged; other current assets 73,346,192,248 unchanged). Non-current assets: before 19,185,810,767,367 / after 19,208,999,059,558 / change +23,188,292,191 (PP&E 6,544,590,658,735 unchanged; investment property 149,282,755,030 unchanged; intangibles 294,834,855,075 unchanged; right-of-use assets 1,129,776,178,377 unchanged; net defined-benefit assets - unchanged; investments in subsidiaries/associates/JVs: before 7,748,327,830,174 / after 7,771,516,122,365 / change +23,188,292,191; FVOCI financial assets 2,564,374,040,424 unchanged; FVPL financial assets 58,591,996,473 unchanged; other long-term financial assets 557,267,003,901 unchanged; long-term derivative assets 123,151,003,833 unchanged; other non-current assets 15,614,445,345 unchanged). Total assets: before 21,554,301,488,808 / after 21,577,489,780,999 / change +23,188,292,191. Liabilities - current liabilities: before/after 5,637,672,378,682, unchanged (trade and other payables 1,468,970,899,796; short-term borrowings 1,761,620,792,107; short-term derivative liabilities 647,884,499; gift certificates 1,806,835,770,000; income tax payable 64,136,602,847; other short-term financial liabilities 378,580,636,100; other current liabilities 156,879,793,333). Non-current liabilities: before/after 5,614,570,766,100, unchanged (long-term borrowings 3,649,966,574,005; long-term derivative liabilities 124,094,777,674; net defined-benefit liabilities 65,388,968,662; deferred tax liabilities 394,276,158,165; other long-term financial liabilities 1,094,080,831,914; other non-current liabilities 286,763,455,680). Total liabilities: before/after 11,252,243,144,782, unchanged. Equity - paid-in capital: before/after 4,332,912,902,329, unchanged (capital stock 139,379,095,000; share premium 4,193,533,807,329); retained earnings: before/after 4,212,634,859,419, unchanged; other equity items: before 1,756,510,582,278 / after 1,779,698,874,469 / change +23,188,292,191. Total equity: before 10,302,058,344,026 / after 10,325,246,636,217 / change +23,188,292,191. Total equity and liabilities: before 21,554,301,488,808 / after 21,577,489,780,999 / change +23,188,292,191. Note 1: the pre-exchange statement of financial position is based on separate-basis figures as of 2026 Q1-end. Note 2: the post-exchange statement reflects only the increase in E-Mart's holding of Shinsegae Food's equity resulting from the exchange, and does not reflect incidental costs of the treasury-share delivery or other factors difficult to predict at this time. Note 3: the figures above are prepared on a summary basis and may differ from the actual post-exchange statement of financial position prepared under applicable accounting standards. [Shinsegae Food] (KRW) Assets - current assets: before 351,043,832,914 / after 314,294,961,286 / change -36,748,871,628 (cash and cash equivalents: before 97,603,429,644 / after 60,854,558,016 / change -36,748,871,628; short-term financial instruments 62,000,000,000 unchanged; trade receivables 103,220,535,083 unchanged; other current financial assets 10,509,313,750 unchanged; inventories 72,506,354,457 unchanged; other current assets 5,204,199,980 unchanged). Non-current assets: before/after 449,277,436,637, unchanged (investments in subsidiaries 6,538,048,786; investments in associates and JVs 52,964,871,130; PP&E 198,764,359,987; right-of-use assets 75,338,654,106; intangibles 64,438,447,863; other non-current financial assets 27,824,299,782; other non-current assets 424,316,359; net defined-benefit assets 11,296,705,889; deferred tax assets 11,687,732,735). Total assets: before 800,321,269,551 / after 763,572,397,923 / change -36,748,871,628. Liabilities - current liabilities: before/after 211,996,250,867, unchanged (trade payables 56,761,308,298; other current financial liabilities 53,550,341,589; current lease liabilities 20,513,390,887; current portion of long-term debt 59,960,151,221; other current liabilities 12,087,056,268; current restoration provision 502,209,779; current income tax liabilities 8,621,792,825). Non-current liabilities: before/after 229,688,075,613, unchanged (bonds 129,736,859,168; other non-current financial liabilities 3,648,658,622; non-current lease liabilities 78,869,836,172; restoration provision 2,496,490,623; other non-current liabilities 14,936,231,028). Total liabilities: before/after 441,684,326,480, unchanged. Equity - capital stock: before/after 19,362,400,000, unchanged; share premium: before/after 44,358,761,484, unchanged; other capital surplus: before 13,558,267,769 / after 23,940,201,409 / change +10,381,933,640; retained earnings: before 281,357,513,818 / after 234,226,708,190 / change -47,130,805,628. Total equity: before 358,636,943,071 / after 321,888,071,443 / change -36,748,871,628. Total equity and liabilities: before 800,321,269,551 / after 763,572,397,923 / change -36,748,871,628. Note 1: the pre-exchange statement of financial position is based on separate-basis figures as of 2026 Q1-end. Note 2: unlike a merger, in a comprehensive share exchange the target company continues to exist after the exchange rather than being dissolved. Note 3: the post-exchange statement reflects only (1) the acquisition of 580,111 Shinsegae Food common treasury shares from dissenting shareholders' appraisal-rights claims, (2) the profit-based retirement of the existing 257,029 Shinsegae Food common treasury shares, and (3) the profit-based retirement of the 580,111 treasury shares from appraisal-rights claims; it does not reflect factors difficult to predict at this time. Note 4: the figures above are prepared on a summary basis and may differ from the actual post-exchange statement of financial position prepared under applicable accounting standards.
| Filed | 2026-07-23, Securities issuance report |
|---|---|
| Source | DART rcept 20260723000253 → open original filing |
Source: DART. Information only, not investment advice.

