Material event report (merger)

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Material event report (merger decision) 6.2 Hanjung NCS Co., Ltd.

Material Event Report / Korea Exchange Notification Matter

To the Financial Services Commission / Korea Exchange July 29, 2026

Company name: Hanjung NCS Co., Ltd. Representative directors: Kim Hwan-sik and Kim Sang-gyun Head office address: 379 Yeongcheon-sandan-ro, Yeongcheon-si, Gyeongsangbuk-do (Chaesin-dong) (Tel) 054-337-5050 (Website) http://www.hjncs.com Preparer in charge: (Title) Executive Director (Name) Heo Cheok (Tel) 054-337-5050

Merger Decision

1. Merger method: Hanjung NCS Co., Ltd. will absorb-merge HDC Co., Ltd. - Surviving company: Hanjung NCS Co., Ltd. - Dissolving company: HDC Co., Ltd. - Merger type: Small-scale merger

2. Purpose of merger: To enhance management efficiency and strengthen business competitiveness by absorb-merging the wholly owned subsidiary, achieving vertical integration of core ESS cooling-system components, eliminating internal transactions, reducing redundant administrative costs, and integrating production, inventory, and cost systems.

3. Material impact and effect of the merger 1. Effect on company management - As of the filing date of this material event report, the company owns 100% of the issued shares of HDC Co., Ltd., and this merger proceeds as a small-scale, no-new-share merger in which no new shares or other merger consideration will be issued. Accordingly, there will be no effect on the company's management rights or change of largest shareholder following completion of this merger. 2. Effect on the company's finances and operations - The dissolving company is a subsidiary already included in the company's consolidated financial statements, so there will be no change in the substance of consolidated finances; the merger is expected to have a positive effect on finances and operations through vertical integration of core ESS cooling-system components and elimination of redundant costs.

4. Merger ratio: Hanjung NCS Co., Ltd. : HDC Co., Ltd. = 1.0000000 : 0.0000000 - For a merger extinguishing a special purpose acquisition company, the multiple of the base price on the listing date of the merger new shares relative to the closing price on the SPAC's last trading day: -

5. Basis for calculating the merger ratio: The company, as the surviving entity, owns 100% of the shares of HDC Co., Ltd., the dissolving company, and since no new shares will be issued for the dissolving company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value - Surviving company: - - Corporate value - Dissolving company: -

6. Matters concerning external appraisal Whether an external appraisal was conducted: Not applicable - Basis and reason: Article 165-4 of the Financial Investment Services and Capital Markets Act and the proviso to Article 176-5, Paragraph 8, Item 2, Sub-item (b) of its Enforcement Decree provide that an external appraisal institution's evaluation of merger value fairness is not required when a company owning all of another company's issued shares merges with that company without issuing new shares; since this merger falls under that provision, it was not subject to external appraisal. Name of external appraisal institution: - External appraisal period: - External appraisal opinion: -

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

8. Merger counterparty Company name: HDC Co., Ltd. Main business: ESS cooling-system components (heat exchangers, etc.) Relationship with the company: Subsidiary Recent fiscal year financial details (KRW): Total assets 9,425,008,197; Capital stock 2,000,000,000; Total liabilities 11,868,383,691; Sales 16,527,808,824; Total equity -2,443,375,494; Net income 3,799,805,877 - Whether externally audited: Institution name -; Audit opinion - - For a merger extinguishing a special purpose acquisition company: Representative director -; Date of establishment -; Head office address -; Expected securities registration statement filing date -

9. Newly established merged company Company name: - Financial details at establishment (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - - Current newly established business division: Recent fiscal year sales (KRW) -; Main business - Whether re-listing will be requested: Not applicable

10. Merger schedule Merger agreement date: July 30, 2026 Record date for determining shareholders: August 13, 2026 Shareholder register closure period - start date: -; end date: - Period for receiving merger opposition notices - start date: August 14, 2026; end date: August 27, 2026 Expected shareholders' meeting date: - 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: - Creditor objection submission period - start date: August 29, 2026; end date: September 29, 2026 Merger date: September 30, 2026 Closing-report general meeting date: September 30, 2026 Expected merger registration date: October 1, 2026 Expected new share certificate delivery date: -

11. Whether this constitutes a backdoor listing: Not applicable

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

13. Matters concerning appraisal rights Exercise requirements: As this proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not granted to the company's shareholders / Expected purchase price, exercise procedure, etc.: - Expected purchase price -; Exercise procedure, method, period, location -; Expected payment timing and method -; Matters concerning restrictions on appraisal rights -; Effect on the contract -

14. Board resolution date (decision date): July 29, 2026 - Independent (outside) director* attendance: present (persons) 2; absent (persons) 1 - Auditor (audit committee member who is not an independent (outside) director*) attendance: present

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

16. Whether a securities registration statement must be filed: No - Reason exempted from filing: As this merger proceeds as a no-new-share merger issuing no merger shares, no offering or sale of securities requiring a securities registration statement occurs in the merger process. * "Independent director" applies to listed companies and "outside director" to unlisted companies.

17. Future plans regarding corporate restructuring: As of the date of this report, there are no confirmed matters regarding corporate restructuring that Hanjung NCS Co., Ltd. is pursuing or planning following completion of this merger.

18. Other matters for reference in investment decisions 1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to the company's shareholders, and shareholders' meeting approval of the merger is replaced by board approval. However, if a shareholder holding 20% or more of the company's total issued shares notifies the company in writing of their opposition to the merger within two weeks of the small-scale merger announcement date, the merger cannot proceed as a small-scale merger. 2) As this merger is exempt from external appraisal under the proviso to Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the "5. Basis for calculating the merger ratio - Corporate value" entry above is omitted. 3) "8. Merger counterparty - Recent fiscal year financial details" above is based on the financial statements as of the end of 2025. 4) "10. Merger schedule" above is the expected schedule as of the report filing date and may change due to approvals and licenses under relevant laws, consultations with relevant authorities, and other circumstances. 5) "10. Merger schedule - Closing-report general meeting date" above is expected to be replaced by a board resolution and public announcement procedure pursuant to Article 526, Paragraph 3 of the Commercial Act.

* Related disclosures: - Not applicable.

[Detailed material information concerning the merger]

1. Overview of the merger (a) Basic matters concerning the merger (1) Merger counterparty Surviving company after merger: Name Hanjung NCS Co., Ltd.; Address Gyeongsangbuk-do, Yeongcheon-si, Yeongcheon-sandan-ro 379 (Chaesin-dong); Representative directors Kim Hwan-sik, Kim Sang-gyun (co-representative directors); Listing status: Listed on the KOSDAQ market Dissolving company after merger: Name HDC Co., Ltd.; Address Gyeongsangbuk-do, Yeongcheon-si, Geumho-eup, Yeongcheon-sandan-ro 285; Representative directors Kim Sang-gyun, Kang Oe-seo (joint representative directors); Listing status: Unlisted company

(2) Background of the merger This merger is intended to enhance management efficiency and strengthen business competitiveness for Hanjung NCS Co., Ltd. and HDC Co., Ltd. through vertical integration of core ESS cooling-system components, elimination of internal transactions, reduction of redundant administrative costs, and integration of production, inventory, and cost systems.

(3) Material impact and effect on the company's management, finances, operations, etc. Hanjung NCS Co., Ltd. plans to absorb-merge HDC Co., Ltd. and will succeed to the entirety of HDC Co., Ltd.'s business. No new shares will be issued as a result of this merger, and there will be no change in the largest shareholder of Hanjung NCS Co., Ltd. following completion of this merger. The merger is expected to efficiently combine human and physical resources, increasing management efficiency, which is expected to have a positive effect on improving the company's performance and financial structure.

(4) Future plans regarding corporate restructuring, etc. As of the filing date of this report, Hanjung NCS Co., Ltd. has no confirmed matters regarding corporate restructuring that it is pursuing or planning following completion of the merger.

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

(6) Form of the merger 1) Merger method The merging company, Hanjung NCS Co., Ltd., will absorb-merge the company being merged, HDC Co., Ltd.; Hanjung NCS Co., Ltd. will survive and HDC Co., Ltd. will be dissolved. 2) Whether it constitutes a small-scale or simplified merger, and the basis Since the company being merged, HDC Co., Ltd., is a 100% subsidiary of the merging company, Hanjung NCS Co., Ltd., this merger proceeds as a no-new-share merger issuing no merger shares. It therefore constitutes a small-scale merger under Article 527-3 of the Commercial Act, and merger approval is replaced by board approval. 3) Notable matters concerning the method of merger This merger is being pursued as a small-scale merger, but under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of the surviving company, Hanjung NCS Co., Ltd., notifies the company in writing of opposition to the merger within two weeks of the merger announcement date, this 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 the shareholders of the merging company.

(7) Progress and schedule 1) Key schedule Category: Date Board resolution date for the merger decision: July 29, 2026 (Wed) Material event report filing date: July 29, 2026 (Wed) Announcement of record-date setting for determining shareholders: July 29, 2026 (Wed) Merger agreement date: July 30, 2026 (Thu) Record date for determining shareholders (*1): August 13, 2026 (Thu) Small-scale merger announcement: August 13, 2026 (Thu) Period for receiving merger opposition notices - start date: August 14, 2026 (Fri); end date: August 27, 2026 (Thu) Board resolution date approving the merger (*2): August 28, 2026 (Fri) Creditor objection announcement: August 28, 2026 (Fri) Creditor objection period - start date: August 29, 2026 (Sat); end date: September 29, 2026 (Tue) Merger date: September 30, 2026 (Wed) Board resolution date for the merger closing report (*3): September 30, 2026 (Wed) Merger closing-report announcement: September 30, 2026 (Wed) Expected merger registration date: October 1, 2026 (Thu)

(*1) This is the record date for determining rights-holding shareholders for purposes of expressing opposition to the merging company's small-scale merger. (*2) As Hanjung NCS Co., Ltd., the merging company, qualifies for a small-scale merger, the shareholders' meeting for merger approval is replaced by board resolution. (*3) The merger closing-report general meeting is expected to be replaced by a public announcement procedure pursuant to board resolution under Article 526, Paragraph 3 of the Commercial Act. * The above key merger schedule is the expected schedule as of the filing date of this report and may change due to agreement between the merging parties, approvals and licenses under relevant laws, consultations with relevant authorities, and other circumstances.

2) Whether a securities registration statement must be filed Whether subject to filing a securities registration statement: Not applicable Reason exempted from filing: No-new-share merger

(b) Merger value and basis for calculation (1) Merger value and basis for calculation As the surviving company, Hanjung NCS Co., Ltd., owns all of the issued shares of the dissolving company, HDC Co., Ltd., this merger proceeds as a no-new-share merger with a merger ratio of 1:0, issuing no merger new shares. (2) Whether an external appraisal was conducted The proviso to Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that an external appraisal institution's evaluation of merger value fairness is not required when a company owning all of another company's issued shares merges with that company without issuing new shares; as this merger falls under that provision, it was not subject to external appraisal pursuant to the above provision.

(c) Investment risk factors related to the merger (1) Investment risk factors related to the merger * Conditions for termination of the merger agreement Article 14 [Effectiveness of the Agreement] This Agreement takes effect immediately upon execution. However, this Agreement loses its effect if the surviving company or the dissolving company fails to obtain board approval in lieu of the shareholders' meeting approval specified in Article 7, or fails to satisfy approval, authorization, or other requirements of relevant authorities under applicable laws concerning the merger. Article 15 [Amendment of the Agreement] If a material change occurs in the property or management status of the surviving company or the dissolving company due to an act of God or other cause between the date of execution of this Agreement and the date of merger registration, the surviving company and the dissolving company may, by mutual agreement, amend the merger terms or terminate this Agreement. (2) Matters concerning future listing or delisting of the merger new shares, etc.: As Hanjung NCS Co., Ltd. owns 100% of the issued shares of HDC Co., Ltd., and this is a no-new-share merger issuing no merger new shares, this matter is not applicable. This merger does not constitute a backdoor listing, so there is no possibility of delisting resulting from this merger. (3) Risk factors to consider when investing in the related securities if the merger is completed: As the company being merged, HDC Co., Ltd., was already a consolidated subsidiary prior to the merger, this merger will not have a significant effect on Hanjung NCS Co., Ltd.'s consolidated sales or profit and loss; accordingly, it is judged that there are no risk factors to consider when investing in the securities. (4) Matters concerning option or other contracts with the merger counterparty or a third party: Not applicable.

(d) Matters concerning appraisal rights As Hanjung NCS Co., Ltd.'s merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not granted to the shareholders of the merging company, Hanjung NCS Co., Ltd. In addition, as the company being merged, HDC Co., Ltd., is a 100% subsidiary of the merging company, Hanjung NCS Co., Ltd., no appraisal rights arise. However, pursuant to Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the company's total issued shares notifies the company in writing of opposition to the small-scale merger, the small-scale merger cannot proceed.

(e) Interests between the parties to the merger, etc. (1) Relationship between the parties to the merger As of the filing date of this report, Hanjung NCS Co., Ltd. owns 100% of the equity of HDC Co., Ltd. Company name: HDC Co., Ltd.; Account item: Subsidiary; Number of shares: 4,000,000 shares; Equity ratio: 100.00% (2) Concurrent holding of positions among executives Name: Kim Sang-gyun; Position at Hanjung NCS Co., Ltd.: In-house director (co-representative director); Position at HDC Co., Ltd.: In-house director (joint representative director) (3) Where the largest shareholder of one party is a related party of the other party As of the filing date of this report, since the merging company, Hanjung NCS Co., Ltd., owns 100% of the equity of the company being merged, HDC Co., Ltd., as its largest shareholder, the largest shareholder and related parties of one party constitute related parties of the other party. (4) Sales, purchase transactions and operating receivables/payables between the parties: Not applicable. (5) Debt guarantees and collateral provision: Not applicable.

(f) Transactions with the largest shareholder of the parties: Not applicable.

(g) Other matters necessary for investor protection (1) Status of the largest shareholder's equity, etc. 1) Changes in the largest shareholder's equity before and after the merger: As this merger is a no-new-share merger issuing no merger new shares, there is no change in the largest shareholder's equity before and after the merger. 2) Where there is a prior agreement between the largest shareholders before and after the merger regarding future transfer of equity by the largest shareholder of the surviving company: Not applicable. 3) Restrictions on, and basis for, sale of the largest shareholder's equity after the merger: Not applicable. (2) Changes in the company's capital after the merger: As this merger is a no-new-share merger issuing no merger new shares, there will be no change in Hanjung NCS Co., Ltd.'s total issued shares or capital stock following the merger. (3) Management policy and executive composition, etc. after the merger: As of the filing date of this report, there are no plans regarding changes to the surviving company's future material management policy, method of executive composition, etc. after completion of this merger. (4) Business plan, etc.: The company expects this merger to enhance corporate value through strengthened competitiveness and growth in scale from integrating business capabilities. If this merger is completed, there are no plans to change or discontinue the business that HDC Co., Ltd. conducted before the merger.

2. Matters concerning the merger counterparty company (1) Company overview Company name: HDC Co., Ltd.; Representative: Kim Sang-gyun, Kang Oe-seo (joint representatives); Head office address: 285 Yeongcheon-sandan-ro, Geumho-eup, Yeongcheon-si, Gyeongsangbuk-do; Industry: Manufacturing; Fiscal year-end month: December; Date of incorporation: August 17, 2022; Listing status of the company's shares: Unlisted company

(2) Description of business HDC Co., Ltd. was established in August 2022. As of the filing date of this report, Hanjung NCS Co., Ltd. owns 100% of the equity of HDC Co., Ltd., which conducts manufacturing of ESS cooling-system components (heat exchangers, cooling/heating units, air handling units, etc.) as its main business.

(3) Financial matters 1) Summary balance sheet for the last 3 years (unit: KRW millions) Category: 4th fiscal year (Dec. 31, 2025) / 3rd fiscal year (Dec. 31, 2024) / 2nd fiscal year (Dec. 31, 2023) Current assets: 6,067 / 4,994 / 1,727 Non-current assets: 3,358 / 11 / 259 Total assets: 9,425 / 5,005 / 1,986 Current liabilities: 7,178 / 5,655 / 2,404 Non-current liabilities: 4,690 / 5,593 / 2,118 Total liabilities: 11,868 / 11,248 / 4,522 Total equity: -2,443 / -6,243 / -2,535

2) Summary income statement for the last 3 years (unit: KRW millions) Category: 4th fiscal year (Dec. 31, 2025) / 3rd fiscal year (Dec. 31, 2024) / 2nd fiscal year (Dec. 31, 2023) Sales: 16,528 / 21,578 / 1,514 Selling, general and administrative expenses: 2,096 / 2,052 / 2,687 Operating income: 784 / -3,015 / -3,638 Non-operating income: 878 / 134 / 7 Non-operating expenses: 293 / 827 / 644 Net income: 3,800 / -3,708 / -4,276

(4) External auditor's audit opinion: Not applicable.

(5) Matters concerning the board and other corporate bodies: As of the filing date of this report, the board of directors of HDC Co., Ltd. consists of 3 directors. There are no board committees.

(6) Matters concerning shareholders: As of the filing date of this report, the shareholder status of HDC Co., Ltd. is as follows. Shareholder name: Hanjung NCS Co., Ltd.; Shares held: 4,000,000 shares; Equity ratio: 100.00%

(7) Matters concerning executives and employees, etc.: As of the filing date of this report, HDC Co., Ltd. has 43 executives and employees, including 3 in-house directors.

(8) Matters concerning affiliated companies, etc.: As of the filing date of this report, the status of affiliated companies is as follows. Relationship: Parent company; Entity name: Hanjung NCS Co., Ltd. (self); Listing status: Listed; Location: Korea; Corporate registration number: 170111-0090291 Relationship: Affiliate; Entity name: HANJUNG AMERICA CO. (Indiana); Equity ratio: 100%; Listing status: Unlisted; Location: United States; Corporate registration number: 33-4436886 Relationship: Affiliate; Entity name: HANJUNG AMERICA Co., Ltd.; Equity ratio: 100%; Listing status: Unlisted; Location: United States; Corporate registration number: 800777396 Relationship: Affiliate; Entity name: JIANGSU HANJUNGNCS. Co., Ltd.; Equity ratio: 100%; Listing status: Unlisted; Location: China; Corporate registration number: 91320581MA1N8F3J90 Relationship: Affiliate; Entity name: CHANGSHU HANJUNG TRADING Co., Ltd.; Equity ratio: 100%; Listing status: Unlisted; Location: China; Corporate registration number: 91320581MACMCY939F Relationship: Affiliate; Entity name: HDC Co., Ltd.; Equity ratio: 100%; Listing status: Unlisted; Location: Korea; Corporate registration number: 170111-0878936 Relationship: Affiliate; Entity name: HJ Future Co., Ltd.; Equity ratio: 51%; Listing status: Unlisted; Location: Korea; Corporate registration number: 174711-0061858

(9) Other matters necessary for investor protection ① Material litigation: Not applicable as of the filing date of this report. ② Other contingent liabilities, etc. 1) Assets provided as collateral: Not applicable as of the filing date of this report. 2) Details of guarantees received from others: Not applicable as of the filing date of this report. ③ Sanctions status: Not applicable as of the filing date of this report.