What happened
Material Event Report (Merger Decision) 6.2 Hanjung NCS Co., Ltd. Amendment Report (Correction) July 30, 2026 1. Disclosure document being amended: Material event report (merger decision) 2. Original filing date of the disclosure document being amended: July 29, 2026 3. Amendment details Item: 10. Merger schedule - period for receiving notices of objection to the merger, start date; reason for amendment: schedule change; before amendment: August 14, 2026; after amendment: August 13, 2026 Item: 18. Other matters material to investment decisions [Detailed statement of key merger matters] 1. Merger overview (7) Progress and schedule, 1) Key schedule - period for receiving notices of objection to the merger, start date; before amendment: August 14, 2026 (Fri); after amendment: August 13, 2026 (Thu)
Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange July 30, 2026 Company name: Hanjung NCS Co., Ltd. CEO: Kim Hwan-sik, Kim Sang-gyun Head office address: 379 Yeongcheonsandan-ro, Yeongcheon-si, Gyeongbuk State (Chaesin-dong) (Phone) 054-337-5050 (Website) http://www.hjncs.com Preparer: (Title) Executive Director (Name) Heo Cheok (Phone) 054-337-5050
Merger Decision
1. Method of merger: Hanjung NCS Co., Ltd. will absorb-merge HDC Co., Ltd. - Surviving company: Hanjung NCS Co., Ltd. - Merged (dissolving) company: HDC Co., Ltd. - Merger type: small-scale merger 2. Purpose of merger: to vertically integrate key components of the ESS cooling system, eliminate internal transactions, reduce redundant administrative costs, and integrate production, inventory and cost systems, thereby improving management efficiency and strengthening business competitiveness, through the absorption of a wholly owned subsidiary by the surviving merging company, Hanjung NCS Co., Ltd., which holds 100% of its equity 3. Material effects and impact of the merger 1. Effects on the company's management - as of the filing date of this material event report, the company owns 100% of the shares issued by HDC Co., Ltd., and this merger will proceed as a small-scale, no-new-share merger in which no new shares are issued and no other merger consideration is delivered. Accordingly, there will be no effect on the company's control or its largest shareholder after completion of this merger. 2. Effects 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 the consolidated financial position; the merger is expected to have a positive impact on finances and operations through the vertical integration of key ESS cooling-system components and the elimination of redundant costs. 4. Merger ratio: Hanjung NCS Co., Ltd. : HDC Co., Ltd. = 1.0000000 : 0.0000000 - In the case of a merger involving the dissolution of a special-purpose acquisition company: the multiple of the closing price on the special-purpose acquisition company's last trading day to the reference price on the listing day of the merger's new shares - not applicable 5. Basis for calculating the merger ratio: the merging company owns 100% of the shares of the merged company, HDC Co., Ltd., and no new shares will be issued for the merged company's shares in the merger; accordingly, the merger ratio was calculated as 1.0000000 : 0.0000000 - Corporate value: surviving company -; dissolving company - 6. Matters related to the external valuation: whether an external valuation was conducted: Not applicable - Basis and reason: 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, where a company owning the total shares issued by another company merges with that other company without issuing new shares, an external valuation institution's opinion on the appropriateness of the merger value is not required; since this merger falls under that provision, no external valuation institution's opinion was obtained. Name of the external valuation institution -; external valuation period -; external valuation opinion - 7. Type and number of new shares to be issued in the merger: common shares -; class shares - 8. Merger counterparty: company name HDC Co., Ltd.; main business ESS cooling system components (heat exchangers, etc.); relationship to the company: subsidiary; financial information for the most recent fiscal year (KRW): total assets 9,425,008,197; paid-in capital 2,000,000,000; total liabilities 11,868,383,691; revenue 16,527,808,824; total equity -2,443,375,494; net income 3,799,805,877; whether externally audited: institution name -; audit opinion -; in the case of a merger involving the dissolution of a special-purpose acquisition company: representative -; date of establishment -; head office address -; expected securities registration statement filing date - 9. Newly established merger company: company name -; financial information at establishment (KRW): total assets -; total liabilities -; total equity -; paid-in capital -; revenue of the newly established business segment for the most recent fiscal year, as currently constituted (KRW) -; main business -; whether an application for re-listing will be made: not applicable 10. Merger schedule: merger agreement date July 30, 2026; shareholder record date August 13, 2026; shareholder register closure period: start -; end -; period for receiving notices of objection to the merger: start August 13, 2026; end August 27, 2026; expected shareholders' meeting date -; appraisal rights exercise period: start -; end -; old share-certificate submission period: start -; end -; expected trading suspension period: start -; end -; creditor objection period: start August 29, 2026; end September 29, 2026; merger effective date September 30, 2026; closing report meeting date September 30, 2026; expected merger registration date October 1, 2026; 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 the other company meets the backdoor-listing requirements: Not applicable 13. Matters related to appraisal rights Exercise requirements: as this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, the company's shareholders are not granted appraisal rights / Expected purchase price -; exercise procedure, method, period and location -; expected payment timing and method -; matters related to restrictions on appraisal rights -; effect on the agreement - 14. Board resolution date (decision date): July 29, 2026 - Attendance of independent (outside) directors*: present 2, absent 1 - Attendance of auditor (audit committee member who is not an independent (outside) director*): 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 - If exempted from filing, the reason: this merger proceeds as a no-new-share merger in which no merger new shares are issued, so there is no offering or sale of securities in the merger process requiring the filing of a securities registration statement * "Independent director" applies to listed companies and "outside director" to unlisted companies 17. Future plans for corporate restructuring: as of the filing date of this report, Hanjung NCS Co., Ltd. has no finalized matters regarding corporate restructuring currently being pursued or planned after completion of this merger. 18. Other matters material to investment decisions 1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, the company's shareholders are not granted appraisal rights, and shareholders' meeting approval of the merger is replaced by board approval. Provided that, if a shareholder holding 20% or more of the company's total shares issued notifies the company in writing of its objection to the merger within 2 weeks from the date of public notice of the small-scale merger, this merger cannot proceed as a small-scale merger. 2) As this merger is exempted from external valuation institution review pursuant to 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 above "5. Basis for calculating the merger ratio - Corporate value" entry has been omitted. 3) The "8. Merger counterparty - financial information for the most recent fiscal year" above is based on financial statements as of the end of 2025. 4) The above "10. Merger schedule" is the expected schedule as of the filing date of this report, and may change due to circumstances such as permits and approvals under relevant law and consultation with relevant institutions. 5) The "10. Merger schedule - closing report meeting date" above will be replaced by a board resolution and public notice procedure pursuant to Article 526, Paragraph 3 of the Commercial Act. ※ Related disclosures: not applicable.
[Detailed Statement of Key Merger Matters] 1. Merger overview (a) Basic matters concerning the merger (1) Merger counterparty Surviving company after merger: name Hanjung NCS Co., Ltd.; location 379 Yeongcheonsandan-ro, Yeongcheon-si, Gyeongbuk State (Chaesin-dong); CEO Kim Hwan-sik, Kim Sang-gyun (co-representatives); listing status: KOSDAQ-listed company Dissolving company after merger: name HDC Co., Ltd.; location 285 Yeongcheonsandan-ro, Geumho-eup, Yeongcheon-si, Gyeongbuk State; CEO Kim Sang-gyun, Kang Oe-seo (joint representatives); listing status: unlisted company (2) Background of the merger: this merger is intended to vertically integrate key components of the ESS cooling system between Hanjung NCS Co., Ltd. and HDC Co., Ltd., eliminate internal transactions, reduce redundant administrative costs, and integrate production, inventory and cost systems, thereby improving management efficiency and strengthening business competitiveness. (3) Material effects and impact 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. after completion of this merger. Through this merger, the efficient combination of human and physical resources is expected to increase management efficiency, which is expected to positively affect the company's performance and financial structure. (4) Future plans for corporate restructuring, etc.: as of the filing date of this report, Hanjung NCS Co., Ltd. has no finalized matters regarding corporate restructuring currently being pursued or planned after completion of the merger. (5) Overview of the counterparty company: please refer to "2. Matters Related to the Merger Counterparty Company" below. (6) Form of the merger 1) Method of merger: the merging company, Hanjung NCS Co., Ltd., will absorb-merge the merged company, HDC Co., Ltd.; Hanjung NCS Co., Ltd. will survive and HDC Co., Ltd. will be dissolved. 2) Whether this is a small-scale or simplified merger, and the basis: as the merged company, HDC Co., Ltd., is a 100% subsidiary of the merging company, Hanjung NCS Co., Ltd., this merger proceeds as a no-new-share merger in which no merger new shares are issued. It therefore constitutes a small-scale merger under Article 527-3 of the Commercial Act, and approval of the merger is replaced by board approval. 3) Notable matters regarding the method of merger: although this merger proceeds as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total shares issued by the surviving company, Hanjung NCS Co., Ltd., notifies the company in writing of its objection to the merger within 2 weeks from the merger public notice 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, the merging company's shareholders are not granted appraisal rights. (7) Progress and schedule 1) Key schedule Board resolution date for the merger decision: July 29, 2026 (Wed) Material event report filing date: July 29, 2026 (Wed) Public notice of shareholder record date: July 29, 2026 (Wed) Merger agreement date: July 30, 2026 (Thu) Shareholder record date (*1): August 13, 2026 (Thu) Small-scale merger public notice: August 13, 2026 (Thu) Period for receiving notices of objection to the merger: start August 13, 2026 (Thu); end August 27, 2026 (Thu) Board resolution date approving the merger (*2): August 28, 2026 (Fri) Public notice for creditor objections: August 28, 2026 (Fri) Creditor objection period: start August 29, 2026 (Sat); end September 29, 2026 (Tue) Merger effective date: September 30, 2026 (Wed) Board resolution date for the merger closing report (*3): September 30, 2026 (Wed) Public notice of the merger closing report: September 30, 2026 (Wed) Expected merger registration date: October 1, 2026 (Thu) (*1) The record date for determining the rights-holding shareholders for the purpose of expressing objection to the merging company's small-scale merger. (*2) As the merging company, Hanjung NCS Co., Ltd., qualifies for a small-scale merger, the shareholders' meeting for approving the merger is replaced by a board resolution. (*3) The merger closing report meeting will be replaced by a public notice procedure following a board resolution, pursuant to 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 party companies, permits and approvals under relevant law, and the process of consultation with relevant institutions. 2) Whether a securities registration statement must be filed: whether subject to filing: Not applicable; reason if 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 shares issued by the dissolving company, HDC Co., Ltd., this merger proceeds as a no-new-share merger with a merger ratio of 1:0, in which no merger new shares are issued. (2) Whether an external valuation 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, where a company owning the total shares issued by another company merges with that other company without issuing new shares, an external valuation institution's opinion on the appropriateness of the merger value is not required; since this merger falls under that provision, no external valuation institution's opinion was obtained pursuant to that provision. (c) Investment risk factors related to the merger (1) Investment risk factors related to the merger * Termination conditions in the merger agreement Article 14 [Effectiveness of the Agreement]: this agreement takes effect immediately upon execution. Provided that this agreement shall lose 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 the requirements for approval, authorization, etc. from relevant institutions under applicable law relating to the merger. Article 15 [Amendment of the Agreement]: if, between the date of execution of this agreement and the date of merger registration, a material change occurs in the property or management condition of the surviving company or the dissolving company due to a natural disaster or other cause, the surviving company and the dissolving company may consult and amend the merger terms or terminate this agreement. (2) Matters concerning future plans to pursue listing of merger new shares, or possibility of delisting, etc.: as Hanjung NCS Co., Ltd. owns 100% of the shares issued by HDC Co., Ltd., this is a no-new-share merger in which no merger new shares are issued, so this 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 relevant securities if the merger is completed: since the merged company, HDC Co., Ltd., was already a consolidated subsidiary before the merger, this merger will not have a significant effect on Hanjung NCS Co., Ltd.'s consolidated revenue or profit and loss; accordingly, it is determined that there are no risk factors to consider when investing in the securities. (4) Matters concerning options or similar contracts entered into with the merger counterparty or a third party: not applicable. (d) Matters related to appraisal rights: as Hanjung NCS Co., Ltd.'s merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, the shareholders of the merging company, Hanjung NCS Co., Ltd., are not granted appraisal rights. In addition, as the merged company, HDC Co., Ltd., is a 100% subsidiary of the merging company, Hanjung NCS Co., Ltd., no appraisal rights arise. Provided that, pursuant to Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the company's total shares issued notifies the company in writing of its objection 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; ownership ratio: 100.00% (2) Interlocking officers: Kim Sang-gyun: in-house director (co-representative director) at Hanjung NCS Co., Ltd.; in-house director (joint representative director) at HDC Co., Ltd. (3) Where the major shareholder of one party is a related party of the other party: as of the filing date of this report, the merging company, Hanjung NCS Co., Ltd., is the largest shareholder of the merged company, HDC Co., Ltd., owning 100% of its shares; accordingly, the major shareholder and related parties of one party are related parties of the other party. (4) Sales and purchase transactions and related receivables/payables between the parties: not applicable. (5) Debt guarantees and collateral provided: not applicable. (f) Transactions with the major shareholder of the parties to the merger: not applicable. (g) Other matters necessary for investor protection (1) Status of the major shareholder's equity, etc. 1) Changes in the major shareholder's equity before and after the merger: as this merger is a no-new-share merger in which no merger new shares are issued, there is no change in the major shareholder's equity before and after the merger. 2) Where there is a prior agreement between the major shareholders before and after the merger regarding a future transfer of equity by the major shareholder of the surviving company: not applicable. 3) Restrictions on the sale of the major shareholder's equity after the merger, and basis: not applicable. (2) Changes in the company's capital after the merger: as this merger is a no-new-share merger, there will be no change in Hanjung NCS Co., Ltd.'s total shares issued or paid-in capital after the merger. (3) Management policy and officer composition, etc. after the merger: as of the filing date of this report, there is no plan to change the surviving company's major management policy or method of composing its officers after this merger is completed. (4) Business plans, etc.: the company expects that this merger will enhance corporate value through strengthened competitiveness and growth in scale from the integration of business capabilities. If this merger is completed, there is no plan to change or discontinue the business that HDC Co., Ltd. conducted before the merger. 2. Matters Related to the Merger Counterparty Company (1) Company overview: company name HDC Co., Ltd.; representatives Kim Sang-gyun, Kang Oe-seo (joint representatives); head office address 285 Yeongcheonsandan-ro, Geumho-eup, Yeongcheon-si, Gyeongbuk State; industry manufacturing; fiscal year-end month December; date of incorporation August 17, 2022; listing status of shares: unlisted company (2) Description of business: HDC Co., Ltd. was incorporated in August 2022. As of the filing date of this report, Hanjung NCS Co., Ltd. owns 100% of HDC Co., Ltd.'s equity, and HDC Co., Ltd.'s main business is the manufacture of ESS cooling-system components (heat exchangers, air/water heaters, air conditioning units, etc.). (3) Financial matters 1) Summary balance sheet for the most recent 3 years (Unit: KRW million) Item: current assets; FY4 (Dec. 31, 2025) 6,067; FY3 (Dec. 31, 2024) 4,994; FY2 (Dec. 31, 2023) 1,727 Item: non-current assets; 3,358; 11; 259 Item: total assets; 9,425; 5,005; 1,986 Item: current liabilities; 7,178; 5,655; 2,404 Item: non-current liabilities; 4,690; 5,593; 2,118 Item: total liabilities; 11,868; 11,248; 4,522 Item: total equity; -2,443; -6,243; -2,535 2) Summary income statement for the most recent 3 years (Unit: KRW million) Item: revenue; FY4 (Dec. 31, 2025) 16,528; FY3 (Dec. 31, 2024) 21,578; FY2 (Dec. 31, 2023) 1,514 Item: selling, general and administrative expenses; 2,096; 2,052; 2,687 Item: operating income; 784; -3,015; -3,638 Item: non-operating income; 878; 134; 7 Item: non-operating expenses; 293; 827; 644 Item: net income; 3,800; -3,708; -4,276 (4) External auditor's audit opinion: not applicable. (5) Board and other corporate bodies: as of the filing date of this report, HDC Co., Ltd.'s board of directors consists of 3 directors. It has no committees within the board. (6) Shareholders: as of the filing date of this report, HDC Co., Ltd.'s shareholders are as follows. Shareholder name: Hanjung NCS Co., Ltd.; shares held: 4,000,000 shares; ownership ratio: 100.00% (7) Officers and employees: as of the filing date of this report, HDC Co., Ltd. has 43 officers and employees, including 3 in-house directors. (8) Affiliated companies, etc.: as of the filing date of this report, the affiliated companies are as follows. Parent company: Hanjung NCS Co., Ltd. (self); listed; Korea; corporate registration number 170111-0090291 Affiliate: HANJUNG AMERICA CO. (Indiana); ownership 100%; unlisted; USA; registration number 33-4436886 Affiliate: HANJUNG AMERICA Co., Ltd.; ownership 100%; unlisted; USA; registration number 800777396 Affiliate: JIANGSU HANJUNGNCS. Co., Ltd.; ownership 100%; unlisted; China; registration number 91320581MA1N8F3J90 Affiliate: CHANGSHU HANJUNG TRADING Co., Ltd.; ownership 100%; unlisted; China; registration number 91320581MACMCY939F Affiliate: HDC Co., Ltd.; ownership 100%; unlisted; Korea; registration number 170111-0878936 Affiliate: HJ Future Co., Ltd.; ownership 51%; unlisted; Korea; 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 payment 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.
| Filed | 2026-07-30, [Amended] Material event report (merger) |
|---|---|
| Source | DART rcept 20260730000178 → open original filing |
Versions of this filing
- 2026-07-29Original
- 2026-07-30Amendment 1 (this page)
Source: DART. Information only, not investment advice.
