Genesystem

363250 · KOSDAQ · Health Care · SMALL CAP

Material event report (equity acquisition)

Genesystem decided to acquire all 15,000 outstanding shares (100%) of Gyeongbo Electric Co., Ltd. from Kim Jae-jung and 4 others for US$7.39M in cash, payable on 2026.07.30, as part of a business-diversification plan under which Genesystem will later absorb-merge Gyeongbo Electric in a small-scale merger.

M&A(Material event report (equity acquisition))· FILED 2026-07-30· RCEPT 20260730000378

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-07-31) →

What happened

Decision to Acquire Shares and Equity Securities of Another Company 6.1 Genesystem Co., Ltd. Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange July 30, 2027 (as stated in the filing) Company name: Genesystem Co., Ltd. CEO: Seo Yu-jin, Park Seong-yeong Head office address: 200-9 Techno 2-ro, Yuseong-gu, Daejeon (Yongsan-dong) (Phone) 042-863-8551 (Website) http://http://www.genesystem.co.kr (as stated in the filing) Preparer: (Title) Director (Name) Kang Hyeon-su (Phone) 042-863-8551

Decision to Acquire Shares and Equity Securities of Another Company

1. Issuer: company name Gyeongbo Electric Co., Ltd.; nationality Republic of Korea; representative Kim Jae-jung; paid-in capital (KRW) 150,000,000; relationship to the company -; total shares issued (shares) 15,000; main business manufacture and sale of switchgear instrumentation, protective relays and instrument transformers (CT/PT); whether new shares were acquired through a third-party allotment within the last 6 months: No 2. Acquisition details: shares acquired (shares) 15,000; acquisition amount (KRW) (A) 10,500,000,000; total assets (KRW) (B) 14,395,506,156; A/B (%) 72.94; equity capital (KRW) (C) 14,056,677,836; A/C (%) 74.70 3. Shares held and ownership ratio after acquisition: shares held 15,000; ownership ratio 100% 4. Purpose of acquisition: Business diversification and securing future growth engines 5. Expected acquisition date: 2026.07.30 6. Counterparty: company name (individual name) Kim Jae-jung and 4 others; paid-in capital (KRW) -; main business -; head office address -; relationship to the company - 7. Payment of the transaction price: 1) Payment method: cash payment 2) Payment timing: down payment and balance: July 30, 2026 3) Source of funds: funds on hand 8. Matters related to the external valuation: whether an external valuation was conducted: Yes - Basis and reason: 1) Basis: for use as an attachment to the material event report filed with the Financial Services Commission pursuant to Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its enforcement decree 2) Reason: to provide reference material for determining the appropriateness of the transfer price in acquiring the issuer's shares, and to be used as an attachment to the material event report filed by the company pursuant to the Financial Investment Services and Capital Markets Act Name of the external valuation institution: Changcheon Accounting Corporation External valuation period: 2026.06.16 to 2026.07.30 External valuation opinion: based on this firm's analysis, the equity value of the assets to be acquired, as of the valuation reference date, was estimated to be in the range of KRW 9,858 million to KRW 11,399 million, and no grounds were found to conclude, from a materiality standpoint, that the actual expected acquisition price of KRW 10,500 million for the target assets to be acquired by the company is inappropriate. 9. Board resolution date (decision date): 2026.07.30 - Attendance of independent (outside) directors*: present 1, absent 0 - Attendance of auditor (audit committee member who is not an independent (outside) director*): present 10. Whether this constitutes a backdoor listing: not applicable - plans for a third-party-allotted capital increase, etc. within the next 6 months: Yes 11. Whether the issuer (the other company) meets the backdoor-listing requirements: not applicable 12. Whether subject to Fair Trade Commission reporting: Not applicable 13. Whether a put option or similar contract has been entered into: No - contract details: - 14. Future plans for corporate restructuring: The company plans a small-scale merger with the acquired company. Any related developments will be disclosed in the future. - Method of merger: Genesystem Co., Ltd. will absorb-merge Gyeongbo Electric Co., Ltd. - Purpose of merger: by having the surviving company Genesystem Co., Ltd. absorb-merge the merged company Gyeongbo Electric Co., Ltd., the company intends to integrate business capabilities, improve management efficiency, and secure mid- to long-term growth engines. 15. Other matters material to investment decisions 1) The issuer's total shares issued are as of the filing date. 2) In the acquisition details above, the company's total assets are based on the consolidated financial statements as of the end of the most recent fiscal year (2025), and equity capital is the equity capital per the consolidated financial statements as of the end of the most recent fiscal year (2025), adjusted for changes in paid-in capital and capital surplus up to the disclosure date. 3) The above expected acquisition date is the closing date, on the premise that all conditions precedent to closing are satisfied, being the point at which the acquirer completes payment of the balance to the transferor. 4) Counterparty Kim Jae-jung is the largest shareholder of the issuer, Gyeongbo Electric Co., Ltd. 5) For details of the target company being acquired, please refer to the external valuation institution's opinion. 6) The above answer regarding backdoor listing is not applicable, but the company has plans for a third-party allotment, etc. (shares, new share warrants, convertible bonds, bonds with warrants) within the next 6 months. The expected issuance date, allottees, etc. are not yet determined. 7) The above acquisition schedule and payment details, etc. may change through consultation with the counterparty.

[Summary Financial Position of the Issuer] (Unit: KRW million) Current year: total assets 18,139; total liabilities 3,563; total equity 14,577; paid-in capital 150; revenue 23,971; net income 384; audit opinion unqualified; external auditor Samduk Accounting Corporation Prior year: total assets 18,630; total liabilities 3,437; total equity 15,193; paid-in capital 150; revenue 25,482; net income 1,451; audit opinion unqualified; external auditor Samduk Accounting Corporation Year before that: total assets 18,807; total liabilities 4,065; total equity 14,743; paid-in capital 150; revenue 28,374; net income 1,240; audit opinion unqualified; external auditor Samduk Accounting Corporation ※ The issuer's financial information is based on general corporate accounting standard financial statements for the current year (2025), prior year (2024) and the year before that (2023).

[Matters Related to the Counterparty] 1. Personal details - basic information Names (masked): Kim XX, Seo XX, Seo XX, Seo XX, Yu XX; nationality: Republic of Korea, Republic of Korea, Republic of Korea, Republic of Korea, New Zealand; address (city/county/district level only): Sapyeong-daero, Seocho-gu, Seoul; Hakdong-ro, Gangnam-gu, Seoul; Simgok-ro, Sujeong-gu, Seongnam-si, Gyeonggi; Simgok-ro, Sujeong-gu, Seongnam-si, Gyeonggi; Castor Bay, Auckland, New Zealand; occupation (business details): executive, etc. - Status of the largest shareholder/representative director/representative executive officer and financial position, etc. (if the counterparty is a corporation) Classification: largest shareholder -; name -; shares -; ownership ratio (%) -; representative director -; name -; (Unit: KRW) most recent fiscal year -; fiscal year end -; total assets -; paid-in capital -; total liabilities -; revenue -; total equity -; net income -; external auditor -; business suspension: -; audit opinion -; business closure: - 2. Relationship with the issuer or its largest shareholder/officers - Relationship between the issuer and the counterparty: - - Relationship between the issuer's largest shareholder/officers and the counterparty: name -; relationship to the counterparty - 3. Transaction history over the last 3 years (excluding routine transactions) Current year: none; prior year: none; year before that: none

Filed2026-07-30, Material event report (equity acquisition)
SourceDART rcept 20260730000378 → open original filing

Versions of this filing

  1. 2026-07-30Original (this page)
  2. 2026-07-31Amendment 1

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 2026-07-30 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).