Green Resource

402490 · KOSDAQ · Information Technology · SMALL CAP

Rights offering (paid-in capital increase) decision (subsidiary)

Green Resource Co., Ltd.'s 76.08%-owned subsidiary, CEK Co., Ltd., decided on July 30, 2026 to issue 5,017 redeemable convertible preferred shares via third-party allotment to QD Semiconductor No.10 Private Investment Partnership at US$1.4K per share, raising US$7.04M for facility funds, equal to 14.93% of Green Resource's consolidated equity.

Capital raise(Rights offering (paid-in capital increase) decision (subsidiary))· FILED 2026-07-30· RCEPT 20260730900189

What happened

Green Resource / Rights Offering Decision (Material Management Matter of a Subsidiary) / (2026.07.30) Rights Offering Decision (Material Management Matter of a Subsidiary) Rights Offering Decision (Material Management Matter of a Subsidiary): Report of a Material Management Matter of the Subsidiary CEK Co., Ltd.

1. Type and number of new shares: Common stock (shares) -; Class shares (shares) 5,017 2. Par value per share (KRW): 5,000 3. Total shares issued before the capital increase: Common stock (shares) 25,082; Class shares (shares) - 4. Purpose of fundraising: Facility funds (KRW) 10,001,193,837; Business acquisition funds -; Working capital -; Debt repayment funds -; Funds to acquire securities of another company -; Other funds - 5. Method of capital increase: Third-party allotment

[In the case of third-party allotment] 6. New share issue price: Common stock (KRW) -; Class shares (KRW) 1,993,461 7. Discount or premium rate to the benchmark price (%): - 8. Basis in the articles of incorporation for the third-party allotment: Article 10 of the Articles of Incorporation (Preemptive Rights) 9. Payment date: 2026-07-31 10. Dividend accrual start date of new shares: 2026-01-01 11. Scheduled new share certificate delivery date: 2026-08-03 12. Matters concerning in-kind contribution - Whether there is an in-kind contribution: Not applicable - Whether the in-kind contribution property includes shares of an unlisted company: Not applicable - Value of shares to be contributed in kind: in-kind contribution value (KRW) -; ratio to the company's total assets at the end of the most recent fiscal year (%) -; number of shares to be contributed - 13. Board resolution date (decision date): 2026-07-30; Outside directors present: -; absent: -; Attendance of auditor (audit committee member who is not an outside director): absent 14. Subject to securities registration statement filing: No 15. Reason for exemption from filing: The issuing company is an unlisted company, and under the Financial Investment Services and Capital Markets Act and its Enforcement Decree, this does not constitute a public offering or sale of securities. 16. Subject to Fair Trade Commission reporting: No 17. Other matters for investment reference - This disclosure concerns the decision by CEK Co., Ltd., a subsidiary in which Green Resource Co., Ltd. holds a 76.08% stake, to issue redeemable convertible preferred shares for cash; it is disclosed because the capital raised through this new share issuance, KRW 10,001,193,837 (5,017 shares x KRW 1,993,461), equals 14.93% of the company's disclosure-threshold consolidated equity of KRW 66,991,207,460. The disclosure-threshold consolidated equity reflects the equity at the end of the most recent fiscal year adjusted for changes in capital stock and capital surplus since the fiscal year-end. - The payment date in item 9 above may change due to consultation with relevant authorities and the underwriter and other circumstances. - The board resolution date (decision date) in item 13 above is the board resolution date of the subsidiary, CEK Co., Ltd. As of the filing date, it is an unlisted company and has not appointed outside directors. - The subsidiary's total assets (KRW) and the parent company's consolidated total assets (KRW) below are as of the end of 2025. - IPO clause: Article 11 (IPO Obligation) of the Redeemable Convertible Preferred Stock Investment Agreement (1) The issuing company and the largest shareholder shall cause the issuing company's shares to be listed ("IPO") on the KOSPI or KOSDAQ market operated by the Korea Exchange (or a foreign securities market agreed between the issuing company and the investor) within 3 years from the closing date under this agreement (the "IPO deadline"); provided that the IPO deadline may be extended by agreement of the parties for up to two one-year extensions. (2) Upon the issuing company's IPO, the issuing company shall, to the extent permitted by applicable law or listing authorities, give priority in the secondary offering to shares acquired by the investor (including shares converted into common stock through conversion of these new shares); provided that if the issuing company pursues a backdoor listing (SPAC merger) by merging with an unlisted company after the IPO, application of this clause shall be separately discussed. (3) If an IPO is reasonably determined to be feasible, the parties shall mutually consult and proceed with the necessary IPO procedures.

- Matters concerning conversion price adjustment: Article 8 (Conversion) of the Redeemable Convertible Preferred Stock Investment Agreement (3) The conversion ratio and conversion price adjustment of these class shares shall be governed by the following: 1. The conversion ratio of these class shares into common stock is the number determined by dividing the issue price per share of these class shares by the conversion price in effect at the time of conversion; the initial conversion ratio is 1 common share per 1 class share. The initial conversion price for the common stock to be issued upon conversion of these class shares is KRW 1,993,461, the issue price per share of these class shares. 2. If the issuing company conducts a rights offering at an issue price below the conversion price of these class shares (meaning, if adjusted under this paragraph, the conversion price as adjusted; and in this item, referring to the conversion price or exercise price where common stock is issued upon a conversion request for convertible bonds, convertible preferred stock, redeemable convertible preferred stock, or bonds with warrants, or upon exercise of warrants), or issues warrants or equity-linked securities with attached warrants or conversion rights, the conversion price shall be adjusted to that lower issue price per share. The conversion price adjustment date for this reason shall be the issuance date of the relevant shares, etc. 3. If, before a conversion request, there is a merger, division or spin-off merger, stock split or consolidation, capital reduction, or transfer of the entire business, the conversion price shall be adjusted to a conversion price that would allow conversion into the number of shares the preferred shareholder could have held had the conversion right been exercised and fully converted into common stock immediately before the adjustment event. The conversion price adjustment date for this reason shall be the effective date of the merger, division or spin-off merger, stock split or consolidation, capital reduction, or business transfer. 4. If, before a conversion request, the issuing company issues shares through a bonus issue or stock dividend, the conversion price shall be adjusted as follows. The conversion price adjustment date for this reason shall be the record date of the bonus issue or stock dividend. Adjusted conversion price = conversion price before adjustment x total shares issued before / (total shares issued before + total new shares issued through the bonus issue or stock dividend) 5. If the issuing company has no sales performance in the new semiconductor business it is pursuing within 1 year from the closing date, the conversion price of these class shares (meaning, if a conversion price adjustment under items 1-4 of this paragraph occurred before this event, the conversion price as so adjusted) shall be adjusted to 70% of that price; provided that delays due to force majeure such as war, epidemic, or natural disaster not attributable to the issuing company are excepted. 6. If the issuing company's full-year 2028 EBITDA (the "benchmark performance") is less than KRW 10 billion, the conversion price of these class shares (meaning, if a conversion price adjustment under items 1-4 of this paragraph occurred before this event, the conversion price as so adjusted) shall be adjusted as follows; provided that the adjusted conversion price shall have a floor of KRW 1,395,423 per share (the per-share issue price of these class shares corresponding to 70% of the issuing company's pre-money valuation of KRW 50 billion), and this item does not apply if a conversion price adjustment under item 5 of this paragraph has occurred. However, if the issuing company attracts new investment with a pre-money valuation of KRW 70 billion or more for that follow-on investment, the issuing company and the holders of these class shares may consult on the specific application of the conversion price adjustment under this item, taking into account the terms of that follow-on investment. Adjusted conversion price = conversion price before adjustment x benchmark performance / KRW 10 billion 7. The issuing company shall notify the investor of the per-share indicative public offering price band to be stated in its IPO preliminary listing examination application no later than 5 business days before submitting that application; if 70% of the lower end of that indicative price band is below the conversion price of these class shares (meaning, if a conversion price adjustment under items 1-4 of this paragraph occurred before this event, the conversion price as so adjusted), the conversion price shall be adjusted to 70% of the lower end of the indicative public offering price band.

- Simultaneously with payment for this new share issuance, the parent company Green Resource Co., Ltd.'s 76.08% stake in the subsidiary CEK Co., Ltd. will be pledged to the third-party allottee, QD Semiconductor No.10 Private Investment Partnership. - Please refer to Green Resource Co., Ltd.'s concurrent disclosure, "Decision to Provide Collateral to a Third Party."

Related disclosures: -

[Basis and purpose of the third-party allotment] Basis in the articles of incorporation for third-party allotment: Article 10 of the Articles of Incorporation (Preemptive Rights) (1) Shareholders have the right to be allotted new shares in proportion to the number of shares they hold. (2) Notwithstanding paragraph (1), the company may, by board resolution, allot new shares to persons other than shareholders in any of the following cases: 1. Where new shares are issued through a general public offering within 20% of total shares issued under Article 165-6 of the Financial Investment Services and Capital Markets Act 2. Where new shares are issued upon exercise of stock purchase options under Article 340-4 of the Commercial Act 3. Where shares within 20% of the total shares to be issued are preferentially allotted to employee stock ownership association members 4. Where new shares are issued upon exercise of employee stock purchase options under Article 39 of the Framework Act on Worker Welfare 5. Where new shares, within 20% of total shares issued, are issued to domestic or foreign financial institutions, institutional investors, or individuals for urgent fundraising 6. Where new shares, within 20% of total shares issued, are issued to a counterparty for a business-critical technology introduction, R&D, production, sales, or capital alliance 7. Where new shares, within 20% of total shares issued, are issued for foreign investment under the Foreign Investment Promotion Act as needed for management purposes 8. Where new shares are offered or underwritten by an underwriter for listing on the KOSPI or KOSDAQ market 9. Where new shares are issued pursuant to Article 10-2 of the Regulation on Securities Underwriting Business, etc. Purpose of the third-party allotment: for management necessity.

[Selection process, transaction history, and allotment details by third-party allottee] Allottee: QD Semiconductor No.10 Private Investment Partnership; Relationship to the company or largest shareholder: limited partner; Selection process: the investor was selected by the board after comprehensively reviewing payment capacity, payment timing, and feasibility of fundraising to achieve the company's management objectives; Transactions/plans within 6 months before or after the capital increase decision: -; Shares allotted: 5,017; Note: The parent company, Green Resource Co., Ltd., is a limited partner holding a 28.30% stake in the third-party allottee, QD Semiconductor No.10 Private Investment Partnership, but has comprehensively and irrevocably delegated its voting rights to the managing partner.

[Specific use of funds raised via third-party allotment - facility funds] (unit: KRW) Details: Facility funds; Investment period 2026-2027; Investment amount 10,001,193,837

[Matters concerning the subsidiary] Subsidiary name: CEK Co., Ltd. (English: CEK CO., LTD); Representatives: Lee Cheol-woo, Kim Gi-o; Main business: processing of precision ceramic parts for semiconductors and displays; Qualifies as a major subsidiary: Not applicable Subsidiary's total assets (KRW): 12,741,251,100 Parent company's consolidated total assets (KRW): 147,237,264,962 Ratio to parent company's consolidated total assets (%): 8.65

Filed2026-07-30, Rights offering (paid-in capital increase) decision (subsidiary)
SourceDART rcept 20260730900189 → 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 2026-07-30 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).