[Amended] Material event report (merger)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-01) →

What happened

Material event report (merger decision) 6.2 S&K Polytec Co., Ltd.

Amendment report July 31, 2026

1. Disclosure document being amended: Material event report (merger decision) 2. Date the original disclosure document was first filed: July 13, 2026 3. Amended items

Item 1. Merger method -- Reason for amendment: Correction of a clerical error Before amendment: S&K Polytec Co., Ltd. will merge with and absorb "Seonjeon Engineering" Co., Ltd. (as stated in the filing, apparently a typo) -- Surviving company (merging entity): S&K Polytec Co., Ltd. (KOSDAQ-listed company) -- Dissolving company (merged entity): "Seonjeon Engineering" Co., Ltd. (as stated in the filing) (unlisted company) -- Note: The surviving company's trade name after the merger: S&K Polytec Co., Ltd. After amendment: S&K Polytec Co., Ltd. will merge with and absorb Sunjin Engineering Co., Ltd. -- Surviving company (merging entity): S&K Polytec Co., Ltd. (KOSDAQ-listed company) -- Dissolving company (merged entity): Sunjin Engineering Co., Ltd. (unlisted company) -- Note: The surviving company's trade name after the merger: S&K Polytec Co., Ltd.

Item 18. Other material matters for reference in investment decisions, detailed disclosure [Detailed disclosure of material matters relating to the merger] 2. Matters concerning the merger counterparty company -- Reason for amendment: Correction of a clerical error (e) Matters concerning shareholders -- Before amendment: As of the filing date of this report, the shareholding status of Sunjin Engineering Co., Ltd. is as follows (unit: shares): Shareholder: S&K Polytec Co., Ltd.; Shares held: 1,900,000; Ownership ratio (%): 100.00%; Note: - After amendment: As of the filing date of this report, the shareholding status of Sunjin Engineering Co., Ltd. is as follows (unit: shares): Shareholder: S&K Polytec Co., Ltd.; Shares held: 19,000; Ownership ratio (%): 100.00%; Note: -

[Full text of the material event report, as amended] Material event report / Matter subject to exchange reporting obligation To: Financial Services Commission / Korea Exchange July 13, 2026 Company name: S&K Polytec Co., Ltd. Representative director: Lee Min-hyeong Head office address: 69 Cheongwon Industrial Complex 1-gil, Mado-myeon, Manse-gu, Hwaseong-si, Gyeonggi-do (Phone) 031-432-8061 (Website) http://www.snkpoytec.com Person responsible for preparation: (Title) Director; (Name) Yoo Seung-hee; (Phone) 031-432-0861

Decision to merge

1. Merger method S&K Polytec Co., Ltd. will merge with and absorb Sunjin Engineering Co., Ltd. Surviving company (merging entity): S&K Polytec Co., Ltd. (KOSDAQ-listed company) Dissolving company (merged entity): Sunjin Engineering Co., Ltd. (unlisted company) Note: The surviving company's trade name after the merger: S&K Polytec Co., Ltd. Merger type: Small-scale merger

2. Purpose of the merger: Improving management efficiency

3. Material effects and impact of the merger (1) Effect on the Company's management S&K Polytec Co., Ltd. and Sunjin Engineering Co., Ltd., the parties to this merger, are affiliated companies belonging to the same business group under the Monopoly Regulation and Fair Trade Act, and Sunjin Engineering Co., Ltd. is a 100%-owned subsidiary of S&K Polytec Co., Ltd. As of the filing date of this material event report, the largest shareholder of S&K Polytec Co., Ltd. is Kang Ga-hee, holding 38.04% of total shares issued, and the largest shareholder of Sunjin Engineering Co., Ltd. is S&K Polytec Co., Ltd., holding a 100.00% stake. This merger will proceed as a no-new-shares absorption-type merger in which S&K Polytec Co., Ltd., already holding all of Sunjin Engineering Co., Ltd.'s issued shares, does not issue new merger shares; accordingly, there will be no change in S&K Polytec Co., Ltd.'s ownership structure as a result. Upon completion of the merger, Sunjin Engineering Co., Ltd. will be dissolved and cease to exist, and the surviving company, S&K Polytec Co., Ltd., will comprehensively succeed to all of Sunjin Engineering Co., Ltd.'s assets, liabilities, and other rights and obligations. (2) Effect on the Company's finances and operations This merger is an absorption of a 100%-owned subsidiary of S&K Polytec Co., Ltd.; on a consolidated basis, the effect on the consolidated entity's financial position and operating results is expected to be limited. However, the merger is expected to produce synergies such as improved organizational efficiency, unified decision-making, and reduced administrative costs through the integration and efficient allocation of management resources, strengthening business competitiveness and management efficiency. S&K Polytec Co., Ltd.'s trade name as the surviving company will remain unchanged after the merger, and the employment relationships of officers and employees of Sunjin Engineering Co., Ltd. as of the merger date, along with the related rights and obligations, will be succeeded to by S&K Polytec Co., Ltd. in accordance with applicable law.

4. Merger ratio S&K Polytec Co., Ltd. : Sunjin Engineering Co., Ltd. = 1.0000000 : 0.0000000 (For a merger involving the dissolution of a special purpose acquisition company: the multiple of the base price on the first listing day of the merger's new shares relative to the closing price on the special purpose acquisition company's last trading day): -

5. Basis for calculating the merger ratio The merging entity, S&K Polytec Co., Ltd., holds 100.00% of the total shares issued by the merged entity, Sunjin Engineering Co., Ltd., and since no new shares will be issued in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. Corporate value -- Surviving company: -; Dissolving company: -

6. Matters concerning external valuation Whether there was an external valuation: Not applicable Basis and reason: Under the proviso to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 7, Item 2, Sub-item (b) of its Enforcement Decree, where a company owning the total number of shares issued by another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price may be omitted. This merger proceeds as a no-new-shares absorption-type merger in which the surviving company, S&K Polytec Co., Ltd., owns 100% of the total shares issued by the dissolving company, Sunjin Engineering Co., Ltd., and therefore falls under the above provision; accordingly, no external valuation institution's assessment was obtained. Name of 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 Company name: Sunjin Engineering Co., Ltd. Main business: Manufacture and sale of automotive parts Relationship with the Company: Subsidiary Most recent fiscal year financial details (KRW): Total assets: 11,557,507,650; Capital: 100,000,000; Total liabilities: 6,867,981,679; Revenue: 22,524,626,588; Total equity: 4,689,525,971; Net income: 1,164,595,137 Whether externally audited: -; Institution name: -; Audit opinion: - (For a merger involving the dissolution of a special purpose acquisition company): Representative director: -; Date of incorporation: -; Head office address: -; Expected securities registration statement filing date: -

9. Newly incorporated merger company Company name: -; Financial details at incorporation (KRW): Total assets: -; Total liabilities: -; Total equity: -; Capital: - Revenue of the newly incorporated business segment for the most recent fiscal year, on a current basis (KRW): -; Main business: -; Whether a relisting application will be filed: Not applicable

10. Merger schedule Merger agreement date: July 16, 2026 Shareholder record date: July 29, 2026 Shareholder register closure period: Start date -; End date - Period for receiving notices of dissent to the merger: Start date July 30, 2026; End date August 13, 2026 Expected date of the general meeting of shareholders: - Appraisal rights exercise period: Start date -; End date - Period for submitting old share certificates: Start date -; End date - Expected trading suspension period: Start date -; End date - Period for creditors to raise objections: Start date August 19, 2026; End date September 21, 2026 Merger effective date: October 1, 2026 Date of the general meeting reporting completion of the merger: October 2, 2026 Expected merger registration date: October 6, 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 requirements for a backdoor listing: Not applicable

13. Matters concerning appraisal rights Exercise requirements: Under Article 527-3, Paragraph 5 of the Commercial Act, this merger constitutes a small-scale merger, and therefore shareholders of the merging entity, S&K Polytec Co., Ltd., are not granted appraisal rights. Expected purchase price: -; Exercise procedure, method, period, and location: -; Expected payment timing and payment method: -; Matters concerning restrictions on appraisal rights: -; Effect on the agreement: -

14. Board resolution date (decision date): July 13, 2026 Independent (outside) director* attendance: Present (number): 1; Absent (number): 0 Attendance of statutory auditor (audit committee member who is not an independent (outside) director*): Present

15. Whether a put option or similar contract was 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-shares merger without issuance of merger shares, so no event constituting a public offering or sale of securities arises in the course of this merger, and it is therefore not subject to the requirement to file a securities registration statement.

17. Future plans for corporate restructuring As of the filing date of this report, no matters concerning corporate restructuring to be pursued or planned after completion of the merger have been determined.

18. Other material matters for reference in investment decisions (a) This merger is scheduled to proceed as a small-scale merger under Article 527-3 of the Commercial Act. Accordingly, shareholders of the merging entity, S&K Polytec Co., Ltd., are not granted appraisal rights, and the general shareholders' meeting approval process for the merger will be replaced by board approval. (b) However, under Article 527-3, Paragraph 4 of the Commercial Act, if, within 2 weeks from the date of the merger announcement, a shareholder holding 20% or more of the surviving company's total shares issued gives written notice of dissent to the merger, this merger cannot proceed as a small-scale merger. (c) The most recent fiscal year financial details of the "8. Merger counterparty company" above are stated based on the financial statements as of the end of 2025. (d) The "10. Merger schedule" above is the schedule expected as of the filing date of this material event report, and may change depending on consultations between the merging parties and scheduling with relevant authorities. In addition, the general meeting reporting completion of the merger will be replaced by a board resolution and public notice under Article 526, Paragraph 3 of the Commercial Act. (e) After completion of this merger, S&K Polytec Co., Ltd. will continue as the surviving company, and no merger consideration in cash will be paid to the shareholders of the dissolving company, Sunjin Engineering Co., Ltd. In addition, this merger will not result in a change of largest shareholder.

Related disclosures: -

[Detailed disclosure of material matters relating to the merger]

1. Overview of the merger (a) Basic matters concerning the merger (1) Parties to the merger Surviving company after the merger: Trade name: S&K Polytec Co., Ltd.; Address: 69 Cheongwon Industrial Complex 1-gil, Mado-myeon, Manse-gu, Hwaseong-si, Gyeonggi-do; Representative director: Lee Min-hyeong; Listing status: KOSDAQ-listed company Dissolving company after the merger: Trade name: Sunjin Engineering Co., Ltd.; Address: 1598-1 Sicheong-ro, Jeongnam-myeon, Hyohaeng-gu, Hwaseong-si, Gyeonggi-do; Representative director: Hwang Seung-jae; Listing status: Unlisted company

(2) Material effects and impact on the Company's management, finances, operations, etc. S&K Polytec Co., Ltd. owns a 100.00% equity interest in Sunjin Engineering Co., Ltd.; upon completion of this merger, S&K Polytec Co., Ltd. will continue as the surviving company and Sunjin Engineering Co., Ltd. will be dissolved. This merger will proceed as a no-new-shares merger without issuance of merger shares, and the merger ratio was calculated as 1 : 0. Accordingly, no merger consideration in cash or merger shares will arise, and this merger will not result in a change of largest shareholder. As this merger is with a 100%-owned subsidiary, the effect on consolidated finances and operations is judged to be limited. However, positive effects such as efficient use of management resources and improved administrative efficiency through the merger are expected.

(3) Plans, etc. for future corporate restructuring As of the filing date of this material event report, the Company has no corporate restructuring matters being pursued or planned other than this merger.

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

(5) Form of the merger, etc. This merger will proceed as an absorption-type merger in which S&K Polytec Co., Ltd. merges with and absorbs Sunjin Engineering Co., Ltd., in which it owns a 100.00% equity interest; S&K Polytec Co., Ltd. will continue as the surviving company and Sunjin Engineering Co., Ltd. will be dissolved. This merger is a no-new-shares merger involving no issuance of merger shares, constituting a small-scale merger under Article 527-3 of the Commercial Act, and approval of the merger will be replaced by board approval. The surviving company, S&K Polytec Co., Ltd., is a KOSDAQ-listed company as of the filing date of this material event report, and will maintain its listed status after completion of this merger. However, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the Company's total shares issued gives written notice of dissent to the merger within 2 weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. In addition, as this is a small-scale merger, shareholders of the merging entity are not granted appraisal rights.

(6) Progress and key schedule Board resolution date for the merger: July 13, 2026 Public notice of the shareholder record date: July 15, 2026 Merger agreement date: July 16, 2026 Shareholder record date: July 29, 2026 Public notice of the small-scale merger: July 30, 2026 Period for receiving notices of dissent to the merger: Start date July 30, 2026; End date August 13, 2026 Board resolution date approving the merger (in place of a shareholders' meeting): August 18, 2026 Public notice for creditors to raise objections: August 19, 2026 Period for creditors to raise objections: Start date August 19, 2026; End date September 21, 2026 Merger effective date: October 1, 2026 Board meeting reporting completion of the merger (in place of a shareholders' meeting): October 2, 2026 Public notice of completion of the merger: October 2, 2026 Expected merger registration date: October 6, 2026 Filing of the merger completion report: October 6, 2026 (Note: The above merger schedule is the expected schedule as of the filing date of this report, and may change in part depending on consultations and approval processes with relevant authorities.) Whether a securities registration statement must be filed: Not applicable If exempted from filing, the reason: As this is a no-new-shares merger, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger.

(7) Conditions for the merger, etc. to take effect Under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the surviving company's total shares issued gives the Company written notice of dissent to the merger within 2 weeks from the date of the small-scale merger announcement, this merger cannot proceed as a small-scale merger. In this case, the Company will determine whether to proceed through a subsequent board resolution.

(b) Merger price and basis for its calculation (1) Merger price, etc. As the surviving company, S&K Polytec Co., Ltd., owns a 100.00% equity interest in the dissolving company, Sunjin Engineering Co., Ltd., the merger will proceed as a no-new-shares merger without issuance of merger shares, with the merger ratio set at 1.0000000 : 0.0000000.

(2) External valuation Under the proviso to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 7, Item 2, Sub-item (b) of its Enforcement Decree, where a company owning the total number of shares issued by another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price may be omitted. This merger proceeds as a no-new-shares absorption-type merger in which the surviving company, S&K Polytec Co., Ltd., owns 100% of the total shares issued by the dissolving company, Sunjin Engineering Co., Ltd., and therefore falls under the above provision; accordingly, no external valuation institution's assessment was obtained.

(c) Investment risk factors Termination conditions under the merger agreement, Article 12 (Termination): (1) Either party may terminate this agreement at any time before the merger effective date by written agreement with the other party. (2) If a material change occurs in either party's assets, liabilities, or business condition, or there is an unforeseen material defect, insolvency, or other material change in circumstances relating to the merger, the parties may, by agreement, adjust the terms of this agreement or terminate this agreement. (3) Under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the surviving company's total shares issued gives the surviving company written notice of dissent to this merger within 2 weeks from the date of the small-scale merger announcement or notice, the surviving company and the dissolving company may, through mutual consultation, either proceed with this merger upon obtaining the surviving company's general shareholders' meeting approval, or terminate this agreement. In this case, either party may request consultation on whether to terminate by written notice to the other party. (4) If the representations and warranties of either party (the "Breaching Party") under Article 9 are inaccurate or untrue and a material adverse effect has resulted or is reasonably expected to result therefrom, or if the Breaching Party materially breaches its covenants or other obligations under Article 10 and fails to cure the breach within 7 days of receiving written notice to cure from the other party (the "Non-Breaching Party") (provided that such cure notice applies only where the breach is curable), the Non-Breaching Party may terminate this agreement by written notice. (5) Either party may terminate this agreement by written notice to the other party if a required government approval relating to this merger is definitively denied, or if it is determined that the conditions precedent under Article 11 cannot be satisfied. (6) If this agreement is terminated under paragraph (1) or (2) above, neither party nor its shareholders, officers, employees, agents, or other representatives will bear any liability in connection with this agreement or the transactions contemplated hereunder. (7) This agreement may not be terminated after completion of this merger. This merger, as a small-scale merger, will be approved by board resolution in place of a general shareholders' meeting; however, if a shareholder holding 20% or more of S&K Polytec Co., Ltd.'s total shares issued gives written notice of dissent to the merger within 2 weeks from the date of the merger announcement, this merger cannot proceed. S&K Polytec Co., Ltd. owns a 100.00% equity interest in Sunjin Engineering Co., Ltd., and this merger is a no-new-shares merger without issuance of merger shares. In addition, as this merger does not constitute a backdoor listing, there is no possibility of delisting as a result of this merger. This merger is a small-scale merger of Sunjin Engineering Co., Ltd., a wholly owned subsidiary in which S&K Polytec Co., Ltd. owns a 100.00% equity interest, and there are no securities that are the subject of an offering or sale in connection with this merger. In addition, while all rights and obligations, including all types of assets and liabilities held by Sunjin Engineering Co., Ltd., will be succeeded to by S&K Polytec Co., Ltd. on the merger effective date without additional procedures or agreements, the resulting financial effect is limited, and accordingly no risk factor requiring consideration in a securities investment is judged to exist.

(d) Matters concerning appraisal rights As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and shareholders' meeting approval of the merger is replaced by board approval.

(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, the merging company, S&K Polytec Co., Ltd., owns a 100.00% equity interest in the merged company, Sunjin Engineering Co., Ltd. (2) Interlocking officer positions Name: Hwang Seung-jae -- Position at S&K Polytec Co., Ltd.: Executive Director (non-registered officer); Position at Sunjin Engineering Co., Ltd.: In-house director (registered officer) (3) Other matters concerning competitive or complementary business relationships, etc. between the parties: Not applicable as of the filing date of this report. (4) Transactions between the parties 1) Provision of collateral: Not applicable as of the filing date of this report. 2) Sales, purchases, and other transactions: Not applicable as of the filing date of this report. 3) Operating receivables/payables and accrued/unbilled amounts: Not applicable as of the filing date of this report. 4) Borrowings and loans: Not applicable as of the filing date of this report. 5) Transactions with the Company's major shareholders: Not applicable as of the filing date of this report. (f) Other matters necessary to protect investors There are no changes planned to the surviving company's material management policy or method of composing its officers after completion of the merger, and there are no plans to change or discontinue the business operated by the merged company, Sunjin Engineering Co., Ltd.

2. Matters concerning the merger counterparty company (a) Overview of the company Legal and commercial name of the company: Sunjin Engineering Co., Ltd. Year of incorporation: January 1, 2011 Corporate registration number: 134811-0207531 Head office address: 1598-1 Sicheong-ro, Jeongnam-myeon, Hyohaeng-gu, Hwaseong-si, Gyeonggi-do Representative: Hwang Seung-jae Main business: Manufacture and sale of automotive parts Number of officers and employees: 29 Fiscal year-end month: December (Note: As of the filing date of this material event report; the year of incorporation is stated based on the date of incorporation shown in the corporate registry transcript.)

(b) Description of business Sunjin Engineering Co., Ltd. is an automotive parts manufacturer.

(c) Financial matters (1) Summary financial information (Unit: KRW) Item / 15th fiscal period / 14th fiscal period / 13th fiscal period [Current assets]: 5,724,137,873 / 3,841,304,369 / 4,956,768,672 [Non-current assets]: 5,833,369,777 / 2,853,780,330 / 2,653,440,899 Total assets: 11,557,507,650 / 6,695,084,669 / 7,610,209,571 [Current liabilities]: 961,996,313 / 2,519,878,313 / 3,665,858,695 [Non-current liabilities]: 5,905,985,366 / 640,385,202 / 562,491,403 Total liabilities: 6,867,981,679 / 3,160,263,515 / 4,228,350,098 [Capital]: 100,000,000 / 100,000,000 / 100,000,000 [Retained earnings]: 4,589,525,971 / 3,434,821,184 / 3,281,859,473 Total equity: 4,689,525,971 / 3,534,821,184 / 3,381,859,473 Revenue: 22,524,626,588 / 16,579,135,730 / 14,344,039,822 Operating income (loss): 656,277,607 / 188,757,177 / 909,529,509 Net income (loss): 1,164,595,137 / 152,961,711 / 572,676,292

(d) Matters concerning the board and other corporate bodies As of the filing date of this report, Sunjin Engineering Co., Ltd.'s board of directors consists of a total of 1 director, and there is no board committee.

(e) Matters concerning shareholders As of the filing date of this report, the shareholding status of Sunjin Engineering Co., Ltd. is as follows (unit: shares): Shareholder: S&K Polytec Co., Ltd.; Shares held: 19,000; Ownership ratio (%): 100.00%; Note: -

(f) Matters concerning officers and employees As of the filing date of this report, Sunjin Engineering Co., Ltd. has 1 in-house director appointed, and has 29 officers and employees currently employed.

(g) Matters concerning affiliated companies, etc.: Not applicable as of the filing date of this report.

(h) Other matters necessary to protect investors (1) Material litigation: Not applicable as of the filing date of this report. (2) Other contingent liabilities, etc.: Not applicable as of the filing date of this report. (3) Status of sanctions: Not applicable as of the filing date of this report.