What happened
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Amendment Report (Disclosure) July 31, 2026
1. Disclosure Document Being Amended: Material Event Report (Decision to Acquire Shares and Equity Securities of Another Company) 2. Initial Submission Date of the Disclosure Document Being Amended: March 31, 2026 3. Amended Items Item / Reason for Amendment / Before Amendment / After Amendment [Matters Concerning Borrowings]: Addition of borrowing details / - (Note 1) / (Note 1) Addition of matters concerning borrowings
[Matters Concerning Borrowings] (Unit: KRW million) Lender / Amount Borrowed / Borrowing Period / Collateral Assets / Remarks KB Securities Co., Ltd.: 67,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - KDB Capital Corporation: 26,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - SBI Savings Bank Co., Ltd.: 7,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - Subtotal: 100,000; -; -; -; - The above matters are expected to proceed on the premise that all conditions precedent to closing under the share purchase agreement (including merger filing, etc.) are satisfied.
Material Event Report / Exchange Reporting Obligation Matters Material Management Matter Report of Subsidiary KG Steel Co., Ltd. To the Financial Services Commission / Korea Exchange March 31, 2026
Company Name: KG Steel Co., Ltd. Representative Director: Kim Seong-il Head Office Address: 5F, KG Tower, 92 Tongil-ro, Jung-gu, Seoul (Phone) 02-3450-8114 (Website) https://kg-steel.co.kr Preparer: (Title) Head of Finance Office, Management Support Division (Name) Kim Hyeong-do (Phone) 02-3450-8095
Decision to Acquire Shares and Equity Securities of Another Company
1. Issuing Company Company name: Kcar Co., Ltd. Nationality: Republic of Korea Representative: Jung In-kook Capital stock (KRW): 24,410,424,000 Relationship to the Company: - Total shares issued (shares): 48,820,848 Main business: Used car sales - Whether new shares were acquired via third-party placement within the past 6 months: No
2. Details of the Acquisition Number of shares acquired (shares): 25,632,810 Acquisition amount (KRW) (A): 400,000,000,050 Total assets (KRW) (B): 3,100,740,293,377 Ratio to total assets (%) (A/B): 12.90 Equity capital (KRW) (C): 2,055,486,553,860 Ratio to equity capital (%) (A/C): 19.46
3. Number of Shares Owned and Equity Ratio After Acquisition Number of shares owned (shares): 25,632,810 Equity ratio (%): 52.50
4. Purpose of Acquisition: Diversification of business portfolio and securing future growth engines
5. Expected Acquisition Date: -
6. Counterparty Company name (name): Han & Co. Auto Service Holdings LLC Capital stock (KRW): 3,436,512,200 Main business: Investment purpose company under the Financial Investment Services and Capital Markets Act Head office address: 21F, 19 Euljiro 5-gil, Jung-gu, Seoul (Susha-dong, Ferrum Tower) Relationship to the Company: -
7. Payment of Transaction Price 1) Payment method: Cash payment 2) Payment timing: - Deposit: April 1, 2026 - Balance: On the date that is 5 business days after the date on which all conditions precedent to closing under the share purchase agreement are satisfied, or such other date as the parties otherwise agree
8. Matters Concerning External Valuation Whether external valuation was conducted: Yes - Basis and reason: 1) Basis: For use as an attachment to the material event report to be submitted to 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 shares of the issuing company, and for use as an attachment to the material event report submitted by the Company pursuant to the Financial Investment Services and Capital Markets Act Name of external valuation institution: Taesung Accounting Corporation External valuation period: 2026.06.17 ~ 2026.06.26 External valuation opinion: As a result of our review, the per-share reference market value of the shares to be acquired is KRW 14,115, and the per-share value applying a control premium is estimated to range from a minimum of KRW 12,780 to a maximum of KRW 32,482. Accordingly, since your company's acquisition price of KRW 15,605 per share falls within the range of per-share value reflecting the control premium, no basis was found to conclude that the acquisition amount is inappropriate from a materiality perspective.
9. Board Resolution Date (Decision Date): 2026.06.29 - Attendance of independent (outside) directors: Present (persons) 3; Absent (persons) 1 - Attendance of auditor (audit committee member who is not an independent (outside) director): -
10. Whether This Constitutes a Backdoor Listing: Not applicable - Plans for third-party placement capital increase, etc. within the next 6 months: Not applicable
11. Whether the Issuing Company (Other Company) Meets the Requirements for a Backdoor Listing: Not applicable
12. Whether Subject to Fair Trade Commission Reporting: Applicable
13. Whether a Put Option or Similar Contract Has Been Concluded: No - Contract details: -
14. Future Plans for Corporate Restructuring: As of the date of submission of this report, no specific plan for future restructuring has been decided.
15. Other Material Matters Relevant to Investment Decisions - The above "1. Issuing Company's Capital Stock and Total Shares Issued" is as of the date of submission of this disclosure. - The above "2. Total Assets and Equity Capital in the Details of Acquisition" is based on the consolidated financial statements prepared in accordance with Korean IFRS as of the end of 2025. - The above "5. Expected Acquisition Date" is based on the date of completion of payment. Upon this acquisition decision, a "Share Purchase Agreement" was executed with the counterparty on the same day as the board's decision. However, the expected acquisition date assumes that the balance will be paid on the date that is 5 business days after the date on which all conditions precedent to closing under the share purchase agreement (including merger filing, etc.) are satisfied, or such other date as the parties otherwise agree, and an amended disclosure will be made immediately once the payment date is finalized. - The capital stock of the counterparty in the above "6. Counterparty" is based on preliminary (unaudited) 2025 year-end figures. - The payment timing in the above "7. Payment of Transaction Price" was completed with payment on April 1. - Regarding the above "8. Matters Concerning External Valuation," if an on-market purchase method becomes available, it will proceed by that method. - The above "12. Whether Subject to Fair Trade Commission Reporting" refers to business combination reporting. - All authority for deciding and implementing detailed matters is delegated to the representative director or a person designated by the representative director. - Under this transaction, either the seller or the buyer may immediately terminate this agreement by written notice to the other party if, under applicable law, completion of this transaction becomes illegal or prohibited, or if a government authority issues an order making this transaction illegal or prohibited and such order becomes final and non-appealable. - The issuing company's financial information is prepared as of the end of the current year 2025, the prior year 2024, and the year before that 2023.
Related Disclosures: -
[Summary Financial Status of the Issuing Company] (Unit: KRW million) Category: Total assets / Total liabilities / Total equity / Capital stock / Revenue / Net income / Audit opinion / External auditor Current year: 534,570 / 310,632 / 223,939 / 24,410 / 2,438,839 / 50,886 / Unqualified / Samil PricewaterhouseCoopers Prior year: 524,848 / 299,060 / 225,788 / 24,091 / 2,301,530 / 43,965 / Unqualified / Samil PricewaterhouseCoopers Year before that: 554,118 / 319,202 / 234,916 / 24,091 / 2,047,566 / 28,366 / Unqualified / Samil PricewaterhouseCoopers
[Matters Concerning Borrowings] (Unit: KRW million) Lender / Amount Borrowed / Borrowing Period / Collateral Assets / Remarks KB Securities Co., Ltd.: 67,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - KDB Capital Corporation: 26,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - SBI Savings Bank Co., Ltd.: 7,000; 5 years from the initial drawdown date; - Pledge agreement over shares: 19,225,720 Kcar common shares; - Pledge agreement over securities account: the securities account in which the pledged Kcar shares are deposited; - Pledge agreement over deposit account: the Company's deposit account into which dividends, share disposal proceeds, and other contractual receipts are paid; - Subtotal: 100,000; -; -; -; - The above matters are expected to proceed on the premise that all conditions precedent to closing under the share purchase agreement (including merger filing, etc.) are satisfied.
| Filed | 2026-07-31, [Amended] Material event report (equity acquisition) (subsidiary) |
|---|---|
| Source | DART rcept 20260731901258 → open original filing |
Source: DART. Information only, not investment advice.

