Metalabs

090370 · KOSPI · Consumer Discretionary · SMALL CAP

Merger decision (subsidiary)

Metalabs' wholly owned subsidiary Meta S&C Co., Ltd. will be absorbed and dissolved into Metalabs through a small-scale merger effective 2026-10-07, with no merger-consideration shares issued since Metalabs already owns 100% of Meta S&C.

M&A(Merger decision (subsidiary))· FILED 2026-08-03· RCEPT 20260803800781

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-28) →

What happened

Merger decision (material management matter of subsidiary) Material management matter report of subsidiary Meta S&C Co., Ltd.

1. Merger Method: Metalabs Co., Ltd. absorbs and merges with Meta S&C Co., Ltd. (small-scale merger) - Surviving Company: Metalabs Co., Ltd. - Dissolving Company: Meta S&C Co., Ltd.

2. Purpose of Merger: Strengthening corporate competitiveness and increasing management efficiency

3. Merger Ratio: 0.0000000

4. Basis for Merger Ratio Calculation: The surviving company, Metalabs Co., Ltd., owns 100% of the shares of the dissolving company, Meta S&C Co., Ltd., and since no merger-consideration shares will be issued for the dissolving company's shares upon the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate Value, Surviving Company: - - Corporate Value, Dissolving Company: -

5. Type and Number of Merger-Consideration Shares (shares) Common Stock: - / Other Class Shares: -

6. Merger Counterparty Company Name: Metalabs Co., Ltd. Main Business: Wholesale and retail of apparel and accessories, management consulting Relationship with the Company: Parent company Financial Status for Most Recent Fiscal Year (KRW million): Total Assets 93,465 / Capital 62,261 / Total Liabilities 20,000 / Sales 45,149 / Total Equity 73,465 / Net Income -5,979

7. Newly Established Merged Company Company Name: - Financial Status at Establishment (KRW million): Total Assets - / Total Liabilities - / Total Equity - / Capital - Sales of Newly Established Business Segment for Most Recent Fiscal Year, as Currently Defined (KRW million): - Main Business: -

8. Merger Schedule Scheduled Date of General Shareholders' Meeting: - Period for Submission of Old Share Certificates: Start Date - / End Date - Period for Creditor Objections: Start Date 2026-09-03 / End Date 2026-10-06 Merger Date: 2026-10-07 Scheduled Date of Merger Registration: 2026-10-07 Scheduled Date of New Share Certificate Delivery: -

9. Matters Concerning Appraisal Rights: Under the small-scale merger procedure of Article 527-3 of the Commercial Act, shareholders of Metalabs Co., Ltd. are not entitled to appraisal rights.

10. Board Resolution Date (Decision Date): 2026-08-03 - Outside director attendance: Attended (persons): - / Not attended (persons): - - Auditor (audit committee member who is not an outside director) attendance: Attended

11. Plans for Future Corporate Restructuring: As of the report date, there are no confirmed plans for corporate restructuring that Metalabs Co., Ltd. is pursuing or plans to pursue after completion of this merger.

12. Other important matters for investment judgment 1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, shareholders of Metalabs Co., Ltd. are not entitled to appraisal rights, and board approval substitutes for general shareholders' meeting approval. However, if a shareholder holding 20% or more of Metalabs Co., Ltd.'s total issued shares notifies in writing within two weeks from the merger announcement date that it opposes the merger, the merger may not proceed as a small-scale merger. 2) This merger is exempt from external appraisal under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (exempting external-appraisal-institution evaluation of merger price appropriateness when a company owning all of another company's issued shares merges with it without issuing new shares); accordingly, the "4. Basis for Merger Ratio Calculation - Corporate Value" entries above are omitted. 3) The "6. Merger Counterparty - Financial Status for Most Recent Fiscal Year" above is based on separate (non-consolidated) financial statements as of the end of 2025. 4) The "8. Merger Schedule" above reflects the expected schedule as of the report filing date and may change due to regulatory approvals, consultations with relevant authorities, and other circumstances. 5) The "8. Merger Schedule - Closing Report General Meeting Date" above will be replaced by board resolution and public notice procedures pursuant to Article 526, Paragraph 3 of the Commercial Act.

Related disclosure 2026-08-03: Merger decision

Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Matters concerning the subsidiary] Subsidiary Name: Meta S&C Co., Ltd. English Name: META S&C CO., Ltd. Representative: Lee Chang-ho Main Business: CRM and real estate leasing Whether a Major Subsidiary: Applicable Total Assets of the Subsidiary (KRW): 47,099,304,234 Consolidated Total Assets of the Controlling Company (KRW): 249,950,205,951 Ratio to Controlling Company's Consolidated Total Assets (%): 18.84

Filed2026-08-03, Merger decision (subsidiary)
SourceDART rcept 20260803800781 → open original filing

Versions of this filing

  1. 2026-08-03Original (this page)
  2. 2026-08-28Amendment 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 2026-08-03 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).