Rftech

061040 · KOSDAQ · Information Technology · SMALL CAP

[Amended] Material event report (merger)

RFtech Co., Ltd. amended its merger report absorbing Eco Volt Co., Ltd. (ratio 1:0.2027268, new shares 4,111,636) to push back the entire merger schedule by roughly three weeks, with the shareholders' meeting now expected September 23, 2026 and new-share listing November 17, 2026.

M&A([Amended] Material event report (merger))· FILED 2026-08-04· RCEPT 20260804000294

What happened

Material Event Report (Merger Decision) RFtech Co., Ltd. Amendment Report August 4, 2026

1. Disclosure document subject to amendment: Material Event Report (Merger Decision) 2. Date of initial submission of the disclosure document subject to amendment: April 14, 2026 3. Amendment details

Item 3 (Material effects of the merger): self-initiated correction, revising the discussion of the Yongin-to-Asan facility relocation and EcoVolt's sale of its Vietnamese subsidiary (see the current text under Item 3 below, which reflects the amended version).

Item 10 (Merger schedule), reason: schedule change. - Before amendment: notice-of-dissent period 2026-08-06 to 2026-08-28; AGM 2026-08-31; appraisal-rights exercise period 2026-08-31 to 2026-09-21; creditor objection period 2026-09-01 to 2026-10-02; merger date 2026-10-03; merger registration date 2026-10-16; new-share listing date 2026-10-29. - After amendment: notice-of-dissent period 2026-09-08 to 2026-09-22; AGM 2026-09-23; appraisal-rights exercise period 2026-09-23 to 2026-10-14; creditor objection period 2026-09-24 to 2026-10-26; merger date 2026-10-27; merger registration date 2026-11-04; new-share listing date 2026-11-17.

Item 13 (Appraisal-rights exercise procedure and payment timing): updated to match the new schedule above; expected payment date for both RFtech and Eco Volt changed from September 21, 2026 to October 23, 2026.

Item 17 (Plans for future corporate restructuring): self-initiated correction, clarifying that the Yongin plant's equipment and personnel are being relocated (about 90% complete) to RFtech's Asan branch rather than directly to Eco Volt's facility, with the Yongin site to be sold separately (see Item 17 below).

Material Event Report / Matter Subject to Mandatory Exchange Disclosure To: Financial Services Commission / Korea Exchange August 4, 2026

Company name: RFtech Co., Ltd. Representative Director: Jo Kyung-sook Head office address: 60 Jukyangdae-ro 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do Phone: 070-5126-0139 Website: http://www.rftech.co.kr Preparer: (Title) Disclosure Officer (Name) Ko Dae-ui (Phone) 070-5126-0139

Merger Decision

1. Merger method: RFtech Co., Ltd. will absorb Eco Volt Co., Ltd. by merger. Surviving company: RFtech Co., Ltd. Dissolving company: Eco Volt Co., Ltd. Trade name after the merger: RFtech Co., Ltd. Merger form: Not applicable.

2. Purpose of the merger: to resolve the high customer concentration and end-market-cyclicality risk of the Company's core handset-parts business by focusing on developing AI-oriented 5G communication technology, building a full lineup of 5G antennas and filters, and entering RU filter mass production, growing these into the Company's core business. Funds secured through the merger will enable stable R&D and high-value-added production without external borrowing, enhancing the Company's long-term value.

3. Material effects of the merger 1) Effect on management: RFtech (surviving) will absorb Eco Volt (dissolving). As of the securities registration statement date, RFtech's largest shareholder is Osung Advanced Materials Co., Ltd. with 30.46% (39.95% combined with related parties); Eco Volt's largest shareholder is also Osung Advanced Materials Co., Ltd. with 29.89% (29.94% combined with related parties). After the merger, RFtech's largest-shareholder stake is expected to change from 30.46% to 30.29%, with no change of largest shareholder; the combined stake of the largest shareholder and related parties is expected to become 36.82%. 2) Effect on finances: RFtech (IT mobile components and telecom equipment) will merge with Eco Volt (automotive lighting modules and components), aiming to cut costs through integrated restructuring of the IT and automotive-electronics parts businesses and to improve management efficiency and scale through a unified business entity. Eco Volt plans to sell its subsidiary SF INNOTEK VINA CO., LTD. to remove business risk and combine human and technical resources to enhance the merger's effect, and to improve overall profitability by unifying administrative organizations. Domestic sites will be consolidated after the merger: RFtech's Yongin plant equipment and personnel are being relocated to RFtech's Asan branch (about 90% complete as of this filing) to enable rapid integration and stabilize operations ahead of the Eco Volt merger, independently of the merger itself; the relocation site is on land owned by Kumho HT, where Eco Volt has also operated since July 2023. Separately, the Company plans to sell the Yongin plant site. The Company intends to use the merger's combined R&D resources and financial capacity to expand investment in next-generation (5G Advanced/6G) communication technology, specifically RF modules for wireless-communication infrastructure that handle the network-traffic growth driven by AI services (large-volume data transmission, real-time inference, edge computing, industrial automation, autonomous driving/robotics/smart factories), which require low-latency, high-capacity, high-reliability wireless networks and increasing base-station antenna, Massive MIMO beamforming, filter, and RF front-end performance. This is expected to increase R&D headcount and cost but to contribute positively to revenue growth and profitability by successfully entering a higher-value-added business, improving the merged companies' medium- to long-term financial structure, revenue and profitability.

4. Merger ratio: RFtech Co., Ltd. : Eco Volt Co., Ltd. = 1 : 0.2027268. The base share price for the ratio was calculated as the arithmetic average of the 1-month and 1-week weighted average closing prices and the most recent closing price as of the day before the board resolution date, and the final merger value and ratio were then calculated after reflecting RFtech's par-value consolidation and Eco Volt's stock split and free capital reduction.

5. Basis for calculating the merger ratio: as both companies are KOSDAQ-listed, the base share price for common shares was calculated under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and the final merger value was then determined by reflecting the surviving company's par-value consolidation (par value KRW 500 to KRW 2,500) and the dissolving company's stock split (par value KRW 1,000 to KRW 500) and free capital reduction (reduction ratio: 80.0%). (a) RFtech common share merger value: base date April 12, 2026 (the day before the earlier of the board resolution date and merger agreement date of April 13, 2026). 1-month weighted average closing price: KRW 1,819; 1-week weighted average closing price: KRW 1,892; most recent closing price: KRW 2,010; base share price: KRW 1,907; base price after reflecting the par-value consolidation: KRW 9,535; merger value: KRW 9,535. No premium or discount was applied. (b) Eco Volt common share merger value: same base date. 1-month weighted average closing price: KRW 788; 1-week weighted average closing price: KRW 766; most recent closing price: KRW 766; base share price: KRW 773; price after reflecting the stock split: KRW 386.5; price after reflecting the free capital reduction: KRW 1,932.5; merger value: KRW 1,933. No premium or discount was applied. Resulting merger ratio: 1 : 0.2027268 (RFtech : Eco Volt). Corporate value: not stated for either company.

6. External appraisal: Not required. As this is a merger between two KOSDAQ-listed companies in which the merger value was calculated and the merger ratio derived under Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree, no external appraiser's opinion is required.

7. Type and number of new merger shares: Common shares 4,111,636; Preferred shares -

8. Merger counterparty - Company name: Eco Volt Co., Ltd. - Main business: Manufacture of new automotive parts - Relationship with the Company: Affiliate - Financial details for the most recent fiscal year (KRW): Total assets 253,843,277,165; Paid-in capital 70,784,607,000; Total liabilities 37,215,797,837; Revenue 217,426,570,735; Total equity 216,627,479,328; Net income -24,908,902,623 - External audit: auditor Taeil Accounting Corporation; opinion: unqualified

9. Newly formed company from the merger: Not applicable (all items -)

10. Merger schedule (as amended): Merger contract date April 13, 2026; shareholder record date June 30, 2026; notice-of-dissent period September 8-22, 2026; expected AGM date September 23, 2026; appraisal-rights exercise period September 23 to October 14, 2026; creditor objection period September 24 to October 26, 2026; merger date October 27, 2026; merger registration date November 4, 2026; expected new-share listing date November 17, 2026.

11. Whether this is a backdoor listing: Not applicable

12. Whether another entity's backdoor-listing requirements are met: Not applicable

13. Appraisal rights - Requirements: as described for the counterpart filing, a dissenting shareholder of record who notifies the company in writing before the AGM may demand the company purchase its shares within 20 days of the AGM resolution, subject to the same acquisition-timing and continuous-holding conditions under Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7 of its Enforcement Decree; both merger parties are listed and must complete the purchase within one month of the end of the exercise period. - Expected purchase price: RFtech KRW 9,325; Eco Volt KRW 1,968 (RFtech's price reflects its par-value consolidation of 500 to 2,500; Eco Volt's reflects its stock split of 1,000 to 500 and free capital reduction at an 80.0% ratio) - Procedure, method, period, place: notice of dissent must be given 3 business days before the AGM (September 18, 2026); securities firms notify the Korea Securities Depository 2 business days before the AGM (September 21, 2026); the Depository notifies the companies 1 business day before the AGM (September 22, 2026); beneficial shareholders must request purchase through their securities firm by 2 business days before the end of the exercise period (October 12, 2026). Receiving locations: RFtech (surviving company), 60 Jukyangdae-ro 1763beon-gil, Wonsam-myeon, Cheoin-gu, Yongin-si, Gyeonggi-do; Eco Volt (dissolving company), 433-31 Sandong-ro, Eumbong-myeon, Asan-si, Chungcheongnam-do. Notice-of-dissent period: September 8-22, 2026; AGM: September 23, 2026; exercise period: September 23 to October 14, 2026. - Payment timing and method: shareholders of record are paid by transfer to their registered bank account; beneficial shareholders are paid through their securities firm account. Expected payment date for both RFtech and Eco Volt: October 23, 2026 (subject to change). - Restrictions: a shareholder who sells and reacquires shares during the relevant period loses appraisal rights; the right cannot be withdrawn once exercised (without the Company's consent); a shareholder who voted for the merger after giving written notice of dissent cannot exercise appraisal rights. - Effect on the contract: if the combined amount payable for shares as to which appraisal rights are exercised against RFtech and Eco Volt exceeds KRW 15,000,000,000 (fifteen billion won) as of the end of the exercise period, either RFtech or Eco Volt may terminate the merger agreement.

14. Date of board resolution (decision date): April 13, 2026 - Independent (outside) director* attendance: Present (persons) 1; Absent (persons) - - Attendance of auditor (audit committee member who is not an independent (outside) director*): Present

15. Whether a put-option or similar agreement was concluded: No

16. Whether subject to filing of a securities registration statement: Yes

17. Plans for future corporate restructuring: after the merger, the Company plans to scale down its automotive-parts manufacturing business. RFtech's Yongin plant equipment and personnel are being relocated (about 90% complete) to RFtech's Asan branch to improve plant and organizational efficiency at Eco Volt going forward, and the Company plans to sell the Yongin plant site; prior management had already consolidated administrative and R&D staff at a new Seoul office in 2025, leaving only production staff and equipment at Yongin, and declining domestic production volume made the site increasingly underutilized, prompting the decision to lease roughly 1,500 pyeong of a roughly 14,620-pyeong site owned by Kumho HT in Asan (lease term June 1, 2026 to May 31, 2027, auto-renewing annually) and open the RFtech Asan branch on June 19, 2026; the Yongin site totals 4,000 pyeong, carried at a book value of roughly KRW 3.0 billion (1.5% of separate-basis total assets, 0.7% on a consolidated basis; 9.1%/1.9% of tangible assets), and a KRX appraisal values it at roughly KRW 13.0-15.0 billion, below the 10%-of-total-assets threshold that would otherwise require a separate material event report under Article 171 of the Enforcement Decree and Article 6 of the KOSDAQ Market Disclosure Regulations (the Company's total assets were KRW 4,074 in KRW 100-million units, i.e. roughly KRW 407.4 billion, at the end of 2025). Separately, to focus on its core business, the Company sold 910,747 of its 1,890,625 RF Bio shares to Access Bio on April 15, 2026, transferring control and exiting the bio business, and also plans to sell or scale down its semiconductor-equipment business. RFtech's handset-parts production, which exceeded KRW 10 billion in the early 2020s, has since declined on falling domestic volume and growing overseas production; the Company entered the 5G filter market in 2024 and has been expanding its Micro Filter and RU Filter business since. After the merger, RFtech plans to invest in AI-oriented module and 5G Advanced/6G technology, targeting a staged roadmap of: 2026, building a full 5G antenna/filter lineup and entering RU Filter mass production; 2027, converting the full product lineup (AU/AFU, Micro Filter, RU Filter) to mass production and developing multi-band antenna/filter technology; 2028, advancing 5G Advanced technology (higher-order Massive MIMO, low-loss lightweight filters); 2029, preparing 6G precursor technology and expanding joint development with customers; 2030, securing initial 6G RF module technology. RFtech's R&D headcount (antenna / filter / defense (DPT) / total) is planned to grow from the current 13 / 17 / 3 / 33 to 16 / 17 / 5 / 38 by end-2026, 17 / 17 / 6 / 40 in 2027-2028, and 22 / 20 / 8 / 50 by 2029-2030. The Company's new-business investment plan (R&D plus facility investment, in KRW 100 million) is: 2026, KRW 15.8 billion (114.2% of estimated 5G-business revenue of KRW 11.9 billion); 2027, KRW 8.7 billion (33.8% of KRW 22.8 billion); 2028, KRW 9.9 billion (17.3% of KRW 50.3 billion); 2029, KRW 11.3 billion (9.9% of estimated 5G-business revenue of KRW 1,008, in KRW 100-million units, i.e. KRW 100.8 billion); 2030, KRW 10.3 billion (6.1% of KRW 1,517, in KRW 100-million units, i.e. KRW 151.7 billion).

18. Other material matters relevant to investment decisions (a) Under Articles 522 and 434 of the Commercial Act, merger approval requires at least two-thirds of the voting rights of shareholders present and at least one-third of total shares issued at the general meeting; failing this, the merger may fail. (b) Other than cash for fractional shares, no payment will be made to shareholders of the merging companies. (c) Item 7 (new merger shares) may change depending on Eco Volt shareholders' exercise of appraisal rights following AGM approval; no new merger shares will be issued for treasury shares Eco Volt comes to hold as a result of such exercise. (d) Eco Volt's financial details under Item 8 are based on its FY2025 consolidated financial statements. (e) The schedule under Item 10 is as of the filing date and may change due to required approvals and consultations with relevant authorities. (f) The closing report meeting under Item 10 is replaced, pursuant to Article 526, Paragraph 3 of the Commercial Act, by a board-resolution public notice procedure dated October 27, 2026. (g) Details of the appraisal-rights "expected purchase price" in Item 13: under Article 165-5, Paragraph 3 of the Financial Investment Services and Capital Markets Act, the purchase price is set by agreement between the shareholder and the company, or, failing agreement, calculated under Article 176-7, Paragraph 3 of the Enforcement Decree based on the exchange trading price before the board resolution date, with either side able to petition the court if it disagrees with that price. The companies' proposed prices for negotiation are: RFtech KRW 9,325; Eco Volt KRW 1,968. For RFtech common shares (base date April 12, 2026): 2-month weighted average price KRW 1,885 (2026-02-13 to 2026-04-12); 1-month weighted average price KRW 1,819 (2026-03-13 to 2026-04-12); 1-week weighted average price KRW 1,892 (2026-04-06 to 2026-04-12); base purchase price [(①+②+③)/3] KRW 1,865; final purchase price after reflecting the share consolidation (base price x 5): KRW 9,325. Daily closing price, trading volume, and value used in the calculation (Unit: KRW, shares), date: closing price; volume; value: 2026/04/10: 2,010; 4,198,020; 8,438,020,200 2026/04/09: 1,549; 652,430; 1,010,614,070 2026/04/08: 1,542; 192,790; 297,282,180 2026/04/07: 1,542; 303,348; 467,762,616 2026/04/06: 1,600; 334,470; 535,152,000 2026/04/03: 1,554; 317,653; 493,632,762 2026/04/02: 1,521; 431,816; 656,792,136 2026/04/01: 1,620; 201,997; 327,235,140 2026/03/31: 1,639; 142,551; 233,641,089 2026/03/30: 1,639; 238,102; 390,249,178 2026/03/27: 1,685; 292,984; 493,678,040 2026/03/26: 1,783; 312,663; 557,478,129 2026/03/25: 1,894; 562,008; 1,064,443,152 2026/03/24: 1,775; 193,805; 344,003,875 2026/03/23: 1,697; 106,309; 180,406,373 2026/03/20: 1,759; 145,238; 255,473,642 2026/03/19: 1,699; 140,450; 238,624,550 2026/03/18: 1,775; 149,647; 265,623,425 2026/03/17: 1,780; 228,944; 407,520,320 2026/03/16: 1,740; 124,602; 216,807,480 2026/03/13: 1,723; 141,769; 244,267,987 2026/03/12: 1,712; 294,383; 503,983,696 2026/03/11: 1,730; 613,636; 1,061,590,280 2026/03/10: 1,723; 172,220; 296,735,060 2026/03/09: 1,667; 256,764; 428,025,588 2026/03/06: 1,805; 257,456; 464,708,080 2026/03/05: 1,818; 591,786; 1,075,866,948 2026/03/04: 1,658; 941,412; 1,560,861,096 2026/03/03: 1,960; 7,962,864; 15,607,213,440 2026/02/27: 2,365; 970,914; 2,296,211,610 2026/02/26: 1,821; 347,652; 633,074,292 2026/02/25: 1,863; 213,180; 397,154,340 2026/02/24: 1,932; 241,419; 466,421,508 2026/02/23: 2,020; 919,976; 1,858,351,520 2026/02/20: 1,771; 83,614; 148,080,394 2026/02/19: 1,825; 162,022; 295,690,150 2026/02/13: 1,779; 150,329; 267,435,291 2-month weighted average price: KRW 1,885; 1-month: KRW 1,819; 1-week: KRW 1,892; base purchase price: KRW 1,865. Source: Korea Exchange (http://www.krx.co.kr). For Eco Volt's appraisal price calculation, see Eco Volt's own material event report. (h) If the AGM rejects the merger, appraisal rights lapse and the merger agreement does not take effect. (i) A shareholder cannot withdraw an appraisal-rights demand after the end of the exercise period. (j) The Company's board resolved a share consolidation on March 10, 2026, combining five common shares of KRW 500 par value into one common share of KRW 2,500 par value; total shares issued accordingly changed from 45,241,115 to 9,048,223 shares. (k) Termination conditions in the merger agreement: Article 12 (Conditions Precedent), each party's obligation to merge is conditioned on due board/shareholder approvals and satisfaction of required legal requirements, material performance of each party's covenants and obligations, and the absence of any material adverse change in either party's assets, operating results, business condition or prospects between signing and the merger date. Article 13 (Effectiveness and Termination), the agreement takes effect on signing; either party may amend the merger terms or terminate immediately on written notice before the merger date (but not after) if: the parties agree in writing to terminate; either party fails to obtain shareholder approval for the merger; a material adverse change occurs due to force majeure or other cause; a condition precedent under Article 12 is not satisfied by the merger date; or the combined appraisal-rights purchase amount for RFtech and Eco Volt (based on each company's proposed purchase price in its material event report) exceeds KRW 15,000,000,000 (fifteen billion won) as of the end of the exercise period. Upon termination, each party must return or destroy the other's provided data/information within 14 days, without prejudice to damages claims for breach; Articles 13.2 and 15 through 17 survive termination. ※ For further details, please refer to RFtech's securities registration statement to be filed later. ※ Related disclosure: - (condensed translation)

Filed2026-08-04, [Amended] Material event report (merger)
SourceDART rcept 20260804000294 → open original filing

Versions of this filing

  1. 2026-04-14Original
  2. 2026-06-24Amendment 1
  3. 2026-07-10Amendment 2
  4. 2026-08-04Amendment 3 (this page)

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 2026-08-04 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).