Material event report (equity acquisition)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-18) →

What happened

Material Event Report / Korea Exchange Mandatory Disclosure, submitted to the Financial Services Commission / Korea Exchange, dated August 5, 2026. Company: APS Innovation Co., Ltd. CEO: Bae Seong-min. Head office: 40-56 Gajangsaneop-seobuk-ro, Osan-si, Gyeonggi-do. Tel: 031-831-4300. Website: http://www.apsinnovation.com. Preparer: Executive Director Yang Hyeon-yong, Tel: 031-831-4300.

Decision to Acquire Equity Interests and Capital Contribution Securities of Another Company

1. Issuing company: Name: Irae Co., Ltd. Nationality: Republic of Korea. Representative: Yoon Jong-ho. Capital (KRW): 100,000,000. Relationship to the company: none. Total shares issued: 10,000. Main business: cosmetics automation equipment. New shares acquired via third-party placement within the last 6 months: No. 2. Acquisition details: Number of shares acquired: 10,000. Acquisition amount (A) (KRW): 23,500,000,000. Total assets (B) (KRW): 220,491,796,266. A/B ratio: 10.66%. Equity capital (C) (KRW): 166,275,999,886. A/C ratio: 14.13%. 3. Shares owned and ownership ratio after acquisition: shares owned: 10,000. Ownership ratio: 100%. 4. Purpose of acquisition: business diversification and securing new growth engines. 5. Expected acquisition date: August 18, 2026. 6. Counterparty: Name: Yoon Jong-ho and 3 others* (see "15. Other matters material to investment judgment" for counterparty details). Capital, main business, head office, relationship to the company: not applicable (see Item 15). 7. Payment of transaction price: (1) Payment form: cash. (2) Timing: deposit KRW 2,350,000,000 (paid on the August 5, 2026 contract-signing date); balance KRW 21,150,000,000 (paid on the expected contract-closing date of August 18, 2026). (3) Payment timing may change according to the progress schedule. (4) Funding method: cash on hand. 8. External appraisal: Conducted: Yes. Basis and reason: (1) Basis: Capital Markets Act Article 161 and Enforcement Decree Article 171 (the acquired asset amount is at least 10% of total assets per the most recent fiscal year-end financial statements). (2) Reason: to provide reference material for judging the fairness of the expected share-acquisition price. External appraiser: Ichon Accounting Corporation. Appraisal period: July 15, 2026 to August 4, 2026. Appraiser's opinion: to review the fairness of the acquisition price, the appraiser applied the discounted cash flow (DCF) method. Based on the appraiser's analysis described in its opinion, as of the valuation date the value of the target asset was calculated to fall within a range of KRW 23,320 million to KRW 29,471 million (weighted average cost of capital 12.28%~14.28%; perpetual growth rate 0.0%~2.0%). The actual expected acquisition price is KRW 24,500 million; considering this DCF valuation range as of the valuation date, no basis was found to judge it materially inappropriate. 9. Board resolution (decision) date: August 5, 2026. Independent/outside directors present: 1; absent: 0. Audit committee member (non-independent-director auditor) attendance: present. 10. Backdoor listing: No. Plans for third-party-placement capital increase, etc., within the next 6 months: No. 11. Whether the issuing company (the other company) meets backdoor-listing requirements: No. 12. Subject to Fair Trade Commission reporting: not applicable. 13. Put-option or similar agreement: No. Contract details: none. (*Independent director applies to listed companies; outside director to unlisted companies.) 14. Plans for future corporate restructuring: as of the filing date, no specific plan for merger or other restructuring of the company has been decided. 15. Other matters material to investment judgment: (1) This transaction is a single package acquisition under one contract of 100% of the issued shares of Irae Co., Ltd., 100% of the issued shares of Gloco Co., Ltd., and the entire business of Ire Engineering. (2) Closing of this transaction is conditioned on completion of a merger in which Irae Co., Ltd. is the surviving company and Gloco Co., Ltd. is the dissolved company. Accordingly, the company will ultimately acquire 100% of the issued shares of the post-merger Irae Co., Ltd. (3) The business acquisition from Ire Engineering will proceed, after closing, through a separate procedure under which Irae Co., Ltd. acquires its entire business for KRW 1,000,000,000. (4) This transaction is not a set of independent transactions but a package of interlinked transactions; each transaction forms part of the whole, and failure of any one transaction may affect completion of the entire transaction. (5) Item 1 ("Issuing company's capital and total shares issued") is as of the filing date. (6) "Total assets" and "equity capital" in Item 2 are based on the consolidated financial statements for the most recent fiscal year-end (2025). (7) The "number of shares acquired" in Item 2 may change once the merger of Irae Co., Ltd. and Gloco Co., Ltd. is completed, and any change will be disclosed via an amendment, currently: Irae Co., Ltd., 10,000 shares / acquisition amount KRW 23,500,000,000. (8) Item 5 ("expected acquisition date") is the expected closing date and may change by separate agreement between the parties; any change will be disclosed via an amendment. (9) See the attached appraisal opinion of the external appraiser for further details. (10) Details of the above acquisition schedule and payment of the transaction price may change through consultation with the counterparty; any change will be disclosed via an amendment. (Related disclosures: none.)

[Summary financial position of the issuing company] (unit: KRW million): Current year: total assets 4,738; total liabilities 1,632; total equity 3,106; capital stock 100; revenue 10,815; net income 1,031; audit opinion: none stated; external auditor: none stated. Prior year: total assets 4,112; total liabilities 2,038; total equity 2,074; capital stock 100; revenue 12,856; net income 1,682. Year before that: total assets 2,670; total liabilities 2,278; total equity 392; capital stock 100; revenue 5,559; net income 143. The above summary financial figures of the issuing company were prepared under Korean GAAP (general accounting standards) for the current year (2025), prior year (2024) and year before that (2023), respectively.

[Counterparty information] 1. Basic information: Names: Yoon Jong-ho, Kim Go-eun, Yoon Ha-on, Yoon Ye-on. Nationality: Republic of Korea (all four). Address (to administrative-district level): Bundang-gu, Seongnam-si, Gyeonggi-do (all four). Occupation/business: representative director, etc. of the target company. Status and financials of the largest shareholder/CEO/representative executive officer, where the counterparty is a corporation: representative director: not applicable; shares held: not applicable; ownership ratio: not applicable. (unit: KRW million) Most recent fiscal year: fiscal year-end: none stated; total assets: none stated; capital stock: none stated; total liabilities: none stated; revenue: none stated; total equity: none stated; net income/loss: none stated; external auditor: none stated; business-suspension status: none stated; audit opinion: none stated; dissolution status: none stated. 2. Relationship with the company or its largest shareholder/officers: relationship between the company and the counterparty: none stated. Relationship between the company's largest shareholder/officers and the counterparty: none stated. 3. Transactions over the past three years (excluding ordinary-course transactions): current year: none; prior year: none; year before that: none.