Joosung

109070 · KOSPI · Information Technology · SMALL CAP

[Amended] Material event report (business acquisition)

Joosung Corporation Co., Ltd. amends its July 9, 2026 report on acquiring BNP Joosung Co., Ltd.'s logistics business for US$14.1M: the acquisition record date for the US$11.3M (80%) balance payment moves from August 10 to September 17, 2026, funding switches from cash-plus-CB-issuance to cash on hand only, a counterparty address typo is corrected, and a stock-price typo in the appraisal-rights calculation is fixed.

M&A([Amended] Material event report (business acquisition))· FILED 2026-08-05· RCEPT 20260805000297

What happened

Amendment Report, dated August 5, 2026.

1. Disclosure document being amended: Material Event Report (Decision on Business Acquisition) 2. Original filing date of the document being amended: July 9, 2026 3. Amended items:

Item "6. Expected acquisition date", Reason: change of the acquisition record date. Before: acquisition record date August 10, 2026. After: acquisition record date September 17, 2026.

Item "7. Counterparty, head office address", Reason: correction of a simple clerical error. Before: 1 Toegyero 36-gagil, Jung-gu, Seoul. After: 10 Toegyero 36-gagil, Jung-gu, Seoul.

Item "8. Payment of acquisition price", Reason: change of payment timing and funding method. Before: (3) Amount and timing, deposit KRW 4,000,000,000 (20%), paid July 9, 2026 (at contract signing); balance KRW 16,000,000,000 (80%), paid August 10, 2026 (upon shareholders' meeting approval). (4) Funding method: cash on hand and convertible-bond issuance. Note: payment was to follow passage of the relevant agenda at the extraordinary general meeting scheduled August 7, 2026; if rejected, the contract would terminate and no acquisition price would be paid; the above schedule and acquisition price were subject to change. After: (3) Amount and timing, deposit KRW 4,000,000,000 (20%), paid July 9, 2026 (at contract signing); balance KRW 16,000,000,000 (80%), paid September 17, 2026 (upon shareholders' meeting approval). (4) Funding method: cash on hand only. Note: if the extraordinary general meeting scheduled August 7, 2026 rejects the relevant agenda, the contract terminates and no acquisition price will be paid; the above schedule and acquisition price are subject to change.

Item "17. Other matters material to investment judgment", Reason: correction of a simple clerical error, in the stock-purchase-option valuation table: Before: Date 2026-07-08; closing price 1,603; volume 493,749; closing price × volume 641,873,700. After: Date 2026-07-08; closing price 1,300; volume 493,749; closing price × volume 641,873,700 (only the closing-price figure was corrected; volume and the product were already correct).

Material Event Report, submitted to the Financial Services Commission, dated July 9, 2026. Company: Joosung Corporation Co., Ltd. CEO: Heo Yong-ho. Head office: 307 Sigok-ro, Dangjin-si, Chungcheongnam-do. Tel: 070-7563-6333. Website: http://joosungcorp.com. Preparer: Director Park Dae-won, Tel: 02-2027-4707.

Decision on Business Acquisition

1. Business acquired: part of the logistics business of BNP Joosung Co., Ltd. 2. Key details: the entirety of BNP Joosung Co., Ltd.'s logistics (international multimodal freight-forwarding) business segment. 3. Acquisition price (KRW): 20,000,000,000. Whether the entire business is being acquired: Yes. Financial details (KRW): Acquired business segment (A), assets 7,894,041,782; revenue 18,211,714,852; liabilities 3,106,247,151. Whole company (B), assets 41,985,605,299; revenue 85,403,171,510; liabilities 13,046,298,800. Proportion A/B, assets 18.80%; revenue 21.32%; liabilities 23.81%. 4. Purpose of acquisition: to create synergy with the company's existing logistics business and raise corporate value. 5. Expected effect: expand the company's business scope and increase revenue and profitability. 6. Expected acquisition date: contract date July 9, 2026; acquisition record date September 17, 2026 (as amended; originally August 10, 2026). 7. Counterparty: Company name: BNP Joosung Co., Ltd. Capital (KRW): 300,000,000. Main business: multimodal freight forwarding for sea/air import-export. Head office address: 10 Toegyero 36-gagil, Jung-gu, Seoul (corrected by amendment from a clerical error reading "1 Toegyero 36-gagil"). Relationship to the company: largest shareholder. 8. Payment of acquisition price: (1) Total acquisition price: KRW 20,000,000,000. (2) Payment form: cash. (3) Amount and timing: deposit KRW 4,000,000,000 (20%), paid July 9, 2026 (at contract signing); balance KRW 16,000,000,000 (80%), paid September 17, 2026 (upon shareholders' meeting approval; as amended, originally August 10, 2026). (4) Funding method: cash on hand (as amended; originally cash on hand plus convertible-bond issuance). Note: if the extraordinary general meeting scheduled for August 7, 2026 rejects the relevant agenda, this contract terminates and the acquisition price will not be paid; the above expected schedule and acquisition price may change as matters proceed.

9. 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 acquisition price. External appraiser: Samdeok Accounting Corporation. Appraisal period: May 18, 2026 to June 26, 2026. Appraiser's opinion: Samdeok Accounting Corporation (the "Appraiser"), under an appraisal engagement with Joosung Corporation Co., Ltd. (the "Company" or "Acquirer"), a KOSPI-listed company, evaluated the fairness of the business-acquisition price, as of a valuation date of March 31, 2026, for the Company's acquisition of the logistics business segment (the "Target Segment") of the unlisted company BNP Joosung Co., Ltd. Considering comprehensively the nature of the target assets/business and the transaction, and applying one or more suitable valuation approaches among the income approach, the asset/cost approach, and the market approach, the Appraiser concludes that if the business-acquisition price proposed by the Company falls within the range of values produced by its valuation of the Target Segment, that price is "appropriate." This opinion was prepared solely to be used as an attachment to the material event report submitted under the Capital Markets Act regarding the above business acquisition and may not be used for any other purpose or by any other party. The Appraiser complied with the Korean Institute of CPAs' "External Appraisal Performance Standards under the Capital Markets Act (November 2024)," Samdeok Accounting Corporation's own quality-control policy for external appraisal work under the Capital Markets Act, and relevant ethical requirements including the fairness provisions of the CPA code of ethics. The Appraiser applied the discounted cash flow (DCF) method to value the Target Segment. As of the valuation date, the Target Segment's value is calculated to fall within a range of KRW 18,099 million to KRW 23,688 million. Accordingly, the KRW 20,000 million acquisition price agreed between the Company and the seller is judged appropriate in light of this valuation range as of the valuation date.

10. Special resolution of the shareholders' meeting required: Yes. Expected shareholders' meeting date: August 7, 2026. Appraisal rights: Exercise requirements: Under Commercial Act Article 374-2 and Capital Markets Act Article 165-5, a shareholder of record as of the record date for fixing the shareholder register who notifies the company in writing of dissent to the resolution by the day before the shareholders' meeting resolution may request, in writing stating the class and number of shares, that the company purchase the shares it owns (limited to shares held continuously from the record date through the date of exercising the appraisal right) within 20 days after the meeting's resolution date; a request for part of the shareholder's holdings is also allowed. The appraisal right applies only to shares held continuously from the record date through the exercise date, shares sold and reacquired during that period lose the right, and once exercised the right cannot be withdrawn. A shareholder who gave prior written notice of dissent to the board's resolution on the business acquisition but then votes in favor at the shareholders' meeting may not exercise the appraisal right. Because the Company is listed on the KOSPI market, it must purchase the tendered shares within one month after the appraisal-rights exercise period ends. Expected purchase price: KRW 1,566. Exercise procedure, method, period, and place: (1) Method of indicating dissent: a shareholder of record (who has held the shares continuously through the notice date) wishing to exercise the appraisal right must notify the company in writing, before the shareholders' meeting, of dissent to the board's resolution on the business acquisition. A beneficial shareholder whose shares are held through a securities firm must notify that securities firm by 3 business days before the shareholders' meeting; the firm must consolidate such notices and report them to the Korea Securities Depository (KSD) by 2 business days before the meeting, and KSD must notify the company of the dissent on the shareholder's behalf before the meeting date. Cut-off times for online/phone/in-person submissions differ by securities firm. A shareholder may instead notify the company directly in writing before the meeting. (2) Method of requesting purchase: a shareholder who gave the dissent notice may, within 20 days after the meeting's resolution date, request in writing that the company purchase the shares it owns, stating the class and number of shares; the right is limited to shares held continuously through the exercise date. A general shareholder whose shares are held through a securities firm may request the purchase through that firm; if the request reaches the firm by 2 business days before the end of the exercise period, KSD will submit it to the company on the shareholder's behalf. A shareholder may instead notify the company directly in writing by close of business on the last day of the exercise period. (3) Exercise period: record date for fixing the shareholder register: July 15, 2026; period for receiving notices of dissent: July 9, 2026 to August 6, 2026; expected shareholders' meeting date: August 7, 2026; appraisal-rights exercise period: August 7, 2026 to August 28, 2026. (4) Exercise locations: beneficial shareholders, their own securities firm; shareholders of record, Suite 1010, Building B, 40 Imi-ro, Uiwang-si, Gyeonggi-do (Pogil-dong, Indeogwon IT Valley). Expected payment timing and method: (1) within one month after the end of the appraisal-rights exercise period; (2) holders of special accounts (formerly shareholders of record), paid in cash or transferred to the shareholder's registered bank account; general shareholders whose shares are held through a securities firm, transferred to the shareholder's own account at that firm. Restrictions on the appraisal right: as described above under Commercial Act Article 374-2, limited to shares held continuously from the record date through exercise; lost upon voting for the acquisition after a prior dissent notice; cannot be withdrawn once exercised. Effect on the contract: if the Company's shareholders' meeting does not approve this business acquisition, this contract terminates automatically without separate notice. If the aggregate appraisal-rights purchase price payable to the acquirer's dissenting shareholders in connection with this business acquisition exceeds KRW 5 billion, the buyer may terminate this contract by written notice to the seller.

11. Board resolution (decision) date: July 9, 2026. Independent/outside directors present: 5; absent: 0. Audit committee member (non-independent-director auditor) attendance: present. 12. Backdoor listing: No. Plans for third-party-placement capital increase, etc., within the next 6 months: Yes. 13. Whether the other company meets backdoor-listing requirements: not applicable. 14. Subject to Fair Trade Commission reporting: not applicable. 15. Put-option or similar agreement: No. Contract details: none. (*Independent director applies to listed companies; outside director to unlisted companies.) 16. Plans for future corporate restructuring: the acquired business will be absorbed into a division of the acquiring company without establishing a separate legal entity. 17. Other matters material to investment judgment: (1) In Item 3, the assets and liabilities of the "Acquired business segment (A)" are as of March 31, 2026, and its revenue covers January 1, 2026 to March 31, 2026; the "Whole company (B)" figures are based on the consolidated financial statements for the full 17th fiscal year (January 1, 2025 to December 31, 2025) under K-IFRS. (2) In Item 6, "contract date" is the date the company's board resolved and both parties signed the contract; "acquisition record date" is the effective date on which the seller transfers the acquired business assets to the acquirer; completion of the asset-succession procedures marks the closing date of the business acquisition, which may change depending on the acquisition contract's terms and the schedule for filings with relevant authorities. (3) The "capital" figure for the counterparty in Item 7 is based on the financial statements in its FY2025 year-end audit report. (4) Expected share-purchase price for the appraisal right: (a) Price proposed by the company for negotiation: under Commercial Act Article 374-2 and Capital Markets Act Article 165-5, the purchase price is, per Enforcement Decree Article 176-7(3)(1), the arithmetic mean of the volume-weighted average closing price over the most recent 2 months, 1 month, and 1 week before the day preceding the board resolution on the business acquisition (each subject to an ex-dividend/ex-rights base-price-adjustment proviso). [Method for calculating the expected share-purchase price] (Capital Markets Act Enforcement Decree Article 176-7(3)): (i) Most recent 2-month volume-weighted average price: KRW 1,664 (May 9, 2026, July 8, 2026). (ii) Most recent 1-month volume-weighted average price: KRW 1,580 (June 9, 2026, July 8, 2026). (iii) Most recent 1-week volume-weighted average price: KRW 1,452 (July 2, 2026, July 8, 2026). Base purchase price [(i)+(ii)+(iii)]/3: KRW 1,566. [Calculation detail] (unit: KRW, shares, date: closing price; volume; closing price × volume): 2026-07-08: 1,300; 493,749; 641,873,700 (closing price as corrected by the August 5, 2026 amendment from 1,603, a clerical error; volume and the product were already correct). 2026-07-07: 1,439; 331,768; 477,414,152. 2026-07-06: 1,495; 275,491; 411,859,045. 2026-07-03: 1,517; 239,796; 363,770,532. 2026-07-02: 1,595; 363,255; 579,391,725. 2026-07-01: 1,704; 365,990; 623,646,960. 2026-06-30: 1,590; 143,180; 227,656,200. 2026-06-29: 1,557; 352,109; 548,233,713. 2026-06-26: 1,592; 555,638; 884,575,696. 2026-06-25: 1,531; 458,401; 701,811,931. 2026-06-24: 1,721; 486,458; 837,194,218. 2026-06-23: 1,610; 940,037; 1,513,459,570. 2026-06-22: 1,701; 666,331; 1,133,429,031. 2026-06-19: 1,650; 572,646; 944,865,900. 2026-06-18: 1,561; 238,428; 372,186,108. 2026-06-17: 1,603; 1,203,417; 1,929,077,451. 2026-06-16: 1,530; 299,868; 458,798,040. 2026-06-15: 1,490; 157,224; 234,263,760. 2026-06-12: 1,500; 315,609; 473,413,500. 2026-06-11: 1,512; 289,966; 438,428,592. 2026-06-10: 1,503; 837,596; 1,258,906,788. 2026-06-09: 1,722; 647,275; 1,114,607,550. 2026-06-08: 1,617; 552,774; 893,835,558. 2026-06-05: 1,815; 1,250,327; 2,269,343,505. 2026-06-04: 1,767; 1,936,664; 3,422,085,288. 2026-06-02: 1,660; 1,319,282; 2,190,008,120. 2026-06-01: 1,632; 4,917,179; 8,024,836,128. 2026-05-29: 1,369; 389,835; 533,684,115. 2026-05-28: 1,348; 522,420; 704,222,160. 2026-05-27: 1,413; 386,927; 546,727,851. 2026-05-26: 1,530; 466,304; 713,445,120. 2026-05-22: 1,536; 264,186; 405,789,696. 2026-05-21: 1,509; 523,019; 789,235,671. 2026-05-20: 1,452; 1,123,876; 1,631,867,952. 2026-05-19: 1,445; 525,819; 759,808,455. 2026-05-18: 1,512; 586,653; 887,019,336. 2026-05-15: 1,591; 731,116; 1,163,205,556. 2026-05-14: 1,733; 580,554; 1,006,100,082. 2026-05-13: 1,792; 800,252; 1,434,051,584. 2026-05-12: 1,886; 2,630,102; 4,960,372,372. 2026-05-11: 1,860; 5,092,530; 9,472,105,800. (i) 2-month volume-weighted average closing price (May 9, July 8, 2026): KRW 1,664. (ii) 1-month (June 9, July 8, 2026): KRW 1,580. (iii) 1-week (July 2, July 8, 2026): KRW 1,452. Arithmetic mean = (i+ii+iii)/3: KRW 1,566. (b) Procedure if agreement is not reached: the price is determined based on the exchange trading price of the shares under Capital Markets Act Article 165-5; a shareholder who requested the purchase and disagrees with that price may apply to the court to determine the purchase price. (c) The share-purchase price and the exercise of the appraisal right may change through consultation with shareholders as necessary. (d) Exercise procedure, method, period, and place: same dissent-notice and purchase-request procedure as described under Item 10 above; record date July 15, 2026; dissent-notice period July 9, August 6, 2026; appraisal-rights exercise period August 7, August 28, 2026; exercise locations as listed under Item 10; restrictions and effect on the contract as described under Item 10 above. (c) [renumbered] Nature of any interest the company has or had with the business-acquisition counterparty, transactions over the past three years (excluding ordinary-course transactions): current year (2026): none; prior year (2025): none; year before that (2024): none. (Related disclosures: none.)

Filed2026-08-05, [Amended] Material event report (business acquisition)
SourceDART rcept 20260805000297 → open original filing

Versions of this filing

  1. 2026-07-09Original
  2. 2026-08-05Amendment 1 (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 2026-08-05 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).