What happened
Material Event Report (Decision on Company Merger) Form 6.2
HLB Global Co., Ltd. Material Event Report / Korea Exchange Reporting Obligation
To: Financial Services Commission / Korea Exchange Date: August 7, 2026
Company name: HLB Global Co., Ltd. Representative Director: Kim Gwang-jae Head office address: Unit 101, 1st Floor, 3583-1 Sogeumgang-ro, Sabuk-eup, Jeongseon-gun, Gangwon State (Hi-City I) (Tel) 02-6925-4450 (Website) http://www.hlbglobal.co.kr Preparer: (Title) Director (Name) Park Seong-ha (Tel) 02-6925-4450
Decision on Company Merger
1. Merger method: HLB Global Co., Ltd. will absorb Purplish Co., Ltd. - Surviving company: HLB Global Co., Ltd. - Dissolving company: Purplish Co., Ltd. * Company surviving after the merger: HLB Global Co., Ltd. - Merger type: Small-scale merger
2. Purpose of merger: Enhancing corporate value through increased management efficiency
3. Material impact and effects of the merger (1) Effect on the company's management: As of the date of submission of this report, the largest shareholder of Purplish Co., Ltd. is HLB Global Co., Ltd., which holds a 100% equity interest. Upon completion of this merger, HLB Global Co., Ltd. will remain as the surviving company, and Purplish Co., Ltd. will be dissolved after the merger. The merging company will not issue new shares in connection with this merger. There will be no change in HLB Global Co., Ltd.'s largest shareholder after completion. (2) Effect on finances and business: Through this merger, the company expects to increase management efficiency by efficiently utilizing human and physical resources, and anticipates a positive impact on the company's finances and business.
4. Merger ratio: HLB Global Co., Ltd. : Purplish Co., Ltd. = 1.0000000 : 0.0000000 (In the case of a merger dissolving a special purpose acquisition company, the multiple of the reference price on the listing date of the merger new shares relative to the closing price on the last trading day of the special purpose acquisition company) -
5. Basis for calculation of the merger ratio: The merging company, HLB Global Co., Ltd., owns 100% of the shares of the merged company, Purplish Co., Ltd., and since the merging company will not issue new shares for the merged company's shares, the merger ratio was calculated as 1.0000000 : 0.0000000. Corporate value - surviving company: -; dissolving company: -
6. Matters concerning external appraisal: Whether external appraisal was conducted: Not applicable. Basis and reason: The proviso of Article 176-5(8)(2)(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that, where a company owning all issued shares of another company merges with that company without issuing new shares, an external appraisal institution's evaluation of the appropriateness of the merger price is not required. As this merger falls under that provision, no external appraisal was conducted. Name of external appraisal institution: -; External appraisal period: -; External appraisal opinion: -
7. Type and number of merger new shares (shares): Common shares -; Class shares -
8. Merger counterparty company Company name: Purplish Co., Ltd. (PURPLISH) Main business: Operation and sale of a cosmetics brand Relationship with the company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 1,061,025,102; Capital stock 10,000,000; Total liabilities 385,120,224; Revenue 5,677,737,072; Total equity 675,904,878; Net income 593,930,324 External audit: Institution name -; Audit opinion - (In the case of a merger dissolving a special purpose acquisition company): Representative director -; Date of incorporation 2019-08-20; Head office location -; Scheduled securities registration statement filing date -
9. Newly established merged company: Company name -; Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock -. Revenue of the newly established business segment for the most recent fiscal year, as of now (KRW): -; Main business: -; Re-listing application: Not applicable
10. Merger schedule Merger agreement date: August 10, 2026 Shareholder record date: August 24, 2026 Shareholder register closure period: Start -; End - Period for receiving notice of dissent to the merger: Start August 24, 2026; End September 7, 2026 Scheduled shareholders' meeting date: - Appraisal rights exercise period: Start -; End - Old share certificate submission period: Start -; End - Scheduled trading suspension period: Start -; End - Creditor objection submission period: Start September 8, 2026; End October 8, 2026 Merger effective date: October 12, 2026 Completion report shareholders' meeting date: October 13, 2026 Scheduled merger registration date: October 13, 2026 Scheduled new share certificate delivery date: -; Scheduled new share listing date: -
11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the backdoor-listing requirements for another company are met: Not applicable
13. Matters concerning appraisal rights: Exercise requirements: As this merger proceeds as a small-scale merger, appraisal rights are not granted to shareholders of HLB Global Co., Ltd. Planned purchase price: -; Exercise procedure, method, period, location: -; Scheduled payment time and method: -; Restrictions on appraisal rights: -; Effect on the contract: -
14. Board resolution date (decision date): August 7, 2026. Attendance of independent (outside) directors*: Present 2; Absent -. Attendance of auditor (audit committee member who is not an independent (outside) director*): Present
15. Whether a put option or similar contract was executed: No; Contract details: -
16. Whether subject to securities registration statement filing: No. Reason for exemption: As this merger is a no-capital-increase merger not issuing merger new shares, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger. * For listed companies, this refers to independent directors; for unlisted companies, outside directors.
17. Plans for future corporate restructuring: As of the date of submission of this report, there are no corporate restructuring matters currently underway or planned after completion of the merger.
18. Other material matters relevant to investment decisions a. As the surviving company, HLB Global Co., Ltd. is pursuing this merger as a small-scale merger, and pursuant to Article 527-3(1) of the Commercial Act, HLB Global Co., Ltd. will not hold a shareholders' meeting for merger approval, with board approval replacing shareholders' meeting approval. However, pursuant to Article 527-3(4) of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify dissent to the merger in writing within 2 weeks from the merger announcement date, this merger cannot proceed as a small-scale merger. Also, as this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of the merging company, HLB Global Co., Ltd. b. The financial details of the merger counterparty company in Item 8 above are based on the financial statements as of the end of fiscal year 2025. * Related disclosures: Not applicable
[Detailed Description of Material Matters Related to the Merger]
1. Overview of the merger (1) Basic matters concerning the merger 1) Merger counterparty Surviving company after merger: Name HLB Global Co., Ltd.; Head office location Unit 101, 1st Floor, 3583-1 Sogeumgang-ro, Sabuk-eup, Jeongseon-gun, Gangwon State (Hi-City I); Representative director Kim Gwang-jae; Listing status: KOSPI-listed company Dissolving company after merger: Name Purplish Co., Ltd.; Head office location 15th Floor, 45 Yanghwa-ro, Mapo-gu, Seoul (Seogyo-dong, Sea Tower); Representative Kim Gwang-jae; Listing status: Unlisted company
2) Background of the merger: The merging company, HLB Global Co., Ltd., aims to enhance corporate value through increased management efficiency by absorbing the merged company, Purplish Co., Ltd. 3) Whether this constitutes a backdoor listing: Not applicable. 4) Material impact on management, finances, business, etc.: As of the date of submission of this report, HLB Global Co., Ltd. owns 100% of the shares issued by Purplish Co., Ltd., and the merger is being conducted as a no-capital-increase merger without issuing merger new shares. Upon completion, HLB Global Co., Ltd. will remain as the surviving company and Purplish Co., Ltd. will be dissolved after the merger, with no change in HLB Global Co., Ltd.'s largest shareholder. 5) Plans for future corporate restructuring: As of the date of submission of this report, there are no corporate restructuring matters currently underway or planned after completion of the merger. 6) Overview of the counterparty company: Please refer to "2. Matters Concerning the Merger Counterparty Company" below.
7) Form of the merger (a) Merger method: HLB Global Co., Ltd. will absorb Purplish Co., Ltd.; HLB Global Co., Ltd. will survive and Purplish Co., Ltd. will be dissolved. (b) Whether small-scale or simplified merger, and basis: As the merged company, Purplish Co., Ltd., is a wholly owned subsidiary of the merging company, and the merger is conducted as a no-capital-increase merger in which HLB Global Co., Ltd. does not issue new shares, the surviving company constitutes a small-scale merger under Article 527-3(1) of the Commercial Act, and merger approval is replaced by board approval. (c) Listing plan for the surviving company after the absorption-type merger: HLB Global Co., Ltd., the surviving company, is a KOSPI-listed company as of the date of submission of this report and will retain its status as a KOSPI-listed company after the merger. (d) Notable matters on the merger method: Although pursued as a small-scale merger, pursuant to Article 527-3(4) of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify dissent to the merger in writing within 2 weeks from the merger announcement date, this merger cannot proceed as a small-scale merger. Also, as this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of the merging company.
8) Progress and schedule (a) Progress to date: The board resolved to approve the merger on August 7, 2026, and the merger agreement is scheduled to be executed on August 10, 2026. (b) Key merger schedule Merger board resolution date: August 7, 2026 Announcement of shareholder record date setting: August 7, 2026 Merger agreement date: August 10, 2026 Record date for determining shareholders of record: August 24, 2026 Small-scale merger announcement: August 24, 2026 Period for receiving notice of dissent to the merger: Start August 24, 2026; End September 7, 2026 Board resolution date replacing the shareholders' meeting for merger approval: September 8, 2026 Creditor objection submission period: Start September 8, 2026; End October 8, 2026 Merger effective date: October 12, 2026 Board resolution date replacing the shareholders' meeting for the merger completion report: October 13, 2026 Merger completion report announcement: October 13, 2026 Scheduled merger registration date: October 13, 2026 - As the merging company, HLB Global Co., Ltd. proceeds under the small-scale merger method of Article 527-3 of the Commercial Act, appraisal rights are not granted, and merger approval is replaced by board approval. - For HLB Global Co., Ltd., the merger completion report shareholders' meeting is replaced by a board resolution and announcement procedure. - For HLB Global Co., Ltd., this merger announcement is made on the company's website (http://www.hlbglobal.co.kr) pursuant to the company's articles of incorporation. - The above merger schedule is the expected schedule as of the date of submission of this material event report and may change due to consultation and approval processes with relevant authorities. (c) Securities registration statement: Not subject to filing; reason for exemption: no-capital-increase merger.
9) Conditions for completion of the merger: As this is a small-scale merger, pursuant to Article 527-3(4) of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify dissent to the merger in writing within 2 weeks from the small-scale merger announcement date, the small-scale merger cannot proceed; in such case, whether to proceed will be decided later through the board.
10) Regulations or special provisions under relevant laws: The merging company, HLB Global Co., Ltd., must take all necessary or desirable measures to carry out this merger in accordance with the creditor protection procedures prescribed in Article 527-5 of the Commercial Act, as well as the Commercial Act, the KOSPI listing regulations, and the merger agreement. From the execution of the merger agreement until the merger date, HLB Global Co., Ltd. must perform its duties and manage and operate all property with the duty of care of a prudent manager, and must consult with the other party in advance when taking any action that materially affects property or rights/obligations. Immediately after the merger date, HLB Global Co., Ltd. must report and resolve on the completion of the merger at a board meeting or shareholders' meeting, and must implement follow-up measures such as registering the merger with the competent court pursuant to the Commercial Act.
(2) Merger price and basis for its calculation 1) The merging company, HLB Global Co., Ltd., owns 100% of the shares of the merged company, Purplish Co., Ltd., and since the merger is conducted by a no-capital-increase method without issuing new shares, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether external appraisal was conducted: The proviso of Article 176-5(8)(2)(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that, where a company owning all issued shares of another company merges with that company without issuing new shares, an external appraisal institution's evaluation of the appropriateness of the merger price is not required. As this merger falls under that provision, no external appraisal institution evaluation was conducted.
(3) Investment risk factors related to the merger 1) Investment risk factors related to the merger, etc. (a) If, between the execution date of the merger agreement and the merger date, a material change occurs in the property or management condition of the surviving or dissolving company due to an act of God or other causes, this agreement may be amended or terminated through consultation between the merging parties. (b) If shareholders holding 20% or more of HLB Global Co., Ltd.'s total issued shares notify HLB Global Co., Ltd. in writing of their dissent to the small-scale merger pursuant to Article 527-3(4) of the Commercial Act, changes to the merger method and schedule will occur. 2) Future listing or possibility of delisting of new shares allotted under the merger: This merger is conducted as a no-capital-increase merger not issuing merger new shares. Also, this merger does not constitute a backdoor listing, and there is no possibility of delisting as a result of this merger. 3) Risk factors to consider when investing in related securities if the merger is completed: This merger is a small-scale merger of the wholly owned (100%) subsidiary Purplish Co., Ltd., and there are no securities subject to offering or sale in connection with this merger. Also, as the effect on the consolidated financial statements is the same before and after the merger, the risk factors to consider when investing in securities are limited. 4) Option contracts related to the merger: Not applicable.
(4) Matters concerning appraisal rights: As this merger proceeds under the small-scale merger method pursuant to Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of the merging company, HLB Global Co., Ltd. Also, as the merged company, Purplish Co., Ltd., is a wholly owned (100%) subsidiary of HLB Global Co., Ltd., no appraisal rights arise.
(5) Interests between the merging parties, etc. 1) Relationship with the counterparty company (a) As of the date of submission of this report, HLB Global Co., Ltd. owns 100% of the shares of Purplish Co., Ltd., making Purplish Co., Ltd. a wholly owned subsidiary of HLB Global Co., Ltd. (b) Concurrent officer positions: Kim Gwang-jae: Inside Director/Representative Director (HLB Global Co., Ltd.); Inside Director (Purplish Co., Ltd.) (c) Where the largest shareholder of one party is a related party of the other: Not applicable as of the date of submission of this report. (d) Other competitive or complementary business relationships, etc.: Not applicable as of the date of submission of this report.
2) Transactions between the counterparty companies (a) Equity investment between the companies: As of the date of submission of this report, HLB Global Co., Ltd. owns 100% of the shares of Purplish Co., Ltd. Company name: Purplish Co., Ltd.; Number of shares: 2,000; Ownership ratio: 100%; Remarks: - (b) Debt guarantees and collateral provision between the companies: Not applicable as of the date of submission of this report. (c) Sale/purchase transactions between the companies: Not applicable as of the date of submission of this report. (d) Trade receivables/payables between the companies: Not applicable as of the date of submission of this report. 3) Transactions with the largest shareholders of the companies: Not applicable as of the date of submission of this report.
2. Matters concerning the merger counterparty company (1) Company overview: Company name: Purplish Co., Ltd.; Representative: Kim Gwang-jae; Head office address: 15th Floor, 45 Yanghwa-ro, Mapo-gu, Seoul (Seogyo-dong, Sea Tower); Main business: Operation and sale of a cosmetics brand; Fiscal year-end month: December; Date of incorporation: August 20, 2019; Number of officers and employees: 3; Total issued shares (par value): 2,000 shares (par value KRW 5,000)
a. Corporate history (a) Head office address changes during the disclosure period (most recent 3 years): Change date 2024-03-15; Change details: Changed to 15th Floor, 45 Yanghwa-ro, Mapo-gu, Seoul. (b) Material changes in management and auditors during the disclosure period (most recent 3 years): Change date 2025-03-25; Type of shareholders' meeting: Regular shareholders' meeting; Appointed: Kim Gwang-jae (Inside Director), Oh Tae-in (Inside Director/Representative Director); Term expiration or dismissal: - Change date 2025-12-31; Oh Tae-in (Inside Director/Representative Director) resigned (c) Change in largest shareholder: The largest shareholder changed from TI Corporation Co., Ltd. to HLB Global Co., Ltd. on July 1, 2023. (d) Change of trade name: Not applicable. (e) Composition, corporate reorganization, or similar proceedings, past or ongoing: Not applicable. (f) Details of any merger, etc. undertaken by the company: Not applicable. (g) Change in the company's industry or main business: Not applicable.
b. Changes in capital stock: Not applicable. c. Total number of shares, etc. (as of the date of submission of this report) (Unit: shares) Classification: Common shares; Remarks I. Total number of shares authorized to be issued: 100,000,000 II. Total number of shares issued to date: 2,000 III. Total number of shares decreased to date: - IV. Total issued shares (II-III): 2,000 V. Number of treasury shares: - VI. Shares outstanding (IV-V): 2,000 d. Treasury share acquisition and disposal status: Not applicable. e. Matters concerning the articles of incorporation: Purplish Co., Ltd.'s articles of incorporation were amended by resolution of the shareholders' meeting on March 25, 2025.
(2) Business description: Purplish Co., Ltd. was established on August 20, 2019, and is a media-commerce company operating its own cosmetics brand, PURPLISH, with its main business being the planning, manufacture, and sale of color and basic skincare cosmetics.
(3) Financial matters 1) Statement of financial position for the most recent 3 years (Unit: KRW) Classification: 2025; 2024; 2023 Current assets: 1,058,989,008; 529,659,350; 157,050,988 Non-current assets: 2,036,094; 0; 60,788,453 Total assets: 1,061,025,102; 529,659,350; 217,839,441 Current liabilities: 382,520,696; 447,684,796; 377,389,766 Non-current liabilities: 2,599,528; 0; 0 Total liabilities: 385,120,224; 447,684,796; 377,389,766 Capital stock: 10,000,000; 10,000,000; 10,000,000 Capital surplus: 0; 0; 0 Capital adjustments: 0; 0; 0 Retained earnings: 665,904,878; 71,974,554; -169,550,325 Total equity: 675,904,878; 81,974,554; -159,550,325 Total liabilities and equity: 1,061,025,102; 529,659,350; 217,839,441
2) Income statement for the most recent 3 years (Unit: KRW) Revenue: 5,677,737,072; 2,854,450,607; 9,227,370 Cost of sales: 850,903,562; 426,316,040; 40,768,538 Gross profit (loss): 4,826,833,510; 2,428,134,567; -31,541,168 SG&A expenses: 4,126,108,750; 2,188,877,649; 56,962,693 Operating income (loss): 700,724,760; 239,256,918; -88,503,861 Non-operating income: 8,507,644; 27,993,379; 33,678 Non-operating expenses: 13,412,136; 22,741,576; 19,735,309 Income (loss) before income tax: 695,820,268; 244,508,721; -108,205,492 Income tax expense: 101,889,944; 2,983,842; - Net income (loss): 593,930,324; 241,524,879; -108,205,492
a. Matters concerning restatement of financial statements, etc.: Not applicable. b. Dividends: No dividend history. Purplish Co., Ltd.'s articles of incorporation provide as follows regarding dividends and interim dividends: Article 54 (Dividends of Profits) (1) Dividends of profits may be paid in cash or in property other than cash. (2) The dividends under the preceding paragraph shall be paid to the shareholders recorded in the shareholder register, or to registered pledgees, as of each fiscal year-end. (3) Where profits are distributed in the form of shares, if the company has issued more than one class of shares, the dividend may be paid in the same class of shares respectively. Article 55 (Interim Dividends) (1) The company may pay an interim dividend once a year by resolution of the board, pursuant to Article 462-3 of the Commercial Act.
c. Matters concerning the issuance of equity securities: Share issuance date 2019-08-20; Form of issuance: Incorporation; Type: Common shares; Quantity: 2,000; Par value per share (KRW): 5,000; Issue price per share (KRW): 5,000
(4) External auditor's audit opinion Fiscal year 2025: Auditor -; Audit opinion: Not subject to external audit; Special notes: - Fiscal year 2024: Auditor -; Audit opinion: Not subject to external audit; Special notes: - Fiscal year 2023: Auditor -; Audit opinion: Not subject to external audit; Special notes: - * Purplish Co., Ltd. does not undergo an external auditor's audit, as it is not a company subject to mandatory external audit under Article 5 of the Enforcement Decree of the Act on External Audit of Stock Companies, etc.
(5) Board of directors and other company bodies a. Board of directors (a) Composition of the board: As of the date of this material event report, Purplish Co., Ltd. is composed of 1 inside director. Name: Kim Gwang-jae; Position: Inside Director; Field of activity: Board of directors; Appointment date: 2025-03-25. (b) Material board resolutions: Not applicable. (c) Board committees: No separate board committees are established. (d) Independence of directors: Purplish Co., Ltd.'s director meets the basic legal requirements under the Commercial Act and other relevant laws, and no outside director has been appointed. b. Audit system: Pursuant to the proviso of Article 46(1) of the articles of incorporation, a company with total capital stock of less than KRW 1 billion may choose not to appoint an auditor; Purplish Co., Ltd.'s capital stock is KRW 10,000,000, so under this proviso no auditor was appointed. c. Shareholders' exercise of voting rights (a) Voting system: Cumulative voting, written voting, or electronic voting is not adopted. (b) Minority shareholder rights: No minority shareholder rights were exercised during the disclosure period. (c) Competition for management control: No competition for management control occurred during the disclosure period. (6) Shareholders: HLB Global Co., Ltd. owns 100% of the equity interest in Purplish Co., Ltd. as of the date of this material event report. For matters relating to HLB Global Co., Ltd., the largest shareholder of Purplish Co., Ltd., please refer to HLB Global Co., Ltd.'s business report. (7) Officers and employees: As of the date of this material event report, Purplish Co., Ltd. is composed of 1 inside director (Kim Gwang-jae), and the total number of officers and employees, including the inside director, is 3. (8) Affiliated companies: HLB Global Co., Ltd. does not belong to a mutual-investment-restricted business group as defined under the Monopoly Regulation and Fair Trade Act, and HLB Global Co., Ltd. owns 100% of the equity interest in Purplish Co., Ltd. (9) Other matters necessary for investor protection 1) Material litigation: Not applicable. 2) Payment guarantees received: Not applicable. 3) Status of sanctions: Not applicable.
| Filed | 2026-08-07, Material event report (merger) |
|---|---|
| Source | DART rcept 20260807000649 → open original filing |
Source: DART. Information only, not investment advice.
