What happened
Material Event Report (Decision on Company Merger) Form 6.2
Kumho Petrochemical Co., Ltd. Material Event Report / Korea Exchange Reporting Obligation
To: Financial Services Commission / Korea Exchange Date: August 10, 2026
Company name: Kumho Petrochemical Co., Ltd. Representative Director: Baek Jong-hoon Head office address: 100 Cheonggyecheon-ro, Jung-gu, Seoul (Supyo-dong, Signature Towers Seoul) (Tel) 02-6961-1114 (Website) http://www.kkpc.com Preparer: (Title) Head of Management Division (Name) Ko Young-do (Tel) 02-6961-1114
Decision on Company Merger
1. Merger method Kumho Petrochemical Co., Ltd. will absorb K&H Special Gas Co., Ltd. - Surviving company: Kumho Petrochemical Co., Ltd. - Dissolving company: K&H Special Gas Co., Ltd. - Merger type: Small-scale merger
2. Purpose of merger Increasing management efficiency and strengthening business competitiveness
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 merging company, Kumho Petrochemical Co., Ltd., holds 100% of the shares issued by the merged company, K&H Special Gas Co., Ltd. The merging company will absorb the merged company at a merger ratio of 1:0, and will not issue any new shares as a result. Upon completion, there will be no change in the largest shareholder, and Kumho Petrochemical Co., Ltd. will remain the surviving company. 2) Effect on finances and business: This merger is not expected to have a significant impact on the management, finances, or business of the surviving company, Kumho Petrochemical Co., Ltd., but is expected to increase management efficiency and strengthen business competitiveness through the efficient combination of human and physical resources.
4. Merger ratio Kumho Petrochemical Co., Ltd. : K&H Special Gas 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, Kumho Petrochemical Co., Ltd., owns 100% of the shares of the merged company, K&H Special Gas Co., Ltd., and since no new shares will be issued 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: Article 165-4 of the Financial Investment Services and Capital Markets Act and the proviso of Article 176-5(8)(2)(b) of its Enforcement Decree provide 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. This merger falls under that provision, so 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: K&H Special Gas Co., Ltd. Main business: Manufacture of industrial gases Relationship with the company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 18,652,247,351; Capital stock 1,045,160,000; Total liabilities 12,409,346,929; Revenue 3,204,734,370; Total equity 6,242,900,422; Net income -75,023,148 External audit: Institution name Dongseo Accounting Corporation; Audit opinion Unqualified (In the case of a merger dissolving a special purpose acquisition company) Representative director: -; Date of incorporation: -; 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 12, 2026 Shareholder record date: August 25, 2026 Shareholder register closure period: Start -; End - Period for receiving notice of dissent to the merger: Start August 26, 2026; End September 9, 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 21, 2026; End October 21, 2026 Merger effective date: November 1, 2026 Completion report shareholders' meeting date: November 10, 2026 Scheduled merger registration date: November 10, 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 is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Kumho Petrochemical 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 10, 2026 Attendance of independent (outside) directors*: Present 8; Absent 0 Attendance of auditor (audit committee member who is not an independent (outside) director*): -
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, Kumho Petrochemical Co., Ltd. has no finalized plans for corporate restructuring currently underway or planned after completion of the merger.
18. Other material matters relevant to investment decisions 1) As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and board approval replaces shareholders' meeting approval. 2) 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 in writing within 2 weeks from the merger announcement date, this merger cannot proceed as a small-scale merger. 3) The financial details of the merger counterparty company in Item 8 are based on financial statements as of the end of fiscal year 2025. 4) If, between execution of the merger agreement and the merger date (or the deadline set in the merger agreement), a cause for termination or need to amend the agreement arises, the merger agreement may be amended or terminated. 5) The above merger schedule is the expected schedule as of the disclosure date and may change depending on consultation and approval with relevant authorities and circumstances of the merging parties. 6) The merger completion report shareholders' meeting is scheduled to be replaced by a board announcement pursuant to Article 526(3) of the Commercial Act. 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 Kumho Petrochemical Co., Ltd.; Location 100 Cheonggyecheon-ro, Jung-gu, Seoul (Supyo-dong, Signature Towers Seoul); Representative director Baek Jong-hoon; Listing status Listed company Dissolving company after merger: Name K&H Special Gas Co., Ltd.; Location 1293-4 Hwachi-dong, Yeosu-si, Jeollanam-do; Representative director Jang Gap-jong; Listing status Unlisted company
2) Background of the merger: This merger aims to reduce unnecessary operating costs, increase management efficiency, and strengthen business competitiveness by having Kumho Petrochemical Co., Ltd. absorb K&H Special Gas Co., Ltd.
3) Whether this constitutes a backdoor listing: Not applicable.
4) Material impact on management, finances, business, etc.: As K&H Special Gas Co., Ltd., whose main business is the manufacture of industrial gases, is a subsidiary of Kumho Petrochemical Co., Ltd., the merger is not expected to significantly affect consolidated management, finances, or business.
5) Plans for future corporate restructuring: As of the date of submission, no finalized plans exist regarding corporate restructuring 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: Kumho Petrochemical Co., Ltd. will absorb K&H Special Gas Co., Ltd.; Kumho Petrochemical Co., Ltd. will survive and K&H Special Gas Co., Ltd. will be dissolved. (b) Whether small-scale or simplified merger, and basis: This merger is a small-scale merger under Article 527-3 of the Commercial Act (no new shares or treasury shares are issued as consideration, and cash provided to shareholders of the dissolving company does not exceed 5% of net asset value), to be approved by board resolution. (c) Notable matters on the merger method: Pursuant to Article 527-3 of the Commercial Act, if shareholders holding 20% or more of Kumho Petrochemical Co., Ltd.'s total issued shares notify dissent in writing within 2 weeks from the merger announcement date, this merger cannot proceed as a small-scale merger. As a small-scale merger, appraisal rights are not granted to Kumho Petrochemical Co., Ltd. shareholders.
8) Key merger schedule Merger board resolution date: August 10, 2026; - Announcement of shareholder record date setting: August 10, 2026; Announced on company website Material event report submission: August 10, 2026; - Merger agreement date: August 12, 2026; - Shareholder record date: August 25, 2026; - Small-scale merger announcement: August 26, 2026; Announced on company website Period for receiving notice of dissent: Start August 26, 2026; End September 9, 2026; - Board resolution date for merger approval: September 15, 2026; Replaces shareholders' meeting Creditor objection announcement: September 21, 2026; Announced on company website Creditor objection period: Start September 21, 2026; End October 21, 2026; - Merger effective date: November 1, 2026; - Merger completion report board resolution date: November 10, 2026; Replaces shareholders' meeting Merger completion report announcement: November 10, 2026; Announced on company website Scheduled merger registration date: November 10, 2026; -
Note 1) The above schedule is the expected schedule as of the report submission date and may change due to permits/approvals under relevant laws and consultation with relevant authorities. Note 2) The "shareholder record date" refers to the record date for determining shareholders of Kumho Petrochemical Co., Ltd. entitled to express dissent to the small-scale merger. Note 3) The merger completion report will be replaced by a board resolution announcement.
9) Securities registration statement: Not subject to filing; reason for exemption: no-capital-increase merger.
10) Conditions for the merger to be completed: Please refer to "(3) Investment Risk Factors - 1) Risk Factors That Make Completion of the Merger Difficult" below.
(2) Merger ratio and basis for its calculation 1) The surviving company, Kumho Petrochemical Co., Ltd., owns 100% of the shares of the dissolving company, K&H Special Gas Co., Ltd., and since no merger new shares will be issued for the dissolving company's shares, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether external appraisal was conducted: Pursuant to the proviso of Article 176-5(8)(2)(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no external appraisal institution evaluation was conducted.
(3) Investment risk factors 1) Risk factors that make completion of the merger difficult (a) Conditions for loss of effect of the merger agreement (Article 13, Effectiveness and Loss of Effect): 13.1 This agreement becomes effective upon execution. However, if any of the following causes arises, each party may immediately terminate this agreement by written notice to the other party on or before the merger date: (1) The parties mutually agree in writing to terminate this agreement (2) The surviving company or the dissolving company fails to obtain board approval for this merger (3) Government permits/approvals necessary for this merger are not obtained, or are obtained with conditions reasonably expected to cause a material adverse change in the financial condition, operating results, business status or prospects of either party, or that are impossible or extremely difficult to comply with (4) Between execution of this agreement and the merger date, a material adverse change occurs in the property or management condition of either party due to an act of God or other causes (5) The conditions precedent set forth in Article 12 of this agreement are not satisfied by the merger date (6) A small-scale merger under Article 527-3 of the Commercial Act becomes impossible for the surviving company due to dissent from shareholders holding 20% or more
2) Listing of merger new shares and possibility of delisting: As this merger issues no new shares, listing of merger new shares is not applicable. As this merger does not constitute a backdoor listing, there is no possibility of delisting.
3) Risk factors for investors if the merger is completed: This is a small-scale merger absorbing a wholly owned subsidiary, so there are no securities subject to offering or sale in connection with this merger. Kumho Petrochemical Co., Ltd. will succeed to all of K&H Special Gas Co., Ltd.'s rights and obligations on the merger date without additional procedures, but this is not expected to significantly affect finances or business, so risk factors for securities investors are limited.
4) Option contracts related to the merger: Not applicable.
(4) Matters concerning appraisal rights: As this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and board approval replaces shareholders' meeting approval.
(5) Interests between the parties, etc. 1) Relationship between the parties (a) Affiliate/subsidiary relationship: As of the report date, K&H Special Gas Co., Ltd. is a subsidiary wholly owned (100%) by Kumho Petrochemical Co., Ltd. (b) Concurrent officer positions: Jang Gap-jong: Executive Vice President (Kumho Petrochemical); Representative Director (K&H Special Gas) Park Jae-wook: Managing Director (Kumho Petrochemical); Inside Director (K&H Special Gas) Kim Seung-gyun: General Manager (Kumho Petrochemical); Inside Director (K&H Special Gas) Kim Tae-hwan: Associate Managing Director (Kumho Petrochemical); Auditor (K&H Special Gas) (c) Where the largest shareholder of one party is a related party of the other: Since K&H Special Gas Co., Ltd. is wholly owned by Kumho Petrochemical Co., Ltd., the largest shareholder and related parties of one party constitute related parties of the other. (d) Other competitive or complementary business relationships: K&H Special Gas Co., Ltd., in industrial gas manufacturing, is a subsidiary of Kumho Petrochemical Co., Ltd.
2) Transactions between the parties (a) Equity investment (Unit: shares, %, KRW million): Kumho Petrochemical Co., Ltd. invested in K&H Special Gas Co., Ltd.; acquisition date 2025-04-08; account Subsidiary; number of shares 209,032; ownership ratio 100.00%; acquisition cost KRW 6,592 million. Note: Initial acquisition date was September 13, 2023, with a rights offering on March 26, 2024. The date of acquiring 100% equity interest was April 8, 2025, and acquisition cost is based on book value as of December 31, 2025. (b) Debt guarantees: Not applicable. (c) Provision of collateral: Not applicable. (d) Purchase and sale transactions (Unit: KRW million): 2025: Sales 1,855; Purchases -; Other income 7; Other expenses -. 2024: Sales 94; Purchases -; Other income -; Other expenses -. (e) Trade receivables/payables and accrued amounts (Unit: KRW million): 2025: Trade receivables 824; Other receivables 32; Trade payables -; Other payables -. 2024: Trade receivables -; Other receivables 32; Trade payables -; Other payables -.
3) Transactions with the largest shareholders of the parties: (a) Credit extended to the largest shareholder: Not applicable. (b) Asset transfers with the largest shareholder: Not applicable. (c) Business transactions with the largest shareholder: Not applicable.
(6) Other matters necessary for investor protection 1) Past material asset transfers: Not applicable. 2) Status of the largest shareholder's equity: As this is a no-capital-increase merger, there is no change in the largest shareholder's equity before and after the merger. 3) Changes in the company's capital after the merger: As this is a no-capital-increase merger, there is no change in the total issued shares or capital stock of Kumho Petrochemical Co., Ltd. after the merger. 4) Management policy and officer composition after the merger: As of the report date, there are no plans to change the surviving company's future material management policy or officer composition after completion. 5) Business plans: There are no plans to change or discontinue the businesses operated by Kumho Petrochemical Co., Ltd. and K&H Special Gas Co., Ltd. before the merger as a result of this merger.
2. Matters concerning the merger counterparty company (1) Company overview: Company name K&H Special Gas Co., Ltd.; Representative Jang Gap-jong; Head office business registration number 446-86-03167; Head office address 1293-4 Hwachi-dong, Yeosu-si, Jeollanam-do; Main business Manufacture of industrial gases; Listing status Unlisted.
(2) Business description: K&H Special Gas Co., Ltd.'s main business is the manufacture of industrial gases.
(3) Financial matters 1) Summary statement of financial position for the most recent 3 years (Unit: KRW) Item: 2025; 2024; 2023 Current assets: 2,441,908,024; 1,780,698,514; 4,904,042,442 Non-current assets: 16,210,339,327; 13,343,806,316; 1,519,404,867 Total assets: 18,652,247,351; 15,124,504,830; 6,423,447,309 Current liabilities: 1,179,143,598; 850,497,782; 12,951,008 Non-current liabilities: 11,230,203,331; 7,956,083,478; - Total liabilities: 12,409,346,929; 8,806,581,260; 12,951,008 Capital stock: 1,045,160,000; 1,045,160,000; 1,000,000,000 Capital surplus: 5,643,864,000; 5,643,864,000; 5,400,000,000 Retained earnings: -446,123,578; -371,100,430; 10,496,301 Total equity: 6,242,900,422; 6,317,923,570; 6,410,496,301 Total liabilities and equity: 18,652,247,351; 15,124,504,830; 6,423,447,309
2) Summary income statement for the most recent 3 years (Unit: KRW) Revenue: 3,204,734,370; -; - Cost of sales: 3,333,769,404; -; - Gross profit: -129,035,034; -; - SG&A expenses: 287,043,511; 339,138,611; 24,875,323 Operating income: -416,078,545; -339,138,611; -24,875,323 Net income: -75,023,148; -381,596,731; 10,496,301
3) Financial regulations and costs of the special purpose acquisition company: Not applicable. 4) Matters concerning restatement of financial statements: Not applicable.
(4) External auditor's audit opinion: 2025 Dongseo Accounting Corporation Unqualified -; 2024 Dongseo Accounting Corporation Unqualified -.
(5) Board of directors and company bodies: As of the report date, K&H Special Gas Co., Ltd.'s board consists of 3 directors and 1 auditor. There are no board committees.
(6) Shareholders: Kumho Petrochemical Co., Ltd.: 209,032 shares; 100.00%.
(7) Officers and employees: As of the report date, K&H Special Gas Co., Ltd. has 11 officers and employees in total (excluding directors and auditors).
(8) Affiliated companies: As of the report date, the affiliated companies of K&H Special Gas Co., Ltd. are the same as Kumho Petrochemical Co., Ltd.'s; please refer to Kumho Petrochemical Co., Ltd.'s business report for details.
(9) Other matters necessary for investor protection 1) Material litigation: Not applicable. 2) Other contingent liabilities: Not applicable. 3) Status of sanctions: Not applicable.
| Filed | 2026-08-10, Material event report (merger) |
|---|---|
| Source | DART rcept 20260810000482 → open original filing |
Source: DART. Information only, not investment advice.
