Humax

115160 · KOSDAQ · Industrials · SMALL CAP

[Amended] Material event report (merger)

Humax amended its June 30, 2026 merger report (absorbing Humax Holdings, with Humax surviving) to reflect that Humax Holdings' board decided on 2026-08-11 to cancel 103,286 treasury shares reacquired upon early redemption of its exchange bonds; this lowers the merger new shares to be issued from 2,440,946 to 2,341,313 and raises the acquirer Byun Dae-gyu's post-merger stake from 16.61% to 16.93%.

M&A([Amended] Material event report (merger))· FILED 2026-08-11· RCEPT 20260811000467

What happened

Material Event Report (Merger Decision) 6.2 Humax Co., Ltd. Amendment Report August 11, 2026

1. Disclosure document being amended: Material Event Report 2. Original filing date: June 30, 2026 Filing history: 2026.06.30 Material Event Report (Merger Decision), original; 2026.07.22 [Amended] Material Event Report (Merger Decision), 1st amendment ("blue text"); 2026.08.11 [Amended] Material Event Report (Merger Decision), 2nd amendment ("green text")

3. Amendments Item "3. Material effects of the merger - 1. Effect on management of the company": reason - following the board's decision on 2026.08.11 to cancel the 103,286 treasury shares Humax Holdings reacquired upon early redemption of its Series 11 unregistered unsecured privately placed exchange bonds (cancellation effective 2026.08.31), the expected number of new shares etc. is now stated after that cancellation (see Note 1 below, before/after) Item "7. Type and number of merger new shares (common shares)": same reason; before 2,440,946; after 2,341,313 Item "18. Other important matters for investment decisions" (three separate notes, Notes 2-4): same reason, and an added note that an amendment agreement to the merger agreement was executed reflecting the change in expected new-share count

Note 1 (before): As of the filing date, the surviving company Humax's largest shareholder is the dissolving company Humax Holdings (35.64%), whose own largest shareholder is Byun Dae-gyu (35.47%). Upon the merger, Humax Holdings is dissolved; the surviving company's largest shareholder becomes Byun Dae-gyu, with an expected stake of 16.61%. Humax has cancelled the 4,609 treasury shares it acquired from the share consolidation, and will cancel, immediately after the merger, all 1,535,273 Humax common shares held by Humax Holdings (board meeting for cancellation expected around 2026.10.30, within one month after merger registration and listing of the merger new shares (expected 2026.10.19); this schedule may change). The post-change expected stake assumes that cancellation is complete. Note 1 (after): same, except Byun Dae-gyu's stake in Humax Holdings is now 36.98% and his expected post-merger Humax stake is 16.93%; additionally notes that the 103,286 treasury shares Humax Holdings reacquired upon early redemption of its Series 11 exchange bonds will be cancelled, effective 2026.08.31, per its board resolution of 2026.08.11.

Note 2 (before/after): essentially the same text as Note 1, restated under item 18(d), with the pre-amendment version omitting the Series 11 exchange-bond treasury-share cancellation and showing the ownership table as of 2026.07.21 (pre-cancellation), while the post-amendment version adds that cancellation and shows the table as of 2026.08.10.

[Ownership of largest shareholder and related parties before/after the merger, pre-amendment version - record date 2026.07.21; shares, %] Byun Dae-gyu; largest shareholder; Humax Holdings shares 897,411 (35.47%); Humax shares before merger - (0.00%); after merger 865,706 (12.83%); after cancellation 865,706 (16.61%) Park Bo-kyung; related party; Humax Holdings 22,103 (0.87%); Humax before -; after merger 21,322 (0.32%); after cancellation 21,322 (0.41%) J2B Co., Ltd.; affiliate; Humax Holdings 101,800 (4.02%); Humax before 2,207 (0.05%); after merger 100,410 (1.49%); after cancellation 100,410 (1.93%) Humax Holdings Co., Ltd.; largest shareholder (of Humax); Humax Holdings -; Humax before merger 1,535,273 (35.64%); after merger 1,535,273 (22.75%); after cancellation - (0.00%) Jeong Seong-min; executive; Humax before 5,981 (0.14%); after merger 5,981 (0.09%); after cancellation 5,981 (0.11%) Byun Ji-yeong; other; Humax before 2,238 (0.05%); after merger 2,238 (0.03%); after cancellation 2,238 (0.04%) Byun Jeong-seok; other; Humax before 1,901 (0.04%); after merger 1,901 (0.03%); after cancellation 1,901 (0.04%) Jeong Chang-su; affiliate executive; Humax before 1,000 (0.02%); after merger 1,000 (0.01%); after cancellation 1,000 (0.02%) Shim Jae-hyeon; affiliate executive; Humax before 500 (0.01%); after merger 500 (0.01%); after cancellation 500 (0.01%) Largest shareholder and related parties, total; Humax Holdings 1,021,314 (40.36%); Humax before merger 1,549,100 (35.96%); after merger 2,534,331 (37.55%); after cancellation 999,058 (19.16%) Other shareholders; Humax Holdings 1,405,746 (55.56%); Humax before 2,758,433 (64.04%); after merger 4,214,148 (62.45%); after cancellation 4,214,148 (80.84%) Treasury shares; Humax Holdings 103,286 (4.08%); Humax before/after merger -/- ; after cancellation - Total shares issued; Humax Holdings 2,530,346 (100%); Humax before merger 4,307,533; after merger 6,748,479; after cancellation 5,213,206

[Same table, post-amendment version - record date 2026.08.10] Byun Dae-gyu; largest shareholder; Humax Holdings 897,411 (36.98%); Humax before -; after merger 865,706 (13.02%); after cancellation 865,706 (16.93%) Park Bo-kyung; related party; Humax Holdings 22,103 (0.91%); after merger 21,322 (0.32%); after cancellation 21,322 (0.42%) J2B Co., Ltd.; affiliate; Humax Holdings 101,800 (4.19%); Humax before 2,207 (0.05%); after merger 100,410 (1.51%); after cancellation 100,410 (1.96%) Humax Holdings Co., Ltd.; largest shareholder (of Humax); Humax before merger 1,535,273 (35.64%); after merger 1,535,273 (23.09%); after cancellation - (0.00%) Jeong Seong-min; executive; Humax before 5,981 (0.14%); after merger 5,981 (0.09%); after cancellation 5,981 (0.12%) Byun Ji-yeong; other; Humax before 2,238 (0.05%); after merger 2,238 (0.03%); after cancellation 2,238 (0.04%) Byun Jeong-seok; other; Humax before 1,901 (0.04%); after merger 1,901 (0.03%); after cancellation 1,901 (0.04%) Jeong Chang-su; affiliate executive; Humax before 1,000 (0.02%); after merger 1,000 (0.02%); after cancellation 1,000 (0.02%) Shim Jae-hyeon; affiliate executive; Humax before 500 (0.01%); after merger 500 (0.01%); after cancellation 500 (0.01%) Largest shareholder and related parties, total; Humax Holdings 1,021,314 (42.08%); Humax before merger 1,549,100 (35.96%); after merger 2,534,331 (38.12%); after cancellation 999,058 (19.54%) Other shareholders; Humax Holdings 1,405,746 (57.92%); Humax before 2,758,433 (64.04%); after merger 4,114,515 (61.88%); after cancellation 4,114,515 (80.46%) Treasury shares: none at any stage Total shares issued; Humax Holdings 2,427,060 (100%); Humax before merger 4,307,533; after merger 6,648,846; after cancellation 5,113,573 Note 1: Fractional shares of 2,179 and 4,609 arising from the share consolidation at the surviving and dissolving companies were cancelled (decided 2026.06.30, completed 2026.07.13). The 1,535,273 Humax shares held by dissolving Humax Holdings will be cancelled at a board meeting around 2026.10.30, within one month after merger registration and new-share listing (expected 2026.10.19); schedule subject to change. Note 2: Treasury shares acquired via shareholders' appraisal rights at either company will also be fully cancelled. Note 3: Post-merger ownership ratios are based on the expected number of merger new shares as of the registration-statement filing date and may change, including from appraisal-rights exercise. Note 4: Humax Holdings' Series 11 exchange bonds (including overseas tranches), with an outstanding face value of KRW 990 million, were fully redeemed before maturity by agreement with the bondholder on 2026.07.13; the 103,286 treasury shares reacquired upon that redemption were approved for cancellation by Humax Holdings' board on 2026.08.11, effective 2026.08.31, and the total-shares-issued figures above are stated on the basis that this cancellation is complete. Source: provided by the merging companies.

Note (d, post-amendment): restates that the planned 2,341,313 merger new shares (down from 2,440,946) and the 1,535,273 Humax shares to be cancelled give a post-merger, post-cancellation total of 5,113,573 Humax shares (4,307,533 before merger + 2,341,313 new shares - 1,535,273 cancelled).

Main report body (first filed June 30, 2026):

Material Event Report / Korea Exchange Reporting Matter To the Financial Services Commission / Korea Exchange Company name: Humax Co., Ltd. CEO: Jeong Chang-su Head office address: 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do (Tel) 031-776-6114 (Website) http://kr.humaxdigital.com Preparer: (Title) CFO (Name) Shim Jae-hyeon (Tel) 031-776-6114

Merger Decision

1. Merger method: Humax absorbs Humax Holdings; surviving company - Humax; dissolving company - Humax Holdings; post-merger trade name of the surviving company - Humax; merger form - not applicable

2. Purpose of the merger: The merging companies seek to maximize corporate value through integrated management resources, stronger business competitiveness, greater management efficiency, and improved corporate governance, thereby maximizing shareholder value through sustained enhancement of the merged entity's corporate value.

3. Material effects of the merger 1. Effect on management: see Note 1 (post-amendment) above - Byun Dae-gyu becomes the surviving company's largest shareholder with an expected 16.93% stake after cancellation of treasury shares. 2. Effect on finances: Humax is building electric-vehicle (EV) charger development, manufacturing and sales as a core future growth driver; smart parking, mobility platform, car-sharing, taxi and chauffeur services provide a stable cash-generating base. Post-merger economies of scale and business-portfolio diversification are expected to strengthen cost competitiveness, expanding the company's financial structure, scale and earnings. 3. Effect on operations: Absorbing Humax Holdings' investment function closes the gap between group strategy and execution that existed under the separate holding-company structure, combining Humax's global set-top-box manufacturing/supply capability with EV-charging and mobility infrastructure, and Humax Holdings' AI capability, to position the merged company as a leader in AI/big-data-based integrated mobility services (MaaS). 4. Effect on shareholder value: Humax Holdings' common shareholders of record as of the new-share allotment record date will receive 0.9646707 Humax common shares per Humax Holdings common share held; no merger new shares will be issued for treasury shares held by Humax Holdings or shares it acquires via its shareholders' appraisal rights. Given the government's recently announced reform plan for prompt, strict delisting of failing companies, the merging companies could otherwise face designation as a managed issue and delisting procedures; the merger is expected to help maintain an adequate float and stabilize share price and valuation, mitigating harm to shareholders, including minority shareholders, from potential delisting.

4. Merger ratio: Humax : Humax Holdings = 1 : 0.9646707. The reference share prices for the ratio were calculated as the simple average of the most-recent-1-month and most-recent-1-week volume-weighted average closing prices and the most-recent closing price, as of the day before the board resolution.

5. Basis for the merger ratio: Because this is a merger between two KOSDAQ-listed companies, the merger value was calculated under Article 176-5(1)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and the merger ratio was derived from that value. (a) Humax common-share merger value: reference date June 29, 2026 (the business day before the earlier of the board resolution date and contract date, both June 30, 2026); 1-month volume-weighted average close (2026.06.01-06.29): KRW 6,104; 1-week volume-weighted average close (2026.06.23-06.29): KRW 5,383; most recent close (2026.06.29): KRW 5,490; Humax merger value: KRW 5,659 (no premium or discount applied). (b) Humax Holdings common-share merger value: same reference date; 1-month volume-weighted average close: KRW 6,233; 1-week volume-weighted average close: KRW 5,004; most recent close: KRW 5,140; Humax Holdings merger value: KRW 5,459 (no premium or discount applied). Resulting merger ratio: 1 : 0.9646707 (Humax : Humax Holdings).

6. External valuation: Not applicable - as a merger of two KOSDAQ-listed companies valued under the statutory reference-price method, no external valuation is legally required.

7. Type and number of merger new shares: common shares 2,341,313; other-class shares - Note: Per the merger ratio, each share of the dissolving company's common stock (par value KRW 2,500) is allotted 0.9646707 shares of the surviving company's common stock (par value KRW 5,000); the originally planned total of 2,440,946 merger new shares to Humax Holdings' shareholders was revised down to 2,341,313 shares to reflect the treasury-share cancellation described in the amendment above.

8. Counterparty to the merger Company name: Humax Holdings Co., Ltd.; main business: computer programming, systems integration and management; relationship to the company: largest shareholder Most recent fiscal year financials (KRW): total assets 495,072,956,926; capital stock 6,288,753,000; total liabilities 402,458,523,212; revenue 400,728,418,302; total equity 92,614,433,714; net income -83,680,397,981 External auditor: Seohyun Accounting Corporation; audit opinion: unqualified

9. New company formed by merger: Not applicable (absorption-type merger; no new company is formed)

10. Merger schedule: merger agreement date June 30, 2026; shareholder record date July 15, 2026; dissent-notice period August 5-27, 2026; expected shareholders' meeting August 28, 2026; appraisal-rights exercise period August 28 - September 17, 2026; creditor-objection period August 28 - September 29, 2026; merger date October 1, 2026; merger registration date (expected) October 7, 2026; new-share listing date (expected) October 19, 2026

11. Backdoor listing: Not applicable 12. Whether a backdoor listing requirement is met by another entity: Not applicable

13. Appraisal rights Exercise requirements: under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder of record as of the record date who gave written notice of dissent to the merger resolution before the shareholders'-meeting resolution date may, within 20 days of that resolution date, demand in writing that the company purchase all or part of the shareholder's shares, subject to conditions on when the shares were acquired relative to the public disclosure of the board resolution. Expected purchase price: KRW 6,591 per share, calculated under Article 176-7(3)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act as the simple average of the 2-month, 1-month and 1-week volume-weighted average prices as of the reference date. Exercise period: shareholder record date July 15, 2026; dissent-notice period August 5-27, 2026; shareholders' meeting August 28, 2026; appraisal-rights exercise period August 28 - September 17, 2026. Place of submission: Humax (surviving company) and Humax Holdings (dissolving company), both at 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do (or the shareholder's securities firm for shares held in a brokerage account). Expected payment date: September 22, 2026, by transfer to the shareholder's designated account. Restrictions: appraisal rights lapse if the shareholders' meeting rejects the merger; terms may change during the process; once exercised, appraisal rights cannot be withdrawn without the company's consent. Effect on the contract: if the total appraisal-rights payments owed by Humax to its dissenting shareholders exceed KRW 2,000,000,000, or by Humax Holdings exceed KRW 1,000,000,000 (including where that is reasonably expected even without an agreed price), either company may terminate the merger agreement.

14. Board resolution date (decision date): June 30, 2026; independent (outside) directors present: 1; absent: -; statutory auditor (audit committee member who is not an outside director) attendance: present

15. Put-option or similar agreements: No

16. Subject to securities registration statement filing: Yes

17. Future restructuring plans: None finalized as of this report

18. Other important matters for investment decisions (a) As of this report, the dissolving company (Humax Holdings) has been designated a managed issue by the Korea Exchange effective 2026.08.03, having had a market capitalization below KRW 20 billion for 30 consecutive trading days (notice given 2026.07.31); if the market-cap requirement is not met for 45 consecutive trading days from the designation date, delisting proceedings may begin. A managed issue is excluded from margin trading, cannot be used as collateral securities for margin deposits, and trading may be suspended for a period to alert investors - all of which can reduce liquidity and depress the share price. To address the shortfall, the companies cancelled treasury shares of 848,701 (Humax) and 1,137,800 (Humax Holdings) on 2026.03.31 (before the share consolidation), and cancelled a further 4,609 (Humax) and 2,179 (Humax Holdings) treasury shares arising from the consolidation on 2026.07.13; treasury shares arising from this merger will likewise be cancelled, with a board meeting for that purpose expected around 2026.10.30. The companies also plan a three-stage strategy: strengthening financial soundness in 2026, building future growth drivers (EV/AX) in 2027, and accelerating profitable growth from 2028. Completion of the merger should mitigate shareholder harm from any delisting, since dissolving-company shareholders will receive new shares in the surviving company; however, if the merger is delayed or the agreement terminated, the managed-issue status could persist and delisting proceedings could begin. (b) Under Articles 522 and 434 of the Commercial Act, merger approval requires a special resolution; if the extraordinary general meeting does not obtain at least two-thirds of attending shareholders' voting rights and at least one-third of total issued shares, the merger will not proceed. (c) Other than the cash payment for fractional shares, no payment will be made to shareholders participating in the merger. (d) (see Notes 1-4 above on treasury-share cancellation and the post-cancellation share count) (e) The merger new-share count in item 7 may change depending on conversion/exchange requests under Humax Holdings' Series 10 private convertible bonds and Series 11 exchange bonds, Humax's Series 24 private convertible bonds, and shareholders' appraisal-rights exercise. (f) Humax Holdings' most recent fiscal year financials in item 8 are on a consolidated basis as of year-end 2025. (g) The merger schedule in item 10 is subject to change based on regulatory approvals and related procedures; the original board resolution and merger-agreement date was 2026.06.30, and an amendment board resolution and amended merger agreement were executed on 2026.08.11. (h) The item-10 completion-report meeting is replaced, under Article 526(3) of the Commercial Act, by a public notice of the board resolution on 2026.10.01. (i) If the shareholders' meeting rejects the merger, appraisal rights lapse and the merger agreement does not take effect. (j) A shareholder cannot withdraw an appraisal-rights demand after the exercise period ends. (k) Termination conditions in the merger agreement (Article 15): the parties may terminate by written agreement at any time before the merger date; either party may terminate immediately on written notice if: (1) a required government approval is not obtained by the day before the merger date (including final refusal); (2) a material adverse change or previously unforeseen material defect arises in either party's assets, liabilities, management or business between signing and the merger date; (3) a material breach of representations, warranties or covenants is not cured within 10 business days of notice; (4) a court or government authority issues a final, non-appealable order prohibiting the merger; (5) total appraisal-rights payments exceed KRW 2,000,000,000 for Humax or KRW 1,000,000,000 for Humax Holdings (as in item 13); or (6) objecting creditors' claims exceed KRW 5,000,000,000 for Humax or KRW 1,000,000,000 for Humax Holdings. Effects of termination: return or destruction of exchanged information within 14 days; no effect on claims arising from breach; and certain articles (15, 17-19) survive termination. Related disclosure: see Humax's securities registration statement (merger) disclosed August 11, 2026 for further detail.

Filed2026-08-11, [Amended] Material event report (merger)
SourceDART rcept 20260811000467 → open original filing

Versions of this filing

  1. 2026-06-30Original
  2. 2026-07-22Amendment 1
  3. 2026-08-11Amendment 2 (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 2026-08-11 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).