Material event report (merger)

What happened

Material Event Report (Merger Decision) 6.2 Hankuk Carbon Co., Ltd. Material Event Report / Matters Subject to Exchange Reporting Obligations To the Financial Services Commission / Korea Exchange August 14, 2026

Company name: Hankuk Carbon Co., Ltd. Representative directors: Cho Mun-su, Cho Yeon-ho Head office address: 85 Chunhwa-ro, Bubuk-myeon, Miryang-si, Gyeongsangnam-do (Phone) 055-350-8888 (Website) http://www.hcarbon.com Preparer: (Title) General Manager (Name) Kim Seung-ho (Phone) 02-3276-7583

Merger Decision

1. Merger method Hankuk Carbon Co., Ltd. (surviving company) merging with Hankuk Global Solution Co., Ltd. (dissolving company) * Surviving company after merger: Hankuk Carbon Co., Ltd. * Dissolving company after merger: Hankuk Global Solution Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger: Enhancing corporate value through improved management efficiency

3. Material impact and effects of the merger (1) Effect on the company's management - As of the filing date of this material event report, the largest shareholder of Hankuk Global Solution Co., Ltd. is Hankuk Carbon Co., Ltd., which holds a 100% stake. - Upon completion of this merger, Hankuk Carbon Co., Ltd. will remain as the surviving company, and Hankuk Global Solution Co., Ltd. will be dissolved after the merger. - The merging company, Hankuk Carbon Co., Ltd., will not issue new shares in connection with this merger. - There will be no change in the largest shareholder of Hankuk Carbon Co., Ltd. after completion of this merger. (2) Effect on the company's finances and operations - Through this merger, the company expects to enhance management efficiency by efficiently utilizing human and physical resources, which is expected to have a positive effect on the company's finances and operations.

4. Merger ratio Hankuk Carbon Co., Ltd. : Hankuk Global Solution Co., Ltd. = 1.0000000 : 0.0000000 - (For a merger involving dissolution of a special purpose acquisition company, the multiple of the reference price on the first trading day of the merger's new shares relative to the SPAC's closing price on its last trading day): -

5. Basis for calculating the merger ratio The merging company, Hankuk Carbon Co., Ltd., owns 100% of the shares of the merged company, Hankuk Global Solution Co., Ltd., and since the merging company will not issue new shares for the shares of the merged company upon the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company -; Dissolving company -

6. External valuation Whether an external valuation was conducted: Not applicable - Basis and reason: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that where a company owning the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's opinion on the appropriateness of the merger price is not required. As this merger falls under that provision, no external valuation institution's opinion was obtained. Name of the external valuation institution: - External valuation period: - External valuation opinion: -

7. Type and number of new shares issued in the merger (shares) Common stock: -; Class stock: -

8. Counterparty to the merger Company name: Hankuk Global Solution Co., Ltd. Main business: Ship design and conversion Relationship with the company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 728,197,144; Capital stock 1,039,500,000; Total liabilities 15,259,354,838; Revenue 0; Total equity -14,531,157,694; Net income (loss) -575,886,740 - Whether externally audited: Institution name -; Audit opinion - - (For a merger involving dissolution of a special purpose acquisition company) Representative director: -; Date of incorporation: May 21, 2020; Head office address: -; Expected securities registration statement filing date: -

9. Newly incorporated merger company Company name: -; Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - - Current business segment: Most recent fiscal year revenue (KRW) -; Main business -; Whether re-listing will be requested: Not applicable

10. Merger schedule Merger agreement date: August 18, 2026 Record date for determining shareholders: August 31, 2026 Shareholder register closure period: Start date -; End date - Period for receiving written notices of objection to the merger: Start date August 31, 2026; End date September 14, 2026 Expected shareholders' meeting date: - Appraisal rights exercise period: Start date -; End date - Old share certificate submission period: Start date -; End date - Expected trading suspension period: Start date -; End date - Creditor objection filing period: Start date September 28, 2026; End date October 28, 2026 Merger effective date: November 2, 2026 Merger completion report meeting date: November 2, 2026 Expected merger registration date: November 9, 2026 Expected new share certificate delivery date: - Expected new share listing date: -

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether another company's backdoor listing requirements are met: Not applicable

13. Matters concerning appraisal rights Exercise requirements: As this merger is conducted as a small-scale merger, shareholders of Hankuk Carbon Co., Ltd. are not granted appraisal rights. Expected purchase price: - Exercise procedure, method, period, place: - Expected payment timing and method: - Matters relating to restrictions on appraisal rights: - Effect on the agreement: -

14. Board resolution date (decision date): August 14, 2026 - Independent (outside) director attendance: Present (persons) 2; Absent (persons) - - Auditor (audit committee member who is not an independent (outside) director) attendance: Present

15. Whether a put option or similar contract has been concluded: No - Contract details: -

16. Whether a securities registration statement must be filed: No - Reason for exemption from filing: As the merger is conducted as a non-capital-increase merger in which no merger-related new shares are issued, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger. * "Independent director" applies to listed companies and "outside director" to unlisted companies.

17. Future plans for corporate restructuring: As of the filing date of this report, there are no matters relating to corporate restructuring being pursued or planned following completion of the merger.

18. Other material matters for investment decisions 1) This merger is a small-scale merger under Article 527-3 of the Commercial Act, so appraisal rights are not granted, and the board's approval substitutes for shareholders' meeting approval of the merger. 2) Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the total issued shares of the surviving company notify the company in writing of their objection to the merger within two weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger. 3) The financial details of the merger target company for the most recent fiscal year referenced in Item 8 above are based on the financial statements as of the end of fiscal year 2025. 4) If, between the date of execution of the merger agreement and the merger effective date (or the deadline set in the merger agreement), grounds for rescission or loss of effect under the merger agreement arise, or if there is a need to amend the merger agreement due to permits/approvals under relevant laws, consultations with or requests from relevant institutions, unforeseeable natural disasters, sudden changes in economic conditions, material changes in business conditions, or other circumstances requiring amendment of the merger agreement, the merger agreement may be amended or rescinded. 5) The merger schedule above is the expected schedule as of the time of this disclosure and may change depending on consultations with relevant institutions, the approval process, and the circumstances of the merging companies. 6) The merger completion report meeting referred to in the merger schedule above will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be substituted by a board resolution and public notice in lieu of a merger completion report shareholders' meeting.

* Related disclosures: Not applicable

[Detailed Statement of Key Merger Matters]

1. Overview of the merger (1) Basic matters concerning the merger 1) Counterparty to the merger Surviving company after merger: Company name Hankuk Carbon Co., Ltd.; Head office address 85 Chunhwa-ro, Bubuk-myeon, Miryang-si, Gyeongsangnam-do; Representative directors Cho Mun-su, Cho Yeon-ho; Listing status Listed on the KRX KOSPI Market Dissolving company after merger: Company name Hankuk Global Solution Co., Ltd.; Head office address 39 Seocho-daero 77-gil, 8F Unit 113 (Seocho-dong, MK Building), Seocho-gu, Seoul; Representative Shim In-ho; Listing status Unlisted

2) Background of the merger: The merging company, Hankuk Carbon Co., Ltd., intends to enhance corporate value through improved management efficiency by absorbing the merged company, Hankuk Global Solution Co., Ltd..

3) Whether this constitutes a backdoor listing: Not applicable

4) Material effects on the company's management, finances, operations, etc.: As of the filing date of this report, the merging company, Hankuk Carbon Co., Ltd., owns 100% of the issued shares of the merged company, Hankuk Global Solution Co., Ltd., and the merger is being conducted as a non-capital-increase merger in which no merger-related new shares are issued. Upon completion of this merger, Hankuk Carbon Co., Ltd. will remain as the surviving company and Hankuk Global Solution Co., Ltd. will be dissolved after the merger, with no change in the largest shareholder of Hankuk Carbon Co., Ltd. after completion of the merger.

5) Future plans for corporate restructuring: As of the filing date of this report, there are no matters relating to corporate restructuring being pursued or planned following 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, etc. (i) Merger method: The merging company, Hankuk Carbon Co., Ltd., will absorb the merged company, Hankuk Global Solution Co., Ltd., by merger; Hankuk Carbon Co., Ltd. will survive and Hankuk Global Solution Co., Ltd. will be dissolved. (ii) Whether this is a small-scale or simplified merger, and the basis: Since the merged company, Hankuk Global Solution Co., Ltd., is a wholly-owned subsidiary of the merging company, Hankuk Carbon Co., Ltd., and the merger is being conducted as a non-capital-increase merger in which Hankuk Carbon Co., Ltd. will not issue new shares, the surviving company, Hankuk Carbon Co., Ltd., qualifies as a small-scale merger under Article 527-3, Paragraph 1 of the Commercial Act, and board approval substitutes for merger approval. (iii) Listing plans for the surviving company after the merger: Hankuk Carbon Co., Ltd., the company surviving the merger, is listed on the KRX KOSPI Market as of the filing date of this material event report and will maintain its status as a KOSPI-listed company after the merger. (iv) Notable matters regarding the merger method: Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the total issued shares of the surviving company, Hankuk Carbon Co., Ltd., notify the company in writing of their objection to the merger within two weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. Also, because 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 (i) Key merger schedule Board resolution date for the merger: August 14, 2026 Public notice of record date for determining shareholders: August 14, 2026 Merger agreement date: August 18, 2026 Record date for determining shareholders with rights: August 31, 2026 Small-scale merger public notice: August 31, 2026 Period for receiving written notices of objection to the merger: Start date August 31, 2026; End date September 14, 2026 Board resolution date substituting for the shareholders' meeting approving the merger: September 23, 2026 Creditor objection filing period: Start date September 28, 2026; End date October 28, 2026 Merger effective date: November 2, 2026 Board resolution date substituting for the merger completion report shareholders' meeting: November 2, 2026 Public notice of merger completion report: November 2, 2026 Expected merger registration date: November 9, 2026 - For the merging company, Hankuk Carbon Co., Ltd., since this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and board approval substitutes for merger approval. - For the merging company, Hankuk Carbon Co., Ltd., the merger completion report shareholders' meeting is substituted by a board resolution and public notice procedure. - For the merging company, Hankuk Carbon Co., Ltd., public notice of this merger will be made on the company's website (http://www.hcarbon.com) pursuant to the company's articles of incorporation. - The merger schedule above is the expected schedule as of the filing date of the material event report and may change due to consultation with relevant institutions and the approval process, etc. (iii) Whether a securities registration statement must be filed: Not applicable; Reason for exemption: Non-capital-increase merger

9) Conditions for completion of the merger: As this merger is a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the total issued shares of the surviving company notify the company in writing of their objection to the merger within two weeks from the date of the small-scale merger public notice, the small-scale merger cannot be carried out; in that case, whether to proceed will be decided through a subsequent board resolution.

10) Regulations or special provisions under relevant laws: The merging company, Hankuk Carbon Co., Ltd., must take all measures necessary or desirable to carry out this merger in accordance with the creditor protection procedures prescribed in Article 527-5 of the Commercial Act, the Commercial Act, the KOSPI Market listing regulations, and the merger agreement. From execution of the merger agreement until the merger effective date, Hankuk Carbon Co., Ltd. must perform its duties and manage and operate all property with the care of a good manager, and must consult with the other party in advance when taking any action that materially affects property, rights or obligations. Immediately after the merger effective date, Hankuk Carbon Co., Ltd. must report and resolve completion of the merger at a board meeting or shareholders' meeting and take follow-up measures such as registering the merger with the competent court in accordance with the Commercial Act.

(2) Merger price and basis for calculation 1) Merger price and basis for calculation: The merging company, Hankuk Carbon Co., Ltd., owns 100% of the shares of the merged company, Hankuk Global Solution Co., Ltd., and since the merger is being conducted on a non-capital-increase basis without issuing new shares, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation was conducted: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that where a company owning the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's opinion on the appropriateness of the merger price is not required. As this merger falls under that provision, no external valuation institution's opinion was obtained.

(3) Investment risk factors relating to the merger 1) Investment risk factors relating to the merger, etc. (i) If, between the date of execution of the merger agreement and the merger effective date, a material change occurs in the property or management condition of the "surviving company" or the "dissolving company" due to a natural disaster or other cause, this agreement may be amended or rescinded by agreement between the merging parties. (ii) If shareholders holding 20% or more of the total issued shares of Hankuk Carbon Co., Ltd. notify Hankuk Carbon Co., Ltd. in writing of their objection to the small-scale merger under Article 527-3, Paragraph 4 of the Commercial Act, changes will occur to the merger method and schedule. 2) Possibility of future listing or delisting of new shares allotted in connection with the merger: This merger is being conducted as a non-capital-increase merger in which no merger-related new shares are issued. In addition, 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 Hankuk Global Solution Co., Ltd., a subsidiary wholly owned by Hankuk Carbon Co., Ltd., and there are no securities subject to offering or sale in connection with this merger. In addition, 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) Status of any option agreements relating to the merger: Not applicable

(4) Matters concerning appraisal rights: As this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of the merging company, Hankuk Carbon Co., Ltd. In addition, as the merged company, Hankuk Global Solution Co., Ltd., is a wholly-owned subsidiary of the merging company, Hankuk Carbon Co., Ltd., no appraisal rights arise.

(5) Interests, etc. between the merging parties 1) Relationship with the counterparty company (i) As of the filing date of this report, Hankuk Carbon Co., Ltd. owns 100% of the shares of Hankuk Global Solution Co., Ltd., making Hankuk Global Solution Co., Ltd. a wholly-owned subsidiary of Hankuk Carbon Co., Ltd. (ii) Concurrent holding of positions by officers: None. (iii) Where the controlling shareholder of one party is a related party of the other party: As Hankuk Global Solution Co., Ltd. is a wholly-owned subsidiary (dependent company) in which Hankuk Carbon Co., Ltd. holds a 100% stake, the controlling shareholder and related parties of one party are related parties of the other party. (iv) Other matters concerning competitive or complementary business relationships, etc.: Hankuk Global Solution Co., Ltd. is a wholly-owned subsidiary (dependent company) of Hankuk Carbon Co., Ltd.

2) Transactions between the merging parties (i) Equity investment between the merging parties: As of the filing date of this report, Hankuk Carbon Co., Ltd. owns 100% of the shares of Hankuk Global Solution Co., Ltd.. Company name: Hankuk Global Solution Co., Ltd.; Number of shares (shares) 207,900; Ownership ratio (%) 100; Note - (ii) Debt guarantees and collateral between the merging parties (Unit: KRW thousands): Not applicable as of the filing date of this report (iii) Sales/purchase transactions between the merging parties (Unit: KRW thousands): Related party Hankuk Global Solution Co., Ltd.; Sales -; Purchases -; Other income 528,044; Other expenses - (iv) Operating receivables/payables between the merging parties: Not applicable as of the filing date of this report 3) Transactions with the controlling shareholder of the merging parties: Not applicable as of the filing date of this report

2. Matters concerning the merger counterparty company a. Overview of the company Legal and commercial name of the company: Hankuk Global Solution Co., Ltd. Date of incorporation: May 21, 2020 Head office address: 39 Seocho-daero 77-gil, 8F Unit 113 (Seocho-dong, MK Building), Seocho-gu, Seoul Representative: Shim In-ho Main business: Ship design and conversion Fiscal year-end month: December Whether classified as an SME: SME Matters concerning credit rating and irregular incorporation: Not applicable

b. Description of business: Hankuk Global Solution Co., Ltd.'s main business is ship design and conversion.

c. Financial matters 1) Summary statement of financial position (most recent 3 years) (Unit: KRW) Item: 2025; 2024; 2023 Current assets: 683,446,174; 697,118,215; 11,955,219,532 Non-current assets: 44,750,970; 79,400,738; 272,957,775 Total assets: 728,197,144; 776,518,953; 12,228,177,307 Current liabilities: 15,259,354,838; 14,731,789,907; 23,788,165,039 Non-current liabilities: 0; 0; 344,981,088 Total liabilities: 15,259,354,838; 14,731,789,907; 24,133,146,127 Total equity: -14,531,157,694; -13,955,270,954; -11,904,968,820 Total liabilities and equity: 728,197,144; 776,518,953; 12,228,177,307

2) Summary income statement (most recent 3 years) (Unit: KRW) Item: 2025; 2024; 2023 Revenue: 0; 0; 21,624,234,952 Cost of sales: 19,042,528; 522,667,527; 32,219,539,954 Gross profit (loss): -19,042,528 (gross loss); -522,667,527 (gross loss); -10,595,305,002 (gross loss) Selling, general and administrative expenses: 46,511,140; 1,842,618,761; 1,677,906,468 Operating income (loss): -65,553,668 (operating loss); -2,365,286,288 (operating loss); -12,273,211,470 (operating loss) Non-operating income: 17,738,207; 1,159,311,146; 1,088,727,020 Non-operating expenses: 528,071,279; 844,326,992; 1,594,267,105 Income (loss) before income tax: -575,886,740 (loss); -2,050,302,134 (loss); -12,778,751,555 (loss) Income tax expense: 0; 0; 0 Net income (loss): -575,886,740; -2,050,302,134; -12,778,751,555

d. External auditor's audit opinion: Hankuk Global Solution Co., Ltd. is not subject to mandatory external audit and therefore has not been audited by an external auditor.

e. Matters concerning the board of directors and other corporate bodies: Hankuk Global Solution Co., Ltd.'s board of directors consists of a total of 4 members: 3 in-house directors and 1 auditor(s). No committees have been established within the board.

f. Matters concerning shareholders: As of the filing date of this report, Hankuk Carbon Co., Ltd. owns 100% of the shares of Hankuk Global Solution Co., Ltd..

g. Matters concerning officers and employees: As of the filing date, Hankuk Global Solution Co., Ltd. has a total of 4 officers and employees.

h. Other matters necessary for investor protection: Not applicable.