Yearimdang Publishing

036000 · KOSDAQ · Communication Services · SMALL CAP

Material event report (equity acquisition)

Yearimdang Publishing Co., Ltd. resolved on August 24, 2026 to acquire 900,000 shares (90%) of Future High-Tech Co., Ltd. for US$24.6M from Han Seong-gyu and 29 other shareholders, to secure management control and enter the semiconductor test equipment business.

M&A(Material event report (equity acquisition))· FILED 2026-08-24· RCEPT 20260824000316

What happened

Material event report filed with the Financial Services Commission and Korea Exchange, dated August 24, 2026. Company name: Yearimdang Publishing Co., Ltd. Representative director: Na Seong-hun Head office address: 153 Achasan-ro, Seongdong-gu, Seoul Phone: 02-566-1004 Website: http://www.yearim.kr Preparer: Director Ryu Su-taek, Phone: 02-566-1004

Decision to acquire shares and equity securities of another company

1. Issuing company Company name: Future High-Tech Co., Ltd. Nationality: Republic of Korea Representative: Han Seong-gyu Capital (KRW): 500,000,000 Relationship with the Company: - Total shares issued (shares): 1,000,000 Main business: Manufacture of semiconductor test equipment Whether new shares were acquired via third-party allotment within the last 6 months: Not applicable

2. Details of the acquisition Number of shares acquired (shares): 900,000 Acquisition amount (KRW) (A): 33,951,254,600 Total assets (KRW) (B): 300,699,923,430 Ratio to total assets (%) (A/B): 11.29 Equity capital (KRW) (C): 255,846,469,750 Ratio to equity capital (%) (A/C): 13.27

3. Shares owned and ownership ratio after the acquisition Shares owned (shares): 900,000 Ownership ratio (%): 90.00

4. Purpose of the acquisition: To secure management control for entry into the semiconductor business

5. Expected acquisition date: 2026.08.24

6. Counterparty Company name (name): Han Seong-gyu and a total of 30 shareholders (see "15. Other material matters relevant to investment decisions" for details on the counterparties) Capital (KRW): - Main business: - Head office address: - Relationship with the Company: -

7. Payment of the transaction price 1. Payment method: Cash payment 2. Payment timing 1) Down payment: Amount KRW 16,975,627,300; payment date 2026.08.24 2) Balance: Amount KRW 15,975,627,300; payment date within 5 days from the date the business combination filing is accepted 3) Deferred payment: Amount KRW 1,000,000,000; payment date: after the FY2027 financial statements are approved at the general shareholders' meeting, to be paid after adjusting for contingent liabilities and other economic burdens specified in the contract

8. External valuation matters Whether an external valuation was obtained: Yes Basis and reason: 1. Basis: Fairness assessment under Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. 2. Reason: Used as reference material to assess the fairness of the acquisition price and as an attachment to the material event report. Name of the external valuation institution: Bohyun Accounting Corporation External valuation period: 2026.06.23 ~ 2026.08.20 External valuation opinion: The appraiser applied the discounted cash flow (DCF) method to review the fairness of the acquisition price. Based on the appraiser's analysis described in this opinion, as of the valuation date the appraised value of the target company's shares to be acquired ranges from KRW 32,395 million to KRW 35,247 million (weighted average cost of capital 23.22%-25.22%, perpetual growth rate (-)1.0%-1.0%), with a median value of KRW 33,714 million (weighted average cost of capital 24.22%, perpetual growth rate 0.0%). Considering that the actual planned acquisition price is KRW 33,951 million, no grounds were found to deem the above valuation range under the discounted cash flow method inappropriate from a materiality perspective as of the valuation date.

9. Board resolution date (decision date): 2026.08.24 Attendance of independent (outside) directors*: present (persons) 3, absent (persons) 0 Attendance of auditor (audit committee member who is not an independent (outside) director*): -

10. Whether this constitutes a backdoor listing: Not applicable Whether there are plans for a third-party allotment capital increase etc. within the next 6 months: No

11. Whether the issuing company (the other company) meets the backdoor-listing requirements: Not applicable

12. Whether subject to Fair Trade Commission reporting: Applicable

13. Whether a put option or similar contract has been entered into: Yes Contract details: 1. Put option on the remaining 100,000 shares (10%): The seller(s) holding the remaining shares after this transaction may request the buyer to purchase the remaining shares if the following conditions are met, provided that the put-option exercise price shall not exceed KRW 70,000 per share. - Condition 1: If cumulative operating profit from 2026 to 2030 exceeds KRW 40 billion: (average annual operating profit / 1,000,000 shares * 8 * number of remaining shares) - Condition 2: If cumulative operating profit from 2026 to 2030 exceeds KRW 32 billion but is KRW 40 billion or less: (average annual operating profit / 1,000,000 shares * 8 * number of remaining shares) * (cumulative operating profit / KRW 40 billion) 2. Tag-along right on the remaining 100,000 shares (10%): If, after this transaction, the buyer seeks to sell a cumulative total of 45% or more of the target company's issued shares to a third party, the holder(s) of the remaining shares may sell all or part of their shares together. * "Independent director" applies to listed companies and "outside director" applies to unlisted companies.

14. Future plans for corporate restructuring: As of the report submission date, there is no plan for restructuring such as a merger.

15. Other material matters relevant to investment decisions 1. The capital and total issued shares of the issuing company in "1. Issuing company" above are stated as of the report submission date. 2. The Company's "total assets" and "equity capital" in "2. Details of the acquisition" above are stated based on the financial statements as of the end of the most recent fiscal year (2025). 3. The "acquisition amount" in "2. Details of the acquisition" above may be reduced within the limit of the KRW 1 billion deferred payment. The KRW 1 billion deferred payment is to be paid after deduction if contingent liabilities or other economic burdens arise by the 2027 fiscal year-end. 4. "5. Expected acquisition date" above is stated based on the (expected) date of completion of the transfer of share certificates. The share certificates are to be transferred after payment of the down payment, and the contract may be terminated if the transaction is not closed, including acceptance of the business combination filing, by February 28, 2027 (which may be extended by written agreement between the parties) through no fault of either party. 5. The details of "6. Counterparty" above are as follows.

Counterparty | Shares transferred (shares) | Transfer price (KRW) | Payment date Han Seong-gyu | 146,000 | 7,300,000,000 | Down payment KRW 3.65 billion: 2026.08.24; balance KRW 2.65 billion: within 5 days from acceptance of the business combination filing; deferred payment KRW 1.0 billion: paid after the FY2027 financial statements are approved at the general shareholders' meeting and contingent liabilities/economic burdens specified in the contract are adjusted O Seong-gu | 46,294 | 2,314,700,000 | Down payment 50%: 2026.08.24; balance 50%: within 5 days from acceptance of the business combination filing Kim Hyeon-ho | 40,000 | 2,000,000,000 | - Kim Deok-jin | 8,000 | 400,000,000 | - Jo Yeong-in | 40,000 | 2,000,000,000 | - Kim Hyang-sin | 28,864 | 1,443,200,000 | - Jang Mun-jeong | 38,000 | 1,189,400,000 | - Lee Dong-hui | 25,000 | 782,500,000 | - Lee Chang-hak | 23,434 | 733,484,200 | - Lee Gyeong-hwa | 20,000 | 626,000,000 | - Yu Hyeon | 15,462 | 483,960,600 | - Lee Gang-nam | 9,000 | 281,700,000 | - Choi Jong-ok | 6,000 | 187,800,000 | - Lee Sang-won | 3,000 | 93,900,000 | - Lee Jae-hui | 64,512 | 2,019,225,600 | - Lee Yong | 60,000 | 1,878,000,000 | - Kim Jong-bae | 45,434 | 1,422,084,200 | - Jang Tae-sik | 40,000 | 1,252,000,000 | - O Seo-jun | 35,000 | 1,095,500,000 | - O Ji-ho | 35,000 | 1,095,500,000 | - Jo Eun-jeong | 33,000 | 1,032,900,000 | - Jo Myeong-il | 30,000 | 939,000,000 | - Lee Hyeon-seok | 30,000 | 939,000,000 | - Hwang Gang-seop | 18,000 | 563,400,000 | - Park Un-yong | 13,000 | 406,900,000 | - Kim Yun-ho | 7,000 | 219,100,000 | - Lee Han-seon | 7,000 | 219,100,000 | - Kim Jae-hyeon | 7,000 | 219,100,000 | - Jeong Yeon-gwang | 6,000 | 187,800,000 | - Jei & T Co., Ltd. | 20,000 | 626,000,000 | - Total | 900,000 | 33,951,254,600 | Down payment: KRW 16,975,627,300; balance: KRW 15,975,627,300; deferred payment: KRW 1,000,000,000

6. For details on "8. External valuation matters" above, please refer to the attached "Opinion of the External Valuation Institution."

Related disclosures: -

[Summary Financial Status of the Issuing Company] (Unit: KRW million) Category | Total assets | Total liabilities | Total equity | Capital | Revenue | Net income | Audit opinion | External auditor Current year | 23,585 | 8,791 | 14,794 | 500 | 21,613 | 3,652 | - | Jeongdong Accounting Corporation Prior year | 17,715 | 6,573 | 11,142 | 500 | 31,106 | 5,080 | Unqualified | Jeongdong Accounting Corporation Year before that | 10,180 | 4,022 | 6,158 | 500 | 13,869 | 1,281 | Unqualified | Jeongdong Accounting Corporation Note: The current-year financial statements are stated as of the first half of 2026.

[Matters Concerning the Counterparty] 1. Personal details - basic information Name | Nationality | Address (head office) [stated only down to town/township/district level] Han Seong-gyu, O Seong-gu, Kim Hyeon-ho, Kim Deok-jin, Jo Yeong-in, Kim Hyang-sin, Jang Mun-jeong, Lee Dong-hui, Lee Chang-hak, Lee Gyeong-hwa, Yu Hyeon, Lee Gang-nam, Choi Jong-ok, Lee Sang-won, Lee Jae-hui, Lee Yong, Kim Jong-bae, Jang Tae-sik, O Seo-jun, O Ji-ho, Jo Eun-jeong, Jo Myeong-il, Lee Hyeon-seok, Hwang Gang-seop, Park Un-yong, Kim Yun-ho, Lee Han-seon, Kim Jae-hyeon, Jeong Yeon-gwang | Republic of Korea | Gumi-dong, Bundang-gu, Seongnam-si, Gyeonggi-do; Seongbok-dong, Suji-gu, Yongin-si, Gyeonggi-do; Olympic-ro, Songpa-gu, Seoul; Banpo-daero, Seocho-gu, Seoul; Banpo-daero, Seocho-gu, Seoul; Seongbok-ro, Suji-gu, Yongin-si, Gyeonggi-do; Dongcheon-ro, Suji-gu, Yongin-si, Gyeonggi-do; Dongbaekjukjeon-daero, Giheung-gu, Yongin-si, Gyeonggi-do; Seongbok-dong, Suji-gu, Yongin-si, Gyeonggi-do; Gonghang-dong, Gangseo-gu, Seoul; Gumi-dong, Bundang-gu, Seongnam-si, Gyeonggi-do; Yeokmal-ro, Hanam-si, Gyeonggi-do; Sangdaewon-dong, Jungwon-gu, Seongnam-si, Gyeonggi-do; Sunam-ro, Gwangju-si, Gyeonggi-do; Seongbok 2-ro, Suji-gu, Yongin-si, Gyeonggi-do; Gaepo-ro, Gangnam-gu, Seoul; Dongcheon-ro, Suji-gu, Yongin-si, Gyeonggi-do; Samseong-ro, Gangnam-gu, Seoul; Simindaero, Dongan-gu, Anyang-si, Gyeonggi-do; Jamwon-dong, Seocho-gu, Seoul; Geomapyeong-ro, Wansan-gu, Jeonju-si, Jeonbuk State; Hopyeong-ro, Namyangju-si, Gyeonggi-do; Yeongtong-gu, Suwon-si, Gyeonggi-do; Yatap-dong, Bundang-gu, Seongnam-si, Gyeonggi-do; Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do; Dongnam-ro, Songpa-gu, Seoul; Bangbaecheon-ro, Seocho-gu, Seoul; Sagajeong-ro, Dongdaemun-gu, Seoul; Geumgwang-ro, Jungwon-gu, Seongnam-si, Gyeonggi-do Occupation (business details): Executive/manager, etc. - Largest shareholder, representative director, representative executive officer status and financial status, etc. (if the counterparty is a corporation) Category | Name | Number of shares | Ownership ratio (%) Largest shareholder | - | - | - (Unit: KRW) Most recent fiscal year: -; Fiscal year-end: -; Total assets: -; Capital: -; Total liabilities: -; Revenue: -; Total equity: -; Net income (loss): -; External auditor: -; Whether in suspension of business: -; Audit opinion: -; Whether closed down: - 2. Relationship with the Company or its largest shareholder/officers - Relationship between the Company and the counterparty: - - Relationship between the Company's largest shareholder/officers and the counterparty: Name -, relationship with counterparty - 3. Transaction history over the last 3 years (excluding routine transactions) Category | Transaction details Current year: -; Prior year: -; Year before that: -

[Matters Concerning the Counterparty] 1. Personal details - basic information Name (designation): Jei & T Co., Ltd. Nationality: Republic of Korea Address (head office): Sinsa-dong, Gangnam-gu, Seoul Occupation (business details): General restaurant business - Largest shareholder, representative director, representative executive officer status and financial status, etc. (if the counterparty is a corporation) Category | Name | Number of shares | Ownership ratio (%) Largest shareholder | Jo Yeong-in | 10,000 | 100 (Unit: KRW) Most recent fiscal year: 2025; Fiscal year-end: December; Total assets: 789,008,667; Capital: 10,000,000; Total liabilities: 727,337,991; Revenue: 455,470,652; Total equity: 61,670,676; Net income: 79,074,220; External auditor: -; Whether in suspension of business: No; Audit opinion: -; Whether closed down: No 2. Relationship with the Company or its largest shareholder/officers - Relationship between the Company and the counterparty: - - Relationship between the Company's largest shareholder/officers and the counterparty: Name -, relationship with counterparty - 3. Transaction history over the last 3 years (excluding routine transactions) Category | Transaction details Current year: -; Prior year: -; Year before that: -

Filed2026-08-24, Material event report (equity acquisition)
SourceDART rcept 20260824000316 → open original filing

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 2026-08-24 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).