KG Eco Solution

151860 · KOSDAQ · Consumer Discretionary · SMALL CAP

[Amended] Material event report (equity acquisition) (subsidiary)

KG Steel Co., Ltd., a subsidiary of KG Eco Solution Co., Ltd., amended its March 2026 report on acquiring a 52.50% stake (25,632,810 shares) in K Car Co., Ltd. from Hahn & Co. Auto Services Holdings LLC, finalizing the acquisition amount at US$286M and setting both the final-payment date and the expected transfer date at August 31, 2026.

M&A([Amended] Material event report (equity acquisition) (subsidiary))· FILED 2026-08-27· RCEPT 20260827900823

What happened

Decision to Acquire Equity and Other Securities of Another Company

[Material Event Report Submitted on Behalf of Subsidiary KG Steel Co., Ltd.]

Amendment Report August 27, 2026

1. Disclosure document being amended: Material Event Report (Acquisition of Equity and Other Securities of Another Company) 2. Original filing date of the disclosure document being amended: 2026-03-31 3. Amended items:

Item 2 (Acquisition details): Reason for amendment - Finalization of acquisition details Before: Acquisition amount (A) KRW 400,000,000,050; (A/B) 12.90%; (A/C) 19.46% After: Acquisition amount (A) KRW 394,610,154,745; (A/B) 12.73%; (A/C) 19.20%

Item 5 (Expected transfer date): Reason for amendment - Finalization of the expected transfer date Before: Not applicable After: 2026-08-31

Item 7 (Payment of transaction price): Reason for amendment - Finalization of the final-payment timing Before: 2) Payment timing - Down payment: 2026-04-01; Final payment: 5 business days after satisfaction of all conditions precedent to closing under the share purchase agreement, or such other date as the parties may agree After: 2) Payment timing - Down payment: 2026-04-01; Final payment: 2026-08-31

Material Event Report / Exchange Reporting Obligation [Report on Material Management Matters of Subsidiary KG Steel Co., Ltd.] To the Financial Services Commission / Korea Exchange 2026-03-31

Company name: KG Steel Co., Ltd. Representative Director: Kim Seong-il Head office address: 5th Floor, KG Tower, 92 Tongil-ro, Jung-gu, Seoul (Phone) 02-3450-8114 (Website) https://kg-steel.co.kr Preparer: (Title) Head of Finance Office, Management Support Division (Name) Kim Hyeong-do (Phone) 02-3450-8095

Decision to Acquire Equity and Other Securities of Another Company

1. Issuing company: Company name K Car Co., Ltd.; Nationality Republic of Korea; Representative Jeong In-guk; Capital stock (KRW) 24,410,424,000; Relationship with the Company - Not applicable; Total issued shares 48,820,848; Main business Used-car sales; Whether new shares were acquired via third-party placement within the past 6 months: No

2. Acquisition details: Number of shares acquired 25,632,810; Acquisition amount (KRW)(A) 394,610,154,745; Total assets (KRW)(B) 3,100,740,293,377; (A/B) 12.73%; Equity capital (KRW)(C) 2,055,486,553,860; (A/C) 19.20%

3. Shares owned and ownership ratio after acquisition: Shares owned 25,632,810; Ownership ratio 52.50%

4. Purpose of acquisition: Diversification of the business portfolio and securing future growth engines.

5. Expected transfer date: 2026-08-31

6. Transaction counterparty: Company name Hahn & Co. Auto Services Holdings LLC; Capital stock (KRW) 3,436,512,200; Main business Investment purpose company under the Financial Investment Services and Capital Markets Act; Head office address 21st Floor, Ferrum Tower, 19 Eulji-ro 5-gil, Jung-gu, Seoul (Suha-dong); Relationship with the Company - Not applicable

7. Payment of transaction price: 1) Payment method: Cash payment 2) Payment timing: Down payment 2026-04-01; Final payment 2026-08-31

8. External valuation Whether an external valuation was conducted: Yes - Basis and reason: 1) Basis: For use as an attachment to the material event report filed with the Financial Services Commission pursuant to Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. 2) Reason: To provide reference material for assessing the appropriateness of the transfer price in acquiring shares of the issuing company, and for use as an attachment to the material event report filed pursuant to the Financial Investment Services and Capital Markets Act. - Name of external valuation agency: Taesung Accounting Corporation - External valuation period: 2026-06-17 to 2026-06-26 - External valuation opinion: Based on the valuer's review, the per-share reference market price of the shares to be acquired was KRW 14,115, and the per-share value reflecting a control premium was calculated to range from a minimum of KRW 12,780 to a maximum of KRW 32,482. Accordingly, your Company's acquisition price of KRW 15,605 per share falls within the range of per-share values reflecting the control premium, and no basis was found for judging the acquisition amount inappropriate from a materiality perspective.

9. Board resolution date (decision date): 2026-06-29 - Independent (outside) director attendance: Present 3; Absent 1 - Attendance of the statutory auditor (or audit committee member who is not an independent/outside director): Not applicable

10. Whether this constitutes a backdoor listing: Not applicable - Plans for third-party placement capital increase, etc. within the next 6 months: Not applicable

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

12. Whether subject to reporting to the Fair Trade Commission: Yes

13. Whether a put option or similar agreement was entered into: No; Contract details: Not applicable * "Independent director" applies to listed companies; "outside director" applies to unlisted companies.

14. Future plans for corporate restructuring: As of the filing date of this report, no specific plans for future restructuring have been finalized.

15. Other material matters relevant to investment decisions: - The "capital stock and total issued shares of the issuing company" under Item 1 above are as of the filing date of this disclosure. - The "total assets" and "equity capital" under Item 2 above ("Acquisition details") are based on the consolidated financial statements prepared under Korean IFRS as of the end of 2025. - The "expected transfer date" under Item 5 above is based on the completion date of payment. Upon this acquisition decision, the Company executed a "Share Purchase Agreement" with the counterparty on the same day as the board resolution. However, the final payment is to be made on the date that is 5 business days after satisfaction of all conditions precedent to closing under the share purchase agreement (including business-combination filing), or on such other date as the parties may agree; an amendment disclosure will be made immediately once the payment date is finalized. - The "capital stock" of the transaction counterparty under Item 6 above is based on preliminary (unaudited) settlement figures as of the end of 2025. - The "down payment" timing under "7. Payment of transaction price" above was completed on April 1. - With respect to "8. External valuation" above, where an on-market purchase method is available, the Company plans to proceed by that method. - "12. Whether subject to reporting to the Fair Trade Commission" above refers to a business-combination filing. - This disclosure concerns the determination of the closing schedule by agreement of the parties and a change in the purchase price pursuant to the price-adjustment clause of the share purchase agreement. - All authority to decide and implement specific matters is delegated to the Representative Director or a person designated by the Representative Director. - Under this transaction, either the seller or the buyer may immediately terminate the agreement by written notice to the other party if closing of the transaction becomes unlawful or prohibited under applicable law, or if a government authority issues an order making the transaction unlawful or prohibited and that order becomes final and non-appealable. - The issuing company's financial information is prepared as of the end of 2025 (current year), 2024 (prior year), and 2023 (year before that). * Related disclosures: None

[Summary Financial Status of the Issuing Company] (unit: KRW million) Category: Total assets; Total liabilities; Total equity; Capital stock; Revenue; Net income; Audit opinion; External auditor Current year: 534,570; 310,632; 223,939; 24,410; 2,438,839; 50,886; Unqualified; Samil PricewaterhouseCoopers Prior year: 524,848; 299,060; 225,788; 24,091; 2,301,530; 43,965; Unqualified; Samil PricewaterhouseCoopers Year before that: 554,118; 319,202; 234,916; 24,091; 2,047,566; 28,366; Unqualified; Samil PricewaterhouseCoopers

[Matters Concerning Borrowings] (unit: KRW million) Lender: KB Securities Co., Ltd.; Borrowing amount: 67,000; Borrowing period: 5 years from the initial drawdown date; Collateral/Note: Share pledge agreement (19,225,720 K Car common shares); securities-account pledge agreement (the securities account holding the pledged K Car shares); deposit-account pledge agreement (the Company's deposit account receiving dividends, share-disposal proceeds, and other contractual payments) Lender: KDB Capital Corporation; Borrowing amount: 26,000; Borrowing period: 5 years from the initial drawdown date; Collateral/Note: same as above Lender: SBI Savings Bank; Borrowing amount: 7,000; Borrowing period: 5 years from the initial drawdown date; Collateral/Note: same as above Subtotal: 100,000 - The above is to proceed on the premise that all conditions precedent to closing under the share purchase agreement (including business-combination filing) are satisfied.

Filed2026-08-27, [Amended] Material event report (equity acquisition) (subsidiary)
SourceDART rcept 20260827900823 → 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 2026-08-27 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).