What happened
Decision to Acquire Equity and Other Securities of Another Company 6.1
PNC Tech Co., Ltd.
Amendment Report August 28, 2026
1. Disclosure document being amended: Material Event Report / Exchange Reporting Obligation 2. Original filing date of the disclosure document being amended: 2025-10-22 3. Amended items:
Item 5 (Expected transfer date): Reason for amendment - Change of date Before: 2026-08-31 After: 2026-11-30
Item 7 (Payment of transaction price): Reason for amendment - Change of timing for the second installment and the final payment Before: 2) Payment timing - Second installment: KRW 5,387,000,000 (based on whichever is earlier of 4 months after the buyer secures a majority of the board or 2026-08-31) / shares transferred: 2,746,507 common shares; Final payment: KRW 2,250,000,000 (based on whichever is earlier of 4 months after the buyer secures a majority of the board or 2026-08-31) / shares transferred: 650,065 common shares After: 2) Payment timing - Second installment: KRW 5,387,000,000 (2026-10-16) / shares transferred: 2,746,507 common shares; Final payment: KRW 2,250,000,000 (2026-11-30) / shares transferred: 650,065 common shares
Item 15 (Other material matters relevant to investment decisions): Reason for amendment - Change of the planned share transfer schedule by payment installment and of the second-installment/final-payment timing Before: 3) The above "5. Expected transfer date" reflects a planned share transfer by payment timing, scheduled as follows: Second installment: KRW 5,387,000,000 (within 4 months after the buyer secures a majority of the board) / shares transferred: 2,746,507 common shares; Final payment: KRW 2,250,000,000 (within 4 months after the buyer secures a majority of the board) / shares transferred: 650,065 common shares After: 3) The above "5. Expected transfer date" reflects a planned share transfer by payment timing, scheduled as follows: Second installment: KRW 5,387,000,000 (2026-10-16) / shares transferred: 2,746,507 common shares; Final payment: KRW 2,250,000,000 (2026-11-30) / shares transferred: 650,065 common shares
Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange 2025-10-22
Company name: PNC Tech Co., Ltd. Representative Director: Cho Gwang-sik Head office address: 68 Gwacheon-daero 7-gil, Gwacheon-si, Gyeonggi-do (Galhyeon-dong, Gwacheon E-Tower) (Phone) 02-2240-8425 (Website) http://www.pnctech.co.kr Preparer: (Title) Director (Name) Choi Yong-bok (Phone) 02-2240-8425
Decision to Acquire Equity and Other Securities of Another Company
1. Issuing company: Company name Gwangmyeong Electric Co., Ltd.; Nationality Republic of Korea; Representative Lee Jae-gwang; Capital stock (KRW) 21,668,807,500; Relationship with the Company - Not applicable; Total issued shares 43,337,615; Main business Manufacture of switchboards and electrical automatic control panels; Whether new shares were acquired via third-party placement within the past 6 months: No
2. Acquisition details: Number of shares acquired 8,483,144; Acquisition amount (KRW)(A) 30,500,000,000; Total assets (KRW)(B) 97,287,389,508; (A/B) 31.35%; Equity capital (KRW)(C) 67,899,413,844; (A/C) 44.92%
3. Shares owned and ownership ratio after acquisition: Shares owned 3,396,572; Ownership ratio 7.84%
4. Purpose of acquisition: To maximize the Company's growth potential by realizing business synergies.
5. Expected transfer date: 2026-11-30
6. Transaction counterparty: Company name Nabang Holdings Co., Ltd.; Capital stock (KRW) 2,100,000,000; Main business Interior design; Head office address Jeongnam Industrial Complex-ro, Jeongnam-myeon, Hwaseong-si, Gyeonggi-do; Relationship with the Company - Not applicable
7. Payment of transaction price: 1) Payment method: Cash payment 2) Payment timing: Down payment KRW 4,575,000,000 (2025-10-22); First installment KRW 18,288,000,000 (2025-10-27) / shares transferred 5,086,572 common shares; Second installment KRW 5,387,000,000 (2026-10-16) / shares transferred 2,746,507 common shares; Final payment KRW 2,250,000,000 (2026-11-30) / shares transferred 650,065 common shares 3) Funding method: Own funds and borrowings 4) The payment timing may change depending on the progress of the transaction.
8. External valuation Whether an external valuation was conducted: Yes - Basis and reason: 1. Basis: Prepared 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 acquisition price for the equity (shares) being acquired. - Name of external valuation agency: Hyundai Accounting Corporation - External valuation period: 2025-10-16 to 2025-10-21 - External valuation opinion: Based on the valuer's review, the per-share reference market price of the shares to be acquired was KRW 1,300, and the per-share value reflecting a control premium was calculated to range from a minimum of KRW 630 to a maximum of KRW 6,442. Accordingly, the buyer's per-share acquisition price as of the valuation date, KRW 3,595, was not found to have any basis for being judged inappropriate from a materiality perspective, considering precedents of control-premium transactions in listed companies.
9. Board resolution date (decision date): 2025-10-22 - Independent (outside) director attendance: Present 2; Absent - Not applicable - Attendance of the statutory auditor (or audit committee member who is not an independent/outside director): Present
10. Whether this constitutes a backdoor listing: No - Plans for third-party placement capital increase, etc. within the next 6 months: No
11. Whether the issuing company (the other company) meets the backdoor-listing requirements: No
12. Whether subject to reporting to the Fair Trade Commission: Not applicable
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, the Company has no specific finalized plans for restructuring.
15. Other material matters relevant to investment decisions: 1) The "total issued shares and capital stock" of the issuing company under Item 1 above are as of the end of the second quarter of 2025. 2) The "total assets" and "equity capital" under Item 2 above ("Acquisition details") are based on the separate financial statements as of the end of the most recent fiscal year (2024-12-31). 3) The "expected transfer date" under Item 5 above reflects a planned share transfer by payment timing, scheduled as follows: Down payment KRW 4,575,000,000 (2025-10-22); First installment KRW 18,288,000,000 (2025-10-27) / shares transferred 5,086,572 common shares; Second installment KRW 5,387,000,000 (2026-10-16) / shares transferred 2,746,507 common shares; Final payment KRW 2,250,000,000 (2026-11-30) / shares transferred 650,065 common shares 4) The "capital stock" of the transaction counterparty under Item 6 above is stated based on the separate financial statements as of the end of the most recent fiscal year (2024-12-31). 5) The [Summary Financial Status of the Issuing Company] below is based on separate financial statements as of the end of the second quarter of 2025 for the current year, separate financial statements as of the end of December 2024 for the prior year, and consolidated financial statements as of the end of December 2023 for the year before that. 6) For other details, please refer to the attached external valuation agency's opinion letter. 7) Matters relating to this acquisition decision may change in the course of consultation with relevant authorities and mutual discussion between the contracting parties, and an amendment disclosure will be made if any change occurs. 8) The "shares owned and ownership ratio after acquisition" under Item 3 above reflects that, as of 2026-04-17, the shares of Gwangmyeong Electric Co., Ltd. held changed from 13,651,350 shares (31.50%) to 3,396,572 shares (7.84%) following the transfer and disposal of 10,254,778 shares (23.66%) to/from HK Holdings Co., Ltd. * Related disclosures: None
[Summary Financial Status of the Issuing Company] (unit: KRW) Category: Total assets; Total liabilities; Total equity; Capital stock; Revenue; Net income (loss); Audit opinion; External auditor Current year: 140,551,082,864; 92,059,505,701; 48,491,577,163; 21,668,807,500; 43,165,167,419; -24,220,984,799; Semiannual review; Samduk Accounting Corporation Prior year: 142,679,052,793; 70,393,109,887; 72,285,942,906; 21,668,807,500; 142,406,269,452; -43,217,121,722; Unqualified; Samduk Accounting Corporation Year before that: 187,156,634,512; 56,535,497,664; 130,621,136,848; 21,668,807,500; 161,220,121,788; 10,890,754,211; Unqualified; Daesung Samkyung Accounting Corporation
[Matters Concerning the Transaction Counterparty] 1. Personal details - basic matters Name (entity name): Nabang Holdings Co., Ltd.; Nationality: Republic of Korea; Address (head office location) [town/township/neighborhood level]: Jeongnam Industrial Complex-ro, Jeongnam-myeon, Hwaseong-si, Gyeonggi-do; Occupation (business description): Interior design - Largest shareholder / representative director / representative executive officer status and financial condition, etc. (where the counterparty is a corporation): Category Largest shareholder; Name Oh Chang-seok; Shares held 210,000; Ownership ratio 100% (unit: KRW) Most recent fiscal year 2024, settlement month December: Total assets 62,430,414,259; Capital stock 2,100,000,000; Total liabilities 63,505,407,435; Revenue 0; Total equity -1,074,993,176; Net income (loss) -1,845,174,283; External auditor Not applicable; Whether in business suspension - Not applicable; Audit opinion Not applicable; Whether closed - Not applicable
2. Relationship between the Company or its largest shareholder/officers and the counterparty: Relationship between the Company and the counterparty - Not applicable; Relationship between the Company's largest shareholder/officers and the counterparty - Name Not applicable, Relationship with the counterparty Not applicable
3. Transaction history with the counterparty over the most recent 3 years (excluding routine transactions): Category Transaction details; Current year - Not applicable; Prior year - Not applicable; Year before that - Not applicable
[Matters Concerning Borrowings] (unit: KRW) Lender: Hana Bank; Borrowing amount: 5,000,000,000; Borrowing period: 2025-10-22 to 2026-10-22; Collateral asset: 859-8 Seoksu-dong, Manan-gu, Anyang-si, Gyeonggi-do; Note: Not applicable Subtotal: 5,000,000,000
| Filed | 2026-08-28, [Amended] Material event report (equity acquisition) |
|---|---|
| Source | DART rcept 20260828001090 → open original filing |
Source: DART. Information only, not investment advice.

