Sungho Electronics

043260 · KOSDAQ · Information Technology · LARGE CAP

Material event report (convertible bonds)

Sungho Electronics Co., Ltd. decided on August 31, 2026 to issue US$9.47M of Series 21 private-placement convertible bonds, maturing September 8, 2029, at a conversion price of US$12.52 per share, to repay existing debt; the bonds carry a 0% coupon, bondholder put options from March 2028, and a call option for the largest shareholder group of up to US$3.79M (40%).

Capital raise(Material event report (convertible bonds))· FILED 2026-09-01· RCEPT 20260831001545

What happened

Material Event Report (Convertible Bond Issuance Decision) 6.4 Sungho Electronics Co., Ltd. Material Event Report / Matter Subject to Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange August 31, 2026

Company name: Sungho Electronics Co., Ltd. CEO: Park Seong-jae Head office address: 205-15, Gasan Digital 1-ro, Rooms 1301, 1302, 1401, Geumcheon-gu, Seoul (Phone) 02-2104-7530 (Website) http://www.sungho.net Preparer: (Title) Managing Director (Name) Yu Jae-hun (Phone) 02-2104-7500

Decision to Issue Convertible Bonds

1. Type of bonds: Series 21; Type: Unregistered, unsecured, privately placed convertible bonds

2. Total face value (electronically registered amount) of the bonds (KRW): 13,000,000,000 2-1. Remaining issuance limit under the articles of incorporation (KRW): 1,717,609,130,415 2-2. (Overseas issuance) Total face value (electronically registered amount) (currency unit): - / Applicable exchange rate, etc.: - / Issuance region: - / Name of the market for overseas listing: -

3. Purpose of fund-raising Facility funds (KRW): - / Funds for business acquisition (KRW): - / Working capital (KRW): - / Debt repayment funds (KRW): 13,000,000,000 / Funds to acquire securities of other companies (KRW): - / Other funds (KRW): -

4. Interest rate of the bonds: Coupon rate (%) 0.0 / Maturity interest rate (%) 0.0

5. Bond maturity date: September 8, 2029

6. Interest payment method The coupon rate of these convertible bonds is fixed at 0.0%, and there is no separate interest payment date.

7. Principal repayment method For the electronically registered amount of these convertible bonds held to maturity, an amount equal to 100% of the electronically registered amount will be repaid in a lump sum on the maturity date. If the repayment date is not a business day (a day, other than a holiday, on which banks in Seoul are engaged in ordinary business, excluding a day on which only some banks or some branches are open; the same applies hereinafter), repayment will be made on the following business day, and no interest will be calculated for the period after the maturity date.

8. Method of bond issuance: Private placement

9. Matters concerning conversion Conversion ratio (%): 100 / Conversion price (KRW/share): 17,192 Method of determining the conversion price: Pursuant to Article 5-22, Paragraph 1 of the Regulation on Issuance and Disclosure of Securities, the conversion price is set using the day before the issuer's board resolution date (August 31, 2026) as the base date, calculating backward from that date, and taking the highest of items (a) and (b) below as the reference price; the initial conversion price is 100% of the reference price, rounded up to the nearest KRW 1. If, after the agreement's execution date, an event requiring adjustment under Item 4 of this clause occurs, the conversion price will be adjusted accordingly. However, if the conversion price would be lower than the par value of the issuer's common shares, the par value will be used. (a) The arithmetic average of the one-month weighted average price, one-week weighted average price, and most recent day's weighted average price of the issuer's common shares (b) The most recent day's weighted average price of the issuer's common shares Type of shares to be issued upon conversion: Sungho Electronics Co., Ltd. registered common shares / Number of shares: 756,165 / Ratio to total shares outstanding (%): 1.02 Conversion request period: Start date September 8, 2027 / End date August 8, 2029 Matters concerning adjustment of the conversion price: (a) If adjustment is required due to a reduction of capital, stock split, etc., the price will be adjusted so as to produce the same effect the bondholders would have enjoyed had the conversion right been exercised and the bonds fully converted immediately before the event; if a capital reduction and stock split occur together, the conversion price will be adjusted taking into account each ratio. If the issuer fails to take such measures and the bondholders suffer loss, the issuer must compensate for that loss. The adjustment date is the record date for the capital reduction, stock split, etc., or the effective date of the other relevant event. (b) If an event increasing share value occurs, such as a capital reduction or share consolidation, the conversion price will be adjusted upward by the resulting adjustment ratio. However, if, using the day before the relevant shareholders' meeting resolution date as the base date, the price calculated under the main clause of Article 5-22, Paragraph 1 of the Regulation on Issuance and Disclosure of Securities (excluding Item 3) (the "calculated price") is below par value and the conversion price had already been adjusted to par value before the base date (excluding cases where the conversion price may be adjusted below par value), the adjusted conversion price will be no lower than the calculated price adjusted upward by that ratio. (c) If the conversion price adjusted under items (a) or (b) above is at or below par value, par value will be used as the conversion price, and the aggregate issue price of shares to be issued upon exercise of the conversion right attached to each bond may not exceed that bond's issue price. If circumstances requiring adjustment occur multiple times, the conversion price will be adjusted for each occurrence. (d) Under this item, any adjusted conversion price will be rounded up to the nearest KRW 1. (e) Except for the adjustments specified in items (a) and (b) above, the conversion price is fixed as of the issue date and will not be adjusted upward or downward for any other reason. Adjustment of the conversion price due to a decline in market price: Minimum adjusted price (KRW): - / Basis for minimum adjusted price: - / Remaining issuance limit that may be adjusted below 70% of the conversion price at issuance (KRW): -

9-1. Matters concerning options [Matters concerning the put option] Bondholders may request early redemption, prior to maturity, of all or part of the amount obtained by multiplying the electronically registered amount by the early redemption rate, on March 8, 2028 (18 months after the issue date) and on each date falling every three months thereafter (the "early redemption payment date"). If an early redemption payment date is not a business day, repayment will be made on the following business day, and no interest will be calculated for the period after that date. [Matters concerning the call option] (a) Name of the third party: Seoryong Electronics Co., Ltd., Park Seong-jae, etc. (b) Relationship with the Company: Seoryong Electronics Co., Ltd. (largest shareholder), Park Seong-jae (largest shareholder of the largest shareholder), etc. (c) Scale of acquisition: Up to KRW 5,200,000,000 (Call option 40%) (d) Purpose of acquisition: Undetermined as of the issue date (e) Economic benefit to the third party: (i) If a person eligible to become the third party exercises the conversion right attached to bonds acquired through the call option, that person may acquire 301,361 common shares based on the conversion price, holding up to 0.41% of the Company's equity. (ii) Monetary benefit: Any gain from conversion will vary with the share price at the time of exercise. * For details on the put option and call option, see "23. Other Matters for Reference in Investment Decisions" below.

10. Matters concerning merger: -

11. Subscription date: September 8, 2026 12. Payment date: September 8, 2026 13. Payment method: Cash 14. Lead underwriter: - 15. Guarantor institution: - 16. Matters concerning the provision of collateral: -

17. Date of board resolution (decision date): August 31, 2026 - Attendance of independent (outside) directors*: Present (persons) 1 / Absent (persons) 1 - Attendance of the auditor (audit committee member): Present

18. Whether a securities registration statement must be filed: No 19. Reason for exemption: Private placement (conversion and face-amount splitting are prohibited for one year from the issue date) 20. Whether this falls within a period during which acquisition by a short seller is prohibited: No / Start date: - / End date: - 21. Details of securities lending transactions connected with the overseas issuance of these bonds: Not applicable (purpose, number of shares, particulars of lender and borrower, expected disposal timing, lending terms, repayment method, connection with issuance, fees, etc.: -) 22. Whether subject to reporting to the Fair Trade Commission: Not applicable

23. Other matters for reference in investment decisions [Matters concerning the put option] Bondholders may request early redemption, prior to maturity, of all or part of the amount obtained by multiplying the electronically registered amount by the early redemption rate, on March 8, 2028 (18 months after the issue date) and on each date falling every three months thereafter (the "early redemption payment date"). If an early redemption payment date is not a business day, repayment will be made on the following business day, and no interest will be calculated for the period after that date. (1) Place for requesting early redemption: Head office of the issuer (2) Place for payment of early redemption: Gieop Bank, Namguro Branch (as stated in the filing) (3) Period for requesting early redemption: Bondholders must request to the Korea Securities Depository between 60 days and 30 days before the early redemption payment date; if the last day is not a business day, the period extends to the following business day. Early redemption schedule (Request period From-To / Payment date / Rate): 1st 2028-01-08 to 2028-02-07 / 2028-03-08 / 100.0000%. 2nd 2028-04-09 to 2028-05-09 / 2028-06-08 / 100.0000%. 3rd 2028-07-10 to 2028-08-09 / 2028-09-08 / 100.0000%. 4th 2028-10-09 to 2028-11-08 / 2028-12-08 / 100.0000%. 5th 2029-01-07 to 2029-02-06 / 2029-03-08 / 100.0000%. 6th 2029-04-09 to 2029-05-09 / 2029-06-08 / 100.0000%. (4) Early redemption request procedure: If the bonds are registered in a customer account, the bondholder requests through the account management institution to the Korea Securities Depository; if registered in an institution's own account, the bondholder requests directly to the Korea Securities Depository, which consolidates and submits the request. [Matters concerning the call option] Seoryong Electronics and others hold the right (the "call option") to require the underwriters to sell all or part of these bonds, in proportion to each underwriter's holding, to Seoryong Electronics and others or a designated third party, on each date falling every three months (the "settlement payment date") during the period from September 8, 2027 (12 months after issuance) to March 8, 2028 (18 months after issuance, the "call option exercise period"; if the last day is not a business day, the following business day applies). The amount Seoryong Electronics and others may exercise is limited to the amount set out in Item 1 of this clause. If the call option is granted to the issuer's largest shareholder and its related parties (the "largest shareholder, etc."), the quantity they may purchase is limited so they may not acquire shares in excess of their shareholding ratio at the time of issuance, and is further limited to the amount prescribed in Article 5-21, Paragraph 3 of the Regulation on Issuance and Disclosure of Securities. (1) Method of exercise: Seoryong Electronics and others must, between 20 and 10 days before the settlement payment date, notify the underwriters in writing of the exerciser, the purchaser, the electronically registered amount of the call option bonds, the purchase price, and the settlement payment date; the sale agreement is deemed concluded on the date the notice reaches each underwriter. For the third call option period, the notice window is 50 to 20 days before the third settlement payment date. (2) Purchase price: The electronically registered amount of the call option bonds plus an amount calculated at an annual compound rate of 0.1% from the bond issue date to the settlement payment date. Call option schedule (Request period From-To / Settlement payment date / Rate): 1st 2027-08-19 to 2027-08-30 / 2027-09-08 / 100.1000%. 2nd 2027-11-18 to 2027-11-29 / 2027-12-08 / 100.1248%. 3rd 2028-01-18 to 2028-02-17 / 2028-03-08 / 100.1497%. (3) Delivery of the bonds: Upon receiving the purchase price, the underwriter delivers the call option bonds by electronic registration under the Act on Electronic Registration of Stocks, Bonds, etc. If an underwriter fails to deliver on the settlement payment date, it must pay, as a separate penalty, an amount calculated at 12% per annum on the purchase price from the settlement payment date until actual delivery. (4) Mandatory holding: Underwriters must hold 40% of the total electronically registered amount of these bonds in unconverted form during the call option exercise period, to guarantee the call option. (5) The largest shareholder and related parties are limited in exercising the call option to the shareholding ratio held at the time of issuance.

[Details of Bond Issuance by Specific Allottee] Shinhan Investment & Securities Co., Ltd. (as trustee of Fund 1 below): Selected considering the investor's payment capacity, timing, and future relationship with the Company; Face value issued (KRW) 3,000,000,000 Duseong Tech Co., Ltd.: Selected considering the investor's payment capacity, timing, and future relationship with the Company; Face value issued (KRW) 10,000,000,000 Fund 1: VM Elite KOSDAQ Venture General Private Investment Trust / Collective investment manager VM Asset Management Co., Ltd. / Trustee Shinhan Investment & Securities Co., Ltd.

[Matters Concerning a Corporation or Entity That Becomes a Shareholder Through Exercise of Rights] (1) Basic information: Duseong Tech Co., Ltd.; Number of investors (persons) 1; CEO Kim Myo-geun; Largest shareholder DSP Invest Co., Ltd., 100% (2) Key financial matters as of the most recent settlement date (Unit: KRW million): Fiscal year 2025 / Settlement month December / Total assets 247,990 / Revenue 116,437 / Total liabilities 53,631 / Net income 38,330 / Total equity 194,359 / External auditor Saesidae Accounting Corporation / Capital stock 1,000 / Audit opinion Unqualified

[Specific Purpose of Use of the Funds Raised] [For debt repayment funds] (Unit: KRW, %): Long-term borrowings / Lender Seoryong Electronics Co., Ltd. / Loan amount 13,000,000,000 / Loan date August 14, 2026 / Maturity date August 14, 2029 / Interest rate 4.6

[Matters Concerning Outstanding Bonds Convertible into Unredeemed Shares] 14th BW: Balance (KRW) 6,390,869,585; Conversion price (KRW) 1,659; Shares convertible 3,852,242; Period October 2, 2025 to September 2, 2026; Note 1 16th CB: 12,000,000,000; 1,150; 10,434,782; February 1, 2027 to July 1, 2028; - 17th CB: 5,000,000,000; 1,150; 4,347,826; August 1, 2026 to July 1, 2028; Note 2 18th CB: 50,000,000,000; 2,895; 17,271,157; January 7, 2027 to December 7, 2028; - 19th BW: 30,000,000,000; 2,895; 10,362,694; January 7, 2027 to December 7, 2028; - 20th CB: 89,500,000,000; 19,114; 4,682,431; August 14, 2027 to July 14, 2029; - Subtotal: 192,890,869,585; -; (A) 50,951,132; -; - Newly issued bonds: 13,000,000,000; 17,192; (B) 756,165; September 8, 2027 to August 8, 2029; - Total: 205,890,869,585; -; 51,707,297; -; - Total shares already issued (C): 73,433,552. Ratio of total already-issued shares (%) (D=(A+B)/C): 70.41 Note 1) The 14th bonds with warrants were acquired by the Company through exercise of the sale request right on October 2, 2025 and are treasury bonds. See the disclosure "Acquisition, Prior to Maturity, of Bonds with Warrants (Incl. Overseas BWs) After Issuance" dated October 2, 2025. Note 2) The 17th convertible bonds were acquired by the Company through exercise of the sale request right on August 3, 2026 and are treasury bonds. See the disclosure "Material Event Report (Decision to Redeem Own Convertible Bonds Prior to Maturity)" dated June 9, 2026.

Filed2026-09-01, Material event report (convertible bonds)
SourceDART rcept 20260831001545 → 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 2026-09-01 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).