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TY Holdings / Material Event Report (Rights Offering Decision) (Subsidiary's Material Management Matter) / (2026.09.30)
Material Event Report / Matter Subject to KRX Reporting Obligation Report on a material management matter of the subsidiary Taeyoung Construction Co., Ltd.
To: Financial Services Commission / Korea Exchange September 30, 2026 Company name: Taeyoung Construction Co., Ltd. Representative Director: Lee Kang-seok Head office address: 20 Singi-ro, Gwangmyeong-si, Gyeonggi-do (Phone) 02-2090-2200 (Website) http://www.taeyoung.com Person responsible for preparation: (Title) Head of Management Division (Name) Hwang Seon-ho (Phone) 02-2090-2200
Rights Offering Decision
1. Type and number of new shares: Common shares: 10,151,513; Other shares: - 2. Par value per share (KRW): 500 3. Total shares issued before the capital increase: Common shares: 319,453,137; Other shares: 649,974 4. Purpose of fundraising: Facility funds (KRW): -; Business acquisition funds (KRW): -; Working capital (KRW): -; Debt repayment funds (KRW): -; Funds to acquire securities of other companies (KRW): -; Other funds (KRW): 23,449,995,030 5. Capital increase method: Third-party allotment [Matters regarding other shares] Articles of incorporation basis: -; Content of the shares: -; Other: - 6. New share issue price: Common shares (KRW): 2,310; Other shares (KRW): - 7. Reference share price: Common shares (KRW): 2,310; Other shares (KRW): - 7-1. Method of calculating the reference share price: Valuation of a stock for which no market price has been formed 7-2. Discount or premium rate to the reference share price (%): - 7-3. Basis for calculating the discount (premium) rate: - 8. Articles of incorporation basis for the third-party allotment: Article 10 (Issuance and Allotment of Shares), Paragraph 1, Item 2 9. Payment date: October 8, 2026 10. Dividend record start date for the new shares: January 1, 2026 11. Expected date of new share certificate delivery: - 12. Expected listing date of the new shares: October 23, 2026 13. Whether this constitutes a backdoor listing due to an in-kind contribution: No - Whether there is an in-kind contribution: No - Whether unlisted company shares are included among in-kind contribution assets: Not applicable - In-kind contribution value of shares to be paid in: In-kind contribution value (KRW): -; Ratio to the company's total assets for the most recent fiscal year (%): -; Number of shares to be paid in: - 14. Whether backdoor-listing requirements are met: Not applicable 15. Board resolution date (decision date): September 30, 2026; Attendance of independent (outside) directors: Present (persons): 3; Absent (persons): -; Attendance of auditors (audit committee members): - 16. Whether a securities registration statement must be filed: No 17. If exempted from filing, the reason: Exempted (one-year lock-up with the Korea Securities Depository) 18. Whether the subscription falls within a period when short selling is prohibited: No; Start date: -; End date: - 19. Whether subject to Fair Trade Commission reporting: Not applicable * Independent directors apply to listed companies, and outside directors to unlisted companies.
20. Other matters for investment reference: (1) This rights offering is a debt-to-equity conversion of unsecured financial claims, carried out as a third-party-allotment rights offering (debt-to-equity conversion) pursuant to the resolution of the 3rd Financial Creditors' Council (April 30, 2024) under the Corporate Restructuring Promotion Act and the Company's board resolution (September 30, 2026). (2) Under Article 5-18, Paragraph 1 of the "Regulation on Issuance, Public Disclosure, Etc. of Securities," the issue price of new shares should normally be determined by calculating the reference share price as the weighted average price over the 3rd to 5th trading days before the subscription date and then applying a discount rate; however, as the Company is undergoing a corporate improvement (workout) program under a financial institution agreement for corporate restructuring promotion, the final issue price for this debt-to-equity rights offering was set at the closing price on the date trading was suspended, KRW 2,310 per share, reflecting 1) Article 5-18, Paragraph 3 of the "Regulation on Issuance, Public Disclosure, Etc. of Securities" and 2) the new share issue price under the resolution of the 3rd Financial Creditors' Council (April 30, 2024). (3) The effective date of this rights offering is October 9, 2026, the day after the share payment date. (4) All new shares issued under this rights offering will be deposited with the Korea Securities Depository without delay after issuance and placed under a one-year lock-up from the deposit date, and the filing of a securities registration statement is exempted pursuant to Article 2-2 of the "Regulation on Issuance, Public Disclosure, Etc. of Securities." - Lock-up period: October 23, 2026 to October 22, 2027 (1 year) (5) The above "4. Purpose of fundraising" is to achieve the Company's management objective (capital expansion) of improving its financial structure through debt-to-equity conversion. (6) The subscription deposit and share payment for the new shares will be made by offsetting the underwriters' payment obligation against their financial claims against the Company, and the payment date is the date of the debt-to-equity conversion. (7) Authority regarding the preparation and execution of contracts related to this rights offering, the preparation of necessary documents, the adjustment of details, and other necessary incidental administrative procedures is delegated to the Representative Director. (8) The schedule for this rights offering may change through consultations with relevant authorities, etc. If there is any change to the schedule, the Company will provide notice through an amended disclosure.
When a listed company intends to issue a stock for which no market price has been formed on the securities market, the following information is additionally stated (unit: KRW, %):
Trading suspension information: Reference share price valuation method; Change ratio vs. closing price (B-A)/A*100; External valuation Trading suspension date: -; Last closing price before trading suspension (A): -; Valuation method: -; Valuation amount (B): -; Whether performed: -; Valuation institution name: - (all fields: -)
* As the Company is undergoing a corporate improvement (workout) program under a financial institution agreement for corporate restructuring promotion, pursuant to the exception under Article 5-18, Paragraph 4, Item 2 of the "Regulation on Issuance, Public Disclosure, Etc. of Securities" (which exempts the discount rate on the issue price where a financial creditor issues shares to convert loans, etc., into equity as part of debt restructuring), the Company and its financial creditors agreed to set the closing price on the trading suspension date as the final issue price.
[Basis and purpose of the third-party allotment] Articles of incorporation provision serving as the basis for the third-party allotment / Purpose of the third-party allotment capital increase:
Article 10 (Issuance and Allotment of Shares) (1) When this Company issues new shares by resolution of the board of directors, it shall do so by one of the following methods: 1. A method of giving shareholders the opportunity to subscribe for new shares, allotting new shares according to the number of shares they hold; 2. A method of giving a specific person (including a shareholder of this Company), by a method other than item 1, the opportunity to subscribe for new shares, where necessary to achieve the Company's management objectives such as the introduction of new technology or improvement of its financial structure; 3. A method of giving an unspecified large number of persons (including shareholders of this Company), by a method other than item 1, the opportunity to subscribe for new shares, and allotting new shares to those who subscribe accordingly.
Purpose: To achieve the Company's management objective of improving its financial structure, etc., through debt-to-equity conversion.
[Other reference matters (lock-up)] All new shares issued under this rights offering will be placed under a one-year lock-up pursuant to the resale restriction measures under Article 2-2, Paragraph 2, Item 1 of the "Regulation on Issuance, Public Disclosure, Etc. of Securities." - Lock-up period: October 23, 2026 to October 22, 2027 (1 year)
[Specific purpose of use of funds raised through the third-party allotment] [In the case of working capital/other funds] (unit: KRW)
Fund use: Other funds Details*: Offsetting the debt-to-equity conversion claims against the new share subscription payment Planned amount of use by year: 2026: 23,449,995,030; 2027: -; 2028 and after: -; Total: 23,449,995,030
Note*: Because this rights offering is carried out by issuing the Company's common shares as new shares and offsetting them against the claims subject to debt-to-equity conversion, there is no separate cash inflow.
[Selection process, transaction history, and allotment details by third-party allottee]
Allottee: Mirae Asset Securities Co., Ltd. Relationship with the company or largest shareholder: Financial creditor institution Selection process: Financial creditor subject to debt-to-equity conversion under Article 5, Chapter 2 of the Memorandum of Understanding (MOU) for implementation of the corporate improvement plan executed on May 30, 2024 Transactions within 6 months before/after the capital increase decision, and plans: None Shares allotted: 7,011,871 Remarks: One-year lock-up
Allottee: BNK Capital Corporation Relationship with the company or largest shareholder: Financial creditor institution Selection process: Financial creditor subject to debt-to-equity conversion under Article 5, Chapter 2 of the Memorandum of Understanding (MOU) for implementation of the corporate improvement plan executed on May 30, 2024 Transactions within 6 months before/after the capital increase decision, and plans: None Shares allotted: 2,093,095 Remarks: One-year lock-up
Allottee: Hana Capital Co., Ltd. Relationship with the company or largest shareholder: Financial creditor institution Selection process: Financial creditor subject to debt-to-equity conversion under Article 5, Chapter 2 of the Memorandum of Understanding (MOU) for implementation of the corporate improvement plan executed on May 30, 2024 Transactions within 6 months before/after the capital increase decision, and plans: None Shares allotted: 1,046,547 Remarks: One-year lock-up
| Filed | 2026-09-30, Material event report (rights offering) (subsidiary) |
|---|---|
| Source | DART rcept 20260930801095 → open original filing |
Source: DART. Information only, not investment advice.

