Daejin Advanced Materials

393970 · KOSDAQ · Materials · SMALL CAP

[Amended] Material event report (merger)

Daejin Advanced Materials amended its April 2026 merger decision report to disclose that it has withdrawn its planned absorption merger of wholly-owned subsidiary YMP Lighting Co., Ltd. after a YMP Lighting creditor objected, terminating the merger agreement by mutual consent and cancelling the previously scheduled October 1, 2026 merger date with no change in capital or merger consideration.

M&A([Amended] Material event report (merger))· FILED 2026-10-01· RCEPT 20261001000567

What happened

Material Event Report (Company Merger Decision) 6.2 Daejin Advanced Materials Co., Ltd.

Amendment Report October 1, 2026

1. Disclosure document being amended: Material Event Report (Company Merger Decision) 2. Original filing date of the disclosure document: April 29, 2026 3. Amended Items

Item: 18. Other Important Matters Related to Investment Decisions Reason for amendment: Withdrawal of the merger decision and all related matters Before: Company Merger Decision After: Withdrawal

※ Matters Concerning Withdrawal of the Merger Decision On April 29, 2026, the Company resolved at a board meeting to merge with its wholly owned (100%) subsidiary YMP Lighting Co., Ltd. (the dissolving company) by absorption merger (a small-scale merger under Article 527-3 of the Commercial Act), as disclosed at the time, and executed the merger agreement on April 30, 2026. Subsequently, by board resolution and a supplementary agreement dated July 1, 2026, the merger date was changed to October 1, 2026. However, during the merger process, a creditor of YMP Lighting, the dissolving company, objected to the merger, making it difficult to proceed further. Accordingly, on October 1, 2026, the Company resolved at a board meeting to withdraw the merger decision, and, following discussion with YMP Lighting, the merger agreement and supplementary agreement were mutually terminated by agreement. As a result, the merger will not take legal effect (including merger registration), and all previously disclosed procedures related to the merger, including the previously disclosed merger date and expected merger registration date, have been cancelled. There is no change in the Company's capital and no merger consideration payment resulting from the withdrawal; the Company and YMP Lighting will each continue to exist independently. Investors are advised to take note of this.

Item: 10. Merger Schedule Merger date: Before: October 1, 2026; After: - Expected merger registration date: Before: October 2, 2026; After: -

Item: 18. Other Important Matters Related to Investment Decisions - 6) Key Merger Schedule Merger board resolution date: April 29, 2026, Record date for objecting shareholders set and announced Notice of record-date setting: April 29, 2026, Posted on Company website Merger agreement execution date: April 30, 2026 Record date for shareholders with rights: May 14, 2026 Small-scale merger notice: May 14, 2026, Posted on Company website Objection notice receipt period: Start May 14, 2026; End May 28, 2026 Board resolution approving the merger: May 29, 2026, In lieu of general shareholders' meeting Creditor objection notice: May 29, 2026, Posted on Company website Creditor objection period: Start May 29, 2026; End June 30, 2026 Merger date: October 1, 2026 Board resolution for merger completion report (planned): October 1, 2026, In lieu of general shareholders' meeting Merger completion report notice: October 1, 2026, Posted on Company website Merger (dissolution) registration date (expected): October 2, 2026

[After amendment, the same schedule items up to the creditor objection period are unchanged; the following items are cancelled:] Merger date: - Board resolution for merger completion report (planned): - Merger completion report notice: - Merger (dissolution) registration date (expected): -

7) The above merger schedule is the planned schedule as of the date of this report and may change due to consultation and approval processes with relevant authorities. Due to the withdrawal of the merger decision, all dates following the date of this report, including the merger date (October 1, 2026), have been cancelled.

Submitted to: Financial Services Commission / Korea Exchange April 29, 2026 Company name: Daejin Advanced Materials Co., Ltd. CEO: Yoo Seong-jun Head office address: 4F, 342 Olympic-ro, Songpa-gu, Seoul (Bangi-dong, Owl Tower) Phone: 02-412-7001 Website: http://www.daejin2019.com Preparer: Director, Kim Byeong-chan, Phone: 02-412-7001

Company Merger Decision

※ Matters Concerning Withdrawal of the Merger Decision [Same withdrawal notice as above, repeated in the filing.]

1. Merger Method: Daejin Advanced Materials Co., Ltd. (surviving company) absorbs YMP Lighting Co., Ltd. (dissolving company) by absorption merger (small-scale merger under Article 527-3 of the Commercial Act) - Surviving company: Daejin Advanced Materials Co., Ltd. - Dissolving company: YMP Lighting Co., Ltd. - Merger type: Small-scale merger

2. Purpose of Merger: To reduce unnecessary resource duplication through the merger, improve management efficiency through integration of physical and human resources, increase synergy between businesses, and enhance shareholder value.

3. Material Impact and Effect of the Merger (1) Impact on company management: This merger is structured as an absorption of wholly-owned subsidiary YMP Lighting. The merger ratio is 1.0000000 : 0.0000000; as the surviving company, Daejin Advanced Materials, will not issue new shares (a non-capital-increase merger), there will be no change in Daejin Advanced Materials' largest shareholder, and Daejin Advanced Materials will maintain its status as the surviving company. (2) Impact on finances and operations: The merger is expected to reduce unnecessary resource duplication from maintaining YMP Lighting as a subsidiary, and to improve management efficiency through integrated use of human and physical resources. The merger is expected to have a positive effect on the financial condition and business operations of both merging companies.

4. Merger Ratio: Daejin Advanced Materials Co., Ltd. : YMP Lighting Co., Ltd. = 1.0000000 : 0.0000000 - (For a dissolution merger involving a special purpose acquisition company, the multiple of the merger shares' listing-day reference price relative to the acquisition company's last trading-day closing price: Not applicable)

5. Basis for Calculating the Merger Ratio: Daejin Advanced Materials owns 100% of the shares of YMP Lighting, the dissolving company. As no new shares will be issued for the dissolving company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company: -; Dissolving company: -

6. Matters Concerning External Valuation External valuation conducted: Not applicable - Basis and reason: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, when a company owning all of another company's issued shares merges with that company without issuing new shares, an external valuation of the fairness of the merger value is not required. As this merger falls under that provision, no external valuation was conducted. - External valuation institution name: -; Valuation period: -; Valuation opinion: -

7. Type and Number of New Merger Shares: Common shares: -; Special class shares: -

8. Merger Counterparty Company name: YMP Lighting Co., Ltd. Main business: Manufacture of automotive lamps (front fog lamps, daytime running lights, positioning lamps, front turn signal lamps) Relationship with the company: Subsidiary Most recent fiscal year financials (KRW): Total assets: 23,530,189,838; Capital stock: 920,000,000; Total liabilities: 22,418,842,184; Revenue: 49,825,454,305; Total equity: 1,111,347,654; Net income: -3,497,765,718 External audit: Auditor: Hanlim Accounting Corporation; Audit opinion: Unqualified (Special acquisition-company dissolution merger items: CEO: -; Date of establishment: -; Head office location: -; Expected securities registration statement filing date: -)

9. Newly Established Merged Company: Not applicable (company name: -; financials at establishment: -; current financials: -; main business: -; relisting application: Not applicable)

10. Merger Schedule Merger agreement date: April 30, 2026 Shareholder record date: May 14, 2026 Shareholder register closure period: Start -; End - Objection notice receipt period: Start May 14, 2026; End May 28, 2026 General shareholders' meeting date: - Appraisal rights exercise period: Start -; End - Old share certificate submission period: Start -; End - Trading suspension period: Start -; End - Creditor objection period: Start May 29, 2026; End June 30, 2026 Merger date: - Completion report meeting date: - Merger registration expected date: - New share certificate delivery expected date: - New share listing expected date: -

11. Backdoor Listing: Not applicable 12. Satisfaction of Backdoor Listing Requirements by Other Company: Not applicable

13. Matters Concerning Appraisal Rights Exercise requirements: As this merger proceeds under the small-scale merger procedure, appraisal rights are not granted under Article 527-3 of the Commercial Act. Expected purchase price: -; Exercise procedure, method, period, place: -; Expected payment timing and method: -; Restrictions on appraisal rights: -; Effect on the agreement: -

14. Board Resolution Date (Decision Date): April 29, 2026 Independent (outside) director attendance: Present (-); Absent (-) Audit committee member (non-independent-director) attendance: -

15. Put Option or Similar Agreement: No Contract details: -

16. Subject to Securities Registration Statement Filing: No Reason for exemption: As this merger does not issue new merger shares (a non-capital-increase merger), no offering or sale of securities requiring a securities registration statement occurs in the merger process, and filing is exempted.

17. Future Plans for Corporate Restructuring: As of the filing date, Daejin Advanced Materials has no confirmed plans for corporate restructuring currently underway or planned following completion of the merger.

18. Other Important Matters Related to Investment Decisions 1) As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and merger approval is given by board resolution in lieu of a shareholders' meeting. 2) Although this merger is being carried out as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify their objection to the merger in writing within 2 weeks of the merger announcement date, the merger cannot proceed as a small-scale merger. 3) The dissolving company's most recent fiscal year financial information in item 8 above is based on financial statements as of the end of fiscal year 2025. 4) The completion report meeting referenced in the merger schedule above will be held in lieu of a physical meeting via notice on Daejin Advanced Materials' website, pursuant to Article 526, Paragraph 3 of the Commercial Act, per board resolution. 5) The merger agreement may be amended by mutual agreement of the merging parties if, between the agreement execution date and the merger date (or deadline set in the agreement), there arise matters requiring amendment due to consultation with or requirements from relevant authorities, unforeseeable natural disasters, abrupt economic changes, material changes in business condition, or other necessity. 6) Key Merger Schedule: [same schedule as set out above, before and after amendment] 7) The above merger schedule has been cancelled following the withdrawal of the merger decision, including the merger date (October 1, 2026) and all subsequent dates following the date of this report. 8) Securities registration statement filing status: Not applicable; Reason for exemption: Non-capital-increase merger. ※ Related Disclosures: Not applicable

[Detailed Statement of Key Merger Matters]

1. Overview of the Merger (1) Merger Counterparty and Background, etc. 1) Merger Counterparty Post-merger surviving company: Name: Daejin Advanced Materials Co., Ltd.; Location: 4F, 342 Olympic-ro, Songpa-gu, Seoul (Bangi-dong, Owl Tower); CEO: Yoo Seong-jun; Corporate status: KOSDAQ-listed company Post-merger dissolving company: Name: YMP Lighting Co., Ltd.; Location: 10 Dalseong 2cha-dong 1-ro, Guji-myeon, Dalseong-gun, Daegu; CEO: Yoo Seong-jun; Corporate status: Unlisted company 2) Merger Background: The surviving company, Daejin Advanced Materials, seeks to improve management efficiency by absorbing its subsidiary, YMP Lighting, and to enhance shareholder value by increasing synergy in its existing automotive lamp manufacturing business. 3) Backdoor Listing: Not applicable. 4) Material Effects on Management, Finance, and Operations: As of the filing date, Daejin Advanced Materials is the largest shareholder of YMP Lighting, holding 100% of its shares. The surviving company will absorb the dissolving company at a merger ratio of 1.0000000 : 0.0000000, and no common shares will be issued for the dissolving company's shares held by the surviving company. Accordingly, there will be no change in the largest shareholder following the merger, and Daejin Advanced Materials will maintain its status as the surviving company. Through this merger, Daejin Advanced Materials aims to strengthen management efficiency and competitiveness by efficiently utilizing human and physical resources and reducing costs, and to increase market share in the automotive lamp manufacturing business through synergy with its existing business. 5) Changes in Capital Following the Merger: As this is a non-capital-increase merger with no new merger shares issued, there will be no change in Daejin Advanced Materials' total issued shares or capital stock following the merger. 6) Future Plans for Corporate Restructuring: As of the filing date, Daejin Advanced Materials has no confirmed plans for corporate restructuring currently underway or planned following completion of the merger. 7) Transfer of Employment Relationships: On the merger date, surviving company Daejin Advanced Materials will succeed to the employment of all of dissolving company YMP Lighting's employees.

(2) Merger Ratio and Basis for Calculation 1) Calculation of merger ratio: As Daejin Advanced Materials owns 100% of YMP Lighting's shares and the merger proceeds as a non-capital-increase merger with no new shares issued, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) External valuation: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, when a company owning all of another company's issued shares merges with that company without issuing new shares, an external valuation of the fairness of the merger value is not required. As this merger falls under that provision, no external valuation was conducted.

(3) Investment Risk Factors 1) Risk factors to consider when investing in relation to whether the merger is completed (a) Overview of the surviving company: Please refer to Daejin Advanced Materials' business report and quarterly/semi-annual reports. (b) Overview of the dissolving company: Daejin Advanced Materials Co., Ltd. was established on January 16, 2019, and its main businesses are the manufacture and wholesale/retail of materials for secondary battery processes, automotive parts materials, and other industrial materials, parts, and products. It was approved for listing on the KOSDAQ market in March 2025, and trading of its shares began on the KOSDAQ market. (Note: this paragraph, under the heading describing the dissolving company, YMP Lighting, instead describes Daejin Advanced Materials itself, as stated in the filing.) 2) Other Risks (a) Risks Related to the Small-Scale Merger: Shareholders of the surviving company who oppose the merger must submit written notice of their objection during the notice receipt period (May 14-28, 2026). If the total shares held by shareholders who submit objections within this period is less than 20% of total issued shares, the merger will proceed as a small-scale merger and appraisal rights will not apply. However, if shareholders holding 20% or more of total issued shares submit objections, the surviving company will not proceed with the merger as a small-scale merger and may terminate the merger agreement. (b) Risk of Litigation by Minority Shareholders: Minority shareholders of the merging companies may file a lawsuit to invalidate the merger on grounds of procedural defects or an unfair merger ratio. If such a lawsuit is filed and a court ruling invalidating the merger becomes final, there is a risk that the merger itself could be voided. While this merger is being conducted in compliance with procedures set forth under the Commercial Act, the Financial Investment Services and Capital Markets Act, and other relevant laws, such that the risk of invalidation on procedural grounds is low, this possibility cannot be entirely excluded. Shareholders should be aware of this litigation risk and the potential for disruption to the merger process. 3) Existence of Merger-Related Agreements: Please refer to the attached board meeting minutes and contracts.

(4) Matters Concerning Appraisal Rights: As this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not recognized, and merger approval is given by board resolution in lieu of a shareholders' meeting.

(5) Relationship Between the Merging Companies 1) Investment History Between the Merging Companies: As of the filing date, Daejin Advanced Materials owns 92,000 shares (100%) of YMP Lighting. 2) Concurrent Officer Positions: Yoo Seong-jun: In-house director at both Daejin Advanced Materials and YMP Lighting Kim Gi-beom: In-house director at both Daejin Advanced Materials and YMP Lighting Lee Dong-ju: Auditor at both Daejin Advanced Materials and YMP Lighting 3) Debt Guarantees and Collateral Between the Merging Companies: None as of the filing date.

2. Matters Concerning the Merger Counterparty Company

1. Company Overview: YMP Lighting Co., Ltd. was established on October 21, 2015 for the purpose of manufacturing automotive lamps, with its head office at 10 Dalseong 2cha-dong 1-ro, Guji-myeon, Dalseong-gun, Daegu.

2. Business Description: YMP Lighting manufactures and sells automotive lamps (front fog lamps, daytime running lights, positioning lamps, front turn signal lamps).

3. Financial Matters 1) Summary Statement of Financial Position for the Last 3 Fiscal Years (Unit: KRW) Current assets: 2025: 7,057,946,415; 2024: 11,629,567,957; 2023: 10,377,197,508 Non-current assets: 2025: 16,472,243,423; 2024: 14,315,664,451; 2023: 14,600,316,295 Total assets: 2025: 23,530,189,838; 2024: 25,945,232,408; 2023: 24,977,513,803 Current liabilities: 2025: 20,585,829,652; 2024: 21,905,926,876; 2023: 20,073,816,098 Non-current liabilities: 2025: 1,833,012,532; 2024: 2,305,590,795; 2023: 2,624,157,832 Total liabilities: 2025: 22,418,842,184; 2024: 24,211,517,671; 2023: 22,697,973,930 Capital stock: 2025: 920,000,000; 2024: 920,000,000; 2023: 920,000,000 Capital surplus: 2025: -; 2024: -; 2023: - Capital adjustments: 2025: 3,327,954,925; 2024: 3,327,954,925; 2023: 3,327,954,925 Accumulated other comprehensive income: 2025: 7,881,596,823; 2024: 5,006,198,188; 2023: 5,006,198,188 Retained earnings (deficit): 2025: -11,018,204,094; 2024: -7,520,438,376; 2023: -6,974,613,240 Total equity: 2025: 1,111,347,654; 2024: 1,733,714,737; 2023: 2,279,539,873

2) Summary Income Statement for the Last 3 Fiscal Years (Unit: KRW) Revenue: 2025: 49,825,454,305; 2024: 58,904,814,496; 2023: 55,768,353,532 Cost of sales: 2025: 50,369,606,127; 2024: 55,351,719,113; 2023: 51,374,630,352 Gross profit (loss): 2025: -544,151,822; 2024: 3,553,095,383; 2023: 4,393,723,180 Selling, general and administrative expenses: 2025: 2,034,290,269; 2024: 3,214,941,852; 2023: 3,156,373,014 Operating income (loss): 2025: -2,578,442,091; 2024: 338,153,531; 2023: 1,237,350,166 Non-operating income: 2025: 34,974,860; 2024: 358,140,533; 2023: 84,146,505 Non-operating expenses: 2025: 954,298,487; 2024: 1,242,119,200; 2023: 1,156,728,884 Income (loss) before income tax: 2025: -3,497,765,718; 2024: -545,825,136; 2023: 164,767,787 Income tax expense: 2025: -; 2024: -; 2023: - Net income (loss): 2025: -3,497,765,718; 2024: -545,825,136; 2023: 164,767,787

4. Matters Concerning the Board and Other Corporate Bodies: YMP Lighting, as an unlisted company, has 2 in-house directors, 2 outside directors, and 1 auditor; these in-house directors and the auditor lose their positions upon the dissolution registration.

5. Shareholder Matters: As of the filing date, YMP Lighting's shareholders are as follows (Unit: shares): Shareholder: Daejin Advanced Materials Co., Ltd.; Shares: 92,000; Ownership: 100%; Remarks: -

6. Officers and Employees: As of the filing date, YMP Lighting has a total of 54 officers and employees, including 2 in-house directors.

7. Affiliated Companies: The affiliated companies of both merging companies are identical as of the filing date. (Unit: companies) Listed: 1 company, Daejin Advanced Materials Co., Ltd. (corporate registration no. 206-88-01153) Unlisted: 12 companies, DAEJIN ADVANCED MATERIALS USA INC (87-1778204); DAEJIN ADVANCED MATERIALS SOLUTIONS LLC (87-2736550); DAEJIN ADVANCED MATERIALS TN LLC (88-3779333); DAEJIN ADVANCED MATERIALS PHILS INC (Resolution No. 21-387); P.L TECHNOLOGY, INCORPORATED (Registration No. 04-01); HYSONIC REALTY DEVELOPMENT INC. (CS 201601076); DAEJIN ADVANCED MATERIALS POLAND Sp. z o.o. (0000538711); DLX Poland (0000887713); PT DAEJIN ADVANCED MATERIALS (No. 024-26-005-002-119-1001, 024-26-005-002-119-1002); Daejin Dreamtech Co., Ltd. (134811-0779407); Daejin Dajan Nano Materials Co., Ltd. (154511-0011963); YMP Lighting Co., Ltd. (170111-0583030)

8. Other Matters Necessary for Investor Protection: None as of the filing date.

Filed2026-10-01, [Amended] Material event report (merger)
SourceDART rcept 20261001000567 → open original filing

Versions of this filing

  1. 2026-04-29Original
  2. 2026-07-01Amendment 1
  3. 2026-10-01Amendment 2 (this page)

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 2026-10-01 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).