What happened
Completion Report on Merger, etc.
6.0
DuChemBio Co., Ltd.
Completion Report on Merger, etc. (Merger) To the Governor of the Financial Supervisory Service October 2, 2026
Company name: DuChemBio Co., Ltd. Representative director: Kim Sang-woo Head office address: 81 Wausan-ro, 6th and 7th floors, Mapo-gu, Seoul (Phone) 02-332-4868 (Website) http://www.duchembio.com Preparer: (Title) Senior Managing Director (Name) Kim Bong-seok (Phone) 02-332-4686
I. Schedule
Merger decision board resolution date: July 22, 2026 Material event report filing date: July 22, 2026 Public notice of shareholder record date: July 22, 2026 (posted on the Company's website) Merger agreement date: July 23, 2026 Shareholder record date: August 6, 2026 Small-scale merger public notice: August 6, 2026 (posted on the Company's website) Period for receiving notices of dissent to the merger - start date: August 6, 2026; end date: August 20, 2026 Merger approval board resolution date: August 31, 2026 (in lieu of general shareholders' meeting) Creditor objection public notice: September 1, 2026 (posted on the Company's website) Creditor objection period - start date: September 1, 2026; end date: October 1, 2026 Merger effective date: October 2, 2026 Merger completion report board resolution date: October 2, 2026 (in lieu of completion report general meeting) Merger completion report public notice: October 2, 2026 (posted on the Company's website) Scheduled merger registration date: October 2, 2026
Note 1: Since this merger constitutes a small-scale merger for the surviving company, DuChemBio Co., Ltd., the general shareholders' meeting for merger approval is replaced by board resolution. Note 2: Since the surviving company, DuChemBio Co., Ltd., proceeded with the merger under small-scale merger procedures, the appraisal right is not granted. Note 3: The shareholder record date is the record date for indicating dissent to the small-scale merger. Note 4: DuChemBio Co., Ltd.'s merger completion report general meeting is replaced by a website public notice as provided in the Company's articles of incorporation, pursuant to board resolution. Note 5: Since this merger involves a 100% subsidiary and no merger new shares are issued, no new shares will be delivered or listed. Note 6: The scheduled merger registration date above is based on the registration filing date.
II. Changes in the Equity of the Largest Shareholder, etc. The surviving company, DuChemBio Co., Ltd., owns 100% of the equity of the extinguished company, Radio D&S Labs Co., Ltd., and this merger is a non-capital-increase merger in which no new shares are issued. Accordingly, there are no new shares issued as a result of this merger, and there is no change in the equity of the largest shareholder, etc.
III. Exercise of Appraisal Rights Since this merger is a small-scale merger pursuant to Article 527-3 of the Commercial Act, the appraisal right is not granted. In addition, pursuant to Article 527-3 of the Commercial Act, notices of dissent to the merger were received from August 6, 2026 to August 20, 2026; the results of the dissent notifications are as shown in the table below. Accordingly, having confirmed that the small-scale merger requirements were satisfied pursuant to Article 527-3, Paragraph 4 of the Commercial Act, the Company completed the merger approval resolution by its board of directors in lieu of the general shareholders' meeting.
[Results of dissent notifications] Number of shares for which dissent was notified (%): 59,450 shares (0.21%) Number of shareholders who notified dissent: 142
IV. Matters Relating to Creditor Protection The surviving company, DuChemBio Co., Ltd., and the extinguished company, Radio D&S Labs Co., Ltd., each posted a public notice for creditor objections on September 1, 2026, and no creditor submitted an objection by the expiration of the creditor objection period on October 1, 2026. In addition, there were no matters decided regarding repayment of debt or provision of substantial collateral in connection with this matter.
V. Status of Related Litigation As of the date of submission of this report, no litigation that could affect the validity of this merger, etc. has been filed.
VI. Matters Relating to New Share Allotment, etc. Since this merger proceeds with respect to a wholly owned (100%) subsidiary by a non-capital-increase method with a merger ratio of 1:0, no new shares will be issued.
VII. Summary Financial Information Before and After the Merger (Unit: KRW)
Before merger - DuChemBio Co., Ltd.: Current assets 32,923,333,180; Non-current assets 43,724,042,027; Total assets 76,647,375,207; Current liabilities 18,264,680,063; Non-current liabilities 7,762,744,258; Total liabilities 26,027,424,321; Capital stock 14,619,360,000; Capital surplus 18,549,157,079; Capital adjustments (747,255,396); Retained earnings 18,198,689,203; Total equity 50,619,950,886; Total liabilities and equity 76,647,375,207 Before merger - Radio D&S Labs Co., Ltd.: Current assets 42,500,381; Non-current assets 48,291,200; Total assets 90,791,581; Current liabilities 1,739,100; Non-current liabilities -; Total liabilities 1,739,100; Capital stock 30,000,000; Capital surplus -; Capital adjustments -; Retained earnings 59,052,481; Total equity 89,052,481; Total liabilities and equity 90,791,581 After merger: Current assets 32,965,833,561; Non-current assets 44,637,701,338; Total assets 77,603,534,899; Current liabilities 18,266,419,163; Non-current liabilities 7,762,744,258; Total liabilities 26,029,163,421; Capital stock 14,619,360,000; Capital surplus 19,503,577,671; Capital adjustments (747,255,396); Retained earnings 18,198,689,203; Total equity 51,574,371,478; Total liabilities and equity 77,603,534,899
Note 1: The above summary financial information is prepared based on the separate statement of financial position as of June 30, 2026, and may differ from the statement of financial position as of the merger effective date, October 2, 2026. Note 2: The above post-merger financial statements have not been audited or reviewed by an external auditor and may change depending on the results of the external auditor's audit or review.
| Filed | 2026-10-02, Completion report on merger, etc. (merger) |
|---|---|
| Source | DART rcept 20261002000041 → open original filing |
Source: DART. Information only, not investment advice.
