Humax to Reverse Merge with Holding Company 'Humax Holdings'... Transitioning to Chairman Byun Dae-gyu's Direct Control System

KOSDAQ-listed Humax will establish an integrated governance system centered on a single corporate entity through a 'reverse merger,' in which it will absorb its holding company, Humax Holdings. Once the merger process is completed, the former holding company, Humax Holdings, will disappear, and the largest shareholder of Humax will change to Group Chairman Byun Dae-gyu.

According to the Financial Supervisory Service's electronic disclosure system on the 1st, Humax held a board of directors meeting on the 30th and resolved to absorb and merge with its affiliate and holding company, Humax Holdings. The merger will be conducted as a 'reverse absorption merger,' where the operating subsidiary, Humax, remains (surviving entity), and the holding company, Humax Holdings, disappears (disappearing entity). The merger ratio is 1 to 0.9646707.

Currently, Humax Group has a governance structure leading from 'Chairman Byun Dae-gyu → Holding company Humax Holdings → Subsidiary Humax.' However, through this reverse merger, the structural inefficiencies caused by the separation of investment and business functions under the holding company system will be resolved, and the governance structure will be reorganized into a simple and intuitive one where Chairman Byun directly becomes the largest shareholder of Humax.

Assuming the completion of the treasury share cancellation that will take place immediately after the merger, Chairman Byun's expected stake in Humax is 16.61%. The company stated that it plans to cancel all 4,609 treasury shares acquired during the share consolidation process and the 1,535,273 common shares of Humax previously held by Humax Holdings immediately following the merger.

For this reason, a Humax official explained, "Through the transition to a single corporate entity, we will establish a rapid decision-making structure and maximize our business capabilities in electric vehicle (EV) chargers and smart parking mobility, which are the company's core future growth engines," adding, "We expect to stabilize the stock price and enhance shareholder value by maintaining an appropriate number of outstanding shares."

This merger is scheduled to take effect on October 1, following approval at the extraordinary general meeting of shareholders scheduled for August 28. Shareholders who oppose the merger can exercise their appraisal rights from August 28 to September 17, and the estimated purchase price for Humax shareholders is 6,591 won per share. However, if the total amount for the exercise of shareholders' appraisal rights exceeds 2 billion won for Humax and 1 billion won for Humax Holdings, the merger agreement may be canceled. The expected listing date for the new shares is October 19.