Decision on Small-Scale Merger of 100% Subsidiary Anewt without Share Issuance - Target Company Has Negative Equity and Continuous Losses | Xperix(317770)

Xperix decides to absorb its 100% subsidiary Anewt through merger, aiming for business synergy and operational efficiency
Small-scale merger without new share issuance (무증자 합병), merger ratio 1:0, board approval substitutes for shareholders' meeting
Target Anewt is an AI data solutions provider established in 2021, fully acquired by Xperix in May 2026
Anewt's financials as of end-2025: total assets 0.67 billion KRW, total liabilities 2.16 billion KRW, shareholders' equity negative 1.49 billion KRW (fully impaired capital)
Anewt's income: 2025 revenue 0.33 billion KRW, operating loss 0.08 billion KRW, net loss 1.08 billion KRW, losses for three consecutive years
Anewt has not undergone external audit; no auditor or audit opinion exists
No change in Xperix's total outstanding shares or capital after merger; not a backdoor listing
Opposition right: if shareholders holding 20% or more of Xperix shares object within two weeks, the small-scale merger cannot proceed
Xperix assumes rights and obligations related to Anewt's 3rd series BW (bonds with warrants)
Merger date: July 20, 2026; merger registration scheduled for July 21, 2026

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