Decision to Absorb Wholly-Owned Subsidiary via Small-Scale Merger without Issuing New Shares

Merger type: Small-scale absorption merger without issuing new shares (ratio 1:0). DEVICE holds 100% of Oclean Ventures.
Purpose: Improve management efficiency, strengthen financial stability, and create operational synergies.
Financial impact: No change in capital as no new shares issued. Target (as of end 2025): Assets 4.16B won, liabilities 19M won, equity 4.14B won. Net income 770M won.
No appraisal rights due to small-scale merger; convertible to general merger if over 20% shareholders object.
Merger schedule: Contract May 21, 2026; record date June 2; merger date July 31. Board approval substitutes for shareholder meeting.
Not considered a reverse merger; no risk of delisting.
Exempt from external valuation (Capital Market Act).
No change in major shareholder stakes (no new shares).
Target company: management consulting and venture investment, no revenue.

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