Naurobot Decides to Absorb Hanyang Robotics (Small-Scale Merger, No New Shares)

Naurobot (KOSDAQ-listed) decides to absorb its subsidiary Hanyang Robotics (unlisted). Merger ratio 1:0, no new shares issued.
Prior to merger, Naurobot holds 98.92% of Hanyang. No change in control post-merger.
Hanyang Robotics: negative equity of -10.2B KRW, operating loss of 4.8B KRW, net income of 7.9B KRW (likely one-off) in 2025. High debt.
Pending lawsuit against Hanyang for 1.1B KRW (first instance ruled for Hanyang, under appeal).
Merger is small-scale under Korean Commercial Act (Art. 527-3), approved by board instead of shareholders. No appraisal rights.
If opposing shareholders hold >20% of shares, the merger may convert to general merger or be terminated.
Purpose: synergy and efficiency through integration of resources.

Filing: [Correction of Description] Report On Major Matters (Decision On Company Merger)
Company: NAUROBOTICS (459510)
Submission: NAUROBOTICS Co., Ltd.
Receipt: 04-30-2026