FY2025 Corporate Governance Report Filing

Amended Disclosure. Corporate Governance Report Filing [000001] Corporate Governance Report Filing [000002] I. Company Overview 1. Company Name: KCTech Co., Ltd. 2. Reporting Period and Reference Date: - Reporting period start: 2025-01-01 - Reporting period end: 2025-12-31 - Report reference date: 2025-12-31 2-1. Current/Prior/Pre-Prior Fiscal Year Periods: - Current: 2025-01-01 to 2025-12-31 - Prior: 2024-01-01 to 2024-12-31 - Pre-Prior: 2023-01-01 to 2023-12-31 3. Corporate Governance Report Preparers: - Disclosure Officer: Shin Seung-sik, Executive Director, Controller, Tel: 031-670-8000, Email: samshin@kctech.co.kr - Working-Level Staff: Park No-won, Chief, Management Planning Team, Tel: 031-670-8101, Email: nwpark@kctech.co.kr 4. Table 1-0-0: Company Overview - Largest shareholder group: KC Co., Ltd. and 8 others - Largest shareholder group ownership: 54.54% - Minority shareholder ownership: 33.34% - Industry: Non-financial - Main products: Semiconductor equipment, semiconductor materials - Subject to Fair Trade Act business group: No - Subject to Public Institution Operation Act: No - Business group name: KC Co., Ltd. Summary Financial Status (Unit: KRW million): - Consolidated Revenue: Current 382,857 / Prior 385,434 / Pre-Prior 286,910 - Consolidated Operating Profit: 59,966 / 49,783 / 32,704 - Consolidated Net Income: 53,392 / 52,686 / 31,701 - Consolidated Total Assets: 600,479 / 549,141 / 499,951 - Separate Total Assets: 601,084 / 549,141 / 499,951 [000003] Compliance Status of Core Governance Indicators Compliance rate: 53.3% 5. Core Governance Indicator Compliance Status: - Convocation notice 4 weeks prior to shareholder meeting: Compliant (Detailed Principle 1-1) - Electronic voting implemented: Compliant (Detailed Principle 1-2) — electronic voting adopted at annual general meeting - Meeting held outside concentrated dates: Compliant (Detailed Principle 1-2) - Cash dividend predictability provided: Compliant (Detailed Principle 1-4) — dividend record date set after board resolution on dividend - Notification of dividend policy/plan to shareholders at least once a year: Non-compliant — no dividend policy - CEO succession policy established and operated: Non-compliant — no CEO succession policy - Risk management and internal control policy established and operated: Non-compliant — no such policy - Outside director as board chair: Non-compliant — board chair and CEO not separated - Cumulative voting adopted: Non-compliant — cumulative voting not adopted - Policy to prevent appointment of executives responsible for damaging corporate value or violating shareholder rights: Compliant (Detailed Principle 4-4) — executive appointment regulations in operation - Board members not all of single gender: Non-compliant — all board members are of single gender - Independent internal audit department established: Non-compliant — no internal audit department independent of management - Accounting or finance expert in internal audit body: Compliant (Detailed Principle 9-1) — Chairperson Kim Jun-rae is an accounting or finance expert - Internal audit body holds meetings with external auditor at least quarterly without management present: Compliant (Detailed Principle 10-2) - Procedure for internal audit body to access important management information: Compliant (Detailed Principle 9-1) — established through audit committee regulations [000004] II. Corporate Governance Status [100000] 1. General Corporate Governance Policy A. Detailed overall explanation of the company's policy direction and key considerations regarding corporate governance: The company strives to establish a transparent and sound governance structure to realize a sustainable management system and enhance shareholder value. The company's board of directors is the core body that makes strategic decisions on important management matters and independently supervises management. The company ensures the board operates through institutional mechanisms such as the Articles of Incorporation and Board Regulations, and supports the board in performing its functions smoothly and effectively. For transparent governance, the company appoints directors with diverse management experience and expertise through legitimate procedures at the general shareholders' meeting. Major corporate matters are resolved by a majority of directors present (with majority attendance), except where otherwise specified by laws or the Articles of Incorporation, effectively performing management decision-making and supervisory functions over management. For the independence and soundness of the board, as of the report submission date, the board consists of 6 inside directors and 3 outside directors, with at least one-third being outside directors. Pursuant to Article 9, Paragraph 3 of the Board Regulations, directors with a special interest in a board resolution may not exercise voting rights. Additionally, the board receives reports on the operation of the internal accounting management system through regular board meetings annually, supporting management in making correct decisions as the company's highest decision-making body and effectively supervising management's business execution. Through these governance principles and policies, the company [aims to ensure transparency and soundness of management...] [Translation truncated]