AI specialist company CrowdWorks will acquire a 4.80% stake in Daeyang Metal from DY&M Partners, the largest shareholder of Daeyang Metal, thereby entering into a joint management system.

According to a regulatory filing on the 6th, DY&M Partners signed a share purchase agreement on the same day to transfer 2,726,100 common shares of Daeyang Metal (a 4.80% stake) to CrowdWorks for KRW 11,997,566,100. This transaction is significant in that it goes beyond a simple equity sale and was pursued on the premise of CrowdWorks' participation in the joint management of both companies.

The specific transaction schedule is as follows.

• August 6 (Contract Date): A down payment of KRW 3.5 billion (offset by an already-paid deposit) and an interim payment of KRW 4,536,666,100 were paid, with 1,826,100 shares to be transferred on a priority basis.
• August 10: The remaining balance of KRW 3,960,900,000 will be paid, and the remaining 900,000 shares will be transferred.

As a condition for the closing of this transaction, the restructuring of the board of directors to establish a joint management system will be discussed at an extraordinary general meeting of shareholders on August 26. The key detailed conditions are as follows.

• Board Composition: The six-member board will consist of two members from the seller (DY&M Partners) side and four members from the buyer (CrowdWorks) side.
• Appointment of CEO: One registered director designated by each party will be appointed as co-representative (joint representative director).
• Resignation of Existing Directors: Letters of resignation from the four existing registered directors will be submitted within two business days of the completion of the transaction.

Both parties also established defensive measures to ensure management stability and contract performance. In the event of future equity sales to third parties, the parties agreed to grant prior consent and right of first refusal. Additionally, the contract includes a 'drag-along' clause, which stipulates that if the seller disposes of its remaining shares to a third party, the shares transferred in this transaction must also be sold at the same price. Furthermore, provisions for automatic delegation of voting rights, contract termination, and restoration to the original state in the event of a breach of contractual obligations were explicitly stated to ensure thorough preparation.