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M&A and Subsidiary Changes1786Oriental Shiraishi CorporationConstruction and Materials

Notice regarding the decision to enter into a joint venture agreement with 根基営造股イ分有限公司 for collaboration in Taiwan and the establishment of a joint venture company (Update on Previously Disclosed Matter)

The Company has decided to enter into a joint venture agreement with 根基営造股份有限公司 to establish a joint venture company that will manufacture and sell precast concrete (PCa) products and conduct related businesses. The Company is expected to contribute 35% of the joint venture company's capital, while 根基営造 is expected to contribute 65%.

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This transaction

This joint venture agreement
Counterparty根基営造股份有限公司
Disclosing companyOriental Shiraishi Corporation
冠和精密預鑄材料股份有限公司 (English name: GuanHo Precision Precast Co., Ltd.)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture, processing, supply and sale of PCa products, and related businesses

Location Taipei, Taiwan (予定)Share capital Paid-in capital at establishment: NT$220 million (予定)Date of incorporation September 2026 (scheduled)
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe representative of the joint venture company is expected to be Chairman Fan Jinhua (范 錦華). 根基営造 will support factory registration, securing land and a factory, establishing the supply chain and logistics, and developing the local operating structure. The Company will provide technical support for factory construction, preparations for mass production and quality stabilization, as well as technology and know-how relating to the manufacture, quality control and production management of PCa products.
This transaction
ItemDetails
Transaction nameThis joint venture agreement
Counterparty name根基営造股份有限公司
Name of the Subject Company冠和精密預鑄材料股份有限公司 (English name: GuanHo Precision Precast Co., Ltd.)
Business Description of the Subject CompanyManufacture, processing, supply and sale of PCa products, and related businesses
Location of the Subject CompanyTaipei, Taiwan (予定)
Capital Stock of the Subject CompanyPaid-in capital at establishment: NT$220 million (予定)
Date of Establishment of the Subject CompanySeptember 2026 (scheduled)
Voting rights ownership percentageAfter 35% (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution7 August 2026
Contract Date10 August 2026 (予定)
Execution Date / Effective DateScheduled establishment of the joint venture company: September 2026 (予定)
Management structure after acquisitionThe representative of the joint venture company is expected to be Chairman Fan Jinhua (范 錦華). 根基営造 will support factory registration, securing land and a factory, establishing the supply chain and logistics, and developing the local operating structure. The Company will provide technical support for factory construction, preparations for mass production and quality stabilization, as well as technology and know-how relating to the manufacture, quality control and production management of PCa products.
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Demand for PCa products is expected to expand in Taiwan amid growing construction demand and the need to reduce labor requirements, stabilize construction quality and shorten construction periods. By combining 根基営造's business base in Taiwan with the Company's technologies and know-how in prestressed concrete and precast concrete, the parties aim to establish a stable manufacturing and supply system for PCa products in Taiwan, strengthen both companies' business bases and enhance corporate value over the medium to long term.

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Notice regarding the decision to enter into a joint venture agreement with 根基営造股イ分有限公司 for collaboration in Taiwan and the establishment of a joint venture company (Update on Previously Disclosed Matter) | Oriental Shiraishi Corporation (1786) timely disclosure | Komori