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M&A and Subsidiary Changes2134Kitahama Capital Partners Co.,Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

All 2,040 shares of サンテック, a consolidated subsidiary in which the Company held a 51% interest, will be transferred to the individual Nishio Tomonori (西尾 知憲) for ¥1. As a result, サンテック will no longer be a consolidated subsidiary of the Company.

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This transaction

This share transfer
CounterpartyNishio Tomonori (西尾 知憲)
Disclosing companyKitahama Capital Partners Co.,Ltd.
Sanyo Engineering & Construction Inc.Voting rights ownership percentageNumber of shares acquired 2,040 shares (number of shares transferred). Number of voting rights: Not disclosed

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Date of board resolution31 July 2026
Contract Date31 July 2026 (予定)
Execution Date / Effective Date31 July 2026 (予定)
Target company

Construction business Installation and wiring work for equipment at power plants and substations Development, generation, sale of electricity, and operation of power plants using renewable energy, as well as related support and consulting services

Location Minato-ku, TokyoShare capital ¥40 millionDate of incorporation 9 September 2022
Net Sales¥0 thousand (fiscal year ending March 2026)
Operating profit¥3.491 million operating loss (fiscal year ending March 2026)
Net income for the current fiscal year¥4.485 million net loss (fiscal year ending March 2026)
Net assets¥25.128 million negative net assets (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceTransfer price: ¥1 for the common shares of サンテック株式会社
Type of ConsiderationCash (transfer price for the common shares: ¥1)
Amount of extraordinary income (loss)A gain or loss on the sale of shares in an affiliated company of ¥2.772 million is expected to be recorded as extraordinary income in the second quarter (interim period) of the fiscal year ending March 2027.
Impact on Business Performance

A gain or loss on the sale of shares in an affiliated company of ¥2.772 million is expected to be recorded as extraordinary income in the second quarter (interim period) of the fiscal year ending March 2027. The impact of this share transfer on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameNishio Tomonori (西尾 知憲)
Name of the Subject CompanySanyo Engineering & Construction Inc.
Business Description of the Subject CompanyConstruction business Installation and wiring work for equipment at power plants and substations Development, generation, sale of electricity, and operation of power plants using renewable energy, as well as related support and consulting services
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥40 million
Date of Establishment of the Subject Company9 September 2022
Net Sales of the Subject Company¥0 thousand (fiscal year ending March 2026)
Operating Profit of the Subject Company¥3.491 million operating loss (fiscal year ending March 2026)
Net Income of the Subject Company¥4.485 million net loss (fiscal year ending March 2026)
Net Assets of the Subject Company¥25.128 million negative net assets (fiscal year ending March 2026)
Acquisition priceTransfer price: ¥1 for the common shares of サンテック株式会社
Type of ConsiderationCash (transfer price for the common shares: ¥1)
Number of shares acquired2,040 shares (number of shares transferred). Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 51% → after 0%
Amount of extraordinary income (loss)A gain or loss on the sale of shares in an affiliated company of ¥2.772 million is expected to be recorded as extraordinary income in the second quarter (interim period) of the fiscal year ending March 2027.
Impact on Business PerformanceA gain or loss on the sale of shares in an affiliated company of ¥2.772 million is expected to be recorded as extraordinary income in the second quarter (interim period) of the fiscal year ending March 2027. The impact of this share transfer on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review.
Date of board resolution31 July 2026
Contract Date31 July 2026 (予定)
Execution Date / Effective Date31 July 2026 (予定)
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

サンテック lost its operating structure and entered a substantially dormant state, making it difficult for the Company to continue operating it independently. As the Company has secured a development structure for solar power generation and battery storage facilities through another consolidated subsidiary, the significance of holding サンテック has declined. The shares will therefore be transferred to reduce the burden of maintaining and managing group companies and to concentrate management resources on the Company’s priority businesses.

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Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | Kitahama Capital Partners Co.,Ltd. (2134) timely disclosure | Komori