Komori
M&A and Subsidiary Changes2175SMS CO.,LTD.Information and Communications, Services and Others

Notice Regarding a Change in a Specified Subsidiary

Medilabs Co., Ltd., a consolidated subsidiary, made a capital contribution of US$500,000 to its subsidiary, MIMS Career (Shanghai) Co. Ltd. As the paid-in capital after the capital increase represents at least 10% of our paid-in capital, MIMS Career (Shanghai) became our specified subsidiary.

Worth reading
66In focus
Scored from 2 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
500000
US dollars
Wording
Definitive
How definitive the wording is.

This transaction

This capital increase
CounterpartyMedilabs Co.,Ltd.
Disclosing companySMS CO.,LTD.
MIMS Career (Shanghai) 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.

Execution Date / Effective Date16 October 2025
Target company

Recruitment support services for healthcare professionals and businesses

Location Jing'an District, ShanghaiShare capital US$2,040,000 (after the capital increase)Date of incorporation 28 January 2019
Net SalesCNY471,306 (fiscal year ended December 2025)
Operating profitOperating loss of CNY1,814,571 (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of CNY1,883,649 (fiscal year ended December 2025)
Net assetsNet assets of CNY3,954,230 (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$500,000 (capital increase amount)
Impact on Business Performance

This change will have no impact on our financial results.

Procedures and assumptions
Management structure after acquisitionLegal Representative / Executive Director: Tatsuya Koike. An employee has been seconded from our company.
This transaction
ItemDetails
Transaction nameThis capital increase
Counterparty nameMedilabs Co.,Ltd.
Name of the Subject CompanyMIMS Career (Shanghai) Co. Ltd.
Business Description of the Subject CompanyRecruitment support services for healthcare professionals and businesses
Location of the Subject CompanyJing'an District, Shanghai
Capital Stock of the Subject CompanyUS$2,040,000 (after the capital increase)
Date of Establishment of the Subject Company28 January 2019
Net Sales of the Subject CompanyCNY471,306 (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of CNY1,814,571 (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of CNY1,883,649 (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of CNY3,954,230 (fiscal year ended December 2025)
Acquisition priceUS$500,000 (capital increase amount)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThis change will have no impact on our financial results.
Execution Date / Effective Date16 October 2025
Management structure after acquisitionLegal Representative / Executive Director: Tatsuya Koike. An employee has been seconded from our company.
Items this document does not state (16)
Expenses 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)Date of board resolutionContract DateValuation 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.

The paid-in capital of MIMS Career (Shanghai) after the capital increase represents at least 10% of our paid-in capital, causing the company to become our specified subsidiary.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in a Specified Subsidiary | SMS CO.,LTD. (2175) timely disclosure | Komori