Decision and Details
SMS CO.,LTD. (decision based on the incorporation-type company split plan; no shareholder approval will be sought)Incorporation-type company split relating to the outsourced stress-check services business for medical institutions
Because the number of shares can be determined at the company's discretion since the company will acquire all shares issued by the new company, the number was determined in consideration of the assets and other items to be succeeded. The capital and reserves were determined in consideration of the assets to be succeeded and future business activities, with a view to implementing an agile and flexible capital policy.
It has been determined that there are no issues regarding the prospects for the fulfilment of obligations by the company or the newly incorporated company after the effective date. No amount of the impact on performance is disclosed.
| Item | Details |
|---|---|
| Matter Covered | Incorporation-type company split relating to the outsourced stress-check services business for medical institutions |
| Decision-Making Body | SMS CO.,LTD. (decision based on the incorporation-type company split plan; no shareholder approval will be sought) |
| Decision Date | 21 October 2026 |
| Implementation Date | 1 December 2026 (scheduled effective date; subject to change) |
| Period Covered | Based on calculations relating to the business as of 30 November 2026 and thereafter from the effective date |
| Amount | Capital of the newly incorporated company: ¥1,000,000; capital reserve: ¥0; other capital surplus: to be determined by the newly incorporated company in accordance with the Ordinance on Company Accounting |
| Quantity / scale | Common shares issued by the newly incorporated company: 100 shares; total number of authorised shares: 1000 shares; directors at incorporation: 1; employees to be succeeded: all employees primarily engaged in the business, excluding 2 employees residing remotely |
| Impact on Business Performance | It has been determined that there are no issues regarding the prospects for the fulfilment of obligations by the company or the newly incorporated company after the effective date. No amount of the impact on performance is disclosed. |
| Reason | Because the number of shares can be determined at the company's discretion since the company will acquire all shares issued by the new company, the number was determined in consideration of the assets and other items to be succeeded. The capital and reserves were determined in consideration of the assets to be succeeded and future business activities, with a view to implementing an agile and flexible capital policy. |
| Governing Rule | Article 803, paragraph 1 of the Companies Act; Article 205 of the Ordinance for Enforcement of the Companies Act; Article 805 of the Companies Act; Ordinance on Company Accounting |
| Future plans | The new company is scheduled to be incorporated and the incorporation-type company split is scheduled to become effective on 1 December 2026. The necessary procedures for registration, filing, notification, obtaining consent and other matters will be carried out without delay after the effective date. |
Items this document does not state (1)
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 number of shares to be issued was deemed appropriate in consideration of the assets and other items to be succeeded by the new company. The transfer of the business to the new company is also intended to establish the business operating structure described.