Komori
M&A and Subsidiary Changes2335CUBE SYSTEM INC.Information and Communications, Services and Others

Notice Regarding a Change in Consolidated Subsidiary Status (Transfer of Equity Interest)

The Company will transfer all of its equity interest in its consolidated subsidiary in Shanghai, China, to 小松 Business Service 株式会社. Upon completion of the transfer, the company will no longer be included in the scope of consolidation. The transfer is scheduled for around the end of September 2026, subject to approval from the relevant authorities and other conditions.

Worth reading
49Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

This transaction

This transfer of equity interests
Counterparty小松 Business Service 株式会社
Disclosing companyCUBE SYSTEM INC.
上海求歩信息系統有限公司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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

System development and contract-based services, SES and other businesses

Location Shanghai, People's Republic of ChinaShare capital RMB 6.5 millionDate of incorporation 8 July 2009
Net SalesRMB 6.584 million (fiscal year ended December 2025)
Operating profitOperating loss of RMB 532 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of RMB 528 thousand (fiscal year ended December 2025)
Net assetsNet assets of RMB 915 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot disclosed (Note 1). The transfer price is not disclosed pursuant to the confidentiality obligations between the parties.
Impact on Business Performance

The impact of this agreement on the results of the Company and its group is immaterial. If any matter requiring disclosure arises in the future, including a revision to the earnings forecast, the Company will disclose it promptly.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining approval from the relevant authorities and other conditions
This transaction
ItemDetails
Transaction nameThis transfer of equity interests
Counterparty name小松 Business Service 株式会社
Name of the Subject Company上海求歩信息系統有限公司
Business Description of the Subject CompanySystem development and contract-based services, SES and other businesses
Location of the Subject CompanyShanghai, People's Republic of China
Capital Stock of the Subject CompanyRMB 6.5 million
Date of Establishment of the Subject Company8 July 2009
Net Sales of the Subject CompanyRMB 6.584 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of RMB 532 thousand (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of RMB 528 thousand (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of RMB 915 thousand (fiscal year ended December 2025)
Acquisition priceNot disclosed (Note 1). The transfer price is not disclosed pursuant to the confidentiality obligations between the parties.
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this agreement on the results of the Company and its group is immaterial. If any matter requiring disclosure arises in the future, including a revision to the earnings forecast, the Company will disclose it promptly.
Date of board resolution5 August 2026
Contract Date5 August 2026
Execution Date / Effective DateScheduled for the end of September 2026 (subject to obtaining approval from the relevant authorities and other conditions)
Conditions Precedent to ExecutionObtaining approval from the relevant authorities and other conditions
Items this document does not state (14)
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)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.

The Company determined that, amid structural changes in the competitive environment of China's IT market, concentrating specialized management resources rooted in the local market and developing the business under the transferee's ownership would be in the best interests of employees and business partners, as it continues to optimize its business portfolio and allocate management resources efficiently.

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 Consolidated Subsidiary Status (Transfer of Equity Interest) | CUBE SYSTEM INC. (2335) timely disclosure | Komori