This transaction
Becoming a wholly owned subsidiaryThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Provision of cloud-based storage and computing solutions
The impact of this transaction on consolidated results for the fiscal year ending February 2027 is immaterial.
| Item | Details |
|---|---|
| Transaction name | Becoming a wholly owned subsidiary |
| Counterparty name | Compass Cloud Technology Pte. Ltd. |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Provision of cloud-based storage and computing solutions |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 4 August 2023 |
| Net Sales of the Subject Company | ¥0 (fiscal year ended February 2025) |
| Net Income of the Subject Company | (¥440 thousand) (fiscal year ended February 2025) |
| Net Assets of the Subject Company | (¥3.836 million) (fiscal year ended February 2025) |
| Acquisition price | ¥100 (total for 500 shares) |
| Type of Consideration | Cash |
| Number of shares acquired | 500 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 50% → after 100% |
| Impact on Business Performance | The impact of this transaction on consolidated results for the fiscal year ending February 2027 is immaterial. |
| Date of board resolution | 22 May 2026 |
| Contract Date | 22 May 2026 |
| Execution Date / Effective Date | 22 May 2026 (share transfer closing date) |
| Valuation methodology | Discussions between the parties |
| Management structure after acquisition | Conversion into a wholly owned subsidiary. The target company's representative is listed as Director TUNG Chun Fai, while the post-acquisition change of corporate name, change of representative and treatment of employees are Not disclosed |
Items this document does not state (12)
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 target company was unable to develop specific projects in the Japanese market after its establishment and had not recorded any operating revenue. In addition, as the counterparty shifted its focus to the Singapore and U.S. markets, it became difficult to maintain a structure for jointly promoting the business, and the target company's net assets had also been impaired. Meanwhile, the Company determined that it would be reasonable to centrally manage the target company as the operating entity for GPU equipment, data center-related contracts, financing and joint operations with external partners in the Group's AI infrastructure-related business.