Establishment of an Independent Investigation Committee and Appointment of Its Members
Wel-Dish.Incorporated (filing company), ACA Next Co., Ltd. (consolidated subsidiary)
The stock options in question and the acquisition of shares in ACA Next Co., Ltd. (ACAN)
The audit firm identified deficiencies in the processes related to the exercise of the stock options in question and raised concerns regarding their legal validity, as well as the timing of the share transfer and other matters relating to the conversion of ACAN into a subsidiary.
Company response
The establishment of an independent investigation committee was resolved on 22 April 2026. The chair is Ishii Teruhisa (石井 輝久), attorney-at-law, City-Yuwa Partners. The members are Okuyama Kenji (奥山 健志), attorney-at-law, Mori Hamada & Matsumoto Gaikokuho Joint Enterprise, and Okamura Kenichiro (岡村 憲一郎), certified public accountant, Kaede Accounting Advisory Co., Ltd.
Consideration of measures to prevent recurrence
Investigation of the facts underlying the determination of whether damages should be sought from the representative director
Related procedures
Investigation into whether it is necessary to file an action for invalidation against the issued shares based on the exercise of the stock options in question, bring a claim for damages against the representative director, or bring a claim for restitution of unjust enrichment
The Company will fully support the activities of the investigation committee and will provide the necessary information appropriately. The future schedule, including the timing of receipt of the investigation report, will be disclosed promptly once determined.
The future schedule, including the timing of receipt of the investigation report from the investigation committee, will be disclosed promptly once determined.
| Item | Details |
|---|---|
| Event name | Establishment of an Independent Investigation Committee and Appointment of Its Members |
| Date of occurrence | 22 April 2026 (the date on which the establishment of the committee and appointment of its members were resolved at an extraordinary meeting of the Board of Directors) |
| Subject Entity | Wel-Dish.Incorporated (filing company), ACA Next Co., Ltd. (consolidated subsidiary) |
| Target Locations / Products | The stock options in question and the acquisition of shares in ACA Next Co., Ltd. (ACAN) |
| Cause | The audit firm identified deficiencies in the processes related to the exercise of the stock options in question and raised concerns regarding their legal validity, as well as the timing of the share transfer and other matters relating to the conversion of ACAN into a subsidiary. |
| Type of litigation or proceeding | Investigation into whether it is necessary to file an action for invalidation against the issued shares based on the exercise of the stock options in question, bring a claim for damages against the representative director, or bring a claim for restitution of unjust enrichment |
| Investigation structure | The establishment of an independent investigation committee was resolved on 22 April 2026. The chair is Ishii Teruhisa (石井 輝久), attorney-at-law, City-Yuwa Partners. The members are Okuyama Kenji (奥山 健志), attorney-at-law, Mori Hamada & Matsumoto Gaikokuho Joint Enterprise, and Okamura Kenichiro (岡村 憲一郎), certified public accountant, Kaede Accounting Advisory Co., Ltd. |
| Measures to prevent recurrence | Consideration of measures to prevent recurrence |
| Directors' and officers' liability | Investigation of the facts underlying the determination of whether damages should be sought from the representative director |
| Outlook | The Company will fully support the activities of the investigation committee and will provide the necessary information appropriately. The future schedule, including the timing of receipt of the investigation report, will be disclosed promptly once determined. |
| Planned follow-up disclosure | The future schedule, including the timing of receipt of the investigation report from the investigation committee, will be disclosed promptly once determined. |
Items this document does not state (14)
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 audit firm identified deficiencies in the processes related to the exercise of the stock options and raised concerns regarding their legal validity, as well as the timing of the share transfer and other matters relating to the conversion of ACA Next Co., Ltd. into a subsidiary. The submission of the semi-annual report has also been delayed as a result.