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M&A and Subsidiary Changes2910ROCK FIELD CO.,LTD.Food

Notice Concerning the Dissolution and Liquidation of an Overseas Consolidated Subsidiary

ROCK FIELD CO.,LTD. has decided to dissolve and liquidate its wholly owned subsidiary in Shanghai, China. The liquidation is expected to be completed once the procedures required under local laws and regulations have been completed, but the timing has not been determined.

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Scored from 2 of 5 sections
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Mixed performance
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This transaction

Dissolution and liquidation
Disclosing companyROCK FIELD CO.,LTD.
岩田(上海)餐飲管理有限公司Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
Date of board resolution19 May 2026
Execution Date / Effective DateThe liquidation is expected to be completed once the necessary procedures under local laws have been completed. The specific date has not been determined as of this time.
Target company

Production and sale of prepared foods

Location Shanghai, People's Republic of ChinaShare capital ¥900 millionDate of incorporation August 2012
Net Sales¥246 million (fiscal year ended December 2025)
Operating profit-¥49 million (fiscal year ended December 2025)
Net income for the current fiscal year-¥98 million (fiscal year ended December 2025)
Net assets¥330 million (fiscal year ended December 2025)
Consideration and expenses
Amount of extraordinary income (loss)Loss amount: currently under review (fiscal year ending April 2026)
Impact on Business Performance

The loss arising from the dissolution and its impact on consolidated results for the fiscal year ending April 2026 are currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionProcedures required under local laws and regulations
This transaction
ItemDetails
Transaction nameDissolution and liquidation
Name of the Subject Company岩田(上海)餐飲管理有限公司
Business Description of the Subject CompanyProduction and sale of prepared foods
Location of the Subject CompanyShanghai, People's Republic of China
Capital Stock of the Subject Company¥900 million
Date of Establishment of the Subject CompanyAugust 2012
Net Sales of the Subject Company¥246 million (fiscal year ended December 2025)
Operating Profit of the Subject Company-¥49 million (fiscal year ended December 2025)
Net Income of the Subject Company-¥98 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥330 million (fiscal year ended December 2025)
Voting rights ownership percentageBefore 100% (after not disclosed)
Amount of extraordinary income (loss)Loss amount: currently under review (fiscal year ending April 2026)
Impact on Business PerformanceThe loss arising from the dissolution and its impact on consolidated results for the fiscal year ending April 2026 are currently under review.
Date of board resolution19 May 2026
Execution Date / Effective DateThe liquidation is expected to be completed once the necessary procedures under local laws have been completed. The specific date has not been determined as of this time.
Conditions Precedent to ExecutionProcedures required under local laws and regulations
Items this document does not state (16)
Counterparty nameAcquisition priceExpenses 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 amountContract DateValuation 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.

Consumption in the Chinese market has remained sluggish and competition has intensified since the COVID-19 pandemic, resulting in declining sales. Although the company undertook new initiatives, it determined that it would be difficult to foresee a viable future for the business.

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 Concerning the Dissolution and Liquidation of an Overseas Consolidated Subsidiary | ROCK FIELD CO.,LTD. (2910) timely disclosure | Komori