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M&A and Subsidiary Changes3046JINS HOLDINGS Inc.Retail

(Update on Disclosed Matter) Notice of Completion of Business Transfer by the Company's Philippine Subsidiary

The acquisition from Suyen Corporation of the JINS-branded eyewear retail business operated in the Philippines, comprising 8 stores, has been completed. Following the acquisition, the business will be operated directly by the Company's subsidiary, and 30% of the shares in that subsidiary were transferred to Suyen Corporation at the same time.

Worth reading
50Recurring
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
3
¥ hundreds of millions
Wording
Definitive
How definitive the wording is.

This transaction

Business Transfer
CounterpartySuyen Corporation
Disclosing companyJINS HOLDINGS Inc.
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

Eyewear retail business operated under the JINS brand in the Philippines (currently operating 8 stores)

Location Republic of the Philippines (Metro Manila, NCR, Pasay City)Share capital PHP 700 millionDate of incorporation 1985
Net SalesNot disclosed due to confidentiality obligations (fiscal year-end not stated)
Consideration and expenses
Acquisition pricePHP 115.76 million (approximately ¥300 million)
Type of ConsiderationCash
Funding arrangementsCash on hand
Impact on Business Performance

The impact on the company’s consolidated results is immaterial

Procedures and assumptions
Management structure after acquisitionJINS Philippines Inc. will operate the acquired business directly. The ownership structure will be 70% held by the Company and 30% by Suyen Corporation. The treatment of employees, corporate name and representative have not been disclosed.
This transaction
ItemDetails
Transaction nameBusiness Transfer
Counterparty nameSuyen Corporation
Business Description of the Subject CompanyEyewear retail business operated under the JINS brand in the Philippines (currently operating 8 stores)
Location of the Subject CompanyRepublic of the Philippines (Metro Manila, NCR, Pasay City)
Capital Stock of the Subject CompanyPHP 700 million
Date of Establishment of the Subject Company1985
Net Sales of the Subject CompanyNot disclosed due to confidentiality obligations (fiscal year-end not stated)
Acquisition pricePHP 115.76 million (approximately ¥300 million)
Type of ConsiderationCash
Voting rights ownership percentageBefore 100% → after 70%
Funding arrangementsCash on hand
Impact on Business PerformanceThe impact on the company’s consolidated results is immaterial
Date of board resolution24 April 2026
Contract Date28 April 2026
Execution Date / Effective Date31 July 2026
Management structure after acquisitionJINS Philippines Inc. will operate the acquired business directly. The ownership structure will be 70% held by the Company and 30% by Suyen Corporation. The treatment of employees, corporate name and representative have not been disclosed.
Items this document does not state (16)
Name of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 franchise business will be acquired and converted to a directly operated business to achieve rapid business expansion in the Philippines.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Update on Disclosed Matter) Notice of Completion of Business Transfer by the Company's Philippine Subsidiary | JINS HOLDINGS Inc. (3046) timely disclosure | Komori