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Statutory disclosure document3101TOYOBO CO.,LTD.Materials and Chemicals

Statutory prior disclosure document (company split) (東洋紡せんい株式会社)

TOYOBO CO.,LTD. disclosed plans to assume the rights and obligations of its wholly owned subsidiary 東洋紡せんい株式会社 through an absorption-type company split, in a prior disclosure document prepared under the Companies Act. It also explained the appropriateness of not delivering consideration, the material impact on its finances, and the expected ability to perform obligations after the succession.

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Decision and Details

Board of directors (the execution of the absorption-type company split agreement is stated, but the decision-making body for this absorption-type company split is not expressly identified)

Prior disclosure document relating to the absorption-type company split

Decision28 September 2026 (date of execution of the absorption-type company split agreement)
Going forwardThe effective date of the absorption-type company split: Not disclosed. The second delivery of IUSA fixed assets is scheduled for May 2027, and the gain on the sale of fixed assets is expected to be recorded in the first quarter of the fiscal year ending March 2028. Costs related to the suspension of the business are expected to be recorded as extraordinary losses from the third quarter of the fiscal year ending March 2027 onward.
AmountTotal issuance of unsecured domestic straight bonds of no more than ¥20 billion; total disposal value of treasury shares of ¥69,579,900; business-structure improvement expenses of ¥500 million; gain on sale of fixed assets of ¥1.3 billion; impairment loss of ¥6.5 billion; consolidated earnings forecasts of revenue of ¥440,000 million, operating profit of ¥27,000 million, ordinary profit of ¥22,100 million, and net income attributable to owners of the parent of ¥4,000 million
Quantity / scaleAll issued shares of 東洋紡せんい株式会社; 40,690 common shares; additional acquisition of 50% of the shares held by IPI
Reason

Because it owns all of the issued shares of the company undergoing the absorption-type company split, it determined that it was appropriate not to deliver consideration. Since assets are expected to continue to substantially exceed liabilities after the succession, it determined that there would be no issue with the ability to perform obligations.

Impact on Business Performance

Costs related to the suspension of the business are expected to be recorded as extraordinary losses going forward. A gain on the sale of fixed assets is expected to be recorded as an extraordinary gain going forward. An impairment loss of ¥6.5 billion in the contract pharmaceutical manufacturing business will be recorded as an extraordinary loss, and the full-year consolidated earnings forecasts for the fiscal year ending March 2027 were revised. The company determined that there would be no problem with the performance of obligations after the absorption-type company split.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure document relating to the absorption-type company split
Decision-Making BodyBoard of directors (the execution of the absorption-type company split agreement is stated, but the decision-making body for this absorption-type company split is not expressly identified)
Decision Date28 September 2026 (date of execution of the absorption-type company split agreement)
AmountTotal issuance of unsecured domestic straight bonds of no more than ¥20 billion; total disposal value of treasury shares of ¥69,579,900; business-structure improvement expenses of ¥500 million; gain on sale of fixed assets of ¥1.3 billion; impairment loss of ¥6.5 billion; consolidated earnings forecasts of revenue of ¥440,000 million, operating profit of ¥27,000 million, ordinary profit of ¥22,100 million, and net income attributable to owners of the parent of ¥4,000 million
Quantity / scaleAll issued shares of 東洋紡せんい株式会社; 40,690 common shares; additional acquisition of 50% of the shares held by IPI
Impact on Business PerformanceCosts related to the suspension of the business are expected to be recorded as extraordinary losses going forward. A gain on the sale of fixed assets is expected to be recorded as an extraordinary gain going forward. An impairment loss of ¥6.5 billion in the contract pharmaceutical manufacturing business will be recorded as an extraordinary loss, and the full-year consolidated earnings forecasts for the fiscal year ending March 2027 were revised. The company determined that there would be no problem with the performance of obligations after the absorption-type company split.
ReasonBecause it owns all of the issued shares of the company undergoing the absorption-type company split, it determined that it was appropriate not to deliver consideration. Since assets are expected to continue to substantially exceed liabilities after the succession, it determined that there would be no issue with the ability to perform obligations.
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 192, items 1, 3, 4, 6 and 7 of the Ordinance for Enforcement of the Companies Act; Article 676 of the Companies Act
Related previous disclosuresThe full-year consolidated earnings forecasts for the fiscal year ending March 2027 announced on 6 August 2026; the decision to merge with 東洋紡STC株式会社 at the board of directors meeting held on 25 November 2025; the blanket resolution on the issuance of unsecured domestic straight bonds at the board of directors meeting held on 23 April 2026; the resolution on the disposal of treasury shares at the board of directors meeting held on 24 June 2026; the resolutions on the additional acquisition of shares in IPI affiliates and the suspension of the IUSA business at the board of directors meeting held on 25 August 2026; and the resolution on the transfer of IUSA fixed assets at the management meeting held on 1 September 2026
Future plansThe effective date of the absorption-type company split: Not disclosed. The second delivery of IUSA fixed assets is scheduled for May 2027, and the gain on the sale of fixed assets is expected to be recorded in the first quarter of the fiscal year ending March 2028. Costs related to the suspension of the business are expected to be recorded as extraordinary losses from the third quarter of the fiscal year ending March 2027 onward.
Items this document does not state (2)
Implementation DatePeriod Covered

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.

Because TOYOBO CO.,LTD. owns all of the issued shares of 東洋紡せんい株式会社, it determined that it was appropriate not to deliver shares or other consideration to the company undergoing the absorption-type company split. It stated that assets are expected to continue to substantially exceed liabilities after the succession and that no event currently expected to impede the performance of obligations has been identified.

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Statutory prior disclosure document (company split) (東洋紡せんい株式会社) | TOYOBO CO.,LTD. (3101) timely disclosure | Komori