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Occurring Fact3176Sanyo Trading Co.,Ltd.Trading & Wholesale

Notice of receipt and publication of the Special Investigation Committee’s investigation report

The Special Investigation Committee’s investigation confirmed the misappropriation of US$3.9 million by the former chief financial officer of the U.S. subsidiary SCOA and the unauthorized withdrawal of ¥61 million in cash by an employee of 三洋機械工業. In connection with these matters, the Company will record a ¥618 million extraordinary loss for the fiscal year ended September 2026 and formulate and implement measures to prevent recurrence.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
618
¥ millions (extraordinary loss)
Wording
Conditional
How definitive the wording is.

Receipt and publication of the Special Investigation Committee’s investigation report

Subject Entity

Sanyo Trading Co.,Ltd.’s consolidated subsidiary Sanyo Corporation of America (SCOA), and 三洋機械工業株式会社

Target Locations / Products

SCOA’s bank accounts and the ordinary deposit and current deposit accounts at Branch ■■ of Bank B held by 三洋機械工業

OccurrenceFrom June to September 2026 (misappropriation of SCOA funds); from 2017 to 2026 (misconduct at 三洋機械工業)
69 days later
Awareness or receipt of notice9 November 2026 (the date on which the investigation report was received from the Special Investigation Committee). The fraud at SCOA was discovered in early September 2026, while the employee concerned admitted the misconduct at 三洋機械工業 on 29 October 2026.
Litigation / administrative actionThe former chief financial officer of SCOA was dismissed for disciplinary reasons effective 6 November 2026.
This disclosure11/09/2026
Cause

Deficiencies in autonomous risk management and control activities; inadequate measures against fraud risk and insufficient management and monitoring; inadequate evaluation and improvement functions through internal audits

Amount of Impact on Business Performance

A ¥618 million extraordinary loss was recorded for the fiscal year ended September 2026, comprising ¥614 million in fraudulent expenditures at SCOA and ¥4 million attributable to the current fiscal year at 三洋機械工業.

Accounting period in which recognized

Fiscal year ending September 2026

Impact on Earnings Forecast

The extraordinary loss related to the misconduct is reflected in the full-year consolidated results for the fiscal year ended September 2026. For details, see the notice published on the same date concerning the recording of an extraordinary loss and the difference between the forecast and actual full-year consolidated results for the fiscal year ended September 2026.

Company response

Investigation structure

The Special Investigation Committee established on 18 September 2026. The chair is Yuki Daisuke (結城 大輔), and the members are Tanaka Shinsuke (田仲 信介) and Karasawa Hideki (唐澤 英城). The investigation was conducted from 18 September to 5 November 2026.

Measures to prevent recurrence

Fundamental review of the cash and cash equivalents management framework and business processes; appropriate management of authentication methods and access rights; establishment of effective segregation of duties and approval processes; introduction of verification procedures independent of internal company information; strengthening of group controls and monitoring functions by headquarters administrative divisions; formulation and dissemination of group-wide management standards, policies and procedures; institutionalization of proactive risk management and corrective measures when risk events occur; strengthening of compliance initiatives; enhancement of the internal audit function; appropriate performance of audit activities and internal control assessments in accordance with the internal audit rules; ensuring organic collaboration through the second line of defense and the three lines of audit, based on an understanding of the independence of internal audit; and strengthening administrative divisions and functions and developing human resources

Directors' and officers' liability

The former chief financial officer of SCOA was dismissed for disciplinary reasons effective 6 November 2026. Strict disciplinary action is also scheduled for the employee concerned at 三洋機械工業. The responsibility of the other officers is Not disclosed.

Related procedures

Type

Investigation by the Special Investigation Committee. Legal measures, including filing criminal charges and seeking civil damages, are under consideration.

Outlook

The Company will formulate measures to prevent recurrence and implement them promptly. It will take strict disciplinary action against the employee at 三洋機械工業 and consider legal measures against both parties, including filing criminal charges and seeking civil damages.

Planned follow-up disclosure

The specific measures to prevent recurrence will be announced again once finalized, targeted for mid-November 2026. The Company will promptly disclose any matters requiring disclosure.

Event that occurred
ItemDetails
Event nameReceipt and publication of the Special Investigation Committee’s investigation report
Date of occurrenceFrom June to September 2026 (misappropriation of SCOA funds); from 2017 to 2026 (misconduct at 三洋機械工業)
Date recognized / date notice received9 November 2026 (the date on which the investigation report was received from the Special Investigation Committee). The fraud at SCOA was discovered in early September 2026, while the employee concerned admitted the misconduct at 三洋機械工業 on 29 October 2026.
Subject EntitySanyo Trading Co.,Ltd.’s consolidated subsidiary Sanyo Corporation of America (SCOA), and 三洋機械工業株式会社
Target Locations / ProductsSCOA’s bank accounts and the ordinary deposit and current deposit accounts at Branch ■■ of Bank B held by 三洋機械工業
CauseDeficiencies in autonomous risk management and control activities; inadequate measures against fraud risk and insufficient management and monitoring; inadequate evaluation and improvement functions through internal audits
Amount of Impact on Business PerformanceA ¥618 million extraordinary loss was recorded for the fiscal year ended September 2026, comprising ¥614 million in fraudulent expenditures at SCOA and ¥4 million attributable to the current fiscal year at 三洋機械工業.
Accounting period in which recognizedFiscal year ending September 2026
Impact on Earnings ForecastThe extraordinary loss related to the misconduct is reflected in the full-year consolidated results for the fiscal year ended September 2026. For details, see the notice published on the same date concerning the recording of an extraordinary loss and the difference between the forecast and actual full-year consolidated results for the fiscal year ended September 2026.
Type of litigation or proceedingInvestigation by the Special Investigation Committee. Legal measures, including filing criminal charges and seeking civil damages, are under consideration.
Date of filing / date of actionThe former chief financial officer of SCOA was dismissed for disciplinary reasons effective 6 November 2026.
Investigation structureThe Special Investigation Committee established on 18 September 2026. The chair is Yuki Daisuke (結城 大輔), and the members are Tanaka Shinsuke (田仲 信介) and Karasawa Hideki (唐澤 英城). The investigation was conducted from 18 September to 5 November 2026.
Measures to prevent recurrenceFundamental review of the cash and cash equivalents management framework and business processes; appropriate management of authentication methods and access rights; establishment of effective segregation of duties and approval processes; introduction of verification procedures independent of internal company information; strengthening of group controls and monitoring functions by headquarters administrative divisions; formulation and dissemination of group-wide management standards, policies and procedures; institutionalization of proactive risk management and corrective measures when risk events occur; strengthening of compliance initiatives; enhancement of the internal audit function; appropriate performance of audit activities and internal control assessments in accordance with the internal audit rules; ensuring organic collaboration through the second line of defense and the three lines of audit, based on an understanding of the independence of internal audit; and strengthening administrative divisions and functions and developing human resources
Directors' and officers' liabilityThe former chief financial officer of SCOA was dismissed for disciplinary reasons effective 6 November 2026. Strict disciplinary action is also scheduled for the employee concerned at 三洋機械工業. The responsibility of the other officers is Not disclosed.
OutlookThe Company will formulate measures to prevent recurrence and implement them promptly. It will take strict disciplinary action against the employee at 三洋機械工業 and consider legal measures against both parties, including filing criminal charges and seeking civil damages.
Planned follow-up disclosureThe specific measures to prevent recurrence will be announced again once finalized, targeted for mid-November 2026. The Company will promptly disclose any matters requiring disclosure.
Items this document does not state (9)
Court or authorityPlaintiffDefendantClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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 Company identified deficiencies in autonomous risk management and control activities, inadequate measures against fraud risk and insufficient management and monitoring, and inadequate evaluation and improvement functions through internal audits as the causes.

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Notice of receipt and publication of the Special Investigation Committee’s investigation report | Sanyo Trading Co.,Ltd. (3176) timely disclosure | Komori