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M&A and Subsidiary Changes3237INTRANCE CO.,LTD.Real estate

Notice Regarding a Change in Consolidated Subsidiaries (Dissolution and Liquidation)

We have decided to dissolve and liquidate our wholly owned consolidated subsidiary in China. This decision was made because referrals to hotels outside the Group from travel agencies and other parties in China did not progress as planned, while the subsidiary's operating costs became a burden on the Group. The customer referral business itself will continue through collaboration with external companies.

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This transaction

Dissolution and liquidation
Disclosing companyINTRANCE CO.,LTD.
瀛創(上海)商務咨洵有限公司Subject of this transactionVoting rights ownership percentage Before 100.0% (after not disclosed)
Date of board resolution8 April 2026
Execution Date / Effective DateLiquidation is expected to be completed once the necessary procedures under local laws and regulations have been completed.
Target company

Inbound customer referral business

Location Room 509-66, No. 98 Rushan Road, Pudong New Area, Shanghai, ChinaShare capital ¥168 millionDate of incorporation 22 July 2019
Net Sales¥0 million (fiscal year ended December 2024)
Operating profit−¥24 million (fiscal year ended December 2024)
Net income for the current fiscal year−¥23 million (fiscal year ended December 2024)
Net assets−¥42 million (fiscal year ended December 2024)
Impact on Business Performance

The impact on our consolidated results for the fiscal year ending March 2026 is expected to be immaterial and has already been reflected in the revised full-year consolidated earnings forecast. The impact on the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the necessary procedures under local laws and regulations
Management structure after acquisitionThe inbound customer referral business is expected to continue through collaboration with external companies. The treatment of the target company's corporate name, representative and employees is not disclosed.
This transaction
ItemDetails
Transaction nameDissolution and liquidation
Name of the Subject Company瀛創(上海)商務咨洵有限公司
Business Description of the Subject CompanyInbound customer referral business
Location of the Subject CompanyRoom 509-66, No. 98 Rushan Road, Pudong New Area, Shanghai, China
Capital Stock of the Subject Company¥168 million
Date of Establishment of the Subject Company22 July 2019
Net Sales of the Subject Company¥0 million (fiscal year ended December 2024)
Operating Profit of the Subject Company−¥24 million (fiscal year ended December 2024)
Net Income of the Subject Company−¥23 million (fiscal year ended December 2024)
Net Assets of the Subject Company−¥42 million (fiscal year ended December 2024)
Voting rights ownership percentageBefore 100.0% (after not disclosed)
Impact on Business PerformanceThe impact on our consolidated results for the fiscal year ending March 2026 is expected to be immaterial and has already been reflected in the revised full-year consolidated earnings forecast. The impact on the fiscal year ending March 2027 is currently under review.
Date of board resolution8 April 2026
Execution Date / Effective DateLiquidation is expected to be completed once the necessary procedures under local laws and regulations have been completed.
Conditions Precedent to ExecutionCompletion of the necessary procedures under local laws and regulations
Management structure after acquisitionThe inbound customer referral business is expected to continue through collaboration with external companies. The treatment of the target company's corporate name, representative and employees is not disclosed.
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 amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

Referrals to hotels outside the Group did not progress as planned, and the subsidiary's operating costs became a burden on the Group. Accordingly, the subsidiary will be dissolved and liquidated with an emphasis on business efficiency. The inbound customer referral business will continue through collaboration with external companies.

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Notice Regarding a Change in Consolidated Subsidiaries (Dissolution and Liquidation) | INTRANCE CO.,LTD. (3237) timely disclosure | Komori