Komori
M&A and Subsidiary Changes3387create restaurants holdings inc.Retail

Notice Regarding a Change in a Specified Subsidiary (Share Transfer)

The Company has decided to transfer all shares of 香港創造餐飲管理有限公司, which operates a food and beverage business in Hong Kong, to eDigital Media Limited. As a result, 香港創造餐飲管理有限公司 will no longer be a specified subsidiary of the Company, and the voting rights ownership ratio will change from 100% to 0%.

Worth reading
48Recurring
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
1
HK$ (transfer price)
Wording
Conditional
How definitive the wording is.

This transaction

Share Transfers
CounterpartyeDigital Media Limited
Disclosing companycreate restaurants holdings inc.
香港創造餐飲管理有限公司Voting rights ownership percentageNumber of shares acquired 20 million shares (number of shares transferred; number of voting rights: 20 million)

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.White points represent dates designated as scheduled dates in the document.
Target company

Operation and management of food and beverage outlets

Location Hong KongShare capital HK$20 millionDate of incorporation 19 July 2012
Net Sales¥256 million (fiscal year ended February 2026)
Operating profit-¥5 million (fiscal year ended February 2026)
Net income for the current fiscal year-¥27 million (fiscal year ended February 2026)
Net assets-¥267 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceHK$1 (transfer price)
Type of ConsiderationCash (transfer price: HK$1)
Impact on Business Performance

The impact on consolidated results for the current fiscal year (fiscal year ending February 2027) will be immaterial.

Procedures and assumptions
Management structure after acquisition香港創造餐飲管理有限公司 will be excluded from the Company's specified subsidiaries. The treatment of its corporate name, representative and employees is not disclosed.
This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameeDigital Media Limited
Name of the Subject Company香港創造餐飲管理有限公司
Business Description of the Subject CompanyOperation and management of food and beverage outlets
Location of the Subject CompanyHong Kong
Capital Stock of the Subject CompanyHK$20 million
Date of Establishment of the Subject Company19 July 2012
Net Sales of the Subject Company¥256 million (fiscal year ended February 2026)
Operating Profit of the Subject Company-¥5 million (fiscal year ended February 2026)
Net Income of the Subject Company-¥27 million (fiscal year ended February 2026)
Net Assets of the Subject Company-¥267 million (fiscal year ended February 2026)
Acquisition priceHK$1 (transfer price)
Type of ConsiderationCash (transfer price: HK$1)
Number of shares acquired20 million shares (number of shares transferred; number of voting rights: 20 million)
Voting rights ownership percentageBefore 100% → after 0.0%
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year (fiscal year ending February 2027) will be immaterial.
Date of board resolution14 October 2026
Contract Date14 October 2026
Execution Date / Effective Date29 October 2026 (予定)
Management structure after acquisition香港創造餐飲管理有限公司 will be excluded from the Company's specified subsidiaries. The treatment of its corporate name, representative and employees is not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 company had remained in a difficult operating environment due to changes in Hong Kong's business environment and consumer trends, deterioration in the local business environment, and the closure of major directly operated stores. Although the company proceeded with the consolidation of unprofitable stores and a shift to a franchise business, after considering the continuation of the business, the Company decided to transfer it to eDigital Media Limited, with which it had previously had a relationship as a franchisee, from the perspective of optimally allocating the Group's management resources as a whole.

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.
Notice Regarding a Change in a Specified Subsidiary (Share Transfer) | create restaurants holdings inc. (3387) timely disclosure | Komori