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M&A and Subsidiary Changes3445RS Technologies Co.,Ltd.Construction and Materials

Notice of Conclusion of Discussions on a Capital Alliance with Jiangxi Shengtai Precision Optics Co., Ltd.

The parties concluded discussions regarding the plan to subscribe to a third-party allotment of shares by 江西盛泰精密光学有限公司, acquire a 51% stake and make it a consolidated subsidiary, as they were unable to agree on the terms. The transaction will not be carried out.

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This transaction

Making a Company a Consolidated Subsidiary Through Subscription to a Third-Party Allotment of Shares
Counterparty (target company)江西盛泰精密光学有限公司
Disclosing companyRS Technologies Co.,Ltd.
Subject of this transactionVoting rights ownership percentage After No acquisition, as the transaction will not be carried out (before not disclosed)
Date of board resolution24 July 2026
Execution Date / Effective DateThe transaction will not be carried out (no execution)
Impact on Business Performance

The impact on the Company’s consolidated results for the fiscal year ending December 2026 is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionMeasures to address procedures related to tax incentives at the target company, among other matters
This transaction
ItemDetails
Transaction nameMaking a Company a Consolidated Subsidiary Through Subscription to a Third-Party Allotment of Shares
Counterparty name江西盛泰精密光学有限公司
Name of the Subject Company江西盛泰精密光学有限公司
Voting rights ownership percentageAfter No acquisition, as the transaction will not be carried out (before not disclosed)
Impact on Business PerformanceThe impact on the Company’s consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Date of board resolution24 July 2026
Execution Date / Effective DateThe transaction will not be carried out (no execution)
Conditions Precedent to ExecutionMeasures to address procedures related to tax incentives at the target company, among other matters
Items this document does not state (24)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition 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 CommitteeManagement structure after acquisition

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.

Although the subscription date was postponed again and discussions on the terms continued, including measures to address procedures related to the target company’s tax incentives, the parties ultimately failed to reach agreement on the various terms of the transaction.

How to read this page

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Notice of Conclusion of Discussions on a Capital Alliance with Jiangxi Shengtai Precision Optics Co., Ltd. | RS Technologies Co.,Ltd. (3445) timely disclosure | Komori