Komori
M&A and Subsidiary Changes3563FOOD & LIFE COMPANIES LTD.Retail

Notice Regarding a Change in a Specified Subsidiary

The Company plans to carve out part of the business operated by its consolidated subsidiary 北京寿司郎餐飲有限公司 through a company split and transfer it to the newly established 上海寿司郎餐飲有限公司 (tentative name). The new company is expected to become a specified subsidiary with capital of CNY 16.25 million (approximately ¥386 million).

Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1625
CNY ten thousand
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty北京寿司郎餐飲有限公司
Disclosing companyFOOD & LIFE COMPANIES LTD.
上海寿司郎餐飲有限公司 (tentative name)Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Operation of conveyor-belt sushi restaurants

Location Pudong New Area, Shanghai, People's Republic of China (planned)Share capital CNY 16.25 million (approximately ¥386 million) (planned)Date of incorporation January 2027 (planned)
Impact on Business Performance

The impact of this company split on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval of the split plan (scheduled for October 2026)
Management structure after acquisition上海寿司郎餐飲有限公司 (tentative name); the general manager is expected to be 森 Keiji (森圭司). 7 officers from the Company are expected to take office. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty name北京寿司郎餐飲有限公司
Name of the Subject Company上海寿司郎餐飲有限公司 (tentative name)
Business Description of the Subject CompanyOperation of conveyor-belt sushi restaurants
Location of the Subject CompanyPudong New Area, Shanghai, People's Republic of China (planned)
Capital Stock of the Subject CompanyCNY 16.25 million (approximately ¥386 million) (planned)
Date of Establishment of the Subject CompanyJanuary 2027 (planned)
Voting rights ownership percentageAfter 100% (planned) (before not disclosed)
Impact on Business PerformanceThe impact of this company split on the Company's consolidated results will be immaterial.
Date of board resolution30 September 2026
Execution Date / Effective DateJanuary 2027 (planned)
Conditions Precedent to ExecutionShareholder approval of the split plan (scheduled for October 2026)
Management structure after acquisition上海寿司郎餐飲有限公司 (tentative name); the general manager is expected to be 森 Keiji (森圭司). 7 officers from the Company are expected to take office. Employee treatment: Not disclosed.
Items this document does not state (19)
Net 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 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.

The reorganization of regional management functions is intended to improve operating efficiency and strengthen governance in order to accelerate store openings in mainland China. The Company states that it aims to achieve sustainable growth in its China business as a result.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
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 | FOOD & LIFE COMPANIES LTD. (3563) timely disclosure | Komori