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M&A and Subsidiary Changes3641PAPYLESS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary

We have decided to dissolve and liquidate JadeComiX Co., Ltd., a consolidated subsidiary in which we hold a 60% stake. A dissolution resolution is scheduled for 31 August 2026, and completion of the liquidation is scheduled during the fiscal year ending March 2027.

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This transaction

Dissolution and liquidation of a consolidated subsidiary
Disclosing companyPAPYLESS CO.,LTD.
JadeComiX Co., Ltd.Subject of this transactionVoting rights ownership percentage Before 60% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

i. Development of Webtoon content and services ii. Production of original content

Location Shinagawa Ward, TokyoShare capital ¥290 millionDate of incorporation 22 May 2023
Net Sales¥0 million (fiscal year ended March 2026)
Operating profitOperating loss (△): △¥282 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss (△): △¥282 million (fiscal year ended March 2026)
Net assets¥45 million (fiscal year ended March 2026)
Impact on Business Performance

The impact of the dissolution of the consolidated subsidiary on consolidated results for the fiscal year ending March 2027 will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionDissolution resolution at an extraordinary general meeting of shareholders of the consolidated subsidiary
This transaction
ItemDetails
Transaction nameDissolution and liquidation of a consolidated subsidiary
Name of the Subject CompanyJadeComiX Co., Ltd.
Business Description of the Subject Companyi. Development of Webtoon content and services ii. Production of original content
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥290 million
Date of Establishment of the Subject Company22 May 2023
Net Sales of the Subject Company¥0 million (fiscal year ended March 2026)
Operating Profit of the Subject CompanyOperating loss (△): △¥282 million (fiscal year ended March 2026)
Net Income of the Subject CompanyNet loss (△): △¥282 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥45 million (fiscal year ended March 2026)
Voting rights ownership percentageBefore 60% (after not disclosed)
Impact on Business PerformanceThe impact of the dissolution of the consolidated subsidiary on consolidated results for the fiscal year ending March 2027 will be immaterial.
Date of board resolution15 July 2026
Execution Date / Effective Date31 August 2026 (scheduled): dissolution resolution at an extraordinary general meeting of shareholders of the consolidated subsidiary; during the fiscal year ending March 2027 (scheduled): completion of the liquidation
Conditions Precedent to ExecutionDissolution resolution at an extraordinary general meeting of shareholders of the consolidated subsidiary
Items this document does not state (17)
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 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.

The purpose is to improve management efficiency across the Group and reorganize the business to strengthen competitiveness.

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Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary | PAPYLESS CO.,LTD. (3641) timely disclosure | Komori