Komori
M&A and Subsidiary Changes3647ASULINA Co.,Ltd.Information and Communications, Services and Others

Notice Regarding Change in Consolidated Subsidiary Due to Transfer of Shares

The Company has decided to transfer all 20,000 shares it holds in its consolidated subsidiary 日本グリーン油田開発株式会社, representing 66.7% of voting rights, to ユニオンライン株式会社 and remove the company from its consolidated subsidiaries. The transfer price is undisclosed, but is less than 30% of consolidated net assets for the fiscal year ended August 2025.

Worth reading
61In focus
Scored from 4 of 5 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
30
Less than 30% (of consolidated net assets for the fiscal year ended August 2025)
Wording
Definitive
How definitive the wording is.

This transaction

Share transfer
CounterpartyName of counterparty
Disclosing companyASULINA Co.,Ltd.
Name of target companySubject of this transactionNumber of shares acquired 20,000 shares (shares transferred; voting rights: 20,000)Voting rights ownership percentage Before 66.7% → after ─
Date of board resolution31 August 2026
Contract Date31 August 2026
Execution Date / Effective Date31 August 2026
Target company

Manufacture and sale of biofuels made from rapeseed, cosmetic ingredients and other products

Location Kimotsuki, Kagoshima PrefectureShare capital ¥30 millionDate of incorporation 29 July 2024
Net Sales— (fiscal year ended August 2025)
Operating profitOperating loss of ¥20.252 million (fiscal year ended August 2025)
Net income for the current fiscal yearNet loss of ¥24.857 million (fiscal year ended August 2025)
Net assetsNet assets of ¥4.757 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceAt the request of the transferee, the amount will not be disclosed, but it is less than 30% of net assets for the consolidated fiscal year ended August 2025.
Impact on Business Performance

The impact of this share transfer on the Company's consolidated results for the fiscal year ending August 2026 will be immaterial.

This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameName of counterparty
Name of the Subject CompanyName of target company
Business Description of the Subject CompanyManufacture and sale of biofuels made from rapeseed, cosmetic ingredients and other products
Location of the Subject CompanyKimotsuki, Kagoshima Prefecture
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company29 July 2024
Net Sales of the Subject Company— (fiscal year ended August 2025)
Operating Profit of the Subject CompanyOperating loss of ¥20.252 million (fiscal year ended August 2025)
Net Income of the Subject CompanyNet loss of ¥24.857 million (fiscal year ended August 2025)
Net Assets of the Subject CompanyNet assets of ¥4.757 million (fiscal year ended August 2025)
Acquisition priceAt the request of the transferee, the amount will not be disclosed, but it is less than 30% of net assets for the consolidated fiscal year ended August 2025.
Number of shares acquired20,000 shares (shares transferred; voting rights: 20,000)
Voting rights ownership percentageBefore 66.7% → after ─
Impact on Business PerformanceThe impact of this share transfer on the Company's consolidated results for the fiscal year ending August 2026 will be immaterial.
Date of board resolution31 August 2026
Contract Date31 August 2026
Execution Date / Effective Date31 August 2026
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger 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 ExecutionManagement 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.

In addition to the Green Oilfield Project falling behind the original plan and requiring an early review of its business promotion structure, a local company offered to subscribe for the shares as the Company has been pursuing the selective allocation and concentration of management resources. The transfer is intended to promote the effective use of management resources and strengthen the Company's financial position.

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 Change in Consolidated Subsidiary Due to Transfer of Shares | ASULINA Co.,Ltd. (3647) timely disclosure | Komori