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Statutory disclosure document3844COMTURE CORPORATIONInformation and Communications, Services and Others

Statutory Prior Disclosure Documents (Merger) (株式会社ヒューマンインタラクティブテクノロジー)

COMTURE CORPORATION will absorb its wholly owned subsidiary, 株式会社ヒューマンインタラクティブテクノロジー, in an absorption-type merger and assume all of HIT's rights and obligations. No shares or cash will be delivered as merger consideration, and COMTURE CORPORATION's stated capital and capital reserves will not be increased.

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Decision and Details

Prior disclosure relating to the absorption-type merger

Decision18 March 2026 (date of execution of the absorption-type merger agreement)
Period CoveredFrom the effective date of 1 October 2026 onward
Implementation1 October 2026 (scheduled effective date; subject to change if necessary)
Going forwardThe absorption-type merger is scheduled to take effect on 1 October 2026. Until the effective date, the two companies will consult in advance if either company intends to take any action that would have a material impact. The effective date may be changed or the agreement may be terminated if necessary.
AmountMerger consideration: None. Increase in stated capital and capital reserves: None. Amount paid to acquire HIT: ¥1,625 million (for reference)
Quantity / scale200 common shares of HIT, 100.0% ownership, and continued employment by COMTURE CORPORATION of all 31 HIT employees
Reason

As COMTURE CORPORATION is HIT's wholly owning parent company, no shares or other assets will be delivered or allotted. This is a prior disclosure under Article 782, Paragraph 1 and Article 794, Paragraph 1 of the Companies Act.

Impact on Business Performance

Following the absorption-type merger, COMTURE CORPORATION's assets are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the performance of its obligations. The impact of the merger itself on results is Not disclosed

Decision and Details
ItemDetails
Matter CoveredPrior disclosure relating to the absorption-type merger
Decision Date18 March 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 October 2026 (scheduled effective date; subject to change if necessary)
Period CoveredFrom the effective date of 1 October 2026 onward
AmountMerger consideration: None. Increase in stated capital and capital reserves: None. Amount paid to acquire HIT: ¥1,625 million (for reference)
Quantity / scale200 common shares of HIT, 100.0% ownership, and continued employment by COMTURE CORPORATION of all 31 HIT employees
Impact on Business PerformanceFollowing the absorption-type merger, COMTURE CORPORATION's assets are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the performance of its obligations. The impact of the merger itself on results is Not disclosed
ReasonAs COMTURE CORPORATION is HIT's wholly owning parent company, no shares or other assets will be delivered or allotted. This is a prior disclosure under Article 782, Paragraph 1 and Article 794, Paragraph 1 of the Companies Act.
Governing RuleArticle 782, Paragraph 1 of the Companies Act; Article 794, Paragraph 1 of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 October 2026. Until the effective date, the two companies will consult in advance if either company intends to take any action that would have a material impact. The effective date may be changed or the agreement may be terminated if necessary.
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures

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.

This is a prior disclosure for an absorption-type merger under the Companies Act. As COMTURE CORPORATION is HIT's wholly owning parent company, no shares or other assets will be delivered or allotted.

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Statutory Prior Disclosure Documents (Merger) (株式会社ヒューマンインタラクティブテクノロジー) | COMTURE CORPORATION (3844) timely disclosure | Komori