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M&A and Subsidiary Changes3943OHISHI SANGYO CO.,LTD.Materials and Chemicals

Notice Regarding the Dissolution of an Overseas Consolidated Subsidiary

The Company will dissolve its wholly owned consolidated subsidiary in Malaysia. The subsidiary is scheduled to cease operations in September 2026 and complete liquidation in June 2027.

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This transaction

Dissolution of the subsidiary
Disclosing companyOHISHI SANGYO CO.,LTD.
FUSIONS TRADING MALAYSIA SDN.BHD.Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Import and sale of Japanese agricultural products and other goods in Malaysia

Location Federal Territory of Kuala Lumpur, MalaysiaShare capital MYR 1 million (approximately ¥33 million)Date of incorporation September 2024
Net Sales¥11 million (fiscal year ended December 2025)
Operating profit−¥90 million (fiscal year ended December 2025; operating loss)
Net income for the current fiscal year−¥90 million (fiscal year ended December 2025; net loss)
Net assets−¥82 million (fiscal year ended December 2025)
Impact on Business Performance

The impact on consolidated results associated with the dissolution of the consolidated subsidiary is currently under review. The Company will promptly announce any event requiring disclosure.

This transaction
ItemDetails
Transaction nameDissolution of the subsidiary
Name of the Subject CompanyFUSIONS TRADING MALAYSIA SDN.BHD.
Business Description of the Subject CompanyImport and sale of Japanese agricultural products and other goods in Malaysia
Location of the Subject CompanyFederal Territory of Kuala Lumpur, Malaysia
Capital Stock of the Subject CompanyMYR 1 million (approximately ¥33 million)
Date of Establishment of the Subject CompanySeptember 2024
Net Sales of the Subject Company¥11 million (fiscal year ended December 2025)
Operating Profit of the Subject Company−¥90 million (fiscal year ended December 2025; operating loss)
Net Income of the Subject Company−¥90 million (fiscal year ended December 2025; net loss)
Net Assets of the Subject Company−¥82 million (fiscal year ended December 2025)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on consolidated results associated with the dissolution of the consolidated subsidiary is currently under review. The Company will promptly announce any event requiring disclosure.
Date of board resolution17 July 2026
Execution Date / Effective DateSuspension of procurement, sales, and import/export operations: September 2026 (scheduled); completion of liquidation: June 2027 (scheduled)
Items this document does not state (18)
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 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.

Although the number of customers increased, the subsidiary is expected to diverge significantly from its original business plan due to changes in local purchasing trends, intense competition from products made in other countries and similar products, and soaring logistics costs. The Company states that it resolved to dissolve the subsidiary as part of measures to ensure the achievement of its medium-term management plan.

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Notice Regarding the Dissolution of an Overseas Consolidated Subsidiary | OHISHI SANGYO CO.,LTD. (3943) timely disclosure | Komori