Decision and Details
Pre-closing disclosure documents relating to the absorption-type company split / absorption-type company split agreement
Because the absorption-type company split will take place between wholly owned subsidiaries of OH on the effective date, subject to the effectiveness of the share exchange, no consideration will be paid.
No circumstances are expected to arise that would hinder the performance of the obligations of the split company or successor company after the absorption-type company split, and performance is considered feasible.
| Item | Details |
|---|---|
| Matter Covered | Pre-closing disclosure documents relating to the absorption-type company split / absorption-type company split agreement |
| Decision Date | 13 October 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date) |
| Period Covered | From the effective date onward (the end of the period is not disclosed) |
| Amount | No consideration will be paid. The amounts of the assets and liabilities to be transferred are otherwise not disclosed. |
| Quantity / scale | 20 common shares of G clef (all issued shares) |
| Impact on Business Performance | No circumstances are expected to arise that would hinder the performance of the obligations of the split company or successor company after the absorption-type company split, and performance is considered feasible. |
| Reason | Because the absorption-type company split will take place between wholly owned subsidiaries of OH on the effective date, subject to the effectiveness of the share exchange, no consideration will be paid. |
| Governing Rule | Companies Act, Article 782(1), Article 783(1), Article 784(2), Article 785(1), Article 789, Article 790(2), Article 794(1), Article 796(2) and Article 799; Ordinance for Enforcement of the Companies Act, Articles 183 and 192; Ordinance on Company Accounting; Act on Succession to Labor Contracts upon Company Split |
| Related previous disclosures | “Share Exchange Agreement (Share Exchange Agreement concerning the acquisition by Orchestra Holdings of all shares of Sharing Innovations and making it a wholly owned subsidiary),” dated 25 August 2026 |
| Future plans | The required shareholder approval, creditor protection procedures, regulatory approvals and other procedures will be completed, and the absorption-type company split is scheduled to take place on 1 December 2026. The effective date of the share exchange is set as 30 November 2026. Any changes to these matters will be disclosed promptly. |
Items this document does not state (1)
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 absorption-type company split will be carried out subject to the effectiveness of the share exchange under which Sharing Innovations becomes a wholly owned subsidiary of Orchestra Holdings. Because 株式会社ランド・ホー and Sharing Innovations will thereby become wholly owned subsidiaries of Orchestra Holdings, no consideration will be paid.