Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
67000
Shares (planned)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive (third-party allotment)
Who receives how much67,000Shares
67,000 common shares of the company (scheduled; the actual number of shares will be determined based on the results of the enrollment solicitation for the employee stock ownership association)
KH Neochem Employees' Stock Ownership Association67,000 shares (scheduled)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,200 per share. However, if the closing price on the trading day immediately preceding 12 November 2026 exceeds ¥3,200, that closing price will apply.
Total issue value
¥214,400,000 (estimated amount; ultimately, the final disposal price multiplied by the final number of shares)
Amount of funds to be raised
Total payment amount: ¥214,400,000 (estimated amount). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables of ¥214,400,000 (estimated amount based on 67,000 shares)
発行済株式総数
0.18% of the total number of issued shares and 0.19% of the total number of voting rights (based on 67,000 shares)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
From the payment date, 1 June 2027, through 31 May 2030
Conditions for lifting transfer restrictions
The restrictions will be lifted upon expiration of the period, provided that the employee has remained a member of the employee stock ownership association throughout the restricted period. If the employee leaves the association upon reaching retirement age or for another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the applicable prescribed date. In the event of a corporate reorganisation or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If the employee leaves the employee stock ownership association during the period without a legitimate reason, violates laws or regulations, or falls under any other circumstances stipulated in the allocation agreement. This also applies if any shares remain subject to the restrictions at the time the restrictions are lifted.
Categories and Number of Persons Covered
Up to 670 employees of the company, 67,000 shares (assuming all employees join the employee stock ownership association and consent to the plan)
Payment date
1 June 2027
Basis for determining the amount to be paid
Based on the closing price of ¥3,200 on 4 November 2026, the business day preceding the date of the Board of Directors' resolution. If the closing price on the trading day immediately preceding the date on which the terms are determined exceeds this price, that closing price will apply. A discount of 5.52% to the 1-month average of ¥3,387, a discount of 4.71% to the 3-month average of ¥3,358, and a premium of 3.23% to the 6-month average of ¥3,100
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. In addition, 3 directors serving as Audit and Supervisory Committee members, including 2 outside directors, expressed the opinion that the method for determining the disposal price was appropriate.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive (third-party allotment) |
| Number of shares to be issued or disposed of | 67,000 common shares of the company (scheduled; the actual number of shares will be determined based on the results of the enrollment solicitation for the employee stock ownership association) |
| Issue price and disposal price | ¥3,200 per share. However, if the closing price on the trading day immediately preceding 12 November 2026 exceeds ¥3,200, that closing price will apply. |
| Total issue value | ¥214,400,000 (estimated amount; ultimately, the final disposal price multiplied by the final number of shares) |
| Amount of funds to be raised | Total payment amount: ¥214,400,000 (estimated amount). Estimated net proceeds: Not disclosed |
| Payment date | 1 June 2027 |
| Intended allottee | Name KH Neochem Employees' Stock Ownership Association / Number of Shares 67,000 shares (scheduled) |
| Dilution Rate | 0.18% of the total number of issued shares and 0.19% of the total number of voting rights (based on 67,000 shares) |
| Total number of issued shares | 37,149,400 shares (as of 30 June 2026) → Not disclosed |
| Basis for determining the amount to be paid | Based on the closing price of ¥3,200 on 4 November 2026, the business day preceding the date of the Board of Directors' resolution. If the closing price on the trading day immediately preceding the date on which the terms are determined exceeds this price, that closing price will apply. A discount of 5.52% to the 1-month average of ¥3,387, a discount of 4.71% to the 3-month average of ¥3,358, and a premium of 3.23% to the 6-month average of ¥3,100 |
| Transfer restriction period | From the payment date, 1 June 2027, through 31 May 2030 |
| Conditions for lifting transfer restrictions | The restrictions will be lifted upon expiration of the period, provided that the employee has remained a member of the employee stock ownership association throughout the restricted period. If the employee leaves the association upon reaching retirement age or for another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the applicable prescribed date. In the event of a corporate reorganisation or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date. |
| Reason for acquisition without consideration | If the employee leaves the employee stock ownership association during the period without a legitimate reason, violates laws or regulations, or falls under any other circumstances stipulated in the allocation agreement. This also applies if any shares remain subject to the restrictions at the time the restrictions are lifted. |
| Categories and Number of Persons Covered | Up to 670 employees of the company, 67,000 shares (assuming all employees join the employee stock ownership association and consent to the plan) |
| Total Stock-Based Compensation | Monetary compensation receivables of ¥214,400,000 (estimated amount based on 67,000 shares) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. In addition, 3 directors serving as Audit and Supervisory Committee members, including 2 outside directors, expressed the opinion that the method for determining the disposal price was appropriate. |
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
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.To support employees in building personal wealth, provide incentives for the sustainable enhancement of corporate value, strengthen their awareness of participation in management, and promote the sharing of value with shareholders over the medium to long term. In addition, the incentive contribution rate will be raised from 5% to 10% to increase the appeal of the employee stock ownership plan.
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.