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Statutory disclosure document4247POVAL KOGYO CO.,LTD.Materials and Chemicals

Statutory Post-Transaction Disclosure Document (Merger) (日新製作所)

POVAL KOGYO CO.,LTD. absorbed its wholly owned subsidiary, 株式会社日新製作所, and on 1 April 2026 assumed all rights and obligations, including the assets and liabilities, of 株式会社日新製作所. The post-merger change registration is scheduled to be filed within 2 weeks of the effective date.

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Decision and Details

Board of Directors (resolutions of both companies' Boards of Directors approving execution of the merger agreement)

Post-merger disclosure relating to the absorption-type merger with 株式会社日新製作所

Decision21 January 2026 (date of execution of the merger agreement)
Period CoveredOn or after 1 April 2026 (following the effectiveness of the merger)
Implementation1 April 2026 (effective date; completed)
Going forwardThe change registration for this merger is scheduled to be filed within 2 weeks of 1 April 2026
Quantity / scaleAll assets, liabilities and other rights and obligations of 株式会社日新製作所 were assumed
Reason

Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constitutes a simplified merger under Article 796, paragraph 2 of the Companies Act for the surviving company and a short-form merger under Article 784, paragraph 1 of the Companies Act for the absorbed company.

Impact on Business Performance

Following the merger, the amount of assets is expected to substantially exceed the amount of liabilities, and no circumstances that would hinder the performance of obligations are currently anticipated.

Decision and Details
ItemDetails
Matter CoveredPost-merger disclosure relating to the absorption-type merger with 株式会社日新製作所
Decision-Making BodyBoard of Directors (resolutions of both companies' Boards of Directors approving execution of the merger agreement)
Decision Date21 January 2026 (date of execution of the merger agreement)
Implementation Date1 April 2026 (effective date; completed)
Period CoveredOn or after 1 April 2026 (following the effectiveness of the merger)
Quantity / scaleAll assets, liabilities and other rights and obligations of 株式会社日新製作所 were assumed
Impact on Business PerformanceFollowing the merger, the amount of assets is expected to substantially exceed the amount of liabilities, and no circumstances that would hinder the performance of obligations are currently anticipated.
ReasonBecause this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constitutes a simplified merger under Article 796, paragraph 2 of the Companies Act for the surviving company and a short-form merger under Article 784, paragraph 1 of the Companies Act for the absorbed company.
Governing RuleArticle 801, paragraph 1 of the Companies Act; Article 200 of the Regulation for Enforcement of the Companies Act; Article 794, paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Regulation for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and Article 784, paragraph 1 of the Companies Act
Related previous disclosuresPre-merger disclosure document relating to the absorption-type merger dated 21 January 2026
Future plansThe change registration for this merger is scheduled to be filed within 2 weeks of 1 April 2026
Items this document does not state (1)
Amount

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.

Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constitutes a simplified merger for the surviving company and a short-form merger for the absorbed company.

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Statutory Post-Transaction Disclosure Document (Merger) (日新製作所) | POVAL KOGYO CO.,LTD. (4247) timely disclosure | Komori