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Statutory disclosure document4617Chugoku Marine Paints,Ltd.Materials and Chemicals

Statutory Advance Disclosure Documents (Merger) (文正商事株式会社)

Chugoku Marine Paints,Ltd. plans to absorb its wholly owned subsidiary, 文正商事株式会社, in a merger that is scheduled to take effect on 1 July 2026. As the merger is with a wholly owned subsidiary, no shares or other consideration will be delivered, and neither stated capital nor capital reserves will increase.

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Decision and Details

Prior disclosure document relating to the merger by absorption

Decision31 October 2025 (date the merger agreement was executed)
Implementation1 July 2026 (scheduled effective date)
Going forwardThe merger by absorption is scheduled to take effect on 1 July 2026. The companies will proceed with understanding business processes, providing operational training and preparing for integration to ensure smooth business operations after the merger.
AmountNo shares or other monetary consideration will be delivered. Stated capital and capital reserves will not increase. 文正商事's fiscal year ended December 2025 revenue was ¥1,298.666 million, operating profit was ¥100.599 million and net income was ¥100.509 million.
Quantity / scale文正商事 shares: 8,000; voting rights ownership ratio: 100.0%; employees: 16
Reason

Because 文正商事 is a wholly owned subsidiary of the company

Impact on Business Performance

Following the merger, the company's assets are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the performance of obligations. Impact on earnings forecasts: Not disclosed

Decision and Details
ItemDetails
Matter CoveredPrior disclosure document relating to the merger by absorption
Decision Date31 October 2025 (date the merger agreement was executed)
Implementation Date1 July 2026 (scheduled effective date)
AmountNo shares or other monetary consideration will be delivered. Stated capital and capital reserves will not increase. 文正商事's fiscal year ended December 2025 revenue was ¥1,298.666 million, operating profit was ¥100.599 million and net income was ¥100.509 million.
Quantity / scale文正商事 shares: 8,000; voting rights ownership ratio: 100.0%; employees: 16
Impact on Business PerformanceFollowing the merger, the company's assets are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the performance of obligations. Impact on earnings forecasts: Not disclosed
ReasonBecause 文正商事 is a wholly owned subsidiary of the company
Governing RuleCompanies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 191; Companies Act, Article 749, Paragraph 1, Items 2 through 5
Related previous disclosuresMerger agreement by absorption dated 31 October 2025 (title: Not disclosed)
Future plansThe merger by absorption is scheduled to take effect on 1 July 2026. The companies will proceed with understanding business processes, providing operational training and preparing for integration to ensure smooth business operations after the merger.
Items this document does not state (2)
Decision-Making BodyPeriod Covered

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 文正商事株式会社 is a wholly owned subsidiary of Chugoku Marine Paints,Ltd., no shares or other monetary consideration will be delivered, and stated capital and capital reserves will not increase. The company also states that, at present, no circumstances are anticipated that would impede the performance of obligations after the merger.

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Statutory Advance Disclosure Documents (Merger) (文正商事株式会社) | Chugoku Marine Paints,Ltd. (4617) timely disclosure | Komori