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Statutory disclosure document4820EM SYSTEMS CO.,LTD.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Merger) (株式会社EMテクノロジー研究所)

EM SYSTEMS CO.,LTD. has entered into an agreement to absorb its wholly owned subsidiary, 株式会社EMテクノロジー研究所, and assume its assets, liabilities, rights and obligations, and employees. The effective date is 1 January 2027. No merger consideration will be paid, and the surviving company's capital stock or reserves will not increase.

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Decision and Details

Board of directors

Prior disclosure regarding the merger by absorption with 株式会社EMテクノロジー研究所

Decision16 October 2026
Period CoveredOn or after 1 January 2027
Implementation1 January 2027 (scheduled effective date; subject to change as the procedures progress)
Going forwardThe merger is scheduled to take effect on 1 January 2027. If any changes arise to the disclosed information after the start date for prior disclosure, the revised details will be disclosed immediately.
AmountMerger consideration: none; increase in capital stock after the merger: ¥0; increase in capital reserve after the merger: ¥0; increase in retained earnings reserve after the merger: ¥0; total assets of the disappearing company as of 31 December 2025: ¥1,191,538,788; total liabilities: ¥394,747,232; total net assets: ¥796,791,556; net sales from 1 January to 31 December 2025: ¥2,396,489,538; net income: ¥196,558,656
Quantity / scaleIssued shares of the disappearing company: 200 common shares; treasury shares: 0; all employees of the disappearing company will be retained
Reason

Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary

Impact on Business Performance

No circumstances are currently anticipated regarding earnings and cash flows after the merger by absorption that would impede the performance of obligations. No merger consideration will be paid, and the surviving company's capital stock, capital reserve, and retained earnings reserve will not increase. The amount of the impact on earnings forecasts is not stated.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure regarding the merger by absorption with 株式会社EMテクノロジー研究所
Decision-Making BodyBoard of directors
Decision Date16 October 2026
Implementation Date1 January 2027 (scheduled effective date; subject to change as the procedures progress)
Period CoveredOn or after 1 January 2027
AmountMerger consideration: none; increase in capital stock after the merger: ¥0; increase in capital reserve after the merger: ¥0; increase in retained earnings reserve after the merger: ¥0; total assets of the disappearing company as of 31 December 2025: ¥1,191,538,788; total liabilities: ¥394,747,232; total net assets: ¥796,791,556; net sales from 1 January to 31 December 2025: ¥2,396,489,538; net income: ¥196,558,656
Quantity / scaleIssued shares of the disappearing company: 200 common shares; treasury shares: 0; all employees of the disappearing company will be retained
Impact on Business PerformanceNo circumstances are currently anticipated regarding earnings and cash flows after the merger by absorption that would impede the performance of obligations. No merger consideration will be paid, and the surviving company's capital stock, capital reserve, and retained earnings reserve will not increase. The amount of the impact on earnings forecasts is not stated.
ReasonBecause this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Governing RuleCompanies Act, Article 794, Paragraph 1; Article 782, Paragraph 1; Article 796, Paragraph 2; Article 784, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 191; Article 182
Future plansThe merger is scheduled to take effect on 1 January 2027. If any changes arise to the disclosed information after the start date for prior disclosure, the revised details will be disclosed immediately.
Items this document does not state (1)
Related previous disclosures

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.

As this is a merger between a wholly owned parent company and its wholly owned subsidiary, the specific purpose and rationale for the organizational restructuring are not stated in the document.

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Statutory Prior Disclosure Document (Merger) (株式会社EMテクノロジー研究所) | EM SYSTEMS CO.,LTD. (4820) timely disclosure | Komori