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

Statutory Prior Disclosure Documents (Merger) (株式会社グッドサイクルシステム)

EM SYSTEMS CO.,LTD. will absorb and merge with its wholly owned subsidiary, 株式会社グッドサイクルシステム. The effective date is 1 January 2027. No consideration will be paid, and there will be no increase in the surviving company's share capital or reserves.

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Decision and Details

EM SYSTEMS CO.,LTD.'s Board of Directors; 株式会社グッドサイクルシステム's decision-making body: Not disclosed

An absorption-type merger in which EM SYSTEMS CO.,LTD. is the surviving company and 株式会社グッドサイクルシステム is the disappearing company

Decision16 October 2026
Period CoveredFrom the effective date of 1 January 2027 onward
Implementation1 January 2027 (scheduled effective date; however, this may be changed by consultation and agreement)
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 the surviving company's share capital, capital reserve or retained earnings reserve: none
Quantity / scaleThe surviving company owns all issued shares of the disappearing company and will continue to employ all of the disappearing company's employees
Reason

Because this is a merger between a wholly owned parent company and its wholly owned subsidiary

Impact on Business Performance

After the effective date, the surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which EM SYSTEMS CO.,LTD. is the surviving company and 株式会社グッドサイクルシステム is the disappearing company
Decision-Making BodyEM SYSTEMS CO.,LTD.'s Board of Directors; 株式会社グッドサイクルシステム's decision-making body: Not disclosed
Decision Date16 October 2026
Implementation Date1 January 2027 (scheduled effective date; however, this may be changed by consultation and agreement)
Period CoveredFrom the effective date of 1 January 2027 onward
AmountMerger consideration: none; increase in the surviving company's share capital, capital reserve or retained earnings reserve: none
Quantity / scaleThe surviving company owns all issued shares of the disappearing company and will continue to employ all of the disappearing company's employees
Impact on Business PerformanceAfter the effective date, the surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated
ReasonBecause this is a merger between a wholly owned parent company and its wholly owned subsidiary
Governing RuleArticle 794, paragraph 1; Article 782, paragraph 1; Article 796, paragraph 2; and Article 784, paragraph 1 of the Companies Act; and Article 191 and Article 182 of the Ordinance for Enforcement of the Companies Act
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, it will be conducted without consideration using simplified merger and short-form merger procedures.

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Statutory Prior Disclosure Documents (Merger) (株式会社グッドサイクルシステム) | EM SYSTEMS CO.,LTD. (4820) timely disclosure | Komori