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How definitive the wording is.This transaction
Dissolution and liquidation of a consolidated subsidiaryDisclosing companyPremier Anti-Aging Co.,Ltd.
Date of board resolution14 July 2026
Execution Date / Effective DateThe liquidation is expected to be completed once the procedures required under local law have been completed. The specific schedule has not yet been determined.
Target company
Import and sale of cosmetics (including DUO) in China
Location Jing'an District, Shanghai, People's Republic of ChinaShare capital ¥520 millionDate of incorporation February 2021
Net Sales¥101 million (fiscal year ended December 2025)
Operating profitNet loss of ¥50 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥50 million (fiscal year ended December 2025)
Net assetsNegative net assets of ¥830 million (fiscal year ended December 2025)
Consideration and expenses
Amount of extraordinary income (loss)The loss amount is currently under review. The specific amount and the timing of recognition are Not disclosed
Impact on Business Performance
The loss amount and tax implications arising from this matter are currently under review. At present, there is no change to the consolidated earnings forecast for the fiscal year ending July 2026.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the procedures required under local law
Management structure after acquisitionThe sales operations in China will be consolidated into more efficient and higher-growth cross-border e-commerce operations (overseas flagship stores). The change of corporate name and the treatment of the representative and employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Dissolution and liquidation of a consolidated subsidiary |
| Name of the Subject Company | 蓓安美(上海)化粧品有限公司 |
| Business Description of the Subject Company | Import and sale of cosmetics (including DUO) in China |
| Location of the Subject Company | Jing'an District, Shanghai, People's Republic of China |
| Capital Stock of the Subject Company | ¥520 million |
| Date of Establishment of the Subject Company | February 2021 |
| Net Sales of the Subject Company | ¥101 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Net loss of ¥50 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of ¥50 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Negative net assets of ¥830 million (fiscal year ended December 2025) |
| Voting rights ownership percentage | Before 100% (the Company's ownership interest) (after not disclosed) |
| Amount of extraordinary income (loss) | The loss amount is currently under review. The specific amount and the timing of recognition are Not disclosed |
| Impact on Business Performance | The loss amount and tax implications arising from this matter are currently under review. At present, there is no change to the consolidated earnings forecast for the fiscal year ending July 2026. |
| Date of board resolution | 14 July 2026 |
| Execution Date / Effective Date | The liquidation is expected to be completed once the procedures required under local law have been completed. The specific schedule has not yet been determined. |
| Conditions Precedent to Execution | Completion of the procedures required under local law |
| Management structure after acquisition | The sales operations in China will be consolidated into more efficient and higher-growth cross-border e-commerce operations (overseas flagship stores). The change of corporate name and the treatment of the representative and employees are Not disclosed |
Items this document does not state (15)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountContract DateValuation methodologyIndependent valuation institutionSpecial Committee
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.BAM continued to post operating losses amid deteriorating conditions in the Chinese market, and its performance did not improve despite various measures. The Group has stated that, under its policy of concentrating management resources on brands and business areas expected to grow and improving the profitability and corporate value of the Group as a whole, it will consolidate its sales operations in China into more efficient and higher-growth cross-border e-commerce operations.
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