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M&A and Subsidiary Changes4967KOBAYASHI PHARMACEUTICAL CO.,LTD.Materials and Chemicals

Notice Regarding the Transfer of Equity Interests Involving a Change in a Consolidated Subsidiary (Specified Subsidiary)

Kobayashi Pharmaceutical decided to transfer its 100% equity interest in Jiangsu Kobayashi Pharmaceutical Co., Ltd., its consolidated sub-subsidiary in China, to Wanquan Wante Pharmaceutical (Xiamen) Co., Ltd. Following the transfer, its ownership interest in Jiangsu Kobayashi Pharmaceutical will change from 100% to 0%, and the company will cease to be a consolidated subsidiary.

Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
100
% (equity interest transferred)
Wording
Conditional
How definitive the wording is.

This transaction

This transfer
Counterparty万全万特製薬(厦門)有限公司
Disclosing companyKOBAYASHI PHARMACEUTICAL CO.,LTD.
江蘇小林製薬有限公司Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture of over-the-counter drugs, including athlete's foot and acne treatments

Location No. 8 Zhongdan Road, Hongqiao Town, Taixing City, Jiangsu Province, People's Republic of ChinaShare capital RMB 50 million (Kobayashi Pharmaceutical (China) Co., Ltd. plans to make a capital increase in September 2026)Date of incorporation 9 July 2003
Net SalesRMB 4 million (fiscal year ended December 2025)
Operating profitOperating loss of RMB 13 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of RMB 15 million (fiscal year ended December 2025)
Net assetsNet assets of negative RMB 153 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceThe transfer price is not disclosed due to the confidentiality obligations under the equity transfer agreement.
Amount of extraordinary income (loss)An extraordinary loss is expected to be recognized in the fiscal year ending December 2026, but the amount is currently under review.
Impact on Business Performance

An extraordinary loss is expected to be recognized in the fiscal year ending December 2026, but the amount is currently under review.

This transaction
ItemDetails
Transaction nameThis transfer
Counterparty name万全万特製薬(厦門)有限公司
Name of the Subject Company江蘇小林製薬有限公司
Business Description of the Subject CompanyManufacture of over-the-counter drugs, including athlete's foot and acne treatments
Location of the Subject CompanyNo. 8 Zhongdan Road, Hongqiao Town, Taixing City, Jiangsu Province, People's Republic of China
Capital Stock of the Subject CompanyRMB 50 million (Kobayashi Pharmaceutical (China) Co., Ltd. plans to make a capital increase in September 2026)
Date of Establishment of the Subject Company9 July 2003
Net Sales of the Subject CompanyRMB 4 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of RMB 13 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of RMB 15 million (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of negative RMB 153 million (fiscal year ended December 2025)
Acquisition priceThe transfer price is not disclosed due to the confidentiality obligations under the equity transfer agreement.
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)An extraordinary loss is expected to be recognized in the fiscal year ending December 2026, but the amount is currently under review.
Impact on Business PerformanceAn extraordinary loss is expected to be recognized in the fiscal year ending December 2026, but the amount is currently under review.
Date of board resolution6 August 2026
Contract DateMid-August 2026 (scheduled)
Execution Date / Effective DateEnd of October 2026 (予定)
Items this document does not state (14)
Expenses 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 amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Following a review of changes in China's pharmaceutical regulatory system and market environment, the Company's business portfolio, and Jiangsu Kobayashi Pharmaceutical's manufacturing and sales business, the Company determined that it could expand its over-the-counter drug business in China without owning its own manufacturing plant and concluded that transferring the equity interest was the best option. The Company also stated that the transfer will have no impact on Anmeru, which is currently sold in China, because it is not manufactured by Jiangsu Kobayashi Pharmaceutical, and that sales will continue.

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Notice Regarding the Transfer of Equity Interests Involving a Change in a Consolidated Subsidiary (Specified Subsidiary) | KOBAYASHI PHARMACEUTICAL CO.,LTD. (4967) timely disclosure | Komori