Decision and Details
Written resolutions of the extraordinary shareholders meeting of 株式会社クミカ物流 and in lieu of resolutions of its board of directors. KUMIAI CHEMICAL INDUSTRY CO., LTD. conducted the transaction without obtaining shareholder approvalShare exchange under which KUMIAI CHEMICAL INDUSTRY CO., LTD. is the wholly owning parent company and 株式会社クミカ物流 is the wholly owned subsidiary
Post-transaction disclosure prescribed by Article 791, paragraph 1, item 2 and Article 801, paragraph 3, item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act. The reason for conducting the share exchange was Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which KUMIAI CHEMICAL INDUSTRY CO., LTD. is the wholly owning parent company and 株式会社クミカ物流 is the wholly owned subsidiary |
| Decision-Making Body | Written resolutions of the extraordinary shareholders meeting of 株式会社クミカ物流 and in lieu of resolutions of its board of directors. KUMIAI CHEMICAL INDUSTRY CO., LTD. conducted the transaction without obtaining shareholder approval |
| Decision Date | 11 September 2026 (date of execution of the share exchange agreement), 15 October 2026 (approval at the extraordinary shareholders meeting of 株式会社クミカ物流), 30 October 2026 (resolution to cancel treasury shares of 株式会社クミカ物流) |
| Implementation Date | 1 November 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: ¥0; increase in legal reserve: ¥0 |
| Quantity / scale | 31,620 transferred shares of 株式会社クミカ物流, 35,413 common shares of KUMIAI CHEMICAL INDUSTRY CO., LTD. delivered, and an exchange ratio of 1.12 common shares of KUMIAI CHEMICAL INDUSTRY CO., LTD. for each common share of 株式会社クミカ物流 |
| Reason | Post-transaction disclosure prescribed by Article 791, paragraph 1, item 2 and Article 801, paragraph 3, item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act. The reason for conducting the share exchange was Not disclosed |
| Governing Rule | Article 783, paragraph 1; Article 784-2; Article 785; Article 787; Article 789; Article 795, paragraph 1; Article 796, paragraph 2, main clause, and paragraph 3; Article 797; Article 799; Article 791, paragraph 1, item 2; Article 801, paragraph 3, item 3 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; Article 161, paragraph 2 of the Act on Book-Entry Transfer of Company Bonds and Shares |
| Related previous disclosures | Share exchange agreement dated 11 September 2026, shareholder notice dated 30 September 2026, electronic public notice dated 9 October 2026, extraordinary shareholders meeting held on 15 October 2026, and written resolution in lieu of a board of directors resolution dated 30 October 2026 |
Items this document does not state (3)
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.This is a post-transaction disclosure concerning the share exchange under the Companies Act and the Ordinance for Enforcement of the Companies Act. The reasons for conducting the share exchange are not stated in the document.