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Statutory disclosure document5010NIPPON SEIRO CO.,LTD.Energy Resources

Statutory Prior Disclosure Document (Merger) (テクノワックス株式会社)

It was decided that 日本精蠟株式会社 will absorb and merge with its wholly owned subsidiary, テクノワックス株式会社, which will cease to exist. The effective date is 1 January 2027, and no merger consideration will be delivered.

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Decision and Details

Prior disclosure relating to the absorption-type merger

Decision29 September 2026 (date of execution of the merger agreement and disclosure date)
Implementation1 January 2027 (scheduled effective date)
Going forwardAn absorption-type merger is scheduled for 1 January 2027, with 日本精蠟株式会社 as the surviving company and テクノワックス株式会社 as the absorbed company.
AmountMerger consideration: none
Quantity / scaleSurviving company: 日本精蠟株式会社; absorbed company: テクノワックス株式会社
Reason

Because this is a merger between a wholly owned parent company and its wholly owned subsidiary, Company A will not deliver merger consideration to the shareholders of Company B.

Impact on Business Performance

It was determined that there would be no issue with the likelihood of performance of the obligations to be assumed by Company A following the absorption-type merger. The specific impact on earnings is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure relating to the absorption-type merger
Decision Date29 September 2026 (date of execution of the merger agreement and disclosure date)
Implementation Date1 January 2027 (scheduled effective date)
AmountMerger consideration: none
Quantity / scaleSurviving company: 日本精蠟株式会社; absorbed company: テクノワックス株式会社
Impact on Business PerformanceIt was determined that there would be no issue with the likelihood of performance of the obligations to be assumed by Company A following the absorption-type merger. The specific impact on earnings is Not disclosed.
ReasonBecause this is a merger between a wholly owned parent company and its wholly owned subsidiary, Company A will not deliver merger consideration to the shareholders of Company B.
Governing RuleCompanies Act, Article 782, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 182; Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 191; Companies Act, Article 796, Paragraph 2; Companies Act, Article 784, Paragraph 1
Future plansAn absorption-type merger is scheduled for 1 January 2027, with 日本精蠟株式会社 as the surviving company and テクノワックス株式会社 as the absorbed company.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

The document states that this is a merger between a wholly owned parent company and its wholly owned subsidiary, and that it was determined that there would be no issue with 日本精蠟株式会社's ability to perform its obligations following the absorption-type merger. No business purpose or specific economic rationale for the merger is stated.

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Statutory Prior Disclosure Document (Merger) (テクノワックス株式会社) | NIPPON SEIRO CO.,LTD. (5010) timely disclosure | Komori