Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
200
RMB10,000 (transfer price)Wording
Conditional
How definitive the wording is.This transaction
Termination of Share Transfer Agreement and Execution of New Share Transfer AgreementCounterparty山東金飛高温材料有限公司, 上海杰為雅人力資源有限公司
Disclosing companyTAKAMISAWA CO.,LTD.
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.
Target company
Production and sale of ready-mixed concrete
Location Intersection of Huashan West Road and Min'an Road, Zibo High-Tech Industrial Development Zone, People's Republic of ChinaShare capital ¥428 million (RMB32 million)Date of incorporation 13 November 1995
Net Sales¥201 million (fiscal year ended June 2025)
Operating profitOperating loss of ¥102 million (fiscal year ended June 2025)
Net income for the current fiscal yearOperating loss of ¥20 million (fiscal year ended June 2025)
Net assetsNet assets of negative ¥353 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceRMB2 million (transfer price)
Type of ConsiderationCash (RMB2 million)
Impact on Business Performance
The company is currently reviewing the impact of this matter on its consolidated results. It will promptly announce any matters requiring disclosure.
Procedures and assumptions
Management structure after acquisitionThe subsidiary is scheduled to be excluded from the company's scope of consolidation. The trade name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Termination of Share Transfer Agreement and Execution of New Share Transfer Agreement |
| Counterparty name | 山東金飛高温材料有限公司, 上海杰為雅人力資源有限公司 |
| Name of the Subject Company | 溜博高見澤混凝土有限公司 |
| Business Description of the Subject Company | Production and sale of ready-mixed concrete |
| Location of the Subject Company | Intersection of Huashan West Road and Min'an Road, Zibo High-Tech Industrial Development Zone, People's Republic of China |
| Capital Stock of the Subject Company | ¥428 million (RMB32 million) |
| Date of Establishment of the Subject Company | 13 November 1995 |
| Net Sales of the Subject Company | ¥201 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥102 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | Operating loss of ¥20 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | Net assets of negative ¥353 million (fiscal year ended June 2025) |
| Acquisition price | RMB2 million (transfer price) |
| Type of Consideration | Cash (RMB2 million) |
| Number of shares acquired | 64.625% (the actual number of shares and voting rights is Not disclosed) |
| Voting rights ownership percentage | Before 64.625％ → after 0％ |
| Impact on Business Performance | The company is currently reviewing the impact of this matter on its consolidated results. It will promptly announce any matters requiring disclosure. |
| Date of board resolution | 25 March 2026 |
| Contract Date | 25 March 2026 |
| Execution Date / Effective Date | 30 April 2026 (scheduled) |
| Management structure after acquisition | The subsidiary is scheduled to be excluded from the company's scope of consolidation. The trade name, representative and treatment of employees are Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 existing transferee failed to perform its contractual obligations, so the agreement was terminated in accordance with its terms. The company stated that it would maintain its policy of transferring the shares and select a new transferee from the perspective of optimizing the target company's business environment and the allocation of the group's management resources.
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