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M&A and Subsidiary Changes5288ASIA PILE HOLDINGS CORPORATIONConstruction and Materials

Notice Regarding the Change in an Equity-Method Affiliate to a Consolidated Subsidiary by a Consolidated Subsidiary

Phan Vu, a consolidated subsidiary, will acquire an additional 954,415 shares of TDLA, an equity-method affiliate, raising its voting interest from 45.9% to 52.2%. As a result, TDLA is expected to change from an equity-method affiliate to a consolidated subsidiary, specifically a second-tier subsidiary of the Company.

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Scale
954415
Shares
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This transaction

Share Acquisition
CounterpartyIndividual shareholders (not disclosed following discussions with the counterparty)
Disclosing companyASIA PILE HOLDINGS CORPORATION
Thu Duc Long An Centrifugal Concrete Joint Stock CompanyVoting rights ownership percentageNumber of shares acquired 954,415 shares; number of voting rights: Not disclosed

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

Manufacture and sale of spun concrete products, including utility poles and piles

Location Tay Ninh Province, VietnamShare capital VND 150,458,020,000 (approximately ¥900 million)Date of incorporation May 2006
Net SalesVND 433.0 billion (¥2,583 million), fiscal year ended December 2025
Operating profitOperating loss of VND 122.9 billion (¥733 million), fiscal year ended December 2025
Net income for the current fiscal yearNet loss of VND 123.7 billion (¥738 million), fiscal year ended December 2025
Net assetsNet assets of VND 104.9 billion (¥625 million), fiscal year ended December 2025
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty to the share acquisition
Impact on Business Performance

The impact on the Company’s consolidated results for the fiscal year ending March 2027 and other matters are currently under review. The Company will promptly disclose any matters requiring announcement that arise in the future.

Procedures and assumptions
Conditions Precedent to ExecutionReceipt of approval from Vietnam’s National Competition Commission
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameIndividual shareholders (not disclosed following discussions with the counterparty)
Name of the Subject CompanyThu Duc Long An Centrifugal Concrete Joint Stock Company
Business Description of the Subject CompanyManufacture and sale of spun concrete products, including utility poles and piles
Location of the Subject CompanyTay Ninh Province, Vietnam
Capital Stock of the Subject CompanyVND 150,458,020,000 (approximately ¥900 million)
Date of Establishment of the Subject CompanyMay 2006
Net Sales of the Subject CompanyVND 433.0 billion (¥2,583 million), fiscal year ended December 2025
Operating Profit of the Subject CompanyOperating loss of VND 122.9 billion (¥733 million), fiscal year ended December 2025
Net Income of the Subject CompanyNet loss of VND 123.7 billion (¥738 million), fiscal year ended December 2025
Net Assets of the Subject CompanyNet assets of VND 104.9 billion (¥625 million), fiscal year ended December 2025
Acquisition priceNot disclosed at the request of the counterparty to the share acquisition
Number of shares acquired954,415 shares; number of voting rights: Not disclosed
Voting rights ownership percentageBefore 45.9% → after 52.2%
Impact on Business PerformanceThe impact on the Company’s consolidated results for the fiscal year ending March 2027 and other matters are currently under review. The Company will promptly disclose any matters requiring announcement that arise in the future.
Date of board resolution24 April 2026
Execution Date / Effective DateTo be determined (after May 2026, following receipt of the approval described above)
Conditions Precedent to ExecutionReceipt of approval from Vietnam’s National Competition Commission
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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.

To address construction demand in Vietnam and further expand the Group’s production capacity and market share in Vietnam.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Change in an Equity-Method Affiliate to a Consolidated Subsidiary by a Consolidated Subsidiary | ASIA PILE HOLDINGS CORPORATION (5288) timely disclosure | Komori