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Statutory disclosure document6038IID,Inc.Information and Communications, Services and Others

Statutory Pre-Merger Disclosure Documents (株式会社Sun Smile)

IID,Inc. is expected to absorb Sun Smile, with IID,Inc. assuming Sun Smile's rights and obligations. As this is a merger between a wholly owned parent and its subsidiary, no merger consideration will be issued, and IID,Inc.'s stated capital and capital reserves will not increase.

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Decision and Details

IID,Inc.'s annual general meeting of shareholders scheduled for 29 September 2026 (approval resolution planned); Sun Smile Co., Ltd. qualifies for a simplified merger under Article 784, Paragraph 1 of the Companies Act

An absorption-type merger in which IID,Inc. is the surviving company and Sun Smile Co., Ltd. is the disappearing company

Decision21 August 2026 (date the absorption-type merger agreement was executed)
Period CoveredOn and after 1 November 2026
Implementation1 November 2026 (effective date, planned; subject to change following consultation as necessary)
Going forwardAn approval resolution is planned at IID,Inc.'s annual general meeting of shareholders on 29 September 2026, and the merger is scheduled to take effect on 1 November 2026. Any changes arising after the start date of the pre-merger disclosure will be disclosed immediately.
AmountMerger consideration: none; stated capital, capital reserves and retained earnings reserves: no increase
Quantity / scaleAll shares of Sun Smile Co., Ltd. (held by IID,Inc.)
Reason

As this is a merger between a wholly owned parent and its subsidiary, no merger consideration will be issued in this merger. Other reasons for the merger are Not disclosed.

Impact on Business Performance

Following the effective date of the merger, IID,Inc.'s assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. The specific amount of the impact of the merger on results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which IID,Inc. is the surviving company and Sun Smile Co., Ltd. is the disappearing company
Decision-Making BodyIID,Inc.'s annual general meeting of shareholders scheduled for 29 September 2026 (approval resolution planned); Sun Smile Co., Ltd. qualifies for a simplified merger under Article 784, Paragraph 1 of the Companies Act
Decision Date21 August 2026 (date the absorption-type merger agreement was executed)
Implementation Date1 November 2026 (effective date, planned; subject to change following consultation as necessary)
Period CoveredOn and after 1 November 2026
AmountMerger consideration: none; stated capital, capital reserves and retained earnings reserves: no increase
Quantity / scaleAll shares of Sun Smile Co., Ltd. (held by IID,Inc.)
Impact on Business PerformanceFollowing the effective date of the merger, IID,Inc.'s assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. The specific amount of the impact of the merger on results is Not disclosed.
ReasonAs this is a merger between a wholly owned parent and its subsidiary, no merger consideration will be issued in this merger. Other reasons for the merger are Not disclosed.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 782, Paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 784, Paragraph 1 of the Companies Act
Related previous disclosuresAbsorption-type merger agreement executed on 21 August 2026
Future plansAn approval resolution is planned at IID,Inc.'s annual general meeting of shareholders on 29 September 2026, and the merger is scheduled to take effect on 1 November 2026. Any changes arising after the start date of the pre-merger disclosure will be disclosed immediately.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

As this is a merger between a wholly owned parent and its subsidiary, no merger consideration will be issued. No business-related reason for the merger is expressly stated in the document.

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Statutory Pre-Merger Disclosure Documents (株式会社Sun Smile) | IID,Inc. (6038) timely disclosure | Komori