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M&A and Subsidiary Changes6045Rentracks CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Change in a Consolidated Subsidiary (Athena Shanghai) Through the Transfer of Equity Interests

The Company has resolved to transfer all equity interests in its consolidated subsidiary, 阿迪納(上海)市場営銷策劃有限公司 (Athena Shanghai), to 林帆国际物流(上海)有限公司. Following the transfer, Athena Shanghai is expected to cease to be a consolidated subsidiary of the Company.

Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
40
CNY 10,000s (approximately ¥9.38 million)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transfer of equity interests
Counterparty林帆国际物流(上海)有限公司
Disclosing companyRentracks CO.,LTD.
阿迪納(上海)市場営銷策劃有限公司Voting rights ownership percentage

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

Warehousing services for B2B and e-commerce businesses, mainly in Shanghai, China, and cross-border e-commerce support services

Location China (Changning District, Shanghai)Share capital US$650,000 (approximately ¥10.225 million)Date of incorporation 29 June 2005
Net SalesCNY 7,255,162.76 (¥170.133 million), fiscal year ending December 2025
Operating profitCNY (791,426.14) (¥(18.559) million), fiscal year ending December 2025
Net income for the current fiscal yearCNY (813,966.14) (¥(19.088) million), fiscal year ending December 2025
Net assetsCNY (281,232.51) (¥(6.595) million), fiscal year ending December 2025
Consideration and expenses
Acquisition priceTransfer price of CNY 400,000 (approximately ¥9.38 million)
Type of ConsiderationCash (transfer price of CNY 400,000)
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Valuation methodologyDetermined through discussions and negotiations with the transferee, taking into comprehensive consideration the target company's financial position, earnings performance and future business outlook.
Conditions Precedent to ExecutionBefore the transfer of the equity interests, the Company's loan receivable from Athena Shanghai of CNY 2.62 million (approximately ¥61.44 million) must be converted into capital through a debt-to-equity swap (DES).
This transaction
ItemDetails
Transaction nameThis transfer of equity interests
Counterparty name林帆国际物流(上海)有限公司
Name of the Subject Company阿迪納(上海)市場営銷策劃有限公司
Business Description of the Subject CompanyWarehousing services for B2B and e-commerce businesses, mainly in Shanghai, China, and cross-border e-commerce support services
Location of the Subject CompanyChina (Changning District, Shanghai)
Capital Stock of the Subject CompanyUS$650,000 (approximately ¥10.225 million)
Date of Establishment of the Subject Company29 June 2005
Net Sales of the Subject CompanyCNY 7,255,162.76 (¥170.133 million), fiscal year ending December 2025
Operating Profit of the Subject CompanyCNY (791,426.14) (¥(18.559) million), fiscal year ending December 2025
Net Income of the Subject CompanyCNY (813,966.14) (¥(19.088) million), fiscal year ending December 2025
Net Assets of the Subject CompanyCNY (281,232.51) (¥(6.595) million), fiscal year ending December 2025
Acquisition priceTransfer price of CNY 400,000 (approximately ¥9.38 million)
Type of ConsiderationCash (transfer price of CNY 400,000)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is currently under review.
Date of board resolution16 October 2026
Contract Date20 October 2026
Execution Date / Effective DateNovember 2026 (scheduled)
Valuation methodologyDetermined through discussions and negotiations with the transferee, taking into comprehensive consideration the target company's financial position, earnings performance and future business outlook.
Conditions Precedent to ExecutionBefore the transfer of the equity interests, the Company's loan receivable from Athena Shanghai of CNY 2.62 million (approximately ¥61.44 million) must be converted into capital through a debt-to-equity swap (DES).
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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.

The Company has determined that transferring the equity interests will contribute to building its business portfolio, optimizing the allocation of management resources and enhancing corporate value over the medium to long term, following its review of Athena Shanghai's future role and alignment with its business strategy as it positions its internet marketing and reuse businesses as the two pillars of growth.

How to read this page

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Notice Regarding the Change in a Consolidated Subsidiary (Athena Shanghai) Through the Transfer of Equity Interests | Rentracks CO.,LTD. (6045) timely disclosure | Komori