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Statutory disclosure document6062CHARM CARE CORPORATIONInformation and Communications, Services and Others

Statutory Post-Merger Disclosure Document (Merger) (CM Care Co., Ltd.)

CHARM CARE CORPORATION absorbed its wholly owned subsidiary, CMケア株式会社, and assumed all of CMケア株式会社’s rights and obligations, including its assets and liabilities. The merger became effective on 1 July 2026. No merger consideration was paid, and there was no increase in capital or capital reserve.

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Decision and Details

Post-merger disclosure concerning the absorption-type merger with CMケア株式会社

Decision24 February 2026 (date the absorption-type merger agreement was executed)
Implementation1 July 2026 (effective date; completed)
Going forwardThe company plans to apply for the change registration under Article 921 of the Companies Act within 2 weeks from 1 July 2026
AmountMerger consideration: none; increase in capital: none; increase in capital reserve: none
Quantity / scale100 issued shares of CMケア株式会社; ownership interest: 100.0%; 110 employees (as of 30 June 2025)
Reason

As this was a merger between a wholly owned parent company and its subsidiary, the shareholder structure did not change, making it reasonable not to provide merger consideration. In addition, the surviving company’s financial base has been strengthened following the merger.

Impact on Business Performance

As the surviving company following the merger, its financial base has been strengthened, and no difficulty is expected in performing its existing obligations. The specific impact on earnings is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredPost-merger disclosure concerning the absorption-type merger with CMケア株式会社
Decision Date24 February 2026 (date the absorption-type merger agreement was executed)
Implementation Date1 July 2026 (effective date; completed)
AmountMerger consideration: none; increase in capital: none; increase in capital reserve: none
Quantity / scale100 issued shares of CMケア株式会社; ownership interest: 100.0%; 110 employees (as of 30 June 2025)
Impact on Business PerformanceAs the surviving company following the merger, its financial base has been strengthened, and no difficulty is expected in performing its existing obligations. The specific impact on earnings is Not disclosed.
ReasonAs this was a merger between a wholly owned parent company and its subsidiary, the shareholder structure did not change, making it reasonable not to provide merger consideration. In addition, the surviving company’s financial base has been strengthened following the merger.
Governing RuleArticle 801, paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2; Article 799, paragraphs 2 and 3; Article 782, paragraph 1; and Article 921 of the Companies Act
Related previous disclosures“Prior Disclosure Document Concerning the Absorption-Type Merger” dated 23 March 2026
Future plansThe company plans to apply for the change registration under Article 921 of the Companies Act within 2 weeks from 1 July 2026
Items this document does not state (2)
Decision-Making BodyPeriod Covered

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.

Because this was a merger between a wholly owned parent company and its subsidiary, the shareholder structure did not change, making it reasonable not to provide merger consideration. The company also states that the surviving company’s financial base has been strengthened and that no difficulty is expected in performing its existing obligations following the merger.

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Statutory Post-Merger Disclosure Document (Merger) (CM Care Co., Ltd.) | CHARM CARE CORPORATION (6062) timely disclosure | Komori