Decision and Details
A share exchange under which Shin Maint Holdings Co.,Ltd. will become the wholly owning parent company and SANKI SERVICE CORPORATION will become the wholly owned subsidiary
Because, after comprehensively considering the financial condition, asset position and future prospects of both companies, and taking into account the valuation results of third-party valuation institutions, advice from legal advisers and the results of due diligence, the companies determined that the share exchange ratio was appropriate and would benefit the shareholders of each company
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which Shin Maint Holdings Co.,Ltd. will become the wholly owning parent company and SANKI SERVICE CORPORATION will become the wholly owned subsidiary |
| Decision Date | 15 July 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date) |
| Period Covered | From 1 December 2026 onward (from the effective date of the share exchange) |
| Amount | Increase in stated capital: ¥0; increase in legal reserve: ¥0; capital reserve: to be determined separately in accordance with Article 39 of the Company Calculation Rules |
| Quantity / scale | Share exchange ratio: 1.920 shares of Shin Maint Holdings Co.,Ltd. common stock for each share of SANKI SERVICE CORPORATION common stock; shares to be issued: 11,179,572 (scheduled); delisting date for SANKI SERVICE CORPORATION shares: 27 November 2026 (scheduled); final trading date: 26 November 2026 (scheduled) |
| Reason | Because, after comprehensively considering the financial condition, asset position and future prospects of both companies, and taking into account the valuation results of third-party valuation institutions, advice from legal advisers and the results of due diligence, the companies determined that the share exchange ratio was appropriate and would benefit the shareholders of each company |
| Governing Rule | Companies Act, Articles 767, 768, 794, paragraph 1, and 785, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 234; Company Calculation Rules, Article 39 |
| Related previous disclosures | “Medium-Term Management Plan 2026–2028 [SANKI SERVICE for People] — Accelerating Growth Toward the Realization of Vision 2030,” dated 15 July 2025 |
| Future plans | SANKI SERVICE CORPORATION plans to hold its shareholders meeting on 28 August 2026 or another date separately agreed, Shin Maint Holdings Co.,Ltd. plans to hold its shareholders meeting on 4 September 2026 or another date separately agreed, and the share exchange is scheduled to become effective on 1 December 2026. SANKI SERVICE CORPORATION shares are scheduled to be delisted on 27 November 2026. |
Items this document does not state (2)
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 companies explain that, after comprehensively considering their financial condition, asset position and future prospects, and taking into account the valuation results of third-party valuation institutions, advice from law firms and the results of due diligence, they discussed the matter and determined that the share exchange ratio was appropriate and would benefit the shareholders of both companies.