Details of issuance or disposal
Issuance of new shares by third-party allotment
510,000 common shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥84,150,000 (estimated)
0.45% (0.45% on a voting-rights basis). The dilution rate including previous third-party allocations is 1.55%.
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by third-party allotment |
| Number of shares to be issued or disposed of | 510,000 common shares (maximum) |
| Issue price and disposal price | ¥165 per share. However, if the TSE closing price on 25 August 2026 exceeds ¥165, the offering price will be that closing price. |
| Total issue value | ¥84,150,000 (estimated) |
| Amount of funds to be raised | Total payment amount of ¥84,150,000; estimated net proceeds of ¥78,250,000 |
| Estimated issuance expenses | ¥5,900,000 |
| Specific use of funds | Details Working capital / Amount ¥78,250,000 / Scheduled timing of expenditures Not disclosed |
| Payment date | 29 September 2026 |
| Intended allottee | Name 33 employees of the Company / Number of Shares 510,000 shares |
| Intended allottee's holding policy | The subscribers intend to continue holding the Company's shares. However, no lock-up period or transfer restrictions will be imposed. The Company will obtain written undertakings consenting to reporting to the Company and other requirements if the shares are transferred within 2 years of the payment date. |
| Dilution Rate | 0.45% (0.45% on a voting-rights basis). The dilution rate including previous third-party allocations is 1.55%. |
| Total number of issued shares | 112,933,313 shares → 113,443,313 shares(0.45%) |
| Basis for determining the amount to be paid | The higher of the TSE closing price of ¥165 on the trading day immediately preceding the resolution date (6 August 2026) and the TSE closing price on the trading day immediately preceding the pricing date (25 August 2026). No discount or premium rate is specified. |
| Transfer restriction period | None |
| Categories and Number of Persons Covered | 33 employees of the Company, 510,000 shares |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder consent are not required. All 4 corporate auditors expressed the opinion that the Board of Directors' determination that the issuance does not constitute a particularly favorable issuance is within the bounds of legality. |
| Most recent equity financing | Timing Payment made on 23 March 2026 / Type Issuance of common shares by third-party allotment / Amount ¥82,500,000, Timing Payment on 25 June 2026 / Type Issuance of common shares by third-party allotment / Amount ¥131,720,000 |
| Major shareholders after the offering | Name 海信日本オートモーティブエアコンシステムズ合同会社 / Shareholding ratio 70.94%, Name BBH(LUX) FOR FIDELITY FUNDS - PACIFIC POOL / Shareholding ratio 2.73%, Name Fang Yongyi (方 永義) / Shareholding ratio 1.77%, Name サンデン取引先持株会 / Shareholding ratio 1.61%, Name Li Xiuli (李 秀礼) / Shareholding ratio 1.17%, Name INTERACTIVE BROKERS LLC / Shareholding ratio 1.06%, Name CACEIS BANK, LUXEMBOURG BRANCH / UCITS CLIENTS ASSETS / Shareholding ratio 0.89%, Name CLEARSTREAM BANKING S.A. / Shareholding ratio 0.59%, Name Xu Zhan (徐 湛) / Shareholding ratio 0.44%, Name サンデン従業員持株会 / Shareholding ratio 0.33% |
| Impact on Business Performance | The impact of this third-party allotment on the current fiscal year's results is expected to be limited in the short term. |
Items this document does not state (9)
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 increase the ownership ratio of employees in key positions and, by having them share risks and returns with shareholders, enhance their motivation, morale, sense of responsibility and commitment to improving corporate value. The funds raised are expected to be allocated to working capital, but raising funds itself is not the purpose of the transaction.