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Statutory disclosure document6753Sharp CorporationElectrical Equipment and Precision Instruments

Statutory Pre-Merger Disclosure Document (Merger) (Sharp Display Color Filter Co., Ltd.)

Sharp Corporation entered into an agreement to absorb its wholly owned subsidiary, シャープディスプレイカラーフィルター株式会社, through an absorption-type merger. The effective date is scheduled for 1 April 2027, and Sharp Corporation will issue neither shares nor cash as consideration.

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Decision and Details

Board of Directors of シャープディスプレイカラーフィルター株式会社 (with respect to the discontinuation of the business)

Pre-Merger Disclosure Document

Decision7 August 2026 (date of execution of the merger agreement). The discontinuation of the business was approved by the Board of Directors on 10 February 2026.
Implementation1 April 2027 (scheduled effective date of the absorption-type merger; subject to change by agreement between the parties)
Going forwardThe absorption-type merger is scheduled to take effect on 1 April 2027. The parties plan to continue the current business activities until the effective date. The parties may change the effective date by agreement, and may amend or terminate the agreement if there is a material change in their financial or operating condition.
AmountMerger consideration: ¥0. Increase in Sharp Corporation's share capital resulting from the merger: ¥0; capital reserve: ¥0; legal reserve: ¥0. SDCC's sixth fiscal year revenue: ¥4,583,187 thousand; operating profit: ¥118,977 thousand; extraordinary loss: ¥1,219,870 thousand; net loss for the period: ¥1,160,759 thousand
Quantity / scaleSDCC issued common shares: 1,000 shares (all owned by Sharp Corporation)
Reason

SDCC determined that it would be difficult to continue the business because continuing operations at the Kameyama No. 2 Plant had become difficult, and developing alternative customers or promptly changing the nature of the business was also difficult.

Impact on Business Performance

Sharp Corporation will assume the assets and liabilities of SDCC and the related rights and obligations. Sharp Corporation has determined that there is no issue regarding the prospects for fulfilling the obligations it will assume following the absorption-type merger. SDCC recorded an impairment loss on fixed assets of ¥537,771 thousand and business restructuring expenses of ¥682,099 thousand as extraordinary losses, resulting in a net loss for the period of ¥1,160,759 thousand.

Decision and Details
ItemDetails
Matter CoveredPre-Merger Disclosure Document
Decision-Making BodyBoard of Directors of シャープディスプレイカラーフィルター株式会社 (with respect to the discontinuation of the business)
Decision Date7 August 2026 (date of execution of the merger agreement). The discontinuation of the business was approved by the Board of Directors on 10 February 2026.
Implementation Date1 April 2027 (scheduled effective date of the absorption-type merger; subject to change by agreement between the parties)
AmountMerger consideration: ¥0. Increase in Sharp Corporation's share capital resulting from the merger: ¥0; capital reserve: ¥0; legal reserve: ¥0. SDCC's sixth fiscal year revenue: ¥4,583,187 thousand; operating profit: ¥118,977 thousand; extraordinary loss: ¥1,219,870 thousand; net loss for the period: ¥1,160,759 thousand
Quantity / scaleSDCC issued common shares: 1,000 shares (all owned by Sharp Corporation)
Impact on Business PerformanceSharp Corporation will assume the assets and liabilities of SDCC and the related rights and obligations. Sharp Corporation has determined that there is no issue regarding the prospects for fulfilling the obligations it will assume following the absorption-type merger. SDCC recorded an impairment loss on fixed assets of ¥537,771 thousand and business restructuring expenses of ¥682,099 thousand as extraordinary losses, resulting in a net loss for the period of ¥1,160,759 thousand.
ReasonSDCC determined that it would be difficult to continue the business because continuing operations at the Kameyama No. 2 Plant had become difficult, and developing alternative customers or promptly changing the nature of the business was also difficult.
Governing RuleArticle 796, Paragraph 2 of the Companies Act (SC's short-form merger), Article 784, Paragraph 1 of the Companies Act (SDCC's short-form merger), and disclosure through EDINET under the Financial Instruments and Exchange Act
Future plansThe absorption-type merger is scheduled to take effect on 1 April 2027. The parties plan to continue the current business activities until the effective date. The parties may change the effective date by agreement, and may amend or terminate the agreement if there is a material change in their financial or operating condition.
Items this document does not state (2)
Period CoveredRelated previous disclosures

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.

This is a measure accompanying the discontinuation of the color-filter manufacturing and sales business, as it has become difficult to continue operations at the Kameyama No. 2 Plant of シャープディスプレイテクノロジー株式会社, while developing alternative customers or converting the business is also difficult.

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Statutory Pre-Merger Disclosure Document (Merger) (Sharp Display Color Filter Co., Ltd.) | Sharp Corporation (6753) timely disclosure | Komori