Decision and Details
Board of DirectorsShare exchange with ECPower Co., Ltd.
To ensure the fairness and appropriateness of the share exchange ratio, ECPower's shares were valued using the discounted cash flow method and the Company's shares using the market price method.
For ECPower following its acquisition as a wholly owned subsidiary, there are no fiscal years in which significant increases or decreases in profit or loss, or material differences in the amounts of assets or liabilities compared with the most recent financial statements, are expected.
| Item | Details |
|---|---|
| Matter Covered | Share exchange with ECPower Co., Ltd. |
| Decision-Making Body | Board of Directors |
| Decision Date | 26 March 2026 (resolution date and date of execution of the share exchange agreement) |
| Implementation Date | 1 May 2026 (scheduled; effective date, subject to conditions precedent) |
| Amount | Increase in stated capital: ¥0; capital reserve: the minimum amount required to be increased under applicable laws and regulations |
| Quantity / scale | Share exchange ratio: 0.097 common shares of the Company for each common share of ECPower; common shares scheduled to be delivered and issued: 19,400; condition precedent to effectiveness: acquisition of 1,116,667 common shares of ECPower |
| Impact on Business Performance | For ECPower following its acquisition as a wholly owned subsidiary, there are no fiscal years in which significant increases or decreases in profit or loss, or material differences in the amounts of assets or liabilities compared with the most recent financial statements, are expected. |
| Reason | To ensure the fairness and appropriateness of the share exchange ratio, ECPower's shares were valued using the discounted cash flow method and the Company's shares using the market price method. |
| Governing Rule | Article 794, paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, items 2 and 3; Article 768, paragraph 1, items 4 and 5; Article 799, paragraph 1; Article 796, paragraphs 2 and 3; and Article 795, paragraph 1 of the Companies Act |
| Future plans | ECPower is scheduled to obtain shareholder approval of the share exchange agreement at a general meeting of shareholders by the effective date. The Company will, in principle, implement the share exchange without obtaining shareholder approval at a general meeting of shareholders, but if such approval becomes necessary under the Companies Act, it will obtain approval by the day before the effective date. The share exchange is scheduled to become effective on 1 May 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.To ensure the fairness and appropriateness of the share exchange ratio, ECPower's shares were valued using the discounted cash flow method and the Company's shares using the market price method. Following the acquisition of ECPower as a wholly owned subsidiary, no significant increase or decrease in profit or loss or material changes in assets or liabilities are expected in respect of ECPower's operating results or financial position.