Komori
M&A and Subsidiary Changes7231TOPY INDUSTRIES,LIMITEDAutomobiles and transportation equipment

Notice Regarding the Transfer of Equity Interests in a Consolidated Subsidiary (Change in Sub-subsidiary)

We will transfer all equity interests in 輪泰科斯(広州)汽車零配件有限公司, a Chinese automotive wheel manufacturer indirectly 100%-owned by the Company, to a privately owned Chinese company. Following the transfer, the indirect ownership ratio will change from 100% to 0%.

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Improvement
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Conditional
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This transaction

Transfer of equity interests (change in sub-subsidiary)
Disclosing companyTOPY INDUSTRIES,LIMITED
輪泰科斯(広州)汽車零配件有限公司 (Ring-Techs Guangzhou Co., Ltd.)Voting rights ownership percentageNumber of shares acquired Number of shares transferred: 100%

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture and sale of automotive wheels

Location No. 8 Xiantang Road, Yonghe Economic Zone, Guangzhou Economic and Technological Development Zone, People's Republic of ChinaShare capital ¥4,220 millionDate of incorporation 15 August 2004
Net SalesCNY 2,037 thousand (fiscal year ended December 2025)
Operating profitOperating loss of CNY 2,560 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of CNY 2,868 thousand (fiscal year ended December 2025)
Net assetsNet assets of CNY 5,568 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty
Impact on Business Performance

The impact of this transaction on the Company's consolidated results is expected to be immaterial.

This transaction
ItemDetails
Transaction nameTransfer of equity interests (change in sub-subsidiary)
Name of the Subject Company輪泰科斯(広州)汽車零配件有限公司 (Ring-Techs Guangzhou Co., Ltd.)
Business Description of the Subject CompanyManufacture and sale of automotive wheels
Location of the Subject CompanyNo. 8 Xiantang Road, Yonghe Economic Zone, Guangzhou Economic and Technological Development Zone, People's Republic of China
Capital Stock of the Subject Company¥4,220 million
Date of Establishment of the Subject Company15 August 2004
Net Sales of the Subject CompanyCNY 2,037 thousand (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of CNY 2,560 thousand (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of CNY 2,868 thousand (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of CNY 5,568 thousand (fiscal year ended December 2025)
Acquisition priceNot disclosed at the request of the counterparty
Number of shares acquiredNumber of shares transferred: 100%
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results is expected to be immaterial.
Contract Date20 August 2026
Execution Date / Effective Date30 September 2026 (予定)
Items this document does not state (16)
Counterparty nameExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

As part of efforts to improve profitability through the restructuring of existing businesses under the medium-term management plan, the Company will proceed with the reorganization of its Chinese steel wheel business in response to the declining share of Japanese automakers in the Chinese market and their production cutbacks.

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Notice Regarding the Transfer of Equity Interests in a Consolidated Subsidiary (Change in Sub-subsidiary) | TOPY INDUSTRIES,LIMITED (7231) timely disclosure | Komori