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M&A and Subsidiary Changes7238AKEBONO BRAKE INDUSTRY CO.,LTD.Automobiles and transportation equipment

Notice Concerning Changes in Consolidated Subsidiaries (Transfer of Equity Interests and Capital Increase through a Third-Party Allotment) and Recognition of Extraordinary Gain

The Company will partially transfer its equity interests in its Chinese subsidiary and carry out a third-party allotment of shares, reducing its ownership interest from 70% to 30%. As a result, the company is expected to change from the Company's consolidated subsidiary to an equity-method affiliate.

Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3
¥100 million (consolidated financial statements for the fiscal year ending March 2027; ¥1 billion in non-consolidated financial statements)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transaction
Counterparty富士和機械工業(昆山)有限公司, 昆山和準測試有限公司
Disclosing companyAKEBONO BRAKE INDUSTRY CO.,LTD.
広州曙光制動器有限公司Voting rights ownership percentage

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 disc brakes, drum brakes and other products

Location Guangzhou, Guangdong ProvinceShare capital RMB 62 millionDate of incorporation 13 October 2004
Net SalesRMB 453 million (fiscal year ended December 2025)
Operating profitRMB 38 million (fiscal year ended December 2025)
Net income for the current fiscal yearRMB 31 million (fiscal year ended December 2025)
Net assetsRMB 197 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceThe amount will not be disclosed due to confidentiality obligations under the transfer agreement and the request of the transferee.
Amount of extraordinary income (loss)For the fiscal year ending March 2027, the Company expects to recognize a gain on the sale of investments in affiliated companies as extraordinary income of ¥300 million in its consolidated financial statements and ¥1 billion in its non-consolidated financial statements.
Impact on Business Performance

For the fiscal year ending March 2027, the Company expects to recognize a gain on the sale of investments in affiliated companies as extraordinary income of ¥300 million in its consolidated financial statements and ¥1 billion in its non-consolidated financial statements, respectively.

Procedures and assumptions
Management structure after acquisitionManagement control of 広州曙光 will be transferred to 富士和機械工業(昆山)有限公司 and its parent company, 六和機械股份有限公司, allowing the Company to focus more closely on managing 曙光制動器(蘇州)有限公司.
This transaction
ItemDetails
Transaction nameThis transaction
Counterparty name富士和機械工業(昆山)有限公司, 昆山和準測試有限公司
Name of the Subject Company広州曙光制動器有限公司
Business Description of the Subject CompanyManufacture and sale of disc brakes, drum brakes and other products
Location of the Subject CompanyGuangzhou, Guangdong Province
Capital Stock of the Subject CompanyRMB 62 million
Date of Establishment of the Subject Company13 October 2004
Net Sales of the Subject CompanyRMB 453 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyRMB 38 million (fiscal year ended December 2025)
Net Income of the Subject CompanyRMB 31 million (fiscal year ended December 2025)
Net Assets of the Subject CompanyRMB 197 million (fiscal year ended December 2025)
Acquisition priceThe amount will not be disclosed due to confidentiality obligations under the transfer agreement and the request of the transferee.
Voting rights ownership percentageBefore 70% → after 30%
Amount of extraordinary income (loss)For the fiscal year ending March 2027, the Company expects to recognize a gain on the sale of investments in affiliated companies as extraordinary income of ¥300 million in its consolidated financial statements and ¥1 billion in its non-consolidated financial statements.
Impact on Business PerformanceFor the fiscal year ending March 2027, the Company expects to recognize a gain on the sale of investments in affiliated companies as extraordinary income of ¥300 million in its consolidated financial statements and ¥1 billion in its non-consolidated financial statements, respectively.
Date of board resolution17 April 2026
Contract Date27 April 2026 (予定)
Execution Date / Effective Date30 June 2026 (scheduled)
Management structure after acquisitionManagement control of 広州曙光 will be transferred to 富士和機械工業(昆山)有限公司 and its parent company, 六和機械股份有限公司, allowing the Company to focus more closely on managing 曙光制動器(蘇州)有限公司.
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 rebuilding the foundation of its China business, the Company will transfer management control of 広州曙光 to 富士和機械工業(昆山)有限公司 and 六和グループ, enabling it to focus more closely on managing 曙光制動器(蘇州)有限公司, which manufactures and sells brake pads.

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Notice Concerning Changes in Consolidated Subsidiaries (Transfer of Equity Interests and Capital Increase through a Third-Party Allotment) and Recognition of Extraordinary Gain | AKEBONO BRAKE INDUSTRY CO.,LTD. (7238) timely disclosure | Komori