Decision and Details
DelightZ: a shareholders' meeting resolution approved with the consent of all shareholders entitled to exercise voting rights (dated 16 March 2026); BuySell Technologies: no approval by a shareholders' meeting resolution pursuant to the main text of Article 796, Paragraph 2 of the Companies ActPost-event disclosure matters relating to the share exchange
Because the share exchange was conducted under the share exchange agreement dated 13 February 2026, including the amendments under the amendment agreement dated 16 March 2026, with BuySell Technologies as the wholly owning parent company in the share exchange and DelightZ as the wholly owned subsidiary in the share exchange
| Item | Details |
|---|---|
| Matter Covered | Post-event disclosure matters relating to the share exchange |
| Decision-Making Body | DelightZ: a shareholders' meeting resolution approved with the consent of all shareholders entitled to exercise voting rights (dated 16 March 2026); BuySell Technologies: no approval by a shareholders' meeting resolution pursuant to the main text of Article 796, Paragraph 2 of the Companies Act |
| Decision Date | 13 February 2026 (date of execution of the share exchange agreement); 16 March 2026 (date of execution of the amendment agreement and date on which DelightZ's approval resolution was deemed to have been adopted) |
| Implementation Date | 7 April 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in capital reserves: ¥367,836,000; increase in retained earnings reserves: ¥0 |
| Quantity / scale | DelightZ shares transferred: 120,800 shares; BuySell Technologies common shares newly issued and delivered: 120,800 shares; share exchange ratio: 966.4 BuySell Technologies common shares for each DelightZ share |
| Reason | Because the share exchange was conducted under the share exchange agreement dated 13 February 2026, including the amendments under the amendment agreement dated 16 March 2026, with BuySell Technologies as the wholly owning parent company in the share exchange and DelightZ as the wholly owned subsidiary in the share exchange |
| Governing Rule | Companies Act, Article 791, Paragraph 1, Item 2; Article 801, Paragraph 3, Item 3; Article 784-2; Article 785; Article 787; Article 789; Article 796-2; Article 797; Article 799; Article 795, Paragraph 1; Article 796, Paragraphs 2 main text and 3; Article 783, Paragraph 1; and Article 319, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 190; Act on Book-Entry Transfer of Company Bonds, Shares, etc., Article 161, Paragraph 2 |
| Related previous disclosures | Share exchange agreement dated 13 February 2026; amendment agreement to the share exchange agreement dated 16 March 2026 |
Items this document does not state (3)
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 post-closing disclosure for the share exchange pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, and states that the share exchange was conducted under the share exchange agreement.