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M&A and Subsidiary Changes7752RICOH COMPANY,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Transfer of an Equity Interest in a Subsidiary (Sub-subsidiary) and Recognition of a Gain on the Transfer

The Company has decided to transfer its entire interest in RAI-SZ, a sub-subsidiary in China wholly owned through a consolidated subsidiary, to 深圳宏邦智聯企業管理有限公司 for approximately RMB900 million. Following the transfer, the ownership interest in RAI-SZ will be 0.0%, and RAI-SZ will no longer be included in the scope of consolidation.

Worth reading
57In 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
900000000
Renminbi (approximately RMB900 million)
Wording
Conditional
How definitive the wording is.

This transaction

This transfer
Counterparty深圳宏邦智聯企業管理有限公司
Disclosing companyRICOH COMPANY,LTD.
理光(深圳)工业发展有限公司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.
Target company

Operations suspended

Location Futian District, ShenzhenShare capital USD 33,571,300Date of incorporation 21 January 1991
Net SalesUSD 0 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearUSD 1,245 thousand (fiscal year ended December 2025; audit not yet completed)
Net assetsUSD 69,385 thousand (fiscal year ended December 2025; audit not yet completed)
Consideration and expenses
Acquisition priceApproximately RMB900 million (subject to price adjustments at closing)
Amount of extraordinary income (loss)Gain on transfer of approximately RMB400 million (the impact of this transaction on results is expected in the fiscal year ending March 2027; quarter of recognition: not disclosed)
Impact on Business Performance

The impact on consolidated operating profit will include the gain on transfer of approximately RMB400 million, as well as the impact of removing RAI-SZ from the scope of consolidation. The amount of this impact is currently being reviewed, and the impact on results is expected in the fiscal year ending March 2027.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the necessary procedures
Management structure after acquisitionRAI-SZ will no longer be included in the Company's consolidated subsidiaries. The treatment of its corporate name, representative and employees: not disclosed
This transaction
ItemDetails
Transaction nameThis transfer
Counterparty name深圳宏邦智聯企業管理有限公司
Name of the Subject Company理光(深圳)工业发展有限公司
Business Description of the Subject CompanyOperations suspended
Location of the Subject CompanyFutian District, Shenzhen
Capital Stock of the Subject CompanyUSD 33,571,300
Date of Establishment of the Subject Company21 January 1991
Net Sales of the Subject CompanyUSD 0 thousand (fiscal year ended December 2025)
Net Income of the Subject CompanyUSD 1,245 thousand (fiscal year ended December 2025; audit not yet completed)
Net Assets of the Subject CompanyUSD 69,385 thousand (fiscal year ended December 2025; audit not yet completed)
Acquisition priceApproximately RMB900 million (subject to price adjustments at closing)
Voting rights ownership percentageBefore 100% → after 0.0%
Amount of extraordinary income (loss)Gain on transfer of approximately RMB400 million (the impact of this transaction on results is expected in the fiscal year ending March 2027; quarter of recognition: not disclosed)
Impact on Business PerformanceThe impact on consolidated operating profit will include the gain on transfer of approximately RMB400 million, as well as the impact of removing RAI-SZ from the scope of consolidation. The amount of this impact is currently being reviewed, and the impact on results is expected in the fiscal year ending March 2027.
Date of board resolution9 April 2026
Contract Date9 April 2026
Execution Date / Effective DatePromptly after completion of the necessary procedures (scheduled for around late May to early June 2026)
Conditions Precedent to ExecutionCompletion of the necessary procedures
Management structure after acquisitionRAI-SZ will no longer be included in the Company's consolidated subsidiaries. The treatment of its corporate name, representative and employees: not disclosed
Items this document does not state (13)
Operating Profit of the Subject CompanyExpenses 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 Committee

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.

The Company decided to make the transfer to improve asset efficiency. In addition, an arbitration award has made it possible to dispose of the land use rights to the former factory site in Futian District, Shenzhen, held by RAI-SZ, and those land use rights will also be transferred as part of this transaction.

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Notice Concerning the Transfer of an Equity Interest in a Subsidiary (Sub-subsidiary) and Recognition of a Gain on the Transfer | RICOH COMPANY,LTD. (7752) timely disclosure | Komori