Notice Regarding a Change in a Specified Subsidiary | HANWA CO.,LTD. (8078) timely disclosure

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54Recurring

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Wording

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This transaction

Change in status of specified subsidiary

Disclosing companyHANWA CO.,LTD.

SAN DIEGO VISTA STEEL SERVICE CORP.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.The percentage before the change is not stated in this document.

Date of board resolution25 March 2026

Execution Date / Effective Date25 March 2026

Target company

Processing and sale of steel products in North America

Location U.S.A.Share capital US$39.2 millionDate of incorporation 22 July 2009

Net SalesUS$45.467 million (fiscal year ended February 2025)

Operating profitOperating loss of US$402 thousand (fiscal year ended February 2025)

Net income for the current fiscal yearNet loss of US$305 thousand (fiscal year ended February 2025)

Net assetsNet assets of US$30.524 million (fiscal year ended February 2025)

Impact on Business Performance

The impact of this matter on financial results is immaterial.

This transaction
Item	Details
Transaction name	Change in status of specified subsidiary
Name of the Subject Company	SAN DIEGO VISTA STEEL SERVICE CORP.
Business Description of the Subject Company	Processing and sale of steel products in North America
Location of the Subject Company	U.S.A.
Capital Stock of the Subject Company	US$39.2 million
Date of Establishment of the Subject Company	22 July 2009
Net Sales of the Subject Company	US$45.467 million (fiscal year ended February 2025)
Operating Profit of the Subject Company	Operating loss of US$402 thousand (fiscal year ended February 2025)
Net Income of the Subject Company	Net loss of US$305 thousand (fiscal year ended February 2025)
Net Assets of the Subject Company	Net assets of US$30.524 million (fiscal year ended February 2025)
Voting rights ownership percentage	After 100％ (before not disclosed)
Impact on Business Performance	The impact of this matter on financial results is immaterial.
Date of board resolution	25 March 2026
Execution Date / Effective Date	25 March 2026

Items this document does not state (18)

Counterparty nameAcquisition priceExpenses 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 amountAmount of extraordinary income (loss)Contract DateValuation 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.

The company decided to make the subsidiary a consolidated subsidiary after considering its quantitative impact on the HANWA CO., LTD. Group. In addition, because the subsidiary's stated capital is equivalent to at least 10% of HANWA CO., LTD.'s stated capital, it qualifies as a specified subsidiary.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.

Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.

Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.