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M&A and Subsidiary Changes8119SANYEI CORPORATIONTrading & Wholesale

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary in Hong Kong

The Board of Directors resolved to dissolve and liquidate the Company's indirectly held consolidated subsidiary in Hong Kong. The dissolution resolution is scheduled for 1 December 2026, and completion of the liquidation is scheduled for 30 September 2027.

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This transaction

Dissolution and liquidation of a consolidated subsidiary in Hong Kong
Disclosing companySANYEI CORPORATION
三發電器製造廠有限公司Subject of this transactionVoting rights ownership percentage Before 100% (effective equity interest) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Import, export and sale of consumer electronics

Location Hong KongShare capital HK$25 millionDate of incorporation 18 July 1978
Net SalesFiscal year ended December 2025: HK$49 million (¥1,009 million)
Operating profitFiscal year ended December 2025: operating loss of HK$18 million (¥370 million)
Net income for the current fiscal yearFiscal year ended December 2025: net loss of HK$17 million (¥350 million)
Net assetsFiscal year ended December 2025: negative HK$10 million (negative ¥206 million)
Consideration and expenses
Amount of extraordinary income (loss)Loss associated with the dissolution: immaterial (specific amount and timing of recognition not disclosed)
Impact on Business Performance

The Company considers the impact on consolidated results for the fiscal year ending March 2027 to be immaterial. If a material impact is expected, the Company will make a timely disclosure.

This transaction
ItemDetails
Transaction nameDissolution and liquidation of a consolidated subsidiary in Hong Kong
Name of the Subject Company三發電器製造廠有限公司
Business Description of the Subject CompanyImport, export and sale of consumer electronics
Location of the Subject CompanyHong Kong
Capital Stock of the Subject CompanyHK$25 million
Date of Establishment of the Subject Company18 July 1978
Net Sales of the Subject CompanyFiscal year ended December 2025: HK$49 million (¥1,009 million)
Operating Profit of the Subject CompanyFiscal year ended December 2025: operating loss of HK$18 million (¥370 million)
Net Income of the Subject CompanyFiscal year ended December 2025: net loss of HK$17 million (¥350 million)
Net Assets of the Subject CompanyFiscal year ended December 2025: negative HK$10 million (negative ¥206 million)
Voting rights ownership percentageBefore 100% (effective equity interest) (after not disclosed)
Amount of extraordinary income (loss)Loss associated with the dissolution: immaterial (specific amount and timing of recognition not disclosed)
Impact on Business PerformanceThe Company considers the impact on consolidated results for the fiscal year ending March 2027 to be immaterial. If a material impact is expected, the Company will make a timely disclosure.
Date of board resolution31 July 2026
Execution Date / Effective DateDissolution resolution by the subsidiary's board of directors: 1 December 2026 (scheduled); completion of liquidation: 30 September 2027 (scheduled)
Items this document does not state (17)
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 amountContract 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.

Since the COVID-19 pandemic, orders have continued to decline amid changes in the business environment and excessive competition, while business profitability has also deteriorated due to rising manufacturing costs and other factors. As the functions of the subsidiary's site can be assumed by other consolidated subsidiaries, the Company decided to dissolve and liquidate the subsidiary in order to optimize its management resources.

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Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary in Hong Kong | SANYEI CORPORATION (8119) timely disclosure | Komori