Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
28000
Ordinary shares to be issuedWording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of シナネンホールディングス and agreement between the two companiesShare exchange under which Eスマートエナジー will become a wholly owned subsidiary
Decision29 May 2026
Period CoveredOn or after 30 June 2026 (following the effective date of the share exchange)
Implementation30 June 2026 (scheduled; effective date)
Going forwardThe share exchange is scheduled to become effective on 30 June 2026, following approval at the Eスマートエナジー shareholders meeting, approval at the シナネンホールディングス shareholders meeting if required, and approvals and other procedures by the relevant government authorities. The effectiveness of the absorption-type company split is a condition.
AmountIncrease in stated capital: ¥0; increase in capital reserve: ¥0; increase in retained earnings reserve: ¥0; total assets on Eスマートエナジー's balance sheet: 9,907,400; total liabilities: 135,490; total net assets: 9,771,910
Quantity / scaleExchange ratio: 28 ordinary shares of シナネンホールディングス for each ordinary share of Eスマートエナジー; ordinary shares scheduled to be issued: 28,000
Reason
After comprehensively considering the financial conditions, business performance trends and share price trends of both companies, and engaging in careful discussions and negotiations, the companies determined that the share exchange ratio was appropriate and would contribute to the interests of their respective shareholders. They also comprehensively considered the capital policies and other circumstances following the share exchange.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which Eスマートエナジー will become a wholly owned subsidiary |
| Decision-Making Body | Board of Directors of シナネンホールディングス and agreement between the two companies |
| Decision Date | 29 May 2026 |
| Implementation Date | 30 June 2026 (scheduled; effective date) |
| Period Covered | On or after 30 June 2026 (following the effective date of the share exchange) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: ¥0; increase in retained earnings reserve: ¥0; total assets on Eスマートエナジー's balance sheet: 9,907,400; total liabilities: 135,490; total net assets: 9,771,910 |
| Quantity / scale | Exchange ratio: 28 ordinary shares of シナネンホールディングス for each ordinary share of Eスマートエナジー; ordinary shares scheduled to be issued: 28,000 |
| Reason | After comprehensively considering the financial conditions, business performance trends and share price trends of both companies, and engaging in careful discussions and negotiations, the companies determined that the share exchange ratio was appropriate and would contribute to the interests of their respective shareholders. They also comprehensively considered the capital policies and other circumstances following the share exchange. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, items 2 and 3 of the Companies Act; the main clause of Article 796, paragraph 2 and paragraph 3 of the Companies Act; Article 799, paragraph 1 of the Companies Act; Article 234 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | Absorption-type company split agreement dated 22 May 2026 (between 株式会社エコログ and Eスマートエナジー) |
| Future plans | The share exchange is scheduled to become effective on 30 June 2026, following approval at the Eスマートエナジー shareholders meeting, approval at the シナネンホールディングス shareholders meeting if required, and approvals and other procedures by the relevant government authorities. The effectiveness of the absorption-type company split is a condition. |
Items this document does not state (1)
Impact on Business Performance
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.After comprehensively considering the financial conditions, business performance trends and share price trends of both companies, and engaging in careful discussions and negotiations, the companies determined that the share exchange ratio was appropriate and would contribute to the interests of their respective shareholders.
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