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M&A and Subsidiary Changes8614TOYO SECURITIES CO.,LTD.Financials (excluding banks)

Notice regarding the execution of a basic agreement toward the integration of our Hong Kong subsidiary with OKASAN SECURITIES GROUP INC.’s Hong Kong subsidiary

The two companies have decided to execute a memorandum of basic agreement to integrate the Hong Kong subsidiary of TOYO SECURITIES CO.,LTD. with the Hong Kong subsidiary of OKASAN SECURITIES GROUP INC. The specific method and timing of the integration have not been provided in this disclosure.

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This transaction

Memorandum of basic agreement toward the integration of the Hong Kong subsidiaries
CounterpartyOKASAN SECURITIES GROUP INC.
Disclosing companyTOYO SECURITIES CO.,LTD.
Okasan International (Asia) Limited, Toyo Securities Asia LimitedSubject of this transactionVoting rights ownership percentage Before Okasan International (Asia) Limited 100% (岡三国際(亜洲)有限公司) / Toyo Securities Asia Limited 100% (TOYO SECURITIES CO.,LTD.) (after not disclosed)
Target company

Securities business (participant in the Hong Kong Stock Exchange), Securities business (participant in the Hong Kong Stock Exchange)

Location Hong Kong, Hong KongShare capital HK$180 million, HK$110 millionDate of incorporation December 1976, October 1987
Impact on Business Performance

The impact of this transaction on our consolidated results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionIt is stated that the two companies will bring together their knowledge, expertise and specialised personnel to enhance business operations and strengthen their product and service delivery structure. Specific details regarding the corporate name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameMemorandum of basic agreement toward the integration of the Hong Kong subsidiaries
Counterparty nameOKASAN SECURITIES GROUP INC.
Name of the Subject CompanyOkasan International (Asia) Limited, Toyo Securities Asia Limited
Business Description of the Subject CompanySecurities business (participant in the Hong Kong Stock Exchange), Securities business (participant in the Hong Kong Stock Exchange)
Location of the Subject CompanyHong Kong, Hong Kong
Capital Stock of the Subject CompanyHK$180 million, HK$110 million
Date of Establishment of the Subject CompanyDecember 1976, October 1987
Voting rights ownership percentageBefore Okasan International (Asia) Limited 100% (岡三国際(亜洲)有限公司) / Toyo Securities Asia Limited 100% (TOYO SECURITIES CO.,LTD.) (after not disclosed)
Impact on Business PerformanceThe impact of this transaction on our consolidated results is expected to be immaterial.
Management structure after acquisitionIt is stated that the two companies will bring together their knowledge, expertise and specialised personnel to enhance business operations and strengthen their product and service delivery structure. Specific details regarding the corporate name, representative and treatment of employees are Not disclosed
Items this document does not state (22)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition 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)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

To bring together the knowledge, expertise and specialised personnel cultivated by both companies, enhance the operation of their Asian strategic hub, strengthen their ability to provide products and services, and expand services for customers.

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.
Notice regarding the execution of a basic agreement toward the integration of our Hong Kong subsidiary with OKASAN SECURITIES GROUP INC.’s Hong Kong subsidiary | TOYO SECURITIES CO.,LTD. (8614) timely disclosure | Komori