Decision and Details
A share delivery under which the Company is the share delivery parent company and Far East Innovators Co., Ltd. is the share delivery subsidiary
The Company determined that making FEI a subsidiary is reasonable in light of FEI's underlying net assets and ability to generate future cash flow, the acquisition of contracts in its SaaS business, the launch of new IP initiatives, and the creation of synergies with the Company's group. The acquired interest was set at 51% to secure the founders' medium- to long-term commitment while limiting the Company's funding burden.
FEI has been in a negative net worth position for the past 2 fiscal years. The disclosure states that the foundations for creating synergies with the Company's group and for FEI's earnings recovery are being established. The dilution of the Company's shares resulting from the share delivery is expected to be 1.84%.
| Item | Details |
|---|---|
| Matter Covered | A share delivery under which the Company is the share delivery parent company and Far East Innovators Co., Ltd. is the share delivery subsidiary |
| Decision Date | 21 August 2026 (date of preparation of the share delivery plan) |
| Implementation Date | 11 September 2026 (scheduled effective date) |
| Period Covered | On and after the effective date |
| Amount | Increase in stated capital: ¥0; amount of capital reserve: an amount separately determined by the Company in accordance with Article 39-2 of the Ordinance on Company Accounting; increase in legal reserve: ¥0 |
| Quantity / scale | Minimum number of FEI ordinary shares to be acquired: 764,235 shares; FEI voting rights ownership ratio: 51.0%; exchange ratio: 111 Company ordinary shares for each FEI ordinary share; minimum number of new Company shares: 764,235 shares; dilution rate: 1.84% |
| Impact on Business Performance | FEI has been in a negative net worth position for the past 2 fiscal years. The disclosure states that the foundations for creating synergies with the Company's group and for FEI's earnings recovery are being established. The dilution of the Company's shares resulting from the share delivery is expected to be 1.84%. |
| Reason | The Company determined that making FEI a subsidiary is reasonable in light of FEI's underlying net assets and ability to generate future cash flow, the acquisition of contracts in its SaaS business, the launch of new IP initiatives, and the creation of synergies with the Company's group. The acquired interest was set at 51% to secure the founders' medium- to long-term commitment while limiting the Company's funding burden. |
| Governing Rule | Companies Act, Article 816-2(1); Ordinance for Enforcement of the Companies Act, Article 213-2; Companies Act, Article 774-3(1)(2) and (2); Companies Act, Article 816-4(1); Companies Act, Article 816-8(1); Companies Act, Article 234; Companies Act, Article 192(1); Companies Act, Article 194(1); Ordinance on Company Accounting, Article 39-2 |
| Future plans | The Company is scheduled to receive applications for the transfer of FEI ordinary shares on 9 September 2026 and reach the effective date on 11 September 2026. However, the schedule may be changed, the plan may be amended, or the share delivery may be canceled if necessary. |
Items this document does not state (2)
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 determined that making FEI a subsidiary is reasonable because FEI is expected to have the ability to generate future cash flow, a foundation for recovery through its SaaS business and IP initiatives, and synergies with the Company's group. In addition, limiting the acquired interest to 51% will secure the founders' commitment to achieving performance targets while limiting the Company's funding burden.