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M&A and Subsidiary Changes9439M・H・GROUP LTD.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

The Company has decided to establish 株式会社MHAI as a wholly owned subsidiary with capital of ¥10 million in late July 2026. The new company is expected to engage in the AI solutions, AI data center and MaaS businesses, although the formal launch of these new businesses will be decided and disclosed separately.

Worth reading
32Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
10000
thousand yen
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment of subsidiary
Disclosing companyM・H・GROUP LTD.
株式会社MHAIVoting 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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

AI solutions business, AI data center business and MaaS (Model as a Service) business

Location Shibuya, TokyoShare capital ¥10 millionDate of incorporation Late July 2026 (予定)
Consideration and expenses
Funding arrangements100% investment by the Company (capital of ¥10 million)
Impact on Business Performance

The establishment of the subsidiary is expected to have a minor impact on consolidated results for the fiscal year ending June 2027.

Procedures and assumptions
Management structure after acquisitionThe representative director will be Luo Dongsheng (雒 東生). Officers of the Company are scheduled to concurrently serve as officers of the new company. The company name and employee treatment have not been disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of subsidiary
Name of the Subject Company株式会社MHAI
Business Description of the Subject CompanyAI solutions business, AI data center business and MaaS (Model as a Service) business
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyLate July 2026 (予定)
Voting rights ownership percentageAfter 100% (予定) (before not disclosed)
Funding arrangements100% investment by the Company (capital of ¥10 million)
Impact on Business PerformanceThe establishment of the subsidiary is expected to have a minor impact on consolidated results for the fiscal year ending June 2027.
Date of board resolution16 July 2026
Execution Date / Effective DateEstablishment: late July 2026 (scheduled); business launch: early August 2026 (scheduled)
Management structure after acquisitionThe representative director will be Luo Dongsheng (雒 東生). Officers of the Company are scheduled to concurrently serve as officers of the new company. The company name and employee treatment have not been disclosed.
Items this document does not state (20)
Counterparty nameNet 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 acquiredGoodwill amountAmount of extraordinary income (loss)Contract 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.

The Company has positioned entering the AI and DX-related businesses and creating new revenue opportunities as key pillars of its growth strategy, with a view to enhancing corporate value over the medium to long term and establishing new revenue streams. It plans to rapidly and professionally advance its AI business, provide integrated services ranging from AI infrastructure to AI services for businesses, collaborate with AI companies in Japan and overseas, and provide AI solutions for Japanese companies.

How to read this page

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Notice Regarding the Establishment of a Subsidiary | M・H・GROUP LTD. (9439) timely disclosure | Komori