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Occurring Fact9444TOSHIN HOLDINGS CO.,LTDInformation and Communications, Services and Others

Update of the “TOSHIN HOLDINGS CO.,LTD. Rehabilitation Plan” and Its Submission to the Tokyo Stock Exchange, Inc.

The rehabilitation plan announced on 8 May 2026 was updated to reflect subsequent progress and submitted to Tokyo Stock Exchange, Inc. The basic policies remain unchanged, including repayment of trade receivables as agreed, the policy of not implementing a 100% capital reduction of existing shares, and repayment to financial institutions over a 15-year period.

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Update to the “TOSHIN HOLDINGS CO.,LTD Rehabilitation Plan” and submission to Tokyo Stock Exchange, Inc.

Subject Entity

TOSHIN HOLDINGS CO.,LTD

Target Locations / Products

The Group’s mobile, resort and real estate businesses

Occurrence9 September 2026 (the date on which the updated rehabilitation plan was submitted)
Litigation / administrative actionDate of the order commencing corporate reorganization proceedings: 8 May 2026. Date designated as a Security on Alert: 22 November 2025
This disclosure09/09/2026
Cause

An accounting scandal at a subsidiary led to a disclaimer of audit opinion, the need to improve the internal control system, breaches of covenants under borrowing agreements, and requests for payment deferrals from financial institutions.

Company response

Suspended operations

Closed the unprofitable Golf Freaks business.

Investigation structure

Received an opinion letter from attorney Nagasawa Toru (永沢徹), who had been a candidate for the investigation committee, regarding the prospects of obtaining court approval for a reorganization plan prepared on the basis of the initial rehabilitation plan.

Measures to prevent recurrence

Fundamental review of the mobile business, improvement of the resort business, reduction of expenses, particularly head office costs, strengthening of the management system, including monitoring, training and development of sales staff, review of promotional expenses, review of employment conditions to strengthen staffing, attracting customers regardless of season, further optimization of pricing, transition to a flexible staffing structure adapted to busy and slow periods, and control of various expenses, including advertising and publicity expenses, entertainment expenses and maintenance fees.

Directors' and officers' liability

Utilized a type of corporate reorganization proceeding in which a trustee is appointed in place of the current management.

Related procedures

Type

Corporate Reorganization Proceedings

Court or authority

Tokyo District Court, Tokyo Stock Exchange, Inc., and Japan Exchange Regulation

Impact on Earnings Forecast

Although this document presents the earnings outlook under the rehabilitation plan, any revision to the existing earnings forecasts is not disclosed.

Outlook

Obtain approval from the Tokyo District Court for the proposed reorganization plan, continue searching for a sponsor, conduct a third-party allotment of shares as necessary, and advance business rehabilitation through a review of business strategy and expense reductions.

Planned follow-up disclosure

The detailed terms and conditions for a prospective sponsor’s subscription for the capital increase will be reported once determined.

Third-party committee/special investigation committee

Refers to a previous disclosure stating that a third-party committee was established on 9 May 2025.

Event that occurred
ItemDetails
Event nameUpdate to the “TOSHIN HOLDINGS CO.,LTD Rehabilitation Plan” and submission to Tokyo Stock Exchange, Inc.
Date of occurrence9 September 2026 (the date on which the updated rehabilitation plan was submitted)
Subject EntityTOSHIN HOLDINGS CO.,LTD
Target Locations / ProductsThe Group’s mobile, resort and real estate businesses
CauseAn accounting scandal at a subsidiary led to a disclaimer of audit opinion, the need to improve the internal control system, breaches of covenants under borrowing agreements, and requests for payment deferrals from financial institutions.
Impact on Earnings ForecastAlthough this document presents the earnings outlook under the rehabilitation plan, any revision to the existing earnings forecasts is not disclosed.
Type of litigation or proceedingCorporate Reorganization Proceedings
Court or authorityTokyo District Court, Tokyo Stock Exchange, Inc., and Japan Exchange Regulation
Date of filing / date of actionDate of the order commencing corporate reorganization proceedings: 8 May 2026. Date designated as a Security on Alert: 22 November 2025
Suspended operationsClosed the unprofitable Golf Freaks business.
Investigation structureReceived an opinion letter from attorney Nagasawa Toru (永沢徹), who had been a candidate for the investigation committee, regarding the prospects of obtaining court approval for a reorganization plan prepared on the basis of the initial rehabilitation plan.
Measures to prevent recurrenceFundamental review of the mobile business, improvement of the resort business, reduction of expenses, particularly head office costs, strengthening of the management system, including monitoring, training and development of sales staff, review of promotional expenses, review of employment conditions to strengthen staffing, attracting customers regardless of season, further optimization of pricing, transition to a flexible staffing structure adapted to busy and slow periods, and control of various expenses, including advertising and publicity expenses, entertainment expenses and maintenance fees.
Directors' and officers' liabilityUtilized a type of corporate reorganization proceeding in which a trustee is appointed in place of the current management.
OutlookObtain approval from the Tokyo District Court for the proposed reorganization plan, continue searching for a sponsor, conduct a third-party allotment of shares as necessary, and advance business rehabilitation through a review of business strategy and expense reductions.
Planned follow-up disclosureThe detailed terms and conditions for a prospective sponsor’s subscription for the capital increase will be reported once determined.
Third-party committee/special investigation committeeRefers to a previous disclosure stating that a third-party committee was established on 9 May 2025.
Items this document does not state (10)
Date recognized / date notice receivedAmount of Impact on Business PerformanceAccounting period in which recognizedPlaintiffDefendantClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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 reflect the details of the rehabilitation plan in line with actual conditions, based on progress and other developments since 8 May 2026.

How to read this page

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Update of the “TOSHIN HOLDINGS CO.,LTD. Rehabilitation Plan” and Its Submission to the Tokyo Stock Exchange, Inc. | TOSHIN HOLDINGS CO.,LTD (9444) timely disclosure | Komori