February 4, 2022

For Immediate Release

Funai Soken Holdings, Inc. (TSE 1, stock code 9757)

Takayuki Nakatani, President & CEO

Contact: Takahisa Okumura

Director, senior vice president, and head of Management Administration Divisional Headquarters

+81-(0)6-6232-0130

Notice Regarding Merger of Consolidated Subsidiaries and Change of Trade Name

Funai Soken Holdings hereby announces that its Board of Directors decided at a board meeting today to merge two Funai Soken Consulting Group companies-Funai Soken Corporate Relations Inc., and Shinwa Computer Service Co., Ltd.-and rename the surviving company.

  1. Reasons for Merger
    As part of the Funai Soken Consulting Group's core business of providing comprehensive management consulting services for SMEs, the group has expanded its services to include digital transformation consulting and comprehensive management consulting for mid-scale clients. As a result, the group faces an urgent need to strengthen its platform for hiring and developing talent able to provide digital solutions. The decision was made to merge the strengths of Funai Soken Corporate Relations (online marketing and BPO consulting) with those of Shinwa Computer Service (digital HR hiring and development, computer systems development) so that the Funai Soken Consulting Group may offer clients the full spectrum of digital services more seamlessly.
  2. Details of Merger

(1) Schedule

Board meetings (of the boards of directors of the merging companies and Funai Soken Holdings) to approve merger agreement contents prior to execution: Scheduled for Feb. 18, 2022

Execution of the merger agreement (by the merging companies):Scheduled for Feb. 18, 2022 Shareholders meetings (of the merging companies) to approve the merger agreement: Scheduled for Mar. 25, 2022

Merger takes effect: Scheduled for July 1, 2022

  1. Method of Merger
    An absorption merger, in which Funai Soken Corporate Relations will absorb Shinwa Computer Service and be the surviving company, and Shinwa Computer Service will become defunct.
  2. Allocation of Stake in New Company
    As both merging companies are wholly-owned subsidiaries of Funai Soken Holdings, no allocation of shares or other monies shall arise in this case.
  3. Effect on Subscription Rights for Shares and Bonds with Subscription Rights
    N/A

3. Merging Companies

Absorbing Company

Absorbed Company

(1)

Name

Funai Soken Corporate Relations

Shinwa Computer Service Co.,

Inc.

Ltd.

(2) Address

6th floor, Shinfushimimachi

3rd floor, Nippo Hacchobori

Bldg., 4-4-10Fushimi-machi,

Bldg., 2-19-8 Hacchobori, Chuo-

Chuo-ku, Osaka

ku, Tokyo

(3)

Representative

Hitoshi Nagira, president

Akihide Goto, president

(4)

Business

Systems integration, digital

Systems development, etc.

marketing, BPO and consulting

(5)

Capital

50 million yen

13 million yen

(6)

Incorporated

November 28, 2013

June 12, 1980

(7)

Shares Issued

5,000

7,560

(8)

Fiscal Year

Ends December 31

Ends December 31

(9)

Major Shareholders and

Funai Soken Holdings: 100%

Funai Soken Holdings: 100%

Stakes

(10) Financial Situation and Business

Performance in Preceding Fiscal Year

(In thousands of yen except net assets per share and earnings per share)

Year ended December 2020

Year ended December 2020

Net assets

889,786

124,982

Total assets

1,500,533

240,548

Net assets per share

177,957 yen

16,532 yen

Net sales

4,946,252

562,020

Operating income

223,055

-22,707

Ordinary income

230,369

-22,669

Net income

154,668

-10,526

Earnings per share

30,933 yen

-1,392 yen

4. Post-Merger Company

(1)

New trade name

Funai Soken Digital, Inc. (TBC)

(2) Principal place of business

6th floor, Shinfushimimachi Bldg., 4-4-10Fushimi-machi,Chuo-ku,

Osaka

(3)

Representative

Hitoshi Nagira, president

(4)

Business

Systems integration, digital marketing, BPO, consulting, and systems

integration, etc.

(5)

Capital

50 million yen

(6)

Fiscal Year

Ends December 31

(7)

Major Shareholders and

Funai Soken Holdings: 100%

Stakes

Funai Soken Corporate Relations is scheduled to change its trade name when the merger takes effect on July 1, 2022.

5. Outlook

The impact of this merger on business performance for this fiscal year is minor. Funai Soken Holdings will promptly announce any information requiring public notice.

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Disclaimer

Funai Soken Holdings Co. Ltd. published this content on 04 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 February 2022 06:55:18 UTC.