November 20, 2023 | |
Company Name: | POLA ORBIS HOLDINGS INC. |
Representative: | Yoshikazu Yokote, |
Representative Director and President | |
TSE Code: | 4927 (Prime Market) |
Contact: | Naotaka Hashi, Corporate Officer, |
General Manager, Corporate | |
Communications Div. | |
TEL.: +81-3-3563-5517 |
Establishment of Overseas Subsidiary and Transfer of Sub-subsidiaries through Distribution of
Dividends in Kind of Subsidiaries
POLA ORBIS HOLDINGS INC. (the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held on November 20, 2023, to establish a subsidiary that will supervise its regional operations in the Chinese market.
In addition, POLA INC. ("POLA") and ORBIS Inc. ("ORBIS"), which are wholly-owned subsidiaries of the Company, each resolved at their respective Board of Directors meetings, held on November 20, 2023, to distribute to the Company as dividends in kind all equity interests of Shanghai POLA Trading Co., Ltd. ("POLA Shanghai"), which are held by POLA, and all equity interests of Orbis Beijing Inc. (ORBIS Beijing), which are held by ORBIS. As a result, the Company will directly hold all equity interests of POLA Shanghai and ORBIS Beijing, and there will be a transfer of the Company's sub-subsidiaries.
1. Reasons for establishment of subsidiary and distribution of dividends in kind (transfer of sub-subsidiaries) From 2024 onward, we aim to further accelerate the Group's continuing global expansion by using local leadership to directly grasp market changes in each business region. This will enable us to fully apply the strengths of the Group's multi-brand portfolio, quickly implementing optimal regional strategies while aligning with market and customer changes. We will transition to a locally-led Groupwide structure, an organizational system that will maximize business performance in each region.
As part of this effort, we will establish a regional headquarter in China and reorganize our operating structure to make POLA Shanghai and ORBIS Beijing, which currently carry out business as local subsidiaries in China, into wholly-owned subsidiaries of the Company. While building a locally-led strategy across our brands and enhancing our regional marketing, we will consolidate common operations at our existing local subsidiaries in China with the aim of upgrading and optimizing our operations. We will accelerate our efforts to maximize our growth potential and establish a revenue base in the Chinese market, which is our most important market drives the Group's overseas expansion.
2. Details regarding establishment of subsidiary 1) Overview of subsidiary to be established
(1) | Company Name | POLA ORBIS (Shanghai) Enterprise Management CO., LTD. | |
(2) | Address | Shanghai, People's Republic of China | |
(3) | Name and Title of | Seiichi Takaya, Representative Director and President | |
Representative | |||
(4) | Description of Business | Business management, supervision and support for business strategy | |
formulation, etc. of local subsidiaries in China | |||
(5) | Amount of Capital | USD 7,000 thousand | |
(6) | Date of Establishment | January 2024 | |
(7) | Major Shareholder and | POLA ORBIS HOLDINGS INC. 100% | |
Shareholding Ratio | |||
2) Schedule | |||
(1) | Date of Resolution by the | November 20, 2023 | |
Board of Directors | |||
(2) | Date of Company | January 2024 (planned) | |
Establishment | |||
(3) | Date of Commencement | January 2024 (planned) | |
of Business | |||
3. Details regarding distribution of dividends in kind (transfer of sub-subsidiaries)
-
Disposal of surplus of POLA and ORBIS
POLA and ORBIS will distribute surplus dividends (dividends in kind) using retained earnings as capital. - Dividend asset type and total book value
The type of dividend asset distributed to the Company is a non-monetary asset (investments in capital as listed below). The latest total book value is as follows.
- Dividend asset type and total book value
Company Name | Number of Shares | Shareholding or | Book Value |
etc. | Equity Ratio | ||
Shanghai POLA Trading Co., | Investments | 100% | JPY 8,807,830 |
Ltd. | in capital | ||
Orbis Beijing Inc. | Investments | 100% | JPY 1 |
in capital | |||
- Matters relating to distribution of dividend asset to shareholders
All of the dividend asset will be distributed to the Company, which holds all issued shares of POLA and ORBIS, as of the effective date of the dividends in kind. - Effective date of surplus dividends January 1, 2024 (planned)
-
Overview of companies distributing dividends in kind
POLA INC.
(1) | Company Name | POLA INC. | ||
(2) | Address | 2-2-3 Nishigotanda, Shinagawa-ku, Tokyo | ||
(3) | Name and Title of | Miki Oikawa, Representative Director and President | ||
Representative | ||||
(4) | Description of Business | Sales of cosmetics, etc. | ||
(5) | Amount of Capital | JPY 110 million | ||
(6) | Date of Establishment | July 1946 | ||
(7) | Net Assets | JPY 39,603 million (as of December 31, 2022) | ||
(8) | Total Assets | JPY 58,876 million (as of December 31, 2022) | ||
(9) | Major Shareholder and | POLA ORBIS HOLDINGS INC. 100% | ||
Shareholding Ratio | ||||
ORBIS Inc. | ||||
(1) | Company Name | ORBIS Inc. | ||
(2) | Address | 2-1-14 Hiratsuka, Shinagawa-ku, Tokyo | ||
(3) | Name and Title of | Takuma Kobayashi, Representative Director and President | ||
Representative | ||||
(4) | Description of Business | Sales of cosmetics, etc. | ||
(5) | Amount of Capital | JPY 110 million | ||
(6) | Date of Establishment | June 1984 | ||
(7) | Net Assets | JPY 38,824 million (as of December 31, 2022) | ||
(8) | Total Assets | JPY 46,174 million (as of December 31, 2022) | ||
(9) | Major Shareholder and | POLA ORBIS HOLDINGS INC. 100% | ||
Shareholding Ratio | ||||
- Overview of transferred sub-subsidiaries Shanghai POLA Trading Co., Ltd.
(1) | Company Name | Shanghai POLA Trading Co., Ltd. | ||||
(2) | Address | Shanghai, People's Republic of China | ||||
(3) | Name and Title of | Seiichi Takaya, Representative Director and President | ||||
Representative | ||||||
(4) | Description of Business | Sales of cosmetics, etc. | ||||
(5) | Amount of Capital | USD 32,634 thousand | ||||
(6) | Date of Establishment | October 2004 | ||||
(7) | Net Assets | JPY 2,245 million (as of December 31, 2022) | ||||
(8) | Total Assets | JPY 3,239 million (as of December 31, 2022) | ||||
(9) | Investor and Investment | POLA INC. 100% | ||||
Ratio | ||||||
(10) | Operating results and financial position of the company in question for the preceding three | |||||
financial years | ||||||
Financial year | Fiscal year ended | Fiscal year ended | Fiscal year ended | |||
December 31, 2020 | December 31, 2021 | December 31, 2022 | ||||
Net Assets | JPY 1,328 million | JPY 2,126 million | JPY 2,245 million | |||
Total Assets | JPY 2,574 million | JPY 3,308 million | JPY 3,239 million | |||
Net Sales | JPY 3,504 million | JPY 4,410 million | JPY 4,521 million | |||
Operating Income | JPY 815 million | JPY 562 million | JPY 136 million |
Ordinary Income | JPY 830 million | JPY 621 million | JPY 117 million | ||||
Profit Attributable to Owners of | JPY 756 million | JPY 581 million | JPY 55 million | ||||
Parent | |||||||
Orbis Beijing Inc. | |||||||
(1) | Company Name | Orbis Beijing Inc. | |||||
(2) | Address | Beijing, People's Republic of China | |||||
(3) | Name and Title of | Seiji Kurehara, Representative Director and President | |||||
Representative | |||||||
(4) | Description of Business | Sales of cosmetics, etc. | |||||
(5) | Amount of Capital | USD 29,880 thousand | |||||
(6) | Date of Establishment | September 2008 | |||||
(7) | Net Assets | JPY (1,956) million (as of December 31, 2022) | |||||
(8) | Total Assets | JPY 958 million (as of December 31, 2022) | |||||
(9) | Investor and Investment | ORBIS Inc. 100% | |||||
Ratio | |||||||
(10) | Operating results and financial position of the company in question for the preceding three | ||||||
financial years | |||||||
Financial year | Fiscal year ended | Fiscal year ended | Fiscal year ended | ||||
December 31, 2020 | December 31, 2021 | December 31, 2022 | |||||
Net Assets | JPY (748) million | JPY (1,329) million | JPY (1,956) million | ||||
Total Assets | JPY 697 million | JPY 716 million | JPY 958 million | ||||
Net Sales | JPY 797 million | JPY 795 million | JPY 914 million | ||||
Operating Income | JPY (380) million | JPY (407) million | JPY (494) million | ||||
Ordinary Income | JPY (436) million | JPY (451) million | JPY (570) million | ||||
Profit Attributable to Owners of | JPY (436) million | JPY (451) million | JPY (570) million | ||||
Parent | |||||||
4) Schedule | |||||||
November 20, 2023 | Resolution by POLA Board of Directors, Resolution by ORBIS Board of Directors | ||||||
November 20, 2023 | Resolution by the Board of Directors of the Company | ||||||
November 20, 2023 | POLA General Meeting of Shareholders, ORBIS General Meeting of Shareholders | ||||||
January 1, 2024 | Effective date (distribution of dividends in kind) (planned) |
4. Impact on performance
The establishment of this subsidiary will have a negligible effect on the consolidated results for fiscal 2023. However, should there arise a need to revise business forecasts or any other matter requiring disclosure, we will promptly disclose such information.
Furthermore, this distribution of dividends in kind is a transaction within the Group. As such, it does not cause changes to the Company's or its consolidated net assets, and does not affect business results.
Note: The impact on consolidated performance was prepared based on information that was available as of the date of this material was published. Actual performance may differ from forecast figures due to changes in various factors in the future.
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POLA ORBIS Holdings Inc. published this content on 20 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 November 2023 06:06:11 UTC.