Market News
Jun. 29, 2021 TSE Decision on Delisting, etc.: GOYO INTEX CO.,LTD.
TSE has decided on delisting and designation as Securities to Be Delisted as follows.
１．Delisting and Designation as Securities to Be Delisted
| （１）Issue Name | GOYO INTEX CO.,LTD. stock (Code: 7519, Market Division: JASDAQ Standard) |
| （２）Period of Designation as Securities to Be Delisted | From Jun. 25, 2021 (Fri. ) to Jul. 25, 2021 (Sun.) |
| （３）Delisting Date | Jul. 26, 2021 (Mon.) (Note) In cases where circumstances in which the company should be promptly delisted occur, TSE may change the period of designation as Securities to Be Delisted and the delisting date. |
| （４）Provision | Securities Listing Regulations, Rule 604, Paragraph 2, Item 1-3 (Related rule: Securities Listing Regulations, Rule 601, Paragraph 1, Item 11-2 c) (Due to falling under cases where the Exchange deems that the internal management system, etc. of the listed company have not been improved upon reviewing a written confirmation of internal management system submitted by said listed company (limited to cases where the Exchange deems that there is no possibility of improvement)) |
| （５）Reason | GOYO INTEX CO., LTD. (hereinafter "the Company") did not carry out a timely disclosure of the necessity of the submission of an amendment report for the second quarter of the fiscal year ended Mar. 2020 (hereinafter "the amended quarterly report") during the period until Dec. 5, 2019 when it submitted the amended quarterly report attached to a legitimate quarterly review report. TSE deemed that improvements to the Company's internal management system were highly necessary and designated the stock of the Company as Securities on Alert on Mar. 12, 2020. (State of improvement of the internal management system) After one (1) year elapsed from the designation, TSE checked the written confirmation of the internal management system (hereinafter "the written confirmation") submitted by the Company on Mar. 12, 2021. The following facts were revealed: -Despite having disclosed an improvement plan to prevent recurrence of similar situations on Feb. 19, 2021, the Company had provided false statements in multiple places about the actual recurrence prevention project and also about coordinating with the accounting auditor, etc. -The improvement plan was not implemented properly, as demonstrated by such facts as due to not having enough manpower, it took 11 months for the Company to disclose the improvement plan after the designation as Securities on Alert, and that even after the improvement plan was disclosed, the situation did not improve with the schedule further delayed. -Responses from the Company were inappropriate and dishonest, as instanced by such facts as the written confirmation contained false statements and items that should have been filled in were left blank in several places and there were multiple situations where inquiries were not answered for a long period of time in the course of examination by Japan Exchange Regulation. -Even after reshuffling all the directors at the annual general shareholders meeting at the end of Jun. 2020, under the lead of former representative director and the board member in charge of administration who had been newly appointed as directors, the Company conducted transactions without the necessary internal procedures such as adopting a resolution from the board of directors. -Decisions made by the board of directors were rendered ineffective, as evidenced by the fact that the same contract that the Company had once terminated based on discussions at the board of directors was newly made at its subsidiary under the instruction of the former representative director. In addition, not only did the board member in charge of administration but also several managers in charge of administration and internal audits overlooked those situations. -The administration division was lacking in human resources with necessary and sufficient ability to properly build an internal management system, as instanced by the fact that although a revision that the Company made to its important rules in Feb. 2021 which included weakening the check function of the board of directors (deleting the provision of requiring approval from the board of directors for a transaction over a certain amount), directors and employees were not properly aware of the impact from said revision. -The standing statutory auditor was deemed not to have actually worked sufficiently full-time, as he spent a lot of his time on activities as a management advisor in another company. He was also deemed not to have appropriately performed his duties in practice, as instanced by the fact that he did not fully confirm the status of internal approvals. -Outside directors also did not understand properly the details of the improvement plan. Consequently, they were unable to sufficiently fulfill their roles for the plan etc., and their activities cannot be evaluated as sufficient. -When appointing directors at the extraordinary general shareholders meeting in Apr. 2021, the Company did not comply with a selection process specified in the improvement plan that should have been conducted before deciding candidates at the board of directors. In light of the above, even after one (1) year has elapsed since said designation, the Company has yet to develop the management structure, organizational structure and rules etc., which would serve as the premise for improving the internal management system etc. and the situation continues. After submitting the written confirmation, the Company did not make the progress they had planned. TSE deems that there was no progress made in the internal management system, etc. of the Company and awareness toward compliance including compliance with rules did not improve among directors and employees of the Company, as demonstrated by such facts that some statements indicated in the disclosed improvement plan were false, decisions made by the board of directors were rendered ineffective, in addition to the Company appointing a director without complying with a selection process specified in the improvement plan even after the plan was disclosed. (Likelihood of improvement) Given the fact that 15 months have passed since the designation as Security on Alert and in view of the following situations, etc., after considering the possibility of improvement in the internal management system, etc. of the Company, TSE deemed that there was no such possibility. -Although disclosing the personnel change of the representative director on Apr. 30, 2021, on Jun. 7, 2021, the Company disclosed postponement of the annual general shareholders meeting for the fiscal year ended in Mar. 2021. The Company was unable to promptly make fundamental changes to the overall officer composition including outside directors, which is deemed necessary for improvements to the internal management system. -TSE does not deem that the Company sufficiently and promptly made specific and effective responses such as increasing the necessary staff numbers and changes sufficient for complete and prompt improvements to the staff shortage in its administrative and internal audit divisions as well as the lack of compliance awareness within the Company. -The Company does not fully understand what the problems are for the internal management system, etc. As a result, concerning items that require improvements, the Company continued to be unaware of the necessity of improvements only until after they were pointed out individually and specifically in the course of examination. Therefore, TSE does not deem that the Company will have a necessary and sufficient improvement plan for improvements to the internal management system, etc. that can sufficiently make up for the previous improvement plans where the Company fell behind in development and implementation as well as failing to fulfill them. Furthermore, even if the designation of the stock as Security on Alert continues, the Company is not deemed to be able to secure sufficient operational results to properly improve the internal management system, etc. within 18 months from the designation, the improvement deadline. (Conclusion) Based on the above, TSE deems that the internal management system, etc. of the Company did not improve and there is no possibility for improvement. Therefore, it has decided on delisting the stock of the Company and designation as Securities to Be Delisted. |
２．Exclusion from Securities in Lieu of Money
The stock of the Company will be excluded from securities in lieu of money for the following items from Jun. 28, 2021 (Mon.) inclusive.
-Customer margin for margin transactions and when-issued transactions
-Trading margin for when-issued transactions
-Trading participant security money
-Participant bonds
Note: TSE has withdrawn the designation of the above issue as Securities on Alert in connection with the decision on delisting, etc.
Current Designations of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
Designation History of Securities Under Supervision & Securities to Be Delisted
DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc. and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, or changes with regard to this translation.
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