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May 15, 2023 TSE Designation of Securities Under Supervision (Examination): DDS,Inc.

 

TSE has designated an issue as Securities Under Supervision (Examination) as follows.

1.Issue Name DDS,Inc. stock
(Code: 3782, Market Segment: Growth Market)
2.Period of Designation as Securities Under Supervision (Examination) From May 15, 2023 (Mon.) to the day when TSE determines whether the company has fallen under the delisting criteria
Provision Enforcement Rules for Securities Listing Regulations, Rule 604, Paragraph 1, Item (13)
(Due to the company being deemed likely to have no possibility of improvement in the internal management system, etc. by the Exchange)
3.Reason DDS, Inc. (hereinafter "the Company"), submitted an amendment report to its annual securities report and other reports on Sept. 2, 2022 (hereinafter the "Amendment Report"), and today has submitted another amendment report (hereinafter the "Further Amendment Report") to revise the reason for submission and other information described in the amendment report.
As a result, the following circumstances were revealed:
- The stock of the Company was designated as Securities Under Supervision (Confirmation) and would be delisted if the Company did not submit the quarterly securities report for the first quarter of the fiscal year ended Dec. 2022 by Aug. 19, 2022.
Despite the Company receiving a report on Aug. 12, 2022 from an audit firm that pointed out many issues in an amendment report regarding its annual securities report, etc. and quarterly securities report for the first quarter of the fiscal year ended Dec. 2022 (hereinafter collectively the "Reports, etc.") just before their submission, the company failed to check whether such points were reflected in the Reports, etc., or to respond to them within the Company. In addition, the Company did not confirm with the audit firm what the Company should do to respond to the issues pointed out by the audit firm. Instead, the Reports, etc. were submitted on the same day based on the president's judgment after he received a report concerning this situation from the then general manager of business administration.
- The president and the then general manager of business administration of the Company submitted the Reports, etc. knowing that there was a reasonably high risk of the Reports, etc. containing false information.
- Although the Company’s president and then general manager of business administration were unable to determine whether the revision was a material revision when submitting the Amendment Report, they stated that the revision to the reason for submission in the amendment report was "minor".
- In actuality, on August 19, 2022, the Company may not have been prepared to submit the consolidated financial statements, etc., that were included in the Amendment Report.
- Despite the Securities and Exchange Surveillance Commission instructing the Company to pay a penalty on December 9, 2022, the Company did not enter into an agreement with the audit firm pertaining to the Further Amendment Report until Mar. 2023.

TSE deemed that improvement of the internal management system, etc. of the Company was highly necessary and designated its stock as a Security on Alert on Sept. 29, 2022.
The president and the then general manager of business administration were in a position to promote improvements in the internal management system, etc., and the then general manager of business administration was appointed as director and operating officer in charge of the administrative department of the Company as well as the general manager of the corporate management department in Nov. 2022.
Improvement plans and status reports (published on Feb. 28, 2023) created by the Company with the two persons in question playing a central role did not refer to nor assess the aforementioned facts and are deemed to be lacking in any response pertaining to these circumstances.
As the above circumstances were revealed, Japan Exchange Regulation will examine the possibility of improvement in the Company's internal management system, etc. If it is deemed that there is no such possibility, the stock of the Company will be delisted. As such, TSE deems that the stock is likely to be delisted and designates such stock as Security Under Supervision (Examination).

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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