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Jun. 18, 2026 TSE Grace Period pertaining to Reexamination due to Violation against a Written Oath, and Imposition of Listing Agreement Violation Penalty: I-ne CO.,LTD.

 

As set out below, a listed company’s shares will enter into a grace period pertaining to reexamination due to violation against a written oath, and TSE has imposed a listing agreement violation penalty.

*This decision is based on the results of the examination by Japan Exchange Regulation.

1.Issue Name I-ne CO.,LTD. stock
(Code: 4933, Market Segment: Prime Market)
2.Grace Period Pertaining to
  Reexamination
Jun. 18, 2026 (Thu.) to Jun. 18, 2027 (Fri.)
  Reason
  (Related Clause)
Due to falling under a case where TSE deems a company has violated the matters under the written oath for application for transfer of market segment, and had not met the criteria for segment transfer
(Securities Listing Regulations, Rule 601, Paragraph 1, Item (10), b.)
3.Listing Agreement Violation
  Penalty Total
JPY 33.6million
  Reason
  (Related Clause)
Due to falling under a case where TSE deems that the listed company has violated the matters in the written oath pertaining to an application for transfer of market segment and has undermined the confidence of shareholders and investors in the TSE market
(Securities Listing Regulations, Rule 509, Paragraph 1, Item (3))
4.Details of Reason I-ne CO.,LTD. (hereinafter referred to as “the Company”) disclosed a special investigation committee’s report on Apr. 24, 2026 regarding suspicions that a company that was the counterparty to a trademark rights transfer transaction in a previous fiscal year (hereinafter referred to as “the Counterparty”) was in fact a consolidated subsidiary or a related party of the Company.
This disclosure revealed that the Counterparty was in fact a related party of the Company, given that, not only had the Company’s representative director and president provided large-scale financing to the representative director of the Counterparty on a personal basis for the establishment and operation of the Counterparty, he also had control over important decisions such as the direction of the business; consequently, the trademark rights transfer transaction should have been noted by the Company as a related party transaction.
It was also revealed that several executive officers of the Company, including the representative director and president, and their team members had been involved in giving explanations to the board of directors, audit and supervisory committee, and accounting auditor which differed from the truth (hereinafter referred to as “the Misconduct”) regarding: a) the background to the establishment of the Counterparty, which was, based on the wishes of the Company’s representative director and president, that it would be purchased once brand development was completed and the business was up and running; b) the financing provided to the Counterparty’s representative director by the Company’s representative director and president; and c) the extent of involvement in the Counterparty.
Furthermore, inquiries from Japan Exchange Regulation (JPX-R) uncovered that, at the time when the Company transferred to the TSE Prime Market in Sep. 2023, despite having submitted written oaths stating that all documents submitted to TSE were true, and while the representative director and president and the relevant executive officer were aware of the Misconduct, the Company had gained approval for the segment transfer after submitting false statements regarding the establishment of the brand for which trademark rights had been transferred, the background to the establishment of the Counterparty, the amount of financing provided by the Company’s representative director and president, and methods for settling the creditor-debtor relationship related to this. It was deemed that the Company would not have satisfied certain examination criteria for segment transfer to the Prime Market (the “soundness of corporate management” and “effectiveness of corporate governance and internal management system of a corporation” items) unless adequate corrective actions had been taken to address the causes of the Misconduct.

For the most part, the following points were identified as the context for these events.
・ Among the company’s senior management, including the representative director and president, there was a lack of basic understanding of corporate governance, such as the importance of deliberation and decision-making at a listed company’s board of directors that is based on provision of accurate information and the importance of undergoing accounting audits based on provision of accurate information, as well as a lack of awareness of and emphasis of the importance of compliance rules, such as those regarding management of transactions with conflicts of interest and information management.
・ While the board of directors and audit and supervisory committee received explanations from executives regarding the Misconduct, and while the directors serving on the audit and supervisory committee directly sought clarification from executives based on appropriate concerns and took steps such as consulting external experts on their own initiative, the organizational and rule frameworks necessary for these directors to verify information from a position independent of the executive team were not sufficiently established.
・ No separate regulations were established specific to the management of related-party transactions, and business was carried out with no clear definition of the scope of related parties to be monitored.
・ While there were employees who had reservations about the lack of transparency around the trademark rights transfer transaction, these concerns were not escalated, and there was no effective whistle-blowing system in place.
・ Not only were there issues in the lack of compliance awareness of those involved, such as the deletion of electronic data that could have served as evidence by several top executives, including the representative director and president, before the launch of the investigation into the suspicions, but the Company also failed to actively work toward clarifying the facts in order to disclose the corporate information that would be appropriate for a company at which suspicions had been raised.

The Company will be subject to an examination to determine whether it meets criteria equivalent to the initial listing criteria for the TSE Prime Market, and its shares will enter a grace period for the reexamination. This is because, as already described above, TSE deems that the Company violated matters under the written oath for the segment transfer application and did not meet the examination criteria for the market segment, and also because the Company’s representative director and president and the relevant executive officer responded to the segment transfer examination while already aware that the Misconduct had occurred under the above circumstances, which led to the violation of the written oath.
Moreover, since TSE considers that this case has undermined the confidence of the Company’s shareholders and investors in its markets, it will impose a listing agreement violation penalty on the Company. This is because the Company obtained approval for a segment transfer despite breaching the written oath at the time of the segment transfer application.
  • Note 1: If the Company applies for an examination to determine whether it meets the criteria equivalent to the initial listing criteria for the Prime Market within the grace period, its shares will continue to be listed if it meets the criteria. If it does not meet the criteria, its shares will be delisted.
  • Note 2: Notwithstanding the description in Note 1 above, if the Company applies for a segment transfer to the Standard Market or Growth Market during the grace period and receives approval for the segment transfer, the listing of the Company's shares will continue in the new market segment (in which case, it will not be necessary to carry out the examination in Note 1).

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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