This filing was originally prepared and published by the company in Japanese as it contained timely disclosure information to be submitted to the Tokyo Stock Exchange. The English translation is for your reference only. To the extent that there is any discrepancy between this English translation and the original Japanese filing, the Japanese filing will prevail.
February 18, 2022
Financial Release
Corporate Name ValueCommerce Co., Ltd.
Representative | Jin Kagawa, Representative Director, |
Ticker Symbol | President and CEO |
2491 | |
Inquiries | Masatomo Endo, Director of the Board, |
CFO | |
Phone | 81 3 5210 6688 |
Matters Concerning Controlling Shareholder, Etc.
ValueCommerce Co., Ltd. ("the Company") hereby announces matters concerning its controlling shareholder, etc. Details are as follows.
1. Trade names, etc. of parent company, controlling shareholder (other than parent company), and other subsidiaries and affiliates
As of December 31, 2021 | |||||
Percentage of voting rights (%) | Financial instruments exchanges, | ||||
Name | Relationship | Direct | Aggregate | Total | etc. where issued stocks, etc. are |
ownership | listed. | ||||
SoftBank Group Corp. | Parent | - | 51.96 | 51.96 | Tokyo Stock Exchange (1st Section) |
company | |||||
Softbank Group Japan | As above | - | 51.96 | 51.96 | - |
Corporation | |||||
SoftBank Corp. | As above | - | 51.96 | 51.96 | Tokyo Stock Exchange (1st Section) |
A Holdings Corporation | As above | - | 51.96 | 51.96 | - |
Z Holdings Corporation | As above | - | 51.96 | 51.96 | Tokyo Stock Exchange (1st Section) |
Z Intermediate Holdings | As above | 51.96 | - | 51.96 | - |
Corporation | |||||
2. Name of the parent company deemed to have the greatest impact on the listed company and the reason
Name: Z Holdings Corporation
Reason: There is a certain business relationship between Yahoo Japan Corporation, a subsidiary of Z Holdings Corporation, and the Company.
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3. Role of the listed company within the corporate group of the parent company, etc. and other relationships between the listed company and the parent company, etc.
There is a certain business relationship between Yahoo Japan Corporation, a subsidiary of Z Holdings Corporation, and the Company. The purpose of the business alliance with Yahoo Japan Corporation is mainly to expand business by strengthening the business relationship, and the policy for future business with Yahoo Japan Corporation is to increase the profits of both parties.
With regard to transactions, the effects of business synergies are being realized through collaboration between the businesses of Yahoo Japan Corporation and the various services of the Company. In the Marketing Solutions Business, Yahoo Japan Corporation is a major advertiser. Moreover, in the EC Solutions Business, the Company provides solutions to promote sales for stores on online malls operated by Yahoo Japan Corporation.
There are certain transactions between the Company and Yahoo Japan Corporation, but the terms and conditions of those transactions are determined fairly, in the same manner as for other business partners.
With regard to personnel relationships, as of December 31, 2021, four of the six Directors (excluding Directors who are Audit and Supervisory Committee Members) of the Company concurrently served at Yahoo Japan Corporation. Although advice and suggestions are received from these directors to ensure the appropriateness of decision-making, the Company makes its own decisions, and the independence of management decisions is sufficiently ensured.
In addition, seven employees of Yahoo Japan Corporation have been seconded to the Company and 50 employees of the Company have been seconded to Yahoo Japan Corporation.
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(Officers holding concurrent positions)
As of December 31, 2021 | ||||||
Position | Name | Position at Yahoo Japan Corporation | Reason for appointment | |||
Hajime | Executive Officer and Vice President of Shopping Services | To enhance | ||||
Director | management | |||||
Hatanaka | Supervision Unit, Yahoo Japan Corporation | |||||
structure | ||||||
As above | Taku | - | As above | |||
Hasegawa | ||||||
As above | Koichiro | - | As above | |||
Tanabe | ||||||
As above | Yoshimasa | - | As above | |||
Kasuya | ||||||
(Personnel seconded from Yahoo Japan Corporation) | As of December 31, 2021 | |||||
Department | Persons | Company seconded from | Reason for secondment | |||
Assistant to COO | 1 | Yahoo Japan Corporation | To strengthen collaboration with | |||
business of the Company | ||||||
Service Promotion Office | 1 | As above | As above | |||
MS Planning Division | 1 | As above | As above | |||
EC Solutions Division | 2 | As above | As above | |||
Corporate Division | 2 | As above | As above |
Note: As of December 31, 2021, the number of employees of the Company was 272. 50 employees of the Company have been seconded to Yahoo Japan Corporation.
4. Matters Concerning Transactions with Controlling Shareholder, etc.
(Transactions with controlling shareholder)
(January 1, 2021 to December 31, 2021)
Percent- | Relation- | Trans- | Balance | |||||||
Category | Name of | Location | Capital | Business | age of | ship with | Trans- | action | Item | at fiscal- |
company, | (Millions | descrip- | voting | related | actions | amounts | year end | |||
etc. | of yen) | tion | rights | (Millions | (Millions | |||||
parties | ||||||||||
owned (%) | of yen) | of yen) | ||||||||
Service | Accounts | |||||||||
receivable - | 814 | |||||||||
revenue | ||||||||||
trade | ||||||||||
related to | 10,634 | |||||||||
Accounts | ||||||||||
provision | ||||||||||
Online | Provi- | receivable - | ||||||||
Company | Yahoo | of services | 683 | |||||||
Tokyo | advertis- | sion and | other | |||||||
with same | Japan | Note 3 | ||||||||
parent | Corpora- | Chiyoda- | 300 | ing | - | pur- | Note 4 | |||
Service | ||||||||||
company | tion | ku | business | chase of | ||||||
, etc. | services | costs | Accounts | |||||||
related to | ||||||||||
9,333 | payable - | 1,043 | ||||||||
provision | ||||||||||
trade | ||||||||||
of services | ||||||||||
Note 5 | ||||||||||
Notes 1 Consumption tax is excluded from the transaction amounts above. |
2. Terms and conditions of transactions and policy for determining terms and conditions of transactions The terms and conditions for the provision and purchase of services and are determined in the same manner as the terms and conditions for general transaction terms, or through negotiations, taking into
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consideration market prices, consignment details, and other factors.
- The transaction amount is presented as the total amount of transactions. The amount included in revenue in the Consolidated Statement of Income and Comprehensive Income for the fiscal year ended December 31, 2021 was ¥6,376 million.
- When providing "Affiliate Marketing", pay-per-performance advertising, the Company collects performance fees on behalf of media operators.
- The transaction amount is presented as the total amount of transactions. The amount included in cost of revenue in the Consolidated Statement of Income and Comprehensive Income for the fiscal year ended December 31, 2021 was ¥8,627 million.
- Immaterial transactions have been omitted.
5. Implementation of measures to protect minority shareholders in transactions, etc. with controlling shareholder
The terms and conditions of transactions with controlling shareholder are determined in a reasonable manner through prescribed procedures, taking into consideration contractual terms and conditions and market prices, in the same manner as for transactions with other companies.
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Disclaimer
ValueCommerce Co. Ltd. published this content on 18 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 February 2022 08:30:05 UTC.