Japan Exchange Group Inc.

11/01/2023 | Press release | Distributed by Public on 10/31/2023 21:09

Nov. 01, 2023TSE Designation of Securities Under Supervision (Examination): RUDEN HOLDINGS CO.,Ltd.

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Nov. 01, 2023 TSEDesignation of Securities Under Supervision (Examination): RUDEN HOLDINGS CO.,Ltd.

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TSE has designated an issue as Securities Under Supervision (Examination) as follows.
*Some elements of the below items have been revised from October of this year.

１．Issue Name RUDEN HOLDINGS CO.,Ltd. stock
(Code: 1400, Market Segment: Growth Market)
２．Period of Designation as
　　Securities Under Supervision
　　(Examination) 		From Oct. 30, 2023 (Mon.) to the day when TSE determines whether the company has fallen under the delisting criteria
　　Reason
　　(Related Clause) 		Due to the company being deemed likely to have no possibility of improvement in the internal management system, etc. by the Exchange
(Enforcement Rules for Securities Listing Regulations, Rule 604, Paragraph 1, Item (13))
３．Details of Reason TSE designated the stock of RUDEN HOLDINGS CO., Ltd. (hereinafter "the Company") as a Security on Alert on January 28, 2023.
On May 2, 2022, the Company established an external investigation committee regarding the Ruden Coin business which was led by the chair of the board as of 2018 (the "former chair"). Although it had disclosed an investigation report from said committee on Nov. 30, 2022, in light of the designation as a Security on Alert, it established a third-party committee on Mar. 31, 2023 to form an adequate improvement plan. The third-party committee was supposed to further investigate the facts that would serve as a premise for creating an adequate improvement plan, identify the cause of the problems based on these facts, consider measures to prevent recurrences, check whether the directors and auditors at the time the Ruden Coin business was conducted hold any responsibility, and investigate other similar matters outside the case.
However, on June 30, 2023, the Company disclosed that it would extend the investigation period of the third-party committee due mainly to difficulties in obtaining the necessary information and materials. Furthermore, on Aug. 31, 2023, it disclosed that the investigation was expected to require a substantial amount of time to complete because some cases had been discovered where the former chair may have attempted to develop businesses other than Ruden Coin, and many more matters to be investigated had been identified in the course of the investigation so far, such as examining the information and materials obtained and preparing reports.
In the midst of these circumstances, the Company has disclosed on Oct. 30, 2023 that all members of the third-party committee have resigned. This disclosure revealed the following facts:
- The committee has yet to complete the work that was its purpose of establishment, namely further investigation for the facts, investigation of matters that need additional investigation, identification of causes based on the facts, examination of the responsibility of directors and auditors, and investigations on other similar matters outside the case.
- The Company has not created an improvement plan which reflects this additional investigation, identification of causes, and other work. In addition, as the Company has no prospect of doing this, it is unclear whether the Company will be able to create a concrete and effective improvement plan to prevent recurrence.

Under these circumstances, Japan Exchange Regulation has decided to examine the possibility of improvement in the Company's internal management system, including whether it will be able to create such a plan in the future. 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) while also continuing the designation as Security on Alert.

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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