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Notice regarding approval of listing of consolidated subsidiary Cybertrust Japan Co., Ltd.

SB Technology Corp.

Cybertrust Japan Co., Ltd. (hereinafter referred to as "CTJ"), a consolidated subsidiary of the Company, has today been approved by the Tokyo Stock Exchange for its new listing on Tokyo Stock Exchange Mothers market (hereinafter referred to as the "Listing"). I would like to inform you that.


1. CTJ 's position within our group

Our company's mission is `` Information Revolution - Happiness for everyone `- Technologies Design the Future -', and we are developing our business activities with ICT services as our main content.
CTJ, which became a consolidated subsidiary of our company in 2014, provides authentication and security services that we have been providing for over 20 years as Japan's first commercial electronic certification authority, as well as kernel technology and open source software (OSS). We apply our knowledge to develop Linux/OSS services for on-premises, cloud, and embedded areas. By combining these technologies and achievements, we have proven the validity of "people, things, and things" and developed services that support the reliability of our customers' services for cutting-edge fields such as IoT. With our specialized technical capabilities as our strength, we provide IT infrastructure and security services not only to our group but also to a wide range of companies.
CTJ and our company have separate businesses based on the technological elements they possess, and while we each develop our own businesses, we also collaborate to provide services that combine the technological elements of both companies. In addition, CTJ is operated independently within the Group, and we believe that it does not constitute a core business, accounting for less than 10% of the Company's consolidated sales for the fiscal year ending March 2020.

2. Purpose of this listing

CTJ 's business provides services that require third-party services such as IT infrastructure and authentication infrastructure, so transparency and reliability as a company are essential to the company's growth. We believe. CTJ has been developing businesses that are not limited to our group by developing unique services and cultivating customers, and has already achieved a certain degree of transparency and reliability. We hope that by further increasing these through these efforts, we will pursue further increases in corporate value. We also believe that the growth of CTJ as a listed company will ultimately lead to an increase in the corporate value of our group.

3. Overview of CTJ

Company Name Cybertrust Japan Co., Ltd.
(Name: Cybertrust Japan Co., Ltd.)
Representative Yasutoshi Makoto
location 35th floor, Ark Hills Sengokuyama Mori Tower, 1-9-10 Roppongi, Minato-ku, Tokyo
Date of Establishment June 1, 2000
Paid-in Capital 540,160,000 yen
Our Business Providing IoT services, OSS/Linux services, authentication and security services

4. Overview of this listing

Listed Market Tokyo Stock Exchange Mothers
Listing approval date March 12, 2021
Scheduled listing date April 15, 2021

5. Overview of stock offering and issuance of offered shares in conjunction with listing

(1) Issuance of shares through public offering 250,000 shares
(2) Sale of shares through purchase and underwriting by the underwriters 300,000 shares
(3) Sale of shares through over-allotment 82,500 shares (upper limit)

6. Number of shares held by the Company and percentage held

Current number of shares held 2,632,600 shares
(Holding ratio 71.92%, number of issued shares 3,660,600 shares)
Number of shares owned after issuance of new shares due to listing 2,332,600 shares
(Holding ratio 59.65%, planned number of issued shares 3,910,600 shares)

*Changes in ownership ratio are due to dilution in the event of a secondary offering or new stock issuance associated with listing.
※※The planned number of outstanding shares does not include capital increase through third-party allotment (up to 82,500 shares) related to the secondary offering through over-allotment.

7. Thoughts regarding the listing of our subsidiary

(1) Significance of having a listed subsidiary based on the philosophy and policy regarding group management
In our group, each group company aims to achieve its own corporate objectives based on a spirit of autonomy and independence, while taking into consideration the maximization of the corporate value of the entire group. The Company shall perform the necessary functions to ensure that business synergies between group companies are appropriately demonstrated and the corporate value of the entire Group is maximized, and while respecting the management independence of each group company, We will provide the necessary support to achieve each company's corporate objectives.
When listing a subsidiary, the Company considers the significance of listing based on the business characteristics of group companies, the possibility of accelerating growth through listing, consistency with the business portfolio strategy of the entire group, and whether the profits associated with listing are compatible with costs and constraints. From the perspective of maximizing the corporate value of the entire group, we carefully consider whether we can build and operate appropriate internal controls and manage risks as a listed company, in order to avoid harming the interests of our existing shareholders and minority shareholders. Decisions will be made after consideration. At present, there are no specific plans for listing subsidiaries other than this listing, but the same will apply if a subsidiary is listed in the future.
Based on the above, the significance of having listed subsidiaries for each company is as follows.

Name of listed subsidiary Percentage of voting rights held (%) Significance of having a listed subsidiary
Cybertrust Japan Co., Ltd. 59.63 As stated in “2. Purpose of the Listing” above.

(2) Measures to ensure the effectiveness of the governance system of listed subsidiaries
The parent company's policy for ensuring the effectiveness of the governance system of listed subsidiaries is as follows.

8. About stock ownership policy

Due to the partial sale of our shares and the issuance of new shares CTJ in conjunction with this listing, our shareholding ratio is expected to decrease to 59.63%. For the time being, the Company plans to maintain its shareholding ratio with CTJ as a consolidated group company.

9. Regarding the impact on our consolidated business results

In the Company's consolidated financial statements, as CTJ continues to be a consolidated subsidiary of the Company even after this offering, the amount equivalent to the gain on sale from this offering (after deducting miscellaneous expenses and taxes) will be recorded as capital surplus in the consolidated financial statements.

■ Related releases

Cybertrust Japan Co., Ltd.
Notice Regarding Approval of Listing on Tokyo Stock Exchange Mothers Market
Notice of Board of Directors resolution regarding issue of stock for subscription and stock offering
Regarding business forecasts for the fiscal year ending March 2021

■The PDF of this release can be downloaded from the link below.
Click here for the PDF

Contact information for inquiries from media regarding this matter

○ SB Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp