Compliance with M&A Guidelines for SME

M&A Research Institute Holdings, Inc. (hereinafter referred to as "our company") is registered with the Small and Medium Enterprise Agency's "M&A support organization registration system". As a registered M&A support organization, our company declares the following regarding compliance with the "Small and Medium-Sized M&A Guidelines".

1. Matters to be observed when concluding intermediary contracts and FA contracts

We will conclude an intermediary contract or FA contract that matches the actual business form and will provide a clear explanation of the following matters in particular before concluding the contract.

Differences between intermediaries and FAs (*) and their respective characteristics
*Intermediaries: M&A support organizations that conclude contracts with both the transferor and the transferee and provide advice to both parties
FA: M&A support agency that concludes contracts with only one party and advises only one

Scope and content of services to be provided

Matters related to fees (calculation standards, amounts, the timing of payment, etc.)

Matters related to confidentiality (facts subject to confidentiality, partial cancellation of confidentiality obligations for professionals, etc.)

Dedicated clauses (whether a second opinion is possible, etc.)

Tail clause (tail period, target M&A, etc.)

Contract period

If the client specifies that the intermediary contract/FA contract can be canceled mid-term, matters related to the mid-term cancellation

In addition, with regard to exclusive clauses, we will act in compliance with the following points in particular.

After clarifying to the intermediary / FA the part that the client wants to seek the opinion of the other support organization, if there is no reasonable reason to prevent it, the client will ask the other support organization to seek a second opinion. However, we may prohibit the disclosure of information about the other party, limit consultation to persons with legal or contractual confidentiality obligations, or public institutions such as business succession/handover support centers, etc. consider.

When establishing an exclusive clause, the maximum contract period shall be set from 6 months to 1 year as a guideline.

We will also establish clauses (including oral statements) that clearly state that the client can cancel the intermediary contract / FA contract at any time.

Regarding the tail clause, we will act in compliance with the following points.

The tail period should be within 2 to 3 years at the longest.

The target of the tail clause is limited only to the transferee who has been involved or contacted by the Company and has been introduced to the transferor.

2. Matters to be observed when conducting intermediary business

When conducting intermediary business, we will comply with the following points in particular.

An intermediary that concludes an intermediary contract with both parties, the transferor and the transferee, before concluding an intermediary contract to that effect) to both parties.

Before concluding an intermediary agreement, we will clearly explain to each party in advance matters (*) that are assumed to have a potential conflict of interest between the parties.
*Example: Since a contract is concluded with both the transferee and the transferee, it is easier to expect communication and smooth execution of procedures between the two parties, but on the other hand, maximizing the transfer amount is not necessarily emphasized.

Separately, if we become aware of any matter that may cause a conflict of interest between both parties (including information that is advantageous or disadvantageous only to one party), we will clearly notify each party of this point in a timely manner. publicly disclosed.

We do not carry out definitive valuations, and we tell clients to seek the opinions of experts such as professionals as necessary.

We will not conduct due diligence on our own and will not decide on the conclusions regarding the content of the due diligence report, and will ask the client to seek the opinions of experts such as professionals as necessary.

When presenting the results of valuations as rough estimates or provisional amounts that have been simply calculated (simplified valuation) by ourselves as reference materials, the following points will be clearly indicated to both parties.

It is not a definitive valuation, but a simple calculation as a reference.

If the intentions, opinions, etc. of one party are taken into consideration in the said simplified evaluation, the details of said intentions, opinions, etc.

Being able to seek the opinions of experts such as professionals as necessary

3. Matters to be observed when concluding and closing the final contract

When the client concludes the final contract, we will urge the client to reconfirm the content of the contract so that there are no omissions.
In addition, after preparing specific arrangements for closing, we will confirm that the transfer consideration has been received from the transferee on the day.

In addition to the above, we will act in accordance with the purpose of the SME M&A Guidelines.