Research Coverage of Japanese Listed Companies, Shared Research Inc

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Research Coverage of Japanese Listed Companies

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Equity Bottom-Up

<ul><li>Arisawa Mfg. reported 1H FY03/25 revenue of JPY25.2bn, a 26.5% YoY increase, and net income of JPY2.1bn.</li><li>Electronic Materials segment revenue rose 29.9% YoY, driven by recovering demand for smartphones and semiconductors.</li><li>Arisawa Mfg. raised its full-year forecast, projecting JPY49.2bn revenue and JPY3.2bn net income attributable to owners.</li></ul>

Arisawa Mfg. reported 1H FY03/25 revenue of JPY25.2bn, a 26.5% YoY increase, and net income of JPY2.1bn.Electronic Materials segment revenue rose 29.9% YoY, driven by recovering demand for smartphones and semiconductors.Arisawa Mfg. raised its full-year forecast, projecting JPY49.2bn revenue and JPY3.2bn net income attributable to owners.

Arisawa Mfg (5208 JP): 1H FY03/25 flash update

<ul><li>Revenue for Q1 FY03/25 was JPY12.1bn (+27.2% YoY), with operating profit at JPY1.1bn and recurring profit at JPY1.3bn.</li><li>Electronic Materials segment revenue increased 32.7% YoY to JPY7.2bn, with an operating profit of JPY488mn (loss of JPY260mn in Q1 FY03/24).</li><li>Display Materials segment revenue increased 75.9% YoY to JPY1.3bn, with an operating profit of JPY515mn (+309.9% YoY).</li></ul>

Revenue for Q1 FY03/25 was JPY12.1bn (+27.2% YoY), with operating profit at JPY1.1bn and recurring profit at JPY1.3bn.Electronic Materials segment revenue increased 32.7% YoY to JPY7.2bn, with an operating profit of JPY488mn (loss of JPY260mn in Q1 FY03/24).Display Materials segment revenue increased 75.9% YoY to JPY1.3bn, with an operating profit of JPY515mn (+309.9% YoY).

Arisawa Mfg (5208 JP): Q1 FY03/25 flash update

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

<p>Shareholder proposals for AGMs in Japan are somewhat rare. Activist proposals rarer still. They only affect roughly 2% of companies with June AGMs and shareholder proposals are rarely passed, but they may reflect the pressure on a company, and when something has enough support, management may end up agreeing to it if not outright supporting it later on.</p><p>Activist fund Strategic Capital has made shareholder proposals to 6 companies (that we know of) in the past month or so, starting with <a href="https://www.smartkarma.com/entities/wakita-co-ltd" target="_blank" data-smartkarma-citation="entities:11924:1" rel="noopener">Wakita &amp; Co Ltd (8125 JP)</a> which has a May AGM, as discussed in <a href="https://www.smartkarma.com/insights/japan-activism-a-look-into-wakita-8125-jp-potential-pre-event" target="_blank" data-smartkarma-citation="insights:50034" rel="noopener">Japan Activism: A Look into Wakita (8125 JP) Potential Pre-Event</a> and <a href="https://www.smartkarma.com/entities/wakita-co-ltd" target="_blank" data-smartkarma-citation="entities:11924:1" rel="noopener">Wakita &amp; Co Ltd (8125 JP)</a> at the beginning of the month, and five more names announced on the 28th of April. </p><p>Those five names are <a href="https://www.smartkarma.com/entities/asanuma-corp" target="_blank" data-smartkarma-citation="entities:19612:1" rel="noopener">Asanuma Corp (1852 JP)</a>, <a href="https://www.smartkarma.com/entities/seikitokyu-kogyo-co-ltd" target="_blank" data-smartkarma-citation="entities:7819:1" rel="noopener">Seikitokyu Kogyo (1898 JP)</a>, <a href="https://www.smartkarma.com/entities/arisawa-mfg-co-ltd" target="_blank" data-smartkarma-citation="entities:18028:1" rel="noopener">Arisawa Mfg (5208 JP)</a>, <a href="https://www.smartkarma.com/entities/bunka-shutter-co-ltd" target="_blank" data-smartkarma-citation="entities:5903:1" rel="noopener">Bunka Shutter (5930 JP)</a>, and <a href="https://www.smartkarma.com/entities/kyokuto-boeki-kaisha-ltd" target="_blank" data-smartkarma-citation="entities:12884:1" rel="noopener">Kyokuto Boeki Kaisha (8093 JP)</a>.</p><p>This eclectic group is unified by overly strong balance sheets. In this case, "newly" emphasised net receivables.  </p><h2>First up... <a href="https://www.smartkarma.com/entities/asanuma-corp" target="_blank" data-smartkarma-citation="entities:19612:1" rel="noopener">Asanuma Corp (1852 JP)</a> </h2><hr><p><em>Activist AGM Proposals so far this year are as follows (🤖 is Japanese language, 👹 is English):</em></p><table class="table table-striped"><tbody>
<tr>
<td style="width: 36px;">Date<br>Anncd</td>
<td style="text-align: center; width: 33.6px;">Ticker</td>
<td style="width: 122.4px;">Company</td>
<td style="width: 41.6px;">AGM</td>
<td style="width: 48px;">Proposal</td>
<td style="width: 187.2px;">Proposer</td>
<td style="width: 128px;">Smartkarma Insights</td>
</tr>
<tr>
<td style="width: 36px;">15 Apr</td>
<td style="text-align: center; width: 33.6px;">8918</td>
<td style="width: 122.4px;">Land</td>
<td style="width: 41.6px;">27 May</td>
<td style="width: 48px;"><a href="http://www.land.jp/pdf/20210415154419_1.pdf" target="_blank" rel="noopener">🤖</a></td>
<td style="width: 187.2px;">An individual</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">23 Apr</td>
<td style="text-align: center; width: 33.6px;">8125</td>
<td style="width: 122.4px;">Wakita</td>
<td style="width: 41.6px;">27 May</td>
<td style="width: 48px;">
<a href="https://contents.xj-storage.jp/xcontents/81250/a6125b97/fbfe/4961/baac/116bc18b2917/140120210423498992.pdf" target="_blank" rel="noopener">🤖</a> , <a href="https://stracap.jp/english/wp-content/uploads/2021/04/To-Shareholder-of-WAKITA-CO.-LTD..pdf" target="_blank" rel="noopener">👹</a>
</td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;">
<a href="https://www.smartkarma.com/insights/japan-activism-a-look-into-wakita-8125-jp-potential-pre-event" target="_blank" rel="noopener">insight 1</a>, <a href="https://www.smartkarma.com/insights/wakita-rejects-stracap-s-shareholder-proposals" target="_blank" rel="noopener">insight 2</a>
</td>
</tr>
<tr>
<td style="width: 36px;">27 Apr</td>
<td style="text-align: center; width: 33.6px;">6815</td>
<td style="width: 122.4px;">Uniden</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;"><a href="http://www.uniden.co.jp/ir/news/dat/2021/information_20210427.pdf" target="_blank" rel="noopener">🤖</a></td>
<td style="width: 187.2px;">LIM Japan Event Master Fd</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">.1852</td>
<td style="width: 122.4px;">Asanuma</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;">
<a href="https://www.asanuma.co.jp/ir/pdf/etc/20210428k.pdf" target="_blank" rel="noopener">🤖</a> , <a href="https://stracap.jp/english/proposal/2021_asanuma" target="_blank" rel="noopener">👹</a>
</td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">8093</td>
<td style="width: 122.4px;">Kyokuto Boeki Kaisha</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;">
<a href="https://contents.xj-storage.jp/xcontents/AS01655/21124bce/241c/4a3a/8482/00305b8413e6/140120210428402431.pdf" target="_blank" rel="noopener">🤖</a> , <a href="https://stracap.jp/english/proposal/2021_kbk" target="_blank" rel="noopener">👹</a>
</td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">1898</td>
<td style="width: 122.4px;">Seikitokyu Kogyo</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;">
<a href="https://www.seikitokyu.co.jp/dev/wp-content/themes/twentysixteen/pdf/info/20210428.pdf" target="_blank" rel="noopener">🤖</a> , <a href="https://stracap.jp/english/proposal/2021_seikitokyu" target="_blank" rel="noopener">👹</a>
</td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">5208</td>
<td style="width: 122.4px;">Arisawa Mfg</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;"><a href="https://stracap.jp/english/proposal/2021_arisawa" target="_blank" rel="noopener">👹</a></td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">5930</td>
<td style="width: 122.4px;">Bunka Shutter</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;"><a href="https://stracap.jp/english/proposal/2021_bunkasutter" target="_blank" rel="noopener">👹</a></td>
<td style="width: 187.2px;">Strategic Capital</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">28 Apr</td>
<td style="text-align: center; width: 33.6px;">2327</td>
<td style="width: 122.4px;">NS Solutions</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;">
<a href="https://ssl4.eir-parts.net/doc/2327/tdnet/1958513/00.pdf" target="_blank" rel="noopener">🤖</a> , </td>
<td style="width: 187.2px;">AVI Japan Opportunity Trust PLC</td>
<td style="width: 128px;"></td>
</tr>
<tr>
<td style="width: 36px;">30 Apr</td>
<td style="text-align: center; width: 33.6px;">4295</td>
<td style="width: 122.4px;">Faith</td>
<td style="width: 41.6px;">June</td>
<td style="width: 48px;"><a href="https://www.faith.co.jp/ir/pdf/20210430_ir.pdf" target="_blank" rel="noopener">🤖</a></td>
<td style="width: 187.2px;">RMB Capital Japan Oppty Fd</td>
<td style="width: 128px;"></td>
</tr>
</tbody></table><p><br><br></p>

Shareholder proposals for AGMs in Japan are somewhat rare. Activist proposals rarer still. They only affect roughly 2% of companies with June AGMs and shareholder proposals are rarely passed, but they may reflect the pressure on a company, and when something has enough support, management may end up agreeing to it if not outright supporting it later on.Activist fund Strategic Capital has made shareholder proposals to 6 companies (that we know of) in the past month or so, starting with Wakita &amp; Co Ltd (8125 JP) which has a May AGM, as discussed in Japan Activism: A Look into Wakita (8125 JP) Potential Pre-Event and Wakita &amp; Co Ltd (8125 JP) at the beginning of the month, and five more names announced on the 28th of April. Those five names are Asanuma Corp (1852 JP), Seikitokyu Kogyo (1898 JP), Arisawa Mfg (5208 JP), Bunka Shutter (5930 JP), and Kyokuto Boeki Kaisha (8093 JP).This eclectic group is unified by overly strong balance sheets. In this case, "newly" emphasised net receivables.  First up... Asanuma Corp (1852 JP) Activist AGM Proposals so far this year are as follows (🤖 is Japanese language, 👹 is English):

Date Anncd
Ticker
Company
AGM
Proposal
Proposer
Smartkarma Insights


15 Apr
8918
Land
27 May
🤖
An individual



23 Apr
8125
Wakita
27 May

🤖 , 👹

Strategic Capital

insight 1, insight 2



27 Apr
6815
Uniden
June
🤖
LIM Japan Event Master Fd



28 Apr
.1852
Asanuma
June

🤖 , 👹

Strategic Capital



28 Apr
8093
Kyokuto Boeki Kaisha
June

🤖 , 👹

Strategic Capital



28 Apr
1898
Seikitokyu Kogyo
June

🤖 , 👹

Strategic Capital



28 Apr
5208
Arisawa Mfg
June
👹
Strategic Capital



28 Apr
5930
Bunka Shutter
June
👹
Strategic Capital



28 Apr
2327
NS Solutions
June

🤖 , 
AVI Japan Opportunity Trust PLC



30 Apr
4295
Faith
June
🤖
RMB Capital Japan Oppty Fd


  

2021 Japan AGM Activism - StraCap Proposals for Asanuma Corp (1852)

<p>Last year, 55 Japanese listed companies received shareholder proposals in the June AGM season. Of course, some of the shareholder proposals made are spurious and made for a laugh, but last year <a href="https://www.nikkei.com/article/DGXMZO60929010Z20C20A6EA1000/?s=5" target="_blank" rel="noopener">23 companies received proposals from activist investors</a>, up from 16 in June 2019.  Data collated by <a href="https://www.whitecase.com/publications/alert/japans-2020-proxy-season-results-announced" target="_blank" rel="noopener">White &amp; Case</a> in summer 2020 showed that of the 22 companies which received activist proposals (their number is different than IR Japan's), 30 proposals to those 22 companies received more than 20% of votes, and just under half (14) received 30%. </p><p>Various commentators noted that for the 2020 AGM season, the impact of COVID-19 and the fact that many meetings became virtual meetings, along with the fact that the lockdowns were of unknown effect but revenue and profit impact in the year ahead was deemed to be severe, many activist shareholders which would have proposed large buybacks as a use of excess cash may have decided to temper their request. Where they did not, often the response from management was that because of the significant potential impact of covid-19 mitigation/safety/response measures, large buybacks using up significant cash (just when Japanese corporates had pulled all available cash out of credit lines) was perhaps not wise. </p><p>Importantly, no measure among the activists shareholder measures last year gained 50% of the vote on that agenda item let alone two-thirds needed to achieve a change in the Articles of Incorporation. Such wins remain rare. However, as White &amp; Case points out, an item which <a href="https://www.smartkarma.com/entities/mizuho-financial-group-inc" target="_blank" data-smartkarma-citation="entities:219:1" rel="noopener">Mizuho Financial Group (8411 JP)</a> management had objected to in 2015, 2016, 2017 and was rejected (shareholder input on income allocation) but with significant support of 41%, 48%, and 43% respectively in those years was <em>re-suggested</em> last year by management itself where the measure received 98% approval.</p><p>Sometimes these messages get through. But importantly, they are a message because shareholders send them (see <a href="https://www.smartkarma.com/insights/japan-needs-more-cowbell" target="_blank" data-smartkarma-citation="insights:41191" rel="noopener">Japan Needs More Cowbell</a> for more thoughts on the matter). The measure proposed by the activist to Mizuho was actually an individual activist named Mitsutaka YAMAGUCHI and he held 30,000 shares, giving him the right to make the proposal.*</p><div class="content-remarks"><p>*The minimum criteria are that a shareholder hold 300 voting rights or 1.0% of shares outstanding for at least six months to be able to put a proposal to shareholders at an AGM. And based on a change in the Companies Act which should have gone into effect on March 1, the content for such shareholder proposals is restricted now to one of ten areas. </p></div><p>The deadline for such shareholder proposals is usually 8 weeks prior to the AGM which means in <em>most</em> cases for June-end AGMs, they had to be submitted by the end of April. I expect we will see a flurry of company reports of new shareholder proposals in the days ahead.</p><p><em>This insight serves as an anchor for selected insights to follow which discuss shareholder proposals on specific companies, how to get information, and follow-up where notable, from shareholder proxy services, etc. </em></p>

Last year, 55 Japanese listed companies received shareholder proposals in the June AGM season. Of course, some of the shareholder proposals made are spurious and made for a laugh, but last year 23 companies received proposals from activist investors, up from 16 in June 2019.  Data collated by White &amp; Case in summer 2020 showed that of the 22 companies which received activist proposals (their number is different than IR Japan's), 30 proposals to those 22 companies received more than 20% of votes, and just under half (14) received 30%. Various commentators noted that for the 2020 AGM season, the impact of COVID-19 and the fact that many meetings became virtual meetings, along with the fact that the lockdowns were of unknown effect but revenue and profit impact in the year ahead was deemed to be severe, many activist shareholders which would have proposed large buybacks as a use of excess cash may have decided to temper their request. Where they did not, often the response from management was that because of the significant potential impact of covid-19 mitigation/safety/response measures, large buybacks using up significant cash (just when Japanese corporates had pulled all available cash out of credit lines) was perhaps not wise. Importantly, no measure among the activists shareholder measures last year gained 50% of the vote on that agenda item let alone two-thirds needed to achieve a change in the Articles of Incorporation. Such wins remain rare. However, as White &amp; Case points out, an item which Mizuho Financial Group (8411 JP) management had objected to in 2015, 2016, 2017 and was rejected (shareholder input on income allocation) but with significant support of 41%, 48%, and 43% respectively in those years was re-suggested last year by management itself where the measure received 98% approval.Sometimes these messages get through. But importantly, they are a message because shareholders send them (see Japan Needs More Cowbell for more thoughts on the matter). The measure proposed by the activist to Mizuho was actually an individual activist named Mitsutaka YAMAGUCHI and he held 30,000 shares, giving him the right to make the proposal.**The minimum criteria are that a shareholder hold 300 voting rights or 1.0% of shares outstanding for at least six months to be able to put a proposal to shareholders at an AGM. And based on a change in the Companies Act which should have gone into effect on March 1, the content for such shareholder proposals is restricted now to one of ten areas. The deadline for such shareholder proposals is usually 8 weeks prior to the AGM which means in most cases for June-end AGMs, they had to be submitted by the end of April. I expect we will see a flurry of company reports of new shareholder proposals in the days ahead.This insight serves as an anchor for selected insights to follow which discuss shareholder proposals on specific companies, how to get information, and follow-up where notable, from shareholder proxy services, etc. 

Japan Activism:  Shareholder Proposals for the Q2 AGM Season Start Trickling In

Event-Driven

<p>Today after the close, <a href="https://www.smartkarma.com/entities/arisawa-mfg-co-ltd" target="_blank" data-smartkarma-citation="entities:18028:1" rel="noopener">Arisawa Mfg (5208 JP)</a> announced (<a href="http://www.arisawa.co.jp/jp/ir/news/data/202012021.pdf" target="_blank" rel="noopener">J-only</a>) a Partial-to-Full Tender Offer for shares of their currently 52.3%-owned (and consolidated) Taiwan-based subsidiary "We Thin Your Flex" <a href="https://www.smartkarma.com/entities/thinflex-corp" target="_blank" data-smartkarma-citation="entities:5386:1" rel="noopener">Thinflex Corp (3144 TT)</a> (website: <a href="https://www.thinflex.com.tw/" target="_blank" rel="noopener">https://www.thinflex.com.tw/</a>).</p><section class="figure"><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/176/077/original/Screenshot%202020-12-02%20at%206.04.57%20PM.png?1606903603" class="editor-image img-responsive" data-smartkarma-image-id="176077"></figure></section><p>So far there is no announcement on emops but it should be forthcoming and when it arrives it will be <a href="https://mops.twse.com.tw/mops/web/t05st01?step=1&amp;firstin=true&amp;year=107&amp;co_id=3144" target="_blank" rel="noopener">here</a>.</p><p>The deal is conditional on them getting to 70% (i.e. buying a minimum of 17.7%) but they will buy all shares tendered. The deal is also conditional on receiving regulatory approval. The Tender Offer Price announced is TWD 36.00/share, which is a relatively tiny premium of 7.1%. </p><p>It is not clear this should fly at that level. </p>

Today after the close, Arisawa Mfg (5208 JP) announced (J-only) a Partial-to-Full Tender Offer for shares of their currently 52.3%-owned (and consolidated) Taiwan-based subsidiary "We Thin Your Flex" Thinflex Corp (3144 TT) (website: https://www.thinflex.com.tw/).So far there is no announcement on emops but it should be forthcoming and when it arrives it will be here.The deal is conditional on them getting to 70% (i.e. buying a minimum of 17.7%) but they will buy all shares tendered. The deal is also conditional on receiving regulatory approval. The Tender Offer Price announced is TWD 36.00/share, which is a relatively tiny premium of 7.1%. It is not clear this should fly at that level. 

Arisawa (5208 JP) Partial Tender for ThinFlex (3144 TT)

Japan

Arisawa Mfg. Co., Ltd. processes industrial materials such as fiberglass and resin molds.  The Company's products are used as electronics, optics, and insulator materials.

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Arisawa Mfg (5208 JP)