4 Nov 2008 10:07
October 31, 2008
To all stakeholders
Company name: SFCG Co., Ltd.
Representative Officer: Kenshin Oshima
Chairman and CEO
(Security code: 8597, 1st section of Tokyo Stock Exchange)
Enquiry: Toshihiro Takeshita
Director and General Manager
Accounting Division
TEL +813-3270-4177 (03-3270-4177)
Information Concerning Parent Company, Etc.
Name, etc. of parent company, etc.
(as of July 31, 2008)
| Parent company, etc. | Category | Ownership of voting rights by parent company, etc. (%) | Securities exchange where shares of parent company, etc. are listed |
| KE Holdings Co., Ltd. | Parent company | 44.53% | Not listed |
2. Name of parent company, etc. with greatest influence on SFCG and reason
| Name | Reason |
| KE Holdings Co., Ltd. | KE Holdings directly owns 44.53% of the voting rights of SFCG, has personnel relationships with SFCG including shared directors, and is believed to control the decision-making units of SFCG. |
3. Position of SFCG within corporate group of parent company, etc. and other relationships between SFCG and parent company, etc.
(1) Position of SFCG within corporate group of parent company, etc. and business, personnel and equity relationships with parent company, etc. and its group companies
KE Holdings Co., Ltd. was the effective parent company of SFCG, owning 44.53% of the voting rights of SFCG in relation to shares outstanding as of July 31, 2008. On this date, two of the six directors of SFCG also served as directors of KE Holdings. The purpose of sharing directors is to use the extensive experience of these two individuals to strengthen the operations of SFCG. In addition, SFCG has close business ties with the parent company, including the outsourcing of tasks involving management. However, the amounts of these parent company transactions are negligible in relation to SFCG's consolidated operating revenue and payments to external vendors.
Names of the two individuals serving as directors of KE Holdings and SFCG and their primary positions within the SFCG Group are as follows.
(Shared directors)
(as of July 31, 2008)
| Title | Name | Title at KE Holdings or its group | Reason for election as a director |
| Representative director | Kenshin Oshima | Representative director and director | To strengthen management |
| Director | Wataru Kikuchi | Representative director and director | To strengthen management |
(2) Restrictions, risks and benefits from membership in corporate group of parent company, etc.; effects on SFCG's management and business activities from business, personnel and equity relationships with parent company, etc. and its group companies
There are no restrictions imposed by the parent company with regard to SFCG's business activities. But SFCG believes that the receipt of know-how and advice from the parent company concerning management and administrative matters is useful for establishing sound internal management systems.
(3) Thinking and actions concerning need to maintain a certain degree of autonomy from parent company, etc. in consideration of restrictions, risks and benefits from membership in corporate group of parent company, etc. and the effects on SFCG's management and business activities from business, personnel and equity relationships with parent company, etc. and its group companies
SFCG plans to conduct business activities while maintaining a cooperative relationship with KE Holdings. However, SFCG conducts business activities independently based on its own management policies and strategies. Moreover, SFCG believes that KE Holdings has no influence on its management or business activities because the two companies operate in different business fields.
(4) Status of maintaining autonomy from KE Holdings
There are no items concerning business activities that require the approval of the KE Holdings. SFCG does business based on its own management policies and strategies. Furthermore, the inclusion of KE Holdings directors in the SFCG board of directors does not prevent SFCG from reaching management decisions on its own. Therefore, SFCG believes that it is maintaining a certain degree of autonomy. In addition, SFCG has external corporate auditors in order to further increase the autonomy of the SFCG Group.
4. Information concerning relationship with parent company, etc.
(as of July 31, 2008)
| Category | Parent company |
| Name of parent company, etc. | KE Holdings Co., Ltd. |
| Location | Chuo-ku, Tokyo |
| Capital (million yen) | 100 |
| Business activities or industry | Oversight of subsidiaries, real estate leasing |
| Ownership of SFCG voting rights (%) | 44.53% |
| Relationship with SFCG: Shared directors Business relationship | 2 Business process outsourcing, etc. |
| Business activities | Outsourcing of business processes Management and administration |
| Amount of transactions (million yen) | 180 |
| Account | Accrued expenses |
| Account balance at end of period (million yen) | 5 |
Notes:
1. Amount of transactions and balance at end of period do not include consumption tax.
2. Transaction terms and method for determining terms
Prices and other transaction terms are the same as those used for transactions with companies with which SFCG has no relationship.