June 6th, 2025
Company name: AEON Financial Service Co., Ltd. Name of representative: Tomoharu Fukayama, President and CEO
(Securities code: 8570 Prime Market)
Inquiries: Tomoyuki M itsufuji, Director and Managing Executive Officer (Tel: +81 3 5281 2027)
Discovery of inappropriate accounting transactions prior to the acquisition of equity purchasing regarding Post and Telecommunication Finance Company Limited ("PTF") (Vietnam) that has become the consolidated subsidiaryAEON Financial Service Co., Ltd. (the "Company") discovered that the disclosed accounting information prior to the conclusion of the agreement includes significantly diverging from reality regarding the equity transfer agreement ("Equity Transfer Agreement") for PTF, a Vietnamese finance company, which was concluded with Southeast Asia Commercial Joint Stock Bank ("SeABank") in October 2023. For this reason, the Company hereby announces that the Company has notified SeABank the claim being the Equity Transfer Agreement is invalid.
The Company has so far positioned Vietnam, which is expected economic growth from now on, as an important country in our overseas strategy, and have been aiming that the people's rich life by enhancing financial services that are closely related to daily lives of customers. As announced in the "Notice regarding the Agreement to Acquire Equity Interests (Subsidiary) of Post and Telecommunication Finance Company Limited" dated October 20th, 2023, we have been negotiating in good faith with SeABank to acquire equity in PTF and completed the acquisition of equity interests from SeABank on February 3rd, 2025, making PTF a consolidated subsidiary.
However, in the process of conducting PM I (Post Merger Integration, a business integration process that includes the post-consolidation management, operations, systems, organizational culture, etc.) with PTF, it was discovered that inappropriate accounting transactions had been carried out prior to the acquisition of the equity. In response to the situation, we immediately investigated the fact with the advice of a local external lawyer, and on June 6th 2025, the Company have asserted against SeABank that Equity Transfer Agreement was invalid.
The Company will, going forward, strongly demand thorough investigation of the facts, cooperation with relevant authorities, implementation of legal procedures which is required under Vietnamese Law to invalidate Equity Transfer Agreement, the return of the expenses incurred in concluding the equity transfer agreement, compensation for damages and the pursuitof legal liability against SeABank and its directors and other related parties. The Company's businesses in Vietnam are committed to continuing to contribute to improving the lives of customers.
The details of this ma ter and its impact on our business performance are currently being examined, and we will provide announcements as soon as the matters that need to be newly disclosed are determined.
(Reference) Overview of PTF (As of February 3rd, 2025, Japanese Yen： 1 Vietnamese Dong＝0.0061 Yen)
(1) Name Post and Telecommunication Finance Company Limited
(2) Location No. 3, Dang Thai Than, Hoan Kiem, Hanoi
(3) Title and name of representative Tomoharu Fukayama, Chairman of the Members'Council
(4) Business description Finance industry
(5) Capital 1,550,000 million Vietnamese Dong Approx. 9,400 million Yen
(6) Date of establishment 1998
(7) M ajor shareholders and holding ratio AEON Financial Service Co., Ltd. 100%
(8) Acquisition price 4,300,000 million Vietnamese Dong Approx. 26,200 million Yen
(9) Date of transfer of ownership February 3rd, 2025
(Reference)
October 20th, 2023
"Notice regarding Conclusion of Agreement on Acquisition of Capital Contribution at Post and Telecommunication Finance Company Limited (Subsidiary Company)"
February 4th, 2025
"Notice regarding Completion of Acquisition of Capital Contribution at Post and Telecommunication Finance Company Limited Company Limited (Subsidiary Company)"