\r\nTENOX CORPORATION (the \u201cCompany\u201d) hereby announces that, at the meeting held on December 23, 2025, the Board of Directors of the Company resolved to enter into a capital and business alliance with Japan Home Shield Corporation (\u201cJHS\u201d), to subscribe for shares to be issued by JHS through a third-party allotment, and to acquire a portion of JHS\u2019s shares from MCP5 Investment Limited Partnership (\u201cMCP5\u201d), the largest shareholder of JHS. Accordingly, on the same date, the Company entered into a Business Alliance Agreement with JHS and a Share Transfer Agreement with MCP5.<\/p>\r\n
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1\uff0eReasons for the capital and business alliance<\/p>\r\n
Since its foundation in 1970, the Company has been engaged in the construction business as a leading company in the foundation construction industry , contributing to the development of social infrastructure through reliable quality and services. Through these activities, the Company provides \u201csafety\u201d and \u201cpeace of mind\u201d to all people who use various architectural and civil engineering structures. 2\uff0eDetails of the business alliance and related matters<\/p>\r\n (1) Details of the business alliance<\/p>\r\n (\u2170) Development and deployment of foundation construction methods for detached houses utilizing the Company\u2019s technologies<\/p>\r\n Recent years have seen growing concerns over strong earthquakes that lead to the failure of residential ground conditions and thereby cause significant damage, as evidenced by the Noto Peninsula Earthquake. As a result, the enhancement of the seismic performance of residential foundations has become an urgent issue. The Company aims to improve earthquake resilience and minimize potential damage by developing highly earthquake-resistant foundation construction methods for residential housing using its advanced foundation technologies and offering these methods to the customer base of JHS, the No.12<\/sup> company in the ground investigation and analysis industry (\u2171)\tSolution development through mutual data utilization<\/p>\r\n By combining its more than 40,000 detailed ground investigation and construction records with JHS\u2019s ground investigation data, which is based on a cumulative track record of 2.4 million ground investigations to date and continues to grow by about 100,000 new records annually, the Company can build a highly specialized database that other companies cannot easily replicate. Based on this vast dataset, the Company will develop new digital solution technologies leveraging ground analysis, AI, and BIS\/SIM technologies, and provide a platform capable of responding swiftly and accurately to customer expectations.<\/p>\r\n (\u2172) Mutual utilization of customer bases<\/p>\r\n The Company and JHS, as leading players in the foundation construction, ground investigation, analysis and warranty, and building inspection and assessment businesses, each possesses a strong customer base. By integrating and offering the other party\u2019s technologies and business models to each company\u2019s customer base, both companies seek to further enhance their businesses.<\/p>\r\n (\u2173)\tOverseas expansion<\/p>\r\n By introducing the Company\u2019s and JHS\u2019s business models, honed in the highly demanding Japanese market where standards are strict and customer expectations are high, into growing overseas markets, the Company aims to embark on a new growth trajectory while broadly providing \u201csafety,\u201d \u201cpeace of mind,\u201d and a \u201cfulfilling lifestyle\u201d to stakeholders in these markets. (2) Details of the capital alliance<\/p>\r\n Through the subscription for shares issued through a third-party allotment, the Company will acquire 89,500 shares of common stock of JHS. The Company will also obtain additional shares of common stock from MCP5, the largest shareholder of JHS, in a private transaction pursuant to a share transfer agreement entered into today between the Company and MCP5.<\/p>\r\n (\u2170) Subscription for shares issued through a third-party allotment<\/p>
\r\nSince its establishment in 19901<\/sup>, JHS has operated under the mission of eliminating unforeseen risks in housing and supporting safe and enriched living . Based on this mission, JHS provides a comprehensive range of services, including ground investigation and analysis, building inspections, structural design, and digital solutions.
\r\nThe construction industry is facing a host of structural challenges, including labor shortages, the aging of skilled construction workers, and rising labor and construction material costs. Through collaboration with JHS, which holds the leading share in the ground investigation market for wooden detached houses, the Company expects to mutually leverage and complement the human resources, technologies, expertise, and facilities of both companies as well as other management resources and assets. The collaboration is expected to generate added value that cannot be achieved by either company alone and enhance the corporate value of both companies.
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\r\n1<\/sup> On April 1, 2022, CI04 (an acquisition SPC that was the parent company of JHS prior to the merger) merged with JHS, with CI04 as the surviving company, and subsequently changed its corporate name to Japan Home Shield Corporation<\/p>\r\n
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\r\n2<\/sup> Ranking is based on the number of ground investigation and analysis cases for housing starts in Japan in FY2022, covering wooden houses (owner-occupied or subdivided) and prefabricated houses (steel frame or reinforced concrete) (according to JHS, as of September 2023)<\/p>\r\n
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