M&A Capital Partners Co., Ltd.
Presentation Materials for the Earnings Briefing for the Nine Months Ended June 2020
Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees
July 30, 2020
Table of Contents
I | Company Overview and Strengths of the | ・・・ 2 |
Company | ||
Results for the Nine Months Ended June 2020 | ||
II | and Forecast for the Year Ending September | ・・・ 10 |
2020 | ||
III | Growth Strategy | ・・・ 21 |
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- Company Overview and Strengths of the Company
Copyright © M&A Capital Partners Co.,Ltd. All rights reserved. | 2 |
Company Overview
Trade Name | M&A Capital Partners Co., Ltd. | ||
Listed Market | Tokyo Stock Exchange First Section | (Securities Code: 6080) | |
Address | 38F, Gran Tokyo North Tower,1-9-1 Marunouchi, Chiyoda-ku, Tokyo | ||
Business | M&A-related services | ||
Content | |||
Representative | Satoru Nakamura, President and Representative Director | ||
Established | October 2005 | ||
Capital | 2,503 million yen (as of June 30, 2020) | ||
Employees | Consolidated:180 Non-consolidated: | 105 (as of June 30, 2020) | |
Affiliates | RECOF Corporation, RECOF DATA Corporation | ||
Management | Aiming to be the world's leading investment bank seeking maximum | ||
Philosophy | contributions to clients and the happiness of all employees | ||
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Business Content
Business Content
Characteristics
Business Model
M&A-related services are our main business.
Mainly business succession M&A. We propose solutions through M&A and support their realization for owner managers who have concerns about business succession.
We provide advisory services for the realization of M&A standing between the transferor (seller) and the transferee (buyer) from an independent and impartial position.
Owner of
transferred company (seller)
Successor issues
No successor
Aging president
Uncertainty about business
Shrinking domestic market Intensifying competition
M&A Capital | ||||
Partners | ||||
Provision of | (Intermediation) | Provision of | ||
advisory | advisory | |||
services | services | |||
Interim fee | Interim fee | |||
Contingency | Contingency | |||
fee | fee | |||
Transfer of shares and businesses
Payment of consideration for the transfer
Transferee |
(buyer) |
Intensifying |
competition in |
existing business |
due to shrinking |
market |
Global competition |
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We aim to be the world's leading investment bank
We aim to make the greatest contribution to clients by creating M&A deals with abundant information and an expansive network, and solving problems with the know-how we have accumulated.
Industry | |
Business | reorganization |
succession M&A | M&A |
Cross-border
CommunicationM&A
ability
Creation of a new organization and expansion of business areas for the sustainable growth of the Group
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Group Synergies
- Enhancement of matching utilizing the strong relations with clients built through reorganization of the industry
- Decrease in missed deals by improving ability to respond to complex schemes
- Absorbing M&A Capital Partners' know-how to actively expand business succession market
- Companywide improvement of earning capacity through revision of sales operations
RECOF
Increase expected
M&A Capital Partners | Outbound | ||||||
2013 | 2014 | 2015 | 2016 | marketing | Future image | ||
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The Company's Strengths 1 - (1)
Fee structure that is convincing for clients
(1) Contingency fee-based fee structure (No commencement fee or monthly fee)
Fee schedule in which clients do not bear expenses until the conclusion of a Memorandum of Understanding
Expenses Required in the Consideration Phase
The Company | M&A intermediary | Large securities | |
business A | company B | ||
Commencement fee | Free | Paid | Paid |
Calculation of | Free | Paid | Paid |
company value | |||
Monthly fee | Free | Free | Paid |
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The Company's Strengths 1 - (2)
Fee structure that is convincing for clients
- Use of fee based on share price
- Fees of an M&A intermediary company generally use the Lehman Formula (calculated by multiplying the transaction amount by a certain rate)
- The company's calculations of fees are based on the share value. This is more convincing than being based on the moving average of total assets
[Example] A company with share value of 500 million yen and
1.5 billion yen of debt
Fee Structure (Lehman Formula)
M&A Capital
Partners
Calculated
based on the
500 million yen
share value
=
Fee
25 million yen
Debt
1.5 billion yen
Share value
500 million yen
Fee is
triple the
amount
Competitors
Calculated
based on the 2
billion yen of
total assets
moved
=
Fee
75 million yen
The general Lehman Formula rates used by major financial institutions.
Transaction amount | Commission |
rate | |
Up to 500 million yen | 5% |
500 million yen up to 1 billion yen | 4% |
1 billion yen up to 5 billion yen | 3% |
5 billion yen up to 10 billion yen | 2% |
Over 10 billion yen | 1% |
e.g.) Calculation of fee when the transaction amount is 2 billion yen
500 million yen x 5% = 25 million yen
- (1 billion yen - 500 million yen x 4% = 20 million yen
- (2 billion yen - 1 billion yen x 3% = 30 million yen 75 million yen
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The Company's Strengths 2
Stable Results Making Deals
M&A Capital Partners has produced stable results making deals by focusing on "business succession M&A proposals and advice" for small and medium enterprises using share transfers or business transfers.
Through the business integration with RECOF Corporation and RECOF DATA Corporation, we will promote M&As to solve challenges like business succession, growth strategies, and industry reorganization, and will strive to become a diversified M&A group that caters to various needs.
800
700
600
500
400
300
200
100
0
686 deals
596 deals | ||||||||||||||||||||||||||||||||||||||
452 deals | ||||||||||||||||||||||||||||||||||||||
337 deals | ||||||||||||||||||||||||||||||||||||||
226 deals | ||||||||||||||||||||||||||||||||||||||
168 deals | ||||||||||||||||||||||||||||||||||||||
124 deals | ||||||||||||||||||||||||||||||||||||||
89 deals | ||||||||||||||||||||||||||||||||||||||
68 deals | ||||||||||||||||||||||||||||||||||||||
50 deals | ||||||||||||||||||||||||||||||||||||||
37 deals | ||||||||||||||||||||||||||||||||||||||
Sep 2010 | Sep 2011 | Sep 2012 | Sep 2013 | Sep 2014 | Sep 2015 | Sep 2016 | Sep 2017 | Sep 2018 | Sep 2019 | June 2020 | ||||||||||||||||||||||||||||
(Non- | (Non- | (Non- | (Non- | (Non- | (Non- | (Non- | (Consolidated) | (Consolidated) | (Consolidated) | (Consolidated) | ||||||||||||||||||||||||||||
consolidated) | consolidated) | consolidated) | consolidated) | consolidated) | consolidated) | consolidated) |
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- Results for the Nine Months Ended June 2020 and Forecast for the Year Ending September 2020
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Number of Deals Made
3Q(cumulative) | Forecast for the year | Progress for Entire Year | |
Number of deals | 90 | 172 | 52.3% |
(consolidated) |
Number of Deals Made | ||||||||||
180 | ||||||||||
170 | 172 deals | |||||||||
160 | ||||||||||
150 | 144 deals | |||||||||
140 | ||||||||||
130 | ||||||||||
120 | 115 deals | |||||||||
110 | 111 deals | |||||||||
100 | ||||||||||
90 | [3Q] | |||||||||
80 | (cumulative) | |||||||||
90 deals | ||||||||||
70 | 58 deals | |||||||||
60 | [2Q] | |||||||||
50 | 44 deals | (cumulative) | ||||||||
61 deals | ||||||||||
40 | 35 deals | |||||||||
30 | 13 deals 18 deals | 21 deals | ||||||||
20 | [1Q] | |||||||||
10 | 23 deals | |||||||||
0 | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | As of June |
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |
(Non-consolidated) | (Consolidated) |
- -15.9%Year-on-year
- Some deals fell behind schedule due to the impact of novel coronavirus, and results did not reach previous-year levels.
[Non-consolidated]
M&A Capital Partners 72 deals (-24.2 % year-on-year)
RECOF 18 deals
(+50.0 % year-on-year)
- Meanwhile, the number of deals handled (non- consolidated) decreased rapidly to 229 until after the Golden Week holidays from the end of April to the beginning of May due to the impact of novel coronavirus, but quickly recovered to 272 (+13.8% year-on-year) due to strengthening of sales activities after the lifting of the state of emergency.
- We plan to make up lost ground in 4Q to reach our target for the whole year.
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Earnings Highlights (Consolidated)
Earnings for the Nine Months Ended March 2020 (Consolidated)
Net sales Ordinary income Number of deals Number of consultants
8,375 million yen
3,520 million yen
90 deals
135
(-15.5%year-on-year)(-25.4%year-on-year)(-15.9%year-on-year) (+18 year-on-year)
- Some deals were delayed compared to the anticipated schedule due to the impact of novel coronavirus, which caused results to fall below previous-year levels.
- 14 large deals closed (-33.3%year-on-year)
- Meanwhile, advances received,* which is a reference indicator for back orders, accumulated steadily to a record level of 550 million yen (+62.5% year-on-year).
- We will continue to focus on the impact of novel coronavirus going forward, but plan to make up lost ground in 4Q to reach our target for the whole year.
*Advances received: consists mainly of the total of interim payments (10% of fees) received when a Memorandum of Understanding is concluded
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Earnings Highlights (Non-consolidated)
Earnings for the Nine Months Ended March 2020 (Non-consolidated)
M&A Capital Partners | RECOF | |||
Year-on-year | Year-on-year | |||
Change | Change | |||
Net sales | 6,917 million yen | -21.5% | 1,427 million yen | +45.1% |
Ordinary income | 3,281 million yen | -32.0% | 390 million yen | +424.6% |
Number of deals | 72 | -24.2% | 18 | +50.0% |
Number of consultants | 86 | +14 | 49 | +4 |
- Some deals were delayed compared to the anticipated schedule due to the impact of novel coronavirus, which caused results to fall below previous-year levels.
- 11 large deals closed (-42.1%year-on-year)
- Results significantly exceeded previous- year levels due to the impact of novel coronavirus being kept to a minimum and the number of deals increasing year-on- year.
- 3 large deals closed (+50% year-on-year)
- Because non-consolidated information is shown, consolidated amortization of goodwill (169 million yen) due to business integration is not included.
- We have omitted listing Group companies of relatively low importance.
- The figures for RECOF are consolidated figures including RECOF Vietnam Co., Ltd.
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Number of Deals Handled (Non-consolidated)
Number of Deals Handled (Non-consolidated)
Units : Deals Number of Deals Handled (Non-consolidated)
300
274 273 272
250 | 239 | |||||
200 | 214 | 220 | 224 | 228 | 226 | |
197 |
172 175
150 127 139 155 149
100 109
50 | |||||||||||||||||
0 | |||||||||||||||||
Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | |
ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | ended | |
Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | |
2016 | 2016 | 2016 | 2017 | 2017 | 2017 | 2017 | 2018 | 2018 | 2018 | 2018 | 2019 | 2019 | 2019 | 2019 | 2020 | 2020 |
Number of Deals Handled (Non-consolidated)
- The number of deals handled (non-consolidated) decreased rapidly to 229 until after Golden Week due to the impact of novel coronavirus, but quickly recovered to 272 (+13.8% year-on-year) due to strengthening of sales activities after the lifting of the state of emergency.
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Changes in Earnings
(consolidated) | 3Q | Forecast for the year | Progress for Entire Year | Units: Millions of yen | |||||
Net sales | 8,375 | 13,706 | 61.1% | ||||||
Ordinary income | 3,520 | 5,905 | 59.6% | ||||||
Net sales | Ordinary income | ||||||||
14,000 | 6,000 | ||||||||||
13,000 | Units: Millions of yen | 12,592 | |||||||||
12,000 | Forecast for the year | 13,706 | |||||||||
11,000 | 5,000 | ||||||||||
10,000 | |||||||||||
9,000 | 8,337 | 8,018 | 4,000 | ||||||||
8,000 | [3Q] | ||||||||||
7,000 | (cumulative) | ||||||||||
8,375 | 3,000 | ||||||||||
6,000 | |||||||||||
5,000 | [2Q] | ||||||||||
3,755 | (cumulative) | 2,000 | |||||||||
4,000 | 5,654 | ||||||||||
2,847 | |||||||||||
3,000 | |||||||||||
1,000 | |||||||||||
2,000 | 571 1,073 1,157 | 1,667 | |||||||||
1,000 | [1Q] | ||||||||||
0 | 1,295 | 0 | |||||||||
YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | The Nine | ||
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | Months | ||
Ended | |||||||||||
June 2020 | |||||||||||
(Non-consolidated) | (Consolidated) |
Units: Millions of yen | 5,855 | ||||
5,905 | |||||
Forecast for the year | |||||
Ordinary income ratio | |||||
53.8% | 51.9% | 48.5% | 53.5%49.6% | 43.3% | 46.5%42.0% |
45.9% | |||||
39.4% |
3,612
3,160 | [3Q] | ||||||||
(cumulative) | |||||||||
3,520 | |||||||||
1,860 | |||||||||
1,524 | [2Q] | ||||||||
(cumulative) | |||||||||
577 | 600 | 808 | 2,386 | ||||||
[1Q] | |||||||||
262 | |||||||||
115 | |||||||||
YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | YE Sep | The Nine |
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | Months |
Ended | |||||||||
June 2020 |
(Non-consolidated)(Consolidated)
- In the previous fiscal year, net sales had increased more than tenfold over the six years since the year of application for listing (year ended September 30, 2013).
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Countermeasures for dealing with the spread of novel coronavirus
Implemented the following countermeasures for business continuity
- Encouraged those feeling unwell to take time off
- Introduced thorough regimen of washing hands, using alcohol-based disinfectants, and wearing masks
- Strengthened teleworking by working from home (progressively reverting to normal work from June)
- Began new, free consultation service that does not require face-to-face meetings (email, telephone, video conferencing)
- Held M&A seminars as webinars
- Utilized satellite office
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Impact of spread of novel coronavirus
We have left full-term results forecasts unchanged, but we are focusing on the impact of novel coronavirus going forward.
- Refraining from new sales activities and switching to working from home has had an impact on the handling of some deals.
- Due to the uncertainty regarding the results outlook for transferred companies, and other factors, some deals have fallen behind schedule, which caused results to fall below previous-year levels.
- However, we plan to make up lost ground in 4Q and our results forecasts for the fiscal year ending September 30, 2020 are unchanged because we have accumulated ample deals handled and the advances received that are a reference indicator for back orders also reached a record level.
- We will continue to focus on the impact of novel coronavirus going forward, and promptly disclose any significant impact on results.
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Overview of Statements of Income (Consolidated)
(Units: millions of yen, second line is composition ratio)
Nine Months Ended | Nine Months Ended June 2020 | Forecast for the | |||||
Year-on-year | Overview of | Year Ending | |||||
June 2019 | |||||||
September 2020 | |||||||
Change | Performance | ||||||
Net sales | 9,916 | 8,375 | -15.5% | | Fell below previous-year levels due | 13,706 | |
(100.0%) | (100.0%) | to the impact of novel coronavirus. | (100.0%) | ||||
Gross profit | 6,606 | 5,715 | -13.5% | | Impact of reduced | ||
(66.6%) | (68.2%) | revenue | |||||
SG&A | 1,886 | 2,193 | +16.3% | | Advertising expenses +97 | ||
(19.0%) | (26.2%) | | Rents +39 | ||||
Operating income | 4,720 | 3,521 | -25.4% | | Impact of reduced | 5,900 | |
(47.6%) | (42.0%) | revenue | (43.0%) | ||||
Ordinary income | 4,720 | 3,520 | -25.4% | 5,905 | |||
(47.6%) | (42.0%) | (43.1%) | |||||
Net income | 3,159 | 2,319 | -26.6% | 4,054 | |||
(31.9%) | (27.7%) | (29.6%) | |||||
Number of deals | 107 | 90 | -15.9% | | Fell below previous-year levels due | 172 | |
made | to the impact of novel coronavirus. | ||||||
Employees | 158 | 180 | +13.9% | ||||
18 | |||||||
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Overview of Balance Sheets (Consolidated)
(単位:百万円、下段は構成比) | ||||||
September 30, | June 30, 2020 | |||||
2019 | Change | Main Factors Causing Change | ||||
Current assets | 18,627 | 19,356 | + 729 | Cash and deposits: +1,027 | ||
(88.1%) | (89.7%) | |||||
Noncurrent | 2,504 | 2,215 | - 289 | Deferred tax assets -120 | ||
Goodwill: -145 (Amortization of | ||||||
assets | (11.9%) | (10.3%) | goodwill) | |||
Total assets | 21,131 | 21,571 | + 440 | |||
(100.0%) | (100.0%) | |||||
Current | 3,714 | 1,806 | - 1,907 | Income taxes payable -1,581 | ||
liabilities | (17.6%) | (8.4%) | ||||
Noncurrent | 212 | 225 | + 13 | |||
liabilities | (1.0%) | (1.0%) | ||||
Total liabilities | 3,926 | 2,031 | - 1,894 | |||
(18.6%) | (9.4%) | |||||
Total net assets | 17,205 | 19,540 | + 2,334 | Retained earnings +2,319 | ||
(81.4%) | (90.6%) | |||||
Total liabilities | 21,131 | 21,571 | + 440 | |||
and net assets | (100.0%) | (100.0%) | ||||
19 | ||||||
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Market Capitalization
Market Capitalization
Units: 100 million yen
Market capitalization
1,800 | ||||||
1,600 | ||||||
1,400 | ||||||
1,200 | ||||||
1,000 | ||||||
800 | ||||||
600 | ||||||
400 | ||||||
200 | ||||||
0 | ||||||
2013/9/1 | 2014/9/1 | 2015/9/1 | 2016/9/1 | 2017/9/1 | 2018/9/1 | 2019/9/1 |
- Market capitalization has increased approximately sixfold over the nine years since listing (November 2013).
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- Growth Strategy
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Three-year Plan 1 : Number of Deals (Consolidated)
Three-year Plan for Number of Deals (Year Ending September 2020 to Year Ending September 2022)
M&A Capital Partners | RECOF | ||||
260 | 244 | ||||
240 | |||||
28 | |||||
220 | |||||
205 | |||||
200 | 25 | ||||
180 | 172 | ||||
160 | 144 | 22 | |||
140 | |||||
19 | |||||
120 | 216 | ||||
100 | |||||
180 | |||||
80 | |||||
150 | |||||
125 | |||||
60 | |||||
40 | |||||
20 | |||||
0 | YE Sep 2019 | YE Sep 2020 | YE Sep 2021 | YE Sep 2022 | |
Result | Target | Target | Target |
[Number of Deals]
Average increase of 20% per year
Average increase of 10% per year
will be maintained in each company.
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Three-year Plan 2 Number of Consultants (Consolidated)
Three-year Plan for Number of Consultants (Year Ending September 2020 to Year Ending September 2022)
M&A Capital Partners | RECOF | |||
240 | ||||
220 | 214 | |||
200 | ||||
180 | 178 | 58 | ||
160 | 148 | 53 | ||
140 | ||||
126 | ||||
48 | ||||
120 | ||||
100 | 46 | |||
80 | 156 | |||
60 | 100 | 125 | ||
40 | 80 | |||
20 | ||||
0 | YE Sep 2019 YE Sep 2020 YE Sep 2021 YE Sep 2022 | |||
Results | Target | Target | Target |
[Number of Consultants]
Average increase of 25% per year
<RECOF>
Average increase of 10% per year
will be maintained in each company.
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Growth Strategy (Non-consolidated)
- Increase number of deals made, maintaining an average increase of 20% per year (Non-consolidated)
- Continue hiring consultants, maintaining an average increase of 25% per year (Non-consolidated)
- Increase and cultivate target industries for M&A intermediary business
- Strengthening of reactionary sales (TV commercials, referrals, seminars, web, etc.)
Growth through reactionary sales
Growth through direct- proposal sales
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Strengthening of Reactionary Sales 1
[TBS network "Houdo Tokushu"]
- Began airing on "Houdo Tokushu" on TBS's national network from October 2019.
[TV Tokyo network "World Business Satellite"]
- Continued airing from August 2018.
- Additional commercial produced from October 2019.
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Strengthening of Reactionary Sales 2
[Start of partnership with Mizuho Bank (from August 2019)]
- Conclusion of business alliance agreement between Mizuho Bank and the Company to strengthen support for business succession needs of small and medium-sizedcompanies.
- Mizuho Bank refers small and medium-sized companies with needs for business succession through M&A to the Company, which will provide detailed services to meet the succession needs of small and medium- sized companies expected to expand and diversify in future.
[Strengthening ties with tax accountants, accountants, local banks and securities companies]
- Actively promoted strengthening of ties with local banks in the year ended September 30, 2019.
- Also continued to strengthen ties with tax accountants, accountants and securities companies.
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Strengthening of Reactionary Sales 3
[Continuation of M&A Seminars]
- We will hold M&A seminars as webinars for the present time in response to the spread of novel coronavirus.
[Continued to strengthen measures for increase in inquiries from website]
- Web advertising
- SEO measures (maintaining high rank in Web searches)
- Renewal of website
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Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees
The plans, forecasts and strategies, etc. contained in these materials are forecasts on future performance based on information available at the time the materials were prepared, and these include inherent risk and uncertainty. Actual performance may differ from forecasts and predictions due to such risk and uncertainty.
Information considered useful for explaining our business environment has been provided in these materials. The results in the data may vary depending on the method or timing of the survey.
Information within these materials on other topics besides the Company is quoted from published information and other sources. As such, the accuracy, appropriateness, etc. of the information has not been verified, nor are any guarantees provided thereof.
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M&A Capital Partners Co. Ltd. published this content on 14 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2020 07:02:18 UTC