Notice Concerning Conclusion of Sponsor Agreement and Decision to Refer Proposed Reorganization Plan

April 20, 2026
To all parties concerned Reorganization Company Nakagawa Kikaku Kensetsu K.K. Trustee Attorney Daichi Takagi

　Nakagawa Kikaku Kensetsu Kabushiki Kaisha (the "Company"), a reorganized company, has been carrying out reorganization proceedings with the cooperation of everyone concerned. (the "Company") received a decision from the Osaka District Court on October 9, 2025 to commence reorganization proceedings, and has been carrying out the reorganization proceedings with the cooperation of all parties concerned.
　In this regard, as reported in the "Notice of Selection of Sponsor Company" dated December 1, 2025, the Company has been in contact with the Regional Mirai Group, Inc. (Address: 1-2-21, Shirogane 1-chome, Chuo-ku, Fukuoka City, Fukuoka) to enter into a basic agreement (the "Basic Agreement") to start specific discussions as a candidate sponsor of the Company. The Company had concluded a letter of intent (the "Memorandum of Understanding") with the Regional Mirai Group (hereinafter referred to as the "Regional Mirai Group") to start specific discussions as a potential sponsor of the Company, and the Group had provided the Company with credit support, financial support and other specific support necessary to maintain relationships with all of its business partners.
　During this period, we have held a series of discussions with the Regional Mirai Group regarding specific methods of sponsor support based on the Memorandum of Understanding, and we are pleased to announce that we have reached the conclusion of a sponsor agreement as of March 19, 2026.
　On March 23, 2026, we submitted a proposed reorganization plan to the court, and on April 14, we received a decision to refer the proposed reorganization plan to the court for resolution (decision to refer to the court for resolution).
　We would like to make repayments to our creditors in accordance with the reorganization plan upon the approval of the reorganization plan. We would appreciate your understanding of the contents of the proposed reorganization plan and would appreciate it if you would consider voting in favor of it.
　The main points of the proposed reorganization plan are as follows. For a summary of the proposed reorganization plan and future schedule, please refer to the following paragraphs.



The main points of the proposed reorganization plan
○ Through an absorption-type demerger, the Company will transfer its construction, civil engineering, building management, and janitorial services businesses to Kowa Nitto Construction, an affiliate of the Regional Mirai Group. In addition, by means of an incorporation-type company split, the education business will be transferred to Cosmos Group Inc. and all shares of Cosmos Group Inc. will be transferred to the Regional Mirai Group.
To join under the umbrella of the Regional Mirai Group, which has a strong track record, technical capabilities, and knowledge of construction management in the construction and civil engineering fields, as well as stable relationships with subcontractors, and is expanding its business nationwide based in the Kyushu region, and to receive support from the company to ensure stable operations and increase its corporate value. The basic policy of the reorganization plan is to reorganize the business to be succeeded to by the Company.

The number of confirmed general reorganization claims at the time of the decision to submit the reorganization plan is 440, and the amount of confirmed general reorganization claims (excluding consensually-subordinated reorganization claims) is approximately 21,230,380,000 yen (with other secured reorganization claims, priority reorganization claims, and common benefit claims).
The number of unsettled reorganization claims at the time of the decision to submit the reorganization plan is 18, and the amount of unsettled general reorganization claims (excluding consensually-subordinated The amount of unsettled general reorganization claims (excluding consensually-subordinated reorganization claims) is approximately 19,442.41 million yen (with other unsettled secured reorganization claims).

The first payment and second payment will be made to general reorganization claims. The first payment will be made by the end of the month in which six months have passed from the date of the confirmation of the reorganization plan, in an amount equivalent to (1) 100% of the reorganization claims for the portion of 100,000 yen or less and (2) 9% of the reorganization claims for the portion exceeding 100,000 yen. The second repayment shall be made when the amount of all reorganization claims, etc. has been determined, all assets held by the reorganized company have been realized and collected, and the repayment resource has been secured by deducting common benefit claims, etc. from cash and deposits at that time, and the remaining amount shall be discharged at the time of the second repayment (if court approval is obtained for not making the second repayment). (In cases where the Trustees have obtained court approval for not making the second payment, the remaining amount will be discharged on the date on which the Trustees send a notice to general reorganization creditors that the second payment will not be made). (iii) The reorganization plan shall be approved by the court.

○On the date of the decision to approve the reorganization plan, all outstanding shares will be acquired for no consideration, and on the same date, one share of treasury stock will be disposed of with the Trustees as the sole allottee.



Summary of the proposed reorganization plan
1 Background to the Submission of the Proposed Reorganization Plan
1 Decision to Commence Reorganization Proceedings
Nakagawa Kikaku Kensetsu Kabushiki Kaisha (the "Reorganized Company"), a reorganized company (the "Reorganized Company") filed a petition for commencement of reorganization proceedings with the Osaka District Court on October 9, 2025, due to the deterioration of its cash flow caused by an increase in various expenses arising from its renewable energy business, and an order for commencement of reorganization proceedings was issued on October 20, 2025.
　　　Daichi Takagi, attorney-at-law representing the petitioner, was appointed as trustee, and the trustee is proceeding with the reorganization proceedings by organizing a team of 15 trustee representatives.
　　　In this reorganization proceeding, Tomohiro Kitano, attorney-at-law, was appointed as a member of the investigative committee in connection with the petition for commencement of the reorganization proceedings.
　2 Filing and Investigation of Reorganization Claims, etc.
In this reorganization proceeding, we conducted a quick and efficient claim investigation of filed claims by comparing internal management data with invoices, etc. received from each creditor.
　　　The amount of general reorganization claims determined as a result of the claims investigation is approximately 21,230,380,000 yen.
　3 Status of Sponsor Selection, etc.
In selecting a sponsor, since it was extremely necessary to select a sponsor at an early stage in order to quickly restore and supplement external credit and stabilize cash flow, we obtained court approval and engaged Long Black Partners Ltd. Ltd. as financial advisor and initiated fair and appropriate sponsor selection procedures. Immediately after the issuance of the Temporary Restraining Order, we immediately solicited sponsors, and after going through the primary and secondary bidding procedures, we entered into an agreement with Regional Mirai Group, Inc. (hereinafter referred to as "Regional Mirai Group"), and entered into a basic sponsorship agreement with the company on November 28, 2007. Since then, the company has received specific support, including financial support based on a loan agreement dated March 10, 2026.
　　　The reorganized company held discussions with the Regional Mirai Group and, with court approval, entered into a sponsorship agreement on March 19, 2026. A summary of the agreement is as follows.
　　　　(i) The Reorganized Company shall transfer all of its businesses, except for the Renewable Energy Business, to the Regional Mirai Group or its affiliated companies through corporate separation and share transfer.
　　　　The total consideration for (i) shall be 5.1 billion yen.
(iii) The total amount of consideration referred to in (ii) shall be determined such that: (a) the total amount of distributions under the Reorganization Plan to general reorganization claims, common benefit claims (excluding assumed liabilities), reorganization secured claims (excluding those secured by assets other than the assumed assets), and preferred claims shall not be less than 5.1 billion yen; and (b) the total amount of distributions to general reorganization claims shall be a reasonable amount that satisfies the "best-interest-of-creditors" principle (ensuring that distributions exceed the estimated liquidation dividend rate reasonably calculated on the assumption that common benefit claims, reorganization secured claims, and preferred claims are paid in full). If the total amount is found not to satisfy these criteria, the total amount of consideration referred to in (ii) shall be adjusted.
　　　　(iv) Regional Mirai Group and its affiliated companies shall make their utmost efforts to operate the business subject to succession on the premise that the business subject to succession will continue, and shall continue employment of the reorganized company's employees, contract employees, part-time workers, and other persons engaged in the reorganized company as of the date of business succession, under employment conditions no lower than those in effect on the date of business succession. The employment conditions of employees, contract workers, part-time workers, and other employees of the Reorganized Company as of the date of succession shall be no less than those as of the date of succession.
　　　　(5) The Regional Mirai Group will provide loans to the reorganized company up to a total of 4.2 billion yen to support the working capital needs of the reorganized company. However, the maximum loan amount may be increased upon consultation if there is a reasonable reason, such as an increase in working capital due to new construction orders.
　　　　(vi) Loan agreements and sponsor agreements shall become effective as of the date of such permission, subject to the condition that the court's permission is obtained.
　4 Investigation of Improper Accounting
The Trustees have examined the financial statements and books and documents, as well as interviewed the accounting staff, and have found the existence of improper accounting treatment to date.
　　　Since the inappropriate accounting affected the profit and loss of prior periods, the Company intends to take necessary measures such as requesting reassessment.
　5 Investigation of management responsibility, etc.
After the decision to commence reorganization proceedings, the trustees conducted an investigation into the inappropriate accounting described in 4 above by examining accounting books and other related documents and holding hearings with related parties, and are currently continuing the necessary investigation to clarify the actual situation.
　　　In addition to the investigation of inappropriate accounting, the company intends to take appropriate measures after conducting necessary investigations regarding the appropriateness of management responsibility of other directors and officers.


The status of assets and liabilities of the company after the valuation of assets as of October 20, 2025 (the date of the decision to commence reorganization proceedings and the record date) is as follows.
　
　Total assets 7,835,242,972 yen
Total liabilities 25,928,054,066 yen
Common benefit claims 2,221,638,580 yen
Secured reorganization claims 436,816,360 yen
Preferred reorganization claims 312,458,896 yen
General reorganization claims 22,911,246,432 yen
Post commencement repayment small claims 45,893,. 797 yen

　On the other hand, as of October 20, 2025 (the date of the decision to commence reorganization proceedings and the base date), the liquidation dividend rate was 4.87%, which was calculated based on the estimated amount of confirmed reorganization claims, based on an evaluation of assets on the assumption that the company would be liquidated.

Third Outline of Reorganization Plan
The reorganized company will transfer its construction, civil engineering, building management and cleaning management businesses to Kowa Nitto Construction Corporation, an affiliate of the Regional Mirai Group, by means of an absorption-type demerger. In addition, by means of an incorporation-type company split, the education business will be transferred to Cosmos Group Corporation, and all shares of the company will be transferred to the Regional Mirai Group.
　To join under the umbrella of the Regional Mirai Group, which has a strong track record, technical capabilities, and knowledge of construction management in the construction and civil engineering fields, as well as stable relationships with subcontractors, and is expanding its business nationwide based in the Kyushu region, and to receive support from the company to ensure stable operations and increase its corporate value. The reorganization company's basic policy is to reorganize the business subject to succession by the reorganized company.
　1 Reorganization security interest
Of the reorganization security interest, (1) the secured real estate will be sold after obtaining court approval for the sale price, etc. for each subject property, and the confirmed reorganization security interest amount (real estate) will be paid in a lump sum within 6 months from either the date of receipt of the sales proceeds or the date when the reorganization security interest amount is determined, whichever is later, or (2) from such sale proceeds, the reorganization (the actual sale price), after deducting procedural costs and other expenses borne by the seller, from the proceeds of the sale in a lump sum within six months from either the date of receipt of the sale proceeds or the date on which the amount of the security interest in the reorganization is determined, whichever is later. However, with respect to the latter, if the actual sale price exceeds the confirmed secured reorganization claim amount (real estate), the confirmed secured reorganization claim amount (real estate) shall be repaid in a lump sum within six months after receipt of the sale proceeds. If the actual sale price is less than the confirmed secured reorganization claim amount (real estate), the actual sale price shall be repaid in a lump sum within six months of receipt of the sale proceeds, and the amount less than the actual sale price (hereinafter referred to as the "collateral deficiency amount") shall be repaid in accordance with the general reorganization claim amount. shall be treated in the same manner as the amount of general reorganization claims, and the amount of other confirmed general reorganization claims and the amount of collateral deficiency shall be repaid in aggregate.　
　　　With respect to the confirmed secured reorganization claim amount (shield machine leases, other leases, and leased vehicles), the amount shall be repaid in a lump sum by the end of the month that includes the day on which six months have elapsed since the later of either the day of the order of confirmation of the reorganization plan or the day on which the secured reorganization claim amount is confirmed.
　2 Preferential reorganization claims (Claims for taxes, etc.)
Delinquent accounts, etc. shall be discharged in full and the discharged claims shall be paid in a lump sum by the last day of the month that includes the day on which six months have passed from the date of the order of confirmation of the reorganization plan.
　3 General reorganization claims (transaction claims, etc.)
The policy is to make the first and second repayments.
　　　The first repayment will be made in a lump sum by the last day of the month that includes the day on which six months have passed since the date of the order approving the reorganization plan, in an amount equivalent to (1) 100% of the repayment rate for the portion of general reorganization claims of 100,000 yen or less and (2) 9% of the repayment rate for the portion exceeding 100,000 yen. The reason for setting the repayment rate of 9% for the portion exceeding 100,000 yen is that the amount of unsettled general reorganization claims (excluding consensually-subordinated reorganization claims) as of the time of the decision to submit the reorganization plan was approximately 19,442,410,000 yen (of which, approximately 19,395,570,000 yen was claimed for assessment), and if the full amount of these claims were approved The second repayment is intended to enable the same rate of repayment to be made if the full amount of the claim is approved.
　　　The second repayment will be made when the amount of all reorganization claims, etc. has been determined, all assets held by the reorganized company have been realized and collected, and the repayment source is secured by deducting common benefit claims, etc. from cash and deposits at that time, and the remaining amount will be discharged at the time of the second repayment (if court approval is obtained for not making the second repayment, the trustee will be allowed to make a general repayment). (In cases where the Trustees have obtained court approval for not making the second payment, the remaining amount will be discharged on the date on which the Trustees send a notice to general reorganization creditors that the second payment will not be made). The second repayment shall be made on the same day as the first repayment.
　4 Acquisition of Outstanding Shares and Disposal of Treasury Stock
On the date of the decision to approve the reorganization plan, all outstanding shares will be acquired without compensation. On the same date, one share of treasury stock will be disposed of with only the trustee as the allottee.


[Future schedule
Schedule ContentsMarch 23, 2026 Submission of proposed reorganization planApril 14, 2026 Decision to submit the proposed reorganization plan for discussionMid-April 2026 or later (scheduled) Dispatch of reorganization planMay 26, 2026 Expiration of documentary ballot
*If, as a result of the written vote, the consent meets the statutory requirements for passage, the proposed reorganization plan will be approved (for details on the requirements for passage, please refer to Q3 of "Q&A on Future Reorganization Proceedings" posted today). (For details on the requirements for passage, please refer to Q3 of "Q&A on Future Reorganization Proceedings" posted today. The court will then decide whether or not to approve the reorganization plan.

... and upwards

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