Kaihan will still open its annual shareholder meeting on Friday, but the company says it cannot do the part that usually matters most, present the business report and year-end financial statements. Because uncertainty around the going-concern assumption is expected to lead to a disclaimer of opinion, Kaihan said it cannot provide the business report, non-consolidated and consolidated statements, and related audit results at the scheduled session. Instead it will ask shareholders to authorise a continued meeting once the audit report and other required procedures are complete.
How the timetable changes
Friday’s meeting is still scheduled for 10am in Nagoya. Kaihan plans to proceed with votes on a partial articles amendment, the election of three directors, and the election of an accounting auditor. At the same meeting it will also ask shareholders to let the board decide the date and venue of a later session, which will legally remain part of the same AGM and be open to the same shareholders who were entitled to vote on Friday. The setup means routine governance resolutions can proceed even though the report items cannot.
| Stage | Timing | What happens |
|---|---|---|
| Scheduled AGM | June 26, 2026, 10:00am, Nagoya | Votes on articles change, three director elections and accounting auditor election; year-end report items cannot be presented |
| Continuation proposal | At the scheduled AGM | Shareholders asked to let the board set the date and venue of a continued meeting |
| Continued meeting | Date and venue to be announced | Postponed report items to be presented; the company separately says approval of the year-end financial statements will be submitted there |
Why the audit became the bottleneck
In a separate disclosure, Kaihan said the scrutiny behind the expected disclaimer centres on severe cash tightness and material uncertainty over its ability to continue as a going concern. The company pointed to a Nagoya District Court seizure order on about ¥109mn of debt owed to FitFounder on 27 April, an asset seizure by the Japan Pension Service on 11 May over about ¥29mn of unpaid social insurance premiums, and three consecutive years of operating, ordinary and net losses at group level. It also said the auditor had not obtained enough evidence on management’s evaluation of the going-concern issue.
That makes the continued meeting more than a diary reshuffle. The key gating item is audit completion, not simply finding another date. Kaihan separately said it plans to put approval of the year-end financial statements to the continued meeting, while the audit of the financial statements for the annual securities report is still continuing and the date and venue of the later session have yet to be disclosed. Investors now have two checkpoints: Friday for the ordinary governance resolutions, and a later meeting for the accounts themselves.