Sincere (code 7782) will lend its parent ¥1bn, unsecured, at a fixed 8.0% a year, with repayment due on 29 December 2026. The board approved the loan on 8 October, according to the company's disclosure on a transaction with a controlling shareholder.
The terms
The borrower is Sincere's parent, a company listed on the TSE Growth market under code 286A. The contract is dated 8 October and the money goes out on 9 October. The parent will use it for short-term funding needs tied to its factoring business.
Sincere says it sized the loan from its cash-flow forecasts and will keep enough funds for operations. It expects a minor effect on consolidated results for the year ending December 2026.
A second loan, not a rollover
This follows a July loan to the same parent, approved by the board on 14 July. Sincere says the parent repaid that principal in full on 30 September and paid all interest due, so nothing from it remains outstanding. It adds that it had not planned repeat lending when it made the first loan. The parent asked again after the repayment, and Sincere treated the request as a separate transaction.
The safeguards
Because the borrower is the controlling shareholder, the loan counts as a controlling-shareholder transaction. Sincere compared the return with bank deposits and Japanese government bonds and assessed the parent's finances, repayment sources and credit risk. Three independent outside directors with no interest in the parent gave an opinion dated 24 September. They found the terms reasonable given market rates and the unsecured risk, and said the loan does not disadvantage minority shareholders. The board vote was unanimous, and no director had a special interest in the parent.
The disclosure does not give Sincere's total cash balance. The next fixed point is 29 December, when the principal falls due.