Terms and Conditions for Exclusive Research Coverage Services

Envalith Co., Ltd. (hereinafter referred to as the "Company") conducts exclusive research coverage services for the purpose of contributing to the development of global and domestic capital markets (hereinafter referred to as the "Purpose") by providing domestic and foreign institutional investors, as well as domestic individual investors, with the information necessary to consider investments in listed companies in Japan.

The Company performs these services funded by the Exclusive Research Coverage Fee (hereinafter referred to as the "Coverage Fee") paid by the research target defined in these Terms (hereinafter referred to as the "Research Target," referring to the enterprise subject to the Services defined in Article 2) and the sponsor (the Research Target and the Sponsor are collectively referred to as the "Research Target, etc."). However, in light of the Purpose, the Company shall create Deliverables (defined in Article 7, Paragraph 1) based on the analysis of corporate information and other data by the Company independent of the Sponsor, and shall distribute and disseminate such Deliverables at its own free discretion. Furthermore, the Reports (defined in Article 2, Paragraph 1) shall be created in the Company’s name and as the Company’s opinion.

Last Revised: December 29, 2025

Article 1 (Application of Terms, etc.)

The Company has established these "Terms and Conditions for Exclusive Research Coverage Services" (hereinafter referred to as the "Terms"), and the Company shall perform the Services in accordance herewith.
These Terms constitute a part of the Exclusive Research Coverage Agreement (hereinafter referred to as the "Agreement") between the Research Target, etc. and the Company, and shall bind the parties to the Agreement unless otherwise agreed in writing by all parties to the Agreement.
The Sponsor shall cause the Research Target to comply with the Research Target’s obligations (including the waiver or limitation of rights) under the Agreement.

Article 2 (Scope of Services)

As the Company’s obligation under the Agreement, the Company shall perform the services stipulated in this Article (hereinafter referred to as the "Services").
The Company shall issue reports regarding the Research Target with the following composition on a quarterly basis, as well as a report outlining the overall picture or summary of the Research Target as a company (hereinafter referred to as the "Initiation of Coverage Report") once after the conclusion of the Agreement (hereinafter the reports stipulated in this Paragraph are collectively referred to as the "Reports") in Japanese, English, and Chinese. (1) Earnings Preview: Issued approximately 5 to 10 business days prior to the Research Target’s earnings announcement. (2) Earnings Flash Report: Issued approximately by the start of trading on the day following the Research Target’s earnings announcement. (3) Earnings Briefing Flash Report: Issued approximately by the start of trading on the day following the holding of the Research Target’s earnings briefing.
Regarding the Earnings Preview, the Company shall confirm views with the Research Target prior to the silent period (the period defined by the Research Target during which it refrains from answering questions regarding its financial results) and disseminate it as the Company’s independent view approximately 5 to 10 business days prior to the earnings announcement. The parties mutually confirm that the confirmation process with the Research Target for the Earnings Preview is limited strictly to confirming logical consistency based on already published guidance and past figures, and does not involve the suggestion or provision of unannounced financial figures themselves.
With the exception of the Initiation of Coverage Report, the issuance of Reports shall commence from the specific quarterly fiscal period determined by agreement between the parties after the conclusion of the Agreement. The Initiation of Coverage Report shall be issued after confirmation by the Research Target, targeting a timeframe between the next quarter and the quarter thereafter following the conclusion of the Agreement.
In addition to the Reports stipulated in the preceding Paragraphs, only if there is a prior request from the Research Target no later than 10 business days before the earnings announcement, the Company may conduct an individual interview with the Research Target after the conclusion of the earnings briefing and issue the content thereof as an "Interview Flash Report." (1) The specific date, time, and location, etc., of said individual interview shall be determined separately upon consultation between both parties. (2) The consideration for the issuance of the Interview Flash Report based on this Paragraph shall be determined within a reasonable range upon consultation between both parties, separate from the Coverage Fee stipulated in the Agreement.
Regarding the issuance of reports other than the Reports (e.g., changes/revisions to earnings forecasts, medium-term management plans, M&A, capital and business alliances, corporate actions such as shareholder returns including acquisition and cancellation of treasury stock, or corrective information, etc.), the Company shall issue its views as reports at its free discretion. The final decision to issue any report other than the Reports based on a request from the Research Target, etc. shall be at the Company’s discretion.
From the perspective of the Purpose and ensuring transparency in the capital markets, the Company may post and publish the Reports on the Company’s website and distribution destinations, and such judgment shall be at the Company’s free discretion. Any request from the Research Target, etc. to suspend publication shall be made in writing based on specific reasons where the Report contains objectively clear factual errors or causes significant disadvantage to the Research Target, etc. If such a request for suspension of publication is made, the Company will consider said request, but the final judgment regarding the publication or suspension of publication of the Report shall be at the Company’s discretion.
The Reports are created in Japanese, English, and Chinese. In the event of any discrepancy in content or difference in interpretation among the language versions, the Japanese version shall be treated as the original.

Article 3 (Provision of Information)

The Sponsor shall cause the Research Target to provide the Company with information or materials, etc. that the Company reasonably designates as necessary for performing the Services, within the deadline reasonably designated by the Company.
In addition to the information or materials, etc. stipulated in the preceding Paragraph, the Research Target shall promptly share with the Company the scheduled dates for annual earnings announcements and the anticipated disclosure timeframes after the conclusion of the Agreement. Regarding the most recent quarterly financial results, such information shall be shared no later than 20 business days prior to each earnings announcement.

Article 4 (Fact Check)

To ensure there are no errors in the facts of the report, the Company shall send a draft of the Report (Japanese version) to the Research Target prior to disclosure.
The Research Target may verify whether there are any errors in the facts described in the draft of said Report (Japanese version) within 3 hours (or within 5 business days for the Initiation of Coverage Report) of receiving the draft in the preceding Paragraph (hereinafter, the process of confirming the draft of the Report by the Research Target is referred to as "Fact Check"). In order to secure the Company’s rapid research structure in the Services and maintain the immediacy of information dissemination to the capital markets, the opportunity for the Research Target to comment on the draft of said Report shall be limited to one time within the period stipulated in this Paragraph. If no comments are obtained from the Research Target within said period, the Research Target shall be deemed to have approved the content of the draft of said Report, and the Company may proceed with external disclosure of said Report from the perspective of prioritizing immediacy.
The Company shall correct the Report only regarding parts where the Company reasonably judges that there is an error regarding factual relations among the matters pointed out by the Research Target in said Report before or after disclosure.
The Company may use information that has undergone Fact Check by the Research Target and generally disclosed information in the creation and update of the Report without conducting independent verification, and shall not be liable for any defects in the Report or any other damages, etc. arising from or related to the inaccuracy of such information.

Article 5 (Prohibition of Providing Material Non-Public Information)

In the process of performing the Services (including all communications such as interviews, meetings, emails, Fact Checks, etc.), the Research Target must not provide the Company with any material non-public facts defined in Article 166, Paragraph 2 of the Financial Instruments and Exchange Act (hereinafter referred to as "Material Facts") or any information that risks conflicting with the provisions of the same Article (hereinafter collectively referred to as "Insider Information").
All information (including oral information) provided by the Research Target to the Company in connection with the Services shall be deemed to be information that has already been made public at the time of provision or information that does not fall under Material Facts. The Company shall not bear the obligation to independently investigate or confirm whether the provided information falls under Insider Information, and may create and issue the Report using said information.
In the Fact Check, the confirmation performed by the Research Target shall be limited to pointing out errors in past determined factual relations. The Research Target must not provide answers that suggest unannounced financial figures, revisions to earnings forecasts, revisions to dividend forecasts, or other future Material Facts (including comments such as "better/worse than expected").
If the issuance of the Report by the Company conflicts with the Financial Instruments and Exchange Act or other legal regulations due to the Research Target providing Insider Information to the Company in violation of the preceding Paragraphs, or if damages (including administrative monetary penalties due to violation of insider trading regulations, lost profits due to business suspension, and damages due to reputation risk) are incurred by the Company, the Company’s officers or employees, or third parties, the Research Target shall compensate for this at its own responsibility and expense, and shall hold the Company harmless.

Article 6 (Independence and Disclaimer)

The Services are conducted from an objective and neutral standpoint and are intended solely for the provision of information to the capital markets regarding the Research Target’s business content and financial status; they are not intended for the solicitation of trading of securities issued by the Research Target or for investment advice.
The Services do not guarantee results intended by the Research Target, etc. (such as inducing a specific conclusion), and final decisions regarding investment are made at the judgment and responsibility of the investors themselves.
The Reports are created upon receipt of consideration from the Research Target, etc., and differ from independent analyst reports subject to the regulations of the Financial Instruments and Exchange Act. The Reports are analysis results based on information at the time of implementation and do not guarantee future market trends or the Research Target’s business results.
When using public information or data provided by the Research Target, the Company does not assume responsibility for its accuracy or completeness.
The Company shall determine the format, composition, layout, and all other formatting aspects of the Reports issued in the Services based on its free discretion. The Company may change said format without prior notice to the Research Target, and the Research Target shall not object to this.
In the event that damages are incurred by the Research Target in connection with the Services, except in cases of willful misconduct or gross negligence by the Company, the Company shall not be liable to compensate the Research Target, etc. for said damages. Even if the Company bears liability to compensate for said damages, said liability for damages shall be limited to direct and ordinary damages and shall not include indirect damages such as lost profits or loss of business opportunities. The amount for which the Company bears liability shall be capped at the total amount of Coverage Fees actually received by the Company from the Research Target, etc. during the one-year period retroactively from the time said damages occurred.
In connection with the creation and issuance of the Report, if the Company is requested by shareholders of the Research Target or third parties to disclose information or explain the process of creating the Report, the Company shall not bear the obligation to respond to this.

Article 7 (Attribution and Use of Intellectual Property Rights)

Intellectual property rights (including copyrights, patent rights, utility model rights, design rights, trademark rights, rights to obtain these rights or file applications for registration, etc., and other know-how and technical information, etc.; regarding copyrights, including rights defined in Articles 27 and 28 of the Copyright Act; hereinafter the same in the Agreement) included in the deliverables created in the process of the Services (referring to the Reports and other results created by the Company in the process of the Services (including but not limited to reports other than the Reports)) or generated in the process of the Services shall all belong to the Company, except where such intellectual property rights were previously held by a third party.
The Research Target may use the deliverables (excluding Earnings Previews) (e.g., voluntary timely disclosure, posting on its own website, distribution as IR materials, etc.) only when it has obtained the Company’s permission.
When the Research Target uses the deliverables based on the preceding Paragraph, it may not modify, excerpt, or summarize them, and must use the full text of the deliverables as they are.
Even after the termination of the Agreement, the Research Target may maintain the right to use already issued reports, etc. (excluding Earnings Previews) in accordance with the provisions of the preceding two Paragraphs.
The Company and the Research Target shall not exercise moral rights of authors against the other party or third parties who have legitimately acquired or succeeded to the rights regarding the use of the deliverables in accordance with the Agreement.

Article 8 (Payment Conditions)

The Research Target, etc. shall pay the amount separately agreed upon by both parties as the Coverage Fee for the implementation of the Services by the Company, in accordance with the content separately agreed with the Company.
The Research Target, etc. shall pay the Coverage Fee by transferring it to a bank account designated by the Company by the payment due date stipulated at the time of application for the Agreement for the Coverage Fee that occurs first after the conclusion of the Agreement, and thereafter by the last day of the month to which the renewal date of the Agreement belongs. However, this shall not apply if a payment due date is agreed upon separately. If the payment of the Coverage Fee is delayed, the Company shall not bear the obligation to implement the Services until the payment of the Coverage Fee is made, and even after such payment is made, the Company shall not bear the obligation to implement the creation and update of the Reports based on financial results announced during the period from the start date of the Research Target’s fiscal year until the day the payment delay was resolved. The Company may change the amount of the Coverage Fee in accordance with the provisions of Article 17. This change shall apply to the Agreement after said renewal if the Research Target, etc. is notified by three months prior to the date of contract renewal pursuant to the provisions of the following Article. Furthermore, if the Research Target, etc. does not agree to the change in the amount of the Coverage Fee, it shall choose non-renewal of the Agreement in accordance with the provisions regarding contract renewal.
If the Research Target, etc. fails to pay the Coverage Fee stipulated in the preceding Paragraph, it shall pay delay damages at a rate of 14.6% per annum from the day following the payment due date until payment is completed.

Article 9 (Contract Period and Renewal)

The effective period of the Agreement shall be 12 months from the date determined by agreement between the parties to the Agreement.
Unless the party listed in each of the following items notifies the other party of its intention not to renew by the deadline corresponding to each item below, the Agreement shall be automatically renewed until the end of the Research Target’s next fiscal year, and the same shall apply thereafter. Note that if either of the Research Target, etc. notifies its intention not to renew, the Agreement shall not be renewed. (1) If the Research Target, etc. does not wish to renew: Notification to the Company by 3 months prior to the expiration of the contract period. (2) If the Company does not wish to renew: Notification to the Research Target by 3 months prior to the expiration of the contract period.
The provisions of Article 4, Paragraph 4; Article 5, Paragraph 4; Article 6; Article 7; Article 8 (limited to cases where there is unpaid money); this Paragraph; Article 10; Article 11, Paragraphs 2 through 4; Article 12; Article 13; Article 14, Paragraph 3; and Articles 15 through 19 shall effectively survive even after the termination of the Agreement.

Article 10 (Mid-term Cancellation)

Even if the Agreement is cancelled mid-term, the Research Target, etc. shall not be relieved of the obligation to pay the Coverage Fee, and the Company shall not bear the obligation to refund Coverage Fees already received. However, if the Company reasonably judges that the creation or update of the Report is difficult due to the Research Target ceasing to exist or ceasing to be a listed company due to corporate reorganization activities, etc., or if the Agreement is terminated due to reasons attributable to the Company, such as the Company judging that report creation is difficult due to a shortage of human resources, etc., the Research Target, etc. shall be relieved of the obligation to pay the Coverage Fee for an amount reasonably calculated by a method prescribed by the Company considering the remaining contract period, and the Company shall refund the Coverage Fee already received.
Notwithstanding the provisions of the preceding Paragraph, if the Research Target, etc. cancels the Agreement mid-term for its own convenience, or if the Company terminates the Agreement due to reasons stipulated in the items of Article 11, Paragraph 1 of these Terms, no received Coverage Fees shall be refunded.

Article 11 (Termination of Contract)

The Company or the Research Target, etc. may immediately terminate the Agreement without formal demand if the other party falls under any one of the following items: (1) Cases where a violation of laws and regulations, a serious compliance violation, or a cause damaging social credibility occurs (including but not limited to causes such as delay in earnings disclosure). (2) When a party violates an obligation of the Agreement and fails to correct the violation despite being requested to do so with a reasonable period specified. (3) When a party commits an act that damages the credit, honor, or mutual relationship of trust of the other party. (4) When a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or other special liquidation proceedings is filed. (5) When a petition for seizure, provisional seizure, provisional disposition, or auction is filed, or disposition for delinquency of taxes or other equivalent procedures are taken, and such state is not resolved within a reasonable period. (6) When a party falls into suspension of payment or insolvency, or when a bill or check is dishonored and a disposition to suspend banking transactions is received from a clearinghouse. (7) When a party transfers or attempts to transfer all or a material part of its business to a third party due to merger, dissolution, liquidation, etc. However, this does not apply to mergers unrelated to the Agreement. (8) When any of the following events occur and the Company reasonably judges that continuation of the Services is difficult or inappropriate:
When a significant change occurs in the Company’s business model, organization, or business content.
When laws, regulations, or voluntary industry regulations surrounding the Services are revised or newly enacted, making it significantly difficult or disadvantageous to continue the Services. (9) When the Company reasonably judges that circumstances similar to the preceding items exist.
If the Company terminates the Agreement based on the preceding Paragraph, the Company may immediately stop the distribution of deliverables, and no return of received Coverage Fees shall be made.
In the case of the preceding Paragraph, the Company may, at its free discretion, conduct independent research coverage of the Research Target for the purpose of providing information to the capital markets, and disseminate reports from an objective and neutral standpoint.
Termination based on Paragraph 1 shall not preclude claims for damages against the other party.

Article 12 (Confidentiality)

For the period from the execution date of the Agreement until two years have passed after the termination of the Agreement, the parties to the Agreement shall not publish, disclose, or leak to a third party any information disclosed by another party to the Agreement in connection with the consideration or negotiation of the Agreement, the content of the Agreement (including these Terms), and information regarding the performance of the Agreement (hereinafter collectively referred to as "Confidential Information") without the prior written consent of the other party, nor shall they use or reproduce it for purposes other than performing the Agreement. Items reproducing Confidential Information shall also be treated in accordance with Confidential Information.
Notwithstanding the provisions of the preceding Paragraph, publicly known information and information legally obtained without bearing a confidentiality obligation shall not be included in Confidential Information.
Notwithstanding the provisions of Paragraph 1, each party to the Agreement may disclose Confidential Information of the other party to the Agreement based on an order, requirement, or request of a law, court, or government agency. However, if such an order, requirement, or request is made, said party must strictly notify the other party to that effect promptly.
Notwithstanding the provisions of Paragraph 1, the Company may disclose the content of the Agreement to the extent necessary for fundraising, stock listing, or acquisition.

Article 13 (Handling of Personal Information)

Regarding the handling of personal information (meaning "Personal Information" defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information) of officers and employees of the Research Target, etc. (hereinafter referred to as the "Data Subject" in this Article) by the Company, in addition to what is stipulated below, it shall be in accordance with the provisions of the Company’s Privacy Policy separately established by the Company, and the Research Target, etc. shall agree to the Company handling the Personal Information of the Data Subject, etc. in accordance with this Privacy Policy.
(Items of Personal Information to be Acquired) In concluding and performing the usage contract for the Service, the Company acquires the following Personal Information regarding the Data Subject:

Name, Department, Job Title
Email address, Phone number
Other information provided in business communications

(Purpose of Use) In addition to what is defined in the Company’s Privacy Policy, the Company uses the acquired Personal Information of the Data Subject for the following purposes:

For the provision of the Service (creation, distribution of reports, requests for confirmation, etc.) and accompanying communications
For billing of usage fees and confirmation of payment
For maintenance, management, and improvement of the Service
For guidance on services, seminars, events, etc. provided by the Company or partner companies

(Provision of Personal Information to Third Parties) Regardless of the provisions of the Company’s Privacy Policy, the Company will not provide the Data Subject’s Personal Information to third parties without obtaining the Data Subject’s consent in advance, except in cases based on laws and regulations. Note that while information such as browsing data of investors (end users) may be provided to the contractor (issuing company) in the form of statistical information as a function of the Service, conversely, the information of the contractor’s contact person will not be provided to investors.
(Entrustment of Handling of Personal Information) The Company may entrust all or part of the handling of the Data Subject’s Personal Information to external parties (cloud server operators, subcontractors, etc.) within the scope necessary to achieve the usage purposes stipulated in Paragraph 3. In this case, the Company performs necessary and appropriate supervision of the trustee.
(Safety Management Measures) The Company takes necessary and appropriate measures for the prevention of leakage, loss, or damage of Personal Information and other safety management of Personal Information.
(Inquiry Window) Please direct inquiries regarding this clause to the following: Envalith Co., Ltd. Personal Information Protection Manager Email: Contact@envalith.com

Article 14 (Exclusion of Anti-Social Forces)

Each party represents and affirms that currently and in the future, neither the party itself, its officers, nor persons substantially involved in its management fall under organized crime groups, organized crime group members, quasi-members of organized crime groups, persons for whom 5 years have not passed since they ceased to be organized crime group members or quasi-members, companies related to organized crime groups, corporate racketeers (sokaiya), groups engaging in criminal activities under the pretext of social campaigns, crime groups specialized in intellectual crimes, or other groups or individuals who pursue economic interests using violence, force, or fraudulent methods (hereinafter referred to as "Anti-Social Forces").
If a party violates this Article, the other party may immediately terminate the Agreement without providing formal demand.
The party that terminates the Agreement based on the preceding Paragraph shall not bear liability to compensate for damages incurred by the other party due to said termination.

Article 15 (Damages)

If the Research Target, etc. causes damages to the Company by violating the Agreement or in connection with the Agreement, it shall compensate the Company for such damages, including not only direct damages and ordinary damages but also all damages including lost profits, loss of business opportunities, loss of data, business interruption, and other indirect damages, special damages, consequential damages, and incidental damages.

Article 16 (Force Majeure)

Each party shall not be liable for delay in performance or inability to perform all or part of the Agreement due to natural disasters, war, terrorism, revision or abolition of laws and regulations, or other accidental events beyond the reasonable control of the party (hereinafter referred to as "Force Majeure"). However, delay in or inability to satisfy payment obligations shall not be exempted by Force Majeure.

Article 17 (Amendment of Terms)

If it becomes necessary to amend these Terms due to amendment of laws and regulations, changes in social conditions, or other circumstances, the Company may amend these Terms based on the provisions of Article 548-4 of the Civil Code.
If the Company amends these Terms pursuant to the provisions of the preceding Paragraph, it shall determine the effective date and make the content of the amendment known to the Research Target, etc. by notification via email or other means by the effective date.

Article 18 (Agreed Jurisdiction)

For the resolution of disputes between the Research Target, etc. and the Company arising from the Agreement, these Terms, or the Services based thereon, the Tokyo District Court shall be the exclusive agreed court of jurisdiction for the first instance.

Article 19 (Miscellaneous)

Notices made based on the Agreement shall be in writing or by email. The Agreement shall be interpreted in accordance with Japanese law.
The Research Target, etc. shall not transfer, set collateral on, or otherwise dispose of its contractual status under the Agreement or rights or obligations based on the Agreement to a third party without the prior written consent of the Company.
The Agreement constitutes the entire agreement between the parties to the Agreement regarding the matters included in the Agreement, and prevails over any prior agreements, representations, and understandings between the parties regarding the matters stipulated in the Agreement, whether written, oral, or by any other method.
Even if any provision of the Agreement or part thereof is judged to be invalid or unenforceable, the remaining provisions of the Agreement and the remaining parts of the provision judged to be partially invalid or unenforceable shall continue to be fully effective, and the parties to the Agreement shall strive to correct said invalid or unenforceable provision or part to the extent necessary to make it lawful and enforceable, and to ensure the intent of said invalid or unenforceable provision or part as well as legally and economically equivalent effects.

Article 20 (Consultation)

Matters not stipulated in the Agreement or doubts arising regarding the clauses of the contract shall be resolved amicably upon consultation between both parties.