| Form 20-F X | Form 40-F __ |
| SONY GROUP CORPORATION | |
| (Registrant) | |
| By: /s/ Hiroki Totoki | |
| (Signature) | |
| Hiroki Totoki | |
Executive Deputy President and | |
| Chief Financial Officer |
| 1. | Purpose of the Company Split |
The Company Split will be implemented as part of the transfer of the business which includes execution, maintenance and management of procurement contracts for parts, raw materials, production facilities of SGC, for the purpose of transferring the contractual status of those procurement contracts executed and managed by the Procurement Management Department in the name of SGC to SEC. |
| 2. | Summary of the Company Split |
| (1) | Schedule of the Company Split | |
Approval of the Company Split agreement | ||
| (by the representative corporate executive officer) | July 27, 2022 | |
| Execution of the Company Split agreement | July 27, 2022 (scheduled) | |
| Effective date of the Company Split | October 1, 2022 (scheduled) |
| * | SGC will perform the Company Split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” as set forth in Paragraph 2 of Article 784 of the Companies Act of Japan. |
| (2) | Method of the Company Split |
| The method of the Company Split is an absorption-type company split between SGC (as the splitting company) and SEC (as the successor company). |
| (3) | Details of consideration allotted upon the Company Split |
| There will be no issuance of new shares or cash payment upon the completion of the Company Split. |
| (4) | Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company |
| There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of SGC upon the completion of the Company Split. |
| (5) | Increase or decrease of the stated capital upon the Company Split |
There will be no increase or decrease in SGC’s stated capital upon the completion of the Company Split. |
| (6) | Rights and obligations to be succeeded by the successor company |
SEC, as the successor company, will succeed to certain rights and obligations related to the Business, such as assets, liabilities, agreements, and other rights and obligations as set forth in the Company Split agreement. |
| (7) | Expectation on the performance capabilities of the successor company’s obligations |
SGC expects that SEC will be able to perform its obligations that become due after the effective date of the Company Split. |
| 3. | Summary of both parties (the numbers and information shown below are as of March 31, 2022 for each of SGC and SEC) |
| (1) | Summary of both parties |
Trade name | Sony Group Corporation (Splitting Company) | Sony Corporation (Successor Company) |
Location of head office | 7-1, Konan 1-chome, Minato-ku, Tokyo, Japan | 7-1, Konan 1-chome, Minato-ku, Tokyo, Japan |
Title and name of Representative | Kenichiro Yoshida Representative Corporate Executive Officer, Chairman, President and CEO | Kimio Maki Representative Director, President and CEO |
Business | Manufacturing of electronic components, devices and circuits | Design, development, manufacturing of television, video & sound products and its peripheral devices |
Stated capital | ¥ 880,365 million | ¥ 3,000 million |
Date of incorporation | May 7, 1946 | October 1, 2001 |
Number of shares issued | 1,261,081,781 shares | 2 shares |
Fiscal year-end | March 31 | March 31 |
Major shareholders and shareholding ratio | 1 The Master Trust Bank of Japan, Ltd. (trust account) 17.85％ 2 Citibank as Depositary Bank for Depositary Receipt Holders 9.66% 3 Custody Bank of Japan, Ltd. (trust account) 6.17% 4 JP Morgan Chase Bank 385632 1.94% 5 State Street Bank West Client – Treaty 505234 1.68％ | Sony Group Corporation 100% |
Financial status and operating results for the last fiscal year | ||
Net assets | ¥ 7,144,471 million (consolidated) (Note) | ¥ 173,919 million (non-consolidated) |
Total assets | ¥ 30,480,967 million (consolidated) | ¥ 587,398 million (non-consolidated) |
Net assets per share | ¥ 5,775.63 (consolidated) (Note) | ¥ 86,959,711,227.50 (non-consolidated) |
Net sales | ¥ 9,921,513 million (consolidated) | ¥ 1,425,640 million (non-consolidated) |
Operating income | ¥ 1,202,339 million (consolidated) | ¥ 78,755 million (non-consolidated) |
Ordinary income | ¥ 1,117,503 million (consolidated) (Note) | ¥ 136,319 million (non-consolidated) |
Net income | ¥ 882,178 million (consolidated) (Note) | ¥ 143,753 million (non-consolidated) |
Net income per share | ¥ 711.84 (consolidated) (Note) | ¥ 863,999,362.29 (non-consolidated) |
| Note: | Since SGC prepares its consolidated financial statements in accordance with International Financial Reporting Standards, “Equity attributable to SGC’s stockholders”, “Equity attributable to SGC’s stockholders per share”, “income before income taxes”, “net income attributable to SGC’s stockholders” and “net income attributable to SGC’s stockholders per share of common stock” are stated in place of “Net assets”, “Net assets per share”, “Ordinary income”, “Net income” and “Net income per share”, respectively. |
| (2) | Summary of business subject to the Company Split |
The business operated by the Procurement Management Department of SGC, which includes execution, maintenance and management of procurement contracts for parts, raw materials and production facilities of SGC. |
| (3) | Operating results of the Business transferred by the Company Split for the fiscal year ended March 31, 2022 |
| There are no net sales in the Business transferred by the contemplated Company Split. |
| (4) | Assets and liabilities to be succeeded upon the Company Split (as of June 30, 2022) | |
| Assets: | ¥ 0 | |
| Liabilities: | ¥ 0 | |
| 4. | Status after the Company Split |
Upon the completion of the Company Split, there will be no changes in the trade name, location of the head office, the title and name of representatives, the business (excluding the Business transferred by the contemplated Company Split), the stated capital or the fiscal year-end of SGC and SEC. |
| 5. | Outlook after the Company Split |
No material impact on SGC’s consolidated financial results for the fiscal year ending March 31, 2023 is anticipated as a result of the completion of the Company Split. |
| Sales and operating revenue | Operating income | Income before income taxes | Net income attributable to Sony Group Corporation’s stockholders | |
Consolidated financial forecast for the fiscal year ending March 31, 2023 | 11,400,000 | 1,160,000 | 1,130,000 | 830,000 |
Consolidated financial results for the fiscal year ended March 31, 2022 | 9,921,513 | 1,202,339 | 1,117,503 | 882,178 |
