CoverDocument Filed

Annual Securities Report

Applicable Law

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act ofJapan

File toDirector, Kanto Local Finance Bureau

Filing Date

March 31, 2023

Fiscal YearThe 22nd Business Term (from January 1, 2022 to December 31, 2022)

Company Name

Vision Inc.

Title and

Kenichi Sano, Chairman and CEO

Name of Representative
Address of Head Office

6-27-30 Shinjuku, Shinjuku-ku, Tokyo(As of December 19, 2022, the head office location has moved from 6-5-1
Nishi-Shinjuku, Shinjuku-ku, Tokyo to the address listed above.)

Phone No.

+81 03 (5287) 3110

Contact Person

Shinichi Nakamoto, Director and CFO

Contact Address

6-27-30 Shinjuku, Shinjuku-ku, Tokyo

Phone No.

+81 03 (5287) 3110

Contact Person

Shinichi Nakamoto, Director and CFO

Place Available for Public Inspection

Tokyo Stock Exchange(2-1 Nihombashi Kabuto-cho, Chuo-ku, Tokyo)

1 / 125

Item 1: Company Overview
Part 1: Company Information
1. Changes in Major Management Indicators(1) Consolidated Financial Statement
18th

Business Term
Date of Settlement
Net sales

19th

December 2018 December 2019

(Thousandsof yen)(Thousandsof yen)

20th

21st

22nd

December 2020

December 2021

December 2022

21,503,668

27,318,168

16,654,475

18,100,837

25,487,727

2,499,685

3,358,939

227,947

1,143,772

2,422,500

1,529,476

2,226,322-1,183,960

729,129

1,548,610

1,496,143

2,215,382-1,152,432

732,472

1,616,566

9,803,086

10,905,176

8,769,171

10,122,215

12,039,996

13,552,015

15,173,575

11,313,034

14,932,162

17,951,550(Yen)

200.95226.80185.79212.52245.75

(Yen)

31.40

46.05

-25.07

15.47

31.96

(Yen)

30.67

44.49

－

15.03

31.51

Equity ratio

(%)

72.2

71.7

77.3

67.7

67.0

Return on equity

(%)

16.7

21.5

-12.1

7.7

14.0

Price-earnings ratio(Multiplier)

40.4

39.3

－

75.0

43.9

Ordinary profit
Net profit or loss (-)
attributable to owners of
the parent
Comprehensive profit
Net assets
Total assets
Net assets per share
Net profit or loss (-) per
share
Net profit per share after
adjusting for potentialstock(Thousandsof yen)(Thousandsof yen)(Thousandsof yen)(Thousandsof yen)Cash flow from operating (Thousands
2,888,796
3,549,957
1,412,746
1,539,646-395,722
activities
of yen)Cash flow from investing (Thousands-1,457,969-1,435,748-375,121-554,277-1,200,976
activities
of yen)Cash flow from financing (Thousands
30,807137,047-312,490-1,164,999-1,035,553
activities
of yen)Balance at the end of the(Thousands
period of cash and cash
7,563,234
8,485,363
6,679,580
7,631,688
8,185,773
of yen)equivalents
Number of employees
563
649
616
607
649
(other, temporary(People)
(145)
(146)
(120)
(133)
(150)
employees)
Note 1. The Company conducted a stock split at a ratio of 3 shares per common share on October 1, 2019. As a result, net assets
per share, net profit per share, and adjusted net profit per share are calculated assuming that the stock split was conducted at
the beginning of the 18th term.
2. Diluted net profit per share for the 20th term is not stated because although there are potential shares, it is a net loss per share.
3. The rate of return on stock prices for the 20th term is not stated because it is a net loss attributable to shareholders of the parent
company.
4. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) is applied from the beginning of
the current fiscal year, and the key management indicators for the current fiscal year are after the application of such accounting
standards.

2 / 125

(2) Financial Statement of Submitting Company
18th

Business Term
Date of Settlement
Net sales
Ordinary profit
Net profit or loss (-)
Capital
Total number of issued
sharesNet assets
Total assets

19th

20th

21st

22nd

December 2018 December 2019 December 2020 December 2021

(Thousandsof yen)(Thousandsof yen)(Thousandsof yen)(Thousandsof yen)(Shares)(Thousandsof yen)(Thousandsof yen)December 2022

20,373,195

25,442,235

15,350,845

16,964,191

22,782,562

2,244,943

3,046,185

40,822

864,499

2,229,164

1,403,903

2,041,905-1,465,119

548,171

1,520,957

2,360,330

2,363,734

2,363,785

2,387,915

2,535,941

16,329,000

49,027,200

49,027,800

49,091,100

50,422,200

9,120,377

10,058,682

7,644,334

8,771,289

10,574,153

12,775,279

14,214,274

10,227,597

12,254,973

14,814,855

Net assets per share(Yen)

186.92209.16161.92

184.18215.92

Dividend per share(interim dividend per share)

(Yen)

－
(－)

－
(－)

－
(－)

－
(－)

－
(－)

Net profit or loss (-) per
share

(Yen)

28.82

42.24

-31.03

11.63

31.39

Net profit per share after
adjusting for potential stock

(Yen)

28.15

40.80

－

11.30

30.95

Equity ratio

(%)

71.2

70.6

74.5

71.5

71.3

Return on equity

(%)

16.4

21.3

-16.6

6.7

15.7

Price earnings ratio(Multiplier)

44.0

42.9

－

99.8

44.7

Dividend payout ratio

(%)

－

－

－

－

－

(People)

465
(128)

502
(126)

535
(109)

485
(115)

500
(109)

(%)

131.3

187.6

107.2

120.1

145.2

(%)

(84.0)(99.2)(106.6)(120.2)(117.2)

Number of employees(other, temporary
employees)
Total shareholder yield(Comparison index:
including dividends
TOPIX)

6,140
1,873
1,664
1,504
*1,883
3,585
Lowest share price
(Yen)
2,580
492
866
905
*1,521
Note 1. The Company conducted a stock split at a ratio of 3 shares per common share on October 1, 2019. As a result, net assets
per share, net profit per share, and adjusted net profit per share are calculated assuming that the stock split was conducted at
the beginning of the 18th term.
2. Diluted net profit per share for the 20th term is not stated because although there are potential shares, it is a net loss per share.
3. The rate of return on stock prices for the 20th term is not stated because it is a net loss attributable to shareholders of theparent company.
4. The highest and lowest share prices are those on the First Section of the Tokyo Stock Exchange before April 3, 2022, andthose on the Prime Market of the Tokyo Stock Exchange after April 4, 2022.
5. The asterisk for the 19th term is for the highest and lowest share prices after ex-rights due to a stock split on October 1, 2019,at a ratio of 3 shares per common share.
6. “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) is applied from the beginningof the current fiscal year, and the key management indicators for the current fiscal year are after the application of suchaccounting standards.
Highest share price

(Yen)

5,390

3 / 125

2. History of the Company
Vision Co., Ltd. was established in Fujinomiya City, Shizuoka Prefecture in June 1995 for the purpose of subscribing to international telephone services
and reorganized into a joint-stock company in April 1996 for business expansion and development. (Vision Business Solutions Inc., which was establishedin December 2001, merged with the former Vision Inc. in November 2004 and its trade name was changed to Vision Inc.).
The history of the Group since the founding of the Company is as follows.
Date

Summary

April 1996
August 1996
August 1997

Vision Co., Ltd. is founded (in Fujinomiya City, Shizuoka, with 10,000 thousand yen in capital) for the purpose of acting
as agency for international telephone subscription (fixed-line communications business).
Moved head office from Fujinomiya City to Fuji City, Shizuoka.
Acquired General Type-II Telecommunications Business license.

December 2001

Established Vision Business Solutions Inc. in Shibuya-ku, Tokyo for the purpose of office automation equipment sales.

April 2002
December 2003

Moved head office from Shibuya-ku to Shinjuku-ku, Tokyo.
Started Internet advertising business (Internet media business).

November 2004

Vision Business Solutions Inc. merged with Vision Co., Ltd. and trade name changed to Vision Inc.

February 2007
January 2008
July 2008

Started a cellphone business for corporate customers (mobile telecommunications business).
Established Members Net Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo.

January 2010
June 2011
July 2011
October 2011
December 2011
January 2012
February 2012
April 2012
December 2012
October 2013
December 2013
March 2014
April 2014
November 2014
December 2014
February 2015
March 2015
December 2015
July 2016
August 2016
December 2016
February 2018
March 2018
May 2018
August 2019
March 2020
December 2021
January 2022
April 2022
November 2022
December 2022

Established Best Communications Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo. *In December
2012, the trade name was changed to Best Link Inc.
Started a subscription-based broadband telecommunications service (broadband business)
Started “e-ca”, a Wi-Fi router rental service for domestic business travelers and tourists.
Started “Vision WiMAX”, a high-capacity Wi-Fi router rental service for domestic business travelers and tourists.
Opened a customer support desk and call center called Saga Vision Future Business Center (VFBC) in Saga City, Saga
Prefecture.
Established Vision Mobile Korea Inc., a subsidiary (now consolidated subsidiary), in South Korea.
Established Vision Mobile Hawaii Inc., a subsidiary (now consolidated subsidiary), in the United States (Hawaii).
Established Vision Mobile Hong Kong Limited, a subsidiary (now consolidated subsidiary) in Hong Kong.
Established Global WiFi.Com Pte. Ltd., a subsidiary (now consolidated subsidiary), in Singapore.
Started “GLOBAL WiFi”, a Wi-Fi router rental service for overseas travelers.
Established 無限全球通移動通信股份有限公司, a subsidiary (now consolidated subsidiary), in Taiwan.
Established Global WiFi. UK Ltd., a subsidiary (now consolidated subsidiary), in the United Kingdom.
Made “Find Japan Inc.” a subsidiary.
Started “WIFI-HIRE”, a Wi-Fi router rental service for short-term use aimed at domestic business as well as leisuretravelers.
Best Link Inc., a broadband business, was transferred out of the consumer sector.
Started MVNO (mobile virtual network operator) business for domestic business travelers and tourists.
Established Vision Vietnam One Member LLC, a subsidiary (now consolidated subsidiary), in Vietnam.
Established 上海高效通信科技有限公司, a subsidiary (now consolidated subsidiary), in China (Shanghai).
Established Vision Mobile France SAS, a subsidiary (now consolidated subsidiary), in France.
Established VISION MOBILE ITALIA S.r.l., a subsidiary (now consolidated subsidiary), in Italy.
Sold Find Japan Inc., making it no longer a subsidiary of the Company.
Started “NINJA Wi-Fi”, a rental service for inbound business travelers and tourists. (Merged with “WIFI-HIRE”)
Listed on Tokyo Stock Exchange Mothers Index.
Established VISION MOBILE USA CORP., a subsidiary (now consolidated subsidiary), in the United States (California).
Established VISION MOBILE NEW CALEDONIA SAS, a subsidiary (now consolidated subsidiary), in New Caledonia.
Listed on the first section of the Tokyo Stock Exchange (transferred from Mothers.)
Established Alpha Techno Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo.
Established BOS Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo.
Established Vision Ad Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo.
Made “Ra-Pid Corporation” a subsidiary.
Made “ProDrivers Inc.” a subsidiary.
Established VISION Digital Marketing Inc., a subsidiary (now consolidated subsidiary), in Shinjuku-ku, Tokyo.
Made “adval Corp.” a subsidiary.
Made “Koshikano Onsen Inc.” a subsidiary.
Listed on Tokyo Prime Market after Tokyo Stock Exchange market restructuring.
Made “Promotion Plus, Co., Ltd” a subsidiary.
Grand opening of VISION GLAMPING Resort & Spa Yamanakako.

Note: A “MVNO” or Mobile Virtual Network Operator is a company that does not sell physical items such as mobile phones nor own a mobile
virtual network but enters into an agreement with another company that owns it and provides communication services under its own brand(receives resale money).

4 / 125

3. Business Summary
The Group consists of the Company (Vision Inc.), twenty-one consolidated subsidiaries, and one equity method affiliate. We are mainly
engaged in the “GLOBAL WiFi” and “Information and Communications Service” businesses. In addition, we have newly added the“Glamping/Tourism” Business following the opening of VISION GLAMPING Resort & Spa Yamanakako and the acquisition of all sharesof Koshikano Onsen Inc. which made it a consolidated subsidiary. The reporting segments, business segments, business summaries, andcorresponding affiliated companies in the Group are as follows.
Reporting Segment

Business Segment

Overseas Business

GLOBAL WiFi
Business
Domestic Business

Fixed-Line
Telecommunication
Business
MobileTelecommunication
Business
Information andCommunications
Service Business

Glamping/Tourism
Business

Business Summary
Rental business of mobile Wi-Fi
routers for those traveling from Japanto overseas or from overseas tooverseas. Data communications areprovided by telecommunication
carriers.

Mobile Wi-Fi router rental business foroverseas visitors to Japan, domestic
travel, business trips, and remote work.
Data communications are provided bytelecommunication carriers.

Subscription based business offering
fixed-line telecommunications services
called “Otoku Line” provided by
SoftBank Corp.
Sales of mobile phone devices, etc.
provided by SoftBank Corp. andsubscription-based business of mobile
telecommunication services

Corresponding Affiliated Company
Vision Inc.
Best Link Inc.
Vision Mobile Korea Inc.
Vision Mobile Hawaii Inc.
無限全球通移動通信股份有限公司(Taiwan)Vision Mobile Hong Kong Limited
GLOBAL WIFI.COM PTE. LTD.
GLOBAL WIFI.UK LTD
上海高效通信科技有限公司(China)Global WiFi France SAS
Vision Mobile Italia S.r.l.
VISION MOBILE USA CORP.
Vision Mobile New Caledonia SAS
Vision Inc.
Members Net Inc.

Vision Inc.
BOS Inc.

Broadband Business

Subscription based business offering
broadband service called “FLET’S”
provided by NTT

Vision Inc.
Best Link Inc.
Members Net Inc.

Office Automation
Equipment Sales
Business

Sales of mainly Canon manufactured
MP (multifunction peripheral), businessphone, and UTM (unified threat
management) products

Vision Inc.
Alpha Techno Inc.
BOS Inc.

Internet MediaBusiness

Sale of online advertising products(such as website creation)

Vision Inc.
Promotion Plus, Co., Ltd

Space Management
Business

Meeting space rental business

Adval Corp.

Glamping Business

Management of glamping facilities

Vision Inc.
Koshikano Onsen Inc.

Vision Inc.
Vision Ad Inc.
Vision Digital Marketing Inc.
*VISION VIETNAM ONE MEMBER LIMITED LIABILITY COMPANY is a system development center and database operator for theGroup’s companies.
Other

Media business, ASKUL Corporation
mail order business5 / 125

(1) GLOBAL WiFi BusinessCentering on the Vision Inc., Best Link Inc., Vision Mobile Korea Inc., Vision Mobile Hawaii Inc., and 無限全球通移動通信股份有限公司, we acquire local networks (data communication) in use by the residents from telecommunication carriers around the world andattain profit by offering mobile Wi-Fi router rental services to global travelers.
* The service provision areas of the overseas and domestic sectors of GLOBAL WiFi are different, but the business flow is the same.
The business flow is as follows.

End users can apply for services through the website, app, corporate sales, partners*, and airport counters.
*Our Group also provides services through sales agency and franchise contracts with partner companies, including those in the
Information and Communications Service business.
Sales Channels
Sales channels to reach the end user are as follows.
Sales Channels

Explanation

Direct website

The direct website for the GLOBAL WiFi application uses web marketing* to guide end
users to the website and have them sign up for services.

Apps

The end user downloads the smartphone app and signs up for services through the app.

Affiliates

An advertisement that links to the direct website will be posted on websites operated byaffiliates and end users who visit those websites will be linked to sign up for services.
(Affiliate marketing)Business to Business Sales

Government offices, companies with many overseas business trips, and other end users who
register as companies through sales channels are registered as a corporation and sign up for
subscription services. (Services such as price discounts and company billing.)

Partners

Services are signed up for via partner companies (airlines, travel agencies, insurance
agencies, credit card companies, etc.), agencies, and franchise partners.

Airport Counters

Directly signing up for services at airport counters.

*Web marketing refers to all marketing activities conducted on the Internet. Some specific uses of web marketing are to advertise,
inform of, and promote products and services to end users through the company's website and product-specific websites. This includes
advertising on the Internet, optimizing websites to attract more end users via search engines, and conducting market research throughonline surveys, and providing information on new products and services to customers acquired through the company's website.

6 / 125

(2) Information and Communications Service BusinessCentering on the Vision Inc. and Best Link Inc. businesses, we provide services such as subscriptions for various communication
services, sales of mobile communication equipment and office automation equipment, and website creation for newly establishedcorporations, venture companies, and other general companies.
In an era where information and communications technology is evolving rapidly, we will expand online marketing to corporations
and SOHO businesses* and provide information and communications service in order to accurately grasp customer needs and provide
the best products and services in a timely manner. We are growing this business by taking advantage of being able to conduct on-sitesales on a nationwide scale due to having seven sales offices nationwide and many partner companies that help our business develop.
Additionally, it is important to cooperate between businesses to provide each of the above services with optimum timing to assist
with the expansion of businesses such as startups, venture companies, etc. Therefore, each of these services is in the same segment.
*SOHO (small office/home office) businesses: They are businesses who work in small offices or have employees work out of their own
homes using information communication equipment such as computers.
(3) Glamping/Tourism BusinessOur company, Koshikano Onsen Inc. operates a glamping facility and earns revenue from guests who stay at the facility.
Business Organizational Chart
The previously described businesses are organized into the following organizational chart.

* Vision Ad Inc. and Vision Digital Marketing Inc. are engaged in the media business, which is classified as the “other” category.
* VISION VIETNAM ONE MEMBER LIMITED LIABILITY COMPANY is a system development center and database operator for
the Group’s companies.

7 / 125

Overview of Office Locations
The Group’s office locations within Japan are as follows.
Offices

Sapporo, Narita, Shinjuku, Shibuya, Yokohama, Nagoya, Kansai (Osaka), Fukuoka, Vision
Future Business Center (Saga), Naha

Glamping Facilities

Kirishima, Kagoshima Prefecture and Yamanakako, Yamanashi Prefecture

Airport Counters(including pick-up
lockers)

Narita International Airport, Haneda Airport, Chubu Airport, Kansai International Airport,
Osaka International Airport, Asahikawa Airport, New Chitose Airport, Sendai Airport, Niigata
Airport, Komatsu Airport, Fukuoka Airport, Kitakyushu Airport, Oita Airport, Miyazaki
Airport, Kagoshima Airport, Naha Airport, Miyako Shimojishima Airport, Mt. Fuji Shizuoka
Airport*Narita is the shipping center for the GLOBAL WiFi business.

8 / 125

4. Status of Affiliated Companies
Name

Address

Capital(Thousands ofyen)

Main Business
Segment

Percentage
of Voting
Rights

10,000Information andCommunications
Service Business

100.0

100.0

(Affiliated Subsidiaries)
Members Net Inc.

Shinjuku-ku, Tokyo

Business Summary

New Telephone Line
Installation and Billing
Service
Entrusted withManagement Work
Reseller in the FixedLine
Telecommunications
Business
Interlocking Directorates
Entrusted with
Construction WorkInterlocking Directorates
Reseller in the Mobile
Telecommunication
Business
Interlocking Directorates

Best Link Inc.

Shinjuku-ku, Tokyo

10,000

GLOBAL WiFi
Business
Information andCommunications
Service Business

Alpha Techno Inc.

Shinjuku-ku, Tokyo

10,000Information andCommunications
Service Business

100.0

BOS Inc.

Shinjuku-ku, Tokyo

10,000Information andCommunications
Service Business

100.0

Vision Ad Inc.

Shinjuku-ku, Tokyo

10,000

Other

60.0

Loan of Funds
Interlocking Directorates

Vision Digital Marketing Inc.

Shinjuku-ku, Tokyo

10,000

Other

80.0

Interlocking Directorates

Adval Corp.

Shibuya-ku, Tokyo

10,000Information andCommunications
Service Business

50.1

Loan of Funds
Interlocking Directorates

Koshikano Onsen Inc.

Kirishima,
Kagoshima

53,880

Glamping/Tourism
Business

100.0

Loan of Funds
Interlocking Directorates

Promotion Plus, Co., Ltd.

Osaka-city, Osaka

5,000

Information andCommunications
Service Business

100.0

Outsourcing of Internet
Media Business

Vision Mobile Korea
Inc.

Seoul, South Korea

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

Vision Mobile Hawaii
Inc.

Hawaii, U.S.

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

Vision Mobile
Hong Kong Limited

Hong Kong

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Loan of Funds
Interlocking Directorates

GLOBAL WIFI.COM
PTE.LTD.

Singapore

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

無限全球通移動通信股份有限公司

Taipei City, Taiwan

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

GLOBAL WIFI.UK LTD

London, U.K.

GLOBAL WiFi
Business

100.0

Overseas Operation BaseVISION VIETNAM ONE
MEMBER LIMITEDLIABILITY COMPANY

Ho Chi Minh City,
VietnamIT Business(Programming
activity etc.)

100.0

System Development
Center上海高效通信科技有限公司

Shanghai, China

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

Global WiFi France SAS

Paris, France

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Loan of Funds
Interlocking Directorates

Vision Mobile Italia S.r.l.

Milan, Italy

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

VISION MOBILE USA
CORP.

California, U.S.

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

Thousand
KRW

300,000
Thousand
USD
150
Thousand
HKD
300
Thousand
SGD
160
Thousand
TWD
5,000
Thousand
GBP
40
Thousand
VND
2,100,000
Thousand
USD
1,700
Thousand
EUR
220
Thousand
EUR
220
ThousandUSD
470

9 / 125

Vision Mobile New
Caledonia SAS

Noumea, New
Caledonia

Thousand
XFP
1,000

GLOBAL WiFi
Business

100.0

Overseas Operation Base
Interlocking Directorates

Information andCommunications
Eeeats Inc.
Toshima-ku, Tokyo
10,00050.0Service BusinessNote: 1. None of the companies have submitted a securities registration statement or securities report.

Interlocking Directorates(Equity-affiliated Company)

10 / 125

5. Status of Employees(1) Status of Consolidated Companies
As of December 31, 2022
Segment

Number of Employees

GLOBAL WiFi Business

188

(42)

Information and Communications Service Business

335

(80)

Glamping/Tourism Business

18

(23)

541

(145)

Other

14

(3)

Company Wide (general)

94

(2)

Total

649

(150)

Total Reporting Segments

Note 1. The number of employees does not count employees who have transferred to other companies from the Group and does
include employees who have transferred to the Group from other companies.
2. The number in the parenthesis (external papers) is the average annual number of temporary employees (with 8-hour
workdays).
3. Company Wide (general) refers to employees of the management department such as general affairs and accounting.
(2) Status of Submitting Company
Number of employees
500

Average age

Average employment length(year)

As of December 31, 2022
Average annual salary(thousands of yen)

34.7

7.5

5,482

(109)

Segment Name

Number of Employees

GLOBAL WiFi Business

162

(40)

Information and Communications Service Business

271

(61)

8

(3)

433

(101)

Other

11

(3)

Company Wide (general)

48

(2)

500

(109)

Glamping/Tourism BusinessTotal Reporting Segments

Total

Note 1. The number of employees does not count employees who have transferred to other companies from the Company and includes
employees who have transferred to the Company from other companies.
2. The number in the parenthesis is the average annual number of temporary employees (with 8-hour workdays).
3. Average annual salary includes bonuses and non-standard wages.
4. Company Wide (general) refers to employees of the management department such as general affairs and accounting.
(3) Status of Labor Union
There is no labor union. Additionally, the relationship between labor and management is strong and there are no special matters ofnote.

11 / 125

Item 2: Business Overview
1. Management Policy, Business Environment, Issues to be Prioritized, etc.
(1) Management Policy
The Group’s management philosophy is “to contribute to the global information and communications revolution”, and we aim to
do this by developing the GLOBAL WiFi Business so that the Internet can be used easily and with peace of mind around the worldand expanding the Information and Communication Service Business so that we can provide communication infrastructure that suits
the growth stage of various companies.
Future matters in this document are based on the judgment of the Group as of the end of the current consolidated fiscal year.
The strength of the Group is that we have been developing pull based sales and push based sales systems with high levels of
efficiency through the business model, "Vision Hybrid Synergy Model", for over 25 years since the Company’s original
establishment.
With the model, we efficiently recognize demand with web marketing, find requests and issues through contact with customers
through the CLT (Customer Loyalty Team), increase the order rate with sales proposal capabilities, and analyze the accumulated
database. The process operates seamlessly as various teams interact with each other.
Taking these strengths into consideration, we aim to grow the company with the following strategies.
① Niche and Focus Strategy
We will look for issues and gaps in the industry and pioneer new markets. Management resources will be concentrated on carefully
selected targets to improve product quality and gain market share.
② Price and Quality/Leadership Strategy
While continuing to offer top notch service, we will improve price competitiveness by pursuing production efficiency, diversifying
monetization points, and reducing costs through bulk discounts.
③

Upsell/Cross Sell Strategy

We will identify new needs, continuously provide services at the right time for the right price and build long-term relationships
with customers.
(2) Business Environment
With regard to the entry restrictions that had been implemented in response to the global spread of the COVID-19 pandemic, there
has been a trend toward easing and or completely abolishing restrictions worldwide. The economy is on a gradual recovery trend,
including travel demand, which is showing a steady recovery. However, amid ongoing global monetary tightening and other factors, a
downturn in overseas economies poses a risk to the economy. In addition to the effects of rising prices, supply-side constraints, andfluctuations in financial and capital markets, we also need to pay close attention to the spread of COVID-19.
In this economic environment, the Group believes that it is important to improve productivity in existing businesses while expanding
new businesses and services, and not to miss out on sales opportunities in the post-pandemic era.
The Group is implementing and studying specific initiatives to address social issues by establishing project teams and other means
for sustainability management. By proactively addressing sustainability issues, we will enhance the value of our presence in society.
(GLOBAL WiFi Business)
With regard to the entry restrictions that had been implemented in response to the global spread of the new coronavirus infection,
there is an accelerating trend toward easing and total abolition of such restrictions worldwide, and international human traffic is also
on a certain degree of increase.
In a recovering business environment and in order to respond to various telecommunication demands from outbound, inbound, anddomestic users, we will provide various telecommunication plans that meet user needs, and increase price competitiveness by

12 / 125developing low-cost operations, such as reducing communication costs through pay-as-you-go contracts, unmanned airports, andreducing outsourcing costs by expanding in-house production of shipments.
(Information and Communication Service Business)
With the global shortage of semiconductor components and other parts, and the expectation that manufacturers will continue to face
product shortages, we believe it is important to respond flexibly to changes in the external environment by leveraging our strength in
not relying on a single product, service, or sales channel.
We will further refine the "Vision Hybrid Synergy model", detect the needs of the times, improve our product development andproposal capabilities, develop efficient sales, and strengthen our price competitiveness to achieve further growth.
(Glamping/Tourism Business)
The Group recognizes that the demand for outdoor recreation, which increased during the COVID-19 pandemic because it is a leisureactivity that can ensure social distance, is one of the new activities that will continue in the post-pandemic era.
The glamping tourism business can adapt to this new normal and effectively utilize the sales channels, business structure, andcustomer base we have cultivated to date. In the future, it will be important to capture not only domestic demand in Japan but also
inbound demand, which is expected to recover.
(3) Objective Indicators for Judging Whether Management Goals are Achieved, etc.
The Group has set a target operating income to continuously increase profitability in its core business. In addition, since the operating
profit margin depends on the composition ratio of the products we handle, we have not set a target so as not to impair customer needs,
but we consider it to be a certain factor in management decisions.
2018
results

2019
results

2020
results2021
results2022
results2023
projected

Operating profit(millions of yen)

2,484

3,325

103

1,105

2,414

3,000

Operating profit margin
(%)

11.6

12.2

0.6

6.1

9.5

11.3

(4) Priority Business and Financial Issues to be Addressed
Issues to be prioritized in the GLOBAL WiFi business are as follows.
①

Improvement of earnings for recovery of overseas travel
Build a business structure that can generate higher earnings than before the COVID-19 pandemic by expanding service plans andimproving operational efficiency.

②

Capture inbound demand and expand overseas sales channels
Strengthen promotion and improve convenience for inbound customers and expand services and overseas sales channels with a viewto overseas expansion.

③

Expansion of stable earnings
Strengthen sales of “Global WiFi for Biz”, a permanent in-house Wi-Fi service for corporate clients.

Issues to be prioritized in the Information and Communications Service business are as follows.
①

Respond to changes in the external environment
Flexible business operations utilizing multiple businesses and sales channels (accurate understanding of the times and customer
needs, and provision of products and services that meet those needs).

②

Improve productivity of existing businesses
Improving productivity by leveraging the Group's strengths in web marketing, sales, CLT (Customer Loyalty Team), and escalation(collaboration among business units, customer referrals).

13 / 125

③

Establish a stable revenue base over the long term
Increase stable stock revenues through sales expansion of monthly subscription-based in-house services and continuous use.

Issues to be prioritized in the Glamping/Tourism business are as follows.
①

Establish an attractive category
To achieve sustainable growth, establish and firmly establish glamping as a new attractive category alongside resort hotels andJapanese-style inns, without making the glamping category a fleeting trend.

②

Strengthen development capabilities
For existing facilities, make sustained capital investments to maintain and improve their attractiveness, and for new facilities,
implement development and construction plans on an on-schedule basis and improve development capabilities to continue to open
new appealing facilities.

③

Increase ability to attract visitors
Establish effective promotion and branding to attract not only domestic tourists but also foreign visitors to Japan.

We recognize that the Group's “issues to be addressed” will be solved by continuously securing and educating excellent employees.
Through business expansion, improvement of service quality, and establishment of branding, we will strive to continuously secure the humanresources needed by our group by raising our name recognition.

14 / 125

2. Business Risks
The following is a list of major risks that management believes may have a significant impact on the consolidated company's financial
position, business performance, and cash flow status, among other matters related to business and accounting conditions described in the
Annual Securities Report. However, this is not a complete list of all risks related to the Group, there are some risks that we have judged to
be immaterial now, and there are also risks that are difficult to foresee.
Matters in concerning the future in this document based on the judgment of the Group as of the end of the current consolidated fiscal year.
(1) Risks relating to the nature of our business① Risk of outbreak and spread of COVID-19
There is an accelerating global trend toward easing or completely abolishing entry restrictions that had been in place in response to theglobal spread of new coronavirus infections.
However, the Group’s business performance and financial position could be affected if new restrictions on activities or various regulations
are implemented due to the respread of COVID-19 caused by the emergence of a new mutant strain or the spread of a new infectious
disease with no cure.
② Risks in the Global WiFi Businessa. Purchase terms and conditions from telecommunications carriers, etc.
The Group purchases telecommunication services from telecommunication carriers around the world, but there is no guarantee that theGroup will be able to renew these services under the same purchasing conditions as before. Furthermore, changes in the business policies
of telecommunications carriers may force us to change our purchasing conditions to those that are less favorable than before. If our group's
purchasing conditions from carriers deteriorate, it may affect our group's business performance and financial position.
b. Exchange rate fluctuations
The Group conducts transactions denominated in foreign currencies. As a result, income, expenses, assets, and liabilities are denominatedin foreign currencies. Although the Group hedges risks through forward exchange contracts and other means to reduce the impact of
exchange rate fluctuations, sharp fluctuations in exchange rates could affect the Group's business performance and financial position.
c. Impact of competitors
There are competing companies operating mobile Wi-Fi router rental businesses for both domestic and international travelers, like theGroup. We are working to differentiate its services in terms of the number of areas served, service prices, transmission speed and quality,
and additional services, and will continue to further improve its services and strengthen its brand power.
However, the Group's business performance and financial position may be affected by a decline in profitability due to intensifiedcompetition from competitors, including new entrants from other industries, and an increase in advertising expenses.
d. Alliance and cooperative relationships
To strengthen its international competitiveness, the Group has formed various alliances and collaborations with business partners such as
sales agents and partner companies, through which it develops products and services, and develops and expands its sales and service
systems. As of the date of submission of this report, the relationship with business partners is good, but if the expected effects are notachieved, or if the alliance or cooperative relationship is dissolved for some reason, the business results and financial position of the Groupmay be affected.
e. Wi-Fi routers
Our group purchases Wi-Fi routers from telecommunication carriers and manufacturers around the world. The average service life of WiFi routers is about 2 years* due to battery, and casing deterioration. They are recorded as rental assets and amortized. If the speed ofdeterioration of the purchased Wi-Fi routers accelerates or the development cycle of Wi-Fi routers is shortened due to technologicalinnovation, etc., the Company will calculate and amortize them as rental assets. The Group's business performance and financial position
may be affected if the deterioration rate of purchased Wi-Fi routers accelerates or the development cycle of Wi-Fi routers is shortened due
to technological innovation.
*Although some Wi-Fi routers with replaceable batteries can be used for more than two years, they may become unsuitable as rental products
due to scratches. In some cases, Wi-Fi routers with replaceable batteries can be used for more than two years.
f. Other risks surrounding the businessIn addition to the above, other risks surrounding our business include changes in world affairs, such as terrorism and war, and damage totravel infrastructure due to natural disasters, such as earthquakes and typhoons, which could affect our group's business performance and

15 / 125

financial position if they cause a sharp decline in willingness to travel abroad.
In addition, we will pay particular attention to the rising geopolitical risks, such as the situation in Ukraine, political and economic conflicts
between the U.S. and China, the Taiwan-China issue, and the test-firing of missiles by North Korea.
③ Risks in the Information and Communications Service Businessa. Commissions received from telecommunications carriers
The Group receives commissions from telecommunication carriers or primary agents for brokering subscription contracts for services
provided by telecommunication carriers. The terms and conditions of the received commissions vary depending on the telecommunications
carrier, and a significant change in the terms and conditions due to a change in the management policy of the carrier may affect the businessperformance and financial position of our group.
b. Terms and conditions for purchasing information and communication equipment
The global shortage of semiconductors has made it difficult to purchase some information and telecommunications equipment. We havediversified our procurement sources and leveraged the strength of handling multiple services, including alternative products, without
depending on a single source, and have been flexibly responding to changes in the external environment. However, if delays in deliveries
due to prolonged semiconductor shortages or increases in unit procurement costs due to intensified competition become worse than
expected, the Group's business performance and financial position could be adversely affected. This could have a negative impact on thebusiness.
④ Risks in the Glamping/Tourism Businessa. Damage and deterioration of facilities
The Group has put in place a system to minimize the impact on its business activities of events that are deemed necessary to assume, butnatural disasters such as typhoons and earthquakes may exceed the scope of our assumptions. Such events may affect the Group's businessperformance and financial position.
b. Food poisoning
If a food poisoning incident were to occur due to new pathogens or defects in food sanitation management, the Group's businessperformance and financial position could be affected due to a loss of brand image. In order to prevent such incidents from occurring, we
regularly provide guidance and employee training to raise awareness of food management.
Risk of bad debts such as trade receivables
The Group provides services to many customers in Japan and overseas. In addition to conducting adequate credit management, the Groupprepares for losses due to bad debts by posting a certain amount of allowance for doubtful accounts in trade receivables and otherreceivables.
However, the occurrence of bad debt losses or an increase in the allowance for doubtful accounts due to changes in the debtor's situation
may affect the Group's business performance and financial position.
⑤⑥ Risks related to business alliances and mergers and acquisitions
The Group considers business alliances and mergers and acquisitions to be effective means of quickly expanding its business. When
implementing these, we conduct meticulous due diligence on the financial, legal, and business aspects of the target companies or businesses,
and strive to fully understand the investment ROI and risks. However, if the business does not proceed as planned due to changes in thebusiness environment or other reasons, or if problems not recognized in the due diligence are uncovered, there is a possibility of impairment
loss or loss on valuation of goodwill.
⑦

Risks related to system troubles

The Group's business relies on the Internet communication network as the foundation of its services. For this reason, we are taking
preventive measures, such as monitoring the operating status, to avoid system failures that may interfere with the use of our database andsales website, or system downtime due to cyber-attacks.
In addition, we have implemented preventive measures such as monitoring the operational status of the system to avoid system failuresthat could prevent the use of the sales website or system downtime due to cyber-attacks.
In addition, while we do our best to prevent accidental failures such as programming defects, we have established a system that allows us
to respond completely offline by building quick recovery measures in case of an emergency.
However, in the event of a large-scale system failure despite these measures, the provision of services may be hindered, which may havean impact on the business performance and financial position of our group.

16 / 125

⑧

Risks related to securing and training human resources

To further strengthen our sales activities and expand our business, we will continue to focus on revitalizing our human resources bystrengthening our recruiting activities for new graduates, people with specialized knowledge, and people with language skills to promote
our global business, as well as by implementing training programs according to the level of employees. We have also strengthened ourtraining system, worked to make evaluations more transparent and fairer, and established a reporting and consultation desk in cooperation
with experts to prevent resignations. However, if the recruitment plan and human resource development based on the above policies do notproceed as planned, or if the number of retirees increases beyond expectations, the business performance and financial position of theGroup may be affected.
⑨

Risk related to legal regulations

The Group's business is subject to legal regulations such as the Act against Unjustifiable Premiums and Misleading Representations, theAct on Specified Commercial Transactions, the Telecommunications Business Act, the Food Sanitation Act, and the Hotel Business Act. In
addition, in the Global WiFi business, we purchase communication services from local communication carriers around the world and are
subject to the laws and regulations of each country. In the future, unpredictable changes in these laws and regulations or new
establishment of such laws and regulations may lead to restrictions on the Group's business activities or an increase in costs forcompliance with legal regulations, which may have an impact on our business performance and financial position.
⑩

Protection of personal information

The Group holds personal information, and in addition to complying with laws and regulations regarding the protection of personal
information about the prevention of leaks of personal information, we have established a personal information protection policy and takethe utmost care in handling personal information. However, in the event of a large-scale leakage of personal information for any reason,
the Group may lose credibility and incur compensation costs, which may affect the Group's business performance and financial position.
⑪

Litigation

The Group has established a code of conduct and strives to conduct its business activities with integrity by promoting compliance.
However, we believe that there is a risk of unforeseen problems and lawsuits with users, business partners, and other third parties,
regardless of whether the Group's officers and employees violate laws and regulations.
Depending on the nature and outcome of the lawsuits, the business performance and financial position of our group may be affected.
(2) Others①

Dividend policy

The Group has not paid dividends in the past but recognizes that returning profits to shareholders is also an important management issue,
as it prioritizes investments to strengthen its financial position and expand its business and believes that aiming to further increase
corporate value will lead to the greatest return of profits to shareholders.
The Company's policy is to provide stable and continuous returns to shareholders, taking into consideration the business environment
surrounding the Group, while securing the internal reserves necessary to strengthen the financial position and expand business in the
future.
②

Dilution of share value due to exercise of stock acquisition rights

As of December 31, 2022, the number of shares to be issued upon exercise of the stock acquisition rights is as follows: "4.

1 Status of

Shares, etc., (2) Status of Stock Acquisition Rights, etc." However, if these stock acquisition rights are exercised, the total number ofoutstanding shares may increase and the value per share may be diluted.

17 / 125

3. Management’s Analysis of Consolidated Financial Condition, Results of Operations, and Cash Flow Conditions(1) Overview of the Business Results
The consolidated financial condition, results of operations, and cash flow conditions (hereinafter referred to as “operating results”)
of the Group (the Company and its subsidiaries) in the current consolidated fiscal year.
① Financial Position and Operating Results
For the consolidated fiscal year, Japan’s economy has been gradually recovering, including travel demand, although real gross
employment income has been weakening and consumer confidence has been weak. In the future, the economy is expected to pick up
under the post pandemic period.
However, amid ongoing global monetary tightening and other factors, a downturn in global economies poses a downside risk to theeconomy. In addition to the effects of rising prices, supply-side constraints, and fluctuations in financial and capital markets, we alsoneed to pay close attention to the spread of COVID-19.
Within this economic environment, the Company has focused on its core businesses, the GLOBAL WiFi and the Information andCommunications Service businesses, and strived to respond flexibly to consumer needs.
In addition, we have been developing the glamping and tourism business as a new segment since the current consolidated fiscal year.
As a result, net sales, operating income, ordinary income, and net income attributable to owners of the parent for the current
consolidated fiscal year exceeded those of the previous period.
FY2022(millions of yen)

FY2021(millions of yen)

Change(millions of yen)

YoY
(%)

Net sales

25,487

18,100

7,386

40.8

Operating profit

2,414

1,105

1,309

118.5

Ordinary profit

2,422

1,143

1,278

111.8

Profit or loss (-) attributableowners of parent

1,548

729

819

112.4

Business results by segment are as follows.
(GLOBAL WiFi Business)
The global trend is to reduce or end entry restrictions that had been in place in response to the spread of COVID-19.
In Japan, the resumption of entry for visitors in guided tours and the gradual relaxation of border control measures were implemented
in June 2022, and the resumption of entry for individual travel and visa exemption measures were implemented in October.
As a result, the number of foreign visitors to Japan in December 2022 will reach 1.37 million, or 3.83 million for the year. The
number is in the process of recovery compared to before the COVID-19 pandemic.
The number of outbound Japanese travelers is also increasing steadily, reaching 100,000 in April 2022, 300,000 in August 2022, and
430,000 in December 2022.
Against the backdrop of this environment, the Company has responded to various communication demands for outbound, inbound,and domestic users, and performed well in providing PCR testing services.
In addition, the Company continued to provide services related to quarantine procedures at airport quarantine stations upon entry toJapan.
As a result of these efforts, net sales for the current consolidated fiscal year were 14,389 million yen (up 58.6% from the previousyear) and segment income was 3,078 million yen (up 197.9% from the previous year), exceeding the results of the previous year.

18 / 125

FY2022(millions of yen)

FY2021(millions of yen)

Change(millions of yen)

Net sales

14,389

9,070

5,319

58.6

Segment profit

3,078

1,033

2,044

197.9

GLOBAL WiFi Business

YoY
(%)

(Information and Communications Service Business)
For the consolidated fiscal year, sales of mobile communication devices and office automation equipment were strong.
Furthermore, the Company strived to maximize lifetime value (customer lifetime value) through future up-selling and cross-selling,
reduction of long-term churn rates, and continuous income from stock products, and despite a temporary increase in operating costs,
the Company strove to expand sales of its monthly subscription-based in-house services.
In addition, the Company has been offering new services such as meeting room rental services since the current consolidated fiscal
year.
As a result, net sales increased year on year, but segment income decreased year on year.
Information andCommunications Service
Business
Net sales
Segment profit

FY2022

FY2021

ChangeYoY(millions of yen)(millions of yen)(millions of yen)(%)

10,615

8,804

1,810

20.6

765

1,116

-350

-31.4

(Glamping/Tourism Business)
Since the current consolidated fiscal year, the Company has newly developed the glamping and tourism business as its third segment
following the GLOBAL WiFi and the Information and Communications Service businesses in order to achieve sustainable growth andincrease corporate value over the medium to long term.
We provide our customers with extraordinary spaces and services by establishing stand-alone dome tents that emphasize privacy anda sense of oneness with nature, which is the appeal of glamping.
In April 2022, we reopened “Koshikano Onsen” in Kirishima City, Kagoshima Prefecture, as “VISION GLAMPING Resort & Spa
Koshikano Onsen,” followed in December by the opening of “VISION GLAMPING Resort & Spa Yamanakako” on the shore of Lake
Yamanakako at the foot of Mt. Fuji.
In the current consolidated fiscal year, the number of applications for use increased steadily and net sales of 340 million yen wererecorded, but the segment loss was 122 million yen due to prior investment from the next consolidated fiscal year onward.
Financial Analysis(Assets)
Total assets are 17,951 million yen (3,019 million yen more than the end of the previous consolidated fiscal year).
Current assets are 12,852 million yen (2,103 million yen more than the end of the previous consolidated fiscal year). The main
reasons for this are cash and deposits and notes and accounts receivable-trade increased by 554 million yen and 1,474 million yen,respectively.
Fixed assets are 5,098 million yen (915 million yen more than the end of the previous consolidated fiscal year). The main reasonsfor this are due to the construction of new facilities used in the newly launched glamping/tourism business, there was an increase of
1,031 million yen for buildings and structures, 100 million yen for machinery, equipment, and vehicles, and 299 million yen for land.
Goodwill, long-term loans receivable, and deferred tax assets decreased by 173 million yen, 315 million yen, and 257 million yen,respectively.
(Liabilities)
Total liabilities are 5,911 million yen (1,101 million yen more than the end of the previous consolidated fiscal year).
Current liabilities are 4,872 million yen (992 million yen more than the end of the previous consolidated fiscal year). The main
reasons for this are increases in accounts payable-other and income taxes payable of 755 million yen and 319 million yen, respectively.
Fixed liabilities are 1,038 million yen (108 million more than the end of the previous consolidated fiscal year). The main reason forthis is that long-term debt increased by 113 million yen.

(Net Assets)

19 / 125

Net assets are 12,039 million yen (1,917 million yen more than the end of the previous consolidated fiscal year). The main reasonsfor this are that capital stock and capital surplus both increased by 148 million yen due to the exercise of stock options, and retained
earnings increased by 1,548 million yen due to the posting of net income attributable to owners of the parent.
② Cash Flow Conditions
Cash and cash equivalents (hereinafter referred to as "capital") at the end of the current consolidated fiscal year was 8,185 million
yen which is 554 million yen more than the end of the previous consolidated fiscal year.
(Cash Flow from Operating Activities)
As a result of operating activities, capital was 1,539 million yen (1,412 million yen more than used in the previous fiscal year). Thiswas mainly due to an increase of 1,433 million yen in accounts receivable, while income before income taxes and minority interests of
2,357 million yen, and accounts payable-other of 559 million yen were recorded.
(Cash Flow from Investing Activities)
As a result of investing activities, capital was 1,200 million yen (554 million yen less than used in the previous fiscal year). This was
mainly due to expenditures of 1,217 million yen for the purchase of property, plant, and equipment.
(Cash Flow from Financing Activities)
As a result of financial activities, capital was 137 million yen (an increase of 30 million yen compared to the previous consolidated
fiscal year). This was mainly due to proceeds of 295 million yen from the exercise of stock options, while 98 million yen was used
for the repayment of long-term loans payable, and 50 million yen was used for the repayment of short-term loans payable.
③ Status of Production, Orders, and Sales
a. Production Results
Not applicable.
b. Purchasing Results
The purchasing results organized by segment are as follows.
Segment

Purchase Amount (millions of yen)

GLOBAL WiFi Business

2,580

23.3

Information and Communications
Service Business

3,889

30.0

55

－

6,525

28.4

Glamping/Tourism Business
Total

YoY (%)

Note: The amount depends on the purchase price.
c. Order Results
Since the time from ordering to sales is short, it is omitted.
d. Sales Results
The sales results divided into segments are as follows.
Segment

Sales Amount (millions of yen)

YoY (%)GLOBAL WiFi Business

14,38958.6

Information and Communications
Service Business

10,572

20.1

338

－

25,300

41.5

186

-17.5

Glamping/Tourism BusinessTotal Reporting Segments
Other

20 / 125

Total

25,487

40.8

Previous Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021)

Current Consolidated Fiscal Year
(January 1, 2022 - December 31, 2022)

Sales (millions ofyen)

Sales (millions ofyen)Note 1．Inter-segment transactions are eliminated.
2．Sales by major customer and percentage of total sales

Main Customers

Members Mobile Inc.
Narita Airport Quarantine
StationRatio (%)

Ratio (%)

3,200

17.7

3,320

13.0

－

－

2,706

10.6

(2) Management's Discussion and Analysis of Operating Results
The following is a description of the recognition, analysis, and discussion of the Group's operating results from the management's
viewpoint. Forward-looking statements in the text are based on judgments made as of the end of the current consolidated fiscal year.
①

Recognition, Analysis and Discussion of Financial Condition and Operation Results
The financial position and operating results for the current consolidated fiscal year are as described in “Item 2. Business Overview
3. Management’s Analysis of Consolidated Financial Condition, Results of Operations, and Cash Flow Conditions (1) Overview ofBusiness Results”.
The Group sets its operating income target because of the importance it attaches to profitability in its core business of operating
activities.
The earlier-than-expected easing of entry restrictions that had been implemented in response to the global spread of COVID-19
resulted in strong demand for telecommunications in Japan and overseas, which exceeded the full-year earnings forecast announced on
November 10, 2022.
Current Consolidated
Fiscal Year(millions of yen)

Revised Plan as of
11/10(millions of yen)

Net sales

25,48724,556931

3.8

Operating profit

2,414

2,318

96

4.1

9.5

9.4

0.0

－

Ordinary profit

2,422

2,324

98

4.2

Net profit attributable toowners of the parent

1,548

1,525

22

1.5

Operating profit margin (%)

ChangeChange Rate

(millions of yen)(%)

As a result, assets, liabilities, and net assets each increased from the previous consolidated fiscal year.
Although the current ratio was lower than the previous consolidated fiscal year, the Group maintained financial soundness with acurrent ratio of 242.5% (252.2% at the end of the previous consolidated fiscal year) and an equity ratio of 67.0% (67.7% at the end of
the previous consolidated fiscal year).
The factors that have a significant impact on the Group's operating results are as described in “Item 2. Business Overview 2. Business
Risks.”
Recognition, analysis, and discussion of the status of operating results by segment are as follows.
As a result of the initiatives described in “Item 2. Business Overview 3. Management’s Analysis of Consolidated Financial Condition,
Results of Operations, and Cash Flow Conditions (1) Overview of Business Results”, the following results were achieved.

21 / 125Segment Profit②

Current
Consolidated
Fiscal Year(million)

Revised Plan as of
11/10

ChangeChange Rate

(million yen)(million yen)(%)

GLOBAL WiFi Business

3,078

2,587

490

19.0

Information andCommunications Service
Business

765

970

-204

-21.1

Information Concerning Analysis and Examination of Cash Flow Status, Financial Resources of Capital, and Liquidity of Funds
An analysis of the status of cash flows for the current fiscal year is described in “Item 2. Business Overview 3. Management’s Analysis
of Consolidated Financial Condition, Results of Operations, and Cash Flow Conditions (1) Overview of Business Results ② Cash Flow
Conditions.”
The main demand for working capital in the Company's business activities is due to operating expenses such as the purchase ofcommunications and devices for Global WiFi, selling expenses, general and administrative expenses, as well as development costs for
new businesses. The Company's basic policy is to cover these capital needs with its own funds.

③

Significant accounting estimates and assumptions used in making such estimates
The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted inJapan. In preparing these consolidated financial statements, we use estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses, but the actual results may differ from the values based on these estimates and assumptions.
Significant accounting estimates and assumptions used in the preparation of the consolidated financial statements are included in “Item5. Accounting Conditions 1. Consolidated Financial Statements, etc. (1) Consolidated Financial Statements Notes (Critical Accounting
Estimates)”.

4. Important Management Contracts, etc.
Not applicable.

5. Research and Development Activities
Not applicable.

22 / 125

Item 3: Status of Equipment
1. Overview of Capital Investment
The capital investment for the current consolidated fiscal year is as follows. In the GLOBAL WiFi business, investments were mademainly in rental assets to accommodate an increase in the number of device rentals, and in the Information and Communications Service
business, investments were mainly in buildings and tools, furniture, and fixtures in the conference room rental service. In addition, theglamping/tourism business was launched in the current fiscal year, resulting in an increase in assets related to glamping facilities, suchas land and buildings. There were no other investments or sales or removal of assets that had a significant impact on management.
Capital investment for the current consolidated fiscal year includes both tangible fixed assets and software.

Segment Name

Current Consolidated Fiscal Year

GLOBAL WiFi BusinessInformation and Communications
Service Business
Glamping/Tourism Business

221,819 thousands of yen

1,086,647 thousands of yen

Total Segments Reporting

1,374,614 thousands of yen

66,146 thousands of yen

Other and Company Wide

85,775 thousands of yen

Total

1,460,390 thousands of yen

2. Status of Major Equipment(1) Submitting Company
As of December 31, 2022
Carrying Amount (thousands of yen)
Office(Location)

Segment

Equipment
Summary

Buildings Machinery
Tools,
Landandand delivery equipment,(Area m²)
structures equipment and fixtures

RentalassetsSoftwareConstructionin progress－ 127,853 100,522

810

Headquarters,
All
OfficeShinjuku
businesses
equipment,
Officesandsupplies,(Shinjukucompany
softwareku, Tokyo)
wide

62,365－34,959VISION
GLAMPING
Glamping/
Resort & Spa
tourism
Yamanakako
business(Yamanakako,
Yamanashi)

Glamping
facility

612,692

98,89828,126274,420(12,946)－－

All
Call center
businesses

169,382

9,118

3,381

33,752(811)－－

Call Center(Saga City,
Saga)

Number of
Employees

Total

326,511326

9,218 1,023,356

3215,635

36－

Note: There are no major facilities currently out of service.
(2) Domestic Subsidiaries
As of December 31, 2022
Carrying Amount (thousands of yen)Company

KoshikanoOnsen Inc.

Office(Location)

Segment

Bihandanoyu
Koshikano Glamping/
Onsen
tourism(Kirishima, business
Kagoshima)

Equipment
Summary

Glamping
and ryokan
facility

Buildings Machinery
Tools,
Land
Construction
andand delivery equipment,(Area m²) in progressstructures equipment and fixtures

365,128

Note: There are no major facilities currently out of service.

23 / 125

2,978

13,491

25,297(12,660)

33,419Total

440,315

Number of
Employees

10(3) International Subsidiaries
There are no major facilities.

3. Plans for New Equipment Installation or Removal, etc.
Not applicable.

24 / 125

Item 4: Status of Submitting Company
1. Status of Stocks, etc.
(1) Total Number of Shares, etc.
① Total Number of Shares
Type

Total Number of Issuable Shares

Common Stock

123,000,000

Total

123,000,000② Issued Shares

Type

Number of issued
shares on last day offiscal year
(December 31, 2022)

Common Stock

50,422,200

Total

50,422,200

Number of issued
shares on date ofsubmittal(March 31, 2023)

Name of listed
financial exchange or
Summary
registered financial
association
Tokyo Stock Exchange
50,442,300
A unit equivalent to 100 shares.
(Prime Market)
50,442,300－－

Note 1. The number of shares issued as of the date of submission does not include the number of shares issued by exercising stockacquisition rights from March 1, 2023 to the date of submission of this securities report.
2. The Company was listed on the First Section of the Tokyo Stock Exchange, but due to the revision of the market classificationof the Tokyo Stock Exchange as of April 4, 2022, the Company is listed on the Prime Market of the Tokyo Stock Exchange.

25 / 125

(2) Status of Stock Acquisition Rights, etc.
① Summary of Stock Options System
Resolution date

Extraordinary General Meeting of Shareholders Resolution: April 27, 2012
(Board of Directors Resolution: February 1, 2013)

Classification and number of grantees

Directors: 1
Employees: 8

Number of stock acquisition rights*

2 [0]Type, content, and number of sharessubject to stock acquisition rights*
Payment amount (yen) when exercisingstock acquisition rights*
Exercise period of stock acquisitionrights*Issue price and capital inclusion amount(yen) of shares when issuing shares by
exercising stock acquisition right*

Conditions for exercising stockacquisition rights*(Note 1)

1,200 ordinary shares [0]170(Note 1)

(Note 2)February 4, 2015 – February 3, 2023
Issue price: 170
Capital inclusion amount: 85(1) A person who has been allocated stock acquisition rights must remain in theposition of director, corporate auditor, or employee of the Company at the timeof exercising the rights.
(2) In the event of the death of a stock acquisition right holder, inheritance of stockacquisition rights shall not be permitted.
(3) Stock acquisition rights may be exercised from February 4, 2015 or one year
after the date of listing on a financial instruments exchange, whichever is later.
(4) Other conditions of exercise shall be as set forth in the "Stock Acquisition
Rights Allotment Agreement" concluded between the Company and the
grantee of the stock acquisition rights.

Matters concerning the transfer of stockacquisition rights*

The transfer of stock acquisition rights requires the approval of the Company
Board of Directors.
In the event that the Company conducts a merger (limited to cases where theCompany ceases to exist as a result of the merger), absorption-type demerger,
incorporation-type demerger, share delivery or share transfer (all of the above
collectively referred to as "Organizational Restructuring"), if the Company
stipulates that stock acquisition rights of the following stock companies shall bedelivered in accordance with the terms and conditions of the agreement or plan,etc. stipulated at the time of the Organizational Restructuring, stock acquisitionrights of the following stock companies shall be delivered in proportion to theratio of the Organizational Restructuring.
(1) Merger (limited to cases where the Company is dissolved)
Matters concerning the issuance ofStock company that survives the merger or stock company that is establishedstock acquisition rights related tobecause of the merger
organizational restructuring*(2) Absorption-type split
A stock company that succeeds to all or part of the rights and obligations heldby the stock company conducting the absorption-type demerger with respect
to its business.
(3) New company split
A joint stock company established through a new company split(4) Share delivery
A stock company that acquires all the issued shares of the company
conducting the share delivery.
(5) Share transfer
Stock company to be established through share transfer*The contents as of the end of the current fiscal year (December 31, 2022) are described. Matters that have been changed from the endof the current fiscal year to the end of the month preceding the submission date (February 28, 2023) are indicated and other mattersremain unchanged from the end of the current fiscal year.
Note 1. The number of shares to be issued upon exercise of each stock acquisition right is 600 shares. The same shall apply hereinafter.
However, if the Company conducts a stock split (including allotment of shares) or a reverse stock split after the allotment dateof stock acquisition rights, the number of shares to be issued upon exercise of stock acquisition rights shall be adjusted inaccordance with the following formula. However, such adjustment shall be made only with respect to the number of shares tobe issued upon exercise of stock acquisition rights that have not been exercised at the time of such adjustment, and any fractionof less than one share resulting from such adjustment shall be rounded down.
Number of shares to be allotted after adjustment ＝ Number of shares to be allotted before adjustment × Ratio of stock split
or consolidation

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2．If the Company conducts a stock split or a reverse stock split after the allotment date of stock acquisition rights, the paid-in
amount shall be adjusted in accordance with the following formula, and any fraction less than one yen resulting from theadjustment shall be rounded up to the nearest one yen.

Exercise value after adjustment ＝ Exercise value before adjustment ×

1
Ratio of stock split or consolidation

In addition, the Company may, after the allotment date of stock acquisition rights, issue shares to be offered at a price below themarket price (including the issuance of shares by gratis allotment of shares and the delivery of treasury stock but excluding theexercise of stock acquisition rights (including bonds with stock acquisition rights) and the conversion of securities convertible
into common stock of the Company). If the Company issues new shares (including the issuance of shares by gratis allotment
and the delivery of treasury stock), the paid-in amount shall be adjusted in accordance with the following formula, and any
fraction of less than one yen resulting from the adjustment shall be rounded up to the nearest one yen.
NumberNumber of shares newly issued ×of shares
Amount paid in per sharealready ＋
Stock price before new issuanceissuedExercise value after adjustment ＝ Exercise value before adjustment ×
Number of shares already issued＋Number ofshares newly issued

27 / 125

Resolution date

Board of Directors Resolution: November 13, 2017Classification and number of grantees

Directors: 3
Employees: 160

Number of stock acquisition rights*

3,490 [3,427]

Type, content, and number of sharessubject to stock acquisition rights*

1,047,000 ordinary shares [1,028,100](Note 1)
(Note 1)

Payment amount (yen) when exercising
863 (Note 2)
stock acquisition rights *Exercise period of stock acquisition
April 1, 2019 – March 31, 2025
rights *Issue price and capital inclusion
amount (yen) of shares when issuing
Issue price: 868
shares by exercising stock acquisition
Capital inclusion amount: 434
rights *Conditions for exercising stock(Note 3)acquisition rights *Matters concerning the transfer of stock The transfer of stock acquisition rights requires the approval of the Company
acquisition rights *Board of Directors.
Matters concerning the issuance ofstock acquisition rights related to(Note 4)organizational restructuring **The contents as of the end of the current fiscal year (December 31, 2022) are described. Matters that have been changed from the end of
the current fiscal year to the end of the month preceding the submission date (February 28, 2023) are indicated and other matters remainunchanged from the end of the current fiscal year.
Note 1. The number of shares to be issued upon exercise of each stock acquisition right is 300 shares. However, if the Company conducts
a stock split (including gratis allotment of shares; hereinafter the same) or a reverse stock split after the allotment date of stockacquisition rights, the number of shares to be issued upon exercise of stock acquisition rights shall be adjusted in accordance withthe following formula. However, such adjustment shall be made only with respect to the number of shares to be issued upon exerciseof stock acquisition rights that have not been exercised at the time of the adjustment, and any fraction of less than one share resulting
from the adjustment shall be rounded down.
Number of shares to be allotted after adjustment ＝ Number of shares to be allotted before adjustment × Ratio of stock split
or consolidation
2. If the Company conducts a stock split or reverse stock split after the allotment date of the stock acquisition rights, the amount tobe paid in shall be adjusted according to the following formula and any fraction less than one yen resulting from the adjustment
shall be rounded up to the nearest yen.
Exercise value after adjustment ＝ Exercise value before adjustment ×

1
Ratio of stock split or consolidation

In addition, after the allotment date of the stock acquisition rights, the offered shares will be issued at a price lower than the market
price (including issuing allotment of shares and delivering treasury stock and corporate bonds with stock acquisition rights). When
exercising or converting securities that can be converted into common stock of the Company, the payment amount will be adjusted
according to the following formula, and any fraction less than 1 yen resulting from the adjustment will be rounded up.
NumberNumber of shares newly issued ×of shares
Amount paid in per sharealready ＋
Stock price before new issuanceissuedExercise value after adjustment ＝ Exercise value before adjustment ×
Number of shares already issued＋Number ofshares newly issued
3. (1) In the event that the operating income of the Company satisfies the conditions set forth below, the stock acquisition rightholders may exercise their stock acquisition rights in accordance with the conditions satisfied, by multiplying the number ofstock acquisition rights allocated to each stock acquisition right holder by the ratio set forth in each of the relevant items(hereinafter referred to as the "Exercisable Ratio") from the first day of the month following the filing date of the Annual
Securities Report for the fiscal year in which the level of the relevant operating income is first satisfied.
① If operating income for the fiscal year ending December 31, 2018 exceeds 2.1 billion yen and operating income for the
fiscal year ending December 31, 2019 exceeds 2.6 billion yen
Exercisable ratio: 30%

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② If operating income for the fiscal year ending December 31, 2020 exceeds 3.1 billion yen
Exercisable ratio: 30%
If both conditions ① and ② are met, the exercisable ratio shall be 60%.
③ Notwithstanding ① and ② above, if operating income exceeds 3.6 billion yen for any fiscal year from the fiscal year
ending December 31, 2018 to the fiscal year ending December 31, 2021
Exercisable ratio: 100%.
In determining operating income, reference shall be made to operating income in the consolidated statements of income (orstatements of income, if consolidated statements of income are not prepared) as stated in the Company's annual securities
report. If there is a significant change in the concept of the items to be referred to due to the application of International
Financial Reporting Standards, etc., the Board of Directors of the Company shall separately determine the indicators to bereferred to (hereinafter the same). In the calculation of the exercisable ratio, any fraction of less than one (1) unit in the numberof Stock Acquisition Rights exercisable by each Stock Acquisition Rights Holder shall be rounded down to the nearest unit.
(2) Notwithstanding (1) above, if the operating income for any fiscal year from the fiscal year ending December 31, 2018 to thefiscal year ending December 31, 2021 falls below 1.6 billion yen, the stock acquisition right holder may not exercise the stockacquisition rights thereafter, except for the stock acquisition rights that have already become exercisable in accordance with (1)above.
(3) Holders of stock acquisition rights must be directors (excluding outside directors; hereinafter the same) or employees of theCompany or employees of a subsidiary of the Company at the time of exercising their rights. However, this shall not apply incases where the Board of Directors recognizes that the person has retired due to expiration of his/her term of office, mandatory
retirement age or other justifiable reasons.
(4) Notwithstanding the provisions of (3) above, in the event of the death of a Stock Acquisition Rights Holder and if the Board of
Directors of the Company, after considering various circumstances, approves in writing the exercise of the Stock Acquisition
Rights by the heir of such Stock Acquisition Rights Holder, the heir of such Stock Acquisition Rights shall be entitled toexercise the Stock Acquisition Rights that would have been exercisable if the Stock Acquisition Rights Holder were still alive.
(5) Except as provided in (4) above, succession of the Stock Acquisition Rights by inheritance shall not be permitted. If the heir ofa stock acquisition right holder dies, the stock acquisition rights shall not be inherited again.
(6) If the exercise of the Stock Acquisition Rights causes the total number of issued shares of the Company to exceed the total
number of shares authorized to be issued at the time, the Stock Acquisition Rights may not be exercised.
(7) Each Stock Acquisition Right may not be exercised for less than one Stock Acquisition Right.
(8) Other conditions for the exercise of rights shall be as set forth in the Stock Acquisition Rights Allotment Agreement to be
executed between the Company and the grantee of the Stock Acquisition Rights.
4. If the Company conducts a merger (limited to cases where the Company is dissolved due to a merger) absorption-type demerger,
incorporation-type demerger, share delivery, or share transfer (collectively, the "Organizational Restructuring Acts"), the Company
may request the holders of stock acquisition rights on the effective date of the Organizational Restructuring Acts to exercise theirstock acquisition rights. If the Company conducts a corporate reorganization (hereinafter collectively referred to as the "Corporate
Reorganization"), stock acquisition rights of the stock companies listed in Article 236, Paragraph 1, Items 8 (a) through (e) of theCompanies Act (hereinafter referred to as the "Reorganized Companies") shall be granted to the stock acquisition rights holders on
the effective date of the Corporate Reorganization in each case under the following conditions. However, this shall be limited tocases where it is stipulated in an absorption-type merger agreement, incorporation-type merger agreement, absorption-type demerger
agreement, incorporation-type demerger plan, share delivery agreement or share transfer plan that stock acquisition rights of theReorganized Company shall be delivered in accordance with the following conditions.
(1) Number of stock acquisition rights of the Reorganized Company to be delivered
The number of stock acquisition rights of the Reorganized Company to be granted shall be the same as the number of stockacquisition rights held by the holders of stock acquisition rights.
(2) Type of shares of the Reorganized Company to be issued upon exercise of stock acquisition rights
Common stock of the Reorganized Company.
(3) Number of shares of the Reorganized Company to be issued upon exercise of stock acquisition rights
The number of shares of the Reorganized Company to be issued upon exercise of the stock acquisition rights shall be
determined in accordance with Note 1, taking into consideration the conditions of the Reorganization.
(4) Value of assets to be contributed upon exercise of stock acquisition rights
The value of assets to be contributed upon the exercise of each stock acquisition right to be granted shall be the post
reorganization exercise price obtained by adjusting the exercise price determined in Note 2, multiplied by the number of sharesof the Reorganized Company to be issued upon the exercise of the stock acquisition rights, as determined in accordance withNote 4 (3), after taking into consideration the conditions of the Organizational Restructuring.
(5) Period during which the stock acquisition rights may be exercised
From the first day of the exercise period until the last day of the exercise period or the effective date of the reorganization,

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whichever is later.
(6) Matters concerning capital and capital reserve to be increased in the event of the issuance of shares upon the exercise of stockacquisition rights① The amount of capital stock to be increased in the event of the issuance of shares upon the exercise of the Stock Acquisition
Rights shall be half of the maximum amount of increase in capital stock calculated in accordance with Article 17, Paragraph
1 of the Corporate Calculation Regulations. Any fraction of less than a yen resulting from the calculation shall be rounded up
to the nearest one yen.
② The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of the Stock
Acquisition Rights shall be the amount obtained by subtracting the amount of capital to be increased as set forth above in ①
from the maximum increase in capital.

30 / 125

Resolution date

Board of Directors Resolution: March 1, 2022

Classification and number of grantees

Directors: 3
Employees: 27
Subsidiary company directors: 2

Number of stock acquisition rights*

7,200

Type, content, and number of sharessubject to stock acquisition rights*

720,000 ordinary shares(Note 1)
(Note 1)

Payment amount (yen) when exercising
1,162 (Note 2)
stock acquisition rights*
Exercise period of stock acquisition
April 1, 2024 – March 31, 2032
rights*Issue price and capital inclusion
amount (yen) of shares when issuing
Issue price: 1,170
shares by exercising stock acquisition
Capital inclusion amount: 585
rights*Conditions for exercising stock(Note 6)acquisition rights*
Matters concerning the transfer of stock The transfer of stock acquisition rights requires the approval of the Company
acquisition rights*
Board of Directors.
Matters concerning the issuance ofstock acquisition rights related to(Note 8)organizational restructuring**The information is as of the date of grant (March 18, 2022). As of the end of the month prior to the date of submission (February 28,2023), there has been no change.
Note 1. Class and number of shares to be issued or transferred upon exercise of stock acquisition rights
The number of shares to be issued upon exercise of each Stock Acquisition Right (the “Number of Granted Shares”) shall be
100 shares of common stock of the Company.
The Number of Granted Shares shall be adjusted in accordance with the following formula in the event of a stock split(including gratis allotment of shares of common stock of the Company; the same shall apply hereinafter) or a reverse stock
split after the allotment date of the Stock Acquisition Rights. However, such adjustment shall be made only with respect tothe number of shares to be issued upon exercise of the Stock Acquisition Rights that have not been exercised as of such time,and any fraction of less than one share resulting from such adjustment shall be rounded down.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of split (or consolidation)
In the event that the Company conducts a merger, corporate split, share exchange, or share delivery after the allotment dateof the stock acquisition rights, or in the event that the Number of Shares Granted needs to be adjusted in accordance withthese cases, the Company may appropriately adjust the Number of Shares Granted to a reasonable extent.
2. Value or calculation method of assets to be contributed upon exercise of stock acquisition rights
The value of assets to be contributed upon exercise of the Stock Acquisition Rights shall be the amount to be paid per share(hereinafter referred to as the “Exercise Price”) multiplied by the number of shares granted.
The Exercise Price shall be 1,162 yen.
If the Company conducts a stock split or a reverse stock split after the allotment date of the Stock Acquisition Rights, theExercise Price shall be adjusted in accordance with the following formula, and any fraction less than one yen resulting fromthe adjustment shall be rounded up to the nearest one yen.
1

Exercise price after adjustment = Exercise price before adjustment ×

Ratio of stock split or consolidation

In addition, after the allotment date of the stock acquisition rights, the offered shares will be issued at a price lower than the market
price (including issuing allotment of shares and delivering treasury stock and corporate bonds with stock acquisition rights). When
exercising or converting securities that can be converted into common stock of the Company, the payment amount will be adjusted
according to the following formula, and any fraction less than 1 yen resulting from the adjustment will be rounded up.
Exercisevalue after
adjustment＝

Exercise

Number ofvalue

already

beforeadjustment

×

Number of＋issued shares

newly issued

×

Amount paid in per share

sharesStock price before new issuance

Number of already issued shares ＋ Number of newly issued shares

In the above formula, the "number of already issued shares" shall be the number obtained by deducting the number of treasury
shares of common stock of the Company from the total number of outstanding shares of common stock of the Company, and in

31 / 125

the event that the Company disposes of treasury shares of common stock of the Company, "number of newly issued shares" shallbe read as "number of treasury shares to be disposed of".
Furthermore, in addition to the above, if the Company conducts a merger, corporate split, share exchange, or share delivery after
the allotment date of the Stock Acquisition Rights, or if it is necessary to adjust the exercise price in accordance with these cases,
the Company may adjust the exercise price appropriately to a reasonable extent.
3. Period during which the Stock Acquisition Rights may be exercised
The period during which the Stock Acquisition Rights may be exercised (hereinafter referred to as the "Exercise Period") shall befrom April 1, 2024 to March 31, 2032.
4. Matters concerning capital and capital reserve to be increased① The amount of capital to be increased in the event of the issuance of shares upon exercise of the SARs shall be half of the
maximum amount of increase in capital, etc., as calculated in accordance with Article 17, Paragraph 1 of the Corporate
Calculation Regulations. Any fraction of less than one yen resulting from the calculation shall be rounded up to the nearest oneyen.
② The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of stock acquisition rights
shall be the amount obtained by subtracting the amount of capital to be increased as set forth in (i) above from the maximum
amount of increase in capital, etc. as set forth in (i) above.
5. Restriction on acquisition of stock acquisition rights by transfer
Acquisition of the Stock Acquisition Rights by transfer shall require approval by a resolution of the Board of Directors of theCompany.
6. Conditions for the exercise of stock acquisition rights① Persons who have received allotment of stock acquisition rights (hereinafter referred to as "stock acquisition right holders")
shall be entitled to exercise the stock acquisition rights for the fiscal years ending December 31, 2023 through December 31,
2027, in accordance with the provisions of the "Stock Acquisition Rights Allotment Agreement" concluded between the
Company and the allottee of stock acquisition rights. The Company's operating income (if the Company does not prepare a
consolidated statement of income, the statement of income) for the fiscal years ending December 31, 2023 through December
31, 2027 (or, if the Company does not prepare a consolidated statement of income, the statement of income) shall be the ratio
set forth in (a) or (b) below (the "exercisable ratio"). Any fraction of less than one Stock Acquisition Right that becomes
exercisable in the calculation of such exercisable ratio shall be rounded down.
(a) If operating income exceeds 4 billion yen in any fiscal year from the fiscal year ending December 31, 2023 to the fiscal
year ending December 31, 2025
Exercisable ratio: 50(b) If operating income exceeds 5 billion yen in any fiscal year from the fiscal year ending December 31, 2023 to the fiscal
year ending December 31, 2027
Exercisable ratio: 100
In the event that the Board of Directors determines that it is not appropriate to use the actual figures shown in the consolidated
statements of income to determine operating income, due to a change in applicable accounting standards or the occurrence ofan event such as a corporate acquisition that has a significant impact on the Company's results, the Company will exclude theimpact of such corporate acquisition to a reasonable extent and use such figures in the determination. If the Board of Directors
determines that it is not appropriate to decide based on the actual figures shown in the Company's consolidated statements ofincome, the Company may adjust the actual figures used in the determination to eliminate the effect of the acquisition to areasonable extent. In the event that stock compensation expenses related to the stock acquisition rights are recorded in therelevant consolidated statement of income, the judgment shall be made based on the operating income before deduction ofstock compensation expenses after eliminating the effect of such expenses.
② Holders of stock acquisition rights must be directors, corporate auditors or employees of the Company or its affiliates at thetime of exercising their stock acquisition rights. However, this shall not apply in cases where the Board of Directors
recognizes that there is a justifiable reason, such as retirement from office due to expiration of term of office, mandatory
retirement age, or other reasons.
③ The exercise of the Stock Acquisition Rights by the heirs of the holders of the Stock Acquisition Rights shall not be permitted.
④ If the exercise of the Stock Acquisition Rights would cause the total number of shares issued by the Company to exceed the

32 / 125

total number of shares authorized to be issued at the time, the Stock Acquisition Rights may not be exercised.
⑤ No less than one Stock Acquisition Right may be exercised for each Stock Acquisition Right.
7. Matters concerning acquisition of Stock Acquisition Rights① In the event that a general meeting of shareholders approves (or if approval by a general meeting of shareholders is not
required, the Board of Directors resolves) a merger agreement under which the Company will become a dissolving company,
a company split agreement or plan under which the Company will become a splitting company, or a share exchange
agreement, share delivery plan or share transfer plan under which the Company will become a wholly owned subsidiary, theCompany shall acquire the Stock Acquisition Rights in accordance with the resolution of the Board of Directors on the dateseparately determined by the Board of Directors. In the event that the Company's Board of Directors separately determinesto acquire all of the Stock Acquisition Rights, the Company may acquire all of the Stock Acquisition Rights without
consideration on a date to be separately determined by the Board of Directors.
② If a stock acquisition right holder becomes unable to exercise the Stock Acquisition Rights in accordance with the provisions
set forth in (Note 6) above before exercising the rights, the Company may acquire such Stock Acquisition Rights that are nolonger exercisable without consideration upon the arrival of a date separately determined by the Board of Directors of theCompany.
8. Treatment of stock acquisition rights in the event of organizational restructuring
In the event that the Company conducts a merger (limited to cases where the Company is dissolved in a merger), absorption-typecompany split, incorporation-type company split, share exchange or share transfer (collectively, the "Reorganization"), theCompany may grant stock acquisition rights to the holders of stock acquisition rights on the effective date of the Reorganizationin each case to the stock companies listed in Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act (the"Reorganized Companies"). The stock acquisition rights of the Reorganized Company shall be delivered to the holders of thestock acquisition rights of the Reorganized Company in accordance with the following conditions, respectively. However, thisshall be limited to cases where it is stipulated in the absorption-type merger agreement, incorporation-type merger agreement,
absorption-type company split agreement, incorporation-type company split plan, share exchange agreement, or share transfer
plan that stock acquisition rights of the Reorganized Company shall be delivered in accordance with the following conditions.
① Number of stock acquisition rights of the Reorganized Company to be delivered
The same number of stock acquisition rights as the number of stock acquisition rights held by the holders of the stockacquisition rights shall be granted.
② Class of shares of the Reorganized Company to be issued upon exercise of stock acquisition rights③ Number of shares of the Reorganized Company to be issued upon exercise of the share subscription rights: To be
determined in accordance with (Note 1) above, taking into consideration the conditions of the Reorganization.
④ Amount of assets to be contributed upon exercise of stock acquisition rights
The value of assets to be contributed upon the exercise of each stock acquisition right to be granted shall be the amountobtained by multiplying the post-reorganization exercise price obtained by adjusting the exercise price determined in (Note2) above by the number of shares of the Reorganized Company to be issued for such stock acquisition rights as determinedin accordance with ③ of Note 8 above, considering the conditions of the Organizational Restructuring Acts.
⑤ Period during which stock acquisition rights may be exercised
From the later date of either the first day of the exercise period stipulated in (Note 3) above or the effective date of therestructuring transaction, to the last day of the exercise period stipulated in (Note 3) above.
⑥ Matters concerning capital stock and capital reserve to be increased when shares are issued due to the exercise ofsubscription rights
To be determined in accordance with (Note 4) above.
⑦ Restriction on acquisition of stock acquisition rights by transfer
Restrictions on acquisition by transfer shall require approval by a resolution of the Board of Directors of the ReorganizedCompany.
⑧ Other conditions for the exercise of subscription rights
To be determined in accordance with (Note 6) above.
⑨ Reasons and conditions for acquisition of subscription rights
To be determined in accordance with (Note 7) above.

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⑩ Other conditions shall be determined in accordance with the conditions of the Reorganized Company.

34 / 125

② Summary of Rights Plan
Not applicable.
③

Status of Other Stock Acquisition Rights, etc.
Not applicable.

(3) Status of Exercise of Bonds with Stock Acquisition Rights with Exercise Price Revision Clause, etc.
Not applicable.
(4) Changes in the Total Number of Issued Shares, Capital Stock, etc.

Date

Change ofissued stock(shares)

Change ofTotal number of Change in capital
Capital balance capital reserve
issued stock(thousands of(thousands of yen) (thousands of(shares)yen)yen)Balance ofcapital reserve(thousands ofyen)

January 1, 2018 December 31, 2018
(Note 1)51,00016,329,000

12,9542,360,330

12,9542,178,329

January 1, 2019 September 30, 2019
(Note 1)

13,40016,342,400

3,403

2,363,734

3,403

2,181,732

32,684,800

49,027,200－

2,363,734－

2,181,732

January 1, 2020 December 31, 2020
(Note 1)

600

49,027,800

51

2,363,785

51

2,181,783

January 1, 2021 December 31, 2021
(Note 1)

63,30049,091,100

24,1302,387,915

24,1302,205,914

October 1, 2019 (Note 2)

January 1, 2022 December 31, 2022
1,331,100
50,422,200
148,025
2,535,941
148,025
2,353,939(Note 1)
Note 1. This is an increase due to the exercise of stock acquisition rights.
2. This is an increase due to a stock split (1:3).
3. From January 1, 2023 to February 28, 2023, the total number of issued shares increased by 20,100 shares, the capital stockincreased by 8,307 thousand yen, and the capital reserve increased by 8,307 thousand yen due to the exercise of stock acquisitionrights.

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(5) Status by Owner
As of December 31, 2022
Status of Stocks (100 shares per stock unit)
Segment

Government
Foreign corporations
FinancialandFinancial
Other
instruments
local public institutions
corporations
NonbusinessIndividual
entities
individual

Individual,
other

Total

Status ofshares lessthan one
unit

Number of
13
23
73
141
27
7,132
7,409
－
－
shareholders
Number ofshares142,730
6,827
13,849153,612294
186,834
504,146
7,600
－
owned
Percentageof shares
28.3111.354
2.747
30.4690.058
37.059100.00－－owned
Note: The 1,501,642 shares of treasury include 15,016 units in “Individual, other” and 42 shares in “Status of shares less than one unit”.
(6) Status of Major Shareholders
December 31, 2022

Shareholder

Location

Number of shares
held(thousands ofshare)

Percentage ofshares held

Kenichi Sano

Shinjuku-ku, Tokyo

11,507

23.52

Custody Bank of Japan, Ltd. (Investment Trust)

1 Chome-8-12 Harumi, Chuo-ku, Tokyo
104-6228

6,752

13.80

The Master Trust Bank of Japan, Ltd. (Investment
Trust)

2 Chome-11-3 Hamamatsucho, Minato-ku,
Tokyo 105-0013

6,404

13.09

INTERACTIVE BROKERS LLCONE PICKWICK PLAZA GREENWICH,CONNECTICUT 06830 USA

2,507

5.13

STATE STREET BANK AND TRUST COMPANY
505001

P.O.BOX 351 BOSTONMASSACHUSETTS 02101 U.S.A.

1,366

2.79

GOVERNMENT OF NORWAYBANKPLASSEN 2, 0107 OSLO 1 OSLO
0107 NO

1,226

2.51

MSCO CUSTOMER SECURITIES1585 BROADWAY NEW YORK, NEW
YORK 10036 U.S.A.

795

1.63

The Nomura Trust and Banking Co., Ltd. (Investment
Trust)

2 Chome-2-2 Otemachi, Chiyoda-ku,
Tokyo 100-0004

788

1.61

THE BANK OF NEW YORK, TREATY JASDECACCOUNTAVENUE DES ARTS,35
KKUNSTLAAN, 1040 BRUSSELS,BELGIUM676

1.38

GOLDMAN SACHS INTERNATIONALPLUMTREE COURT, 25 SHOE LANE,LONDON EC4A 4AU, U.K.

564

1.15

－

32,589

66.62

Total

36 / 125

(7) Status of Voting Rights① Issued Shares
As of December 31, 2022
Category

Number of shares

Number of voting rights

Summary

－

－

－

－

－

－

－

－

－

－

－

Non-voting rights
Voting rights(treasury stock)

restricted

stock

Voting restricted shares (other)
Full voting rights stock (treasury
stock)
Full voting rights stock (other)
Shares less than one unit

(Treasury stock)
Ordinary
1,501,600
stock
Ordinary stock
48,913,000
Ordinary stock
7,600

Total number of issued shares

50,422,200

Voting rights of all shareholders－

489,130

－

－

－

－

－
489,130－

Note: “Shares less than one unit” includes the 42 shares of treasury stock held by Vision Inc.
② Treasury Stock

Number of
Shares Ownedin Own Name

Number of
Shares Owned
in Other Name

As of December 31, 2022
Percentage ofIssued Shares
Total Number
Against theof Owned
Total Number
Sharesof Owned
Shares (%)

Owner

Owner

(Treasury stock)
Vision, Inc.

6-27-30 Shinjuku,
Shinjuku-ku, Tokyo

1,501,600－

1,501,600

2.98

Total

－

1,501,600－

1,501,600

2.98

37 / 125

2. Status of Acquisition of Treasury Stock, etc.
Stock Category:

Acquisition of ordinary stock pursuant to Article 155-7 of the Companies Act(1) Status of Acquisition by Resolution of General Meeting of Shareholders
Not applicable.
(2) Status of Acquisition by Resolution of the Board of Directors
Not applicable.

(3)

Details of Items Not Based on Resolutions of the General Meeting of Shareholders or the Board of Directors
Segment

Number of shares

Total price (thousands of yen)

Treasury stock acquired in the current fiscal year

52

63

Treasury stock acquired during this period－－(Note) The number of shares held as treasury stock during the period under review does not include the number of shares purchased forshares less than one unit from March 1, 2023 to the date of submission of the securities report.
(4) Status of Disposal and Holding of Acquired Treasury Stock
Current Fiscal Year
Segment
Acquired treasury stock offered to subscribers
Treasury stock acquired for cancellation
Treasury stock acquired through mergers,
share deliveries, share issuance, and transfers
related to corporate divestitures
Other ( － )Number of treasury stock held

Current Period

Number of shares

Total disposal
price(thousands of yen)

Total disposal
price(thousands of yen)

－

－

－

－

－

－

－

－

－

－

－

－

－

－

－

－

1,501,642－

1,501,642－

Number ofshares(Note) The number of shares held as treasury stock during the period under review does not include the number of shares purchased forshares less than one unit from March 1, 2023 to the date of submission of the securities report.

38 / 125

3. Dividend Policy
The Group has not paid dividends in the past but recognizes that returning profits to shareholders is an important management issue,
because the Group believes that the greatest return of profits to shareholders is achieved by prioritizing investments to strengthen its financial
position and expand its business, with the aim of further increasing corporate value.
The Company's policy is to provide stable and continuous returns to shareholders, taking into consideration the business environment
surrounding the Group, while securing the internal reserves necessary to strengthen the Company's financial position and expand its businessin the future.
The Company's basic policy is to distribute dividends from surplus once a year at the end of the fiscal year, with the General Meeting of
Shareholders as the resolution-making body. The Company's Articles of Incorporation stipulate interim dividends may be paid by a resolutionof the Board of Directors.

39 / 125

4. Status of Corporate Governance, etc.
(1) Summary of Corporate Governance① Basic Stance on Corporate GovernanceTo turn customers' expectations into impressions, the Group constantly refines itself and continues to take on the challenge ofchange without hesitation to realize its ideals, and always conducts its business activities with a sense of humility and gratitude forthe support of many people (stakeholders). In accordance with this code of conduct, we comply with laws, regulations, internal rules,
and policies and work in good faith to build optimal corporate governance.
② Outline of the Corporate Governance System and Reasons for Adopting Such System
a. Basic Explanation of the Company's Organization
Vision Inc. is a company with corporate auditors and has established the General Meeting of Shareholders, the Board of Directors
and the Board of Corporate Auditors. The organizations involved in management decision-making, execution, and supervision are
as follows.
(a) Board of Directors
The Board of Directors consists of six directors (including three outside directors), and in addition to the regular monthly
meetings, extraordinary meetings of the Board of Directors are held flexibly as necessary to make decisions on important mattersconcerning overall management and to supervise the execution of operations. For the names and other information on themembers of the Board of Directors, please refer to “(2) Status of Officers” below.
(b) Management Committee
The Management Committee consists of internal directors, full-time corporate auditors, executive officers, divisional managers
and other executives, and meets at least once a month to discuss matters to be submitted to the Board of Directors, to confirm
day-to-day business execution, and to make decisions promptly in order to improve the efficiency of management activities.
(c) Board of Corporate Auditors
The Board of Corporate Auditors consists of four Corporate Auditors (four of whom are Outside Corporate Auditors), and audits
the daily activities of the Directors, including the execution of their duties, in order to enhance the effectiveness of corporate
governance in accordance with the audit policy and plan. For the names and other information on the members of the Board of
Corporate Auditors, please refer to “(2) Status of Officers” below.
(d) Internal Audit Office
The Internal Audit Office consists of two members who verify, evaluate, and advise on whether the organization, systems, andoperations of the Group are operating efficiently and in compliance with management policies, laws and regulations, and various
rules. In this way, we strive to prevent violations of laws and regulations, fraud, and errors, provide accurate management
information, protect assets, and improve business activities.
(e) Accounting Auditor
The Company has a contract with KPMG AZSA LLC for the appropriate audits to be conducted.
(f) Compliance Committee
The Compliance Committee has been set up as an organization to carry out efforts toward compliance, and is composed of thepresident, director in charge of the management department, full-time corporate auditors, and other general managers, and is held
twice a year on a regular basis. In addition, we will hold it as needed.

40 / 125

b. Structure of Corporate GovernanceInternal Audit
Department (2 people)③ Other Matters Concerning Corporate Governancea. Status of Internal Control System
As a system to ensure the appropriateness of operations, the Company has established and resolved the "Basic Policy for
Establishment of Internal Control System" at the Board of Directors meeting. The outline is as follows.
(a) Systems to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles ofIncorporationi. The Company has established the "Compliance Regulations" to ensure that the execution of duties by Directors and employees
complies with laws, regulations, the Articles of Incorporation, and the Company's management philosophy as the highest
priority in corporate management.
ii. To ensure that compliance activities are carried out thoroughly, the Compliance Committee, with the President as the officer incharge, shall be established to carry out company-wide efforts.
iii. The Company shall establish the Internal Audit Office, which shall conduct internal audits of the overall activities of thebusiness execution divisions in accordance with the audit plan approved by the Representative Director and shall report theaudit results to the Representative Director as well as to the Corporate Auditors.
iv. The Company shall ensure that there is a means by which officers and employees can directly report violations or suspicious
activities, etc. One such means is the Company shall establish and operate a compliance reporting and consultation service thatallows officers and employees to directly report outside the Company. The Company shall ensure that the name of the informant
is not disclosed without the consent of the informant (guarantee of anonymity) and that the informant is not disadvantaged.
v. The Board of Directors recognizes that the preparation of appropriate financial reports is extremely important for the
maintenance and improvement of social credibility, and to ensure the appropriateness of financial reports, the Board of Directors
shall establish effective internal controls to prevent misstatements and errors from occurring in the process of preparing financial
reports.
(b) System for the storage and management of information related to the execution of duties by directors
i. In accordance with the Document Management Rules, the person in charge of management shall preserve the documents(including electromagnetic records) specified in each of the following items together with related materials.
(i.) Minutes of the General Meeting of Shareholders and related materials(ii.) Minutes of Board of Directors meetings and related materials(iii.) Minutes of management meetings and related materials(iv.) Minutes and related materials of other important meetings held by directors(v.) Other important documents related to the execution of duties by directors

41 / 125

ii. In addition to the above, documents related to the Company's business operations shall be properly stored and managed inaccordance with the "Document Management Regulations" and the "Document Storage Period Table.
iii. For electromagnetic records stored or managed by the Company, security shall be ensured in accordance with the "Information
Security Regulations," the "Information Security Operation Regulations" and the "Information Security Management
Regulations" to prevent damage to information and its leakage to external parties.
iv. Directors and Corporate Auditors shall be able to directly inspect, copy or reproduce the information stored and managed byeach business execution division at any time.
(c) Regulations and other systems for managing the risk of loss
i. With respect to risk management, the Company shall establish "Risk Management Regulations," designate the President as thechief risk management officer and establish a Risk Management Committee to implement risk management effectively andefficiently.

ii. Policies for dealing with major management risks and other important matters from the viewpoint of risk

management shall be fully deliberated at the Management Committee, and particularly important matters shall be reported to theBoard of Directors.
(d) Systems to ensure the efficient execution of duties by Directors
i. The Board of Directors shall, in principle, hold regular meetings once a month, and extraordinary meetings shall be held asnecessary to ensure flexible decision-making.
ii. The status of execution of duties by Directors shall be reported to the Board of Directors as appropriate.
iii. Directors and employees shall exercise their authority in an appropriate and efficient manner in accordance with the “Regulations
on Authority of Duties.”(e) Systems to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries
i. With respect to the management of Group companies, while respecting the autonomy of each company, the Company shall requirecompliance with the "Affiliated Company Management Regulations" established by the Company.
ii. The Internal Audit Office shall conduct internal audits and monitor the proper execution of business by Group companies asappropriate.
(f) Matters concerning employees who are requested by Corporate Auditors to assist them in their duties and matters concerning theindependence of such employees from Directors
i. The appointment of employees to assist Corporate Auditors in their duties, and the number of employees to be appointed, shall bedecided upon consultation between Corporate Auditors and the Board of Directors.
ii. The employees set forth in the preceding paragraph, when assisting the duties of the Corporate Auditors, shall not receive
instructions or orders from the Directors.
(g) Systems for reporting to Corporate Auditors by Directors and employees and other systems for reporting to Corporate Auditors
i. Directors and employees shall report on the status of execution of their duties and other matters as needed in response to requests
from Corporate Auditors.
ii. The General Manager of the Accounting Department, etc. shall periodically make reports to the Corporate Auditors in accordancewith the nature of their duties.
iii. In addition to attending meetings of the Board of Directors, the Corporate Auditors appointed by the Board of Corporate Auditors
shall attend important meetings such as the Management Committee.
(h) Other systems to ensure that audits by corporate auditors are conducted effectively
The Board of Corporate Auditors shall hold regular meetings of the Board of Corporate Auditors once a month and extraordinary
meetings as necessary to exchange information and discuss the status of audits, etc., as well as to receive reports on audits from theInternal Audit Office and the Accounting Auditor on a regular basis and exchange opinions.
(i) Basic policy for eliminating transactions with antisocial forces and the status of its development
i. The Company has established a compliance policy to have no relationship with antisocial forces and will take a resolute stance in
response.
ii. In the event of a case of unreasonable demands by antisocial forces, the Legal Affairs Department will be the department that
responds, in cooperation with the police and other relevant organizations.
iii. When entering a contract related to business, the Company shall confirm that the business partner is not an antisocial force or anindividual or corporation having a relationship with such a force.
iv. When concluding contracts related to business, both parties shall promise that they are not anti-social forces or individuals or

42 / 125corporations related to anti-social forces, and if any violation is later discovered, the contract shall be cancelled, and the parties
shall be obliged to claim compensation for damages.
b. Status of Risk Management System
The Group holds a management meeting at least once a month to share information to prevent business risks from materializing,and implements risk management, including reporting to the Board of Directors, as necessary. In addition, when internal audits are
conducted, employees' awareness of risks is collected and reported to the President and Representative Director and Corporate
Auditors.
In addition, the Company has entered contracts with lawyers, certified tax accountants, and labor and social insurance attorneys,
who are experts in their respective fields, and has established a system to receive advice and guidance as appropriate.
c. Number of Directors
The Company's Articles of Incorporation stipulate that the Company shall have no more than eight (8) Directors.
d. Requirements for Resolution on Election and Dismissal of Directors
The Company's Articles of Incorporation stipulate those resolutions for the election and dismissal of Directors shall be adopted
by most of the voting rights of the shareholders present at the meeting where shareholders holding one-third or more of the voting
rights of shareholders who are entitled to exercise their voting rights are present.
The Company's Articles of Incorporation also stipulate those resolutions for the election of Directors shall not be made bycumulative voting.
e. Interim Dividends
To enable flexible return of profits to shareholders, the Articles of Incorporation stipulate that the Company may, by resolution of
the Board of Directors, pay interim dividends with a record date of June 30 of each year in accordance with the provisions of Article
454, Paragraph 5 of the Companies Act.
f. Acquisition of Treasury Stock
The Company's Articles of Incorporation stipulate that the Company may acquire its own shares by a resolution of the Board of
Directors in accordance with the provisions of Article 165, Paragraph 2 of the Companies Act, for the purpose of enabling theCompany to implement flexible capital policies in response to changes in the business environment.
g. Requirements for Special Resolution of the General Meeting of Shareholders
The Company stipulates in its Articles of Incorporation that the requirements for special resolutions of the General Meeting of
Shareholders stipulated in Article 309, Paragraph 2 of the Companies Act shall be met by two-thirds or more of the voting rights ofshareholders present at the meeting where shareholders holding one-third or more of the voting rights of shareholders who are entitled
to exercise their voting rights are present. The purpose of this provision is to facilitate the smooth operation of the General Meetingof Shareholders by relaxing the quorum for special resolutions at the General Meeting of Shareholders.
h. Exemption from Liability of Directors and Corporate Auditors
In accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, the Company shall exempt the liability of
Directors (including those who were previously Directors) and Corporate Auditors (including those who were previously Corporate
Auditors) for damages from the liability for damages stipulated in laws and regulations. The purpose of this exemption is to enable
Directors and Corporate Auditors to fully demonstrate their expected roles.
In addition, the Company stipulates in its Articles of Incorporation that the Company may enter into agreements with Directors(excluding Executive Directors) and Corporate Auditors to limit their liability for damages to the amount stipulated by laws andregulations pursuant to Article 427, Paragraph 1 of the Companies Act.
i. Outline of the Contents of the Liability Limitation Agreement
The Company and its Directors (excluding those who are Executive Directors, etc.) and Corporate Auditors may enter into an

43 / 125agreement to limit their liability for damages to the amount stipulated in laws and regulations. In accordance with the provisions ofArticle 427, Paragraph 1 of the Companies Act, the Company and its Directors (excluding Executive Directors, etc.) and Corporate
Auditors have entered into an agreement to limit the liability for damages as provided in Article 423, Paragraph 1 of the Companies
Act. The maximum amount of liability for damages under the said agreement is the amount stipulated in laws and regulations. Suchlimitation of liability is permitted only when the relevant Director or Corporate Auditor performs his or her duties in good faith andwithout gross negligence.
j. Summary of Directors' and Officers' Liability Insurance Contracts
The Company has concluded a directors' and officers' liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act, which provides that any act (including omission) committed by the insured,
including directors and corporate auditors of the Company and its subsidiaries, in their capacity as directors or officers, etc., shall bedeemed to have been committed by the Company and its subsidiaries. The policy covers damages and legal costs incurred by the
insured in the event of a claim for damages arising from acts (including omissions) committed by the insured, including directors
and auditors of the Company and its subsidiaries, in their capacity as directors, officers, or employees. All insurance fees are borneby the Company.
(2) Status of Officers①

Overview of Officers

9 men, 1 woman (10.0% of the officers)
Position

Name

Date of Birth

ResumeFebruary 1991
June 1995

TenureNumber ofowned
company
shares (share)(Note 3)

11,507,500

Hikari Tsushin, Inc.
Founded Vision Co, Ltd.
President and CEO

April 1996

Founded former Vision Inc.

December 2001

Founded current Vision Inc.

President and CEO

Director
November 2004

Vision Inc.
President and CEO (current)

October 2011

Vision Mobile Korea Inc.
Representative director
Vision Mobile Hawaii Inc.
Representative director and president (current)

December 2011
Chairman and CEO

Kenichi Sano

November 7, 1969

Vision Mobile Hong Kong Limited
董事長 (current)

January 2012

GLOBAL WIFI.COM PTE. LTD.
Representative director (current)

February 2012

無限全球通移動通信股份有限公司
董事長 (current)

April 2014上海高效通信科技有限公司
董事長 (current)

December 2014

Global WiFi France SAS
President (current)

December 2014

Vision Mobile Italia S.r.l.
Presidente del CdA (current)

July 2016

VISION MOBILE USA CORP.
Director and President (current)

August 2016

Vision Mobile New Caledonia SAS
President (current)

44 / 125Position

Name

Date of Birth

ResumeNovember 1997

Former Vision Inc.

December 2001

Vision Inc.

TenureNumber ofowned
company
shares (share)(Note 3)97,700

Director
March 2008

Vision Inc.
Director

October 2011

Vision Mobile Korea Inc.
Director (current)
Vision Mobile Hawaii Inc.
Director and vice-president (current)

February 2012

無限全球通移動通信股份有限公司
董事 (current)

October 2012

Best Link Inc.
Representative Director (current)

April 2014上海高效通信科技有限公司
董事 (current)

November 2014

Global WiFi France SAS
Directeur general (current)

December 2014

Vision Mobile Italia S.r.l.
Consigliere (current)

President, Representative
Director and COO

March 2015
Kenji Ota

November 24, 1971

Vision Inc.
Director, Managing Executive Officer COO, and Director of Sales
Dept. (current)

July 2016

VISION MOBILE USA CORP.
Director Vice-President (current)

August 2016

Vision Mobile New Caledonia SAS
Directeur general (current)

February 2018

Alpha Techno Inc.
Representative Director (current)

March 2018

BOS Inc.
Director (current)

May 2018

Vision Ad Inc.
Director (current)

March 2020

Vision Digital Marketing Inc.
Representative Director (current)

August 2022

Koshikano Onsen Inc.
Director (current)

August 2022

Adval Corp.
Director (current)

March 2023

Vision Inc.
Representative Director (current)

45 / 125Position

Name

Date of Birth

ResumeDecember 1991

Hikari Tsushin, Inc.

August 1995

Vision Co, Ltd.

April 1996

Former Vision Inc.

Number ofowned
Tenurecompany
shares (share)

Director
November 2004

Vision Inc.
Director

October 2011

Vision Mobile Korea Inc.
Director (current)
Vision Mobile Hawaii Inc.
Director and vice-president (current)

February 2012
Director
CFO

Shinichi Nakamoto

October 21, 1972

無限全球通移動通信股份有限公司
董事 (current)

June 2013(Note 3)315,000

Find Japan
Director

April 2014上海高效通信科技有限公司

March 2015

Vision Inc.

董事 (current)

Director, Managing Executive Officer, CFO, and Director of
Administration Dept. (current)
July 2016

VISION MOBILE USA CORP.
Director Vice-President (current)

August 2022

Koshikano Onsen Inc.

April 1991

Recruit Human Resource Center Co., Ltd

株式会社リクルート人材センター(現 株式会社リク(now Recruit Co., Ltd.)入社

October 1994

Japan Remodel, Inc.

株式会社日本リモデル 入社

December 1995

Founded PERSONNE and PERSONNE Entertainment Co, Ltd.

ぺルソン・アンド・ぺルソンエンターテインメン(now PERSONNE, Inc.)社(現 株式会社ペルソン)

Director

設立、取締役

Founded Allest Inc. (now Findstar GROUP)

株式会社アレスト(現 株式会社ファインドスター)

Director (current)

December 1996

Director
July 1998

Allest Inc.

締役
同社 代表取締役(現任)

Representative Director (current)
June 2009

Target Media Inc. (now TMH)
Director (current)

July 2009

MDK, Inc.

ターゲットメディア株式会社(現 TMH)
取締役(現任)株式会社MDK 代表取締役(現任)

Representative Director (current)
July 2010
Director

Shinichiro Naito

D-POPS Inc. (now D-POPS Group)
Director (current)

June 13, 1967
July 2011

Startrise Co, Ltd.

株式会社ディ・ポップス(現 株式会社ディ・ポッププ) 取締役(現任)
(Note
3)

－

株式会社スタートライズ 取締役

Director
July 2012

STARX, Inc.

スタークス株式会社 取締役(現任)

Director (current)
October 2012

Shift, Inc.

株式会社Shift 取締役(現任)

Director (current)
July 2015

onestar Co.,Ltd.

株式会社ワンスター 監査役

AuditorSeptember 2015

November 2015

Star Asset Consulting, Inc.

スターアセットコンサルティング株式会社

Representative Director (current)

代表取締役

Founded Findstar GROUP

株式会社ファインドスターグループ

Representative Director (current)
March 2016

Vision Inc.

設立、代表取締役(現任)
当社 取締役(現任)

Director (current)
December 2018

TEMONA Inc.
Director (current)

46 / 125

テモナ株式会社 取締役(現任)Position

Name

Date of Birth

ResumeApril 2001
September 2003

Number ofowned
Tenurecompany
shares (share)

SoftBank Commerce Corp. (now Softbank Group Corp.)
Dell Inc.
Business Development Manager

February 2006

TrendMicro Inc.
Global Marketing Director

September 2013

Tripadvisor, Inc.
Representative Director

July 2015

Founded LandReam Inc.
Representative Director (current)

DirectorShiori Harada

June 21, 1974

July 2016

WILLER, Inc.

(Note 3)－(Note 3)

10,600

Director
March 2017

Vision Inc.
Director (current)

June 2018

SMARTCAMP Co., Ltd.
Director (current)

July 2020

TOUCH GROUP Inc.
Representative Director (current)

February 2022

TWH, Inc.
Director (current)

April 1989

Salomon Brothers Asia Ltd. (now Citigroup Global Markets JapanInc.)

December 2004

Nikko Citigroup Securities Co., Ltd. (now Citigroup Global
Markets Japan Inc.)
Managing Executive Officer and Joint General Manager of the Debt
Capital Markets Division

June 2008

Nikko Citigroup Securities Co., Ltd.
Managing Executive Officer and General Manager of the Markets
and Sales Division

October 2009

Citigroup Global Markets Japan Inc.

December 2009

Citigroup Global Markets Japan Inc.

December 2010

Founded StormHarbour Japan Ltd.

Director
Director and Deputy President
Appointed CEO, and Representative Director
March 2011

GLM Co., Ltd

July 2014

Asuka Asset Management Co., Ltd.

AuditorDirectoreWell Inc.
Director (current)
September 2014

istyle Inc.

October 2014

StormHarbour Japan Ltd.

Director (current)

Director

Michimasa Naka

August 14, 1964

Chairman and Director
November 2014

Geniee Inc.
Director (current)

July 2015

Prevent SAST Insurance Co., Ltd (now MIKATA Small Amount
Short Term Insurance Co., Ltd.)

July 2016

Founded Boardwalk Capital Co., Ltd.

June 2017

Founded Accelerator Inc.

Director (current)
Appointed Representative Director (current)
Appointed Representative Director (current)
December 2018

Boardwalk Trading Co., Ltd.
Director (current)

March 2019

Vision Inc.

May 2020

VECTOR Inc.

Director (current)
Director (current)
May 2021

Houyou Inc.
Director (current)

September 2022

Adrex Corporation
Director (current)

October 2022

HR Cloud, Inc.
Director (current)

47 / 125Position

Name

Date of Birth

ResumeApril 1975

TenureNumber ofowned
company
shares (stock)(Note 4)－(Note 4)－(Note 4)－

Toyo Trust and Banking Company, Limited (now Mitsubishi
UFJ Trust and Banking)

March 2006

MU Trust Liquidation Service
Managing director

Full-time Auditor

Kazuhiko Umehara

March 3, 1953

June 2008

Mitsubishi UFJ Capital Co., Ltd.
Full-time Auditor

June 2015

Mitsubishi UFJ Capital Co., Ltd.
Advisor of the Company

March 2016

Vision Inc.
Full-time Auditor (current)

April 1996

Asahi & Co. (now KPMG AZSA LLC)

September 2005

Clifix Certified Public Tax Accountant

June 2006

START TODAY Co, Ltd. (now ZOZO, Inc.)
Auditor (current)

December 2008

Founded Accounting Assist Co., Ltd.
Appointed Representative Director (current)

September 2009

EC Navi Inc. (now CARTA HOLDINGS Inc.)
Auditor (current)

March 2015

Vision Inc.
Auditor (current)

March 2016

Cyber Area Research, Inc. (now Geolocation Technology,
Inc.)

Auditor

Junichi Motai

Auditor (current)

March 19, 1974
December 2017

ONGAKUKAN Co Ltd
Auditor (current)

October 2018

Ficha Inc.
Director (current)

November 2018

Spocale, Inc.
Auditor (current)

March 2020

REX ADVISORS Co., Ltd.
Auditor (current)

June 2020

JUNTEN BIO Co. Ltd
Auditor (current)

June 2021

gooddays holdings, Inc.
Director (current)

December 2004

Tohmatsu Consulting Co., Ltd. (now Deloitte Touche Tohmatsu
LLC)

October 2007

Ligaya Partners, Inc.

October 2010

STREAM Co., Ltd.
Representative Director and Vice President (current)

April 2012

AuditorJun Houzumi

September 1, 1977

Shell Partners Accounting Firm
Representative Partner

April 2014

FirstLogic, Inc.
Auditor (current)

October 2014

TriFort, Inc.
AuditorMarch 2018

Vision Inc.
Audtior (current)

48 / 125Position

Name

Date of Birth

ResumeFebruary 1996

Fullcast Co., Ltd. (Current Fullcast Holdings Co., Ltd.)

October 2004

Fullcast Co., Ltd.

TenureNumber ofowned
company
shares (stock)(Note 4)3,700

Legal Affairs Department General Manager
October 2007

Fullcast Co., Ltd.
Compliance Department General Manager

December 2010

Fullcast Co., Ltd.
Director

November 2011

Kadokawa Haruki Corporation

October 2014

Vision Inc.

January 2016

Vision Inc.

Legal Department General Manager
Legal Department Executive Manager
June 2017

Members Net Inc.
AuditorBest Link Inc.
AuditorBOS Inc.
Auditor
Vision Mobile Korea Inc.

Corporate Auditor

Tetsuya Niwa

Supervisor

February 1 1960,6

Vision Mobile Hawaii Inc.
Director
無限全球通移動通信股份有限公司
Inspector
上海高效通信科技有限公司
Inspector
VISION MOBILE USA CORP.
Director
May 2018

Vision Ad Inc.
AuditorJanuary 2019

Vision Inc.
Executive Officer of Human Resources, General Affairs and Legal
Affairs

March 2020

Vision Digital Marketing Inc.
Audit & Supervisory Board Member

March 2022
November 2022

Musashi Seimitsu Industry Co., Ltd.
Vision Inc.
Corporate Advisor

March 2023

Vision Inc.
Corporate Auditor (current)

Total

11,934,500

49 / 125

Note 1. Directors Shinichiro Naito, Shiori Harada, and Michimasa Naka are outside directors.
2. Audit & Supervisory Board Members Kazuhiko Umehara, Junichi Motai, and Jun Houzumi are external auditors.
3. The term of office of Directors will expire at the close of the Ordinary General Meeting of Shareholders to be held on
March 30, 2023, and at the close of the Ordinary General Meeting of Shareholders relating to the last fiscal year ending
within two years after their election.
4. The term of office of Corporate Auditors shall begin at the close of the Ordinary General Meeting of Shareholders held on
March 30, 2023, and end at the close of the Ordinary General Meeting of Shareholders relating to the last fiscal year ending
within four years after their election.
5. The Company has introduced an executive officer system in order to separate the functions of decision-making, improve theefficiency and speed of the role, and strengthen the management system.
②

Status of Outside Directors
The Company has three outside directors and three outside corporate auditors. They have no personal, capital, business or other interest
relationships with the Company, except for the relationships described in “4. Status of Corporate Governance, etc. (2) Status of Officers.”
The Company has not established clear criteria for the independence of the appointment of outside directors or outside corporate
auditors, but the Company refers to the Companies Act and the criteria of the Tokyo Stock Exchange for determining the independence
of independent directors and corporate auditors and appointing them.
Shinichiro Naito is an external director and has a wealth of experience from web marketing, advanced knowledge from many years asa corporate manager, as well as a vast range of insight. We hope to make use of these experiences and knowledge to monitor management
and contribute to the strengthening of corporate governance by receiving advice on the overall management of the Company.
Shiori Harada is an external director and has a wealth of experience in the inbound travel business, advanced knowledge from many
years as a corporate manager, and a vast range of insight. We hope to make use of these experiences and knowledge to monitor
management and contribute to the strengthening of corporate governance by receiving advice on the overall management of the Company.
Michimasa Naka is an external director and has a wealth of experience in the financial industry and global business sectors, advanced
knowledge from many years as a corporate manager, and a vast range of insight. We hope to make use of these experiences and knowledge
to monitor management and contribute to the strengthening of corporate governance by receiving advice on the overall management of
the Company.
Kazuhiko Umehara was appointed as an outside corporate auditor and has a wealth of experience and high level of insight at financial
institutions and is expected to provide objective and neutral auditing services to the Company based on his experience as a corporate
manager.
Junichi Motai was appointed as an outside corporate auditor and has a wealth of experience and high level of insight at financial
institutions and is expected to provide objective and neutral auditing services to the Company based on his experience as a corporate
manager.
Jun Hozumi was appointed as an outside corporate auditor and has a wealth of experience and high level of insight at financial
institutions and is expected to provide objective and neutral auditing services to the Company based on his experience as a corporate
manager.

③

Mutual Collaboration between Supervision or Audit by Outside Directors or Outside Corporate Auditors and Internal Audit, Audit by
Corporate Auditors and Accounting Audit, and Relationship with the Internal Control Division
As for the cooperation between supervision or auditing by outside directors or external auditors and internal audit by corporate
auditors and accounting auditors, and the relationship with the internal control division, we enhance mutual cooperation by exchanging
opinions and information as necessary, in addition to meetings of the Board of Directors and the Board of Corporate Auditors.
(3) Status of Auditors① Status of Audits by Corporate Auditors
a. Status of the Board of Corporate Auditors
The Board of Corporate Auditors consists of two full-time Corporate Auditors and two part-time Corporate Auditors, three ofwhom are Outside Corporate Auditors. The Board of Corporate Auditors prepares an audit plan for each fiscal year and conducts
audits in accordance with the auditing standards for corporate auditors established by the Board of Corporate Auditors. Junichi Motai
and Jun Hozumi are certified public accountants.
b. Activities of the Board of Corporate Auditors
In principle, the Board of Corporate Auditors meets monthly prior to the Board of Directors meetings, and also meets, as necessary.

50 / 125

The total number of meetings held during the fiscal year under review was 15, and the attendance of each corporate auditor was
as follows. Each meeting lasted approximately one hour.
Name(Full-time Corporate Auditor)

Number oftimes held

Number oftimes attended

15 times

15 times

Corporate Auditor

Kazuhiko Umehara

Corporate Auditor

Junichi Motai

15 times

15 times

Corporate Auditor

Jun Hozumi

15 times

13 times

Corporate Auditor

Yoshinori Nakajima*

15 times

15 times*Corporate Auditor Yoshinori Nakajima retired from his position at the conclusion of the Ordinary General
Meeting of Shareholders held on March 30, 2023.
*Corporate Advisor Tetsuya Niwa is a new Corporate Auditor appointed at the Ordinary General Meetingof Shareholders held on March 30, 2023; therefore, his attendance during the fiscal year is not stated.
The Board of Corporate Auditors mainly made resolutions, reports, deliberations, and discussions
throughout the year as follows.
Major resolutions included the audit plan and division of duties, report on the audit by the Board of Corporate
Auditors, reappointment of the accounting auditor, agreement on the remuneration of the accounting auditor,
and revision of the auditing standards for corporate auditors.
Major matters reported include the content of audit reports from the accounting auditors, monthly activity
reports from division audits, reports on participation in various meetings, and the operation of the internalreporting system.
Major matters discussed and deliberated include the prior confirmation of the agenda of the Board of
Directors meetings, compensation for corporate auditors, operational status, and response to the spread of
COVID-19, the new glamping/tourism business, strengthening of the head office administrative structure,
response to the revised Whistleblower Protection Act in the internal reporting system, and the status ofpromotion of the utilization of female employees.
With regard to the subsidiaries listed in the Major Considerations in Auditing (KAM), the Company
discusses with their accounting auditors, receives reports on the status of implementation of their audits, andrequests explanations, as necessary.
c. Activities of Corporate Auditors
Corporate Auditors attended the Board of Directors meetings (17 meetings in total; Mr. Kazuhiko Umehara
and Mr. Yoshinori Nakajima attended 17 meetings, and Mr. Junichi Motai and Mr. Jun Hozumi attended 16
meetings), audited the proceedings and resolutions, and expressed their opinions, as necessary. In addition, afull-time corporate auditor attends the weekly management meetings, and other corporate auditors confirm thecontent of the meeting minutes. Full-time corporate auditors also formulate the annual audit policy, audit plan,
and audit assignment plan for each department and subsidiary, convene and conduct interviews withrepresentative directors and internal and external directors, prepare minutes, convene meetings of the Board of
Corporate Auditors, prepare materials, prepare minutes, and participate as members in the internal reporting
desk and the committee on internal reporting, sharing information with the Board of Corporate Auditors. The
Company also participates as a member of the Internal Reporting Desk and the Committee on Internal Reporting
to share information with the Board of Corporate Auditors.
All corporate auditors hold regular meetings with the representative director twice a year, and hold annual
meetings with the managing executive officer, the general manager of the Administration Division, and thegeneral manager of the Sales Division, respectively, to exchange opinions and make recommendations based on
audit findings.
Each corporate auditor is responsible for auditing each division and subsidiary, and exchanges opinions andmakes recommendations at quarterly information sharing meetings with the Internal Audit Office.
Regular liaison meetings with outside directors are held twice a year to share information and exchange
opinions from the viewpoint of corporate governance.

51 / 125

② Status of Internal Audit
In accordance with the Internal Audit Regulations, the Internal Audit Office (2 members), which is under the direct control of the
President, is permanently established to conduct audits of all divisions and subsidiaries by preparing an audit implementation plan foreach fiscal year. The results of the internal audits are compiled into a report and submitted to the audited divisions, representative
directors, and corporate auditors, and the audited divisions are requested to make improvements as necessary in order to normalize thesituation.
We also report to the Board of Corporate Auditors and the accounting audit corporation on the status of internal control systems andother important matters as needed, and exchange information and opinions with them.

③ Status of Accounting Auditsa. Name of auditing firm
KPMG AZSA LLC.
b. Period of continuous auditing
10 yearsc. Certified Public Accountants who performed the duties
Naoki Ueno
Masato Nagai
d. Composition of assistants for audit work
The Company's accounting audit was assisted by 7 certified public accountants, 5 persons who have passed the accountant
examination, and 5 other persons.
e. Selection policy and reasons for the audit corporation
The Company selects certified public accountants, etc., based on the outline of the audit corporation, audit implementation system,
estimated amount of audit fees, etc., and after questions and interviews. KPMG AZSA LLC is a member of the KPMG Group, which
operates globally, and has extensive knowledge of overseas accounting and auditing.
f. Evaluation of the Audit Firm by the Corporate Auditors and the Board of Corporate Auditors
The Board of Corporate Auditors evaluates the independence and expertise required of the external auditors and the reasonablenessof the audit through the accounting audit reports at the end of the fiscal year and the end of each quarter and other timely meetings.
The Board of Corporate Auditors also evaluates the accounting auditors in accordance with the “Practical Guidelines for
Formulation of Evaluation Standards for Accounting Auditors” issued by the Japan Corporate Auditors Association and resolves
whether to reappoint the accounting auditors after repeated consideration and discussion.
④ Summary of Audit Fees, etc.
a. Compensation for Audit Certified Accountants, etc.

Segment
Submitting
Company
Consolidated
Subsidiary
Total

Previous consolidated fiscal year
Compensation for audit Compensation for noncertification work
audit work
(thousands of yen)(thousands of yen)

Current consolidated fiscal year
Compensation for audit Compensation for noncertification work
audit work
(thousands of yen)(thousands of yen)

33,0002,500

36,000

－

－

－

－

－

33,0002,500

36,000－

The Company's non-audit services in the previous fiscal year consisted of outsourced financial due diligence services and nonaudit services in the current fiscal year consisted of outsourced advisory services related to revenue recognition standards.
b. Compensation for an Audit Certified Accountant (excluding a.) from the Same Network (KPMG)

Segment
Submitting
Company
Consolidated
Subsidiary
Total

Previous consolidated fiscal year
Compensation for audit Compensation for noncertification work
audit work
(thousand yen)(thousands of yen)

Current consolidated fiscal year
Compensation for audit Compensation for noncertification work
audit work
(thousands of yen)(thousands of yen)

－

－

－

－

1,421

2,757

1,489

2,894

1,421

2,757

1,489

2,894

52 / 125

Non-audit services for consolidated subsidiaries include tax advisory services for overseas subsidiaries.
c. Details of Remuneration for Other Important Audit Certification Services
Not applicable.
d. Policy for Determining Audit Compensation
The Company determines audit remuneration by taking into consideration the audit plan, audit details, number of audit days, etc.
of the auditing certified public accountants, etc.
e. Reasons why the Board of Corporate Auditors agrees to the remuneration of the Accounting Auditor
The Board of Corporate Auditors has determined the amount of remuneration, etc. to be paid to the Accounting Auditor after
conducting the necessary verification of the appropriateness of the content of the audit plan, the status of the performance of dutiesof the accounting audit, and the basis for calculating the remuneration estimate.
(4) Remuneration for Officers, etc.
① Matters related to the policy for determining the amount of remuneration, etc. for Directors and Corporate Auditors and thecalculation method thereofa. Details of the Policy regarding the Determination of the Amount of Remuneration, etc., for Officers and the Policy for Determining
the Calculation Method
The Company's policy for determining remuneration, etc. for individual directors was resolved and decided at the Board of Directors
meeting held on January 15, 2021, and is based on the basic policy that the remuneration system should be linked to shareholderinterests to fully function as an incentive to continuously increase corporate value, and that the Board of Directors, of which outside
directors constitute the majority, should be objective and transparent by obtaining the opinions of the Board of Directors. Based on
the basic policy of ensuring objectivity and transparency by obtaining the opinions of the Board of Directors, the amount of
remuneration, etc. of Directors for the current fiscal year is determined by the Chairman of the Board of Directors based on thedelegation by resolution of the Board of Directors, within the limit of the total amount of remuneration resolved at the General Meetingof Shareholders, taking into consideration the Company's performance, level of contribution and other factors. The Board of Directors
has confirmed that the remuneration, etc. of each director is consistent with the decision-making policy, and the Company believes
that it is in line with such policy.
b. Policy on Determining the Ratio of Remuneration Linked to Performance and Remuneration Other Than Performance-Linked
Remuneration
Not applicable.
c. Details of the Policy regarding the Determination of the Amount of Remuneration, etc. for Directors and Corporate Auditors andthe Calculation Method Thereof
Not applicable.
d. If there is a resolution of the General Meeting of Shareholders regarding remuneration, etc. of Directors and Corporate Auditors,
the date, and details of the resolution of the General Meeting of Shareholders.
The maximum amount of remuneration for directors and corporate auditors of the Company was resolved at the General Meetingof Shareholders held on March 30, 2023 to be no more than 300 million yen per year (including 100 million yen for outside directors
and excluding employee salaries for directors who also serve as employees) and no more than 40 million yen per year, respectively.
e. Targets and results of performance-linked compensation indices for the current fiscal year
Not applicable.
f. Name of the person who has the authority to make decisions on policies concerning the amount of remuneration, etc., of directors
and corporate auditors and the method of calculating such amount, the details of such authority, and the scope of discretion

53 / 125

Kenichi Sano, Chairman of the Board of Directors, has been delegated by the Board of Directors to have the authority to determine
the amount of remuneration, etc. The Company has the authority to determine the maximum amount of remuneration within the rangeof the amount resolved at the General Meeting of Shareholders held on March 30, 2023, taking into consideration the Company's
performance, contribution, and other factors. The reason for delegating the authority to make these decisions is that the Company has
determined that Sano is most knowledgeable about the Company's business conditions and is able to make comprehensive decisions
on executive compensation, given his valuable experience and expertise in consistently leading the Company's management since its
establishment.
The Company's Board of Directors consists of three outside directors out of six directors and three outside corporate auditors out offour corporate auditors. All of these outside officers actively express their opinions at meetings of the Board of Directors from an
independent and objective standpoint, and sufficient discussions are held when delegating authority to determine policies regarding thedetermination of the amount of remuneration for directors and the calculation method thereof.
g. Outline of the committee, etc., if any, involved in the determination of the amount of remuneration, etc., of Directors and Corporate
Auditors or the method of calculation thereof, and the procedures thereof
Not applicable.
h. Activities of the Board of Directors and its committees, etc. in the process of determining the amount of remuneration, etc. for
Directors and Corporate Auditors during the fiscal year under review
The remuneration of Directors for the fiscal year under review was decided by a resolution of the Board of Directors at the discretionof the Representative Director. Remuneration for corporate auditors was determined through consultation with the Board of Corporate
Auditors.
② Renumeration for Directors
a. Total Remuneration by Category and Number of Directors of the Submitting Company
Total
Remuneration(thousands of yen)

Category

Remuneration by Category (thousands of yen)
Fixed
Remuneration

Performancebased
Remuneration

Retirement
Benefits

Of the left,
non-monetarycompensation

Applicable
Directors(persons)

Director (excluding
Outside Directors)

17,196

17,196－－－

3

Outside Directors

31,20031,200－－－7

Note: The amount of remuneration paid to directors does not include the portion of remuneration paid to directors who concurrently
work as employees.
b. Total Amount of Consolidated Remuneration for Each Director of the Submitting Company
The total amount of consolidated remuneration is not stated because there is no director whose total amount of consolidated
remuneration is 100 million yen or more.
c. Significant Salary of Directors who concurrently work as Employees
Total (thousands of yen)

Relevant Employees(persons)

68,209

Summary
2

Salary and bonuses(5) Shareholding Status①

Standards and Concepts for Classification of Investment Stocks
The Company classifies investment shares held for purposes other than pure investment into those held for the purpose of earning
profits from changes in the value of the shares or from dividends on the shares, and other shares are classified as investment shares
held for purposes other than pure investment.

②

Investment Stocks with a Purpose other than Net Investment

54 / 125

a. The content of what the Board of Directors verifies regarding the holding policy, the method of verifying the rationality of holding,and the appropriateness of holding individual stocks
With respect to investment shares held for purposes other than pure investment, the Company determines the necessity of holding
such shares by examining, from both qualitative and quantitative perspectives, the benefits and risks associated with holding suchshares, in addition to the nature and scale of transactions, from a medium- to long-term perspective. In addition, the departments incharge of such investments and the Board of Directors verify the necessity of holding such investments.

b. Number of stocks and balance sheet amount
Number ofstocksTotal amount on balance sheet(thousands of yen)

Unlisted stock20

51,594

Stocks other than unlisted
stock

－

－

(Stocks whose number of shares increased in the current fiscal year)
Total acquisition cost related
Number ofto the increase in the number
stocksof shares (thousands of yen)

Reason for share increase

Unlisted stock

－

－

－

Stocks other than unlisted
stock

－

－

－

(Stocks whose number of shares decreased in the current fiscal year)
Total amount of sales price
Number of
related to the decrease in thestocksnumber of shares(thousands of yen)
Unlisted stock

1

7,380

Stocks other than unlisted
stock

－

－

c. Information on the number of shares, balance sheet amounts, etc. for each issue of specified investment shares and deemedshareholdings
Not applicable.
③ Investment stocks whose holding purpose for net investment
Current period
Number of stocks

Total amount on balance
sheet(thousands of yen)

Number of stocks

Total amount on balance
sheet(thousands of yen)

－

－

－

－

3

108,6653

136,757

Segment

Unlisted stock
Stocks other than unlisted
stock

Previous period

Current period
Segment

Unlisted stock
Stocks other than unlisted
stock

Total amountof received dividends(thousands of yen)

Total gain or loss on sale(thousands of yen)

Total valuation gain or loss
(thousands of yen)

－

－

－

3,115

－

－

55 / 125

Item 5: Accounting Conditions
1. About Consolidated Financial Statements and their Preparation Methods(1) The Company’s consolidated financial statements are prepared based on “Ordinance on Terminology, Forms, and Preparation Methodsof Consolidated Financial Statements” (Ordinance of the Ministry of Finance No. 28 of 1976).
(2) The Company’s financial statements are based on “Ordinance on the Terminology, Forms, and Preparation Methods of Financial
Statements, etc.” (Ordinance of the Ministry of Finance No. 59 of 1963, hereinafter referred to as “Financial Statement Regulations”).
In addition, the Company submits special financial statements and prepares financial statements in accordance with the provisions ofArticle 127 of the Regulations for Financial Statements.
2. Audit Certification
Based on the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, the Company has consolidated
financial statements for the consolidated fiscal year (January 1, 2022 until December 31, 2022) audited by KPMG.
3. Special Efforts to Ensure the Appropriateness of Consolidated Financial Statements
The Company is making special efforts to ensure the appropriateness of consolidated financial statements. In order to specifically establish
a system that can properly grasp the contents of accounting standards, we participate in workshops sponsored by audit corporations and tax
accountant corporations and subscribe to technical books about accounting.

56 / 125

1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements① Consolidated Balance Sheet(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
AssetsCurrent assets
Cash and deposits

7,602,426

8,156,512

2,183,816
15,0883,658,679
12,977

Products
Supplies

202,581
5,801

224,171
15,939Other
Allowance for doubtful accounts

816,422903,594-77,177-119,196

10,748,958

12,852,677

Notes and accounts receivable – trade
Leased investment assets

Total current assets
Fixed assets
Tangible fixed assets
Buildings and structures
Accumulated depreciation

488,028

1,564,322-142,665-187,473

Buildings and structures (net)345,362

1,376,849

Machinery and delivery equipment
Accumulated depreciation

16,558130,826-6,220-17,740

10,338113,086

Machinery and delivery equipment (net)
Tools, equipment, and fixtures

246,442333,911

Accumulated depreciation-203,819-213,769

Tools, equipment, and fixtures (net)
Rental assets
Accumulated depreciation
Rental assets (net)
Leased assets
Accumulated depreciation

42,622

120,141

1,515,772

1,579,160-1,449,182-1,405,463

66,590173,697

45,821

12,782-42,515-11,002

Leased assets (net)

3,306

1,780

Land
Construction in progress

35,28931,155335,007
63,439－－-2,079－1,264

534,664

2,185,266

150,080
1,332,425

172,754
1,159,147

Other
Accumulated depreciation
Other (net)Total tangible fixed assets

3,343

Intangible fixed assets
Software
Goodwill
Other
Total intangible fixed assets

21

21

1,482,527

1,331,922

Investments and other assets
Investment securities
Long-term loan

*1

Deferred tax asset
Lease investment assets

252,428
319,006*1

199,492
3,915

621,201
14,294363,985
1,317

Other
Allowance for doubtful accounts

1,030,589

1,080,269-71,508-67,295

Total investments and other assets

2,166,011

1,581,684

4,183,203

5,098,873

Total fixed assets

57 / 125

Total assets(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
14,932,162
17,951,550

58 / 125

(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term loans payable

914,551

820,701

50,00089,002－120,097

15,088
1,425,023

12,9772,180,363

Accrued corporate tax
Bonus reserve

179,245306,321499,182366,769

Short-term surrender fees reserve
Other

53,504
847,301*2 872,847

3,880,038

4,872,939

Current portion of long-term debt
Lease obligations
Accounts payable

Total current liabilities
Fixed liabilities
Long-term debt－

733,904

847,078

Lease obligations
Deferred tax liabilities

14,294
6,822

1,317
7,749

Other

174,887

182,469

Total fixed liabilities

929,908

1,038,615

4,809,946

5,911,554

Share capital
Capital surplus
Retained earnings

2,387,915
2,454,031

2,535,941
2,602,056

7,088,507

8,637,117

Treasury stock-1,862,904-1,862,967

Total shareholders’ equity

10,067,549

11,912,147

5,109
40,991-14,198
124,419

46,101

110,220

6,116
2,447

11,344
6,284

10,122,215

12,039,996

14,932,162

17,951,550

Total liabilities
Net assets
Shareholders’ equity

Other accumulated comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Total other accumulated comprehensive income
Subscription rights to shares
Non-controlling interests
Total net assets
Total liabilities and net assets

59 / 125

② Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Consolidated Statements of Income

Net sales(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
18,100,837
25,487,727

Cost of sales*2

Gross profit

9,092,592*2

9,008,244

Selling, general, and administrative expenses*3

Operating income

7,903,207

13,157,134
12,330,593
9,916,027*3

1,105,037

2,414,565

Interest income
Dividend income

761
4,615

2,058
4,615

Profit on currency exchange
Other26,13016,311

1,908
13,796

Total non-operating income

47,81922,378

5

11,632

9,078

2,811

Non-operating income

Non-operating expenses
Interest expense
Other

9,083

14,444

Ordinary income

Total non-operating expenses

1,143,772

2,422,500

Extraordinary income
Gain on sales of fixed assets

*4

649

*4

274

Gain on sales of investment securities
Gain on reversal of subscription rights to shares－
14,9401,230

Gain on step acquisitions

9,197

－

Total extraordinary income

24,787

1,504

Extraordinary loss
Loss on retirement of fixed assets*5

Loss on revaluation of investment securities
Headquarters relocation costs

9,334
27,977－

Cancellation penalty－*519,812
17,405
19,718－9,753

37,311

66,6891,131,249

2,357,315

Deferred income tax

180,526
220,004

537,940
266,927

Total income taxes

400,530

804,867

Net income

730,718

1,552,447

Total extraordinary loss
Net income before income taxes and minority interests
Corporate, resident, and business taxes

Net income attributable to noncontrolling interests

1,588

3,836

Net income attributable to owners of the parent

729,129

1,548,610

60 / 125

Consolidated Statements of Comprehensive Income

Net income(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
730,718
1,552,447

Other comprehensive income
Net unrealized gains (losses) on available-for-salesecurities
Deferred gains or losses on hedges-42,508-19,308

Foreign currency translation adjustments

721
43,541－
83,427

Total other comprehensive income*1,753*64,119

Comprehensive income

732,472

1,616,566(Breakdown)Comprehensive income attributable to parent company
shareholders
Comprehensive income attributable to noncontrollinginterests

730,883

1,612,729

1,588

3,836

61 / 125

③ Statement of Changes in Consolidated Shareholders' Equity
Previous Consolidated Financial Year (January 1, 2021 - December 31, 2021)(Unit: thousands of yen)
Shareholders’ Equity
CapitalBalance at the beginningof the period
Fluctuation amount for thecurrent period
Issuance of new shares(exercise of stockacquisition rights)
Net income attributableto owners of the parent
company
Acquisition of treasury
stock
Increase due to shareexchange
Current fluctuations(net) for items otherthan shareholders'equityTotal amount of change
during the period
Balance at the end of thecurrent period

Capital Surplus Capital Reserve Treasury Stock2,363,785

2,396,243

24,13024,1306,359,377-2,416,784

Total
Shareholders’Equity8,702,621

48,261

729,129

729,129

33,656-57-57

553,937

587,594

24,13057,787729,129553,880

1,364,928

2,387,915

2,454,031

7,088,507-1,862,904

10,067,549

Foreign
Exchange
Translation
Adjustment
Account

Total
Accumulated
Other
Comprehensive
IncomeStock
Acquisition
Rights-2,54944,347

21,344

Accumulated Other Comprehensive Income
Valuation
Deferred Hedge
Differences on
Gains/Losses
Other Securities
Balance at the beginningof the period
Fluctuation amount for thecurrent period
Issuance of new shares(exercise of stockacquisition rights)
Net income attributableto owners of the parent
company
Acquisition of treasury
stock
Increase due to shareexchange
Current fluctuations(net) for items otherthan shareholders'equityTotal amount of change
during the period
Balance at the end of thecurrent period

47,618-721

Non-Controlling
Total Net Assets
Interests

859

8,769,171

48,261

729,129-57
587,594-42,508

721

43,541

1,753-15,227

1,588-11,884-42,508

721

43,541

1,753-15,227

1,588

1,353,043

5,109

－

40,991

46,101

6,116

2,447

10,122,215

62 / 125

Current Consolidated Financial Year (January 1, 2022 - December 31, 2022)(Unit: thousands of yen)
Shareholders’ Equity
CapitalBalance at the beginningof the period
Fluctuation amount for thecurrent period
Issuance of new shares(exercise ofsubscription rights toshares)
Net income attributableto owners of the parent
Purchase of treasurystock
Net changes of items
other than shareholders'equityTotal amount of change
during the period
Balance at the end of thecurrent period

Capital Surplus Capital Reserve Treasury Stock

2,387,915

2,454,031

148,025

148,025

7,088,507-1,862,904

Total
Shareholders’Equity10,067,549

296,050

1,548,610

1,548,610-63-63

148,025

148,025

1,548,610-63

1,844,597

2,535,941

2,602,056

8,637,117-1,862,967

11,912,147

Accumulated Other Comprehensive Income

Balance at the beginningof the period
Fluctuation amount for thecurrent period
Issuance of new shares(exercise of subscription
rights to shares)
Net income attributableto owners of the parent
Purchase of treasurystock
Net changes of items
other than shareholders'equityTotal amount of change
during the period
Balance at the end of thecurrent period

Valuation
Differences on
Other Securities

Foreign
Exchange
Translation
Adjustment
Account

Total
Accumulated
Other
Comprehensive
IncomeStock
Acquisition
Rights5,109

40,991

46,101

6,116

Non-Controlling
Total Net Assets
Interests

2,447

10,122,215

296,050
1,548,610-63-19,308

83,427

64,119

5,227

3,836

73,183-19,308

83,427

64,119

5,227

3,836

1,917,781-14,198

124,419

110,220

11,344

6,284

12,039,996

63 / 125

④ Consolidated Cash Flow Statement(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
Cash Flow from Operating Activities
Income before Taxes
Depreciation
Goodwill Amortization
Increase/Decrease of Allowance for Doubtful Accounts(- is a decrease)
Increase/Decrease of Bonus Reserve (- is a decrease)
Interest and Dividend Income
Grant Income
Interest Income
Gain/Loss on Equity in Earnings of Affiliates (- isprofit)Gain/Loss on Sale of Fixed Assets (- is profit)
Loss on Retirement of Fixed Assets
Gain/Loss on Sale of Investment Securities (- is profit)
Gain/Loss on Valuation of Investment Securities (- isprofit)Gain on Reversal of Share Acquisition Rights
Gain on Step Acquisitions (- is profit)
Increase/Decrease in Trade Receivables (- is anincrease)
Increase/Decrease in Inventories (- is an increase)
Increase/Decrease in Trade Payables (- is a decrease)
Increase/Decrease in Accounts Payable (- is a decrease)
Other
Subtotal
Received Interest and Dividends
Received Grant
Interest Payment
Corporate Tax Payment
Cash Flow from Operating Activities
Cash Flow from Investing Activities
Expenditure on Acquisition of Tangible Fixed Assets
Expenditure on Acquisition of Intangible Fixed Assets
Income from the Sale of Fixed Assets
Income from the Sale of Investment Securities
Income from Acquisition of Subsidiary Company’s
Stock Involving a Change in Scope of Consolidation
Expenditure by Payment of Security Deposit
Income from Collection of Security Deposit
Expenditure on Payment of Security Deposit
Income from Collection of Loans Receivable
Expenditure on Long-term loans
Other
Cash Flow from Investing Activities
Cash Flow from Financing Activities
Repayment of Short-term Loans Payable
Repayment of Long-term Loans Payable
Income from Exercising Stock Options
Income from Issuance of Stock Acquisition Rights
Expenditure on the Acquisition of Treasury StockExpenditure for Repayment of Lease Obligations
Cash Flow from Financing Activities
Conversion Difference for Cash and Cash Equivalents
Increase/Decrease in Cash and Cash Equivalents (- is adecrease)
Initial Balance of Cash and Cash Equivalents
Increase in Cash and Cash Equivalents
Term-end Balance of Cash and Cash Equivalents

64 / 125

1,131,249
117,538
19,86914,931
146,587-5,377-3,954
5
－
-649
9,334
－
27,977-14,940-9,197-706,118-78,286
196,371
491,481132,214
1,469,035
5,312
14,153-5-75,750
1,412,746

2,357,315
241,790
184,160
37,78957,724-6,674-1,458
11,63257-274
19,812-1,23017,405－－-1,433,942-28,706-105,443
559,956-141,853
1,768,061
6,609
1,458
-12,120-224,363
1,539,646-187,656-40,191719－－-45,672
31,154－－-300,000-12,631-554,277-1,217,562-67,637
4,858
8,610
96,753-94,00835,309-500,000
500,000－
32,701-1,200,976－－
47,975－-57-17,11030,80740,350929,627
6,679,580*2 22,480*1 7,631,688-50,000-98,798
295,5175,760-63-15,368
137,047
78,368554,085
7,631,688－*1 8,185,773

Notes(Important Basic Matters for Preparing Consolidated Financial Statements)
1. Scope of Consolidation(1) Number of consolidated subsidiaries: 21
Names of consolidated subsidiaries
The above information is omitted because it is stated in “Item 1. Corporate Profile 4. Status of Subsidiaries and Affiliates.”
Koshikano Onsen Inc. which was a non-consolidated subsidiary in the previous consolidated fiscal year, is included in the scope of
consolidation from the current consolidated fiscal year due to its increased importance.
In addition, Promotion Plus Co., Ltd. became a consolidated subsidiary in the current consolidated fiscal year following theacquisition of its shares on October 31, 2022. Since the deemed acquisition date was set as the end of the consolidated fiscal year,
only the balance sheet is consolidated in the consolidated fiscal year under review.
(2) Names of principal unconsolidated subsidiaries
Vision Ventures Co., Ltd.
Reason for exclusion from scope of consolidation
The non-consolidated subsidiary is small in size, and its total assets, net sales, net income (the Company's interest share), retained
earnings (the Company's interest share), etc. have no material impact on the consolidated financial statements.
2. Application of Equity Method
Number of companies accounted for by the equity method: 1 company
Affiliated company to which the equity method is applied:eeeats Inc.
3. Fiscal Year of Consolidated Subsidiaries and Equity Method Affiliates
Among the consolidated subsidiaries, Adval Corp. has a fiscal year ending May 31. In preparing the financial statements, a provisional
settlement of accounts was made as of November 30, and adjustments necessary for consolidation were made for significant transactions
that occurred during the period up to the consolidated fiscal year end. In addition, the fiscal year end of Promotion Plus Co., Ltd. is
January 31, and in preparing the consolidated financial statements, a provisional settlement of accounts as of October 31 is used andadjustments necessary for consolidation were made for significant transactions that occurred during the period up to the consolidated
book-closing date.
Additionally, Vision Mobile Hong Kong Limited and six other subsidiary companies have a fiscal year ending September 30, and in
preparing the consolidated financial statements, the financial statements of the consolidated subsidiaries as of their fiscal year end areused, and necessary adjustments are made for important transactions that occurred during the period up to the consolidated fiscal year
end.
Although the fiscal year end of equity-method affiliates differs from the consolidated fiscal year end, the financial statements of the
fiscal year of the equity-method affiliates are used.
4. Matters Relating to Accounting Policies(1) Valuation standards and methods for important assets① Securities
Other securities
Non-securities without market quotations
Fair value method (Unrealized gains and losses are included directly in net assets and cost of sales is calculated using themoving-average method.)
Securities without market quotations
Cost method based on moving average cost method② Inventories
Merchandise/supplies
Stated at cost determined by the first-in, first-out method (method of devaluation of book value based on decline inprofitability)

65 / 125

(2) Depreciation and amortization methods for significant depreciable assets
Tangible fixed assets (excluding leased assets)
The declining-balance method is used. However, the straight-line method is used for buildings (excluding building fixtures),rental assets, and building fixtures and structures acquired on or after April 1, 2016.
The durable lives of major assets are as follows.

①②

Buildings and structures
Machinery, equipment, andvehicles3-50 years

Tools, furniture, and fixtures

2-20 years

Rental assets

2 years

2-17 years

Intangible fixed assets
The straight-line method is used.
Software for internal use is amortized over the estimated durable life (5 years).

③

Leased assets
Leased assets related to finance leases that do not transfer ownership
The straight-line method, where the lease period is deemed as the durable life and the residual value is set as zero, is used.

(3) Basis for significant allowance① Allowance for doubtful accounts
To provide for losses due to bad debts, the Company and its consolidated subsidiaries reserve an estimated uncollectible amountbased on historical bad debt ratios for general bonds and on an individual assessment of collectability for specific bonds such as
bonds in danger of bankruptcy.
② Allowance for bonuses
To provide for bonuses payable to employees, an allowance is provided based on the estimated amount of payment.
(4) Basis for recording significant revenues and expenses
The main performance obligations and the usual point in time for satisfying those obligations (the usual point of revenue
recognition) regarding the revenue arising from contracts with the Company and its consolidated subsidiaries' customers in the major
businesses are as follows.
① GLOBAL WiFi
The GLOBAL WiFi business mainly rents router terminals for mobile data communication. The Company is obligated to provide
communication services during the rental period based on the contract and recognizes revenue upon satisfaction of the performanceobligation for the rental period. Lease revenue included in rentals is recognized in accordance with the "Accounting Standard forLease Transactions" (ASBJ Statement No. 13, March 30, 2007).
In addition, contracted airport services represent sales of services related to quarantine procedures at airport quarantine stations
upon entry into Japan. The Company is obligated to provide services to customers based on service contracts entered into with themand recognizes revenue when such performance obligations are satisfied because the performance obligations are fulfilled by theprovision of services.
The consideration for these services is generally received within one month, and the amount of consideration does not include asignificant financial component.
② Information and Communications Service
The Information and Communications Service business, which includes brokering of communication lines, sales of devices andnetwork equipment, and production of websites, is obligated to provide goods and services to customers based on service provisioncontracts concluded with them, and the main performance obligation is satisfied by delivery of deliverables or provision of services.
The Company recognizes revenue when these obligations are satisfied by the delivery of deliverables or provision of services. The
consideration for these services and goods provided is generally received within one month, and the amount of consideration does notinclude a significant financial component.
In addition, in the case of telecommunication line agency services, the Company recognizes as a refund liability the estimatedamount of refunds to be received when a customer cancels the telecommunication line within a short period of time.
The Company recognizes revenue from space rentals in accordance with the "Accounting Standard for Lease Transactions" (ASBJ
Statement No. 13, March 30, 2007) and other relevant accounting standards.
③ Glamping and Tourism business
The glamping and tourism business provides services incidental to glamping facilities, and revenue is recognized when the customer
obtains control over the goods or services at the time of delivery and the Group's performance obligations are satisfied. The
consideration for these services is generally received within one month, and the amount of consideration does not include any

66 / 125significant financial component.
(5) Conversion of significant assets and liabilities denominated in foreign currencies into Japanese currency
Monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rates
prevailing on the consolidated balance sheet date, with translation differences recognized as gains or losses. Assets and liabilities ofoverseas subsidiaries are translated into yen at the spot exchange rate on the balance sheet date, and revenues and expenses aretranslated into yen at the average exchange rate during the period.
(6) Amortization method and period of goodwill
Goodwill is amortized by the straight-line method over a reasonable amortization period not exceeding 20 years.
(7) Scope of cash and cash equivalents in the consolidated statements of cash flows
Cash and cash equivalents consist of cash on hand, bank deposits that can be withdrawn at any time, and short-term investmentswith a maturity of three months or less from the date of acquisition that are readily convertible into cash and bear only a minor risk ofprice fluctuation.
(Critical Accounting Estimates)
The following is a list of items for which an accounting estimate has been recorded in the consolidated financial statements for thecurrent fiscal year and which may have a significant effect on the consolidated financial statements for the following fiscal year.
1. Valuation of goodwill recognized at the time of the acquisition of Adval Corp. shares(1) Amount recorded in the consolidated financial statements for the current fiscal year
(unit: thousands of yen)Previous Consolidated
Fiscal Year
Goodwill

Current Consolidated
Fiscal Year

1,332,425

1,159,147(2) Information on significant accounting estimates related to identified items
As a result of the conversion of Adval Corp. into a subsidiary in the current fiscal year, the Group recorded 1,080,182 thousand yenof unamortized goodwill identified as excess earning capacity on the consolidated balance sheet. Adval Corp. has changed its
procurement method in response to changes in the market environment, such as the rise in the vacancy rate of office buildings, as
remote work is progressing at various companies due to the impact of the COVID-19 pandemic. As a result of reviewing the impact
of COVID-19 on the business plan in the current consolidated fiscal year, the business plan formulated in the previous consolidated
fiscal year was revised. We have examined whether the revision of the above may suggest a significant deterioration in the businessenvironment in considering the signs of impairment of the asset group including goodwill, but we have determined that it does notindicate signs of impairment.
The revised business plan was prepared based on key assumptions, such as the number of new spaces opened and revenue per space,which are the basis for the increase in sales, among other things, in light of the impact of the COVID-19 pandemic, and these key
assumptions are subject to uncertainty.
If the key assumptions used in these estimates need to be revised due to changes in the economic environment or other factors, theamount of goodwill may be materially affected in the next consolidated fiscal year.

67 / 125

(Notes on Changes in Accounting Policies)(Application of Accounting Standard for Revenue Recognition)
The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020; hereinafter referred to as the “revenue
accounting standard”) was adopted from the beginning of the current fiscal year, and recognized revenue at the amount expected to bereceived in exchange for the promised properties or services when control of the promised properties or services has been transferred to thecustomer.
The Company followed the transitional treatment prescribed in paragraph 84 of the revenue accounting standard, and the cumulative
effect of retrospective application of the new accounting policy prior to the beginning of the current fiscal year was added to or subtracted
from retained earnings at the beginning of the current fiscal year, and the new accounting policy was applied from such beginning balance.
As a result, there is no effect on the balance of retained earnings at the beginning of the current fiscal year. The adoption of the new
accounting standard did not have a material impact on the consolidated financial statements.
Due to the application of the Accounting Standard for Revenue Recognition, "advances received," which was included in "other" under"current liabilities" in the consolidated balance sheet for the previous fiscal year, is now presented as "contract liabilities" and included in"other" from this fiscal year, short-term cancellation refunds, which had been presented in "Current liabilities," is now presented in "Refund
liabilities" and included in "Other" from the current consolidated fiscal year.
However, in accordance with the transitional treatment prescribed in Paragraph 89-2 of the Accounting Standard for Revenue Recognition,
the reclassification has not been made for the previous consolidated fiscal year.
In accordance with the transitional treatment prescribed in Paragraph 89-3 of the Accounting Standard for Revenue Recognition, notes
related to revenue recognition for the previous fiscal year are not presented.
(Application of Accounting Standard for Measurement of Fair Value)
In accordance with the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019; hereinafter referred
to as the “fair value accounting standard”), the Company has changed the method of recognizing the “short-term refund allowance” in the
consolidated financial statements. The new accounting policy stipulated by the fair value accounting standard will be applied prospectively
from the beginning of the current fiscal year, in accordance with the transitional treatment stipulated in paragraph 19 of the fair value
accounting standard and paragraph 44-2 of the "Accounting Standard for Financial Instruments" (ASBJ Statement No. 10, July 4, 2019).
This change has no impact on the consolidated financial statements.
In addition, in the “Notes on Financial Instruments”, the Company has decided to provide notes on items such as the breakdown of themarket value of financial instruments by level.
However, in accordance with the transitional treatment prescribed in paragraph 7-4 of the "Guidance on Disclosures about Fair Value of
Financial Instruments" (ASBJ Guidance No. 19, July 4, 2019), no such notes are included for the previous fiscal year.
(Change in Display Method)(Concerning Consolidated Statements of Income)
Because it became insignificant in terms of amount, “Subsidy income” under “Non-operating income”, which was independently
presented in the previous consolidated fiscal year, is included in “Other” under “Non-operating income”. To reflect this change inpresentation, the consolidated financial statements for the previous consolidated fiscal year have been reclassified.
As a result, “Subsidy income” of 3,954 thousand yen and “Other” of 12,537 thousand yen, which were included in “Non-operating
income” in the consolidated statement of income for the previous consolidated fiscal year, have been reclassified as “Other” which is
16,311 thousand yen.

68 / 125

(Concerning Consolidated Balance Sheets)*1

The amount due to unconsolidated subsidiaries and affiliated companies are as follows.
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(December 31, 2021)(December 31, 2022)
Investment securities (shares)*2

39,275 thousands of yen

39,232 thousands of yen

The amount due to contract liabilities are as follows.
Current Consolidated Fiscal Year
(December 31, 2022)
Contract liabilities*

433,336 thousand yen

Overdraft Agreements
The Group has current account overdraft and commitment line agreements with three banks for the purpose of efficient procurementof working capital.
The following table shows the balance of unused lines of credit related to overdraft and commitment line agreements as of theconsolidated fiscal year.
Previous Consolidated Fiscal Year
(December 31, 2021)
Overdraft limit and total lending
commitment
Borrowing execution balance
Deduction

3,750,000 thousands of yen－
3,750,000 thousands of yen

Current Consolidated Fiscal Year
(December 31, 2022)
3,750,000 thousands of yen－
3,750,000 thousands of yen(Concerning Consolidated Statements of Income)*1 Revenue from contracts with clients
Revenues are not separately presented for revenues arising from contracts with customers and other revenues. The amount of revenue
arising from contracts with clients is presented in “Notes to Consolidated Financial Statements (Revenue Recognition) (1) Informationon breakdown of revenue arising from contracts with clients”.
*2 Ending inventory is the amount after devaluation of book value due to decline in profitability, and the following loss on valuation of
inventories is included in cost of sales.
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021) (January 1, 2022 - December 31, 2022)
3,608 thousands of yen*3

3,314 thousands of yen

The major expense items and amounts of selling, general and administrative expenses are as follows.
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021) (January 1, 2022 - December 31, 2022)
Salaries and allowances

2,294,018 thousands of yen

2,524,535 thousands of yen

Sales promotion expenses

1,112,803 thousands of yen

1,598,472 thousands of yen

802,190 thousands of yen

1,130,194 thousands of yen

61,165 thousands of yen

79,770 thousands of yen

265,906 thousands of yen

325,096 thousands of yen

Commissions paid
Provision of allowance for doubtful
accounts
Provision for bonuses

69 / 125

*4

The gains on sales of fixed assets are as follows.
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021) (January 1, 2022 - December 31, 2022)*5

Tools, furniture, and fixtures

500 thousands of yen－ thousands of yen

Rental assets

149 thousands of yen

274 thousands of yen

Total

649 thousands of yen

274 thousands of yen

The losses on sales of fixed assets are as follows.
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021) (January 1, 2022 - December 31, 2022)
Buildings and structures

2,334 thousand yen

17,697 thousand yen

Tools, furniture, and fixtures

0

〃

595

〃

Rental assets

－

〃

1,156

〃

7,000 〃

－

〃

－

362

〃

Construction in progress
SoftwareTotal〃

9,334 thousand yen

19,812 thousand yen(Concerning Comprehensive Income Statements)*

Reclassification adjustments and tax effects related to other comprehensive income

Valuation difference on available-forsale securities
Amount arising during the period
Reclassification adjustment

Previous Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021)

Current Consolidated Fiscal Year
(January 1, 2022 - December 31,
2022)-61,459 thousands of yen-28,092 thousands of yen－ thousands of yen－ thousands of yen

Before tax effect adjustment-61,459 thousands of yen-28,092 thousands of yen

Tax effect amount

18,951 thousands of yen

8,783 thousands of yen-42,508 thousands of yen-19,308 thousands of yen

1,039 thousands of yen－ thousands of yen

Net unrealized gains (losses) on
available-for-sale securities
Deferred gains or losses on hedges
Current year accrual
Reclassification adjustment－ thousands of yen－ thousands of yen

Before tax effect adjustment

1,039 thousands of yen－ thousands of yen

Tax effect amount-318 thousands of yen－ thousands of yen

Deferred gains or losses on hedges

721 thousands of yen－ thousands of yen

43,541 thousands of yen

83,427 thousands of yen

1,753 thousands of yen

64,119 thousands of yen

Foreign currency adjustments
Accrual for the year
Total other comprehensive income

70 / 125

(Concerning Statement of Changes in Consolidated Shareholders’ Equity
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
1. Matters Concerning Issued Stock
Beginning of the Current
Fiscal Year

Stock Type

Increase

End of the Current Fiscal
Year

Decrease

Ordinary Stock49,027,800
63,300(shares)(Reason for change)
Increase due to exercise of 63,300 shares of stock acquisition rights.

49,091,100－

2. Matters Concerning Treasury Stock
Beginning of the Current
Fiscal Year

Stock Type

Increase

End of the Current Fiscal
Year

Decrease

Ordinary Stock
1,948,044
46
446,500(shares)(Reasons for change)
Increase of 46 shares due to purchase of odd-lot shares.
Decrease of 446,500 shares due to disposal of treasury stock resulting from stock issuance.

1,501,590

3. Matters Concerning Stock Acquisition Rights

Company

BreakdownType of
Objective
SharesSubmitting
Company

Stock Acquisition
Rights as Stock
Options in 2017－

End of the Current
Consolidated
End of the
Fiscal Year
Current Fiscal
BalanceYear(thousands of yen)

Number of Objective Shares (shares)
Beginning of
the Current
Fiscal Year

Total

Increase

Decrease

－

－

－

－

6,116

－

－

－

－

6,116

4. Matters Concerning Dividends
Not applicable.
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
1. Matters Concerning Issued Stock
Stock Type

Beginning of the Current
Fiscal Year

Increase

End of the Current Fiscal
Year

Decrease

Ordinary Stock
49,091,100
1,331,100(shares)(Reason for change)
Increase due to exercise of 1,331,100 shares of stock acquisition rights.

50,422,200－

2. Matters Concerning Treasury Stock
Stock Type

Beginning of the Current
Fiscal Year

Increase

Ordinary Stock
1,501,590(shares)(Reason for change)
Increase of 52 shares due to purchase of odd-lot shares.

End of the Current Fiscal
Year

Decrease
52

1,501,642－

3. Matters Concerning Stock Acquisition Rights

Company

Breakdown

Submitting
Company

Stock Acquisition
Rights as Stock
Options in 2017
Stock Acquisition
Rights as Stock
Options in 2022

Type of
Objective
SharesEnd of the Current
Consolidated
End of the
Fiscal Year
Current Fiscal
BalanceYear(thousands of yen)

Number of Objective Shares (Shares)
Beginning of
the Current
Fiscal Year

Increase

Decrease

－

－

－

－

－

5,584

－

－

－

－

－

5,760

71 / 125

Total－－－－11,3444. Matters Concerning Dividends
Not applicable.
(Concerning Consolidated Cash Flow Statement)*1

Cash and cash equivalents at the end of the period are reconciled to the accounts reported in the consolidated balance sheets asfollows.
Previous Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021)
Cash and deposits

7,602,426 thousands of yen

8,156,512 thousands of yen

29,261 thousands of yen

29,261 thousands of yen

7,631,688 thousands of yen

8,185,773 thousands of yen

Deposits (Current assets “Other”)
Cash and cash equivalents*2

Current Consolidated Fiscal Year
(January 1, 2022 - December 31, 2022)

Major breakdown of assets and liabilities of newly consolidated company through share delivery

Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
Breakdown of assets and liabilities of Adval Corp. at the time of its consolidation through share delivery and the amount ofsubsidiary assets received due to share delivery are as follows.
Current assets

198,084 thousands of yen

Fixed assets

489,137 thousands of yen

Goodwill

1,234,494 thousands of yen

Current liabilities-409,666 thousands of yen

Long-term liabilities-915,177 thousands of yen

Shares held before acquisition of control-80 thousands of yen

Gain on step acquisitions-9,197 thousands of yen

Acquisition cost of shares

587,594 thousands of yen

Cash and cash equivalents of newly consolidated company

22,480 thousands of yen

Shares delivered due to stock issuance-587,594 thousands of yen

Difference: Increase in cash and cash equivalents due tostock issuance

22,480 thousands of yen

Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
Not applicable.

72 / 125

(Concerning Lease Transactions)1. Financial lease transaction(Borrower)
Finance lease transaction without transfer of ownership(1) Content of leased assets
Tangible fixed assets: Vehicles that have been borrowed from a leasing company and then subleased to our business partners.
(2) Depreciation method for leased assets
Not applicable as all are leased assets that are subject to sublease transactions.
(Lender)(1) Breakdown of lease investment assets① Current Assets(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(December 31, 2021)(December 31, 2022)

Lease payment receivable
portionEstimated residual value
portion

15,36813,074－－

Interest income portion

280

97

Lease investment assets

15,088

12,977② Investments and Other Assets(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(December 31, 2021)(December 31, 2022)

Lease payment receivable
portionEstimated residual value
portion

14,396

1,321

－

－

Interest income equivalent

101

4Lease investment assets

14,294

1,317(2) Scheduled collection of the portion of lease receivable to leased investment assets after the balance sheet date

Under a year
Lease Investment
Assets15,368Under a year
Lease Investment
Assets13,074(Unit: thousands of yen)Previous Consolidated Fiscal Year
(December 31, 2021)
Over 1 year, Over 2 years, Over 3 years, Over 4 years,
Over 5 years
under 2 years under 3 years under 4 years under 5 years
13,074

1,321

－

－

－

(Unit: thousands of yen)
Current Consolidated Fiscal Year
(December 31, 2022)
Over 1 year, Over 2 years, Over 3 years, Over 4 years,
Over 5 years
under 2 years under 3 years under 4 years under 5 years
1,321

2. Operating lease transaction(Borrower)
Unearned lease fees for non-cancellable operating lease transactions

73 / 125

－

－

－

－

(Unit: thousands of yen)Previous Consolidated Fiscal Year Current Consolidated Fiscal Year
(December 31, 2021)(December 31, 2022)
Under a year－

266,118

Over a year－

1,276,495

Total

－

1,542,163

74 / 125

(Concerning Financial Instruments)
1. Matters Concerning Financial Instruments(1) Policy on financial instruments
The Group's policy is to limit fund management to deposits and to procure funds mainly through bank loans. Derivative transactions
are used to avoid the risk of exchange rate fluctuations and the Group's policy is not to engage in speculative transactions.
(2) Description of financial instruments and their risks
Notes and accounts receivable-trade and lease investment assets, which are operating receivables, are exposed to credit risk ofcustomers.
Investment securities are shares of companies with which we have business relationships and are exposed to the risk of fluctuations
in market prices and the financial condition of the companies.
Long-term loans receivable are to companies with which we have business ties and are exposed to the credit risk. With respect to thisrisk, the department in charge monitors the credit status as needed.
Notes and accounts payable-trade and accounts payable-other, which are operating liabilities, are mostly due within three months.
Lease obligations are for the purpose of procuring funds necessary for capital investment.
Short-term borrowings and long-term borrowings are intended to secure funds necessary for working capital and capital expenditures
and are exposed to interest rate and liquidity risks associated with funding.
(3) Risk management system for financial instruments① Management of credit risk (risk related to non-performance of contract by counterparties)
Vision Inc. manages due dates and outstanding balances of operating receivables by counterparty through the establishment of a
dedicated receivables management department and works to identify and mitigate early concerns about collection due to deteriorationin financial conditions. The same management is applied to consolidated subsidiaries.
② Management of market risk (risk of fluctuations in market value)
With respect to investment securities, Vision Inc. periodically monitors the market prices and financial conditions of client companies
and continuously reviews the status of holding such securities in consideration of market conditions and relationships with clientcompanies.
③ Management of liquidity risk (risk of being unable to make payments by due dates) related to fund procurement
Vision Inc. manages liquidity risk by preparing and updating cash flow plans in a timely manner based on reports from eachdepartment and by maintaining liquidity on hand.
(4) Supplementary explanation of matters related to the market value of financial instruments
The fair value of financial markets includes prices based on market prices and, in the absence of market prices, rationally calculated
values.

75 / 125

2. Matters concerning the market value of financial instruments
Carrying amount on the consolidated balance sheet, market value and the difference between the two are as follows.
Previous Consolidated Fiscal Year (December 31, 2021)
Consolidated Balance Sheet

Market Value

Difference(thousands of yen)(thousands of yen)(thousands of yen)(1)

Investment securities (*2)

136,757

136,757－(2)

Long-term loans receivable (*3)

324,945

324,100-845(3)

Lease investment assets (*3)

29,382

28,775-607

Total assets

491,084

489,632-1,453(4)Long-term loans payable (*3)

822,906

808,849-14,056(5)

Lease obligations (*3)

29,382

28,775-607

Total liabilities

852,288837,624-14,663

Current Consolidated Fiscal Year (December 31, 2022)
Consolidated Balance Sheet

Market Value

Difference(thousands of yen)(thousands of yen)(thousands of yen)(1)

Investment securities (*2)

108,665

108,665－(2)

Long-term loans receivable (*3)

19,006

18,763-243(3)

Lease investment assets (*3)

14,294

14,063-231

Total assets

141,965

141,491-475(4)Long-term loans payable (*3)

967,176

963,947-3,228(5)

Lease obligations (*3)

14,294

14,063-231

Total liabilities

981,470

978,010-3,459(*1) “Cash and deposits”, “Accounts receivable”, “Notes and accounts – payable”, and “Accounts payable – other” are omitted
because their fair values approximate their book values due to their short maturities.
(*2) Previous consolidated fiscal year (December 31, 2021)
The consolidated balance sheet amounts of financial instruments whose fair value is extremely difficult to determine are as
follows.
Division

Previous consolidated fiscal year
(thousands of yen)

Unlisted stocks

76,380Subsidiary and affiliated stocks (unlisted)

39,290

Guarantee deposits

759,881

Unlisted stocks are not included in “(1) Investment securities” because they do not have market prices and it is extremely
difficult to determine their fair value.
Guarantee deposits are not included in “(1) Investment securities” because they do not have market prices, the timing of
their return cannot be reasonably estimated, and it is extremely difficult to determine their fair value.
Current consolidated fiscal year (December 31, 2022)
Stocks and other securities without market quotations are not included in “(1) Investment securities”. The consolidated balance
sheet amounts of such financial instruments are as follows.
Division

Current consolidated fiscal year
(thousands of yen)

Unlisted stocks

51,594

Subsidiary and affiliated stocks (unlisted)

39,232(*3) Current portion of long-term loans receivable, lease investment assets, long-term loans payable, and lease obligations are

76 / 125

included.

77 / 125

(*4) Scheduled redemption amount for monetary claims after the consolidated settlement datePrevious Consolidated Fiscal Year (December 31, 2021)
Under a year
(thousands of yen)Over 1 year, under
5 years(thousands of yen)Over 5 years,
under 10 years(thousands of yen)Over 10 years(thousands of yen)

Cash and deposits

7,602,426－－－

Notes and accounts receivable - trade2,183,816－－－

Long-term loans receivable

5,939

319,006－－

Lease investment assets

15,08814,294

－

－

Total

9,807,270

333,301－－

Under a year
(thousands of yen)Over 1 year, under
5 years(thousands of yen)Over 5 years,
under 10 years(thousands of yen)Over 10 years(thousands of yen)

Cash and deposits

8,156,512－－－

Notes and accounts receivable - trade

3,658,679－－－

Long-term loans receivable

15,090

3,915

－

－

Lease investment assets

12,977

1,317

－

－

Total

11,843,259

5,233

－

－

Current Consolidated Fiscal Year (December 31, 2022)(*5) Scheduled repayments of lease obligations after the consolidated balance sheet datePrevious Consolidated Fiscal Year (December 31, 2021)
Over 1 year,
Over 2 years,
Under a year
under 2 years under 3 years(thousands of(thousands of (thousands of
yen)
yen)
yen)
Short-term loans

Over 3 years,
under 4 years(thousands ofOver 4 years,
under 5 years(thousands of

yen)

yen)

Over 5 years(thousands ofyen)

50,000

－

－

－

－

－

89,002110,268

110,268

110,228

82,051

321,089

Lease obligation

15,088

12,977

1,317

－

－

－

Total

154,090

123,245

111,585

110,228

82,051

321,089

Current Consolidated Fiscal Year (December 31, 2022)
Over 1 year,
Over 2 years,
Under a year
under 2 years under 3 years(thousands of(thousands of (thousands of
yen)
yen)
yen)

Over 3 years,
under 4 years(thousands ofOver 4 years,
under 5 years(thousands ofOver 5 years(thousands of

yen)

yen)

receivable
Long-term loans
receivable

Long-term loansyen)120,097

128,926

128,380

100,367

73,754

415,649

Lease obligation

12,977

1,317

－

－

－

－

Total

133,074

130,243

128,380

100,367

73,754

415,649

receivable

78 / 125

3. Matters Concerning the Breakdown of the Market Value of Financial Instruments by Level
The market value of financial instruments is classified into the following three levels based on the observability and materiality of the
inputs used to calculate fair value.
Level 1 Market value: Market value calculated based on quoted market prices for assets or liabilities subject to market value calculations
that are formed in active markets, which are among the inputs for the calculation of observable market value.
Level 2 Market value: Market value calculated using inputs other than Level 1 inputs to the calculation of observable market value.
Level 3 Market value: Market value calculated using inputs for the calculation of market value that are not observable.
(1) Financial instruments recorded on the consolidated balance sheet at market value
Current Consolidated Fiscal Year (December 31, 2022)
Market value (thousands of yen)
Level 1

Level 2

Level 3

Total

108,665－－

108,665

108,665－－

108,665

Investment securities
Other securities
SharesTotal assets(2) Financial instruments other than those recorded on the consolidated balance sheets at market value
Current Consolidated Fiscal Year (December 31, 2022)
Market value (thousands of yen)
Level 1

Level 2

Level 3Total

Long-term loans
receivable－

18,763－18,763

Lease investment assets－

14,063－14,063

Total assets－

32,826－32,826Long-term debt－

963,947－

963,947

Lease obligations－

14,063－14,063－

978,010－

978,010

Total liabilities

Note: Explanation of valuation techniques and inputs related to the calculation of market value
Investment securities
Listed stocks are valued using quoted market prices. Since listed stocks are traded in active markets, their market value is classified
as Level 1 market value.
Long-term loans receivable (including current portion)
The market value of long-term loans receivable is calculated based on the present value of the total principal and interest discounted
at the interest rate that would be applicable to a similar new loan and is classified as Level 2 market value.
Lease investment assets (including current portion)
The market value of lease investment assets is calculated based on the present value of the total principal amount of interest discounted
at the interest rate that would be applicable to a new similar lease transaction and is classified as Level 2 market value.
Long-term debt (including current portion)
The market value of long-term loans payable is calculated based on the present value of the total principal and interest discounted at
the interest rate that would be applicable to a similar new loan transaction and is classified as Level 2 market value.

79 / 125

Lease obligations (including current portion)
The market value of lease obligations is calculated based on the present value of the total lease obligations discounted at the interest
rate assumed for a new similar lease transaction and classified as Level 2 market value.
(Concerning Marketable Securities)
1. Other marketable securities
Previous Consolidated Fiscal Year (December 31, 2021)
Division

Consolidated balance sheet(thousands of yen)

Acquisition cost(thousands of yen)

Difference(thousands of yen)

Securities whose reported amounts inthe consolidated balance sheets exceed
acquisition cost
Shares88,07375,865

12,20788,07375,865

12,207

48,68453,424-4,739Subtotal

48,68453,424-4,739

Total

136,757

129,289

7,468

Subtotal
Securities whose reported amounts inthe consolidated balance sheets do not
exceed acquisition cost
SharesNote: Unlisted stocks (consolidated balance sheet amount: 76,380 thousand yen) are not included in “Available-for-sale securities” in theabove table because they have no market price.
Current Consolidated Fiscal Year (December 31, 2022)
Division

Consolidated balance sheet(thousands of yen)

Acquisition cost(thousands of yen)

Difference(thousands of yen)

Securities whose reported amounts inthe consolidated balance sheets exceed
acquisition cost
Shares

7,704

7,344

360

7,704

7,344

360

100,961

121,945-20,984

Subtotal

100,961

121,945-20,984

Total

108,665

129,289-20,624

Subtotal
Securities whose reported amounts inthe consolidated balance sheets do not
exceed acquisition cost
SharesNote: Unlisted stocks (consolidated balance sheet amount: 51,594 thousand yen) are not included in “Available-for-sale securities” in theabove table because they have no market price.
2. Other securities sold during the consolidated fiscal year
Previous Consolidated Fiscal Year (December 31, 2021)
Sale amount
Division(thousands of yen)
Shares
Total

Total gain on sale(thousands of yen)
－

－

－

－

－

－

Current Consolidated Fiscal Year (December 31, 2022)
Sale amount
Division(thousands of yen)
Shares
Total

Total loss on sale(thousands of yen)

Total gain on sale(thousands of yen)

Total loss on sale(thousands of yen)

8,610

1,230

－

8,610

1,230

－

80 / 1253. Impairment loss caused by securities
For the previous consolidated fiscal year, impairment of 27,977 thousand yen was made for available-for-sale securities.
For the current consolidated fiscal year, impairment of 17,405 thousand yen was made for available-for-sale securities.
If the market value of available-for-sale securities with market quotations declines by 50% or more compared to the acquisition cost at
the end of the consolidated fiscal year, all such securities are written down, and in the event that the market value declines by 30% to50%, the amount deemed necessary in consideration of the possibility of recovery of the relevant amount is written down.
In the case of impairment of unlisted stocks whose fair value is deemed extremely difficult to determine, the Company determines
whether impairment is necessary by assessing the recoverability of each stock on an individual basis when its real value has declined
significantly due to deterioration of its financial condition.

81 / 125

(Concerning Stock Options)
1. Amount and title of expense recognized for stock options
Not applicable.
2. Amount recorded as profit due to lapsed unsettled rights
Previous Consolidated Fiscal Year
Current Consolidated Fiscal Year
(January 1, 2021 - December 31, 2021) (January 1, 2022 - December 31, 2022)
Gain on reversal of subscription rights
to shares

14,940 thousands of yen－ thousands of yen

3. Description, scale, and changes in stock options
The Company conducted a 100-for-1 stock split on January 1, 2015, a 2-for-1 stock split on July 1, 2017, and a 3-for-1 stock split on
October 1, 2019, and the following figures reflect these stock splits.
(1) Details of Stock Option
Company

Submitting Company
May 1, 2012
Resolution by the Board of
Directors
First stock acquisition rights

Submitting Company
February 1, 2013
Resolution by the Board of
Directors
Second stock acquisition rights

Classification andnumber of persons to beissuedCompany directors: 3
Company employees: 25

Company directors: 1
Company employees: 8Class and number ofshares granted (Note 1)

Ordinary stock
1,482,600 shares

Ordinary stock
81,000 shares

Ordinary stock
720,000 shares

Date of issuanceMay 2, 2012

February 4, 2013

March 18, 2022

(Note 2)

(Note 3)(Note 4)

Date of resolution

Vesting conditions

There is no fixed subject
service period.
February 4, 2015 – February 3,
Exercise period
May 2, 2014 – May 1, 2022
2023
Note 1. The number of shares is converted into the number of shares.
Subject service period

There is no fixed subject
service period.

Submitting Company
March 1, 2022
Resolution by the Board of
Directors
Fourth stock acquisition rights
Company directors: 3
Company employees: 27
Subsidiary company directors: 2

There is no fixed subject
service period.
April 1, 2024 – March 31, 2032

2. (1) The grantee of stock acquisition rights must maintain the position of director, corporate auditor, or employee of the Company
at the time of exercising the rights. However, this shall not apply if the grantee has obtained the approval of the Board of
Directors of the Company to exercise the rights.
(2) In the event of the death of a stock acquisition right holder, inheritance of stock acquisition rights shall not be permitted.
However, this shall not apply if approved by the Board of Directors.
(3) The stock acquisition rights may be exercised from May 2, 2014 or one year from the date the shares are listed on afinancial instruments exchange, whichever is later.
(4) Other conditions for exercise shall be as set forth in the "Stock Acquisition Rights Allotment Agreement" concluded
between the Company and the grantee of the stock acquisition rights.
3. (1) The person who has received an allotment of stock acquisition rights must hold the position of director, corporate auditor, or
employee of the Company at the time of exercising the rights. However, this shall not apply in cases where the Board of
Directors of the Company has given its approval for the right to exercise the rights.
(2) In the event of the death of a stock acquisition right holder, inheritance of stock acquisition rights shall not be permitted.
However, this shall not apply if approved by the Board of Directors.
(3) The stock acquisition rights may be exercised from February 4, 2015 or one year from the date the shares are listed on afinancial instruments exchange, whichever is later.
(4) Other conditions for exercise shall be as set forth in the "Stock Acquisition Rights Allotment Agreement" concluded
between the Company and the grantee of the stock acquisition rights.
4. (1) Persons who have received allotment of stock acquisition rights (hereinafter referred to as "stock acquisition right holders")
shall be entitled to exercise the stock acquisition rights for the fiscal years ending December 31, 2023 through December 31,

82 / 1252027, in accordance with the provisions of the "Stock Acquisition Rights Allotment Agreement" concluded between the
Company and the allottee of stock acquisition rights. The Company's operating income (if the Company does not prepare a
consolidated statement of income, the statement of income) for the fiscal years ending December 31, 2023 through December
31, 2027 (or, if the Company does not prepare a consolidated statement of income, the statement of income) shall be the ratio
set forth in ① or ② below (the "exercisable ratio"). Any fraction of less than one Stock Acquisition Right that becomes
exercisable in the calculation of such exercisable ratio shall be rounded down.
① If operating income exceeds 4 billion yen in any fiscal year from the fiscal year ending December 31, 2023 to the fiscal year
ending December 31, 2025
Exercisable ratio: 50%② If operating income exceeds 5 billion yen in any fiscal year from the fiscal year ending December 31, 2023 to the fiscal year
ending December 31, 2027
Exercisable ratio: 100%In the event that the Board of Directors determines that it is not appropriate to use the actual figures shown in the Company's
standards or an event such as a corporate acquisition that has a significant impact on the Company's performance, the Company
shall exclude the impact of such a corporate acquisition within a reasonable range and use such figures for the determination. If
the Board of Directors determines that it is not appropriate to decide based on the actual figures shown in the Company's
consolidated statements of income, the Company may adjust the actual figures used in the determination to eliminate the effectof the acquisition, etc. to a reasonable extent. In the event that stock compensation expenses related to the Stock Acquisition
Rights are recorded in the relevant consolidated statement of income, the judgment shall be made based on the operating income
before deduction of stock compensation expenses, eliminating the impact of such expenses.
(2) Holders of stock acquisition rights must be directors, corporate auditors or employees of the Company or its affiliates at thetime of exercising their stock acquisition rights. However, this shall not apply in the event of retirement from office due toexpiration of term of office, mandatory retirement age, or when the Board of Directors recognizes other justifiable reasons.
(3) The exercise of the Stock Acquisition Rights by the heirs of the holders of the Stock Acquisition Rights shall not be
permitted.
(4) If the exercise of the Stock Acquisition Rights would cause the total number of shares issued by the Company to exceed thetotal number of shares authorized to be issued at the time of such exercise, such Stock Acquisition Rights may not be exercised.
(5) No less than one of each Stock Acquisition Right may be exercised.

83 / 125

(2) Changes in the scale of stock options
Stock options that existed during the current consolidated fiscal year (ended December 31, 2022) are covered, and the number ofstock options has been converted into the number of shares.
①Amount of stock options
Company nameSubmitting Company
May 1, 2012
Resolution by the Board of
Directors
First stock acquisition rights

Submitting Company
February 1, 2013
Resolution by the Board of
Directors
Second stock acquisition rights

Submitting Company
March 1, 2022
Resolution by the Board of
Directors
Fourth stock acquisition rights

－

－

－

－

－

720,000

Forfeiture

－

－

－

Vested－－－Unvested balance－－

720,000

1,160,400

78,000－－－－Exercise

1,154,400

76,800－Forfeited

6,000

－

－

－

1,200

－

Submitting Company
May 1, 2012
Resolution by the Board of
Directors
First stock acquisition rights
170

Submitting Company
February 1, 2013
Resolution by the Board of
Directors
Second stock acquisition rights
170

Submitting Company
March 1, 2022
Resolution by the Board of
Directors
Fourth stock acquisition rights
1,162

1,207

1,293

－

－

－

800

Date issued
Before vested rights (shares)
At the end of the previous
fiscal year
GrantedAfter vested rights (shares)
At the end of the previous
fiscal year
VestedUnexercised balance② Unit priceCompany nameDate issued
Exercise price (yen)Average stock price at thetime of exercise (yen)Fair valuation unit price at
grant date (yen)

4. Estimation method of fair value for stock options granted in the current fiscal year
(1) Valuation technique used: Monte Carlo simulation(2) Principal underlying values and estimation method
Stock price volatility
54.81%(Note 1)
Expected remaining life
10 years(Note 2)
Expected dividend
0.00%(Note 3)
Risk-free interest rate
0.219%(Note 4)Note 1. Calculated based on the actual share price from March 3, 2016 to March 18, 2022.
2. The period from the allotment date to the expiration date of the exercise period.
3. The calculation is based on the actual results for the fiscal year ended December 31, 2021.
4. The yield of government bonds corresponding to the expected remaining period.

84 / 125

5. Estimation of the number of stock options vested
Basically, since it is difficult to reasonably estimate the number of future lapses, the Company adopts a method that reflects only theactual number of lapses.
6. Total intrinsic value of stock options as of the end of the fiscal year under review when calculated based on the intrinsic value per unitof stock options and total intrinsic value of stock options exercised during the fiscal year under review as of the date of exercise(1) Total intrinsic value at the end of the current fiscal year
1,479 thousand yen(2) Total intrinsic value of stock options exercised during the fiscal year at the date of exercise
1,382,851 thousand yen

85 / 125(Additional Information)(Application of the "Practical Solution on Transactions Granting Employees and Others Stock Acquisition Rights, which Involve
Considerations, with Vesting Conditions”)
Application of “Practical Solution on Transactions Granting Employees and Others Stock Acquisition Rights, which Involve
Considerations, with Vesting Conditions (ASBJ PITF No. 36, January 12, 2018; hereinafter referred to as "PITF No. 36") For
transactions in which paid stock acquisition rights with vesting conditions were granted to employees, etc. prior to the date, theaccounting treatment that was previously adopted will be continued based on Practical Response Report No. 36, Paragraph 10 (3).
The Company conducted a 3-for-1 stock split on October 1, 2019, and the following figures reflect the stock split.
1. Overview of Stock Acquisition Rights with Allotted Conditions(1) Contents of Stock Acquisition Rights with Allotted Conditions
Third stock acquisition rights
Classification and number of
persons to be granted

Company Directors: 3 people
Company Employees: 155 people
Subsidiary Company Employees: 5 people

Number of stock options by type ofstock (Note 1)

Ordinary stocks

Date of issuance

November 30, 2017

Vesting conditions(Note 2)

Subject service period

There is no fixed subject service period.

Exercise period

April 1, 2019 - March 31, 2025

4,068,000 shares

Note 1. The number of shares has been converted into the number of shares.
2. (1) In the event that the operating income of the Company satisfies the conditions set forth below, the holders of stock acquisitionrights shall, in accordance with the satisfied conditions, receive the stock acquisition rights allocated to each holder of stockacquisition rights at the ratio set forth in each of the relevant items (hereinafter referred to as the "Exercisable Ratio").
① If operating income for the fiscal year ending December 31, 2018 exceeds 2.1 billion yen and operating income for the fiscal
year ending December 31, 2019 exceeds 2.6 billion yen, the exercisable ratio is 30%.
② If operating income for the fiscal year ending December 31, 2020 exceeds 3.1 billion yen, the exercisable ratio is 30%
If both conditions ① and ② are met, the exercisable ratio shall be 60%.
③ Notwithstanding ① and ② above, if operating income for any fiscal year from the fiscal year ending December 31, 2018
to the fiscal year ending December 31, 2021 exceeds 3.6 billion yen, the exercisable ratio is 100%.
In determining operating income, reference shall be made to operating income as shown in the consolidated statements ofincome (or statements of income if consolidated statements of income are not prepared) included in the Company's annual
securities report. If there is a significant change in the concept of items to be referenced due to the application of International
Financial Reporting Standards or other reasons, the Company's Board of Directors shall separately determine the indicators
to be referenced. In addition, in calculating the exercisable ratio, any fraction less than one (1) in the number of Stock
Acquisition Rights exercisable by each Stock Acquisition Rights Holder shall be rounded down to the nearest whole number.
(2) Notwithstanding (1) above, if the operating income for any fiscal year from the fiscal year ending December 31, 2018 to thefiscal year ending December 31, 2021 falls below 1.6 billion yen, the stock acquisition right holder may not exercise the stockacquisition rights thereafter, except for the stock acquisition rights that have already become exercisable in accordance with (1)above.
(3) Holders of stock acquisition rights must be directors (excluding outside directors; hereinafter the same) or employees of theCompany or employees of a subsidiary of the Company at the time of exercising their rights. However, this shall not apply incases where the Board of Directors recognizes that the person has retired due to expiration of his/her term of office, mandatory
retirement age or other justifiable reasons.
(4) Notwithstanding the provisions of (3) above, in the event of the death of the Stock Acquisition Rights Holder and the Board of
Directors of the Company approves in writing the exercise of the Stock Acquisition Rights by the heirs of the Stock Acquisition
Rights Holder in consideration of various circumstances, the heirs may exercise the Stock Acquisition Rights that would have

86 / 125been exercisable if the Stock Acquisition Rights Holder had been alive.
(5) Except as provided in (4) above, succession of the Stock Acquisition Rights by inheritance shall not be permitted. If the heir ofa stock acquisition right holder dies, the stock acquisition rights shall not be inherited again.
(6) If the exercise of the Stock Acquisition Rights causes the total number of issued shares of the Company to exceed the total
number of shares authorized to be issued at the time, the Stock Acquisition Rights may not be exercised.
(7) Each Stock Acquisition Right may not be exercised for less than one (1) Stock Acquisition Right.
(8) Other conditions for the exercise of rights shall be as set forth in the Stock Acquisition Rights Allotment Agreement to be
executed between the Company and the grantee of the Stock Acquisition Rights.

(2) Extent and Fluctuation Status of Stock Acquisition Rights with Allotted Conditions
Stock options that existed during the current consolidated fiscal year (ended December 31, 2022) are covered, and the number of stock
options has been converted into the number of shares.
The Company conducted a 3-for-1 stock split on October 1, 2019, and the following figures reflect this stock split.
① Amount of stock options
Third stock acquisition rights
Before vested rights (shares)
At the end of the previous
consolidated fiscal year
Granted－－Forfeiture－

Vested－Unvested balance－

After vested rights (shares)
At the end of the previous
fiscal year
Vested1,146,900－

Exercise

99,900Forfeited－

Unexercised balance

1,047,000② Unit price
Exercise price (yen)Average stock price at
exercise (yen)

863
1,306

2. Overview of the Adopted Accounting Method(Accounting treatment prior to the vesting date)(1) The amount paid by employees for the grant of stock acquisition rights with vesting conditions is recorded as stock acquisition rights
in the net assets section.
(2) The portion of the paid-in amount recognized as stock acquisition rights that corresponds to the forfeiture due to non-vested rights is
recognized as income.
(Accounting treatment after the vesting date)(1) When stock acquisition rights with vesting conditions are exercised and new shares are issued in response, the portion of the amountrecorded as stock acquisition rights corresponding to the exercise of such rights shall be transferred to paid-in capital.
(2) In the event of forfeiture due to non-exercise of rights, the portion of the amount recorded as stock acquisition rights that corresponds
to such forfeiture shall be recorded as income. This accounting treatment shall be made in the period in which the relevant lapse isfixed.

87 / 125

(Concerning Tax Effect Accounting)
1. Breakdown by cause of occurrence of deferred tax assets and deferred tax liabilities
Previous Consolidated Fiscal
Year(December 31, 2021)

Current Consolidated Fiscal
Year(December 31, 2022)

Accrued bonuses

83,135 thousands of yen

106,292 thousands of yen

Accrued enterprise tax

19,619 thousands of yen

38,092 thousands of yen

Deferred tax assets

Asset adjustment account9,947 thousands of yen

1,758 thousands of yen

Accrued social insurance premiums

10,432 thousands of yen

12,365 thousands of yen

Allowance for doubtful accounts

49,700 thousands of yen

62,048 thousands of yen

Allowance for short-term surrender losses

16,781 thousands of yen

17,031 thousands of yen

Loss on valuation of investment securities

136,535 thousands of yen

140,356 thousands of yen

Advance received

20,888 thousands of yen

25,951 thousands of yen

Accrued salaries

21,345 thousands of yen

21,073 thousands of yen

Asset retirement obligations

32,199 thousands of yen

37,055 thousands of yen

Excess depreciation

3,799 thousands of yen

36,430 thousands of yen

Excess amortization of deferred assets

6,411 thousands of yen

9,805 thousands of yen

611,709 thousands of yen

332,143 thousands of yen

145,847 thousands of yen

100,709 thousands of yen

Loss on valuation of merchandise

3,894 thousands of yen

4,132 thousands of yen

Other16,154 thousands of yen

21,532 thousands of yen

Net operating loss carried forward for tax
purposes (Note 1)
Impairment loss

Subtotal of deferred tax assets
Valuation allowance for tax loss carryforwards(Note 1)
Valuation allowance for total temporary
differences, etc.
Subtotal of valuation allowance
Total deferred tax assets

1,188,401 thousand yen

966,781 thousands of yen-324,870 thousands of yen-332,143 thousands of yen-220,929 thousands of yen-253,997 thousands of yen-545,799 thousands of yen-586,140 thousands of yen

642,601 thousands of yen

380,640 thousands of yen

Deferred tax liabilities
Valuation difference on available-for-salesecurities
Reserve for reduction entry of fixed assets-3,738 thousands of yen－ thousands of yen-17,662 thousands of yen-16,655 thousands of yen

Assets against asset retirement obligations-6,822 thousands of yen-7,749 thousands of yen

Total deferred tax liabilities-28,222 thousands of yen-24,405 thousands of yen

Net deferred tax assets

614,378 thousands of yen

356,235 thousands of yen

Note 1. Tax loss carryforwards and their deferred tax asset carryforwards by expiration
Previous Consolidated Fiscal Year (December 31, 2021)
Over 1
Over 2
Over 3
Over 4
Under ayear,
years,
years,
years,
year
under 2
under 3under 4
under 5
years
years
years
years
Net operating loss
carryforwards for tax
300
25,263－－－
purposes (a)Valuation allowance

－

－

－

-300

Deferred tax assets

－

－

－

－

Over 5
years

Total

586,145

611,709 thousands of yen-25,263 -299,306-324,870 thousands of yen－

286,839(b)

286,839 thousands of yen(a) Tax loss carried forward is the amount of tax loss carried forward multiplied by the legal effective tax rate.
(b) Deferred tax assets of 286,839 thousand yen are recognized for the tax loss carried forward of 611,709 thousand yen. The

88 / 125deferred tax assets related to such tax loss carryforwards are deemed collectible based on the estimated future taxable income.

Current Consolidated Fiscal Year (December 31, 2022)
Over 1
Over 2
Under ayear,
years,
year
under 2
under 3years
years
Net operating loss
carryforwards for tax
300－－
purposes (c)Over 3
years,
under 4
years

Over 4
years,
under 5years

Over 5years

25,263－

306,579

332,143 thousands of yen－ -306,579-332,143 thousands of yen

Valuation allowance

－

－

-300

-25,263

Deferred tax assets

－

－

－

－

－

－

Total

－ thousands of yen(c) Tax loss carryforwards are multiplied by the statutory tax rate.
2. Significant differences between the statutory tax rate and the effective tax rate after the application of tax effect accounting, by major
cause of such differences
Previous Consolidated
Fiscal Year
(December 31, 2021)

Current Consolidated
Fiscal Year
(December 31, 2022)

30.62 %

30.62 %

Change in valuation allowance

0.96 %

1.00 %Per capita corporate inhabitant tax

2.16 %

1.23 %

1.54 %

1.44 %

0.08 %

0.10 %Tax deductions－ %-1.98 %

Amortization of goodwill－ %2.00 %

Other

0.05 %-0.27 %

Effective tax rate after application of tax effectaccounting

35.41 %

34.14 %

Statutory effective tax rate
(Adjustment)

Difference in tax rates between consolidated
subsidiaries
Entertainment expenses and other items not
permanently deductible for income tax
purposes(Concerning Asset Retirement Obligations)
The Group recognizes the obligation to restore offices and other properties to their original state at the time of vacating based on realestate lease contracts as asset retirement obligations, but this information has been omitted because the total amount of such obligations
is immaterial.
Instead of recording a liability, the asset retirement obligation at the end of the current fiscal year is recorded as an expense based on areasonable estimate of the amount of the security deposit related to the real estate lease contract that is not expected to be collected in theend, and the amount that belongs to the burden of the current fiscal year.

89 / 125

(Notes on Revenue Recognition)
1. Information that disaggregates revenue arising from customer contracts
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)(Unit: thousands of yen)

Reporting segment
GLOBAL WiFi
Business

Information andCommunications Glamping/Tourism
Services
Business
Business

Subtotal

Other(Note 1)

Total

Data Communications

6,794,050－－

6,794,050－

6,794,050

Airport Operations

4,881,025－－

4,881,025－

4,881,025

OA Equipment－

3,543,529－

3,543,529－

3,543,529

Mobile Communications－

2,730,724－

2,730,724－

2,730,724

Internet Media

－

766,259－

766,259－

766,259

Broadband Lines－

488,881－

488,881－

488,881

Fixed
Lines

－

482,486－

482,486－

482,486－－

338,295

338,295－

338,295

Other

1,034,783

1,548,707－

2,583,490

186,7502,770,241

Revenue from Customer
Contracts

12,709,860

9,560,588

338,295

22,608,745

186,750

22,795,495

Other Revenues (Note 2)

1,680,090

1,012,140－

2,692,231－

2,692,231

Sales to External Customers

14,389,950

10,572,729

338,295

25,300,976

186,750

25,487,727

Communication

Glamping

Note 1. “Other” is a business segment not included in the reportable segments and includes media business, catalog sales business, etc.
2. “Other revenues” are revenues based on accounting standards for lease transactions.
2. Basis for understanding revenues arising from contracts with customers
Information that forms the basis for understanding revenues is as described in “4. Accounting Policies (4) Basis for Recognition of
Significant Revenues and Expenses”.
3. Information about the relationship between the satisfaction of performance obligations under contracts with customers and cash flows
from such contracts, and the amount and timing of revenue expected to be recognized from contracts with customers that exist at theend of the current fiscal year to be recognized in the following fiscal year or later(1) Outstanding contract liabilities(unit: thousands of yen)Contractual Liabilities(balance at the beginning)
Contractual Liabilities(balance at the ending)

324,972
433,336

In the consolidated balance sheets, contract liabilities are included in “Other current liabilities”. Contract liabilities consist primarilyof advances received from customers. Contract liabilities are reversed upon recognition of revenue.
The amount of revenue recognized in the current period that was included in the contract liability balance at the beginning of theperiod was 324,972 thousand yen.
(2) Transaction prices allocated to remaining performance obligations
The Group has no material transactions with an initially expected contract term exceeding one year. In addition, there are no material
amounts of consideration arising from contracts with customers that are not included in the transaction price. The practical expedientmethod is applied in the notes to the transaction prices allocated to the remaining performance obligations, and contracts with an
initially expected term of one year or less are not included in the scope of the notes.

90 / 125(Segment Information)
Segment information
1. Overview of reportable segments(1) Method of determining reportable segments
The Group's reportable segments are components of the Group for which separate financial information is available and which are
subject to periodic review by the Board of Directors for the purpose of determining the allocation of management resources andevaluating performance.
The Group has established business divisions by product and service, and the Sales Division, which oversees the business divisions,formulates domestic and overseas business strategies for the products and services it handles and develops business activities.
Accordingly, the Group is composed of segments by product and service and has three reportable segments: “GLOBAL WiFi
Business”, “Information and Communications Service Business”, and “Glamping/Tourism Business”.
(2) Type of products and services belonging to each reportable segment
The “GLOBAL WiFi Business” includes the rental of Wi-Fi routers in Japan and overseas. The “Information and Communications
Service Business” provides services such as subscription agency services for various communication services, sales of mobile
communication devices, sales of office automation equipment, website production, and meeting room space rental. The“Glamping/Tourism Business” operates glamping facilities.
(3) Changes in reportable segments
The glamping/tourism business was newly added in the current consolidated fiscal year with the opening of VISION GLAMPING
Resort & Spa Yamanakako and the acquisition of all shares of Koshikano Onsen Inc., making it a consolidated subsidiary.
2. Method of calculating sales, profit or loss, assets, and other items by reportable segment
The accounting method for reported business segments is generally the same as that described in "Basis of Presenting Consolidated
Financial Statements. Profits of reportable segments are based on operating income. Inter-segment revenues and transfers are based onprevailing market prices.
3. Information on net sales, income or loss, assets and other items by reported segment
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)(Unit: thousands of yen)
Reporting Segments
Other(Note 1)

Adjustment(Note 2)

Amount recorded inconsolidated
financial statements(Note 3)

GLOBAL WiFi
Business

Information andCommunications
Service Business

9,070,846

8,803,751

17,874,597

226,239

18,100,837－

18,100,837

－

895

895

9,105

10,000-10,000－

9,070,846

8,804,646

17,875,492

235,345

18,110,837-10,000

18,100,837

Segment Profit or
Loss (-)

1,033,511

1,116,461

2,149,973-94,146

2,055,826-950,789

1,105,037

Segment Assets

2,275,503

4,251,406

6,526,910

412,534

6,939,445

7,992,716

14,932,162

Total

Total

Sales
Net sales toexternalcustomers
Intersegment net
sales and transfers
between segments
Total

Other items
Depreciation

40,97847,257

88,235

4,906

93,142

24,396

117,538

Amortization of
goodwill－

19,86919,869－19,869－19,869

Increase inproperty, plantand equipment
and intangible

96,004

158,928

254,933

42,075

297,008

1,862

298,871

91 / 125assets

Note 1. “Other” is a business segment that is not included in the reportable segments and includes the hired time-sharing service
business, media business, and catalog sales business.
2. The details of adjustments are as follows.
(1) The adjustment of segment income of -950,789 thousand yen is corporate expenses that are not allocated to each reportablesegment and is mainly general administrative expenses that do not belong to any reportable segment.
(2) The adjustment of segment assets of 7,992,716 thousand yen is corporate assets that are not allocated to each reportablesegment, and mainly consist of cash and deposits that do not belong to any reportable segment.
3. Segment income is adjusted with operating income in the consolidated financial statements.
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)(Unit: thousands of yen)
Adjustment(Note 2)

Amountrecorded inconsolidated
financialstatements(Note 3)

Reporting Segments
Information and
GLOBAL WiFi Communication
Businesss ServiceBusiness

Glamping/
Tourism
Business

Total

Other
(Note 1)

Total

Sales
Net sales toexternalcustomers
Intersegment
net sales andtransfers
betweensegments

14,389,950

10,572,729

338,295

25,300,976

186,750

25,487,727－

25,487,727－

42,343

1,885

44,228

10,902

55,131-55,131－

Total

14,389,950

10,615,073

340,181

25,345,205

197,652

25,542,858-55,131

25,487,727

Segment Profit or
Loss (-)

3,078,378

765,747-122,953

3,721,172-119,844

3,601,327-1,186,761

2,414,565

Segment Assets

3,538,859

4,645,863

1,627,283

9,812,007

403,012

10,215,019

7,736,531

17,951,550

117,169

63,59838,291

219,060

3,695

222,755

19,034

241,790

4,542

179,617－

184,160－

184,160－

184,160

221,819

66,146

1,086,647

1,374,614－

1,374,614

85,775

1,460,390

Other items
Depreciation
Amortization of
goodwill
Increase inproperty, plantand equipment
and intangible
assets

Note 1. “Other” is a business segment that is not included in the reportable segments and includes the media business and catalog sales
business.
2. The details of adjustments are as follows.
(1) The adjustment of segment income of -1,186,761 thousand yen is corporate expenses that are not allocated to eachreportable segment and is mainly general administrative expenses that do not belong to any reportable segment.
(2) The adjustment of segment assets of 7,736,531 thousand yen is corporate assets that are not allocated to each reportablesegment, and mainly consist of cash and deposits that do not belong to any reportable segment.
3. Segment income is adjusted with operating income in the consolidated financial statements.

92 / 125

Related Information
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
1. Information by product and service
Information by product and service has been omitted because the same information is disclosed in the segment information.
2. Information by region(1) Net sales
This information is omitted because sales to external customers in Japan account for more than 90% of net sales in the consolidated
statements of income.
(2) Tangible fixed assets
Information about property, plant and equipment has been omitted because the amount of property, plant and equipment located inJapan exceeds 90% of the amount of property, plant, and equipment on the consolidated balance sheet.
3．Important Client Information(Unit: thousands of yen)
Client name

Sales

Members Mobile Inc.

Related segment
3,200,069

Information and Communications Service
Business

Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
1. Information by product and service
Information by product and service has been omitted because the same information is disclosed in the segment information.
2. Information by region(1) Net sales
This information is omitted because sales to external customers in Japan account for more than 90% of net sales in the consolidated
statements of income.
(2) Tangible fixed assets
Information about property, plant and equipment has been omitted because the amount of property, plant and equipment located inJapan exceeds 90% of the amount of property, plant, and equipment on the consolidated balance sheet.
3.Important Client Information(Unit: thousands of yen)
Client name

Sales

Related segment

Members Mobile Inc.

Information and Communications Service
3,320,376
Business

Narita Airport Quarantine Office2,706,749

GLOBAL WiFi BusinessInformation on Impairment Losses on Fixed Assets by Reporting Segment
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
Not applicable.
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
Not applicable.
Information on amortization and unamortized balance of goodwill by reporting segment
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
Reporting Segments
Information and
GLOBAL WiFi
Communications
Business
Service Business

Total

Other

Adjustment

Total

Balance at the end of the
17,0001,315,425
1,332,425
1,332,425－－
periodNote: Information on amortization of goodwill is omitted because the same information is disclosed in the segment information.
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
Reporting Segments
Information and
GLOBAL
Glamping/Tourism
Communications
WiFi BusinessBusiness
Service Business

93 / 125

Total

Other Adjustment

Total

Balance at the end of
14,444
1,144,702
1,159,147－－－ 1,159,147
the period
Note: Information on amortization of goodwill is omitted because the same information is disclosed in the segment information.
Information on gain on negative goodwill by reportable segment
Not applicable.
Information on Related Parties
1. Transactions with related parties(1) Transactions between the company submitting the consolidated financial statements and related parties① Unconsolidated subsidiaries and affiliates of companies submitting consolidated financial statements
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
Percentage
Capital orTransaction
Balance atof held Relationshipinvestment Businessamountend of term
Transaction
Type
Name
Location (thousands description voting with related(thousands of Account (thousands
details
rights (%)
partiesof yen)yen)of yen)Unconsolidated
Subsidiary

Koshikano
Onsen

Kirishima
City,
Kagoshima

53,880

Glamping
Business

Loan of
funds

None

Loan offunds

300,000

Receipt ofinterest

552

Long-term
loans
receivable 300,000
fromaffiliates

Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
Not applicable.
② Directors and major shareholders (limited to individuals) of the company submitting the consolidated financial statements
Previous Consolidated Fiscal Year (January 1, 2021 – December 31, 2021)
Not applicable.
Current Consolidated Fiscal Year (January 1, 2022 – December 31, 2022)
Type

Name

Director Kenichi Sano

Director Shinichi Nakamoto

Location－－

Capital orinvestment(thousands of
yen)

－

－

Occupation

President andRepresentative
Director of theCompany

Director of theCompany

Percentage ofheld voting
rights (%)

Relationshipwith relatedparties

Transactions
details－

Exercise ofstock options(Note 1)
Loan of funds
Collection offunds(Ownership)
Direct 23.5

(Ownership)
Direct 0.6－

Account

Balance at endof term(thousands ofyen)

174,522－－500,000
500,000－－－

46,890－－Transaction
amount(thousand yen)

Exercise ofstock options(Note 1)－

Note 1. The table shows the exercise of stock options granted based on the resolution of the General Meeting of Shareholders of the Company during the fiscal year
under review. The "Transaction amount" column indicates the amount obtained by multiplying the number of shares granted upon exercise of stock option
rights in the current fiscal year by the amount to be paid in.
2. Transaction terms and policy for determining transaction terms
Applicable interest rates for loans are determined by reference to prevailing market prices and market interest rates.

94 / 125

(2) Transactions between consolidated subsidiaries of the company submitting the consolidated financial statements and related parties
Directors and major shareholders of significant subsidiaries of the company submitting the consolidated financial statements
Previous Consolidated Fiscal Year (January 1, 2021 through December 31, 2021)
Capital or
Type

Name

Location

Percentage of Relationshipinvestment

Occupation(thousands ofyen)held votingwith related

rights (%)

parties

Transaction
detailsamountDirector

Representative
Kunihito Nakano－－

Director of Subsidiary
Company(Ownership)
Direct 0.3

Financing

Guarantee ofDeptbank loans

Coverage(Note 1)

Account(thousand yen)

Financing

Subsidiary

Balance at end

Transaction－of term(thousands ofyen)

Short-term
debt

25,000511,723－－

102,555－－

Guarantee
of lease
contracts(Note 2)

Note 1. The Company guarantees borrowings from financial institutions. The transaction amount is the balance of guaranteed liabilities atthe end of the fiscal year. No guaranteed fee is paid.
2. The Company has received debt guarantees for the rent of its head office and other properties. The transaction amount is the annual
rent of the property for which the Company has received a debt guarantee. No guaranteed fee is paid.
Current Consolidated Fiscal Year (January 1, 2022 through December 31, 2022)
Type

Name

Location

Capital or

Percentage

investmentof held(thousands ofOccupation

yen)

voting rights

Relationshipwith relatedparties(%)

Transaction
Transaction

amountdetails(thousands offunds

Representative
Director

Kunihito Nakano－－

Director of(Ownership)

Subsidiary

Direct 0.3

Financing

Guarantee ofDeptbank loans

Coverage(Note 1)Company

Accountyen)

Repayment of

Subsidiary

Balance at endof term(thousands ofyen)

25,000－－422,969－－

131,759－－

Guarantee oflease contracts(Note 2)

Note 1. The Company guarantees borrowings from financial institutions. The transaction amount is the balance of guaranteed liabilities atthe end of the fiscal year. No guaranteed fee is paid.
2. The Company has received debt guarantees for the rent of its head office and other properties. The transaction amount is the annual
rent of the property for which the Company has received a debt guarantee. No guaranteed fee is paid.
2. Notes on Parent Company and Significant Affiliates
Not applicable.

95 / 125

(Information per Share)Previous Consolidated Fiscal Year
(January 1, 2021 – December 31,
2021)

Current Consolidated Fiscal Year
(January 1, 2022 – December 31,
2022)

Net assets per share

212.52 yen

245.75 yen

Net income per share

15.47 yen

31.96 yen

Diluted net income per share

15.03 yen

31.51 yen

Note: Basis for calculation of net income per share and diluted net income per share is as follows.
Previous Consolidated Fiscal
Year(January 1, 2021 – December
31, 2021)

Current Consolidated Fiscal
Year(January 1, 2022 – December
31, 2022)

Net income attributable to owners of the parent (thousandyen)

729,129

1,548,610

Amount not attributable to common shareholders (thousand
yen)

－

－

Net income attributable to shareholders of the parent
company related to common stock (thousands of yen)

729,129

1,548,610

Average number of shares of common stock during theperiod (stock)47,138,222

48,461,177－－

Increase in common stock (shares)

1,389,372

678,083(of which stock acquisition rights (shares))(1,389,372)(678,083)

Net income per share

Diluted net income per share
Adjustment of net income attributable to owners of theparent (thousands of yen)

Summary of potential stock not included in the calculation ofdiluted net income per share due to the absence of dilutive
effects

All stock acquisition rights(2,801,400 shares of common
stock) pursuant to theresolution of the Board of
Directors on November 13,
2017 were extinguished as ofMarch 29, 2021 after it wasdetermined that the exercise
conditions were not met.

(Significant subsequent events)
Not applicable.

96 / 125

Stock acquisition rights(720,000 shares of common
stock) pursuant to a resolutionof the Board of Directors on
March 1, 2022

⑤ Consolidated Supplementary Schedule
Schedule of Company Bonds
Not applicable.
Schedule of Borrowings
Segment

Balance at the
beginning of theperiod(thousands of yen)

Short-term loans payable

50,000－－－Long-term debt due within one year

89,002120,097

1.57－

Lease obligations due within one year

15,088

12,9771.31－

733,904

847,078

1.56

May 2035

14,294

1,317

1.31

May 2024

－

－

－

－

902,288981,470－－

Long-term debt (excluding current
portion)Lease obligations (excluding current
portion)
Other interest-bearing liabilities
Total

Balance at the end of
Average interest rate
the period(%)(thousands of yen)

Repayment date

Note 1. "Average interest rate" is the weighted average interest rate for the balance of borrowings at the end of the fiscal year.
2. Total amount of lease obligations (excluding current portion) to be repaid per year within 5 years after the consolidated
settlement date.
Segment

Over 1 year
under 2 years(thousands of yen)Over 2 years
under 3 years(thousands of yen)Over 3 years
under 4 years(thousands of yen)Over 4 years
under 5 years(thousands of yen)

Long-term debt

128,926

128,380

100,367

73,754

Lease obligation

1,317

－

－

－

Schedule of Asset Retirement Obligations
This information is omitted because the amount of asset retirement obligations at the beginning and end of the current
consolidated fiscal year is less than 1% of the total liabilities and net assets at the beginning and end of the current consolidated
fiscal year.

97 / 125

(2) Other① Quarterly information for the current consolidated fiscal year
(Cumulative Period)First Quarter

Second Quarter

Third Quarter

Current Consolidated
Fiscal YearNet sales(thousandsof yen)5,609,090

11,628,833

18,478,002

25,487,727

Quarterly (current) net
income before tax
adjustment(thousandsof yen)406,154920,420

1,941,691

2,357,315

Quarterly (current) net
income attributable toowners of parent(thousandsof yen)245,908566,263

1,270,543

1,548,610

Quarterly (current) net
income per share

(yen)

5.16

11.78

26.29

31.96

(Accounting Period)
Net income per shareFirst Quarter(yen)

Second Quarter

5.16

6.61

Third Quarter

Fourth Quarter

14.42

5.69

② Litigation
The Company has been sued by Okura Co., Ltd., a supplier, over the cancellation of a hygiene products purchase due tononconformity of the product contract and delay in delivery, which is a predetermined reason for cancellation.
The Company has determined that the cancellation is appropriate, claimed our legitimacy in court, and are in dispute in Tokyo
District Court.

98 / 125

2. Financial Statements, etc.
(1) Financial Statements① Balance Sheet(Unit: thousands of yen)Previous Fiscal YearAs of December 31, 2021

Current Fiscal YearAs of December 31, 2022

AssetsCurrent assets
Cash and deposits
Account receivable
Leased investment assets

6,101,981

6,165,387*1 1,944,223*1 3,346,749

15,088

12,977

Products
Supplies

196,5315,324

212,411
15,906

Advance payment
Prepaid expenses

217,259
119,054

213,275
108,536－

81,721*1 272,884*1 336,024

Short-term loans receivable from subsidiaries andaffiliates
Other
Allowance for doubtful accounts
Total current assets-53,614-99,0658,818,733

10,393,925

Fixed assets
Tangible fixed assets
Buildings

209,562758,245

Structures
Machinery and equipment

6,731
10,338111,603107,355

VehiclesTools, equipment, and fixtures

0
24,973661
77,897

Rental assets
Land

26,28035,289127,853309,710

Construction in progress

31,15530,019Total tangible fixed assets

344,331

1,523,346

132,464

100,522

132,464

100,522

Investments and other assets
Investment securities

213,137

160,259

Affiliated company stock
Capital863,584
3,412

941,8213,327

Long-term loan
Affiliated company long-term loan

19,006
635,450

3,915
685,450

Lease investment assets
Bankruptcy rehabilitation claims

14,294
17,106

1,317
18,675Long-term prepaid expenses
Deferred tax asset

3,780
558,826

12,109301,040

Other
Allowance for doubtful accounts*1 709,696*1 749,849-78,853-80,706

Total investments and other assets

2,959,443

2,797,060

Intangible fixed assets
SoftwareTotal intangible fixed assets

Total fixed assets
Total assets

99 / 125

3,436,239

4,420,929

12,254,973

14,814,855

(Unit: thousands of yen)Previous Fiscal YearAs of December 31, 2021

Current Fiscal YearAs of December 31, 2022

Liabilities
Current liabilities
Accounts payable – trade
Lease obligations
Accounts payable – not trade*1

854,509*1

15,088
1,320,199*1*1763,576
12,9772,027,403

Accrued expenses
Income taxes payable

80,513
128,22189,672
419,364

Advances received
Contractual liabilities

174,926－
228,015

Deposits received
Allowance for bonuses*1

Allowance for short-term cancellation refunds
Other
Total current liabilities－
337,562
251,409*1

339,039
291,042

43,484258,240－
51,5773,464,153

4,222,670

14,294
5,235

1,317
16,714

Fixed liabilities
Lease obligations
Other
Total fixed liabilities

19,53018,031

3,483,683

4,240,701

Shareholders’ equity
Capital2,387,915

2,535,941

Capital surplus
Capital reserve

2,205,914

2,353,939

Total liabilities
Net assets

Other capital surplus

248,116

248,116

Total capital surplus

2,454,031

2,602,056

40,02037,7385,741,000

7,264,239

Retained earnings
Other retained earnings
Reserve for advanced depreciation of
noncurrent assets
Retained earnings brought forward

5,781,020

7,301,978

Treasury stock

Total retained earnings-1,862,904-1,862,967

Total shareholders’ equity

8,760,063

10,577,007

Valuation and translation adjustments
Unrealized gains on available-for-sale securities,
net of taxes
Total valuation and translation adjustments

5,109-14,198

5,109-14,198

Stock acquisition rights

6,116

11,344

8,771,289

10,574,153

12,254,973

14,814,855

Total net assets
Total liabilities and net assets

100 / 125

② Profit and Loss Statement

Net sales(Unit: thousands of yen)Previous Fiscal Year
Current Fiscal Year
(January 1, 2021 – December 31, (January 1, 2022 – December 31,
2021)
2022)
*1
*1
16,964,191
22,782,562

Cost of sales*1

Gross profit

8,842,208*1

8,121,983

Selling, general, and administrative expenses*1,*2

7,334,484

Operating profit

787,499

11,712,095
11,070,466*1,*2

8,904,948
2,165,518

Non-operating income
Interest income
Dividends earned*1

Profit on currency exchange
Subsidy income

*1

5,336
4,615
25,13245,363*1*1

15,484
4,615－
46,547

Other

8,408

5,528

Total non-operating income

88,857

72,174

5－
6,493

Non-operating expenses
Interest expense
Foreign exchange loss－
1,026
*1 3,342

Consumption tax difference
Provision for allowance for doubtful accounts
Commission fee paid
Other

5,953
1,530

Total non-operating expenses
Ordinary income

1,431
－
－
603

11,857

8,528

864,499

2,229,164

14,940623－
274

Extraordinary income
Gain on reversal of subscription rights to shares
Gain on sales of fixed assets
Gain on sales of investment securities

－

1,230

Total extraordinary income

15,563

1,504

Extraordinary loss
Loss on retirement of fixed assets

8,309

3,432

Loss on valuation of investment securities
Headquarters relocation costs

27,977－

17,405
19,718

Total extraordinary loss

36,28740,555

Income before income taxes and minority interests

843,776

2,190,112

Corporate, resident, and business taxes

84,318402,585

Deferred income tax

211,286

266,569

Total income taxes

295,604

669,155

Net income

548,171

1,520,957

101 / 125

Cost of Sales Statement
Previous Fiscal Year
(January 1, 2021 – December 31, 2021)
Notes

Segment

Cost (thousands of yen)

Ratio (%)

Current Fiscal Year
(January 1, 2022 – December 31, 2022)
Cost (thousands of yen)

Ratio (%)

Ⅰ. Original sales priceCommodity inventory at the
beginning of the period

113,161

196,531

Current product revenue

4,871,064

5,517,972

Subtotal

4,984,225

5,714,504

End of the period

196,531

212,411

Original sales price

4,787,693

54.1

5,502,093

47.0

232,290

2.6

212,155

1.8

3,822,224

43.2

5,997,846

51.2

8,842,208

100.0

11,712,095

100.0

II. Labor costs
III. Expenses*

Cost of sales
Note *: The main breakdown of expenses is as follows.
Segment
Outsourcing cost(thousands of yen)Previous Fiscal Year
Current Fiscal Year
(January 1, 2021 – December 31, 2021) (January 1, 2022 – December 31, 2022)
3,599,761

102 / 125

5,644,043

③ Statement of Changes in Consolidated Shareholders’ Equity
Previous Fiscal Period (January 1, 2021 through December 31, 2021)(Unit: thousands of yen)
Shareholders’ Equity
Capital surplus

Retained earnings
Other retained earnings

Capital stock

Balance at the beginningof the period
Variation amount for theperiodIssuance of new shares(exercise ofsubscription rights toshares)
Reversal of reserve for
reduction of fixed
assets
Net income
Acquisition of treasury
stock
Increase due to stock
issuance
Net changes of items
other than shareholders'equityTotal variation during theperiodBalance at the end of thecurrent period

Capital reserve

Other capitalsurplus

Total capitalsurplus2,363,785

2,181,783

214,460

2,396,243

24,13024,13042,303

5,190,546

5,232,849-2,282

2,282－

548,171548,171

24,13033,65633,65624,13033,65657,787-2,282550,453

548,171

2,387,915

2,205,914

248,116

2,454,031

40,0205,741,000

5,781,020

Treasury stock

Acquisition of treasury
stock
Increase due to stock
issuance
Net changes of items
other than shareholders'equityTotal variation during theperiodBalance at the end of theperiodTotal retained
earnings

24,130Shareholders’ equity

Balance at the beginningof the period
Variation amount for theperiodIssuance of new shares(exercise ofsubscription rights toshares)
Reversal of reserve for
reduction of fixed
assets
Net income

Reserve foradvanced
Retaineddepreciation of earnings brought
non-current
forwardassets-2,416,784

Valuation and translation adjustments

Valuation
Total
Total valuation Stock acquisition Total net assets
difference on Deferred gains orrightsshareholders’and translation
available-for-sale losses on hedges
equityadjustments
securities
7,576,093

47,618-721

46,897

21,344

7,644,334

48,261

48,261－－

548,171548,171

-57

-57

-57

553,937

587,594

587,594-42,508

721-41,787-15,227-57,014553,880

1,183,970-42,508

721-41,787-15,227

1,126,955-1,862,904

8,760,063

5,109

－

5,109

6,116

8,771,289

103 / 125

Current Fiscal Period (January 1, 2022 through December 31, 2022)(Unit: thousands of yen)
Shareholders’ Equity
Capital surplus

Retained earnings
Other retained earnings

CapitalBalance at the beginningof the period

Capital reserve

Other capitalsurplus

Total capitalsurplus2,387,915

2,205,914

248,116

2,454,031

148,025

148,025

Reserve foradvanced
Retaineddepreciation of earnings brought
non-current
forwardassetsTotal retained
earnings

40,0205,741,000

5,781,020-2,282

2,282－

1,520,957

1,520,957

Variation for the period
Issuance of new shares(exercise of subscription
rights to shares)
Reversal of reserve for
reduction of fixed assets

148,025

Net income
Acquisition of treasurystock
Net changes of items
other than shareholders'equityTotal variation during theperiodBalance at the end of theperiod148,025

148,025－

148,025-2,282

1,523,239

1,520,957

2,535,941

2,353,939

248,116

2,602,056

37,7387,264,239

7,301,978

Valuation and translation
adjustments

Shareholders’ equity

Treasury stock

Balance at the beginningof the period-1,862,904

Stock acquisition
Valuation
Total net assets
Total
Total valuationrightsdifference onshareholders’and translation
available-for-sale
equityadjustments
securities
8,760,063

5,109

5,109

6,116

8,771,289

Variation for the period
Issuance of new shares(exercise of subscription
rights to shares)
Reversal of reserve for
reduction of fixed assets
Net income
Acquisition of treasurystock
Net changes of items
other than shareholders'equityTotal variation during theperiodBalance at the end of theperiod-63

296,050

296,050－－

1,520,957

1,520,957-63-63-19,308-19,308

5,227-14,081-63

1,816,944-19,308-19,308

5,227

1,802,863-1,862,967

10,577,007-14,198-14,198

11,344

10,574,153

104 / 125

Notes(Important Accounting Policies)
1. Securities valuation standards and methods for securities(1) Stocks of subsidiaries and affiliates
Stated at cost using the moving average method(2) Other marketable securities
Securities with market valueMarket value method (Unrealized gains and losses are reported in a separate component of net assets and the cost of securities sold isdetermined by the moving average method.)
Securities where a market value is unavailable
Stated at cost using the moving average method
2. Valuation standards and methods for inventories
Merchandise and supplies
Stated at cost using the first-in, first-out method (method of reducing book value when the contribution of inventories to profitability
declines)
3. Depreciation method for fixed assets(1) Tangible fixed assets (excluding lease assets)
The declining-balance method is adopted. However, for buildings (excluding facilities attached to buildings), rental assets, and facilities
attached to buildings and structures acquired on or after April 1, 2016, the straight-line method is used.
The main lifespans are as follows:
Buildings

3 – 50 years

Structures

10 – 45 years

Machines and equipment

10 – 17 years

Vehicles2 years

Tools, equipment, and fixtures2 – 16 years

Rental assets

2 years(2) Intangible fixed assets
The straight-line method is adopted.
Software for internal use is amortized over the estimated useful life (5 years).
(3) Lease assets
Lease assets related to finance lease transactions that do not transfer ownership
The straight-line method is applied, where the lease period is set as the useful life and the residual value is set at zero.
4. Accounting standards for allowances(1) Allowance for doubtful accounts
The allowance for doubtful accounts is provided at an amount determined based on the historical experience of bad debt with respect toordinary receivables and an estimate of uncollectible amounts determined by reference to specific doubtful receivables.
(2) Reserve for bonuses
To provide for the payment of bonuses to employees, an allowance is provided based on the estimated amount to be paid in the current
fiscal year.

105 / 125

5. Basis for recording significant revenues and expenses
The following is a description of the main performance obligations in the Company's principal business relating to revenue fromcontracts with customers and the usual time at which such performance obligations are satisfied (the usual time at which revenue isrecognized).
(1) GLOBAL WiFi
The GLOBAL WiFi business mainly rents router terminals for mobile data communication. The Company is obligated to provide
communication services during the rental period based on the contract and recognizes revenue upon satisfaction of the performanceobligation for the rental period. Lease revenue included in rentals is recognized in accordance with the "Accounting Standard for Lease
Transactions" (ASBJ Statement No. 13, March 30, 2007).
In addition, contracted airport services represent sales of services related to quarantine procedures at airport quarantine stations uponentry into Japan. The Company is obligated to provide services to customers based on service contracts entered into with them andrecognizes revenue when such performance obligations are satisfied because the performance obligations are fulfilled by the provision ofservices.
The consideration for these services is generally received within one month, and the amount of consideration does not include asignificant financial component.
(2) Information and Communications Service
The Information and Communications Service business, which includes brokering of communication lines, sales of devices and network
equipment, and production of websites, is obligated to provide goods and services to customers based on service provision contracts
concluded with them, and the main performance obligation is satisfied by delivery of deliverables or provision of services. The Company
recognizes revenue when these obligations are satisfied by the delivery of deliverables or provision of services. The consideration forthese services and goods provided is generally received within one month, and the amount of consideration does not include a significant
financial component.
In addition, in the case of telecommunication line agency services, the Company recognizes as a refund liability the estimated amountof refunds to be received when a customer cancels the telecommunication line within a short period of time.
(3) Glamping and Tourism business
The glamping and tourism business provides services incidental to glamping facilities, and revenue is recognized when the customer
obtains control over the goods or services at the time of delivery and the Group's performance obligations are satisfied. The consideration
for these services is generally received within one month and does not include any significant financial component.
6. Standards for converting foreign currency denominated assets and liabilities into Japanese yen
Monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rates
prevailing at the balance sheet date.

106 / 125(Critical Accounting Estimates)
The following is a list of items for which an accounting estimate has been recorded in the financial statements for the current fiscal year
and which may have a significant effect on the financial statements for the following fiscal year.
Valuation of Shares of Affiliated Company (Adval Corp.)(1) Amount recorded in the financial statements for the current fiscal year
(Unit: thousand yen)Previous Fiscal Year
(December 31, 2021)

Current Fiscal Year
(December 31, 2022)

863,584

941,821

Shares of affiliates(2) Information on significant accounting estimates related to identified items
The Company acquired shares of Adval Corp. in the current fiscal year and recorded 581,860 thousand yen of stocks of affiliatedcompanies on the balance sheet, and the acquisition price includes the portion of excess earning capacity evaluated.
The necessity of impairment of stocks of subsidiaries and affiliates is determined by comparing the acquisition cost with the actual
value, and in the event of a significant decline in the actual value, impairment is recognized unless the possibility of recovery can besupported by sufficient evidence.
Significant estimates in the valuation of stocks of subsidiaries and affiliates include excess earning capacity based on the issuing
company's business plan, etc. The key assumptions used are described in "Notes (Significant Accounting Estimates) 1. Valuation of
Goodwill Recognized upon the Acquisition of Shares of Adval Corp.
If the major assumptions used in the estimates need to be revised due to changes in the economic environment or other factors, it
may have a significant impact on the number of shares of affiliated companies in the next fiscal year.
(Notes on Changes in Accounting Policies)(Application of Accounting Standard for Revenue Recognition)
The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020; hereinafter referred to as the “revenue
accounting standard”) was adopted from the beginning of the current fiscal year, and recognized revenue at the amount expected to bereceived in exchange for the promised goods or services when control of the promised goods or services has been transferred to the customer.
The Company followed the transitional treatment prescribed in Paragraph 84 of the revenue accounting standard, and the cumulative
effect of retrospective application of the new accounting policy prior to the beginning of the current fiscal year was added to or subtracted
from retained earnings at the beginning of the current fiscal year, and the new accounting policy was applied from such beginning balance.
As a result, there is no effect on the balance of retained earnings at the beginning of the current fiscal year. The adoption of the new
accounting standard did not have a material impact on the consolidated financial statements.
Due to the application of the revenue accounting standard, “advances received”, which was included in “current liabilities” in the
consolidated balance sheet in the previous consolidated fiscal year, is now included in “contract liabilities” from the current consolidated
fiscal year. Also, “provision for short-term cancellation refunds”, which was included in “current liabilities” has changed the method ofrecognizing “refundable liabilities” from the current fiscal year and is now included in “other”.
However, in accordance with the transitional treatment prescribed in Paragraph 89-2 of the Accounting Standard for Revenue
Recognition, no reclassification has been made for the previous fiscal year using the new presentation.
(Application of Accounting Standard for Measurement of Market Value)
The Company applied “Accounting Standard for Market Value Measurement” (ASBJ Statement No. 30, July 4, 2019; hereinafterreferred to as the “market value accounting standard”), from the beginning of the current fiscal year. The new accounting policy stipulatedby the market value accounting standard will be applied prospectively from the beginning of the current fiscal year, in accordance with thetransitional treatment stipulated in paragraph 19 of the market value accounting standard and paragraph 44-2 of the "Accounting Standard
for Financial Instruments" (ASBJ Statement No. 10, July 4, 2019). This change has no impact on the consolidated financial statements.
(Notes on Changes in Presentation Methods)(Non-Consolidated Income Statement)“Consumption tax difference” (1,026 thousand yen), which was included in “Other” under “Non-operating income” in the previous
fiscal year, is stated separately in the current fiscal year due to its increased importance in terms of amount. To reflect this change inpresentation, the financial statements for the previous fiscal year have been reclassified.
As a result, 2,556 thousand yen presented as “Other” in “Non-operating expenses” in the profit and loss statement for the previous fiscal

107 / 125

year has been reclassified as “Consumption tax difference” of 1,026 thousand yen and “Other” of 1,530 thousand yen.
(Additional Information)(Application of the "Treatment of Transactions Granting Stock Acquisition Rights with Vesting Conditions to Employees, etc." (Practical
Issues Task Force No. 36)
For transactions in which stock acquisition rights with vesting conditions were granted to employees, etc. prior to the date of applicationof the "Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements"(Accounting Standards Practical Issues Task Force No. 36, issued on January 12, 2018), the accounting treatment previously applied iscontinued in accordance with Paragraph 10 (3).
For an overview of stock acquisition rights with vesting conditions and the accounting treatment used, please refer to “Item 5. (1) Notes
on Consolidating Financial Statements (Related to Stock Options)”.
(Balance Sheet Related)*1. Monetary claims and liabilities to subsidiaries and affiliates (excluding those presented separately)
Previous Fiscal Year
(December 31, 2021)

Current Fiscal Year
(December 31, 2022)

Short-term monetary claims

336,261 thousands of yen

159,302 thousands of yen

Long-term monetary claims

4,800 thousands of yen

4,800 thousands of yen

Short-term monetary liabilities

352,985 thousands of yen

399,138 thousands of yen*2. Overdraft agreement
The Company has entered into overdraft and commitment line agreements with two banks for the purpose of efficient procurementof working capital.
The following table shows the balance of unused lines of credit related to overdraft and commitment line agreements at the end of
the fiscal year.
Previous Fiscal Year
(December 31, 2021)
Total amount of overdrafts and loan
commitment agreements
Balance of borrowings
Net amountCurrent Fiscal Year
(December 31, 2022)

3,700,000 thousands of yen

3,700,000 thousands of yen－ thousands of yen－ thousands of yen

3,700,000 thousands of yen

3,700,000 thousands of yen(Profit and Loss Statement Related)*1. Transactions with subsidiaries and affiliates
Previous Fiscal Year
(December 31, 2021)

Current Fiscal Year
(December 31, 2022)

Operating transactions
Net sales

3,250,837 thousands of yen

248,532 thousands of yen

Purchases

546,090 thousands of yen

874,016 thousands of yen

225,188 thousands of yen

266,146 thousands of yen

51,370 thousands of yen

60,964 thousands of yen

Other operating transactions
Transactions other than operatingtransactions

108 / 125

*2. The major items and amounts of selling, general and administrative expenses and their approximate percentages are as follows.

Salaries and allowances

2,053,928 thousands of yen

Current Fiscal Year
(January 1, 2022 – December 31,
2022)
2,108,977 thousands of yen

Sales promotion expenses

966,741 thousands of yen

1,449,826 thousands of yen

Commissions paid

984,167 thousands of yen

1,315,872 thousands of yen

Depreciation and amortization
Provision of allowance for doubtful
accounts
Provision for bonuses

61,060 thousands of yen

55,676 thousands of yen

43,962 thousands of yen

64,266 thousands of yen

236,149 thousands of yen

276,452 thousands of yen

Previous Fiscal Year
(January 1, 2021 – December 31, 2021)

Approximate percentage
Selling expenses

36%

39%

General and administrative expenses

64%

61%

(Securities)
The market value of stocks of subsidiaries is not stated because the stocks of subsidiaries have no market price, etc.
The carrying amounts of subsidiary stocks of non-marketable stocks, etc. on the balance sheets are as follows.
(unit: thousands of yen)Previous Fiscal Year
Current Fiscal Year
Segment(December 31, 2021)(December 31, 2022)
Subsidiary Stock863,584

109 / 125

941,821

(Income Tax Allocation)
1.

Breakdown by cause of occurrence of deferred tax assets and deferred tax liabilities
Previous Fiscal Year
(December 31, 2021)

Current Fiscal Year
(December 31, 2022)

Deferred Tax Assets
Allowance for bonuses

76,981 thousands of yen

89,117 thousands of yen

Accrued enterprise tax

15,809 thousands of yen

31,377 thousands of yen

Accrued social insurance premiums

9,580 thousands of yen

11,064 thousands of yen

Loss on valuation of investment securities
Loss on valuation of stocks of subsidiaries andaffiliates
Allowance for doubtful accounts

134,856 thousands of yen

138,626 thousands of yen

17,605 thousands of yen

17,605 thousands of yen

40,564 thousands of yen

55,046 thousands of yen

Allowance for short-term cancellation refunds

13,314 thousands of yen

13,919 thousands of yen

Accrued salaries

19,406 thousands of yen

19,010 thousands of yen

Asset retirement obligations

11,779 thousands of yen

16,412 thousands of yen

Excess depreciation

3,709 thousands of yen

30,741 thousands of yen

6,397 thousands of yen

9,791 thousands of yen

286,839 thousands of yen－ thousands of yen

Excess amortization of deferred assets
Loss carried forward
Loss on valuation of merchandise

3,894 thousands of yen

4,119 thousands of yen

Loss on impairment of fixed assets

145,847 thousands of yen

100,709 thousands of yen

Other11,349 thousands of yen

21,405 thousands of yen

797,936 thousands of yen

558,948 thousands of yen－ thousands of yen－ thousands of yen-217,709 thousands of yen-241,253 thousands of yen-217,709 thousands of yen-241,253 thousands of yen

580,227 thousands of yen

317,695 thousands of yen

Deferred gains or losses on hedges-3,738 thousands of yen－ thousands of yen

Reserve for advanced depreciation of fixed assets

Subtotal of deferred tax assets
Valuation allowance for net operating loss
carryforwards for tax purposes
Valuation allowance for total future deductible
temporary differences, etc.
Subtotal of valuation allowance
Total deferred tax assets
Deferred tax liabilities
Valuation difference on available-for-sale securities-17,662 thousands of yen-16,655 thousands of yen

Total deferred tax liabilities-21,400 thousands of yen-16,655 thousands of yen

Net deferred tax assets

558,826 thousands of yen

301,040thousands of yen

2. Significant differences between the statutory tax rate and the effective tax rate after the application of tax effect accounting, by major
cause of such differences
Previous Fiscal Year
(December 31, 2021)

Current Fiscal Year
(December 31, 2022)

30.62 %

－ %Change in valuation allowance

1.39 %－ %Per capita corporate inhabitant tax

2.82 %－ %Entertainment expenses and other items not
permanently deductible for income tax purposes

0.09 %－ %Other

0.11 %－ %Statutory effective tax rate
(Adjustment)

Effective tax rate after application of tax effect35.03 %
－ %accounting
Note: For the fiscal year under review, the difference between the statutory tax rate and the effective tax rate after theapplication of tax effect accounting is less than 5/100 of the statutory tax rate, so notes are omitted.

110 / 125

(Revenue Recognition)
Notes have been omitted because the information that forms the basis for understanding revenue from contracts with customers is
identical to the information presented in the “Notes (Revenue Recognition)” section of the consolidated financial statements.
(Significant subsequent events)
There are no applicable items.

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④ Supplementary Statements
Statement of Tangible and Intangible Fixed Assets

Segment
Tangible Fixed
AssetsAssetsBalance at the
Increase during
beginning of
the period
the period

Decreaseduring theperiodBuildings

209,562*1, *3565,586

1,676

15,227758,245

102,972

Structures

6,731

*1
106,378－

1,506

111,603

3,666

Machinery andequipment

10,338*1
99,901－

2,884

107,355

7,126

0

721

－

60

661

1,452

Tools, equipment,
and fixtures

24,973*1, *365,327236

12,167

77,897

176,066

Rental assets

26,280*2
165,055

2,453

61,028

127,853

1,351,817

Land

35,289*1
274,420－－309,710－

Buildings inprogress

31,155

－

1,135

－

30,019－Total

344,331

1,277,392

5,502

92,874

1,523,346

1,643,101

132,464

11,061

362

42,641

100,522372,771

132,464

11,061

362

42,641

100,522372,771

VehiclesIntangible
Fixed Assets(Unit: thousands of yen)
Accumulated
Balance at the
depreciation
Amortization
end of theandperiodamortization

SoftwareTotal

Note: The increase in the current period is mainly due to the following.
*1. Facilities for glamping business
Buildings

509,898 thousand yen

Structures

106,378 thousand yen

Machinery and equipment

99,901 thousand yen

Tools, equipment, and fixtures

28,840 thousand yen

Land274,420 thousand yen*2. Acquisition of rental mobile WiFi routers
Rental assets

165,055 thousand yen*3. Headquarters
Building
Tools, equipment, and fixtures

54,630 thousand yen
26,867 thousand yen

Statement of Provisions(unit: thousands of yen)
Subject

Balance at the beginning
Increase in the periodof the period

Decrease in the period

Balance at the endof the period

Allowance for doubtful
accounts

132,467

64,266

16,963

179,771

Allowance for bonuses

251,409

291,042

251,409

291,042112 / 125

(2) Contents of Main Assets and Liabilities
Since consolidated financial statements have been prepared, the contents are omitted.
(3) Other
Litigation
The Company has been sued by Okura Co., Ltd., a supplier, over the cancellation of a hygiene products purchase due tononconformity of the product contract and delay in delivery, which is a predetermined reason for cancellation.
The Company has determined that the cancellation is appropriate, claimed our legitimacy in court, and are in dispute in Tokyo
District Court.

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Item 6: Overview of Stock Matters of the Submitting Company
Fiscal Year

Every year from January 1 until December 31

Ordinary General Meetingof Shareholders

Within 3 months of the day after the end of every business year

Reference Date

Annually on December 31

Distribution Date ofDividends from Surplus

Every year on December 31, June 30

Number of Shares Per Unit

100 shares

Purchase of Shares Less
Than One Unit
Handling Location
Shareholder List
Administrator
Agency1 Chome-3-3 Marunouchi, Chiyoda City, Tokyo
Mizuho Trust & Banking Co., Ltd.
Mizuho Trust Bank Headquarters
1 Chome-3-3 Marunouchi, Chiyoda City, Tokyo
Mizuho Trust & Banking Co., Ltd.
-

Purchasing Fee

Amount independently determined as the amount equivalent to the commission earned from stock
trading

Method of Posting a Public
NoticePublic notices will be posted electronically. However, if it is not possible to make an electronic public
notice due to an accident or other unavoidable reasons, it will be posted in the Nikkei Newspaper.
URL of public notices: https://www.vision-net.co.jp/

Benefits for Shareholders

Not applicable.

Note: The Articles of Incorporation stipulate that the shareholders of the Company may not exercise any rights other than the following
rights with respect to held shares less than one unit.
(1) Rights listed in Article 189-2 of the Companies Act(2) Right to request pursuant to the provisions of Article 166-1 of the Companies Act(3) Right to receive allotment of shares and stock acquisition rights based on the number of shares held by shareholders.
(4) The right to request the sale of the number of shares that, combined with the number of shares constituting less than one unit
held by the shareholder, will constitute one unit of shares.

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Item 7: Reference Information of Submitting Company
1. Information on the Parent Company of the Submitting Company
We do not have a parent company as stipulated in Article 24-7, Paragraph 1 of the Financial Instruments and Exchange Act.

2. Other Reference Information
The following documents have been submitted between the start date of the current fiscal year and the submission date of the securities
report.
(1) Annual Securities Report and Attachments and Confirmation Statement
FY2021 (January 1, 2021 to December 31, 2021) was submitted to the Director-General of the Kanto Local Finance Bureau on March
31, 2022.
(2) Internal control report and attached documents
Submitted to the Kanto Local Finance Bureau on March 31, 2022
(3) Quarterly Report and Written Confirmation
1Q FY2022 (from January 1, 2022 to March 31, 2022) was submitted to the Kanto Local Finance Bureau on May 13, 2022.
2Q FY2022 (from April 1, 2022 to June 30, 2022) was submitted to the Kanto Local Finance Bureau on August 10, 2022.
3Q FY2022 (from July 1, 2022 to September 30, 2022) was submitted to the Kanto Local Finance Bureau on November 11, 2022.
(4) Extraordinary Report
Extraordinary Report pursuant to Article 19, Paragraph 2, Item 2-2 of the Cabinet Office Ordinance on Disclosure of Corporate
Information, etc. (Issuance of Stock Acquisition Rights)
Submitted to Kanto Local Finance Bureau on March 31, 2022

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Part 2: Information about the Submitting Company’s Credit Guarantee Company, etc.
Not applicable.

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Independent Auditor's Report and Internal Control Audit Report
March 31, 2023
Vision Inc.
Board of Directors

KPMG AZSA LLC
Tokyo Office
Designated limited liability employee
Business executives

Certified accountant

Naoki Ueno

Designated limited liability employee
Business executives

Certified accountant

Masato Nagai＜Audit of Financial Statements＞
Auditor Opinion
We have audited, pursuant to Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Law, the financial statements of
Vision Inc. (the "Company") included in the "Status of Accounting" for the period from January 1, 2022 to December 31, 2022. We haveaudited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of comprehensive income, the consolidated statement of changes in net assets, the consolidated statement of cash
flows, the notes to consolidated financial statements and the related consolidated supplementary schedules.
We have audited, in accordance with accounting principles generally accepted in Japan, the consolidated financial statements referred toabove which present fairly, in all material respects, the consolidated financial position of Vision Corporation and consolidated subsidiaries
as of December 31, 2022, and the results of their operations and their cash flows for the year then ended in conformity with accounting
principles generally accepted in Japan. The Company has not changed the contents of the financial statements.
Basis of Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility is to express an opinion on
the consolidated financial statements based on our audit. We are independent of the Company and its consolidated subsidiaries and fulfill
our other ethical responsibilities as auditors in accordance with the rules on professional ethics in Japan. We believe that we have obtained
sufficient and appropriate audit evidence to provide a basis for our opinion.
Key Audit Considerations
Key audit considerations are those matters that the auditor, as a professional expert, considered to be of particular importance in the auditof the consolidated financial statements for the current fiscal year. Major audit considerations are matters that were addressed while
performing the audit of the consolidated financial statements as a whole and in forming our audit opinion, and we do not express an opinion
on those matters individually.

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Reasonableness of the judgment regarding whether to recognize impairment loss on goodwill recognized at the time of the acquisitionof shares of Adval Corp.
Details of major audit
considerations andreasons for decisions
In the current consolidated fiscal year, goodwill of 1,159,147
thousand yen was recorded in the consolidated balance sheets of
Vision Inc. (the “Company”). As stated in the Notes (Business
Combinations), this includes 1,080,182 thousand yen of goodwillthat arose when the company acquired control of Adval Corp. andaccounts for approximately 6.0% of total consolidated assets.
As stated in "4. Basis of Presenting Consolidated Financial
Statements," (6) Amortization Method and Period of Goodwill,
goodwill is amortized regularly by the straight-line method.
Goodwill and other assets recognized at the time of acquisition aregrouped in larger units, which consist of the asset group related tothe business to which the goodwill belongs plus the goodwill. If alarger unit, including goodwill, is deemed to have an indication of
impairment, the carrying amount is compared with the total
undiscounted future cash flows from the larger unit, including
goodwill, to determine whether an impairment loss should berecognized.
Adval Corp. reviewed the impact of the new type of coronavirus
infection on its business plan, as well as reviewing its procurement
style in response to changes in the market environment, such as anincrease in office building vacancy rates, while the shift to remote
working is progressing at various companies due to the impact of
the COVID-19 pandemic. The Company revised the business plan

Audit
responses
To assess the appropriateness of the judgment as to whether or
not to recognize impairment loss on goodwill recognized at thetime of the acquisition of Adval Corp., we mainly performed thefollowing audit procedures.
(1) Assessment of internal control
We evaluated the effectiveness of the design and operation ofinternal controls related to the determination of whether or not
goodwill impairment losses should be recognized. In particular,
we evaluated the effectiveness of the estimation of undiscounted
future cash flows (including the underlying business plan) used
to determine whether a goodwill impairment loss should berecognized. The assessment focused on controls to assess thereasonableness of the estimated undiscounted future cash flows(including the underlying business plan) used to determine
whether a goodwill impairment loss should be recognized.
(2) Review of the reasonableness of the estimates of
undiscounted future cash flows
To evaluate the appropriateness of the major assumptions usedin the preparation of Adval`s business plan, which is the basis for
estimating the undiscounted future cash flows, we questioned
Adval's management and managers of the company about thebasis for the assumptions, and mainly performed the following

procedures:that had been formulated in the previous fiscal year and examined- We mainly conducted the following procedures regardingwhether such revision of the business plan indicated a significant
assumptions on the number of new spaces to be opened anddeterioration of the business environment in the examination of
the sales per space, taking into account the impact of thesigns of impairment of asset groups including goodwill.
COVID-19 pandemic:
Whether or not the revised business plan constituted a significant- We evaluated the accuracy of the business plan by comparing
deterioration of the business environment in the review ofpast actual data on the number of space openings and sales
indications of impairment of asset groups including goodwill was
per space with future projections, and analyzing the factors
determined based on how the opening of new spaces and the review
causing any differences.
of the impact of the new COVID-19 cases in accordance with the- We evaluated the reasonableness of the future projections forrevision of the purchasing pattern had affected the revised businessthe number of new space openings by comparing them withplan, and such determination was made based on the number of new
external data on demand forecasts and market size estimates.
space openings and revenue per space. These assumptions have asignificant impact on the estimates of future cash flows in the - We considered whether the implementation of the above
procedures, in conjunction with past achievement levels of therevised business plan.
business plan, would affect the assessment of impairment
Based on the above, we concluded that the appropriateness of our
indicators when incorporating a certain level of uncertainty
judgment regarding the indications of impairment of goodwill of
into the business plan.
Adval Corp. is particularly important in our audit of theconsolidated financial statements for the current fiscal year andconstitutes a major matter for our audit.

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Other Information
Other statements consist of information contained in the annual report other than the consolidated financial statements and financial
statements and the audited reports thereon. Management is responsible for the preparation and disclosure of the other information. The
responsibility of the Statutory Auditors and the Board of Statutory Auditors is to monitor the directors' performance of their duties inestablishing and operating the process for reporting the other information.
Our audit opinion on the consolidated financial statements does not include the other information, and we express no opinion on the otherinformation.
Our responsibility in the audit of the consolidated financial statements is to read the other information carefully and, in the course of reading
the other information, to consider whether there are material differences between the other information and the consolidated financial
statements, or our knowledge obtained in the audit. We have also noted whether there are any other indications of material errors in the otherstatements other than such material differences.
If, based on the work we have performed, we determine that there are material errors in the other entries, we are required to report thosefacts to you.
We have no matters to report with respect to the other entries.

Management's and the Statutory Auditors' and the Board of Statutory Auditors' Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting
principles generally accepted in Japan. This includes establishing and operating such internal control as management determines is necessary
to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due tofraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating whether it is appropriate to prepare theconsolidated financial statements on a going concern basis and for disclosing any matters related to going concern that are required to bedisclosed in accordance with accounting principles generally accepted in Japan. (ii) The responsibility of the company's auditors and the boardof corporate auditors.
The responsibility of the auditors and the board of auditors is to monitor the directors' performance of their duties in the development andoperation of the financial reporting process.

Auditor's Responsibility in the Audit of Consolidated Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the consolidated financial statements as a whole are free ofmaterial misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion on the
consolidated financial statements that is independent in the auditor's report. A misstatement is considered to be material if it could have beencaused by fraud or error and, individually or in the aggregate, could reasonably be expected to influence the decisions of users of theconsolidated financial statements.

The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in accordance withauditing standards generally accepted as fair and appropriate in Japan, and shall-Identify and assess the risks of material misstatement, whether due to fraud or error. Design and perform audit procedures that address
the risks of material misstatement. The selection and application of audit procedures are at the auditor's discretion. In addition, the auditor
obtains sufficient appropriate audit evidence to provide a basis for its opinion.

-

In making those risk assessments, the auditor considers internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control.

-

In making those risk assessments, the auditor assesses the appropriateness of accounting policies used and the reasonableness ofaccounting estimates made by management, as well as the reasonableness of related note disclosures.

-

Conclude whether it is appropriate for management to prepare the consolidated financial statements on a going concern basis and, basedon the audit evidence obtained, whether there are material uncertainties regarding events or conditions that might cast significant doubt
on the company's ability to continue as a going concern. If a material uncertainty regarding the entity's ability to continue as a going
concern exists, the auditor is required to draw attention in the auditor's report to the notes to the consolidated financial statements or, if

119 / 125

the notes to the consolidated financial statements are not appropriate with respect to the material uncertainty, to express an opinion withqualifications on the consolidated financial statements. The auditor's conclusion is based on audit evidence obtained up to the date of theauditor's report, but future events or circumstances could cause the entity to cease to exist as a going concern.
-

The consolidated financial statements are presented in conformity with accounting principles generally accepted in Japan, and theconsolidated financial statements, including the related notes, are presented, organized, and presented fairly, and the consolidated
financial statements present fairly the underlying transactions and accounting events. To express an opinion on the consolidated financial
statements-

Obtain sufficient appropriate audit evidence concerning the financial information of the Company and its consolidated subsidiaries toenable the auditor to express an opinion on the consolidated financial statements. The auditor is responsible for directing, supervising,and performing the audit of the consolidated financial statements. The auditor is solely responsible for its audit opinion.
The auditor shall report to the company's auditors and the board of corporate auditors on the planned scope and timing of the audit,

significant audit findings, including significant deficiencies in internal control, identified during the course of the audit, and other mattersrequired by auditing standards.
The auditor shall report to the auditors and the Board of Corporate Auditors on compliance with Japanese professional ethics rules
regarding independence, and on matters that could reasonably be considered to affect the auditor's independence and on safeguards, if any,taken to remove or mitigate impediments.
Of the matters discussed with the auditor and the Board of Corporate Auditors, the auditor shall determine the matters that are considered tobe particularly important for the audit of the consolidated financial statements for the current fiscal year as major audit considerations andshall include them in the auditor's report. However, the auditor shall not include such matters in the auditor's report if the disclosure of suchmatters is prohibited by law or if, although extremely limited, the auditor determines that such matters should not be reported because thedisadvantages of reporting such matters in the auditor's report are reasonably expected to outweigh the public interest.

<Internal Control Audit>
Audit Opinion
We have audited the internal control report of Vision Inc. as of December 31, 2022 for the purpose of providing audit certification inaccordance with Article 193-2, Section 2 of the Financial Instruments and Exchange Law.
We have audited the internal control report referred to above, in which Vision Inc. indicated that the internal control over financial
reporting as of December 31, 2022 was effective, and our opinion expressed an opinion on the assessment results of the internal control overfinancial reporting in accordance with the assessment criteria for internal control over financial reporting generally accepted in Japan. In our
opinion, the report fairly presents, in all material respects, the financial position and results of operations of the Company and its subsidiaries
as of March 31, 2022.
Basis of Audit Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial reporting generally
accepted in Japan. Our responsibility is to express an opinion on the internal control over financial reporting based on our audit. We are
independent of the Company and its consolidated subsidiaries and fulfill our other ethical responsibilities as auditors in accordance with therules of professional ethics in Japan. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our
opinion.
Management's and the Statutory Auditors' and the Board of Statutory Auditors' Responsibility for the Internal Control ReportManagement is responsible for designing and operating internal control over financial reporting and preparing and properly presenting aninternal control report in accordance with the evaluation standards for internal control over financial reporting generally accepted in Japan.
It is the responsibility of the corporate auditors and the board of corporate auditors to monitor and verify the design and operation ofinternal control over financial reporting.
It is possible that misstatements in financial reports may not be completely prevented or detected by internal control over financial
reporting.
Auditor's Responsibility in Internal Control Audit

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The auditor is responsible for obtaining reasonable assurance about whether the internal control report is free of material misstatement
based on the internal control audit performed by the auditor and for expressing an opinion on the internal control report from an independent
standpoint in the internal control audit report.
In accordance with auditing standards for internal control over financial reporting generally accepted in Japan, the auditor, throughout thecourse of the audit, exercises judgment as a professional expert and maintains professional skepticism in performing the following.
-

Perform audit procedures to obtain audit evidence about the results of our assessment of internal control over financial reporting in theinternal control report. Audit procedures for internal control audit are selected and applied at the auditor's discretion, based on themateriality of the effect on the reliability of financial reporting.

-

The auditor shall review the presentation of the internal control report as a whole, including the statements made by management
regarding the scope of evaluation of internal control over financial reporting, evaluation procedures, and evaluation results.

-

Obtain sufficient appropriate audit evidence regarding the results of the assessment of internal control over financial reporting in theinternal control report. The auditor is responsible for directing, supervising, and performing the audit of the internal control report. The
auditor is solely responsible for its audit opinion.
The auditor shall report to the auditors and the board of auditors on the scope and timing of the planned internal control audit, the resultsof the internal control audit, any significant deficiencies in internal control identified that should be disclosed, the results of their remediation,
and any other matters required by the standards for the audit of internal control.
The auditor shall report to the auditors and the board of auditors on compliance with the rules of professional ethics in Japan regarding
independence, and on matters that could reasonably be considered to affect the auditor's independence, and on safeguards, if any, taken to
remove or mitigate impediments.
Interests
We have no interest in or relationship with the Company or its consolidated subsidiaries that is required to be disclosed pursuant to theprovisions of the Certified Public Accountants Act.
Note 1. The above is an electronic version of the items described in the original quarterly review report and the original is stored
separately by the Company (the company that submits the quarterly report).
2. XBRL data is not included in the quarterly review.

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Independent Auditor’s Report
March 31, 2023
Vision Inc.
Board of Directors

Tokyo Office
Designated limited liability employee
Business executives

Certified accountant

Naoki Ueno

Designated limited liability employee
Business executives

Certified accountant

Masato Nagai

Auditor Opinion
We have audited the financial statements of Vision Inc. (the "Company") included in the "Status of Accounting" for the 22nd fiscal year
from January 1, 2022 to December 31, 2022, which consisted of balance sheet, statement of income, statement of changes in net assets,
significant accounting policies, other notes and schedules, for the purpose of providing audit certification in accordance with the provisions ofArticle 193-2-1 of the Financial Instruments and Exchange Law. We have audited the balance sheet, the statement of income, the statement ofchanges in net assets, the significant accounting policies, the other notes to financial statements, and the supplementary schedules of VisionInc.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2022, and the results of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.

Basis for Auditor Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility is to express an opinion on
the financial statements based on our audit. We are independent of the Company and fulfill our other ethical responsibilities as auditors inaccordance with the rules on professional ethics in Japan. We believe that we have obtained sufficient and appropriate audit evidence toprovide a basis for our opinion.

Major Audit Considerations
Major audit considerations are those matters that, in the auditor's professional judgment, are particularly important in the audit of thefinancial statements for the period under review. Major audit considerations are matters that were addressed in the course of performing theaudit of the financial statements as a whole and in forming our audit opinion, and we do not express an opinion on those matters individually.

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Reasonableness of the judgment regarding whether to recognize impairment loss on goodwill recognized at the time of theacquisition of shares of Adval Corp.
Details of major audit
considerations andreasons for decisions
Vision Corporation (the "Company") recorded 941,821

In order to assess the appropriateness of the judgment as tothousand yen of stocks of subsidiaries and affiliates in its

whether or not to recognize a valuation loss on shares of Advalbalance sheet for the current fiscal year, including 581,860

Corp., we performed the following audit procedures.

Audit response

thousand yen of stocks of its subsidiary, Adval Corp., which(1) Assessment of internal control

the Company acquired on December 1, 2021, accounting for

We evaluated the effectiveness of the design and operation

approximately 3.9% of total assets.

of internal controls related to the valuation of unlisted

As stated in (Significant Accounting Policies) 1. Securities

subsidiary stock, including the valuation of Adval Corp. stock

valuation standards and methods for securities (1) Stocks ofand the estimation of its real value. In particular, we focused

subsidiaries and affiliates, these assets are valued at cost using

our evaluation on controls over the calculation of real value,

the moving average method. However, shares of Adval Corp.

including excess earning capacity.

are securities whose objective market value is difficult to(2) Examination of the reasonableness of the real value

determine. Such stocks contain the excess earning power of

The excess earning power, etc. included in the shares ofAdval Corp. and if such excess earning power is impaired andAdval Corp. is recorded as goodwill in the consolidated

the real value of the stocks declines significantly, the stocks

financial statements. This information is omitted because it is

are written down to an impaired value.

identical to the audit response in the major audit consideration

In valuing the shares of Adval Corp, management compares(appropriateness of the judgment as to whether or not tothe acquisition price with the real value of the shares, which

recognize impairment loss on goodwill recognized at the timereflects the excess earning power. In considering whether thereof the acquisition of Adval Corp. shares) included in the audit

is a significant decrease in real value due to the impairment ofreport for the consolidated financial statements.

excess earning capacity, etc., the highly uncertain assumptions
regarding the net increase in membership, which is the basis
for the increase in sales, were used, especially in light of the
impact of COVID-19. Management's judgment in this regard
has a significant impact on the estimates of future cash flows.
Based on the above, we concluded that the appropriatenessof the judgment regarding the necessity of recording avaluation loss on the shares of Adval Corp. was particularly
important in our audit of the financial statements for thecurrent fiscal year and constitutes a major audit consideration.

Other Information
Other statements consist of information contained in the annual report other than the consolidated financial statements and financial
statements and the audited reports thereon. Management is responsible for the preparation and disclosure of the other information. The
responsibility of the Statutory Auditors and the Board of Statutory Auditors is to monitor the directors' performance of their duties inestablishing and operating the process for reporting the other information.
Our audit opinion on the financial statements does not cover the other information and we express no opinion on the otherinformation.
Our responsibility in the audit of the financial statements is to read the other information carefully and, in the course of reading theother information, to consider whether there are material differences between the other information and the financial statements or our
knowledge obtained in the audit, and to note whether there are any indication of material errors in the other information other than suchmaterial differences. In addition to such material differences, we also pay attention to whether there are any other indications of material
errors in the statements.

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If, based on the work we have performed, we determine that there are material errors in the other entries, we are required to report
those facts.
We have no matters to report with respect to the other entries.

Management's and the Statutory Auditors' and the Board of Statutory Auditors' Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting
principles generally accepted in Japan. This includes establishing and operating such internal control as management determines isnecessary to enable the preparation and fair presentation of the financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, management is responsible for assessing whether it is appropriate to prepare the financial
statements on a going concern basis and for disclosing any matter relating to going concern that is required to be disclosed in accordancewith accounting principles generally accepted in Japan.
The responsibility of the auditors and the board of auditors is to monitor the directors' performance of their duties in the development
and operation of the financial reporting process.

Auditor's Responsibility in the Audit of Financial Statements
The auditor is responsible for obtaining reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, based on the audit performed by the auditor, and for expressing an opinion on the financial
statements independently in the auditor's report. A misstatement is considered to be material if it could have been caused by fraud or
error and, individually or in the aggregate, could reasonably be expected to influence the decisions of users of the financial statements.

The auditor shall exercise professional judgment and maintain professional skepticism throughout the audit process in accordancewith auditing standards generally accepted as fair and appropriate in Japan, and shall-Identify and assess the risks of material misstatement, whether due to fraud or error. Design and perform audit procedures that
address the risks of material misstatement. The selection and application of audit procedures are at the auditor's discretion. In
addition, the auditor obtains sufficient appropriate audit evidence to provide a basis for the auditor's expression of an opinion.

-

In making those risk assessments, the auditor considers internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control.

-

In making those risk assessments, the auditor evaluates the appropriateness of accounting policies used and the reasonableness ofaccounting estimates made by management, as well as the reasonableness of related note disclosures.

-

Conclude whether it is appropriate for management to prepare the financial statements on a going concern basis and, based on theaudit evidence obtained, whether there are material uncertainties regarding events or conditions that might cast significant doubt on
the entity's ability to continue as a going concern. If a material uncertainty regarding the entity's ability to continue as a going
concern exists, the auditor is required to draw attention in the auditor's report to the notes to the financial statements or, if the notes
to the financial statements are not appropriate with respect to the material uncertainty, to express an opinions with qualifications on
the financial statements. The auditor's conclusion is based on audit evidence obtained up to the date of the auditor's report, but
future events or circumstances may cause the entity to cease to exist as a going concern.

-

In our opinion, the financial statements and the related notes are in accordance with accounting principles generally accepted inJapan and, accordingly, we evaluate the presentation, organization, and content of the financial statements, including the related
notes, and whether the financial statements present fairly the underlying transactions and accounting events.
The auditor shall report to the corporate auditors and the board of corporate auditors on the planned scope and timing of the audit,

significant audit findings, including significant deficiencies in internal control, identified during the course of the audit, and other mattersrequired by auditing standards.

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The auditor shall report to the auditors and the Board of Corporate Auditors on compliance with Japanese professional ethics rules
regarding independence, and on matters that could reasonably be considered to affect the auditor's independence and on safeguards, ifany, taken to remove or mitigate impediments.
Of the matters discussed with the auditor and the board of auditors, the auditor shall determine the matters that are considered to beparticularly important for the audit of the financial statements for the current fiscal year as major audit considerations and shall include
them in the auditor's report. However, the auditor shall not report such matters in the auditor's report if the disclosure of such matters is
prohibited by law or if, although extremely limited, the auditor determines that such matters should not be reported because thedisadvantages of reporting such matters in the auditor's report are reasonably expected to outweigh the public interest.

Special Interests
There are no special interests between the company and the audit corporation or audit corporation executives that need to be statedaccording to the provisions of the Certified Public Accountants Act of Japan.

Note 1. The above is an electronic version of the items described in the original quarterly review report and the original is stored
separately by the Company (the company that submits the quarterly report).
2. XBRL data is not included in the quarterly review.

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