英文【高盛】日本每周启动东京证券交易所访问确认持续关注并购、企业效率和少数股东权利

Summary of the week TOPIX: 2,735.52 (-0.2%) / NK225: 37,160.47 (-1.6%) Top sectors: Non-Ferrous Metals, Pharmaceuticals n Bottom sectors: Insurance, Glass & Ceramics nWe visited the Tokyo Stock Exchange (TSE) last week to discuss Parent-Subsidiary listings, Parent-Affiliate listings and the treatment of minority shareholders during TOBs and MBOs. The TSE has been revising its original Code of Corporate Conduct since last year, and is likely to publish the updated version in the coming months (LINK). We would expect to see the fair treatment of minority shareholders during M&A transactions as a major area of focus. Combined with the latest changes in METI’s latest M&A guidelines (LINK), it appears clear that the top-down push to create an environment where an M&A-driven consolidation of the Japanese equities market can take place in a fair and transparent manner is starting to accelerate. Earnings: While there was a slight rebound in the %age of stocks with large nreactions to results, it was still much lower vs last year’s 4Q earnings season. The current median USDJPY assumption of Feb/Mar FY-end TOPIX companies is ¥145, while exporters are assuming an average/median of ¥142/¥141 (Exhibit 4). The current assumptions suggest a ¥10 appreciation vs the FY24 average of ¥153. The current USDJPY assumption for our FY25 EPS estimate is ¥145. Buybacks announced in CY2Q this year has exceeded the full amount of CY2Q24 (Exhibit 6), and the surge in executed buybacks in FY24 contributed to a rise in total payout ratios (Exhibit 7). Thematic and Sub-Sector performance: US-Japan trade negotiation-exposed nsectors like Pharma (+3% wow), Mega Banks (+3% wow) and Defense (+3% wow) outperformed, while Travel (-3% wow) lagged on tourism concerns. Corporates and Foreigners continue to net buy: According to the latest data nfrom the TSE, for the week 12-16 May, Foreigners net bought ¥597bn TSE Prime cash equities, while Individuals and Institutions net sold -¥223bn and -¥222bn respectively. Corporates bought back ¥243bn of their own stock.Bruce Kirk, CFA +81(3)4587-9950 | bruce.kirk@gs.com Goldman Sachs Japan Co., Ltd. Julius Chan +81(3)4587-1789 | julius.chan@gs.com Goldman Sachs Japan Co., Ltd. Mark Hung +852-3465-4266 | mark.hung@gs.com Goldman Sachs (Asia) L.L.C.Japan Weekly Kickstart TSE visit confirms continued focus on M&A, corporate efficiency and minority shareholder rights25 May 2025 | 12:46PM JST Investors should consider this report as only a single factor in making their investment decision. For Reg AC certification and other important disclosures, see the Disclosure Appendix, or go to www.gs.com/research/hedge.html. Weekly Highlights: TSE visit Our recent visit to the TSE confirmed the top down commitment amongst the various Japanese regulatory and market-facing bodies to improve the M&A environment in Japan. The TSE is due to announce a major revision to its Code of Corporate Conduct in the coming months. This will address the treatment of minority