December 26, 2016
Company name: KYORIN Holdings, Inc.
Representative: Minoru Hogawa
Representative Director, President(Securities Code: 4569, TSE 1st Sec.)

Change in Consolidated Subsidiaries (Share Transfer)

KYORIN Holdings, Inc. (“KYORIN”) announced that at an extraordinary meeting of its Board of Directors held
today, it resolved to transfer all the shares of Dr. Program Co., Ltd. (Head office: Shibuya-ku, Tokyo;
President: Hiroshige Shiba), a wholly owned subsidiary of KYORIN, to Taisho Pharmaceutical Co., Ltd.
(“Taisho Pharmaceutical”) (Head office: Toshima-ku, Tokyo; CEO: Shigeru Uehara). Details are as follows.
1. Reason of the share transfer
To realize its corporate philosophy, the KYORIN Group is working to expand its ethical drug business and at
the same time is developing its healthcare business (business other than the ethical drug business) to
respond to diverse healthcare needs and to complement growth in the ethical drug business under its
long-term vision, HOPE100 (which concludes in 2023). The Group aims to evolve into a company that will
promote healthy lifestyles and to achieve sustainable, healthy growth.
In its new medium-term management plan, HOPE100: Stage 2 (from FY2016 to FY2019), which started thisfiscal year, the Group is pursuing a strategy to create a new core business by developing business related toenvironmental hygiene in the healthcare business and strengthening collaboration with the existing business.
In this situation, we have determined that Dr. Program’s skincare business will develop more quickly under acompany that excels in the B to C business. We have thus decided to transfer all our shares in Dr. Program toTaisho Pharmaceutical.
The Group will focus on operations associated with environmental hygiene and over-the-counter drugs in thehealthcare business, aiming to create a new core business.

12. Profile of the subsidiary (Dr. Program Co., Ltd.)
(1)

Name

Dr. Program Co., Ltd.

(2)

Address

Takara Building 7F, 1-34-14 Hatagaya, Shibuya-ku, Tokyo(3)

Title and name ofrepresentative

Representative Director and President, Hiroshige Shiba
Development and sale of cosmetics, pharmaceuticals, and raw materials of(4)

Business(5)

Paid-in capital

251 million yen(6)

Number of employees

38 (as of March 31, 2016)(7)EstablishedMarch 2001

(8)

(9)

(10)

cosmetics

Major shareholder andshareholding

KYORIN Holdings, Inc., 100%
CapitalA wholly owned subsidiary of KYORIN

Relationships with

Human

Employees of KYORIN and a subsidiary are dispatched

KYORIN

resources

to the subsidiary as officers and auditors.

Business

KYORIN receives administration fees from the subsidiary.

Operating results and financial position of the subsidiary in the past three years
Fiscal year

Ended March 2014

Ended March 2015

Ended March 2016

Net assets¥197 million¥178 million¥134 million

Total assets¥775 million¥693 million¥701 million¥1,773 million¥1,398 million¥1,285 million

Operating profit¥161 million-¥20 million-¥77 million

Recurring profit¥170 million-¥18 million-¥77 million

Net profit¥154 million-¥19 million-¥43 million

Sales

3. Profile of the acquirer
(1)

Name

Taisho Pharmaceutical Co., Ltd.

(2)

Address

3-24-1 Takada, Toshima-ku, Tokyo(3)

Title and name ofrepresentative

CEO, Shigeru Uehara
Research on and development, manufacture, and sale of pharmaceuticals(4)

Business(5)Paid-in capital

29,804 million yen(6)EstablishedMay 1928(7)

Net assets

294,573 million yen(8)

Total assets

356,403 million yen(9)Major shareholder

Taisho Pharmaceutical Holdings Co., Ltd., 100%and health products

2and shareholding
Capital(10)

Relationships with

Human

KYORIN

resources
Business

Not applicableNot applicableNot applicable

4. Number of shares transferred, transfer price, and shares held before and after transfer
Number of shares(1)

held before transfer
Number of shares(2)transferred(3)

Transfer price
Number of shares(4)

held after transfer

1,484 (voting rights: 1,484; shareholding: 100.0%)

1,484 (voting rights: 1,484)
The transfer price is not disclosed because of a non-disclosure agreement
concluded with the acquirer.
0 (voting rights: 0; shareholding: 0.0%)

5. Schedule(1)

Resolution at Board
meeting

December 26, 2016

(2)

Contract

December 26, 2016(3)

Share transfer

April 1, 2017 (plan)

6. Outlook
The share transfer does not have any impact on the consolidated results forecast for the fiscal year ending March
31, 2017.

3