May 21, 2021
For Immediate Release:
MTI Ltd.
Toshihiro Maeta,
President and Chief Executive Officer
Listing: Tokyo Stock Exchange(First Section) [9438]
Contact: Hiroshi Matsumoto, Senior managing Director

Notice Concerning Succession of Boshimo-related Business by Wholly Owned Company
through Company Demerger (Simplified Absorption-type Company Demerger)
MTI Ltd. (hereinafter the “Company”) announces that a meeting of its Board of Directors held on May 21,
2021 resolved that Boshimo Inc. (hereinafter "Boshimo"), a wholly owned subsidiary of the Company, willtake over the Boshimo maternal health record book app–related business, which is part of the Company's
healthcare business, through a simplified absorption-type company demerger (hereinafter the "CompanyDemerger"), with an effective date of October 1, 2021.
Since the Company Demerger is a simplified absorption-type company demerger involving a wholly
owned subsidiary, some disclosure items and details have been omitted.
1. Purpose of the Company Split
The Company and MEDIPAL HOLDINGS CORPORATION (hereinafter “MEDIPAL”) has been
facilitating collaboration for the purpose of building a medical and healthcare platform by popularizing andpromoting ICT in the medical and healthcare areas. As announced in the “Notice Concerning Organizational
Restructuring through Establishment of an Intermediate Holding Company, Etc. by Share Transfer of aConsolidated Subsidiary,” the Company established MTI HEALTHCARE HOLDINGS CORPORATION
under the policy of gradually integrating businesses into the said company if progress is being made incollaborative efforts with MEDIPAL with respect to the healthcare business operated by the Company or its
consolidated subsidiaries. The Boshimo maternal health record book app–related business is mainly
conducted in collaboration with MEDIPAL. Therefore, with an eye on integrating the said business into
MEDIPAL, the Company has decided to have Boshimo take over the business which has hitherto been
operated by the Company.
2. Summary of the Company Split(1) Schedule of the Company Demerger
May 21, 2021

Resolution of the Board of Directors

May 21, 2021

Date of the conclusion of the Company Demerger agreement

October 1, 2021

Effective date of the Company Demerger(Note) The Company Split will be carried out without a resolution of approval at a general meeting of the Company's
shareholders because it is a simplified absorption-type company split defined in the paragraph 2 of Article 784 in
the Companies Act.

(2) Method of the Company Demerger
The Company Demerger is an absorption-type (simplified adsorption-type) company demerger in which
Boshimo will be a succeeding company.

1(3) Allocation of shares associated with the Company Demerger
Boshimo will issue 5,420 shares of common stock to the Company in conjunction the Company Demerger.
(4) Handling of share acquisition rights and bonds with share acquisition rights associated with theCompany Split
Not applicable.
(5) Increase or decrease in capital stock due to the Company Demerger
No increase or decrease in capital stock will occur due to the Company Demerger.
(6) Rights and obligations succeeded by the succeeding company
Following the Company Demerger, Boshimo, a succeeding company, will take over assets and liabilities,
its contractual status and other rights and obligations relating to the Boshimo maternal health record bookapp–related business as of the effective date of the Company Demerger, according to provisions in theagreement document.
(7) Outlook on the fulfillment of obligations
The Company considers that there will be no issues with respect to the outlook on the fulfillment ofobligations to be assumed by the Company and Boshimo, which is a succeeding company.
3. Summary of companies involved in the Company DemergerSplit company

Successor company(1) Name

MTI Ltd.

Boshimo Inc.

(2) Address

Tokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Toshihiro Maeta, CEOHiroki Miyamoto, CEOContents business andPlanning, development and operation

Healthcare businessof maternal health record book app-(3) Name and title ofrepresentative(4) Nature of businessbased services for local governments,
online consultations, etc.
(5) Capital stock

5,180 millions of yen

10 millions of yen(6) Date of

12 August, 1996

30 August, 201961,209,300 shares

200 shares

September 30

September 30

establishment(7) Number of issued
shares(8) Fiscal year2

(9) Major shareholder

Toshihiro Maeta

19.38%and shareholding

KMC, Inc.

16.49%

ratiosHikari Tsushin K.K

8.75%

UH Partners2, Inc

8.75%

MEDIPAL HOLDINGS

5.15%

MTI Ltd,100.0%CORPORATIONUH Partners3, Inc.

3.99%

(10) Financial conditions and operating results for the most recent fiscal year
Fiscal year

September 30, 2020

September 30, 2020

(Consolidated)(Non-consolidated)

Net assets

21,510 millions of yen

9 millions of yen

Total assets

30,547 millions of yen

9 millions of yen

Net assets per share

350.83 yen

47,783.82 yen

Net sales

26,082 millions of yen- millions of yen

Operating income

2,507 millions of yen(0) millions of yen

Ordinary income

2,082 millions of yen(0) millions of yen

Profit attributable to506 millions of yen(0) millions of yen

9.28 yen(623.34) yen

owners of parent
Net income per share
4. Summary of the business to be demerged(1) Business content of the business to be demerged
Planning, development and operation of maternal health record book app-based services for local
governments, online consultations, etc.
(2) Operating results of the business to be demerged
September 30, 2020

Net sales

89 millions of yen

Operating income(334) millions of yen(3) Items and amounts of the assets and liabilities to be demerged(As of March 31, 2021)
AssetsLiabilities and net assets

Item

AmountItem

AmountCurrent assets- millions of yen

Current liabilities- millions of yen

Non-current assets

142 millions of yen

Non-current liabilities- millions of yen

Net assets

142 millions of yen

Total

142 millions of yen

Total

142 millions of yen(Note) The above amounts of assets and obligations have been complied based on the balance sheet as of March 31, 2021.
Actual amounts to be assumed will reflect an increase or decrease from the above amounts that may arise until theeffective date.

5. Status after the Company Split
There will be no changes in the trade names, locations of headquarters, representatives, capital or accounting
periods of the Company and Boshimo.

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6. Outlook for the future
The impact of the Company Demerger on the Company's consolidated financial results is minor.
（Reference）
ProfitNet sales

Operating

Ordinary

attributable

Net income

incomeincometo owners

Per shareof parent
Earnings forecast for FY2021(For the fiscal year ending
September 30, 2021)

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

25,500

2,100

1,600

(1,000)(18.27)～26,500～2,500～2,000～(600)～(10.96)

26,082

2,507

2,082506

9.28

FY2020 (Actual)(For the fiscal year ended
September 30, 2020)＜Points to consider concerning forecasts
Matters stated in this material concerning results forecasts are based on assessments, assumptions andconvictions derived from information available to the Company at the time when this material is published.
They may differ significantly from actual results due to a variety of factors, including future economic
conditions in Japan and overseas, changes in conditions for business operations in Japan and overseas, or
uncertain factors and potential risks inherent in forecasts. Those risks and uncertain factors include
unpredictable effects on results that may arise from future events.
Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Contact information for inquiries
Investor Relations OfficeE-mail: ir@mti.co.jp
URL： https://www.mti.co.jp/eng

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