August 28, 2020

To whom it may concern,

Company: Tamagawa Holdings, Co., Ltd.
Representative: President, Toru Masuzawa(JASDAQ Code: 6838)
Contact: Management Planning Division, Ryota Tanaka
Tel: 03-6435-6933
Notice on Offering of the 12th Share Acquisition Rights by Third-party Allocation(with provision of exercise value revision and provision of exercise permission)
Please be informed that we decided by the resolution of the board of directors held on August28, 2020 on issuing the 12th Share Acquisition Rights of Tamagawa Holdings, Co., Ltd.
(hereafter “Share Acquisition Rights”) in the manner of third-party allocation and entering into athird-party allocation agreement (hereafter “Purchase Agreement of the Share Acquisition
Rights”) including the offering outline of the following share acquisition rights after occurrence ofeffect of the notification by the Financial Instruments and Exchange Act.
1. Offering outline
September 16, 2020
(1) Allocation date(2) Total number of share
12,554 units
acquisition rights for issuanceTotal amount: 13,093,822 yen(3) Issuance value(1,043 yen per Share Acquisition Right)
Potential number of shares: 1,255,400 shares(100 shares per share acquisition right)
Share Acquisition Right: 12,554 units(4) Potential number of shares by
No upper-limit exercise value
such issuance
Lower-limit exercise value is 1,129 yen, but potential numberof shares in either exercise value is 1,255,400 shares.
(5) Amount of fund procurement 2,506,393,290 yen (rough estimate of net proceeds) (note)
Initial exercise value
2,032 yen
Exercise value of the Share Acquisition Rights shall be revisedas the amount calculated by rounding out the fraction underone (1) yen of the amount equivalent to 90% of the closing
price of ordinary transaction of the Company’s ordinary(6) Exercise value and provisions shares (the immediate closing price if no closing price on thesame day) at Tokyo Stock Exchange, Inc. (hereafter “Tokyoof exercise value revision
Stock Exchange”) on the transaction day immediately before
the effective day (hereafter “Revision Day”) of each request
for exercise of the Share Acquisition Rights, but if such
exercise value falls below the lower-limit exercise value, thelower-limit exercise value shall be the exercise value after therevision.
(7) Offering or allocation manner By third-party allocation.
Marilyn Hweetiang Tang: 12,554 units (hereafter “Tang”)(8) Where allocation is made1

(9) Description of restrictedassignment and restrictedexercise volume(10) Miscellaneous

Assignment of the Share Acquisition Rights requires approvalof the Company’s board of directors. The Company will also
stipulate that the rights and obligations of the above scheduled
subject of allocation shall be assumed to the assignee even in
the case that the Share Acquisition Rights are assigned in thepurchase agreement of the Share Acquisition Rights made withthe scheduled subject of allocation after the notification under
the Financial Instruments and Exchange Act comes into force.
The Company will stipulate restriction of exercise volume in
the Third-party Allocation Agreement made with the scheduled
subject of allocation after the notification under the Financial
Instruments and Exchange Act comes into force in order totake measures to restrict conversion or exercise by thepurchaser of MSCB, etc. (having the meaning stipulated in the
below regulations; hereafter the same) under Article 434,
Clause 1 of the securities listing regulations stipulated by Tokyo
Stock Exchange and Article 436, Clause 1 through 5 of suchenforcement regulation.
The details are described in below “7. Reasons, etc. forselection of the scheduled subject of allocation (3) Ownershippolicy and measures of exercise restriction of the scheduled
subject of allocation.”
The below content will be stipulated in the Third-party
Allocation Agreement. The details are described in below “3.
Reason for selection of financing manner (marketability of the
Scheme)”・The scheduled subject of allocation may exercise the Share
Acquisition Rights only when it apply for exercise of the Share
Acquisition Rights to the Company and the Company permits
it. The Company may revoke such permission.
・The scheduled subject of allocation may request IssuingCompany to acquire the Share Acquisition Rights regarding theunexercised Share Acquisition Rights remaining as of the final
day of the Exercise Period (three (3) years from the AllocationDay) on such final day for the payment amount per Share
Acquisition Right and if such request is made, the Company
will purchase all of the Share Acquisition Rights by paying suchamount.

(Note) Financing amount is the amount calculated by deducting the estimated amount of issuance
expenses from the amount of the sum of the property value invested for exercise of the Share
Acquisition Rights added up to the total amount of issuance value of the Share Acquisition Rights.
Total amount of the property value invested for exercise of the Share Acquisition Rights is
calculated by assuming that all Share Acquisition Rights are exercised at the initial Exercise Value.
In the case that Exercise Value is revised or adjusted, financing amount may increase or decrease.
In the case that it is not exercised within the Exercise Period of the Share Acquisition Rights andthat the Company retires the Share Acquisition Rights acquired by the Company, financing amountwill decrease.

2. Purpose and reason for offering
Our Group (the Company and the Company’s affiliate companies) has been engaged in theefforts of the three “RE’s” that are “corporate revival, spreading of renewable energy andreinvestment of the generated cash” through conduct of “business investment” aiming forrealization of the recycling-oriented society promoting activation and development of local
economy based on the basic policy of the “company which contributes to preparation of thesocial infrastructure,” has developed the businesses related to two fields of renewable energy
development and advanced communication technology, and above all, has been engaged inbusiness turnaround in the field of advanced communication technology. Specifically, there is acase of Tamagawa Electronics, Co., Ltd. which became Our Group’s subsidiary in 2007 in termsof corporate revival. We could improve our performance by expanding the businesses for public2

agencies, etc. where profitability can be expected, and we renewed the best profit in the past in
the period ending in March 2014 (current net profit: 433 mil. yen). We will hereafter engage incorporate revival with outside companies as Our Group’s Subsidiary. In addition, Our Group’s
major businesses are electronic and communication device business, renewable energy systemsales business (hereafter “Renewable Energy System Sales Business”) and renewable energy
business (hereafter “Renewable Energy Plant Business”) in two fields of “renewable energy
development” and “advanced communication technology.”
Among the above, in electronic and communication device business, we produce and sellhigh-frequency circuit element products necessary for wireless devices with high-frequency
wireless technology as the core technology, and have currently focused on exploration of newmarkets and customers including starting of commissioned development / manufacturing of
millimeter wave band products as well as sales expansion operations mainly in the fifth
generation mobile communication system (hereafter “5G”) related market and public related
market (we conduct development of quasi-millimeter wave and millimeter wave band products
up to 50GHz band. As for 5G in the communication field, use of high-frequency products for
SHF band, quasi-millimeter wave and millimeter wave bands are newly scheduled in order toachieve transmission speed as 100 times fast as the existing products. High-frequency
products for quasi-millimeter wave and millimeter wave bands are the essential products for
speed-up and larger capacity in the future information transmission field, and we consider quasimillimeter wave and millimeter wave as our technology theme and are proceeding with newtechnology development and product development. We also customize various millimeter wave
components and millimeter wave modules depending on our customers’ desire.). Among those,
as we announced in the “Notice on the Successful Bid of Equipment for Linear Accelerator of
the Next Generation Radiated Light Facilities” as PR information dated March 12, 2020, we
have been engaged in active efforts and have gained positive results such that we solely won
the general competitive bid for “manufacturing of low-power and high-frequency circuit for linear
accelerator and beam monitor circuit system for the next generation radiated light facilities” inthe public notice by National Institutes for Quantum and Radiological Science and Technology.
In mobile communication field, a demand for the domestic and overseas high-frequency
components (high-frequency components are various parts used for high-frequency circuit) is
increasing including 5G related market (markets including communication service market using
5G, communication device market, etc. can be listed as 5G related market). Further in the
public field, a demand is increasing for optical transmission devices (optical transmission device
is the device to transmit data without a cable.) and digital signal processing devices (digital
signal processing device is the device to conduct a set of process to deem light and sound, etc.
as signals, convert analog signals into digital signals, conduct process of removal of noise
targeting digital signals, etc. and finally reconvert them into processed analog signals), etc. fordisaster measures, wireless for business operations and surveillance system. As the order
receipt status as the entire electronic / communication device business, the amount of orders
received in the period ending in March 2020 was 4,335 mil. yen which is in the increasing status
with an increase of 35.6% compared to the period ending in March 2019, and we will continue topromote expansion of Our Group’s electronic / communication device business domain as wellas the activities aiming for profit expansion by enhancing our own product development andcommercialization.
In renewable energy system sales business (business to mainly sell to business companies
and general consumers solar power plants for lot sales, power conditioners including solar
power modules, small wind power generators and other accessary equipment), we have mainly
procured and sold the solar power equipment and promoted development / sales of solar power
plants and small wind power plants. Since a demand for solar power generation cases, etc. isdecreasing due to lowered fixed purchase price and impact of FIT law, the amount of orders
received in the period ending in March 2020 was 159 mil. yen (37.0% decrease compared to thesame period of the previous year), sales amount was 867 mil. yen (119.8% increase comparedto the same period of the previous year) and segment loss was 27 mil. yen (segment loss of thesame period of the previous year was 83 mil. yen). We will continue to promote development /sales of the power plants for profit expansion.
Furthermore in renewable energy power plant business (business where own group develops
and reviews the business of general renewable energy power plants including the solar power
plants and sells electric power generated at such power plants to the electricity companies.), we
3

own solar power plants and wind power plants including megasolar power plants (megasolar isthe power plants of which power generation equipment output is more than 1MW) and sellelectric power to the electricity companies. In renewable energy power plant business, we havebeen selling electricity at the megasolar power plant located in Noboribetsu City, Hokkaido andsolar sharing power plant located in Shimada City, Shizuoka Pref. which are already in operation(solar sharing power plant is the agriculture management solar power plant, aiming to be a
power plant in combination of solar power generation and agriculture in the same premise.) at agood rate, and furthermore the megasolar power plant located in Kojindake, Goto City, Nagasaki
Pref. completed extension of approximately 500kW of solar panels in March 2020 and started
power selling for the extended part for 36 yen of the fixed purchase price, expanding its power
generation size to 5,847kW. We also sold Toyoura-cho solar power plant in Shimonoseki City in
September 2019 and sold Tateyama solar power plant in Chiba Pref. in March 2020, causing us
to achieve the sales amount of 2,091 mil. yen (239.7% increase compared to the same period of
the previous year) and segment profit of 698 mil. yen (294.1% increase compared to the same
period of the previous year). Our Group is positively considering renewable energy and generalenvironmental businesses which will be our pillars and is aiming for expansion of size of suchbusinesses.
Based on the policies in each business above, we continue to actively enhance electronic /communication device business, renewable energy system sales business and renewableenergy power plant business and intend investment concerning M&A of the companies focusing
on research and development to aim it, power plant development or advancing of electronic /communication device business and renewable energy related business and expansion, etc. oftechnology base as the main purpose. We are assuming the following three angles as major
subjects for such investment.
① Investment to the project concerning domestic and overseas renewable energy
development including solar power generation, wind power generation, water power
generation and biomass power generation (meaning the power generation method togenerate by burning biological resources coming from animals and plants)
In the Southeast Asian countries, the tropical regions of which latitude is low compared toJapan, there is more average amount of daylight per day, and in consideration of the geologicalstructure where are there are many islands, there seems to be extremely abundant resources
for solar power generation and wind power generation. In the countries including Vietnam andIndonesia, etc. active support has been provided by the governments for introduction andmarket development of renewable energy mainly with solar power generation and wind power
generation such as launching of FIT system for promotion of renewable energy penetration,etc., and we consider that advancing to renewable energy generation market in these regions is
economically reasonable determination. Especially in Indonesia, the government announced
the goal to achieve 2.4GW of total power generation volume at the renewable energy plants
which will be in operation before 2025 (“Renewable energy power generation to dominate 23%of the whole in 2025” dated December 6, 2019, NNA), and the total investment amount for new
and renewable energy (New and Renewable Energy, NRE) including renewable energy powersource is described as approximately 30 bill. USD (approx. 3.3 trill. yen) in its power supply
business plan RUPTL2018-2027. Under such circumstances, the Japanese government’s Joint
Crediting Joint Crediting Mechanism, JCM (Joint Crediting Joint Crediting Mechanism, JCM is
the system where Japan provides its excellent low-carbon technology, products, system,
services and infrastructures to the developing countries to contribute their reduction ofgreenhouse gas and share such achievement between the two countries.) is utilized to lead tomore cases where they install the solar power generation system in collaboration with the local
companies. We also think that the markets of the local solar power plants and diversified solar
power generation system are attractive.
We also announced in the “Progress Status of Large Wind Power Generation BusinessApproach” posted on our website as of April 2, 2020 that our “Renewable Energy Power
Generation Business Plan” was certified by the Ministry of Economy, Trade and Industry as ofMarch 27, 2020. Such certification is the prerequisite for closing of the connection agreementwith electricity companies. While the effort concerning large wind power generation business is
our first effort, it is an important effort in the aspect of accumulation of knowhow in the large
4wind power generation business domain and advancing to the large wind power generation
market.
As for our overseas activities, we would like to further develop our effort for renewable energy
power generation project in the Southeast Asian countries we have focused on by utilizing the
Joint Crediting Joint Crediting Mechanism (as we announced in “Effort for Reduction ofGreenhouse Gas by the Joint Crediting Joint Crediting Mechanism (JCM)” dated November 29,
2019 as PR information, we were selected as the business partner of the small water power
generation business (approx. 1.75MW) in Indonesia for the “system assistance business among2019 Joint Crediting Mechanism fund support business” publicly offered by the Ministry of theEnvironment and its enforcement organization, Global Environment Centre Foundation (GEC)with AURA-Green Energy, Co., Ltd. which is our partner), and we wish to further develop ourefforts for renewable energy power generation project in Southeast Asian countries we havebeen focused on.
As mentioned above, we will hereafter actively invest to the projects concerning renewableenergy by utilizing knowhow accumulated from the existing renewable energy power plantbusiness and renewable energy system sales business by expansion and reformation of thedomestic and overseas renewable energy market.
② M&A related investment (mainly investment to high-tech companies, investment todevelopment between industry and academia, acquisition of the locally incorporated
company for overseas business development, etc.)
We wish to prepare the business / technology base which can respond to such trend throughthe fundamental technology change and flexibly respond to the market change occurring
hereafter by utilizing the business knowhow we have accumulated until now for the purpose ofmaintaining business profitability and market share and further expansion. Under such purpose,
we assume to conduct M&A related investment according to the three themes mainly of (1)investment to the domestic and overseas high-tech companies, (2) development between
industry and academia and (3) overseas business development.
(1) Investment to the domestic and overseas high-tech companies
We are considering mainly conducting strategic investment for the purpose of actively
involving highly complementary technology for our existing core technology and business
contents. As for investment management, we acknowledge that investment to unlisted
high-tech companies which can be especially expected for high growth is attractive.
On the other hand, since high-growth high-tech companies conduct research anddevelopment of technologies / products with advanced novelty or response to new clients’needs as their primary businesses, their businesses are often exposed to high uncertainty,
and due to failure of technology development and rapid change of market environment,
rapid worsening of financial content of companies or business failure may likely to occur.
We consider rapid change of the financial content or business failure as the primary risk
for investment to the above high-tech companies. However, we think it is possible topreliminarily understand the risk of rapid worsening of the above financial content andbusiness failure as much as possible and conduct investment with appropriate size andtiming for the risk by engaging thorough due diligence and market research before theinvestment.
(2) Development between industry and academia
We wish to continuously invest to the existing the joint development of GEMCOS(hereafter “Product”). The Product is the product we have jointly developed andconducted verification test with AURA-Green Energy, Co., Ltd., our partner and System-iCo., Ltd., a company in Sendai City, Miyagi Pref. engaged in electric control device /software design with supervision and cooperation of Mr. Yasubumi Furuya, therepresentative of Tohoku University research team and also the specially assigned
professor at Tohoku University, Microsystem Integration Research and Development
Center in exploration of optimization device control / monitoring in natural energy (solar,
wind power, biomass, hot spring heat, etc.) field and new business construction by using
surplus electric power with the research and development team of Tohoku University(announced in the “notice on commencement of development of green energy surplus
electric power managing and operation collaboration running system ‘GEMCOS’ and ofverification test” dated July 10, 2019 as PR information). This Product can operate5dispersed network electric power storage battery management system and servers for
low-power electronic devices and can be applied to remote monitoring enabling IoT
dispersed sensor network, which are technologies expected among the joint researches
between industry and academia we are engaged in. In technology development including
this Product, we consider the researches between industry and academia are one of themethods to be expected for expansion of our technology base, and will more actively
hereafter continue to conduct joint development of various technologies in collaboration
with the research / educational institutions including Tohoku University, etc.
(3) Overseas business development including Southeast Asian countries, etc.
We are considering acquisition of the locally incorporated companies for overseas
advancing of our existing businesses including mainly renewable energy related business,
communication device business, or renewable power source control system businessexpected to be new business hereafter (GEMCOS product related business) and 5G
related product business. We assume we will hereafter engage in extension of ouroverseas subsidiaries and offices in consideration of expansion of overseas renewableenergy market and tendency of market demand expansion for overseas communicationequipment / services including 5G communication and mobile communication technology
introduced in above “①Investment to the project concerning domestic and overseas
renewable energy development including solar power generation, wind power generation,water power generation and biomass power generation.”
According to the above themes of (1) through (3), we assume investment concerning M&A,
and consider procurement of reserve fund therefor.
③ Research and development investment to communication technology related including 5G
In recent years, 5G, following the fourth generation mobile communication method (4G/LTE) is
expected to be applied in a wide range of automatic driving, remote medical treatment,
application of artificial intelligence technology, high quality image transmission, etc. by its
technological properties of “rapid / large capacity,” “ultra-low latency,” “ultra-multiple device
connection” and “ultra-high reliability.” In addition, for these years, the domestic and overseas
communication business operators / communication device manufacturers have been
conducting verification tests for commercialization of 5G communication mode. We have also
expanded development / manufacturing of electronic / communication devices as the major
businesses for a long time and have invested much to development and practical use of theindustry’s cutting-edge technologies. In the present time where 5G and related mobile
communication technologies have been activated and the market has been formed, we realizethat enhancement of research and development in 5G related domain is important. In this way,
we are looking at joint research and development or capital tie-up with the companies whose 5G
related technology development is already ahead of us (hereafter “5G Related Company”) forthe purpose of early expansion of research and development of 5G and such related mobile
communication technologies. As candidates for such joint research and development orbusiness / capital tie-up, we are broadly considering domestic and overseas mobile
communication related companies and 5G Related Companies.
According to the above purposes, we will achieve our further growth through this financing,
and will attempt to maximize profit of the shareholders and stakeholders by focusing on further
economic stabilization and enhancement of the corporate value.
The specific fund use and the scheduled time of expenditure in this issuance of the shareacquisition rights are described in “4. Amount, purpose and scheduled time of expenditure offund to be procured (2) Specific use of procured fund.”
4. Amount, purpose and scheduled time of expenditure of fund to be procured(1) Amount of fund to be procured (rough estimate of net proceeds)6

① Total procurement amount
Total amount of issuance value of the Share Acquisition Rights

13,093,822 yen

Value of property invested for exercise of the Share Acquisition
Rights2,550,972,800 yen② Rough estimate of issuance expenses

57,673,332 yen③ Rough estimate of net proceeds

2,506,393,290 yen（Note）1. Total amount of value of property invested for exercise of the Share Acquisition Rights is theamount with assumption that all Share Acquisition Rights were exercised at the initial Exercise
Value. Therefore, if Exercise Value is revised or adjusted, total payment amount and roughestimate of net proceeds may increase or decrease. If not exercised withing the right exercise
period of the Share Acquisition Rights and if we retire the acquired Share Acquisition Rights, total
payment amount and rough estimate of net proceeds will decrease.
2. Consumption tax, etc. is not included in the rough estimate of issuance expenses, etc.
3. Rough estimate of issuance expenses is the total amount of arrangement cost of 51,281,000 yen
for Cantor Fitzgerald Securities Japan Co., Ltd., attorney fee of 4,500,000 yen for Miura &Partners, value evaluation cost of the share acquisition rights of 1,000,000 yen for Akasaka
International Tax & Co., attribution survey cost of 92,000 yen for Crossborder Pte Ltd. and otheradministration fee of 800,000 yen (fee for registration of change, etc.).

(2) Specific use of procured fundAs described in above “Purpose and reason for offering,” we will appropriate the above roughestimate of net proceeds of 2,506,393,000 yen for the purpose of investment to the projects
regarding the domestic and overseas renewable energy development, M&A related investment
and investment to the communication technology related research and development including
5G as follows. We are concerned that it is difficult to fill these investment purposes and suchamount with only the fund we currently have. Therefore, if the Exercise Value of the shareacquisition rights is revised downwardly in this financing, we will prioritize ① of use of fund, thenappropriate the actually procured fund in the order of ② and ③.
Specific use①Investment to the projects regarding domestic
and overseas renewable energy development⁃ Domestic and overseas renewable energy
power plant development⁃ Overseas renewable energy power plantdevelopment②M&A related investment⁃ Investment to domestic and overseas hightech companies⁃ Investment to joint research between
industry and academia (including in-process
and new)⁃ Acquisition of locally incorporated
companies when developing overseas③Investment to the communication technology
related research and development including
5G⁃ Investment to joint research with domestic
and overseas 5G mobile communication
technology companies

7

Amount(thousand yen)

Scheduled time of
expenditure

1,108,012

September 2020 –December 2023

699,189

September 2020 –December 2023

699,189

September 2020 –December 2023

① Investment to the projects regarding domestic and overseas renewable energy development
We are planning to appropriate 1,108,012,000 yen for investment to the projects regarding
domestic and overseas renewable energy development from September 2020 throughDecember 2023. If financing is achieved, we are assuming the following as the specificinvestment pipeline and will basically appropriate 20% of the total amount regarding thedevelopment as equity for each case (for development of overseas renewable energy power
plants, we will appropriate 10% as equity for joint development) and will procure the rest fromloan. Especially as for development of overseas renewable energy power plants, we currently
have many pipelines, but will strictly select the development targets by thorough due diligence.
If the progress of exercise of the share acquisition rights is delayed or the procured amount falls
below the assumed procurement amount, we will need consideration for financial healthinesswhile we afford it to the affordable extent with our cash reserves, but we will explore alternative
manner including financing with liabilities such as bank loan, etc.


Renewable energy power plant development in various areas in Japan⁃

Renewable energy power plant development for large wind power generation⁃

Renewable energy power plant development for solar power generation

Overseas renewable energy power plant development⁃

Additional investment to development of small water power plants in Indonesia⁃

Composition of new cases concerning renewable energy power plant development
including solar power generation, wind power generation, biomass power
generation, etc. in Southeast Asian countries including Indonesia② M&A related investment
We are planning to appropriate 699,189,000 yen regarding M&A related investment from
September 2020 through December 2023. The specific investment details are described below.
The investment amount is undetermined except for the joint research between industry andacademia, where we will determine the use amount of fund according to the realized amount,leading to possibility of change in use amount hereafter. In the event that M&A related
investment is not achieved due to the reasons such as due diligence result of the scheduled
investment target is below expectation, etc., we will appropriate the fund scheduled to beappropriated to such fund use to ① investment to the projects regarding domestic andoverseas renewable energy development and ③ investment to the communication technology
related research and development including 5G.
Investment to domestic and overseas high-tech companies⁃

We have currently received a proposal through a mediator of net investment case toa big data analysis company in US. If financing is achieved, we will consider it in
specific.

Investment to joint research between industry and academia (including both cases inprocess and new cases)⁃

We utilize the necessity of additional investment to the research and developmentof GEMCOS products, etc. with Tohoku University already in collaboration and thejoint research and development agreement with Tohoku University and understandfund demand for composition of new development projects including renewableenergy related, etc. At this point, besides the research and development of
GEMCOS products, we are planning on the research on small atomic clocks andapplication using atomic clocks (“Commencement of Research on Small Atomic
Clocks and Application Using Atomic Clocks” dated July 6, 2020; An atomic clock is
a clock is based on the frequency of electromagnetic absorbed or radiated by anatom (including neutron and ion), and since the small atomic clock we use fordevelopment can be mounted on a clock for highly precise time synchronization of
portable terminals including 5G, base station, mobile terminals, and also it enables
accurate time synchronization, it is expected to be used in a wide range of fields
including more precise automatic driving, aerospace, robots, medical welfare,infrastructure maintenance, virtual power plant control, etc. based on the next
8

generation rapid and high density communication), but if financing is achieved, we
will select the technology domain to be the specific research target and consider thedevelopment schedule, etc.
Acquisition of locally incorporated companies for overseas expansion⁃③

We are collecting information on the investment cases daily by utilizing the network
mainly in Singapore by our management team. Through such network, there are
currently an acquisition case of the locally incorporated companies to enhance thebusiness in Singapore and an acquisition case of the locally incorporated
companies for renewable energy business in Indonesia listed as an investment
cases to contribute to our overseas expansion and as candidates for the cases tobe specifically considered if the financing is achieved.

Investment to the communication technology related research and development including
5G

We are planning to invest 699,189,000 yen to the joint research with domestic and overseas
5G mobile communication technology companies from September 2020 through December
2023. The specific investment details are described below, but the investment amount to eachcase is undetermined, and use amount may change hereafter because the use amount isdetermined according to the realized amount. If the progress of exercise of the shareacquisition rights is delayed or the procured amount falls below the assumed procurement
amount, we will need consideration for financial healthiness while we afford it to the affordable
extent with our cash reserves, but we will explore alternative manner including financing withliabilities such as bank loan, etc.


We have currently received a proposal from a Taiwanese 5G communication technology
company for investment to the joint research with overseas 5G companies, and we will
specifically consider it if the financing is achieved. In addition, we have currently
received a proposal from a communication service company for investment to the joint
research with domestic companies, and we will specifically consider it if the financing isachieved.

5. Idea concerning reasonability of fund use
As described in “2. Purpose and reason for offering,” the fund we procure this time willcontribute to Our Group’s corporate value enhancement for mid- and long term, and such funduse is considered as reasonable. Therefore, this time’s financing is considered to contribute to
the existing shareholders’ benefit as well by mid- and long-term corporate value enhancement.

9Appendix Issuance Requirements

Tamagawa Holdings, Co., Ltd.
Issuance Requirements of the 12th Share Acquirement Rights
1. Name of the Share Acquirement Rights
Tamagawa Holdings, Co., Ltd. (hereafter “Company”)
The 12th Share Acquisition Rights (hereafter “Share Acquisition Rights”)
2. Total payment amount of the Share Acquisition Rights
13,093,822 yen
3. Application due date
September 14, 2020
4. Allocation date and payment due date
September 16, 2020
5. Manner of offering
Allocated to the following person in the manner of third-party allocation as follows.
Marilyn Hweetiang Tang
12,554 units

6. Type and number of shares which are the purpose of the Share Acquisition Rights(1) Type and number of shares which are the purpose of the Share Acquisition Rights
shall be 1,255,400 ordinary shares of the Company (the number of shares which is the
purpose per Share Acquisition Right (hereafter “Number of Allocated Shares”) shall be
100 ordinary shares of the Company. However, if the Number of Allocated Shares isadjusted due to (2) through (4) of this clause, the total number of shares which is the
purpose of the Share Acquisition Rights shall be adjusted according to the number of
allocated shares after adjustment.
(2) In the case that the Company make adjustment of the Exercise Value (defined in
Clause 9(2)) in accordance with Clause 11, the Number of Allocated Shares shall be
adjusted by the following formula. However, any fraction under one (1) share arisingfrom the adjustment shall be cut off. The exercise value before adjustment andexercise value after adjustment in such formula shall be the Exercise Value Before
Adjustment and Exercise Value After Adjustment stipulated in Clause 11.
Number of AllocatedShares after
adjustment＝

Number of AllocatedShares before
adjustment

×

Exercise Value Before
Adjustment

Exercise Value After Adjustment(3) Commencement day of application of the Number of Allocated Shares after adjustment
shall be the same day as the day of application of Exercise Value After Adjustment
stipulated in each item concerning adjustment of the Exercise Value by Clause 11 (2)and (5) regarding such adjustment reason.
(4) When making adjustment of the Number of Allocated Shares, the Company shall notify
the share acquisition right holder for the Share Acquisition Rights (hereafter “Share
Acquisition Right Holder”) in writing of such adjustment and the reason thereof, theNumber of Allocated Shares Before Adjustment, the Number of Allocated Shares After
Adjustment and commencement day of such application and other necessary matters
before the previous day of the application commencement day of the Number of
Allocated Shares After Adjustment. However, in the case of Clause 11(2) ⑤ or in thecase of not being able to make the above notification before the previous day of theapplication commencement day, it shall conduct it immediately after the applicationcommencement day.
7. Total number of the Share Acquisition Rights
12,554 units
8. Payment amount of each Share Acquisition Right
1,043 yen (Total payment amount of the Share Acquisition Rights: 13,093,822 yen)
9. Value of the asset invested for exercise of the Share Acquisition Rights(1) The property invested for exercise of the Share Acquisition Rights shall be money, andsuch value shall be the amount calculated by multiplying the exercise value by the
Number of Allocated Shares.
(2) Monetary amount per ordinary share of the Company invested for exercise of the
Share Acquisition Rights (hereafter “Exercise Value”) shall be initially 2,032 yen.
1However, the Exercise Value shall be revised or adjusted in accordance with Clause
10 or 11.
10. Revision of Exercise Value(1) If the amount (hereafter “Revision Day Value”) calculated by rounding off the fraction
under one (1) yen of the amount equivalent to 90% of the closing price (suchimmediate closing price if no closing price on the same day) of ordinary transaction of
the Company’s ordinary shares at Tokyo Stock Exchange on the transaction day
immediately before the effective day (hereafter “Revision Day”) of each request forexercise of the Share Acquisition Rights stipulated in Clause 16(3) exceeds or falls
below the effective Exercise Value immediately before such Revision Day by morethan one (1) yen, the Exercise Value shall be revised into such Revision Day Valueafter the Revision Day. However, if the Exercise Value after such revision falls below
the lower limit Exercise Value (defined below; the same hereafter) on the Revision
Day, the Exercise Value shall be the lower limit Exercise Value.
(2) “Lower limit Exercise Value” shall be 1,129 yen (adjusted however by applying Clause
11).
11. Adjustment of Exercise Value(1) If there is any change or is likely to be change in the number of ordinary shares alreadyissued by the Company after issuance of the Share Acquisition Rights by the Company
due to the reasons listed in (2) of this clause, the Exercise Value shall be adjusted by
the following formula (hereafter “Exercise Value Adjustment Formula”) (the Exercise
Value after adjustment shall be hereafter “Exercise Value After Adjustment” and theExercise Value before adjustment shall be hereafter “Exercise Value Before
Adjustment”).

Exercise
Value
After
Adjustment＝

Exercise
Value
BeforeAdjustment

×

Number ofordinarysharesalready
issued＋Number ofordinarysharesnewly
issued /disposed of

Number of ordinary sharesalready issued

×

Payment amount
per share

Market price
Number of ordinary＋
shares newly issued /disposed of(2) The case of adjustment of the Exercise Value by Exercise Value Adjustment Formulaand application period of the Exercise Value After Adjustment shall be as stipulated in
the following.
① In the case of newly issuing the Company’s ordinary shares by the payment
amount below the market price stipulated in (4)② of this clause, or of disposing of
the Company’s ordinary shares (including allocation without contribution) (except
for the case of newly issuing the Company’s ordinary shares to directors or
employees of the Company or the Company’s subsidiary based on the restricted
stock compensation plan introduced by the Company or of disposing of theCompany’s ordinary shares, or the case by acquisition, conversion or exercise of
the securities which are acquired by the Company in exchange of issuance of theCompany’s ordinary shares or of which acquirement can be requested to theCompany, or the share acquisition rights which can request issuance of theCompany’s ordinary shares (including what is granted to the convertible bonds
with share acquisition rights) or other securities or rights).
The Exercise Value After Adjustment shall be applied after the day following thepayment due date (the final day if the payment period is specified), or after the day
following the record date to grant to the shareholders the right to receive allocation forsuch issuance or disposition if any.
② In the case of issuing the Company’s ordinary shares by share split or allocation
without contribution
The Exercise Value After Adjustment shall be applied after the day following therecord date for share split or allocation without contribution (the effective date ofsuch allocation if no record date for allocation without contribution).
③ In the case of issuing the securities which are acquired by the Company with thepayment amount falling below the market price stipulated in (4)② of this clause in11exchange of issuance of the Company’s ordinary shares or of which acquisition
can be requested to the Company (including allocation without contribution), or in
the case of issuing the share acquisition rights which can request issuance of theCompany’s ordinary shares or convertible bonds with share acquisition rights, orother securities or rights (including allocation without contribution) (except for thecase of issuing the share acquisition rights as stock option for the directors or
employees of the Company or the Company’s subsidiary based on the resolutionof the Company’s board of directors.).
The Exercise Value After Adjustment shall be calculated by applying the Exercise
Value Adjustment Formula by deeming that the securities to be issued, the shareacquisition rights or rights have been acquired for the initial acquisition value or
exercised for the initial Exercise Value, and that the Company’s ordinary shares
have been issued, and shall be applied after the day following the payment due
date of such securities or rights or allocation day of the share acquisition rights(including what is granted to the convertible bonds with the share acquisitionrights) or the record date for offering or allocation without contribution, if any.
④ In the case of issuing the Company’s ordinary shares for the value falling below themarket price stipulated in (4)② of this clause in exchange of acquisition of theshares with acquisition conditions or share acquisition rights with acquisition
conditions (including what is granted to the convertible bonds with the shareacquisition rights).
The Exercise Value After Adjustment shall be applied after the following day of theacquisition day.
⑤ In the case of ① through ③, if the record date is set and the condition for
occurrence of the effect is approval by the general shareholders’ meeting, board of
directors and other agencies of the Company after such record date, regardless of① through ③, the Exercise Value After Adjustment shall be applied after thefollowing day of such approval. In this case, to the share acquisition right holders
who requested for exercise of the Share Acquisition Rights from the following dayof such record date before such approval day, the Company’s ordinary sharesshall be issued by the following calculation.
Numbe
r of
shares＝Exercise
Value Before
Adjustment－

Exercise
Number of shares issued by Exercise
Value After×
Value Before Adjustment within such
Adjustment
periodExercise Value After Adjustment

In this case, any fraction under one (1) share shall be cut off.

(3) If the difference between the Exercise Value After Adjustment and Exercise Value
Before Adjustment calculated by the Exercise Value Adjustment Formula remains
under one (1) yen, the Exercise Value shall not be adjusted. However, in the case thatany reason occurs where adjustment of the Exercise Value is necessary thereafter andthe Exercise Value is adjusted, the amount calculated by deducting this difference fromthe Exercise Value Before Adjustment shall be used in place of the Exercise Value
Before Adjustment in the Exercise Value Adjustment Formula.
(4)① Exercise Value Adjustment Formula shall calculate up to the hundredths place under
yen unit and the hundredths place shall be cut off.
② The market price used in the Exercise Value Adjustment Formula shall be the simple
average value of the closing price of ordinary transaction of the Company’s ordinary
shares (excluding the number of days without the closing price) at JASDAQ Market(the market where the Company’s shares are listed after change of the market
classification of Tokyo Stock Exchange if any) of Tokyo Stock Exchange, Inc. (hereafter“Tokyo Stock Exchange”) of thirty (30) transaction days starting on the 45th transaction
day preceding the day when the Exercise Value After Adjustment is applied for the firsttime. In this case, the simple average value shall be calculated up to the hundredths
place under yen unit and the hundredths place shall be cut off.
③ The number of ordinary shares already issued to be used for the Exercise Value
Adjustment Formula shall be the number calculated by deducting the Company’s
ordinary shares owned by the Company as of such day from the total number ofordinary shares already issue of the Company, as of the record day to grant to theshareholders the right to receive allocation if any, or the day one (1) month prior to12the day when the Exercise Value After Adjustment is applied for the first time. In
the case of above (2)⑤, the number of ordinary shares newly issued / disposed of
to be used for the Exercise Value Adjustment Formula shall not include thenumber of the Company’s ordinary shares allocated to the Company’s ordinary
shares owned by the Company as of the record date.
(5) In addition to the case when adjustment of the Exercise Value of above (2) isnecessary, in the case of the following, the Company shall make necessary Exercise
Value Adjustment upon consultation with the Share Acquisition Right holder① When adjustment of the Exercise Value is necessary for reverse split, reduction of
the capital, company split, share exchange or merger.
② When otherwise adjustment of the Exercise Value is necessary for occurrence ofthe reasons, etc. including change in the number of ordinary shares already issueof the Company or such possibility.
③ When multiple reasons occur one after another where it is necessary to adjust theExercise Value and it is necessary to consider effect by the other party’s reason
for the market price to be used for calculation of the Exercise Value After
Adjustment based on one party.
(6) When adjusting the Exercise Value, the Company shall notify the Share Acquisition
Right Holder in writing of such Adjustment and the reason thereof, Exercise Value
Before Adjustment, Exercise Value After Adjustment and such applicationcommencement day and other necessary matters before the previous day of theapplication commencement day of the Exercise Value After Adjustment. However, inthe case stipulated in above (2)⑤ or in the case otherwise that it is impossible to makethe above notification before the previous day of the application commencement day, it
shall be made immediately after the application commencement day.
12. Period where the Share Acquisition Right can be exercised
It shall be from September 16, 2020 to September 15, 2023. If the final day of theexercise period is not a business day, such previous business day shall be the final day.
However, request for exercise cannot be made during the following period.
① The period from three (3) business days (days when the book-entry company is not
closed, etc.; the same hereafter) prior to the shareholder certified date for theCompany’s ordinary shares (stipulated in the “Work Rules of Book-Entry Transfer
of Shares, etc.” of Japan Securities Depository Center, Inc.)② The day when the depositary trust company decides that suspension of exercise of
the Share Acquisition Rights is necessary③ The period in the case that suspension of exercise of the Share Acquisition Rights
is necessary for reorganization stipulated in Clause 15 and the Company notifies
the period of suspension of request for exercise (such period shall not exceed one(1) month) and other necessary matters to the share acquisition right holder of the
Share Acquisition Rights by one (1) month prior to the commencement day of such
period
13. Other conditions for exercise of the Share Acquisition Rights
Partial exercise of each Share Acquisition Right is not permitted.
14. Acquisition of the Share Acquisition Rights
If decided by the Company’s board of directors, the Company may acquire all or part ofremaining Share Acquisition Rights by paying the amount equivalent to the payment
amount of the Share Acquisition Rights on the acquisition day designated by the board of
directors after making a notification or public notice by two (2) weeks prior to suchacquisition day in accordance with Article 274, Clause 2 of the Companies Act (Article
273, Clause 2 and Article 274, Clause 3 thereof if acquiring part of the remaining Share
Acquisition Rights) after the day following the payment due date of the Share Acquisition
Rights.
15. Issuance of thereof by reorganization
In the case of conducting absorption-type merger where the Company is absorbed inabsorption-type merger, consolidation-type merger where it is merged in consolidationtype merger, absorption-type company split where it is absorbed in absorption-typecompany split, incorporation-type company split where it is merged in incorporation-typecompany split, share exchange where it becomes a wholly owned subsidiary in shareexchange, or share transfer where it becomes a wholly owned subsidiary in share13

transfer (hereafter “Reorganization”), the surviving absorption-type merger company,
founded consolidation-type merger company, succeeding absorption-type company,
founded incorporation-type company split company, wholly-owning parent company byshare exchange or wholly-owning parent company share transfer (hereafter collectively“Reorganizing Party”) shall newly issue the Share Acquisition Rights to the shareacquisition right holder concerning the Share Acquisition Rights under the following
conditions in place of the Share Acquisition Rights remaining immediately before
occurrence of effect of such reorganization.
(1) Number of Share Acquisition Rights to be newly issued
Reasonably adjusted in consideration of the conditions, etc. of Reorganization based on
the number of Share Acquisition Rights owned by the share acquisition right holder.
Any fraction under one (1) unit after adjustment shall be cut off.
(2) Type of shares which is the purpose of share acquisition rights to be newly issued
The same type of shares as the Reorganizing Party(3) Calculation method of the number of shares which is the purpose of share acquisitionrights to be newly issued
Reasonably adjusted in consideration of the conditions, etc. of Reorganization. Any
fraction under one (1) unit after adjustment shall be cut off.
(4) Value of the property invested for exercise of the share acquisition rights to be newly
issuedReasonably adjusted in consideration of the conditions, etc. of Reorganization. Any
fraction under one (1) unit after adjustment shall be cut off.
(5) Capital and capital reserve increasing when issuing the shares by issuance of the shareacquisition rights, non-issuance of securities with the share acquisition rights andexercise of such share acquisition rights in the case of exercise period concerning theshare acquisition rights to be newly issued, conditions for exercise, provisions foracquisition, Reorganization
Determined for Reorganization in accordance with Clause 12 through 15, and Clause
18 and 19.
(6) Restriction on acquisition by assignment of the share acquisition rights to be newly
issuedApproval of the board of directors of the Reorganizing Party shall be required for
acquisition of the share acquisition rights to be newly issued through assignment.

16. How to request for exercise of the Share Acquisition Rights(1) The Share Acquisition Right holder intending to request for exercise of the Share
Acquisition Rights shall describe its name or business name and address, code of
the account for book-entry of the Company’s ordinary shares opened for itself(except for the special account stipulated in Article 131, Clause 3 of the Act on BookEntry Transfer of Company Bonds, Shares, etc. (hereafter “Book-Entry Law”) andother necessary matters in the exercise request form designated by the Company,
place its name and seal thereon, submit it to the place accepting request for exercise
listed in Clause 21 during the exercise period stipulated in Clause 12 and pay theamount calculated by multiplying the number of the Share Acquisition Rights subject
to such request for exercise by the Exercise Value (hereafter “Total Investment
Amount”) in cash into the account of the place accepting request for exercise
designated by the Company (hereafter “Designated Account”) through bank transfer.
(2) The person who has made request for exercise in accordance with this clausecannot revoke it thereafter.
(3) Request for exercise of the Share Acquisition Rights shall be in force on thetransaction day of request for exercise of the Share Acquisition Rights concerning
such request for exercise when the document required for request for exercise
arrives at the place accepting request for exercise and Total Investment Amountconcerning exercise of such Share Acquisition Rights is paid into the DesignatedAccount.
17. Restriction on assignment of share acquisition rights
Assignment of the Share Acquisition Rights shall require approval of the Company’sboard of directors.
18. Non-issuance of securities with share acquisition rights
The Company shall not issue the securities with the share acquisition rights for the Share
Acquisition Rights.
1419. Capital and capital reserve increasing when issuing the shares by exercise of the Share
Acquisition Rights
Amount of the capita increasing when issuing the Company’s ordinary shares by exerciseof the Share Acquisition Rights shall be a half amount of the limit amount of increase ofcapital, etc. calculated in accordance with Article 17, Clause 1 of the Corporate
Accounting Rules (any fraction under one (1) yen as a result of the calculation shall be
rounded out), and the amount calculated by deducting the amount of increasing capitalfrom such limit amount of increase of capital, etc., shall be the amount of the capitalreserve.
20. Issuance of shares
The Company shall notify the book-entry company of new record information of theCompany’s ordinary shares issued by exercise of the Share Acquisition Rights inaccordance with Article 130, Clause 1 of the Book-Entry Law immediately after request
for exercise of such Share Acquisition Rights is in force.
21. Place accepting request for exercise
Tamagawa Holdings, Co., Ltd. Management Planning Division
22. Payment transaction place
Kiraboshi Bank, Ltd. Tokyo Mirai Division
23. Miscellaneous(1) The Company may take necessary measures if amendment, etc. of the Companies
Act or other laws, replacement of the stipulation in the Requirements or othermeasures are required.
(2) In addition to the above, any decision of the matters required for issuance of the
Share Acquisition Rights shall be fully at discretion of the Company’s president.
(3) Issuance of the Share Acquisition Rights shall require occurrence of effect of thenotification under the Financial Instruments and Exchange Act.

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