November 14, 2018
To Whom It May Concern
Company Name:
Representative:

Listing:
Securities Code:Inquiries:

Telephone:

YONDOSHI HOLDINGS INC.
Saishi Kimura
Chairman and Representative
Director, CEOFirst Section, Tokyo Stock Exchange
8008
Masahiko Nishimura
Director and Executive Officer
responsible for Finance+81-3-5719-3429

Notice Concerning Higher Tax Expenses and Adjustments to the Business Results
Forecast Coinciding with the Transfer of Shares in an Equity-method Related Affiliate
YONDOSHI HOLDINGS INC. ("the Company"), at its Board of Directors' meeting held on November 14,
2018, passed a resolution to transfer part of the shares (hereinafter, "the Share Transfer") in the Company'sequity-method affiliate Fuji Co., Ltd. (Matsuyama, Ehime Prefecture, Executive Chairman and CEO, Hideo
Ozaki, hereinafter, "Fuji") that are held by the Company's consolidate subsidiary AS’TY, Inc. (hereinafter,"AS’TY") to Aeon Co., Ltd. (Chiba, Chiba Prefecture, Group CEO, President, Representative Executive
Officer & Director, Motoya Okada, hereinafter, "Aeon") by February 28, 2019.
This move is expected to result in higher tax expenses, which are detailed below along with theadjustments to the consolidated business results forecast for the period ending February 2019.

1. Reason for the Share Transfer
In working to become a highly reliable and trustworthy Group, the Company is executing medium- andlong-term investments, and such, that are primarily focused on the core jewelry business. Aimed atconnecting to earnings growth, these initiatives will work to further enhance corporate value.
As part of the Group's capital policy and under the agreement of both AS’TY and Aeon, the Company
determined to transfer a part of the AS’TY held shares in Fuji to Aeon by February 28, 2019.
As a result, Fuji will no longer be an equity-method affiliate of the Company from the period ending
February 2020.

2. Overview of the Company to Be Transferred
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Name
Address
Title and Name of theRepresentative
Description of business
Paid-in Capital
Date of Establishment
Major Shareholders andFuji Co., Ltd.
1-2-1 Miyanishi, Matsuyama, Ehime Prefecture
Executive Chairman and CEO, Hideo Ozaki
Chain store business (retail sales of food, clothing, daily commodities, etc.)¥19,407,000,000 (as of August 31, 2018)
September 12, 1967
AS’TY Inc.

120.83%

Shareholding Ratio(as of August 31, 2018)

FUJI Mutual Benefit Society
6.37%
FUJI SHIN-EIKAI
3.82%
The Dai-Ichi Life Insurance Company, Limited
3.31%
The Iyo Bank, Ltd.
3.04%
The Hiroshima Bank, Ltd.
3.04%
The Ehime Bank, Ltd.
3.04%
Japan Trustee Services Bank, Ltd. (Trust Account #4)
2.32%
Japan Trustee Services Bank, Ltd. (Trust Account)
1.89%
The Momiji Bank, Ltd.
1.71%
As a consolidated subsidiary of the Company, AS’TY holds
20.83% of the issued shares, and is the largest shareholder in the
Capital Ties
company to be transferred.
The Company applies the equity-method when assessing thecompany to be transferred.
Ties Between the Company
No relevant ties between the Company or the Company's
and the Company to Be
Personnel Ties
(8)
consolidated subsidiaries, and the company to be transferred.
Transferred
As a consolidated subsidiary of the Company, AS’TY is involved
Business Ties
in outlet leasing transactions, and such, with the company to betransferred.
Standing of theThe company to be transferred is an equity-method affiliate ofRelevant Partiesthe Company.
(9)
Consolidated Operating Results and Consolidate Financial Status for the Most Recent Three Years for the Company to Be
TransferredFiscal Year Year Ended February 2016
Year Ended February 2017
Year Ended February 2018
Consolidated Net Assets¥65,271,000,000¥70,667,000,000¥84,357,000,000
Consolidated Total Assets¥157,550,000,000¥158,589,000,000¥160,362,000,000
Consolidated Net Assets per¥1,846.06¥1,998.39¥2,201.17
Share
Consolidated Sales¥300,225,000,000¥299,229,000,000¥298,573,000,000
Consolidated Operating Income¥7,052,000,000¥7,195,000,000¥7,238,000,000
Consolidated Ordinary Income¥7,926,000,000¥8,309,000,000¥8,938,000,000
Profit Attributable to Owners of¥3,550,000,000¥4,812,000,000¥5,602,000,000
ParentConsolidated Net Income Per Share¥100.63¥136.42¥155.17
Dividend Per Share
¥15
¥15
¥20

3. Overview of the Recipient of the Share Transfer
(1)
(2)
(3)

Name
Address
Title and Name of theRepresentative(4)

Description of Business

(5)
(6)
(7)
(8)

Paid-in Capital
Date of Establishment
Consolidated Net Assets
Consolidated Total Assets(9)

Major Shareholders andShareholding Ratio(as of August 31, 2018)(10)

Ties Between the Company
and the Recipient of theShare Transfer

Aeon Co., Ltd.
1-5-1 Nakase, Mihama-ku, Chiba, Chiba PrefectureGroup CEO, President, Representative Executive Officer & Director, Motoya Okada
A holding company involved in administering the business activities of the company to
be transferred through the ownership of shares and equity in retailers, developers,
financial companies, services companies, and businesses related to these.
¥220,007,000,000 (as of August 31, 2018)
September 21, 1926
¥1,916,737,000,000 (as of February 28, 2018)¥9,452,756,000,000 (as of February 28, 2018)
The Master Trust Bank of Japan, Ltd. (trust account)
5.09%
Mitsubishi Corporation
4.64%
Mizuho Bank, Ltd.
3.82%
Japan Trustee Services Bank, Ltd. (Trust Account)
3.82%
AEON Environmental Foundation
2.47%
The Cultural Foundation of Okada
2.42%
The Norinchukin Bank
2.08%
Japan Trustee Services Bank, Ltd. (Trust Account #5)
1.68%
Employee's stockholding association
1.47%
Aeon Mutual Benefit Society (Nomura Securities account)
1.37%
No relevant ties between the Company or the Company's
Capital Ties
consolidated subsidiaries, and the recipient.
No relevant ties between the Company or the Company's
Personnel Tiesconsolidated subsidiaries, and the recipient.
No relevant ties between the Company or the Company's
Business Ties
consolidated subsidiaries, and the recipient.
Standing of theNo relevant ties between the Company or the Company's
Relevant Parties
consolidated subsidiaries, and the recipient.

24. Number of Shares Transferred and Status of Shares Held Before and After Transfer(1)

Number of Shares Held Before
Transfer

7,977,316 shares(Percentage of voting rights: 20.87%)(2)

Number of Shares Transferred

3,637,300 shares(3)

Transfer Value¥7,725,000,000(4)Number of Shares Held AfterTransfer

4,340,016 shares(Percentage of voting rights: 11.35%)

5.

Effect on Business Results

Coinciding with the Share Transfer, in the consolidated business results for the period ending February
2019, AS’TY will post a gain on sales of stocks of subsidiaries and affiliates, whereas the consolidated
group expects to post a loss on sales of stocks of subsidiaries and affiliates as an extraordinary loss ofapproximately ¥300 million.
Moreover, the third-quarter consolidated business results for the period ending February 2019 are
expected to generate tax expenses related to the Share Transfer of approximately ¥1.9 billion. As a result,profit attributable to owners of parent is expected to be affected and decline by approximately ¥2.2 billion.
In response, the business results forecast has been adjusted.

Adjusted Consolidated Business Results Forecast for the Period Ending February 2019 (March 1, 2018 February 28, 2019)

million yen
48,000

million yen
5,300

million yen
6,850

Profitattributable toowners of parent
million yen
5,000

48,000

5,300

6,850

2,800

00.0

00.0

00.0

－2,200－44.0

48,0606,1027,562

5,293

OperatingIncome

Net sales
Previously Announced
Forecast (A)Current Adjusted Forecast(B)Change in Value (B-A)
Rate of Change (%)(Reference) Previous Period
Results(Period ending February2018)3

Ordinary Income

Net Income Per
Share
Yen Sen
194.71109.04206.80