May 11, 2021
Company name: Osaki Electric Co., Ltd.
Representative: Chairman and CEO
Yoshihide Watanabe(Code: 6644, TSE 1st Section)
Contact: Director and Managing Executive Officer
Head of Corporate Strategy Division
Ryuichi Ueno
Notice of Transfer of Shares in a Consolidated Subsidiary
and Recording of an Extraordinary Gain
Osaki Electric Co., Ltd. (Tokyo, hereinafter “Osaki”) announces that at a meeting of the Board of Directors
held on May 11, 2021, the Company resolved that its subsidiary EDMI Limited (Singapore, hereinafter“EDMI”) to transfer all shares in Quantum Automation Pte Ltd (Singapore, hereinafter “QA”), a wholly
owned subsidiary of EDMI, to Totech Corporation (hereinafter “Totech”). Accordingly, QA will be out of theOsaki’s scope of consolidation, and Osaki plans to record the extraordinary gain in the fiscal year ending
March 31, 2022.
Details are as follows.
1. Reason of the stock transfer
Since acquiring OSAKI United International Pte. Ltd. (hereafter “OUI”) in 2012, Osaki has sought toexpand in global markets through its subsidiaries; electricity meter business through EDMI and building
automation business through QA.
By selling QA, which mainly provides building automation systems, Osaki will concentrate its overseas
management resources on the meter and solutions business, the Group’s core business, to maximize the its
enterprise value in global markets. Osaki will effectively use the cash to be generated from the stocktransfer for working capital of EDMI to accelerate its growth, as well as investments such as M&A.
2. Outline of EDMI
(1) Name

EDMI Limited(2) Address

47 Yishun Industrial Park A, Singapore 768724(3) Title and name of representative

Chief Executive Officer： How New Seng

(4) Business

Development, manufacture and sale of electric meters and relatedsolutions(5) Capital

54,346 thousand Singapore dollars

13. Outline of the subsidiary to be sold (QA)
(1) Name

Quantum Automation Pte Ltd(2) Address

9 Senoko Drive Singapore 758197(3)

Title and name ofrepresentative

Director and Chief Executive Officer: Ng Cheng Leng

(4) Business

Development, integration and maintenance of building automation systems(5) Capital

2,000 thousand Singapore dollars(6) Established

December 3, 1979

(7)

(8)

Major shareholder and its
shareholding

Relationships betweenOsaki and QAEDMI Limited 100%
CapitalrelationshipAs stated in (7) above, Osaki indirectly owns a 100%
stake in QA.

Human resource
relationship

Not applicable

Businessrelationship

Not applicable(9) Consolidated operating results and financial position for the past three years(thousand U.S. dollars)
Fiscal Year ended
December 2018

Fiscal Year ended
December 2019

Consolidated net assets

10,201

12,732

16,098¥1,666 million

Consolidated total assets

19,236

21,59625,834¥2,673 million

Consolidated total assets
per share

U.S. $5.10

U.S. $6.37

U.S. $8.05¥833.08

Consolidated net sales

28,91029,95322,020¥2,350 million

Consolidated operating
income

2,312

2,606

1,469

¥156 million

Consolidated ordinary income

2,520

2,833

3,294

¥351 million

Consolidated net income

2,186

2,375

3,008

¥321 million

Consolidated net income
per share

U.S. $1.09

U.S. $1.19

U.S. $1.50¥160.62－－－－

Dividends per share* Exchange rates for the Fiscal Year ended December 2020 are as follows:
Year-end rate: 103.50 yen against the U.S. dollar
Average for the year: 106.76 yen against the U.S. dollar

2

Fiscal Year ended
December 2020 *4.

Outline of the transferee(1)

NameTotech Corporation(2)

Address

3-11-11 Nihonbashi Honcho, Chuo-ku, Tokyo(3)

Title and name of representative

Representative Director and President, Katsumi Nagao(4)

Business

Sale, installation, and maintenance of air conditioning, energysaving and control equipment; instrumental work anddevelopment, installation and maintenance of other construction
work

(5)

Capital¥1,857 million (as of December 31, 2020)(6)

Established

July 6, 1955

(7)

Consolidated net assets¥36,330 million (as of December 31, 2020)(8)

Consolidated total assets¥81,238 million (as of December 31, 2020)

Major shareholders and theirshareholding ratio(as of September 30, 2020)

Nippon Ray Co., Ltd; 12.87％
Daikin Industries, Ltd. 7.31％
BBH FOR FIDELITY LOW－PRICED STOCKFUND(PRINCIPAL ALL SECTOR SUBPORTFOLIO) 6.47％
Totech Employee Stock Ownership 6.37％
Mizuho Bank, Ltd. 4.90％
Sumitomo Mitsui Banking Corporation 4.90％
Sumitomo Corporation 4.61％
Kazuyuki Kusano 2.87％
Showa Manufacturing Co., Ltd. 2.76％
The Master Trust Bank of Japan, Ltd. 2.67％

(9)

(10)

Relationships between Osakiand Totech

Capital relationship

Not applicable

Human resourcerelationship

Not applicable

Business relationship

Not applicable

Related party or not

Totech is not a related party ofOsaki. No persons concernedwith or affiliates of Totech arerelated parties of Osaki.

35.

Number of shares to be transferred, transfer price, and number of shares held before and after the transfer(1)

Number of shares held
before the transfer

2,000,000 shares(Number of voting rights: 2,000,000)(Ratio of voting rights owned: 100%)(2)

Number of shares to be transferred

2,000,000 shares(Number of voting rights: 2,000,000)(Transfer price: U.S. dollar equivalent to 4 billion yen)(3)

Number of shares held
after the transfer0 share(Number of voting rights: 0)(Ratio of voting rights owned: 0%)

6.

Schedule(1)

Resolution of Board of Directors

May 11, 2021

(2)

Conclusion of agreement

May 11, 2021

(3)

Stock transfer

September 30, 2021 (planned)

7.

Outlook
In association with the stock transfer, the Company will record the extraordinary gain of 1.68 billion
yen in the Second half of Fiscal Year ending March 31, 2022. This extraordinary gain is included in theConsolidated Forecasts for the Fiscal Year ending March 31, 2022 announced today.
* The forecast of 1.68 billion yen of the extraordinary gain may differ depending on such factor as achange in the exchange rate.

End of notice4