August 7, 2024
Company: Harmonic Drive Systems Inc.
Akira Maruyama, President and Representative Director(Securities Code: 6324 Tokyo Stock Exchange Standard Market)
Contact: Tetsuya Shiokawa, Executive Officer
Phone: +81-3-5471-7810

Notice of Company Split into a Subsidiary (Simplified Absorption-Type Split)
Harmonic Drive Systems Inc. (hereinafter “the Company”) hereby announces that it adopted aresolution at a meeting of the Board of Directors held on August 7, 2024 to transfer its mechatronic
product manufacturing business to its wholly owned subsidiary, Harmonic Winbel Inc. (hereinafter“HWB”), effective October 1, 2024 (hereinafter “the Company Split”).
Since the Company Split is a simplified absorption-type company split in which a wholly owned
subsidiary of the Company assumes the business of the Company, certain disclosure items anddetails have been omitted.

1.

Purpose of the Company Split
Demand for mechatronic products offered by the Harmonic Drive Systems Group is expected toincrease driven by the expansion of data centers and capital investment in line with the risingdemand for advanced semiconductors essential for generative AI. To ensure that the HarmonicDrive Systems Group captures this growth opportunity, the Company will execute the Company
Split to further strengthen the Group as a whole by efficiently allocating manufacturing bases,
effectively utilizing assets, and stabilizing and optimizing business operations.

2.

Overview of the Company Split(1) Schedule of the Company Split
Date of the Company Split resolution by the Board of Directors August 7, 2024
Date of conclusion of the Company Split agreement

August 7, 2024

Effective date of the Company Split

October 1, 2024 (plan)(2) Method of the Company Split
The Company Split will be an absorption-type split with the Company as the splitting
company and HWB as the succeeding company.
(3) Allotments related to the Company Split
Since HWB is a wholly owned subsidiary of the Company, there will be no share allotment
or other consideration given as a result of the Company Split.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights in connection
with the Company Split
There will be no changes to the treatment of stock acquisition rights and bonds with stockacquisition rights upon completion of the Company Split.

-1-(5) Changes in capital as a result of the Company SplitThere will be no changes in capital upon completion of the Company Split.
(6) Rights and obligations to be transferred to the succeeding company
The assets, liabilities, contractual status and other rights and obligations related to thebusiness to be succeeded to, will be succeeded as stipulated in the absorption-typecompany split agreement.
(7) Prospect for fulfillment of obligations
The Company has determined that there will be no issues concerning the outlook for thefulfillment of obligations upon completion of the Company Split.
3.

Overview of companies involved in the Company Split (as of March 31, 2024)
Splitting Company(1)Company nameSucceeding Company

Harmonic Drive Systems Inc.

Harmonic Winbel Inc.

6-25-3 Minami-Oi, Shinagawa-ku,
Tokyo
Akira Maruyama,
President and Representative
Director
Manufacturing and sales ofmechatronic products and speed
reducers mounted in industrial
robots, semiconductor
manufacturing equipment, andother applications

8172-60 Akaho, Komagane-shi,
Nagano Prefecture
Takahisa Tezuka,
President and Representative
Director(5)Capital¥7,100 million¥45 million(6)Date of establishment

October 1970

June 1994(7)Total number of issued
shares96,315,400 shares

740 shares(8)Fiscal year-end

March 31

March 31(9)Employee count523 employees (nonconsolidated)

46 employees (nonconsolidated)(10)Major shareholders andshareholding ratio

KODEN Holdings Co.,Ltd.
SSBTC CLIENTOMNIBUS ACCOUNTThe Master Trust
Bank of Japan, Ltd.
(Trust Account)(2)Location(3)Representative(4)Business activities

Development, mass production
support, manufacturing andsales of various motors

35.26%
7.43%

Harmonic Drive
Systems Inc.

100.00%

3.95%(11)Financial position and operating results for the latest fiscal year
Fiscal year

FY03/24 (consolidated)

FY03/24 (non-consolidated)

Net assets¥79,401 million¥342 million

Total assets¥119,142 million¥531 million-2-Splitting Company
Net asset per share

Succeeding Company¥836.02¥462,997.24¥55,796 million¥538 million

Operating profit (loss)¥124 million(¥10 million)

Ordinary profit (loss)¥570 million(¥9 million)(¥24,806 million)(¥5 million)(¥261.00)(¥7,100.14)

Net sales

Profit (loss) attributable toowners of the parent
Earnings per share※ Shareholding ratios of major shareholders of Harmonic Drive Systems Inc. are
calculated excluding treasury shares.
4.

Overview of business to be split from the Company(1) Business activities of the business to be split from the Company
Mechatronic product manufacturing business(2) Operating results of the business to be split from the Company (FY03/24 results)
Net sales: ¥3,240 million(3) Assets and liabilities to be split
AssetsItem
Current assets
Non-current assets
Total※5.

Liabilities
Book value¥1,095 million¥104 million¥1,199 million

ItemBook value

Current liabilities¥－million

Non-current
liabilities¥－million

Total¥－million

The above amounts are calculated based on the balance sheet as of June 30, 2024,
and the actual amount to be succeeded will be the above amount plus any changes
up to the day before the effective date.

Conditions following the Company Split
There will be no change in the trade name, location, representative, business activities(excluding the business subject to the Company Split), capital, or fiscal year end of theCompany or the succeeding company as a result of the Company Split.

6.

Outlook
Since the Company Split involves the Company and its wholly owned subsidiary, the impactof the split on the Company's consolidated results will be minimal.

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