June 3, 2020

Company
Name:
Representative:

Contact:

Tel:

Nihon Dempa Kogyo Co., Ltd.
Hiromi Katoh, Representative Directorand President
Code: 6779, First Section of the Tokyo
Stock Exchange
Michio Aoyama, Corporate Officer andGeneral Manager of Administration
Division
03-5453-6711

Notice of the Transfer of Subsidiary (stock transfer)
Nihon Dempa Kogyo Co., Ltd. ("NDK") announced that it has decided to transfer to Jiaxing Jiawang
Investment Partnership (Limited Partnership), which is an investment subsidiary of JIC Technology
Investment Co., Ltd. (“JICT”), a portion of the shares of NDK SAW Devices Co., Ltd. (“NSD”), a wholly
owned subsidiary of NDK, and has entered into a stock transfer agreement to achieve this.
Following the transfer of shares, NSD will be excluded from consolidated subsidiaries and will become an
equity-method affiliate.
Notably, with the conclusion of the Share Transfer Agreement decision-making authority is delegated to theRepresentative Director and President in line with the resolution of the Board of Directors held on May 26,
2020. NDK decided to officially conclude the agreement because it satisfied a range of conditions.
１．Reason for Transfer of shares
As announced in “Announcement of execution of TERM SHEET with regard to the establishment of a joint
venture company of Saw filter” dated March 18, 2020, NDK and its wholly owned subsidiary Hakodate NDKCo., Ltd. has negotiated with JICT to establish a joint venture company that develops, produces, and sells
SAW filters to be achieved by spinning off the development and manufacturing businesses related to the SAW
filter business that is currently handled by Hakodate NDK Co., Ltd.
In addition, as announced in “Notice Regarding Company Split (Absorption-type Split) for SAW Filter
Business” dated May 26, 2020, it has been resolved that the succession of the business related to thedevelopment and manufacturing of SAW filters operated by NDK and Hakodate NDK to NSD by the methodof the absorption-type split will be effective as of July 1, 2020 (planned) .
NDK succeeded in commercializing SAW filters using lithium niobate in 1979, and since then the Company
has been working to develop, produce, and sell SAW filters. The SAW filter is a device that extracts only thenecessary signals from a diverse range of radio waves in the air and is an important device that is installed in
information communication devices such as mobile phones. Recently, to respond to the expanding demand inthe Chinese market, NDK has been examining the prospects of business development through newpartnerships.
JICT is a leading technology investment company in China and is familiar with the electronic device market
including SAW filters. NDK determined that it was desirable to develop a business strategy together withJICT to secure competitiveness in the global market with a focus on the Chinese market, and therefore
decided to move forward on this transaction. Going forward, while leveraging the technological capabilities of
NDK and the capital and sales capabilities of JICT, we will work together to contribute to the development of
the SAW filter market and the information and communication society.
2. Outline of Subsidiary from Which Stock Is to Be Transferred① Company NameNDK SAW Devices Co., Ltd.

② Location

3-63 Suzuranokachō
Hakodate, Hokkaido③ President Name

Hiromi Katoh, Representative Director and President④ Details of Business

Manufacturing design and sales of surface acoustic wave (SAW) devices⑤ Paid-in Capital

JPY 1 million⑥ Date of Establishment

May 19, 2020

⑦ Investment Ratio

100.0% own by NDK⑧ Relationship between
NDK and the NewCompanyCapital
Relationship100% wholly owned subsidiary of NDK

Personnel
Relationship

One NDK director concurrently holds a position on
the board of the new company

Transactional
Relationship

Not applicable⑨ Business performance and financial status of the company over the last three years
Net Assets

JPY 1 million

Total Assets

JPY 1 million

Total Assets per Share

JPY 10,000（Note） NSD was established on May 19, 2020, consequently there are no business results for the last threeyears. Therefore in ⑨, business performance and financial status of the company over the last three years,
only the net assets, total assets and net assets per share are listed.
3. Outline of the Company Receiving Stock Transfer① Company Name

Jiaxing Jiawang Investment Partnership (Limited Partnership)② Location

Room 114-76, Building 1#, Fund Town, No.1856 Nanjiang Road, Nanhu
District, Jiaxing City, Zhejiang Province, the PRC③Yi DaiPresident Name

④ Details of BusinessBusiness Investment , Investment Management⑤ Date of Establishment

April 10, 2018

⑥ Relationship between
NDK and the NewCompany

CapitalRelationship

Not applicable

PersonnelRelationship

Not applicable

Transactional
Relationship

Not applicableApplicable
Relationships
with OtherParties

Not applicable（Note:1） The actual transferee is expected to be a newly established subsidiary of Jiaxing Jiawang
Investment Partnership (Limited Partnership)（Note: 2）Since the Company is an unlisted company, some private information is omitted.
4. Date of Transfer
Date of decision
Date of share transfer agreement
Stock transfer execution dateJune 3, 2020
June 3, 2020
August 31, 2020(planned),December 31, 2020(planned)

5. Number of shares transferred, transfer price and number of shares owned by the Company before and aftertransfer
Stock transfer on August 31, 2020(planned)
10,000 Shares（100%）① Number of shares owned before the transfer
5,100 Shares（ 51%）
② Number of shares to be transferred
Total (Approximate amount) JPY3.5 Billion③ Transfer price
4,900 Shares（ 49%）
④ Number of shares owned after the transfer※ NDK will have a voting rights share of 25% due to the share transfer to be executed on December 31,2020 (planned). The number of shares owned before the transfer, the number of shares transferred,
the transfer price, and the number of shares owned after the transfer will change due to the number ofshares issued and the number of shares allocated to NSD until December 31, 2020. Therefore, as theconditions are known NDK will make a prompt and timely disclosure.

6. Outlook
NDK expects that other operating income will be recorded due to the transfer of shares, and the impact on
profits will be disclosed as soon as it becomes clear.
EndThis translation is provided only to assist our English-speaking stakeholders in better understanding of ouroriginal press release. Since this might include slight variation in meaning due to translation, please refer tothe original linked to: https://www.ndk.com/jp/news/2020/1191103_j.pdf