January 15, 2018
For Immediate Release
Company name: TOPY INDUSTRIES, LIMITED
Representative: Nobuhiko Takamatsu, Presidentand CEO(Code number: 7231 Tokyo, Nagoyastock exchanges)
Contact: Shuichi Tachibana, General Manager,
General Affairs Department(TEL．03-3493-0777)

Notice Concerning Acquisition of Shares of Ring Techs Co., Ltd. (Conversion into a Subsidiary)

Topy Industries, Limited (hereinafter, “the Company”) hereby announces that the Company, at its Boardof Directors’ meeting held today, resolved to conclude a share transfer agreement with Nippon Steel &Sumitomo Metal Corporation (hereinafter, “NSSMC”), having examined the acquisition from NSSMC ofshares of Ring Techs Co., Ltd. (hereinafter “Ring Techs”), a wholly owned subsidiary of NSSMC, and to
make Ring Techs a subsidiary of the Company, in accordance with the announcement made as of March 8,
2017. The details are as follows.
1. Reasons for the share acquisition
The Company and Ring Techs manufacture and sell steel wheels for passenger cars and many different
types of wheels in Japan and abroad.
The business dealing with steel wheels for passenger cars will likely face an increasingly severe domestic
business environment in the future in Japan due to an inevitable slowdown in demand stemming from ashrinking population, which will result in decreases in car sales and installation rates. Meanwhile, demand
for automobiles is growing on a global basis, especially in emerging countries, and it is necessary tofurther strengthen the Company’s business base. Under these circumstances, with the aim of working
toward sustainable growth, the Company has decided to acquire Ring Techs based on the judgment that itis effective to promote the restructuring of the business operations of both companies as a single entity bymeans such as strengthening the systems of domestic and overseas businesses, technological innovationthat makes use of knowhow held by both companies and the utilization of experienced personnel.
This acquisition will allow the Topy Industries Group to stably and continuously provide customers withhigh quality and competitive products, and the Group aims to achieve sustainable growth anddevelopment.

-1-2. Overview of the company to be transferred (Ring Techs Co., Ltd.)(1) Name

Ring Techs Co., Ltd.

(2) Location

2670 TsurajimachoTsurushinden, Kurashiki-shi, Okayama

(3)
(4)

Position and name ofrepresentative

Koichi Tsuruoka, Representative Director & President

Description of Business

Manufacture and sales of automotive wheels, agricultural wheels andActivities

industrial vehicle wheels(5) Capital

500 million yen(6) Date of foundation

May 19, 1952

(7)

Major Shareholders andshareholding ratio
Relationshipbetween(8) the Company and Ring
Techs

Nippon Steel & Sumitomo Metal Corporation: 100.0%
Capital relationship

Not applicable

Personnel relationship

Not applicable

Business relationship

Not applicable(9) Business performance and financial condition of Ring Techs for the most recent three years
Fiscal year
Net assets

Fiscal 2014

Fiscal 2015

Fiscal 2016-426 million yen-388 million yen-378 million yen(-107 million yen)(-130 million yen)(-170 million yen)

6,304 million yen

6,079 million yen

6,022 million yen(9,456 million yen)

(9,135 million yen)

(8,609 million yen)

-267.50 yen-244.27 yen-237.36 yen

6,623 million yen

6,688 million yen

5,874 million yen(11,293 million yen)

(11,247 million yen)

(9,949 million yen)

32 million yen

5 million yen-76 million yen(61 million yen)

(39 million yen)

(45 million yen)

122 million yen

66 million yen

28 million yen(301 million yen)

(47 million yen)

(59 million yen)

81 million yen

59 million yen

17 million yen(257 million yen)

(49 million yen)

(35 million yen)

Profit per share

50.86 yen

37.05 yen

10.68 yen

Dividends per share

0.00 yen

0.00 yen

0.00 yen

Total assets
Net assets per share
Net sales
Operating profit
Ordinary profit
Profit*1. Ring Techs will have capital of 3,650 million yen through a capital increase before the share transfer
date and eliminate its excessive liabilities.
2. Although Ring Techs has subsidiaries, it has not prepared consolidated financial statements.
Accordingly, the above shows Ring Techs’s non-consolidated statements and the figures inparentheses represent the sum of Ring Techs and individual subsidiaries.
3. The exchange rates between the Japanese yen and foreign currencies are as of the rates at the end ofeach financial period.

-2-3. Overview of the company from which the shares will be acquired (NSSMC)
(1)

Name

Nippon Steel & Sumitomo Metal Corporation(2)

Location

2-6-1 Marunouchi, Chiyoda-ku, Tokyo(3)

Position and name ofrepresentative

Kosei Shindo, President

Description of Business

Steelmaking and steel fabrication, Engineering, Chemicals, New

Activities

materials, System solutions(5)

Capital419,524 million yen(6)Date of foundation

April 1, 1950

(7)

Consolidated net assets

3,291,015 million yen(8)Consolidated total assets 7,261,923 million yen

(4)

(9)

Major Shareholders andshareholding ratio

Japan Trustee Services Bank, Ltd. (trust account):

4.1%

The Master Trust Bank of Japan, Ltd. (trust account):

3.4%

Nippon Life Insurance Company:

2.6%

The Company holds 0.1% of the total issued shares ofCapital

NSSMC.

relationship

NSSMC holds 20.00% of the total issued shares of theCompany.

Relationship(10) thebetween

Companyand

NSSMC

Personnel
relationship
Businessrelationship
Status ofrelated parties

Not applicable
The Company purchases raw materials from NSSMC.
The Company also sells its products to NSSMC.
The Company has business alliances with NSSMC.
Not applicable

4. Status of the number of shares acquired, acquisition price and number of shares held prior to and afterthe acquisition
(1)

(2)

Number of shares held
prior to transfer
Numberof0 shares(Number of voting rights: 0)(Percentage of voting rights held: 0.0%)

sharesacquired

1,600,000 shares(Number of voting rights: 1,600,000)
The Company refrains from disclosing the acquisition price from theperspective of confidentiality obligations under the share transfer(3) Acquisition priceagreement. In order to ensure fairness and appropriateness, the acquisition
price has been determined based on independent evaluations andrecommendations from third party professional bodies.

(4)

Number of shares held
after transfer

1,600,000 shares(Number of voting rights: 1,600,000)(Percentage of voting rights held: 100.0%)-3-

5. Schedule
Date of resolution of(1) the Board of Directors’ January 15, 2018
meeting(2)(3)

Date of conclusion ofagreement
Dateofacquisition

share

January 15, 2018
February 15, 2018 (planned)

6. Future outlook
The Company is currently investigating the impact which this acquisition will make on the Company’sconsolidated business results for the fiscal year ending March 31, 2018 and will disclose any revision ofresults forecast or any other matters promptly, whenever it determines the disclosure to be necessary.

End.
(Reference) Consolidated results forecast for the current fiscal year (announced November 2, 2017) andconsolidated business results for the immediately preceding fiscal year
Consolidated net

Consolidated

Consolidated

Profit attributablesales

operating profit

ordinary profit

to owners of parent

Million yen

Million yen

Million yen

Million yen

Consolidated business
forecast for thecurrent fiscal year

233,000

8,500

8,600

5,500

208,237

7,180

6,116

7,191

(fiscal year ending
March 31, 2018)
Consolidated businessresults for theprevious fiscal year
(fiscal year ended
March 31, 2017)-4-