October 31, 2023

First Half Earnings Report for Fiscal Year 2023, Ending March 31, 2024
[Japanese Standards] (Consolidated)
Company name:Securities code:
Representative:

Ryosan Company, Limited
Stock listing: Prime Market, Tokyo Stock Exchange
8140
URL https://www.ryosan.co.jp/
Kazuhiko Inaba, Representative Director, President
Hideo Yuasa, Executive Officer,
Inquiries:
TEL: +81-3-3862-2591
General Manager, Finance and Accounting Headquarters
Scheduled filing date of quarterly earnings report:
November 14, 2023
Scheduled payment date of dividend:
November 29, 2023
Supplementary materials for the quarterly financial results:
Yes
Investor conference for the quarterly financial results:
Yes (for security analysts and institutional investors)(Millions of yen rounded down)

1. Consolidated results for the first half of fiscal year 2023 (April 1, 2023 to September 30, 2023)(1) Consolidated operating results (Cumulative)(% change compared with the same period of the previous fiscal year (YoY))
Profit attributable to
Net sales
Operating income
Ordinary income
owners of parent
Millions of yen%

Millions of yen%

Millions of yen%

Millions of yen%

147,438(12.1)

6,610(26.6)

4,947(24.9)

3,423(23.5)First Half, Fiscal Year 2022
167,73135.0
9,007(Note) Comprehensive income
First Half, Fiscal Year 2023: 7,275 million yen (11.1% negative)
First Half, Fiscal Year 2022: 8,179 million yen (194.9%)

119.8

6,587

62.3

4,475

53.8

First Half, Fiscal Year 2023

Basic earnings per
share

Diluted earnings per
share

Yen

First Half, Fiscal Year 2023
First Half, Fiscal Year 2022

Yen

146.05191.02――(2) Consolidated financial position
Total assets

Net assets

Net assets to total assets

Millions of yen

Millions of yen%

September 30, 2023
192,204
March 31, 2023
188,188(Reference) Shareholders’ equity
September 30, 2023: 107,904 million yen
March 31, 2023: 102,731 million yen

107,904
102,73156.1
54.6

Net assets per shareYen

4,603.01
4,383.09

2. Dividends
Dividends per share (Yen)End of 1Q
Yen

Fiscal Year 2022―
Fiscal Year 2023―
Fiscal Year 2023 (Forecast)(Note) Revision of dividend forecasts: None

End of 2Q

End of 3Q

Yen

75.00
60.00

Yen

End of 4Q

Annual
Yen

Yen

―

90.00

165.00―90.00

150.00Fiscal Year 2022 Interim dividend breakdown: 75 yen (ordinary)Fiscal Year 2022 Year-end dividend breakdown: 90 yen (ordinary)Fiscal Year 2023 Interim dividend breakdown: 60 yen (ordinary)Fiscal Year 2023 Year-end dividend breakdown (forecast): 50 yen (ordinary), 40 yen (commemorative)

3. Forecast of results for the fiscal year 2023 (April 1, 2023 to March 31, 2024)
Net sales
Millions of yen(% figures represent year-on-year increase or decrease)
Basic earnings
Ordinary income
Profitper share

Operating income% Millions of yen%

Millions of yen%

Millions of yen%

Yen

Full fiscal year
270,000 (17.1)
8,000(Note) Revision of financial results forecasts: None

(48.1)

7,000(47.6)

5,000(45.8)

213.39* Notes(1) Transfer of major subsidiaries during the scope of consolidation of these six months ended September 30, 2023 (transfer of specified
subsidiaries in line with changes in the consolidated range): NoneNew:

－ (Company name:)

Excluded:－ (Company name:)(2) Application of accounting procedures specific to preparing quarterly financial statements: None
(3) Changes in accounting principles, changes in accounting estimates, and restatements
1) Changes in accordance with revisions to accounting standards and related practices of accounting principles: None
2) Changes in items of accounting principles other than 1) above: None
3) Changes in accounting estimates: None
4) Restatements: None
(4) Number of shares issued and outstanding (common shares)
1. Total number of shares issued andoutstanding (including treasury shares) at theperiod-end:

September 30,
2023

2. Total number of treasury shares at the

September 30,

period-end:

2023

3. Average number of shares outstanding
during the period (Cumulative total for thequarterly consolidated period)First Half, Fiscal
Year 2023

25,000,000 shares

March 31, 2023

25,000,000 shares

1,557,771 shares

March 31, 2023

1,561,844 shares

23,439,215 sharesFirst Half, Fiscal
Year 2022

23,428,101 sharesThis quarterly consolidated earnings report is not subject to the quarterly review by certified public accountants or auditing
corporations.
Caution with respect to forward-looking statements
The estimates referred in this report are based on the information available as of the date of this release. Ryosan Company Limited(Ryosan) does not promise the realization of the estimates in this report. The actual results may significantly differ from the estimates due
to a variety of factors. For details on the conditions that form the assumptions used for earnings forecasts and notes on using earnings
forecasts, please refer to appendix page 3, "1. Qualitative Information Regarding this Quarterly Statement (3) Qualitative Information
Concerning Consolidated Forecast and Other Future Predictions."

○Table of contents of the appendix
1. Qualitative Information Regarding this Quarterly Statement ........................................................................................................... 2(1) Qualitative Information Concerning Consolidated Operating Results .................................................................................. 2(2) Qualitative Information Concerning Consolidated Financial Position .................................................................................. 3(3) Qualitative Information Concerning Consolidated Forecast and Other Future Predictions .................................................. 3
2. Consolidated Quarterly Financial Statements and Main Notes ........................................................................................................ 4(1) Consolidated Quarterly Balance Sheet .................................................................................................................................. 4(2) Consolidated Quarterly Statement of Income and Consolidated Quarterly Statement of Comprehensive Income ............... 6
Consolidated Quarterly Statement of Income
Scope of Consolidation of this First Half Period ........................................................................................................ 6
Consolidated Quarterly Statement of Comprehensive Income
Scope of Consolidation of this First Half Period ........................................................................................................ 7(3) Consolidated Quarterly Statements of Cash Flows ............................................................................................................... 8(4) Notes Regarding Consolidated Quarterly Financial Statements ............................................................................................ 9(Notes Regarding Going Concern) ........................................................................................................................................ 9(Notes Regarding Substantial Changes in Shareholders’ Equity).......................................................................................... 9(Segment Information) .......................................................................................................................................................... 9(Important Subsequent Events) ............................................................................................................................................. 11-1-

1. Qualitative Information Regarding this Quarterly Statement(1) Qualitative Information Concerning Consolidated Operating Results1) Overview
During the consolidated first half of fiscal year 2023 (April 1 to September 30, 2023), uncertainty about the outlook
for the global economy persisted. Geopolitical risk intensified, monetary tightening continued and exchange-rate
trends fluctuated, while prices of resources and materials rose.
The Japanese economy proceeded on a keynote of gradual recovery. Optimism was tempered, however, as acontinuing rise in the prices of goods and swings in financial and capital markets counseled caution.
Against this macroeconomic background, mixed conditions prevailed in the electronics industry, Ryosan’s main
field. Easing of supply shortages restored overall calm to supply chains that had become disorderly, but some fields,such as industrial equipment, remained in an adjustment phase on the global scene, amid a worldwide squeeze in IT
investment.
Although revenues of Ryosan increased for the consumer, communications and automotive segments in 2Q
compared to 1Q, the first half revenue declined against the same period of the previous fiscal year, as themacroeconomic picture normalized and supply challenges eased. In the consolidated first half under review, net sales
shrank to 147,438 million yen (down 12.1% from the same period of the previous fiscal year), operating income fell
to 6,610 million yen (down 26.6%), under pressure from decreased revenue despite measures to rein in selling, generaland administrative expenses. Ordinary income similarly fell to 4,947 million yen (down 24.9%), while profit
attributable to owners of parent contracted to 3,423 million yen (down 23.5%).
2) Business Segment Information
a. Devices
Sales of automotive products increased in 2Q in comparison with 1Q, but against the first half of the previous
fiscal year, revenues retreated, weighed down by the macroeconomic environment and the easing of supply
shortages described above. Net sales slid to 131,108 million yen (down 10.4% from the same period of the previous
fiscal year) and operating income dropped to 5,754 million yen (down 30.5%).
b. Solutions
Revenues increased in 2Q in comparison with 1Q in the consumer, communications and automotive sectors. In
the consolidated first half under review, facility equipment sales were favorable but large projects in thecommunications sector came to an end. Net sales contracted to 16,330 million yen (down 23.9% from the same
period of the previous fiscal year), while operating income shrank to 838 million yen (down 28.2%).

-2-

(2) Qualitative Information Concerning Consolidated Financial Position
As of September 30, 2023, total assets increased by 4,015 million yen compared with the end of the previous fiscal
year, to 192,204 million yen.
Also, net assets increased by 5,173 million yen compared with the end of the previous fiscal year, to 107,904
million yen, with the ratio of net assets to total assets being 56.1%.
Overview of Cash Flows
As of September 30, 2023, cash and cash equivalents decreased by 76 million yen compared with the end of theprevious fiscal year, to 16,675 million yen.
Net cash provided by (used in) operating activities
Regarding cash flow from operating activities in this consolidated first half period, funds in total increased by
5,762 million yen. Profit before income taxes was 4,947 million yen and notes and accounts receivable – tradedecreased by 6,994 million yen. For a comparison, in net cash from operating activities in the same period of theprevious fiscal year, funds had increased by 2,011 million yen.
Net cash provided by (used in) investing activities
Regarding cash flow from investing activities in this consolidated first half period, funds in total decreased by
253 million yen due to such factors as purchases of property, plant and equipment. For a comparison, in net cashfrom investing activities in the same period of the previous fiscal year, funds had decreased by 154 million yen.
Net cash provided by (used in) financing activities
Regarding cash flow from financing activities in this consolidated first half period, funds in total decreased by
6,237 million yen. Short-term loans payable decreased by 4,029 million yen and cash dividends paid amounted to2,107 million yen. For a comparison, in net cash from financing activities in the same period of the previous fiscal
year, funds had decreased by 259 million yen.
(3) Qualitative Information Concerning Consolidated Forecast and Other Future Predictions
The forecast of consolidated business results is unchanged from the forecast published on May 15, 2023.

-3-

2. Consolidated Quarterly Financial Statements and Main Notes(1) Consolidated Quarterly Balance Sheet(Millions of yen)
Fiscal Year Ended
March 31, 2023
(As of March 31, 2023)

Second Quarter of the Fiscal
Year Ending March 31, 2024
(As of September 30, 2023)

ASSETS
Current assets
Cash and deposits

16,76016,675

Notes and accounts receivable – trade95,11590,882Inventories

47,69751,601

Accounts receivable – other

14,345

17,342

Other

649

742

Allowance for doubtful accounts

(645)

(442)

173,923

176,802

Buildings and structures, net

2,539

2,527

Land

5,179

5,181

Leased assets, net

451

763

Other, net

193

270

8,364

8,742

1,059

1,096

Investment securities

3,474

4,184

Deferred tax assets

398

386

Other

1,069

1,050

Allowance for doubtful accounts

(100)

(57)

Total investments and other assets

4,842

5,563

14,265

15,402

188,188

192,204

Total current assets
Non-current assets
Property, plant and equipment

Total property, plant and equipment
Intangible assets
Investments and other assets

Total non-current assets
Total assets-4-

(Millions of yen)
Fiscal Year Ended
March 31, 2023
(As of March 31, 2023)

Second Quarter of the Fiscal
Year Ending March 31, 2024
(As of September 30, 2023)

LIABILITIESCurrent liabilities
Accounts payable – trade

39,99942,239

Short-term loans payable

33,70333,022

157

205

Accounts payable – other

3,863

2,632

Accrued expenses

2,497

1,588

Income taxes payable

2,631

1,138

483

718

83,336

81,545

Lease obligations

318

619

Deferred tax liabilities

797

1,359

Net defined benefit liability

838

718

Asset retirement obligations

24

24

Other

142

33

2,120

2,754

85,457

84,299

Capital stock

17,69017,690Capital surplus

19,114

19,114Retained earnings

65,35866,670Treasury shares(6,458)(6,449)Total shareholders’ equity

95,70597,026

1,443

1,894

1

7

Foreign currency translation adjustment

5,649

9,051

Remeasurements of defined benefit plans

(67)

(74)

Total accumulated other comprehensive income

7,026

10,878

Total net assets

102,731

107,904

Total liabilities and net assets

188,188

192,204

Lease obligations

Other
Total current liabilities
Non-current liabilities

Total non-current liabilities
Total liabilities
NET ASSETS
Shareholders’ equity

Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges-5-(2) Consolidated Quarterly Statement of Income and Consolidated Quarterly Statement of Comprehensive Income(Consolidated Quarterly Statement of Income)(Scope of Consolidation of this First Half Period)(Millions of yen)First Half of the Fiscal Year
Ended March 31, 2023

First Half of the Fiscal YearEnding March 31, 2024

(April 1, 2022 to Sept. 30, 2022)(April 1, 2023 to Sept. 30, 2023)

167,731
150,158
17,573
8,565
9,007

147,438
133,307
14,130
7,520
6,610

14
40
26
145
24
116
367

28
45
62
0
24
78
239

388
2,387
11

867
1,025
9

2,787
6,587

1,902
4,947

0
0
6,588
2,113
4,475
4,475

4,947
1,524
3,423
3,423

Net sales
Cost of Sales
Gross Profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Share of profit of entities accounted for using equity method
Commission fee
Rent income
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Foreign exchange losses
Miscellaneous loss
Total non-operating expenses
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Total extraordinary income
Profit before income taxes
Income taxes
ProfitProfit attributable to owners of parent-6-

(Consolidated Quarterly Statement of Comprehensive Income)(Scope of Consolidation of this First Half Period)(Millions of yen)First Half of the Fiscal Year
Ended March 31, 2023

First Half of the Fiscal YearEnding March 31, 2024

(April 1, 2022 to Sept. 30, 2022)(April 1, 2023 to Sept. 30, 2023)

4,475

3,423

(17)
(2)
3,727
(3)
3,704
8,179

450
5
3,402
(6)
3,852
7,275

8,179

7,275

ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Total other comprehensive income
Comprehensive income(Comprehensive income attributable to)Comprehensive income attributable to owners of parent-7-

(3) Consolidated Quarterly Statements of Cash Flows(Millions of yen)

Cash flows from operating activities
Profit before income taxes
Depreciation
Increase (decrease) in allowance for doubtful accounts
Increase (decrease) in net defined benefit liability
Interest and dividend income
Interest expenses
Share of (profit) loss of entities accounted for using equity
methodLoss (gain) on sales of property, plant and equipment
Decrease (increase) in notes and accounts receivable – trade
Decrease (increase) in inventories
Increase (decrease) in notes and accounts payable – trade
Decrease (increase) in accounts receivable - other
Other
SubtotalInterest and dividend income received
Interest expenses paid
Income taxes (paid) refund
Net cash provided by (used in) operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Purchases of investment securities
Payments into time deposits
Proceeds from withdrawal of time deposits
Proceeds from distribution of investment in partnerships
Net cash provided by (used in) investing activities
Cash flows from financing activities
Increase (decrease) in commercial papers
Net increase (decrease) in short-term loans payable
Repayments of lease obligations
Purchase of treasury shares
Cash dividends paid
Proceeds from sale of treasury shares
Net cash provided by (used in) financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period-8-First Half of the Fiscal Year
Ended March 31, 2023

First Half of the Fiscal YearEnding March 31, 2024

(April 1, 2022 to Sept. 30, 2022)(April 1, 2023 to Sept. 30, 2023)

6,588
305
307
(156)
(54)
388

4,947
310
(317)
(143)
(73)
867

(26)

(62)

(0)
(12,787)
4,357(1,318)
3,207
3,170
3,980
54
(363)
(1,660)
2,011

6,994
(1,269)384(2,054)
(255)
9,328
68
(857)
(2,776)
5,762

(26)
0
(113)
(15)
(8)
8
(154)

(164)
(97)
8
0
(253)

(1,999)
3,462
(82)
(68)
(1,634)
63
(259)
246
1,843
12,016
13,860(4,029)(100)(0)(2,107)(6,237)652(76)
16,752
16,675

(4) Notes Regarding Consolidated Quarterly Financial Statements(Notes Regarding Going Concern)
None(Notes Regarding Substantial Changes in Shareholders’ Equity)
None(Segment Information)
I. Information Concerning Sales and Income or Loss Amount by Reporting Segment
Consolidated First Half of the Fiscal Year Ended March 31, 2023
(April 1, 2022 to September 30, 2022)(Millions of yen)
Reporting Segment

Net sales
Sales to external customers
Internal sales or exchange
between segments
Total
Segment income (loss)

Total

Adjusted amount(Note 1)

Amounts shown on
consolidated quarterly
statement of income (Note 2)

Devices

Solutions

146,271

21,460167,731―

167,731

―

―

―

―

―

146,271
8,278

21,4601,167

167,731
9,446

―
(438)

167,731
9,007(Notes)1. The adjusted amount of minus 438 million yen represents corporate expenses (mainly general and administrative expenses)
which are not allocated to the reporting segment.
2. Segment income has been adjusted with operating income in consolidated quarterly statement of income.

Consolidated First Half of the Fiscal Year Ending March 31, 2024
(April 1, 2023 to September 30, 2023)(Millions of yen)
Reporting Segment

Net sales
Sales to external customers
Internal sales or exchange
between segments
Total
Segment income

Total

Adjusted amount(Note 1)

Amounts shown on
consolidated quarterly
statement of income (Note 2)

Devices

Solutions

131,108

16,330147,438―

147,438

―

―

―

―

―

131,108
5,754

16,330838

147,438
6,592

―
17

147,438
6,610(Notes)1. The adjusted amount of 17 million yen represents corporate expenses (mainly general and administrative expenses) which
are not allocated to the reporting segment.
2. Segment income has been adjusted with operating income in consolidated quarterly statement of income.

-9-II. Information Concerning Sales and Income or Loss Amount by Sales Destination
Fiscal year 2022, first half of the fiscal year ended March 31, 2023
(April 1, 2022 to September 30, 2022)(Millions of yen)

Japan

Asia

87,31575,063

5,352

9,833

357

31

97,1484,882

75,421
3,534

5,383
281

Eliminations
or corporate

Consolidated

167,731―

167,731

10,222(10,222)―

177,953
8,699(10,222)308

167,731
9,007

Other

Total

Net sales
Sales to external customers
Internal sales or exchange between
segments
Total
Segment income(Notes)1. Country and regional segments are classified on the basis of geographic proximity.
2. Principal countries and regions covered:
Asia: Hong Kong, China, Thailand, etc.
Other: United States, etc.

Fiscal year 2023, first half of the fiscal year ending March 31, 2024
(April 1, 2023 to September 30, 2023)(Millions of yen)

Eliminations
or corporate

Consolidated

147,438―

147,43828

8,360(8,360)

―

5,228
118

155,7996,385(8,360)225

147,438
6,610

Japan

Asia

Other

80,77061,468

5,199

8,188

143

88,9583,265

61,612
3,001

Total

Net sales
Sales to external customers
Internal sales or exchange between
segments
Total
Segment income(Notes)1. Country and regional segments are classified on the basis of geographic proximity.
2. Principal countries and regions covered:
Asia: Hong Kong, China, Thailand, etc.
Other: United States, etc.

III. Information Concerning Sales by Region
Fiscal year 2022, first half of the fiscal year ended March 31, 2023
(April 1, 2022 to September 30, 2022)(Millions of yen)Japan
Net sales
Ratio to consolidated net sales (%)

China

85,60251.0

45,57727.2

Asia
31,018
18.5

Other
5,533
3.3

Consolidated
167,731100.0(Note) Net sales are on the basis of customer location and classified by country or region.

Fiscal year 2023, first half of the fiscal year ending March 31, 2024
(April 1, 2023 to September 30, 2023)(Millions of yen)Japan
Net sales
Ratio to consolidated net sales (%)

China

75,51851.2

36,81425.0

Asia
29,62620.1(Note) Net sales are on the basis of customer location and classified by country or region.

- 10 -

Other
5,479
3.7

Consolidated
147,438
100.0

(Important Subsequent Events)(Management Integration between Ryoyo Electro Corporation and Ryosan Company, Limited through the
Establishment of a Joint Holding Company (Share Transfer))
Ryosan and Ryoyo Electro Corporation (“Ryoyo Electro”; Ryosan and Ryoyo Electro are collectively referred toas the “Companies”) have entered into a final agreement to conduct a management integration (the “Management
Integration”) by establishing a joint holding company, Ryoyo Ryosan Holdings, Inc., on April 1, 2024 (scheduled),
by way of a joint share transfer (kyoudou kabushiki iten) (the “Share Transfer”). The Companies also reachedagreement on the terms and conditions of the Management Integration and related matters. By resolutions of theBoards of Directors of the Companies on October 16, 2023, the Companies entered into an agreement on management
integration (the “Management Integration Agreement”) and jointly prepared a plan for the Share Transfer (the “Share
Transfer Plan”).
(1) Purpose of the Management Integration
Through the Share Transfer, the Companies, as a new core group of domestic electronics trading companies, will
promote the following initiatives that make maximum use of the management resources, such as good customer
relationships and excellent products and solutions, that each of the Companies has built up over the years, within a
new framework, and strive to further enhance their corporate value.

(i) Expanding “quantity” by multiplying the management assets of the Companies
Given the limited overlap in customers and product lines, the Companies will rapidly expand their business baseby offering new products to their existing customers and by offering existing products to new customers. By
expanding and enhancing new contact points with customers through these initiatives, the Companies will gain an
accurate and deep understanding of their customers’ needs. In addition, the Companies will further expand the scaleof their business by leveraging the needs identified as a result of these initiatives to offer new products and services.
(ii) Improving “quality” by creating new value
The Companies will further acquire know-how to provide solutions by making the most of their accumulated
knowledge to meet the diverse needs of customers identified through the initiatives described in (i) above. The
Companies will not only sell products, but also promote the provision of added value that no other company can- 11 -

provide, in order to solve problems and issues faced by customers and the market as a whole. By broadening the scopeof the solution domain through these initiatives, the Companies will seek to develop diverse business models andcreate a new image of electronics trading companies unlike any before.
(iii) Creating an optimal structure and fostering a corporate culture to support the initiatives in (i) and (ii)
As an optimal structure to support the initiatives in (i) and (ii) above, the Companies will develop an infrastructure
for the unified management of the group and establish a system to realize the provision of new value to customers.
In addition, the Companies will further improve their organizational ability to meet customer needs by fostering a
corporate culture in which each and every employee can enhance their “individual” skills and experience both the joyof contributing to customers and personal growth through the active exchange of knowledge and technology among
employees of the Companies.
By combining the strengths of Ryosan, which has key semiconductor products and a solid customer base, withthose of Ryoyo Electro, which has extensive experience in ICT fields such as DX and AI, through the initiatives in (i)to (iii) above, the Companies will aim to become a company that customers continue to choose, creating a virtuous
cycle by pursuing “quantity” and “quality,” helping solve not only the issues and problems of individual customers
but also the common problems and issues of the market as a whole, and seeking to provide new value.
The Companies will promote the above initiatives to realize synergies from the Management Integration as earlyas possible and aim to achieve a sales volume of JPY 500 billion and an operating profit of JPY 30 billion as the groupmanagement’s targets for the fiscal year ending March 31, 2029. In addition, the Companies will continue to consider
measures with a view to realize further growth opportunities beyond the scope of electronics trading companies inorder to pursue value enhancement throughout the entire value chain, with the ultimate goal of solving the problemsof end-users who are “customers of the Companies’ customers.”(2) Overview of the Share Transfer
1) Method of the Share Transfer
The Companies will conduct the Share Transfer on April 1, 2024 (tentative), causing the newly established Joint
Holding Company to acquire all issued shares of the Companies. The new shares issued by the joint holding
company at the time of the Share Transfer will be allocated to the shareholders of the Companies.
Notwithstanding the above, in the course of upcoming procedures, the Companies may, if unavoidable
circumstances arise, confer in good faith to change the schedule, integration format or other details of the Share
Transfer and Management Integration.
2) Details of Allotment pertaining to the Share Transfer
Ryoyo Electro
Share transfer ratio

1

Ryosan1.32(Note 1) Share allotment ratio
One common share of the Joint Holding Company will be allotted to one common share of Ryoyo
Electro, and 1.32 common shares of the joint holding company will be allotted to one common share of
Ryosan. However, the above share transfer ratio may be changed through consultation between the
Companies in the event of any material change in the terms and conditions which form the basis of thecalculation. If there is a fraction of less than one share in the number of common shares of the Joint Holding
Company to be delivered to shareholders of the Companies as a result of the Share Transfer, the amountcorresponding to the fraction of less than one share will be paid to such shareholders in accordance with
Article 234 of the Companies Act and other related laws and regulations.
(Note 2) Share unit (tangen kabushiki sū) of the Joint Holding Company and treatment of fractional shares (tangenmiman kabushiki)
The share unit of the Joint Holding Company is 100 shares.
Shareholders of the Companies who will receive an allotment of the Joint Holding Company’s sharesof less than one share unit (100 shares) as a result of the Share Transfer may not sell such shares on theTokyo Stock Exchange and other financial instruments exchanges (kin’yū shouhin torihikijo). However,shareholders who will hold such fractional shares may request the Joint Holding Company to purchasetheir fractional shares pursuant to Article 192, Paragraph 1 of the Companies Act. In addition, thoseshareholders may also request the Joint Holding Company to sell them the number of shares that, together- 12 -

with the number of their fractional shares, will constitute one share unit pursuant to Article 194, Paragraph
1 of the Companies Act and the articles of incorporation of the Joint Holding Company.
(Note 3) Number of new shares to be delivered by the Joint Holding Company as a result of the Share Transfer(tentative)
59,800,000 common shares
The above number is calculated based on the total number of issued shares of Ryoyo Electro (26,800,000
shares as of the end of July 2023) and the total number of issued shares of Ryosan (25,000,000 shares asof the end of September 2023).
3) Schedule for the Share Transfer
Execution of a Memorandum of Understanding for the Management
May 15, 2023
Integration (the Companies)
A meeting of the board of directors to approve the Management
October 16, 2023
Integration Agreement and the Share Transfer Plan (the Companies)
Execution of the Management Integration Agreement and preparation of
October 16, 2023
the Share Transfer Plan (the Companies)
The date of public notice of the record date for the extraordinary general
October 16, 2023
meeting of shareholders (the Companies)
The record date for the extraordinary general meeting of shareholders (theOctober 31, 2023
Companies)
The extraordinary general meeting of shareholders to approve the Share
December 19, 2023 (scheduled)Transfer Plan (the Companies)
The last trading day at Tokyo Stock Exchange, Inc. (“Tokyo Stock
March 27, 2024 (scheduled)
Exchange”) (the Companies)
The date of delisting from the Tokyo Stock Exchange (the Companies)
March 28, 2024 (scheduled)
The effective date of the Share Transfer (the date of registration of theestablishment of the joint holding company)
April 1, 2024 (scheduled)
The date of listing of the shares of the joint holding company(Note) The above is the current plan, and the schedule may be changed through consultation between the Companies,
if necessary, depending on the progress made with the Management Integration and with the Share Transfer,or for other reasons.
(3) Trade name, location of head office, location of headquarters, name of representatives, business line, amount of
capital, amount of net assets and total assets of the company that will be the wholly-owning parent company
established by the Share Transfer (tentative)
Trade name
Ryoyo Ryosan Holdings, Inc.
Location of the head office
2-3-5 Higashi-Kanda, Chiyoda-ku, Tokyo, 101-0031, Japan
Location of the headquarters
1-12-22 Tsukiji, Chuo-ku, Tokyo, 104-8408, Japan
Name of representatives
Representative Director, President
Moritaka Nakamura
Representative Director, Vice President
Kazuhiko Inaba
Business line
Managing the business of companies principally engaged in the purchase andsale of devices and ICT products, and any business incidental or related
theretoAmount of capital
JPY 15 billion
Amount of net assets
Not fixed at this time.
Amount of total assets
Not fixed at this time.

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