September 22nd, 2023
Junya Suzuki
Chairman of the Board, President and CEO
Nissha Co., Ltd.
Stock Listings: Tokyo Stock Exchanges, Prime Market 7915
Contact: Hitoshi Koya
Senior Vice President, CFO
T +81 75 811 8111

Notice of Absorption-type Merger with a Consolidated Subsidiary (Simplified Merger / ShortForm Merger)

Nissha Co., Ltd. (“the Company”) hereby announces that at a meeting of its Board of Directors held today,
September 22, 2023, the Company resolved to absorb and merge with M crossing Co., Ltd., a consolidated
subsidiary of the Company, on January 1, 2024.
Some disclosure items and details have been omitted from this press release because the Merger is a simplified
absorption-type merger of a consolidated subsidiary.

1. Purpose of the Merger
M crossing Co., Ltd. is engaged in the management of an advanced material library and also provides consulting
and other services as a material specialist. The Company will carry out the Merger to consolidate management
resources and streamline management.
2. Summary of the Merger(1) Schedule of the merger
Date of resolution of the Board ofDirectors to approve the merger
Date of execution of the merger
agreement
Effective date of the merger

September 22, 2023
September 22, 2023
January 1, 2024 (tentative)

Note: For the Company, the Merger is a simplified merger provided for in Article 796, Paragraph 2 of theCompanies Act, while for M crossing Co., Ltd., the Merger is a short-form merger provided for in Article
784, Paragraph 1 of the Companies Act, and therefore, the Merger has been approved in both cases withoutobtaining approval at a General Meeting of Shareholders of either company.

1©2023 Nissha Group(2) Method of the merger
The Merger will be an absorption-type merger under which the Company is the surviving corporation, and M
crossing Co., Ltd. will be dissolved.
(3) Details of allocation relating to the merger
Since M crossing Co., Ltd., the dissolving company, is a wholly owned subsidiary of the Company, there will be
no allotment of shares, no increase in capital, no merger grant, or any other consideration.
(4) Treatment of stock acquisition rights and bonds with stock acquisition rights in association with the merger
Not applicable.
3. Overview of the Companies Involved in the Merger
Surviving Company(1)Name

Nissha Co., Ltd.

M crossing Co., Ltd.

(2)

3 Mibu Hanai-cho, Nakagyo-ku, Kyoto
Junya Suzuki, Chairman of the Board,
President and CEO

5-17-1 Roppongi, Minato-ku, Tokyo
Kumiko Yoshikawa, Representative
Director(4)

Address
Name and title
ofrepresentative
Business outline

Operation of advanced material libraryand material consulting(5)

CapitalDevelopment of 3 core businesses,
Industrial Materials, Devices andMedical Technologies, and otherbusinesses, as well as promoting thedevelopment of new businesses
12,119 million yen(6)Date established
Number ofshares issued
Fiscal year end
Major
shareholders
andshareholding
ratio (as of June30, 2023)

December 28, 1946
50,855,638

June 4, 2013200

December
The Master Trust Bank of Japan, Ltd.
(Trust Account): 11.20%
Custody Bank of Japan, Ltd. (TrustAccount): 8.66%
Suzuki Kosan Co., Ltd.: 5.19%

DecemberNissha Co., Ltd.: 100%

(3)

(7)
(8)
(9)

2

Dissolving Company©2023 Nissha Group

10 million yen

(10)Financial
position andoperating results
for the mostrecent fiscalyear

Nissha Co., Ltd.
(consolidated: IFRS)Fiscal year ended December 2022
Total equity
111,518 million
yen
Total assets
230,212 millionyen
Equity per share
2,257.47 yen
attributable toowners of parent
Net sales
193,963 million
yen
Operating profit
9,520 million yen
Profit before tax
12,373 million yen
Profit attributable
10,140 million yen
to owners of parent

M crossing Co., Ltd.
(unconsolidated: JGAAP)
Fiscal year ended December 2022
Net Assets(614) million yen
Total assets
Net assets per share
Net sales

50 million yen(3,070,733.36) yen
80 million yen

Operating profit(8) million yen
Ordinary profit(11) million yen
Net income(10) million yen
attributable toowners of parent
Basic earnings
203.65 yen Net earnings per(54,114.71) yen(loss) per share
share
Note: Although M Crossing Co., Ltd. is insolvent, the merger is scheduled to take place after the Company has
waived all of the loans made to M Crossing Co. Ltd. prior to the Merger and the state of insolvency has been
resolved.
Claims to be waived

Loans

Amounts of claims to be waived Approx. 640 million yen
Date of waiving

December 31, 2023

4. Status After the Merger
There will be no changes to the Company’s trade name, address, the title and name of the representative, main
business activities, capital or fiscal calendar following the merger.
5. Future Outlook
The Merger is expected to have a negligible impact on the Company’s consolidated results. If the need to revise theearnings forecast arises or any matter to be announced arises in the future, the Company will promptly disclose suchinformation.

3©2023 Nissha Group(Reference) Consolidated business forecast for the fiscal year ending December 31, 2023 (announced on August 8,2023) and consolidated results for the fiscal year ended December 31, 2022

Net sales
Business forecast forFY2023(fiscal year endingDecember 2023)
Results for FY2022(fiscal year endedDecember 2022)(Unit: million yen)
Profit attributable toowners of parent

Operating profit

Profit before tax

174,500

2,500

3,100

2,000

193,963

9,520

12,373

10,140

END4©2023 Nissha Group