3-11, Nihonbashi-kabutocho, Chuo-ku, Tokyo 〒103-0026
Tel 03-3666-0011 Fax 03-3668-7350

Annual Report 2014
Corporate Profile 2015

MESSAGE FROM THE PRESIDENT & CEO
To our clients and business partners
We are committed to disseminate our information actively in order to strengthen the relationship and trust with our clients and business
partners. This Annual Report 2014 / Corporate Profile 2015 are provided to inform you of our financial information and business summary.
Although the Japanese stock market of the first half of 2014 was losing its direction, it surged rapidly by ¥4,379 compared with the end of previous
fiscal year after the second Quantitative Easing by BOJ in October 2014. JPY also depreciated rapidly in the exchange market accordingly. The
environment around the securities industry has been in the best condition for the first time in 10 years with the continuous effect of Abenomics.
However, we struggled with the services for investors and our principle trading. Our basic concept is value investment, therefore the rapid pricegrowth of assets such as stock and real estate, would lead to the decrease of investment opportunity, according to our stance. We especiallycould not understand the continuous rise in some particular stocks from the beginning of 2015, and our company’s income deteriorated in spiteof the rise in Nikkei Stock Average. However, we still hold our mission in which we provide the solid value to our clients’ assets for a longterm, and we believe to be important to have courage not to offer the inexplicable and overvalued assets in order to build a long term
relationship with our clients. I know it is funny that I’m talking with difficulty about the current unprecedented good condition in the securities
industry, but we will keep our creed and this original stance.
As for the investment banking services, changes of the regulatory environment has worked against us. Until the end of the previous fiscal year,
we had been engaged in rights offerings as financial advisor for the 12 companies among the total 29 listed companies which executed rights
offerings in that year. We were the leader of this business area in the securities industry. However, the regulation against new capital increase
methods became tightened up, and motivation for utilizing rights offerings declined among listedcompanies. Therefore our advisory business which had been our main service became sluggish.
While we were forced to stand on the defensive stance, we launched a branch office in Singapore and started
the dealing business there in December, 2014. It has been marking excellent performance since then and has
become our growth business. Now we are planning to deal with cross-border transactions connecting Japan andAsian countries, and to conduct research on global investment opportunities. Moreover, our other new businesshas been kicked off well and progressing steadily. We aim to succeed in launching strategic initiatives toachieve new growth from 2015, and continue making efforts to seek expansion with high-quality.
At last, we would like to express our deep appreciation to our clients and business partners who havebeen supporting us and contributing us to making a profit for 12 consecutive terms. Nowadays we are
one of a few privately owned security companies and we would like to utilize its good features. We
are committed to make the best effort to be a security company being needed truly by our clients, and
we look forward to your continued patronage and support for us in the future.

Kunihiro Mita
President & CEO
MITA SECURITIES Co., Ltd.

01

Financial Summary of FY2014 (Income Statements)
Commission

Other Operating Revenues

The total commission was ¥345,828K (YoY 94.3%). The
breakdown is as follows.

Other operating revenues ended up with a relatively weak result,¥399,701K (YoY 47.0%).
Our advisory business for rights offerings declined drastically due
to the wait-and-see mode of the clients after the restriction toward
regulations was tightened. Moreover, the asset for debt factoring
decreased substantially according to the severe market
competition, and this accelerated the slowdown of other operating
revenues.

[Commissions for Subscription/Selling/Underwriting]
The subscription commissions reached ¥122,887K (YoY 129.7%).
As JPY depreciated and stocks rose in the second half of the year,
the motivation for risk appetite of investors accelerated. They alsosought the investment fund with a stable performance, and AUMof the hedge fund which we newly dealt with increased steadily.
We also conducted underwriting of CBs, and the underwriting
commission reached ¥4,282K. (No commission in the previous year.)[Other Commissions]
Other commissions reached ¥71,602K (YoY 116.7%).
The total asset of investment funds for our clients exceeded¥14,200M. This contributed to expand the customers’ assets, andit led to an increase of our other commissions.

Trading Profit
The total trading profit was ¥570,462K (YoY 65.8%). The
breakdown is as follows.
•After the Quantitative Easing by BOJ was announced, thevolatility of stock market increased, and this stimulated
investment opportunities of our dealing business. The trading
profit was ¥466,097K (YoY 89.6%). The start of dealing businessin our Singapore branch also contributed to the rise of ourrevenues. However, the profit deterioration of the first half of theyear held back the total yearly profit and we could not achieve to
exceed the previous years’ level.
•The investment profit for long/short trades declined to ¥64,458K(YoY 29.6%). It was steady in the first half of the year, but itturned to a biased stock market in which only some particular
stocks surged rapidly in the second half of the year, and thelong/short trading strategies did not function properly. We
reported the significant loss in the 4th quarter and it dragged
down the profit accumulated in the first half of the year.
•Other trading profit was ¥5,286K and the total stock trading
profit was ¥535,842K (YoY 66.1%).
•The bond trading profit was ¥34,620K (YoY 62.6%).

Financial Profit
The financial profit reached ¥249,196K (YoY 106.3%).
Assets for margin transactions and security loans increased.
Moreover, we started to deal with mortgage-backed loans for U.S.
property. These contributed to expand the financial profit to¥438,426K (YoY 108.1%). The financial expenses reached¥189,229K (YoY 110.4%).
According to the above results, the net operating income of
FY2014 was ¥1,565,189K (YoY 67.5%).

Selling, general and administrative expense(thousands of yen)
FY2014(Apr.1,2014 through Mar.31,2015)

FY2013(Apr.1,2013 through Mar.31,2014)

345,828

366,696

94.3%(Brokerage)

147,055

210,701

69.7%(Subscription, etc.)

127,170

94,687134.3%(Others)

71,602

61,307116.7%

Trading Profit

570,462

865,842

65.8%

Financial Revenues

438,426

405,571108.1%

Other Operating Revenues

399,701

850,35147.0%

1,754,418

2,488,461

70.5%

Commissions

Total Revenues% change

The selling, general and administrative expenses reached¥1,447,954K (YoY 98.3%). The breakdown is as follows.
•The business related expenses was ¥210,172K (YoY 92.5%) due
to the decrease in transactions and settlements.
•The personnel expenses declined to ¥883,249K (YoY 97.2%)
owing to the significant decrease in the allowance for directors,
regardless of the increase in the dealers’ fees.
•The real estate related expenses were ¥31,105K (YoY 100.3%),
the office expenses were ¥230,439K (YoY 105.3%), and theother selling, general and administrative expenses were¥92,988K (YoY 106.8%). These expenses did not change
drastically from the previous year.

Financial Expenses

189,229

171,323110.4%Net Operating Income

1,565,189

2,317,137

67.5%

Selling, generaland administrative expenses

1,447,954

1,472,058

98.3%

Operating Profit

117,234

845,079

13.8%

Ordinary Profit

155,094

868,91417.8%

According to the above results, operating profit was ¥117,234K(YoY 13.8%), and ordinary profit was ¥155,094K (YoY 17.8%).
Income before income taxes was ¥185,001K (YoY 21.5%) due torecording extraordinary profit of ¥29,906K including realestate sales profit. Net income was ¥107,756K (YoY 15.4%),
and thanks to your support, we have been making a profit for
12 consecutive terms.

Extraordinary Profit

29,906△8,905―

Income before income taxes

185,001

860,009

21.5%

Net Income

107,556

697,395

15.4%

Annual Report

Annual Report[Brokerage Commission]
The brokerage commissions of stocks and other securities reached¥147,055K (YoY 69.7%).
In the first half of the year, the stock market continued losing its
direction and only some stocks kept rising rapidly. This market
bipolarization acted as a disincentive for investors.

Income Statements

Note: Fractions less than one thousand yen have been omitted.

02

03

Current Assets

Current Liabilities

Total current assets reached ¥27,459M (YoY 110.6%). The mainchanges from the previous year are as follows.
•Trading products decreased to ¥2,316M (YoY 80.4%) due to a
decline in long/short trades.
•Assets for margin transactions reached ¥11,259M (YoY 110.0%)
due to an increase in margin transactions.
•Short-term guarantee deposits sent to securities finance companies
or clearing corporations were ¥1,701M (YoY 73.6%) due to adecrease in proprietary trading and settlement amounts.
•Due to an expansion of security loans, short-term loan reached¥6,973M (YoY 128.5%).
•Due to a significant decline of factoring debt, accounts
receivable decreased to ¥752M (YoY 61.0%).
•Deferred tax assets were ¥115M (YoY 60.4%) attributable to tax
system changes or other reasons.

The total current liabilities reached 23,758M (YoY 112.7%). The
main changes from the previous year are as follows.

Balance Sheets (For the year ended onMarch 31, 2015)•Trading products declined to ¥2,149M (YoY 79.8%) due to adecrease in long /short trades.
•Debts for margin transactions reached ¥11,615M (YoY 123.8%)
due to an expansion of margin transactions.
•Deposits received expanded to ¥2,168M (YoY 559.9%) due to anincrease in deposits from our clients.

(millions of yen)

Liabilities

Assets27,459Current Liabilities

23,758Cash and Deposits

1,765

Trading Products

2,149

Segregated Cash and Deposits

2,290

Debts for Margin Transactions

Trading Products

2,316

Deposits Received

2,168

Assets for Margin Transactions

11,259

Guarantees Received

795

Short-term Guarantee Deposits

1,701

Short-term Debts

6,600

Short-term loans

6,973

Other Payables

142

Other Current Liabilities

287

Current Assets

Fixed Liabilities
The total fixed liabilities were ¥75M (YoY 78.5%).

Net Assets

Fixed Assets

The total net assets were ¥4,288M (YoY 100.4%).

The total fixed assets reached ¥675M (YoY 107.4%). The mainchanges from the previous year are as follows.

According to the above results, the total assets reached¥28,135M (YoY 110.5%).

•As we sold the land leaseholds of our company-owned property,
intangible fixed assets decreased to ¥15M (YoY 11.1%).
•Investment securities reached ¥494M (YoY 267.9%) as we held
the residual investment products.
•Long-term loans decreased to ¥97M (YoY 42.8%) as we sold theinvestment mortgage in Seattle, USA.

11,615

Accounts Receivable

752

Other Current Assets

425

Fixed Liabilities

75

Allowance for Doubtful Accounts△23

Reserves by Special Laws

13

675

Fixed Assets

23,847

Total Liabilities

Tangible Fixed Assets

108

Net Assets

Intangible Fixed Assets

15

Common Stock/Retained Earnings

4,487

Treasury Stock△199

Investments and Other Assets

639

Allowance for Doubtful Accounts△87
28,135

Total Assets

Annual Report

Annual Report

Financial Summary of FY2014 (Balance Sheets)

Total Net Assets

4,288

Total Liabilities and Net Assets

28,135

Note: Fractions less than one million yen have been omitted.

Highlight
Change of Assets Deposited from Clients(millions of yen)

160,000
140,000
120,000
100,000
80,00060,00040,00020,000Change of Profit

20
1
20 0/121
20 1/031
20 1/061
20 1/091
20 1/121
20 2/031
20 2/061
20 2/091
20 2/121
20 3/031
20 3/061
20 3/091
20 3/121
20 4/031
20 4/061
20 4/091
20 4/1215/03Change of Net Operating Income(thousands of yen)

250,000

ROE

(％)

20

(thousands of yen)

350
300

12

400,000250

3,500,000

10
200,000200

8150,000

0150

63,000,000

4-200,000

Ordinary Proﬁt
2010

2011

2012

Net income
2013

2014

100
50

2
100,000

2010

2011

2012

2013

2014

0

(％)

450

4,000,000

14

200,000

Change of Shareholders’ Equity Ratio
400

16600,000-400,000

Change of Net Assets
4,500,000

18

800,000

0

04(thousands of yen)

1,000,000

2010

2011

2012

2013

2014

2,500,000

2010

2011

2012

2013

2014

0

2010

2011

2012

2013

2014

05

Main Business Achievements after April, 2014 (as of June, 2015)
Launch of Singapore BranchBusiness Succession Advisory Services

We opened a Singapore branch aiming to internationalize ourcompany in December, 2014. The primary business is dealing of
securities, but we are projecting to expand our business intocross-border M&A, global cultivation of investment opportunities,
supports for overseas expansion, etc. with an aim to connect ourJapanese clients with overseas countries.

We served as the financial advisor regarding business succession for
the unlisted long-established company in October, 2014.

We were appointed as the TOB agent for Asia Growth Capital, Ltd.
(April, 2014), YI Holdings (October, 2014), and Cookpad Inc.
(April, 2015).

Advisory Services for Fundraising
We served as the financial advisor for rights offerings from Almedio Inc.
in April, 2014, and from Cima Co., Ltd. in June, 2014.

06

1994 Graduated from the Faculty of Law at Sophia University
1994 Joined Nikko Securities (current SMBC Nikko Securities)
1998 Joined Mita Securities
2001 President & CEO of the Company

1976 Graduated from the Faculty of Commerce at Chuo University
1976 Joined Jusco (current Aeon)
1987 Joined Nikko Securities(current SMBC Nikko Securities)
1999 Joined Mita Securities
2000 Executive Director of the Company

Yuji Nakao / Managing Director

Takehito Kadokura / Executive Director

1982 Graduated from the Faculty of Economics at Saga University
1982 Joined Yamaichi Securities
1998 Joined Merrill Lynch Japan Securities
2002 Joined DLJ Direct SFG Securities (current Rakuten Securities)
2004 Joined Mizuho Securities
2008 Joined Mita Securities
2012 Executive Director of the Company

1991 Graduated from the Faculty of Law at Chuo University
1991 Joined Nikko Securities(current SMBC Nikko Securities)
2002 Joined Japan Global Securities
2004 Joined Mita Securities
2009 Executive Director of the Company

Tadashi Chaki / Executive Operating Officer

Nobuhiro Miyashita / Executive Operating Officer

1992 Graduated from the Faculty of Commerce at Waseda University
1992 Joined Nomura Securities
2008 Joined Mita Securities

1991 Graduated from the Faculty of Economics at Keio University
1991 Joined Toyo Trust and Banking(current Mitsubishi UFJ Trust and Banking)1998 Joined Metroinstech2005 Joined Handson Create2008 Executive Director of the above company
2008 Joined Unimat
2009 Vice President of Unimat
2010 Joined Mita Securities

Tsukasa Nakamoto / Executive Operating Officer

Shunsuke Katsura / Executive Operating Officer

1998 Graduated from the Faculty of Computer Scienceat University of California
1998 Joined Atsugi Information System
2002 Joined United World Securities
2004 Joined Societe General Securities
2005 Joined Mita Securities

2004 Graduated from the Faculty of Economics
at Keio University
2004 Joined Livedoor
2006 Joined Carchs Holdings
2006 Joined Kazaka Financial Group2009 Joined Mita Securities

Yoshiki Iida / Executive Operating Officer

Keisuke Tomoyori / Executive Operating Officer

2003 Graduated from the Faculty of Business at Toyo University
2003 Joined Okasan Securities
2006 Joined Japan M&A Management
2007 Joined Mita Securities

2002 Graduated from the Faculty of Economics at Musashi University
2006 Joined Nikko Cordial Securities
2009 Joined Mita Securities

Yoshinobu Fujimoto / Company Auditor

Yukihiro Shimizu / Company Auditor

1989 Graduated from the Faculty of Law at Waseda University
1991 Registered with the Second Tokyo Bar Association
1991 Joined Asahi Koma Law Office (current Nishimura & Asahi LPC)
1995 Graduated from University of Chicago Law School (LL.M.)
1996 Registered with the NY state Bar Association
2008 Company auditor of Mita Securities(Currently he is Partner of Nishimura & Asahi LPC.)

1995 Graduated from the Faculty of Engineering at Hokkaido University
1995 Joined Hokkaido Takushoku Bank
1998 Joined IBJ Securities (current Mizuho Securities)
2000 Joined Nikko Solomon Smith Barney(current City Group Securities)
2005 Joined Livedoor
2006 Vice President of Livedoor
2006 Chairman of Kazaka Securities
President of Kazaka Financial Group
Executive Director of Cecile
Executive Director of Media Exchange
2008 Joined Mita Securities
as Executive Director
2013 Company auditor of the Company

We served as the financial advisor for forming a fund for the revitalization
business of Kyo-machiya (traditional Kyoto-style houses) in May, 2015.

Real Estate Specified Joint Enterprise Act
We launched the first fund as we acquired approval for a real estate
specified joint enterprise operator under the Real Estate Specified
Joint Enterprise Act in December, 2014.

US Real Estate Mortgage-backed Loans

MBO Advisory Services
We served as the financial advisor regarding MBO for Japan Wind
Development Co., Ltd. in December, 2014.

Real Estate Brokerage

We served as the financial advisor regarding M&A for the dispensing
pharmacy in August, 2014.

Kenichi Iwasa / Senior Managing Director

Business-Oriented Fund Structuring Supports

We started real estate mortgage-backed loans for US properties andexecuted approximately ¥1 billion loans in total for 6 projects in
response to the increasing needs for US real estate investments.

M&A Advisory Services

Kunihiro Mita / President & CEO

Annual Report

Annual Report

TOB Agent Services

Company Executives

We engaged in the mediation of 3 real estate transactions.

07Mission / Business Principles

Wealth Management Services■Wealth Management Services of Mita Securities

Mission

SincereSoft＆Service
Small, Slim＆Speedy

Our Company’s officers and employees act faithfully for our clients, business partners, laws
and ordinances, and shareholders.
Our Company’s officers and employees provide high-value added businesses
with our original business knowhow and the best services.
Our Company carries out speedy decision-making with our compact and lean organization.

All of the executives and employees share the concept of “ Six S ” as the fundamental principles, make the best effort to achieve
our client’s goals through the securities business, and furthermore, contribute to develop the sound Japanese economy.
Business Principles
Client Focus

Listen to our clients
We can find the best solutions eventually if we fully understand the essence of our clients’ problems.

Win-Win

Conduct businesses by which we can build a win-win relationshipwith every one of our clients, business partners, officers and employees, and shareholders
Only businesses which make every member engaged in projects happy can last longer.

Reputation

Achieve high profit by effective resource allocation
We manage our company with higher ROEs, enhance capital stock, and build a sound financial base.

Compliance

Place importance on complianceManagement focusing on compliance is required naturally within this free market in principle.

Teamwork

Set a high value on teamwork
We can provide the more appropriate business solution for our clients if our team can gain power by
respecting each other’s individuality among the team members.

Adaptability,
Creativity

Cherish adaptability and creativity
Personnel with high productivity can absorb the constantly changing trends of society and anticipate the future.

Commitment

Deal with our services with absolute responsibility
Businesses without responsibility give troubles to various people including our clients, business partners, andhis/her own team members.

Private Banking
Institutional Sales

Financial TechniquePrincipal Investment
Prop Trading

08

Investment Banking

Asset Management

Real Estate Services

We support our clients’ asset management from the side. We provide
broad and various investment products not only traditional financial
products such as stocks, bond, and investment trusts, but also
products tailored for clients’ needs and special occasion products.
We not only provide financial products, but also analyze individual stocks,
financial products, and portfolios. We also calculate market value of the financial
products, propose asset diversification, and give various financial advices.

We are qualified as a registered real estate broker, and received
approval to launch real estate funds as a real estate specified joint
enterprise operator. Our real estate team deals with our clients’various needs for real estates. Its services include sales transactionsof real estate and real estate trust beneficiary rights, efficient usagesof real estates, and the establishment of real estate funds, by utilizing
our features as a securities firm.
We also provide information of international real estates and support sales
transactions in response to the increasing needs for overseas real estates.

Inheritance Strategy
It is essential to take enough time for inheritance measures in orderto pass on the assets to the next generation. Moreover, we should
keep it in mind to secure assets with high liquidity so that successors
can pay inheritance tax without problems. (Tax payment measures)
We especially need to be careful if the portion of assets with low
liquidity is high.
We grasp the current condition and plan the best measure according toour clients’ intention, and we also provide our clients with simulation
works for inheritance tax, advices for inheritance measures, andassessment of unlisted stocks. Nowadays we proceed with theresearch for inheritance measures with utilizing global schemes.

Business Inheritance Measures
It is a constantly critical issue how our client’s companies should be
passed on to the next generation. If the stocks are unlisted, it would
require substantial money for tax payment when transferring them.
Therefore we need to plan carefully and execute it steadily forsmooth business inheritance. It is also necessary to hedge risks forunexpected disease or death. The most important point of all is toclarify who will the successors.
We ourselves experienced the business inheritance, and have been
engaged in a number of cases for our clients as well. By making useof these experiences and achievements, we are confident in proposing
realistic and flexible measures which meet our clients’ needs.

Fund Structuring Support
In case of forming funds (including partnership), it is necessary tofollow various business regulations. We support our clients to form
funds, such as business-oriented funds, funds to invest in securities,
and real estate funds which meet our clients’ needs. We have trackrecords for a number of private fund establishments.

Finance
We are qualified for the money lending business and can support
fundraising for our clients. We endeavor to provide speedy and high-quality
services so that we can meet our clients’ finance needs quickly. Our financeservices include securities-backed loans and mortgage-backed loans, andespecially investment trust-backed loans and mortgage-backed loans foroverseas (mainly US) real estates are our unique services.
We also possess the broad range of experiences and solutions forcorporate finance, not only for individual clients. We provide theexclusive solutions to meet our clients’ needs by partnering with ourinvestment banking division, including factoring services andpurchasing stock acquisition rights.

Insurance
We try to deal with various risks surrounding our clients, and we
propose schemes to hedge risks, which fit our clients’ life plans.

Other Services
Capital Strategies/M&A
We propose our clients’ companies with the most appropriate solutions
for even complicated issues by utilizing our new technologies andbroad information networks, such as capital strategies or M&A.
We can provide a wide range of services, such as consolidation of
scattered stocks, inheritance of stocks to successors by controlling thevoting rights, acquisition of international companies aiming foroverseas expansion, M&A utilizing treasury stocks, unwinding
cross-shareholding (block trades), and global reorganization. We
utilize our total capability with our investment banking division, tax
advisory team, and external professionals.

•Block Trade
We search counterparties for our clients’ block trades with our
external business partners, when our clients are willing to sell orpurchase a large amount of listed stocks at one time.
•Stock Lending
Our clients can obtain negative interest per diems by lending theirowned stocks.
•Standing Proxy Services
If our clients are non-Japanese residents and willing to maketransactions of Japanese securities, it is required for them todesignate a standing proxy in Japan. We support those clients for
non-resident transactions by becoming their standing proxy.

Corporate Profile

Corporate Profile

ROE

Seek businesses which enhance our reputation
Reputation can be enhanced by our efforts with a proper attitude toward businesses.

Since 1949, we have been running the family business, and we are one of a few privately owned securities companies whose majority shares are owned by one family.
While we keep our family business and we were also engaged in sustainable development of family businesses of our clients, we have obtained
various knowhow and experiences of wealth management.
Our wealth management team supports for the greater prosperity of our clients’ families by providing with the services which we ourselves actually have experienced.
We believe it is our virtue, value, and pride to be able to keep a good relationship with our clients’ families for generations.
We provide the most appropriate advice and services for the whole field of assets of our clients including asset management, inheritance, andbusiness succession. With a mid- and long-term point of view, we promise to work diligently for the sake of our clients.

If there are any other requests, we make the best effort to fulfill our clients’ needs and requests as much as possible. By dealing withvarious requests from our clients proactively, our services have succeeded to expand and deepen. Requests from our clients areimportant sources for our company’s sustainable development.

09

Investment Banking Services

Compliance■Investment Banking Services of Mita Securities■Compliance Structure of Mita Securities

We provide various services for finance and business strategies as our main investment banking services.
Our services include financial advisory services for rights offerings and M&A and TOB agent services. Especially we have strength in mediumand small-sized projects or special projects which major investment banks do not deal with proactively. We have been successfully
accumulating experiences and the actual results steadily in these fields.
We are building the business systems to enable us to invest, to lend money, or to accept securities by ourselves, so that we can deal with a wide
range of our clients’ finance demands with flexibility.
We are now searching business partners who would introduce our services to a number of other clients on behalf of us. Those partners can utilize ourcompany’s infrastructures linked with various financial services and the network among our business partners by joining our Mita Partnership Program.

Governance

Finance
We provide various clients including listed and unlisted companies, medical institutions, nursing care operators, dispensing pharmacies, company management, etc.
with funds in various ways. We can propose the appropriate solutions even for the difficult projects which banks or other security companies do not deal with.
•Rights Offering (commitment type)
Rights offering is a new technique of a capital increase for listedcompanies, where share options are allotted to all shareholders
without contribution. It has been attracting attention rapidly in recent
years.
We can deal with the commitment type of rights offering, whichmeans we purchase all the share options which were not exercised by
the shareholders and then we exercise all of them. With utilizing thisscheme, listed companies can achieve capital increases without fail.
•Factoring
We provide funds by purchasing accounts receivable (factoring) inorder to meet our diversifying clients’ needs of fund raising. We
started to purchase medical account receivables which medical
institutions and nursing care operators own and we have a number of
the track records. it is worth noting that our entering this field was
faster than anyone else in the market.

•Securities-backed Loans
We provide loans for company presidents or both major and minor
shareholders of listed companies by accepting their listed stocks as
collateral. The registration names of those shares are unchanged, sothat clients can procure funds by utilizing their assets.
•Mortgage-backed Loans
We provide loans on our clients’ real estates. The biggest feature forthis loan is that we accept not only domestic real estates but also
overseas real estates as collateral. As a general rule, the purpose ofloan can be anything. It takes us only one week as the shortest period
to grant a loan after receiving an application from our client, so that
we welcome your urgent loan requests.
•Underwriting and Purchase of Securities
We have a number of track records for securitized products andpurchase of listed companies’ securities such as warrants issued by athird-party allocation. We provide tailored finance plans with lower
costs in a speedy manner.

We are a financial instrument business operator who is an important player in this financial market, therefore we not only ensure strict
compliance with all laws and regulations, but also need to develop the sufficient internal control structure in order to protect investors and tosecure fairness of the market. Compliance is a top management priority for our company.

Our governance framework is as shown below.
The Board of Directors has a role with a full responsibility for the internal control system. It has a responsibility to enhance the quality of the internal controls
by receiving reports and evaluations from the corporate management department, the audit department, the auditors, the accounting auditor, or others.
The corporate management department examines the status of compliance and risk controls of the business department, and checked every day if there are any
violations of laws and ordinances and risk control-related problems. If any, it requests the business departments for improvement and also reports these important
issues to the Board of Directors.
The audit department periodically examines and assesses the quality and functions of the internal control system of the corporate management department.
If necessary, it conducts improvement of the problems for the corporate management department, the business department, and the administrative
department, and it points out the problems and lists demands for improvement to the Board of Directors.
The auditors have a role for the governance inspection for the Board of Directors, and examine if the Board of Directors is managed legally andappropriately or if there are any violations of the duty of a prudent custodian to the Company. If there are any problems associated with the above, theauditors send a list of demands for improvement to the Board of Directors or conduct the predefined necessary procedures.
The accounting auditor conducts auditing for the appropriateness of our accounting process and the appropriate indication of the financial statements.
Our accounting auditor is Seishin & Co. currently.
Our Governance
Head of Internal Control System

Instructions for Improvement to Enhance
the Quality of Internal Control System

Business Department
Administrative Department•Rights Offering
As stated earlier, we hold the top track record of market shares inJapan as financial advisor. We provide broad and maximum support
including scheme design, financial assistance for shareholders, andassisting negotiations with public organizations.
•Stock Option
We provide listed companies and companies planning initial public
offerings with consulting services to implement various stock
options, and we also deal with opening and management of specificaccounts used for exercising stock options.

•M&A Advisory Services
We provide various professional advisory services as well ascompany valuation, which are essential for execution of M&A. It is
not realistic to pay all the huge investment cost of M&A by its own
money. It is quite common that the company is forced to find somekind of way for fund raising with necessity, and we can arrange thebest finance schemes for our clients at the same time with our M&A
advisory services.
•TOB Agent Services
As a general rule, it is required to appoint a security company as
TOB agent when considering acquiring stocks of the listed company
more than a certain number off the market. We have abundant
experience and track records of TOB as TOB agent. We provide
comprehensive supports including scheme design of TOB andvarious administrative works.

Other Services
・Securitization
There are methods to achieve fundraising by dividing assets into small-lot and securitizing them. We provide a full range of services including
the first scheme design, setting up funds, intermediary or mediator services, and the final exit.

10

Instructions for
Problem Solving

Check for Compliance System andInternal Control System

Reporting Problems ofInternal Control System

Corporate Management
Department

Audit Department
Check and Assessment of Compliance System,Risk Controls,and Internal Controls/Demands for Improvement of Problems

Check for Risk Control
and Internal Controls
Audit

Corporate Auditor

Pointing Out Problems ofInternal Control System

Accounting Audit

Audit ReportCompliance with All Laws and Regulations
It is essential for all officers and employees in the securities companies to comply with the compliance with all laws and regulations. However, due to the existenceof broad and various regulations in the securities industry, it is likely for us to have a brush with the laws and regulations without consciousness. In order for ourofficers and employees not to breach the compliance with all laws and regulations, we periodically conduct the training programs for them aiming to enhance theirunderstanding for the compliance. We also display our internal regulations on our intranet so that our officers and employees can easily browse them.
The corporate management department checks the compliance system every day, and the audit department conducts internal audits based on the audit plan.
If there are any violation of the laws and regulations, the audit department conducts the quick and appropriate procedures, and improves the problems.
Moreover, we place the Compliance Committee under the Board of Directors, and this committee examines our overall compliance system with expertise.

Internal Control System

Corporate Profile

Corporate Profile

We provide comprehensive and tailor-made solutions, centered for listed companies, in order to meet the various requests of our clients, such as
capital increase through shareholders’ allocation, M&A, reorganization, business alliances, etc. We utilize our advantage of being a small team ofelite professionals and show a strong presence in projects which major financial institutions do not deal with.

•Compliance Committee•System Risk Committee

Board of Directors

Governance Check

Advisory

Committee

Any financial instrument business operator is required to check client management, sales personnel management, transaction management, transaction
inspection, underwriting examination, compliance inspection system, lawsuits against clients, administrative management, information control, andexternal business contractor management. We also manage a Chinese Wall and the information control related to the clients systematically.

Risk Control System
We analyze various risks including transaction risks, operational flow risks, and system risks, and we pay close attention to those risk
management so that we can eliminate or limit risks in advance. It is most important to prevent risks before they actually happen. But if we
actually fail to eliminate them, it is reported to the Board of Directors through the manager of corporate management department, and the Boardof Directors conducts risk management in order to deal with it appropriately and quickly.
Moreover, we place the System Risk Committee under the Board of Directors, and this committee periodically examines our overall systemrisks, and improves them if necessary.
As for the risk of sudden natural disasters, we plan the BCP (Business Continuity Plan) and aim to avoid the risks. We also conduct trainings
in order to be able to continue our businesses in emergency situations to the greatest degree possible.

11Company Overview
Company Name:
Registration:

Commencement of Operation:
Capital:Major Shareholder:
President & CEO:
Office addresses:

Membership in Associations:
Membership in Exchanges:
Membership in Investor Protection Funds:
Accounting Auditor:

MITA SECURITIES Co., Ltd.
Director of Kanto Local Finance Bureau (Financial instruments firms) No.175
Moneylender / Tokyo Governor (5) No.27088
Registered Real Estate Broker / Tokyo Governor (1) No.92893
Real Estate Specified Joint Enterprises / Tokyo Governor No.95
July, 1949
¥500,000,000
Kunihiro Mita
Kunihiro Mita
(Head Office)3-11, Nihonbashi-kabutocho, Chuo-ku, Tokyo 〒103-0026
Tel +81-3-3666-0011 Fax +81-3-3668-7350(Osaka Branch)
1-7-15, Minami-honmachi, Chuo-ku, Osaka City, Osaka 〒541-0054
Tel +81-6-6260-5670 Fax +81-6-6260-0882(Singapore Branch) 07-03/04 112 Robinson Road Singapore 068902
Tel +65-9429-4723
Japan Securities Dealers Association
Tokyo Real Estate Association
Tokyo Stock Exchange・Osaka Exchange
Japan Investor Protection Funds
Seishin & Co.

Eitai Dori

Securities Dealers Association

Tokyo Tozai Hibiya Line

Subway Sakaisuji LineLAWSON
ローソン

Kayabacho Intersection

Fukusuke

Osaka Branch Office

Teijin Hall

Chuo Odori

Sakaisujihonmachi Station
Bank of Tokyo-Mitsubishi UFJ

Singapore Branch Office

Robinson Rd

Kayabacho Station

Osaka Branch Office Map

12

Tanjong Pagar Station

Maxwell Rd

Heisei DoriInter Circular Route(Toll road)Showa DoriNihonbashi Station

Tokyo Head Office

Singapore Branch Office Map

ト
ダク
イア
・バ
ペル
ケッ

Corporate Profile

Toei Asakusa Line

Tokyo Stock Exchange

Shin-Ohashi DoriTokyo Head Office Map

Tokyo Metro Hibiya Line(As of July, 2015）

Subway Chuo Line

Telok Ayer Station

Rafﬂes Place Station

Shenton Way
Marina Bay