May 31, 2023
To whom it may concern
Company name: Nisshinbo Holdings Inc.
Representative: Masahiro Murakami, President andRepresentative Director(Code No. 3105, Prime Market of Tokyo StockExchange)
Contact: Corporate Communications Group

Notice concerning the Acquisition of Shares of Hitachi Kokusai Electric Inc.

Nisshinbo Holdings Inc. (the “Company” or “we”) has resolved to acquire the shares of HVJ Holdings Inc. (“HVJHoldings”) , jointly with Nisshinbo Singapore Pte. Ltd. (“Nisshinbo Singapore”), a wholly owned subsidiary of the Company,(the “Share Acquisition”) at a board of directors meeting held today, on May 31, 2023, and has concluded a share transferagreement. Accompanying the Share Acquisition, Hitachi Kokusai Electric Inc. (“Hitachi Kokusai Electric”), a HVJ
Holdings’ subsidiary, will become our consolidated subsidiary. As a result, the Company Group will hold 80% of Hitachi
Kokusai Electric shares (consisting of the Company: 95%; Nisshinbo Singapore: 5%), while Hitachi, Ltd. (“Hitachi”)
continues to hold 20% of the shares of Hitachi Kokusai Electric.
1. Reason for the Share Acquisition
With the mission of contributing to society through business activities, the Company Group aims for further growth throughportfolio transformation under the business policy of realizing a super-smart society as an Environment and Energy Company
group. Currently, we have set three strategic business domains which are “Mobility”, “Infrastructure & Safety” and “Life &Healthcare” and are developing our corporate activities through our core businesses, Wireless and Communications, Micro
Devices and Chemicals consisting of brake friction material, chemicals, molding products, textiles, and other products.
In the wireless communication equipment business, with Japan Radio Co., Ltd. playing a central role, we contribute to thesafety and security of people around the world and to global environmental preservation through the variety of wirelesscommunication technologies in areas from social infrastructure, such as disaster-prevention systems and surveillance systems,
to mobile communication equipment for shipping and automobiles.
Hitachi Kokusai Electric, on the other hand, is developing its solutions business mainly for public agencies with its
advanced wireless and telecommunications technologies. The two companies complement each other in terms of technology
and sales, and have a particularly strong affinity in high-speed, large-capacity communication technology and video
technology for which expansion of the market and technology domains can be expected, especially in the industrial solutions
field. The two companies will pursue synergies on a global level, also utilizing the overseas bases of the Company Group tostrengthen the solutions business’ revenue base which serves as a source of investment in growth areas. In addition, we areconvinced that, with Hitachi Kokusai Electric joining the Company Group, the technologies that will be created by synergies
with our Group’s diverse technologies will no doubt contribute to the realization of a super-smart society, including thepromotion of DX, significantly contributing to new developments.
Hitachi Kokusai Electric will continue to contribute to the development of Hitachi’s Social Innovation Business as anequity-method affiliate and a procurement partner after the Share Acquisition. The Company and Hitachi will work together
to create a win-win relationship through this Share Acquisition.
2. Overview of the company for the Share Acquisition

(1)

Name

HVJ Holdings Inc.

(2)

Address

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

Representative

Representative Director Shinichi Inagaki(4)Business(5)

Capital(6)

Investment, holding and management of securities such as shares and corporate
bonds
JPY 10 million

Date ofApril 14, 2017

incorporation

Japan Industrial Partners IV Investment(7)

Limited Partnershipand percentage ofManaslu Fund Ⅱ, L.P.

23.83%

shares held

Shepherds Hill Fund Ⅱ, L.P.

23.90%

Sonora Fund Ⅱ, L.P.

23.75%

CapitalRelationship between(8)

the listed company
and this company

N/A

relationship
Personnel

N/A

relationship
Business

N/A

relationship(9)28.52%

Major shareholders

Consolidated operating results and consolidated financial position of the company for the most recent threeyears
Fiscal year

March 2020

March 2021

March 2022

Consolidated net assets

JPY 16,326 million

JPY 16,758 million

JPY 21,773 million

Consolidated total assets

JPY 80,587 million

JPY 75,385 million

JPY 69,596 million

Consolidated net assets per share

JPY 17,555

JPY 18,019

JPY 23,412

Consolidated sales revenue

JPY - million

JPY 77,234 million

JPY 67,148 million

JPY 116 million

JPY 3,587 million

JPY 3,761 million

JPY 125

JPY 3,856

JPY 4,044

JPY -JPY 1,075

JPY 430

Net income attributable to parent
company shareholders
Consolidated net income pershare
Dividend per share(Note) The figures for the fiscal year ending March 31, 2020 are based on Japanese GAAP, and those for the fiscal year
ending March 31, 2021 and thereafter are based on International Financial Reporting Standards.
3. Overview of the subsidiary of the company for the Share Acquisition
(1)

Name

Hitachi Kokusai Electric Inc.

(2)

Address

2-15-12, Nishi-shimbashi, Minato-ku,Tokyo(3)

Representative

Kaichiro Sakuma, Representative Director, President and Chief Executive Officer(4)Business(5)Capital(6)Date ofincorporation
Major shareholders(7)

and percentage ofshares held

Provision of systems, solutions and products focused on wireless and video
technologies
JPY 1 billion
November 17, 1949
HVJ Holdings Inc.

80%

Hitachi, Ltd.

20%

Capital
Relationship between(8)

the listed company
and this company

N/A

relationship
Personnel

N/A

relationship
Business

N/A

relationship(9)

Consolidated operating results and consolidated financial position of the company for the most recent three years
Fiscal year

March 2020

March 2021

March 2022

Consolidated net assets

JPY 40,077 million

JPY 43,311 million

JPY 48,770 million

Consolidated total assets

JPY 76,912 million

JPY 77,895 million

JPY 76,799 million

JPY 4,570

JPY 4,939

JPY 5,562

JPY 85,618 million

JPY 77,234 million

JPY 67,148 million

JPY 4,506 million

JPY 4,964 million

JPY 5,258 million

JPY 513

JPY 566

JPY 599

JPY -

JPY -

JPY 57

Consolidated net assets per share
Consolidated sales revenue
Net income attributable to parentcompany shareholders
Consolidated net income pershare
Dividend per share(Note) The figures for the fiscal year ending March 31, 2020 are based on Japanese GAAP, and those for the fiscal year
ending March 31, 2021 and thereafter are based on International Financial Reporting Standards.
4. Outline of the sellers (as of March 31, 2023)(1) Japan Industrial Partners IV Investment Limited Partnership
(1)

Name

Japan Industrial Partners IV Investment Limited Partnership(2)

Address

Chiyoda-ku, Tokyo(3)

Business

Investment business(2) Shepherds Hill Fund Ⅱ, L.P.
(1)

Name

Shepherds Hill Fund Ⅱ, L.P.

(2)

Address

George Town, Grand Cayman, Cayman Islands(3)

Business

Investment business(3) Manaslu Fund Ⅱ, L.P.
(1)

Name

Manaslu Fund Ⅱ, L.P.

(2)

Address

George Town, Grand Cayman, Cayman Islands(3)

Business

Investment business(4) Sonora Fund Ⅱ, L.P.
(1)

Name

Sonora Fund Ⅱ, L.P.

(2)

Address

George Town, Grand Cayman, Cayman Islands(3)

Business

Investment business

5. Number of shares to be acquired, acquisition amount, and status of shares owned before and after acquisition(1)(2)

Number of shares owned
before transfer
Number of shares to be0 shares(Number of voting rights: 0)(Voting right ownership ratio: 0.0%)
930,001 shares

(3)acquired(Number of voting rights: 930,001)

Acquisition amount

Ordinary shares of HVJ Holdings: JPY 19,200 million

Number of shares(4)

owned after transfer

930,001 shares(Number of voting rights: 930,001)(Voting right ownership ratio: 100.0%)(Note) In addition to the Share Acquisition, this transaction also includes repayment of existing loans of HVJ Holdings.
The total amount of this transaction is expected to be about 37 billion yen.
6. Schedule(1)

Date of resolution by theBoard of Directors(2)

Date of conclusion of theagreement(3)

Date of execution of theShare Acquisition

May 31, 2023
May 31, 2023
July 31, 2023 (planned)(Note) The execution of the Share Acquisition is subject to the approval of the Japanese Fair Trade Commission andother competition law authorities that are required to be notified in accordance with applicable laws andregulations.
7. Future outlook
With regards to the fiscal year ending December 31, 2023, the impact on the consolidated performance of the Company iscurrently under scrutiny. If matters that require an announcement emerge going forward, we will make prompt notificationof the same.

End