KAWASUMI LABORATORIES, INC.
March 31, 2021
Succession of Medical Device Business from Sumitomo Bakelite Co., Ltd. andCompany Name Change (effective on Oct. 1, 2021)
Kawasumi Laboratories, Inc. hereby announces that the Company decided tosucceed medical device business of Sumitomo Bakelite Co., (“SB”) by way of Company
Split (simplified absorption-type split) form SB, with a scheduled effective date of October 1,2021, and to change our company name and location of the headquarters as follows on thesame date.
There are no other changes (e.g. its title and name of the representatives) scheduledon the same day.
For details, please refer to attached SB's press release “Notice concerning CompanySplit (simplified absorption-type split) of the Company’s Medical Device Business toWholly-owned Subsidiary” dated March 31, 2021.

Company name (English)

SB-KAWASUMI LABORATORIES, INC.

Company name (Japanese)

SB カワスミ株式会社

Company name (Chinese)

住倍川澄株式会社

Address

3-25-4 Tonomachi, Kawasaki-ku, Kawasaki-shi,
Kanagawa 210-8602, Japan

Representative phone number+81-44-589-8070

FAX number+81-44-589-8910

Change DateOctober 1st, 2021Through the Company Split, we will expand the medical device business further bystrengthening and accelerating R&D of next-generation medical device products in the fieldof the minimally invasive treatment on which both companies have been focusing, andimprove business efficiency including production & sales structure, and aim at increasingpresence in the medical device industry. We continue to respond to changes in the medical
market and contribute to improving the quality of life (QOL) of patients.

END

[Tentative Translation]

March 31, 2021
To whom it may concern:
Company Name: Sumitomo Bakelite Co., Ltd.
Representative:

Kazuhiko Fujiwara
President and Representative Director(Code: 4203 Tokyo Stock Exchange 1st Section)

Contact:

Katsuhisa Shiramoto
Manager of Corporate Communication Dept.,
Corporate General Affairs Div.

Notice concerning Company Split (simplified absorption-type split) of
the Company’s Medical Device Business to Wholly-owned Subsidiary
Sumitomo Bakelite Co., Ltd. hereby announces that, at the meeting of the Board of Directors held onMarch 31, 2021, the Company decided to succeed its medical device business to its wholly-owned
subsidiary, Kawasumi Laboratories, Inc. (“Kawasumi Laboratories”), through a company split with ascheduled effective date of October 1, 2021 (the “Company Split”).
As the Company Split is a simplified absorption-type split with a wholly-owned subsidiary, somedisclosure items and/or details are omitted. Any matters not determined at this time will be announced
as soon as they are determined.
1.

Purpose of the Company Split
The Company defines a healthcare field as one of its creation areas. In the medical device
business of the field, the Company has been aiming at expanding the business scale by launchingadvanced products into the market of and implementing active development in the growing areaof the minimally invasive treatment such as endovascular treatment and endoscopic treatment.
On the other hand, the competitive environment surrounding the recent medical device industry
becomes intense. To overcome such environment, based on the recognition that it was necessary
for the Company to not only make self-help efforts but also form a business alliance with thepartner with whom the Company can share its growth strategies, the Company executed a capitaland business alliance agreement on March 2019 with Kawasumi Laboratories who defined theminimally invasive treatment as the growing area same as the Company. Furthermore, in orderto promote the collaboration between both companies quickly and effectively, as of October 30,
2020, Kawasumi Laboratories has become a wholly-owned subsidiary of the Company after thetender offer for the shares in Kawasumi Laboratories and demand for a share cash-out to the1[Tentative Translation]

shareholders of Kawasumi Laboratories.
Thereafter, the Company and Kawasumi Laboratories considered optimization for the businessexpansion through a mutual exchange meeting and sectional committee. As the result, bothcompanies has reached a consensus that integration of the medical device business between bothcompanies leads to the early generation and maximization of group synergy.
Through the Company Split, both companies expand the medical device business further bystrengthening and accelerating R&D of next-generation medical device products such as those in
the field of the minimally invasive treatment on which both companies focus and improving
business efficiency including production and sales structure, and aim at increasing presence inthe medical device industry in the future.
2.

Outline of the Company Split(1) Schedule for the Company Split

Resolution date of the absorption–type split

To be determined.

agreement at the meeting of the Board ofDirectors
Execution date of the absorption-type split

To be determined.

agreement
Effective date of the Company Split

October 1, 2021 (planned)(Note) The Company Split will be carried out without obtaining approval of the general meeting ofshareholders of both companies because the Company Split is a simplified absorption-typeof company split pursuant to Article 784, Paragraph 2 of the Companies Act for the Company,
and a summary absorption-type of company split pursuant to Article 796, Paragraph 1 of theCompanies Act for Kawasumi Laboratories.
(2) Method of the Company Split
The Company Split is an absorption-type of company split (simplified absorption-type split)with the Company as the splitting company and Kawasumi Laboratories as the succeedingcompany.
(3) Details of allocation related to the Company Split
Because the Company Split is carried out with the Company’s wholly-owned subsidiary, noallocation of shares or delivery of other consideration will take place.
(4) Treatment of share options and bonds with share options associated with the Company Split
Not applicable.

2[Tentative Translation](5) Increase or decrease in capital stock due to the Company Split
There will be no increase or decrease in capital stock due to the Company Split.
(6) Rights and obligations to be succeeded by the succeeding company
Kawasumi Laboratories will succeed the rights and obligations in relation to the Company’s
medical device business to the extent provided in the absorption-type split agreement executedwith the Company.
(7) Prospects for fulfillment of liabilities
This matters will be announced as soon as details of rights and obligations to be succeeded toKawasumi Laboratories are determined.
3.

Profiles of the Parties involved in the Company Split
Splitting Company(i)Name(ii) Location

Succeeding Company

Sumitomo Bakelite Co., Ltd.

Kawasumi Laboratories, Inc.

5-8, Higashi-Shinagawa 2-chome,

Shinagawa Intercity Tower B, 9th

Shinagawa-ku, Tokyo, Japan

Floor, 2-15-2, Konan, Mintao-ku,
Tokyo, Japan(iii) Title and name ofthe representative(iv) BusinessdescriptionKazuhiko Fujiwara, President andTakeshi Saino, President andRepresentative Director

Representative Director

Manufacturing
variousandsynthetic

sales

ofDevelopment, manufacturing andresins

andsales of medical devices andsynthetic resin products

pharmaceuticals(v) Capital

37,143 million yen

310 million yen(vi) Date ofJanuary 25, 1932

June 26,1957(vii) Issued shares

49,590,478 shares

20,667,927 shares(viii)Fiscal year-end

March 31

March 31(ix) Major shareholders

Sumitomo Chemical Co., Ltd.

Sumitomo Bakelite Co., Ltd.

establishmentandratios

shareholding

22.33％100％

The Master Trust Bank of Japan,(As of October 30, 2020)

Ltd. (Trust Account)

10.20％

Custody Bank of Japan, Ltd. (TrustAccount)

6.22％

Custody Bank of Japan, Ltd. (Trust3[Tentative Translation]

Account 9)

5.36％

JAPAN POST INSURANCE Co.,
Ltd.

2.23％
(As of September 30, 2020)(x) Consolidated financial position and operating results for the latest fiscal year (fiscal year ended
March 31, 2020)
Total equity

179,154 million yen

Total assets

283,322 million yen

Equity attributableto owners of parent

3,764.17 yen

per share
Revenue

206,620 million yen

Business profit

14,346 million yen

Operation profit

10,285 million yen

Profit attributable toowners of parent

8,986 million yen

Basic earnings pershare

190.96 yen

Net assets

38,992 million yen

Total assets

44,130 million yen

Net assets per share

1,884.33 yen

Net sales

22,323 million yen

Operating income

648 million yen

Ordinary income

795 million yen

Net income
attributable to1,395 million yen

owners of parent
Net income per

67.55 yen

share

(Note) “Business profit” is calculated by deducting “Cost of sales” and “Selling, general andadministrative expenses” from “Revenue”.
4.

Outline of the Business to be Split(1) Business to be split
The Company’s medical device business

4

[Tentative Translation](2) Operating results of the business to be split
Net sales: 7,922 million yen (fiscal year ended March 31, 2020)(3) Items and amounts of assets and liabilities to be split
This matters will be announced as soon as details of rights and obligations to be succeeded toKawasumi Laboratories are determined.
5.

Status after the Company Split
As a result of the Company Split, there will be no changes in the Company’s name, location, title
and name of the representative, business description, capital or fiscal year-end.
With regard to Kawasumi Laboratories, the succeeding company, as of the same date as theeffective date of the Company Split, it will change its name to “SB-Kawasumi Laboratories, Inc.”and its location of head office and registered address to “25-4, Tonomachi 3-chome, Kawasakiku, Kawasaki City, Kanagawa, Japan”. There will be no changes in its title and name of therepresentative, business description, capital or fiscal year-end.

6.

Outlook
The impacts of the Company Split on the Company’s consolidated financial results are to beminor since the Company Split is carried out between the Company and its wholly-owned
subsidiary.

(Reference) Consolidated financial forecasts for the fiscal year ending March 31, 2021 (announced onFebruary 1, 2021) and consolidated results for the previous fiscal year

Forecasts for thecurrent fiscal year

Revenue

Business Profit(million yen)(million yen)

Profit attributable

Basic earnings

to owners of parentper share(million yen)(yen)

206,500

15,00011,000233.75

206,620

14,346

8,986

190.96

Actual results for the
fiscal year ended
March 31, 2020
END5