May 31, 2023
To whom it may concern
Company: Teijin Limited
Representative: Akimoto Uchikawa, President and CEO
Stock code: 3401 (Prime Market, Tokyo Stock Exchange)
Contact: Naoki Hamashima, General Manager,
Investor and Public Relations Department
TEL: +81-3-3506-4395

Notice on Establishment of a Subsidiary by Company Split(Simplified Incorporation-type Company Split)
Teijin Limited (hereinafter, the “Company”) hereby announces that it has resolved at its Boardof Directors meeting held today to transfer the rights and obligations arising from its contractdevelopment and manufacturing organization (CDMO) business for regenerative medicines,including cell and gene therapies, to TEIJIN REGENET CO.,LTD., a new company to beestablished (hereinafter, the “successor company”), through an incorporation-type company split(hereinafter, the “Company Split”), with August 1, 2023 as effective date (planned).
As the Company Split is a simplified incorporation-type company split involving only theCompany, some disclosure items and contents are omitted from this announcement.
1.

Purpose of the Company Split
The Company Split will be implemented to promote agile and flexible business strategy forthe purpose of developing and expanding the CDMO business for regenerative medicines,including cell and gene therapies (hereinafter, the “Business”).

2.

Outline of the Company Split(1) Schedule for the Company Split
Board of Directors resolution on the Company Split plan: May 31, 2023
Planned date of the Company Split (effective date): August 1, 2023 (planned)*As the Company Split meets the requirements for a simplified incorporation-type company
split in accordance with the provisions of Article 805 of the Companies Act of Japan, theCompany does not require approval at its General Meeting of Shareholders.
(2)

Method of the Company Split
The Company Split is a simplified company split in which the Company is the splitting
company and the company to be newly established is the successor company, and thenewly established company will be a wholly owned subsidiary of the Company.

(3)

Allocation of shares upon the Company Split
The successor company will issue 10,000 shares of common stock upon the CompanySplit, and all the shares will be allocated to the Company.

(4)

Treatment of stock acquisition rights or bonds with stock acquisition rights upon theCompany Split
1

There will be no change in the handling of issued stock acquisition rights due to theCompany Split.
(5)

Increase or decrease in capital due to the Company Split
There will be no increase or decrease in capital due to the Company Split.

(6)

Rights and obligations to be assumed by the successor company
The successor company will assume the assets, liabilities, contractual status, and otherrights and obligations with respect to the Business prescribed in the Company Split plan
to be established on May 31, 2023.

(7)

Prospects for fulfilling financial obligations
It is expected that the amount of assets of the successor company after the effective
date of the Company Split will exceed that of liabilities. As of today, it is not anticipatedthat any event that is likely to hinder fulfillment of financial obligations to be borne by
the successor company will occur on or after the effective date of the Company Split.
Thus, we have judged that the obligations of the successor company are expected tobe fulfilled on and after the effective date of the Company Split.

3.

Outline of Parties involved in the Company Split
Splitting company(As of March 31, 2023)

Successor company(August 1, 2023; Planned)

Company nameTeijin Limited

TEIJIN REGENET CO., LTD.

Location of head
office2-4, Nakanoshima 3-chome,Kitaku, Osaka, Japan

Kasumigaseki Common Gate
West Tower,2-1,Kasumigaseki 3chome, Chiyoda-ku, Tokyo,Japan

Name ofrepresentative

President and CEO,
Representative Director of theBoard
Akimoto Uchikawa
Research, production and salesof synthetic fibers and chemical
products, etc.

President and Representative

Capital71,833 million yen

100 million yen

Date ofestablishment
Number of sharesissuedAccounting period

June 17, 1918

August 1, 2023 (Planned)

197,953,707

10,000 (Planned)

March 31

March 31

Major shareholders
and shareholding
ratio

The Master Trust Bankof Japan, Ltd. (Trustaccount)
Custody Bank ofJapan, Ltd. (Trustaccount)
Nippon Life Insurance

Businesses2

17.11％

6.69％

3.66％

DirectorTakayuki Nakano
CDMO business for regenerative
medicines, including cell andgene therapies

Teijin Limited

100.00%Company
And others
Note: The shareholding ratio has been calculated after excluding treasury stocks.
4.

Consolidated Financial Position and Operating Results of the Splitting Company for theLatest Fiscal Year
Year ended March 31, 2023 (consolidated)Net assets

451,084 million yen

Total assets

1,242,433 million yen

Shareholders' equity per share

2,209.82 yen

Net sales

1,018,751 million yen

Operating income

12,863 million yen

Ordinary income

9,100 million yen

Profit attributable to owners of parent(17,695) million yen

Earnings per share5.

(92.04) yen

Overview of the Business to be Split(1) Business to be split
CDMO business for regenerative medicines, including cell and gene therapies(2)

Operating results of the Business to be split (year ended March 31, 2023)
The Business is a new business and has not contributed to the Company for thelatest fiscal year.

(3)

Amount of assets and liabilities to be split (As of March 31, 2023)

AssetsItem
Current assets
Noncurrent assets

Liabilities
Book value

Item3,586 million yen
430 million yen

Current liabilities
Noncurrent liabilities

Book value
16 million yen

Total
4,016 million yen Total
16 million yen
Note: The actual amount of the assets and liabilities to be split may vary from the amounts
stated above after reflecting any increase or decrease of the assets and liabilities occurring
prior to the effective date of the Company Split.
6.

Status of the Company after the Company Split
The company name, location of head office, title and name of representative, businesses,
capital, and accounting period of the Company will not change after the Company Split.

7.

Financial Outlook
The impact of the Company Split on the business performance of the Company isexpected to be minor. However, we will make an announcement as quickly as possible if
any matter requiring disclosure occurs in the future.
- End 3