Press Release

October 20, 2014
Company
Representative

EPS Corporation
Chairman & CEO

Yan HaoPresident & COO

Shinro Tashiro(Code 4282 TSE 1st Section)
Inquiries

Director, Group Administration Center
Deputy Center Director Shuzo Orihashi

Contact

ir@eps.co.jp

Notification of Company Split(Simple Division)
According to a meeting of the board of directors of our company, held on October 20, 2014, it has been decided
that EPS International Holdings Co.,Ltd. (EPSI), which operates and manages Global Research business (GRbusiness) in support services for global clinical development, will be transferred to an intermediate holding
company by using a company spin-off method , effective as of January 1, 2015 (tentative). The details of thistransaction are as follows.
Moreover, the spun-off company will be a wholly owned subsidiary resulting from a simplified absorption-type
split process, for which we will disclose about it, omitting some contents and disclosures.
For the Record

1. Purpose of Company Split
Our company and the EPS Group have perceived the growth potential from GR business, which is only
second to domestic operations and have become a source of extensive expansion. At present, we own
more than 10 corporate affiliates through direct investment in Asia and the US. Moreover with theestablishment of EPSI last October as a wholly owned subsidiary in Japan, we transferred control of thefunctions of our GR business from in-house to EPSI.
Furthermore, according to the “Notice of Establishment of a Split-Preparation Company to Accompany
Conversion into a Holding Company” we released on June 23, 2014, the authorities and duties of eachbusiness segment, including CRO, SMO, CSO, GR (Global Research) and EKISHIN’s (Chinese)
operations are clarified, and we are considering/implementing the transition to a new organizational
structure that will allow more autonomous operations on each segment.
Currently, we decided to consolidate under the EPSI corporate umbrella 4 overseas subsidiaries thatbelong to the GR business segment in which EPS has equity interest, to help build a more unified
operational structure based on the fundamental policy of greater autonomy for segment operations.
Specifically, the EPS equity interests in the GR business companies EPS Asia Pacific, Ever Progressing
System (Hong Kong) Limited, EPS International Korea Limited and TTMC will be succeeded to EPSI
through the absorption split.
With this change to the organization, the GR business segment, with the intermediary holding company
EPSI as the core, will pursue the double goals of business expansion and management efficiency, aiming
to execute forward-looking capital and investment strategies for the future.

<Structure of the GR business segment ( Numbers indicate equity ratio)>【Before the Split/Transfer】【After the Split/Transfer】

2. Summary of Company Split(1) Company Split Schedule
Separation Agreement approved by Board of Directors
Execution Data of Separation Agreement
Effective Date of Separation

October 20, 2014
During October, 2014 (tentative)
January 1, 2015 (tentative)(2) Format of Company Split
The Company will be spun off under the absorption-type split system proceedings, and the resulting company,
EPSI, will be a 100% owned subsidiary that will serve as the successor entity.
(3) Allocations Related to the Company Split
EPSI will issue 2,000 shares of common stock upon the company split, all of which will be allocated to theCompany.
(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights related to the Company Split
Not applicable.
(5) Increases or decreases in Capital resulting from the Company Split
The split will not cause any increases or decreases in the company’s capital.
(6) Rights and Obligations of the resulting Successor Company
Since the company split is a transfer of equity interest in an affiliated company, there is no succession ofobligations from the Company to EPSI.
(7) Estimations of Financial Obligations
We believe that there will be no issues with the anticipated fulfillment of obligations by successor company
EPSI subsequent to the effective date of the company split.

3. Outline of Companies Involved in the Company Split
Outline of Companies Party to the Company Split/ Transfer
Company to be Split(as of April 1, 2014)
Corporate Name
Head Office Address

EPS Corporation
1-8 Tsukudocho, Shinjuku-ku, Tokyo
Chairman & CEO Yan Hao
President & COO Shinro Tashiro

Representative
Business

Support services for clinical developments

CapitalDate Established
Number of shares Outstanding
Accounting Period End

Major Shareholders & Equity Ratio(as of March 31, 2014)

Operating Results & Financial
Position
Net Assets
Total Assets
Net Assets Per ShareSales
Operating IncomeIncome Before Taxes
Current Net Income
Net Earnings Per Share

Successor Company(as of October 1, 2013)

1,875 million yen
May 30, 1991
36,160,000 shares
September 30
Y And G Co., Ltd.
Japan Trustee Services Bank,Ltd.(Trust Account)
BBH For Matthews Asia
Dividend Fund
Goldman, Sachs & Co. Reg
Sumitomo Life Insurance Co.

EPS International Holdings Co.,Ltd.
1-8 Tsukudocho, Shinjuku-ku, Tokyo
President & CEO Dan Weng
Implementation, Management of Global
Clinical Development Support ServiceBusiness
100 million yen
October 1, 2013
2,000 shares
September 30

26.94%
6.83%
EPS Corporation 100％
5.96%
3.61%
3.32%

As of September 30, 2013 (consolidated)

As of October 1, 2013

20,060 million yen
30,323 million yen
488.91yen
37,584mbillion yen
3,497 million yen
3,540 million yen
1,709 million yen
47.81yen

100 million yen
100 million yen
50,000yen
―
―
―
―
―

Note: Regarding per share data, please notice that it already takes into account the stock split performed by the Company, in which each ordinary
stock share was split into 100 shares on April 1, 2014.

4. Overview of the equity interest division(1) Equity Interest to be divided
Entire equity interest in EPS Asia Pacific, Ever Progressing System ( Hong Kong ) Limited, EPSInternational Korea Limited, TTMC
(2) Operating Results of the Departments to be divided
The totality of equity interest will be transferred, for which there are no implications related to this.

(3) Assets or liabilities to be divided and their corresponding amounts
Involved assets
Debt to be split

1,072 million yen- million yen

5. State of Stock Listings after Company Split
There will be no changes related to the company’s trading name, address of head office, name or title ofrepresentatives, business, capital or fiscal period according to this split.
6. Expected Business Impact caused by the Split
The current consolidated results of the company will suffer no impact from this split.
END