November 19, 2014
Press Release

Company Name:EPS Corporation

Names of theRepresentative:

Chairman & CEO

Yan

President & COO

Shinro Tashiro

Hao(Code: 4282, TSE First Section)
Contact info:

ir@eps.co.jp

Notification of Completion of a Company Split Agreement and Amendments
to the Articles of Incorporation (firm name, project aims, etc.) to
Accompany Conversion into a Holding Company

On June 23, 2014, we officially announced our transition to a holding company in the press release “Notice ofEstablishment of a Split-Preparation Company to Accompany Conversion into a Holding Company”; however,at the board meeting held on November 19, 2014, we resolved to transfer the rights and obligations in relation
to our Clinical Development Support Services business (Contact Research Organization project; CRO project)(hereafter, the “project”) to our wholly-owned subsidiary EPS successor preparatory company (hereafter, the“prep company”) effective as of January 1, 2015. We also completed the absorption-type company split
agreement (hereafter, the “company split agreement”) with our subsidiary company, as stated in Section I
below.
Furthermore, the effectuation of the company split requires the approval of the General Shareholders’ Meeting
planned for December 19, 2014 and obtainment of the necessary licenses and approvals from the government
and public agencies for the prep company.
Also, at the board meeting of November 19, 2014, we voted on amendments to the Articles of Incorporation(hereafter, the “Articles of Incorporation amendments”), such as changing the firm name to “EPS Holdings
Ltd.” as well as altering the business aims to match the transition into a holding company, the details of which
are stated in Section II below.
The amendments to the Articles of Incorporation require the approving vote of the General Shareholder’sMeeting scheduled for December 19, 2014.
In addition, this is a company split in which company departments will be inherited by the wholly-owned
subsidiary, thus some disclosure items and details have been omitted.

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I. Transition to a Holding Company After Company Split
1. Background and Purpose of Transition to a Holding Company
Our group’s goal is to execute our fundamental principle, “contribution to the advancement of the healthindustry through worthwhile solutions”, to clarify and strengthen company management mechanisms, topromote and perfect group administration. Accompanying the recent expansion of our business scope, we
consider the current term the “first year of group administration”. We have promoted autonomous
management in each business segment and we have discussed an appropriate group administration structure,
which requires clarification of jurisdiction and duties as well as devising back-up structural expansion. In
order to actualize the further growth of the EPS group, we believe we must capitalize on the specialities ofeach business segment and construct a management system which will maximize the worth of group as awhole. Thus, we decided on a policy of transitioning to a holding company with a series of structuralreformations, including the company split.
2. Summary of Company Split(1) Schedule of Company Split
Board of Directors’ Meeting
Completion of Company Split Agreement
Record Date for the General Shareholders’ Meeting
General Shareholders’ Meeting
Effective Date of Company Split
Date of Allotment of Shares

November 19, 2014
November 19, 2014
September 30, 2014
December 19, 2014 (tentative)
January 1, 2015 (tentative)
January 1, 2015 (tentative)(2) Type of Split
This is an absorption-type company split with EPS Corporation as the demerged company, and the prepcompany as the successor company.
(3) Details of Allotment Due to the Company Split
At the time of the company split, the prep company which will be the successor company will issue 1,000
shares, all of which will be allotted to the demerged company.
(4) Treatment of Share Warrants and WBs Accompanied by the Company Split
We have not issued share warrants or warrant bonds.
(5) There will be no relevant information on fluctuating capital stock.
(6) Rights and Obligations Succeeded to the Successor Company
After the company split, the prep company will inherit the rights and obligations endowed by the EPS
Corporation, with the exception of some of the rights and obligations which will cause difficulty in the
succession.
(7) Prospective Performance Obligations
We conclude that there will be no problems in the fulfillment of prospective financial obligations to be
inherited by prep company following the effective date of the company split. Furthermore, the transfer ofobligations shall be undertaken based on the concomitant assumption method.

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3. Outline of Companies Involved in the Company Split
Company to be Split

Successor Company(as of September 30, 2014)(as of July 1, 2014)(1) Corporate NameEPS Corporation

EPS International Holdings Co., Ltd.

(2) Business Contents

Clinical development support
services, etc.

Clinical development support
services, etc.

(3) Date of Incorporation May 30, 1991

July 1, 2014(4) Head Office Address 1-8 Tsukudo-cho, Shinjuku-ku, Tokyo

2-23 Shimomiyabi-cho, Shinjuku-ku,
Tokyo(5) Representatives(6) Capital(7)

Number of
Outstanding Shares(8) Fiscal Period End
(9)

(10)

Number of
Employees

Major Shareholders& Equity Ratio

Relation to the(11)
Corporation

Chairman & CEO Yan Hao
President & COO Shinro Tashiro

President & COO Sho Tanaka

1,875 million yen

100 million yen

36,160,000 shares

2,000 shares

September 30

September 30

4,148 (consolidated)

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Y And G Co., Ltd.
EPS Corporation 100%
26.94%
Goldman, Sachs & Co. Reg
5.79%
Japan Trustee Services
Bank, Ltd.(Trust Account)
5.52%
The Master Trust Bank of Japan(Trust Account 4.85%
BNP Paribas Sec Services
Luxembourg / JASDEC /Aberdeen Global Client Assets
3.32%
The demerged company holds all shares of the successor
Capital Ties
company

Personal Ties

The director of the demerged company is also
representative director of the prep company. Also, weplan to dispatch executives and transfer employees fromthe demerged company to the successor company.

Business Ties

There are no major transactions taking place. In addition,
the demerged company shall be entrusted with part of thesuccessor company’s management as well as
administrative support.

(12) Operating Results & Financial Position
Company to be Split(As of September 2014[consolidated])
Net Assets

21,230 million yen

Successor Company(As of July 1, 2014)
100 million yen

3Total Assets

34,689 million yen

100 million yen

Net Assets Per Share

533.49 yen

50,000 yen

Sales

41,800 million yen―

Operating Profit

4,491 million yen―

Operating Income

4,242 million yen―

Current Net Income

1,828 million yen―

Net Earnings Per Share

51.54 yen―

(Note 1) The demerged company is planned to change its name to “EPS Holdings Inc.” on the date ofJanuary 1, 2015.
(Note 2) The successor company is planned to change its name to “EPS Corporation” on the date ofJanuary 1, 2015.
(Note 3) The share indices were calculated with the stock split of 100 shares to each common stock
carried out on April 1, 2014 taken into consideration. Also, the number of shares held by the
Employee Stockholding Association Trust was subtracted from the total of weighted-average
number of common shares outstanding and the number of shares issued at the end of the fiscal
year.
(Note 4) The net assets and total assets regarding the prep company which will be the successor
company pertain to the amount on its establishment on July 1, 2014, as it has yet to experiencea fiscal year.
4. Details of the Divisions Being Split(1) Details of Operations of Divisions Being Split
EPS’s Clinical Development Support Service (CRO)(2) Operating Results of the Divisions to be Split (as of September 2014)
Division Being Split(a)

EPS (before division)(b)

22,369 million yen

22,475 million yen

Sales

Percentage (a/b)
99.5%(3) Amounts of Assets and Liabilities to be Split (as of September 30, 2014)
AssetsItem

Liabilities
Registered Value

Item

Registered Value

Current Assets

7,273 million yen Current Liabilities

2,111 million yen

Fixed Assets

3,346 million yen Fixed Liabilities

883 million yen

Total
10,619 million yen
Total
2,994 million yen(Note) The amount of assets and liabilities being split are based on our balance sheet as of September
30, 2014. The actual amount of assets and liabilities being split will be added and subtracted
from the above calculations after the effective date of the company split.

45. The State Of Affairs After The Company Split
Demerged Company(1) Corporate Name

Successor Company

EPS International Holdings Co., Ltd. EPS Corporation(2) Head Office Address 1-8 Tsukudo-cho Shinjuku-ku, Tokyo 2-23 Shimomiyabi-cho Shinjuku-ku,
Tokyo(3) Representatives

Chairman & CEO Yan Hao

President & COO Shinro Tashiro(4) Business Operations Planning and managing group
administration through possession ofstock and equity, business
management, etc.
(5) Capital Stock
1,875 million yen(6) Accounting Period

September 30

President & COO Sho Tanaka
Operations in clinical development
support service, etc.

100 million yen
September 30

6. Future Prospects
Because the prep company is our wholly-owned subsidiary, the company split will not have a considerable
effect on consolidated performance. Regarding non-consolidated business performance, because we will
become a holdings company after the company split, we will focus on dividends from our affiliatedcompanies and revenue for administrative support. We also plan to focus our expenditures as a holdings
company on the business administrative function of the company group.

5II. Amendments to the Articles of Incorporation
1. Purpose of the Amendments to the Articles of Incorporation
The amendments to the articles of incorporation accompanying the transition to a holdings company include
changing the firm name to “EPS Holdings International,” changing the business aims to the administrative
management of the other company, and alterations of other vital points as a holdings company.
2. Details of the Amendments to the Articles of Incorporation
The details of the amendments to the articles of incorporation are stated on the annexed sheets.
Note: The details below include the contents of amendments to the articles of incorporation concerning the
introduction of the system for topping up shareholdings, which was announced in our press release of October
10, 2014, entitled: “Announcement Regarding Introduction of System for Topping up Shareholdings of Less
Than One Unit and Partial Amendment of the Articles of Incorporation.”
3. Schedule for Amendments to the Articles of Incorporation
General Shareholders’ Meeting for the
Amendments to the Articles of Incorporation December 19, 2014
Effective Date for the Amendments to the
Articles of Incorporation
January 1, 2015 (tentative)(Note) The effective date for the amendments regarding Article 18 (Record of Proceedings) of thecurrent Articles of Incorporation is scheduled for December 19, 2014.

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AnnexAmendments to the Articles of Incorporation(Changes are indicated by underlined text.)
Current Articles of Incorporation

Amended Articles of Incorporation(Firm Name)
Article 1: The firm name is EPS Corporation.

(Firm Name)
Article 1: The firm name is EPS Holdings, Inc.

(Objectives)(Objectives)
Article 2: The objective of our firm is to carry on Article 2: The objective of our firm is to carry on
the following operations.
each of the following operations in ourcompany (including foreign offices.)
In addition, directing and managing thebusiness activities of the concerned
companies through possession of stockand equities.
1. Research and development, clinical andnonclinical studies, examinations and design,drafts, information gathering, processing, andprogram sponsoring as well as consulting
regarding the following goods:(1) medical supplies(2) medical equipment(3) nonmedical products(4) cosmetics(5) chemical reagents(6) medicines/agrochemicals/chemicals(7) commodities(8) beverages(9) food/fodder additives(10) daily necessities
2. Production,
manufacturing,sales,
importing/exporting as well as consulting
regarding the goods mentioned in the above
Paragraph.

(as currently)

3. Production, manufacturing, sales, andimporting/exporting of the various utensils
and materials involved in the research anddevelopment, clinical and nonclinical studies
mentioned in Paragraph 1.
4. Sales, importing/exporting, maintenance aswell as consulting for computers and their
peripheral equipment, business machinery,communications equipment, and electronic
goods
5. Development, design, manufacturing, sales,
importing/exporting,
maintenance,
andsupport as well as consulting for computer7systems and software86. Development, design, manufacturing, sales,
importing/exporting, maintenance and support
as well as consulting for information network
systems utilizing computers.
7. Development, design, manufacturing, sales,
importing/exporting, maintenance and support
as well as consulting for systems regarding
information gathering, processing, andprovisioning services and telecommunications
services which use the Internet and othernetworks.
8. Clinical test support
9. Outsourcing dispatch workers and (feecharging) employment placement projects
10. Projects related to training programs,
seminars, lectures, and induction courses forhuman resources development
11. Management consulting
12. Marketing
13. Publishing and printing(as currently)

14. Advertising & publicity and running anadvertising firm
15. Trading, leasing and leasing mediation as wellas management of real estate.
16. Leasing and leasing mediation of properties
17. Sales and importing/exporting of stationery,
office supplies, and utensils
18. Possession, investment, and trade of securities
as well as other investments.
19. Financing business
20. Comprehensive leasing business
21. Warehousing, shipping by truck, and freight
forwarding business22. Interpreting and translation business23. Operation and management of medical,
sanitary, amusement, eating/drinking, lodging,and non-medical treatment facilities

924. Travel agencies based on the Travel Agency
Act
25. Damage insurance agency, insurance agency
based on the Automobile Liability Insurance
Act, and agency business related to life
insurance
26. Acquisition and transfer of different types ofintangible property rights and intermediation
thereof.

(as currently)

27. Design, execution, and contracting for electric
construction,
telecommunications
construction, and building construction② To do any and all other business incidental or
relating to any of the foregoing items.

28. All other work incidental to the above items.

(newly established)
Article 3 - Article 8 (omitted)

Article 3 - Article 8 (as currently)(Rights regarding shareholdings of less than one (Rights regarding shareholdings of less than one
unit)
unit)
Article 9: Shareholders may not exercise some or Article 9: Shareholders may not exercise some or
all rights, other than the following
all rights, other than the following
rights, with respect to its shares of lessrights, with respect to its shares of lessthan one unit.
than one unit.
1. Rights described under each Item of Article
189 Paragraph 2 of the Company Law

1. Rights described under each Item of Article
189 Paragraph 2 of the Company Law

2. Rights pertaining to application pursuant to
the provision of Article 166 Paragraph 1 of theCompany Law

2. Rights pertaining to application pursuant to
the provision of Article 166 Paragraph 1 of theCompany Law

3. The right to receive an allotment of stockacquisition rights or to receive an allotment ofshares to be offered.

3. The right to receive an allotment of stockacquisition rights or to receive an allotment ofshares to be offered.

(newly established)

4. The right to make the request set forth in thefollowing article.

(newly established)(Adding to holdings of shares less than one unit)
Article 10: Shareholders holding shares less than one
unit may, pursuant to the share handlingregulations, request that the Company
sell to the shareholder a number ofshares that, together with sharesconstituting less than one unit held by
the shareholder will constitute one unit.

Article 10 - Article 17 (provisions omitted)

Article 11 - Article 18 (as currently)

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(Minutes)(Minutes)
Article 18: The gists of the proceedings and the actions Article 19: The gists of the proceedings and the actions
taken at a general meeting of shareholders
taken at a general meeting of shareholders
and other matters provided by relevant
and other matters provided by relevantlaws and regulations shall be recorded inlaws and regulations shall be recorded in
the minutes, or recorded and the Chairman
the minutes.
and the Directors present shall affix theirnames and seals or put their electronic
signatures thereon.
Article 19 - Article 47 (provisions omitted)(newly established)

Article 20 - Article 48 (as currently)(Auxiliary Provisions)
Article 1: The amendments to Article 1 and Article 2,
Article 9 Paragraph 4, the establishment of
Article 10 as well as the renumbering of
the articles which accompanies their new
establishment will take effect as of January
1, 2015.
Article 2: The auxiliary provisions here are to beeliminated following the effect of theamendments
totheArticlesof
Incorporation ordained in the precedingarticle of entry.

END

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