TRANSLATION FOR REFERENCE PURPOSE ONLYThis notice has been translated from the original Japanese text of the timely disclose statement and is forreference purpose only. In the event of any discrepancy between the original Japanese and this translation,
the Japanese text shall prevail.
January 29, 2021

To whom it may concern

Company Name: Asahi Holdings, Inc.
Representative: Tomoya Higashiura, President(Code: 5857, First Section of the Tokyo Stock Exchange)
Contact:

Kunihiko Chogo, General Manager,
Corporate Planning & Communications Department(Phone: +81-3-6270-1833)

Notice on Transfer of Consolidated Subsidiary (Share Transfer)
This is to notify that Asahi Holdings, Inc. (hereinafter, "the Company"), at the Board of Directors meeting held today,
resolved the transfer of all the shares of INTER CENTRAL, INC. (hereinafter, "INTER CENTRAL"), its consolidated
subsidiary, to OTEC CORPORATION (hereinafter, "OTEC") as shown below.
As a result of this share transfer, INTER CENTRAL will be excluded from the Company's consolidated subsidiaries.
1. Reasons for the share transfer
In July 2012, INTER CENTRAL became one of the Company's consolidated subsidiaries. INTER CENTRAL isengaged in designing and constructing radiant heating and cooling systems and manufacturing and selling various
electric heating equipment.
OTEC operates two businesses: "Environmental System Business," devoted to designing, constructing, and maintaining
automatic air conditioning control systems, and "Plumbing Equipment Business," dedicated to selling plumbing
equipment and household equipment.
INTER CENTRAL's radiant-heat-assisted heating and cooling systems and electric heating equipment have been
increasingly applied to building entrances, hospitals, airports, libraries, and other facilities, contributing to theCompany's consolidated business results. The addition of INTER CENTRAL to the OTEC Group is expected to create
a synergy in improving the existing construction network and equipment sales. Moreover, the Company has decided totransfer the shares of INTER CENTRAL to optimize how to allocate management resources in its future growthstrategies.
2. Overview of INTER CENTRAL(1) Name
INTER CENTRAL, INC.
(2) Location
3-7-2, Nihonbashi-Honcho, Chuo-ku, Tokyo(3) Title and name ofRepresentative Director and President: Hajime Hida
representative(4) Description of businessDesigning and constructing radiant heating and cooling systems and manufacturing
and selling various electric heating equipment(5) Stated capital
153,750,000 yen(6) Date of establishment
October 17, 1974
(7) Major shareholder andJapan Waste Corporation: 100%
shareholding ratio(8) Relationship between
INTER CENTRAL is a wholly owned subsidiary of
Capital relationship
the Company andJapan Waste Corporation, a 100%-owned subsidiary of
the Company.
INTER CENTRAL
Personal relationship
There is a personal relationship through directors andemployees the Company temporarily transferred to thesubsidiary.
Business relationship
Not applicable1(9) Operating performance and financial condition of INTER CENTRAL in the past three years
Settlement period
Period ended March 2018 Period ended March 2019 Period ended March 2020
Revenue (¥ thousand)
2,340,988
2,210,174
2,325,857
Operating income (¥ thousand)
303,689
341,629
372,119
Ordinary income (¥ thousand)
258,428
325,850
356,410Net income (¥ thousand)
173,432
220,737
141,890
Net income per share (yen)1,167.45
1,485.88
955.12
Net assets (¥ thousand)
2,009,810
2,230,548
2,372,438
Total assets (¥ thousand)
2,699,8232,906,854
3,193,249
Net assets per share (yen)13,528.89
15,014.76
15,969.89
3. Overview of OTEC Corporation(1) Name
OTEC CORPORATION(2) Location
2-4-2 Toyo, Koto-ku, Tokyo(3) Title and name ofRepresentative Director and President: Shinichi Ichihara
representative(4) Description of business
Design, construction and maintenance of automatic air conditioning control systems,
sale of plumbing equipment and household equipment household equipment, etc.
(5) Stated capital
599,400,000 yen(6) Date of establishment
July 16, 1948
(7) Major shareholder andCustody Bank of Japan, Ltd.
19.05％
shareholding ratio
HIKARI TSUSHIN, INC.
8.19％
STATE STREET BANK AND TRUST COMPANY 505224
7.96％
OTEC Employee Stock Ownership Plan
6.48％
Azbil Corporation
4.73％
OTEC Kyoei-kai
4.50％
FM VALVE CORPORATION
2.69％
Mizuho Bank, Ltd.
2.55％
BBH FOR FIDELITY LOW-PRICED STOCK FUND
2.31％
MUFG Bank, Ltd.
2.27％
Yamato Valve Co., Ltd.
2.27％
(8) Relationship between
Capital relationship
Not applicable
the Company and OTEC Personal relationship
Not applicable
Business relationship
Not applicable
4. Number of shares to be transferred and number of shares owned before and after the transfer(1) Number of shares owned
148,557
before transfer(Number of voting rights: 148,557)(Ratio of voting rights held by the Company: 100%)(2) Number of shares to be
148,557
transferred(Number of voting rights: 148,557)(3) Number of shares after0transfer(Number of voting rights: 0)(Ratio of voting rights held by the Company: 0%)
5. Schedule(1) Date of resolution by Board of Directors(2) Date of the conclusion of the Share Transfer Agreement(3) Date of share transfer (plan)

January 29, 2021
January 29, 2021
March 31, 2021

6. Future prospects
This share transfer will have only a minor influence on the Company's performance.

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