May 19, 2014
To whom it may concern:
Company Name: Asahi Holdings, Inc.
Representative: Mitsuharu Terayama, CEO(Code: 5857, First Section of the Tokyo Stock Exchange)
Contact: Keitaro Shigemasa, Director(Phone: 03-6270-1833)
Notification on Acquisition of Shares ofFUJI MEDICAL INSTRUMENTS MFG. CO., LTD.
Asahi Holdings, Inc. (hereinafter “Asahi”) hereby notifies that it was resolved at the Board Meetingof the Company held today that Japan Waste Corporation (hereinafter “the Company”), ourconsolidated subsidiary, will acquire the shares of FUJI MEDICAL INSTRUMENTS MFG. CO.,LTD.(hereinafter “Fujiiryoki”) to make it its subsidiary as follows:
1． Reason for the share acquisition
Since the foundation in 1954, “Fujiiryoki” is engaged in manufacturing and selling ofhealth-related products such as massaging tools, hearing aids, electric therapy apparatus forhousehold use, alkaline water ionizer, etc.

“Fujiiryoki” boasts its superior product development

capability and its brand power as the domestic leading company in the massage chair market.
As for hearing aids, home electric therapy apparatus, etc., “Fujiiryoki” provides a variety ofproducts, which are approved by the pharmaceutical affairs law, and has become a“comprehensive manufacturer of health and beauty”, offering specialized products withoutstanding quality.

Each product, which requires expertise and know-how, is delivered toeach customer respectively through a variety of sales network such as large scale home
appliance stores, JA (Japan Agricultural Cooperation), local electronic appliance shops,
catalogue companies, overseas agencies, etc.

“Fujiiryoki” develops its business domesticallyand abroad leveraging its own sales network and marketing capabilities acquired through many
years of experience.
As the number of senior people increase in Japan, the healthcare-related equipment industry,
which has gained its social significance to maintain human life healthy, is one of few markets
expected for growth in the future.
By incorporating “Fujiiryoki” into our group companies, we will expand our business domain.
In addition, we will enhance our growth potential and profitability by creating new business
opportunities leveraging the mutual business bases – the sales of “Fujiiryoki” medical devices
through our nationwide network of hospitals and dental clinics developed over the years and thesales of our group products through the “Fujiiryoki” sales and marketing network.
2． Overview of “Fujiiryoki”(1) Name

FUJI MEDICAL INSTRUMENTS MFG. CO., LTD.

(2) Location

1-22, Noninbashi 1-chome, Chuo-ku, Osaka 540-0011(3) Representative & Title

Sadao Kihara, President(4) Type of Business

Manufacturing and sales of health-care related instruments(5) Capital in paid

JPY 300 million(6) Establishment

April 13, 1965

(7) Major Shareholders andShareholding RatioInvestment funds relating to Next Capital Partners (including ajoint investor) : 80.9%(Refer to “NOTE”)-1-JAPANCapitalRelationship

There is no capital relationship between “Asahi”
and “Fujiiryoki”. Also there is nothing worth of
special mention in capital relationship between“Asahi” and its subsidiaries.
Personal
There is no personal relationship between “Asahi”
Relationship and “Fujiiryoki”. Also there is nothing worth of
special mention in personal relationship between“Asahi” and its subsidiaries.
Business
There is no business relationship between “Asahi”
Relationship and “Fujiiryoki”. Also there is nothing worth of
special mention in personal relationship between“Asahi” and its subsidiaries.
(9) Results of Operation and Financial Conditions of past 3 years of “Fujiiryoki” (in millions ofyen, unless otherwise specified)(8) Relationship with “Asahi”

Fiscal Year Ended
Net Sales

August 2011

August 2012

August 201317,026

18,584

17,206

Operating Income

825

1,210

515

Ordinary Income

625

1,060

430

Net Income

667

1,084

31

2,226.34 yen

3,613.43 yen

103.73 yen

Net Income per Share
Net Assets

866

1,950

1,980

Total Assets

12,192

11,437

10,3712,889.20 yen

6,502.53 yen

6,603.14 yen

Net Assets per Share

Cash Dividend per Share－－－(NOTE) Total Share of investment funds relating to Next Capital Partners Co., Ltd. including joint
investors: （Next Capital Partners Limited Partners, Pacific Chiyoda L.P., Next CapitalPartners II Limited Partnership, Kojimachi Opportunities Funds, L.P., Hanzomon
Opportunities Funds, L.P.） Remaining shares are owned by individual shareholders.
3． Overview of Next Capital Partners Co., Ltd.
Burex Kojimachi, 3-5-2 Kojimachi, Chiyoda-ku, Tokyo, 102-0083(1) Location
JAPAN(2) Representative & Title
Hisao Tateishi, CEO
Investment, Consulting, and all other associated business(3) Type of Business
operation(4) Capital in Paid
JPY 50 million(5) Establishment

July 1, 2005

(6) Net Assets

JPY 151 million(7) Total Assets

JPY 2,735 million
CapitalThere is no capital relationship between “Asahi”
Relationship and “Next Capital Partners”. Also there isnothing worth of special mention in capital
relationship between “Asahi” and its subsidiaries.
Personal
There is no personal relationship between “Asahi”
Relationship and “Next Capital Partners”.
Also there isnothing worth of special mention in personal
relationship between “Asahi” and its subsidiaries.
Business
There is no business relationship between “Asahi”
Relationship and “Next Capital Partners”.
Also there isnothing worth of special mention in personal
relationship between “Asahi” and its subsidiaries.

（8）Relationship with “Asahi”-2-4． Number of shares acquired and number of shares to be held by “Asahi” before/after theacquisition(1) Number of Shares Held by“Asahi” before Acquisition(2) NumberAcquiredofShares

Common stock: 0 shares(Number of voting rights: 0)(Holding ratio of voting rights:0.0%)

Common stock: 242,828 shares(Holding ratio of voting rights: ：242,828 shares)(3) Acquisition Price

Common stock:

JPY 7,800 million(3) Number of Shares Held by“Asahi”after Acquisition

242,828 shares(Number of voting rights: 242,828 shares)(Holding ratio of voting rights： 80.9％）

5． Schedule(1) Board Resolution Date

May 19, 2014(2) Date of Execution

May 19, 2014(3) ShareTransfer
Date July 1, 2014
(scheduled)(NOTE) Regarding Share Transfer Date, the fixed date will be announced after procedures
regarding the “Act on Prohibition of Private Monopolization and Maintenance of Fair
Trade” is completed.

6． Future Outlook
The impact of “Fujiiryoki” becoming a consolidated subsidiary to our Fiscal Year 2014 financial
results, ending March 2015, is under examination. We plan to develop our business plan andnotify revised financial results forecast shortly after the completion of the share transfer. In
accordance with this acquisition, we will newly add a business segment “Life and HealthBusiness” to our group business segments.
(Reference)

Forecast of FY2014 ending March 31, 2015 (released on May 12, 2014) andActual Consolidated Financial Results for FY2013

FY2014 ending March 31, 2015
(Forecast)
FY2013 ended March 31, 2014
(Actual)Net Sales

Operating
IncomeOrdinary
IncomeNet Income

Millions in yen

Millions in yen

Millions in yen

Millions in yen

96,00010,00010,0006,300

94,254

9,629

9,985

5,969

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