September 22, 2017
NEWS RELEASE

Name of
ListedCompany
Representative

Contact

TSUMURA & CO.

Terukazu Kato
President & Representative Director(Code: 4540 First Section of the Tokyo
Stock Exchange)
Noboru Suzuki
Head of Corporate
Communications Dept.
Telephone: 81-3-6361-7100

Tsumura Announces Capital and Business Alliancewith Ping An Insurance (Group) Company of China, Ltd.,
Issuance of New Shares and Disposal of Treasury Shares by Way of Third-Party Allotment,
and Planned Change in Largest Shareholder Among Major Shareholders

TSUMURA & CO. (Headquarters: Tokyo, Japan; President & CEO: Terukazu Kato; hereinafter “Tsumura”) announces
that, at a meeting held on September 22, 2017, its Board of Directors passed resolutions to form a capital and businessalliance (hereinafter “the Capital and Business Alliance”) with Ping An Insurance (Group) Company of China, Ltd.
(Headquarters: Guangdong Province, China; hereinafter “Ping An Insurance”) with a view to building a strong, long-term
strategic partnership, and to implement the issuance of new shares and disposal of treasury shares by way of third partyallotment (hereinafter referred to collectively as “the Third-Party Allotment”) to Ping An Life Insurance Company of China,
Ltd. (Headquarters: Guangdong Province, China; hereinafter “Ping An Life”), which is a subsidiary of Ping An Insurance,
and that Tsumura concluded a Capital and Business Alliance Agreement (hereinafter “the Capital and Business AllianceAgreement”) concerning the Capital and Business Alliance with Ping An Insurance on the same date. Tsumura alsoannounces that the largest shareholder among its major shareholders is expected to change as a result of the Third-Party
Allotment.

I. Outline of the Capital and Business Alliance
１. Purposes of and Reasons for the Capital and Business Alliance(1)(i)

Purposes of the Capital and Business Alliance
To contribute to the further development of the traditional Chinese medicine industry in China and to thehealth care and health of the Chinese people(ii)

To build a business model that covers everything from quality standards for traditional Chinese medicines (*)
and the cultivation of crude drugs to final products

(iii)
(*)

To ensure Tsumura’s stable procurement of crude drugs and raw materials

Traditional Chinese medicines: Medicines used in traditional Chinese medicine (or TCM)
(2)

Reasons for the Capital and Business Alliance

In its new Medium-Term Management Plan (Fiscal 2016 - 2021): Creation of New Value through Innovation of Kampo
1announced in May 2016, Tsumura specified “Taking on the challenge of new businesses in China” as one of its strategic
agendas. Committed to achieving its new Medium-Term Management Plan and to contributing to China, its main supplierof raw materials and crude drugs, and the health of the Chinese people, Tsumura intends to continue building andmaintaining even better relations with China through new business in the future.
As part of these initiatives, at SHENZHEN TSUMURA MEDICINE CO., LTD., Tsumura’s base in China for the
procurement, processing, and storage of raw material crude drugs for Kampo formulation for prescription in the Japanesemarket, Tsumura launched the business of crude drug pieces for decoction for the Chinese market in FY2016. At the sametime, Tsumura established SPH TSUMURA PHARMACEUTICALS CO., LTD. in a joint venture with Shanghai
Traditional Chinese Medicine Co., Ltd., to conduct research and development, etc. for the production of traditional
Chinese medicine compound granules for the Chinese market.
Ping An Insurance is one of China’s big four insurance firms and its A-Shares are listed on the Shanghai Stock Exchange.
It is a comprehensive financial services group, offering Internet financial services in addition to its main insurance, banking
and investment businesses. In line with its strategic goal of being a “world-leading personal financial services provider”,
Ping An Insurance positions financial services and healthcare as strategic markets, and is creating a competitive advantage
in the health care and health sciences markets through associates such as Ping An Health Insurance, China’s largest private
health insurer, Ping An Good Doctor, China’s largest online medical service platform, and Pingan Wanjia Clinic, China’s
largest standardized community clinics management platform. With Ping An Insurance exploring opportunities forcollaboration with traditional Chinese medicine manufacturers to further develop the health care market and further
improve the health care services available to customers and wanting to contribute to the development of the traditional
Chinese medicine industry as a whole, China Ping An Insurance Overseas (Holdings) Limited (in Hong Kong), which is incharge of overseas investment within the Ping An Insurance Group, and Ping An Japan Investment Co., Ltd. (in Tokyo)
took the lead in examining collaboration with Japanese firms. This examination resulted in a collaboration proposal to
Tsumura, which supplies high quality Kampo medicines to the Japanese market.
The collaboration between Tsumura and Ping An Insurance will combine Tsumura’s expertise in the crude drug andKampo business with the features and strengths of Ping An Insurance’s management assets and customer base and its
healthcare business, and is thus expected to generate synergies and further enhance the corporate value of both companies.
Tsumura and Ping An Insurance decided to form a business alliance, believing that this will allow them to promote thefurther development of the traditional Chinese medicine business in China, contribute to the health care and health of theChinese people, and build a business model that covers everything from quality standards for traditional Chinese medicines
and the cultivation of crude drugs to final products, and that this will also ensure Tsumura’s stable procurement of crude
drugs and raw materials while helping improve the quality of crude drugs in China and protect crude drug resources.
In the process of consultation about the business alliance, Tsumura and Ping An Insurance decided to form a capitalalliance by third-party allotment alongside the business alliance, judging that it is important for the Ping An InsuranceGroup to hold a certain number of shares in Tsumura to build a long-term and strong strategic partnership. Since Ping An
Insurance, which is the partner in the Capital and Business Alliance, is a financial holding company and does not makedirect capital contributions to general operating companies engaged in other businesses besides financial services, Tsumura
and Ping An Insurance decided through consultation, taking factors such as the aim and content of the Capital and Business
Alliance and the scale of the capital contribution into consideration, to allot the shares in the Third-Party Allotment to Ping
An Life, which is one of Ping An Insurance’s major subsidiaries with the ability to make capital contributions.
2. Details of the Capital and Business Alliance(1)

Details of the Business AllianceAn outline of the business alliance agreed at present between Tsumura and Ping An Insurance is as follows.
(i)

Establishment of joint venture

Tsumura will establish a joint venture in China with Ping An Insurance, and the joint venture will mainly conduct thebusinesses described in (ii) to (iv) below.
Tsumura and Ping An Insurance plan to reach agreement on the establishment of the joint venture by October 31, 2017.
Tsumura will announce the details of the agreement promptly after they are determined.
2

(ii)

Business related to strengthening the crude drug procurement structure

Since the markets for Kampo medicine in Japan and for traditional Chinese medicine, etc. in China are currently
expanding, demand for raw material crude drugs is increasing, and prices for certain raw material crude drugs are volatile.
Tsumura believes that it is necessary to increase the supply capacity of local producers that cultivate, process and prepare
raw material crude drugs, to ensure the stable procurement of raw material crude drugs that are stable price and satisfy
Tsumura’s quality requirements. As one means to this end, the joint venture will be involved in areas such as the
procurement of land for cultivation and the development of cultivation techniques (improvement of efficiency throughcultivation of crude drugs derived from wild plants, mechanization, etc.), the construction and development of crude
drug processing plants, and the development of processing technologies (improvement of efficiency through the
improvement of drying methods, mechanization, etc.).
(iii)

Business related to analysis and research focusing on traditional Chinese medicines

When entering the business of manufacturing and selling traditional Chinese medicines, etc. described in (iv) below,
the joint venture will be required to conduct quality management across the entire process from cultivation of crude
drugs to final products and to establish quality standards in order to offer high-quality products. It will, therefore,
establish an analysis and research center focusing on traditional Chinese medicines and engage in activities such as thedevelopment of analysis and research techniques and the provision of analysis and testing services.
(iv)

Business related to traditional Chinese medicines, health food and health care-related daily necessities and otheroperations and markets

In China, TCM is becoming more widespread and demand for traditional Chinese medicines used in TCM is also
increasing. The joint venture will use Tsumura’s Kampo medicine manufacturing knowhow to conduct the business ofmanufacturing and selling traditional Chinese medicines, etc., in order to contribute to the further development of the
traditional Chinese medicine industry, which is expected to continue growing in the future, and to the health care andhealth of the Chinese people.
(2)

Details of the Capital AllianceIn the Third-Party Allotment, Tsumura will allot 7,675,900 shares of its common stock to Ping An Life (the ratio of thevoting rights held to total number of voting rates after the Third-Party Allotment will be 10.04%, and the ratio of shares
held to the total number of shares issued after the Third-Party Allotment will be 10.00%). Please see II. Issuance of New
Shares and Disposal of Treasury Shares by Way of Third-Party Allotment below for further details of the Third-Party
Allotment.

3. Outline of the Other Party to the Capital and Business Alliance (as of December 31, 2016 unless otherwise specified)(1)(2)

Name of Company
Location

Ping An Insurance (Group) Company of China, Ltd.
Ping An Finance Centre, NO.5033 Yi Tian Road, Futian District, Shenzhen,
Guangdong Province, China(3)

Representative

Ma Mingzhe, Chairman & CEO(4)

Business Description

Insurance business, banking business and investment business(5)

Capital18,280 million RMB(6)Date of Foundation

May 27, 1988

(7)

Number of Shares Issued

10,832,664,498 A-Shares; 7,447,576,912 H-Shares(8)

Fiscal-year End

December(9)

Number of Employees

1.428 million (including 1.11 million insurance sales representatives)(Consolidated)(10)

Main Customers

－

(11)

Main Banks

－
3

(12)

(13)

Hong Kong Securities Clearing Company Nominees Limited

32.09%

Shenzhen Investment Holdings Co.,Ltd.

5.27%

All Gain Trading Limited

4.32%

Huaxia Life Insurance Co., Ltd.

4.31%

Major Shareholders andChina Securities Finance Corporation Limited

3.79%

Shareholding Ratios

Bloom Fortune Group Limited

2.77%

Central Huijin Asset Management Ltd.

2.65%

Business Fortune Holdings Limited

1.43%

Shum Yip Group Limited

1.41%

Hong Kong Securities Clearing Company Limited

1.21%

Relationship Between
the Parties
Capital Relationship

There is no relationship to be disclosed between the parties.

Personal Relationship

There is no relationship to be disclosed between the parties.

Transactional
Relationship
Status as Related Party

There is no relationship to be disclosed between the parties.
There is no relationship to be disclosed between the parties.

Business Performance and Financial Position in the Past Three Fiscal Years (million RMB, unless specified(14)

otherwise)
Accounting Period

FY Ended Dec. 2014

FY Ended Dec. 2015

FY Ended Dec. 2016

Consolidated Net Assets

353,816

413,571486,461

Consolidated Total Assets

4,005,911

4,765,159

5,576,903

16.28

18.28

20.98

Consolidated Net Sales

462,882

619,990

712,453

Consolidated Operating Income

62,341

92,94793,368

Consolidated Ordinary Income

－

－

－

39,27954,20362,394

2.47

2.98

3.50

0.375

0.53

0.75

Shareholders' Equity per Share(RMB)

Profit attributable to owners ofparentConsolidated Net Income per
Share (RMB)
Dividend per Share (RMB)(Notes) 1

Main customers and main banks are omitted because Ping An Insurance, which is the other party to theCapital and Business Alliance, is a holding company and has no main customers or main banks.

2

In (14) Business Performance and Financial Position in the Past Three Fiscal Years, figures for consolidated
ordinary income are omitted because the accounting standards adopted by the other party to the Capital andBusiness Alliance are different from JGAAP.

4. Schedule(1) Resolution of the Board of Directors

September 22, 2017(2) Execution of the Capital and Business Alliance

September 22, 2017

Agreement(3) Payment for the Third-Party Allotment

October 13, 2017 (Plan)

5. Future Prospects
The impact of the Capital and Business Alliance on consolidated results for the fiscal year ending March 31, 2018 will beinsignificant. Tsumura will promptly announce any matters that need announcing in the future.
4II. Issuance of New Shares and Disposal of Treasury Stock by Way of the Third-Party Allotment
1. Outline of Offering(1)

Payment Date

October 13, 2017(2)

Number of New Shares
to be Issued and Numberof Shares to be Disposedof (Number of Shares tobe Offered)(3)

Payment Amount(4)

Amount of Capital to be
Raised(5)

7,675,900 shares of Tsumura’s common stock, which is the total of (i) and (ii)below(i) Number of new shares to be issued

5,986,700 shares(ii) Number of shares to be disposed of

1,689,200 shares

JPY 3,559.5 per share
JPY 27,322,366,050

Method of Offering or
Allotment

By way of third-party allotment (Ping An Life Insurance Company of China, Ltd.)(Allottee)(6)Each of the foregoing items is conditional upon the taking effect of the Securities
Other

Registration Statement filed in accordance with the Financial Instruments andExchange Act.

2. Purposes of and Reasons for the Offering
As stated in I. Outline of the Capital and Business Alliance 1. Purposes of and Reasons for the Capital and Business
Alliance, the Third-Party Allotment of shares to Ping An Life will be implemented as part of the Capital and Business
Alliance with Ping An Insurance, which is the parent company of Ping An Life, and is intended to better ensure the progressof business related to “Taking on the challenge of new businesses in China”, which is one of Tsumura’s strategic agendas,
and to build a long-term and strong strategic partnership with the Ping An Insurance Group.
Accordingly, the Third-Party allotment will have a dilutive effect on the ownership ratios of existing shareholders, but
Tsumura believes that the Capital and Business Alliance with Ping An Insurance will help enhance Tsumura’s corporate
value because Tsumura can expect to gain new earning opportunities through business expansion in the Chinese market andwill ultimately lead to improvement of returns for existing shareholders.
3. Amount of Capital to be Procured, Uses and Scheduled Time of Payment(1) Amount of capital to be procured(i)

Total amount to be paid in(ii)

Estimated cost of issuance anddisposal(iii)

Estimated net proceeds(Notes) 1

JPY 27,322,366,050
JPY 116,230,000
JPY 27,206,136,050

The total amount to be paid in, estimated cost of issuance and disposal, and estimated net proceeds arecalculated based on the issuance of new shares and the disposal of treasury shares by way of the Third-Party
Allotment, and the estimated cost of issuance and disposal is estimated cost for the issuance of new sharesand disposal of treasury shares by way of the Third-Party Allotment.

2

Estimated cost of issuance and disposal is exclusive of consumption tax, etc.

3

The estimated cost of issuance and disposal includes estimated amounts of legal costs, registration costs,
costs for preparing securities registration statements and costs for researching the allottee.

(2) Specific uses of capital to be procured
Specific use

Amount (JPY

Scheduled time of payment

million)(i)

Business related to strengthening the crude drug
procurement structure
5

10,300FY2018 to FY2020

(ii)
(iii)

Business related to analysis and research focusing on
traditional Chinese medicines
Business related to manufacturing and sellingtraditional Chinese medicines, etc.

2,100

FY2018 to FY2022

14,806FY2018 to FY2022(Note) The procured capital will be managed in a bank account until it is actually used.
As stated above in I. Outline of the Capital and Business Alliance 2. Details of the Capital and Business Alliance (1)Details of the Business Alliance (i) Establishment of joint venture, Tsumura and Ping An Insurance plan to establish a joint
venture, and the capital will be applied to the following businesses through the joint venture.
(i) Business related to strengthening the crude drug procurement structure
As stated above in I. Outline of the Capital and Business Alliance 2. Details of the Capital and Business Alliance (1)Details of the Business Alliance (ii) Business related to strengthening the crude drug procurement structure, one aspect of
the Capital and Business Alliance involves activities such as the procurement of land for cultivation and the development ofcultivation techniques (improvement of efficiency through cultivation of crude drugs derived from wild plants,
mechanization, etc.), the construction and development of crude drug processing plants, and the development of processing
technologies (improvement of efficiency through the improvement of drying methods, mechanization, etc.), and JPY
10,300 million will be used for this.
(ii) Business related to analysis and research focusing on traditional Chinese medicines
As stated above in I. Outline of the Capital and Business Alliance 2. Details of the Capital and Business Alliance (1)Details of the Business Alliance (iii) Business related to analysis and research focusing on traditional Chinese medicines,
when entering the business of manufacturing and selling traditional Chinese medicines, etc. described in (iii) below as partof the Capital and Business Alliance, the joint venture will be required to conduct quality management across the entire
process from cultivation of crude drugs to final products and to establish quality standards in order to offer high-quality
products. It will, therefore, establish an analysis and research center focusing on traditional Chinese medicines and engage
in activities such as the development of analysis and research techniques and the provision of analysis and testing services.
JPY 2,100 million will be applied to the construction and working capital of this analysis and research center.
(iii) Business related to manufacturing and selling traditional Chinese medicines, etc.
In China, TCM is becoming more widespread and demand for traditional Chinese medicines used in TCM is also
increasing. As stated above in I. Outline of the Capital and Business Alliance 2. Details of the Capital and Business Alliance(1) Details of the Business Alliance (iv) Business related to traditional Chinese medicines, health food and health carerelated daily necessities and other operations and markets, the joint venture will use Tsumura’s Kampo medicine
manufacturing knowhow to conduct the business of manufacturing and selling traditional Chinese medicines, etc. as part of
the Capital and Business Alliance, in order to contribute to the further development of the traditional Chinese medicine
industry, which is expected to continue growing in the future, and to the health care and health of the Chinese people. JPY
14,806 million will be applied to such research and development of traditional Chinese medicines and to the construction
and working capital of a manufacturing plant in China.
4. View on the reasonableness of the use of funds
Tsumura believes that applying the funds to the uses described above in 3. Amount of Capital to be Procured, Uses and
Scheduled Time of Payment (2) Specific uses of capital to be procured will help enhance Tsumura’s corporate value andwill ultimately lead to the improvement of returns for existing shareholders and judges that the use of funds raised throughthe Third-Party Allotment is reasonable.

65. Reasonableness of the Issuance Conditions, etc.
(1) Basis of Calculation of the Amount to Be Paid and Details Thereof
Referring to 3,955 yen, the closing price of the shares of Tsumura on the Tokyo Stock Exchange, Inc. (hereinafter the“Tokyo Stock Exchange”) on the business day (September 21, 2017) immediately preceding the day on which the ThirdParty Allotment was resolved at its Board of Directors’ Meeting, the amount to be paid is determined through consultation
with Ping An Insurance to be 3,559.5 yen per share (discount rate is 10.00%).
The reason for using the closing price of the business day immediately preceding the day on which the Third-Party
Allotment was resolved at the Board of Directors’ Meeting is because this price is judged to represent Tsumura’s corporate
value most appropriately and this decision was reached through consultation with Ping An Insurance. As for the discountrate, Tsumura received a request for a discount of 10.00% from Ping An Insurance in light of factors such as the Third-Party
Allotment is based on the assumption that, owing to the Capital and Business Alliance, Ping An Life will hold Tsumura’sshares over the medium to long term; the allottee is in a position where is inevitably exposed to the risk of a fall in stock
price prior to delivery because the amount to be paid in was determined with reference to the business day immediately
preceding the day of the resolution on issuance, which is approximately two weeks before the payment date, as well as
recent fluctuations in the Tsumura’s stock price. Tsumura judged that reasonable examination of a discount in light of thesefactors was necessary, given that the Capital and Business Alliance with Ping An Insurance will combine Tsumura’s
expertise in the crude drug and Kampo business with the features and strengths of Ping An Insurance’s management assets
and customer base and its healthcare business, and is thus likely to generate synergies and further enhance the corporate
value of both companies, as stated above in I. Outline of the Capital and Business Alliance 1. Purposes of and Reasons for
the Capital and Business Alliance, and that Ping An Life, which is the allottee in the Third- Party Allotment, intends to holdTsumura’s stock over the medium to long term, and Tsumura engaged in much careful negotiation and consultation with
Ping An Insurance, taking into account the Guidelines Concerning Treatment of Capital Increase by Allotment to a Third
Party of the Japan Securities Dealers Association regarding regulation of the favorable issuance of shares under theCompanies Act of Japan. Tsumura’s Board of Directors then deliberated implementation of the Third-Party Allotment at theamount to be paid based on a comprehensive consideration of factors such as risk of stock price fluctuation for the allottee,
the dilutive effect of the Third-Party Allotment, its importance in terms of medium-to-long term business strategy given
Tsumura’s business environment and competition environment, and improvement of shareholder value in the medium andlong term through maximization of the effect of the Capital and Business Alliance. As a result of deliberation, Tsumura
judged that setting the discount rate at 10.00% was appropriate.
The amount to be paid represents a discount of 10.00% on 3,955 yen, which is the closing price of the shares of thecommon stock of Tsumura on the business day immediately preceding the day of the resolution of the Board of Directors, a
discount of 12.15% on 4,052 yen (rounded off to the nearest yen), which is the simple average of the closing prices for the
one-month period (from August 22, 2017 to September 21, 2017) directly preceding the day of the resolution of the Boardof Directors, a discount of 16.11% on 4,243 yen (rounded off to the nearest yen), which is the simple average of the closing
prices for the three-month period (from June 22, 2017 to September 21, 2017) directly preceding the day of the resolutionof the Board of Directors, and a discount of 11.92% on 4,041 yen (rounded off to the nearest yen), which is the simple
average of the closing prices for the six-month period (from March 22, 2017 to September 21, 2017) directly preceding the
day of the resolution of the Board of Directors, and Tsumura judged that the paid in amount complies with the Guidelines
Concerning Treatment of Capital Increase by Allotment to a Third Party of the Japan Securities Dealers Association anddoes not fall under favorable issuance.
Meetings of the Board of Directors relating to the Third-Party Allotment were attended by Tsumura’s three Audit &Supervisory Board Members (of which two are Outside Audit & Supervisory Board Members), and the opinion that theamount to be paid was not particularly favorable for the allottee and was lawful because it was determined with reference tothe market price, which is an objective indication of the value of Tsumura’s stock, and was also determined based upon
consideration of the guidelines of the Japan Securities Dealers Association was expressed as the opinion of the Audit &Supervisory Board.
(2) Basis for the Judgment that the Number of Shares to Be Issued and the Number of Shares to be Disposed of and the7

Level of Dilution of Shares are Reasonable
In the Third-Party Allotment, the ratio of shares newly allotted to the total number of issued shares of common stock of
Tsumura as of September 22, 2017 (70,771,662 shares) will be 10.85%, and the ratio of the voting rights newly allotted tothe allottee (76,759) to the total number of voting rates (687,450) will be 11.17%, and the Third-Party Allotment will have adilutive effect for existing shareholders.
However, at a meeting held on September 22, 2017, Tsumura’s Board of Directors concluded that the Third-Party
Allotment would help enhance Tsumura’s corporate value and would ultimately lead to improvement in returns for existing
shareholders and, on this basis, judged that the number of shares to be issued and the number of shares to be disposed of in
the Third-Party Allotment as well as the level of dilution are reasonable.
6. Reasons for Selecting the Allottee, etc.
(1) Outline of the Allottee(as of December 31, 2016 unless otherwise specified)(1)(2)

Name of Company
Location

Ping An Life Insurance Company of China, Ltd.
9F, 10F, and 11F, Galaxy Development Center, Fu Hua No. 3 Road Futian District,
Shenzhen, Guangdong Province, China(3)

Representative

Ding Xinmin, Chairman & CEO(4)

Business Description

Life insurance(5)

Capital

RMB 33,800(6)Date of Foundation

December 17, 2002

(7)

Number of Shares Issued

33,800,000,000 shares(8)

Fiscal-year End

December(9)

Number of Employees

96,149 (Consolidated)(10)

Main Customers

Private individuals

(11)

(12)
(13)

Main Banks
Major Shareholders andShareholding Ratios

Bank of China, Industrial and Commercial Bank of China, China Construction
Bank, Ping An Bank, Agricultural Bank of China
Ping An Insurance (Group) Company of China, Ltd. 99.51%

Relationship Between
the Parties
Capital Relationship

There is no relationship to be disclosed between the parties.

Personal Relationship

There is no relationship to be disclosed between the parties.

Transactional
Relationship
Status as Related Party(14)

There is no relationship to be disclosed between the parties.
There is no relationship to be disclosed between the parties.

Business Performance and Financial Position in the Past Three Fiscal Years (RMB million, unless specified
otherwise)
Accounting Period

FY Ended Dec. 2014

FY Ended Dec. 2015

FY Ended Dec. 2016

Consolidated Net Assets

92,006116,988

107,814

Consolidated Total Assets

1,379,336

1,648,210

1,858,618

2.72

3.46

3.19

Consolidated Net Sales

241,191

326,357

372,393

Consolidated Operating Income

20,26836,921

32,156

Consolidated Ordinary Income

－

－

－

16,995

21,14624,360Consolidated Net Assets per
Share (RMB)

Profit attributable to owners ofparent8

Consolidated Net Income per
Share (RMB)
Dividend per Share (RMB)

0.50

0.63

0.72

0.18

0.20

0.51

(Notes) 1 In (14) Business Performance and Financial Position in the Past Three Fiscal Years, figures for consolidated
ordinary income are omitted because the accounting standards adopted by the allottee are different fromJGAAP.
2 Tsumura requested that JP Research & Consulting, Inc. (3-7-12 Toranomon, Minato-ku, Tokyo, Japan;
Keisuke Furuno, Representative Director), a third-party investigative body, investigate whether the allottee,
the officers, parent company or major subsidiaries of the allottee anticipated as of the payment date of theThird-Party Allotment, and the major shareholders of the allottee are antisocial forces, etc. or have any
relations with antisocial forces, etc., and subsequently received investigation results to the effect that no such
relations could be confirmed. Tsumura thus confirmed that neither the allottee, its officers, parent company
and subsidiaries nor its major shareholders have any relations whatsoever with antisocial forces, etc., andTsumura submitted a letter of confirmation to this effect to the Tokyo Stock Exchange.
(2) Reasons for Selecting the Allottee
As stated above in I. Outline of the Capital and Business Alliance 1. Purposes of and Reasons for the Capital andBusiness Alliance.
(3) Holding Policy of the Allottee
Tsumura has received an explanation from the allottee to the effect that it intends to hold the shares it will acquire
through the Third-Party Allotment over the medium and long term.
The allottee has agreed with Tsumura that (i) for a period of one year after completion of the Third-Party Allotment, theallottee shall not sell or assign any or all of the shares issued to the allottee and disposed of through the Third-Party
Allotment to any third party without the prior written consent of Tsumura, and that (ii) Ping An Insurance or a company
over which Ping An Insurance has or will have substantial control (includes the allottee) shall not, for the duration of theCapital and Business Alliance Agreement, engage in any additional acquisition or other trading of the shares of Tsumura
without Tsumura’s prior written consent
Tsumura plans to acquire from the allottee before the payment date a written commitment agreeing that if the allottee
assigns all or any of the shares of common stock of Tsumura acquired in the Third-Party Allotment in the two years after
the payment date, the allottee will immediately report details such as the name and address of the assignee, the number ofshares assigned, the assignment date, the assignment price, the reason for assignment and the method of assignment toTsumura in writing, Tsumura will report the content of the report to the Tokyo Stock Exchange in writing, and the content
of the report will be made available to the public.
(4) Confirmation of the Property Required for the Payment by the Allottee
Tsumura received a report from the allottee to the effect that it has the funds required to pay the total amount to be paid
(issue price) in the Third-Party Allotment. Tsumura also confirmed that the allottee has a sufficient deposit balance bychecking financial statements, etc. audited by PwC Zhong Tian LLP as of the end of December 2016 disclosed by theallottee.

7. Major Shareholders and Shareholding Ratios After the Third-Party Allotment
Before the Third-Party Allotment (as of March 31, 2017)
Japan Trustee Services Bank, Ltd. (Trust

After the Third-Party Allotment

6.48%

BANK OF CHINA (HK) LIMITED -Account)

CUSTODY ACCOUNT(Standing Proxy: Citibank, N.A., Tokyo
Branch) (Note 1)
910.00%

The Master Trust Bank of Japan, Ltd. (Trust

5.74%

Japan Trustee Services Bank, Ltd. (Trust

Account)

5.97%

Account)

Japan Trustee Services Bank, Ltd. (Trust

4.52%

The Master Trust Bank of Japan, Ltd. (Trust

Account 9)

5.30%

Account)

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

3.11%

Japan Trustee Services Bank, Ltd. (Trust

4.17%

Account 9)
Tsumura Group Employee Stock Ownership

2.69%

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

2.86%

2.57%

Tsumura Group Employee Stock Ownership

2.48%

Association
THE BANK OF NEW YORK MELLON(INTERNATIONAL) LIMITED 131800

Association(Standing Proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services Division)
JP MORGAN CHASE BANK 385632

2.25%

THE BANK OF NEW YORK MELLON(Standing Proxy: Mizuho Bank, Ltd.,(INTERNATIONAL) LIMITED 131800

Settlement & Clearing Services Division)(Standing Proxy: Mizuho Bank, Ltd.,

2.37%

Settlement & Clearing Services Division)
DAIICHI SANKYO COMPANY, LIMITED

2.15%

JP MORGAN CHASE BANK 385632

2.07%(Standing Proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services Division)
THE BANK OF NEW YORK 133524

1.87%

DAIICHI SANKYO COMPANY, LIMITED

1.99%

1.83%

THE BANK OF NEW YORK 133524

1.73%(Standing Proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services Division)
Japan Trustee Services Bank, Ltd. (Trust
Account 5)(Standing Proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services Division)(Notes) 1

Tsumura received a report from Ping An Insurance, which is the partner in the Capital and Business Alliance,
stating that it plans to entrust the 7,675,900 shares of stock to be held by Ping An Life as a result of theThird-Party Allotment to the BANK OF CHINA (HK) LIMITED - CUSTODY ACCOUNT, and that theright to instruct exercise of the voting rights will be reserved by Ping An Life.

2

Major shareholders and shareholding ratios before the Third-Party Allotment are based on the Shareholders’Registry as of March 31, 2017.

3

The shareholding ratios are calculated with their third decimal place rounded off to the second decimal place.

4

The shareholding ratios after the Third-Party Allotment are calculated based on 76,758,362 shares, which is
total number of shares issued as of March 31, 2017 (70,771,662) plus the increase in the number of shares asa result of the Third-Party Allotment (5,986,700 shares).

5

The 1,989,282 shares of treasury stock of Tsumura (as of March 31, 2017) will be reduced to 300,082 shares
after disposal of 1,689,200 shares of treasury stock by way of the Third-Party Allotment. However, this does
not include the number of shares that will result from the purchase of shares less than one unit from April 1,
2017.

8. Future Prospects
Please refer to I. Outline of the Capital and Business Alliance 5. Future Prospects above.
9. Matters relating to Procedures Based on the Code of Conduct of Corporations
The Third-Party Allotment does not require an opinion to be obtained from independent third parties or any procedure
to confirm the intent of shareholders as stipulated in Article 432 of the Securities Listing Regulations established by the
Tokyo Stock Exchange because (i) the dilution ratio is less than 25%, and (ii) it does not involve a change of controllingshareholder.
1010. Business Performance and Equity Finance in the Past Three Fiscal Years(1) Business Performance in the Past Three Fiscal Years (Consolidated)
FY Ended Mar. 2015

FY Ended Mar. 2016

FY Ended Mar. 2017

Consolidated Net Sales

JPY 110,438 million

JPY 112,625 million

JPY 114,954 million

Consolidated Operating Income

JPY 19,491 million

JPY 19,826 million

JPY 15,983 million

Consolidated Ordinary Income

JPY 21,583 million

JPY 19,494 million

JPY 16,399 million

JPY 14,075 million

JPY 12,557 million

JPY 12,488 million

Consolidated Net Income per Share

JPY 199.58

JPY 178.06

JPY 179.46

Dividend per ShareJPY 64.00

JPY 64.00

JPY 64.00

JPY 2,103.04

JPY 2,169.13

JPY 2,250.34

Profit attributable to owners ofparentConsolidated Net Assets per Share(2) Current Number of Issued Shares and Dilutive Shares (as of March 31, 2017)
Number of shares
Total number of issued shares

Ratio to total number of issued shares

70,771,662 shares

100%

-

-

-

-

-

-

Number of dilutive shares at current
conversion price (exercise price)
Number of dilutive shares atminimum conversion price (exercise
price)
Number of dilutive shares at
maximum conversion price (exercise
price)(3) Recent Stock Prices(i) Stock Prices in the Past Three Fiscal Years
FY Ended Mar. 2015

FY Ended Mar. 2016

FY Ended Mar. 2017

Opening

JPY 2,497

JPY 2,938

JPY 2,699

High

JPY 3,125

JPY 3,630

JPY 3,635

Low

JPY 2,224

JPY 2,491

JPY 2,410

Closing

JPY 2,971

JPY 2,702

JPY 3,490(ii) Stock Prices in the Past Six Months
April 2017

May

June

July

AugustSeptemberOpening

JPY 3,520

JPY 3,605

JPY 4,075

JPY 4,525

JPY 4,315

JPY 4,160

High

JPY 3,620

JPY 4,145

JPY 4,745

JPY 4,585

JPY 4,345

JPY 4,175

Low

JPY 3,335

JPY 3,560

JPY 4,070

JPY 4,295

JPY 3,945

JPY 3,915

Closing

JPY 3,605

JPY 4,045

JPY 4,560

JPY 4,295

JPY 4,145

JPY 3,955(Note) Prices for September 2017 are for the period from September 1-21, 2017.
(iii) Stock Price on the Business Day Immediately Preceding the Date of the Resolution on Issuance
September 21, 2017
Opening

JPY 3,950

High

JPY 3,960

Low

JPY 3,920

Closing

JPY 3,955

11

(4) Equity Finance in the Past Three Fiscal Years
Not applicable.
11. Terms and Conditions of Issuance and Disposal(1) Class and Number of Shares

7,675,900 shares of Tsumura’s common stock, which is the totalof (i) and (ii) below(i) Number of new shares to be issued

5,986,700 shares(ii) Number of shares to be disposed of

1,689,200 shares(2) Amount to be Paid

JPY 3,559.5 per share(3) Total Amount to be Paid

JPY 27,322,366,050(4) Amount of Stated Capital to be Increased

JPY 10,654,829,325(5) Amount of Additional Paid-in Capital to be Increased

JPY 10,654,829,325(6) Method of Subscription or Allotment

By way of third-party allotment(7) Subscription Date

October 11, 2017(8) Payment Date

October 13, 2017(9) Allottee

Ping An Life Insurance Company of China, Ltd.
Each of the items above shall be conditional upon the taking(10) Others

effect of the securities registration statement filed under the
Financial Instruments and Exchange Act of Japan.

III. Change in Largest Shareholder Among Major Shareholders
1. Background to the Change
Ping An Life Insurance Company of China, Ltd., which is the allottee in the Third-Party Allotment, is expected to
newly become the largest shareholder among the major shareholders of Tsumura as a result of the Third-Party Allotment.
2. Outline of Shareholder to be Changed
Please refer to II. Issuance of New Shares and Disposal of Treasury Stock by Way of the Third-Party Allotment 6.
Reasons for Selecting the Allottee, etc. (1) Outline of the Allottee (as of December 31, 2016, unless otherwise specified)above.
3. Number of Voting Rights Held (Number of Shares Held by Relevant Shareholder and Ratio to Total Number of
Voting Rights of Shareholders before and after Change
Ping An Life Insurance Company of China, Ltd.
Number of voting rights

Ratio to total number of voting

Rank in major(Number of shares held)

rights of shareholders

shareholders――

10.04%First

Before Change―(As of March 31, 2017)（－）

After Change

76,759(October 13, 2017 – Plan)(7,675,900 shares)(Notes) 1

The number of shares without voting rights that is deducted from the total number of issued shares:
337,462 shares

2

Total number of issued shares as of March 31, 2017: 70,771,662 shares

3

Ratio to total number of voting rights of shareholders after change is the ratio of the number of voting
rights expected to be newly acquired by the allottee as a result of the Third-Party Allotment (76,759) to thetotal number of voting rights (764,209) obtained when the increase in voting rights resulting from theThird-Party Allotment (76,759) is added to the total number of voting rights as of March 31, 2017
(687,450).
12

4The ratio of the number of voting rights held to the total number of voting rights of shareholders is
calculated with its third decimal place rounded off to the second decimal place.

4. Planned Date of Change
October 13, 2017
5. Future Prospects
Please refer to I. Outline of the Capital and Business Alliance 5. Future Prospects above.

13