Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

April 13, 2023

NEWS RELEASE
Name of Listed Company: TSUMURA & CO.
Listing:
TSE Prime Market
Securities code:
4540
URL:
https://www.tsumura.co.jp
Representative:
Terukazu Kato, President, Representative Director and CEO
Inquiries:
Makoto Kitamura, Head of Corporate Communications Dept.
Telephone:+81-3-6361-7100

Tsumura Announces Conclusion of Agreement Regarding Acquisition of Equity Interest inShaanxi Unisplendour Life Care Pharmaceutical Co., Ltd. by Ping An Tsumura Inc.
Tsumura & Co. (Headquarters: Tokyo, Japan; President Representative Director and CEO: Terukazu Kato; hereinafter,“Tsumura”) hereby announces that at a meeting held on March 24, 2023, the Board of Directors passed a resolution toconclude an equity interest transfer agreement on April 13, 2023 for the acquisition of a 100% equity interest in Shaanxi
Unisplendour Life Care Pharmaceutical Co., Ltd. (hereinafter “Unisplendour”) by Ping An Tsumura Inc. (hereinafter,“Ping An Tsumura”), a group company of Tsumura in China.

1. Reasons for the equity interest acquisition
Tsumura and its affiliates (hereinafter “the Group”) has established a long-term management vision, Tsumura Vision“Cho-WA” 2031, Creating a Future that Achieves “Cho-WA” (harmony). The goal of the long-term vision is to contributeto people’s wellbeing by providing evidence-based products and services, including Kampo medicines and traditional
Chinese medicine*1, suited to the life stages of each individual, symptoms, genetic predispositions, living environment,
and other factors. In its business in China, the Group plans to acquire a traditional Chinese medicinal product company
to increase sales of crude drugs and crude drug pieces for traditional Chinese medicinal products *2 and Yakushokudogenproducts, as well as to enter the traditional Chinese medicinal product *3 business, under the first medium-term
management plan ending in fiscal year 2024. In doing so, the Group seeks to contribute to the health of the people ofChina and ensure the stable procurement and supply of crude drugs.
Ping An Tsumura which was established jointly with Ping An Insurance Group of China in 2018, is aspiring to become atrusted traditional Chinese medicine company in the Chinese market by combining the quality, technologies, andexperience developed by Tsumura in the cultivation of crude drugs for Kampo preparation and the manufacturing of
Kampo products and customer base and medical online platform of the Ping An Insurance Group. Currently in China,
Ping An Tsumura operates its business based on three platforms, including drug preparation (the function ofmanufacturing and selling traditional Chinese medicinal products), crude drugs (the function of manufacturing and selling
crude drugs for Kampo preparation, crude drug pieces, Yakushokudogen products, etc.), and research (establishing quality
standards for all supply chains from seeds and saplings to the end products of crude drugs and the function of researchand development of traditional Chinese medicinal products).
Tsumura has acquired Unisplendour for the purpose of business development based on this drug preparation platform.

The drug preparation platform aims to become a trusted traditional Chinese medicine company in China by leveraging its
expertise in traditional Chinese medicinal products made particularly ofclassic prescriptions* 4. Unisplendour has 147

licenses for traditional Chinese medicinal products, including a number of classic prescriptions. These classicprescriptions are similar to Tsumura’s Kampo products. Tsumura will improve the quality of classic prescriptions held by
Unisplendour, the acquired company, by leveraging its expertise and experience in evidence development, manufacturing
technologies, etc. to establish Tsumura’s brand as a traditional Chinese medicinal product company and production sales
growth.

2. Outline of Ping An Tsumura
(1)
(2)
(3)

Name of company
Location
Representative(4)Business description

(5)
(6)

CapitalDate of foundation
Major shareholder andstockholding(7)

Ping An Tsumura Inc.
Shanghai, China
Tung Hoi, Chairman
Business related to strengthening the crude drug procurement structure, business
related to analysis and research focusing on traditional Chinese medicines, andbusiness related to traditional Chinese medicines, health food and healthcarerelated daily necessities and other operations and markets, etc.
2,000 million RMB (approximately 38.1 billion yen) 1RMB = 19.05 yen
June 8, 2018
- Tsumura China Inc.: 56%- China Ping An Life Insurance Co., Ltd.: 44%

3. Outline of the transferred subsidiary (Unisplendour)
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

(9)

Name of company
Location
Representative

Shaanxi Unisplendour Life Care Pharmaceutical Co., Ltd.
Baoji, Shaanxi Province, China
Jiang Chao Wen, Chairman
Production and contract production of pharmaceuticals, sale of pharmaceuticals,
Business description
and other businesses related to such fields of operation
Capital80.073 million RMB (approximately 1.525 billion yen) 1RMB = 19.05 yen
Date of foundation
December 23, 1997
Major shareholder and- Tongfang Pharmaceutical Group Co., Ltd.: 66%
stockholding- Shaanxi Xinhuiyuan Pharmaceutical Technology Co., Ltd.: 34%
Capital relationship
There is no related information.
Relationship between thelisted company and the
Personal relationship
There is no related information.
relevant company
Business relationship
There is no related information.
Consolidated business performance and consolidated financial status over the most recent three years
1RMB = 19.05 yen
Fiscal year
December 2020
December 2021
December 2022
34,123 thousand RMB
37,421 thousand RMB
39,465 thousand RMBConsolidated net assets(650 million yen)(713 million yen)(752 million yen)
87,333 thousand RMB
199,961 thousand RMB
211,320 thousand RMB
Consolidated total assets(1,664 million yen)
(3,809 million yen)
(4,026 million yen)
54,382 thousand RMB
67,473 thousand RMB
62,320 thousand RMB
Consolidated net sales(1,036 million yen)
(1,285 million yen)
(1,187 million yen)
-2,914 thousand RMB
1,890 thousand RMB
801 thousand RMB
Consolidated operating profit(-56 million yen)
(36 million yen)
(15 million yen)
Profit attributable to owners-2,988 thousand RMB
2,161 thousand RMB
2,044 thousand RMBof parent(-57 million yen)
(41 million yen)
(39 million yen)

4. The entity acquiring the equity
(1)
(2)
(3)

Name of company
Location
Representative(4)

Business description

(5)
(6)
(7)
(8)

CapitalDate of foundation
Net assets
Total assets
Major shareholder andstockholding(9)

Relationships between the(10) listed company and therelevant company

(1)
(2)
(3)

Name of company
Location
Representative(4)

Business description

(5)
(6)
(7)
(8)

CapitalDate of foundation
Net assets
Total assets(9)

Major shareholder andstockholding

Relationships between the(10) listed company and therelevant company

Tongfang Pharmaceutical Group Co., Ltd.
Beijing, China
Jiang Chao wen, Chairman
Production and sale of pharmaceuticals, food products, mechanical machineryand disinfectants, and cosmetics, import and export of cargo, and technologies,
technology development, consulting services for technologies, etc.
200 million RMB ( approximately 3.81 billion yen) 1RMB = 19.05 yen
December 8, 1993
448,652 thousand RMB (approximately 8.55 billion yen) 1RMB = 19.05 yen
824,222 thousand RMB (approximately 15.7 billion yen) 1RMB = 19.05 yen
KINGWOOD LIMITED: 100%
Capital relationship
Personal relationship
Business relationshipApplicability to related parties

There is no related information.
There is no related information.
There is no related information.
There is no related information.

Shaanxi Xinhuiyuan Pharmaceutical Technology Co., Ltd.
Shaanxi Xixian New Area, China
Wang Rui Cheng, Executive Director
Promotion, transfer, etc. of technologies related to pharmaceuticals, healthcare
products, medical machinery, and cosmetics
5 million RMB (95.25 million yen) 1RMB = 19.05 yen
May 23, 2013
17,090 thousand RMB (approximately 0.33 billion yen) 1RMB = 19.05 yen
17,159 thousand RMB (approximately 0.33 billion yen) 1RMB = 19.05 yen-Wang Rui Cheng: 64%-Liu Ming: 23%-Chen Qing Zhe: 13%
Capital relationship
There is no related information.
Personal relationship
There is no related information.
Business relationship
There is no related information.
Applicability to related parties
There is no related information.

5. Equity interest to be acquired by Ping An Tsumura, acquisition cost, and percentage of equity interest
before and after the transfer
(1)
(2)
(3)
(4)

Number of shares held before
0%the transfer
Number of shares acquired
100% of equity interest
Acquisition price
254,788 thousand RMB (approximately 0.854 billion yen)
Number of shares held after
100% of equity interest
the transfer

6. Schedule
(1)
(2)
(3)

Date of resolution by theBoard of Directors
Contract date
Date of share transfer

March 24, 2023
April 13, 2023
Late April 2023 (tentative)

RMB = 19.05 yen7. Impact of capital increase on business results
The impact of this acquisition on the Group’s consolidated results for the fiscal year ended March 31, 2023 will benegligible. The impact on consolidated results after fiscal year 2023 is currently investigated.

*1 Traditional Chinese medicine
Medicine used in Chinese medicine (traditional Chinese medicinal products, drug pieces, etc.).

*2 Crude drug pieces
Raw material crude drugs that have been chopped. Crude drug pieces for decoction.

*3 Traditional Chinese medicinal products
Formulations based on the theory of Chinese medicine which have been shaped into granules or pills, etc.

*4 Classical prescriptions
Prescriptions described in classic medical books compiled in or before the Qing dynasty, which have been used formany years. The Chinese government has been promoting research and development and drug registration as a policy
in recent years with the aim of passing down and developing such classic prescriptions.