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. NPR-RIKENCORPORATION assumes no responsibility for this translation or for direct, indirect or any other forms of damages arisingfrom the translation.

December 25, 2023
Company:

NPR-RIKEN CORPORATION

Representative:

Director, Chairman & CEO
Yasunori Maekawa(Code: 6209 TSE Prime Market)

Contact:General Manager, Corporate Planning Div.,
Tenya Mitsuboshi(TEL. 03-3230-3911)

Notice Regarding the Acquisition of shares in SHINWA VANES CO., LTD. by a subsidiary, Riken Corporation(acquisition of a sub-subsidiary company)

We are pleased to announce that at the meeting of the Board of Directors held today, NPR-RIKEN CORPORATION (the“Company”) resolved that Riken Corporation (the "Riken"), a subsidiary of the Company, will acquire the shares of SHINWA
VANES CO., LTD. (the “SHINWA VANES”) (the "Share Acquisition") and make it a subsidiary of Riken as follows.
1.

Reasons for the acquisition
Under the Company’s Midterm Corporate Strategy (2024-2026), NPR-RIKEN group (the “Group”) is working to transform

its business portfolio by expanding and strengthening its "next core businesses"* in non-ICE fields. In the thermal engineeringbusiness, one of the core businesses, we developed the Fe-Cr-Al metallic heating element PYROMAX™ in 1956. For morethan 67 years, the Group has engaged in everything from melting heating elements to wire rod processing as well as
consistently manufacturing heater units and industrial furnaces that utilize them. In addition to metal heating elements, wealso developed PYROMAX SUPER™, a ceramic heating element, to meet the needs of customers in the automotive andsemiconductor equipment industries as well as those who require heaters in high-temperature ranges.
In recent years, research and development has been active in various industries to replace combustion heating that use
fossil fuels with electrical resistance heating using heating elements, as part of the trend toward carbon neutrality. As
demand for more efficient and environmentally friendly heating elements and units increase, there is an urgent need tocater to a wide range of customers through the advancement of new technologies. The Group is also accelerating researchand development and prototype delivery in response to global carbon neutral requirements.
Since its establishment in 1978, SHINWA VANES has accumulated unique development capabilities and know-how in thedesign, development, and manufacturing of industrial heaters, electric heating equipment, and parts, and has met the everchanging needs of various industries that require heating. As a technical manufacturing consultant specialist, SHINWA VANES
provides innovative heaters tailor-made to meet these demands, and has earned a high reputation and built a strong
relationship of trust with its customers in Japan and overseas. Among these, SHINWA VANES specializes in manufacturing
small and medium-sized heaters in the low temperature range for semiconductor manufacturing equipment that support
important industries such as information and telecommunications, automobile, and electrical machinery. SHINWA VANES is
proud of its high market share for semiconductor manufacturing equipment for cleaning, film formation, and edging
processes, far ahead of its competitors. Advanced performance such as excellent heat transfer, precise temperature control,*Existing businesses in growth areas and new product businesses

and even heat distribution is indispensable for the future advancement of semiconductor manufacturing equipment(advancement of miniaturization technology). We believe that the development and custom-made capabilities that SHINWA
VANES has built up over the years will be further fortified in the heater market for semiconductor manufacturing equipment.
Demand for semiconductor manufacturing equipment will continue to expand as the growth of the semiconductor market
over the medium-to-long term is expected with the development of AI, IoT, and 5G, the spread of electric vehicles, active
investments in data centers, advanced robotics, etc. We anticipate SHINWA VANES to establish a unique and solid position
with its steady business growth in line with this trend.
Through this Share Acquisition, SHINWA VANES and the Group will be able to bring together their respective development
technology and sales capabilities, jointly develop attractive new products, and expand our businesses, thereby achieving
significant growth in the midst of the carbon neutral trend. It will also enable us to lead the electric resistance heater market.
In addition, we believe that this acquisition will contribute to achieving carbon neutrality, as well as enhancing our corporate
values through the improvement in our mid-to-long term ROE and capital efficiency for the Group, including SHINWA VANES.

2.

Transfer of shares
Riken plans to acquire 28,440 shares from the existing shareholder of 31,600 issued shares of SHINWA VANES. As a result,

Riken will hold 90.0% of the outstanding shares of SHINWA VANES, and SHINWA VANES will become a consolidated
subsidiary of Riken. This transaction is subject to the application to the relevant authorities and other necessary approvals.
3.

Outline of the target company

(1)

Name

SHINWA VANES CO., LTD.

(2)

Address

Nishigotanda 7choume Bldg., 7-25-5 Nishigotanda, Shinagawa-ku, Tokyo

Name and Title ofNoboru Arai

RepresentativePresident(3)

Design, development, and manufacturing of heating equipment and parts of(4)Description of business(5)

Capital30 million yen(6)Date of establishment

October 18, 1978

Major shareholders andEndeavour United II Investment Business Limited Partnership (90.0%), Otherequity shareindividual shareholders (10.0%)(7)

Industrial heater related to semiconductor, FPD, and solar cell manufacturing.

There is no capital relationship that should be stated between
the Company and the relevant company. In addition, there are
Capital ties

no notable capital ties between related parties and affiliatedcompanies of the Company and related parties and affiliatedcompanies of the relevant company.
There is no personnel relationship that should be statedRelationship between(8)

the Company and thetarget company

between the Company and the relevant company. In addition,
Personal

there are no noteworthy personnel relationships between

Relationshiprelated parties and affiliated companies of the Company andrelated parties and affiliated companies of the relevantcompany.
There is no business relationship that should be stated between

BusinessRelationship

the Company and the relevant company. In addition, there areno noteworthy business relationships between related parties
and affiliated companies of the Company and related parties
and affiliated companies of the relevant company.

Consolidated operating results and consolidated financial position of the target company for the last three years(9)(Units: 1 million yen unless otherwise specified.)Fiscal year end

Year ended

Year ended

Year ended

August, 2021

August, 2022

August, 2023

Consolidated sales

4.

6,321

7,787

6,783

Consolidated operating income

687

1,114

943

Consolidated ordinary profit

701

1,127

980

Consolidated net Income

448

675

666

Consolidated net assets

1,790

2,343

3,026

Consolidated total assets

3,220

4,168

4,123

Overview of the counterparty of the share acquisition

(1)

Name

Endeavour United II Investment Business Limited Partnership(2)

Address

6F, Marunouchi 2-chome Building, 2-5-1 Marunouchi, Chiyoda-ku, Tokyo(3)

Purpose of funding

Acquisition of securities, etc.

(4)Date of funding

September 2018
Name

Overview of the(5)Unlimited liability
partner5.

Address

Endeavour United Co.,Ltd.
6F, Marunouchi 2-chome Building, 2-5-1 Marunouchi,
Chiyoda-ku, Tokyo

Representative

Tomohiko Mimura CEO

Description of business

Management of investment funds

Number of acquired shares, acquisition price, and status of owned shares before and after acquisition

(1)

(2)
(3)

Number of shares

0 sharesowned before the(Number of voting rights: 0)change(Percentage of voting rights held: 0%)

Number of shares

28,440 sharesacquired(Number of voting rights: 28,440)

Acquisition cost

Undisclosed due to the confidentiality obligation with the counterparty.

Number of shares(4)

owned after the change

28,440 shares(Number of voting rights: 28,440)(Voting rights ownership ratio: 90.0%)(Note) The acquisition price was determined after repeated discussions with the counterparty based on the results of due
diligence and share valuation by third parties, and the Board of Directors of the Company resolved it as a reasonable price.
6.

Expected schedule(1)

Board resolution(2)

Signing of theAgreement(3)

Share transfer

December 25, 2023
December 25, 2023
2024 mid-February (Scheduled)*The date of the share transfer is subject to change based on application to the relevant authorities and other necessary
approvals.
7.

Future outlook
We are currently examining the impact of the Share Acquisition on our consolidated results for the fiscal year ending

March 2024, and will promptly disclose any matters that should be disclosed.