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.

October 29, 2019
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 the Conclusion of Basic Agreement on Share Transfer (Change regarding Subsidiary)This is to notify that Asahi Holdings, Inc. (hereinafter “Company”), at the meeting of its Board ofDirectors held today, resolved to execute the basic agreement (hereinafter “LOI”) to transfer 60% of
all the shares of Fuji Medical Instruments Mfg. Co., Ltd. (hereinafter “Fuji”), a consolidated
subsidiary of the Company, to Johnson Health Tech Co., Ltd. (hereinafter “Johnson Health Tech”), acompany listed on the Taiwan Stock Exchange, and to enter into negotiations towards the official
share transfer agreement (hereinafter “Definitive Agreement”) as shown below. Fuji is scheduled tobecome an equity method affiliate of the Company, which will own 40% of Fuji’s shares, after sharetransfer.
Details1.

Reasons for the transfer of shares
In July 2014, the Company acquired Fuji, a business engaged in healthcare-related equipmentthat is considered a growth segment in domestic business, and has worked to achieve businessgrowth through various measures such as improvement of the quality of massage chairs. Fuji is aleading company in the Japanese massage chair market with strengths, which are its superior
product development capability and offering products through its proprietary sales networks
cultivated over many years. Ensuring further growth for this business in the future calls for a market
development involving global operations in the U.S., China and other countries, coupled with theexpansion of the domestic market share. To realize this objective, the Company has held a series ofdiscussions with Johnson Health Tech, which is the international sales agent for Fuji’s massage
chairs and possesses 30 sales subsidiaries and over 300 directly managed stores around the world.
The Company and Johnson Health Tech recently concluded a basic agreement that two companies
will turn Fuji into a joint venture and expand overseas business by reciprocally leveraging themanagement resources of the two companies.
After the share transfer, Fuji and Johnson Health Tech will capitalize on the synergies between
Fuji’s know-how on massage chairs and Johnson Health Tech’s product planning and AI technologies
to launch new product development designed to fulfill customer needs. In addition, two companies
will accelerate international sales expansion by leveraging Johnson Health Tech’s powerful sales
network so that Fuji’s corporate value will be enhanced even further with the goal of initial public
offering in several years.

12.

Overview of Fuji
(1)

NameFuji Medical Instruments Mfg. Co., Ltd.

(2)

Location

1-22, Noninbashi 1-chome, Chuo-ku, Osaka(3)

Title and Name ofRepresentative

Representative Director: Toshiyuki Otsuki(4)

Business content

Manufacture and sales of health equipment, etc.

(5)

Capital30 million yen(6)Date of establishment

April 13th, 1965

(7)

Major shareholder andshareholding ratio(8)

Asahi Life & Health Corporation: 100%Relationship between

Capital

A 100% subsidiary of Asahi Life & Healththe listed company andrelationship

Corporation, a 100% subsidiary of the Company.

the relevant company

Personnel

Two employees of the Company and seven

relationshipemployees of Asahi Pretec Corp., a 100% subsidiaryof the Company, are seconded to Fuji.

Business

No applicable item

transactions(9)

Management performance of Fuji in the past three years

Settlement period

Period ended March

Period ended March

Period ended March

2017

2018

2019

Revenue (million yen)

18,944

19,666

18,266

Operating income (million yen)

1,075

1,102

1,074

Current net profits (million yen)

1,043

1,008

893

740

650

613

2,469.13

2,169.63

2,045.45

Net assets (million yen)

2,910

3,580

4,178

Total assets (million yen)

9,326

8,066

9,142

Net assets per share (yen)9,703.31

11,934.70

13,928.47―――

Net income (million yen)
Net income per share (yen)Annual dividend per share (yen)3.

Overview of Johnson Health Tech
(1)

Name

Johnson Health Tech. Co., Ltd.

(2)

Location

No. 999, Sec. 2, Dongda Rd., Daya Dist., Taichung City 428, Taiwan, R.O.C.

(3)

Title and Name ofRepresentative

Chairman: Lo Kun Chuan(4)

Business content

Manufacture and sales of fitness equipment, etc.

(5)

Capital3,036 million New Taiwan dollars (10,626 million yen)

(6)

Date of establishment

October 7th, 1975

(7)

Relationship with theCapital relationship

No applicable item

Company

Personnel relationship

No applicable item

Business transactions

An international sales agent of Fuji

(Note): Calculated at 1 New Taiwan dollar = 3.5 yen

24.

Number of shares transferred, value of share transfer and number of shares owned before andafter transfer(1)

Number of shares

300,000

owned before transfer(Number of voting rights: 300,000)(Ratio of voting rights held by the company: 100%)(2)

Number of shares to be

180,000transferred(Number of voting rights: 180,000)(Ratio of voting rights held by the company: 60%)

(3)

Value of share transfer

6,700 million yen(4)

Number of shares

120,000

owned after transfer(Number of voting rights: 120,000)(Ratio of voting rights held by the company: 40%)

(Note): Value of share transfer will be finalized at Definitive Agreement.
5.

Schedule(1)

Date of the conclusionof LOI(2) Date of the conclusionof Definitive Agreement(3) Date of share transfer

6.

October 29, 2019
Early December 2019 (scheduled)
Early February 2020 (scheduled)

Future prospects(1) Following the share transfer, Fuji will be classified as discontinued operations from the third
quarter of the year ending March 2020, and is expected to be excluded from the list of
consolidated subsidiaries of the Company from the fourth quarter of the year ending March 2020
due to loss of control. As for amount of its financial impact on the Company’s consolidated
performance for the year ending March 2020, following the classification of Fuji as discontinued
operations, revenue from ongoing operations is projected to drop by approx. 20.0 billion yen andoperating income by approx. 0.9 billion yen. The company is investigating the impact due in partto corporate tax charges that accompany the sale of shares and the revaluation of shares inpossession.
(2) The name and address of Fuji after share transfer are planned to remain the same as “Fuji
Medical Instruments Mfg. Co., Ltd.” and “1-22, Noninbashi 1-chome, Chuo-ku, Osaka”.
(3) All employees of the current Fuji are planned to remain the company after the share transfer.

3