TRANSLATION FOR REFERENCE PURPOSE ONLYThis notice has been translated from the original Japanese text of the timely disclose statement and is for reference purpose
only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail.

December 9, 2022
Company Name:
Representative:
Contact:

Asahi Holdings, Inc.
Tomoya Higashiura, President & CEO(Code: 5857, Tokyo Stock Exchange - Prime Market)
Kunihiko Chogo, General Manager,
Corporate Planning & Communications Department(Phone: +81-3-6270-1833)

Notice Concerning Transfer of Equity-Method Affiliate (Share Transfer)
Asahi Holdings, Inc. (hereinafter the “Company”) hereby announces that the Company has concluded today a sharetransfer agreement to transfer all the holding shares of Fuji Medical Instruments Mfg. Co., Ltd. (hereinafter “Fuji”), an
equity-method affiliate of the Company, to Johnson Health Tech Co., Ltd. (hereinafter “Johnson Health Tech”), a company
listed on the Taiwan Stock Exchange, as shown below.
As a result of this share transfer, Fuji will be excluded from the Company's equity-method affiliate.
1.

Reasons for the share transfer
In March 2020, aiming for further growth of Fuji, which was a wholly owned subsidiary of the Company, ittransferred 60% of shares of Fuji to Johnson Health Tech, which possesses 30 sales subsidiaries and over 300 directly
managed stores around the world. Since then, Fuji has been engaged in launching new product development designed tofulfill customer needs and expanding overseas business by reciprocally leveraging the management resources of the twocompanies.
On the other hand, one of the basic policies of the Company’s 9th Medium-Term Management Plan is to “reinforce
the foundation for global growth” and the Company is promoting selection and concentration of businesses while
continuing the “scrap and build” initiatives. In the fiscal year ended March 31, 2020, the Company exited the "Life &Health Business" and concentrated management resources on the "Precious Metals Business" and "EnvironmentalPreservation Business". The Company is making steady progress toward achieving the Medium-Term Management Plan.
Under these circumstances, as a result of various considerations, the Company has determined that it would beoptimal for Fuji to operate as a wholly owned subsidiary of Johnson Health Tech in order for Fuji to expand the businessby increasing its share of the domestic market and developing overseas markets, and to further enhance its corporate value.
From the above, the Company has decided on this share transfer.
The Company will continue to work on innovating and embracing challenges, and contribute to the realization of asustainable world.
2.

Overview of Fuji
(1)

NameFuji Medical Instruments Mfg. Co., Ltd.

(2)

Location

1-22, Noninbashi 1-chome, Chuo-ku, Osaka

(3)
(4)

Job title and name ofrepresentative
Description of business(5)

Share capital

30 million yen(6)Date of establishment

April 13, 1965

(7)

Major shareholder andownership ratio
Relationship between theCompany and Fuji

Johnson Health Tech Co., Ltd.: 60%
Asahi Holdings, Inc.: 40%
Capital relationshipAn equity-method affiliate of the Company(8)

Representative Director: Seiji Yasunaga
Manufacture, sales, import and export of health equipment, etc.

Personnel relationship

No applicable item

Business relationship

No applicable item

1

(9)

Operating performance and financial condition of Fuji in the past three years
As of / Fiscal year ended

March 31, 2020

December 31, 2020

December 31, 2021

Net assets (million yen)
4,333
4,792
5,281
Total assets (million yen)
8,565
9,270
9,093
Net assets per share (yen)14,445.26
15,974.48
17,604.39
Revenue (million yen)
17,534
13,64017,846
Operating profit (million yen)
489
698
1,016
Ordinary profits (million yen)
342
665
1,021
Net income (million yen)
160
452
720
Net income per share (yen)534.83
1,507.17
2,400.89
Annual dividend per share (yen)－750
1,200(Note): Due to the change in the accounting period for the fiscal year ended December 31, 2020, the accounting period
covers nine months from April 1, 2020 to December 31, 2020.
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)
(4)

Job title and name ofrepresentative
Description of business

Manufacture and sales of fitness equipment, etc.

(5)

Share capital

3,036 million New Taiwan dollars (13,662 million yen)

(6)

Date of establishment

October 7, 1975

(7)

Relationship with theCompany

Capital relationshipNo applicable item

Personnel relationship

No applicable item

Business relationship

No applicable item

Related party relationship

No applicable item

Chairman: Lo Kun Chuan(Note): Calculated at 1 New Taiwan dollar = 4.5 yen
4.

Number of shares to be transferred and number of shares owned before and after the transfer(1) Number of shares owned
120,000
before transfer(Number of voting rights: 120,000)(Ratio of voting rights held by the Company: 40%)(2) Number of shares to be120,000
transferred(Number of voting rights: 120,000)(Ratio of voting rights held by the Company: 40%)
(3) Transfer price
The Company refrains from disclosing the transfer price due to confidentiality
obligations with the transferee.
(4) Number of shares owned
0after transfer(Number of voting rights: 0)(Ratio of voting rights held by the Company: 0%)

5.

Timetable(1) Date of the conclusion of the share transfer agreement

December 9, 2022(2)

December 14, 2022 (Scheduled)

Date of share transfer

6.

Outlook
The impact of the share transfer on the Company’s consolidated financial performance for the fiscal year ending
March 2023 is currently under examination. The Company will promptly disclose the details if matters requiring further
disclosure arise.
2