March 25, 2014
For Immediate Release

Ryosan Company, Limited
Representative: Naoto Mimatsu, President
Listing Code No.: 8140
Listing: First Section, Tokyo Stock Exchange
Inquiries:Fusakazu Atarashi
General Manager
Corporate Planning Headquarters
IR and Publicity Office
TEL: +81-3-3862-3816

Notice Concerning Non-Consolidated Incorporation-type Company Split andTransfer of Shares/Equity Interest of the New Company/Subsidiaries
The Company hereby announces that its Board of Directors resolved at a meeting held on March 25, 2014
to succeed the domestic business division involved in the heat sink production business (hereinafter referredto as “the Business”) to a new company through a company split (hereinafter referred to as “the CompanySplit”). Furthermore, the Board of Directors resolved to transfer all shares of the new company, all equity
interest of Ryosan Electronics (Foshan) Co., Ltd. (hereinafter referred to as “the Chinese subsidiary”), a
Chinese subsidiary which is an overseas business division of the Business, and all shares of Ryosan
Engineering (Thailand) Co., Ltd. (hereinafter referred to as “the Thai subsidiary”), a Thai subsidiary, toSankyo Tateyama, Inc. (hereinafter referred to as “Sankyo Tateyama”).
Note that the Company Split is a non-consolidated incorporation-type company split and a portion of
disclosure items/content is abbreviated.
1. Purpose of the Company Split, transfer of shares and change to subsidiaries
As part of our efforts to implement a program of selection and concentration of our business, theCompany has reviewed a variety of options related to the possibility of further development in theBusiness. As a result, the Company determined that transfer of the Business to Sankyo Tateyama will
enable response to customer needs, and therefore made this resolution.

2. Overview of the Company Split and transfer of shares of the new company(1) Schedule for the Company Split and transfer of shares
Agreement date for share transfer contract March 25, 2014
Date for resolution by Board of Directors approving incorporation-type company split April 2014
(tentative)
Effective date
September 1, 2014 (tentative)
Share transfer date
September 1, 2014 (tentative)*The Company Split is a simple split as defined in Article 805 of the Companies Act. Therefore,
the split is performed without receiving approval at a general meeting of stockholders.
1(2) Method of the Company SplitThe method is an incorporation-type company split (simple split) in which a new company isfounding with the Company (Ryosan Company, Limited) being split.

(3) Share allotment associated with the Company Split
6,000 shares of common stock will be issued for the new company at the time of the Company
Split. All shares will be allocated and delivered to the Company. On the same day as the effective
date for the Company Split, the Company will transfer all relevant shares to Sankyo Tateyama.
(4) Treatment of share options and bonds with share options associated with the Company Split
The Company will not issue share options or bonds with share options.
(5)Increase/decrease in capital to the Company Split
There is no capital to be decreased due to the Company Split.
(6) Rights and obligations succeeded by the new company
The new company is scheduled to succeed from the Company the items defined in the newcompany split plan dated late April 2014 (tentative). Specifically, this refers to all assets, liabilities
and contractual status belonging to the Business as of the effective date, all rights and obligations
accompanying those contracts, and all permits and licenses which can be lawfully succeeded.
(7) Forecast for performance of obligations
The Company and the new company expect the performance of obligations incurred following theeffective date of the Company Split.
(8) Overview of transfer of shares
The Company plans to transfer all shares of the new company to Sankyo Tateyama on September
1, 2014. For an overview of the new company, please refer to “3. Overview of parties to theCompany Split.” For information on Sankyo Tateyama, please refer to “6. Overview of transfer
destination for shares and equity interest.”
3. Overview of parties to the Company Split (as of September 30, 2013)
Split CompanyNew Company(1) Name
Ryosan Company, Limited(To be determined)
2-3-5 Higashi-Kanda, Chiyoda-ku, Tokyo, (To be determined)(2) Address
Japan(3) Representative
Naoto Mimatsu, President(To be determined)① Sale of semiconductors, electronic
components and electronic equipment(4) Areas of business
Manufacture and sale of heat sinks② Development, manufacture and sale ofRyosan products(5) Capital
17,690 million yen
300 million yen(6) Date of establishment
November 18, 1953
September 1, 2014 (tentative)(7) Number of shares issued Common stock
31,500,000 shares
Common stock
6,000 sharesand outstanding(8) Accounting period
March 31
(To be determined)(9) Number of employees
1,229 (consolidated)(To be determined)
2

・NORTHERN TRUST CO. (AVFC)
SUB A/C AMERICAN CLIENTS(10) Chief shareholder and15.41%・Ryosan Company, Limited 100.0%
stockholding ratio
・NORTHERN TRUST CO. AVFC RE
U.S. TAX EXEMPTED PENSIONFUNDS 6.03%(11) Financial condition and operating results of the split company for the last 3 years
Accounting period
Fiscal 2011
Fiscal 2012
Fiscal 2013
117,780 million yen
115,691 million yen
116,722 million yen
Net assets(consolidated)(consolidated)(consolidated)
163,479 million yen
167,079 million yen
160,220 million yen
Total assets(consolidated)(consolidated)(consolidated)
3,413.87 yen
3,457.13 yen 3,595.42 yen (consolidated)
Net assets per share(consolidated)(consolidated)
216,154 million yen
217,887 million yen
206,534 million yen
Net sales(consolidated)(consolidated)(consolidated)
6,078 million yen
3,511 million yen
3,673 million yen
Operating income(consolidated)(consolidated)(consolidated)
6,883 million yen
4,476 million yen
4,111 million yen
Ordinary income(consolidated)(consolidated)(consolidated)
4,130 million yen
1,899 million yen
2,814 million yen
Net income(consolidated)(consolidated)(consolidated)
Net income per share
119.85 yen (consolidated) 55.90 yen (consolidated)
84.40 yen (consolidated)
Net income per share
80 yen40 yen60 yenafter dilution

4. Overview of split business division(1) Business activities of the split division
Heat sink production business(2) Operating results for the split division (period ending March 31, 2013)
Division (a)The Company(consolidated) (b)Net sales
3,486 million yen
206,534 million yen

Ratio (a/b)
1.6%(3) Classification and book value for split assets and liabilities (as of December 30, 2013)
AssetsLiabilities
Item
Book value
Item
Book value
Current assets
806 million yen
Current liabilities
38 million yen
Fixed assets
898 million yen
Long-term liabilities
299 million yen
Total
1,704 million yen
Total
337 million yen（Note） The Company’s assets and liabilities to be split will be calculated by adding or subtracting tothe values listed above any increases or decreases incurred until the date of the split.
5. Condition of the Company and the new company following the Company Split
For details on the name, address, representative, business activities, capital and accounting period of
the Company and the new company following the Company Split, please refer to “3. Overview ofparties to the Company Split.” The Company (Ryosan Company, Limited) plans to transfer all shares of3the new company to Sankyo Tateyama on the effective date of the split. Based on consideration of variousconditions including continuity of the Business and economic rationality, the Company selected Sankyo
Tateyama from numerous candidates as the transfer destination for the Business. As per agreement withthe acquiring company, we cannot disclose the acquisition cost. The acquisition cost was calculated basedon rational negotiation by both parties, and as such is judged to be fair and appropriate.
6. Overview of transfer destination for shares and equity interest(1) Name
Sankyo Tateyama, Inc.
(2) Address
70 Hayakawa, Takaoka City, Toyama, Japan(3) Representative
Kiyotsugu Yamashita, President① Development, manufacture and sale of commercial construction materials,
residential construction materials, exterior construction materials, manufacture andsale of processed products made of rolled aluminum and other metals(4) Areas of business② Casting, extrusion, processing and sale of aluminum and magnesium③ Sale of commercial and general-purpose display fixtures, manufacture and sale ofstandard signs and other signage, shop equipment maintenance(5) Capital
15,000 million yen(6) Date of establishment
June 20, 1960
(7) Number of shares issued 31,554,629 sharesand outstanding(8) Accounting period
May 31(9) Number of employees
5,774 (as of November 30, 2013)
Sumitomo Chemical Company, Limited
7.08%(10) Chief shareholder andJapan Trustee Services Bank, Ltd. (trust account)
6.72%
stockholding ratio
The Master Trust Bank of Japan, Ltd. (trust account) 4.03%(11) Relation among companies which are party to the company split
Capital relationship
There is no capital relationship.
Personal relationship
There is no personal relationship.
Business relationship
There is no business relationship.
(12) Financial condition and operating results of the company for the last 3 years
Accounting period
Fiscal 2011
Fiscal 2012
Fiscal 2013
48,210 million yen
54,209 million yen
68,205 million yen
Net assets(consolidated)(consolidated)(consolidated)
212,172 million yen
212,862 million yen
216,545 million yen
Total assets(consolidated)(consolidated)(consolidated)（Note） On December 1, 2012, Sankyo Tateyama and Sankyo-Tateyama Holdings Inc. merged withSankyo Tateyama as the surviving company. Therefore, the period ending May 31, 2011(consolidated accounting period) and May 31, 2012 (consolidated accounting period) show
actual results of Sankyo-Tateyama Holdings Inc.
7. Reason for change to subsidiaries
Due to the reason stated above in 1., the Company decided to transfer to Sankyo Tateyama all equity
interest of the Chinese subsidiary and all shares of the Thai subsidiary which are overseas subsidiariesof the Company in the heat sink production business.
8. Overview of changing subsidiaries(1) The Chinese subsidiary(1) NameRYOSAN ELECTRONICS (FOSHAN) CO.,LTD.
(2) Address
3-6 Nanhai Japanese Medium-sized Enterprises Industrial Park, Danheng Road,4Danzao, Nanhai District, Foshan City, Guangdong, China(3) Representative
Satoshi Takabayashi, Chairperson(4) Areas of business
Manufacture and sale of heat sinks(5) Capital
200 million US dollar (about 166 million yen)
(6) Date of establishment
November 2004
(7) Main investor and Ryosan Company, Limited
100%
proprietary equity
CapitalThe Company (Ryosan Company, Limited) finances 100% ofrelationshipcapital for this company.
(8) Relationship between
3 directors of this company also serve as executives of thePersonal
the listed company andCompany. Also, 1 auditor of this company also serves as an auditor
relationshipthis companyof the Company.
Business
There are debts and credits between this company and therelationship
Company.

(2) The Thai subsidiary(1) NameRYOSAN ENGINEERING (THAILAND) CO.,LTD.
Amata Nakorn Industrial Estate, 700/339 Moo6, Bangna-Trading Road KM.57(2) Address
Tambol Donhualor, Amphur Muang, Chonburi Province, 20000, Thailand(3) Representative
Satoshi Takabayashi, President(4) Areas of business
Manufacture and sale of heat sinks(5) Capital
50,350 thousand baths (about 136 million yen)
(6) Date of establishment
June 1995
Ryosan Company, Limited
99.0%(7) Main investor and
HONG KONG RYOSAN LIMITED
0.5%
proprietary equity
SINGAPORE RYOSAN PRIVATE LIMITED
0.5%
CapitalThe Company (Ryosan Company, Limited) finances 99.0% of
relationshipcapital for this company.
(8) Relationship between
Personal
2 directors of this company also serve as executives of thethe listed company andrelationship
Company.
this company
Business
There are no debts and credits between this company and therelationship
Company.
*The rate used for conversion into yen is the average rate for the period ended March 31, 2013.

9. Overview of the party for the equity and share transfer
Details of the party for transfer of the Chinese subsidiary equity and the Thai subsidiary shares are listed
above in 6. Regarding the shares of the Thai subsidiary, Thai law requires at least 3 shareholders.
Accordingly, the Company and overseas subsidiaries of the Company current hold shares in the Thaisubsidiary.
10. Outlook
No material impact on the Company’s performance is anticipated as a result of the Company Split andtransfer of shares and equity interest.

5