November 30, 2017
NEWS RELEASE
Name ofTSUMURA & CO.

ListedCompany
RepresentativeTerukazu Kato
President & Representative Director(Code: 4540 First Section of the Tokyo

ContactStock Exchange)
Noboru Suzuki
Head of Corporate
Communications Dept.
Telephone:
81-3-6361-7100

Tsumura Announces Execution of Joint Venture Agreementwith Ping An Insurance (Group) Company of China, Ltd.
TSUMURA & CO. (hereinafter, “Tsumura”) announces that at a meeting held on
November 30, 2017, its Board of Directors passed a resolution to conclude an agreement
for the establishment of a joint venture (hereinafter, the “Joint Venture Agreement”), in
which two companies, namely Tsumura China Inc. (hereinafter, “Tsumura China”), its
wholly-owned subsidiary, and Shanghai Pingpu Investment Co., Ltd. (Headquarters;
Shanghai, China; hereinafter, “Shanghai Pingpu”), which is a subsidiary of Ping An
Insurance (Group) Company of China, Ltd. (headquarters: Guangdong Province, China;
hereinafter, “Ping An Insurance”), will make investments.

1. Purpose of Execution of Joint Venture Agreement
As announced in the news release on September 22, 2017 titled “Tsumura Announces Capital andBusiness Alliance with Ping An Insurance (Group) Company of China, Ltd. Issuance of New Sharesand Disposal of Treasury Shares by Way of Third-Party Allotment, and Planned Change in Largest
Shareholder Among Major Shareholders,” Tsumura and Ping An Life have executed a capital andbusiness alliance agreement for the purposes of (1) contributing to the further development of the
traditional Chinese medicine industry in China and to the health care and health of the Chinesepeople, (2) building a business model that will cover everything from quality standards for
traditional Chinese medicines (*) and the cultivation of crude drugs to final products, and (3)ensuring Tsumura’s stable procurement of crude drugs and raw materials. On that occasion, the twocompanies agreed to establish a joint venture engaging in business related to strengthening the crude
drug procurement structure, business related to analysis and research focusing on traditional Chinese
medicines, and business related to traditional Chinese medicines, health food and healthcare-related
daily necessities and other operations and markets. In accordance with this agreement, a holding
company was established under the name of Ping An Tsumura Inc., in which Tsumura China will
have a stake of 56% whereas Shanghai Pingpu, a subsidiary of Ping An Insurance, will have a stakeof 44%.
The Joint Venture Agreement will be concluded on December 7, 2017.

(*)Traditional Chinese medicines: Medicines used in traditional Chinese medicine (or TCM)
2. Outline of the Joint Venture (planned)(1) Outline(1)

Name of Company

Ping An Tsumura Inc.

(2)

Location

Shenzhen, Guangdong Province, China(3)

Representative

Tung Hoi, Chairman
Business related to strengthening the crude drug procurement structure,business related to analysis and research focusing on traditional Chinese(4)

Business Description

medicines, and business related to traditional Chinese medicines, healthfood and healthcare-related daily necessities and other operations andmarkets, etc.
1,000 million RMB(5)Capital(6)Date of Foundation

February, 2018 (Plan)(7)

Fiscal-year End

December 31 every year

(8)

Investment Ratios

Tsumura China: 56%, Shanghai Pingpu: 44%(Approximately 16.91 billion yen)

1RMB=16.91 JPY*With a holding company not allowed to engage in production for itself, a subsidiary will beestablished under the umbrella of Ping An Tsumura Inc.

(2) Capital relationship chart pertaining to the establishment of the Joint Venture

3. Outline of Tsumura China(1)

Name of Company(2)

Location(3)

Representative(4)

Business Description(5)

CapitalTsumura China Inc.
Area A, 2nd Floor, Building 5, 276 Guo Shou Jing Road, China(Shanghai) Pilot Free Trade Zone
Koin Toda, Chairman
Business management of Tsumura Group companies in China andoperations incidental to it
300 million RMB(Approximately 5.07 billion yen)

1RMB=16.91 JPY

4. Outline of Joint Venture Partner(1)(2)

Name of CompanyLocation

Shanghai Pingpu Investment Co., Ltd.
Room 909, 9th Floor, 133 Tiantong Road, Hongkou District, Shanghai,China(3)

Representative

Fei Xiao Feng, Executive director(4)

Business Description

Investment Business(5)

Capital(6)Date of Foundation

4,330 million RMB(Approximately 73.22 billion yen)

1RMB=16.91 JPY

June 7, 2011

Major Shareholder(7)

and Shareholding
Ratio

Ping An Life Insurance Company of China, Ltd.

100%

(8)

Relationship Between
the Parties
Capital Relationship

There is no relationship to be disclosed between the parties.

Personal Relationship

There is no relationship to be disclosed between the parties.

TransactionalRelationship
Status as Related
Party

There is no relationship to be disclosed between the parties.

There is no relationship to be disclosed between the parties.

Outline of Parent Company(1)

Name of Company

Ping An Insurance (Group) Company of China, Ltd.

(2)

Location(3)

Representative

Ma Mingzhe, Chairman & CEO(4)

Business Description

Insurance business, banking business and investment business(5)

Capital18,280 million RMB(6)Date of Foundation

May 27, 1988

(7)

Financial Results:(8)

Listing Markets

Ping An Finance Centre, NO.5033 Yi Tian Road, Futian District,Shenzhen, Guangdong Province, China

Net sales of 712,453 million RMB and net income of 62,394 million RMB
in 2016
Hong Kong Stock Exchange, and Shanghai Stock Exchange
Hong Kong Securities Clearing Company Nominees Limited(12)

Major Shareholders

Shenzhen Investment Holdings Co.,Ltd.

and Shareholding

All Gain Trading Limited

RatiosHuaxia Life Insurance Co., Ltd.
China Securities Finance Corporation Limited

5. Date(1)Resolution of the Board of DirectorsNovember 30, 2017(2)Date of the conclusion of the Joint Venture Agreement

December 7, 2017 (Plan)(3) Establishment date of the joint venture

February, 2018 (Plan)

6. Impact on Financial Results
The establishment of the joint venture company has only a minor impact on Tsumura’s
consolidated financial results for the fiscal year ending March 31, 2018.