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 Establishment of Subsidiary through
Non-Consolidate Incorporation-type Company Split
The Company hereby announces that, based on the decision announced on March 25, 2014, its Board of Directors resolved at a meeting held on May 23, 2014 to succeed the heat sink production business (hereinafter referred to as "the Business") to the new company Sankyo Thermotech Co., Ltd. tdrough a company split as of September 1, 2014, (hereinafter referred to as ''the Company Split''). Details are listed below. Note that the Company Split is a non-consolidated incorporation-type company split and a portion of disclosure items/content is abbreviated.
Details
1.  Purpose of the Company Split As part of our efforts to implement a program of selection and concentration of our business, the Company has reviewed a variety of options related to the possibility of further development in the Business. 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 (1) Schedule for the Company Split • Resolution by Board of Directors approving incorporation-type company split May 23, 2014 • The date of the split (Effective date) September 1, 2014 *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.
(2) Method of the Company Split
The method is an incorporation-type company split (simple split) in which a new company is founding 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 The Company will not issue share options or bonds with share options.
(5) 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 new company split plan dated May 23, 2014. 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 the effective date of the Company Split.
(3) Financial condition and business performance for business year immediately
4.  Overview of split business (1) Business activities Heat sink production business
5. Condition of the listed company following the Company Split There will be no change to the Company's name, business activities, address of headquarters, President, capital or accounting periods as a result of the Company Split.
6. Outlook
No material impact on the Company’s performance is anticipated as a result of the Company Split.