UNOFFICIAL TRANSLATION

The official press release is in Japanese.

Company Name:

FinTech Global Incorporated

Representative:

Nobumitsu Tamai, President and CEO

Stock Listing:

Tokyo Stock Exchange Mothers Section

Stock Code:

8789

Inquiries:

Takashi Senda, Member of the Board,

Senior Executive Officer

Tel:

+81-3-6456-4600

Notice Regarding Change in Subsidiary Status Due to Share

April 11, 2019-The Board of Directors at FinTech Global Incorporated (hereafter, "FGI" and "the Company") resolved today that the Company would execute a partial transfer and purchase of shares held by the Company in Geoplan Namtech Inc. (hereafter, "Geoplan Namtech"), currently a consolidated subsidiary. Details are provided below.

Due to this resulting change in equity status, Geoplan Namtech will no longer be treated as a consolidated subsidiary and instead become an affiliate accounted for under the equity method.

Details

1. Reason for share transfer and share purchase

The company to which the shares will be transferred is Nippon Koei Co., Ltd. (hereafter, "Nippon Koei"). This company plays a part in nation-building efforts in countries all over the world through consulting and power engineering businesses related to social infrastructure improvement, and it is ranked No.1 in terms of net sales among domestic construction consulting businesses. Management at FGI felt that under the umbrella of a company like Nippon Koei with an extensive track record, Geoplan Namtech would be able to expand the scope of its business activities and boost corporate value. With this in mind, the decision was made to execute a transfer of shares.

However, management agreed that FGI should retain a certain level of equity in Geoplan Namtech to promote public finance-related services offered under the FGI Group umbrella. For this reason, FGI will purchase 400 shares held by the representative director at Geoplan Namtech and transfer 3,360 shares to Nippon Koei, a change that will shrink the Company's equity stake to 34% from the original 83.3%.

2. Outline of the subsidiary undergoing change in status

(1)

Name

Geoplan Namtech Incorporated

(2)

Address

3-1, Kamiosaki 1-chome,Shinagawa-ku, Tokyo

(3)

Name and title of

Tsunehiko Nishizawa, Representative Director

representative

(4)

Business activities

Plan, design, configure, maintain, operate and manage information

systems related to infrastructure and utilities

(5)

Paid-in capital

¥31 million

(6)

Date of establishment

April 15, 2016

(7)

Major shareholders and

FGI

83.3%

shareholding ratios

Tsunehiko Nishizawa 16.7%

Capital

• FGI holds 83.3% equity in Geoplan Namtech.

relationship

• Two employees of FGI serve concurrently as

Personnel

directors at Geoplan Namtech, and one FGI

relationship

director serves concurrently as a corporate auditor

(8)

Relationships with FGi

at Geoplan Namtech

• FGI signed a loan agreement, a line of credit

Business

agreement and a management services agreement

with Geoplan Namtech. The Company also sublets

relationship

part of a building it leases for itself to Geoplan

Namtech.

(9)

Consolidated performance and financial position for the past three years (Note 2)

Fiscal 2016

Fiscal 2017

Fiscal 2018

Fiscal year

(From January 1, 2016

(From January 1, 2017

(From October 1, 2017

to December 31, 2016)

to September 30, 2017)

to September 30, 2018)

Net assets

¥0 million

¥24 million

¥91 million

Total assets

¥0 million

¥131 million

¥293 million

Net revenue

¥135 million

¥259 million

Operating income (loss)

(¥1 million)

¥38 million

¥9 million

Recurring profit (loss)

(¥1 million)

¥38 million

¥7 million

Net income (loss)

(¥1 million)

¥24 million

¥5 million

Notes: 1. Fiscal 2017, ended September 30, 2017, was a nine-month irregular accounting period due to

a change in fiscal year-end.

2.The old Geoplan Namtech, which was established through a stock split in March 2018 to engage in the licensing business, was absorbed through a merger in May 2018.

3.FGI included Geoplan Namtech in the scope of consolidation from the end of the second quarter of fiscal 2018, ended September 30, 2018, due to the acquisition of shares.

3. Outline of counterparty in share transfer

(1)

Name

Nippon Koei Co., Ltd.

(2)

Address

4, 5-chome, Kojimachi, Chiyoda-ku, Tokyo

(3)

Name and title of

Ryuichi Arimoto, Representative Director and President

representative

(4)

Business activities

Construction consulting business and power engineering business

(5)

Paid-in capital

¥7,437 million

(6)

Date of establishment

June 1946

The Master Trust Bank of Japan, Ltd. (Trust account)

5.44%

(7)

Major shareholders and

Nippon Koei Group Employees Shareholding Association

4.96%

shareholding ratios

MUFG Bank, Ltd.

4.65%

(As of December 31, 2018)

Capital

• Not applicable.

relationship

Personnel

• Not applicable

relationship

(8)

Relationships with FGi

Business

• Not applicable.

relationship

Related party

• Not applicable

interests

4. Overview of counterparty in share purchase

(1)

Name

Tsunehiko Nishizawa

(2)

Address

Taito-ku, Tokyo

(3)

Relationship with FGI

Representative director of FGI subsidiary Geoplan Namtech

5. Number of Shares for Transfer/Purchase, Transfer/Purchase Price and Status of Shareholding Before and After Transfer/Purchase

(1)

Shareholding prior to change

5,000 shares

(Number of voting rights: 5,000)

(Shareholding ratio: 83.3%)

(2)

Number of shares for transfer

3,360 shares

(Number of voting rights: 3,360)

(3)

Number of shares for purchase

400

(Number of voting rights: 400)

(4)

Shareholding after change

2,040 shares

(Number of voting rights: 2,040)

(Shareholding ratio: 34%

6. Schedule

(1)

Resolution by Board of Directors

April 11, 2019

(2)

Conclusion of share transfer agreement

In April 2019 (planned)

(3)

Anticipated date of share transfer/purchase

In May 2019 (planned)

7. Outlook

This share transfer/purchase will have a minor impact on fiscal 2019 results, but the FGI Group will also draw on its cooperative relationship with the Nippon Koei Group to reinforce public finance related services.

END

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FGI - FinTech Global Inc. published this content on 17 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 17 April 2019 09:02:02 UTC