GNI : Notice of Stock Split and Partial Amendment to AoI

Notice of Stock Split and Partial Amendment to Articles of Incorporation

August 16, 2019 - GNI Group Ltd., ("GNI Group" or "the Company") resolved at its board of directors meeting today to conduct a stock split and partially revise the Articles of Incorporation, as described below:

1. Stock Split

1. Reason for stock split
   Although GNI Group is pleased to see an increase in the number of the institutional shareholders, the primary investor base of GNI Group has always been Japanese retail investors. The board intends to further support the Company's retail shareholder base by stock split to ensure its shares remain affordable to small investors and to provide greater marketability and liquidity for GNI Group's shares.
2. Specifics of stock split
3. 1. Method and ratio of the split
      GNI Group's shares shall be split at the ratio of three (3) shares for every one (1) share held by shareholders recorded in the final shareholder register as of September 3, 2019 (Tues) ("Record date").
   2. Number of Shares to be increased by the split

Outstanding shares as of August 16, 2019	13,903,383 shares
Number of shares to be increased upon split	27,806,766 shares
Outstanding shares after split	41,710,149 shares
Number of authorized shares after split	90,000,000 shares

(Note) The total number of outstanding shares is as of August 16, 2019 and it does not include any increase in the number of outstanding shares that could occur as a result of the exercise of stock options afterwards.

iii) Schedule

Date of announcement of the record date	August 19, 2019 (Mon) (Tentative)
Record date	September 3, 2019 (Tues) (Tentative)
Effective date	September 4, 2019 (Wed) (Tentative)

1. Adjustment of exercise price of stock options
   With stock split, the exercise price of each stock options will be adjusted as follows after September 4, 2019:

Date for resolution of issuance	Exercise price
before adjustment	after adjustment
31st series stock option at BoDM on March 26, 2010	330 yen	110 yen
32nd series stock option at BoDM on March 26, 2010	330 yen	110 yen
39th series stock option at BoDM on August 17, 2015	2,210 yen	737 yen
41st series stock option at BoDM on June 23, 2017	6,540 yen	2,180 yen
42st series stock option at BoDM on September 20,	3,730 yen	1,244 yen
2018
43st series stock option at BoDM on December 11,	2,513 yen	837 yen
2018
44st series stock option at BoDM on December 11,	2,513 yen	837 yen
2018
(Note) "BoDM": Board of Directors' Meeting

1. Change in the amount of the Company's capital
   There will be no change in the amount of the Company's capital upon this stock split.

2. Partial Amendment to the Articles of Incorporation

1. Reason for amendment
   Associated with "1. Stock Split" stated above, the current provisions of Article 6 (Total Number of Authorized Shares) shall be amended as of September 4, 2019.
2. Specifics of amendment

	(underlined parts indicate the changes)
Current Provisions	Proposed Amendments
(Total Number of Authorized Shares)	(Total Number of Authorized Shares)
Article 6:	Article 6:
The total number of authorized shares of the	The total number of authorized shares of the
company shall be thirty million (30,000,000)	company shall be ninety million (90,000,000)
shares.	shares.

1. Schedule
   Effective date: September 4, 2019 (Wed)

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About GNI Group Ltd.

GNI Group Ltd. is a multinational pharmaceutical company listed on the Tokyo Stock Exchange Mothers Market, Code 2160. The Group is headquartered in Tokyo, with primary business units of pharmaceuticals and medical devices with subsidiaries in Hong Kong, Shanghai, Beijing and the United States. For further information about GNI Group Ltd., please visit www.gnipharma.com.

For further inquiries

Email: [e-mail]

This press release contains "forward-looking" statements, including statements related to the Group's plans to pursue development of product candidates and the timing thereof. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "continue," "expected to", "will" and similar expressions are intended to identify these forward-looking statements. There are a number of important factors that could cause the Group's results to differ materially from those indicated by these forward-looking statements, including risks associated with the timing and success of clinical trials and the commercialization of product candidates. The Group does not undertake any obligation to update forward-looking statements.

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