Hoya : Notice of Company Split (Simplified Incorporation Split) and Transfer of Shares of the Newly Established Company (121KB)

May 15, 2023

Company Name	HOYA Corporation
Name of	Eiichiro Ikeda,
Representative	Representative Executive Officer and CEO
(Ticker: 7741 TSE Prime Market)
Contact	Corporate Communication Department
	Telephone [phone]

Notice of Company Split (Simplified Incorporation Split) and Transfer of Shares of

the Newly Established Company

Today, HOYA Corporation (HOYA) has decided to transfer its business of cloud attendance management service and cloud payroll statement viewing service to RAKUS HR Tech Co., Ltd.(Representative: Masashi Tanabe, RAKUS HRT), which is to be newly established through a company split (simple incorporation-type company split) (hereinafter referred to as the "Company Split"), and the shares of RAKUS HRT to RAKUS Co., Ltd. (Representative: Takanori Nakamura, Address: Kita-Ku, Osaka, RAKUS) (hereinafter referred to as the "Share Transfer" and collectively with the Company Split, the "Transaction"), as follows:

Since this is a simple incorporation-type company split solely conducted by HOYA, certain disclosure items and details have been omitted.

Notes

1. Purpose of the Transaction
   Aiming to optimally allocate the Group's management resources, HOYA has decided that it would be optimal for this business to strengthen its competitiveness by operating the cloud attendance management and payroll statement viewing services business under RAKUS, which has extensive knowledge of IT services and customer channels. Accordingly, HOYA has reached an agreement with RAKUS to transfer the shares.
2. Summary of the Company Split
3. 1. Schedule of the Company Split

Decision by the Representative Executive Officer

May 15,2023

on the incorporation-type split plan

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Effective date of the company split	June 30, 2023(planned)
(The day of the establishment of RAKUS HRT)

NOTE: This company split falls under the simplified incorporation-type split stipulated in Article 805 of the Companies Act, and therefore it is scheduled to be implemented without a resolution of the general meeting of shareholders.

1. Method of the Company Split
   This is a simplified incorporation split with HOYA as the splitting company and RAKUS HRT as the successor company.
2. Contents of Allotment Pertaining to the Company Split
   RAKUS HRT will issue 1,000 shares of common stock and all of them will be allotted and delivered to HOYA upon this company split.
3. Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights as a Result of the Company Split
   There are no applicable items in this company split.
4. Capital Increase or Decrease by this Company Split
   As a result of this corporate split, there will be no increase or decrease in share capital.
5. Rights and Obligations to be Succeeded by the Successor Company
   RAKUS HRT will succeed to the Company's assets, liabilities, contractual status including employment contracts, and rights and obligations incidental thereto relating to the business subject to the Incorporation-type Company Split to the extent provided for in the Incorporation-type Company Split Plan. The succession of the obligation shall be made by the method of assumption of the indemnified obligation.
6. Prospects of Paying Debt Obligations
   In the company split, HOYA has determined that there are no problems with the prospects of execution the obligations to be borne by HOYA and RAKUS HRT.
7. Outline of the Parties Involved in the Company Split

	Successor Company	Splitting Company
	(To be established on June 30,	(As of March 31, 2023)
	2023)
i. Name	RAKUS HR Tech Co., Ltd.	HOYA Corporation
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ii.	Location	of	the	head	TBD	6-10-1,Nishi-Shinjuku,
	office				Shinjuku-ku, Tokyo
iii.	Position/N am e of		Masashi Tanabe,	Eiichiro Ikeda, Representative
	Representative			Representative Director	Executive Officer and CEO
iv.	Business Activities		Manufacturing	and	sales	of
					Development and sales of	health care/medical	products,
					cloud attendance management	electronics	products	for
					and payroll statement viewing	semiconductor	manufacturing
					services	components and others	and
						imaging products
v.	Common stock		50,000,000 yen	6,264,201,967 yen
vi.	Date of Incorporation	June 30, 2023 (planned)	August 23, 1944
vii.	Number	of	shares	1,000 shares	356,960,520 shares
	outstanding
viii.	Fiscal year end		March	March
ix.	Major shareholde rs	and		The Master Trust Bank of
	percentage	of shares			Japan, Ltd. (Trust Account)
					20.31%
						Custody Bank of JAPAN, Ltd.
						(Trust Account)	7.35%
					HOYA Corporation 100%	SSBTC Client Omnibus
					Account		3.10%
						State Street Bank West Client-
						Treaty 505234		1.87%
						Deutsche Bank Trust
						Company Americas	1.76%

x. Financial position and results of operations for the immediately preceding fiscal year (Fiscal Year ending March 2023)

	Millions of yen
Splitting Company (Consolidated and IFRS)
Total equity	814,604
Total assets	1,028,326
Equity attributable to owner of the company per share	2,311.72 yen
Revenue	723,582
Profit before tax	215,832
Profit attributable to owners of the company	168,638
Basic earnings per share	469.76 yen
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As the successor company is scheduled to be established going forward, there is no financial position or operating results for the most recent fiscal year.

1. Summary of Business Divisions to be Succeeded by the Company Split
2. 1. Description of the Business Division to be Split
      Development and sales of cloud attendance management and payroll statement viewing services
   2. Business Results of the split business division (Fiscal Year Ending March 2023) Revenue 962 million yen
   3. Items and amounts of assets and liabilities to be split (as of December 31, 2022)

Millions of yen

Assets		Liabilities
Item	Amount	Item	Amount
Current assets	117	Current liabilities	237
Non-current assets	0	Non-current liabilities	-
Total assets	117	Total liabilities	237

Calculated based on the balance sheet as of December 31, 2022, and will change at the time of the company split.

(10)Status After the Company Split

After the company split, there is no change in the name of the company, the location of the head office, the position and name of the representative, the nature of the business, capital, or the fiscal year-end.

3. Summary of the Share Transfer

1. Outline of the New Company to be Transferred

Please refer to 2.Summary of the Incorporation-type Company Split(8)(9) above.

(2) Schedule of the Share Transfer
Decision on Share Transfer Agreement	May 15, 2023
Conclusion of the Share Transfer Agreement	May 15, 2023
Effective Date of Share Transfer	July 1, 2023 (planned)

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1. Summary of the Counterparty to the Share Transfer

i.	Name	RAKUS Co., Ltd.
ii.	Location of the head	1-9, Tsurunocho, Kita-Ku, Osaka
	office
iii.	Position/N am e of	President and Representative Director
	Representative	Takanori Nakamura
iv.	Business Activities	Services related to information processing, information
		communication, and information provision, as well as
		software development, sales, maintenance, import/export,
		contracting, and leasing, etc.
v.	Capital	378,378,000 yen
vi.	Date of Incorporation	November 1, 2000
vii.	Net assets for the	9,548 million yen
	previous fiscal year
viii.	Total assets for the	14,073 million yen
	previous fiscal year
ix.	Major shareholders and	Takanori Nakamura	34.35%
The Master Trust Bank of Japan, Ltd. (Trust Account)
	percentage of shares			6.90%
	(As of September 30, 2022)	Yoshifumi Matsushima	5.15%
	Shinichiro Motomatsu	4.86%
		Hideyuki Inoue	4.41%
x.	Relationship between the	Capital relationship		None.
	listed company and the	Personnel relationship		None.
	relevant company
	Business relationship		HOYA receives cloud services
			from the relevant company.
		Status of relationship with		None.
		related parties

1. Number of Shares Transferred and Shareholding Before and After the Share Transfer

i.	Shares owned prior to the		1,000 Shares
	transaction		(Percentage of voting rights held: 100%)
ii.	Number of the transferred shares		1,000 Shares (100%)
iii.	Transfer price		3,343 million yen
			The price has been determined through
			negotiation after consultations, and we
			recognize it as a fair price.
iv.	Shares owned after the transaction		0 Shares (Percentage of voting rights held: 0 %)
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