TechnoPro : to Acquire and Merge GCOMNET CO., LTD.

To Whom It May Concern,		June 30, 2021
Corporate Name:	TechnoPro Holdings, Inc.
		(Code:6028, TSE First Section)
	Representative:	Yasuji Nishio, President, Representative Director & CEO
	Contact:	Toshihiro Hagiwara, Director & CFO
		(Tel. [phone])

TechnoPro, Inc. to Acquire and Merge GCOMNET CO., LTD.

On June 30, 2021, the TechnoPro Holdings, Inc.'s Board of Directors has resolved to allow its subsidiary TechnoPro, Inc. to acquire 100 percent of the outstanding common shares of GCOMNET CO., LTD. This acquisition will make GCOMNET a subsidiary of TechnoPro and a sub-subsidiary of TechnoPro Holdings. The Board has also resolved to approve the absorption-type merger of TechnoPro and GCOMNET soon after the acquisition, in which TechnoPro will be the surviving entity and GCOMNET will be the absorbed entity.

I. Details of Acquisition

1. Purpose of Acquisition

The purpose of this transaction is to acquire know-how in the development of the ERP business and the engineer training, currently the focus of TechnoPro's value added services, and to strengthen the ability to make direct proposals to end users through making GCOMNET a group company, leveraging its strengths in the upstream process of SAP implementation consulting and system development as well as IT infrastructure development.

2. Overview of New Sub-Subsidiary
(1)	Company Name	GCOMNET CO., LTD.
(2)	Head Office	1-1-12 Shibakoen, Minato Ward, Tokyo
(3)	Representative	Masayuki Ito, Representative Director
	(Name, Title)
(4)	Business Lines	Consulting, design, development, operation and maintenance of ERP package
		implementation, and engineer staffing
(5)	Capital	¥30 million
(6)	Established	August 13, 2001
(7)	Major Shareholders	Masayuki Ito (80.0%), Youichi Kotani (10.0%), Tetsuji Takanashi (5.0%),
	and Ownership Ratio	Yukihiro Hoshino (5.0%)
(8)	Relationship between	No equity, personal, or business relationships exist between TechnoPro
	TechnoPro Holdings	Holdings and GCOMNET
	and GCOMNET
(9)	GCOMNET Business Performance and Financial Condition for the Most-Recent Three Years
	Fiscal Year		July 2018		July 2019	July 2020
	Net Assets		¥37 million		¥37 million	¥37 million
	Total Assets		¥147 million		¥159 million	¥215 million
	Net Assets per Share		¥183,904		¥185,103	¥185,346
	Net Sales		¥370 million		¥390 million	¥341 million
	Operating Profit		(¥24 million)		¥0 million	(¥30 million)
	Ordinary Income		¥0 million		¥0 million	¥0 million
	Net Income		¥4 million		¥0 million	¥0 million
	Net Income per Share		¥17,597		¥748	¥244

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3. Overview of Sellers

		Name		Address
	Masayuki Ito		Aoba Ward, Yokohama City
	Youichi Kotani		Chofu City, Tokyo
	Tetsuji Takanashi		Fujisawa City, Kanagawa
	Yukihiro Hoshino		Fujisawa City, Kanagawa
4. Number of Acquired Shares, Purchase Price, and Ownership Ratio Before and After Acquisition
(1)	No. of shares owned	0 shares
		before transfer	(Voting shares: 0 shares)
			(Ownership ratio: 0%)
(2)	No. of shares to be	200 shares (acquirer: TechnoPro, Inc.)
		acquired	(Voting shares: 200 shares)
			(Ownership ratio: 100%)
(3)	Acquisition price	Acquisition price not disclosed according to non-disclosure agreement.
(4)	No. of shares owned	200 shares
		after transfer	(Voting shares: 200 shares)
			(Ownership ratio: 100%)
(5)	Purchase price	After due diligence performed by outside experts (finance, tax, and law), enterprise
		calculation method	value was assigned according to the EBITDA multiple and other methods
			calculated using normalized earnings. Net debt and other items were evaluated
			as an assessment of financial position. The parties agreed, based on the
			preceding calculations after prudent discussions, to the purchase price within a
			range of evaluation made by outside experts.
5. Schedule
	Stock Transfer Date	July 30, 2021 (tentative)

6. Future Outlook

With completion of this acquisition, GCOMNET will become a consolidated subsidiary of TechnoPro Holdings from the first quarter of the fiscal year ending June 2022. TechnoPro Holdings does not expect this acquisition to have a material impact on its consolidated earnings for the fiscal year ending June 2022.

1. Details of Merger
   1. Purpose of Merger

TechnoPro IT Company, an in-house company of TechnoPro, considers SAP to be one of its key solution offerings. Therefore it made Misystem Co., Ltd., which had strengths in the SAP related solution, a wholly owned subsidiary in May 2019 and then merged to TechnoPro, thereby expanding its business in midstream and downstream processes. The purpose of executing this merger is to 1) effectively transfer to TechnoPro the know-how GCOMNET has accumulated mainly in the upstream process of SAP implementation, and 2) establish an integrated end-to-end delivery structure. As a result of this merger, TechnoPro IT Company is expected to have more than 100 engineers in its ERP Business Department.

2. Merger Schedule
Agreement Date	August 30, 2021 (tentative)
Merger Date (effective date)	October 1, 2021 (tentative)

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3. Merger Method

Absorption-type merger in which TechnoPro will be the surviving entity and GCOMNET will be the absorbed entity.

4. Overview of Merging Parties (as of June 30, 2021)

(1)	Name	TechnoPro, Inc. (surviving entity)	GCOMNET CO.,LTD. (absorbed entity)
(2)	Headquarter Address	6-10-1 Roppongi, Minato Ward, Tokyo	1-1-12 Shibakoen, Minato Ward, Tokyo
(3)	Representative	Koichiro Asai, Representative Director	Masayuki Ito, Representative Director
(4)	Business Lines	Engineer staffing and subcontracting	Consulting, design, development, operation
		businesses related to technical fields	and maintenance of ERP package
			implementation, and engineer staffing
(5)	Capital	¥101 million	¥30 million

5. Circumstances Subsequent to Merger

The surviving entity TechnoPro will retain its current corporate name, headquarter address, representative, business lines, and capital.

6. Future Outlook

As this is a merger between wholly owned subsidiaries, the transaction will have no impact on consolidated earnings of TechnoPro Holdings.

Note on translation

This is a translation of the original Japanese document and provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.

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