Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

June 21, 2023

Company name:

Restar Holdings Corporation

Name of representative:

Tomoharu Asaka,

Representative Director

(Code: 3156; Tokyo Stock

Exchange Prime Market)

Inquiries:

Susumu Nishima,

Corporate Executive Officer

(Telephone: +81-3-3458-4618)

Notice of Conversion of AIT Japan, into a Consolidated Subsidiary via Underwriting of

Capital Increase by Third-Party Allotment

Restar Holdings Corporation (headquarters: Shinagawa-ku, Tokyo; "the Company") hereby announces that, at a meeting of the Board of Directors held on June 21, 2023, the Company resolved to underwrite a capital increase by third-party allotment of AIT Japan Inc. (headquarters: Shinagawa-ku, Tokyo; "AITJ"), a subsidiary of WPG Holdings Limited (headquarters: Taipei, Taiwan; "WPG"), and thereby make AITJ a consolidated subsidiary of the Company (shareholding ratio after the capital increase by third-party allotment: 51.02%).

1. Reason and Purpose of Share Acquisition

Under our management vision of "Global (in view and scale) / Social Contribution / Collaboration and Innovation," the Company aims to be "the Electronics Value Platformer" that accommodates all manner of stakeholder needs through a wide range of business activities, including the provision of solutions for semiconductors and electronic components, the handling of video, audio, and communications equipment for broadcasters and the public, the development, manufacture, and sale of settlement and access systems utilizing NFC (Near Field Communication) technology, the planning and operation of solar and wind power plants and other renewable energy, and the operation of vegetable factories.

Together with WPG, our most important partner in global expansion, the Company has engaged in sales and promotion activities rooted in local communities in Asia through VITEC WPG Limited (Hong Kong), a joint venture with the Company's subsidiary and a WPG subsidiary, and in Europe through ViMOS Technologies GmbH (Germany), a joint venture with the Company's subsidiary, a WPG subsidiary and a European semiconductor trading company's subsidiary.

Now, as we target the further growth of AITJ, the Company will strengthen the management and financial foundations of AITJ by underwriting a capital increase by third-party allotment. At the same time, we will also use AITJ as a hub for both groups to accelerate business expansion and collaboration with more than 3,500 trading partners, mainly major global manufacturer partners, with the aim of further enhancing our presence in the global market.

< Synergies Targeted by Making AITJ a Subsidiary >

  • Enhancing the sales of AITJ products to Japan market, and cooperating in extending the Company's product and service in global market
  • Having AITJ as a key base to engage global and locally rooted business expansion
  • Provision of more efficient and superior services through access to AITJ's global supply chain network

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2. Overview of the subsidiary (AIT Japan Inc) subject to change

(1)

Name

AIT Japan Inc

(2)

Location

8F, Shinagawa-Gotenyama Building, 3-6-6, Kitashinagawa, Shinagawa-

ku, Tokyo 140-0001, Japan

(3)

Job title and name of

Masafumi Nakano, President and Representative Director

representative

(4)

Description of business

Sales of semiconductors and electronic components

(5)

Share capital

300,050,000 yen

(6)

Date of establishment

March 7, 2005

(7)

Major shareholders and

Fame Hall International Co., Ltd 6,001shares (100%)

ownership ratios

Capital relationship

Not applicable.

(8)

Relationship between the

Personnel

Not applicable.

Company and said company

relationship

Business relationship

Not applicable.

3. Number of shares acquired and shareholding before and after acquisition

0 shares

(1)

Number of shares held before the change

(Number of voting rights: 0 units)

(Ratio of voting rights held: 0%)

(2)

Number of shares to be acquired

6,251 shares

(Number of voting rights: 6,251 units)

6,251 shares

(3)

Number of shares held after the change

(Number of voting rights: 6,251 units)

(Ratio of voting rights held: 51.02%)

4. Timetable

(1)

Date of resolution at the meeting of the Board of Directors

June 21, 2023

(2)

Date of conclusion of the agreement

June 21, 2023

(3)

Date of underwriting a capital increase by third-party allotment

July 21, 2023 (scheduled)

5. Future outlook

The impact of this share subscription on the Company's consolidated business results for the current fiscal year is under scrutiny. We will promptly disclose any matters that should be disclosed in the future as they are determined or arise.

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Restar Holdings Corporation published this content on 21 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2023 09:54:08 UTC.