November 02, 2021
Company: Nippon Paint Holdings Co., Ltd. Representative: Yuichiro Wakatsuki
Representative Executive Officer & Co-President
Wee Siew Kim
Representative Executive Officer & Co-President
(Code No.: 4612; TSE 1st Section) Contact: Ryosuke Tanaka,
 General Manager of Investor Relations
(TEL +81-50-3131-7419)

Notice of Additional Acquisition of Shares of
Consolidated Subsidiaries to Make Them Wholly-Owned Subsidiaries

Nippon Paint Holdings Co., Ltd. is announcing that its consolidated subsidiary, Nippon Paint Automotive Coatings Co., Ltd. (NPAC), entered into a share transfer agreement with Tong Yang Holding Corporation today for the additional acquisition of shares of five automotive coatings companies (the “Five Target Companies”), which are consolidated subsidiaries of NPAC, making them wholly-owned subsidiaries of NPAC.
The Board of Directors of NPHD decided during its meeting held on October 28, 2021 to entrust the decision-making on the signing of the Share Transfer Agreement to Wee Siew Kim, Representative Executive Officer and Co-President of NPHD. Since all conditions have been met, we have decided to formally conclude the Share Transfer Agreement on November 2, 2021.

1. Reason for the additional acquisition of shares

The Nippon Paint Group and NPAC are operating the automotive coatings business globally. We are ranked third in the world, offering one-stop capabilities ranging from coatings for automotive bodies, bumpers to plastic components. We are expanding operations in each operating region, with a focus particularly on the Chinese market, which has been growing rapidly in recent years.
We have decided to acquire additional shares of the Five Target Companies that are engaged in manufacturing and sale of coatings for automotive plastic components in China, making them wholly-owned subsidiaries of NPAC. Through this transaction, we will consolidate and integrate the automotive coatings business in China toward increasing our market share.

(Reference: List of companies that will be converted into wholly owned subsidiaries through the share acquisition)

2. Overview of NPHD’s subsidiary acquiring shares

(1) Name	Nippon Paint Automotive Coatings Co., Ltd.
(2) Address	2-14-1 Shodai Otani, Hirakata-City, Osaka
(3) Names and positions of representatives	President and Representative Director of the Board Shinji Takedagawa
(4) Description of business	Manufacturing and sale of automotive coatings
(5) Stated capital	360 million yen

3. Overview of the wholly-owned subsidiaries

(1) NANJING NBC CO., LTD.

(1) Name	NANJING NBC CO., LTD.
(2) Address	177 Puqiao Road, Nanjing Chemical Industry Park, Nanjing, Jiangsu Province, P.R.China
(3) Names and positions of representatives	Akihiro Tsukuda / Chairman
(4) Description of business	Manufacturing and sale of coatings for automotive plastic components
(5) Stated capital	24,202,488 RMB (JPY 410 million)
(6) Major shareholders and ownership ratio	Nippon Paint Automotive Coatings Co., Ltd.: 60% Tong Yang Holding Corporation: 40%

(2) GUANGZHOU NBC CO., LTD.

(1) Name	GUANGZHOU NBC CO., LTD.
(2) Address	No.9, Huangge Yiheng Road, Huangge Town, Nansha District, Guangzhou, P.R.China
(3) Names and positions of representatives	Akihiro Tsukuda / Chairman
(4) Description of business	Manufacturing and sale of coatings for automotive plastic components
(5) Stated capital	42,527,094 RMB (JPY 710 million)
(6) Major shareholders and ownership ratio	Nippon Paint Automotive Coatings Co., Ltd.: 60% Tong Yang Holding Corporation: 40%

(3) CHANGCHUN NBC CO., LTD.

(1) Name	CHANGCHUN NBC CO., LTD.
(2) Address	Room516, No.1468, Xiantai Street, Economic & Technical Development Zone, Changchun, P.R.China
(3) Names and positions of representatives	Akihiro Tsukuda / Chairman
(4) Description of business	Manufacturing and sale of coatings for automotive plastic components
(5) Stated capital	12,000,000 RMB (JPY 200 million)
(6) Major shareholders and ownership ratio	Nippon Paint Automotive Coatings Co., Ltd.: 60% Tong Yang Holding Corporation: 40%

(4) TIANJIN NBC CO., LTD.

(1) Name	TIANJIN NBC CO., LTD.
(2) Address	No.2 Taixing Road, Xinkou Industrial Park, Xiqing Economic Development Area, Tianjin, P.R.China
(3) Names and positions of representatives	Akihiro Tsukuda / Chairman
(4) Description of business	Manufacturing and sale of coatings for automotive plastic components
(5) Stated capital	35,289,160 RMB (JPY 590 million)
(6) Major shareholders and ownership ratio	Nippon Paint Automotive Coatings Co., Ltd.: 60% Tong Yang Holding Corporation: 40%

(5) WUHAN NBC CO., LTD.

(1) Name	WUHAN NBC CO., LTD.
(2) Address	No.18, XiBeiHu Third Road, ZhuShanHu Avenue, WuHan Economic Technical Development Zone, P.R.China
(3) Names and positions of representatives	Akihiro Tsukuda / Chairman
(4) Description of business	Manufacturing and sale of coatings for automotive plastic components
(5) Stated capital	12,411,857 RMB (JPY 210 million)
(6) Major shareholders and ownership ratio	Nippon Paint Automotive Coatings Co., Ltd.: 60% Tong Yang Holding Corporation: 40%

4. Overview of the seller of the shares

5. Acquisition Considerations

The total acquisition price of the Five Target Companies is JPY 5.9 billion.

6. Schedule

(1) Date of resolution	November 2, 2021
(2) Date of execution of the Agreement	November 2, 2021
(3) Closing date of the Share Transfer	Scheduled for 1Q FY2022

7. Future Outlook

The Five Target Companies have been our consolidated subsidiaries. As a result, the impact of the transaction on our consolidated earnings for the fiscal year ending December 31, 2021 will be insignificant.

※The exchange rates used to prepare this document are RMB 1.0 = JPY 16.8 and USD 1.0 = JPY 109.0, which are the same exchange rates used to calculate the revision of the consolidated earnings forecast for the fiscal year ending December 31, 2021 released on October 12, 2021.

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