IR News

HK HANWA Co., Ltd.

6-18-2 Ginza, Chuo-ku, Tokyo JAPAN
Date: July 9, 2014
Contact: Takuya Aizawa General Manager of Secretarial Office Tel: +81-3-3544-2000

Notice of Acquisition of the Shares of Tokyo Kohtetsu Co., Ltd. (Code number:5448)

Hanwa Co., Ltd. ("Hanwa") hereby announces that Hanwa resolved to acquire 24.71% of share outstanding in
Tokyo Kohtetsu Co., Ltd. ("Tokyo Kohtetsu") . Details are as follows:

1. Reasons for the Acquisition of Shares

Tokyo kohtetsu is one of the major electric steel mills in Kanto area, supplying extensive range of value- added products including equal and unequal angles used for building materials.
There is a bilateral business relationship as a customer of steel products and a supplier of steel scraps between Hanwa and Tokyo Kohtetsu. Hanwa expects to strengthen our product procurement power and increase of steel scrap sales by the acquisition.
Hanwa aims at stepping up more presence in the steel distribution industry through the demonstration of the synergistic effect of both companies in shaped steel sales centering on the Kanto region.

2. Overview of Tokyo Kohtetsu Co., Ltd.

(1) Company name

Tokyo Kohtetsu Co., Ltd.

(2) Address

1-17-9, Uchikanda, Chiyoda-ku, Tokyo, Japan

(3) Representative

Hideo Kurihara, President

(4) Business lines

Steel making by electric furnace and rolling,

Manufacture and sale of equal agles, unequal angles, R-angles and steel billets

(5) Paid-in capital

2,453 million yen

(6) Established

July 18, 1962

Principal shareholders and percentage of shares

(7)

held

(As of March 31, 2014)

Mitsui & Co., Ltd. 29.24 % Ichigo Trust 24.76 % BBH4 FidelityLow-Priced Stock Fund 8.03 % Asahi Industries Co., Ltd. 5.00 % Chase Manhattan Bank GTS Clients Account Escrow 4.61 % Morgan Stanley & Co. International plc 3.62 % Nippon Steel & Sumikin Bussan Corporation 3.16 % Shinichiro Shimizu 2.87 % Masanori Shimizu 2.87 % BBH Fidelity Puritan: Fidelity Series Intrinsic Opportunities Fund 1.76 %

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Relationships between

(8) Hanwa and Tokyo

Kohtetsu

Capital relationship

Hanwa has 300 thousand shares in Tokyo Kohtetsu (about 1.72% of shares outstanding). There is no significant capital relationship between persons associated with Hanwa or Hanwa's affiliates, and persons associated with Tokyo Kohtetsu or Tokyo

Kohyetsu's affiliates.

Relationships between

(8) Hanwa and Tokyo

Kohtetsu

Personal relationship

There is no personal relationship to be stated between Hanwa and Tokyo Kohtetsu. There is no significant personal relationship between persons associated with Hanwa or Hanwa's affiliates, and persons associated with Tokyo Kohtetsu or Tokyo Kohtetsu's

affiliates.

Relationships between

(8) Hanwa and Tokyo

Kohtetsu

Business relationship

There is a bilateral business relationship on selling and buying to be stated between Hanwa and Tokyo Kohtetsu. There is no significant business relationship between persons associated with Hanwa or Hanwa's affiliates, and persons associated with Tokyo

Kohtetsu or Tokyo Kohtetsu's affiliates.

(9) Operating results and financial position of Tokyo Kohtetsu for the past three fiscal years (unconsolidated)

Fiscal year end

March 2012

March 2013

March 2014

Net assets

13,833 million yen

14,484 million yen

14,885 million yen

Total assets

18,049 million yen

18,708 million yen

18,647 million yen

Net assets per share

794.40 yen

831.82 yen

854.86 yen

Net sales

16,256 million yen

15,385 million yen

15,793 million yen

Operating income

1,460 million yen

1,290 million yen

899 million yen

Ordinary income

1,569 million yen

1,346 million yen

957 million yen

Net income

890 million yen

825 million yen

575 million yen

Net income per share

51.11 yen

47.42 yen

33.04 yen

Dividend per share

10.00 yen

10.00 yen

10.00 yen

3. Overview of Ichigo Trust (from which shares are acquired)

(1) Company name

Ichigo Trust

(2) Address

Second Floor Midtown Plaza P.O.Box 448 Grand Cayman KY1-1106, Cayman

Islands

(3) Representative

J.Paul Drake

(4) Business lines

Investment

Relationships between

(5)

Hanwa and Ichigo Trust

There is no relationship to be stated between Hanwa and Ichigo Trust. There is no significant personal relationship between persons associated with Hanwa or Hanwa's affiliates, and persons associated with Ichigo Trust or Ichigo Trust's

affiliates.

4. Number of Shares to be Acquired, Acquisition Price and Share Ownership Before and After Acquisition

Number of shares held

(1)

before transfer

300,000 shares

(number of voting rights : 3,000) (voting rights percentage : 1.72%)

Number of shares to be

(2)

acquired

4,311,000 shares

(number of voting rights : 43,110)

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(3) Acquisition cost

Common stock of Tokyo Kohtetsu 1,832 million yen

Number of shares held

(4)

after transfer

4,611,000 shares

(number of voting rights : 46,110) (voting rights percentage : 26.48%)

5. Schedule

(1) Transfer of shares July 9, 2014 (scheduled)

6. Outlook

The impacts from the acquisition are expected to have a minor effect on the consolidated results for the fiscal year ending March 31, 2015.

(For Reference) Consolidated Business Forecasts for the Current Year (published on May 12, 2014) and Actual Consolidated Results of Business of the Previous Year

Consolidated sales

Consolidated

operating income

Consolidated

ordinary income

Consolidated net

income

Consolidated business forecasts for the current year(Fiscal year ending

March 2015）

million yen

1,750,000

million yen

19,800

million yen

17,500

million yen

10,600

Actual consolidated results of business of the previousy year(Fiscal

year ended March 2014）

1,682,503

16,252

14,698

7,896

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