Jun 26, 2009

TRANS GENIC INC.
   
Kajitsudo is Included in the Scope of Consolidation
 

We hereby notify that TRNAS GENIC INC. (hereinafter referred to as "we") as of June 26, 2009, decided to include our affiliated company, Kajitsudo Co., Ltd (headquartered in Kumamoto, Japan, CEO: Tsuyoshi Ide, hereinafter referred to as "Kajitsudo"), in the scope of consolidation based on effective control standards.
 

1. Reason for Change
 
  As announced on April 20, 2009, we have acquired 20.8% stakes in Kajitsudo and made it our affiliated company. In addition, Tsuyoshi Ide, Kajitsudo's CEO, was elected to become a director of TRANS GENIC at the shareholders' meeting held on June 23, 2009, so that we are deemed to hold a majority of the voting rights over Kajitsudo, including voting rights of Ide who has now a close relationship with us.
Furthermore, our CEO, Ken-ichi Yamamura was elected to become a director of Kajitsudo at the shareholders' meeting of Kajitsudo held on June 26, 2009. As a result, also in the management aspect, we (Ide as TRANS GENIC's director and Yamamura as TRANS GENIC's CEO) are deemed to hold a majority of the voting rights over Kajitsudo's board of directors' meeting. Therefore, after consulting with our auditors, we decided to include Kajitsudo in the scope of consolidation based on the effective control standards.
 

2. Overview of the Affiliated Company
 
  (1) Overview of Kajitsudo (as of June 26, 2009)
    ① Trade Name Kajitsudo Co., Ltd
    ② TLocation of head office 657-2 Toriko, Nishihara-mura, Aso-gun, Kumamoto-ken, Japan
    ③ Representative Tsuyoshi Ide
    ④ Content of business Organic baby herb
    ⑤ Capital 227,000,000 yen
    ⑥ Established April 6, 2005
    ⑦ Number of employees 73 (as of the end of March 2009)
    ⑧ Total number of shares issued 14,440 shares
    ⑨ Major shareholders and holding ratio
 

Shareholder name
Number of shares owned
Ratio to
the total number of shares issued (*)

IDE Medicinal Consultant Co., Ltd.

4,800

33.2%

TRANS GENIC INC.

3,000

20.8%

Tsuyoshi Ide

1,250

8.7%

MUFG Venture Capital-1 Investment Fund

900

6.2%
(*) Rounded to one decimal places
 
    ⑩ Relationship between TRANS GENIC and KajitsudoKajitsudo Co., Ltd
      Capital Relationship: We acquire 20.8% stakes in Kajitsudo.
      Personnel Relationship: CEO of TRANS GENIC has become a director of Kajitsudo.
CEO of Kajitsudo has become a director of TRANS GENIC.
      Business Relationship: There is no significant business relationship between TRANSGENIC and Kajitsudo.
There is no significant business relationship between TRANSGENIC's interested parties and affiliated companies, and Kajitsudo's interested parties and affiliated companies.
 
    ⑪ Business Performance and financial condition of Kajitsudo for the last three years14,440 shares
 

Accounting Term
Ended in
March 2007
Ended in
March 2008
 Ended in
March 2009

Net Assets

 (million yen)

21

△42

12

Total Assets

 (million yen)

161

158

234

Net Asset per Share

 (yen)

3,662.05

△4,667.95

1,001.46

Net Sales

 (million yen)

13

81

266

Operating Income

 (million yen)

△246

△235

△215

Ordinary Income

 (million yen)

△254

△235

△223

Net Income

 (million yen)

△255

△237

△242

Net Income per Share

 (yen)

△48,884.37

△30,054.66

△21,715.66

Dividend per Share

 (yen)

―

―

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  (2) Future Prospect
    We separately make an announcement of revised earnings forecast today, since this matter exerts significant influence on our consolidated business performance.
 
 
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