Sojitz Corporation


Notice of Business Transfer according to Chemical Business Integration

Sep. 27, 2002
Company Name:Nichimen Corporation (Security Code 8004)
Representative:Toru Hambayashi, President
Media Contact:Yoshiki Furuya, Manager
Public Relations & Investor Relations Dept.

Nichimen Corporation (Nichimen) resolved, in the meeting of its Board of Directors on September 27, 2002, to transfer all shares of its subsidiary, which engages in chemical businesses, to Global Chemical Holdings, Inc. (GCH), a joint holding company of Nichimen and Nissho Iwai Corporation (Nissho Iwai) in the chemical business field.

1.Reason for Business Transfer
As already announced on August 26, 2002, Nichimen reached a basic agreement with Nissho Iwai to fully integrate chemical businesses of those two companies in order to pursue more synergies and raise corporate value in the chemical business field. In line with this basic agreement, Nichimen decided to transfer all shares of its subsidiary, which engages in chemical businesses, to GCH.

2.Scheme for Business Transfer

(1)Method of business transfer
Nichimen already transferred its chemical businesses to Nichimen Kagakuhin Co., Ltd. (Nichimen Kagakuhin), a 100% subsidiary of Nichimen, on September 1, 2002. Nichimen transfers all issued shares of Nichimen Kagakuhin to GCH on September 27, 2002.

(2)Contents of business transfer

1.Business results for FY2001 (ended March 2002)

(Millions of Yen)

Business to be transferred

Net sales 54,884 1,501,834 3.7%
Recurring profit 1,027 21,179 4.8%

(Note) Figures for "Business to be transferred" are internal management base.

2.Assets & Liabilities (as of March 31, 2002)

(Millions of Yen)

Assets (book value) Liabilities (book value)
Current assets 15,658 Current liabilities 10,083
Fixed assets 4,772 Long-term liabilities 167
Internal debt 10,180
Total 20,430 Total 20,430

(Note) Figures in the above table are internal management base.

3.Number of employees
 41 (as of July 1, 2002)

3.About the subsidiary to be transferred to GCH

Company name Nichimen Kagakuhin Co., Ltd.
Representative Keisuke Ishihara, President
Location of headquarters 1-23, Shiba 4-Chome, Minato-ku, Tokyo
Date of incorporation April 3, 1975
Capital Amount Shareholders' equity 2.5 billion Yen
Ownership Nichimen Corporation 100%

4.Nichimen's shareholding before and after transfer

Issuer of shares Nichimen Kagakuhin Co., Ltd.
Shares owned by Nichimen before transfer 187,975 shares (possession ratio 100%)
Shares to be transferred 187,975 shares (transfer price 9.7 billion Yen)
Shares owned by Nichimen after transfer 0 shares (possession ratio 0%)


Company name Global Chemical Holdings, Inc.
Representative Atsumi Shirai, Chairman
Kosaku Nakatani, President
Location of headquarters 1-23, Shiba 4-Chome, Minato-ku, Tokyo
Ownership Nichimen Corporation 50%, Nissho Iwai Corporation 50%
Main business Joint holding company in chemical business field

September 27, 2002Corporate resolution for conclusion of share transfer agreement
Transfer of all shares of Nichimen Kagakuhin to GCH

7.Outlook of performance
The capital gain on this share transfer is approximately 7.2 billion Yen on non-consolidated basis and approximately 3.6 billion Yen on consolidated basis. However, depending on stock prices at the end of September 2002, there is a possibility that some devaluation loss would be incurred on some listed stocks held by Nichimen. Therefore, at present, there have been no changes in the outlook announced on May 16, 2002.

[For reference]
Outlook for current fiscal year ending March 31, 2003

Year ending March 31, 2003
Net sales 2,000 billion Yen
Operating income 28 billion Yen
Recurring profit 22 billion Yen
Net income 10 billion Yen

Year ending March 31, 2003
Net sales 1,500 billion Yen
Operating income 11 billion Yen
Recurring profit 9 billion Yen
Net income 4 billion Yen
Dividends Undecided


The original and official version of this notice is written in Japanese.
In case of any discrepancies between this notice and the original, the Japanese version shall govern.


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