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Rays Company (Hong Kong) Limited (the “Tender Offeror”) has decided to launch a tender offer (the “Tender Offer”) on September 20, 2022 for the outstanding common shares (“Target Shares”) of Raysum Co., Ltd. (Securities Code: 8890, Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”), listed on the Standard Market) (“Raysum” or the “Target”) pursuant to the Financial Instruments and Exchange Acts (No. 25 of 1948, as amended; the “Act”). Accordingly, the Tender Offeror and Oasis Management Company Ltd. (“Oasis Management”) hereby announce the following:

Oasis Management manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors, primarily in marketable securities. Oasis Management was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. Oasis Management is a long-term investor in Japan that engages in dialogue and discussion with its portfolio companies to endeavor to improve their corporate value.

After the completion of the Tender Offer, Oasis Management intends to work together with the management and employees of Raysum to maximize Raysum’s corporate value.


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Management Policy after the Tender Offer

Oasis’ engagement activities are characterized by constructive dialogue with management of Oasis portfolio companies in order to realize an improvement in the medium- to long-term
corporate value of the companies in which Oasis invests.

For example, Oasis invested in an electronic equipment manufacturer in 2019, and has worked closely with its founding family since the initial investment. Through this cooperation, the company has achieved a significant increase in corporate value. In April 2020, Oasis, with the founder, refreshed the company’s management team, and an Oasis employee joined the company’s board to continue to support hands-on efforts to increase corporate value. The company, which had been generating operating losses, became profitable and grew exponentially.

Oasis’ investment policy to improve the corporate value of its portfolio companies through engagement and dialogue with the management team remains consistent with this Tender Offer.
After the Tender Offer is completed, Oasis will work with the management team of the Target to formulate and implement measures to realize a significant increase in corporate value by utilizing
the growth potential of the Target.

Oasis intends to implement such measures over time and, through dialogue, to build consensus through repeated discussions with all stakeholders, including management, employees, other shareholders, business partners and lenders of the Target. Based on Oasis’ experience, Oasis expects that formulating and implementing the appropriate measures may require an extended period of time.

Oasis plans to maintain the listing of the Target after the Tender Offer. The current management of the Target is expected to continue to serve as the core of business operations to further grow the Target’s corporate value. Based on discussions with the management team of the Target, Oasis plans to provide appropriate support to continue to develop the Target’s business model and increase the Target’s corporate value in response to the requests of the management team.

In particular, in order to further expand the Target’s ability to raise funds, the Target’s competitive advantages and the growth potential of its business model will be communicated to domestic and foreign investors and financial institutions, etc., and public and investor relations activities will be enhanced. In this regard, Oasis believes it can utilize its experience cultivated through engagement with and investment in domestic and foreign companies.

Furthermore, the Japanese real estate market remains very undervalued from the perspective of overseas investors. Oasis believes that there is considerable room for the Target to expand its earnings, and that Oasis can contribute in this respect by marketing effectively to the needs of overseas investors to furtherexpand the customer base.

In addition, Oasis believes that RAYPOWER CORPORATION (“Raypower”), an important subsidiary of Raysum that manufactures and sells lightweight emergency gas power generators in preparation for frequent natural disasters, has the potential to grow significantly by expanding sales channels, not only in Japan, but also in overseas markets, and can achieve significant growth by leveraging the ompetitive strengths of its products, and that Oasis can also make a significant contribution in this area to Raypower’s corporate value through supporting business development.

With respect to the domestic business, Oasis believes that it is possible to leverage its investment experience in the capital markets and the Target’s real estate development experience to develop a new business model.

Although some Japanese listed companies have large buildings in prime locations, because of core business challenges, they are unprofitable, without being able to effectively use the land, according to Oasis analysis. These companies continue to operate at a loss and are unable to communicate any growth prospects to shareholders, employees, business partners and financial institutions that provide funds.

If the Target acquires such a real estate redevelopment project in a prime location, and if the Target can effectively utilize the real estate in the redevelopment project by utilizing the Target’s experience, not only will the Target’s earnings increase, but also, Oasis believes that the PR effect of advertising the Target’s ability to succeed in such a large-scale real estate redevelopment project will be substantial.

Oasis believes that it will be possible to succeed in a number of such projects by leveraging the real estate redevelopment experience of the Target together with the capital markets experience of Oasis. Oasis is confident that it can identify and execute on a number of such projects that will be beneficial for both parties via synergies generated from combining these experiences.

Oasis plans to continue to employ the Target’s employees under the same terms and conditions to which they are accustomed based on the above management policy. In addition, the Target’s current management team has deep knowledge and experience in the Target’s business and contributes to the Target’s long-term growth. Oasis prefers that the current management team, including the current management board, remain in place.

On the other hand, Oasis understands that there are issues to be addressed at the Target regarding public and investor relations, with respect to investors in Japan and overseas, as well as the further expansion of the overseas customer base. Oasis believes that these are areas in which Oasis can make use of the experience it has cultivated over many years of business. In order to support the Target, if the Tender Offer is successful, Oasis plans to promptly request that the Target hold an extraordinary shareholders meeting in order to appoint two directors from Oasis to the Target. Oasis hopes to significantly improve the corporate value of the Target by uniting the Target and Oasis and leveraging their respective strengths.

Oasis has no plans to change the name of the Target.

In addition, Oasis has no immediate plans to change the governance structure or organization of the Target. However, Oasis would like to consider necessary reforms to realize more effective corporate governance, while closely exchanging opinions with management.

At this time, there are no specific management policies or management plans that have been decided, other than the previously-mentioned plan to send two directors from Oasis to the Target and other management policies. Moreover, Oasis does not plan to provide financing to the Target after the Tender Offer is completed. According to the Target, as of the date of submission of this document, there are no business or personal relationships between the Target and Mr. Tanaka or between the Target and PO. Oasis does not plan to request Mr. Tanaka or PO to serve as anadvisor to the Target or otherwise participate in the Target’s business.