(b) Calculation method of share exchange ratio  Duff & Phelps Corporation was commissioned by the  Company and Daiwa Securities SMBC Co. Ltd. (changed  corporate name to Daiwa Securities Capital Markets Co.  Ltd. from January 1, 2010) was commissioned by Sun  Wave for the calculation of share exchange ratio as disin- terested third parties. Based on such evaluations, the two  companies held talks and decided on the ratio. (c) Number of own shares granted and its evaluation amount  Number of own shares granted:  8,312,833 shares  Evaluation amount of the own shares granted:  ¥15,993 million 4. Gain from step acquisition ¥3,009 million 5. Amount of goodwill, reason of goodwill recording, method of  depreciation and period of depreciation It is not definitive at this moment. 6. Acquired assets and liabilities on the date of acquisition It is not definitive at this moment. 1. Overview of the acquired company, major reasons for the  acquisition, date of the acquisition, legal form of the transac- tion, name of the acquired company after the transaction and  ownership ratio acquired (a) The name of the acquired company and its business (as of  March 31, 2010) (b) Major reasons for the acquisition  The Company acquired 100% shares of Shin Nikkei under  the decision that the Company and Shin Nikkei will be able  to generate synergy effects by effectively using mutual  product brands, sales networks, production facilities,  human resources, and so on. (c) Date of the acquisition April 1, 2010 (d) Legal form of transaction and name of the acquired   company after the transaction Legal form:  Share acquisition  Name of the company after the acquisition: Shin Nikkei Company, Ltd. (e) Percentage of ownership ratio acquired 100% 2. Acquisition cost and its breakdown 3. Amount of goodwill, reason of goodwill recording, method of  depreciation and period of depreciation It is not definitive at this moment. 4. Acquired assets and liabilities on the date of acquisition It is not definitive at this moment. c. Appropriation of Retained Earnings (2) Sun Wave share transfer to Nisshin Steel b. Shin Nikkei Company, Ltd. Becoming a Subsidiary of the Company Nisshin Steel long-held Sun Wave shares and it supports Sun Wave  by dispatching manpower, supplying steel, giving technological  support and so forth. Based on such background, the Company,  Sun Wave and Nisshin Steel decided that developing and maintain- ing amicable relationships contribute to enhancing corporate value  of all related companies. Therefore, the Company and Nisshin Steel  agreed and signed the Share Transfer Contract. The Company  transferred 12,523,000 shares of Sun Wave (equal to approximately  20.04% of Sun Wave’s total shares outstanding) to Nisshin Steel on  April 7, 2010 at ¥4,577 million. The Company acquired all shares of Shin Nikkei Company, Ltd.  (“Shin Nikkei”) on April 1, 2010 based on the share transfer con- tract signed with Nippon Light Metal Co., Ltd. on March 9, 2010  and Shin Nikkei became a subsidiary of the Company. Note: Allotment ratio—Under the contract, 0.19 shares of the Company common stock  will be allotted for each share of Sun Wave common stock. The Company will not  exchange the 18,750,000 shares of Sun Wave it owns. The following appropriation of retained earnings at March 31,  2010 was approved at the Board of Directors meeting held on  May 17, 2010: JS Group Corporation Annual Report 2010 81 Millions of Yen Thousands of U.S. Dollars Year-end cash dividends, ¥20 ($0.21) per share ¥5,578 $59,951 Millions of Yen Cost of acquisition: Cash  ¥ 1 Expenditure directly required for acquisition  101 Acquisition cost  ¥102 The Company (Wholly Owning  Parent Company) Sun Wave (Wholly Owned  Subsidiary) Allotment of shares from the share exchange 1  common share 0.19  common shares Name of the company:  Shin Nikkei Company, Ltd. Location of the headquarters: 2-7-5, Minamisuna, Koto-ku, Tokyo Representative:   President Masakazu  Sugimoto Major business:   Manufacture and sales of  aluminum building materials  and products Capital stock:  ¥16,404 million Net assets:   ¥10,771 million (consolidated base) Total assets:   ¥112,923 million (consolidated base) 3. Share exchange ratio, its calculation method, number of  shares granted and its valuation amount (a) Share exchange ratio