SYSMEX DEUTSCHLAND GMBH Norderstedt. Financial Statements for the year ended 31 March TRANSLATION German version prevails

Transcription

1 Deloitte GmbH Wirtschaftsprüfungsgesellschaft Dammtorstraße Hamburg P.O. Box Hamburg Germany Tel (0 40) Fax (0 40) SYSMEX DEUTSCHLAND GMBH Norderstedt Financial Statements for the year ended 31 March 2016 TRANSLATION German version prevails REMARK: This PDF file of the long-form audit report represents a legally non-binding copy. Legally binding is only the delivered signed and bound printed report!

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3 Deloitte GmbH Wirtschaftsprüfungsgesellschaft Content 1 MANAGEMENT REPORT AND FINANCIAL STATEMENTS 1.1 Management report 1.2 Balance sheet 1.3 Income statement 1.4 Notes to the financial statements 1.5 Independent Auditors' Report 2 GENERAL ENGAGEMENT TERMS FOR WIRTSCHAFTSPRÜFER AND WIRTSCHAFTSPRÜFUNGSGESELLSCHAFTEN (GERMAN PUBLIC AUDITORS AND GERMAN PUBLIC AUDIT FIRMS) / SYSMEX DEUTSCHLAND GMBH

4 SYSMEX DEUTSCHLAND GMBH Norderstedt Management report for the financial year from 1 April 2015 to 31 March 2016 Business and framework conditions Presentation of business activity and its framework conditions Sole shareholder of SYSMEX DEUTSCHLAND GMBH (SDG) is Sysmex Corporation (Kobe, Japan). Sysmex Corporation operates in the field of research, development, production and distribution of complete solutions, especially for the in-vitro diagnostics market (IVD market) as well as for industrial peripheral areas such as quality control in manufacturing industries. In the European market, the entity in particular focuses on the segments haematology, coagulation, urine diagnostics, microbiology, automation solutions and software solutions. SDG is the selling company for exclusive distribution of Sysmex products in the markets Germany, Denmark, Sweden and Norway. Exempted are the products of the coagulation and microbiology segments, which are sold by other companies in the target markets due to global cooperation agreements. The products are primarily purchased via SYSMEX EUROPE GMBH (SEG), which acts as European headquarters. SDG not only provides services but also sells products of various other companies in the segments urine diagnostics, digital pathology and automated solutions, where the entity has marketing rights in Germany. Most of the employees are working in the field service in Germany and the Scandinavian countries and are in charge of sales, application-related support, marketing and service provision, order settlement and logistics as well as human resources management. The quality management, finance and accounting tasks are performed by the functions managed by SEG. Between the two companies, employee benefit expenses for the services rendered are mutually charged. The entity maintains branch offices in Denmark, Sweden and Norway. In Germany, all tasks are now centrally performed in Norderstedt / SYSMEX DEUTSCHLAND GMBH Appendix 1.1/1

5 Business development during the financial year Development of the industry and macroeconomic developments For years the German IVD market has been characterised by an increasing pressure on prices resulting, among other things, from continuing efforts to keep health care costs down, but also by ongoing customer-side concentration. Customer structures changed further. The hospital market is characterised by consolidation, privatisation, laboratory closures and formation of network structures with purchase companies. The private laboratory sector continues to consolidate, with acquisitions abroad, however, also continuing. Other international laboratory groups pronounced Germany the target market and also intend to expand here through acquisitions. This intensifies the trend toward more comprehensive tenders and stricter technical and formal requirements. At the same time, award decisions are shifted from users to administrative functions. Despite these aggravating market conditions, our entity was able to stand its ground in the core business (haematology, urine diagnostics) and to maintain its position as the market leader. The health care systems of the three Scandinavian countries are primarily state-financed. Because of the financial and economic crisis, the governments consistently increase the pressure on all costbearing institutions to keep costs down. All three countries have regionalised their hospital structure and closed a number of hospitals. It can be stated that there will be even more invitations to tender in the future. As tenders will be sought in the region in these cases, they will usually be for all hospitals in the particular region. The number of laboratory analyses rises because of demographic developments. Increased competition accompanied by the fall in prices leads, however, to overall stagnating revenue from sales of in-vitro diagnostic products in all three countries. The balance sheet of the year 2015 for the diagnostics industry in Germany is rather moderate in comparison. In 2015, the diagnostics industry realised revenue of beur in Germany. This means that the industry of in vitro diagnostics (IVD) producers recorded a growth of 1.1 percent in comparison with the prior year. This result was published by the Association for the Diagnostics Industry (VDGH) after the market figures for the fourth quarter of 2015 were available. While a revenue growth of 1.5 percent was recorded in the laboratory diagnostics segment (reagents and devices), revenue for quick tests, point-of-care testing and tests of own application through patients rose only by 0.2 percentage points. Zero growth was recorded in the haematology segment. According to the industry association VDGH, the expectations in respect of the business outlook for the financial year 2016 continue to be hesitant; the share of those anticipating a stagnating economic trend is at 42.9% (prior year: 41.9%); around 46.9% expect that the economic situation of their company will improve. Business development of the entity Despite this difficult situation in the health care sector, the entity was able to realise revenue of meur in the reporting year compared to a result for the prior year of meur Thus, like expected in the prior year, a revenue growth from the prior year of meur 4.97 or 7.0% was realised. Appendix 1.1/ / SYSMEX DEUTSCHLAND GMBH

6 The number of new acquisitions in Denmark was increased considerably in comparison with the prior year (up by meur 1.87), whereas the results recorded in Sweden and in Norway were similar to those of the prior year. This led to sustained high market shares. In Denmark, the workforce was expanded in order to enable GLP automation product sales. As the installation of a large-scale project was delayed, related costs will only be invoiced in the following financial year. The revenue growth with customers in Germany clearly exceeded that of the industry in the further served market segments of haematology and urine diagnostics. For these market segments, the massive pressure on prices persisted, in particular because of the high market shares and of persisting intense competition in the market. Results from operations Revenue generated with external customers amounted to meur 75.9 in the reporting period, thus exceeding the prior year's figure by meur 4.8. Overall, all regions and product segments contributed to further growth. Employee benefit expense incurred in the reporting year amounted to keur 19,837 compared with keur 17,522 in the prior year. The 13.2% increase is primarily due to the intensified market presence as well as to the expansion of new business segments. Sundry operating expenses increased from keur 10,009 in the prior year to keur 11,528 in the reporting year. Among other things, this is due to higher losses from disposal of fixed assets as well as to increased rental expenses. The net profit for the year declined to keur 1,062 in the reporting year, compared with keur 2,278 in the prior year, which is primarily due to staff recruitment and to the rise in sundry operating expenses. Financial position Besides its issued capital of keur 2,050, the entity discloses retained profits brought forward of keur 20,563. Instrument systems related to usual customer business relationships in Germany based on a "price per test performed" accounting model continue to be owned by the entity and are recognised under fixed assets and depreciated accordingly. The entity's ability to discharge its payment obligations is out of question. Any short-term liquidity squeezes could be overcome at any time by means of loans of the sister company SEG. Therefore, there are no existing or foreseeable risks that payment obligations under supplier contracts cannot be met / SYSMEX DEUTSCHLAND GMBH Appendix 1.1/3

7 Net assets The balance sheet total of the entity amounted to keur 47,815 as at 31 March 2016 (prior year: keur 40,357). Inventories as at the reporting date totalled keur 14,151 (prior year: keur 9,513). Trade receivables increased to keur 7,296 compared with keur 6,477 in the prior year. Liquid funds amount to keur 3,085 (prior year: keur 6,169). Furthermore, provisions of keur 5,101 (prior year: keur 7,848) were made. These relate to provisions for retirement benefit obligations, provisions for taxes, staff-related provisions and other provisions. The liabilities primarily include liabilities to the sister company SEG totalling keur 14,601 (prior year: keur 5,988) and mostly result from supply of goods. Risk report As a subsidiary of Sysmex Group, SDG is exposed to various risks within the framework of its business activities. The diagnostics industry is still at a mature stage worldwide, characterised by consolidation and price struggles. The German market continues to show low to no growth. The IVD market is, however, also characterised by persisting pricing pressure. This is above all due to an increasing number of combinations of laboratories to larger units or to laboratory associations. This leads to a rising number of complex tenders with a more and more larger scope and corresponding risks and opportunities and to an increase in buyer-side purchasing power. For quite a long time, this has even been aggravated by the international alignment of several laboratory chains and associations. The time spans between awarding of contracts and contract signature are becoming much longer, which additionally leads to an intensified supply-side price struggle. Besides risks, the ongoing trend toward consolidation and takeover of laboratories through laboratory chains also offers good opportunities for SDG, depending on the buyers' laboratory equipment. On account of the existing organisation, the entity has an efficient system for identifying risks at an early stage and for communicating and addressing risks. The goal is to identify potential risks arising within the framework of business activities at an early stage, to assess them, to estimate their effects and to initiate appropriate precautions and control measures. In monitoring and controlling economic risks of the current business, the reporting system is of particular importance. Besides regular consultations with the functions concerned, the most important areas are continuously monitored and analysed by means of monthly listings of ratios and other evaluations. Here, proven controlling tools play an important role, as does the implementation of the "J-SOX" risk control system for the entity as a whole because is has to be ensured that the data acquired comply with the guidelines applicable at group level so as to be able to provide the decision-takers with a uniform view. Continuous revenues are secured by the "price per test" business model (use contracts/contract sales) that is used for most business relationships. The number of tests performed in the markets is not expected to decline under demographic and social aspects. Sole risks are thus a loss of market shares and price reductions enforced by the market. Appendix 1.1/ / SYSMEX DEUTSCHLAND GMBH

8 The entity's corporate strategy is continually being aligned with that of the European headquarters and of the Japanese group headquarters, so as to take into account the market requirements and trends of German and Scandinavian customers in developing new products and in realigning strategies. Therefore, there are no risks for the entity with regard to its corporate strategy. During the next few years, all these measures for strengthening business processes, for minimising risks and making key business ratios transparent will form the basis for successfully managing a further growing and more and more complex service business with new customer segments in a customer-orientated manner, with operative excellence and efficiency remaining the core of the entity's business strategy. HR management and leadership are matters of very great importance to the entity, since employees are considered the most valuable asset of the entity. The low level of sick leave and low employee turnover reflect the motivation of the workforce. This in turn was confirmed by the award of the internationally accepted "Great Place to Work " seal. Therefore, there are no major risks in the HR area. New employees can normally be recruited without any difficulties. Losses of receivables outstanding rather constitute an exception. For this reason and because of strict receivables management, the related risk is also deemed to be low. Default risks have been taken into account accordingly in the financial statements. Based on the revenue realised, merchandise inventories are at an appropriate level. As inventory risks were taken into account in the financial statements by making appropriate allowances, there are no major related risks. By continuously monitoring the market and taking forward-looking action, SDG prepares for potential risks of a changed market environment, for example cost reduction measures in the health care sector or new products of competitors. Opportunities report Opportunities for the entity remain good. Based on the market leadership the entity has attained in haematology, substantial and profitable sales will follow almost as an automatic effect of the prior years' expansion of market shares. Should the IVD market grow, Sysmex will, in its capacity as the market leader, benefit from this. The range of integrated concept solutions (total lab automation) both the internal Sysmex range and that of partners - will be further expanded and made even more attractive. Process optimisation down to the smallest detail will continue to position Sysmex the preferred supplier for efficiency-orientated laboratories and guarantee corresponding market shares and growths. The expansion of further business segments continues to be a long-term focus of the entity. This holds true both for the traditional core business and for the innovative life and bio science and digital pathology segments, the point-of-care testing (POCT) segment as well as the Sysmex Partec flow cytometry segment. The entity's successes, which significantly exceeded market growth during the last few years, demonstrate the high degree of competitiveness of the sales team. Within the industry, SDG is perceived as / SYSMEX DEUTSCHLAND GMBH Appendix 1.1/5

9 an aggressive competitor with a very high standard of professionalism. Benchmark studies, such as for example the IVD Service Monitor Germany, confirm that Sysmex is market leader in Germany in the fields of innovation, quality, reliability and service performance. Based on these strengths, the entity can stabilise and expand existing market shares and successfully launch new products. Outlook and anticipated development For the year 2016, SDG again anticipates a stagnating IVD market. The still applicable pan-german quota system for laboratory analyses according to the uniform measurement benchmark of the German association of health scheme doctors (EBM), the revision of the fee regulations for doctors (GOÄ) and the persisting customer-side cost reduction trend will intensify this development. In the following years, the entity will continue to pursue its existing corporate strategy and business policy. For the upcoming financial year, the budget provides for revenue growth in the one-digit percentage range and a corresponding earnings improvement. Growth impulses will mainly be enabled by the described diversification and the entry into the new business segments described above, as a result of further optimised GLP laboratory automation solutions (TLA) as well as related services. The headcount will increase slightly in 2016/2017. Reporting on branch offices Moderate growth is also expected for the branch offices in the Scandinavian countries in upcoming years. On account of the already high market shares, further substantial growth in existing business segments is hardly possible. The centralisation trends in the health care systems of the Scandinavian countries are regarded as a positive trend because the entity can offer an optimal product range, especially for such cases. The sale of GLP automation products will have a positive impact on the business at least in Sweden and Denmark. The branch offices have invested in the related necessary workforce expansion at an early stage and are currently processing large tenders for the automation products. Besides expected additional revenue in the new business segment, this business will also give positive impulses for the core business haematology. The organisation for the Scandinavian countries, which operates very successfully, will largely be maintained. During the following financial year, the legal structure of the three branch offices will be adjusted within the scope of an European project. Appendix 1.1/ / SYSMEX DEUTSCHLAND GMBH

10 Post-balance-sheet-date events There were no major post-balance-sheet-date events. Norderstedt, 22 July 2016 Hans D Hassenpflug Klaus E Nierhoff Dr Jürgen Schulze Takeshi Kubota Oliver Herrmann / SYSMEX DEUTSCHLAND GMBH Appendix 1.1/7

11 SYSMEX DEUTSCHLAND GMBH, Norderstedt/Germany Balance sheet as at 31 March 2016 Assets Equity and liabilities Prior year Prior year EUR keur EUR keur A. Fixed assets A. Equity I. Intangible assets I. Issued capital , Industrial rights and similar rights acquired for a consideration ,26 38 II. Retained earnings II. Property, plant and equipment Other retained earnings ,59 25 Other equipment, operating and office equipment , , III. Retained profits brought forward , IV. Profit for the year , B. Current assets , I. Inventories B. Provisions 1. Raw materials, consumables and supplies , Provisions for retirement benefit obligations , Work in progress , Provisions for taxes , Merchandise , Other provisions , , , C. Liabilities II. Receivables and other assets 1. Trade payables , Trade receivables , Liabilities to affiliated companies , Receivables from affiliated companies , Other liabilities , Other assets , , , D. Deferred income , III. Cash-in-hand, bank balances , , C. Prepaid expenses ,56 19 D. Deferred tax assets , , , / SYSMEX DEUTSCHLAND GMBH Appendix 1.2

12 SYSMEX DEUTSCHLAND GMBH, Norderstedt/Germany Income statement for the financial year from 1 April 2015 to 31 March 2016 EUR 2014/2015 keur 1. Revenue , Other operating income , Increase in work in progress , Cost of materials Cost of purchased merchandise , Employee benefit expense a) Wages and salaries , b) Social security and post-employment costs , , Amortisation and write-downs of intangible assets and depreciation and write-downs of property, plant and equipment , Other operating expenses , Other interest and similar income , Interest and similar expenses , Result from ordinary activities , Taxes on income , Of which deferred tax income: EUR 70, (prior year: keur 31) 12. Other taxes , Profit for the year , / SYSMEX DEUTSCHLAND GMBH Appendix 1.3

13 SYSMEX DEUTSCHLAND GMBH, Norderstedt Notes to the financial statements for the financial year from 1 April 2015 to 31 March 2016 A. General notes The financial statements for the financial year from 1 April 2015 to 31 March 2016 were prepared in compliance with the regulations under the German Commercial Code (HGB) and the German Limited Liability Companies Act (GmbHG). The income statement was classified according to the nature of expense format. In the interest of a clear presentation, notes required to be disclosed in the balance sheet or income statement have fully been disclosed in the notes to the financial statements. The entity is a large firm organised in a corporate form within the meaning of Sec. 267 (3) German Commercial Code (HGB). B. Accounting and valuation rules Intangible assets acquired for a consideration and property, plant and equipment have been recognised at acquisition cost less amortisation and depreciation, respectively, over the useful life. The assets are amortised or depreciated on a straight-line basis. Medical analysis devices owned by Sysmex, but used in the long term by customers are classified as fixed assets and depreciated over the agreed term of use. Low-value items with acquisition or production cost between EUR 150 and EUR 1,000 are annually to a pool item, which is depreciated on a straight-line basis over a period of five years. Low-value items with acquisition cost of up to EUR 150 are expensed in the year of acquisition. According to the lower of cost or market principle, the inventories were recognised at the lower of acquisition cost or fair value. All risks identifiable as at the balance sheet date that arise from a storage period above average, reduced usability and lower replacement costs have been taken into account by making appropriate allowances. Besides direct cost, production cost of work in progress also includes appropriate production overhead and indirect material as well as appropriate portions of general and administrative expenses / SYSMEX DEUTSCHLAND GMBH Appendix 1.4/1

14 Receivables have been recognised at nominal amount. Identifiable risks of loss have been recognised by making specific allowances. The general credit risk is taken into account by making a general allowance. Besides these allowances, further lump-sum allowances are made for significant overdue specific accounts receivable which cannot be covered by a general allowance. Other assets and liquid funds have been measured at nominal or face amount. Deferred taxes have been recognised for timing differences expected to reverse in the future between the values recognised in the balance sheets under German commercial and tax law, to the extent that this is admissible under Sec. 274 German Commercial Code (HGB). The provisions for retirement benefit obligations are determined according to actuarial principles and the projected unit credit method. The computation was based on Prof. Dr. Klaus Heubeck's 2005 G Standard Tables. All retirement benefit obligations are covered by pension liability insurance policies, which are pledged to the pensioners. Hence, the balance of obligations and asset value of the pension liability insurance is disclosed in accordance with Sec. 246 (2) Sentence 2 German Commercial Code (HGB). The pension liability insurance is measured at fair value (amortised cost). If the fair value exceeds the obligations, disclosure is made as an "excess from settlement of plan assets and retirement benefit provisions" on the assets side of the balance sheet. The provisions for taxes and other provisions cover all risks and contingent liabilities identifiable as at balance sheet date. The provisions are made at settlement value based on sound business judgment. The liabilities have been recognised at settlement value. Prepaid expenses and deferred income relate to payments made or received before the balance sheet date to the extent these constitute expense or income, respectively, for a given time thereafter. Assets denominated in foreign currency with residual terms of not more than one year are valued at the transaction rate in effect at the date of origination and the middle spot rate in effect at the balance sheet date. All other foreign currency assets are measured at the exchange rate at the time of invoicing or the lower of middle spot rate in effect at the balance sheet date. Liabilities denominated in foreign currency with residual terms of not more than one year are valued at the transaction rate in effect at the date of origination and the middle spot rate in effect at the balance sheet date. All other foreign currency liabilities are measured at the exchange rate in effect at the time of invoicing or the higher of middle spot rate in effect at the balance sheet date. Appendix 1.4/ / SYSMEX DEUTSCHLAND GMBH

15 C. Notes to specific balance sheet and income statement items Fixed assets The classification of fixed assets and their movements are presented in the statement of movements in fixed assets attached to these notes to the financial statements. Current assets Trade receivables of keur 0 (prior year: keur 11) have a residual term of more than one year. Like in the prior year, the receivables from affiliated companies relate to trade. Deferred tax assets Deferred tax assets result from temporary differences with regard to provisions for retirement benefit obligations (keur 82; prior year: keur 83) and other provisions (keur 76; prior year: keur 5). Deferred taxes have been calculated using a tax rate of 31.2%. Provisions for retirement benefit obligations The provisions for retirement benefit obligations have been calculated according to actuarial principles and the projected unit credit method, using a rate of 2.0% p.a. for the annual pension adjustment. The interest factor used was the average market interest rate of the past seven years (interest rate of the German central bank) for an assumed residual term of 15 years. It is at 3.7%. In accordance with Sec. 246 (2) Sentence 2 German Commercial Code (HGB), the asset value of pension liability insurance that is exempt from all other creditors' attachment and is exclusively designated for settling debts related to post-retirement commitments has been offset against these commitments. The fair value (amortised cost) of the assets comes to keur 874, the settlement value of the debts netted amounts to keur 933. The fair value was determined on the basis of an insurance confirmation as at the balance sheet date / SYSMEX DEUTSCHLAND GMBH Appendix 1.4/3

16 Restriction on dividend in accordance with Sec. 268 (8) German Commercial Code (HGB) We refer to the fact that parts of the equity, which is principally freely distributable, is subject to the restriction on dividend as specified in Sec. 268 (8) German Commercial Code (HGB). The generally freely distributable equity amounts to keur 20,588 as at the balance sheet date. It comprises retained earnings and retained profits brought forward totalling keur 25 and keur 20,563, respectively. After deducting the amounts of keur 158 subject to limitation on distribution under Sec. 268 (8) German Commercial Code (HGB), which result from capitalised deferred taxes, the residual freely distributable equity totals keur 20,430. Provisions The other provisions notably comprise provisions for employee benefit expense of keur 2,038 (prior year: keur 2,099), for the sales function of keur 869 (prior year: keur 763) and for warranties of keur 401 (prior year: keur 238). Liabilities Like in the prior year, all liabilities have a residual term of up to one year. Like in the prior year, the liabilities to affiliated companies almost exclusively relate to trade. The other liabilities include tax liabilities of keur 1,571 (prior year: keur 1,056). The liabilities for social security amount to keur 43 (prior year: keur 38). Appendix 1.4/ / SYSMEX DEUTSCHLAND GMBH

17 Income statement A classification of revenue by business segments is as follows: 2015/2016 Prior year keur keur Agreements on rights of use 33,677 36,520 Reagents 27,054 21,421 Instruments 9,042 7,423 Services, spare parts 5,512 5,175 Other 1, ,449 71,481 A classification of revenue by regional markets is as follows: 2015/2016 Prior year keur keur Domestic 61,086 56,598 Foreign 15,363 14,883 76,449 71,481 Social security and post-employment costs include post-employment cost of keur 701 (prior year: keur 718). The other operating income includes income of prior periods from release of provisions totalling keur 496 (prior year: keur 1,060) / SYSMEX DEUTSCHLAND GMBH Appendix 1.4/5

18 The other operating income comprises the following income from currency translation: 2015/2016 Prior year keur keur Realised exchange gains 9 8 Unrealised exchange gains The other operating expenses comprise the following currency translation expenses: 2015/2016 Prior year keur keur Realised exchange losses Unrealised exchange losses The interest expenses include an expense from accumulation of interest on provisions for retirement benefit obligations to the value of keur 37 (prior year: keur 35). The income from pension liability insurance amounts to keur 3 (prior year: keur 2). The resulting interest expense disclosed in the income statement amounts to keur 34 (prior year: keur 33). In addition, the amount of the regular addition to provisions for retirement benefit obligations is disclosed under the employee benefit expense. D. Other disclosures Other financial commitments As at 31 March 2016, there are commitments under medium- to long-term tenancy agreements and leases of keur 3,360 (prior year: keur 3,239) which are not required to be accounted for. These can be classified by terms to maturity as follows: keur Due until 31 March Due until 31 March ,746 Due thereafter 1,062 3,360 Appendix 1.4/ / SYSMEX DEUTSCHLAND GMBH

19 Average number of employees In the financial year 2015/2016, the average number of employees was 270 (prior year: 242). Fees paid to the auditors of the financial statements The fees paid to the elected auditors of the financial statements in the financial year 2015/2016 amounted to keur 51, of which keur 42 (prior year: keur 40) relate to audit services and keur 9 (prior year: keur 11) to other services. Executive bodies In the reporting year, the affairs were conducted by the following persons: - Dr Jürgen Schulze, Hamburg; - Mr Hans D Hassenpflug, Steinburg; - Mr Takeshi Kubota, Halstenbek; - Mr Oliver Herrmann, Wegberg; - Mr Klaus E Nierhoff, Burscheid. Like in the prior year, the option under Sec. 286 (4) German Commercial Code (HGB) to waive the disclosure of the remuneration paid to the managing directors according to Sec. 285 No. 9 German Commercial Code (HGB) was exercised due to the fact that several managing directors did not conclude their employment contracts with the entity. Appropriation of profits Management proposes to carry forward onto new account the profit for the year / SYSMEX DEUTSCHLAND GMBH Appendix 1.4/7

20 Parent company The sole shareholder is Sysmex Corporation, Kobe/Japan. The shareholder also prepares the consolidated financial statements for the largest group of entities, which include SYSMEX DEUTSCHLAND GMBH, Norderstedt. The consolidated financial statements are published in Kobe/Japan. Norderstedt, 22 July 2016 Hans D Hassenpflug Klaus E Nierhoff Dr Jürgen Schulze Takeshi Kubota Oliver Herrmann Appendix 1.4/ / SYSMEX DEUTSCHLAND GMBH

21 Movements in fixed assets as at 31 March 2016 I. Intangible assets Acquisition cost Amortisation/depreciation/write-downs Book values Balance as at Translation Balance as at Balance as at Translation Balance as at Balance as at Balance as at 1 Apr differences Additions Disposals 31 Mar Apr differences Additions Disposals 31 Mar Mar Mar EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR keur Industrial rights and similar rights acquired for a consideration , , ,46 0, , , , ,94 0, , ,26 38 II. Property, plant and equipment Other equipment, operating and office equipment , , , , , , , , , , , , , , , , , , , , , , / SYSMEX DEUTSCHLAND GMBH Appendix 1.4/9

22 Independent Auditors' Report We have audited the financial statements - comprising the balance sheet, the income statement and the notes to the financial statements - together with the bookkeeping system, and the management report of SYSMEX DEUTSCHLAND GMBH, Norderstedt, for the business year from 1 April 2015 to 31 March The maintenance of the books and records and the preparation of the financial statements and the management report in accordance with German commercial law are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements, together with the bookkeeping system and the management report, based on our audit. We conducted our audit of the financial statements in accordance with Section 317 German Commercial Code (HGB) and German generally accepted standards for the audit of financial statements promulgated by the Institute of Public Auditors in Germany (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the financial statements in accordance with German principles of proper accounting and the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the financial statements and the management report are examined primarily on a sample basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and the management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the financial statements of SYSMEX DEUTSCHLAND GMBH, Norderstedt, comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting. The management report is consistent with the financial statements and as a whole provides a suitable view of the Company's position and suitably presents the opportunities and risks of future development. Hamburg, 22 July 2016 Deloitte GmbH Wirtschaftsprüfungsgesellschaft (seal) Signed: Kritzer Wirtschaftsprüfer [German Public Auditor] Signed: Hübner Wirtschaftsprüfer [German Public Auditor] / SYSMEX DEUTSCHLAND GMBH Appendix 1.5

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