January 5, 2024
For immediate release
Company name:CMIC HOLDINGS Co.,Ltd.

Name of Representative: Kazuo Nakamura, Representative Director and CEO(Stock Code: 2309; TSE Prime Market)
Contact: Wataru Mochizuki, Director and CFO(Phone: +81-3-6779-8000)

Notice Regarding Result of the Tender Offer by Hokuto Management and Changes
in the Parent Company and the Largest and the Major Shareholder
CMIC HOLDINGS Co., Ltd. (hereinafter referred to as “the Company”) announces that the Tender Offer to ourcommon shares (hereinafter referred to as "Our Shares"), which had been conducted by Hokuto ManagementCo., Ltd. (hereinafter referred to as "Tender Offeror") since November 8, 2023, was completed on January 4,2024.
The Company also announces that as a result of the Tender Offer, the Company’s parent company and theCompany’s largest shareholder, which is also a major shareholder, is expected to change as of January 12, 2024
(the commencement date of settlement of the Tender Offer)largest and the major shareholder as follows.
Notes
1．Results of the Tender Offer
The Company received a report on the results of the Tender Offer from the Tender Offeror today as describedin [Notice of the Results of the Tender Offer to CMIC HOLDINGS Co., Ltd. (Stock Code: 2309)].
Since the number of shares of our company tendered in the Tender Offer exceeded the minimum of theplanned number of purchases, the Tender Offer has been completed.
2．Changes in the Parent Company and the Largest and Major Shareholders（1） Scheduled date of transfer
January 12, 2024 (the commencement date of the settlement of the Tender Offer)（2） Background to the Change
The Company received a report on the results of the Tender Offer from the Tender Offeror today that thetender offer has been completed, since the tender offer involved a subscription for 10,487,063 shares of ourshares that exceeded the minimum of the planned number of purchases (7,037,500 shares), accordingly theTender Offeror decided to acquire all tendered shares.
As a result, upon settlement of the Tender Offer on January 12, 2024 (the commencement date of thesettlement of the Tender Offer), the ratio of the number of voting rights held by the Tender Offeror to thenumber of voting rights held by the all shareholders will be more than 50%. Therefore, the Tender Offeror will
newly become the parent company and the largest and major shareholder of the Company. In conjunction
with this, SORA Co., Ltd. (hereinafter referred to as "SORA"), the parent company of the Tender Offeror, will
also indirectly own our shares through the tender offer. As a result, it will be newly classified as our parentcompany on the same date January 12, 2024 (the commencement date of the settlement of the Tender Offer).
In addition, Artemis Co., Ltd. (hereinafter referred to as "Artemis"), the largest and major shareholder of theCompany, will not be the largest and major shareholder of the Company as of January 12, 2024 (thecommencement date of the settlement of the Tender Offer) because, in the event of the settlement of theTender Offer, the Tender Offeror will be newly classified as the Company's largest shareholder.

（3） Outline of Shareholders to be Transferred(a) Outline of shareholder who will newly become the parent company and the largest and the major
shareholder（1）
Name
Hokuto Management Co., Ltd.
（2）
（4）

Address
Job Title/Name ofRepresentative
Description of Businesses

10060, Kobuchizawa, Hokuto,Yamanashi
Representative Director
Kazuo Nakamura
Acquisition and ownership of our shares（5）Stated Capital

500.1 million yen（6）Date of Incorporation
October 2, 2023
Major shareholders and
SORA Co., Ltd.（100%）
Shareholding Ratio(As of January 5, 2024)
Relationship with the Company

（3）

（7）
（8）

Capital relationship

Personnel relationship
Business relationshipApplicable status to
the relevant party

Not applicable.
Kazuo Nakamura ("Mr. Nakamura"), the Representative Director of
the Tender Offeror, owns 565,638 shares of the Company’s shares(including 18 shares of the Company’s shares indirectly owned
through cumulative investment (rounded down to the nearest
decimal point) and 2,400 shares of the Company’s shares granted
as restricted stock awards as of today (Note): 3.32%).
Mr. Nakamura, Representative Director of the Tender Offeror, also
serves as our Representative Director, Chairman and CEO.
Not applicable.
The Tender Offeror is a wholly-owned subsidiary of SORA Co., Ltd.,in which Mr. Nakamura, the Company’s CEO Chairman and
Representative Director, owns all of the voting rights, and is arelated party to the Company.

(NOTE) The "Ownership ratio" is the percentage (rounded to two decimal places) of the number of shares(17,042,645 shares) obtained by deducting the number of treasury shares (1,880,924 shares) [However, theCompany's shares (158,000 shares) owned by the Company's stock benefit trust (J-ESOP) as of the same date areincluded in the number of treasury stock (1,880,924 shares) because the Tender Offeror plans to acquire theseshares through the Tender Offer, although they are recorded as treasury stock in the financial statements of theCompany. The same applies hereinafter.] held by the Company as of September 30, 2023 from the total numberof issued shares (18,923,569 shares) as of the same date, which is stated in the "Summary of Consolidated
Financial Statements for the Year Ended September 30, 2023 [Japanese GAAP] (Consolidated)" (hereinafterreferred to as "the Company’s financial results") released by the Company on November 7, 2023. The same
applies hereafter.
(b) Outline of shareholder who will newly become the parent company（1）
Name
SORA Co., Ltd.
（2）
（4）

Address
Job Title/Name ofRepresentative
Description of Businesses

10060,Kobuchizawa,Hokuto,Yamanashi
Representative Director
Kazuo NakamuraOwnership of tender offer shares（5）Stated Capital

0.1 million yen（6）Date of Incorporation
Major shareholders andShareholding Ratio(As of January 5, 2024)

October 2, 2023

（3）

（7）

Kazuo Nakamura（100%）（8）Relationship with the Company

Capital relationship

Personnel relationship
Business relationshipApplicable status to
the relevant party

Not applicable.
Kazuo Nakamura ("Mr. Nakamura"), Representative Director ofSORA, owns 565,638 shares of the Company’s shares (including 18shares of the Company’s share indirectly owned throughcumulative investment (rounded down to the nearest decimalpoint) and 2,400 shares of the Company’s share granted as
restricted stock awards as of today (Note): 3.32%).
Mr. Nakamura, Representative Director of SORA, also serves as theCompany’s Representative Director, Chairman and CEO.
Not applicable.
SORA is wholly owned by Mr. Nakamura, our CEO Chairman andChief Executive Officer, and is a related party to the Company.

(c) Outline of shareholders who will not be the largest and the major shareholder（1）
NameArtemis Co., Ltd.
（2）
（4）

Address
Job Title/Name ofRepresentative
Description of Businesses

3-8-8,Hiroo,Shibuya-ku,Tokyo
Representative Director
Kento Nakamura
Asset management, operation of museums and accommodations（5）

Stated Capital

11.5 million yen（3）（4）Number of voting rights and percentage of voting rights held by the transferring shareholder before andafter the change(a) Hokuto Management Co., Ltd.
Attribute
Beforetransfer―

Number of voting rights(percentage of voting rights) (Note)
Direct ownership Total ownership
Total―――

Major
ShareholderRanking―

Parent company and104,870
104,870
the largest
voting rights―
voting rights
No. 1
shareholder who is a(61.53%)(61.53%)major shareholder(NOTE)"Percentage of voting rights" before and after the change is calculated using the number of voting rights(170,426) pertaining to the number of shares (17,042,645 shares) as the denominator, which is calculated bysubtracting the number of treasury stock held by the Company as of September 30, 2023 (1,880,924 shares) fromthe total number of outstanding shares (18,923,569 shares) as of the same date, as stated in the Company's
financial report, rounded to two decimal places.. The same applies hereafter.
Aftertransfer(b) SORA Co., Ltd.
Attribute
Beforetransfer
Aftertransfer―
Parent Company

Number of voting rights(percentage of voting rights held)
Direct ownership Total ownership
Total

Major
Shareholder
Ranking―――――

104,870
voting rights(61.53%)

104,870
voting rights(61.53%)―(c) Artemis Co., Ltd.
Attribute
Beforetransfer

Be a major
shareholder
Top shareholder

Aftertransfer

Main stockholder

Number of voting rights(percentage of voting rights held)
Direct ownership Total ownershipTotal
40,22240,222
voting rights―
voting rights(23.60 %)(23.60 %)21,60021,600voting rights―
voting rights(12.67 %)(12.67 %)Major
Shareholder
Ranking
No. 1No. 2(5) Changes in unlisted parent companies subject to disclosure, etc.
As a result of this change, the Tender Offeror and SORA will become our unlisted parent company, of which only
the Tender Offeror will be disclosed as our unlisted parent company.
(6) Future Outlook
As mentioned above, although 10,487,063 shares of the Company’s shares was tendered in the tender offer,
the Tender Offeror was unable to acquire all of the Company’s shares (excluding treasury shares owned by theCompany and the Company shares that Artemis Co., Ltd. and Keith Japan Co. Ltd. have agreed with the TenderOfferor not to be tendered to the Tender Offer). Therefore, in accordance with the series of procedures describedin “(4) Policy on matters including organizational restructuring after the Tender Offer (matters concerning the socalled two-step acquisition)” in “3. Details, basis and reasons for the opinion on the Tender Offer” of theCompany’s press release dated November 7, 2023, “Notice concerning implementation of MBO andrecommendation for subscription”, the Tender Offeror, Artemis and Keith Japan Inc. are expected to be the only
shareholders of the Company.
As a result, the Company’s shares will be delisted following the prescribed procedures in accordance with thedelisting standards of the Tokyo Stock Exchange, Inc. (hereinafter referred to as "Tokyo Stock Exchange"). After
delisting, our shares cannot be traded on the Tokyo Stock Exchange Prime Market.
Specific procedures and implementation timing will be announced promptly upon decision after consultation
with the Tender Offeror.