Monthly Return of Equity Issuer on Movements in Securities
For the month ended(dd/mm/yyyy) :31/05/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer
Date Submitted

Niraku GC Holdings, Inc.
06/06/2019

I. Movements in Authorised Share Capital

1. Ordinary Shares(1) Stock code : 1245

Description :Balance at close of preceding month

Common shares

No. of ordinaryshares

Par value(Statecurrency)

Authorised sharecapital(State currency)

2,000,000,000(Note 1)

(Note 1)

Increase/(decrease)-Balance at close of the month(2) Stock code : N/A

2,000,000,000-(Note 1)(Note 1)Par value(Statecurrency)

Authorised sharecapital(State currency)

Description :No. of ordinaryshares
Balance at close of preceding month
Increase/(decrease)

Balance at close of the month

2019 年 3 月

2. Preference Shares
Stock code :N/ADescription :No. ofpreferenceshares

Par value(Statecurrency)

Authorised sharecapital(State currency)

Par value(Statecurrency)

Authorised sharecapital(State currency)

Balance at close of preceding month
Increase/(decrease)

Balance at close of the month

3. Other Classes of Shares
Stock code :N/ADescription :No. of otherclasses ofshares

Balance at close of preceding month
Increase/(decrease)

Balance at close of the month

Total authorised share capital at the end of the month (Statecurrency) :N/A(Note 1)

2019 年 3 月

II. Movements in Issued Share Capital
No. of ordinary shares(1)
Balance at close of
preceding month
Increase/ (decrease)during the month
Balance at close ofthe month

No of preference
No. of othersharesclasses of shares(2)

1,195,850,460-------

1,195,850,460---

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)
Particulars ofshare option
schemeincluding EGM
Movement during the monthapproval date(dd/mm/yyyy) andclass of sharesissuable
GrantedExercised
Cancelled
1. N/A(//

No. of new shares of No. of new shares ofissuer issued during issuer which may be
the month pursuant
issued pursuant
theretothereto as at close of
the month

Lapsed)shares(Note 1)

2. N/A(//)

shares(Note 1)

3. N/A(//)

shares(Note 1)

Total A. (Ordinary shares)(Preference shares)(Other class)Total funds raised during the month from exerciseof options (State currency)

Nil
N/A
N/A
Nil

2019 年 3 月

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants(Date of expiry - dd/mm/yyyy)
1. N/A/ /)Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)
2. N/A

Currency
of nominal
value

Nominal value
at close of
precedingmonth

No. of new No. of newshares ofshares ofissuer
issuer whichissued
may beduring theissuedmonthpursuant
Exercised Nominal value pursuant thereto as atduring the at close of thethereto
close of themonth
monthmonth(/ /)Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)
3. N/A

(//)

(//)

(//)

(//)

((/ /)
Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)
4. N/A(/ /)Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)

Total B.

(Ordinary shares)(Preference shares)(Other class)

Nil
N/A
N/A

2019 年 3 月

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)Class and description
1. N/A

Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy))
2. N/A

Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)
3. N/A

Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)
4. N/A

Stock code (if listed)Class of sharesissuable (Note 1)
Subscription price
EGM approval date(if applicable)(dd/mm/yyyy)

Currency ofamountoutstanding

(//)

(//)

(//)

(//)

Amount at
close ofprecedingmonth

Converted
during themonthAmount at
close of themonth

Total C. (Ordinary shares)(Preference shares)(Other class)

No. of new No. of newshares ofshares ofissuer
issuer whichissuedmay beduring theissuedmonthpursuant
pursuant thereto as atthereto
close of themonth

Nil
N/A
N/A

2019 年 3 月

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including
Options (other than under Share Option Schemes)
No. of new shares
No. of new shares ofof issuer issued
issuer which may beduring the monthissued pursuant
pursuant thereto
thereto as at close ofthe month
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
1. N/A( / /)
shares (Note 1)
2.

N/A( / /)
shares (Note 1)

3.

N/A( / /)
shares (Note 1)
Total D.

(Ordinary shares)(Preference shares)(Other class)

Nil
N/A
N/A

2019 年 3 月

Other Movements in Issued Share Capital
No. of new No. of newshares ofshares ofissuer
issuer whichissuedmay beduring theissuedmonthpursuant
pursuant thereto as atthereto
close of themonth

Type of IssueClassof
shares ________
issuable (Note 1)
1. Rights issue

At price :Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)
N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Class
of
shares ________
issuable (Note 1)
2. Open offer

At price :Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)Classofshares ________
issuable (Note 1)
3. Placing

At price :Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)Classofshares ________
issuable (Note 1)
4. Bonus issue

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)

2019 年 3 月

No. of new No. of newshares ofshares ofissuer
issuer whichissuedmay beduring theissuedmonthpursuant
pursuant thereto as attheretoclose of themonth

Type of Issue

Classofshares ________
issuable (Note 1)
5. Scrip dividend

At price :Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)
N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Classofshares ________
repurchased (Note 1)
6. Repurchase ofsharesCancellation date :(dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)Classofshares ________
redeemed (Note 1)
7. Redemption ofsharesRedemption date :(dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)Classofshares ________
issuable (Note 1)
8. Consideration
issue

At price :Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)

2019 年 3 月

No. of new No. of newshares ofshares ofissuer
issuer whichissuedmay beduring theissuedmonthpursuant
pursuant thereto as atthereto
close of themonth

Type of Issue
Classofshares ________
issuable (Note 1)
9. Capitalreorganisation

Issue and allotmentdate : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)
N/A

N/A

N/A

N/AClassofshares ________
issuable (Note 1)
10. OtherAt price :(Please specify)

Statecurrency

Issue and allotment
date : (dd/mm/yyyy)( / /)

EGM approval date:(dd/mm/yyyy)( / /)

Total E.

(Ordinaryshares)(Preference shares)(Other class)Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):

Nil
N/A
N/A

(1)

Nil

(2)

N/ATotal increase / (decrease) in preference shares during the month (i.e. Total of A to E):

N/A

Total increase / (decrease) in other classes of shares during the month (i.e. Total of A toE):(These figures should be the same as the relevant figures under II above (“Movements in Issued ShareCapital”).)

N/A

2019 年 3 月

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities
issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return
published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and,insofar as applicable:(Note 2)(i)

all money due to the listed issuer in respect of the issue of securities has been received by it;(ii)

all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;(iii)

all (if any) conditions contained in the formal letter granting listing of and permission to deal in thesecurities have been fulfilled;(iv)

all the securities of each class are in all respects identical (Note 3);(v)

all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be
filed with the Registrar of Companies have been duly filed and that compliance has been made withother legal requirements;(vi)

all the definitive documents of title have been delivered/are ready to be delivered/are being prepared
and will be delivered in accordance with the terms of issue;(vii)

completion has taken place of the purchase by the issuer of all property shown in the listing document
to have been purchased or agreed to be purchased by it and the purchase consideration for all suchproperty has been duly satisfied; and(viii)

the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed andexecuted, and particulars thereof, if so required by law, have been filed with the Registrar ofCompanies.

Remarks (if any):
Note 1 – The Company is incorporated in Japan and there is no specific value of authorised and issued sharecapital as the concept of share with par value has been abolished under the Japan Companies Act.

Submitted by: _______ YIU Wai Man Karen_____________________
Title:___________ Joint Company Secretary________________(Director, Secretary or other duly authorised officer)

2019 年 3 月

Notes :1.
State the class of shares (e.g. ordinary, preference or other).
2.

Items (i) to (viii) are suggested forms of confirmation which may be amended to meet
individual cases. Where the issuer has already made the relevant confirmations in a return
published under rule 13.25A in relation to the securities issued, no further confirmation isrequired to be made in this return.

3.

“Identical” means in this context:
the securities are of the same nominal value with the same amount called up or paid up;they are entitled to dividend/interest at the same rate and for the same period, so that at
the next ensuing distribution, the dividend/interest payable per unit will amount toexactly the same sum (gross and net); and
they carry the same rights as to unrestricted transfer, attendance and voting at meetings
and rank pari passu in all other respects.

4.

If there is insufficient space, please append the prescribed continuation sheet.

2019 年 3 月