(Incorporated in Japan with limited liability)(Stock Code: 1245)

Remuneration CommitteeRules*For identification purposes only–1–Preamble1.

株式会社ニラク▪ジー▪シー▪ホールディングス(NIRAKU GC HOLDINGS, INC.*) (the“Company”) was listed on the Main Board of The Stock Exchange of Hong Kong
Limited (the “HKEx”) on 8 April 2015.
In compliance with the code of provision of the Corporate Governance Codes issued bythe HKEx, a remuneration committee (the “Remuneration Committee”) needs to beestablished with the terms of reference as set out and adopted herein.

Constitution
2.

The Remuneration Committee was established by on 25 June 2014. These rules wereadopted by the Remuneration Committee on 29 December 2022 in substitution for and tothe exclusion of the existing rules of the Remuneration Committee.

Membership3.

The members of the Remuneration Committee shall be appointed by the directors of theCompany (the “Board”, and each director of the Board, a “Director”) from time to timefrom among the Directors and shall consist of not less than three members, a majority ofwhom shall be independent non-executive Directors.

4.

The Chairman of the Remuneration Committee shall be appointed by the Board andshould be an independent non-executive Director.

5.

The term of office of a member of the Remuneration Committee shall expire at theconclusion of the annual general meeting of the Company relating to the most recent
business year ending within one year following the date of these rules.

6.

Each member of the Remuneration Committee shall disclose to the Remuneration
Committee:(a) any personal financial interest (other than as a Shareholder of the Company) in any
matter to be decided by the Remuneration Committee; or(b) any potential conflict of interest arising from a cross-directorship.
Any such member shall abstain from voting on resolutions of the Remuneration
Committee in relation to which such interest exists and from participating in thediscussions concerning such resolutions, and shall (if so required by the Board) resignfrom the Remuneration Committee.

–2–Frequency and conduct of meetings
7.

Unless otherwise stated herein, the meetings of the Remuneration Committee aregoverned by the provisions regulating the meetings and proceedings of Directors in theCompany’s articles of incorporation and internal rules.

8.

Meetings shall be held at least once a year. The Chairman of the Remuneration Committee
shall convene a meeting upon request by any member of the Remuneration Committee.

9.

An agenda and any accompanying Committee papers should be sent in full to all membersof the Remuneration Committee in a timely manner and at least seven days before theproposed date of a meeting of the Remuneration Committee (or other agreed period).

10. The quorum of a Remuneration Committee meeting shall be all members of theRemuneration Committee.
11. The Company is obliged to supply the Remuneration Committee with adequate
information in a timely manner, in order to enable it to make informed decisions. The
information supplied must be complete and reliable. Where a Director requires more
information than information provided voluntarily by the senior management, the relevant
Director should make additional necessary enquiries. The Board and individual Directors
shall have separate and independent access to the senior management.
Annual General Meetings
12. The chairman of the Remuneration Committee shall attend the Company’s annual general
meeting and be prepared to respond to any shareholder’s questions on the Remuneration
Committee’s activities.
13. If the chairman of the Remuneration Committee is unable to attend an annual general
meeting of the Company, he shall arrange for another member of the Remuneration
Committee, or failing this, his duly appointed delegate, to attend in his place. Such person
shall be prepared to respond to any shareholder’s questions on the Remuneration
Committee’s activities.
14. The secretary of the Remuneration Committee shall be a company secretary of theCompany or her appointed delegate.

–3–Authority
15. The Remuneration Committee is authorised by the Board to discharge its duties withinthese rules. It is authorised to seek any remuneration information it requires from relevant
parties of the Company. The Remuneration Committee is authorised and encouraged by
the Board to obtain external independent professional advice from reputableinternationally recognised advisors, at the Company’s expense, and to secure theattendance of such external advisors with relevant experience and expertise. The
Remuneration Committee shall be exclusively responsible for establishing the selection
criteria, selecting, appointing and setting the terms of reference for any external
remuneration consultant who advises the Remuneration Committee. The Committee shallhave the full authority to commission any report or survey which it seems necessary tofulfill its obligations.
Duties
16. The duties of the Remuneration Committee shall include:(a) determining the Company’s policy and structure for all Directors’ and senior
management’s remuneration and establishing a formal and transparent procedure fordeveloping remuneration policy;(b) determining the management’s remuneration proposals with reference to the Board’s
goals and objectives;(c) determining the remuneration packages of individual Directors (executive, nonexecutive or independent non-executive), executive officers and senior managementincluding fixed remuneration, basis of calculating performance- based remuneration,
benefits in kind, pension rights and compensation payments, including any
compensation payable for loss or termination of their office or appointment and anyother form of remuneration;(d) considering salaries paid by comparable companies in the industry in which theCompany operates, time commitment and responsibilities, and employment
conditions elsewhere in the Group;(e) reviewing and approving the compensation payable to Directors (executive, nonexecutive or independent non-executive), executive officers and senior management
for any loss or termination of office or appointment in order to ensure that suchcompensation is consistent with the contractual terms and is otherwise fair and in linewith market practice;(f) reviewing and approving compensation arrangements relating to dismissal or removalof Directors (executive, non-executive or independent non-executive) for misconduct
in order to ensure they are consistent with contractual terms and are otherwise
reasonable and appropriate;–4–

(g) ensuring that no retirement payment will be made to the Directors after Listing;(h) ensuring that no Director or any of his/her associates (as such term is defined in theRules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the “Listing Rules”)) is involved in deciding his/her own remuneration; and(i) to review and/or approve matters relating to share schemes under Chapter 17 of theListing Rules.
17. In carrying out its duties under these rules, the Remuneration Committee should:(a) consult the chairman of the Board and/or the chief executive officer of the Company
about their remuneration proposals for other Directors, executive officers and senior
management and to consult independent professional advice if necessary;(b) provide competitive packages needed to attract, retain and motivate executive
Directors and senior management of the quality required in line with market practice;(c) judge where to position the Group relative to other companies in the industry inwhich the Group operates. The Remuneration Committee should be aware whatcomparable companies are paying and should take account of relative performance;(d) be sensitive to market practice, including pay and employment conditions within theGroup and elsewhere in the industry in which the Group operates, especially when
determining annual salary increases;(e) ensure that the performance-related elements of remuneration form a significant
proportion of the total remuneration package of the Directors, executive officers andsenior management and are designed to align their interests with those of theshareholders and to give the Directors, executive officers and senior management
incentives to perform at the highest levels; and18. Without prejudice to the generality of these rules for the Remuneration Committee set out
above, the Remuneration Committee shall:(a) review the terms of Directors’, executive officer’s and senior management’sappointment letters from time to time; and(b) advise the Board in relation to the preparation of the Board’s remuneration report (ifany) to the shareholders.

–5–Reporting procedures
19. Full minutes of the Remuneration Committee’s meetings shall be kept by the secretary of
the head office of the Company, and such minutes shall be available for inspection at any
reasonable time on reasonable notice by any Director.
20. Minutes of meetings of the Remuneration Committee shall record in sufficient detail thematters considered and decisions reached, including any concerns raised by Directors ordissenting views expressed. Draft and final versions of minutes should be sent to allmembers of the Remuneration Committee for their comment and records respectively, inboth cases within a reasonable time after such meetings. The minutes of the meeting shallbe signed and sealed or electronically signed, by all committee members present.
21. Without prejudice to the generality of the duties of the Remuneration Committee set out
in these rules, the Remuneration Committee shall report back to the Board and keep theBoard fully informed of its decisions and recommendations, unless there are legal orregulatory restrictions on doing so.
Provision of Rules
22. The Remuneration Committee shall make available these rules on request and byinclusion on the HKEx’s website and the Company’s website, thereby explaining the roleof the Remuneration Committee and the authority delegated to it by the Board.
Approval of Disclosure Statements
23. The Remuneration Committee shall be responsible for approving all disclosure statements
in relation to the Remuneration Committee, including but not limited to relevant
disclosure statements in annual reports, interim reports and information uploaded on theHKEx’s website and the Company’s website.
Review of Rules
24. The Remuneration Committee shall review these rules annually, and may consider andsubmit to the Board any proposed changes that the Remuneration Committee deems
appropriate or advisable.

–6–