Form 21-3 (Article 246-5)(letter)From:

1/1/2023To:

12/31/2023

Explanatory document for the 13 term

Date: 3/27/2024
Name of Business: Asia PEF II GP Limited
Address or location: (Principal Business Office)
PO Box 1093
Boundary Hall, Cricket Square
Grand Cayman KY1-1102
Cayman Islands(Registered Office)
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
NameWilliam Shaw
Director(Name and Title of the Representativein the case that applicant legal status is corporation )(Note)A person who has changed his/her surname may quote his/her former name next to thecurrent full name in parenthesis in the “Name” section.
1. Operational status of business(1) Date of notification①Notification in accordance with Financial Instruments and Exchange Act (hereafter“FIEA”) Article 63(2) or Article 63-3(1)Date: 9/5/2011②Notification in accordance with Article 48(2), (4) or (6) of the Supplementary Provisionsof the Act to Partially Amend the Securities and Exchange Act (Act No. 65 of 2006)
Date: //(2) Types of businesses currently being operated
Investment Management(3) Overview of the current term
Asia PEF II GP Limited managed assets of ‘NPEC Asia PEF II L.P.’ as itsGP.

(4) Status of corporate officers and employees① Number of corporate officers and employees
Corporateof which part-officers

TotalEmployees

Totaltime officers
2202② Status of corporate officers
Positions

Names

DirectorWilliam Shaw

DirectorCampbell Congdon③ Status of performance-linked remuneration for corporate officers
Status of performance-linked remuneration for corporate officers(5) Status of the principal business office, and business offices where Specially Permitted
Businesses for Qualified Institutional Investors, etc.(“SPBQII”) are operated
NameLocation

Number of Corporate
officers and employees

PO Box 1093
Principal Business Office

Boundary Hall, Cricket Square
Grand Cayman KY1-1102

2Cayman Islands
PO Box 309
Registered OfficeUgland House
Grand Cayman, KY1-1104
Cayman Islands0Total2

locations

Total

2

(6) Status of external auditing
Name or business name of the certified

Details of auditing

public accountant or auditing firm
Ernst & Young

Voluntary Audit.

(Note)
1. Operational status of business(2) Types of businesses currently being operated
In relation to businesses currently under operation, (1)enter "private placement"
if they include businesses relating to acts specified under FIEA Article 63(1)(i);(2)enter "investment management" if they include those relating to acts specified
under (ii) of the same Paragraph; (3)if they include those specified under theprovisions of Article 17-13(2) of the Enforcement ordinance of the Financial
Instruments and Exchange Act as businesses that especially require theprotection of investors among those specified under (9) of the same Article,
please indicate thus; and (4)if there are other businesses, please enter the typesof such businesses. In addition, if there have been changes in such businesses
during the term, please indicate them.
(3) Overview of business operations in the current term
Please give an overview of the business activities, business performance, andimportant events that have affected operating performance during the currentterm.
(4) Status of corporate officers and employees① Number of corporate officers and employeesEnter the numbers of corporate officers and employees (limited to corporate
officers and employees engaged in SPBQII; the same applies in ② below) as
at the end of the current term.
② Status of corporate officers
Create a table and indicate all corporate officers as at the end of the currentterm. Note, however, that foreign corporations do not need to indicate
representatives in Japan (i.e., persons specified under FIEA Article 63(7)(i)(d)).
③ Status of performance-linked remuneration for corporate officers
If remuneration, etc. (meaning the remuneration, bonus or other property
benefit provided from the company as compensation for execution of operation,
which is pertaining to the latest business year, or whose amount of paid orexpected to be paid has been clarified in the latest business year (excludingthose indicated in the business reports for any business years prior to the latest
business year); hereinafter the same applies in ③ ) for corporate officers
includes performance-linked remuneration (meaning remuneration, etc.
calculated based on an indicator related to profits accrued by transactions
performed as management of investment assets; hereinafter the same appliesin ③), indicate the following.
(a) If a policy regarding the decision of payment rate for performance-linked
remuneration and other remuneration is determined, indicate the details.
(b) Provide the indicator related to performance-linked remuneration, reason for
selecting the indicator, and method for determining the performance-linked
remuneration.
(c) Indicate the total amount of performance-linked remuneration, its ratio toofficer’s remuneration and number of covered officers for each category ofdirectors (excluding supervisory committee members and outside directors),
supervisory committee members (excluding outside directors), company
auditors (excluding outside company auditors), executive officers, and outsideofficers.
(d) Provide prospects and achievements of the indicator related to performancelinked remuneration. If all or part of remuneration, etc. is non-monetary
remuneration, indicate the details.
(5) Status of the principal business office, and business offices where SPBQII areoperated
Enter information about the principal business office, as well as each of thebusiness offices where SPBQII are operated ("business offices, etc." hereafter in(5)). In addition, if there have been additions or abolitions of business offices, etc.,
or changes in the names or addresses of business offices, etc. during the term,please indicate them.
(6) Status of external auditing
Provide relevant information in this section if you have your financial statements
externally audited by certified public accountants or auditing firms at least once
every year.
Indicate whether the audits are statutory or voluntary, and describe specificallyand succinctly the details of the audit results in the "Details of auditing."(7) Status of the fund (excluding Electronically Recorded Transferable Rights That Must
Be Indicated on Securities, etc.)
Names of theInvested Business

NPEC Asia PEF II L.P.

Equity

Details of theInvested Business
Types of theFund of funds (Investment in private equity funds which invests
primarily in private companies of Asia and Oceanian countries
including Japan.)
Rights based on laws and regulations of a foreign state

Invested Business
EquityLocation of the-accounts into whichinvestment money ispaid
Flow of funds-Duration

Types of investors
Qualified Institutional Investors(“QIIs”)

0Investors other than QIIs

0of whom individuals

0Totalinvestment by QIIsand its ratio

3of whom individuals

Status of investors

Amount of

Number of investors

3

Amount of investment
Ratio of investment

6,205,760,000yen
100%

Existence of persons specified
If persons specified
under the items ofunder the items of Article 233-3-(“yes” or “none”)
Name or business

Article 233-3 areamong theStatus ofcounterparty

auditsname of the certified
public accountant or-auditing firm
Details of audits-(Note)1. Create a table and provide information for each of the Invested Business Equity
regarding securities equivalents related to FIEA Article 2(2)(v) or (vi). Note, however,that you are only required to provide information in the "Names of the Invested
Business Equity," "Types of the Invested Business Equity" and "Status of investors"

for securities equivalents relating to (v) or (vi) of the same paragraph in which only
professional investors invest.
Please indicate securities equivalents relating to (v) or (vi) of the same paragraphthat were privately placed in the past and the expirations of whose duration are set
in the current term or later, even if there has been no private placement during thecurrent term.
2. This table must be created based on the end of the current term as the basis. If theaccounting period of the fund (referring to assets into which investment orcontribution has been made by persons who own securities equivalents relating toFIEA Article 2(2)(v) or (vi); the same applies in 6) and the term of the notifier ofSPBQII do not match, make entries based on figures at the end of the lastaccounting period that came before the end of the current term.
3. In the "Details of the Invested Business" row, enter specific details of businesses
that will manage the money and other assets being invested or contributed.
4. Select and enter, in the "Types of the Invested Business Equity" column, from"Partnership contract under the Civil Code," "Silent partnership contract,""Investment Limited Partnership contract," "Limited Liability Partnership contract,""Membership rights of an incorporated association," "Rights based on laws andregulations of a foreign state" and "Other rights." Provide specific details if you
select "Other rights." Please also specify the names of laws the rights are based onand their key details if you select "Rights based on laws and regulations of a foreignstate."
5. In "Location of the accounts into which investment money is paid," indicate namesof the countries or territories where accounts into which customers pay theirinvestment money are located.
6. In the "Flow of funds" section, indicate the names of business or names and rolesof persons responsible for transferring, sending, managing or storing money related
to the fund.
7. In the "Ratio of investment" row under "Amount of investment by QIIs and its ratio"
section, indicate the percentage of the invested amount by QIIs out of the total
invested amount.
8. In the "Existence of persons specified under the items of Article 233-3" column:
Specify "yes" in the case of private placement of Invested Business Equity withpersons specified under the Paragraphs of Article 233-3 as the counterparty, ormanagement of money and other assets invested or contributed by persons otherthan QIIs; otherwise enter "none."
9. Indicate whether the external audits are statutory or voluntary and describespecifically and succinctly the details of the audit results in the "Details of audits."
10. If there are circumstances that need reporting but do not fit anywhere in this table,
you can indicate this using similar forms within such a scope that they do not cause
misunderstanding.
(7－2) Status of the fund (limited to Electronically Recorded Transferable Rights That
Must Be Indicated on Securities, etc.)
Names of theInvested Business
EquityDetails of theInvested Business
Types of theInvested Business
EquityLocation of theaccounts into whichinvestment money ispaid
Flow of funds
Duration
Types of investors

Number of investors

Qualified Institutional Investors(“QIIs”)of whom individuals

Status of investors

Investors other than QIIsof whom individuals
Total
Amount ofinvestment by QIIs
and its ratio

Amount of investment

yen

Ratio of investment%

If persons specified

Existence of persons specified

under the items ofunder the items of Article 233-3

Article 233-3 are(“yes” or “none”)

among theStatus ofName or businesscounterparty

auditsname of the certifiedpublic accountant orauditing firm
Details of audits
2. Status of accounts
Notifier is required to create balance sheets and profit and loss statements.
If the notifier is a corporation other than large companies prescribed under Article 2(vi)of the Companies Act (Act No. 88 of 2005), it is not required to submit profit and loss
statements, but it is required to include net profit/loss in the balance sheets.
If the notifier has made its notification as a member of a partnership, etc., that does nothave judicial personality, it is required to prepare balance sheets and profit and loss
statements of the partnership, etc. However, partnerships, etc., other than those that havebooked 500 million yen or more in investment money, etc. or those that have booked atotal 20 billion yen or more in the liabilities section in the balance sheet for the last fiscal
year do not need to prepare a profit and loss statement but are required to include net
profit/loss in the balance sheets.
Notifiers who are individuals are not required to prepare balance sheets or profit andloss statements.