Unless otherwise defined herein, capitalised terms in this announcement shall have the same
meanings as those defined in the prospectus dated Tuesday, 24 March 2015 (the“Prospectus”) issued by NIRAKU GC HOLDINGS, INC.* ( 株式会社ニラク ▪ ジー ▪ シー ▪ ホールディングス ) (the “Company”).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited andHong Kong Securities Clearing Company Limited take no responsibility for the contents of thisannouncement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon thewhole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an offer or aninvitation to induce an offer by any person to acquire, purchase or subscribe for securities of
the Company. Potential investors should read the Prospectus for detailed information about
the Company, the Hong Kong Public Offering and the International Offering described below
before deciding whether or not to invest in the Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any state of the United States andthe District of Columbia). This announcement does not constitute or form a part of any offer
or solicitation to purchase or subscribe for securities in the United States. The Shares havenot been, and will not be, registered under the United States Securities Act of 1933, as
amended from time to time (the “U.S. Securities Act”). The securities may not be offered orsold in the United States except pursuant to registration or an exemption from the registration
requirements of the U.S. Securities Act. There will be no public offer of securities in the UnitedStates. The Offer Shares are being offered and sold outside the United States as offshoretransactions in accordance with Regulation S under the U.S. Securities Act.
In connection with the Global Offering, Shenyin Wanguo Capital (H.K.) Limited, as stabilising
manager (the “Stabilising Manager”), its affiliates or any person acting for it, on behalf of theUnderwriters, may over-allocate or effect transactions with a view of supporting the market
price of the Shares at a level higher than that which might otherwise prevail in the open marketfor a limited period beginning on the Listing Date and expected to end on Sunday, 26 April
2015, being the 30th day after the last day for lodging applications under the Hong Kong
Public Offering. However, there is no obligation on the Stabilising Manager, its affiliates or any
person acting for it to do this. Such stabilisation, if commenced, will be conducted at the soleand absolute discretion of the Stabilising Manager, its affiliates or any person acting for it andmay be discontinued at any time. Any such stabilising activity is required to be brought to anend on Sunday, 26 April 2015, being the 30th day after the last day for lodging applications
under the Hong Kong Public Offering. Such stabilisation action, if commenced, may beeffected in all jurisdictions where it is permissible to do so, in each case in compliance withall applicable laws and regulatory requirements, including the Securities and Futures (PriceStabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under theSecurities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
No such stabilising action can be taken to support the price of the Shares for longer than thestabilisation period which begins on the Listing Date and is expected to expire on Sunday, 26April 2015, being the 30th day after the last day for lodging applications under the Hong Kong
Public Offering. After this date, no further stabilising action may be taken, and demand for theShares, and therefore the trading price of the Shares, could fall.

*For identification purpose only— 1 —3rd Sch 2

A1A1

株式会社ニラク ▪ ジー ▪ シー ▪ ホールディングス
NIRAKU GC HOLDINGS, INC. *3rd Sch 9S.342(Incorporated in Japan with limited liability)

GLOBAL OFFERING
Number of Offer Shares :Number of Hong Kong Offer Shares :Number of International Offer :SharesMaximum Offer Price :Nominal value :Stock code :300,000,000 Shares (subject to theOver-allotment Option)

A1A15(1)30,000,000 Shares (subject toadjustment)

A1A15(2)(a)270,000,000 Shares (subject toadjustment and the Over-allotmentOption)

A1A15(2)(b)

HK$1.28 per Offer Share (payable infull on application in Hong Kong
dollars, subject to refund and plus
brokerage of 1%, SFC transaction
levy of 0.0027% and Stock Exchange
trading fee of 0.005%)

A1A15(2)(c)

Nil1245

Sole Sponsor

Shenyin Wanguo Capital (H.K.) Limited
Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager

Shenyin Wanguo Capital (H.K.) Limited*For identification purpose only— 2 —Application has been made by the Company to the Listing Committee of the Stock Exchange
for the listing of, and permission to deal in, the Shares in issue and to be issued as describedin the Prospectus (including the Shares to be issued pursuant to the Global Offering and theexercise of the Over-allotment Option). Dealings in the Shares on the Stock Exchange are
expected to commence at 9:00 a.m. on Wednesday, 8 April 2015. If the Over-allotment Option
is exercised, an announcement will be made by the Company on the Company’s website(www.ngch.co.jp) and the Stock Exchange’s website (www.hkexnews.hk).
The Global Offering comprises the: (1) Hong Kong Public Offering of 30,000,000 Offer Shares(subject to adjustment); and (2) International Offering of 270,000,000 Offer Shares (subject toadjustment and the Over-allotment Option). The allocation of the Offer Shares between theHong Kong Public Offering and the International Offering will be subject to adjustment asdescribed in the section “Structure of the Global Offering” in the Prospectus.
In connection with the Global Offering, the Company is expected to grant an Over-allotment
Option to the Sole Global Coordinator (on behalf of the International Underwriter) exercisable
at the sole discretion of the Sole Global Coordinator (on behalf of the International
Underwriter), pursuant to which the Company will be required to allot and issue up to
45,000,000 additional Shares, representing 15% of the number of the Offer Shares initiallyavailable under the Global Offering, at the Offer Price to cover over-allocations in theInternational Offering, if any.
Subject to the granting of the approval for listing of, and permission to deal in, the Shares on
the Main Board and compliance with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the Listing Date or any other date as determined by HKSCC.
Settlement of transactions between participants of the Stock Exchange is required to takeplace in CCASS on the second business day after any trading day. All activities under CCASS
are subject to the General Rules of CCASS and CCASS Operational Procedures in effect fromtime to time. All necessary arrangements have been made to enable the Shares to be admitted
into CCASS.
The Offer Price will not be more than HK$1.28 per Offer Share and is currently expected tobe not less than HK$1.10 per Offer Share, unless otherwise announced. Applicants for theHong Kong Offer Shares are required to pay, on application, the maximum Offer Price of
HK$1.28 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027%
and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finallydetermined is less than HK$1.28 per Offer Share.
Applications for the Hong Kong Offer Shares will only be considered on the basis of theterms and conditions set out in the Prospectus and the Application Forms and thedesignated website (www.eipo.com.hk) for the White Form eIPO. Applicants who would
like to have the allotted Hong Kong Offer Shares registered in their own names should either:(i) complete and sign the WHITE Application Forms; or (ii) submit applications online throughthe designated website of the White Form eIPO Service Provider at www.eipo.com.hk under
the White Form eIPO service. Applicants who would like to have the allotted Hong Kong Offer
Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for— 3 —credit to their CCASS Investor Participant stock accounts or the stock accounts of theirdesignated CCASS Participants maintained in CCASS should either: (i) complete and sign theYELLOW Application Forms; or (ii) give electronic application instructions to HKSCC viaCCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be collectedduring normal business hours from 9:00 a.m. on Tuesday, 24 March 2015, until 12:00 noon onFriday, 27 March 2015 from:1.

the office of the Hong Kong Underwriter, namely Shenyin Wanguo Capital (H.K.)
Limited at Level 19, 28 Hennessy Road, Hong Kong; and2.

any of the following branches of Standard Chartered Bank (Hong Kong) Limited:Hong Kong IslandKowloon

New Territories

Branch nameAddress

Des Voeux Road
BranchStandard Chartered Bank Building
4-4A
Des Voeux Road Central Central

North Point Centre
BranchShop G, G/F, North Point Centre
284 King’s Road North Point

Kwun Tong Hoi Yuen
RoadG/F, Fook Cheong Building
No. 63 Hoi Yuen RoadKwun Tong Kowloon

Mongkok Branch

Shop B, G/F, 1/F & 2/F
617-623 Nathan RoadMongkok

Tai Po Branch

G/F Shop No. 2
23 - 25 Kwong Fuk Road
Tai Po Market, Tai Po

Shatin Plaza Branch

Shop No. 8Shatin Plaza
21-27 Shatin Centre Street
Shatin
New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be collectedduring normal business hours from 9:00 a.m. on Tuesday, 24 March 2015 until 12:00 noon onFriday, 27 March 2015 from the Depository Counter of HKSCC at 1/F, One & Two Exchange
Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have such
Application Forms and the Prospectus available.

— 4 —The WHITE or YELLOW Application Form completed in all respects in accordance with theinstructions printed thereon, together with a cheque or banker’s cashier order payable to“Horsford Nominees Limited — Niraku Public Offer” for the payment, attached and marked
should be securely stapled and deposited in the special collection boxes provided at any ofthe branches of the receiving bank listed above on such dates and during such time as
specified on the Application Forms.
Applicants applying by White Form eIPO may submit applications through the White FormeIPO Service at www.eipo.com.hk (24 hours daily, unless on the last application day) from9:00 a.m. on Tuesday, 24 March 2015 until 11:30 a.m. on Friday, 27 March 2015 or such latertime as described in the section “How to Apply for Hong Kong Offer Shares — 10. Effect ofBad Weather on the Opening of the Application Lists” in the Prospectus (24 hours daily,except on the last application day).
CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday,
24 March 2015 until 12:00 noon on Friday, 27 March 2015 or such later time as described inthe section “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on theOpening of the Application Lists” in the Prospectus.
Please refer to the sections “Structure of the Global Offering” and “How to Apply for Hong
Kong Offer Shares” in the Prospectus for details of the conditions and procedures of the Hong
Kong Public Offering.
The Company expects to publish the announcement on the final Offer Price, the level ofindications of interest in the International Offering, the level of applications in the Hong Kong
Public Offering and the basis of allocation of the Hong Kong Offer Shares on Thursday, 2 April
2015: (i) in the South China Morning Post (in English); (ii) in the Hong Kong Economic Journal(in Chinese); (iii) on the Stock Exchange’s website (www.hkexnews.hk); and (iv) on theCompany’s website (www.ngch.co.jp). The results of allocations and the Hong Kong identity
card/ passport/ Hong Kong business registration numbers of successful applicants under theHong Kong Public Offering will be available through a variety of channels from Thursday, 2April 2015 as described in the section “How to Apply for Hong Kong Offer Shares — 11.
Publication of Results” in the Prospectus.
The Company will not issue temporary documents of title. Share certificates will only become
valid at 8:00 a.m. on Wednesday, 8 April 2015 provided that the Global Offering has become
unconditional and the right of termination described in the section “Underwriting” in theProspectus has not been exercised. No receipt will be issued for sums paid on application.
Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on
Wednesday, 8 April 2015. The Shares will be traded in board lots of 2,000 Shares each. The
stock code of the Shares is 1245.
Potential investors should note that under Japan law, the Shares are “bearer shares” innature. Ownership of the Shares can be transferred simply by the delivery of sharecertificates, with or without the transferor and the transferee having signed any document
evidencing such transfer. This creates inherent risks for Shareholders and potential investors— 5 —who choose to hold our Shares by physical possession of share certificates. To avoid theserisks, which are very significant in the opinion of the Directors, potential investors arestrongly recommended to hold their investments in the Company through CCASS by: (i)completing the YELLOW Application Forms; or (ii) giving electronic application
instructions to HKSCC. Please refer to the section “Key Japan Legal and Regulatory Matters- A. Bearer Shares” in the Prospectus for details.
Further, due to certain Japan legal and regulatory provisions, CCASS Beneficial Owners are
subject to certain disadvantages as set out in detail in the section “Key Japan Legal andRegulatory Matters - A. Bearer Shares - Recommended Measures for our Shareholders andPotential Investors” in the Prospectus. For example, CCASS Beneficial Owners are subject toa higher withholding tax rate, and they may not inspect the Company’s Share Register unlessallowed to do so under the Personal Information Protection Act. Despite these disadvantages,
given the risks associated with the “bearer” Shares (which are very significant in the opinionof our Directors), it is the Board’s strong recommendation that potential investors should holdtheir investments in the Company through CCASS.

On behalf of the Board of Directors
NIRAKU GC HOLDINGS, INC.*(株式会社ニラク▪ジー▪シー▪ホールディングス)Mr. Hisanori TANIGUCHI (谷口久徳)(also known as Mr. JEONG Seonggi)
Chairman of the Board, Executive Directorand Chief Executive Officer
Hong Kong, 24 March 2015
As at the date of this announcement, the Board of Directors of the Company comprises: (1)Mr. Hisanori TANIGUCHI ( 谷口久徳 ) (also known as Mr. JEONG Seonggi) as the Chairman andthe Executive Director; and (2) Mr. Hiroaki MORITA ( 森田弘昭 ), Mr. Norio NAKAYAMA( 中山宣男 ), Mr. Masaharu TOGO ( 東郷正春 ) and Mr. Hiroaki KUMAMOTO ( 熊本浩明 ) as theIndependent Non-executive Directors.
Please also refer to the published version of this announcement in the South China Morning
Post (in English) and the Hong Kong Economic Journal (in Chinese).
*For identification purpose only— 6 —