May 15, 2023
Company name:
Representative:

Inquiries:
Tel:

ES-CON JAPAN Ltd.
Takatoshi Ito, President &Representative Director(TSE Prime Market, code: 8892)
Kenji Fujita, Director,
Head of Management Division+81-3-6230-9308

Notice on Secondary Offering of Shares
ES-CON JAPAN Ltd. (ES-CON JAPAN) announces that the following items were decided at theboard of directors meeting held today.
1. Secondary Offering of Shares

(1)
(2)
(3)

Type and number ofshares to be offeredSeller
Offer price(4)

Offering method(5)

Subscription date(6)Delivery date

(7)

Advance onsubscription
Unit of shares to be
subscribed(8)

Ordinary shares of ES-CON JAPAN 6,500,000 shares
SMBC Nikko Securities Inc.
To Be Determined (The offer price is to be determined in compliancewith the process set forth under the Japan Securities Dealers
Association’s "Rules Concerning Underwriting, Etc. of Securities,"
Article 25. It uses the price calculated by multiplying the closing pricefor ordinary shares in ES-CON JAPAN on the Tokyo Stock Exchange(if unavailable on the day, the closing price shall be deemed the priceon the business day immediately preceding the declared date) with afactor of 0.90-1.00 (fractions shall be rounded down to the nearestyen), from a date during the period from Monday, May 22, 2023 toThursday, May 25, 2023 (hereinafter referred to as "the Pricing Date")as the preliminary pricing terms. Other factors such as demandconditions are also considered for determination.)
The shares are to be sold, with all shares to be purchased andunderwritten by an underwriter syndicate ("the Underwriter"
hereinafter) with SMBC Nikko Securities, Inc. designated as theprimary managing company. Underwriter considerations shall be theaggregate amount of the offer price from which is subtracted theunderwriting price, which is the amount paid by the Underwriter to theseller.
From the time at which the offer price is determined to 9:00AM of thebusiness day following the Pricing Date
Any given date between Thursday, May 25, 2023 to Tuesday, May 30,
2023, provided that said date is exactly three business days following
the Pricing Date
Price per share shall be the same as the selling price.
100 shares

Note: This news release was created for the public announcement of the sharing of ES-CON Japan’s secondary offering of shares, and
it is not for the purpose of soliciting investment. In adherence with applicable laws and regulations, no prospectus has been createdregarding the above secondary offering of shares. Investors are advised to invest under their own judgment.

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(9)

The offering of ES-CON JAPAN’s ordinary shares ("the Offering" hereinafter) by SMBC Nikko
Securities, Inc. refers to the sale of 6,500,000 shares of ES-CON JAPAN’s ordinary sharespurchased by SMBC Nikko Securities from ES-CON JAPAN’s shareholder, NISSEI BUILD
KOGYO CO., LTD. ("Purchase by SMBC Nikko Securities" hereinafter). If SMBC Nikko
Securities fails to complete its purchase, the Offering shall be withdrawn. Likewise, if theOffering is withdrawn, the Purchase by SMBC Nikko Securities, Inc. shall also be withdrawn.
(10) President & Representative Director Takatoshi Ito shall have sole and ultimate authority fordecisions regarding the offer price and all other matters required for the Offering.
2. Purpose of Secondary Offering

The purpose of the secondary offering of shares set forth above is to increase liquidity and furtherexpand the shareholder base, particularly among individual investors.
3. Regarding Lockup

Regarding the Offering, Chubu Electric Power Co., Inc. (ES-CON JAPAN's parent company),
has agreed to terms with SMBC Nikko Securities, Inc., to refrain from selling or otherwise
disposing of ordinary shares of ES-CON JAPAN (including latent shares) held in its own accountas of the Pricing Date without obtaining prior written consent from SMBC Nikko Securities, Inc.
This agreement applies from the Pricing Date to the 180th day following the delivery date ("Lockup Period" hereinafter).
In addition, ES-CON JAPAN has agreed to terms with SMBC Nikko Securities, Inc. to not issue orsell shares of ordinary shares or securities with the right or obligation to acquire shares of ordinary
shares (excluding issuance of new shares by stock split and issuance of stock acquisition rights
related to stock options) without obtaining the prior written consent of SMBC Nikko Securities, Inc.
during the Lock-up Period.
In both cases, SMBC Nikko Securities, Inc. holds the authority to terminate the agreement inwhole or in part or to reduce the Lock-up Period, at its discretion.
4. Stabilizing Transactions

Stabilizing transactions will not be conducted in this secondary offering of shares.

Note: This news release was created for the public announcement of the sharing of ES-CON Japan’s secondary offering of shares, and
it is not for the purpose of soliciting investment. In adherence with applicable laws and regulations, no prospectus has been createdregarding the above secondary offering of shares. Investors are advised to invest under their own judgment.

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