December 22, 2023
Company name: ES-CON JAPAN Ltd.
Representative: Takatoshi Ito, President &Representative Director(TSE Prime Market, Code: 8892)
Inquiries:Kenji Fujita,
Director, Head of Management DivisionTel:+81-3-6230-9308

Notice of Establishment of Subsidiaries (Specified Subsidiaries)
for Investment in Special Purpose Companies (SPC)
As stated in the "Notice on the Conclusion of Business Partnership Agreement among ES-CON
JAPAN, Seven Signatures, BlackSand, and Kobayashi Group"※ announced on November 21,
2023, we will participate in the sales business of the luxury condominium " Ālia " in Honolulu, Hawaii.
In today’s meeting, Board of Directors of ES-CON JAPAN Ltd. (hereinafter "ES-CON JAPAN") decided
to invest in a SPC,888 Ālia LLC, that has been formed as a fund for the property (hereinafter "SPC").
Since the amount of investment in this subsidiary is equivalent to more than 10/100 of our capital, it isclassified as a specified subsidiary of ours.

1. Background and Purpose of Establishment of Subsidiaries

In 2019, we invested in a fund formed by a Hawaiian investment firm, BlackSand Capital, LLC(hereinafter "Black Sand"), and commenced operations abroad. In 2021, we participated in Waikiki
Galleria Tower project, a commercial complex value-add project located in Honolulu, which is primarily
conducted by BlackSand Capital, and we have been expanding our knowledge in our international
business and steadily building trusting relations with the company.
The Ālia project is the third project we are working on with the company in Hawaii. We opened a sales
and marketing gallery in the Tokyo Head office in November 2023. In order to further strengthen
relations with the company and increase the number of projects abroad, we have decided to invest in
this SPC formed by Black Sand through our subsidiary ESCON USA V LLC.
We also opened a gallery for Ā lia at our Tokyo-based headquarters. We plan to begin sales of Ā lia inJapan in January 2024.
We will continue to focus on expanding new business domains with an eye on the next generation anddevelop multifaceted real estate businesses globally that can contribute to society.
2.Outline of SPC and Subsidiaries
Outline of SPC
NameAddress
Year ofestablishment
Our planned
investment
Outline of theinvestor
SponsorInvestment period
Our relationshipwith the group888 Ālia LLC
1288 Ala Moana Boulevard, Suite 201
In 2022
US $35 million
Institutional and individual investors
BlackSand Capital, LLC
CEO：Bert “BJ” A. Kobayashi, Jr.
Address：2270 Kalakaua Ave., Suite 1788, Honolulu, HI 96815
Lines of business:Real estate investment advisory firm specializing in Hawaii
January 2024 to December 2027 (planned)
We plan to invest through our subsidiary, ESCON USA V LLC.

1

Outline of Subsidiaries(1)NameESCON USA V LLC(2)Address
Corporation Trust Center 1209 Orange Street, in the City of Wilmington, in the County of New
Castle, Delaware 19801(3)Name ofManager Toru Kumaki
representative(4)Purpose ofHolding company
establishment(5)Capital
US $35 million (planned)(6)Date ofDecember 2023 (planned)
Establishment(7)Relationship
Capital relationshipWe will be established as a 100% owned subsidiary.
between a listed Human relations
One of our employees will be appointed as representative.
company andBusiness relationship
Not applicable.
the company
concerned(8)Major
ES-CON JAPAN Ltd. 100%
shareholders
andshareholdingratio

3.Schedule of contribution
Resolution of the Board of Directors: December 22, 2023
Investment date: Late January 2024 (planned)
4.Impact on Business Results
The effect of this investment on the Company's consolidated financial results for Fiscal Year Ending
March 2024 is immaterial.

※Reference

November 21, 2023 press release
Notice on the Conclusion of Business Partnership Agreement among ES-CON JAPAN, Seven Signatures,BlackSand, and Kobayashi Group2