Japan Overseas Infrastructure Investment Corporation
for Transport & Urban Development

Financial Statements

For the 5th fiscal year
From April 1, 2018 to March 31, 2019

Main +81 (3)3295 1040
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Crowe Toyo & Co.
Kandamitoshirocho7,
Chiyoda-ku,Tokyo
101-0053 Japan

Independent Auditors’ Report(Translation)
May 23, 2019
To the Board of Directors ofJapan Overseas Infrastructure Investment Corporation for Transport & Urban Development
Crowe Toyo & Co.
Hiroaki Izawa
Designated Partner
Engagement Partner
Certified Public Accountant
Takayuki Kawakubo
Designated Partner
Engagement Partner
Certified Public Accountant
We have audited the accompanying financial statements of Japan Overseas Infrastructure Investment
Corporation for Transport & Urban Development (the “Company”) for the 5th fiscal year from April 1, 2018
to March 31, 2019, which comprise the balance sheet, the statement of operations and changes in equity,
the notes to financial statements and the supporting schedules, in accordance with item1, paragraph 2 ofArticle 436 of the Companies Act.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements and therelated supporting schedules in accordance with accounting principles generally accepted in Japan. The
responsibility includes designing, implementing and maintaining internal control relevant to the
preparation and fair presentation of the financial statements and the related supporting schedules that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements and the related supporting
schedules based on our audit. We conducted our audit in accordance with the auditing standards generally
accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements and the related supporting schedules are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements and the related supporting schedules. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements and the related supporting schedules, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fairpresentation of the financial statements and the related supporting schedules in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements and the related supporting schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.
Audit opinion
In our opinion, the financial statements and the related supporting schedules referred to above present
fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the resultsof its operations for the year then ended in accordance with accounting principles generally accepted inJapan.
Conflict of Interest
Our firm or the engagement partners have no interest in the Company which should be disclosed pursuant
to the provisions of the Certified Public Accountants Act.
The above represents a translation, for convenience only, of the original report issued in the Japanese
language.

Balance Sheet(As of March 31, 2019)（Thousands of yen）
AssetsLiabilities and net assets( Assets )Current assets:( Liabilities )35,384,636

Current liabilities:

394,749

Cash and deposits

6,017,404

Lease obligations

8,660

Operational investment securities

29,091,726

Accounts payable-Other

149,606

275,505

Income taxes payable

199,428

Other

37,054

Other
Non-current assets:
Property and equipment:

19,853,685
116,148

Buildings

134,517

Non-current liabilities:

2,591

Tools, furniture and fixtures

80,113

Lease obligations

1,959

Leased assets

53,818Other

Accumulated depreciation
Intangible assets:
SoftwareInvestments and other assets:

632△ 152,301
563

Total liabilities

397,341563 ( Net assets )19,736,974

Shareholders' equity:

55,606,060

Investment in subsidiaries and associates

8,996,318

Capital stock

31,022,500

Allowance for investment loss

△ 107,869

Capital surplus:

31,022,500

Investments in capital of subsidiaries and associates

10,377,594

Legal capital surplus
Retained earnings:

31,022,500△ 6,438,939

Long-term accounts receivable - other434,531

Lease deposits

96,463

Other retained earnings:△ 6,438,939

Other

2,497

Retained earnings brought forward△ 6,438,939

Valuation and translation adjustments△ 671,728

Allowance for doubtful accounts
Deferred assets:△ 62,562
93,352

Deferred organization expenses

3,918

Share issuance cost

89,434

Total assets
Amounts of less than 1 thousand yen are rounded off.

55,331,674

Valuation difference on available-for-salesecurities△ 671,728

Total net assets

54,934,332

Total liabilities and net assets

55,331,674

Statement of Operations(From April 1, 2018 to March 31, 2019)（Thousands of yen）
Operating revenue

362,888

Operating expenses

2,238,194

Operating loss

1,875,306

Non-operating income
Interest income

914

Foreign exchange gains

61,125

Other

1,827

63,867

Non-operating expenses
Interest expenses

153

Amortization of deferred organization
expenses

7,836

Amortization of share issuance cost

45,402Other

326

53,717

Ordinary loss

1,865,157

Loss before income taxes

1,865,157

Income taxes
Net lossAmounts of less than 1 thousand yen are rounded off.

3,800
1,868,957

Statement of Changes in Equity(From April 1, 2018 to March 31, 2019)（Thousands of yen）
Valuation andtranslation
adjustments

Shareholders' equity

Capital surplus

Retained earnings
Total net assets
Other retained
earnings

Capital stock

Total shareholders'equityValuation difference
on available-for-salesecurities

Legal capital surplus
Retained earnings
brought forward
23,222,500

23,222,500△ 4,569,981

41,875,018△ 620,858

41,254,159

7,800,000

7,800,000-

15,600,000-

15,600,000

Net loss--△ 1,868,957△ 1,868,957-△ 1,868,957

Net changes of items other than shareholders' equity

-

-

-

-

△ 50,869△ 50,869

Total changes of items during period

7,800,000

7,800,000△ 1,868,957

13,731,042△ 50,869

13,680,173

Balance at March 31, 2019

31,022,500

31,022,500△ 6,438,939

55,606,060△ 671,728

54,934,332

Balance at April 1, 2018
Changes of items during period
Issuance of common stock

Amounts of less than 1 thousand yen are rounded off.

Notes to Financial Statements
Amounts of less than 1 thousand yen are rounded off.
1. Significant Accounting Policies(1) Basis and method of valuation of securities① Operational investment securities
Securities without market quotations:
Stated at cost determined by the moving-average method② Investment in subsidiaries and associates
Stated at cost determined by the moving-average method③ Investments in capital of subsidiaries and associates
Stated at cost determined by the moving-average method
The amounts equivalent to interests of limited partnerships are accounted for on the net amountequivalent to interest regarding to the balance sheet based on the most recent financial statements
as of the closing date which is specified in the Partnership Agreement. And the related revenue andcost equivalent to such investments are included in operating revenue and operating expenses inthe statement of income, respectively.

(2) Depreciation method of non-current assets① Property and equipment (excluding leased assets)
Depreciation is provided by the declining-balance method, except for the buildings (excluding
building facilities), building facilities and structures acquired on or after April 1, 2016, which are
depreciated using the straight-line method.
The useful lives adopted for major assets are as follows:
Buildings: 10 -15 years
Tools, furniture and fixtures: 3-10 years② Leased assets
Leased assets under finance lease arrangements which do not transfer the ownership of the leased
property to the lessee are depreciated to a residual value of zero by the straight-line method using
lease period as the useful life.

③ Intangible assets
Intangible assets are amortized using the straight-line method. Computer software for internal use
is amortized by the straight-line method over the estimated useful lives (5 years).

(3) Amortization method of deferred assets① Deferred organization expenses
Deferred organization expenses are amortized by the straight-line method over 5 years.
② Share issuance cost
Share issuance cost is amortized by the straight-line method over 3 years.

(4) Accounting for provisions① Allowance for doubtful accounts
To provide for the bad debts loss of receivables, an estimated uncollectible amount is provided byconsidering the individual collectability.
② Provision for bonuses
For payment of employees’ bonuses, provision is provided for the portion of the total anticipatedbonuses that is attributable to the fiscal year.
③ Provision for retirement benefits
To prepare for employees' retirement benefits to employees, the Company records an amountcalculated based upon the estimated retirement and severance benefit obligations at the end of the
fiscal year.
The estimated retirement and severance benefit obligations is calculated based on the simplified
method.
④ Provision for loss on guarantees
Estimated amount of possible losses from loan guarantee liabilities are accrued based on thefinancial status, etc. of the guaranteed companies.
⑤ Allowance for investment loss
Estimated amount of possible losses from investment in subsidiaries and associates held at thebalance sheet date are accrued based on the status, etc. of the investees.

(5) Other significant matters which constitute the basis for preparation of the financial statements
Accounting for consumption taxes
Consumption taxes are excluded in transaction amounts.

2. Notes to change in presentation(1) Balance Sheet
The “Prepaid expenses” of “Current assets”, which were presented separately in the previous fiscal
year, have been included in “Other” of “Current assets” from the current fiscal year, as they havebecome less important.
(2) Change with application of “Partial Amendments to Accounting Standard for Tax EffectAccounting”
The Company has applied the “Partial Amendments to Accounting Standard for Tax Effect Accounting”(ASBJ Statement No. 28 dated February 16, 2018) and relevant Guidances effective from the
beginning of the current fiscal year and deferred tax liabilities are presented as non-current liabilities.

3. Notes to balance sheet(1) Balances with subsidiaries and affiliates
Short-term receivables:

43,388 thousand yen(2) Loan guarantee liabilities
The Company guarantees loans of the investee from financial institutions.

The investee: Concessionária do VLT Carioca S.A.
Amount of guarantee: R$13,813,674

The investee: Supervia Concessionaria de Transporte Ferroviario S.A.
Amount of guarantee: R$25,352,938

The investee: Thi Vai International Port Company Ltd.
Amount of guarantee: US$750,000

4. Notes to statement of operations
There are no items to be disclosed.

5. Notes to statement of changes in equity
Class and number of shares at the end of the fiscal year:
Common stock

1,240,900 shares

6. Notes to taxes effect accounting
Main sources of deferred tax assets and liabilities:
Deferred tax assets:
Loss carryforwards

1,730,163 thousand yen

Accrued enterprise taxes

59,901 thousand yen

Provision for bonuses

3,367 thousand yen

Valuation difference on available-for-sale securities

205,985 thousand yen

Loss on valuation of shares of subsidiaries and associates

21,215 thousand yen

Allowance for doubtful accounts

19,156 thousand yen

Allowance for investment loss

33,029 thousand yen

Lease deposits (Asset retirement obligations)12,456 thousand yen

Other1,186 thousand yen

Subtotal

2,086,462 thousand yen

Valuation Allowance
Total△ 2,086,462 thousand yen－ thousand yen

Deferred tax liabilities:
Valuation difference on available-for-sale securities

435 thousand yen

Total

435 thousand yen

Net deferred tax liabilities

435 thousand yen

7. Notes to financial instruments(1) States of financial instruments① Management policy on financial instruments
The Company conducts investment activities based on the standards stipulated in the Act on Japan
Overseas Infrastructure Investment Corporation for Transport & Urban Development. To conduct
investment activities, the Company raises the necessary funds by equity capital and issuance ofGovernment-Guaranteed Bonds.
Regarding fund management, the Company invests only in short-term deposits to secure liquidity
and safety of funds.
② Features and risks of financial instruments
Financial instruments held by the Company are short-term deposits. There is no risk of fluctuations
in market prices.
Operational investment securities, investment in subsidiaries and associates and investments incapital of subsidiaries and associates held by the Company are stocks and other financial
instruments invested by the Company and are exposed to credit risk of the investees and liquidity
risk due to unlisted stocks, etc.
Operational investment securities, investment in subsidiaries and associates and investments incapital of subsidiaries and associates which are denominated in foreign currencies are exposed to
the risk of exchange fluctuations.
③ Risk management of financial instrumentsⅰ) Management of liquidity risk to financing
The Company controls liquidity risks by monitoring deposits and payments and preparing thestatement of cash positions regularly.
ⅱ) Management of credit risk of the investees
The Company timely and regularly monitors the business conditions of the investees andmakes efforts to promptly obtain information of deterioration of their financial conditions anddeviation from their business plan, etc.
ⅲ) Management of exchange fluctuation risk to operational investment securities, investment in
subsidiaries and associates and investments in capital of subsidiaries and associates which aredenominated in foreign currencies.
The Company controls exchange fluctuation risks regarding operational investment securities,
investment in subsidiaries and associates and investments in capital of subsidiaries andassociates which are denominated in foreign currencies by continuously monitoring exchange
rate fluctuations.

(2) Fair value of financial instruments
Book value, fair value and the difference between them as of March 31, 2019 are as follows.
Financial instruments of which the fair value is extremely difficult to measure are not included
below.
(Thousands of yen)Book value
Cash and deposits

Fair value

6,017,404

Difference

6,017,404－① Fair value measurement of financial instruments
Cash and deposits:
The book value approximates fair value due to the short term settlements.
② Financial instruments of which the fair value is extremely difficult to measure are as follows:(Thousands of yen)Book value
Operational investment securities
Unlisted stocks (*1)

29,091,726

Investment in subsidiaries and associates
Unlisted stocks (*1)

8,996,318

Investments in capital of subsidiaries andassociates

10,377,594

The amounts equivalent to interests of limited
partnerships (*2)(*1) Unlisted stocks are not included in the above disclosure of “book value, fair value and thedifference between them”, because they have no quoted market price and their fair value isextremely difficult to measure.
(*2) Because interests of limited partnerships are composed of items that are considered extremely
difficult to determine the market value, the amounts are not included in “carrying amount, fairvalue and the difference between them” table above.
③ Future redemption of financial assets with maturities are as follows:(Thousands of yen)

Within one year
Cash and deposits

6,017,404

8. Notes to related party transactions(1) The Company directors and principal shareholders, etc.
（Thousands of yen）
Attribution

Name

Percentage

Relationshipof votingNature ofTransaction

Accounting

Year-endtransactions

amountsclassification

balance

15,600,000－－

rights ,etc.
Principal

Minister of

Owned

Investments

Investments

shareholder

Finance

directly

in capitalin capital

90.41%(Note 1)

(Note 1) Minister of Finance acquired shares issued by the Company in the amount of ¥50 thousand
per share.

(2) Subsidiaries and associates, etc.
（Thousands of yen）
Attribution

Name

Percentage

Relationshipof votingNature ofTransaction

Accounting

Year-endtransactions

amountsclassification

balance

10,089,900

Investments in

10,377,594

rights ,etc.
SubsidiaryJapan Texas

Directly

Payment for

Payment for

High-Speed

holding

investments

investments

capital ofRailway Cayman

100%

in capitalin capitalsubsidiaries(Note 2)and associates

LP(Note 2) Japan Texas High-Speed Railway Cayman LP is a limited partnership that paid US$ 90,000
thousand under a partnership agreement.

9. Notes to per share information
Net assets per share¥44,269.75

Net loss per share¥1,783.88

10. Notes to significant subsequent events
Third-party allotment(1) At the Board of Directors meeting held on March 26, 2019, the Company resolved issuance of
new shares by third-party allotment and the payment was completed on April 8, 2019, as
below.
① Type and number of shares issued

Common stock 114,000 shares② Issue price¥50,000 per share③ Amount to be incorporated into capital¥25,000 per share④ Total amount of issue¥5,700,000,000⑤ Total amount to be incorporated into capital¥2,850,000,000⑥ Payment date

April 8, 2019⑦ Allottee

Minister of Finance 114,000 shares⑧ Use of fund

In order to allocate the funds required for thebusiness prescribed in Article 23 of thestandards stipulated in the Act on Japan
Overseas Infrastructure Investment Corporation
for Transport & Urban Development.

(2) At the Board of Directors meeting held on April 18, 2019, the Company resolved issuance of
new shares by third-party allotment and the payment was completed on May 13, 2019, as
below.
① Type and number of shares issued

Common stock② Issue price¥50,000 per share③ Amount to be incorporated into capital¥25,000 per share④ Total amount of issue¥3,700,000,000⑤ Total amount to be incorporated into capital¥1,850,000,000⑥ Payment date

May 13, 2019⑦ Allottee

Minister of Finance 74,000 shares⑧ Use of fund

In order to allocate the funds required for the

74,000 sharesbusiness prescribed in Article 23 of thestandards stipulated in the Act on Japan
Overseas Infrastructure Investment Corporation
for Transport & Urban Development.

(3) At the Board of Directors meeting held on May 15, 2019, the Company resolved issuance of
new shares by third-party allotment, as below.
① Type and number of shares issued

Common stock② Issue price¥50,000 per share③ Amount to be incorporated into capital¥25,000 per share④ Total amount of issue¥14,600,000,000⑤ Total amount to be incorporated into capital¥7,300,000,000⑥ Payment dateJune 4, 2019⑦ Allottee

Minister of Finance 292,000 shares⑧ Use of fund

In order to allocate the funds required for the

292,000 sharesbusiness prescribed in Article 23 of thestandards stipulated in the Act on Japan
Overseas Infrastructure Investment Corporation
for Transport & Urban Development.