If you are in any doubt as to any aspect of this announcement or as to the action you
should take, you should consult your licensed securities dealer or registered institution
in securities, bank manager, solicitor, professional accountant or other professional
adviser.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.

(Incorporated in Japan with limited liability)(Stock Code: 1245)

FINAL DIVIDENDFOR THE YEAR ENDED 31 MARCH 2019
A. SUMMARY•

On 24 May 2019, the board of directors (the “Board”) of 株式会社ニラク▪ジー▪
シー▪ホールディングス NIRAKU GC HOLDINGS, INC.* (the “Company”)
declared a final dividend of ¥0.07 or HK$0.005 (the “Final Dividend”) per
common share of the Company (the “Share”), payable on 11 July 2019 to theshareholders of the Company (the “Shareholders”), whose names appear on
the share register of the Company at the close of business on 11 June 2019(the “Record Date”).

•

The final results of the Company and its subsidiaries for the year ended 31 March
2019 have been announced on the websites of The Stock Exchange of Hong
Kong Limited (the “Stock Exchange”) (http://www.hkexnews.hk) and theCompany (http://www.ngch.co.jp) on 24 May 2019.

•

Based on the average of the exchange rates (telegraphic transfer middle rates)
published by Mizuho Bank, Ltd. for the five business days immediately
preceding the date of this announcement (being 17 May 2019 and 20 to 23
May 2019), the exchange rate for conversion of Japanese yen to Hong Kong
dollars for the Final Dividend to be distributed to the Shareholders in Hong
Kong dollars is ¥1 to HK$0.0712.

•

All CCASS Beneficial Owners will receive the Final Dividend payments in Hong
Kong dollars.

–1–

•

Final Dividend payments will be subject to Japanese withholding tax at theapplicable rates set out in sections C or D below. Shareholders holding theShares in their own names and outside CCASS residing in Japan are notentitled to withholding tax refund relating to the Final Dividend. The Company
will apply the applicable withholding tax rate and withhold taxes according to,amongst others, such Shareholder’s identity (i.e. individual or corporation) prior
to Final Dividend payment.

•

Shareholders who hold the Shares in their own names and outside CCASS
residing in Hong Kong may apply for reduced withholding tax rates under the
Agreement between the Government of the Hong Kong Special Administrative
Region of the People’s Republic of China and the Government of Japan for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect
to Taxes on Income dated 9 November 2010 (the “Hong Kong-Japan Tax
Treaty”). Further, Shareholders who hold the Shares in their own names andoutside CCASS residing outside Japan and Hong Kong may also apply for
reduced withholding tax rates under a tax treaty between Japan and theirrespective tax residencies, if applicable. In order to be entitled to a reduced
withholding tax rate under any valid tax treaty with Japan, Shareholders must
submit the relevant application forms and required documents on or before 11
June 2019. Shareholders who are unable to submit the relevant application
forms and required documents by the prescribed deadline may request for a
post-facto refund of the amount withheld in excess of the maximum withholding
tax under any applicable tax treaty. For details of the procedures and required
documents for these applications, see section E below.

•

CCASS Beneficial Owners who wish to obtain a refund of tax withheld in excess
on the Final Dividend payments under Japan tax law must send the refund
application forms and the required documents to the Company’s office (theaddress of which is set out on the last page of this announcement) on or before
30 September 2019 pursuant to the filing procedures set out in section F
below.

•

Since the application for reduced withholding tax rate under a tax treaty, theapplication for a refund of tax withheld in excess of the applicable withholding
tax under a tax treaty, and the application for a refund of tax withheld in excessof the applicable withholding tax under the Japan tax law are subject to theapproval of Japan’s National Tax Agency* (國稅廳) (the “NTA”), it should be
noted that there may be delays in obtaining the approval or that the application
may not be approved by the NTA. The NTA may also request additional
information in order to process the applications.

•

CCASS Beneficial Owners holding the Shares in account(s) maintained with any
securities companies in Japan may be subject to additional withholding tax
under Japan tax law. For details, please contact the securities companies withwhom you maintain the relevant account(s).

–2–

•

This announcement is published for information purposes only and is notintended to be, nor should it be construed as, legal or tax advice. If you are in
doubt as to any aspect of this announcement or as to the action to be taken,
you should seek independent professional advice on the tax implications
associated with investing in the Shares.

B. FINAL DIVIDENDS
Unless the context requires otherwise, capitalised terms used herein shall have thesame meanings as ascribed to them in the prospectus of the Company dated 24
March 2015 (the “Prospectus”).
Final Dividend and Final Results
On 24 May 2019, the Board declared the Final Dividend of ¥0.07 or HK$0.005 per
Share, payable on 11 July 2019 to the Shareholders.
The final results of the Company and its subsidiaries for the year ended 31 March
2019 have been published on the websites of the Stock Exchange(http://www.hkexnews.hk) and the Company (http://www.ngch.co.jp) on 24 May
2019.
Record Date for Distributing Dividends
The Final Dividend will be payable to the Shareholders whose names appear on the
Company’s share register at the close of business on 11 June 2019.
In order for those Shareholders whose names have not been registered on the
Company’s share register to be qualified for the Final Dividend, if any, all properly
completed and duly stamped and executed transfer forms accompanied by therelevant share certificates should be lodged with the Company’s Hong Kong shareregistrar, Computershare Hong Kong Investor Services Limited at Shops 1712–
1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong
before 4:30 p.m. (Hong Kong time) on Thursday, 11 June 2019.
Currency of Dividend Payments
Please refer to the separate announcement to be made by the Company on the
Record Date.

–3–

Exchange Rate
Based on the average of the exchange rates (telegraphic transfer middle rates)
published by Mizuho Bank, Ltd. for the five business days immediately preceding
the date of this announcement (being 17 May 2019 and 20 to 23 May 2019), theexchange rate for conversion of Japanese yen to Hong Kong dollars for the Final
Dividend to be distributed to Shareholders in Hong Kong dollars is ¥1 to
HK$0.0712.
Final Dividend Amount in Hong Kong Dollars(1) Gross Final Dividend AmountThe gross Final Dividend amount in Hong Kong dollars per Share is HK$0.005
based on the exchange rate as stated above.
(2) Net Final Dividend AmountAs detailed later in this announcement, the net Final Dividend amount in Hong
Kong dollars per Share will vary depending on the identity, shareholding
percentage and tax residence of each individual Shareholder. Any foreignexchange commission will not be applied to the Final Dividend. Conversion ofJapanese yen to Hong Kong dollars will be applied after the deduction of theapplicable withholding tax amount.
(3) Rounding
The final amount of the total net Final Dividend amount actually received byeach Shareholder is subject to rounding.

–4–

C. WITHHOLDING TAX APPLIED TO SHAREHOLDERS
Set out below are the Japan withholding tax rates applicable to the Final Dividend
payments to the Shareholders (other than CCASS Beneficial Owners) under Japantax law.
Shareholder holding the Shares in his own name and outside CCASS
Individual
Shareholderthat isinterested inless than 3%of total
number ofissued Shares

Individual
Shareholderthat isinterested in
3% or more of
the total
number ofissued Shares

Corporate
Shareholder

Shareholder who is either
a resident in Japan or acompany incorporated
in Japan(1)20.315%20.420%15.315%

Shareholder who is not aresident in Japan or acompany incorporated
in Japan

15.315%20.420%15.315%(1)

Shareholders holding the Shares in their own names and outside CCASS residing in Japan are
not entitled to withholding tax refund. The Company will apply the applicable withholding tax
rate under Japan tax law as shown above.

In the presence of any applicable valid tax treaty between Japan and theShareholders’ respective tax residence applies, Shareholders may enjoy a reduced
withholding tax rate. Set out below is a table showing the maximum withholding tax
rate applied pursuant to the Hong Kong-Japan Tax Treaty for the purposes ofillustration.

–5–

Maximum withholding tax rate under the Hong Kong-Japan Tax Treaty
A company that has owned directly or indirectly, for the period of
six months ending on the Record Date, at least 10%of the voting Shares paying the dividend

5%

Other Hong Kong residents

10%

Shareholders who are Hong Kong residents who wish to be entitled to a reduced
withholding tax rate under the Hong Kong-Japan Tax Treaty should refer to section
E below for the required procedures to be entitled to a reduced withholding tax
rate. In case such Hong Kong resident Shareholders have not established theireligibility to the satisfaction of the NTA pursuant to the procedures as set out insection E below, the Company will apply the withholding tax rate as described in
the table “Shareholder holding the Shares in his own name and outside CCASS”
above.
Shareholders residing outside Japan who wish to be entitled to a reduced
withholding tax rate under any valid tax treaty with Japan are strongly advised toconsult their professional advisers as to the application of any valid tax treaty
between Japan and their respective tax residences. The Company does not assume
any responsibility to ensure withholding is made at the reduced treaty rate or toensure no withholding is made for Shareholders who would be so eligible under any
applicable tax treaty.

–6–

D. WITHHOLDING TAX APPLIED TO CCASS BENEFICIAL OWNERS
GeneralReference is made to the section headed “Key Japan Legal and Regulatory Matters”
in the Prospectus. The Company is unable to apply a withholding tax rate on an
individual basis to CCASS Beneficial Owners in accordance with their identities,
shareholding percentage and tax residences due to the inherent characteristics of
CCASS. As such, the Company will withhold the highest possible withholding tax
under Japan law on the Final Dividend payable to CCASS Beneficial Owners.
Hong Kong resident CCASS Beneficial Owners
CCASS Beneficial Owners who are either residents in Hong Kong or corporations
incorporated in Hong Kong will be subject to a withholding tax rate of 20.420%,
which is the highest possible withholding tax rate under Japan law. However, such
Shareholders may claim a refund of taxes withheld in excess of the applicable rate
as set out in the table below from the NTA following the applicable filing procedures
set out in section F below.
Highestpossiblewithholding
tax rate
initially
applied by theCompany

Maximum tax
rate onindividual
basis

Highestpossible rateof refund oftaxes withheld
in excess of
the applicablerate

Individual Shareholder thatis interested in less than
3% of the total number ofissued Shares

20.420%15.315%5.105%

Individual Shareholder thatis interested in 3% ormore of the total number
of issued Shares

20.420%20.420%0.000%

Corporate Shareholder

20.420%15.315%5.105%–7–

Japanese resident CCASS Beneficial Owners(1) CCASS Beneficial Owners who do not hold the Shares in an accountmaintained with a securities company in JapanCCASS Beneficial Owners who are either residents in Japan or corporations
incorporated in Japan who do not hold the Shares in an account maintainedwith a securities company in Japan will be subject to a withholding tax of
20.420%, which is the highest possible withholding tax rate under Japan law.
However, they may claim a refund of taxes withheld in excess of the applicabletax rate set out in the table below from the NTA after following the applicablefiling procedures set out in section F below.
Highestpossiblewithholding
tax rate
initially
applied by theCompany

Applicable tax
rate onindividual
basis

Highestpossible rateof refund oftaxes withheld
in excess of
the applicablerate

Individual Shareholder thatis interested in less than
3% of the total number
of issued Shares

20.420%20.315%0.105%

Individual Shareholder thatis interested in 3% ormore of the total
number ofissued Shares

20.420%20.420%0.000%

Corporate Shareholder

20.420%15.315%5.105%–8–

(2) CCASS Beneficial Owners who hold the Shares in an account maintained with asecurities company in JapanA Japanese resident CCASS Beneficial Owner who beneficially holds the Sharesin an account maintained with any securities company in Japan may be subject
to withholding by such securities company in addition to withholding by theCompany. In such event, they may claim a refund of taxes withheld in excess of
the applicable tax rate set out in the table below from the NTA by following theapplicable filing procedures set out in section F below.
Highestpossiblewithholding tax
rate initiallyapplied by theCompany

Withholding
tax rateapplied by
securities
companies inJapanApplicable tax
rate onindividual
basis

Highestpossible rateof refund oftaxes withheld
in excess of
the applicablerate

Individual Shareholder thatis interested in less than
3% of the total number
of issued Shares

20.420%20.315%20.315%20.420%Individual Shareholder thatis interested in 3% ormore of the total number
of issued Shares

20.420%20.420%20.420%20.420%

Corporate Shareholder

20.420%15.315%15.315%20.420%–9–CCASS Beneficial Owners other than Japanese or Hong Kong residents
CCASS Beneficial Owners who are neither residents in Japan or Hong Kong nor
corporations incorporated in Japan or Hong Kong will be subject to a withholding
tax rate of 20.420%, which is the highest possible withholding tax rate under Japanlaw. However, they may claim a refund of taxes withheld in excess of the applicablerate set out in the table from the NTA after following the applicable filing procedures
set out in section F below.
Highestpossiblewithholding
tax rate
initially
applied by theCompany

Applicable tax
rate onindividual
basis

Highestpossible rateof refund oftaxes withheld
in excess of
the applicablerate

Individual Shareholder that isinterested in less than 3%of the total number
of issued Shares

20.420%15.315%5.105%

Individual Shareholder that isinterested in 3% or moreof the total number
of issued Shares

20.420%20.420%0.000%

Corporate Shareholder

20.420%15.315%5.105%– 10 –

E. PROCEDURES AND DOCUMENTARY REQUIREMENTS FOR SHAREHOLDERS
TO MAKE A CLAIM UNDER A TAX TREATY
GeneralThe Company has confirmed with the NTA that the documents set out below will be
required in order to make a claim under a tax treaty. Please note that therequirements set out below would only be applicable to the Final Dividend and mayvary for subsequent dividends and distributions declared by the Company.
Shareholders are strongly advised to consult their professional advisers if they are
in any doubt as to the implications of the Hong Kong-Japan Tax Treaty or any othertax treaty or the application process for any reduced rates on the Final Dividend
made by the Company.
•

Shareholders residing outside Japan who wish to get the benefit of reduced or
exempted domestic withholding income tax under any tax treaty concluded
between a country of a non-resident Shareholder and Japan such as the Hong
Kong-Japan Tax Treaty, and who are registered on the share register of theCompany on the Record Date (the “Foreign Shareholders”) are required tosubmit the “APPLICATION FORM FOR INCOME TAX CONVENTION” (the“Application of Tax Convention Form”), which is available at the website of
the NTA, to the regional taxation office exercising jurisdiction over the head
office of the Company via the Company pursuant to the provisions of therelevant tax treaty.

•

If a Foreign Shareholder applies for the application of any tax treaty that has
limitation on benefits article, the “ATTACHMENT FORM FOR LIMITATION ON
BENEFITS ARTICLE” (the “Attachment Form”) and a “residency certification”
issued by competent authority of country of residence (the “Residency
Certification”) must be submitted along with the Application of Tax Convention
Form. Please note that as of the date hereof, the Hong Kong-Japan Tax Treaty
does not have limitation on benefits article.

•

A Foreign Shareholder who is unable to submit the Application of Tax
Convention Form and other required documents by the deadline may obtain apost-facto refund from the NTA of the amount withheld in excess of thewithholding tax amount pursuant to an applicable tax treaty.

•

The NTA has confirmed that at this moment, CCASS Beneficial Owners cannot
make a claim under a tax treaty, because a CCASS Beneficial Owner cannot be
identified since their name, address and other information to identify them are
not available. Please note however that CCASS Beneficial Owners residing
outside Japan can make a claim for tax refund as described in section F below.

– 11 –

Procedures and Documentary Requirements to Apply for Application ofIncome Tax Treaty
Foreign Shareholders are required to submit an Application of Tax Convention Form
duly completed and a copy thereof, which must reach the Company on or before
11 June 2019. If a relevant tax treaty has limitation on benefits article, anAttachment Form and a Residency Certification (certification must have been issued
within one year prior to the showing) are also required. The required documents
must be sent to the Company’s office in Japan at 2-1-24, Hohaccho, Koriyamashi, Fukushima, Japan 963-8811 (attention: Megumi WAKAMATSU andYoshitatsu TACHI), or the Company’s office in Hong Kong at Room 805B, 8thFloor, Tsim Sha Tsui Centre, 66 Mody Road, Tsim Sha Tsui, Kowloon, HongKong. A Foreign Shareholder who has already submitted an Application of Tax
Convention Form does not need to re-submit an Application of Tax Convention
Form again unless there is any change to any material information such as nameand address.
Procedures and Documentary Requirements to Request for Refund of Excess
Withholding Tax in accordance with the Income Tax Treaty
A Foreign Shareholder who is unable to submit the required documents by thedeadline mentioned above can request for a refund of the amount of tax withheld by
the NTA minus the amount of applicable withholding tax under the relevant tax
treaty by submitting in duplicate an “APPLICATION FORM FOR REFUND OF THE
OVERPAID WITHHOLDING TAX”, which is also available at the website of the NTA,
together with an Application of Tax Convention Form prepared in duplicate(including attachment forms or documents if such attachments and documents are
required), which must be sent to the Company’s office in Japan at 2-1-24,
Hohaccho, Koriyama-shi, Fukushima, Japan 963-8811 (attention: Megumi
WAKAMATSU and Yoshitatsu TACHI), or the Company’s office in Hong Kongat Room 805B, 8th Floor, Tsim Sha Tsui Centre, 66 Mody Road, Tsim Sha Tsui,
Kowloon, Hong Kong. The required documents must reach the Company within
the period from the date immediately following the payment date of the Final
Dividend up to 30 September 2019. The NTA will directly transfer tax refunds into
the bank accounts of Foreign Shareholders.

– 12 –

F. P R O C E D U R E S A N D D O C U M E N T A R Y R E Q U I R E M E N T S F O R C C A S S
BENEFICIAL OWNERS TO REQUEST FOR REFUND OF OVERPAID
WITHHOLDING TAX IN ACCORDANCE WITH JAPAN LAW
GeneralThe Company has confirmed with the NTA that the documents set out below will be
required for the purpose of tax refund by CCASS Beneficial Owners pursuant toJapan law. Please note that the requirements set out below would only beapplicable to the Final Dividend and may vary for subsequent dividends anddistributions declared by the Company. Please also note that the Company has
been in discussion with the NTA regarding the applicability of any tax treaty
between Japan and any other country to CCASS Beneficial Owners residing in suchother country. In the event that the NTA has approved the application of tax treaty
to such CCASS Beneficial Owners, the Company will publish a separate
announcement describing the procedures to make a claim under tax treaty.
Required Documents to Request for Refund of Overpaid Withholding Tax inaccordance with Japan law
CCASS Beneficial Owners who wish to claim a refund of withholding tax withheld inexcess on the Final Dividend in accordance with Japan law must prepare thefollowing documents (the “Refund Application Documents”)
1.

“Application Form for Tax Refund” (the “Refund Application Form”), which will
be available at the website below from date of this announcement to 30
September 2019:http://www.ngch.co.jp/pdf/ej/NGCH_tr_ej20190524.pdf
Hard copies of the Refund Application Form are available at the following
addresses, from date of this announcement to 30 September 2019:(1) The Company’s office in Hong Kong:
Room 805B, 8th Floor, Tsim Sha Tsui Centre, 66 Mody Road, Tsim Sha
Tsui, Kowloon, Hong Kong
(2) Computershare Hong Kong Investor Services Limited, the Hong Kong shareregistrar of the Company:
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
In addition, unofficial Chinese translation of the Refund Application Form will
also be available at http://www.ngch.co.jp/pdf/cn/NGCH_tr_cn20190524.pdf
from date of this announcement to 30 September 2019 for CCASS Beneficial
Owners’ reference.

2.

A notice or statement showing the number of Shares beneficially held by a
CCASS Beneficial Owner as of 11 June 2019 and issued by their respective
CCASS Participants;– 13 –

3.

A notice or statement showing the receipt of the Final Dividend to be paid on
11 July 2019 and issued by their respective CCASS participants; and4.

If any securities company within a country or region in which a CCASS
Beneficial Owner resides is involved in between, the notice or statement as
described in items 2 and 3 above and issued by such securities company.

CCASS Beneficial Owners should note that, in order to process the Refund
Application Documents, the NTA also requires a register of CCASS Beneficial
Owners from each CCASS participant (containing such details as the name(s),address(es) of, and number of Shares beneficially held by, the CCASS Beneficial
Owners), which the Company will directly obtain from the CCASS Participants.
Submission and Deadline
CCASS Beneficial Owners can make tax refund applications directly or through theirrespective designated agents (such as their respective CCASS Participants) to theCompany. In both cases, the Company will collect the Refund Application
Documents and submit them to the NTA.
CCASS Beneficial Owners who wish to claim a refund of taxes withheld in excess
on the Final Dividend in accordance with Japan law shall send the Refund
Application Documents to the Company’s office in Japan at 2-1-24, Hohaccho,
Koriyama-shi, Fukushima, Japan 963-8811 (attention: Megumi WAKAMATSU
and Yoshitatsu TACHI). The last date on which such applications would be
accepted is 30 September 2019.
Payment of Refund
A CCASS Beneficial Owner will have to fill in the details of their bank account forreceiving the refunds (the “Refund Account”) in the Refund Application Form. In
case a CCASS Beneficial Owner submits the Refund Application Documents to theCompany through its agent, the refunds will be directly transferred to the Refund
Account designated by such agent. Refunds of withholding tax will be paid inJapanese yen in principle and, if paid to CCASS Beneficial Owners residing outside
Japan such as Hong Kong, automatically converted into the denominated currencyof the Refund Account at an exchange rate specified by the CCASS Beneficial
Owner’s own bank as of the time of payment of the Final Dividend.

– 14 –

G. CONTACT INFORMATION FOR ANY OTHER RELEVANT INFORMATION
Please contact the Company if you have any queries in relation to the dividend
amount, the exchange rate, the application for income tax treaty, the Refund
Application Documents, and any other relevant information.
•

Head Office of the Company
2-1-24, Hohaccho, Koriyama-shi, Fukushima, Japan 963-8811
Megumi WAKAMATSU
TEL: +81-24-992-3334
E-mail: megumi@niraku.co.jp
Yoshitatsu TACHITEL: +81-24-992-3334
E-mail: tachi@niraku.co.jp•

Hong Kong Office of the Company
Room 805B, 8th Floor, Tsim Sha Tsui Centre, 66 Mody Road, Tsim Sha Tsui,
Kowloon, Hong Kong
TEL: +852-3691-8670
On behalf of the BoardNIRAKU GC HOLDINGS, INC.*
株式会社ニラク▪ジー▪シー▪ホールディングス
Chairman, Executive Director and Chief Executive Officer
Hisanori TANIGUCHI (also known as JEONG Seonggi)

Fukushima, Japan, 24 May 2019
As at the date of this announcement, the executive director of the Company is Hisanori
TANIGUCHI (also known as JEONG Seonggi); the non-executive director of theCompany is Hiroshi BANNAI; and the independent non-executive directors of theCompany are Hiroaki MORITA, Michio MINAKATA and Yoshihiro KOIZUMI.
*

for identification purpose only

– 15 –