XYEC HOLDINGS CO., LTD. (Company Registration No. 0104-01-058968) (Incorporated in Japan) _________________________________________________________________________ (1) INCORPORATION OF A WHOLLY-OWNED SUBSIDIARY; AND (2) UTILISATION OF THE PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF THE COMPANY _________________________________________________________________________ (1) INCORPORATION OF A WHOLLY-OWNED SUBSIDIARY The Board of Directors (“Board”) of Xyec Holdings Co., Ltd. (the “Company” and together with its subsidiaries, the “Group”) wishes to announce that the Company has on 10 September 2014 incorporated a wholly-owned subsidiary in Singapore, the details of which are as follows: Name of company : Xyec Singapore Holdings Pte. Ltd. (“Xyec Singapore”) Issued and paid-up share capital : S$600,000 divided into six hundred thousand (600,000) shares Principal Activity : Investment Holding The incorporation of Xyec Singapore aims to better position the Group’s expansion into the ASEAN region. In terms of structure, Xyec Singapore will be based on a business model similar to the Company. Notably, being a holding company, the new subsidiary will be positioned to invest in synergistic companies as well as spearhead the Group’s expansion into the ASEAN market. Most of the Company’s subsidiaries in Japan are helmed by their respective presidents. To show the Group’s commitment to the Singapore subsidiary and its expansion into the ASEAN region, Xyec Singapore will be helmed by Mr. Manabu Kobayashi as Chief Executive Officer. Other directors include Mr. Yukihiro Shida who is an Independent Director of the Company and Mr Takeshi Hosaka, Financial Controller of the Company. The incorporation of Xyec Singapore was funded through the proceeds raised from the Company’s initial public offering (“IPO”) and is not expected to have any material impact on the net tangible assets per share and earnings per share of the Group for the current financial year ending 31 March 2015. None of the Directors and to the best of the Directors’ knowledge, none of the substantial shareholders of the Company has any interest, direct or indirect, in the above incorporation other than through their respective shareholdings in the Company. (2) UTILISATION OF THE PROCEEDS FROM THE IPO OF THE COMPANY Subsequent to aforementioned incorporation, the status of the use of IPO proceeds is as follows: Use of proceeds from IPO Expanding existing business segments Developing new capabilities and new business areas Establishment of new offices, expansion of operations overseas Mergers and acquisitions Total Amount allocated (S$’000) 1,625 Amount utilised (S$’000) - Amount unutilised (S$’000) 1,625 1,625 - 1,625 812 600 212 2,438 6,500 600 2,438 5,900 By Order of the Board Manabu Kobayashi Executive Chairman, President, CEO and Representative Director 10 September 2014 The Company was listed on Catalist of the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 18 September 2013. The initial public offering of the Company was sponsored by PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). This announcement has been prepared by the Company and its contents have been reviewed by the Sponsor for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.