Okura : DISCLOSEABLE TRANSACTION ACQUISITION OF PROPERTIES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation 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.

Okura Holdings Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01655)

DISCLOSEABLE TRANSACTION

ACQUISITION OF PROPERTIES

The Board is pleased to announce that on 7 April 2021, the Purchaser (an indirectly wholly-owned subsidiary of the Company) entered into the Acquisition Agreement, pursuant to which the Purchaser has agreed to purchase and the Vendors have agreed to sell the Properties situated in Nagasaki City, Japan, at a total consideration of JPY442 million (inclusive of consumption tax of JPY12 million).

As one or more of the applicable percentage ratios in respect of the Acquisition Agreement exceed 5% but are all below 25%, the entering into of the Acquisition Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 7 April 2021, the Purchaser (an indirectly wholly-owned subsidiary of the Company) entered into the Acquisition Agreement, pursuant to which the Purchaser has agreed to purchase and the Vendors have agreed to sell the Properties situated in Nagasaki City, Japan, at a total consideration of JPY442 million (inclusive of consumption tax of JPY12 million).

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THE ACQUISITION AGREEMENT

The principal terms of the Acquisition Agreement are set out as follows:

Date	7 April 2021
Parties	(a)	K's Property Co., Ltd.* (株式会社ケイズプロパティー), an
		indirectly wholly-owned subsidiary of the Company, as the
		purchaser; and
	(b)	Takeda Kousan Ltd* (有限会社武田興産) and Mr. Yoshio
		Takeda (武田宜士), as the vendors.
Information on the	The Properties consist of (i) a parcel of land with a total area of
Properties	649.85 square metres and (ii) a seven-storey building situated at
	1517-1,1517-2 and 1518-1, Sumiyoshimachi, Nagasaki City,
	Japan, with a total area of approximately 2,800 square metres,
	comprising residential units, clinics, banks and parking space.
	As of the date of this announcement, a total gross floor area of
	approximately 2,360 square metres of the Properties are subject
	to subsisting leases. The following table sets out the financial
	information relating to such subsisting leases:
			For the	For the
			year ended	year ended
			31 October	31 October
			2019	2020
	Net profit generated	Approximately	Approximately
	from subsisting leases	JPY39.9 million	JPY37.6 million
	before taxation1
	Net profit generated	Approximately	Approximately
	from subsisting leases	JPY39.9 million	JPY34.4 million
	after taxation2

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	Note:
	1. The net profit before taxation is calculated by the Directors with their
	best estimation by taking into account the estimated operation expenses
	assessed by an independent third party property valuer for the
	aforementioned period.
	2. The net profit after taxation is calculated by the Directors with their
	best estimation by assuming the Vendors paid the profit tax at the
	maximum profit tax rate under applicable statutory requirements in
	Japan in respect of all rental income generated from the Properties for
	the aforementioned periods.
Consideration and	The Consideration for the Properties is JPY442 million
payment terms	(inclusive of consumption tax of JPY12 million). The
	Consideration shall be settled by the Purchaser in a lump sum
	payment to the Vendors on the date of completion of the
	Acquisition.
	The Consideration was determined between the parties after
	arm's length negotiations and on normal commercial terms,
	taking into account (i) the valuation of the Properties conducted
	by an independent third party property valuer of JPY410 million
	as at 22 January 2021, (ii) the current market conditions, (iii) the
	location and condition of the Properties, and (iv) the expected
	rental income and the potential growth of rental and value of the
	Properties. The Directors considered that the Consideration is
	fair and reasonable and is in the interests of the Company and
	the Shareholders as a whole. The Consideration will be funded
	by bank loans.
Conditions precedent	The completion of the Acquisition is subject to among others,
	the Vendors novating the subsisting lease agreements to the
	Purchaser, who shall be the new lessor.
Completion	Completion of the Acquisition is expected to take place on or
	before 20 April 2021, following the satisfaction or waiver of the
	conditions precedent, or on such other date as the parties may
	agree.

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REASONS FOR THE ACQUISITION

As disclosed in the Company's previous announcements, annual reports and interim reports, the Group has been actively exploring opportunities to enhance and diversify its revenue stream. The Directors, taking into account various factors such as the location, condition and potential appreciation in value of the Properties, consider that the Acquisition provides an excellent opportunity for the Group to (i) expand its property investment portfolio, which will allow the Group to benefit from any future capital appreciation and (ii) generate a new source of rental income which can serve as the Group's stable source of cash flow and revenue. Overall, the Board considers that the Acquisition will strengthen the Group's income base and is beneficial to the Group's financial position in the long run.

The Board considers that the terms of the Acquisition Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisition Agreement exceed 5% but are all below 25%, the entering into of the Acquisition Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

INFORMATION ON THE VENDORS

Vendor 2 is a company incorporated under the laws of the Japan and headquartered in Nagasaki, Japan, principally engaged in real estate rental business in Japan. Based on information provided by the Vendors, the sole ultimate beneficial owner of Vendor 2 is Vendor 1. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Vendor 2 and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

INFORMATION ON THE GROUP AND THE PURCHASER

The Group is principally engaged in the business of operating pachinko halls in Japan. The Group is currently operating 17 pachinko halls in the Kyushu, Kanto, Kansai and Chugoku regions in Japan. The Purchaser was incorporated under the laws of Japan, and is an indirectly wholly-owned subsidiary of the Company mainly for holding the real estate property used in the Group's business operations.

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DEFINITIONS
''Acquisition''	the acquisition of the Properties by the Purchaser from the
	Vendors pursuant to the terms and conditions of the Acquisition
	Agreement
''Acquisition	the agreement dated 7 April 2021 entered into by the Purchaser
Agreement''	and the Vendors in respect of the Acquisition
''Board''	the board of Directors
''Company''	Okura Holdings Limited
''connected persons''	has the meaning ascribed to it under the Listing Rules
''Consideration''	the total consideration of the Acquisition in the sum of JPY442
	million (inclusive of consumption tax of JPY12 million)
''Director(s)''	director(s) of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	Hong Kong Special Administrative Region of the PRC
''JPY''	Japanese Yen, the lawful currency of Japan
''Listing Rules''	Rules Governing the Listing of Securities on the Stock Exchange
''PRC''	the People's Republic of China, and for the purpose of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
''Properties''	a parcel of land with a total area of 649.85 square metres and a
	seven-storey building situated at 1517-1,1517-2 and 1518-1,
	Sumiyoshimachi, Nagasaki City, Japan, as described in
	''Information of the Properties'' in this announcement
''Purchaser''	K's Property Co., Ltd.* (株式会社ケイズプロパティー), an
	indirectly wholly-owned subsidiary of the Company
''Shareholders''	holders of the Shares
''Shares''	ordinary shares of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

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''subsidiary''	has the meaning ascribed to it under the Listing Rules
''Vendor 1''	Mr. Yoshio Takeda (武田宜士), an independent third party of
	the Company
''Vendor 2''	Takeda Kousan Ltd* (有限会社武田興産), a company
	incorporated under the laws of Japan, an independent third
	party of the Company
''Vendors''	collectively, Vendor 1 and Vendor 2
	For and on behalf of the Board
	Okura Holdings Limited
	Katsuya YAMAMOTO
	Chief Executive Officer, Executive Director and
	Chairman of the Board

Hong Kong, 7 April 2021

As at the date of this announcement, the Board comprises seven Directors, of which (i) four are executive Directors, namely Mr. Katsuya YAMAMOTO, Mr. Fumihide HAMADA, Mr. Yutaka KAGAWA and Mr. Toshiro OE; and (ii) three are independent non-executive Directors, namely Mr. Mitsuru ISHII, Mr. Yuji MATSUZAKI and Mr. Kazuyuki

YOSHIDA.

• For identification purpose only

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