ARTICLES OF INCORPORATION
OF
NISSHIN TRANSPORTATION CO., LTD.
(Amended as of June 20, 2016)
Chapter I General Provisions
Article 1. (Corporate name)
This Company shall be Nisshin Transportation Co., Ltd. in English translation.
Article 2. (Corporate purpose)
The purpose of this Company shall be to carry on the following businesses:
Truck forwarding business
Freight forwarding business
Ocean forwarding business
Coastal forwarding business
Domestic Shipping business
Air Freight forwarding agency
Ocean Freight forwarding agency
Freight forwarding business other than the preceding items and using freight business
Customhouse agency
Packaging business
Warehouse business
Consulting on the articles above
Construction industry
Sales, import / export, rental and leasing of the following goods:
Transportation, cargo handling, packaging, storage equipment and its parts, accessories, packaging materials, Various medicines, quasi-drugs, cosmetics, medical devices and their parts and accessories, Poisonous materials, computers, computer peripherals and terminals, computer software, video software
Ancient goods dealer
Real estate rental business
Worker dispatch business
Industrial waste collection and transportation
Industrial waste and general waste treatment business
Insurance agency based on Automobile Liability Law
Any service regarding the articles above
Article 3. (Location of head office)
The company shall have its head office in Osaka city.
Article 4. (Committee Systems)
The Company shall have Shareholder’s meeting, Directors, Board of Directors, and Auditors.
Article 5. (Method of public notices)
Our public notices will be on government gazette.
Chapter II Shares
Article 6. (Total Shares authorized to be issued)
The total number of shares authorized to be issued by the Company shall be 6,400,000 shares.
Article 7. (Stock transfer limitation)
Shareholder or acquires must achieve the authorization by shareholder’s meeting to transfer or newly acquire share of stock.
Article 8. (Issuing shares)
Our company will not issue shares of stock.
Any concerns on share of stock follow the share of stock regulations.
Chapter III General Meeting of Shareholders
Article 9. (Holding stockholder’s meetings)
Annual general shareholder’s meeting will be held on June. A special shareholder’s meeting will be held by the Representative Director upon Board of Director’s decision. If the Representative Director is unable to do so, other Director who is in previously specified order will take over the action.
Article 10. (Chairman)
Representative director will be the chairman. If the Representative director is unable to do so, other Director who is in previously specified order will take over the action.
Article 11. (Method of adopting resolutions)
Unless otherwise provided by laws, regulations or these Articles of Incorporation, resolutions at a General Meeting of Shareholders shall be adopted by a majority of the votes of the shareholders who are present in such meeting and are entitled to vote.
Chapter IV Directors, Audits, and Board of Directors
Article 12. (The number of directors and audits)
The company shall have not more than 10 Directors, and not more than 2 Audits
Article 13. (Election)
For the adoption of resolutions for the election of Directors or Audits, the presence of shareholders representing one-third or more of the voting rights of shareholders who are entitled to vote shall be at the General Meeting of Shareholders to vote. Achievement of 50% or more votes is required to be elected.
Resolutions of Directors under the preceding paragraph shall not be made by cumulative voting
Article 14: (Terms of Directors and Audits)
The term of office of Directors shall expire at the close of the final Ordinary General Meeting of Shareholders for the last business year that will end within one year after their election (four years for Audits); provided however that the term of office of those Directors who have assumed office for the Directors who have resigned will take over the former directors’ term.
Article 15: (Representative Director)
By resolution of the Board of Directors, the company elects a Representative Director.
Article 16: (President)
The Board of Directors can select the President, and Managing Directors upon necessity. The President must be the Representative Director.
Article 17: (Board of Director)
The Board of Director has the right to make the decision over the management of the company unless otherwise provided by laws, regulations or these Articles of Incorporation.
Article 18: (Convening the Directors)
The President convenes the Board meeting. If the Representative director is unable to do so, other Director who is in previously specified order will take over the action. The meeting will be notified to the Directors and Audits three days prior to the meeting. In emergency, the term can be shortened.
Article 19: (Resolution of the Board)
The half or more Directors must attend the Board meeting and agreement of half or more of the attendance is necessary to make the resolution.
However, submission of the approval in writing or electromagnetic recording by the entire member of the Board of Director is equivalent to the resolution in the previous paragraph unless Audits are against.
Article 20: (compensation)
Shareholder’s meeting decides the amount of compensation or any financial benefits from the company given to Directors and Audits
Article 21: (Board of Directors Regulation)
In addition to what is provided by laws, regulations or these Articles of Incorporation, the matters concerning the board of Directors shall be governed by the Board of Directors.
Chapter V Accounts
Article 22: (fiscal term)
The fiscal term of the company shall start on April 1 every year and end on March 31 of the following year.
Article 23: (Year-end dividend)
Any distributions of surplus by the company (Year-end dividend) shall be to the shareholders of registered pledges as of March 31 of each year by the resolution of Shareholder’s meeting.
Article 24: (midterm dividend)
Any distributions of surplus by the company (midterm dividend) may be to the shareholders of registered pledges as of September 30 of each year by specified in items of Article 454, paragraph 5 of the company law.
Article 25: (statute limitation)
The company is discharged from the payment if the shareholders failed to receive either Year-end dividend or midterm dividend after three years since the effective date of the payment.