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March 25, 2016
NICCA CHEMICAL CO., LTD.
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Articles of Incorporation of Nicca Chemical Co., Ltd.
Chapter 1 General Provisions
Article 1 (Trade Name)
The trade name of the Company shall be Nikka Kagaku Kabushiki Kaisha and
it is indicated as Nicca Chemical Co., Ltd., in English.
Article 2 (Business Purposes)
The purpose of the Company shall be to engage in the following businesses:
(i) Production and distribution of surface acting agents
(ii) Production and distribution of chemicals and other oil and fat processed
products
(iii) Production and distribution of pharmaceuticals, quasi-drugs, and
cosmetics
(iv) Import and distribution of pharmaceuticals, quasi-drugs, cosmetics,
surface acting agents, chemicals, and other oil and fat processed products
(v) Production and processing and distribution of Japanese and machine-
made paper and synthetic paper
(vi) Production of paper and production and distribution of chemical fibers
and hardened fiberboards
(vii) Production, processing, and distribution of paper containers and other
packaging materials
(viii) Purchase and distribution of industrial property rights and know-how
related to each preceding item
(ix) Cleaning and repair contract work inside and outside buildings and
facilities
(x) Travel agency business
(xi) Distribution and import/export of food and soft drinks
(xii) Distribution and import/export of clothing items and convenience
goods
(xiii) Distribution of office appliances and office supplies
(xiv) Production and distribution of seeds, seedlings, vegetables, flower
and ornamental plants, and other farm products
(xv) Production, processing, and distribution of agricultural medicines and
materials
(xvi) Production, distribution, and import/export of poisonous materials
(xvii) Production, distribution, and import/export of health foods, such as
proteins, to promote health
(xviii) Security services
(xix) Comprehensive leasing business
(xx) Design, production, distribution, construction, repair, installation,
maintenance, and consignment business of various equipment,
apparatuses, and systems for the chemical industry, textile industry,
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nuclear industry, electronics and IT industry, food industry, pharmaceutical
industry, environmental protection, and security, storage and transport
(xxi) Design, construction, and supervision of construction work, civil
engineering work, installation work of equipment, and other construction
work in general
(xxii) Any business related to each preceding item
Article 3 (Location of Head Office)
The Head Office of the company shall be located in Fukui City.
Article 4 (Organizations)
In addition to the General Meeting of Shareholders and the Directors, the Company
shall also establish the following organizations:
(1) Board of Directors
(2) Corporate Auditors
(3) Board of Statutory Auditors
(4) Accounting Auditors
Article 5 (Method of Public Notice)
The method of public notice of the Company shall be by electronic public
notice. However, in the event electronic public notice becomes impossible
because of unavoidable circumstances, such as an accident, announcements
shall be published in the Nihon Keizai Shimbun
Chapter 2 Shares
Article 6 (Total Number of Authorized Shares)
The total number of authorized shares issuable by the Company shall be
44,932,000.
Article 7 (Acquisition of Company's Shares)
The Company may, by a resolution adopted by the Board of Directors, acquire
its own shares pursuant to the provisions of Article 165, Paragraph 2 , of the
Companies Act.
Article 8 (Number of Shares Constituting One Unit of Shares)
The number of shares constituting one unit of the shares of the Company shall be
one hundred (100).
Article 9 (Rights Related to Shares Less Than One Unit)
A shareholder of the Company is not entitled to exercise any rights with
respect to shares constituting less than one unit held by such shareholders
except for any of the following rights:
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(1) Rights stipulated in each item of Article 189, Paragraph 2 , of the
Companies Act
(2) Right to demand stipulated in Article 166, Paragraph 1, of the Companies
Act
(3) Right to receive an allotment of offered shares or offered stock acquisition
rights to be offered in proportion to the number of the shares held
(4) Right to make a request specified in the following article
Article 10 (Additional Purchase of Shares Constituting Less Than One Unit)
Shareholders of the Company who hold shares constituting less than one unit
may, pursuant to the Share Handling Regulations, demand that the Company
sell to the shareholder a number of shares that, together with such shares,
will constitute one unit.
Article 11 (Shareholder Register Administrator)
The Company shall have a Shareholder Register Administrator.
2 The Company shall, by a resolution adopted by the Board of Directors, appoint a
Shareholder Register Administrator and designate the location for the handling of
its business.
3 The preparation and retention of the shareholders' register and the share option
register of the Company, as well as any other business related to the
shareholders' register and the share option register, shall be entrusted to the
Shareholder Register Administrator and shall not be handled by the Company.
Article 12 (Share Handling Regulations)
All share administration procedures and fees related to the Company's shares
shall be governed by laws and regulations or these Articles of Incorporation,
as well as by the Share Handling Regulations established by a resolution
adopted by the Board of Directors.
Chapter 3 General Meeting of Shareholders
Article 13 (Convening of General Meeting of Shareholders)
An Ordinary General Meeting of Shareholders of the Company shall be
convened in March every year and an Extraordinary General Meeting of
Shareholders may be convened whenever necessary.
Article 14 (Record Date of Ordinary General Meeting of Shareholders)
The record date for voting rights at the Company's Ordinary General Meeting
of Shareholders shall be December 31 of every year.
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Article 15 (Convener and Chairperson)
The president of the board shall convene and chair the General Meeting of
Shareholders.
2 In the event of an accident involving the president of the board, one of the
other Directors shall convene a General Meeting of Shareholders a nd
serve as the chairperson in the order prescribed by the Board of Directors.
Article 16 (Method of Resolution)
A resolution of the General Meeting of Shareholders shall be adopted by a majority
of the voting rights held by the shareholders present and entitled to exercise voting
rights attending shareholders' votes unless otherwise provided for in laws and
regulations or these Articles of Incorporation.
2 Resolutions provided for in Article 309, Paragraph 2, of the Companies Act
shall be adopted by no less than two-thirds (2/3) of the voting rights held
by the shareholders present at the meeting, at which no less than one-third
(1/3) of the voting rights of all shareholders entitled to exercise voting
rights are present.
Article 17 (Exercise of Voting Rights by Proxy)
A shareholder may exercise voting rights by appointing one (1) person to
serve as a proxy who shall be a shareholder of the Company entitled to
exercise voting rights.
2 Such shareholder or proxy shall submit to the Company a document
evidencing the power of attorney for each General Meeting of Shareholders.
Article 18 (Minutes of General Meeting of Shareholders)
An outline of the progression of proceedings and the results of the General
Meeting of Shareholders and other items provided for in laws and regulations
shall be recorded in the minutes.
Article 19 (Internet Disclosure and Deemed Provision of Reference Documents for
General Meeting of Shareholders)
The Company, when convening a General Meeting of Shareholders, may
deem that it has provided shareholders with information that should be stated
or presented in the reference materials for general meetings of shareholders,
business report, financial statements, and consolidated financial statements
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by disclosing such information on the Internet in accordance with Ministry of
Justice ordinances.
Chapter 4 Directors and Board of Directors
Article 20 (Number of Directors)
The Company shall have no more than twelve (12) Directors.
Article 21 (Appointment of Directors)
Resolutions to elect Directors of the Company shall be adopted by a majority
vote of the shareholders present at the General Meeting of Shareholders
where the shareholders holding one-third (1/3) or more of the voting rights of
the shareholders entitled to exercise voting rights are present.
2 Cumulative voting shall not be used in adopting a resolution for the election
of Directors.
Article 22 (Term of Office of Directors)
The term of office of a Director shall expire at the close of the Ordinary
General Meeting of Shareholders for the last fiscal year ending within one (1)
year after appointment.
Article 23 (Representative Directors and Directors with Management Positions)
The Board of Directors shall select Representative Directors by resolution.
2 The Board of Directors may select one Chairperson of the Board, one
President of the Board, a few Vice Presidents of the Board, Senior
Managing Directors, and Managing Directors by resolution.
Article 24 (Convener and Chairperson of the Board of Directors)
Unless otherwise provided by laws and regulations, the President of the
Board shall convene and chair meetings of the Board of Directors.
2 In the event that the President of the Board is prevented from so acting due
to an accident or post vacancy, the Chairperson of the Board shall convene
and chair meetings of the Board, and in the event of an accident involving
the Chairperson of the Board, one of the other Directors shall convene the
Board of Directors and serve as the chairperson in the order prescribed by
the Board of Directors.
Article 25 (Convocation Notice of Board of Directors)
Notice of a meeting of the Board of Directors shall be given to each Director
and Statutory Auditor at least five (5) days before the day of the meeting.
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However, in case of emergency, such notice period may be shortened.
2 Meetings of the Board of Directors can be held without proceeding with the
convocation when all Directors and Statutory Auditors agree.
Article 26 (Method for Resolution of Board of Directors)
Resolutions of the Board of Directors shall be adopted by a majority of the
Directors present when a majority of the Directors entitled to participate in the
vote are present.
2 The Company shall deem that the resolution of the Board of Directors has
been adopted on an item intended for resolution by the Board of Directors in
the event that it meets the requirements set forth in Article 370 of the
Companies Act.
Article 27 (Minutes of Meetings of the Board of Directors)
The progression outline of proceedings, results of meetings of the Board of
Directors, and other items provided for in laws and regulations shall be stated
and recorded in the minutes, and the Directors and Statutory Auditors present
shall affix their names and seals thereto or put their electronic signatures
thereon.
Article 28 (Counselors and Advisors)
The Company may, by a resolution adopted by the Board of Directors, appoint
Counselors and Advisors.
Article 29 (Rules of Board of Directors)
All matters related to the Board of Directors shall be governed by laws and
regulations or these Articles of Incorporation, as well as by the Rules of the
Board of Directors established by a resolution adopted by the Board of
Directors.
Article 30 (Remuneration)
Remuneration, bonuses, and other financial benefits of the Directors received
from the Company in consideration of the performance of duties shall be
determined by a resolution adopted at a General Meeting of Shareholders.
Article 31 (Exemption from Liability for Directors)
The Company may exempt Directors (including those who were Directors) from
liability under Article 423, Paragraph 1, of the Companies Act, if they perform their
duties in good faith and without gross negligence, by a resolution adopted by the
Board of Directors and to the limit set forth by laws and regulations.
2 The Company may enter into an agreement with an External Director to
bear responsibility as an External Director under Article 423, Paragraph 1,
of the Companies Act up to the amount prescribed by laws and regulations
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if the person performs the duties in good faith and without gross
negligence.
Chapter 5 Statutory Auditors and Board of Statutory Auditors
Article 32 (Number of Statutory Auditors)
The Company shall have no more than four (4) Statutory Auditors.
Article 33 (Appointment of Statutory Auditors)
Resolutions to elect statutory auditors of the Company shall be adopted by a
majority vote of the shareholders present at the General Meeting of
Shareholders where the shareholders holding one-third (1/3) or more of the
voting rights of the shareholders entitled to exercise voting rights are present.
Article 34 (Term of Office of Statutory Auditors)
The term of office of a statutory auditor shall expire at the close of the
Ordinary General Meeting of Shareholders for the last fiscal year ending
within four (4) year after appointment.
2 The term of office of a Statutory Auditor elected to fill a vacancy shall be for
the balance of the unexpired term of office of the predecessor.
Article 35 (Fulltime Statutory Auditors)
A Fulltime Statutory Auditor shall be appointed by a resolution adopted by the
Board of Statutory Auditors.
Article 36 (Convocation Notice of Board of Statutory Auditors)
Notice of a meeting of the Board of Statutory Auditors shall be given to each Statutory
Auditor at least five (5) days before the day of the meeting. However, in case of
emergency, such notice period may be shortened.
2 The Board of Statutory Auditors meeting can be held without proceeding
with the convocation when all Statutory Auditors agree.
Article 37 (Method for Resolution of Board of Statutory Auditors)
A resolution of the Board of Statutory Auditors shall be adopted by a majority of
statutory auditor's votes unless otherwise provided by laws and regulations.
Article 38 (Minutes of Meetings of the Board of Statutory Auditors)
An outline of the progression of proceedings, results of meetings of the Board
of Statutory Auditors, and other items provided for in laws and regulations
shall be stated and recorded in the minutes, and the Statutory A uditors
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present shall affix their names and seals thereto or put their electronic
signatures thereon.
Article 39 (Rules of Board of Statutory Auditors)
All matters related to the Board of Statutory Auditors shall be governed by
laws and regulations or these Articles of Incorporation, as well as by the
Rules of the Board of Statutory Auditors established by a resolution adopted
by the Board of Statutory Auditors.
Article 40 (Remuneration)
Remuneration, bonuses, and other financial benefits of the Statutory Auditors
received from the Company in consideration of the performance of duties
shall be determined by a resolution adopted at a General Meeting of
Shareholders.
Article 41 (Exemption from Liability for Statutory Auditors)
The Company may exempt Statutory Auditors (including those who were
Statutory Auditors) from liability under Article 423, Paragraph 1, of the
Companies Act, if they perform their duties in good faith and without g ross
negligence, by a resolution adopted by the Board of Directors and to the limit
set forth by laws and regulations.
2 The Company may enter into an agreement with an Outside Auditor to bear
responsibility as an Outside Auditor under Article 423, Paragraph 1, of the
Companies Act, up to the amount prescribed by laws and regulations if the
person performs the duties in good faith and without gross negligence.
Chapter 7 Accounts
Article 42 (Business Year)
The Company's business year is one year from January 1 to December 31 of every
year.
Article 43 (Record Date for Dividends of Surplus)
The record date of year-end dividends of the Company shall be December 31 of
each year.
2 In addition to the preceding paragraph, a dividend from the surplus may be
made by specifying a record date.
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Article 44 (Interim Dividends)
The Company may make interim dividends setting June 30 each year as the
record date by a resolution adopted by the Board of Directors.
Article 45 (Release from Dividends Payment Obligation)
If assets to be distributed as dividends are cash, the Company shall be
exempt from the obligation to pay dividends if such dividends are not received
for three (3) full years following the date when payment becomes due.
This Regulation shall come into effect as from June 26, 1989.
Amended on June 22, 1990 (addition of the business purposes)
Amended on June 23, 1992 (change to method of public notification)
Amended June 29, 1994 (addition of business purposes, addition of items
relating to practical shareholders, addition of the Board of Corporate Auditors
system, and changes to term of office and number of statutory auditors)
Amended on June 29, 1997 (addition of the business purposes)
Amended on June 26, 1998 (addition of the items relating to the cancellation of
stocks)
Amended on June 27, 2002 (each change due to revisions to the Com mercial
Code, and wording revisions)
Amended on June 25, 2003 (relaxation of quorum in special resolution, change
of term of office of statutory auditor, adding to holdings of shares less than one
unit, and addition of stock-certificate expiration system)
Amended on June 23, 2005 (addition of items relating to acquisition of treasury
stock, changes in number and term of office for Directors, addition of
responsibility reduction system for Directors and statutory auditors, and
addition of substitute statutory auditor system)
Amended on May 1, 2006 (deemed change due to the enforcement of the
Companies Act)
Amended on June 27, 2006 (as a result of the enforcement of the Companies
Act)
Amended on June 26, 2007 (change in the number of Directors)
Amended on June 24, 2009 (deemed change due to the digitization of share
certificates)
Amended on June 25, 2013 (changes in the accounting period)
Amended on September 26, 2014 (change in the number of shares per unit and
addition of the supplementary regulations)
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Amended on November 4, 2014 (entry into force of the above and the removal
of the supplementary regulations)
Amended on March 25, 2016 (addition of the business purposes)
Bangladesh Investment Development Authority (BIDA)
Prime Minister's Office
Ref No: OPN-04Feb2021-00001 Date: 11 March 2021
General Manager,
NICCA CHEMICAL CO., LTD.
Suvastu Suraiya Trade Center, 3A(3rd Floor), 57 Kamal Ataturk Avenue, Block-B, Banani, Banani
Dhaka-1213
Sub: Permission for opening of Liaison Office
Dear Sir,
With reference to your applications received on 04 February 2021 & 10.03.2021 on the above subject, this is to inform you that according to the
decision of 300 Interministerial Committee meeting held on 28.02.2021, the Bangladesh Investment Development Authority of Bangladesh has been
pleased to allow you to open Liaison Office in Dhaka for a priod of 3 years with effect from 01.03.2021 on the following terms and condition:-
1. The activities of your Liaison Office shall remain confined to Marketing, researching and seeking the possibility in Bangladesh for textile chemical,
manufacture and sale of surface active agents and cosmetics, synthetic paper, Textile plates, packaging materials..
2. You shall have to report to Bangladesh Bank within 30(thirty) days of obtaining permission from Bangladesh Investment Development Authority to
establish in Bangladesh a branch office or liaison office or representative office or any other place of business for carrying on any activity of a
commercial nature and the same reported letter shall have to submit to BIDA for recording.
3. In case you intend to continue your office beyond the period approved in this order, you shall have to apply for necessary renewal in the prescribed
form at least 2(two) months before expiry of present term.
4. Ministry of Home will issue security clearance in favour of your office after verification.
5. If you intend to employ any foreign national(s) in your office, prior government approval should be obtained from this Authority. In this context,
you are to ensure appointment of 5(five) local people at your office preferably in executive position under appropriate pay structure against l(one)
foreign national.
6. While operating, your business programme in this country, you shall have to abide by the rules, regulations, orders and instructions issued by the
Government of Bangladesh from time to time.
7. All operational, functional and establishment costs including salaries of the expatriates and local employees in your office will be met on receipt of
remittance from abroad.
8. No outward remittance of any kind from Bangladesh sources will be allowed.
9. You shall have to open an account with any scheduled Bank of Bangladesh for receipt of remittance to meet the expenses mentioned in condition-7 &
8 above.
10. Quarterly return of income and expenditure out of remittance receipt from abroad shall have to be submitted to this Authority, Deputy
Commissioner of Taxes, Companies Circle-17 or clrcle-59(as applicable) and Bangladesh Bank.
11. Any change of your present address should be intimated to this Authority for necessary action before the change is actuated.
12. The permission issued under this order does not exempt you from the responsibility for obtaining clearance from any other Govt. agency if required
under the existing Laws/Rules of the country.
13. You are not entitled to open any other business establishment beyond what has been sanctioned under the coverage of this order. If you intend to
open any business establishment other than this, you have to apply separately.
14. Income tax shall have to be deducted at source while paying house rent, salaries, bills for supply of goods, services and contract work &
subsequently to be deposited to the government accounts as per provisions of Income Tax Ordinance, 1984.
15. The permission issued under this order may be revoked, suspended and altered either in part or whole and new condition be added at any time
without assigningany reason thereof.
16. The Company shall have to bring inward remittance of at least US$ 50,000.00 within 2 (two) months from the date of issue of permission letter as
established cost and 6 months operational expenses failing which the Company shall have to remit 5% additional amount for each month.
Bangladesh Investment Development Authority, Prime Minister's Office, Plot # E-6/B, Agargaon, Sher-E-Bangla Nagar, Dhaka-1207.
Phone : PABX 88-02-55007241-5, Fax : 88-02-55007238, E-mail : info@bida.gov.bd, Web : www.bida.gov.bd
To verify the authenticity of the approval copy, please scan the QR code & log on to https://bidaquickserv.org. Document Generated Time: 3/11/2021, 11:44:01AM
( Faizur Rabbee )
Assistant Director
Phone: 55007231
Your Faithfully
Copy forwarded for information and necessary action (Not according to seniority):
1. Bangladesh Bank, Motijheel C/A,Dhaka (Attention: The Governor).
2. Ministry of Foreign affairs, Segunbagicha, Dhaka (Attention: Foreign Secretary).
3. Ministry of Home Affairs, Bangladesh Secretariat, Dhaka (Attention: The Secretary).
4. National Board of Revenue, Segunbagicha, Dhaka (Attention: The Chairman).
5. Registrar of Joint Stock Companies & Firms, TCB Bhaban, Karwan Bazar, Dhaka (Attention: The Register)
6. Kotaro Takeuchi, General Manager, NICCA CHEMICAL CO., LTD., Dhaka
Bangladesh Investment Development Authority, Prime Minister's Office, Plot # E-6/B, Agargaon, Sher-E-Bangla Nagar, Dhaka-1207.
Phone : PABX 88-02-55007241-5, Fax : 88-02-55007238, E-mail : info@bida.gov.bd, Web : www.bida.gov.bd
To verify the authenticity of the approval copy, please scan the QR code & log on to https://bidaquickserv.org. Document Generated Time: 3/11/2021, 11:44:01AM