Dear Mikami san,
I hope you are doing well.
I would like to clarify some issue regarding share transfer and director change of K2 logistics Ltd.
1. Transfer of Capital Reserve to Capital in accordance with the Applicable Laws and Regulations
Current Position:
Capital: JPY 2,000,000
Capital Reserve: JPY 21,308,693
After the Change:
Capital: JPY 23,308,693
Answer:Yes, after the allotment process, the amounts will be converted as share capital.
Action Plan:
Currently, we are waiting for 01 encashment certificate. Once we receive the certificate, we can prepare the necessary documents for the allotment of the above capital reserve, we are following up Mustafiz San for that encashment certificate.
At that time, the total number of shares will be 233,087 shares.
2. Purchase and Transfer of Shares in K2BD Held by Kenji Mitani and Ryoma Mitani to MONOBATON Co., Ltd.
Current Position:
Ryoma Mitani: JPY 800,000 (40%)
Kenji Mitani: JPY 600,000 (30%)
After the Change:
MONOBATON Co., Ltd.: JPY 22,708,693 (97%)
Hiroki Mitani: JPY 600,000 (3%)
Answer:No, MONOBATON Co., Ltd. can not currently purchase the shares held by Mr. Kenji Mitani. However, as Mr. Kenji Mitani has passed away, the transfer of his shares must first be addressed through the applicable succession process.
After completion of the succession process, Mr. Kenji Mitani’s shares will be transferred to his legal successor(s) in accordance with the relevant succession documents. Depending on the outcome of the succession process, the shares may be transferred to Mr. Ryoma Mitani, Ms. Hiromi Mitani, or another eligible successor.
Once the shares have been legally transferred to the successor(s), the successor(s) may transfer the shares to another party, or MONOBATON Co., Ltd. may purchase the shares from them, subject to the applicable laws and procedures.
Action Plan:We will share the required list of documents for the succession process on Sunday. Once we receive the necessary succession documents, Mr. Kenji Mitani’s shares can be transmitted to the relevant successor(s) in accordance with the succession documentation.
After the succession process is completed, the successor(s) can transfer the shares to MONOBATON Co., Ltd., and we can then prepare the necessary share transfer documents.
3. Change of Directors
Current Directors:
Hiroki Mitani
Kenji Mitani (resigning)
Ryoma Mitani (resigning)
Proposed Directors:
Hiroki Mitani
Takamune Nagano (newly appointed)
Answer:Yes, we can proceed according to your proposed plan. However, after completing the share transmission and share transfer process, we can proceed with the director change.
In addition, MONOBATON Co., Ltd. can appoint a person of its choice to represent the company, subject to the applicable legal and corporate requirements.
Action Plan:We will prepare the necessary documents for the director change during the share transmission and transfer process once the process has commenced.
4. Preparation of a Customer Agreement
I requested the preparation and confirmation of the contract contents on June 17.
Answer:We will review the proposed contract.
Action Plan:We are currently reviewing the contract contents and will provide you with an update accordingly.
In addition, I am sharing a summary of the current and proposed shareholding positions for your reference. Please find the attached shareholding position summary.
Please feel free to let me know if you have any questions or require any further clarification.
Best Regards,Sheak Abdul Hadi