Information on General Meeting of Shareholders
|Listing market||On the 1st Section of the Tokyo Stock Exchange|
|Date of listing||October 23, 2013|
|Fiscal year||October 1 to September 30|
|Ordinary General Meeting of Shareholders||December|
|Number of share trading unit||100 shares|
|Shareholder register administrator||Tokyo Securities Transfer Agent Co., Ltd.
3-11 Kandanishikicho, Chiyoda-ku, Tokyo
|Place handling the purchase of fractional
shares less than the trading unit
|Head office, Tokyo Securities Transfer Agent Co., Ltd.
3-11 Kandanishikicho, Chiyoda-ku, Tokyo
|Purchasing commission||Free of charge|
|Method of public notification||Public notices are made electronically on the Company’s website.
In the event that a notice cannot be posted electronically due to an accident or other unavoidable circumstances, notices will be published in the Nihon Keizai Shimbun newspaper.
|Contact information||0120-49-7009 (Business Center, Tokyo Securities Co., Ltd.)|
State of shareholders
State of major shareholders
As of September 30, 2019
|Name or Company Name||Address||Number of shares held
|Ratio of number of shares held to total number of shares outstanding (excluding treasury shares) (%)|
|Japan Trustee Services Bank, Ltd. (trust account)||1-8-11 Harumi, Chuo-ku, Tokyo||1,722||12.03|
|Toagosei Co., Ltd.||1-14-1 Nishi-Shimbashi, Minato-ku, Tokyo||748||5.23|
|Susumu Tamaki||Suma-ku, Kobe-shi, Hyogo||575||4.02|
|MUFG Bank, Ltd.||2-7-1 Marunouchi, Chiyoda-ku, Tokyo||568||3.97|
|Sumitomo Mitsui Banking Corporation||1-1-2 Marunouchi, Chiyoda-ku, Tokyo||568||3.97|
|Sumitomo Mitsui Trust Bank, Limited||1-4-1 Marunouchi, Chiyoda-ku, Tokyo||568||3.97|
|BOT Lease Co., Ltd.||2-7-1 Nihonbashi, Chuo-ku, Tokyo||564||3.94|
|Mitsui Sumitomo Insurance Co., Ltd.||3-9 Kanda Surugadai, Chiyoda-ku, Tokyo||530||3.71|
|The Master Trust Bank of Japan, Ltd. (trust account)||2-11-3 Hamamatsucho, Minato-ku, Tokyo||457||3.20|
|Meiji Yasuda Life Insurance Company||2-1-1 Marunouchi, Chiyoda-ku, Tokyo||337||2.36|
- In addition to the above, the Company holds its treasury shares of 188,314.
- Although it is specified in the Large Shareholding Report dated April 22, 2019, available for public inspection, that Sumitomo Mitsui DS Asset Management Company, Limited holds the following shares as of April 15, 2019, we are unable to confirm the actual number of shares held as of September 30, 2019. Therefore, the company is not included in the aforementioned state of major shareholders.
|Name or company name address||Address||Number of share certificates, etc. held (shares)||Holding ratio of share certificates, etc. (%)|
|Sumitomo Mitsui DS Asset Management Company, Limited||28F Atago Green Hills MORI Tower
2-5-1 Atago, Minato-ku, Tokyo
As of September 30, 2019
|Type||Stock Information (The number of unit (tangen) shares is 100 shares)||Shares less than one unit (shares)|
|National government and local governments||Financial institutions||Securities companies||Other domestic entities||Foreign entities||Individuals, others||Total|
|Other than individuals||Individuals|
|Number of shareholders||―||24||27||35||72||1||3,053||3,212||―|
|Number of shares (trading units) held||―||57,377||1,673||22,974||7,073||10||55,846||144,953||8,554|
|Share ownership ratio (%)||―||39.58||1.15||15.85||4.88||0.01||38.53||100.00||―|
(Note) 188,314 shares of treasury stock are included as 1,883 trading units in "Individuals, others" and as 14 shares in "Shares less than one unit".
Stock Split History
The Company conducted a 2-for-1 stock split with January 31, 2020 (Friday) as the record date.
Credit Rating Information
The Company has not obtained any credit ratings.
The Company has not issued any bonds.
The Company recognizes the return of profits to shareholders as one of management’s highest priorities. Our fundamental policy is to pay shareholders a stable dividend over the long term and we will work to achieve continuous enhancement of corporate value, aiming to increase dividend per share by further strengthening our management structure and thereby bolstering our ability to generate stable earnings.
Meanwhile, we plan to use our internal reserves to make strategic investments in growth areas and expand our overseas business in the future.
The Company plans to pay a year-end dividend for the fiscal year under review of 37 yen per share.
Combined with the interim dividend of 37 yen per share already paid on June 11, 2019, this will bring the annual dividend to 74 yen per share.
The Company’s Articles of Incorporation state that, unless otherwise provided for by laws and regulations, the Company may make distribution of surplus based on a resolution of the Board of Directors.
The Articles of Incorporation also state that the Company may, by resolution of the Board of Directors, pay interim dividends, the record date of which shall be March 31 each year.
(Note) Distributions of surplus, the record date of which belongs to the fiscal year under review are as follows:
|Date of resolution||Total amount of dividends (thousands of yen)||Dividend per share (yen)|
|Resolution of meeting of Board of Directors held on May 13, 2019||529,679||37.00|
|Resolution of meeting of Board of Directors held on November 6, 2019||529,679||37.00|
Changes In Dividends Per Share
1 to 2 share split was implemented with January 31, 2020 as the record date.
The Company does not provide shareholder benefits.
Articles of Incorporation
Stock Price Chart
The risks which could affect the Group’s business performance and financial standing are as follows.
Please note, however, this information does not necessarily cover all the risks concerning the Company’s business.
The forward-looking statements in the document are based on the judgment of the Group as of the end of the consolidated fiscal year under review.
(i) Impact of economic trends in major market
The Group sells products to a wide range of industrial sectors. However, sales to the automotive, consumer appliance and information equipment-related sectors account for a particularly high percentage of total sales. Accordingly, deterioration of the market conditions in these sectors could affect the Group’s business performance and financial standing.
(ii) Impact of fluctuation in product prices
The purchase prices of certain products handled by the Group fluctuate considerably depending on the supply-demand balance and the Group endeavors to set selling prices accordingly and to maintain reasonable inventory levels. However, if the Group is unable to sufficiently pass on the increased costs or is forced to write down inventories, the Group’s business performance and financial standing may be affected.
(iii) Risk of competition
The Group handles a wide range of products and competes with many different corporations in Japan and overseas. In the event of a change in the strategy of these competitors or market entry by an emerging market firm or other low-cost competitor, the Group may not be able to maintain its competitive edge and this may affect the Group’s business performance and financial standing.
(iv) Risks related to suppliers
The Group purchases products from many suppliers both in Japan and overseas and endeavors to maintain and build good relationships with its suppliers to ensure a stable supply of products. However, any loss or curtailment of trading rights due to a change in the situation of such suppliers, such as business restructuring, deterioration in business performance, or agency policy revisions, could affect the Group’s business performance and financial standing.
(v) Impact of investments associated with the development of new business
The Group actively focuses on M&A and other activities for the development of new businesses. When making investment decisions, the Group strives to mitigate risks by carrying out financial and legal due diligence to fully assess and evaluate the target company or business. However, if the investee company or business declines in value, the Group may have to recognize a goodwill impairment loss, which may affect the Group’s business performance and financial standing.
(vi) Risks associated with overseas business expansion
The Group conducts a wide range of activities overseas, engaging in many import and export transactions and establishing business bases in the United States and Asia, and it intends to increase its focus on overseas business expansion in the future. However, in the event of the materialization of country risk, for example, unexpected deterioration in the political or economic situation in any of the countries or regions in which the Group operates, this could hinder the continuation of transactions or implementation of the Group’s planned business activities and this could affect the Group’s business performance and financial standing.
(vii) Risks related to management of receivables
Trade receivables account for a high percentage of the Group’s total assets, accounting for 40.0% (17,479 million yen) as of the end of the consolidated fiscal year under review. To manage receivables, the Group sets credit limits for individual suppliers based on their business results and financial position and constantly monitors their credit standing in an attempt to minimize uncollectible accounts. To prepare for unforeseen circumstances, the Group also records an allowance for doubtful accounts based on historical experience and the estimated collectability of individual accounts. However, if actual uncollectible accounts receivable exceed the allowance, this could affect the Group’s business performance and financial standing.
(viii) Impact of foreign exchange rate fluctuations
As a trading company, the Group is actively involved in import and export transactions, mainly in Europe, the United States and Asia. The Group makes use of hedging instruments such as forward exchange contracts to manage the risk of transactions denominated in foreign currencies. However, in price negotiations with suppliers, the impact of foreign exchange rate fluctuation is unavoidable and any dramatic fluctuation in foreign exchange rates could affect the Group’s business performance and financial standing. Additionally, the financial statements of overseas consolidated subsidiaries are denominated in the relevant local currency and, depending on the rate used to convert the local currency into yen, the Group’s net assets may decrease through foreign currency translation adjustments.
(ix) Impact of stock market fluctuations
The Group holds the stock of financial institutions and suppliers in a bid to build close business relationships. Many of these stocks are stocks with a fair market value being traded on the open market and, these stockholdings could affect the Group’s business performance and financial standing depending on fluctuations in their price in the future.
(x) Impact of natural disasters
The Group takes steps to prepare for natural disasters such as earthquakes, typhoons and floods, including developing Business Continuity Plans (BCPs) and introducing safety confirmation systems as part of such plans. However, it is difficult to avoid damage entirely and suppliers and customers could also be affected by natural disasters. Such a situation could hinder activities at the the Group’s business bases and could affect the Group’s business performance and financial standing.
(xi) Risks related to compliance
The Group conducts business activities both in Japan and various foreign countries and is subject to a wide range of relevant legislation. To comply with such legislation, the Company has established a Compliance Committee and is seeking to strengthen its compliance framework. However, even by taking such steps, the Group cannot completely eliminate all risks related to compliance in its business activities. Any major change in the relevant legislation or the adoption of an unexpected interpretation of such legislation could affect the Group’s business performance and financial standing.
Electronic Public Notice
There are currently no matters requiring electronic public notice.