Notice Concerning Partial Amendments to the Articles of Incorporation (PDF:200KB)
May 12, 2017 at 12:07 am EDT
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Tsukiji Chuo-ku, Tokyo
JAPAN
Date: May 12, 2017
Contact: Takuya Aizawa General Manager of Corporate Planning Dept.
Tel: +81-3-3544-2000
Notice Concerning Partial Amendments to the Articles of Incorporation
Hanwa Co., Ltd. ("Hanwa") announces that at the Board of Directors meeting held today it resolved to submit a proposal, "Partial Amendments to the Articles of Incorporation" to Hanwa's 70th Ordinary General Shareholders Meeting to be held on June 29, 2017 (the "Ordinary General Shareholders Meeting"), as described below.
Reasons for the proposal
In preparation for future business development, to revise Article 2. (Purpose) of the current Articles of Incorporation to enable a flexible response to new businesses.
From the perspective of strengthening governance, to delete Article 23. (Person authorized to convene the board of directors meeting and act as chairman) from the current Articles of Incorporation so as to delegate authority by, for instance, authorizing each director to convene the board of directors meeting and act as chairman in accordance with laws and regulations.
For the purpose of enhancing the supervising function of the Board of Directors and clarifying the executive officer system which has been introduced, to add a new provision of Article 27 concerning executive officers in the proposed amendment to the Articles of Incorporation and delete some positions of directors with special titles, which overlap the titles under the executive officer system, from Paragraph 2 of Article 22. in the current Articles of Incorporation.
To make changes to the numbering of articles due to the additions, changes, and deletions to the above-mentioned Articles, revisions to wording, and other necessary changes.
Details of the changes
The details of the changes are as follows.
(Amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments
CHAPTER I. GENERAL PROVISIONS
(Trade name)
Article 1. The trade name of the Company shall be "Hanwa Kogyo Kabushiki Kaisha," and "Hanwa Co., Ltd." in English.
(Purpose)
Article 2. The purpose of the Company shall be toengage in the following businesses
Sales business, wholesale business, and import-export business for the following goods:
All kinds of steel products made from ordinary steel,including steel bars, shaped steel, steel plates and
CHAPTER I. GENERAL PROVISIONS
Article 1. (Trade name)
The trade name of the Company shall be "Hanwa Kogyo Kabushiki Kaisha," and shall be "Hanwa Co., Ltd." in English.
Article 2. (Purpose) (Deleted)
The Company engages in diversified businesses such as the sale and purchase, mediation, agency, wholesaling, importing and exporting, development, production,manufacturing, processing and repair, maintenance,
sheets, wire rods, rails, and steel pipes and tubes, as well as secondary and tertiary steel products, special steel, and casting and forgings
Pig iron, semi-finished products, busheled iron, raw materials for iron manufacture such as scrap iron, alloy iron, ore and coal, and indirect materials for iron manufacture
Copper, lead, zinc, tin, aluminum, the base metals of nickel, chrome and rare metals, etc., alloys, and products composed of or generated from the foregoing
Iron manufacture, workmanship, civil engineering and mining, agriculture and forestry, electricity, industrial chemistry, vessels, other machinery, weighing and measuring instruments, and tools
Petroleum, high-pressure gas and by-products of high-pressure gas, industrial chemicals, poisonous substances, chemicals, various textile materials and products of textile materials, and other general sundries
Cement, lumber and lumber products, household appliances, and other construction materials
Agricultural products, marine products, forest products, livestock products, natural products, alcoholic beverages and other foods and drinks, and feed and feed products
Computers and computer-related equipment, industrial robots, telecommunication tools and equipment, office machines, and system software for the foregoing
Pearls, jewels, precious metals, and goods processed from the foregoing
Papermaking stock, pulp, and papers and goods processed from the foregoing
Parts and accessories for automobiles and other transportation machines
Raw materials for solar cells and solar cell products
(2) Manufacture and processing businesses for the goods listed in the preceding items
administration, testing, letting, leasing, rental, and installation contracting of goods, resources, etc. as well as the logistics business, provision of various services, etc. in wide-ranging fields including steel, non-ferrous metal materials, foods, petroleum and chemicals, machinery, and lumber.
The businesses in the preceding paragraph include the businesses of the following items, consulting work relating thereto, and any and all businesses incidental or relating to the items.
Businesses relating to all kinds of steel products made from ordinary steel, including steel bars, shaped steel, steel plates and sheets, wire rods, rails, and steel pipes and tubes, as well as secondary and tertiary steel products, special steel, and casting and forgings
Businesses relating to pig iron, semi-finished products, busheled iron, raw materials for iron manufacture such as scrap iron, alloy iron, ore and coal, and indirect materials for iron manufacture
Businesses relating to copper, lead, zinc, tin, aluminum, the base metals of nickel, chrome and rare metals, etc., alloys, and products composed of or generated from the foregoing
Businesses relating to iron manufacture, workmanship, civil engineering and mining, agriculture and forestry, electricity, industrial chemistry, vessels, other machinery, weighing and measuring instruments, and tools
Businesses relating to petroleum, high-pressure gas
Design, supervision, and contracting businesses for construction and civil engineering works
Design, manufacture, repair, installation,administration, and demolition of warships and other
and by-products of high-pressure gas, industrial chemicals, poisonous substances, chemicals, various textile materials and products of textile materials, and other general sundries
Businesses relating to cement, lumber and lumber products, household appliances, and other construction materials
Businesses relating to agricultural products, marine products, forest products, livestock products, natural products, alcoholic beverages and other foods and drinks, and feed and feed products
Businesses relating to computers and computer-related equipment, industrial robots, telecommunication tools and equipment, office machines, and system software for the foregoing
Businesses relating to pearls, jewels, precious metals, and goods processed from the foregoing
Businesses relating to papermaking stock, pulp, and papers and goods processed from the foregoing
Businesses relating to parts and accessories for automobiles and other transportation machines
Businesses relating to raw materials for solar cells and solar cell products
Design, supervision, and contracting businesses for construction and civil engineering works
Businesses relating to design, manufacture, repair, installation, administration, and demolition of warships and other vessels, railroad cars, boilers, bridges, cableways, dams, and various other structures and machines, and contracting businesses for the same
Non-life insurance agency business, life insurance solicitation business, computation agency business, transport and warehousing business, and consigned freight forwarding business
Businesses relating to electricity generation, electricity, and the provision of heat
Worker dispatch business under the Worker Dispatching Act
Investment and management of securities, the purchase of various monetary claims, exchange transactions, and various other financial businesses
Letting, leasing, and rental of iron, industrial machinery, transportation equipment, office machines and information equipment, and brokerage for the same
Businesses relating to used goods
Collection, transportation, disposal, and recycling of industrial wastes and non-industrial wastes, and contracting business for the same
Businesses relating to real estate
Management of hotels, inns and other tourist facilities, restaurants, and sports and leisure facilities, and general travel business, travel agency, and advertising business
(Deleted) (Deleted)
vessels, railroad cars, boilers, bridges, cableways, dams, and various other structures and machines, and contracting businesses for the same
Non-life insurance agency business, life insurance solicitation business, computation agency business, transport and warehousing business, and consigned freight forwarding business
Businesses relating to electricity generation, electricity, and the provision of heat
Worker dispatch business under the Worker Dispatching Act
Investment and management of securities, the purchase of various monetary claims, exchange transactions, and various other financial businesses
Letting, leasing, and rental of iron, industrial machinery, transportation equipment, office machines and information equipment, and brokerage for the same
Sale and purchase, and sale and purchase on consignment, of used goods
Collection, transportation, disposal, and recycling of industrial wastes and non-industrial wastes, and contracting business for the same
Sale and purchase, exchange, letting, leasing, and rental of real estate, and agency, brokerage, and administration businesses for the same
Management of hotels, inns and other tourist facilities, restaurants, and sports and leisure facilities, and general travel business, travel agency, and advertising business
Consulting business relating to the preceding items (15) Any and all businesses incidental or relating to the
preceding items
CHAPTER III. GENERAL SHAREHOLDERS MEETING
(Person authorized to convene the ordinary general shareholders meeting and act as chairman)
Article 15. Except as otherwise provided by laws and regulations, a director and president of the Company shall convene the general shareholders meeting based on a resolution of the board of directors and shall act as the chairman thereof. If the director and president is unableto so act, another director, determined in accordance with an order of priority determined in advance by resolutionof the board of directors, shall convene the generalshareholders meeting and act in his/her place.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
(Election of representative directors and directors with special titles, and entrustment of advisors and special advisors)
Article 22. (Text omitted)
The board of directors may, by resolution, appoint a director and chairman, director and president, directorand vice chairman, director and executive vice president,senior managing director, and managing director.
(Text omitted)
(Deleted)
(Deleted) (Deleted) (Deleted)
(Deleted)
(Deleted) (Deleted)
(Deleted)
(Deleted)
(Deleted) (Deleted)
CHAPTER III. GENERAL SHAREHOLDERS MEETING
Article 15. (Person authorized to convene the ordinary general shareholders meeting and act as chairman)
Except as otherwise provided by laws and regulations, a director and president of the Company shall convene the general shareholders meeting based on a resolution of the board of directors and shall act as the chairman thereof. If the director and president is prevented from so doing orthe position is vacant, a substitute shall convene suchgeneral meeting and shall act as chairman in an order of priority determined by the board of directors.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
Article 22. (Election of representative directors and directors with special titles, and entrustment of advisors and special advisors)
(Unchanged)
The board of directors may, by resolution, appoint a director and chairman, director and vice chairman, and director and president.
(Unchanged)
Hanwa Co. Ltd. published this content on 12 May 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 May 2017 04:06:17 UTC.
Original documenthttp://www.hanwa.co.jp/ms/data/pdf/ir/20170512-4en.pdf
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HANWA CO., LTD. is a Japan-based company mainly engaged in the sale of steel metal raw materials, non-ferrous metals, foods, petroleum and chemical products, wood and machinery. The Company operates through six business segments. The Steel business is engaged in the provision of steel bars, construction works, steel plates, special steels, wires, steel pipes, and scrap iron. It is also engaged in the metal processing and storage. The Metal Raw Materials business is engaged in the provision of nickel, chromium, silicon, manganese, and ferroalloys. The Overseas Sales Subsidiary business is engaged in the sale of products at major overseas bases. The Petroleum and Chemicals business is engaged in the sale of petroleum products, industrial chemicals, chemicals and waste fuels. The Food business provides seafood and livestock products. The Nonferrous Metals business supplies aluminum, copper and zinc, and conducts recycling business. It also manages and operates amusement facilities.
HANWA CO., LTD. 
