Note: This English translation is an abridged version of the original notice in Japanese. In the event of a discrepancy, the Japanese version shall prevail.
TO OUR SHAREHOLDERSJune 10, 2024 (Start date of electronic provision of materials: June 4, 2024)
Securities code: 3205
Daidoh Limited
1-16 Sotokanda 3-chome, Chiyoda- ku, Tokyo
NOTICE OF THE 101st ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholder:
Please be informed that the 101st Ordinary General Meeting of Shareholders of Daidoh Limited (the "Company") will be held at 10:00 a.m. (the reception is scheduled to open at 9:00 a.m.) on Thursday, June 27, 2024, at Kanda Myoujin Hall on the 2nd floor of EDOCCO EDO Culture Complex, at 16-2 Sotokanda 2-chome,Chiyoda-ku, Tokyo. (Please note that the venue is different from last year's venue.).
When arriving at the meeting venue, please submit the enclosed Voting Form at the reception desk.
When convening this Ordinary General Meeting of Shareholders, the Company has taken measures for electronic provision of materials, and has posted the matters to be provided electronically as the "Notice of the 101st Ordinary General Meeting of Shareholders" on the website at the link below.
Our website: https://www.daidoh-limited.com/english/ir/meeting.html
In addition to the above, the information is also available on the following website. Please access the Tokyo Stock Exchange website below, enter "DAIDOH LIMITED" in "Issue name (company name)" or "3205" in "Code," click "Search" and select "Basic information," "Documents for public inspection/PR information," "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting," and then confirm the information.
Tokyo Stock Exchange (TSE-Listed Company Search) Website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
The Company requests that you exercise your voting rights by using the proxy form enclosed with this Notice of the General Meeting of Shareholders. Please review the "Reference Materials for the Solicitation of Proxy Votes and Reference Materials for the Ordinary General Meeting of
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Shareholders" below, fill in the necessary sections of the proxy form enclosed with this Notice, affix your seal, and return the proxy form together with the Voting Form using the return envelope. Please make sure that it reaches us no later than 6:30 p.m. on Wednesday, June 26, 2024.
Souvenirs will not be provided to the shareholders attending the meeting. We appreciate your understanding.
Sincerely,
Tsukasa Nabewari
Representative Director
President & CEO
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MEETING AGENDA
Items to be Reported:
- The Business Report, the Consolidated Financial Statements and the Report of the Audit of the Consolidated Financial Statements by Accounting Auditors and the Board of Corporate Auditors for the 101st term from April 1, 2023, to March 31, 2024, will be reported at the meeting.
- The Non-consolidated Financial Statements for the 101st term from April 1, 2023, to March 31, 2024, will be reported at the meeting.
Items to be Resolved: (Company Proposals)
Item 1: Appropriation of Surplus
Item 2: Election of Six (6) Directors
Item 3: Introduction of Remuneration for Allotting Restricted Stock to Directors and Abolishment of the Stock Compensation-Type Stock Options for Directors and Corporate Auditors
(Shareholder Proposal)
Item 4: Election of Six (6) Directors
Item 4 is proposed by a shareholder, and the Board of Directors of the Company opposes this proposal.
Matters decided for the convening of the General Meeting of Shareholders
- If you are exercising your voting rights by proxy, one shareholder with voting rights may attend the General Meeting of Shareholders as your proxy. In this case, (i) a document certifying the proxy's power of representation (a letter of proxy) and (ii) the shareholder's Voting Form, and certificate of the seal stamped on the letter of proxy, or a copy of passport, driver's license, health insurance card or any other document that identifies the shareholder must be submitted along with the Voting Form of the proxy. Please note that persons other than shareholders, such as proxies and accompanying persons who are not shareholders, are not permitted to attend the General Meeting of Shareholders.
- If you exercise your voting rights in duplicate, by proxy and in writing (by postal mail) or via the Internet, the vote by proxy will be deemed valid.
- If voting rights are exercised in duplicate, in writing (by postal mail) and via the Internet, the vote exercised via the Internet will be deemed valid.
- If you exercise your voting rights more than once via the Internet, the last exercise of your voting rights will be deemed valid.
This document sent also serves as a document describing the matters for electronic provision of information based on document delivery request. The following items are excluded in accordance with laws and regulations and provisions of Article 16 of the Company's Articles of Incorporation.
- "Consolidated Statement of Changes in Equity" in the Consolidated Financial Statements
- "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
- "Non-consolidatedStatement of Changes in Equity" in the Non-consolidated Financial Statements
- "Notes to the Non-consolidated Financial Statements" in the Non-consolidated Financial
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Statements
Therefore, the attached documents are a part of documents audited by the Corporate Auditors and the Accounting Auditor when they prepared the audit report.
In the event of any amendments to the electronic materials, a notice to that effect and details of such amendments will be posted on each of the websites where the materials are posted as mentioned above.
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CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2024
Millions of yen | |
Assets: | |
Current assets: | 5,377 |
Cash and deposits | |
Notes receivable - trade | 155 |
Accounts receivable - trade | 2,515 |
Inventories | 7,258 |
Other | 2,021 |
Allowance for doubtful accounts | (84) |
Total current assets | 17,245 |
Non-current assets: | 15,614 |
Property, plant and equipment: | |
Buildings, net | 9,637 |
Structures, net | 170 |
Machinery and equipment, net | 180 |
Vehicles, net | 12 |
Tools, furniture and fixtures, net | 149 |
Land | 5,436 |
Leased assets, net | 21 |
Construction in progress | 6 |
Intangible assets: | 1,671 |
Software | 208 |
Leased assets | 21 |
Other | 1,442 |
Investments and other assets: | 6,350 |
Investment securities | 4,567 |
Leasehold and guarantee deposits | 1,532 |
Deferred tax assets | 121 |
Other | 408 |
Allowance for doubtful accounts | (278) |
Total non-current assets | 23,636 |
Total assets | 40,882 |
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CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2024
Millions of yen | |
Liabilities: | |
Current liabilities: | 1,473 |
Notes and accounts payable - trade | |
Short-term borrowings | 6,571 |
Current portion of long-term borrowings | 771 |
Lease liabilities | 147 |
Income taxes payable | 121 |
Contract liabilities | 456 |
Deposits received | 1,544 |
Provision for bonuses | 325 |
Other | 2,266 |
Total current liabilities | 13,677 |
Non-current liabilities: | 5,802 |
Long-term borrowings | |
Lease liabilities | 1,490 |
Long-term guarantee deposits | 2,066 |
Deferred tax liabilities | 2,387 |
Retirement benefit liability | 169 |
Other | 641 |
Total non-current liabilities | 12,558 |
Total liabilities | 26,235 |
Net assets: | 10,946 |
Shareholders' equity: | |
Share capital | 6,891 |
Capital surplus | 4,548 |
Retained earnings | 1,764 |
Treasury shares | (2,258) |
Accumulated other comprehensive income | 2,835 |
Valuation difference on available-for-sale securities | 1,467 |
Foreign currency translation adjustment | 1,368 |
Share acquisition rights | 195 |
Non-controlling interests | 668 |
Total net assets | 14,646 |
Total liabilities and net assets | 40,882 |
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CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2024
Millions of yen | |
Net sales | 28,697 |
Cost of sales | 13,777 |
Gross profit | 14,919 |
Selling, general and administrative expenses | 15,362 |
Operating profit (loss) | (442) |
Non-operating income: | 485 |
Interest income | 70 |
Dividend income | 112 |
Foreign exchange gains | 56 |
Commission income | 78 |
Subsidy income | 26 |
Other | 141 |
Non-operating expenses: | 379 |
Interest expenses | 202 |
Commission expenses | 85 |
Other | 91 |
Ordinary profit (loss) | (336) |
Extraordinary income: | 471 |
Gain on sale of non-current assets | 1 |
Gain on sale of investment securities | 469 |
Extraordinary losses: | 598 |
Loss on sale and retirement of non-current assets | 29 |
Impairment losses | 43 |
Loss on sale of investment securities | 233 |
Business restructuring expenses | 266 |
Other | 26 |
Profit (loss) before income taxes | (463) |
Income taxes - current | 150 |
Income taxes - deferred | (935) |
Profit (loss) | 321 |
Profit (loss) attributable to non-controlling interests | 29 |
Profit (loss) attributable to owners of parent | 291 |
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NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2024
Millions of yen | |
Assets: | |
Current assets: | 2,482 |
Cash and deposits | |
Notes receivable - trade | 84 |
Short-term loans receivable | 9,145 |
Other | 160 |
Allowance for doubtful accounts | (65) |
Total current assets | 11,806 |
Non-current assets: | 116 |
Property, plant and equipment: | |
Buildings, net | 36 |
Land | 56 |
Other, net | 23 |
Intangible assets: | 43 |
Software | 2 |
Other | 41 |
Investments and other assets: | 15,186 |
Investment securities | 4,321 |
Shares of subsidiaries and associates | 10,781 |
Other | 242 |
Allowance for doubtful accounts | (158) |
Total non-current assets | 15,346 |
Total assets | 27,153 |
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NON-CONSOLIDATED BALANCE SHEET
Daidoh Limited
As of March 31, 2024
Millions of yen | |
Liabilities: | |
Current liabilities: | 5,300 |
Short-term borrowings | |
Current portion of long-term borrowings | 771 |
Accounts payable - other | 37 |
Accrued expenses | 48 |
Income taxes payable | 27 |
Deposits received | 10 |
Provision for bonuses | 39 |
Other | 11 |
Total current liabilities | 6,245 |
Non-current liabilities: | 5,802 |
Long-term borrowings | |
Long-term accounts payable - other | 274 |
Deferred tax liabilities | 533 |
Other | 2 |
Total non-current liabilities | 6,613 |
Total liabilities | 12,859 |
Net assets: | 12,508 |
Shareholders' equity: | |
Share capital | 6,891 |
Capital surplus | 4,959 |
Legal capital surplus | 3,147 |
Other capital surplus | 1,812 |
Retained earnings | 2,916 |
Legal retained earnings | 959 |
Other retained earnings | 1,956 |
Retained earnings brought forward | 1,956 |
Treasury shares | (2,258) |
Valuation and translation adjustments | 1,590 |
Valuation difference on available-for-sale securities | 1,590 |
Share acquisition rights | 195 |
Total net assets | 14,294 |
Total liabilities and net assets | 27,153 |
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NON-CONSOLIDATED STATEMENT OF INCOME
Daidoh Limited
For the year ended March 31, 2024
Millions of yen | |
Operating revenue | 1,202 |
Selling, general and administrative expenses | 979 |
Operating profit (loss) | 222 |
Non-operating income: | 233 |
Interest and dividend income | 220 |
Other | 13 |
Non-operating expenses: | 150 |
Interest expenses | 110 |
Provision of allowance for doubtful accounts | 20 |
Other | 20 |
Ordinary profit (loss) | 305 |
Extraordinary income: | 469 |
Gain on sale of investment securities | 469 |
Extraordinary losses: | 233 |
Loss on sale of investment securities | 233 |
Profit (loss) before income taxes | 541 |
Income taxes - current | 22 |
Income taxes - deferred | (42) |
Profit (loss) | 561 |
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Disclaimer
DAIDOH Limited published this content on 10 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 June 2024 00:48:09 UTC.