Exhibit 1.2
(Translation)
NISSIN CO., LTD.
SHARE HANDLING REGULATIONS
Chapter I.
General
Provisions
(Purpose)
Article 1.
The handling of shares of the Company shall be governed as provided
for in these Regulations, in accordance with Article 9 of the
Articles of Incorporation; provided, however, that the handling
relating to beneficial shareholders shall be governed as provided
for by Japan Securities Depository Center, Inc. (the
“Center”), as well as by these Regulations.
(Name of Transfer Agent and Its
Place of Business)
Article 2.
The transfer agent and its place of business and intermediary
offices in respect of the register of shareholders and the register
of beneficial shareholders of the Company shall be as
follows:
Transfer
agent:
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The
Chuo Mitsui Trust and Banking Co., Ltd.
33-1, Shiba 3-chome, Minato-ku, Tokyo
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Place
of business:
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Head Office, The Chuo Mitsui Trust
and Banking Co., Ltd.
33-1, Shiba 3-chome, Minato-ku, Tokyo
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Intermediary
offices:
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Branch offices throughout Japan of
The Chuo Mitsui Trust and Banking Co., Ltd.
Head Office and branch offices throughout Japan of Japan Securities
Agents, Ltd.
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(Denominations of Share
Certificates)
Article 3.
The share certificates to be issued by the Company shall be in the
denominations of 100, 1,000 and 10,000 shares.
(Procedure of Application,
Request, Notification and Notice)
Article 4.
Any procedure, such as an application, request, notification or
notice, for the matters entrusted to the transfer agent by the
Company shall be directed to the transfer agent.
2. Any
application, request, notification or notice under these
Regulations shall be made or given in the form prescribed by the
Company and shall be affixed with the seal notified pursuant to the
provisions of Article 14 hereof.
3. If any
application, request, notification or notice under the preceding
paragraph requires the consent of a guardian or aide, a document
evidencing the consent shall be submitted.
4. If any
application, request, notification or notice under paragraph 2
above is made or given by agent, a document evidencing such
agent’s power of representation shall be
submitted.
Chapter II. Registration of
Transfer
(Registration of
Transfer)
Article 5. In
the case of an application for the registration of a transfer of
shares, the application shall be submitted together with the share
certificates concerned.
2. In the
case of an application for the registration of a transfer of shares
due to any cause other than assignment, the application shall be
submitted together with the share certificates concerned and a
document establishing the acquisition of the shares; provided,
however, that it shall not be required to submit share certificates
if the share certificates have not been issued.
(Registration of Transfer in Case
Specifically Provided for in Laws or Ordinances)
Article 6. In
case any specific procedure is required to be followed under any
law or ordinance for a transfer of shares, the application shall be
submitted together with the share certificates concerned and a
document showing the completion of such procedure.
Chapter III. Entries or Records
in the Register of Beneficial Shareholders
(Filing of Beneficial Shareholder
Cards)
Article 7. In
case of an application for entries or records in the register of
beneficial shareholders, a beneficial shareholder card prescribed
by the Center shall be filed through a member of the central
depository and clearing system for share certificates.
(Entries or Records in the
Register of Beneficial Shareholders)
Article 8.
Entries or records in the register of beneficial shareholders shall
be made on the basis of notices relating to beneficial shareholders
filed by the Center as well as on the basis of beneficial
shareholder cards mentioned in the preceding Article.
(Aggregation)
Article 9. If
a shareholder appearing or recorded in the register of shareholders
and a beneficial shareholder appearing or recorded in the register
of beneficial shareholders are considered to be the same person on
the ground of their addresses and names, the respective numbers of
shares in the register of shareholders and the register of
beneficial shareholders shall be added up for the purpose of the
exercise of rights as a shareholder.
Chapter IV. Registration of
Pledge and Indication of Trust Property
(Registration, Alteration or
Cancellation of a Pledge)
Article 10.
In the case of an application for the registration of a pledge on
shares or for the alteration or cancellation thereof, the
application affixed with the joint signatures of the pledgor and
the pledgee shall be submitted together with the share certificates
concerned.
(Indication of Trust Property or
Cancellation thereof)
Article 11.
In the case of an application for the indication of trust property
in respect of shares or for the cancellation thereof, the trustor
or trustee shall submit the application together with the share
certificates concerned.
Chapter V. Non-Possession of
Share Certificates
(Notice of Non-possession of
Share Certificates)
Article 12.
In the case of a notice of non-possession of share certificates,
the written notice thereof shall be submitted together with the
share certificates concerned; provided, however, that it shall not
be required to submit share certificates if the share certificates
have not been issued.
(Application for Delivery of
Unpossessed Share Certificates)
Article 13.
In case a shareholder who has given notice of non-possession of
share certificates applies for the issuance of the share
certificates, such shareholder shall submit an application to that
effect.
Chapter VI. Notification of
Various Matters
(Notification of Addresses, Names
and Seals of Shareholders, etc.)
Article 14.
Shareholders, beneficial shareholders, registered pledgees or their
legal representatives shall file notification of their addresses,
names and seals; provided, however, that foreigners may substitute
signatures for seals.
2. In the
case of a change occurring in the matters notified under the
preceding paragraph, notification thereof shall be
filed.
(Notification of Addresses to
Receive Notices by Shareholders, etc. Residing Abroad)
Article 15.
Shareholders, beneficial shareholders, registered pledgees or their
legal representatives residing abroad shall appoint their standing
proxies or file notification of addresses to receive notices,
within Japan, in addition to following the procedures set forth in
the preceding Article.
2. The
provisions of the preceding Article shall apply, mutatis mutandis,
to standing proxies.
