1.4. Relación Perú-China
1.4.3. Acuerdo Perú-China
1. Information on the Company’s Shares (1) Total Number of Shares, etc.
1) Total Number of Shares
Class Total number of shares authorized to be issued
Common stock 3,941,800,000
Total 3,941,800,000
2) Total Number of Shares Issued Class As of the end of the current fiscal year
(December31,2014) As of the submission date (March 27, 2015) Stock exchange on which the
Company is listed Description
Common stock 1,328,603,400 1,329,649,100 Tokyo Stock Exchange
(First Section)
One unit of stock constitutes 100 common stocks.
Total 1,328,603,400 1,329,649,100 ― ―
(Note) Number of shares issued as of the submission date of this Annual Securities Report does not include the number of shares issued in association with exercise of subscription warrants and exercise of Subscription Rights to Shares between March 1, 2015 and such submission date.
(2) Status of the Subscription Rights to Shares 1) Subscription Rights to Shares
Extraordinary Resolution at General Shareholders’ Meeting (March 30, 2005)
As of the end of fiscal year (December 31, 2014)
As of the end of month preceding the submission date
(February 28, 2015) Number of Subscription Rights
to Shares 32,144 2,000 24,534 2,000
Of the Subscription Rights to Shares, the number of own
Subscription Rights to Shares 21,045 ― 21,045 ―
Class of shares to be issued upon exercise of Subscription
Rights to Shares Common stock Same as on the left
Number of shares to be issued upon exercise of Subscription Rights to Shares
3,214,400
(Note 1) (Note 1) 200,000 2,453,400 (Note 1) 200,000 (Note 1) Cash payment upon exercise
of Subscription Rights to Shares
¥913 per share
(Note 1) ¥1,039 per share (Note 1) ¥913 per share (Note 1) ¥1,039 per share (Note 1) Exercise period of Subscription
Rights to Shares From March 31, 2009 to March 29, 2015 Same as on the left
Issue price for shares issued through exercise of Subscription Rights to Shares and the amount to be included in capital Issue price: ¥913 Amount to be included in capital: ¥457 (Note 1) Issue price: ¥1,039 Amount to be included in capital: ¥520 (Note 1) Issue price: ¥913 Amount to be included in capital: ¥457 (Note 1) Issue price: ¥1,039 Amount to be included in capital: ¥520 (Note 1)
Conditions for exercise of Subscription Rights to Shares
Those who received the allotment of the issue of Subscription Rights to Shares shall remain Directors, Company Auditors or employees of the Company, or its subsidiaries or associates at the time of exercising such rights, provided however that exceptional treatment may be allowed in this regard by the Board of Directors in consideration of circumstances. Other conditions for the exercise shall be subject to the provisions of the agreement on the allotment of Subscription Rights to Shares to be concluded between the Company and the holders of Subscription Rights to Shares, based on resolution at the Board of Directors on the issuance of Subscription Rights to Shares.
Same as on the left
Matters concerning transfer of Subscription Rights to Shares
Subscription Rights to Shares shall not be inherited, offered for pledge or disposed of in any other way.
Same as on the left Matters concerning collateral
payment ― ―
Matters concerning issuance of Subscription Rights to Shares accompanying organizational restructuring
(Note 3) (Note 3)
Exercise price
after adjustment = before adjustment Exercise price ×
Exercise price after adjustment Exercise price before adjustment
(Notes) 1 If the Company splits its common stock or consolidates its common stock after the date of issuance of Subscription Rights to Shares, exercise price shall be adjusted according to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up.
Furthermore, in the event of issuance of common stock or disposal of treasury stock at price below market value after the date of issuance of Subscription Rights to Shares (except those associated with the exercise of Subscription Rights to Shares, or those associated with the exercise of Subscription Rights to Shares in accordance with provisions of Article 280-19 of the Commercial Code prior to its amendment on April 1, 2002, or those associated with the exercise of subscription warrants on bond in accordance with the provisions of Article 341-8 of the said Code), exercise price shall be adjusted according to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up. In other cases of issuance of Subscription Rights to Shares (insofar as price of the shares issued in association with the exercise of such subscription rights is below the market value at the time of issuance of the Subscription Rights to Shares), exercise price shall be adjusted likewise.
Number of shares issued in the following formula shall refer to the total number of shares issued in the Company less the number of treasury stocks held by the Company.
2 Scheduled number of shares including those yet to be cancelled.
3 In the event of share exchange or share transfer in which the Company becomes a wholly owned subsidiary, obligations based on the Subscription Rights to Shares shall be succeeded by the company which becomes the Company’s wholly-owning parent as a result of such share exchange or share transfer (hereinafter referred to as “Succeeding Company”). Policy for determining the contents of Subscription Rights to Shares to be succeeded shall be as follows.
1) Class of Shares to be Issued
Shares in the Succeeding Company of the same class as the common stocks in the Company.
2) Number of Shares to be Issued
This shall be calculated by multiplying the number of shares to be issued upon the exercise of Subscription Rights to Shares by the number of shares in the Succeeding Company allotted to one share in the Company at the time of share exchange or share transfer (hereinafter referred to as “Share Allotment Ratio”). Any fraction less than one share shall be rounded up.
3) Exercise Price
This shall be the amount calculated by dividing the cash payment at the time of exercise of the Subscription Rights to Shares by the Share Allotment Ratio. Any fraction less than ¥1 shall be rounded up.
4) Exercise Period
This shall be the exercise period of these Subscription Rights to Shares. In the event that such exercise period has already started at the time of the succession, it shall start on the effective date of the share exchange or share transfer, and shall end on the expiry date of such exercise period.
5) Conditions for Exercise
This shall be determined in accordance with the conditions for the exercise of these Subscription Rights to Shares.
6) Reasons and Conditions for Cancellation
This shall be determined in accordance with the reasons of and conditions for the cancellation of these Subscription Rights to Shares.
＝ × Number of shares issued ＋
Number of shares newly issued × Cash payment per share
Share price prior to new issuance Number of shares issued＋number of shares newly issued
1
Ratio of split or consolidation
7) Restriction on Transfer
Transfer of Subscription Rights to Shares requires approval by the Board of Directors of the Succeeding Company.
Extraordinary Resolution at General Shareholders’ Meeting (March 30, 2006)
As of the end of fiscal year (December 31, 2014)
As of the end of month preceding the submission date
(February 28, 2015) Number of Subscription Rights
to Shares 23,710 5,151 22,939 4,737
Of the Subscription Rights to Shares, the number of own
Subscription Rights to Shares 11,269 2,375 11,269 2,375
Class of shares to be issued upon exercise of Subscription
Rights to Shares Common stock Same as on the left
Number of shares to be issued upon exercise of Subscription Rights to Shares
2,371,000
(Note 1) 515,100 (Note 1) 2,293,900 (Note 1) 473,700 (Note 1) Cash payment upon exercise
of Subscription Rights to Shares
¥1,010 per share
(Note 1) ¥559 per share (Note 1) ¥1,010 per share (Note 1) ¥559 per share (Note 1) Exercise period of Subscription
Rights to Shares From March 31, 2010 to March 29, 2016 Same as on the left
Issue price for shares issued through exercise of Subscription Rights to Shares and the amount to be included in capital Issue price: ¥1,010 Amount to be included in capital: ¥505 (Note 1) Issue price: ¥853 Amount to be included in capital: ¥427 (Note 1) Issue price: ¥1,010 Amount to be included in capital: ¥505 (Note 1) Issue price: ¥853 Amount to be included in capital: ¥427 (Note 1)
Conditions for exercise of Subscription Rights to Shares
Those who received the allotment of the issue of Subscription Rights to Shares shall remain Directors, Company Auditors or employees of the Company, or its subsidiaries or associates at the time of exercising such rights, provided however that exceptional treatment may be allowed in this regard by the Board of Directors in consideration of circumstances. Other conditions for exercise shall be subject to the provisions of the agreement on the allotment of Subscription Rights to Shares to be concluded between the Company and the holders of Subscription Rights to Shares, based on resolution at the Board of Directors on the issuance of Subscription Rights to Shares.
Same as on the left
Matters concerning transfer of Subscription Rights to Shares
Subscription Rights to Shares shall not be inherited, offered for pledge or disposed of in any other way.
Same as on the left Matters concerning collateral
payment ― ―
Matters concerning issuance of Subscription Rights to Shares accompanying organizational restructuring
(Note 3) (Note 3)
(Notes) 1 If the Company splits its common stock or consolidates its common stock after the date of issuance of Subscription Rights to Shares, exercise price shall be adjusted according
Exercise price
after adjustment = before adjustment Exercise price ×
Exercise price after adjustment Exercise price before adjustment
to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up.
Furthermore, in the event of issuance of common stock or disposal of treasury stock at price below market value after the date of issuance of Subscription Rights to Shares (except those associated with the exercise of Subscription Rights to Shares, or those associated with the exercise of Subscription Rights to Shares in accordance with provisions of Article 280-19 of the Commercial Code prior to its amendment on April 1, 2002, or those associated with the exercise of subscription warrants on bond in accordance with the provisions of Article 341-8 of the said Code), exercise price shall be adjusted according to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up. In other cases of issuance of Subscription Rights to Shares (insofar as price of the shares issued in association with the exercise of such subscription rights is below the market value at the time of issuance of the Subscription Rights to Shares), exercise price shall be adjusted likewise.
Number of shares issued in the following formula shall refer to the total number of shares issued in the Company less the number of treasury stocks held by the Company.
2 Scheduled number of shares including those yet to be cancelled.
3 In the event of share exchange or share transfer in which the Company becomes a wholly owned subsidiary, obligations based on the Subscription Rights to Shares shall be succeeded by the company which becomes the Company’s wholly-owning parent as a result of such share exchange or share transfer (hereinafter referred to as “Succeeding Company”). Policy for determining the contents of Subscription Rights to Shares to be succeeded shall be as follows.
1) Class of Shares to be Issued
Shares in the Succeeding Company of the same class as the common stocks in the Company.
2) Number of Shares to be Issued
This shall be calculated by multiplying the number of shares to be issued upon the exercise of Subscription Rights to Shares by the number of shares in the Succeeding Company allotted to one share in the Company at the time of share exchange or share transfer (hereinafter referred to as “Share Allotment Ratio”). Any fraction less than one share shall be rounded up.
3) Exercise Price
This shall be the amount calculated by dividing the cash payment at the time of exercise of the Subscription Rights to Shares by the Share Allotment Ratio. Any fraction less than ¥1 shall be rounded up.
4) Exercise Period
This shall be the exercise period of these Subscription Rights to Shares. In the event that such exercise period has already started at the time of the succession, it shall start on the effective date of the share exchange or share transfer, and shall end on the expiry date of such exercise period.
5) Conditions for Exercise
This shall be determined in accordance with the conditions for the exercise of these Subscription Rights to Shares.
6) Reasons and Conditions for Cancellation
This shall be determined in accordance with the reasons of and conditions for the cancellation of these Subscription Rights to Shares.
＝ × Number of shares issued ＋
Number of shares newly issued × Cash payment per share
Share price prior to new issuance Number of shares issued＋number of shares newly issued
1
Ratio of split or consolidation
7) Restriction on Transfer
Transfer of Subscription Rights to Shares requires approval by the Board of Directors of the Succeeding Company.
Extraordinary Resolution at General Shareholders’ Meeting (March 27, 2008)
As of the end of fiscal year (December 31, 2014)
As of the end of month preceding the submission date
(February 28, 2015) Number of Subscription Rights
to Shares 17,428 16,205
Of the Subscription Rights to Shares, the number of own
Subscription Rights to Shares 7,145 7,145
Class of shares to be issued upon exercise of Subscription
Rights to Shares Common stock Same as on the left
Number of shares to be issued upon exercise of Subscription
Rights to Shares 1,742,800 (Note 1) 1,620,500 (Note 1)
Cash payment upon exercise of Subscription Rights to Shares
¥563 per share
(Note 1) ¥563 per share (Note 1)
Exercise period of Subscription
Rights to Shares From March 28, 2012 to March 26, 2018 Same as on the left
Issue price for shares issued through exercise of Subscription Rights to Shares and the amount to be included in capital
Issue price: ¥841
Amount to be included in capital: ¥421 (Note 1)
Issue price: ¥841
Amount to be included in capital: ¥421 (Note 1)
Conditions for exercise of Subscription Rights to Shares
Those who received the allotment of the issue of Subscription Rights to Shares shall remain Directors, Company Auditors or employees of the Company, or its subsidiaries or associates at the time of exercising such rights, provided however that exceptional treatment may be allowed in this regard by the Board of Directors in consideration of circumstances. Other conditions for exercise shall be subject to the provisions of the agreement on the allotment of Subscription Rights to Shares to be concluded between the Company and the holders of Subscription Rights to Shares, based on resolution at the Board of Directors on the issuance of Subscription Rights to Shares.
Same as on the left
Matters concerning transfer of Subscription Rights to Shares
Subscription Rights to Shares shall not be inherited, offered for pledge or disposed of in any other way.
Same as on the left Matters concerning collateral
payment ― ―
Matters concerning issuance of Subscription Rights to Shares accompanying organizational restructuring
(Note 3) (Note 3)
(Notes) 1 If the Company splits its common stock or consolidates its common stock after the date of issuance of Subscription Rights to Shares, exercise price shall be adjusted according
Exercise price
after adjustment = before adjustment Exercise price ×
Exercise price after adjustment Exercise price before adjustment
to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up.
Furthermore, in the event of issuance of common stock or disposal of treasury stock at price below market value after the date of issuance of Subscription Rights to Shares (except those associated with the exercise of Subscription Rights to Shares, or those associated with the exercise of Subscription Rights to Shares in accordance with provisions of Article 280-19 of the Commercial Code prior to its amendment on April 1, 2002, or those associated with the exercise of subscription warrants on bond in accordance with the provisions of Article 341-8 of the said Code), exercise price shall be adjusted according to the following formula. Any fraction less than ¥1 as a result of such adjustment shall be rounded up. In other cases of issuance of Subscription Rights to Shares (insofar as price of the shares issued in association with the exercise of such subscription rights is below the market value at the time of issuance of the Subscription Rights to Shares), exercise price shall be adjusted likewise.
Number of shares issued in the following formula shall refer to the total number of shares issued in the Company less the number of treasury stocks held by the Company.
2 Scheduled number of shares including those yet to be cancelled.
3 In the event of share exchange or share transfer in which the Company becomes a wholly owned subsidiary, obligations based on the Subscription Rights to Shares shall be succeeded by the company which becomes the Company’s wholly-owning parent as a result of such share exchange or share transfer (hereinafter referred to as “Succeeding Company”). Policy for determining the contents of Subscription Rights to Shares to be succeeded shall be as follows.
1) Class of Shares to be Issued
Shares in the Succeeding Company of the same class as the common stocks in the Company.
2) Number of Shares to be Issued
This shall be calculated by multiplying the number of shares to be issued upon the exercise of Subscription Rights to Shares by the number of shares in the Succeeding Company allotted to one share in the Company at the time of share exchange or share transfer (hereinafter referred to as “Share Allotment Ratio”). Any fraction less than one share shall be rounded up.
3) Exercise Price
This shall be the amount calculated by dividing the cash payment at the time of exercise of the Subscription Rights to Shares by the Share Allotment Ratio. Any fraction less than ¥1 shall be rounded up.
4) Exercise Period
This shall be the exercise period of these Subscription Rights to Shares. In the event that such exercise period has already started at the time of the succession, it shall start on the effective date of the share exchange or share transfer, and shall end on the expiry date of such exercise period.
5) Conditions for Exercise
This shall be determined in accordance with the conditions for the exercise of these Subscription Rights to Shares.
6) Reasons and Conditions for Cancellation
This shall be determined in accordance with the reasons of and conditions for the cancellation of these Subscription Rights to Shares.
＝ × Number of shares issued ＋
Number of shares newly issued × Cash payment per share
Share price prior to new issuance Number of shares issued＋number of shares newly issued
1
Ratio of split or consolidation
7) Restriction on Transfer
Transfer of Subscription Rights to Shares requires approval by the Board of Directors of the Succeeding Company.
Extraordinary Resolution at General Shareholders’ Meeting (March 27, 2009)
As of the end of fiscal year (December 31, 2014)
As of the end of month preceding the submission date (February 28, 2015) Number of Subscription Rights to
Shares 8,237 7,798
Of the Subscription Rights to Shares, the number of own
Subscription Rights to Shares 3,153 3,153
Class of shares to be issued upon exercise of Subscription Rights to
Shares Common stock Same as on the left
Number of shares to be issued upon exercise of Subscription
Rights to Shares 823,700 (Note 1) 779,800 (Note 1)
Cash payment upon exercise of
Subscription Rights to Shares ¥707 per share (Note 1) ¥707 per share (Note 1)
Exercise period of Subscription
Rights to Shares From March 28, 2013 to March 26, 2019 Same as on the left
Issue price for shares issued through exercise of Subscription Rights to Shares and the amount to