Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.
The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1968
June 14, 2023
(Electronic provision of documents starts on: June 7, 2023)
To Shareholders with Voting Rights:
Jo Nojiri
Representative Director
President and Chief Executive Officer
TAIHEI DENGYO KAISHA, LTD.
2-4, Kanda Jimbo-cho, Chiyoda-ku,
Tokyo, JapanNOTICE FOR 83rd ANNUAL GENERAL MEETING OF SHAREHOLDERSTAIHEI DENGYO KAISHA, LTD. is calling its 83rd Annual General Meeting of Shareholders as scheduled
hereunder. We extend a cordial invitation to our individual shareholders to attend the meeting.
The Company takes measures for electronic provision in convening this General Meeting of Shareholders.
Matters to be provided electronically are posted on the website below as “Notice for 83rd Annual General
Meeting of Shareholders.”
The Company’s website:
https://www.taihei-dengyo.co.jp/en/ir/finance/
1. Date/Time: 10:00 a.m., Thursday, June 29, 2023 (reception opens at 9:00 a.m.)
2. Place:

The Banquet Hall Phoenix, 2F, Kudan-Kaikan Terrace
1-6-5, Kudanminami,
Chiyoda-ku, Tokyo, Japan
Please note that we have changed the venue this year.

3. Agenda for Meeting:
Reports(1)(2)

The business report, the consolidated financial statements, and the audit results on the
consolidated financial statements submitted by the Accounting Auditor and the Audit &Supervisory Board for the 83rd business term of April 1, 2022, to March 31, 2023
The non-consolidated financial statements for the 83rd business term of April 1, 2022, toMarch 31, 2023

Resolutions
Resolution-1:
Resolution-2:

Appointment of 8 Directors
Appointment of 1 Substitute Audit & Supervisory Board Member－1－REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Resolutions as Proposed and Reference Information:
Resolution-1: Appointment of 8 Directors
All of our directors (8) will complete their terms of office at the time that this Annual General Meetingof Shareholders has been completed. Accordingly, we request shareholders’ approval for 8 membersof directors including 3 outside directors.
The candidates for the post of director are as follows:
No.

Name
(Date of Birth)

Jo Nojiri(Jan. 29, 1959)
1

Reappointment
Number of Board of
Directors meetings
attended:
15 of 15 meetings

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held
Mar. 1984 Joined the Company
Jul. 2007 Promoted to General Manager, Maintenance
Department
Apr. 2008 Promoted to Executive Officer/ General
Manager, Maintenance Department
Jun. 2009 Promoted to Senior Executive Officer/ Deputy
General Manager, Construction Operations
Division and General Manager, Maintenance
Department
Apr. 2012 Promoted to Senior Executive Officer/ General
Manager, Construction Operations DivisionJun. 2012 Appointed as Director and Senior Executive
Officer/ General Manager, Construction
Operations Division
Apr. 2013 Appointed as Representative Director, President
and Chief Executive Officer
To the Present[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Jo Nojiri
possesses extensive professional experience and offers
excellent insights and leadership for tackling the importantmanagerial issues of the TDK Group quickly and boldly andfor producing good results. Therefore, we believe that Mr.
Nojiri is suitable as a director of the Company and havereappointed him as a candidate for director.

－2－

Number of
Shares of theCompany Held

21,100No.

Name(Date of Birth)

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held
Mar. 1987
Jan. 2007

Hiroaki Ito(Sep. 8, 1964)
Reappointment

2

Number of Board of
Directors meetings
attended:
15 of 15 meetings

Joined the Company
Promoted to Site Manager of Electrical andInstrumentation Construction Works for ShinNagoya Thermal Power Station Unit 8
Apr. 2014 Promoted to General Manager, Maintenance
Department
Jun. 2014 Promoted to General Manager, Maintenance
Department and General Manager, Nuclear
Power Department
Oct. 2015 Promoted to Executive Officer/ Deputy
General Manager, Construction Operations
Division and General Manager, Maintenance
Department
Apr. 2017 Promoted to Executive Officer/ General Manager,
Tokyo Branch OfficeJun. 2019 Appointed as Director and Senior Executive
Officer/ Supervising Director, East Japan
Division and Deputy General Manager,
Construction Operations DivisionJun. 2020 Appointed as Director and Senior Executive
Officer/ General Manager, Sales Operations
Division and in charge of Power Business
DivisionJ u l . 2022 Appointed as Director and Managing Executive
Officer/ General Manager, Sales Operations
DivisionTo the Present[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Hiroaki Itopossesses abundant experience and excellent insights
concerning the business activities of the TDK Group in theconstruction department, sales department, and at the Branch
Offices. Therefore, we believe that Mr. Ito is suitable as adirector of the Company and have reappointed him as a
candidate for director.

－3－

Number of
Shares of theCompany Held

7,900

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held
Mar. 1986
J u l . 2007

Shinya Kusaka(May 15, 1963)
Reappointment

3

Number of Board of
Directors meetings
attended:
15 of 15 meetings

Masaki Ariyoshi(Nov. 24, 1961)
4

Reappointment
Number of Board of
Directors meetings
attended:
14 of 15 meetings

Joined the Company
Promoted to General Manager, Sales
Department, Nagoya Branch Office
Apr. 2010 Promoted to General Manager, Accounting
Department
Oct. 2014 Promoted to Executive Officer/ General
Manager, Accounting Department
Apr. 2017 Promoted to Executive Officer/ Deputy General
Manager, General Affairs Administrative
Division
Jun. 2017 Appointed as Director and Senior Executive
Officer/ General Manager, General Affairs
Administrative Division
Apr. 2018 Appointed as Director and Senior Executive
Officer/ General Manager, General Affairs
Administrative Division and General Manager,
Accounting Department
Oct. 2021 Appointed as Director and Senior Executive
Officer/ General Manager, General Affairs
Administrative Division
To the Present[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Shinya Kusaka
possesses abundant experience and excellent insights
concerning the business activities of the TDK Group in theaccounting department. Therefore, we believe that Mr.
Kusaka is suitable as a director of the Company and havereappointed him as a candidate for director.
Mar. 1984 Joined the Company
Apr. 2002 Promoted to Office manager, Maintenance
Office at Taiheiyo Cement Kamiiso factory
Mar. 2010 Promoted to Construction Site Manager ofKamiiso Waste Heat Power Plant Project
Apr. 2014 Promoted to Office Manager, Tomari
Maintenance Office
Apr. 2017 Promoted to General Manager, Construction
Department, Hokkaido Branch Office
Apr. 2019 Promoted to Executive Officer/ General
Manager, Tohoku Branch OfficeJun. 2020 Appointed as Director and Senior Executive
Officer/ Supervising Director, East Japan Division
and Deputy General Manager, Construction
Operations Division
J u l . 2021 Appointed as Director and Senior Executive
Officer/ Deputy General Manager, Construction
Operations Division
J u l . 2022 Appointed as Director and Senior Executive
Officer/ General Manager, Construction
Operations Division
To the Present[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Masaki
Ariyoshi possesses abundant experience and excellent
insights concerning the business activities of the TDK Groupin the construction department and at the Branch Offices.
Therefore, we believe that Mr. Ariyoshi is suitable as adirector of the Company and have reappointed him as a
candidate for director.

Number of
Shares of theCompany Held

－4－

12,200

8,900

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held
Mar. 1987
May 2014

Shingo Okamoto(Aug. 27, 1963)
Reappointment

5

Number of Board of
Directors meetings
attended:
10 of 10 meetings

Satoru Asai
(Sep. 23, 1954)
Reappointment
Independent

6
Number of Board of
Directors meetings
attended:
15 of 15 meetings

Joined the Company
Promoted to Manager, Electrical andInstrumentation Design Section, Design
Department
Apr. 2016 Promoted to Deputy General Manager, Tohoku
Branch Office
Apr. 2017 Promoted to Executive Officer/General Manager,
Tohoku Branch Office
Apr. 2019 Promoted to Executive Officer/General Manager,
Nagoya Branch OfficeJ u l . 2022 Appointed as Director and Senior Executive
Officer/ General Manager, Technical &Engineering Operations Division and in chargeof Power Business Division
To the Present[Reasons for the appointment as a candidate for director]
As outlined in his career summary above, Mr. Shingo
Okamoto possesses abundant experience and excellent
insights concerning the business activities of the TDK Groupin technical & engineering departments and at the Branch
Offices. Therefore, we believe that Mr. Okamoto is suitable
as a director of the Company and have reappointed him asa candidate for director.
Apr. 1980 Joined Tokyo Shibaura Electric Co., Ltd.
(currently Toshiba Corporation)
Mar. 2014 Conferred with a doctorate in Engineering
Sep. 2014 Retired from Toshiba Corporation
Apr. 2015 Appointed as Professor, Division of Materials
and Manufacturing Science, Graduate School ofEngineering, Osaka University
Apr. 2020 Specially Appointed Professor, DAIHEN
Welding and Joining Research Alliance
Laboratories, Joining and Welding ResearchInstitute, Osaka University
To the Present
Jun. 2020 Appointed as Outside Director
To the Present[Reasons for the appointment as a candidate for outside
director and expected roles]
Mr. Satoru Asai satisfies the requirements for independent
director/audit & supervisory board member as stipulated by
Tokyo Stock Exchange, Inc. The Company expects that hewill reflect his many years of experience as a researcher inthe field of welding engineering in the Company’s
management from an independent standpoint and thus
recommends his election as an outside director. Although
Mr. Asai has not been engaged in company management
directly, based on the reasons above, we believe that he will
be able to execute the duties as an outside director
appropriately and have reappointed him as a candidate foroutside director.

－5－

Number of
Shares of theCompany Held

1,800

0

No.

Name
(Date of Birth)

Ichiro Wada
(Aug. 4, 1952)

7

Reappointment
Independent
Number of Board of
Directors meetings
attended:
15 of 15 meetings

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held
Apr. 1985 Registered as a lawyer
Joined Nagashima & Ohno (currently Nagashima
Ohno & Tsunematsu)
J u l . 1990 Retired from Nagashima & Ohno (currently
Nagashima Ohno & Tsunematsu)
Jun. 2004 Appointed as Vice-Chairperson, Labor
Legislation Committee, Japan Federation of Bar
Associations
To the Present
Oct. 2006 Legal Aid Review Committee Member, Japan
Legal Support Center
To the Present
J u l . 2010 Appointed as Director, MISHIMA KAIUNMEMORIAL FOUNDATION
To the Present
Jun. 2016 Appointed as Outside Audit & Supervisory Board
Member
Feb. 2019 Established Ushijima, Wada and Fujitsu Law
Firm (currently Ushijima, Wada, Fujitsu andYoshinaga Law Firm)
Jun. 2020 Retired as Outside Audit & Supervisory Board
MemberJun. 2021 Appointed as Outside Director
To the Present[Reasons for the appointment as a candidate for outside
director and expected roles]
Mr. Ichiro Wada satisfies the requirements for independent
director/audit & supervisory board member as stipulated by
Tokyo Stock Exchange, Inc. He is a lawyer withconsiderable knowledge of corporate legal affairs. The
Company expects that he will reflect his professional
knowledge and experience in the Company’s managementfrom an independent standpoint and thus recommends hiselection as an outside director. Although Mr. Wada has notbeen engaged in company management directly, based on
the reasons above, we believe that he will be able to executethe duties as an outside director appropriately and havereappointed him as a candidate for outside director.

－6－

Number of
Shares of theCompany Held

0

No.

Name
(Date of Birth)

Career Summary, Position and Responsibility at theCompany, and Significant Office(s) Concurrently Held

Number of
Shares of theCompany Held

Sep. 2007 Registered as a lawyer
Joined Mori Hamada & MatsumotoJan. 2017 Appointed as Partner at Mori Hamada &MatsumotoApr. 2019 Appointed as Part-time Lecturer, Faculty of Law,
The University of Tokyo
Dec. 2020 Retired from Mori Hamada & MatsumotoJan. 2021 Joined Hifumi Law
Appointed as Partner at Hifumi Law
To the Present
Mar. 2021 Retired as Part-time Lecturer, Faculty of Law,
Fuyuki Kojima
The University of Tokyo(Jan. 1, 1984)
Oct. 2021 Appointed as Outside Auditor, Shinsei CapitalPartners, Ltd.
Reappointment
To the Present
Independent0
Jun. 2022 Appointed as Outside Director
8To
the
Present
Number of Board of[Reasons for the appointment as a candidate for outside
Directors meetings
director and expected roles]
attended:
Mr. Fuyuki Kojima satisfies the requirements for
10 of 10 meetings
independent director/audit & supervisory board member as
stipulated by Tokyo Stock Exchange, Inc. He is a lawyer withconsiderable knowledge of corporate legal affairs. The
Company expects that he will reflect his professional
knowledge and experience in the Company’s managementfrom an independent standpoint and thus recommends hiselection as an outside director. Although Mr. Kojima has notbeen engaged in company management directly, based on
the reasons above, we believe that he will be able to executethe duties as an outside director appropriately and havereappointed him as a candidate for outside director.
Notes: 1. There are no special interests between the Company and each of the above-listed director
candidates.
2. “Number of Board of Directors meetings attended:” of Mr. Shingo Okamoto and Mr. Fuyuki
Kojima shows the number of meetings they attended after they assumed office in June 2022.
3. Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima are candidates for outside director.
4. Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima satisfy the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo Stock Exchange, Inc. andhave been registered with the Exchange as independent directors.
5. The term of office of Mr. Satoru Asai as outside director will be three years, that of Mr. Ichiro
Wada will be two years, and that of Mr. Fuyuki Kojima will be one year at the time that this Annual
General Meeting of Shareholders has been completed.
6. Contracts limiting the liabilities of outside directors
Article 29 of the Company’s current Articles of Incorporation stipulates that pursuant to theprovisions of Clause 1, Article 427 of the Companies Act, the Company may enter into a contract
with each of the directors (excluding executive directors, etc.) to limit such liabilities for damages
caused by negligence of their duties; provided, however, the limit of liability under such contract
shall be the amount set by laws and regulations. The Company entered into the contracts with
Mr. Satoru Asai, Mr. Ichiro Wada and Mr. Fuyuki Kojima at their assumption of office as outside
directors. If the reappointments of these candidates are approved, the Company plans tocontinue the contracts with them to limit their liabilities.
7. The Company has entered into a directors and officers liability insurance contract provided for in
Clause 1, Article 430-3 of the Companies Act with an insurance company. The insurance covers
legal damages and litigation expenses to be borne by insured persons. If the candidates for
director are elected, they will become the insured persons under said insurance contract. The
Company intends to renew said insurance contract with the same contents when it is next due
for renewal.

－7－

Resolution-2: Appointment of 1 Substitute Audit & Supervisory Board Member
In the event that the number of audit & supervisory board members falls below the required number
stipulated by laws and regulations, we request shareholders’ approval for 1 substitute audit &supervisory board member to stand ready as a substitute for Ms. Setsuko Yamada and Mr. Yoshiyuki
Higuchi, the current outside audit & supervisory board members now in office.
The Audit & Supervisory Board has already approved this Resolution-2.
The candidate for the post of substitute audit & supervisory board member is as follows:
Name(Date of Birth)

Career Summary and Position at the Company, andSignificant Office(s) Concurrently Held
Oct. 1992

Number of
Shares of theCompany Held

Joined Chuo Shinko Audit Corporation (subsequently
Misuzu Audit Corporation, dissolved in July 2007)
Apr. 1996 Registered as a Certified Public Accountant
Sep. 2006 Appointed as Researcher, Self-Regulation Division,
The Japanese Institute of Certified Public
Accountants
Aug. 2007 Transferred to ShinNihon Audit Corporation (currently
Ernst & Young ShinNihon LLC)
Aug. 2009 Retired from ShinNihon Audit LLC (currently Ernst &Young ShinNihon LLC)
Sep. 2009 Appointed as Group Manager, Self-Regulation
Division, The Japanese Institute of Certified Public
Accountants
J u l . 2012 Retired as Group Manager, Self-Regulation Division,
The Japanese Institute of Certified Public
Eriko Itakura
Accountants(Surname on family
Sep. 2018 Established Eriko Itakura CPA Officeregister: Suzuki)
Jun. 2022 Appointed as Executive Secretary, The Japanese
0(Feb. 9, 1967)
Institute of Certified Public Accountants Chiba
ChapterIndependent
To the Present[Reasons for the appointment as a candidate for substitute outside
audit & supervisory board member]
Ms. Eriko Itakura satisfies the requirements for independent
director/audit & supervisory board member as stipulated by Tokyo
Stock Exchange, Inc. She is a Certified Public Accountant withconsiderable knowledge of finance and accounting. She willreflect her professional knowledge and experience in the
Company’s audits, and the Company therefore proposes her
election as a substitute outside audit & supervisory board
member. Although Ms. Itakura has not been directly engaged incompany management, based on the reasons above, we believethat she will be able to execute the duties as an outside audit &supervisory board member appropriately and have appointed her
as a candidate for substitute outside audit & supervisory board
member.
Notes: 1. There are no special interests between the Company and the above-listed substitute audit &supervisory board member candidate.
2. If Ms. Eriko Itakura is appointed as an outside audit & supervisory board member, the Company
plans to register her as an independent audit & supervisory board member with Tokyo Stock
Exchange, Inc.
3. Ms. Eriko Itakura changed her surname to Suzuki after marriage, but she retains her maiden
name, Itakura, professionally.
4. Contracts limiting the liabilities of the outside audit & supervisory board members
Article 38 of the Company’s current Articles of Incorporation stipulates that pursuant to theprovisions of Clause 1, Article 427 of the Companies Act, the Company may enter into a contract
with each of the audit & supervisory members to limit such liabilities for damages caused by
negligence of their duties; provided, however, the limit of liability under such contract shall be theamount set by laws and regulations. Accordingly, the Company plans to enter into the contract
with Ms. Eriko Itakura, a candidate for substitute outside audit & supervisory board member, at
her assumption of office as outside audit & supervisory member.

－8－

5. The Company has entered into a directors and officers liability insurance contract provided for in
Clause 1, Article 430-3 of the Companies Act with an insurance company. The insurance covers
legal damages and litigation expenses to be borne by insured persons. If Ms. Eriko Itakura isappointed as an outside audit & supervisory board member, she will become the insured person
under said insurance contract.

－9－

[Reference] Skill Matrix for Directors, Audit & Supervisory Board Members and Substitute Audit &Supervisory Board Member(Subject to the election of the candidates for director and substitute audit &supervisory board member at this Annual General Meeting of Shareholders)
The table below lists specific areas of expertise the directors and audit & supervisory board
members (including a substitute audit & supervisory board member) are expected todemonstrate, but is not an exhaustive list of their expertise and experience.
Expected fields of expertise

Name

Position after thisAnnual General
Corporate
Meeting ofManagement / Construction Research &Finance/
Shareholders (Plan) Management Management Development Accounting

GlobalStrategy

Jo
Nojiri

HiroakiIto
ShinyaKusakaMasakiAriyoshi
ShingoOkamotoSatoruAsaiIchiroWada
Fuyuki
KojimaYutakaAoki
Yasunori
Yamamura
Setsuko
YamadaYoshiyuki
Higuchi
Eriko
ItakuraDirector
Director
Director
Director
Director
Outside Director

●
●
●
●
●

Legal Affairs/
RiskManagement

●
●

●
●
●

Sales

ESG/
Sustainability

●
●

●
●
●

Outside Director
Outside Director●●

Audit & Supervisory
Board Member
Audit & Supervisory
Board Member
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberSubstitute Audit &Supervisory Board
Member

●
●

●
●
●
●
●

●
●

－10－

●
●
●
●

ATTACHED DOCUMENTS
Orders Received, Orders Completed and Carried Forward Work

Category

Balance Brought
forward from thePrevious
Consolidated
Fiscal Year

Orders Received Orders Completed
in the Current
in the Current
Consolidated
Consolidated
Fiscal Year
Fiscal Year

(Unit : ¥1 million)
Balance
Carried forward
to the Next
Consolidated
Fiscal Year

Construction Segment

41,326

58,20044,20755,319Maintenance andRenovation Segment

37,90079,40081,56635,734

Total

79,226

137,601

125,774

91,053

Domestic Division

71,083

129,205

112,974

87,314

Overseas Division

8,142

8,395

12,7993,739

Notes: 1. Fractional numbers of less than a million yen have been omitted.
2. Construction Segment includes businesses such as installation and reconstruction works, etc.,
for thermal power plants, nuclear power plants, iron and steel-related plants, environmental
preservation plants and chemical plants, etc., electric and instrumentation work, and insulationand painting works incidental to these facilities, as well as demolition and decommissioning, etc.,
of various plants and facilities.
3. Maintenance and Renovation Segment includes businesses such as periodic inspection, daily
maintenance, renovation, etc., for the various plants and facilities mentioned above as well as
operation of power plants.

－11－

Business Results and Summary of Assets(Unit : ¥1 million)
FY-201980th Term

FY-2020
81st Term

FY-202182nd Term

FY-202283rd Term

Orders Received

125,393

124,747

120,844

137,601

Net Sales

119,459

127,779

126,908

125,774

Ordinary Income

9,580

8,329

13,12515,092

Profit Attributable to Ownersof Parent

6,190

5,613

8,406

10,619Basic Earnings per Share (¥)

326.75295.54442.50558.41

Total Assets

127,571

128,757

131,738

147,039Net Assets

67,623

73,11380,42389,533Category

Notes: 1. Fractional numbers of less than a million yen have been omitted.
2. Basic earnings per share is calculated based on the average number of shares issued andoutstanding during the term (excluding treasury shares).
3. From the beginning of the 82nd consolidated fiscal year, the Company has adopted the“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andothers.

－12－

Directors and Audit & Supervisory Board Members
List of Directors and Audit & Supervisory Board Members
Position

Name

Duties at the Company
and Significant Office(s)Concurrently Held

Representative Director,
President and Chief Executive
Officer

Jo Nojiri

Director and Managing
Executive Officer

Hiroaki Ito

General Manager, Sales
Operations Division

Director and Senior Executive
Officer

Shinya Kusaka

General Manager, General Affairs
Administrative Division

Director and Senior Executive
Officer

Masaki Ariyoshi

Director and Senior Executive
Officer

Shingo Okamoto

Outside Director

Satoru Asai

Outside Director

Ichiro Wada

Outside Director

Fuyuki Kojima

Audit & Supervisory
Board Member (full-time)

Yutaka Aoki

Audit & Supervisory
Board Member (full-time)

Yasunori Yamamura

Outside Audit & Supervisory
Board Member

Setsuko Yamada

General Manager, Construction
Operations Division
General Manager, Technical &Engineering Operations Divisionand in charge of Power Business
Division
Specially Appointed Professor,
Osaka University
Lawyer, Vice-Chairperson, Labor
Legislation Committee, Japan
Federation of Bar Associations,
Legal Aid Review Committee
Member, Japan Legal Support
Center, Director, MISHIMA KAIUNMEMORIAL FOUNDATION
Lawyer, Outside Auditor, Shinsei
Capital Partners, Ltd.

LawyerCertified Public Accountant,
Outside Audit & Supervisory
Outside Audit & Supervisory
Yoshiyuki Higuchi
Board Member, EPS Holdings,
Board Member
Inc., Outside Director,
MICRONICS JAPAN CO., LTD.
Notes: 1. Directors Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima are outside directors as
stipulated in Item 15, Article 2, of the Companies Act. The Company has already appointed
Directors Mr. Satoru Asai, Mr. Ichiro Wada, and Mr. Fuyuki Kojima as independent directors, as
required under the provisions of Tokyo Stock Exchange, Inc.
2. There are no special interests between the Company and the entities at which the outside
directors concurrently hold their positions.
3. Audit & supervisory board members Ms. Setsuko Yamada and Mr. Yoshiyuki Higuchi are outside
audit & supervisory board members as stipulated in Item 16, Article 2, of the Companies Act. The
Company has already appointed both Ms. Setsuko Yamada and Mr. Yoshiyuki Higuchi as
independent audit & supervisory board members, as required under the provisions of Tokyo Stock
Exchange, Inc.
4. There are no special interests between the Company and the entities at which the outside audit& supervisory board members concurrently hold their positions.

－13－

5. The audit & supervisory board member Ms. Setsuko Yamada retired from the position of Outside
Audit & Supervisory Board Member of NAKANO REFRIGERATORS CO., LTD. on March 29,
2023.
6. The audit & supervisory board member Ms. Setsuko Yamada is a lawyer with considerable
knowledge regarding corporate legal affairs.
7. The audit & supervisory board member Mr. Yoshiyuki Higuchi is a Certified Public Accountant
with considerable knowledge regarding finance and accounting.

－14－Consolidated Balance Sheet(as of March 31, 2023)(Unit : ¥1 million)
Assets
Account item
Current assets

Amount104,316

Cash and deposits
Notes receivable, accounts receivable fromcompleted construction contracts, andcontract assets
Electronically recorded monetary claims - operating
Costs on construction contracts in progress
Raw materials and supplies
Prepaid expenses
Income taxes refund receivable
Other
Allowance for doubtful accounts

Liabilities
Account item

48,94442,545
1,792
9,954
71
339
131
538
(1)

Non-current assets

42,723

Property, plant and equipment

21,275

Buildings and structures
Machinery and vehicles
Tools, furniture and fixtures
Land
Leased assets
Construction in progress

8,224
3,366
295
8,989
348
53

Current liabilities
Notes payable-trade and accounts
payable for construction contracts
Electronically recorded obligations - operating
Current portion of long-term borrowings
Lease liabilities
Accounts payable - other
Income taxes payable
Contract liabilities
Provision for bonuses
Provision for bonuses for directors (and otherofficers)
Provision for warranties for completed
constructions
Provision for losses on construction contracts
Electronically recorded obligations - facilities
Other
Non-current liabilities
Bonds payable
Long-term borrowings
Lease liabilities
Retirement benefit liability
Provision for share awards for directors(and otherofficers)
Provision for retirement benefits for directors(andother officers)
Other
Total liabilities

Amount
38,750
9,879
8,916
968
134
4,520
3,120
7,988
1,018
123
127
685
114
1,152
18,755
5,000
9,255
236
3,832
151
50
230
57,506

Net assets
Intangible assets

272

Leasehold rights
Lease assets
Other

37
22
211

Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares

Investments and other assets

21,174

Investment securities
Long-term loans receivable
Business insurance
Deferred tax assets
Real estate for rentLong-term bank cash
Other
Allowance for doubtful accounts

11,499 Accumulated other comprehensive income
259
Valuation difference on available-for-sale
1,129
securities
1,292
Foreign currency translation adjustment
6,129
Remeasurements of defined benefit plans
317
806 Non-controlling interests(259)
Total net assets
147,039
Total liabilities and net assets

Total assets

Note: Fractional numbers of less than a million yen have been omitted.

－15－

85,9974,000
4,917
79,166(2,087)
2,228
2,852
(235)
(388)
1,308
89,533147,039

Consolidated Statement of Income(for the fiscal year ended March 31, 2023)(Unit : ¥1 million)
Account item

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividends income
Share of profit of entities accounted for using equity
methodRental income from non-current assets
Foreign exchange gains
Insurance claim income
Insurance return
Other
Non-operating expenses
Interest expenses
Rental expenses on non-current assets
Borrowing fee
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on recovery of money transfer scam at overseas
branchExtraordinary losses
Loss on retirement of non-current assets
Loss on valuation of investment securities
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent
Note: Fractional numbers of less than a million yen have been omitted.

－16－

125,774
101,296
24,478
10,133
14,345
314
161
378
106
24
148
107
51
153
167
122

1,242

494
15,092

24
74
238
0
18
4,994
(250 )

336

18
15,4104,744
10,666
46
10,619

Consolidated Statement of Changes in Equity(for the fiscal year ended March 31, 2023)(Unit : ¥1 million)
Shareholders’ equity

Balance as of April 1, 2022

Share capital

Capital surplus

4,000

4,917

Retainedearnings

70,456

Total
shareholders’equityTreasuryshares(2,157)

77,216

Change during the consolidated
fiscal year
Dividends of surplus(1,909)(1,909)Profit attributable to owners ofparent10,61910,619Purchase of treasury shares

(0)

(0)

Disposal of treasury shares

70

70

Net changes in items other thanshareholders’ equity during theconsolidated fiscal year
Total of changes during theconsolidated fiscal year
Balance as of March 31, 2023

—

—

8,710

69

8,780

4,000

4,917

79,166(2,087)85,997

Accumulated other comprehensive income

Balance as of April 1, 2022

Valuationdifference on
available-forsale securities

Foreigncurrencytranslation
adjustment

Remeasurements ofdefinedbenefit plans

Total
accumulated
othercomprehensive
incomeNoncontrollinginterests

Total
net
assets

2,542

(267)

(325)

1,950

1,256

80,423

Change during the consolidated
fiscal year
Dividends of surplus(1,909)Profit attributable to owners ofparent10,619Purchase of treasury shares(0)

Disposal of treasury shares

70

Net changes in items other thanshareholders’ equity during theconsolidated fiscal year

309

32

(63)

277

51

329

Total of changes during theconsolidated fiscal year

309

32

(63)

277

51

9,109

Balance as of March 31, 2023

2,852

(235)

(388)

2,228

1,308

89,533

Note: Fractional numbers of less than a million yen have been omitted.

－17－

MEMO

－18－

MEMO

－19－