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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:  The Chuo Mitsui Trust and Banking Co., Ltd.
33-1, Shiba 3-chome, Minato-ku, Tokyo Place of business:  Head Office, The Chuo Mitsui Trust and Banking Co., Ltd.
33-1, Shiba 3-chome, Minato-ku, Tokyo Intermediary offices:  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. (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.




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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.




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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.




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(Representative of a Corporation) Article 16. If a shareholder or beneficial shareholder is a corporation, such shareholder or
beneficial shareholder shall file notification of its representative. 2. In the case of a change of such representative notified under the preceding paragraph,
notification thereof shall be filed together with an extract copy from the corporate register. (Notification of Representative for Jointly Owned Shares) Article 17. Shareholders or beneficial shareholders owning shares jointly shall appoint their
representative and file notification thereof under the joint signatures of all the co-owners. 2. The same shall also apply in the case of a change of such representative. (Alteration of Statements Appearing in the Register of Shareholders and the Register of Beneficial
Shareholders and on the Share Certificates) Article 18. If it is desired to have the statements appearing in the register of shareholders
and the register of beneficial shareholders and on the share certificates altered for any of the
following causes, notification thereof shall be submitted together with the share certificates
concerned and an extract copy from the family register or the corporate register or a certificate
of registered matters; provided, however, that it shall not be required to submit share
certificates if the share certificates have not been issued or in the case of any alteration of
statements appearing in the register of beneficial shareholders:  (1)
    
    Change of surname or given name;(2)
    
    Appointment, change or discharge of a legal representative;(3)
    
    Change of trade name or corporate name(4)
    
    Corporate reorganization (Method of Notification by Beneficial Shareholders) Article 19. In case a beneficial shareholder files notification pursuant to this Chapter, the
notification shall be filed through a member of the central depository and clearing system for
share certificates, except for notification of a change of the registered seal filed by a
beneficial shareholder directly with the Company in accordance as provided for by the Center. Chapter VII.  Registration of Loss of Share Certificates (Application for Registration of Loss of Share Certificates) Article 20. In case of an application for the registration of loss of share certificates, the
application in the prescribed form shall be submitted together with a document showing the fact
that the applicant has lost the share certificates. 2. In case the applicant for the registration of loss of share certificates is not a
shareholder or registered pledgee appearing in the register of shareholders, the application shall
be submitted together with a document showing that the applicant has held the share certificates
and a document identifying the applicant, in addition to the document mentioned in the preceding
paragraph.




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(Application for Cancellation of Registration of Loss of Share Certificates) Article 21. In case the registrant of loss of share certificates has found the share
certificates, the registrant shall make an application in the prescribed form for cancellation of
the registration thereof. (Application for Objection to Registration of Loss of Share Certificates) Article 22. In case of an application for objection to the registration of loss of share
certificates, the application in the prescribed form shall be submitted together with the share
certificates concerned. 2. In case the applicant for objection to the registration of loss of share certificates is
not a shareholder or registered pledgee appearing in the register of shareholders, the application
shall be submitted together with a document identifying the applicant, in addition to the document
mentioned in the preceding paragraph. (Alteration of Statements Appearing or Recorded in the Register of Loss of Share Certificates) Article 23. If any registrant of loss of share certificates desires to have his address, name
or other statements appearing or recorded in the register of loss of share certificates altered,
the provisions of Article 14 through Article 18 shall apply, mutatis mutandis. Chapter VIII.  Reissue of Share Certificates (Reissue due to Division or Consolidation) Article 24. In the case of an application for the issuance of new share certificates due to
division or consolidation of share certificates, the application shall be submitted together with
the share certificates concerned. (Reissue due to Loss) Article 25. In the case of an application for the issuance of new share certificates after
share certificates are invalidated as a result of the registration of loss of the share
certificates or in accordance with the procedure as provided for in Article 216, paragraph 1 of the
Commercial Code of Japan, the application in the prescribed form be submitted. (Reissue due to Disfigurement or Mutilation) Article 26. In the case of an application for the issuance of new share certificates due to
disfigurement or mutilation of share certificates, the application shall be submitted together with
the share certificates concerned; provided, however, that if it is difficult to ascertain the
genuineness of the share certificates, the procedure for the registration of loss of share
certificates shall be followed. (Reissue due to the Space Being Used Up) Article 27. In case the columns for persons acquiring a share certificate have been used up,
such share certificate shall be withdrawn and a new share certificate shall be issued.




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Chapter IX.  Purchase of Less-Than-One-Unit Shares (Purchase Request) Article 28. In case a shareholder makes a request for the purchase of less-than-one-unit
shares, the shareholder shall submit the written request in the form prescribed by the Company. 2. In the case of a request under the preceding paragraph, a beneficial shareholder shall
submit the written request through a member of the central depository and clearing system for share
certificates and the Center. (Determination of Purchase Price) Article 29. The per-share purchase price of less-than-one-unit shares shall be the final
price on the Tokyo Stock Exchange on the day on which the purchase request is received at the
transfer agents place of business or any of its transmitting offices set forth in Article 2
hereof; provided, however, that if no sale and purchase transaction is validly made on that day or
it falls on a holiday of the Tokyo Stock Exchange, it shall be the price at which the first sale
and purchase transaction is validly made thereafter. 2. The purchase price shall be an amount obtained by multiplying the per-share purchase price
determined under the preceding paragraph, by the number of shares requested to be purchased. (Payment of Purchase Price) Article 30. The Company shall pay the purchase price to the requesting party within six (6)
business days counting from the day next following the day on which the purchase price was
determined under the preceding Article, with the deduction of the fees specified in Article 32
hereof; provided, however, that if the purchase price is cum dividend or cum right such as a right
to receive shares due to a stock split or to subscribe for new shares, the purchase price shall be
paid no later than the record date or the allocation date. (Passing of the Purchased Shares) Article 31. The less-than-one-unit shares requested to be purchased shall pass to the Company
on the day on which the procedure for payment of the purchase price under the preceding Article has
been completed. Chapter X.  Fees (Fees) Article 32. Fees for the handling of shares of the Company shall be as listed below and
consumption taxes levied thereon shall be collected separately:  (1)
    
    Loss of share certificates under Article 20 hereof:¥8,600 in each instance of the registration of loss of share certificates;
¥500 for each sheet of share certificate registered as lost;
In case of any application for cancellation of the registration of loss of share
certificates, no fees for the registration of loss of share certificates already
collected shall be refunded.




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(2)
    
    Purchase of less-than-one-unit shares under Article 28 hereof:An amount to be separately specified as equivalent to the brokerage commission for sale
and purchase of shares. Chapter XI.  Supplementary Provisions (Amendment and Abolition) Article 33. Any amendment to or abolition of these Regulations shall be governed as provided
for in the Rules for Rule Administration. (Effective Date) Article 34. These Regulations shall become effective as from February 23, 1989. (Revision History) Article 35. These Regulations, as amended, shall become effective as from March 30, 1991.  2.
    
    These Regulations, as amended, shall become effective as from August 1, 1992.3.
    
    These Regulations, as amended, shall become effective as from February 1, 1994.4.
    
    These Regulations, as amended, shall become effective as from April 1, 1994.5.
    
    These Regulations, as amended, shall become effective as from August 1, 1995.6.
    
    These Regulations, as amended, shall become effective as from June 28, 1996.7.
    
    These Regulations, as amended, shall become effective as from September 5, 1996.8.
    
    These Regulations, as amended, shall become effective as from September 8, 1998.9.
    
    These Regulations, as amended, shall become effective as from December 14, 1998.10.
    
    These Regulations, as amended, shall become effective as from October 1, 1999.11.
    
    These Regulations, as amended, shall become effective as from February 14, 2000.12.
    
    These Regulations, as amended, shall become effective as from October 10, 2001.13.
    
    These Regulations, as amended, shall become effective as from June 22, 2002.14.
    
    These Regulations, as amended, shall become effective as from April 1, 2003; provided,
however, that Article 2 hereof, as amended, shall become effective as from May 6, 2003.15.
    
    These Regulations, as amended, shall become effective as from June 1, 2003.16.
    
    These Regulations, as amended, shall become effective as from June 23, 2005.