UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-41433
Warrantee Inc.
6Floor, Otemachi One Tower,
1-2-1 Otemachi, Chiyoda-ku,
Tokyo 100-0004, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Warrantee Inc. (the “Company”) will issue a Notice of Convocation (the “Notice”) of the Company’s General Meeting of Shareholders (the “Meeting”) to be held at 11:00 a.m. (Japan Standard Time) on Friday, June 28, 2024 for the following purpose, as more fully described in the Notice:
• Proposal: Reduction of stated capital
Shareholders are encouraged to read the Notice, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Further, on or about June 14, 2024, the Company will send (i) a voting instruction card to its Japanese stockholders (the “Japanese Card”) and (ii) a voting instruction card for holders to its American Depositary Shares, each representing one share of Company common stock (the “ADS Card”).
This report on Form 6-K does not constitute a proxy solicitation. Shareholders wishing to attend, and/or vote their shares at the Meeting should refer to, and follow the instructions set forth in, the Notice, and the Japanese Card or the ADS Card, as the case may be.
Any information contained in Company websites in respect of the Meeting is for referential purposes and shall not be deemed as part of this report on Form 6-K.
EXHIBIT INDEX
Exhibit No |
Description | |
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Warrantee Inc. | ||
By: | /s/ Yusuke Shono | |
Yusuke Shono | ||
Chief Executive Officer and Director |
Date: June 27, 2024
Exhibit 99.1
Annual Shareholders Meeting Notice
Notice of the 11th Annual General Meeting of Shareholders
June
13, 2024 To All Shareholders,
1-2-1 Otemachi, Chiyoda-ku, Tokyo Otemachi One Tower 6th Floor
Warrantee Inc.
Representative Director: Yusuke Shono
Notification of the 11th Annual General Meeting of Shareholders
Dear Shareholders,
We would like to express our sincere gratitude for your continued support and patronage.
We are pleased to inform you that the 11th Annual General Meeting of Shareholders will be held as outlined below. For the resolutions of the matters to be discussed at this General Meeting of Shareholders, it is necessary to have the attendance of shareholders who meet the quorum requirements based on laws and the Articles of Incorporation. If you are unable to attend on the day, please indicate your approval or disapproval on the enclosed voting rights exercise form and return it so that it arrives by 6:00 PM on Thursday, June 27, 2024.
Best regards,
Details
Reports:
Resolutions:
The outlines of each proposal are as described in the attached "Reference Documents for the Exercise of Voting Rights by Proxy."
Others
• | Voting rights can only be exercised by proxy if delegated to a shareholder who holds voting rights. Additionally, only one proxy is allowed. |
• | In cases of prior exercise of voting rights by mail using the voting rights exercise form, if there is no indication of approval or disapproval for each proposal, it will be treated as having an intention to approve. |
(Attached Documents)
Business Report (from April 1, 2023, to March 31, 2024)
|
8th term (in Yen) |
9th term (in Yen) |
10th term (in Yen) |
11th term (in Yen) |
Sales | 210,357,298 | 224,727,286 | 243,218,196 | 247,827,280 |
Ordinary Profit |
40,819,763 | △49,739,381 | 94,755,035 | △365,655,026 |
Net Profit for the Current Term | 44,194,763 | △50,124,381 | 94,370,035 | △364,622,525 |
Net Profit per Share (yen) | 2.21 | △2.23 | 4.21 | △16.27 |
Total Assets: | 44,997,690 | 86,033,001 | 117,275,087 | 904,249,878 |
Net Assets | △83,001,647 | △133,126,028 | △38,755,993 | 573,043,373 |
Note: The number of issued shares increased by 2,400,000 common shares due to the issuance of new shares accompanying the new listing as of July 27, 2023. Net profit per share for the 9th term is calculated on the assumption that the new shares were issued at the beginning of the term.
Shareholder Name | Number of Shares Held | Shareholding Ratio |
Yusuke Shono | 16,835,916 | 75.15% |
THE BANK OF NEW YORK MELLON AS DEPOSITARY BANK FOR DR HOLDERS (Mitsubishi UFJ Bank) | 3,880,000 | 17.32% |
Providentia Wealth Management Ltd | 500,000 | 2.23% |
Ryo Inukai | 310,000 | 1.38% |
Takaki Akita | 90,000 | 0.40% |
Tomio Tateishi | 90,000 | 0.40% |
Ichiro Tatsu | 90,000 | 0.40% |
Kazutaka Takemura | 90,000 | 0.40% |
Kohei Hamada | 75,000 | 0.33% |
Seven Stars Capital No. 1 Investment Business Limited Partnership (Representative Director Hiroshi Nishimoto) | 65,934 | 0.29% |
Hiroki Kobayashi | 60,000 | 0.27% |
Position | Name | Responsibilities and Significant Concurrent Positions |
Representative Director | Yusuke Shono | CEO |
Director | Hidetaka Nakamura | |
Director | Keitaro Hamakado | |
Audit & Supervisory Board Member | Rimi Takahashi | |
Audit & Supervisory Board Member | Taeko Horiguchi | Representative, Horiguchi Taeko Tax Accountant Office |
Audit & Supervisory Board Member | Ryo Matsutani |
Keitaro Hamakado was at Extraordinary General Meeting of Shareholders held on March 25th, 2024
Category | Number of Persons | Total Compensation (in yen) |
Directors | 4 | 5,630,000 |
Auditors | 3 | 1,170,000 |
Total | 7 | 6,800,000 |
Note: Amounts and numbers of shares in this business report are rounded down to the nearest unit.
Balance Sheet (As of March 31, 2024)
Assets | Liabilities | ||
Accounting item | Amount (in yen) |
Accounting item | Amount (in yen) |
Current Assets | 711,224,379 | Current Liabilities | 235,729,479 |
Cash and Deposits | 2,399,668 | Accounts Payable | 1,485,286 |
Accounts Receivable | 220,000,000 | Short-Term Loans Payable | 26,113,250 |
Inventory | 1,708,037 | Accounts Payable | 146,745,648 |
Advances | 2,366,361 | Accrued Expenses | 6,152,621 |
Short-Term Loans | 60,000,000 | Deposits | 363,874 |
Accrued Income | 411,587 | Temporary Receipts | 45,343,500 |
Assets | Liabilities | ||
Accounting item | Amount (in yen) |
Accounting item | Amount (in yen) |
Prepaid Expenses | 424,338,726 | Accrued Consumption Taxes | 8,850,400 |
Accrued Corporation Taxes | 674,900 | ||
Fixed Assets | 193,025,499 | Long-Term Liabilities | 95,365,394 |
Tangible Fixed Assets | 13,661,530 | Long-Term Loans Payable | 95,477,026 |
Tools and Equipment | 34,599 | Total Liabilities | 331,206,505 |
Vehicles | 13,626,931 | Net Assets | |
Intangible Fixed Assets | 26,620,720 | Shareholders' Equity | |
Software | 26,620,720 | Capital Stock | 10,000,000 |
Investment and Other Assets | 152,743,249 | Capital Surplus | 979,129,292 |
Investment Securities | 148,390,249 | Other Capital Surplus | 979,129,292 |
Security Deposits | 3,611,160 | Retained Earnings | △416,085,919 |
Deposits | 18,840 | Other Retained Earnings | △416,085,919 |
Cumulative Retained Earnings | △416,085,919 | ||
(of which, current net loss) | △364,622,525 | ||
Total Net Assets | 573,043,373 | ||
Total Assets | 904,249,878 | Total Liabilities and Net Assets | 904,249,878 |
Profit and Loss Statement
(From April 1, 2023, to March 31, 2024)
Accounting item | Amount (in yen) |
Net Sales | 247,827,280 |
Gross Profit | 247,827,280 |
Selling, General and Administrative Expenses | 606,786,717 |
Operating Loss | △358,959,437 |
Non-Operating Income | |
Interest Received | 12,162 |
Miscellaneous Income | 12,311 |
Non-Operating Expenses | |
Interest Paid | 3,066,705 |
Miscellaneous Losses | 21,625 |
Foreign Exchange Loss | 3,619,570 |
Total Non-Operating Expenses | 6,707,900 |
Ordinary Profit | △365,655,026 |
Extraordinary Income | |
Stock Acquisition Rights Cancellation | 1,707,401 |
Total Extraordinary Income | 1,707,401 |
Net Profit Before Tax | △363,947,625 |
Income Taxes | 674,900 |
Net Profit for the Current Term | △364,622,525 |
Statement of Changes in Shareholders' Equity
(From April 1, 2023, to March 31, 2024)
Shareholders' Equity | ||||
Capital Stock | Capital Surplus | |||
Capital Reserve |
Other Capital Surplus | Total Capital Surplus | ||
Beginning of the Term Balance | 11,000,000 | 0 | 0 | 0 |
Changes During the Term: | ||||
Net Profit for the Term |
|
|||
Issuance of New Shares | 489,064,646 | 489,064,646 | 489,064,646 | |
Dividend of Surplus | ||||
Appropriation to Reserve Fund | ||||
Capital Reduction | △490,064,646 | △489,064,646 | 979,129,292 | 490,064,646 |
Stock Acquisition Rights Cancellation | ||||
Total Changes During the Term | △1,000,000 | 0 | 979,129,292 | 979,129,292 |
End of the Term Balance | 10,000,000 | 0 | 979,129,292 | 979,129,292 |
Shareholders' Equity | |||||
Retained Earnings | Treasury Stock | Shareholders' Equity Total | |||
Legal reserve | Other Retained Earnings | Total Retained Earnings | |||
Beginning of the Term Balance | 0 | △51,463,394 | △51,463,394 | 0 | △40,463,394 |
Changes During the Term: |
Net Profit for the Term | △364,622,525 | △364,622,525 | △364,622,525 | ||
Issuance of New Shares | 978,129,292 | ||||
Dividend of Surplus | 0 | ||||
Appropriation to Reserve Fund | 0 | ||||
Capital Reduction | 0
| ||||
Stock Acquisition Rights Cancellation | |||||
Total Changes During the Term | 0 | △364,622,525 | △364,622,525 | 0 | 613,618,399 |
End of the Term Balance | 0 | △416,085,919 | △416,085,919 | 0 | 573,043,373 |
Valuation and Translation Adjustments | Stock Acquisition Rights | Total Net Assets | |
0 | 1,707,401 | △38,755,993 | |
Beginning of the Term Balance | △364,622,525 | ||
Changes During the Term: | 978,129,292 | ||
Net Profit for the Term | |||
Issuance of New Shares | |||
Dividend of Surplus | |||
Appropriation to Reserve Fund | △1,707,401 |
Capital Reduction | 0 | △1,707,401 | △1,707,401 |
Stock Acquisition Rights Cancellation | 0 | 0 | 573,043,373 |
Total Changes During the Term | |||
End of the Term Balance |
Individual Notes
Important Accounting Policies
1. | Evaluation Standards and Methods for Inventories: Inventories are valued using the final purchase price method. |
2. Depreciation Methods for Fixed Assets
3. Other Important Matters for the Preparation of Financial Statements
Notes on the Balance Sheet
Notes on the Statement of Changes in Shareholders' Equity
Notes on Per Share Information
Copy of the Audit & Supervisory Board Report
Audit Report
Based on the audit reports prepared by each auditor regarding the execution of duties by the directors for the 11th fiscal year from April 1, 2023, to March 31, 2024, the Audit & Supervisory Board has deliberated and prepared this audit report, reporting as follows.
1. Method and Content of Audits by Audit & Supervisory Board Members and the Audit & Supervisory Board
Based on the above methods, the business report and its supplementary schedules, the financial statements (balance sheet, profit and loss statement, statement of
changes in shareholders' equity, and individual notes) and their supplementary schedules for the fiscal year under review were examined.
2.
Results of the Audit
(1) Results of the audit of the business report, etc.:
(2) Results of the audit of the financial statements and their supplementary schedules:
3. Emphasis of Matters
(1) Important Contingencies:
May 2, 2024
Warrantee Inc.
Audit & Supervisory Board Member: Rimi Takahashi ㊞
Outside Audit & Supervisory Board Member: Taeko Horiguchi ㊞
Outside Audit & Supervisory Board Member: Ryo Matsutani ㊞
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Current | Proposed Amendment |
Chapter 1: General Provisions (Organs)
Articles
5 to 25 (omitted) Articles
26 to 28 (omitted) (Notice
of Audit Committee Meetings) (Resolutions
of the Audit Committee) (Audit
Committee Rules)
|
Chapter 1: General Provisions (Organs)
Articles 5 to 25 (remain unchanged) Chapter
5: Articles 26 to 28 (remain unchanged) (Deleted) (Deleted)
|
o | Upon the conclusion of the General Meeting, Director Mr. Keitaro Hamakado will resign from his position. Therefore, we request the |
appointment of a substitute director. The candidate for this directorship is to be appointed as a substitute for Director Mr. Keitaro Hamakado, and according to our Articles of Incorporation, the term of this new director will last until the expiration of the term of the current directors.
The candidate for director is as follows:
Name Date of Birth |
Biography, Position, Responsibilities, and Significant Concurrent Positions | Number of Company Shares Owned | |
※ | Loh Weng Seng Vincent Feb, 6th, 1966 |
Jan 2018~ Chief Executive Officer of CPG International and Global Business Development Head for CCTC Group of companies and spearheads CPG Corporation International activities across the globe |
- |
Notes:
1. | There are no special interests between the candidate and the Company. |
2. | ※ indicates a new candidate for director. |
3. | Our Articles of Incorporation provide that, in accordance with Article 423, Paragraph 1 of the Companies Act, the Company may enter into a liability limitation agreement with directors, limiting their liability for damages to the minimum amount prescribed by law, provided that they act in good faith and without gross negligence in the performance of their duties. If the election of this candidate is approved at this General Meeting, the Company intends to enter into such a liability limitation agreement with the candidate. |
4. | The Company has entered into a directors' and officers' liability insurance policy with an insurance company, which covers damages that may arise from the performance of their duties or claims made in pursuit of such liability. All director candidates will be included as insured persons under this insurance policy. The policy is scheduled to be renewed with the same terms at the next renewal. |
Name Date of Birth |
Biography, Position, Responsibilities, and Significant Concurrent Positions | Number of Company Shares Owned | |
※ | William Ahsan Sep, 17th, 1966 |
2008~ The founder of Japan Bangladesh clean energy corporation. |
- |
Notes:
1. | There are no special interests between the candidate and the Company. |
2. | ※ indicates a new candidate for auditor. |
3. | Our Articles of Incorporation provide that, in accordance with Article 423, Paragraph 1 of the Companies Act, the Company may enter into a liability limitation agreement with auditors, limiting their liability for damages to the minimum amount prescribed by law, provided that they act in good faith and without gross negligence in the performance of their duties. If the election of this candidate is approved at this General Meeting, the Company intends to enter into such a liability limitation agreement with the candidate. |
4. | The Company has entered into a directors' and officers' liability insurance policy with an insurance company, which covers damages that may arise from the performance of their duties or claims made in pursuit of such liability. All auditor candidates will be included as insured persons under this insurance policy. The policy is scheduled to be renewed with the same terms at the next renewal. |