The Oilstuff Distribution Kodan Law Chapter 1 General Provisions

Article 1. The Oilstuff Distribution Kodan shall have for its object the performance of the business relative to appropriate and equitable distribution of oils, fats, raw materials thereof, oil cakes, etc.(hereinafter referred to as oilstuffs) as prescribed by the Ordinance in accordance with quota programs and rationing procedures set up or to be set up by the Director-General of the Economic Stabilization Board. The Oilstuff Distribution Kodan shall be a juridical person.

Article 2. The main office of the Oilstuff Distribution Kodan shall be established in Tokyo. The Oilstuff Distribution Kodan may, with an approval of the Minister of Agriculture and Forestry, establish branch offices in the localities necessary for the performance of business relative to distribution.

Article 3. The authorized fixed capital of the Oilstuff Distribution Kodan shall be\10,000,000. The authorized fixed capital as provided for in the preceding paragraph shall be subscribed exclusively by the Government. Working capital of the Oilstuff Distribution Kodan shall be obtained by loan, when necessary, from the Reconversion Finance Bank.

Article 4. The Oilstuff Distribution Kodan shall stipulate the following matters in its Articles of Incorporation: 1. Object; 2. Firm name; 3. Location of office; 4. Matters relative to capital; 5. Matters relative to officers; 6. Matters relative to business and its execution; 7. Matters relative to accounting; 8. Method relative to public notices. The Articles of Incorporation may be revised with the approval of the competent Minister and the Director-General of the Economic Stablization Board.

Article 5. The Oilstuff Distribution Kodan shall register as prescribed by Cabinet Order. The matters required to be registered as provided for in the preceding paragraph shall not be valid against a third person unless they are registered.

Article 6. The Oilstuff Distribution Kodan shall not be levied income tax and corporation tax. The prefecture, city, town, village and those corresponding to them shall not levy local taxes on the enterprise of the Oilstuff Distribution Kodan;provided, however that this shall not apply to where the Ministers of Home Affairs and Finance have approved under a special circumstance.

Article 7. The Oilstuff Distribution Kodan shall be dissolved by the nullification of the Temporary Demand and Supply Adjustment Law or by the order of the Director-General of the Economic Stabilization Board. In addition to the matters referred to in the preceding paragraph, those necessary for dissolution of the Oilstuff Distribution Kodan shall be prescribed by the Cabinet Order.

Article 8. Any person other than the Oilstuff Distribution Kodan shall not use the words Oilstuff Distribution Kodan or similar words in his firm name.

Article 9. The provisions of Arts.44, 50, 54 and 57 of the Civil Code and Art.35, Par.1 of the Non-litigant Case Procedural Law shall apply correspondingly to the Oilstuff Distribution Kodan.

Chapter 2 Officers and Employees

Article 10. The Oilstuff Distribution Kodan shall have as its officers one President, one Vice-President, two or more directors and one or more auditors. The President shall represent the Oilstuff Distribution Kodan and supervise its business in accordance with the provisions of Article 15 of this Law. The Vice-President shall, as prescribed in the Articles of Incorporation, represent the Oilstuff Distribution Kodan, assist the President in conducting business, act for him in case he cannot take his duty, and perform his function in case his dost becomes vacant. The Directors shall, as prescribed in the Articles of Incorporation, represent the Oilstuff Distribution Kodan, assist the President and Vice President in controlling its affairs, and act for them in case their position become vacant. The Auditors shall inspect the business of the Oilstuff Distribution Kadan.

Article 11. The President, Vice-President, Directors and Auditors shall be appointed by the competent Minister.

Article 12. The President, Vice-President and Directors may, in accordance with the provisions of the Articles of Incorporation, delegate power to employees of the Oilstuff Distribution Kodan who shall have authority to perform all juridical and non-juridical matters in regard to the affairs of the main or branch offices.

Article 13. The officers and employees shall not be permitted to be stockholders or employees or to have any beneficial interest in any company or enterprise engaged in the production, refining, storage, transportation processing, purchase or sale of Oilstuff, except that derived from their position as officers and employees of the Oilstuff Distribution Kodan.

Article 14. The officers and employees of the Oilstuff Distribution Kodan shall be Government officials or other Government Employees. The ranking of the President shall be Vice-Minister of Agriculture and Forestry, officials other than the President shall be of first class officials. Other employees shall be of first, second or third class officials. The competent Minister shall fix the number of the above staff. The officers and employees of the Oilstuff Distribution Kodan shall be governed by all laws and ordinances relating to the Government employees except when special provisions have been made concerning the amount of salaries, service rules, and any other necessary matters with approval or the Director-General of the Economic Stabilization Board.

Chapter 3 Business

Article 15. The Oilstuff Distribution Kodan shall perform the following business under the supervision of the competent Minister in accordance with the quota programs, rationing procedures and directions relating thereto set up and issued by the Director-General of the Economic Stabilization Board: 1. Sole purchase and sole sale of all indigenous and imported oilstuffs at prices determined by the Price Board; 2. Storage, transportation, blending and examination of oilstuffs; 3. Designation of dealers of oilstuffs; 4. Business incidental to Items 1 and 2. The designation of Item 3 of the preceding paragraph shall be made with an approval of the competent Minister within terms and conditions set forth by the Director-General of the Economic Stabilization Board.

Article 16. The Oilstuff Distribution Kodan shall, at the commencement of its functioning, establish its method of doing business and submit the same to the Director-General of the Economic Stabilization Board for his approval. This shall also apply when changes are to be made thereto. In case the Director-General of the Economic Stabilization Board makes the approval as prescribed in the preceding paragraph, he shall consult with the competent Minister and the Minister of Finance. In this case the final responsibility for approval shall rest with the Director-General of the Economic Stablization Board.

Article 17. The Oilstuff Distribution Kodan shall, at the beginning of the first term and the second term of each business year, establish a business program and a financial program for each six months and submit them to the Director-General of the Economic Stabilization Board for his approval. This shall also apply when changes are to be made thereto. In case the Director-General of the Economic Stabilization Board makes the approval as prescribed in the preceding paragraph, he shall consult with the competent Minister and the Minister of Finance. In this case the final responsibility for approval shall rest with the Director-General of the Economic Stabilization Board.

Article 19. The Oilstuff Distribution Kodan shall prepare a statement of assets, a balance sheet, and a statement of profit and loss for each term of the preceding Article and submit them to the Director-General of the Economic Stabilization Board for his approval within two months after the conclusion of each term. In case the Director-General of the Economic Stabilization Board makes the approval mentioned in the preceding paragraph, he shall consult with the competent Minister and the Minister of Finance. In this case the final responsibility for approval shall rest with the Director-General of the Economic Stabilization Board. The Oilstuff Distribution Kodan shall, when it has obtained the approval of the Director-General of the Economic Stabilization Board prescribed in Par.1, make a public notice of the statement of assets, balance sheet, and a statement of profit and loss and keep them together with the Articles of Incorporation in each office. The statement of assets, balance sheet, and a statement of profit and loss referred to in the preceding paragraph shall be audited and approved by the Board of Audit. The Oilstuff Distribution Kodan shall, when it has obtained an approval of the Director-General of the Economic Stabilization Board, pay to the National Treasury, the entire profit as determined by stipulations of the Cabinet Ordinance. All books, documents and records of the Oilstuff Distribution Kodan will be clearly written and be available for inspection by the Board of Audit, the Economic Stabilization Board and the competent authority.

Chapter 5 Supervision and Fostering

Article 20. The Director-General of the Economic Stabilization Board shall direct and supervise the Oilstuff Distribution Kodan in regard to quota programs and rationing procedures. The Director-General of the Economic Stabilization Board may, when deemed necessary to secure appropriate and equitable distribution of oilstuffs, issue necessary orders for supervision through the competent Minister to the Oilstuff Distribution Kodan. The competent Minister may, when deemed necessary to secure appropriate and equitable distribution of Oilstuffs, issue for supervision a necessary order to the Oilstuff Distribution Kodan under the quota program and rationing procedure determined by the Director-General of the Economic Stabilization Board. The competent Minister of the Director-General of the Economic Stabilization Board may, when deemed necessary, have the Oilstuff Distribution Kodan submit a report or have an official concerned inspect a necessary place to examine the state of business, books, documents or any other necessary. In case the official concerned is sent for inspection and examination in accordance with the provisions of the preceding paragraph, he shall carry an identification certificate to prove his post as prescribed by Cabinet Ordinance.

Article 21. The Oilstuff Distribution Kodan shall prepare rules on remuneration for its officer and employees when deemed necessary to pay special payment to them, and submit them to the Director-General of the Economic Stabilization Board for his approval. This shall also apply when changes are to be made thereto. The Director-General of the Economic Stabilization Board shall consult with the competent Minister and the Minister of Finance when he makes a permission mentioned in the preceding paragraph. In this case the final responsibility for approval shall rest with the Director-General of the Economic Stabilization Board.

Article 22. The competent Minister may remove an officer of the Oilstuff Distribution Kodan in case he violates laws and ordinances, the Articles of Incorporation or orders issued on the basis of this Law. The Director-General of the Economic Stabilization Board may also remove an officer of the Oilstuff Distribution Kodan, if he considers that he is not suitable or properly carrying out his duties in connection with the objects and business of the Oilstuff Distribution Kodan.

Article 23. The competent Minister may, when deemed necessary for the operation of the Oilstuff Distribution Kodan, order the liquidator of the Teikoku Oil and Oilseeds Company, Ltd., to lease any or all facilities owned by the said Company to the Oilstuff Distribution Kodan. The competent Minister may, when deemed necessary for the operation of the Oilstuff Distribution Kodan, order or request owners, exclusive holders or persons having custody including the Minister of Finance, of facilities required by the Oilstuff Distribution Kodan to lease them to the Oilstuff Distribution Kodan. A fair and adequate rental for the use of such facilities prescribed in the preceding two paragraphs shall be determined by the Director-General of the Economic Stabilization Board based on policies established by him. When the rental is determined in accordance with the provisions of the preceding paragraph, the Oilstuff Distribution Kodan shall lease the facilities referred to in Par.1 or 2 for a period of time not exceeding its life prescribed in Art.7, Par.1, with the approval of the Director-General of the Economic Stabilization Board. The competent Minister may, when deemed necessary for the operation of the Oilstuff Distribution Kodan, order the liquidator of the Teikoku Oil and Oilseeds Company, Ltd., to hand over, to the Oilstuff Distribution Kodan, any or all materials owned by or in possession of the Teikoku Oil and Oilseeds Company. In case the order in the preceding paragraph is issued, the Oilstuff Distribution Kodan shall pay fair compensations to the parties concerned within one month of the materials, referred to in the preceding paragraph, being taken over by the Oilstuff Distribution Kodan. The competent Minister shall not issue the order of Par.5, unless necessary rules are made for compensation of the preceding paragraph with the approval of the Director-General of the Economic Stabilization Board. The competent Minister shall have the responsibility of supervision, regarding the management of facilities borrowed by the Oilstuff Distribution Kodan, or when deemed necessary, of having the Oilstuff Distribution Kodan take necessary steps such as having them insured. The competent Minister can, in carrying out the matters referred to in the preceding paragraphs, order or request the Oilstuff Distribution Kodan or others, including the Ministers concerned with the matter, to take prompt steps.

Chapter 6 Penalties

Article 24. Those who violate provisions prescribed in the preceding Article, Par.1, 2 or 5, shall be liable to penal servitude not exceeding 5 years or a fine not exceeding 50,000 yen.

Article 25. Officers and employees of the Oilstuff Distribution Kodan who come under and commit an act contrary to one of the following items shall be liable to penal servitude not exceeding 5 years or a fine not exceeding 50,000 yen: 1. Those who perform business which is not prescribed in Art.15, Par.1; 2. Those who violate an order relative to supervision of the Director-General of the Economic Stabilization Board or the competent Minister, prescribed in Art.20, Par.2 or 3.

Article 26. All persons who fail to report as required under this Law or submit a falsified report or refuse, interfere with, or evade inspections shall be liable to a penal servitude not exceeding one year or a fine not exceeding 10,000 yen.

Article 27. Those who commit the crimes as prescribed in the foregoing three Articles may be liable both to a penal servitude and to a fine, according to circumstances.

Article 28. In case a representative of a juridical person or an agent, employee or any other person engaged by juridical person or a person commits the violation mentioned in Art.24 with regard to the business of the respective juridical person or the person, the respective juridical person or the person shall be liable to a fine of Art.24, in addition to the punishment to the offender.

Article 29. Those who used the name of the Oilstuff Distribution Kodan or any other similar name in violation of the provisions of Article 8 shall be liable to a fine not exceeding 10,000 yen.

Supplementary Provisions:

Article 30. The date of the enforcement of this Law shall be set forth by Cabinet Order.

Article 31. This Law shall become null and void as of April 1, 1948, or at the time of the dissolution of the Economic Stabilization Board, whichever the earlier date. The Oilstuff Distribution Kodan shall be dissolved at the time mentioned in the preceding paragraph. In so far as the application of penal regulations for commitment done up to that time and liquidation of the Oilstuff Distribution Kodan are concerned;however, this Law shall hold good even after that date.

Article 32. The Teikoku Oil and Oilseeds Company shall be dissolved at the date of the establishment of the Oilstuff Distribution Kodan. The liquidation of the Teikoku Oil and Oilseeds Company shall be completed by April 1, 1948, in accordance with the provisions of the preceding paragraph.

Article 33. The Government shall appoint an organizing committee to take charge of works relative to the establishment of the Oilstuff Distribution Kodan.

Article 34. The organizing committee shall prepare Articles of Incorporation and obtain the approval of the competent Minister and the Director-General of the Economic Stabilization Board to the same. The organizing committee shall, when the approval referred to in the preceding paragraph has been given, demand the Government to make a payment of the authorized fixed capital without delay.

Article 35. The organizing committee, when payment of the foundation has been made, shall transfer its work to the President of the Oilstuff Distribution Kodan without delay. When the President has taken over the work referred to in the preceding paragraph, all of the President, Vice-President, directors and auditors shall effect the registration of the establishment without delay. The Oilstuff Distribution Kodan shall come into being upon the registration of the establishment.

Article 36. The provisions of Article 8 shall not apply for six months after the date of the enforcement of this Law to those other than the Oilstuff Distribution Kodan who are using the name of Oilstuff Distribution Kodan or similar name at the time this Law is put into effect.