<\/span>\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t<\/div>\n\t\t<\/div>\n\n\nFurthermore, our union and our umbrella organization, \"Minna no Union,\" are continuously receiving information related to this matter from multiple sources.<\/p>\n\n\n\n
Under these circumstances, concerns regarding the relationships with Tasuki Nakano and suspicions surrounding stock transactions involving Makoto Watanabe, Representative Director, Chairman and CEO of our company, and Satoshi Saito, a certified public accountant and former general manager of our Corporate Planning Office, have emerged as matters of serious interest both internally and externally.<\/p>\n\n\n\n
Nevertheless, our management has not yet provided sufficient explanations regarding these points to all employees and the market.<\/p>\n\n\n\n
A Fact That Cannot Be Overlooked: Major Contradictions Seen in the Words and Actions of Mr. Tamaki Nakano<\/h2>\n\n\n\n
Before entering into this main issue, as our union, we would like to point out one factual matter here that we believe is necessary for readers to share in order to understand the entire case.<\/p>\n\n\n\n
Information has been brought to our union from multiple members indicating that, prior to reports of Mr. Tamaki Nakano's departure for Cambodia and subsequent disappearance, he had repeatedly made statements to those around him to the following effect. Some members were aware of this information even before reports of the arrests, and following recent verification work, our union has now organized and compiled these findings.<\/p>\n\n\n\n
First, there is information that Mr. Kakki Nakano openly stated to those around him that in the event of any emergency befalling him, he would \"take refuge\" with Mr. Makoto Watanabe and Mr. Satoshi Saito.<\/p>\n\n\n\n
Secondly, there is information that Mr. Kakki Nakano made statements to the effect that \"Subject Shares, etc.,\" which are separately discussed in this article\u2014namely, shares and the like that were in a position where contractual transfer restrictions and approval confirmations could become an issue\u2014were \"used without permission\" by Mr. Makoto Watanabe and Mr. Satoshi Saito without going through the necessary procedures.<\/p>\n\n\n\n
Our union is not in a position to assert that these statements by Mr. Tamaki Nakano are true in and of themselves. Regarding Mr. Tamaki Nakano's statements, even though they were made publicly, they contain clear discrepancies and contradictions when compared with the doubts raised in local reports and the content of the arrest reports, leaving our union with no choice but to carefully evaluate their reliability.
However, the important point here is not the question of which of Mr. Nakano's statements is the truth.<\/p>\n\n\n\n
What is significant in this case is the very fact that Mr. Takuoki Nakano had repeatedly stated, even before reports of his arrest, that he named Makoto Watanabe and Satoshi Saito as his destinations for flight or refuge, and suggested their joint involvement in the handling of the subject shares and other assets.<\/p>\n\n\n\n
Even if some or all of these statements by Mr. Toshihiro Nakano were false, the fact remains that there objectively existed a relationship between Mr. Toshihiro Nakano, Mr. Makoto Watanabe, and Mr. Satoshi Saito that led Mr. Toshihiro Nakano to make such statements to those around him.<\/p>\n\n\n\n
Therefore, the following questions arise for our management: When did our management become aware of the information that Mr. Toshiyuki Nakano had publicly stated that he was taking refuge with Mr. Makoto Watanabe and Mr. Satoshi Saito? Furthermore, when did our management become aware of the information that Mr. Toshiyuki Nakano had made statements to those around him suggesting joint involvement with both individuals regarding the subject shares, etc., and how did they handle internal reporting, investigations, and corrective measures?<\/p>\n\n\n\n
And, as separately discussed in point 7 of this article, there is information that Makoto Watanabe repeatedly made statements actively defending Toshiki Nakano during the phase when Toshiki Nakano's whereabouts in Cambodia became unknown. Combined with Toshiki Nakano's own statements prior to his flight arranged in chronological order, the question of how to evaluate the continuity between the two remains for our company's management team.<\/p>\n\n\n\n
Major Issue: Matters Our Company Should Explain Regarding Stock-Related Doubts<\/h2>\n\n\n\n
In this article, the most significant issue our union will take up is the series of suspicions regarding the handling of shares.
The \"subject shares, etc.\" referred to herein means the shares, equity interests, rights with pecuniary value, or other asset-like rights equivalent thereto held by Mr. Satoshi Saito as an individual. According to information provided from both inside and outside the company, significant questions have been raised regarding the handling of these rights, as outlined below.<\/p>\n\n\n\n
1. Regarding the transfer of the subject shares, etc. from Mr. Satoshi Saito to Mr. Shuki Nakano<\/h3>\n\n\n\n
It has been pointed out that despite situations where transfer restrictions, lock-ups, contractual disposal restrictions, approval by the issuing company or related parties, or other confirmation of authority could have become issues regarding the subject shares, etc., held by Mr. Satoshi Saito, they were allegedly transferred, pledged as collateral, transferred in name, transferred in control, or made available in substance to Mr. Takuoki Nakano without undergoing the necessary approvals, confirmations, reports, or explanations to stakeholders.<\/p>\n\n\n\n
In particular, as pointed out in the preceding paragraph, since there is information that Mr. Toshiyuki Nakano himself had been telling people around him, even before the arrest reports, to the effect that he, along with Mr. Satoshi Saito and others, \"used the subject shares, etc. without permission,\" this issue is of such a nature that it should be confirmed bidirectionally from both Mr. Toshiyuki Nakano's side and Mr. Satoshi Saito's side.<\/p>\n\n\n\n
How are we aware of the issuer, quantity, acquisition background, presence of transfer restrictions, and the fact of transfer or utilization of the subject shares, etc.?<\/p>\n\n\n\n
2. Suspected beneficial ownership of listed shares through nominee agreements, etc.<\/h3>\n\n\n\n
Doubts have been raised both internally and externally as to whether Mr. Hiroki Nakano was in the position of a substantial major shareholder or equivalent with respect to the shares of the parent company Hikari Tsushin, Premium Water Holdings, Last Mile, and other listed companies, through nominee agreements, borrowing of names, beneficial ownership, establishment of collateral, delegation of voting rights, forward sales contracts, buyback agreements, or other similar contracts or de facto arrangements.<\/p>\n\n\n\n
Assuming this is true, this case goes beyond a mere financial dispute between individuals. It becomes an issue concerning the core of market discipline for listed companies, such as identifying substantive shareholders, managing related parties, the accuracy of major shareholder information, securities reports, corporate governance reports, timely disclosure, the exclusion of antisocial forces, and the prevention of criminal proceeds.<\/p>\n\n\n\n
How are we investigating these questions and reporting them to major shareholders, the accounting auditor, and the Tokyo Stock Exchange?<\/p>\n\n\n\n
3 Explanation of 10.2 billion yen scale cash holdings and funding sources<\/h3>\n\n\n\n
Information has been received from multiple sources indicating that Mr. Tamaki Nakano has been boasting to multiple parties, or explaining to them, that he personally holds cash on the scale of 10.2 billion yen.
Assuming such a massive amount of cash actually exists, or was being treated as if it did, where is the source of funds? Is it related to funds, shares, nominee agreements, or external acquisition projects of our company or those around us? Did our company's management confirm this point? If they did not confirm it, why didn't they?<\/p>\n\n\n\n
4. Suspicion surrounding the acquisition of a major hospital group located in Saitama Prefecture<\/h3>\n\n\n\n
It has been pointed out that Mr. Tamaki Nakano was involved in the acquisition of a major hospital group located in Saitama Prefecture by utilizing the subject shares, etc., or the collateral value, credit enhancement function, fundraising capacity, and external credit derived therefrom.<\/p>\n\n\n\n
Furthermore, it has been pointed out that the shares, collateral value, credit enhancement, and financing capabilities used for the acquisition may have included shares of our company or other listed shares held or substantially involved by Mr. Makoto Watanabe or Mr. Satoshi Saito.<\/p>\n\n\n\n
Have we confirmed through an independent investigation that our credit, name, network, titles of current or former officers and employees, non-public information, accounting materials, or financing materials were not used in connection with this acquisition?<\/p>\n\n\n\n
5. The relationship between Mr. Satoshi Saito's position and his duties as our former General Manager of Corporate Planning<\/h3>\n\n\n\n
Mr. Satoshi Saito is not merely an external individual; as the former head of corporate planning at Last One Mile, he was in a position to be involved in our company's finances, accounting, capital policy, management control, and relations with external parties.<\/p>\n\n\n\n
Did Satoshi Saito not use his position as our former General Manager of Corporate Planning, his relationships with our management team, his credibility as a person close to our company, and his knowledge of accounting and capital policies for the transfer or utilization of the subject shares, etc.? Or was Satoshi Saito placed in a position where he was essentially used under the influence of Kazuyoshi Nakano and others?<\/p>\n\n\n\n
This issue is directly linked to the presence or absence of functions for internal controls, management of officers and employees, management of former officers and employees, related-party management, and conflict-of-interest management within our company, and requires a clear explanation by the company itself.<\/p>\n\n\n\n
6 Relationship between Mr. Hiroki Nakano and our management team<\/h3>\n\n\n\n
We have received information from multiple sources that Mr. Tamaki Nakano frequently visited our office and established a close relationship with our current management team, led by Mr. Makoto Watanabe.<\/p>\n\n\n\n
In addition, as pointed out at the beginning of this article, given the information that Mr. TSUKI NAKANO himself openly stated to those around him that Mr. MAKOTO WATANABE and Mr. SATOSHI SAITO were his destinations for evacuation, the relationship between both men and Mr. TSUKI NAKANO may have gone beyond the level of mere professional contact or social friendship.<\/p>\n\n\n\n
How do we track Mr. Toshiyuki Nakano's entry records, visitor logs, interview records, meeting attendance records, and the presence or absence of internal email and chat communications? Have we conducted an independent investigation into his involvement in our business, affiliated companies, business partners, funds, credit, and acquisition projects?<\/p>\n\n\n\n
7 Remarks by Representative Director Makoto Watanabe in Defense of Mr. Toshihiro Nakano and Suspected Harboring of a Criminal and Aiding Escape<\/h3>\n\n\n\n
Information from multiple sources indicates that during the phase when Mr. Tatsuyoshi Nakano was reported missing or on the run in Cambodia, Mr. Makoto Watanabe repeatedly made statements actively defending him.<\/p>\n\n\n\n
Here, we must return once again to the chronological timeline pointed out at the beginning of this article. Specifically, there is information that Mr. Toshiyoshi Nakano had named Mr. Makoto Watanabe as his refuge even before it was reported that his whereabouts in Cambodia were unknown. Subsequently, when Mr. Toshiyoshi Nakano's disappearance became a reality, Mr. Makoto Watanabe repeatedly made statements defending him. These two facts are continuous.<\/p>\n\n\n\n
When and what kind of contact did Makoto Watanabe have with Toshiyuki Nakano himself or related parties regarding Toshiyuki Nakano's disappearance, flight, hiding, securing of funds, maintenance of communication methods, handling of related parties, organization of explanations, responses to investigative agencies, and preservation of evidence?<\/p>\n\n\n\n
This is a critical issue that our company must clearly explain from the perspectives of his responsibilities as Representative Chairman and CEO, the fiduciary duties and duties of care of directors, the exclusion of antisocial forces and criminal proceeds, internal controls, and the obligation to preserve evidence.<\/p>\n\n\n\n
8. Timing of recognition by our management and presence\/absence of internal reporting<\/h3>\n\n\n\n
When and to what extent were Mr. Makoto Watanabe and other executives of our company aware of each of the above suspicions?
Despite being aware, was there any fact of appropriately reporting to the Board of Directors, the Audit and Supervisory Committee, the internal audit department, the accounting auditor, major shareholders, or capital and business alliance partners?<\/p>\n\n\n\n
If it has not been reported, what is the reason for this? How does the Company organize the relationship among the Company's obligation to establish internal control systems, the obligation for timely disclosure, and internal control evaluation?<\/p>\n\n\n\n
9. Reporting to major shareholders and capital and business alliance partners<\/h3>\n\n\n\n
Have we reported on each of the points discussed in this article to Premium Water Holdings, Hikari Tsushin, or other major shareholders or capital and business alliance partners?
If we are not reporting it, how do we intend to fulfill our accountability to our major shareholders and capital and business alliance partners?<\/p>\n\n\n\n
10 Status of consideration for timely disclosure<\/h3>\n\n\n\n
Did our company consider the necessity of timely disclosure for each of the matters covered in this article?<\/p>\n\n\n\n
If the disclosure was not made as a result of deliberation, what was the basis for that decision, what materials were reviewed, when was it reviewed, and who were the reviewers? If it was not deliberated, why was it not deliberated?<\/p>\n\n\n\n
Related Issue: Regarding the involvement of the accounting participant (Mr. E)<\/h2>\n\n\n\n
As an issue related to questions regarding stock-related matters, our association points out the problem concerning the involvement of accounting participants.
According to information provided from both inside and outside the company, it has been pointed out that Satoshi Saito secretly involved Person E, a certified public accountant also formerly with ShinNihon & Co. (hereinafter referred to as \"Person E\"), in a manner contrary to listing review guidelines, in order to fulfill his duties at our company.<\/p>\n\n\n\n
11 Structure of involvement of two accounting experts in our business<\/h3>\n\n\n\n
There is suspicion that two individuals, Satoshi Saito and Person E, both of whom are certified public accountants, were involved in the company's accounting, fund management, capital policy, relations with external parties, or procedures related to the subject shares, yet failed to provide sufficient explanations regarding the actual state of these matters to the Board of Directors, the Audit and Supervisory Committee, the accounting auditor, and major shareholders.
This is an issue that directly concerns our financial reporting structure, audit response, and the reliability of our internal controls, requiring an explanation by the company itself.<\/p>\n\n\n\n
12 Relationship with Listing Examination Guidelines<\/h3>\n\n\n\n
If the allegation that Mr. E was secretly involved in our business in a manner contrary to the listing review guidelines is true, it casts serious doubt on the accuracy of our IPO preparations and our continuous disclosure following listing.<\/p>\n\n\n\n
Did our company conduct an independent investigation regarding the fact of Mr. E's involvement in our company's business, the scope of such involvement, the timing of such involvement, and the consistency with the listing review guidelines? Have we reported on this point to the accounting auditor and the Tokyo Stock Exchange?<\/p>\n\n\n\n
13 Relationship between Mr. Satoshi Saito and Mr. E<\/h3>\n\n\n\n
What kind of communication, coordination, outsourcing, remuneration payments, sharing of information, etc., took place between Mr. Satoshi Saito and Party E? Is the company confirming the facts regarding this matter through an independent investigation?<\/p>\n\n\n\n
regarding the management team structure of Last Mile itself<\/h2>\n\n\n\n
The fact that all of these\u2014the contradictions seen in the words and actions of Mr. Kazuyoshi Nakano himself, the stock-related suspicions regarding key issues, and the problems concerning those involved in accounting regarding related issues\u2014are occurring around the group of individuals positioned at the core of Last One Mile's management and accounting in itself constitutes a grave doubt regarding the structure of the Last One Mile management team.<\/p>\n\n\n\n
Did our management team conduct an investigation into this series of suspicious matters by an independent third-party committee? Are officers and employees suspected of involvement being kept isolated from any influence over investigation materials, evidence, and interviews with related parties? Have instructions for the preservation of evidence been issued company-wide? Has it been communicated internally that retaliation against whistleblowers, informants, and former employees is strictly prohibited?<\/p>\n\n\n\n
And as the most fundamental question, what do our management executives believe needs to be protected in this matter? What should be protected is neither Makoto Watanabe as an individual, nor the relationship with Kakuki Nakano, nor past improper handling. What should be protected must be our employees, shareholders, business partners, customers, trust from the market, and the corporate entity of our company itself.<\/p>\n\n\n\n
What could legally constitute potential illegality for Last One Mile Inc.?<\/h2>\n\n\n\n
Our association is not in a position to determine matters regarding criminal liability under our own authority. However, the legal issues concerning listed companies and their management raised in this article that are generally recognized in society are listed below.<\/p>\n\n\n\n
\n- The relationship between the duty of care and the duty of loyalty of directors under the Companies Act.<\/li>\n\n\n\n
- Relationship with the obligation to establish internal control systems.<\/li>\n\n\n\n
- Timely disclosure under the Financial Instruments and Exchange Act, accuracy of the annual securities report, internal control report, and their relationship with the corporate governance report.<\/li>\n\n\n\n
- Relationship with the Corporate Governance Code of the Tokyo Stock Exchange.<\/li>\n\n\n\n
- The purpose of the Whistleblower Protection Act and its relationship to the effectiveness of internal reporting systems.<\/li>\n\n\n\n
- Relationship between the Anti-Social Forces Exclusion System and the Prevention of Transfer of Criminal Proceeds.<\/li>\n\n\n\n
- The relationship between understanding beneficial owners, managing related parties, and the accuracy of major shareholder information.<\/li>\n<\/ul>\n\n\n\n
These are all fundamental issues regarding the legal obligations and market discipline that listed companies must fulfill. Does our company judge that each of the issues raised in this article does not affect these legal obligations and market discipline? If so, what is the basis for that?<\/p>\n\n\n\n
Last One Mile Labor Union's Stance<\/h2>\n\n\n\n
Our association's greatest wish is for Last One Mile Co., Ltd. to achieve sustainable development as a listed company on the Tokyo Stock Exchange Growth Market, as a socially responsible business operator, under sound corporate governance and labor relations.<\/p>\n\n\n\n
This article is not intended to launch a social attack on our company and its management. What our union seeks is for the company to fulfill its accountability with sincerity and transparency, as a listed company and as a business with social responsibilities, regarding each of the issues raised in this article.<\/p>\n\n\n\n
How the suspicions described in this article regarding specific individuals will ultimately be evaluated, either criminally or civilly, should be left to the strict and fair judgment of investigative and judicial authorities. This association is not in a position to substitute for that judgment.<\/p>\n\n\n\n
Furthermore, regarding the various statements made by Mr. Tamaki Nakano himself as pointed out in this article, our union is not in a position to independently verify the truth or falsity of their contents. Rather, Mr. Tamaki Nakano's statements contain inconsistencies and contradictions across various situations, leaving our union in a position where we have no choice but to evaluate their overall reliability with caution. Precisely for this reason, our company itself is now strongly urged to provide a sincere explanation regarding the factual background upon which these statements were based, the relationship between Mr. Tamaki Nakano, Mr. Makoto Watanabe, and Mr. Satoshi Saito, the actual handling of the subject shares, etc., and the awareness and response of our company's management.<\/p>\n\n\n\n
However, if our management continues to remain silent on these social concerns and fails to fulfill its accountability, the trust of shareholders, business partners, customers, employees, and the market in general will be damaged to an irreparable level.
Our union strongly demands that our management team once again promptly provide a sincere explanation regarding each of the issues raised in this article to all employees and the market.<\/p>\n\n\n\n
In conclusion<\/h2>\n\n\n\n
Recently, in Japanese society, there has been a succession of cases across various fields where long-neglected problems within organizations suddenly come to light, triggered by whistleblowing, testimonies from former employees, external disclosures, news reports, and investigations by regulatory authorities.<\/p>\n\n\n\n
What these cases have in common is not the fraud itself, but the fact that the organization's disregard for initial information, hostility towards whistleblowers, internal cover-ups, and avoidance of accountability ultimately destroyed the organization's credibility.<\/p>\n\n\n\n
This is precisely what Last One Mile Co., Ltd. is being questioned about right now. Will the company's management sincerely verify the information received from the past, the actions of the national tax and investigative authorities, whistleblowing reports, warnings from former employees, suspicions regarding the flow of funds, suspicions regarding the transfer and use of the subject shares, etc., overseas escape reports, suspicions of involvement by accounting personnel, and suspicions of involvement by management? Or, as they have done in the past, will they attempt to ride it out through silence, inaction, internal handling, and the protection of related parties?<\/p>\n\n\n\n
Union members, shareholders, business partners, customers, the market, and society as a whole are closely watching the decisions of our management team.<\/p>\n\n\n\n
To all cooperative members, we ask that you calmly observe the situation regarding this matter and continue to perform your daily duties with fortitude, as you always have.<\/p>\n\n\n\n