ARTICLE 1. COMPANY NAME
The name of the Company is XXX KABUSHIKI KAISHA, which is expressed in English
as XXX COMPANY LTD.
ARTICLE 2. PURPOSES
The purposes of the Company are to engage in the following business activities:
1. Import/Export and Sales of the following items:
(1) iron, non-ferrous materials, ore, coal, petroleum and natural gas;
(2) electric wire, household electronic goods, electric communication devices,
computer hardware and software;
(3) medical equipment, construction equipment, transportation equipment,
metal processing equipment, lumber processing equipment, and agricultural
equipment;
(4) automobiles, bicycles, motorcycles, vessels, and planes;
(5) pharmaceutical,
(6) foods, oil and fats, mineral water, salt, spices, tobacco and alcoholic
beverages;
(7) fertilizer and pet foods.
(8) textile materials, menıs, womenıs and childrenıs clothing;
(9) lumber, pulp, paper, rubber, and glass
2. Agent activities for casualty insurance business;
3. Operations to solicit life insurance;
4. Travel industry operations;
5. Planning and operating lodging, sports and restaurant facilities;
6. Planning and operating events;
7. Managing and leasing vessels, planes, and automobiles;
8. domestic traveler irregular service line;
9. freighting business using automobiles and handling freight business;
10. Storage operations;
11. Brokering and managing real estate leases and sales;
12. Construction and civil construction industry;
13. Design management of buildings;
14. Publishing business;
15. Collecting, analyzing, and providing various kinds of information;
16. Advertising
17. Managing industrial ownership and copyright;
18. Sales and purchases of marketable securities;
19. Dispatching workers;
20. Industrial waste disposal business;
21. All other business activities incidental to the foregoing.
ARTICLE 3. LOCATION OF HEAD OFFICE
The head office of the Company shall be located in Chuo-ku, Tokyo.
ARTICLE 4. METHOD OF PUBLIC AND OTHER NOTICES
(1) Public notices of the Company shall be carried in the KAMPO (Official
Gazette) published by the Japanese Government.
(2) Notices of the Company to all nominated shareholders recorded in the
Register of Shareholders shall be given by registered mail to those shareholders
residing in Japan and by registered express airmail to those shareholders
residing outside Japan.
ARTICLE 5. TOTAL NUMBER OF SHARES TO BE ISSUED AND PRICE PER SHARE
(1) The total number of shares of stock to be issued by the Company shall
be 38,400 shares.
(2) The shares referred to in the preceding paragraph shall be par-value
shares and/or non-par-value shares, and for par-value shares the par value
shall be fifty thousand (50,000) yen per share.
ARTICLE 6. CLASSES AND TYPES OF SHARES
(1) All shares of the Company shall be nominative common shares, and the
denominations of share certificates and classes of shares shall be as determined
by the Board of Directors.
(2) Any shareholder may request that the Company keep custody of his share
certificates, but only prior to the issuance thereof.
ARTICLE 7. ISSUANCE OF NEW SHARES
(1) Shareholders shall have prorata preemptive rights to subscribe to any
additional issuance of shares of the Company. If any shareholder does not
wish to subscribe any capital increase either in part or in full in accordance
with this clause, the other shareholders shall be entitled to subscribe
that part of the increase which the other shareholders do not wish thus
to subscribe.
(2) Notwithstanding any provision of these Articles of Incorporation to
the contrary, in the event that a foreign shareholder has the right to subscribe
to additional shares, the time within which it may exercise such right shall
be determined so as to give such shareholder ample time to make notification
to the Japanese Government.
ARTICLE 8. RESTRICTIONS ON ASSIGNMENT OF SHARES
Any assignment of shares of the Company shall require the approval of the
Board of Directors.
ARTICLE 9. NOTIFICATION
(1) Shareholders, pledges, or their legal agents shall report to the Company
their names, addresses, and seals (or signatures in the case of foreigners
for whom the use of signatures is customary).
(2) Persons referred to in the preceding paragraph who reside in foreign
countries shall establish an agent or temporary address within Japan and
give notice thereof to the Company.
(3) In case of any change in any of the matters mentioned in the preceding
two paragraphs, the same notification requirements shall apply.
(4) The provisions of paragraph (1) above shall apply mutatis mutandis to
the agent referred to in paragraph (2) above.
ARTICLE 10. REGULATIONS FOR HANDLING SHARES
All handling and fees concerning shares, including the transfer of shares,
the recording of pledges, the designation or removal of property in trust,
and the reissuance of share certificates, shall be in accordance with regulations
for handling of shares established by the Board of Directors.
ARTICLE 11. CLOSING OF REGISTER OF SHAREHOLDERS
(1) The Company shall suspend any alterations to entries in the Register
of Shareholders and the Register of Fractional Shareholders from the day
following the end of each business year until the conclusion of the ordinary
General Meeting of Shareholders for such year.
(2) In addition to the provisions of the preceding paragraph, alteration
to the Register of Shareholders and the Register of Fractional Shareholders
may, when necessary, be suspended upon giving prior public notice, or the
Company may provide the exercise of rights shall be limited to those shareholders,
fractional shareholders, or pledges listed in the Register of Shareholders
and the Register of Fractional Shareholders as of a certain date.
ARTICLE 12. CONVOCATION
An Ordinary General Meeting of Shareholders of the Company shall be convened
within three (3) months after the end of each business year, and Extraordinary
General Meetings of Shareholders shall be convened as necessary.
ARTICLE 13. PERSON WHO MAY CONVENE THE MEETING AND CHAIRMAN
(1) A General Meeting of Shareholders shall be convened by the President
upon a resolution of the Board of Directors. The President shall serve as
the Chairman of the meeting.
(2) If the President is not available, a representative Director shall convene
the Meeting.
(3) If the President and a representative director(s) are not available,
one of the other directors, in accordance with a precedence fixed beforehand
by the Board of Directors, shall convene the meeting.
ARTICLE 14. PLACE OF CONVOCATION
General Meetings of Shareholders shall be held at the location of the head
office or within the adjacent wards of Tokyo.
ARTICLE 15. CONVENING NOTICE
Notice of the convening of a General Meeting of Shareholders shall be given
at least thirty (30) days prior to the date of the Meeting, and shall state
the date, time, place, and agenda of the Meeting and the name of the Chairman
if a person other than a representative director of the Company is to serve
as Chairman of the Meeting.
ARTICLE 16. RESOLUTIONS
(1) Unless otherwise provided by law or order or by these Articles of Incorporation,
resolutions of a General Meeting of Shareholders shall be adopted by the
affirmative majority vote of the shareholders in attendance who must represent
a majority of the total number of outstanding shares.
(2) Notwithstanding the provisions of the preceding paragraph, adoption
of any resolution concerning one of the matters listed below shall require
the attendance of shareholders representing a majority of the total outstanding
shares of the Company and the affirmative vote of two-thirds (2/3) of all
such shares holding voting rights represented at the Meeting:
(i) Amendment or deletion of the Articles of Incorporation;
(ii) Any capital increase or decrease;
(iii) Convertible debentures or debentures with preemptive rights to
new shares (without regard to whether the instrument evidencing
the preemptive right to new shares is separate from the
debenture certificate);
(iv) Granting to a person other than a current shareholder the right
to subscribe to new shares;
(v) Merger with another juridical person;
(vi) Continuance of the Company under a revised organizational
structure in accordance with laws and orders;
(vii) Assignment of the principal business or of all or part of
the assets of the Company;
(viii) Dissolution or liquidation of the Company.
ARTICLE 17. VOTING RIGHTS
(1) Each shareholder shall have one (1) vote for each share he owns.
(2) A shareholder may exercise his vote by proxy. In such case, the proxy
holder shall present documentation evidencing his authority to the Company
at each General Meeting of Shareholders at which he exercises proxy rights.
ARTICLE 18. MINUTES
(1) The substance of the proceedings at a General Meeting of Shareholders
and the results thereof shall be recorded in minutes of the Meeting which
shall be prepared in Japanese, and which shall bear the signatures or names
and seals of the Chairman and Directors in attendance. The original thereof
shall be preserved at the head office for ten (10) years, and certified
copies thereof shall be kept at each branch office for five (5) years.
(2) The minutes mentioned in the preceding paragraph shall be translated
into English and, upon the Chairman affixing his signature or name and seal
thereto, shall be preserved in the same manner as the Japanese minutes.
Copies of this English translation shall be sent within thirty (30) days
after the Meeting to all shareholders resident outside of Japan by registered
express airmail.
ARTICLE 19. NUMBER OF OFFICERS
The Company shall have at least three (3) directors and shall have maximum
one statutory auditor.
ARTICLE 20. ELECTION
(1) The directors and statutory auditors shall be elected at a General Meeting
of Shareholders attended by shareholders holding a majority of all outstanding
shares.
(2) Cumulative voting for the election of directors shall not be permitted.
ARTICLE 21. TERM OF OFFICE
(1) The term of office of a director or statutory auditor shall terminate
at the date determined by the General Meeting of Shareholders and at the
latest at the close of the Ordinary General Meeting of Shareholders for
the last business year within two (2) years following assumption of office.
(2) The term of office of a director elected due to an increase in the number
of directors or to fill a vacancy shall correspond to the remaining term
of office of the other directors.
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(3) The term of office of a statutory auditor elected to fill a vacancy
shall correspond to the remaining term of office of his predecessor.
(4) Directors and auditors may be reelected.
ARTICLE 22. REPRESENTATIVE DIRECTORS AND OTHER OFFICERS
(1) The Board of Directors may by resolution elect from among themselves
one or more representative directors and some number of other officers.
(2) Each representative director shall represent the Company.
ARTICLE 23. COMPENSATION
The compensation for directors and statutory auditors shall be separately
determined by a General Meeting of Shareholders.
ARTICLE 24. BOARD OF DIRECTORS
(1) The directors of the Company shall constitute the Board of Directors.
(2) The Board of Directors shall consider and determine the execution of
the important business affairs of the Company in addition to those matters
specified by laws and orders and the provisions of these Articles of Incorporation.
(3) The directors must at least once every three (3) months report to the
Board of Directors on the condition of the Company's business.
ARTICLE 25. CHAIRMAN
(1) The President or in his absence a representative director shall serve
as chairman of the meeting of the Board of Directors.
(2) The provisions of Article 13 (2) shall apply mutatis mutandis to the
preceding paragraph.
ARTICLE 26. PERSON WHO MAY CONVENE THE MEETING AND CONVENING NOTICE
(1) Meetings of the Board of Directors may be called by any director. Meetings
may be held inside or outside Japan.
(2) Notice of a meeting of the Board of Directors shall state the date,
place, and agenda and shall be sent to each director and statutory auditor
by registered mail at least three (3) weeks prior to the meeting; provided,
however, that in emergency cases the above period may be shortened or omitted
upon the written or electronically communicated consent of all the directors
and statutory auditor(s).
ARTICLE 27. RESOLUTIONS
(1) Resolutions of the Board of Directors shall be adopted by simple majority
of all directors.
(2) The President or a Representative Director of the Company may, in case
of emergency, act in regard to the initiation, compromise, or withdrawal
of a lawsuit or arbitration proceeding without waiting for a resolution
of the Board of Directors, on condition that such action is subsequently
agreed by the next meeting of the Board of Directors.
ARTICLE 28. MINUTES
(1) The substance of the proceedings at a meeting of the Board of Directors
and the results thereof shall be recorded in minutes of the meeting and
which shall bear the signatures or names and seals of the chairman and of
all directors and statutory auditors in attendance. These minutes shall
be preserved at the head office for ten (10) years following the date of
resolution.
(2)The minutes mentioned in the preceding paragraph shall if required be
translated into English and, upon the chairman affixing his signature or
name and seal thereto, shall be preserved in the same manner as the Japanese
minutes. Copies of this English translation shall be sent within thirty
(30) days after the meeting at all shareholders resident outside of Japan
by registered express airmail.
ARTICLE 29. RULES OF BOARD OF DIRECTORS
The Board of Directors may prepare rules for the operation of the Company
and the Board of Directors not inconsistent with laws or orders or these
Articles of Incorporation.
ARTICLE 30. BUSINESS YEAR
The business year of the Company shall commence on January 1 and end on
the following December 31, and accounts shall be settled as of the end of
the business year.
ARTICLE 31. DIVIDENDS FROM PROFIT AND INTERIM DIVIDENDS
(1) Dividends from profit shall be paid to shareholders or pledgees who
are listed in the Register of Shareholders as of the end of each business
year.
(2) The Company may make a distribution of money (interim dividend) as provided
by Article 293-5 of the Commercial Code to shareholders as of the date at
which the decision to distribute the interim dividend is taken.
(3) The Company shall be relieved of any obligation to pay dividends which
have not been claimed after the lapse of three (3) full years from the date
the dividend was declared.
ARTICLE 32. BOOKS OF ACCOUNT AND ACCOUNTING RECORDS
(1) The Company shall keep accounting records in accordance with laws and
orders and with accounting practices standards and procedures.
(2) The Company shall, in addition to the accounting records referred to
in the preceding paragraph, keep such other books and records and provide
such other information as shall from time to time be necessary for the accounting
and tax purposes of any of its foreign shareholders.
(3) Each business year, the directors shall prepare a balance sheet, an
income statement, a business report, and a proposal for disposal of profit
or handling of losses, and shall submit these statements for approval of
the Board of Directors. In addition, the directors shall submit all the
above-mentioned documents except the business report as an agenda item to
the Ordinary General Meeting of Shareholders for its approval, and shall
report the contents of the business report to the Ordinary General Meeting
of Shareholders.
(4) After approval of the Ordinary General Meeting of Shareholders is obtained,
the directors shall publish the balance sheet or the gist hereof without
delay.
(5) Prior to the Ordinary General Meeting of Shareholders, the documents
referred to in paragraphs (3) and (4) above shall be sent by registered
mail to shareholders resident in Japan and by registered express airmail
to shareholders resident outside Japan.
(6) As necessary from time to time, the directors may prepare interim financial
statements or request that such statements be prepared.
(7) A shareholder or his agent may at any time view or make copies of the
books of account or other written materials without restriction.
ARTICLE 33. NOTICES AND REPORTS TO NON-RESIDENTS
Notices, reports, and communications to all shareholders, directors, and
statutory auditors resident outside Japan, other than those to be given
by public notice, shall be in English.