(Sample) Articles of Incorporation of Genki Corporation

Section 1. General Provisions

(Corporate Name)

Article 1. The name of this Company shall be Kabushiki-Kaisha Genki Corporation .

(Purpose)

Article 2. The purposes of this Company shall be to carry out the business as follows:
1. Export and Import and Sale of the following goods:
(a) Sports equipment, musical instruments, other cultural and leisure goods and miscellaneous goods.
(b) Books, Painting, sculpture, other art works and their Copyrights.
3. Purchase and sale of any kind of antique.
4. Purchase and sale, leasing, medication and management of real estate.
5. Any other all business incidental to and related with the business enumerated in the preceding paragraphs of this Memorandum.

(Location of Principal Office)

Article 3. This Company shall have its principal office at Chiyoda-ku, Tokyo-to.

(Manner of Public Notice)

Article 4. All public notices of this Company shall be given by inserting them into the official gazette.


Section 2. Shares

(Total Number of Shares to be Issued)

Article 5. The total number of the shares authorized to be issued by this Company shall be as provided below and all shares shall be ones with par value:

Total number of shares authorized to be issued: shares

(Value of One Par Value Share)

Article 6. The value of one (1) par value share to be issued by this Company shall be as provided below:

Value of one par value share: 50,000 yen

(Share Certificates)

Article 7. The share certificates of this Company shall consist of five(5) classes which represent one (1) share, five (5) shares, ten (10) shares, fifty (50) shares and one hundred (100) shares.

(Notification of Non-Holding of Share Certificates)

Article 8. A shareholder who does not wish to hold his share certificates shall notify this Company to that effect by a form of notification prescribed along with the share certificates concerned. However, when he notifies this Company of his wish not to hold his share certificates for the shares newly issued, he shall not be required to attach the share certificates concerned to such notification.

(Restriction on Transfer of Shares)

Article 9. The transfer of shares of this Company shall require approval of the board of directors.

(Change of Names)

Article 10. When requesting a change of names in regard to the shares of this Company, the requesting person shall affix his name and seal to a written application provided by this Company, and then submit it to this Company along with the share certificates concerned.
2. In case shares are acquired due to any reason other than transfer, the requesting person shall submit a document certifying the reason therefor and the share certificates concerned.

(Register of Pledge and Identification of Trust Property)

Article 11. When requesting a register of pledge or identification of trust property in regard to the shares of this Company, the request ing person shall affix his name and seal to a written application in a form provided by this Company and then submit it to this Company along with the share certificates concerned. The same shall apply to the deletion of said register or identification.

(Reissuance of Share Certificates)

Article 12. When requesting reissuance of share certificates due to division, consolidation, stain or damage, etc. of the share certificates, the requesting person shall affix his name and seal to a written application in a form provided by this Company, and then submit it to this Company along with the share certificates concerned.
2. When requesting reissuance of the share certificates due to loss thereof, the requesting person shall affix his name and seal to a written application in a form provided by this Company, and then submit it to this Company along with an original or an attested copy of a judgment of exclusion.

(Fee)

Article 13. When making a request stipulated in the preceding three(3) Articles, the requesting person shall pay a fee as required by this Company.

(Closing of Register of Shareholders)

Article 14. This Company shall stop alteration of any entry in the register of shareholders from the next day following each period for settlement of accounts to the day of termination of the ordinary general meeting of shareholders held in respect of such period.
2. Notwithstanding the preceding Paragraph, whenever necessary in order to determine the persons who exercise a right as a shareholder or a pledgee, this Company may stop alteration of any entry in the register of shareholders or determine a specified day therefore by a resolution of the board of directors. In this case, this Company shall give public notice thereof at least two (2) weeks prior to the commencement of such term or such specified day.

(Notification of Shareholder's Address, etc.)

Article 15. Each shareholder and registered pledgee or his legal agent or representative shall notify this Company of his name, address and seal in a form provided by this Company. In case of modification of any item of notification, the same shall apply to such item.

Section 3. General Meetings of Shareholders

(Convening)

Article 16. The ordinary general meeting of shareholders of this Company shall be convened within three(3) months after the next day following the end of each fiscal year and an extraordinary general meeting of shareholders shall be convened from time to time whenever necessary.

(Chairman)

Article 17. The president shall hold the office of chairman at the general meeting of shareholders. In case an accident occurs to the president, another director shall replace him in the order previously determined by the board of directors.

(Manner of Resolutions)

Article 18. Unless otherwise provided by law or in these articles of incorporation, all resolutions of the general meeting of shareholders shall be adopted by a majority of the votes of the shareholders then present.

(Exercise of Vote by Proxy)

Article 19. A shareholder may exercise his vote by proxy. n this case, the proxy shall submit a document certifying the power of representation for each general meeting to this Company.
2. A shareholder shall not confer the power of representation referred to in preceding Paragraph to 2 or more persons.

(Minutes)

Article 20. The substance of the course of proceedings at the general meeting and the results thereof shall be recorded in the minutes thereof. The chairman and the directors present thereat shall affix their signatures or their names and seals to the minutes, and the minutes shall be kept at the principal office for ten (10) years.