ARTICLE OF INCORPORATION OF KURODA AND ASSOCIATES

CHAPTER 1. GENERAL RULES

Article 1. (Trade Name)

The name of this company shall be Kuroda and Associates Limited Liability Company.

Article 2. (Business Purpose)

The Business purpose of this company is to conduct the following business:

1.
2.
3.

Article 3. (Location of main office)

The main office of this company is located at 1-9-6-404 Iidabashi, Chiyoda-ku Tokyo-to, Japan.

Article 4. (Total amount of capital)

The total amount of the capital of this company shall be 3000,000yen.

CHAPTER 2. MEMBERS AND CAPITALIZATION

Article 5. (Amount of Each Capital Subscription Unit)

The capital of this company shall be divided into 60 units, and the amount of one capital subscription unit shall be 50,000yen.

Article 6. (Name and Address of Members and Number of their Capital Subscription Units)

The name and address of member and number of their capital subscription units is as follows:

Address

30units Name A

Address

30units Name B

CHAPTER 3. GENERAL MEETING OF MEMBERS

Article 7. (General meeting of Members)

The general meeting of members of this company shall consist of regular general meetings and extraordinary meetings; regular general meetings shall be held in

February of every year. Extraordinary meetings shall be held as necessity aries.

Article 8. (Convocation of members)

1. The president/director shall convoke the meeting of members.

2. In order to convoke a general meeting of members, it is necessary to give notice

of the opening of the general meeting of members to each member seven days

before the date of the meeting.

Article 9. (Chairman)

The president/director shall chair the general meeting of members. Should an accident befall the president, another director shall chair the meeting.

Article 10. (Resolutions)

Resolutions shall pass the general meeting of members with a majority of the voting rights of the members present, unless otherwise specifically provided for by law or these Articles of Incorporation.

Article 11. (Voting Rights)

Each member has one voting right for each capital subscription unit.

Article 12. (Minutes)

Minutes shall be made regarding the proceeding of the general meeting; the gist of the proceeding and the results shall be recorded in the
minutes; it is essential that the chairman and directors present sign and seal these minutes.

CHAPTER 4. OFFICERS

Article 13 . (Number of Directors)

The directors of this company shall consist of not more than seven (5) persons.

Article 14. (Selection of Directors)

The directors of this company shall be elected and appointed in the general meeting of members from the members of this company.
If necessity should arise, however, non-member may be elected or appointed.

Article 15. (Representative Director)

The representative director of this company shall be Director: Name A.

Article 16. (Compensation)

The compensation of the directors shall be decided by the general meeting of members.

 

CHAPTER 5. ACCOUNTING

Article 17. (Business Fiscal year)

The business fiscal year term shall be one(1) year between January 1st and December 31st of every year.

Article 18. (Member Dividends)

Member dividends shall be paid as the last day of settlement of accounts for each terms.

CHAPTER 6. MISCELLANEOUS RULES

Article 19. (Initial Business Fiscal Year)

The initial business fiscal year of this company shall be from the date of establishment of this company until the 31st of December, 1997.

Article 20. (Officers at the Time of Establishment)

To be continued

 

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