@ The textAttachment AAttachment B

NORISUGI & ASSOCIATES

TOTATE INTERNATIONAL BLDG. 2F
12-19 SHIBUYA 2-CHOME
SHIBUYA-KU, TOKYO 150-0002, JAPAN
PHONE: 81-3-3498-0681 FACSIMILE: 81-3-3498-0680
E-mailFVEE00155@nifty.com

(as of September 2007)

M e m o r a n d u m


OUTLINE OF LEGAL FRAMEWORK FOR ESTABLISHMENT

OF A JAPAN-BASED OFFICE BY A FOREIGN CORPORATION



The purpose of this Memorandum is to outline the legal framework for the establishment of an office in Japan by a corporation incorporated outside the jurisdiction of Japan (gForeign Corporationh). There are three alternatives for holding an office in Japan; (1) liaison office, (2) branch office and (3) corporation.

I. Liaison Office in Japan (gJLOh)

There is no expressed or implied definition of the JLO under the laws of Japan. In practice, the JLO is often referred to as a grepresentative office in Japanh established to engage in liaison activities with its headquarters outside Japan. The JLO shall be a certain place established for a purpose of doing non-commercial activities, i.e. advertisement, publicity, gathering of information, market research, other fundamental study and research, etc. to supplement and promote the business activities of its headquarters outside Japan.

A. Company Law

There are no specific regulations, requirements, restrictions, et al. in the Company Law with regard to the establishment and maintenance of the JLO. Furthermore, there are no official records nor certificates supported by the statute available to promulgate the existence of the JLO. Thus, the existence of the JLO cannot be asserted against third parties, and accordingly, a representative of the JLO (gJLO Representativeh) would have difficulties with a third party with respect to such matters as leasing office space, opening bank accounts, etc. in the name of the JLO.

B. Foreign Exchange Control Law (gForex Lawh)

1. There are no reporting or licensing requirements under the Forex Law in respect of the establishment, maintenance, etc. of the JLO.

2. The JLO Representative is allowed to receive the remittance of funds from the headquarters free from license or notification requirements, insofar as the funds are received to cover only the current expenses necessary for the maintenance of the JLO.

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II. Branch Office in Japan (gJBOh)

A. Company Law

1. The Company Law stipulates that the Foreign Corporation, who intends to carry out commercial transactions gon a continuing basis in Japanh, should appoint a representative of the corporation in Japan (gJBO Representativeh) and may establish a place of business. The place of business so established is called the JBO, which must be registered with the competent Legal Affairs Bureau (gLABh) of the Ministry of Justice (gJBO Registrationh). If no JBO is established, the registration shall be made at the place of residence of the JBO Representative.

2. The Company Law prohibits the Foreign Corporation from conducting commercial transactions gon a continuing basis in Japanh before completion of the JBO Registration.

3. Under the Company Law, the Foreign Corporation must have at least one JBO Representative residing in Japan.

4. The JBO Registration must be effected at the LAB within three (3) weeks of the date of appointment of the JBO Representative. The Commercial Registration Law (gRegistration Lawh) requires several documents to be appended to the application for the JBO Registration. However, in the practice of the LAB, the following documents will suffice for the relevant JBO Registration:

(a) Statutory Declaration - This document should contain all the particulars required for the JBO Registration including, inter alia, corporate name, location of the head office, corporate objectives, amount of capital, and members of the Board of Directors. The statutory declaration, which should be executed by the JBO Representative or any authorized officer, must be notarized by either a consular official in Japan or a competent government officer (including notary public) of the country where the Foreign Corporation was incorporated. (See Attachment A to this memorandum.)

(b) Power of Attorney - This document must be executed by the JBO Representative authorizing an attorney-in-fact to effect the JBO Registration.

(c) Signature Certificate of the JBO Representative - In the case where the JBO Representative, who executed the power of attorney discussed in (b), supra, is not a Japanese national, he is required under the practice of the LAB to submit his signature certificate attested by a consular official or a competent government officer of his nationality.

(d) Submission of Seal Impression - The JBO Representative, who is a Japanese national and who has executed the power of attorney discussed in (b), supra, must register a seal in his name as the JBO Representative, for which he is required to submit a certificate of impression of his registered personal seal (Jitsuin) issued by the head of his ward.


5. Any subsequent changes in the registered matters are subject to the requirements for amendments to the relevant registration.

B. Forex Law

1. Under the Forex Law, the Foreign Corporation falls under the category of gforeign investorh and the establishment of the JBO by a foreign investor constitutes an inward direct investment. When the JBO is established, the foreign investor must file an ex post facto report, unless otherwise a prior notification is required (See 2. infra), with the competent Ministers. This report must be filed through The Bank of Japan within fifteen (15) days of the date of establishment of the JBO.

2. Contrary to the above, however, if the JBO will be established to engage in activities relating to agriculture, forestry, fishery or mining, manufacturing of nuclear fuel, aircraft, weapons, munitions, etc., the nuclear power industry, and the space development industry, etc., the foreign investor must submit a prior notification to such competent Ministers. In the said notification, the foreign investor must provide information including, inter alia, the proposed business activities of the JBO, and the business plans such as facilities, sales and financial plans.

3. Following submission of the notification, there is a thirty day gwaiting periodh during which the Japanese government conducts investigations on the basis of the notification. This waiting period can be shortened to less than thirty days or extended to a maximum of four months from the acceptance date of the notification if the government considers it necessary to make a special investigation under gpeacetime controlsh (i.e. including, investments that may damage the safety of Japan, threaten existing industries or the economy of Japan, or investments that are in an area where there is a lack of reciprocity between Japan and the home country). If the government concludes that the notification be modified, then it issues a recommendation which must be replied to within ten days. If the foreign investor fails to respond or refuses such recommendation, the government may issue the order to modify or suspend the transactions covered by such notification.

4. Expansion in the business activities specified in the above-mentioned report or notification, which also constitutes an ginward direct investmenth, should be reported or notified in advance to the competent Ministers.

5. With regard to the inward remittance by the headquarters to the JBO, no license or notification requirements are imposed, insofar as the said remittance is made for the current expenses for the JBO, as in the case of the JLO discussed above. As to other remittances from the headquarters to the JBO, which constitute gcapital transactionsh under the Forex Law, there may be a case where either prior notification or other clearance from the government of Japan will be required.

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III. Corporation

A. Company Law

1. There are four types of corporations capable of being established under the Japanese law. They are namely: (1) a joint stock corporation (Kabushiki Kaisha); (2) an incorporated general partnership (Gomei Kaisha), members of which bear unlimited liability; (3) an incorporated limited partnership (Goshi Kaisha), which consists of members with limited liability and members with unlimited liability; and a limited liability company (Goudo Kaisha), members of which bear limited liability.

The corporations enumerated in (2), (3) and (4), supra, are not widely used in Japan. Therefore hereinbelow the legal framework shall be directed only to a joint stock company (Kabushiki Kaisha) (gKKh).

2. Before we discuss the procedural requirements for the incorporation of a KK, we will describe briefly the salient features thereof.

(a) Shareholders - A shareholder of a KK may be a corporation or an individual. No citizenship or residency requirements are imposed, and there is no limitation on the number of shareholders. Thus, a KK with a single shareholder is allowed.

(b) Capital Infusion - Capital infusion at the time of incorporation of a KK must be made either in cash or in kind if authorized by the initial articles of incorporation.

At least half of capital infusion must be credited in the capital account (gCapitalh) and the balance thereof in the capital reserve account. The minimum amount of the Capital was abolished.

(c) Shares of Stock - A KK may issue a variety of shares, such as voting or non-voting preferred shares. All shares must be issued in non-bearer form. The KK may issue only non par value shares.

(d) Share Transfer - A KK is not allowed to proscribe share transfers. Share transfer can be made only by way of delivery of share certificates. No further action is needed between a transferor and a transferee under the Company Law. However, the articles of incorporation may provide a provision to read that gany transfer of shares shall be subject to the approval of the Board of Directors (or the General Meeting of Shareholders)h. In this connection, it should be noted that a transferee who acquired shares without obtaining a prior approval of the Board of Directors, etc. is also entitled statutorily to request that the Board of Directors, etc. should approve his ex post facto acquisition of shares. In other words, notwithstanding said provision in the articles of incorporation, share transfer can be made validly between the parties concerned. This may allow for the undesirable situation to arise in which a KK would become connected with an unfamiliar third party. In order to obviate such a problem with a third party, we are of the view that unless otherwise provided for in the articles of incorporation, a KK, with the consent of shareholders, should not issue share certificates to the shareholders until such time as they will absolutely need the share certificates.

In case of a joint venture KK, control over share transfers could be made by agreement among the shareholders. However, such control sourced in the agreement only works to bind the parties involved but cannot be asserted against third parties.

(e) Directors - There must be at least one director in a KK. Initial director(s) shall be elected at the constituent general meeting in the case of the gBoshu-setsuritsuh or by the promoter(s) in the case of the gHokki-setsuritsuh. (Definitions of gBoshu-setsuritsuh and gHokki-setsuritsuh will be discussed hereinafter.) Directors must be individuals, but there are no citizenship or residency requirements therefor, unless otherwise stipulated in the articles of incorporation.

Under the old Commercial Code, a KK was required to have a board of directors consisting of at least three directors. Under the Company Law, a KK is not required to have a board of directors, and only one director is sufficient. The Company Law allows flexible organization plans, and in the case of a small and medium size KK, as many as 17 organization plans are available. Since the space is limited to discuss all of such plans, we will hereafter focus our discussion on a KK with a board of directors and statutory auditor(s), which used to be the typical organization plan under the Commercial Code.

From among the directors composing a board of directors, one or more representative directors must be elected, and at least one of the representative directors must be a resident in Japan. Under the Company Law, a representative director has the overall power to represent a KK. He has the full power to bind the company in both judicial and extra-judicial procedures. No limitation on his powers can be asserted against a bona fide third party. Therefore, considerable caution should be exercised when appointing a representative director.

(f) Statutory auditor - In a KK having a board of directors, there must be at least one statutory auditor. Statutory auditors are not necessarily certified public accountants, but may not serve concurrently as a director or an employee of the same KK or of its subsidiary. Thus, a statutory auditor recruited from among directors or employees must simultaneously resign from such position.

Statutory auditors generally have a power to audit business activity of a company including accounting matters. If the articles of incorporation of the company, however, should state that the statutory auditor will audit matters relating to accounting only, the statutory auditors will not be entitled to audit business activity of the company. The statutory auditors having the power to audit business activity may check the performance of duties by the directors, and have the obligation to report to the board of directors any indication of illegality involved in such performance. Such statutory auditors are also obligated to attend meetings of the board of directors, and check the proposals submitted to the shareholders meeting.

(g) Meeting of shareholders - A general meeting of shareholders of a KK must be convened regularly at least once a year to approve the annual financial statements in advance of filing the final tax return with respect to the fiscal year then ended. General meeting of shareholders may act only upon such matters as stipulated in the Company Law or the articles of incorporation.

(h) Meetings of the Board of Directors - A meeting of the Board of Directors of a KK must be convened at least once every three months.

3. Procedures for incorporation of a KK under the Company Law are rather complicated and time-consuming. Incorporation of a KK can be effected, as a matter of law, either by promoter(s) and non-promoter share subscriber(s) or by promoter(s) alone. The former is called gBoshu-setsuritsuh, and the latter gHokki-setsuritsuh. We will hereinbelow discus the steps to be taken under the Company Law for incorporation of a KK by way of Boshu-setsuritsu. Additionally, we will discuss briefly the matters relating to Hokki-setsuritsu, as we go along, in comparison with the corresponding matters in Boshu-setsuritsu.

(a) Promoter(s) - A corporation as well as an individual, whether Japanese or non-Japanese, is permitted to act as a promoter. However, when we take into consideration the number of formalities required to be fulfilled by the promoters as well as the necessity to proceed with the projected incorporation efficiently, promoters should be residents of Japan and be limited to as few as possible, i.e., one or two.

A person designated as a promoter must subscribe to at least one Initial Share. (In case of the Hokki-setsuritsu, promoter(s) must subscribe to the entire number of the Initial Shares.)

(b) Authentication of the Articles of Incorporation - The promoter(s) must prepare and execute the articles of incorporation, which must be authenticated by a notary attached to the LAB having jurisdiction over the location of the head office of a KK as set forth in the articles of incorporation. Attached hereto as Attachment B is a form of the articles of incorporation for your reference.@@

Of the provisions to be incorporated in the articles of incorporation, lack of the following items make the articles of incorporation invalid in their entirety:
i) Corporate name;
ii) Corporate objectives;
iii) Location of head office;
iv) Value of the asset to be invested upon incorporation or its minimum amount, and
v) Name(s) and address(es) of promoter(s)

(c) Designation of Recipient Bank of Share Subscription Money - When the articles of incorporation are authenticated by a notary, the promoter(s) must designate bank(s) to receive payment of share subscription money (gRecipient Bankh).

(d) Share Subscription - The Initial Shares must be subscribed to by the promoter(s) and non-promoter share subscriber(s) in case of the Boshu-setsuritsu (or only by the promoter(s) in case of the Hokki-setsuritsu). Non-promoter share subscriber(s) are required to make their application for subscription thereto in the form prescribed by the promoter(s). As for the promoters, share subscription should be made in accordance with those particulars as agreed to by the promoter(s).

(e) Share Subscription Payment - After a lapse of the waiting period for clearance of the prior notification under the Forex Law as will be discussed in III.B., infra, non-promoter share subscriber(s) and/or promoter(s) should proceed to effect the share subscription payment to the Recipient Bank. Payment should be made in the full amount of the share subscription price.

Upon completion of the share subscription payment, the Recipient Bank issues a certificate concerning custody of the share subscription money, which must be filed at a later date with the LAB for the registration of incorporation of a KK.

The share subscription money so paid in is held in suspense by the Recipient Bank until a certified copy of the company registration etc. is submitted after incorporation of a KK.

(f) Election of Directors and Statutory Auditor(s) in Case of Hokki-setsuritsu - Promoter(s) must elect directors and statutory auditor(s), immediately after the share subscription payment.

(g) Investigation Report in Case of Hokki-setsuritsu - Directors and statutory auditor(s) so elected by the promoter(s) must investigate whether or not the entire number of the Initial Shares has been subscribed, the share subscription payment has been fully made, etc., and report to the promoter(s) the results of their investigation.

(h) Constituent General Meeting for the Boshu - setsurittsu - Immediately after the date (or period) of the share subscription payment, the constituent general meeting of share-subscribers, namely, promoter(s) and non-promoter share subscriber(s), must be convened for the following matters on the agenda:
i) Receipt of Promoter(s)f Report on Steps Taken in the Course of Incorporation of a KK;
ii) Election of Directors and Statutory Auditor(s); and
iii) Receipt of Report on Investigation by Directors and Statutory Auditor(s).

In addition to these statutorily required matters, the constituent general meeting may, in compliance with the Company Law or the articles of incorporation of a KK, pass resolutions on matters including, inter alia, the amount of ceiling of directorfs and/or statutory auditorsf remuneration.

(i) First Meeting of the Board of Directors for Boshu-setsuritsu and Hokki-setsuritsu - Immediately after assumption of office by the directors, the first meeting of the Board of Directors must be physically convened for the following matters and others:
i) Election of Representative Director(s)
ii) Determination of Head Office - The Board of Directors must by its resolution decide the location of the head office within the district provided for in the articles of incorporation.

(j) Registration of Incorporation - Within two weeks after the date of the investigation report in the case of the Hokki-setsuritsu or the date of conclusion of the constituent general meeting in case of the Boshu-setsuritsu, a representative director must file an application for registration of incorporation of a KK and pay the registration tax of 0.7% of the Capital (but not less than \150,000).

In the ordinary course of business of the LAB, it will take about two weeks to consummate the relevant registration at the said authorities. Regardless of the time required for the registration, a KK comes into existence effective as of the date of filing of said application for registration.

Upon completion of the registration, a certified copy of said registration becomes available.

(k) Transfer of Share Subscription Money to a KKfs Account - The Recipient Bank, once it has confirmed the incorporation of a KK by a certified copy of the company registration, will release to a KK the Share Subscription Money held by it in suspense.

(l) Issuance of Share Certificates - The issuance of share certificates is not mandatory under the Company Law, unless otherwise provided for in the articles of incorporation. If the share certificates are not issued, shareholders may request at any later date the issuance of share certificates. Under the Company Law, the shareholders listed in the shareholdersf register are entitled to assert their status against a KK and to exercise their shareholdersf rights based on the shareholdersf register. No share certificates are required for exercise of the shareholdersf rights.


B. Forex Law

1. Acquisition of shares of stock in a KK by a gforeign investorh constitutes an inward direct investment, which requires the filing by the foreign investor of an ex post facto report with the competent government authority under the Forex Law, unless otherwise a prior notification is required. The term gforeign investorh includes, inter alia, individuals who are non-resident of Japan and corporations incorporated outside the jurisdiction of Japan.

2. With respect to the filing of an ex post facto report and a prior notification for acquisition by a foreign investor of shares of stock in a KK, please refer to the discussion in II.B. 1. and 3., supra, regarding the establishment of the JBO which is also applied to the share acquisition by a foreign investor in a KK.

Attachment A

DECLARATION

BEFORE ME, ___________________, Notary Public of ___________________, duly commissioned and qualified, personally appeared ___________________, who being duly sworn, declares and says:
1) That he is the Director of ___________________ (hereinafter the "Company"), duly authorized by the Company to prepare this Declaration and to have it authenticated by a Notary Public;
2) That the Company is a corporation organized under the laws of ___________________ on ___________________, and existing with its head office located at ___________________ ;
3) That ___________________, a Japanese national residing at ___________________, Tokyo, Japan, is the duly appointed representative of the Company in Japan;
4) That the objects and purposes of the Company are to engage in the following businesses:
a)

b)

c)To do any and all businesses related or incidental to any of the foregoing businesses.
5) That the name of the Directors of the Company are ___________________;
6) That the total number of shares authorized to be issued by the Company is ___________________, each having a par value of ___________________;
7) That the total number of shares issued by the Company is ___________________, and the amount of capital of the Company is ___________________;
8) That through the procedures required by law, the branch office of the Company will be established at ______________________________________, Tokyo, Japan, as of ___________________, 2007;
9) That the fiscal year of the branch office of the Company in Japan will commence on January 1st of each year and continue through December 31st of the same year; and
10) That the representative of the Company in Japan is duly authorized to represent the Company in Japan and to effect the necessary registration of the branch office of the Company in Japan either by himself or through an attorney or attorneys.
Date: ___________________


______________________________________,

___________________, Director


______________________________________,

___________________, Notary

Attachment B

(Translation)

ARTICLES OF INCORPORATION
OF
________________________________

Prepared on ________________________________

Articles of Incorporation

of

________________________________

CHAPTER I. GENERAL PROVISIONS

(Corporate Name)

Article l.

The Company shall be called "___________________ Kabushiki Kaisha," which shall be expressed in English as "___________________"

(Objects)

Article 2.

The objects of the Company shall be to engage in the following businesses:

a.

b.

c.

d.

e. To undertake and engage in any and all business and activities related or incidental to the foregoing.

(Location of Head Office)

Article 3.

The Company shall have its head office in ___________________-ku, Tokyo.

(Method of Public Notice)

Article 4.

Public notices of the Company shall be given in the Official Gazette (Kampo).

CHAPTER II. SHARES

(Total Number of Shares Possible to be Issued)

Article 5.

The total number of shares possible to be issued by the Company shall be ___________________ shares.

(Share Certificates)

Article 6.

The Company shall issue share certificates pertaining to the shares.

(Restriction on Transfer of Shares)

Article 7.

Any transfer of the shares of the Company shall require the approval of the Board of Directors.

CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

(Convocation of General Meeting of Shareholders)

Article 8.

Ordinary general meetings of shareholders shall be convened each year within three (3) months from the day following the last day of each business year. Extraordinary general meetings of shareholders shall be convened by a resolution of the Board of Directors, from time to time whenever necessary.

(Record Date of Ordinary General Meetings of Shareholders)

Article 9.

The record date for voting rights at ordinary general meetings of shareholders of the Company shall be December 31st of each year.

(Person to Convene Meetings and Chairman Thereof)

Article 10.

Except as otherwise provided by law, general meetings of shareholders shall be convened by the President in accordance with a resolution of the Board of Directors, and the President shall act as the chairman at such general meetings of shareholders. If the President is unable to act as the chairman at any general meeting of shareholders, another of the directors shall take his place in the order previously determined by the Board of Directors.

(Notice of Convocation)

Article 11.

A notice of convocation of a general meeting of shareholders shall be dispatched to each shareholder one (1) week prior to the date of the meeting, setting forth therein the agenda of the meeting in Japanese and English.

(Method of Resolution)

Article 12.

Except as otherwise provided by law or by these Articles of Incorporation, resolutions of a general meeting of shareholders shall be adopted by a majority of the votes cast at a meeting at which shareholders holding a majority of the issued voting shares are present in person or by proxy.

(Proxy Voting)

Article 13.

A shareholder may exercise his vote by proxy, who need not be a shareholder of the Company; provided, however, that such proxy shall present to the Company a document evidencing his power as proxy for each general meeting of shareholders.

(Minutes of Meetings)

Article 14.

The substance of the proceedings of a general meeting of shareholders and the results thereof and other matters provided by law shall be recorded in the minutes of the meeting. The minutes shall be kept at the head office of the Company after the chairman of the meeting and the directors present at the meeting have affixed their signatures or seals. English translation of the minutes shall be prepared.

CHAPTER IV. DIRECTORS, STATUTORY AUDITORS,

REPRESENTATIVE DIRECTORS AND BOARD OF DIRECTORS

(Establishment of Organs)

Article 15.

The Company shall have, in addition to the general meeting of shareholders and the directors, the following:

1.@board of directors

2.@statutory auditors

(Scope of Authority of Statutory Auditors)

Article 16.

The scope of authority of the statutory auditors of the Company shall be limited to accounting matters.

(Number of Directors and Statutory Auditors)

Article 17.

The Company shall have three (3) or more directors and one (1) or more statutory auditors.

(Election of Directors and Statutory Auditors)

Article 18.

(1) Directors and statutory auditors shall be elected at a general meeting of shareholders.

(2) No cumulative voting shall be used for the election of directors.

(Term of Office)

Article 19.

(1) The term of office of directors shall be for the period until the closing of the ordinary general meeting of shareholders held pertaining to the business year last ending within two (2) years subsequent to their election.

(2) The term of office of a director elected as the replacement or due to an increase in the number of directors shall be conterminous with the remaining term of office of other directors in office.

(3) The term of office of statutory auditors shall be for the period until the closing of the ordinary general meeting of shareholders held pertaining to the business year last ending within four (4) years subsequent to their election.

(4) The term of office of a statutory auditor elected as the replacement shall be for the remaining term of office of his predecessor.

(Representative Directors and Directors with Specific Titles)

Article 20.

(1) The Company shall, by a resolution of the Board of Directors, elect representative director(s). The President shall be elected, by a resolution of the Board of Directors, from among the representative directors.

(2) The Company may, by a resolution of the Board of Directors, appoint several number of Chairman, Vice Chairman, Vice President, Senior Managing Directors (Senmu torishimariyaku) and Managing Directors (Jomu torishimariyaku).

(Powers of the Board of Directors)

Article 21.

(1) The Board of Directors shall, by resolutions, decide all important matters pertaining to the management of the Company, in addition to those matters as prescribed by law or by these Articles of Incorporation.

(2) Directors shall make a report on the status of execution of business to the Board of Directors at least once in three (3) months.

(Convocation of Meetings of the Board of Directors)

Article 22.

Except as otherwise provided by law, meetings of the Board of Directors shall be convened by the President or another of the directors in the order previously determined by the Board of Directors.

(Notice of Convocation of Meetings of the Board of Directors)

Article 23.

A notice of convocation of a meeting of the Board of Directors shall be dispatched to each director one (1) week prior to the date of the meeting, setting forth therein the agenda of the meeting. Provided, however, that with the unanimous written consent of all directors, a meeting of the Board of Directors may be held by dispensing with the procedures required for the convocation thereof or by shortening of the notice period thereof.

(Chairman of Meetings of the Board of Directors)

Article 24.

The President shall act as the chairman at a meeting of the Board of Directors. If the President is unable to act as the chairman at any meeting of the Board of Directors, another of the directors shall take his place in the order previously determined by the Board of Directors.

(Method of Resolution)

Article 25.

Except as otherwise required by these Articles of Incorporation, resolutions of the Board of Directors shall be adopted by a majority of the votes of the directors present at a meeting of the Board of Directors at which a majority of the directors in office are present.

(Minutes of Meetings)

Article 26.

The substance of the proceedings of the meetings of the Board of Directors and the results thereof and other matters provided by law shall be recorded in the minutes of the meeting. The minutes shall be kept at the head office of the Company after the directors present have affixed their signatures or seals. English translation of the minutes shall be prepared.

(Remuneration and Retirement Allowance)

Article 27.

Remunerations and retirement allowances for directors and statutory auditors shall respectively be determined by resolutions of general meetings of shareholders.

CHAPTER V. ACCOUNTS

(Business Year)

Article 28.

The business year of the Company shall be for the period from January 1 of each year through December 31 of the same year.

(Record Date for Distribution of Surplus)

Article 29.

(1) The record date for payment of term-end dividends shall be December 31st of each year.

(2) The Company may, in addition to the preceding paragraph, distribute surpluses by fixing record dates.

(Period of Exclusion of Right to Demand Payment of Dividends)

Article 30.

(1) The Company shall be released from the obligation to pay dividends (in the event the assets to be distributed are cash), if the dividends are not received after the lapse of three (3) years from the date of tender for payment thereof.

(2) No interest shall accrue on undistributed dividends referred to in the preceding paragraph.