SUN-Corporation_AOAMOA_EN

SUN Co., Ltd Articles of Incorporation Certified copy Prepared on July 10, 2018 Articles of Incorporation Chapter 1 General rules Article 1 (Trade name) The company shall be called SUN Kabushiki Kaisya and indicated in English SUN Co., Ltd Article 2 (Objectives) The objects of the Company shall be to engage in the following businesses. l. Business related to computer system planning, development, sales an d maintenance 2. Planning, development, production, distribution, management, operation and sales of various application software 3. Fee - charging employment placement business 4. Worker dispatch business 5. All business related to the preceding items Article 3 (Location of head office) The head office of the Company shall be located in Minato - ku, Tokyo. Article 4 (Institutional composition) The Company shall not establish a board of directors, corporate auditors or other organizations stipulated in Ar ticle 326, Paragraph 2 of the Companies Act. Article 5 (Public notice method) Public notice of the Company shall be made by the method published in the official gazette. Chapter 2 Shares Article 6 (Total number of shares authorized to be issued by the company ) The total number of shares authorized to be issued by the Company shall be 100,00 shares. Article 7 (Non - issuance of share certificates) No share certificates shall be issued for the shares of the Company. Article 8 (Restriction on transfer of s hares) Any acquisition of shares of the Company by transfer shall be subject to the approval of the general meeting of shareholders. Article 9 (Request for sale to heirs, etc.) The Company may demand that a person who has acquired shares of the Company wi th restrictions on transfer by inheritance, merger or other general succession sell such shares to the Company. Article 10 (Request for entry of matters in the list of shareholders, etc.) In order for an acquirer of shares of the Company to request that t he names of shareholders and other matters to be entered or recorded in the shareholders' register be entered or recorded in the shareholders' register, the acquirer and the person who is entered or recorded in the shareholders' register as a shareholder o f the shares acquired by the acquirer, or the heir or other general successor of the acquirer, must sign or affix their names and seals to the request form prescribed by the Company and submit it under joint signature. However, in cases where the request i s made for reasons provided for in the applicable Ordinance of the Ministry of Justice, the share acquirer may make the request alone, and in that case, a document evidencing such reasons shall be submitted. Article 11 (Registration of pledges and indication of trust property) In order to request registration of a pledge on shares of the Company or indication of trust property, the parties must sign or affix their names and seals to the request form prescribed by the Company and submit it. 2 The pre ceding paragraph shall also apply to the cancellation of registration of a pledge or indication of trust property. Article 12 (Commission fee) When making a request provided in the preceding two Articles, the fee prescribed by the Company shall be paid. Article 13 (Closed resister) The Company shall deem shareholders with voting rights entered or recorded in the final Register of Shareholders of the last day of each business year to be shareholders entitled to exercise their rights at the Ordinary General Meeting of Shareholders for that business year. 2 Notwithstanding the provisions of the preceding paragraph, if the rights of the shareholders set forth in the same paragraph are not prejudiced, all or part of the persons who have acquired voting shares o f the Company after the date set forth in the same paragraph due to the issuance of shares for subscription, merger, share exchange, absorption - type split or other similar event may be determined to be shareholders entitled to exercise their voting rights at the relevant Ordinary General Meeting of Shareholders. 3 In addition to Paragraph 1, if necessary, the Company may, upon giving prior public notice, deem the shareholders or registered pledgees of shares entered or recorded in the final Register of Shar eholders of a certain date to be the shareholders or registered pledgees of shares entitled to exercise their rights. Article 14 (Notification of Address, etc. of Shareholders) The shareholders and registered share pledgees of the Company, or their legal representatives or delegates, shall notify the Company of their names, addresses and personal seals in the format prescribed by the Company. The same shall apply when there is a change in the reported items. Chapter 3 General Meeting of Shareholder s Article 15 (Convocation time) An ordinary general meeting of shareholders of the Company shall be convened within three 3 months from the day following the last day of each fbusiness year, and an extraordinary general meeting of shareholders shall be co nvened whenever necessary. Article 16 (Convocation right holder) The general meeting of shareholders shall be convened by the president and Managing director, except as otherwise provided by law. 2 If the president and Managing director has an accident or trouble, another director shall convene. Article 17 (Notice of convocation) In order to convene a general meeting of shareholders, a notice of convocation shall be given to the shareholders entitled to exercise their voting rights at least seven 7days prior to the date of the meeting, except in cases where written or electronic voting is per mitted. 2 The notice of convocation set forth in the preceding paragraph shall not be required to be in writing, except in cases where written or electronic voting is permitted. Article 18 (Omission of convocation procedure) A meeting may be held without following the procedures for convening a meeting if all the shareholders entitled to exercise their voting rights consent, except in cases where a written or electronic vote is permitted. Article 19 ( Chairman ) The president and Managing director shall pre side as chairman of the general meeting of shareholders. 2 If the president and Managing director has an accident or trouble, the chairman shall be elected at the relevant general meeting of shareholders. Article 20 (Method of resolution) Unless otherwise provided by law or the articles of incorporation, ordinary resolutions of the general meeting of shareholders shall be adopted by a majority of the voting rights of the shareholders present at the meeting where the shareholders holding a majority of the v oting rights of the shareholders who are entitled to exercise their voting rights at the meeting are present. 2 Unless otherwise provided by law or the articles of incorporation, resolutions provided for in article 3O9, Paragraph 2 of the companies act sha ll be adopted by two - thirds or more of the voting rights of the shareholders present at the general meeting of shareholders where the shareholders holding a majority of the voting rights of the shareholders who are entitled to exercise their voting rights are present. Article 21 (Minutes of General Meeting of Shareholders) Minutes of the proceedings of the general meeting of shareholders shall be prepared, in which the matters prescribed by laws and regulations shall be entered or recorded, signed or aff ixed their names and seals, or electronically signed by the chairman and the directors present, and kept at the head office for 10 years from the date of the General Meeting of Shareholders. Chapter 4 Directors and Managing Director Article 22 (Number o f directors) The company shall have at least one director. Article 23 (Election and dismissal of directors) Directors of the Company shall be elected at a general meeting of shareholders by a resolution of a majority of the voting rights of the shareholde rs present at the meeting where shareholders holding one - third or more of the voting rights of shareholders who are entitled to exercise their voting rights are present. 2 The election set forth in the preceding paragraph shall not be made by cumulative vo ting. 3 A resolution for the dismissal of Directors shall be adopted at a General Meeting of Shareholders by two - thirds (2/3) or more of the voting rights of the shareholders present at the meeting where shareholders holding one - third (1/3) or more of the voting rights of shareholders who are entitled to exercise their voting rights are present. Article 24 (Qualification of directors) Directors of the Company shall be elected from among the shareholders of the Company. (Qualification of Directors) Article 24 Directors of the Company shall be elected from among the shareholders of the Company; provided, however, that, if necessary, they may be elected from among persons other than shareholders. Article 25 (Term of office of director) The term of office of directors shall expire at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within10 years after their election. 2 The term of office of a director elected to fill a vacancy or to incre ase the number of directors shall be the same as the remaining term of office of a predecessor or other incumbent director. Article 26 ( Managing Director and President) In case the Company has more than one director, one Managing director shall be elected by mutual election of the directors. 2 In case the Company has only one director, that director shall be the Managing director. 3 The Managing director shall be the president, who shall represent the company and shall execute the business of the company. Article 27 (Remuneration, etc. to Directors) Remuneration and retirement benefits for directors shall be determined by a resolution of a general meeting of shareholders. Chapter 5 Calculation Article 28 (Business year) The business year of the Company shall be an annual term commencing on January 1 of each year and ending on December 31 of the same year. Article 29 (Dividends of surplus) Dividends of surplus shall be paid to shareholders or registered share pledgees entered or recorded in the final register of shareholders of the of the last day of each business year. Article 30 (Dividend exclusion period) The Company shall be relieved of its obligation to pay any dividend of surplus if such dividend is not received within 3 years from the dat e on which the payment is provided. 2 The dividends set forth in the preceding paragraph shall bear no interest. Chapter 6 Supplementary Provisions Article 31 (Shares issued at the time of establishment) The number of shares to be issued at the time of establishment of the Company shall be 800 shares, and the amount to be paid in shall be 10,000 yen per share. Article 32 (Value of property invested at the time of establishment) The value of the property invested at the time of establishment of the co mpany shall be 8,000,000 yen. Article 33 (First business year) The first business year of the Company shall be from the date of establishment of the Company to the last day of December, 2018. Article 34 (Director at the time of establishment) The directo r at the time of establishment of the Company shall be as follows. Director at the time of establishment:Shunpei Nakasone Article 35 (Name and address of the founder, number of shares to be allotted and the amount to be paid in) The name and address of th e founder, the number of shares to be allotted to the founder and the amount to be paid in shall be as follows. 2 - 7 - 30 Osaki, Shinagawa - ku, Tokyo Hale Osaki 202 550 Shares Money 5,500,000yen Shunpei Nakasone 1 - 9 - 2 Kamimaezu, Naka - ku, Nagoya - shi, Aichi (R affle Seal Do 7702) 250 Shares Money 2,500,000 yen Yuki Endo Article 36 (Compliance with laws and regulations) All matters not stipulated in this articles of incorporation shall be governed by the companies act and other related laws and regulations. As mentioned above, for the purpose of establishment of SUN Co., Ltd Sotaro Ueda, an administrative scrivener, who is the agent for preparing the articles of incorporation for the founders, Shunpei Nakasone and Yuki Endo, has prepared these articles of incorporation as an electromagnetic record, and hereby affixes electronic signature thereto. July 10, 2018 Founder Shunpei Nakasone Founder Yuki Endo Sotaro Ueda, the agent for preparing the articles of incorporation of the above founder s Provision of Identical Information Date of provision: August 6, 2018 Notary public: 0 1 1 8 0 0 0 9 Hiroshi Yamamoto Legal Affairs Bureau: Tokyo Legal Affairs Bureau Notary public office: Gotanda notary public office 5 - 27 - 6 Higashi - gotanda, Shinagawa - ku, Tokyo Control number of the registry to be requested: 1 8 -- 0 1 1 8 0 0 0 9 0 2 0 0 1 6 2 7 Document type to be requested: Electromagnetic record authentication Requested date of certification: August 6, 2018 Processing notary public to be requested: 0 1 1 8 0 0 0 9 Hiroshi Yamamoto Legal Affairs Bureau: Tokyo Legal Affairs Bureau Notary public office: Gotanda notary public office 5 - 27 - 6 Higashigotanda, Shinagawa - ku, Tokyo Certification statement This certifi es that the information is identical to that recorded in the stored electromagnetic record.