Articles of Association

Article 1 (Name)

The name of this Corporation shall be the Japan Shenzhen Economic, Trade and Cultural Promotion Association (Ippan Shadan Hojin Nihon Shinsen Keibo Bunka Sokushinkai).

Article 2 (Principal Office)

The Corporation shall have its principal office in Toshima-ku, Tokyo.

Article 3 (Purpose)

The purpose of the Corporation is to promote economic, trade, cultural, educational and other exchange between Shenzhen and Japan. To achieve this purpose, the Corporation shall conduct the following activities:

1. Holding study sessions on Shenzhen for Japanese business leaders

2. Exchange programmes in Japan between major Shenzhen companies and Japanese companies

3. Hosting study tours to Shenzhen by delegations of Japanese companies organised by the Corporation

4. Supporting events in Japan organised by the Shenzhen Innovation and Entrepreneurship Association

5. Supporting and making the necessary arrangements for visits to Japan by Shenzhen government officials and corporate delegations

6. Identifying and connecting highly skilled talent for the development of Shenzhen and Japan

7. Other activities that benefit exchange between Shenzhen and Japan

8. Any other activities necessary to achieve the purpose of the Corporation

Article 4 (Public Notices)

Public notices of the Corporation shall be given by posting them in a place at the Corporation's principal office that is readily visible to the public.

Article 5 (Admission)

1. Persons who support the purpose of the Corporation and have been admitted to it shall be Members.

2. To become a Member, a person shall apply using the form prescribed by the Corporation and obtain the approval of the Representative Director.

Article 6 (Payment of Expenses)

1. Members shall be obliged to pay the expenses necessary to achieve the purpose of the Corporation.

2. Members shall pay the admission fee and membership fees separately determined by the General Meeting of Members.

Article 7 (Loss of Membership)

A Member shall lose membership status in any of the following cases:

(1) When the Member withdraws;

(2) When the Member becomes an adult ward or a person under curatorship;

(3) When the Member dies or is declared missing, or, in the case of a corporate Member, is dissolved;

(4) When the Member is in arrears with membership fees for one year or more;

(5) When the Member is expelled;

(6) When all Members consent.

Article 8 (Withdrawal)

A Member may withdraw at any time, provided that the Member gives the Corporation at least one month's prior notice.

Article 9 (Expulsion)

Where there is just cause for expulsion, such as when a Member of the Corporation damages the reputation of the Corporation, acts contrary to its purpose, or breaches the obligations of a Member, that Member may be expelled by a resolution of the General Meeting of Members as provided in Article 49, Paragraph 2 of the Act on General Incorporated Associations and General Incorporated Foundations.

Article 10 (Register of Members)

The Corporation shall prepare a register of Members stating the name or title and address of each Member.

Article 11 (General Meetings of Members)

General Meetings of Members of the Corporation shall consist of Ordinary General Meetings and Extraordinary General Meetings. The Ordinary General Meeting shall be held within three months after the end of each fiscal year, and Extraordinary General Meetings shall be held as necessary.

Article 12 (Venue)

General Meetings of Members shall be held at the location of the principal office; however, this shall not preclude holding a meeting elsewhere when unavoidable circumstances exist.

Article 13 (Convocation)

1. The convocation of a General Meeting of Members shall be decided by a majority of the Directors, and the meeting shall be convened by the Representative Director.

2. Notice of convocation of a General Meeting of Members shall be sent to each Member no later than five days before the date of the meeting.

Article 14 (Method of Resolution)

Except as otherwise provided by laws and regulations, resolutions of a General Meeting of Members shall be adopted by a majority of the voting rights of the Members present at a meeting attended by Members holding a majority of the voting rights of all Members.

Article 15 (Voting Rights)

Each Member shall have one vote.

Article 16 (Chair)

The Representative Director shall chair General Meetings of Members. If the Representative Director is unable to act, a chair shall be elected at that General Meeting of Members.

Article 17 (Minutes)

Minutes of the proceedings of General Meetings of Members shall be prepared as prescribed by laws and regulations and kept at the principal office for ten years from the date of the meeting.

Article 18 (Officers and Number of Officers)

The Corporation shall have one or more Directors.

Article 19 (Election)

Directors shall be elected from among the Members by resolution of the General Meeting of Members; however, this shall not preclude electing persons other than Members when necessary.

Article 20 (Term of Office)

1. The term of office of a Director shall expire at the close of the Ordinary General Meeting of Members for the last fiscal year ending within two years after their election. Directors may be re-elected.

2. The term of office of a Director elected to fill a vacancy or as an additional Director shall expire when the remaining term of their predecessor or of the other Directors expires.

3. If the number of Directors falls below the required number as a result of resignation or expiry of term, the departing Director shall continue to have the rights and obligations of a Director until a newly elected Director assumes office.

Article 21 (Selection and Authority of the Representative Director)

1. The Corporation shall have one Representative Director, who shall be selected by mutual election among the Directors.

2. The Representative Director shall represent the Corporation and oversee its business.

Article 22 (Remuneration of Officers)

Remuneration, bonuses and other financial benefits received by Officers from the Corporation as consideration for the execution of their duties shall be determined by resolution of the General Meeting of Members.

Article 23 (Restrictions on Transactions)

When a Director intends to engage in any of the following transactions, the Director shall disclose the material facts concerning the transaction at a General Meeting of Members and obtain its approval:

(1) A transaction within the Corporation's line of business, on the Director's own behalf or on behalf of a third party;

(2) A transaction with the Corporation, on the Director's own behalf or on behalf of a third party;

(3) The Corporation guaranteeing the debts of the Director, or any other transaction with a person other than the Director in which the interests of the Corporation and the Director conflict.

Article 24 (Partial Exemption from Liability)

Pursuant to Article 113 of the Act on General Incorporated Associations and General Incorporated Foundations, the Corporation may, by resolution of the General Meeting of Members, exempt a Director from liability for acts under Article 111, Paragraph 1 of that Act to the extent permitted by laws and regulations.

Article 25 (Contribution of Funds)

The Corporation may request Members or third parties to contribute funds as provided in Article 131 of the Act on General Incorporated Associations and General Incorporated Foundations.

Article 26 (Solicitation of Funds)

Procedures for the solicitation, allotment and payment of funds shall be determined by a majority vote of the Directors.

Article 27 (Rights of Fund Contributors)

Contributed funds shall not be returned before the date agreed upon with the contributor.

Article 28 (Procedure for Return of Funds)

Funds shall be returned to contributors in accordance with the decision of the Directors, after the total amount of funds to be returned has been approved by resolution of the Ordinary General Meeting of Members.

Article 29 (Fiscal Year)

The fiscal year of the Corporation shall run from 1 January to 31 December each year.

Article 30 (Business Plan and Budget)

1. The business plan and income and expenditure budget of the Corporation shall be prepared by the Representative Director by the day before the start of each fiscal year and approved at the next General Meeting of Members. The same shall apply to any changes thereto.

2. Notwithstanding the preceding paragraph, if the budget is not adopted for unavoidable reasons, the Representative Director may, based on a resolution of the General Meeting of Members, receive income and make expenditures in accordance with the previous year's budget until the budget is adopted.

3. Income and expenditure under the preceding paragraph shall be deemed income and expenditure under the newly adopted budget.

Article 31 (Surplus and Residual Assets)

1. Surplus in each fiscal year of the Corporation shall not be distributed to Members.

2. Residual assets held by the Corporation upon liquidation due to dissolution or otherwise shall, by resolution of the General Meeting of Members, be donated to another public-interest corporation with purposes similar to those of the Corporation, or to the national or a local government.

Article 32 (First Fiscal Year)

The first fiscal year of the Corporation shall run from the date of its incorporation to 31 December 2018 (Heisei 30).

Article 33 (Directors and Representative Director at Incorporation)

The Directors and Representative Director of the Corporation at the time of incorporation are as follows:

Director at incorporation: Jiang Feng

Director at incorporation: Zhang Shuming

Director at incorporation: Diao Xu

Director at incorporation: Weng Daokui

Director at incorporation: Chen Jianzhong

Representative Director at incorporation: Jiang Feng

Article 34 (Names and Addresses of Members at Incorporation)

The names and addresses of the Members at the time of incorporation are as follows:

2-45-2-2203 Minami-Ikebukuro, Toshima-ku, Tokyo: Jiang Feng

ShineWing Building 3F, 6-8-1 Shinbashi, Minato-ku, Tokyo: Weng Daokui

Article 35 (Governing Laws)

Any matters not provided for in these Articles shall be governed by the Act on General Incorporated Associations and General Incorporated Foundations and other applicable laws and regulations.