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The Articles of Incorporation

Articles of Incorporation of One Asia Foundation

Chapter I General Provisions

(Vision)

Article 1
This Foundation aims to contribute to the establishment of an Asian Community in the future. To this purpose, the Foundation carries out or supports various activities which will form a common sense of values among Asian people through economic, educational, cultural exchanges as well as citizens’ good-will meetings to deepen their mutual understanding. Members of the Foundation shall abide by the following three principles of action:
  1. (1) All people and nations are welcome to participate;
  2. (2) Complete freedom of thought; and
  3. (3) No involvement in politics.

(Name)

Article 2
This Foundation, which is a general incorporated foundation, shall be called
“One Asia Foundation.”

(Office)

Article 3
This Foundation shall have its principal office in Arakawa-ku, Tokyo.

(Purpose)

Article 4
This Foundation aims to contribute to the establishment of an Asian Community in the future. To this purpose, the Foundation carries out or supports various activities which will form a common sense of values among Asian people through economic, educational, cultural exchanges as well as citizens’ good-will meetings to deepen their mutual understanding.

(Business)

Article 5
This Foundation shall operate the following businesses in order to achieve the purpose set forth in the preceding Article:
  1. (1) To financially support various countries’ organizations and groups which share the Foundation’s goal of contributing to the formation of an Asian Community in the future;
  2. (2) To financially support colleges and universities, including their teaching staff, in Asian countries for the project of establishing a department, a course of study or a subject relating to the formation of an Asian Community in the future;
  3. (3) To financially support institutions and scholars specialized in research work concerning taxation, financial or monetary systems, or in any other fields, which will be useful for the formation of an Asian Community in the future;
  4. (4) To establish a scholarship for students who are enrolled in the college departments, study courses and subjects mentioned in the preceding item (2) of this Article;
  5. (5) To financially support academic, cultural and sports exchanges in order to promote the formation of an Asian Community in the future; and
  6. (6) To carry out any other projects necessary to achieve the aim of the Foundation.

(Means of Public Notice)

Article 6
Public notice of this Foundation shall be given by a notice posted on a bulletin board of the Foundation’s principal office.

Chapter II Assets and Accounting

(Basic Assets)

Article 7
1. The assets listed in the appendix 1 shall be the basic assets of the Foundation, which is indispensable for conducting its businesses.
2. The basic assets shall be taken care of with the care of a good manager, and when part of the basic assets is going to be disposed of, or to be excluded from said assets, the decision must be made by a two-thirds majority of the total (incumbent) members of the Board of Directors, and be approved by a resolution of the Board of Councilors pursuant to the provisions of Article 41, Paragraph 2 of the Articles of Incorporation.

(Exercise of Voting Rights as a Shareholder)

Article 8
This Foundation’s right as a holder of shares which are included in its basic assets, shall be exercised by a resolution made by a two-thirds majority of the total (incumbent) members of the Board of Directors.

(Business Year)

Article 9
The business year of this Foundation shall be from April 1 to March 31 of the following year.

(Business Plan and Budget)

Article 10.
The chief director of this Foundation shall prepare a written business plan and a written budget for revenue and expenditure for each business year not later than the day preceding the commencement of the applicable business year. The two plans must be adopted by a two-thirds majority of the total (incumbent) members of the Board of Directors and be approved by the Board of Councilors. The same procedure shall apply when these plans are to be changed during the business year.

(Business Reporting and Account Settlement)

Article 11.
1. The chief director shall prepare the following documents within three months after the end of each business year:
  1. (1) Business report;
  2. (2) Extra documents attached to the business report;
  3. (3) Balance sheet;
  4. (4) Profit and loss statement (statement of changes in net worth); and
  5. (5) Documents attached to items (3) and (5).

After being audited by auditors, these documents must be adopted by a two-thirds majority of the total (incumbent) members of the Board of Directors. Then the chief director shall present them at the regular meeting of the Board of Councilors, where contents of the documents set forth in items (1) and (2) shall be explained and the documents set forth in items (3) to (5) must be approved by the meeting.
2. The balance sheet must be notified publicly immediately after closing of regular meeting of the Board of Councilors.

(Borrowings)

Article 12.
When this Foundation is going to receive a loan (excluding temporary borrowing which will be repaid with current year’s income), such a proposal must be approved by a two-thirds majority of the total (incumbent) members of the Board of Directors, and be approved by a resolution of the Board of Councilors pursuant to the provision of Article 41, paragraph 2 of these Articles of Incorporation.

(Limitation on Surplus Distribution)

Article 13.
Surplus money of this Foundation shall not be distributed among its founders and others.

Chapter III Officers

(Type and Number of Officers)

Article 14.
1. This Foundation shall have the following officers:
  1. Director …… six or more to ten persons; and
  2. Auditor …… three persons.
2. Two of the directors shall be designated as representative director, and another as executive director. They are elected as such by a resolution of the Board of Directors as is prescribed in the provisions of Article 91, Paragraph 1 of the Act on General Incorporated Associations and General Incorporated Foundations (Law Number 48, 2006, hereinafter referred to as the Act on General Foundations) as applied mutatis mutandis pursuant to Article 197 of the same Act.
3. One of the representative directors shall be called the chief director and the other shall be called the managing director.

(Election of Officers)

Article 15.
1. Directors and auditors shall be elected by a resolution of the Board of Councilors
2. When a matter for the election of auditors is proposed to the Board of Councilors, the approval of the majority of concerned auditors must be obtained beforehand.
3. The representative director shall be elected by a resolution of the Board of Directors from its members.
4. The chief director and the managing director shall be elected by a resolution of the Board of Directors from its members.

(Qualification for Officers, and Restriction Applicable to Kinship Group)

Article 16
1. With respect to each director, the total number of said director and his/her relatives or persons having special relationships who are also directors shall not exceed one-third of the total incumbent number of directors.
2. A person who is “his/her relative or having special relationships” in the preceding paragraph means anyone falling under the following categories:
  1. (1) A person who has a kinship relation with said director;
  2. (2) A person who is in a de facto (meaning not officially registered) marital relationship with said director, or with said director’s relatives;
  3. (3) An employee or any other person who receives a monetary or other form of payment (even if not being employed) to make a living from said director, or from said director’s relatives;
  4. (4) One of relatives of the person listed in the preceding item (2) or item (3) and who is living together with said person; and
  5. (5) Any of the officers who are prescribed as such in Article 2, Section 15 of the Corporation Tax Act of Japan (referred to as “company official” in the following paragraph (a)) or employees of the following corporations,
    (a) Any other corporation in which said director or his/her relative is serving as a company official, or
    (b) Any other corporation that falls under the category of “family company” in relation to any of (i) said director, (ii) said director’s relative, and (iii) a person listed in the preceding items (2) to (4); here “family company” means a company specified by Cabinet Order prescribed in Article 2, Item (10) of the Corporation Tax Act.
3. Auditors of this Foundation shall not include anyone that is a relative of, or has a special relationships with, directors, councilors, or their relatives, or any staff member of the Foundation. The words “relative” and “special relationships” in this paragraph have the same meaning as in the preceding paragraph. With respect to councilor's relatives and so on, the word “director” in the preceding paragraph shall be replaced with “councilor”.
4. Auditors of this Foundation shall not be relatives with each other, nor shall they have special relationships with each other. The words “relatives” or “special relationships” in this paragraph have the same meaning as in the previous paragraph 2 with the word “director” being replaced with “auditor”.
5. A person who is prescribed in Article 65, paragraph 1 of the Act on General Foundations may not become a director or an auditor of this Foundation.

(Removal)

Article 17.
When an officer has engaged in conduct unbecoming an officer, or he/she is found incapable to perform duties due to a mental or physical disorder, or when he falls under the category of Article 176, paragraph 1 of the Act on General Foundations, said officer may be dismissed by a resolution of the Board of Councilors pursuant to Article 41, paragraph 2 of these Articles of Incorporation.

(Term of office)

Article 18
1. Members of the Board of Directors shall be elected up to the day of the conclusion of the regular meeting of the Board of Councilors for the last business year ending within two years from the time of their election.
2. Auditors shall be elected up to the day of the conclusion of the regular meeting of the Board of Councilors for the last business year ending within four years from the time of their election.
3. Notwithstanding the provisions of the preceding two paragraphs, the term of office of a director or an auditor, who is elected as the substitute for a director or an auditor who retired from office before the expiration of the term of office shall continue until the time the term of office of the director or the auditor who retired from office expires.
4. Directors and auditors may be reelected.

(Vacancy of Office)

Article 19
1. When a post of director or auditor falls vacant, former director or auditor who has retired from office due to the expiration of the term of office or resignation shall continue to hold the rights and duties of a director or an auditor until a newly elected director or auditor takes office.
2. When the post of the chief director is vacant, the former chief director who has retired from office due to the expiration of the term of office or resignation shall continue to hold the rights and duties of the chief director until a newly elected chief director takes office.

(Duties and Remuneration)

Article 20
1. Directors and auditors shall perform the duties prescribed in the Act on General Foundations as well as the duties specifically assigned to the following offices:
Chief director To represent this Foundation and supervise the business of the Foundation;
Managing director To assist the chief director, deal with ordinary business and perform duties on behalf of the chief director in his absence.
2. Directors and auditors shall serve without compensation.

Chapter IV Advisors

(Possible adviser)

Article 21.
A person who falls under any of the following (1) to (3) categories and who understands the purpose of the Foundation and cooperates in its activities may become an adviser of this Foundation with the approval of the Board of Directors:
  1. (1) Ambassador or any other person who has a similar type of job experience;
  2. (2) Statesman; or
  3. (3) Academic expert.

(Term of advisor)

Article 22
1. Advisers shall be elected up to two years.
2. Advisers may be reelected.

(Adviser’s Remuneration)

Article 23
Advisers shall serve without compensation.

Chapter V Councilors

(Number of councilors)

Article 24
This foundation shall have six or more to ten councilors.

(Qualification and Remuneration)

Article 25
1. With respect to each councilor, the total number of said councilor and his/her relatives or persons having special relationships who are also councilor shall not exceed one-third of the total incumbent number of councilors. The definitions of “relatives” and “having special relationships” are the same with ones given in Article 16, paragraph 2 of these Articles of Incorporation, with the word “director” being replaced with “councilor”.
2. Councilors shall service without compensation.

(Election and Removal)

Article 26
1. Councilors shall be elected or removed by the Councilor Selection Committee.
2. The Councilor Selection Committee shall consist of five members including one councilor, one auditor, one member of the secretariat and two external members selected pursuant to the provisions of the following paragraph.
3. External members of the Councilor Selection Committee shall be appointed by the Board of Directors from among those who do not fall under any of thefollowing categories:
  1. (1) A person who is performing the business of this Foundation or of its related organizations (including its major business clients and/or materially interested parties), or who is an employee of such organizations;
  2. (2) A person who once fell under the category prescribed in the preceding item;
  3. (3) A person who is the spouse, or one of relatives within the third degree of kinship, or an employee (including one who was an employee in the past) of any of the persons listed in items (1) or (2).
4. Candidates for councilors may be recommended to the Councilor Selection Committee by the Board of Directors or by the Board of Councilors respectively.
5. In recommending a candidate for councilor, the recommending Board must inform the Councilor Selection Committee about the following matters as well as the reasons why said candidate is thought suitable for the post:
  1. (1) Said candidate’s personal history;
  2. (2) Reasons why said candidate is recommended;
  3. (3) Said candidate’s relationships with this Foundation and its officers (including directors, auditors and councilors); and
  4. (4) Said candidate’s concurrent holding of position(s).
6. Resolution of the Councilor Selection Committee shall be made by a majority vote with more than half of the committee members present. Such a resolution further requires at least one external Committee member’s presence at the meeting and at least one approving vote from external members of the Committee.

(Term of Councilor)

Article 27
1. Councilors shall be elected up to the day of the conclusion of the regular meeting of the Board of Councilors for the last business year ending within four years from the time of their election. However, they may be reelected.
2. Notwithstanding the provisions of the preceding paragraph, the term of a councilor, who is elected as the substitute for a councilor who retired from office before the expiration of the term of office shall continue until the time the term of office of said councilor who retired from office expires.

(Vacancy of office)

Article 28
When a post of councilor falls vacant, former councilor who has retired from office due to expiration of the term of office or resignation shall continue to hold the rights and duties of a councilor until a newly elected councilor takes office.

Chapter VI Meeting

(Type of meeting)

Article 29
This Foundation shall organize the following meetings:
  1. (1) Meeting of the Board of Directors; and
  2. (2) Meeting of the Board of Councilors.

(Composition of the meeting of the Board of Directors)

Article 30
Meeting of the Board of Directors shall be formed by all directors.

(Power)

Article 31
Meeting of the Board of Directors shall resolve such matters as are prescribed in the Act on General Foundations and in these Articles of Incorporation as well as other important matters related to the business of this Foundation (excluding matters to be resolved at a meeting of the Board of Councilors).

(Convocation of meetings)

Article 32
1. Meetings of the Board of Directors shall be convened by the chief director.
2. In convening a meeting of the Board of Directors, the chief director shall send a notice of meeting in writing to each director and each auditor at least five days prior to the date of such a meeting, indicating the agenda, date and time, venue and other necessary matters.
3. Notwithstanding the provision of the preceding paragraph, with the consent of all the directors and auditors a meeting of the Board of Directors may be convened without the procedure for convening the meeting.

(Chairman)

Article 33
The chief director shall act as chairman of meetings of the Board of Directors.

(Method of Adopting Resolutions)

Article 34
1. Resolutions of meetings of the Board of Directors shall be adopted by a majority of total (incumbent) directors at a meeting at which a majority of directors, who are entitled to vote, is present. However, directors who have special interests with any matter to be acted upon shall not be entitled to participate in the vote on such matter.
2. Notwithstanding the provisions of the preceding paragraph, resolutions on the following matters shall be made by a majority of two-thirds or more of the votes of total (incumbent) directors who are entitled to vote:
  1. (1) The appropriation of and acceptance of assignment of important assets (including the basic assets);
  2. (2) Borrowings (excluding short-term debt to be repaid with income in the same business year), assuming of new obligations, or waiver of rights; and
  3. (3) Total or partial transfer of business;
  4. (4) Important matters related to any business other than the business for public interest purposes.

(Omission of Resolution)

Article 35
In cases where the chief director submit a proposal with respect to any matter that is the purpose of a resolution of a meeting of the Board of Directors, if all directors manifest their intention to agree to such proposal in writing, it shall be deemed that a resolution to approve such proposal at a meeting of the Board of Directors has been made. However, this does not apply where any auditor objects to such proposal.

(Minutes)

Article 36
1. The summary of proceedings at each meeting of the Board of Directors shall be recorded in the minutes pursuant to provisions of Article 95 of the Act on General Foundations as applied mutatis mutandis pursuant to Article 197 of said Act.
2. The minutes shall bear the signatures or the names and seal impressions of the representative director and auditors who attend the meeting.

(Composition of the Board of Councilors)

Article 37
Meeting of the Board of Councilors shall be formed by all councilors.

(Power)

Article 38
Meeting of the Board of Councilors shall resolve only the matters prescribed in the Act on General Foundations and those separately prescribed in these Articles of Incorporation.

(Convocation of Meeting)

Article 39
1. Regular meeting of the Board of Councilors shall be convened within three months from the last day of every business year, and extraordinary meetings of the Board of Councilors shall be convened from time to time as-needed basis.
2. Meetings of the Board of Councilors shall be convened by the chief director based on a resolution of the Board of Directors.
3. In convening meetings of the Board of Councilors, the Board of Directors must resolve the following matters:
  1. (1) Date and venue of the meeting;
  2. (2) The subject matters of the meeting; and
  3. (3) Any other matters prescribed by the applicable Ordinance of the Ministry of Justice.
4. The chief director shall send a notice of meeting in writing to each councilor five days prior to the date of such meeting, indicating matters prescribed in the preceding paragraph.

(Chairman)

Article 40
The chief director shall act as chairman of meetings of the Board of Councilors.

(Method of Adopting Resolutions)

Article 41
1. Resolutions of meetings of the Board of Councilors shall be adopted by a majority of total (incumbent) councilors at a meeting at which a majority of councilors, who are entitled to vote, is present.
2. Notwithstanding the provisions of the preceding paragraph, resolutions on the following matters shall be made by a majority of two-thirds or more of the total (incumbent) councilors who are entitled to vote:
  1. (1) Dismissal of auditor;
  2. (2) Partial exemption from liability of officers prescribed in Article 113 of the Act on General Foundations as applied mutatis mutandis pursuant to Article 198 of said Act;
  3. (3) Amendment in the Articles of Incorporation;
  4. (4) Total or partial transfer of business;
  5. (5) Dissolution or continuance of business;
  6. (6) Approval of merger agreement.
  7. (7) Important matters related to any business other than the business for public interest purposes.
3. The councilor who has special interests with matters in the preceding paragraph 2 shall not be entitled to participate in the vote on the matter.

(Omission of Resolution)

Article 42
In case where the chief director submit a proposal with respect to any matter that is the purpose of a resolution of a meeting of the Board of Councilors, if all councilors manifest their intention to agree to such proposal in writing, it shall be deemed that a resolution to approve such proposal at a meeting of the Board of Councilors has been made.

(Minutes)

Article 43
The summary of proceedings at each meeting of the Board of Councilors shall be recorded in the minutes pursuant to the provisions of Article 193 of the Act on General Foundations.

Chapter VII Amendment of the Articles of Incorporation and Dissolution

(Amendment of the Articles of Incorporation)

Article 44
1. When the Foundation intends to change these Articles of Incorporation, it shall be made by a resolution prescribed in Article 41, paragraph 2 of these Articles of Incorporation.
2. Notwithstanding the provisions of Article 200, paragraph 1 of the Act on General Foundations, provisions on the Purpose of these Articles of Incorporation, and those on Election and Dismissal of the Councilors of the Foundation may be amended by applying the provisions of the preceding paragraph.

(Dissolution)

Article 45
This Foundation shall be dissolved based on the following grounds:
  1. (1) When dissolution is resolved by a majority of two-thirds or more of the votes of total (incumbent) councilors who are entitled to vote at a meeting of the Board of Councilors;
  2. (2) The impossibility of achieving the Foundation’s purpose of business due to loss or damage in the basic assets, or due to other reasons;
  3. (3) In the case of merger (only when the Foundation ceases to exist due to such merger);
  4. (4) When the Foundation receives an order of commencement of bankruptcy proceedings; and
  5. (5) When a dissolution order is issued by a court.

(Vesting of Residual Assets)

Article 46
In case of liquidating, the remaining assets of this Foundation shall be attributed to any other public interest incorporated associations or public interest incorporated foundations having similar business purpose upon a resolution of the Board of Councilors.

Chapter VIII Member

(Type of Members)

Article 47
This Foundation may have the following two types of members:
  1. (1) Regular member; a person who becomes a member concurring with the purpose of the Foundation; and
  2. (2) Supporting member; a group or an organization which becomes a member concurring with the purpose of the Foundation and wanting to support its activities.

(Entrance and Withdrawal)

Article 48
1. No requirement is set for membership.
2. An applicant for membership shall apply for admission to the chief director using an application form as provided for separately by the chief director.
3. When such application is submitted the chief director shall grant admission unless there is any justifiable reason to refuse.
4. If the chief director does not approve the application set forth in the above paragraph 2, he shall immediately notify the applicant in writing with the reason attached.

(Entrance Fee and Membership Fee)

Article 49
Members shall have obligation to pay entrance fee and membership fee as provided for separately by the Board of Directors.

(Disqualification of Membership)

Article 50
A member shall be disqualified if any of the following items applies:
  1. (1) When he/she submits written notice of intent to withdraw;
  2. (2) When he/she dies, or missing person’s report is filed, or when an organization which is a supporting member has ceased to exist;
  3. (3) When he/she has failed to pay membership fee for two or more consecutive years; and
  4. (4) When he/she has been expelled.

(Withdrawal)

Article 51
A member may voluntarily withdraw from this Foundation by submitting notice of withdrawal as provided for separately by the chief director.

(Expulsion)

Article 52.
1. This Foundation may remove any member from its membership by a resolution of the Board of Directors if any of the following items applies:
  1. (1) When he/she acts in violation of these Articles of Incorporation; and
  2. (2) When he/she damages the Foundation’s reputation, or acts against the purpose of the Foundation,
2. In case a member is going to be removed pursuant to the provisions of the preceding paragraph, said member shall be granted the opportunity of explanation before such resolution is adopted.

(No Reimbursement)

Article 53
Contributions paid by members (including entrance fee and membership fee) shall not be reimbursed.

Chapter IX Secretariat

(Staffs)

Article 54
1. The Foundation shall establish the secretariat for the purpose of dealing with the office work of the Foundation. (Purpose, Etc.)
2. The secretariat shall have a secretary-general and necessary staffs.

(Appointment and Dismissal of Staffs)

Article 55
The appointment and dismissal of staffs shall be made by the chief director.

(Organization and Operation)

Article 56
Necessary matters concerning the organization and operation of the secretariat shall be separately prescribed by the chief director following a resolution of the Board of Directors.

Chapter X Miscellaneous Provisions

(Delegation)

Article 57
Necessary matters concerning the enforcement of these Articles of Incorporation shall be prescribed by the chief director following a resolution of the Board of Directors.

Supplementary Provisions

1. The name and address of the founder of this Foundation, and assets and their value to be contributed by him shall be as follows:

(Name and Address of the Founder)
4-15-9 Higashi-Mizumoto, Katsushika-ku, Tokyo Yoji Sato
Assets and their value to be contributed Money 10 million Yen

2. The names of councilors, directors, representative director and auditors at incorporation of this Foundation shall be as follows:

Councilors at incorporation:

Kazuo Yokoyama
Kohei Sato
Masataka Taniguchi
Yoshiharu Yuki
Tadashi Takiguchi
Noriaki Ushijima

Directors at incorporation:

Yoji Sato
Sentaro Suga
Yoshio Ozawa
Yoshiyuki Kunisawa
Etsushi Kawanabe
Motoyuki Nakajima

Representative directors at incorporation:

4-15-9 Higashi-Mizumoto, Katsushika-ku, Tokyo
Yoji Sato

Auditors at incorporation:

Takashi Hongo
Tamaki Kondo
Hiroshi Sueki

3. The first business year of this Foundation shall be from the day of its incorporation to 31 March 2010.

4. Any matters not prescribed in these Articles of Incorporation shall be as provided for by the Act on General Foundations and other laws and regulations.

Incorporated on 21 December 2009
Partially amended on 25 March 2010 (appendix No.1)
Partially amended on 1 June 2010 (added, Article 8)
Partially amended on 29 March 2011 (added, Article 5 (5) )
Partially amended on 15 June 2012 (appendix No.1)
Partially amended on 10 September 2012 (appendix No.1)
Partially amended on 1 February 2013 (deleted, Article 5(3))
Partially amended on 23April 2013 (added, Article 34 (3) and41(7))
Partially amended on 23April 2013 ( Revised Article14,15 and 36)
Partially amended on 18 February 2014(appendix No.1)
Partially amended on 22 April 2014(appendix No.1)
Partially amended on 18 January 2016 ( Revised Article 22)

I affirm the above to be true Articles of Incorporation of this Foundation.

18, January 2016

2-22-1-405 Nishi-Nippori, Arakawa-ku Tokyo
One Asia Foundation
Representative director Yoji Sato

Appendix No. 1

Basic Assets (assets prescribed in the provisions of Article 7 of the Articles of Incorporation)

Type of assets Places, Amounts etc.
Money 1 million Yen
Negotiable securities
(shares of stock)
(Trade name) Dynam Japan Holdings Co., Ltd
(Chief Office) 2-25-1-702 Nishi-Nippori, Arakawa-ku, Tokyo
(Number of shares) 80,000,000 shares
Negotiable securities
(government bond)
#9 Japan Government Bond(30Years)
Issue day January 30 2003
Maturity February 20 2032

Principal Amount JPY948,000,000
Face Amount JPY953,071,800

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