Articles of Incorporation

Revised November 27, 2023

Valuence Holdings Inc.

Articles of Incorporation
CHAPTER I. GENERAL PROVISIONS(Trade Name)
Article 1. The trade name of the company (“the Company”) shall be バリュエンスホールデ
ィングス株式会社 (Baryuensu Horudeingusu Kabushikikaisha) in Japanese andValuence Holdings Inc. in English.
(Purposes)
Article 2. The purpose of the Company shall be to engage in supervision and managementof the business activities of the companies in question through the holding ofshares and/or equity in companies that conduct the following businesses andoverseas companies that conduct equivalent businesses.
1. Purchase and sale, rent, sublease, and related intermediary services related toprecious metals, bullion, watches, gems, antiques, art works, automobiles, andother personal property; auction market and online auction operations
2. Purchase and sale, rent, sublease, holding, management, and related
intermediary services related to real estate; auction market and online auction
operations
3. Real estate refurbishment and renovation business4. Consulting business related to real estate and asset management
5. Store planning and development business
6. Purchase and sale of alcoholic beverages
7. Management of restaurants
8. Management of nonlife insurance agency offices and business related tosolicitation of life insurance
9. Businesses and consulting related to the sports and entertainment industries
10. Operation of dance schools and rental studios
11. Training and management of athletes
12. Production, purchase and sale of flowers, fruits and vegetables, seeds, saplings,bulbs and other plants
13. Business and consulting business related to flowers, horticulture and landscaping
14. Maintenance, protection, and management of intellectual property rights(copyrights, patent rights, trademark rights, utility model rights, design rights, etc.)
15. Internet media business16. Internet advertising business
17. Planning, development, and sales of internet-related businesses and products

18. IT systems construction and consulting business19. Systems development and sales websites related to electronic commerce,systems planning, operations, management, production, sales, and consulting
20. Planning, development, production, sales, operation, and management ofblockchain-related systems
21. Investment and incubation of venture capital and start-up companies
22. Planning, production, sales, and consulting related to packaging, catalogs, flyers,
direct mail, posters, etc.
23. All business incidental to each of the above items(Head Office Location)
Article 3. The head office of the Company shall be located in Minato-ku, Tokyo.
(Corporate Organization)
Article 4. In addition to the general meeting of shareholders and directors, the Company
shall establish the following organizations.
(1) Board of directors(2) Audit and Supervisory Committee(3) Independent Auditor(Method of Public Notice)
Article 5. The method of public notice of the Company shall be via electronic public notice.
However, public notices will be published via the Nihon Keizai Shimbun in theevent that electronic publication is unavailable due to accidents or otherunavoidable circumstances.

CHAPTER II. SHARES(Total Number of Authorized Shares)
Article 6. The total number of authorized shares of the Company shall be 40 million shares.
(Number of Shares per Trading Unit)
Article 7. The number of shares per trading unit of the Company shall be 100 shares.
(Rights Related to Fractional Share Holdings)
Article 8. Shareholders of the Company may not exercise rights with respect to shares
owned of less than one trading unit other than as described below.

(1) Rights enumerated under each item of Article 189-2 of the Companies Act(2) Rights to make a request pursuant to the provisions of Article 166-1 of theCompanies Act(3) Rights to receive allotment of offered shares and allotment of offered stockacquisition rights according to the number of shares held by shareholders(4) Rights to demands as provided in the following article(Additional Purchases of Fractional Shares)
Article 9. As provided in rules related to Shares, Company shareholders may demand thesale of shares in a number resulting in a trading unit when combined with fractional
shares already held.
(Administrator of Shareholder Registry)
Article 10. The Company shall appoint a shareholder registry administrator.
2. The administrator of the shareholder registry and the place of handling the affairs
thereof shall be specified by a resolution of the board of directors.
3. Preparation and keeping of the Company's shareholder registry and/or registry ofstock acquisition rights, as well as other administrative tasks related to theshareholder registry and register of stock acquisition rights, shall be entrusted tothe administrator of the shareholder registry and shall not be performed by theCompany.
(Share Handling Regulations)
Article 11. In addition to relevant laws and regulations or these Articles, the handling ofshares and service fees related to shares of the Company shall be determined
pursuant to the Share Handling Regulations.

CHAPTER III. GENERAL MEETING OF SHAREHOLDERS(Convocation)
Article 12. The ordinary general meeting of shareholders of the Company shall be convened
within three months from the day following the final day of each business year.
Extraordinary general meetings of shareholders shall be convened as needed.
2. The general meeting of shareholders of the Company may be held without adesignated location.

(Record Date of Ordinary General Meeting of Shareholders)
Article 13. The record date for voting rights at the Company’s ordinary general meeting ofshareholders shall be August 31 of each year.
(Convener and Chairperson)
Article 14. Except as otherwise provided by laws and regulations, the president shallconvene and preside over the ordinary general meeting of shareholders.
2. In the event of an accident in the office of the president, other directors mayconvene the ordinary general meeting of shareholder and serve as chairperson inaccordance with the order determined beforehand.
(Measures for Electronic Provision, etc.)
Article 15. The Company shall, when convening a general meeting of shareholders, provide
information contained in the reference documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically, the Company shall not berequired to include all or part of the matters stipulated in the Ordinance of theMinistry of Justice in the paper copy to be sent to shareholders who haverequested it by the record date for voting rights.
(Resolutions)
Article 16. Excluding when otherwise provided for by laws, regulations and these Articles ofIncorporation, the resolutions of a shareholders meeting shall be passed by amajority of the voting rights of shareholders in attendance who are entitled toexercise voting rights.
2. Resolutions provided for in Article 309-2 of the Companies Act shall be adopted
by two-thirds or more of the votes of the shareholders present at a meeting, suchshareholders representing one-third or more of the voting rights of shareholdersin attendance who are entitled to exercise their voting rights.
(Exercise of Voting Rights by Proxy)
Article 17. Shareholders may exercise voting rights on behalf of one other shareholder whoholds voting rights of the company.
2. Shareholders or proxies must submit a document evidencing the authority ofproxy to the company at each general meeting of shareholders.

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS(Number of Directors)
Article 18. The Company shall have ten (10) or fewer directors (excluding directors who aremembers of the Audit and Supervisory Committee).
2. The Company shall have five (5) or fewer directors who are members of the Audit
and Supervisory Committee.
(Method of Director Appointment)
Article 19. Directors who are members of the Audit and Supervisory Committee and otherdirectors shall be elected separately and distinctly by the general meeting ofshareholder.
2. The election of company directors shall be undertaken by a majority of the voting
rights of shareholders in attendance representing one-third or more of the voting
rights of shareholders who are entitled to exercise voting rights.
3. Resolutions regarding the election of directors shall not be made by cumulativevoting.
(Term of Office for Directors)
Article 20. The term of office for directors shall expire at the close of the ordinary general
meeting of shareholders ending within one (1) year of the initial assumption ofoffice.
2. The term of office for directors who are members of the Audit and Supervisory
Committee shall expire at the close of the ordinary general meeting ofshareholders ending within two (2) years of the initial assumption of office.
3. The term of office for directors who are members of the Audit and SupervisoryCommittee elected to fill a vacancy (serve as substitute) created by a director
retiring prior to the expiration of his or her term shall be the full term of the retired
director in question.
4. The term of office for a director elected to fill a vacancy for a director who is amember of the Audit and Supervisory Committee shall expire at the close of theordinary general meeting of shareholder ending within two (2) years of the initialassumption of office.
(Representative Directors and Executive Directors)
Article 21. The board of directors shall appoint representative directors by board resolution.
2. By resolution of the board of directors, the board of directors shall consist of achairperson of the board of directors, one (1) president and a certain number ofvice presidents, senior managing directors, and managing directors.
(Convener and Chairperson of Board of Director Meetings)
Article 22. Except as otherwise provided by laws and regulations, the president shallconvene and preside over meetings of the board of directors.
2. In the event the president is unable to act, other directors may convene meetingsof the board of directors and serve as chairperson in accordance with the order
determined beforehand.
(Board of Director Meeting Convocation Notice)
Article 23. A convocation notice of a meeting of the board of directors shall be provided toeach director and member of the Audit and Supervisory Board three (3) days
prior to the meeting in question. Provided, however, that this notification period
may be shortened in the event of an emergency.
2. Board of director meetings may be held without the aforementioned convocation
procedures, subject to the consent of all directors.
(Delegation of Important Decisions Related to Business Execution)
Article 24. Pursuant to the provisions of Article 399-13(6) of the Companies Act, the board ofdirectors may delegate all or a portion of decisions regarding important operating
decisions (excluding matters listed in the items of Article 399-5 of the same act) toa director via board resolution.
(Omission of Resolutions of Board of Director Meetings)
Article 25. If the requirements of Article 370 of the Companies Act are satisfied, theCompany shall be deemed to have passed a resolution of the board of directors.
(Board of Director Regulations)
Article 26. Matters related to the board of directors shall be determined according to board ofdirector regulations as determined by the board of directors, in addition to laws
and regulations or these articles of incorporation.
(Board of Director Remuneration, Etc.)
Article 27. Director remuneration, bonuses, and other payment of material benefits by theCompany with respect to the execution of duties shall be as provided byresolution of the general meeting of shareholders, which addresses directors whoare members of the Audit and Supervisory Committee and other directors

separately and distinctly.
(Director Exemption From Liability)
Article 28. To the extent allowed by law under the provisions of Article 426-1 of theCompanies Act, the Company board of directors may resolve to limit directors
responsibility for the compensation of damages arising from negligence in theperformance of duties on the part of directors (including former directors).
2. The Company may execute agreements with members of the Audit andSupervisory Committee to limit member responsibility for the compensation ofdamages arising from member negligence in the performance of their duties, as
provided by Article 427-1 of the Companies Act. Provided, however, that thelimitations of responsibility based on the aforementioned agreements do not fall
below the amounts provided by law.

CHAPTER V. AUDIT AND SUPERVISORY COMMITTEE(Full-Time Members of the Audit and Supervisory Committee)
Article 29. Full-time members of the Audit and Supervisory Committee shall be elected byresolution of said committee.
(Audit and Supervisory Committee Meeting Convocation Notice)
Article 30. A convocation notice of a meeting of the Audit and Supervisory Committee shallbe provided to each member of the Audit and Supervisory Committee three (3)days prior to the meeting in question. Provided, however, that this notification
period may be shortened in the event of an emergency.
2. Meetings of the Audit and Supervisory Committee may be held without theaforementioned convocation procedures, subject to the consent of all membersof the Audit and Supervisory Committee.
(Audit and Supervisory Committee Rules)
Article 31. Audit and Supervisory Committee rules shall be adopted as provided by law, by
these articles of incorporation, and by rules determined by the Audit andSupervisory Committee.

CHAPTER VI. ACCOUNTING(Business Year)
Article 32. The business year of the Company shall commence each year on September 1and end the following year on August 31.
(Determining Body for Dividends From Surplus and Related Matters)
Article 33. The Company may, except as otherwise provided by laws and regulations,determine such matters as described in each item in Article 459-1 of theCompanies Act, including dividends from surplus, by a resolution of the board ofdirectors, instead of by a resolution of the general meeting of shareholders.
(Date of Record for Dividends From Surplus)
Article 34. The record date for Company dividends shall be August 31 of each year.
2. The record date for an interim Company dividend shall be the final day of
February each year.
3. In addition to the preceding two (2) paragraphs, the Company may distributedividends from surplus by determining a record date.
(Exclusion Period for Dividends)
Article 35. In cases in which dividends of property are made in the form of money and such
dividends have not been received after three full years from the date ofcommencement of payment, the Company shall be relieved of the obligation topay such dividends.

SUPPLEMENTARY PROVISIONS(Transitional Measures Related to Audit and Supervisory Committee Member Liability)
Article 1. To the extent allowed by law, the Company may, according to board of director
resolution, exempt Audit and Supervisory Committee members (including persons
who have been members) as prescribed in Article 423-1 of the Companies Act foractions conducted prior to the conclusion of the 8th Ordinary General Meeting ofShareholder.

This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original,
the original shall prevail. The Company assumes no responsibility for this translation or for
direct, indirect, or any other forms of damages arising from this translation.