| Chapter III: Special Purpose Company |
Section IV: Organization of the Special Purpose Company |
| Article 62 |
（Applicable scope of special purpose companies）The provisions of Chapter 5, Section 3 of the Company Act shall not apply to the SPC. |
| Article 63 |
（Negative qualifications of directors）The SPC shall have at least one (1) director and no more than three (3) directors. A person having any of the following shall not act as a director:
1. with any of the events set forth in Article 30 of the Company Act;
2. the Originator and its responsible person set forth in the asset securitization plan;
3. the Servicer responsible and its responsible person set forth in the asset securitization plan for managing and disposing of the Assets;
4. the Supervisory Institution and its responsible person set forth in the asset securitization plan;
5. the entrusted trust enterprise and its responsible person when the Assets set forth in the asset securitization plan are beneficial interests in trusts; or
6. having been dismissed by the competent authority from his/her duties. |
| Article 64 |
（Fiduciary duties of directors）The directors shall exercise the due care of a good administrator in conducting the business for SPC and shall have the duty of loyalty to the SPC.
When the directors, in conducting business, violate the laws and regulations, the Articles of Incorporation, the resolutions adopted at a shareholders' meeting, or the asset securitization plan, all directors taking part in the adoption of such resolutions shall be liable to compensate the SPC for such loss or damage; provided, that those directors whose disagreement appears on record or is expressed in writing shall be exempted from liability.
When the directors, in conducting business, violate laws and regulations, the Articles of Incorporation, and the asset securitization plan, or operate any business beyond its registered scope, the shareholders may request such directors to cease such act.
The remuneration of directors shall be expressly set forth in the Articles of Incorporation. |
| Article 65 |
（Chairman represents the company externally）The directors of the SPC shall represent the SPC externally. When there are several directors, one of them shall be designated, in the Articles of Incorporation, to represent the company externally.
Unless otherwise provided for in this Act, the powers and duties of the Board of Directors in the Company Act shall be exercised and performed by the directors of the SPC. When there are several directors, such powers and duties shall be exercised and performed with the resolution adopted by a majority of the directors.
Article 206, paragraph 2 of the Company Act shall apply mutatis mutandis to the resolution described in the preceding paragraph, and a journal shall be made.
Article 183 of the Company Act shall apply mutatis mutandis to the journal described in the preceding paragraph. |
| Article 66 |
（File suit）The shareholders may request in writing the supervisor of the company to institute an action against a director on behalf of the SPC.
In case the supervisor fails to institute an action within thirty (30) days after having received the request described in the preceding paragraph, the shareholders may institute an action on behalf of the company |
| Article 67 |
（Applicable scope of directors of special purpose companies）Article 192, paragraphs 1 and 2, Articles 193 to 201, Articles 203 to 212, Article 214, and Article 215 of the Company Act shall not apply to the directors of an SPC. |
| Article 68 |
（Appointment of supervisors）The SPC shall have at least one (1) supervisor and no more than three (3) supervisors. |
| Article 69 |
（Duties of supervisors for supervising the execution of affairs by directors）The Supervisors shall supervise the duties executed by the directors for the SPC with due diligence. |
| Article 70 |
（Notification for violation of laws by directors）When the directors, in conducting business, violate the laws and regulations, the Articles of Incorporation, and the asset securitization plan, or operate the business beyond its registered scope, the supervisors shall immediately inform such directors to cease such act. |
| Article 71 |
（Applicable scope of supervisors of special purpose companies）Article 216, paragraphs 1 and 2, Article 217, Article 217-1, Article 218-2, and Article 227 regarding Article 214 of the Company Act shall not apply to the supervisors of the SPC. |
| Article 72 |
（Regulations that apply mutatis mutandis to supervisors）Article 63, paragraph 2, Article 64, paragraph 4, and Article 66 of this Act shall apply mutatis mutandis to the supervisors, provided that the request to be made upon a supervisor pursuant to Article 66 shall be made upon the directors. |