Article 1In this Cabinet Office Order, the meanings of the terms listed in the following items are as prescribed respectively in those items:

Article 1-2The matters specified by Cabinet Office Order, referred to in Article 2-3, item (iii) of the Order, are the following matters:

Article 2(1)The conditions specified by Cabinet Office Order, referred to in Article 2-12 of the Order, are that a restriction to prohibit the transfer of the securities has been imposed.

(2)The matter specified by Cabinet Office Order cited in Article 2-12 of the Order refers to the following companies:

(3)The information specified by Cabinet Office Order, referred to in Article 2-12-3, item (vi), (c) of the Order, is the information listed in the following:

(4)The public offering or secondary distribution of securities of which the total issue value or total distribution value is less than 100 million yen and which are specified by Cabinet Office Order, referred to in Article 4, paragraph (1), item (v) of the Act, is public offerings or secondary distributions of securities other than those listed in the following items:

Article 2-2Any foreign company that issues securities for which the solicitation for newly issued securities, etc. (meaning solicitation for newly issued securities, etc. as prescribed in Article 4, paragraph (2) of the Act; the same applies hereinafter) falls under the category of solicitation only for qualified institutional investors (meaning solicitation only for qualified institutional investors as prescribed in Article 23-13, paragraph (1) of the Act; the same applies hereinafter) (such securities are referred to as the "securities for qualified institutional investors" in the following Article) must specify a person who has an address in Japan and who has the authority to represent the relevant foreign company for acts concerning the transfer of the relevant securities (such a person is referred to as the "agent of the issuer" in that Article).

Article 2-3If an issuer or an agent of the issuer of the securities for qualified institutional investors has learned that the securities have been transferred in violation of Article 4, paragraph (2) of the Act, the issuer or the agent must notify the Director-General of the Kanto Local Finance Bureau to that effect without delay.

Article 2-4The requirements specified by Cabinet Office Order, referred to in Article 4, paragraph (2) of the Act, are falling under cases listed in the following items:

Article 2-5The securities specified by Cabinet Office Order, referred to in Article 2-12-4, paragraph (1) of the Order, are specified Listed securities (meaning specified listed securities prescribed in Article 2, paragraph (33) of the Act; the same applies hereinafter) and specified over-the-counter traded securities (meaning specified over-the-counter traded securities prescribed in Article 2-12-4, paragraph (3), item (ii) of the Order; the same applies hereinafter).

Article 2-6(1)When an issuer of securities as prescribed in Article 2-12-4, paragraph (1) of the Order intends to obtain the approval referred to in that paragraph, the issuer must attach the following documents to a written application for approval and must submit them to the director-general of the local finance bureau, etc.:

(2)The number of holders referred to in Article 2-12-4, paragraph (1) of the Order is a number calculated pursuant to the following items according to the category of securities listed in the respective items:

(3)When documents listed in the items of paragraph (1) have not been written in Japanese or English, Japanese or English translations thereof must be attached.

Article 2-7(1)The cases specified by Cabinet Office Order, referred to in Article 4, paragraph (3) of the Act, are the cases which fall under any of those set forth in the following items:

(2)When a specified officer and the controlled corporation, etc. jointly hold shares or equity pertaining to voting rights exceeding 50 percent of the voting rights held by all the shareholders, etc. of another corporation, etc. (meaning a corporation or other organization; the same applies hereinafter in this Article), that other corporation, etc. is deemed to be a controlled corporation, etc. of the specified officer and the provisions of item (i) of the preceding paragraph and this paragraph apply thereto.

(3)The "controlled corporation, etc." term used in paragraph (1), item (i) and the preceding paragraph represents: when a specified officer holds shares or equity pertaining to voting rights exceeding 50 percent of the voting rights held by all the shareholders, etc. of that other corporation, etc. under its own name or another person's name, that other corporation, etc.

(4)Voting rights under items (i) and (ii) of paragraph (1) (excluding the voting rights held by all the shareholders, etc.) are to include voting rights pertaining to shares or equity interest that may not be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Corporate Bond Transfer Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (1) of the Corporate Bond Transfer Act), and voting rights under the preceding two paragraphs (excluding the voting rights held by all the shareholders, etc.) are to include voting rights pertaining to shares or equity interest that may not be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Corporate Bond Transfer, Act (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the part pertaining to item (ii)) of the Corporate Bond Transfer Act).

Article 2-8The securities specified by Cabinet Office Order, referred to in Article 4, paragraph (3), item (iii) of the Act, are securities for which the matters prescribed in the items of Article 10-2, paragraph (1) of the Order on Definitions according to the category of securities listed in the respective items are the same as the securities listed in Article 4, paragraph (3), item (i) or (ii) of the Act.

Article 3The cases specified by Cabinet Office Order, referred to in the proviso to Article 4, paragraph (4) of the Act, are the cases where a public offering or secondary distribution of securities listed in the following items is to be conducted:

Article 4(1)A written notice of securities that is to be submitted pursuant to the provisions of Article 4, paragraph (6) of the Act must be prepared using Form 1 in cases of a domestic company, or using Form 6 in cases of a foreign company, and must be submitted to the director-general of the local finance bureau, etc.

(2)The documents specified in the following items must be attached to the written notice of securities according to the category of issuer of the securities listed in the respective items:

(3)When a document listed in item (ii), (b) of the preceding paragraph has not been written in Japanese, a Japanese translation thereof must be attached.

(4)The persons specified by Cabinet Office Order, referred to in the proviso to Article 4, paragraph (6) of the Act are the persons listed in the following items:

(5)The amount specified by Cabinet Office Order, referred to in the proviso to Article 4, paragraph (6) of the Act, is ten million yen (when the securities are share option certificates, the amount obtained by deducting the total amount to be paid in on exercise of the share options pertaining to the share option certificates from ten million yen; the same applies in Article 14-11, paragraph (5)).

Article 5When there are any changes in the particulars stated in a written notice of securities on or after the submission date of the relevant written notice of securities but before the payment date pertaining to the public offering or secondary distribution under the written notice of securities, the person who has submitted the relevant written notice of securities must submit a written notice of change stating the particulars of the relevant change to the director-general of the local finance bureau, etc. without delay.

Article 6The cases specified by Cabinet Office Order, referred to in Article 4, paragraph (7) of the Act, are the following cases:

Article 7(1)When a foreign company submits a securities registration statement or foreign company registration statement (including documents relating to correction of these statements) pursuant to the provisions of Article 5, paragraph (1) or (6) (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies hereinafter) of the Act concerning the public offering or secondary distribution of securities, the foreign company must specify a person who has an address in Japan and who has the authority to represent the relevant foreign company for any acts concerning the notification of the public offering or secondary distribution.

(2)When a foreign company submits a shelf registration statement or shelf registration supplements (including an amended shelf registration statement relating to these statements; hereinafter the same applies in this paragraph) concerning the public offering or secondary distribution of securities, the foreign company must specify a person who has an address in Japan and who has the authority to represent the foreign company for any acts concerning submission of the relevant shelf registration statement or the shelf registration supplements.

(3)When a foreign company submits the following documents, the foreign company must specify a person who has an address in Japan and who has the authority to represent the foreign company for any acts concerning the submission of the relevant documents:

Article 8(1)An issuer who intends to submit a securities registration statement pursuant to the provisions of Article 5, paragraph (1) of the Act must prepare three copies of the securities registration statement using the form specified in the following items according to the category of cases listed in the respective items and must submit them to the director-general of the local finance bureau, etc.:

(2)Notwithstanding the provisions of the preceding paragraph, a company (including a designated corporation; the same applies hereinafter in this paragraph) which intends to list issuing shares on a financial instruments exchange in Japan, or a company which intends to register issuing shares as over-the-counter traded securities on an authorized financial instruments firms association (limited to a domestic company) and submit a securities registration statement pursuant to the provisions of Article 5, paragraph (1) of the Act in order to conduct a public offering or secondary distribution of issuing shares pursuant to the rules of the relevant financial instruments exchange or the relevant authorized financial instruments firms association must prepare three copies of the securities registration statements using the form specified in the following items according to the category of cases listed in the respective items and submit them to the director-general of the local finance bureau, etc.:

Article 8-2(1)The requirements specified by Cabinet Office Order, referred to in Article 5, paragraph (1), item (ii) of the Act, are that the relevant company falls under the category of "other company, etc." as prescribed in the items of Article 8, paragraph (4) of the regulation on financial statements, etc. when the relevant company falls under the category of a company, etc. listed in the items of that paragraph.

(2)The company or other group specified by Cabinet Office Order, referred to in Article 5, paragraph (1), item (ii) of the Act, is a company, etc. as prescribed in Article 1, paragraph (3), item (v) of the Regulation on Financial Statements.

Article 9The cases specified by Cabinet Office Order, referred to in the proviso to Article 5, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same applies in this paragraph), are the cases listed in the following items and the matters specified by Cabinet Office Order, referred to in the proviso to that paragraph, the proviso to Article 13, paragraph (2), and Article 23-12, paragraph (7) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are the matters listed in the each items:

Article 9-2A public offering or secondary distribution of securities of which the total issue value or total distribution price is less than 500 million yen and which is specified by Cabinet Office Order, referred to in Article 5, paragraph (2) of the Act is a public offering or secondary distribution of securities, conducted by a domestic company, other than those listed in the following:

Article 9-3(1)The period specified by Cabinet Office Order, referred to in Article 5, paragraph (3) of the Act, is one year.

(2)The annual securities report specified by Cabinet Office Order, referred to in Article 5, paragraph (3) of the Act is an annual securities report prescribed in the following items, according to the category of the companies listed in the respective items.

(3)Notwithstanding the provisions of the preceding two paragraphs, when the person who intends to submit a securities registration statement is a wholly owning parent company incorporated in a share transfer (meaning a wholly owning parent company incorporated in a share transfer as prescribed in Article 773, paragraph (1), item (i) of the Companies Act; the same applies hereinafter) which has been established in the share transfer (limited to share transfers conducted within two years and three months before the submission date of the annual securities report pertaining to the most recent business year of the relevant person) and falls under either of the requirements listed in the following items, the period specified by Cabinet Office Order, referred to in Article 5, paragraph (3) of the Act, may be a period from the day on which, among the companies that have become wholly owned subsidiary companies resulting from the share transfer (meaning a wholly owned subsidiary company resulting from a share transfer as prescribed in Article 773, paragraph (1), item (v) of the Companies Act; the same applies hereinafter) through the relevant share transfer (hereinafter referred to as "the relevant wholly owned subsidiary companies resulting from the share transfer" in this paragraph), the company that has satisfied all of the requirements listed in the items of Article 5, paragraph (4) of the Act on the day immediately preceding the date of the share transfer (hereinafter such company is referred to as an "eligible wholly owned subsidiary company resulting from a share transfer" in this paragraph and Article 10, paragraph (1), item (ii), (c)) has submitted the latest annual securities report prior to the date of share transfer (when there are two or more eligible wholly owned subsidiary companies resulting from a share Transfer, the Annual securities report that has been submitted first) until the day on which the eligible wholly owned subsidiary company resulting from a share transfer intends to submit the securities registration statement, and the annual securities reports specified by Cabinet Office Order, referred to in Article 5, paragraph (3) of the Act, may be the annual securities report (limited to those prescribed in the preceding paragraph) that has been submitted by an eligible wholly owned subsidiary company resulting from a share transfer or the wholly owning parent company incorporated in the share transfer:

(4)When a person who has continuously submitted the annual securities report which is prescribed in paragraph (2) for the period specified in paragraph (1) or a person who has continuously submitted the annual securities report which is prescribed in the preceding paragraph for the period specified in that paragraph intends to submit a securities registration statement, the person may prepare the securities registration statement using Form 2-2 in the case of a domestic company, and using Form 7-2 in the case of a foreign company, pursuant to the provisions of Article 5, paragraph (3) of the Act.

Article 9-4(1)When a person who satisfies all of the requirements listed in the items of Article 5, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies hereinafter) intends to submit a securities registration statement (when it falls under the criteria listed in Article 5, item (iv) among the criteria specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (ii) of the Act, this is limited to cases wherein a person intends to submit a securities registration statement pertaining to corporate bond certificates), the person may prepare a securities registration statement using Form 2-3 in the case of a domestic company, and using Form 7-3 in the case of a foreign company, pursuant to the provisions of Article 5, paragraph (4) of the Act.

(2)The period specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (i) of the Act, is one year.

(3)The annual securities reports specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (i) of the Act, are the annual securities reports prescribed in paragraph (2) of the preceding Article.

(4)Notwithstanding the provisions of the preceding two paragraphs, when a person who intends to submit a securities registration statement falls under the cases prescribed in paragraph (3) of the preceding Article, the period specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (i) of the Act, may be the period prescribed in paragraph (3) of the preceding Article, and annual securities reports specified by Cabinet Office Order, referred to in that item, may be securities registration statements as prescribed in paragraph (3) of the preceding Article.

(5)The criteria specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (ii) of the Act, are any of the criteria listed in the following items:

Article 9-5When an issuer of commercial paper intends to submit a securities registration statement pertaining to a public offering or secondary distribution of commercial paper, even if the total amount of the issue value or distribution value of the commercial paper that, during the five-year period prior to the submission date of the relevant securities registration statement, the relevant issuer issued or that was delivered by submitting a securities registration statement or shelf registration supplements pertaining to the public offering or secondary distribution thereof in Japan is 10 billion yen or more, the issuer is to satisfy the criteria specified by Cabinet Office Order, referred to in Article 5, paragraph (4), item (ii) of the Act.

Article 9-6(1)The cases specified by Cabinet Office Order, referred to in Article 5, paragraph (6) of the Act, are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company report in lieu of a written notification under paragraph (1) of that Article (including as applied mutatis mutandis pursuant to paragraph (5) of that Article; the same applies hereinafter) by a reporting foreign company (meaning a reporting foreign company or reporting foreign person prescribed in paragraph (6) of that Article; the same applies hereinafter) as a case that would not impair the public interest or the protection of investors in light of its terminology, forms and preparation methods.

(2)The persons specified by Cabinet Office Order, referred to in Article 5, paragraph (6), item (ii) of the Act, are the following persons:

Article 9-7(1)A reporting foreign company which intends to submit a foreign company report pursuant to the provisions of Article 5, paragraph (6) of the Act must submit three copies of the documents listed in item (i) of that paragraph (limited to documents prepared using Form 7-5), documents listed in item (ii) of that paragraph and the supplementary documents thereto (meaning supplementary documents prescribed in paragraph (7) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act); the same applies in Article 11-3, paragraph (2), item (i) and Article 12, paragraph (1), item (ii)) to the Director-General of the Kanto Local Finance Bureau.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters stated in the documents, referred to in Article 5, paragraph (7) of the Act, are the matters specified in the following items, according to the category of the matters listed in the respective items.

(3)The matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or the protection of investors among the matters that are not stated in the documents prescribed in Article 5, paragraph (7) of the Act are, among the matters to be stated in an annual securities report prepared using the form listed in the items of the preceding paragraph (excluding the matters to be stated in "Part I. Information on Securities" in the case of Form 7, and excluding the matters to be stated in "Part I. Information on Securities" and "Part II. Information on Reorganization (Tender Offer Bid)" in the case of Form 7-4; referred to as "issuer's information" in item (ii) of the following paragraph) but which have not been stated in the relevant document (referred to as "unstated information" in item (i) of that paragraph), the statement of the matters specified in the items of the preceding paragraph in Japanese or English (when such matters are written in English, a Japanese translation of the summary thereof is attached).

(4)The other documents specified by Cabinet Office Order, referred to in Article 5, paragraph (7) of the Act, are as follows:

Article 10(1)The documents specified by Cabinet Office Order as the documents to be attached to a securities registration statement (such documents are referred to as the "attached documents" in the following Article) pursuant to the provisions of Article 5, paragraph (13) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) are the documents specified in the following items according to the category of the securities registration statement listed in the respective items.In this case, if the documents listed in (e) through (g) of item (iv) (including cases where they are cited in item (v) through item (viii)) cannot be attached to the securities registration statement, the documents may be submitted by the day immediately preceding the day on which the notification comes into effect which is the day on or after the submission date of the securities registration statement:

(2)To the documents listed in the following items, the translations listed in the respective item must be attached.

Article 11With regard to a securities registration statement or the attached documents that have been submitted, the circumstances specified by Cabinet Office Order as those that require submission of amendments pursuant to Article 7, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) are the circumstances listed in the following items:

Article 11-2The cases specified by Cabinet Office Order, referred to in Article 5, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 7, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in paragraph (2) of the following Article), are the cases where the Commissioner of the Financial Services Agency approves the submission of a document similar to an amended statement written in English which has been disclosed (meaning a disclosure in a foreign state prescribed in item (ii) of that paragraph; the same applies in Articles 17-8 and 18-4) in a foreign state (referred to as "foreign company amended statement") in lieu of the amendment by a reporting foreign company as a case that would not impair the public interest or the protection of investors in light of its terminology, forms, and preparation methods.

Article 11-3(1)The provisions of Article 9-7 apply mutatis mutandis to the cases where a reporting foreign company submits a foreign company amended statement.

(2)The other documents specified by Cabinet Office Order, referred to in Article 5, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 7, paragraph (2) of the Act, are the statement of the following matters in Japanese:

Article 11-4The secondary distribution of securities specified by Cabinet Office Order, referred to in Article 13, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 23-12, paragraph (2) of the Act), is a secondary distribution of securities listed in the following items; provided, however, that this does not apply when, with regard to the relevant secondary distribution of securities, a stabilizing transaction prescribed in Article 20, paragraph (1) of the Order is conducted:

Article 11-5The matters specified by Cabinet Office Order, referred to in Article 13, paragraph (1), item (ii) of the Act, are the following matters:

Article 12The matters specified by Cabinet Office Order, referred to in Article 13, paragraph (2), item (i), (a), 1. of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are the matters specified in the following items according to the category of issuers listed in the respective items; provided, however, that the matters which are not to be made available for public inspection pursuant to the provisions of Article 25, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies hereinafter) and Article 21, paragraph (2) are excluded:

Article 13(1)The matters specified by Cabinet Office Order, referred to in Article 13, paragraph (2), item (i), (a), 2. of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are those specified in the following items according to the category of prospectus listed in the respective items:

(2)The matters listed in (c) of item (i) of the preceding paragraph (including as cited pursuant to item (ii) of that paragraph) must be stated following the reference information in the notifiable prospectus or temporary notifiable prospectus, and other matters must be stated on the front page or in some other conspicuous place in the notifiable prospectus or temporary notifiable prospectus.

Article 14(1)The matters specified by Cabinet Office Order, referred to in Article 13, paragraph (2), item (i), (b), 2. of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are the matters listed in the following items according to the category of prospectus listed in the respective items:

(2)The matters listed in item (i), (c) of the preceding paragraph (including as cited pursuant to item (ii) of that paragraph) must be stated following the reference information in the notifiable prospectus or temporary notifiable prospectus, and other matters must be stated on the front page or in some other conspicuous place in the notifiable prospectus or temporary notifiable prospectus.

Article 14-2(1)The methods specified by Cabinet Office Order, referred to in Article 15, paragraph (5) and Article 23-12, paragraph (7) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are as follows:

(2)With regard to the method of making the matters available for inspection via a telecommunications line as listed in items (ii) and (iii) of the preceding paragraph, the condition in which the matters are available for inspection must be maintained until the period wherein the person intends to have the securities acquired or to sell such securities through a public offering or secondary distribution ends.

Article 14-2-2(1)The securities specified by Cabinet Office Order, referred to in Article 21, paragraph (4), item (iii) of the Act are the following securities:

(2)The right specified by Cabinet Office Order, referred to in Article 21, paragraph (4), item (iii) of the Act, is share options for foreign persons.

Article 14-3(1)A person who intends to register a public offering or secondary distribution of securities pursuant to the provisions of Article 23-3, paragraph (1) of the Act must prepare three copies of the shelf registration statement for each public offering or secondary distribution, using Form 11 if the person is a domestic company that issues the securities listed in Article 1, item (i), (b) (excluding the securities to which the provisions of Article 23-8, paragraph (2) of the Act apply) or the securities listed in (c), (d), (g), (l), or (m) of that item, using Form 11-2 if the person is a domestic company that issues the securities listed in (h) of that item, or using Form 14 if the person is a foreign company, and must submit them to the director-general of the local finance bureau, etc.

(2)A person who intends to register a public offering or secondary distribution of securities to which the provisions of Article 23-8, paragraph (2) of the Act apply must prepare three copies of the shelf registration statement using Form 11-2-2 if the person is a domestic company, or using Form 14-4 if the person is a foreign company, and must submit them to the director-general of the local finance bureau, etc.

Article 14-4(1)The documents specified by Cabinet Office Order, referred to in Article 23-3, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) (such documents are referred to as the "attached documents" in the following Article), are the documents specified in the following items according to the category of shelf registration statement listed in the respective items:

(2)The documents listed in the following items according to the category of shelf registration statement specified in the respective items may be attached to the shelf registration statement (including amended shelf registration statements; the same applies in Article 14-11, paragraph (2) and Article 14-12, paragraph (1)):

(3)When documents specified in paragraph (1), item (ii) and item (ii) of the preceding paragraph have not been written in Japanese, Japanese translations thereof must be attached; provided, however, that in the case where the person set forth in Article 9-3, paragraph (2), item (iii) submits a shelf registration statement prepared using Form 14 and Form 14-4, if the documents provided in item (ii) of paragraph (1) and item (ii) of the preceding paragraph are not prepared in Japanese or English, their Japanese or English translations must be attached.

Article 14-5(1)With regard to the shelf registration statement and Attached documents that have been submitted, the circumstances specified by Cabinet Office Order as those that require the amendment of descriptions thereof, referred to in Article 23-4 of the Act, are the following circumstances:

(2)A shelf registration holder (meaning a shelf registration holder as prescribed in Article 23-4 of the Act; the same applies hereinafter) who intends to submit an amended shelf registration statement pursuant to the provisions of that Article must prepare three copies of the Amended shelf registration statement using Form 11-3 if the shelf registration holder is a domestic company, or using Form 14-2 if the shelf registration holder is a foreign company, and must submit them to the director-general of the local finance bureau, etc.

(3)The matters specified by Cabinet Office Order as the matters stated in a shelf registration statement and its attached documents that may not be amended for changes pursuant to the provisions of Article 23-4 of the Act are the following matters:

Article 14-6The period specified by Cabinet Office Order, referred to in Article 23-6, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), is one year or two years depending on the choice of the person who intends to make the shelf registration; provided, however, that in cases of registration for the public offering or secondary distribution of commercial papers, such period is one year.

Article 14-7A shelf registration holder who intends to withdraw shelf registration pursuant to the provisions of Article 23-7, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) must prepare a written withdrawal of shelf registration using Form 11-4 if the holder is a domestic company, or using Form 14-3 if the holder is a foreign company, and must submit it to the director-general of the local finance bureau, etc.

Article 14-8A shelf registration holder who intends to have the securities that were registered pursuant to the provisions of Article 23-8, paragraph (1) of the Act acquired or who intends to sell such securities must prepare three copies of the shelf registration supplement for each public offering or secondary distribution of the relevant securities using Form 12 if the holder is a domestic company that issues the securities listed in Article 1, item (i), (b), (c), (d), (g), (l), or (m), using Form 12-2 if the holder is a domestic company that issues the securities listed in (h) of that item, or using Form 15 if the holder is a foreign company, and must submit them to the director-general of the local finance bureau, etc.

Article 14-9The public offering or the secondary distribution of securities specified by Cabinet Office Order, referred to in the proviso to Article 23-8, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), is public offerings or secondary distributions other than those listed in the items of Article 2, paragraph (4).

Article 14-9-2The securities specified by Cabinet Office Order, referred to in Article 3-2-2, item (iv) of the Order, are book-entry foreign bonds (meaning book-entry transfer bonds in foreign currency as prescribed in Article 66 (excluding item (i)) of the Corporate Bond Transfer Act as applied mutatis mutandis pursuant to Article 127 of the Corporate Bond Transfer Act (limited to those that have the nature of book-entry corporate bonds as prescribed in Article 66 of that Act and the nature of corporate bonds of a mutual company provided in the Insurance Business Act (Act No. 105 of 1995) as prescribed in Article 66 of the Corporate Bond Transfer Act (excluding item (i), (a) through (d) of that Article) as applied mutatis mutandis pursuant to Article 117 of that Act; hereinafter the same applies in this Article) that satisfy all of the following requirements (such book-entry foreign bonds are referred to as "short-term foreign bonds" in Article 14-16):

Article 14-10The cases specified by Cabinet Office Order, referred to in Article 23-8, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are the cases where conducting a public offering or secondary distribution of securities listed in the items of Article 3.

Article 14-11(1)The written notice of shelf registration to be submitted pursuant to the provisions of Article 4, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 23-8, paragraph (4) of the Act must be prepared using Form 13 in the case of a domestic company or using Form 16 in the case of a foreign company, and must be submitted to the director-general of the local finance bureau, etc.

(2)The documents specified in the following items according to the category of the issuer of securities listed in the respective items (excluding documents whose contents are identical to those stated in the documents attached to the shelf registration statement pursuant to Article 14-4, paragraph (1) or (2)) must be attached to the written notice of shelf registration:

(3)When a document listed in item (ii), (b) of the preceding paragraph has not been written in Japanese, a translation thereof must be attached.

(4)The provisions of Article 5 apply mutatis mutandis to cases where there are any changes in the content stated in a written notice of shelf registration.

(5)The amount specified by Cabinet Office Order, referred to in the proviso to Article 4, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 23-8, paragraph (4) of the Act, is ten million yen.

Article 14-12(1)The documents specified by Cabinet Office Order, referred to in Article 23-8, paragraph (5) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act), are the documents specified in the following items according to the category of the shelf registration supplements listed in the respective items (excluding documents whose contents are identical to those stated in the documents attached to a shelf registration statement pursuant to the provisions of Article 14-4, paragraph (1) or (2)):

(2)When a document specified in item (ii) of the preceding paragraph has not been written in Japanese, a Japanese translation thereof must be attached; provided, however, that in the case where the person set forth in Article 9-3, paragraph (2), item (iii) submits a shelf registration supplement prepared using Form 15, if the documents provided in item (ii) of the preceding paragraph are not prepared in Japanese or English, their Japanese or English translations must be attached.

Article 14-13(1)The matters specified by Cabinet Office Order, referred to in the main clause of Article 13, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) as applied mutatis mutandis pursuant to Article 23-12, paragraph (2) of the Act and as applied by replacing certain terms pursuant to that paragraph, are the matters listed in the following items according to the category of prospectus listed in those respective items:

(2)Among the matters listed in the items of the preceding paragraph, the matters concerning item (i), (e) through (g) of that paragraph (including as cited pursuant to item (ii) or (iii) of that paragraph) and the matters concerning item (iii), (a) of that paragraph must be stated following the reference information in the prospectus listed in the items of that paragraph and other matters must be stated on the front page or in some other conspicuous place in the prospectus.

Article 14-14(1)The matters specified by Cabinet Office Order, referred to in Article 23-13, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in the following paragraph), are the fact that the solicitation for newly issued securities, etc. or solicitation for delivery of existing securities, etc. falls under a solicitation only for qualified institutional investors and therefore the notification under Article 4, paragraph (1) of the Act has not been made for the solicitation for newly issued securities, etc. or the solicitation for delivery of existing securities, etc. and the matters specified in the following items according to the category of cases listed in the respective items:

(2)The cases specified by Cabinet Office Order, referred to in Article 23-13, paragraph (1) of the Act, are the cases where the amount obtained by totaling the total issue value or transfer value of the securities subject to the general solicitation for securities acquired by qualified institutional investors and the total issue value or transfer value of the same class of securities as the securities for which a solicitation only for qualified institutional investors (excluding such solicitation implemented by another person) was implemented within one month prior to the day on which the relevant general solicitation for securities acquired by qualified Institutional Investors is to be implemented is less than 100 million yen.

Article 14-14-2(1)A person who performs the acts listed in the items of Article 23-13, paragraph (3) of the Act must give notice of the matters listed in the items of the following paragraph or the items of paragraph (3) according to the category of cases listed in the respective items, by the method specified in those respective items:

(2)The matters specified by Cabinet Office Order, referred to in Article 23-13, paragraph (3), item (i) of the Act, are the matters listed in the following items:

(3)The matters specified by Cabinet Office Order, referred to in Article 23-13, paragraph (3), item (ii) of the Act, are the matters listed in the following items:

Article 14-15(1)The matters specified by Cabinet Office Order, referred to in Article 23-13, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in the following paragraph), are the fact that solicitation for newly issued securities, etc. or solicitation for delivery of existing securities, etc. of the relevant securities falls under the category of solicitation for small number of investors (meaning solicitation for small number of investors as prescribed in Article 23-13, paragraph (4) of the Act) and therefore the notification under Article 4, paragraph (1) of the Act for the solicitation for newly issued securities, etc. or solicitation for delivery of existing securities, etc. has not been made, and the matters specified in the following items according to the category of cases listed in the respective items:

(2)The cases specified by Cabinet Office Order, referred to in Article 23-13, paragraph (4) of the Act, are cases where the amount obtained by totaling the total issue value or transfer value of securities subject to the relevant solicitation for small number of investors and the total issue value or transfer value of the same class of securities as the securities for which a solicitation for small number of investors (excluding such solicitation implemented by another person) was implemented within one month prior to the day on which the solicitation for small number of Investors is to be implemented is less than 100 million yen.

Article 14-16The securities specified by Cabinet Office Order, referred to in Article 3-3, item (iii) of the Order, are short-term foreign bonds.

Article 15A company (including a designated corporation) that is to submit an annual securities report pursuant to the provisions of Article 24, paragraph (1) or (3) of the Act must prepare three copies of the annual securities report using the form specified in the following items according to the category listed in the respective items and must submit them to the director-general of the local finance bureau, etc.:

Article 15-2(1)When a domestic company which is an issuer of the securities listed in the items of Article 24, paragraph (1) of the Act intends to obtain the approval prescribed in the main clause of that paragraph, the domestic company must submit a written application for approval containing the matters listed in the following items to the director-general of the local finance bureau, etc.:

(2)The documents listed in the following items must be attached to the written application for approval prescribed in the preceding paragraph:

(3)If the application for approval set forth in paragraph (1) has been filed, when the director-general of the local finance bureau, etc. finds that the domestic company is unable to submit an annual securities report within three months after the end of the business year (when the approval under that paragraph is obtained for the submission of an annual securities report pertaining to the business year, within the period approved) due to inevitable grounds, the director-general of the local finance bureau, etc. is to approve the annual securities report pertaining to a business year(s) during the period from the business year which includes the date on which the application was filed (when the date is a day within three months after the commencement of a business year (when the relevant approval is obtained for the submission of an annual securities report pertaining to the immediately preceding business year, within the period approved), the immediately preceding business year thereof) to the business year immediately preceding the business year which includes the day on which the grounds prescribed in item (iii) of that paragraph pertaining to the application are to be extinguished or changed.

(4)If the grounds prescribed in paragraph (1), item (iii) pertaining to the approval under the preceding paragraph have been extinguished or changed, the director-general of the local finance bureau, etc. may change the period pertaining to the approval under the preceding paragraph, or may cancel the approval from then on.

Article 15-2-2(1)When a foreign company which is an issuer of the securities listed in the items of Article 24, paragraph (1) of the Act intends to obtain the approval prescribed in the proviso to Article 3-4 of the Order, the foreign company must Director-General of the Kanto Local Finance Bureau:

(2)The provisions of Article 7, paragraph (3) apply mutatis mutandis to cases where a foreign company submits the written application for approval prescribed in the preceding paragraph.

(3)The documents listed in the following items must be attached to the written application for approval prescribed in paragraph (1):

(4)If the application for approval set forth in paragraph (1) has been filed, when the Director-General of the Kanto Local Finance Bureau finds that the foreign company is unable to submit an annual securities report within six months after the end of the business year (when the approval set forth in that paragraph is obtained for the submission of the annual securities report pertaining to the relevant business year, within the period approved) due to laws and regulations or practices concerning the accounts of a company or any other inevitable grounds, the Director-General of the Kanto Local Finance Bureau is to approve the annual securities report pertaining to each business year for the period from the business year which includes the date on which the application was filed (when the date is a day within six months after the commencement of the business year (when the relevant approval is obtained for the submission of the annual securities report for the immediately preceding business year, within the period approved), the immediately preceding business year thereof) to the business year immediately preceding the business year which includes the day on which the matters prescribed in item (iii) of that paragraph pertaining to the relevant application are to be extinguished or changed.

(5)The approval under the preceding paragraph (limited to cases where the grounds prescribed in paragraph (1), item (iii) are laws and regulations or practices concerning the accounts of a company in its state) is to be granted on the condition that the foreign company under the preceding paragraph submits a document stating the matters listed in the following items to the Director-General of the Kanto Local Finance Bureau within six months after the end of every business year; provided, however, that when a document stating the matters listed in item (ii) has the same content as documents which have been submitted within five years before the submission of the aforementioned document, the submission of the relevant document may be omitted:

(6)If the grounds prescribed in paragraph (1), item (iii) pertaining to the approval under paragraph (4) have been extinguished or changed, the Director-General of the Kanto Local Finance Bureau may change the period pertaining to the approval under paragraph (4) or may cancel the relevant approval from then on.

(7)When documents listed in paragraph (3) and paragraph (5) have not been written in Japanese, Japanese translations thereof must be attached.

Article 15-3(1)When an issuer of the securities specified in Article 3-5, paragraph (1) of the Order or Article 4-10, paragraph (1) of the Order intends to obtain the approval prescribed in the proviso to Article 24, paragraph (1) of the Act, the issuer must attach the documents listed in the following items, according to the category of issuers listed in the respective items, to the written application for approval and must submit them to the director-general of the local finance bureau, etc.:

(2)When the issuer of securities listed in item (i) of the preceding paragraph intends to obtain an approval under the proviso to Article 24, paragraph (1) of the Act, the number specified in Article 3-5, paragraph (2) of the Order and Article 4-10, paragraph (2) of the Order is the number of persons who are stated or recorded in the shareholder registry as of the last day of the business year immediately preceding the business year which includes the date of application and as of all of the last days of the business years which commenced within four years before the day of commencement of the immediately preceding business year.

(3)When the issuer of securities listed in item (ii) of paragraph (1) intends to obtain an approval prescribed in the proviso to Article 24, paragraph (1) of the Act, the number prescribed in Article 3-5, paragraph (2) of the Order and Article 4-10, paragraph (2) of the Order is the number of persons who hold the relevant securities (excluding non-residents) as of the last day of the business year immediately preceding the business year which includes the date of application and as of all of the last days of the business years which commenced within four years before the day of commencement of the immediately preceding business year; provided, however, that if the securities issued by the relevant issuer are listed on a foreign financial instruments market at the time of the application, such number may be the number specified in the following items, according to the category listed in the respective items.

(4)When it is found that the number of holders of securities listed in item (ii) of paragraph (1) approved under the proviso to Article 24, paragraph (1) of the Act (excluding non-residents) as of the last day of the business year of the issuer of the securities is one thousand or more, the Commissioner of the Financial Services Agency may rescind the approval from then on.

(5)When the documents specified in in item (ii) of paragraph (1) (excluding the documents listed in (a) of the item) are not written in Japanese, and when the documents listed in (a) of the item are not written in Japanese or English, Japanese translations thereof (in the case of the documents listed in (a) of the item, Japanese or English translations) must be attached.

Article 15-4The number of professional investors referred to in Article 3-6, paragraph (4) of the Order and Article 4-11, paragraph (5), item (i) of the Order is the total number of persons listed in the following items:

Article 16(1)The documents specified by Cabinet Office Order, referred to in Article 4, paragraph (1) of the Order, are the documents listed in the following items according to the category of issuers of securities listed in the respective items:

(2)The number specified by Cabinet Office Order, referred to in Article 4, paragraph (2), item (iii) of the Order, is 25 persons.

(3)The number specified in the preceding paragraph is calculated pursuant to the provisions of the following items according to the category of securities listed in the respective items:

(4)The period specified by Cabinet Office Order, referred to in Article 4, paragraph (3) of the Order, is four years.

(5)The documents specified by Cabinet Office Order, referred to in Article 4, paragraph (3) of the Order, are the following documents:

(6)When documents listed in paragraph (1), item (ii) and the preceding paragraph have not been written in Japanese, Japanese translations thereof must be attached.

Article 16-2The cases specified by Cabinet Office Order, referred to in Article 24, paragraph (3) of the Act, are the cases where the securities issued by a company (including a designated corporation) to which the main clause of paragraph (1) of that Article do not apply, have come to fall under the category of securities listed in item (iii) of that paragraph, which are listed in any of the following items:

Article 16-3The number of holders prescribed in Article 24, paragraph (1), item (iv) of the Act is to be calculated pursuant to the provisions of the following items according to the category of securities listed in the respective items; provided, however, that, with regard to share certificates for which the transferee may be limited to persons associated with the business of the relevant company by articles of incorporation pursuant to special Acts, if the relevant company has prepared a register pertaining to the holders of the relevant share certificates who have a specific relationship with the business of the relevant company beyond the shareholder registry and when the transfer of the relevant share certificates is managed according to the relevant register in order to contribute to the studying of the holding status of the relevant share certificates, the number of holders stated in the relevant register may be calculated based on the numbers in the relevant register:

Article 17(1)The documents specified by Cabinet Office Order as the documents to be attached to annual securities reports, referred to in Article 24, paragraph (6) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same applies in this paragraph), are the documents specified in the following items according to the category of issuer of securities listed in the respective items; provided, however, that with regard to the documents listed in item (i), (a) and (c) through (f) and item (ii), (e) (hereinafter referred to as the "articles of incorporation, etc." in this Article), if attached documents have been submitted pursuant to the provisions of Article 24, paragraph (6) of the Act within five years before the submission date of the annual securities report which is to be submitted with the articles of incorporation, etc. attached thereto (hereinafter referred to as the "previously-attached documents" in this Article), these are the portion of content in which the articles of incorporation, etc. differ from the previously-attached documents:

(2)When a document specified in item (ii) of the preceding paragraph has not been written in Japanese, a Japanese translation thereof must be attached, except for the documents listed in Article 16, paragraph (5), item (ii). With regard to a document listed in Article 16, paragraph (5), item (ii) or a summary thereof, even if a Japanese translation is sent to shareholders, obligees, or any other relevant persons in Japan, the relevant Japanese translation must be attached.

Article 17-2The cases specified by Cabinet Office Order, referred to in Article 24, paragraph (8) of the Act, are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company report in lieu of an annual securities report, etc. (meaning an annual securities report, etc. as prescribed in Article 24, paragraph (8) of the Act) by a reporting foreign company (meaning a reporting foreign company or a reporting foreign person as prescribed in that paragraph; the same applies in the following Article through Article 17-9) as a case that would not impair the public interest or the protection of investors in light of its terminology, forms, and preparation methods.

Article 17-3(1)A reporting foreign company which intends to submit a foreign company report pursuant to the provisions of Article 24, paragraph (8) of the Act must submit three copies of the foreign company report and the supplementary documents thereto (meaning the supplementary documents prescribed in paragraph (9) of that Article (including as applied mutatis mutandis pursuant to article 27 of the Act; the same applies hereinafter); the same applies in Article 17-9, paragraph (2), item (i)) to the Director-General of the Kanto Local Finance Bureau.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters stated in the foreign company report, referred to in Article 24, paragraph (9) of the Act, are the matters equivalent to those to be stated in the following items from among the items in Form 8 and Form 9:

(3)The matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or the protection of investors among the matters that are not stated in the foreign company report prescribed in Article 24, paragraph (9) of the Act are, among the matters to be stated in an annual securities report prepared using Form 8 or Form 9 (referred to as "issuer's information" in item (ii) of the following paragraph) but which have not been stated in the relevant foreign company report (referred to as "unstated information" in item (i) of that paragraph), the statement of the matters specified in the items of the preceding paragraph in Japanese or English (when such matters are written in English, the Japanese translation of the summary thereof is attached).

(4)The other matters specified by Cabinet Office Order, referred to in Article 24, paragraph (9) of the Act, are as follows:

(5)When documents listed in item (iii) and item (iv) of the preceding paragraph have not been written in Japanese or English, Japanese or English translations thereof must be attached.

Article 17-4(1)When a reporting foreign company which intends to submit a foreign company report pursuant to the provisions of Article 24, paragraph (8) of the Act intends to obtain approval as prescribed in the proviso to Article 4-2-2 of the Order, the reporting foreign company must submit a written application for approval containing the following matters to the Director-General of the Kanto Local Finance Bureau:

(2)The provisions of Article 7, paragraph (3) apply mutatis mutandis to cases where a reporting foreign company submits the written application for approval prescribed in the preceding paragraph.

(3)The following documents must be attached to the written application for approval prescribed in paragraph (1):

(4)If the application for approval set forth in paragraph (1) has been filed, and when the Director-General of the Kanto Local Finance Bureau finds that the reporting foreign company is not able to submit a foreign company report within four months after the end of the business year (when the approval under that paragraph is obtained for the submission of the foreign company report pertaining to the relevant business year, within the period approved) due to the laws and regulations or practices concerning accounts of a company in its state or any other inevitable grounds, the Director-General of the Kanto Local Finance Bureau is to approve the foreign company report pertaining to each business year for the period from the business year which includes the day on which the relevant application has been filed (if the day is a day within four months after the commencement of the business year (if the relevant reporting foreign company has obtained the relevant approval for the submission of a foreign company report pertaining to the immediately preceding business year, within the period approved), the immediately preceding business year) until the business year immediately preceding the business year which includes the day on which the matters prescribed in item (iii) of that paragraph pertaining to the relevant application are to be extinguished or changed.

(5)The approval under the preceding paragraph (limited to cases where the grounds prescribed in paragraph (1), item (iii) are the laws and regulations or practices concerning the accounts of a company in its state) is to be granted on the condition that the reporting foreign company submits a document containing the following matters to the Director-General of the Kanto Local Finance Bureau within four months after the end of every business year; provided, however, that when a document containing the matters listed in item (ii) has the same content as documents which have been submitted within five years before the submission of the aforementioned document, the submission of the relevant document may be omitted:

(6)If the grounds prescribed in paragraph (1), item (iii) pertaining to approval under paragraph (4) have been extinguished or changed, the Director-General of the Kanto Local Finance Bureau may change the period pertaining to the approval pursuant to the provisions of paragraph (4) or may cancel the relevant approval from then on.

(7)When a document listed in the items of paragraph (3) or a document stating the matters listed in the items of paragraph (5) has not been written in Japanese or English, a Japanese or English translation thereof must be attached.

Article 17-5(1)The provisions of Article 1 of the Cabinet Office Order on Special Provisions for Procedures by Use of an Electronic Data Processing System for Disclosure (Cabinet Office Order No. 45 of 2002; hereinafter referred to as the "Order on Electronic Procedures" in this paragraph) apply mutatis mutandis to a person who gives the public notice under Article 24-2, paragraph (2) of the Act by way of electronic public notice (meaning the electronic public notice as prescribed in Article 4-2-4, paragraph (1), item (i) of the Order; the same applies hereinafter); and the provisions of Article 2 of the Order on Electronic Procedures (excluding paragraph (3)) apply mutatis mutandis to a person who gives the public notice under Article 24-2, paragraph (2) of the Act by way of electronic public notice.In this case, the phrase "must input the matters to be stated in the written documents in cases where the electronic disclosure procedure or the discretionary electronic disclosure procedure is carried out in writing with an input-output device (meaning input-output device referred to in Article 14-10, paragraph (1) of the Order; the same applies hereinafter) used by the person who carried out the Electronic Disclosure Procedure or Discretionary Electronic Disclosure Procedure, based on a method by the input-output device and the computer referred to in Article 27-30-2 of the Act can be connected over a telecommunications line by inputting an identification number and security number, and by which input can be performed from the input-output device; provided, however, that, among such matters, the signature and seal may be omitted" in Article 1 of the Order on Electronic Procedures is deemed to be replaced with "must conduct such procedures by the method of connecting the input/output device (meaning the input/output device set forth in Article 14-10, paragraph (1) of the Order; the same applies hereinafter) used by the person who conducts such electronic disclosure procedures or discretionary electronic disclosure procedures and the computer under Article 27-30-2 of the Act via a telecommunications line by the input of the identification number and password through such input/output device, and inputting the matters through an input/output device," the term "Form 1" in Article 2, paragraph (1) of the Order on Electronic Procedures is deemed to be replaced with "Form 19 of the Cabinet Office Order on Disclosure of Corporate Affairs (Ministry of Finance Order No. 5 of 1973)"; the term "electronic disclosure system notice" in the same paragraph is deemed to be replaced with "written notice of an electronic public notice"; the phrase "to whom such notification is to be submitted in a case where the electronic disclosure procedure or discretionary electronic disclosure procedure is carried out in writing" in the same paragraph is deemed to be replaced with "to whom the amendment report for the annual securities report which is the subject of the electronic public notice is to be submitted; provided, however, that this does not apply to cases where the notification under Article 2, paragraph (1) of the Cabinet Office Order on Special Provisions for Procedures by Use of an Electronic Data Processing System for Disclosure (including as applied mutatis mutandis pursuant to Article 9, paragraph (1) of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than the Issuers (Ministry of Finance Order No. 38 of November 26, 1990), Article 27-5, paragraph (1) of the Cabinet Office Order on Disclosure of Information on Regulated Securities (Ministry of Finance Order No. 22 of 1993)), and Article 3, paragraph (1) of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95 of 1994)) has been already given"; the term "electronic disclosure system notice" in Article 2, paragraph (2) of the Order on Electronic Procedures is deemed to be replaced with "written notice of an electronic public notice"; the phrase "electronic disclosure procedure or discretionary electronic disclosure procedure" in that the same paragraph is deemed to be replaced with "electronic public notice"; and the term "electronic disclosure system notice" in paragraph (4) and paragraph (5) of the same Article is deemed to be replaced with "written notice of an electronic public notice."

(2)When public notice is given by publication in a daily newspaper pursuant to the provisions of Article 4-2-4, paragraph (1), item (ii) of the Order, the publication must be made in a daily newspaper that publishes matters on current affairs nationwide.

Article 17-6(1)A person who intends to obtain approval under Article 4-2-4, paragraph (3) of the Order must submit a document containing the following matters to the director-general of the local finance bureau, etc., to whom an amendment report pertaining to the relevant public notice is to be submitted:

(2)The means specified by Cabinet Office Order, referred to in Article 4-2-4, paragraph (3) of the Order, are as follows:

Article 17-7When giving a public notice on the details of the interruption of a public notice pursuant to the provisions of Article 4-2-4, paragraph (4), item (iii) of the Order, public notice of the following matters is to be given in the relevant public notice in which the interruption occurred:

Article 17-8The cases specified by Cabinet Office Order, referred to in Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-2, paragraph (4) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in paragraph (2) of the following Article), are the cases where the Commissioner of the Financial Services Agency approves the submission of a document which is similar to the amendment report disclosed in a foreign state and which is written in English (such a document is referred to as a "foreign company amendment report" in (1) of the following Article) in lieu of an amendment report by a reporting foreign company as a case that would not impair the public interest or protection of investors in light of its terminology, forms, and preparation methods.

Article 17-9(1)The provisions of Article 17-3 (excluding items (iii) and (iv) of paragraph (4)) apply mutatis mutandis to cases where a reporting foreign company submits a foreign company amendment report.

(2)The other documents specified by Cabinet Office Order, referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-2, paragraph (4) of the Act, are documents stating the following matters in Japanese:

Article 17-10(1)A company (including a designated corporation) that is to submit a confirmation letter with an annual securities report pursuant to the provisions of Article 24-4-2, paragraph (1) of the Act or a company (including a designated corporation) that is to submit a confirmation letter with an annual securities report pursuant to paragraph (2) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act) must prepare three copies of a confirmation letter using the form specified in the following items according to the category listed in the respective items and must submit them to the director-general of the local finance bureau, etc.:

(2)The following documents must be attached to the confirmation letter which is to be submitted by a foreign company.In this case, if the relevant documents have not been written in Japanese, Japanese translations thereof must be attached:

(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a confirmation letter pertaining to the quarterly securities report as applied mutatis mutandis pursuant to Article 24-4-8 of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) following the deemed replacement of terms.

(4)The provisions of paragraph (1) and paragraph (2) apply mutatis mutandis to a confirmation letter pertaining to a semiannual securities report as applied mutatis mutandis pursuant to Article 24-5-2 of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) following the deemed replacement of terms.

Article 17-11The cases specified by Cabinet Office Order, referred to in Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act, are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company confirmation letter in lieu of a confirmation letter by a foreign company required to submit the confirmation letter, as a case that would not impair the public interest or protection of investors, in light of its terminology, forms, and preparation methods.

Article 17-12(1)A foreign company which intends to submit a foreign company confirmation letter pursuant to the provisions of Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act must submit three copies of the foreign company confirmation letter and the supplementary documents thereto (meaning the supplementary documents prescribed in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act) to the Director-General of the Kanto Local Finance Bureau.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters stated in the foreign company confirmation letter, referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act, are the matters equivalent to the matters to be stated in the following items from among the items in Form 9-2:

(3)The other matters specified by Cabinet Office Order, referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act, are as follows:

(4)The provisions of items (iii) through (v) of Article 17-3, paragraph (4) apply mutatis mutandis to the cases where a foreign company submits a foreign company confirmation letter pursuant to the provisions of Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (6) of the Act.

Article 17-13The cases specified by Cabinet Office Order, referred to in Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 24-4-8, paragraph (2) and Article 24-5-2, paragraph (2) of the Act and cases where these provisions are applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same applies in this Article and the following Article), are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company amendment confirmation letter (meaning a foreign company amendment confirmation letter as prescribed in Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (3) of the Act; the same applies in paragraph (1) of the following Article) in lieu of an amendment confirmation letter by a foreign company required to submit an amendment confirmation letter (meaning an Amendment confirmation letter prescribed in the provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act); hereinafter the same applies in this Article), as a case that would not impair the public interest or protection of investors, in light of its terminology, forms, and preparation methods.

Article 17-14(1)The provisions of Article 17-3, paragraph (4) (limited to the portion pertaining to item (v)) and Article 17-12 apply mutatis mutandis pursuant to cases where a foreign company submits a foreign company amendment confirmation letter pursuant to the provisions of Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (3) of the Act.

(2)The other documents specified by Cabinet Office Order, referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (3) of the Act, are those stating the following matters in Japanese:

Article 17-15(1)A company (including a designated corporation) that is to submit a quarterly securities report pursuant to the provisions of Article 24-4-7, paragraph (1) of the Act or a company (including a designated corporation) that submits a quarterly securities report pursuant to the provisions of paragraph (2) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act) must prepare three copies of the quarterly securities report using the form specified in the following items according to the category of cases listed in the respective items and submit them to the director-general of the local finance bureau, etc.In this case, when the quarterly consolidated financial statements are stated in the relevant quarterly securities report, it is not required for quarterly financial statements to be stated:

(2)The business specified by Cabinet Office Order, referred to in Article 24-4-7, paragraph (1) of the Act, is the following business:

(3)The documents listed in the following items must be attached to the quarterly securities report which is to be submitted by a foreign company.In this case, if the relevant documents have not been written in Japanese, Japanese translations thereof must be attached:

Article 17-15-2(1)When a person required to submit a quarterly securities report pursuant to the provisions of Article 24-4-7, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) intends to obtain the approval set forth in that paragraph (including as applied mutatis mutandis pursuant to Article 27 of the Act), or when a person required to submit a semiannual securities report pursuant to the provisions of Article 24-5, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) intends to obtain the approval set forth in that paragraph (including as applied mutatis mutandis pursuant to Article 27 of the Act), the person must submit a written application for approval stating the matters listed in the following items, according to the category of issuers of securities listed in the respective items, to the director-general of the local finance bureau, etc.:

(2)The provisions of Article 7, paragraph (3) apply mutatis mutandis to the cases where a foreign company submits the written application for approval prescribed in the preceding paragraph.

(3)The documents listed in the following items, according to the category of the issuers of securities respectively set forth therein, must be attached to the written application for approval prescribed in paragraph (1):

(4)If the application set forth in paragraph (1) has been filed, when the director-general of the local finance bureau, etc. finds that the relevant person is not able to submit the quarterly securities report, etc. by the due date for submission due to the applicant's state laws and regulations or practices concerning the accounts of companies (limited to the case where such applicant is a foreign company) or inevitable grounds, the director-general of the local finance bureau, etc. is to approve the quarterly securities reports, etc. to be submitted between the earliest due date for submission after the date of the relevant application and the earliest due date for submission after the day when the ground prescribed in (c), item (i) of that paragraph or the matters prescribed in (b), item (ii) of that paragraph in relation to the application are to be extinguished or changed.

(5)The approval under the preceding paragraph (limited to cases where the person that submitted the written application for the relevant approval is a foreign company, and where the ground prescribed in (b), item (ii) of paragraph (1) is the foreign company's state laws and regulations or practices concerning the accounts of companies) is to be granted on the condition that the foreign company submits a document stating the matters listed in the following items, according to the category of documents listed in the respective items, to the Director-General of the Kanto Local Finance Bureau by the due date of submission of each quarterly securities report, etc.

(6)If the grounds prescribed in paragraph (1), item (i), (c) pertaining to the approval under the paragraph (4) or the matters prescribed in (b) of item (ii) of that paragraph have been extinguished or changed, the director-general of the local finance bureau, etc. may change the period pertaining to the approval under paragraph (4) or may cancel the relevant approval from then on.

(7)When a document listed in (b) through (e), item (ii) of paragraph (3) and a document stating the matters listed in the items of paragraph (5) has not been written in Japanese, a Japanese translation thereof must be attached.

Article 17-16The cases specified by Cabinet Office Order, referred to in Article 24-4-7, paragraph (6) of the Act, are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company quarterly securities report in lieu of a quarterly securities report by a reporting foreign Company (meaning a reporting foreign company or a reporting foreign person as prescribed in that paragraph; the same applies in the following Article through Article 17-19) as a case that would not impair the public interest or the protection of investors, in light of its terminology, forms, and preparation methods.

Article 17-17(1)A reporting foreign company which intends to submit a foreign company quarterly securities report pursuant to the provisions of Article 24-4-7, paragraph (6) of the Act must submit three copies of the foreign company quarterly securities report and the supplementary documents thereto (meaning the supplementary documents prescribed in paragraph (7) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same applies in this Article); the same applies in Article 17-19, paragraph (2), item (i))) to the Director-General of the Kanto Local Finance Bureau.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters stated in a foreign company quarterly securities report, referred to in Article 24-4-7, paragraph (7) of the Act, are the matters equivalent to the matters to be stated in the following items, from among the items in Form 9-3:

(3)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters that are not stated in the foreign company quarterly securities report, referred to in Article 24-4-7, paragraph (7) of the Act, are, among the matters to be stated in a quarterly securities report prepared using Form 9-3 (referred to as "issuer's information" in item (ii) of the following paragraph) but which have not been stated in the relevant foreign company quarterly securities report (referred to as "unstated information" in item (i) of that paragraph), the statement of the matters specified in each item of the preceding paragraph in Japanese or English (when such matters are written in English, the Japanese translation of the summary thereof is attached).

(4)The other matters specified by Cabinet Office Order, referred to in Article 24-4-7 (7) of the Act, are as follows:

(5)The provisions of items (iii) through (v) of Article 17-3, paragraph (4) of that Article apply mutatis mutandis to the cases where a reporting foreign company submits a foreign company quarterly securities report pursuant to the provisions Article 24-4-7, paragraph (6) of the Act.

Article 17-18The cases specified by Cabinet Office Order, referred to in Article 24-4-7, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (11) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in paragraph (2) of the following Article), are the cases where the Commissioner of the Financial Services Agency approves the submission of an amendment report of a foreign company quarterly securities report (meaning the amendment report of a foreign company quarterly securities report as prescribed in Article 24-4-7, paragraph (6) of the Act ; the same applies in paragraph (1) of the following Article) in lieu of an amendment report by a reporting foreign company as a case that would not impair the public interest or the protection of investors, in light of its terminology, forms, and preparation methods.

Article 17-19(1)The provisions of Article 17-3, paragraph (4) (limited to the portion pertaining to item (v)) and Article 17-17 apply mutatis mutandis to the cases where a reporting foreign company submits an amendment report of a foreign company quarterly securities report.

(2)The other matters specified by Cabinet Office Order, referred to in Article 24-4-7, paragraph (7) of the Act as applied mutatis mutandis pursuant to paragraph (11) of that Article, are the following matters stated in Japanese:

Article 18(1)A company (including a designated corporation) that is to submit a semiannual securities report pursuant to the provisions of Article 24-5, paragraph (1) of the Act must prepare three copies of the semiannual securities report using the form specified in the following items according to the category of cases listed in the respective items and must submit them to the director-general of the local finance bureau, etc.:

(2)The documents listed in the following items must be attached to the semiannual securities report which is to be submitted by a foreign company.In this case, if the relevant documents have not been written in Japanese, Japanese translations thereof must be attached:

Article 18-2The cases specified by Cabinet Office Order, referred to in Article 24-5, paragraph (7) of the Act, are the cases where the Commissioner of the Financial Services Agency approves the submission of a foreign company semiannual securities report in lieu of a semiannual securities report by a reporting foreign company (meaning the reporting foreign company or reporting foreign person as prescribed in Article 24, paragraph (8) of the Act; the same applies in the following Article through Article 18-5) as a case that would not impair the public interest or protection of investors, in light of its terminology, forms, and preparation methods.

Article 18-3(1)A reporting foreign company which intends to submit a foreign company semiannual securities report pursuant to the provisions of Article 24-5, paragraph (7) of the Act must submit three copies of the foreign company semiannual securities report and the supplementary documents thereto (meaning the supplementary documents prescribed in paragraph (8) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same applies in this Article); the same applies in Article 18-5, paragraph (2), item (i)) to the Director-General of the Kanto Local Finance Bureau.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or protection of investors among the matters stated in the foreign company semiannual securities report, referred to in Article 24-5, paragraph (8) of the Act, are the matters equivalent to the matters to be stated in the following items, from among the items in Form 10:

(3)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or the protection of investors among the matters that are not stated in the foreign company semiannual securities report, referred to in Article 24-5, paragraph (8) of the Act, are, among the matters that should be stated in a semiannual securities report prepared using Form 10 (referred to as "issuer's information" in item (ii) of the following paragraph) but which have not been stated in the relevant foreign company semiannual securities report (referred to as "unstated information" in item (i) of that paragraph), the statement of the matters specified in the items of the preceding paragraph in Japanese or English (when such matters are written in English, a Japanese translation of the summary thereof is attached).

(4)The other matters specified by Cabinet Office Order, referred to in Article 24-5, paragraph (8) of the Act, are as follows:

(5)The provisions of items (iii) through (v) Article 17-3, paragraph (4) of that Article apply mutatis mutandis to the cases where a reporting foreign company submits a foreign company semiannual securities report pursuant to the provisions of Article 24-5, paragraph (7) of the Act.

Article 18-4The cases specified by Cabinet Office Order, referred to in Article 24-5, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 24-5, paragraph (12) of the Act (including as applied pursuant to Article 27 of the Act; the same applies in paragraph (2) of the following Article), are the cases where the Commissioner of the Financial Services Agency approves the submission of a document which is similar to the amendment report disclosed in a foreign state and which is written in English (such document is referred to as an "amendment report of a foreign company semiannual securities report" in paragraph (1) of the following Article) in lieu of an amendment report by a reporting foreign company as a case that would not impair the public interest or protection of investors in light of its terminology, forms, and preparation methods.

Article 18-5(1)The provisions of Article 17-3, paragraph (4) (limited to the portion pertaining to item (v)) and Article 18-3 apply mutatis mutandis to the cases where a reporting foreign company submits a foreign company semiannual amendment report.

(2)The other documents specified by Cabinet Office Order, referred to in Article 24-5, paragraph (8) of the Act as applied mutatis mutandis pursuant to paragraph (12) of that Article, are the documents stating the following matters in Japanese:

Article 19(1)The cases specified by Cabinet Office Order, referred to in Article 24-5, paragraph (4) of the Act, are the cases listed in the items of the following paragraph:

(2)The company (including a designated corporation) that is to submit an extraordinary report pursuant to the provisions of Article 24-5, paragraph (4) of the Act must prepare three copies of the extraordinary report stating the matters specified in the following items according to the category of cases listed in the respective items using Form 5-3 if the company is a domestic company, and using Form 10-2 if the company is a foreign company, and must submit them to the director-general of the local finance bureau, etc.:

(3)If the company that is to submit an extraordinary report has issued Shares to be issued by a reporting company and for which it is prescribed in the articles of incorporation of the relevant reporting company that the dividend of surplus is determined based on the dividend of surplus or interim dividend prescribed in Article 454, paragraph (5) of the Companies Act of a specific subsidiary company (hereinafter referred to as a "linked subsidiary company" in this Article), the provisions of the preceding two paragraphs apply mutatis mutandis to the preparation and submission of an extraordinary report concerning the relevant linked subsidiary company.In this case, the term "reporting company" in the preceding paragraph is deemed to be replaced with "linked subsidiary company."

(4)The documents specified in the following items must be attached to an extraordinary report according to the category of extraordinary reports listed in the respective items:

(5)When the reporting company is a foreign company, beyond what is listed in the preceding paragraph, the documents listed in the following items must be attached to the extraordinary report:

(6)When documents listed in the preceding two paragraphs have not been written in Japanese, Japanese translations thereof must be attached; provided, however, that when a reporting foreign company submits a foreign company ad hoc report and when the documents listed in the preceding two paragraphs are not written in Japanese or English, Japanese or English translations thereof must be attached.

(7)The features of the shares prescribed in paragraph (2), item (i), (b), 1., iv., 2., iv., and 3., vi. (including as applied mutatis mutandis pursuant to paragraph (3)) are the features specified in the following items according to the category of cases listed in the respective items:

(8)Corporate bond certificates, etc. with share options subject to exercise value change prescribed in paragraph (2), item (i) means share certificates pertaining to shares with put option prescribed in Article 2, item (xviii) of the Companies Act or securities listed in Article 2, paragraph (1), item (xvii) of the Act that are of the same nature, share option certificates or corporate bond certificates with share options (hereinafter referred to as "share certificates, etc. with put option" in this paragraph and the following paragraph) on which conditions are imposed so that the number of share certificates to be underwritten or acquired by the exercise of rights indicated on the relevant share certificates, etc. with put option or the value of the monies and any other property to be paid on exercise of rights indicated on the relevant share certificates, etc. with put option may be determined or changed on the basis of the price of share certificates of the issuer of the relevant share certificates, etc. with put option on a certain day or during a certain period after the relevant share certificates, etc. with put option are issued (meaning the closing price prescribed in Article 67-19 or Article 130 of the Act, an average price calculated by using such closing prices or any other price equivalent thereto).

(9)When the content of derivatives transactions or other transactions that have a close relationship with share certificates, etc. with put option are deemed to be integrated with the contents of the relevant share certificates, etc. with put option, and when the relevant share certificates, etc. with put option are to have the same nature as corporate bond certificates, etc. with share options subject to exercise value change (meaning corporate bond certificates, etc. with share options subject to exercise value change prescribed in the preceding paragraph; hereinafter the same applies), the relevant share certificates, etc. with put option are deemed to be corporate bond certificates, etc. with share options subject to exercise value change and the provisions of this Cabinet Office Order apply thereto.

(10)The specified subsidiary company prescribed in paragraph (2), item (iii) means a subsidiary company that falls under any one or more of the specific relationships listed in the following items:

(11)The provisions of the preceding paragraph apply mutatis mutandis to the specified subsidiary company prescribed in paragraph (2), item (iii) as applied mutatis mutandis pursuant to paragraph (3) following the deemed replacement of terms.In this case, the term "reporting company" is deemed to be replaced with "linked subsidiary company."

Article 19-2Beyond the cases listed in the items of paragraph (2) of the preceding Article, if a securities registration statement has been submitted pursuant to the provisions of Article 8, paragraph (2), when the matters to be stated in the portion specified in the following items have occurred or the contents stated in the portion specified in the following items have changed according to the cases listed in those respective items during the period starting after the submission date of the relevant securities registration statement and continuing until the day preceding the day on which the issued shares are to be listed on the relevant financial instruments exchange or until the day preceding the day on which the issued shares are to be registered as over-the-counter traded securities at the relevant financial instruments firms association, the company that is to submit an extraordinary report must prepare three copies of the extraordinary report containing the details thereof and submit them to the director-general of the local finance bureau, etc.

Article 19-2-2(1)The cases specified by Cabinet Office Order, referred to in Article 24-5, paragraph (15) of the Act, are the cases where the reason for submission of an ad hoc report is written in Japanese, or other cases in which the Commissioner of the Financial Services Agency approves the submission of a foreign company ad hoc report in lieu of an ad hoc report by a reporting foreign company (meaning a reporting foreign company or reporting foreign person prescribed in Article 24, paragraph (8) of the Act; the same applies in the following paragraph) as a case that would not impair the public interest or protection of investors.

(2)A reporting foreign company which intends to submit a foreign company ad hoc report pursuant to the provisions of Article 24-5, paragraph (15) of the Act must prepare three copies of the foreign company ad hoc report using Form 10-2 and submit them to the Director-General of the Kanto Local Finance Bureau.

Article 19-3A person that is to submit a share buyback report pursuant to the provisions of Article 24-6, paragraph (1) of the Act must prepare three copies of the share buyback report using Form 17 and submit them to the director-general of the local finance bureau, etc.

Article 19-4(1)A parent company, etc. (meaning a parent company, etc. as prescribed in Article 24-7, paragraph (1) of the Act; the same applies hereinafter ) who is a non-resident (hereinafter referred to as a "foreign parent company, etc." in this Article through Article 19-8 and Article 22, paragraph (3)) must specify a person who has an address in Japan and has the authority to represent the relevant foreign parent company, etc. for any acts concerning the submission of the status report of the relevant parent company, etc.

(2)The provisions of the preceding paragraph apply mutatis mutandis to cases where a foreign parent company, etc. intends to submit a document containing the matters to be stated in the status report of a parent company, etc., that is written in English (such document is referred to as the "status report of foreign parent company, etc." in Article 19-7 and Article 19-8) pursuant to the provisions of Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act (including as applied mutatis mutandis pursuant to paragraph (6) of that Article and cases where these provisions are applied mutatis mutandis pursuant to Article 27 of the Act; the same applies in Article 19-7 and Article 19-8).

Article 19-5(1)The company specified by Cabinet Office Order, referred to in Article 24-7, paragraph (1) of the Act, is, when securities of which the issuer is a parent company, etc. are listed on a foreign financial instruments exchange and documents concerning corporate affairs, etc. are disclosed based on the laws and regulations of the country in which the relevant foreign financial instruments exchange is established or based on the rules of the relevant foreign financial instruments exchange, or when the relevant securities are of the same nature as over-the-counter traded securities and their state of distribution in the country where the sale and purchase of the relevant securities is mainly conducted is equivalent to the securities listed on a financial instruments exchange, and the documents concerning corporate affairs, etc. are disclosed based on the laws and regulations, etc. of that country, a company that is in a position to have the relevant documents inspected in Japan.

(2)A parent company, etc. that is to submit a status report of a parent company, etc. pursuant to the provisions of Article 24-7, paragraphs (1) and (2) of the Act (including as applied mutatis mutandis pursuant to paragraph (6) of that Article and Article 27 of the Act) must prepare three copies of the status report of a parent company, etc. using the form specified in the following items according to the category listed in those respective items and submit them to the director-general of the local finance bureau, etc.:

(3)The following documents must be attached to the status report of a parent company, etc. which is to be submitted by a foreign parent company, etc.In this case, when the relevant documents have not been written in Japanese, Japanese translations thereof must be attached:

Article 19-6(1)When a foreign parent company, etc. that is to submit a status report of a parent company, etc., referred to in Article 24-7, paragraph (1) of the Act, intends to obtain the approval prescribed in the proviso to Article 4-5 of the Order, the foreign parent company, etc. must submit a written application for approval containing the following matters to the director-general of the local finance bureau, etc.:

(2)The provisions of Article 19-4, paragraph (1) apply mutatis mutandis to cases where a foreign parent company, etc. submits the written application for approval under the preceding paragraph.

(3)The following documents must be attached to the written application for approval under paragraph (1):

(4)If the application for approval set forth in paragraph (1) has been filed, when the director-general of the local finance bureau, etc. finds that the foreign parent company, etc. is not able to submit the status report of the parent company, etc. within three months after the business year ends (when the approval under that paragraph is obtained for the submission of the status report of the parent company, etc. pertaining to the relevant business year, within the period approved) due to the laws and regulations or practices in its state or for any other inevitable grounds, the director-general of the local finance bureau, etc. is to approve the status report of the parent company, etc. pertaining to each business year during the period from the business year which includes the date on which the relevant application has been filed (if the date is a day within three months after the commencement of the business year (when the relevant approval is obtained for the submission of the status report of the parent company, etc. pertaining to the immediately preceding business year, within the period approved), the immediately preceding business year) to the business year immediately preceding the business year which includes the date on which the matters prescribed in item (iii) of that paragraph pertaining to the relevant application are extinguished or changed.

(5)The approval under the preceding paragraph (limited to cases where the grounds prescribed in paragraph (1), item (iii) are the laws and regulations or practices of the state) is to be granted on the condition that the foreign parent company, etc. under the preceding paragraph submits a document stating the following matters to the director-general of the local finance bureau, etc. within three months after the end of every business year; provided, however, that when a document stating the matters listed in item (ii) has the same content as documents which have been submitted within five years before the submission of the aforementioned document, the submission of the relevant document may be omitted:

(6)If the grounds prescribed in paragraph (1), item (iii) pertaining to the approval under paragraph (4) have been extinguished or changed, the director-general of the local finance bureau, etc. may change the period pertaining to the approval under paragraph (4) or may cancel the relevant approval from then on.

(7)When documents listed in paragraph (3) and paragraph (5) have not been written in Japanese, Japanese translations thereof must be attached.

Article 19-7The cases specified by Cabinet Office Order prescribed in Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act are the cases where the Commissioner of the Financial Services Agency approves the submission of a status report of foreign parent company, etc. in lieu of a status report of parent company, etc. by a foreign parent company, etc., which is to submit a status report of parent company, etc. as a case that would not impair the public interest or protection of investors, in light of its terminology, forms, and preparation methods.

Article 19-8(1)A foreign parent company, etc. which intends to submit a status report of a foreign parent company, etc. pursuant to the provisions of Article 24, paragraph (8) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act must submit three copies of the status report of the foreign parent company, etc. and the supplementary documents thereto (meaning the supplementary documents prescribed in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act) to the director-general of the local finance bureau, etc.

(2)The matters specified by Cabinet Office Order as necessary and appropriate for the public interest or protection of investors among the matters stated in the status report of a foreign parent company, etc., referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act, are the matters equivalent to the matters to be stated in "2. Financial Statements, etc." in Form 10-3.

(3)The other documents specified by Cabinet Office Order, referred to in Article 24, paragraph (9) of the Act as applied mutatis mutandis pursuant to Article 24-7, paragraph (5) of the Act, are as follows:

(4)When documents listed in item (iii) and item (iv) of the preceding paragraph have not been written in Japanese or English, Japanese or English translations thereof must be attached.

Article 20(1)In cases of submitting a written notice of securities, shelf registration supplements, a written notice of shelf registration, and documents pertaining to an application under Article 25, paragraph (4) of the Act (limited to documents pertaining to the approval for not making the shelf registration supplements and the attached documents available for public inspection), and the attached documents thereto, when the reporting company is a domestic company, or in cases of submitting a securities registration statement, shelf registration statements, a written withdrawal of shelf registration, an annual securities report, a confirmation letter, a quarterly securities report, a semiannual securities report, an extraordinary report, a share buyback report, the written application for approval under Article 15-3, paragraph (1), the written application for approval under Article 4, paragraph (1) of the Order, documents pertaining to the application under Article 25, paragraph (4) of the Act (limited to documents other than those pertaining to the approval for not making the shelf registration supplements and the attached documents thereto available for public inspection) and the documents prescribed in Article 16, paragraph (5) and the attached documents thereto, when the reporting company is a domestic company that falls under any of the following items, the relevant documents must be submitted to the director-general of the local finance bureau, etc. who has jurisdiction over the location of the head office or principal office of the relevant domestic company:

(2)In cases of submitting the documents prescribed in the preceding paragraph, when the reporting company is a company other than the one prescribed in that paragraph, the documents must be submitted to the Director-General of the Kanto Local Finance Bureau.

(3)A parent company, etc. that submits a status report of a parent company, etc., documents pertaining to an application under Article 25, paragraph (4) of the Act (limited to those prescribed in item (xii) of paragraph (1) of that Article), the written application for approval prescribed in Article 19-6, paragraph (1), and the attached documents thereof must submit the relevant documents to the same director-general of the local finance bureau, etc. as the director-general of the local finance bureau, etc. to whom a subsidiary company submitting annual securities reports (meaning a subsidiary company submitting annual securities reports as prescribed in Article 24-7, paragraph (1) of the Act; the same applies in item (ii) of the following Article, Article 22, paragraph (1), item (ii), and paragraph (3) of that Article) submits an annual securities report.

(4)The documents concerning amendment or change to the documents which have been submitted to the director-general of the local finance bureau, etc. pursuant to the provisions of the preceding three paragraphs must be submitted to the relevant director-general of the local finance bureau, etc.; provided, however, that when those documents are submitted in response to an order by the Commissioner of the Financial Services Agency for submission of an amendment, amendment report or amendment confirmation letter pursuant to the provisions of Article 9, paragraph (1) or Article 10, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 24-2, paragraph (1), Article 24-4-3, paragraph (1), Article 24-4-7, paragraph (4), Article 24-5, paragraph (5), Article 24-6, paragraph (2) or Article 24-7, paragraph (3) of the Act or those provisions (excluding Article 24-6, paragraph (2) of the Act) are applied mutatis mutandis pursuant to Article 27 of the Act) or an amended shelf registration statement pursuant to the provisions of Article 23-9, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act) or Article 23-10, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to paragraph (5) of that Article or cases where those provisions are applied mutatis mutandis pursuant to Article 27 of the Act), they are to be submitted to the Commissioner of the Financial Services Agency.

Article 21(1)The documents listed in the items of Article 25, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act; the same applies hereinafter) are to be kept and made available for public inspection at the local finance bureau or at the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as a "local finance bureau, etc." in this Article) as specified in the following items according to the category of documents listed in the respective items:

(2)Notwithstanding the provisions of the preceding paragraph, if the holder of the securities pertaining to second distribution of securities stated in the documents listed in Article 25, paragraph (1), items (i) through (iii) of the Act is an individual, the director-general of the local finance bureau, etc. is not to make available for public inspection the portion of the holder's address information except for the municipality (including a special ward, and, in case of the cities designated under Article 252-19, paragraph (1) of the Local Autonomy Act (Act No. 67 of 1947), a ward or administratively consolidated ward; the same applies in paragraph (4) of the following Article and Article 23, paragraph (2)); provided, however, that this does not apply if the person who submitted the document has made an offer to the director-general of the local finance bureau, etc. to make the portion of the holder's address information available for public inspection.

Article 22(1)A domestic company or a domestic parent company, etc. that has submitted the documents listed in the items of Article 25, paragraph (1) of the Act is to make copies of these documents available for public inspection pursuant to the provisions of paragraph (2) of that Article (including as applied mutatis mutandis pursuant to Article 27 of the Act) at the head office or principal office and the principal branch office (meaning a principal branch office as prescribed in the following paragraph and including as applied mutatis mutandis pursuant to paragraph (3); the same applies hereinafter) of the company specified in the following items according to the category of the documents listed in those respective items, during its business hours or hours of operation:

(2)The principal branch office means a branch office (regardless of the name, meaning a branch office registered pursuant to the provisions of Article 911, paragraph (3) of the Companies Act as a branch office listed in item (iii) of that paragraph, a branch office registered pursuant to the provisions of Article 930, paragraph (1) of that Act as a branch office listed in item (v) of that paragraph, an office registered pursuant to the provisions of governing law listed in Article 2, paragraph (3) of the Act on Preferred Equity Investment, and an office registered pursuant to the provisions of Article 64, paragraph (2), item (ii) of the Insurance Business Act; hereinafter the same applies in this paragraph) when the total number of shareholders (including ordinary equity investors and preferred equity investors as prescribed in Article 2, paragraph (4) of the Act on Preferred Equity Investment, and members of the mutual company as prescribed in Article 2, paragraph (5) of the Insurance Business Act; hereinafter the same applies in this paragraph) of a reporting company that has taken up residence in the prefecture where the relevant branch office is located exceeds five percent of the total number of shareholders of the reporting company as of the last day of the most recent business year, and when there are two or more principal branch offices in the same prefecture, one of them is the relevant principal branch office, and a branch office located in the same prefecture as the head office is excluded.

(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a foreign company that has branch offices or an office in Japan, the principal branch offices of the relevant foreign company that are located in Japan, and a subsidiary company submitting annual securities reports of a foreign parent company, etc. that is located in Japan.

(4)Notwithstanding the provisions of paragraph (1), if the holder of the securities pertaining to second distribution of securities stated in the documents listed in Article 25, paragraph (1), items (i) through (iii) of the Act is an individual, the person who submitted the documents listed in the items of paragraph (1) is not to make available for public inspection the portion of the holder's address information except for the municipality; provided, however, that this does not apply when such portion is made available for public inspection pursuant to the provisions of the proviso to paragraph (2) of the preceding Article.

Article 23(1)A financial instruments exchange and an authorized financial instruments firms association must make copies of the documents listed in the items of Article 25, paragraph (1) of the Act available for public inspection during their hours of operation, pursuant to the provisions of Article 25, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 27 of the Act).

(2)Notwithstanding the provisions of the preceding paragraph, if the holder of the securities subject to second distribution of securities stated in the documents listed in Article 25, paragraph (1), items (i) through (iii) of the Act is an individual, the financial instruments exchange and authorized financial instruments firms association are not to make available for public inspection the portion of the holder's address information except for the municipality; provided, however, that this does not apply when such portion is made available for public inspection pursuant to the provisions of the proviso to Article 21, paragraph (2).

Article 23-2(1)The cases specified by Cabinet Office Order, referred to in Article 27-30-9, paragraph (1) of the Act, are the cases where a person who intends to provide the matters stated in the prospectus prescribed in that paragraph (hereinafter simply referred to as the "prospectus" in this Article) (hereinafter such person is referred to as the "prospectus provider" in this Article), has indicated in advance the type and contents of the methods listed in the items of the following paragraph (hereinafter referred to as the "electronic or magnetic means" in this Article) to the person who is to receive a prospectus (hereinafter such person is referred to as a "prospectus recipient" in this Article) pursuant to paragraph (5) and obtained consent therefrom by electronic or magnetic means or by telephone or any other means.

(2)The means specified by Cabinet Office Order, referred to in Article 27-30-9, paragraph (1) of the Act, are the following means:

(3)The methods listed in the items of the preceding paragraph must conform to the following standards:

(4)The term "electronic data processing system" as used in paragraph (2), (i) means an electronic data processing system that links a computer used by the prospectus provider, etc. and a computer used by the prospectus recipient, etc. or prospectus provider, etc. on which the prospectus recipient file is stored via a telecommunications line.

(5)The type and contents of the method to be indicated pursuant to the provisions of paragraph (1) are the following matters:

(6)When the prospectus recipient states, by electronic or magnetic means, to the effect that the relevant prospectus recipient is not to receive provision of the stated matters by electronic or magnetic means, the prospectus provider who had obtained consent under paragraph (1) must not provide the stated matters to the relevant prospectus recipient by electronic or magnetic means; provided, however, that this does not apply if the relevant prospectus recipient has given consent again under that paragraph.

Article 23-3(1)The cases specified by Cabinet Office Order, as referred to in Article 27-30-9, paragraph (1), which is applied mutatis mutandis pursuant to paragraph (2) of that Article, are the cases where a person who intends to provide the matters to be stated (hereinafter referred to as the "matters to be stated" in this Article) in the document prescribed in 27-30-9, paragraph (2) of the Act (hereinafter such person is referred to as the "document deliverer" in this Article), has indicated in advance the type and contents of the methods listed in the items of the following paragraph (hereinafter referred to as the " electronic or magnetic means" in this Article) to a person who is to receive documents (hereinafter such person is referred to as the "document recipient" in this Article) pursuant to paragraph (5), and obtained approval therefrom by electronic or magnetic means or by telephone or any other means.

(2)The means specified by Cabinet Office Order, referred to in Article 27-30-9, paragraph (1) of the Act, which is applied mutatis mutandis pursuant to paragraph (2) of that Article, are the following means:

(3)The methods listed in the items of the preceding paragraph must be those that enable a document recipient to prepare a document by outputting the records in the file.

(4)The term "electronic data processing system" as used in paragraph (2), item (i) means an electronic data processing system that connects a computer used by a document deliverer and a computer used by a document recipient via a telecommunications line.

(5)The type and contents of the method to be indicated pursuant to the provisions of paragraph (1) are the following matters:

(6)When the document recipient states, by electronic or magnetic means or by telephone or any other means, to the effect that the relevant document recipient is not to receive provision of the matters to be stated by electronic or magnetic means, the document deliverer who had obtained consent under paragraph (1) must not provide the matters to be stated by electronic or magnetic means to the relevant document recipient; provided, however, that this does not apply if the relevant document recipient has given the consent again under that paragraph.

Article 23-4The provisions of Article 23-2 (excluding paragraph (2), item (i), (d) of that Article, and paragraph (3), item (iii), item (iv), (b), and item (v) of that Article) apply mutatis mutandis to cases where Article 27-30-9, paragraph (1) of the Act is applied mutatis mutandis pursuant to paragraph (2) of that Article (limited to the documents that are to be delivered pursuant to the provisions of Article 23-14, paragraph (2) of the Act).In this case, the phrase "from the time when the Prospectus has been provided" in Article 23-2, paragraph (3), paragraph (iv) is deemed to be replaced with "from the last day when the transaction referred to in the matters to be stated was conducted."