Financial Instruments and Exchange Act(Act No. 25 of 1948)
Last Version: Act No. 68 of 2022
TOC
History

  • July 25, 2023
    • Last Version: Act No. 68 of 2022
    • Translated Date: May 15, 2023
    • Dictionary Version: 15.0
  • March 3, 2021
    • Last Version: Act No. 28 of 2019
    • Translated Date: June 11, 2020
    • Dictionary Version: 14.0
  • December 12, 2019
    • Last Version: Act No. 46 of 2017
    • Translated Date: March 26, 2015
    • Dictionary Version: 9.0
  • January 23, 2015
    • Last Version: Act No. 32 of 2010
    • Translated Date: June 2, 2010
    • Dictionary Version: 5.0
  • July 13, 2010
    • Last Version: Act No. 109 of 2006
    • Translated Date: June 16, 2009
    • Dictionary Version: 3.0

Financial Instruments and Exchange Act (Any data that the title of a law indicates to be a "Tentative translation" has not yet been proofread or corrected by a native English speaker or legal translation expert; this data may be revised in the future.Tentative translation)
Act No. 25 of April 13, 1948
Chapter I General Provisions (Article 1 - Article 2-2)
Chapter II Disclosure of Corporate Affairs (Article 2-3 - Article 27)
Chapter II-2 Disclosure in a Tender Offer
Section 1 Tender Offers for Share Certificates by Persons Other Than the Issuer (Article 27-2 - Article 27-22)
Section 2 Tender Offers for Listed Share Certificates by the Issuer (Article 27-22-2 - Article 27-22-4)
Chapter II-3 Disclosure of the Status of Large-Volume Holdings in Share Certificates (Article 27-23 - Article 27-30)
Chapter II-4 Special Rules on Procedures Undertaken Using an Electronic Data Processing System for Disclosure (Article 27-30-2 - Article 27-30-11)
Chapter II-5 Provision or Disclosure of Specified Information on Securities (Article 27-31 - Article 27-35)
Chapter II-6 Disclosure of Material Information (Article 27-36 - Article 27-38)
Chapter III Financial Instruments Business Operators
Section 1 General Provisions
Subsection 1 General Rules (Article 28)
Subsection 2 Financial Instruments Business Operators (Article 29 - Article 31-5)
Subsection 3 Major Shareholders (Article 32 - Article 32-4)
Subsection 4 Registered Financial Institutions (Article 33 - Article 33-8)
Subsection 5 Professional Investors (Article 34 - Article 34-5)
Section 2 Services
Subsection 1 General Rules (Article 35 - Article 40-7)
Subsection 2 Special Provisions on Investment Advisory Business (Article 41 - Article 41-5)
Subsection 3 Special Provisions on Investment Management Business (Article 42 - Article 42-8)
Subsection 4 Special Provisions on Securities Management (Article 43 - Article 43-4)
Subsection 5 Special Provisions on Electronic Public Offering Services (Article 43-5)
Subsection 6 Special Provisions on Cryptoasset-Related Business (Article 43-6)
Subsection 7 Preventive Measures against Adverse Effects (Article 44 - Article 44-4)
Subsection 8 Miscellaneous Provisions (Article 45)
Section 3 Accounting
Subsection 1 Financial Instruments Business Operators Engaged in Type-I Financial Instruments Business (Article 46 - Article 46-6)
Subsection 2 Financial Instruments Business Operators Not Engaged in Type-I Financial Instruments Business (Article 47 - Article 47-3)
Subsection 3 Registered Financial Institutions (Article 48 - Article 48-3)
Subsection 4 Special Rules for Foreign Corporations (Article 49 - Article 49-5)
Section 4 Supervision (Article 50 - Article 57)
Section 4-2 Special Provisions on Special Financial Instruments Business Operators
Subsection 1 Special Financial Instruments Business Operators (Article 57-2 - Article 57-11)
Subsection 2 Designated Parent Companies (Article 57-12 - Article 57-25)
Subsection 3 Miscellaneous Provisions (Article 57-26 - Article 57-27)
Section 5 Special Rules for Foreign Companies Related to Financial Instrument Business
Subsection 1 Foreign Securities Services Providers (Article 58 and Article 58-2)
Subsection 2 Permission for Some Underwriting Activities (Article 59 - Article 59-6)
Subsection 3 Permission for On-Exchange Transaction Services (Article 60 - Article 60-13)
Subsection 4 Permission for the Business of Conducting Electronic Over-the-Counter Derivatives Transactions, etc. (Article 60-14)
Subsection 5 Persons Engaging in Investment Advisory Business or Investment Management Business in a Foreign State (Article 61)
Subsection 6 Establishment of Facilities for Collecting Information (Article 62)
Section 6 Special Rules on Specially Permitted Services for Qualified Institutional Investors (Article 63 - Article 63-7)
Section 6-2 Special Rules on Specially Permitted Services for Foreign Investors (Article 63-8 - Article 63-15)
Section 7 Sales Representatives (Article 64 - Article 64-9)
Section 8 Miscellaneous Provisions (Article 65 - Article 65-6)
Chapter III-2 Financial Instruments Intermediary Service Providers
Section 1 General Provisions (Article 66 - Article 66-6)
Section 2 Services (Article 66-7 - Article 66-15)
Section 3 Accounting (Article 66-16 - Article 66-18)
Section 4 Supervision (Article 66-19 - Article 66-23)
Section 5 Miscellaneous Provisions (Article 66-24 - Article 66-26)
Chapter III-3 Credit Rating Agencies
Chapter III-4 High-Speed Traders
Section 1 General Provisions (Article 66-50 - Article 66-54)
Section 2 Services (Article 66-55 - Article 66-57)
Section 3 Accounting (Article 66-58 - Article 66-59)
Section 4 Supervision (Article 66-60 - Article 66-67)
Section 5 Miscellaneous Provisions (Article 66-68 - Article 66-70)
Chapter IV Financial Instruments Firms Associations
Section 1 Authorized Financial Instruments Firms Associations
Subsection 1 Incorporation and Services (Article 67 - Article 67-20)
Subsection 2 Association Members (Article 68 and Article 68-2)
Subsection 3 Management (Article 69 - Article 72)
Subsection 4 Supervision (Article 73 - Article 76)
Subsection 5 Miscellaneous Provisions (Article 77 - Article 77-7)
Section 2 Certified Financial Instruments Business Associations
Subsection 1 Certification and Services (Article 78 - Article 79)
Subsection 2 Supervision (Article 79-2 - Article 79-6)
Section 3 Certified Investor Protection Organizations (Article 79-7 - Article 79-19)
Chapter IV-2 Investor Protection Funds
Section 1 General Provisions (Article 79-20 - Article 79-25)
Section 2 Members (Article 79-26 - Article 79-28)
Section 3 Incorporation (Article 79-29 - Article 79-33)
Section 4 Management (Article 79-34 - Article 79-48)
Section 5 Services (Article 79-49 - Article 79-62)
Section 6 Dues (Article 79-63 - Article 79-67)
Section 7 Finances and Accounts (Article 79-68 - Article 79-74)
Section 8 Supervision (Article 79-75 - Article 79-77)
Section 9 Dissolution (Article 79-78 - Article 79-80)
Chapter V Financial Instruments Exchanges
Section 1 General Provisions (Article 80 - Article 87-9)
Section 2 Financial Instruments Membership Corporations, Self-Regulatory Organizations, and Stock Companies That Operate Financial Instruments Exchange Markets
Subsection 1 Financial Instruments Membership Corporations
Division 1 Incorporation (Article 88 - Article 88-22)
Division 2 Registration (Article 89 - Article 90)
Division 3 Members (Article 91 - Article 96)
Division 4 Administration (Article 97 - Article 99)
Division 5 Dissolution (Article 100 - Article 100-25)
Division 6 Organizational Conversion (Article 101 - Article 102)
Subsection 1-2 Self-Regulatory Organizations
Division 1 Incorporation (Article 102-2 - Article 102-7)
Division 2 Registration (Article 102-8 - Article 102-11)
Division 3 Members (Article 102-12 and Article 102-13)
Division 4 Self-Regulatory Services (Article 102-14 - Article 102-20)
Division 5 Administration (Article 102-21 - Article 102-34)
Division 6 Dissolution (Article 102-35 - Article 102-39)
Subsection 2 Stock Companies That Operate Financial Instruments Exchange Markets
Division 1 General Provisions (Article 103 - Article 105-3)
Division 2 Self-Regulatory Committees (Article 105-4 - Article 106-2)
Division 3 Major Shareholders (Article 106-3 - Article 106-9)
Division 4 Financial Instruments Exchange Holding Companies (Article 106-10 - Article 109)
Section 3 The Purchase and Sale of Securities on a Financial Instruments Exchange Market (Article 110 - Article 133-2)
Section 4 Dissolution of a Financial Instruments Exchange
Subsection 1 Dissolution (Article 134 and Article 135)
Subsection 2 Mergers
Division 1 General Rules (Article 136)
Division 2 Mergers between an Incorporated Association-Operated Financial Instruments Exchange and an Incorporated Association-Operated Financial Instruments Exchange (Article 137 and Article 138)
Division 3 Mergers between an Incorporated Association-Operated Financial Instruments Exchange and an Incorporated Financial Instruments Exchange (Article 139 and Article 139-2)
Division 4 Merger Procedures for Incorporated Association-Operated Financial Instruments Exchanges (Article 139-3 - Article 139-6)
Division 5 Merger Procedures for Incorporated Financial Instruments Exchanges (Article 139-7 - Article 139-21)
Division 6 The Coming into Effect of a Merger (Article 140 - Article 147)
Section 5 Supervision (Article 148 - Article 153-5)
Section 6 Miscellaneous Provisions (Article 154 and Article 154-2)
Chapter V-2 Foreign Financial Instruments Exchanges
Section 1 General Provisions (Article 155 - Article 155-5)
Section 2 Supervision (Article 155-6 - Article 155-10)
Section 3 Miscellaneous Provisions (Article 156)
Chapter V-3 Financial Instruments Clearing Organizations
Section 1 Financial Instruments Clearing Organizations (Article 156-2 - Article 156-20)
Section 2 Foreign Financial Instruments Clearing Organizations (Article 156-20-2 - Article 156-20-15)
Section 3 Interoperation between a Financial Instruments Clearing Organization and Other Financial Instruments Clearing Organizations (Article 156-20-16 - Article 156-20-22)
Section 4 Miscellaneous Provisions (Article 156-20-23 and Article 156-22)
Chapter V-4 Securities Finance Companies (Article 156-23 - Article 156-37)
Chapter V-5 Designated Dispute Resolution Organizations
Section 1 General Provisions (Article 156-38 - Article 156-41)
Section 2 Services (Article 156-42 - Article 156-54)
Section 3 Supervision (Article 156-55 - Article 156-61)
Chapter V-6 Trade Repositories
Section 1 Centralization of Clearing (Article 156-62)
Section 2 Archiving and Reporting Transaction Information (Article 156-63 - Article 156-66)
Section 3 Trade Repositories (Article 156-67 - Article 156-84)
Chapter V-7 Specified Financial Index Calculation Agents (Article 156-85 - Article 156-92)
Chapter VI Regulations on Transactions of Securities (Article 157 - Article 17-2)
Chapter VI-2 Administrative Surcharges
Section 1 Payment Order (Article 172 - Article 177)
Section 2 Administrative Hearing Proceedings (Article 178 - Article 185-17)
Section 3 Litigation (Article 185-18)
Section 4 Miscellaneous Provisions (Article 185-19 - Article 185-21)
Chapter VI-3 Regulations on Transactions of Cryptoassets (Article 185-22 - Article 185-24)
Chapter VII Miscellaneous Provisions (Article 186 - Article 196-2)
Chapter VIII Penal Provisions (Article 197 - Article 209-3)
Chapter VIII-2 Special Rules on Procedures Concerning Confiscation (Article 209-4 - Article 209-7)
Chapter IX Investigations in Criminal Cases (Article 210 - Article 226)
Supplementary Provisions
Chapter I General Provisions
(Purpose)
Article 1The purpose of this Act is to ensure fairness in, inter alia, the issuance of securities and transactions of financial instruments, etc. and to facilitate the smooth distribution of securities, as well as to achieve fair price formation for financial instruments, etc. through the full utilization of the functions of the capital markets, by, inter alia, streamlining systems for the disclosure of corporate affairs, specifying the necessary particulars relevant to persons conducting financial instruments business, and ensuring the appropriate operation of financial instruments exchanges, thereby contributing to the sound development of the national economy and the protection of investors.
(Definitions)
Article 2(1)The term "securities" as used in this Act means the following:
(i)national government bonds;
(ii)municipal bonds;
(iii)debentures issued by a corporation pursuant to a special Act (excluding those set forth in the following item and item (xi));
(iv)specified corporate bonds prescribed in the Act on the Securitization of Assets (Act No. 105 of 1998);
(v)corporate bond certificates (including those issued by a mutual company; the same applies hereinafter);
(vi)investment securities issued by a corporation incorporated pursuant to a special Act (excluding those set forth in the following item, item (viii) and item (xi));
(vii)preferred equity investment certificates prescribed in the Act on Preferred Equity Investment by Cooperative Financial Institutions (Act No. 44 of 1993; hereinafter referred to as the "Act on Preferred Equity Investment");
(viii)preferred equity securities and securities indicating a right to subscribe for preferred equity which are prescribed in the Act on the Securitization of Assets;
(ix)share certificates and share option certificates;
(x)beneficiary certificates of an investment trust or foreign investment trust which are prescribed in the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951);
(xi)investment securities, investment equity subscription right certificates, or investment corporation bond certificates or foreign investment securities prescribed in the Act on Investment Trusts and Investment Corporations;
(xii)beneficiary certificates of loan trusts;
(xiii)beneficiary certificates of special purpose trusts prescribed in the Act on the Securitization of Assets;
(xiv)beneficiary certificates of beneficiary certificate-issuing trusts prescribed in the Trust Act (Act No. 108 of 2006);
(xv)promissory notes specified by Cabinet Office Order which have been issued by a corporation in order to raise the funds necessary for business;
(xvi)mortgage securities prescribed in the Mortgage Securities Act (Act No. 15 of 1931);
(xvii)instruments or certificates issued by a foreign state or foreign person, and which have the nature of the instruments and certificates set forth in items (i) through (ix) or item (xii) through the preceding item (excluding those specified in the following item);
(xviii)instruments or certificates which are specified by Cabinet Office Order, which are issued by a foreign person, and which indicate a beneficial interest in a trust that holds the loan claims of a person operating in the banking business or a person otherwise providing money loans on a regular basis, or indicate any other similar rights;
(xix)instruments or certificates that indicate the right to a transaction specified in paragraph (21), item (iii) which is conducted on a financial instruments market, in accordance with the standards and means prescribed by the person operating the financial instruments market, right to a transaction that is conducted on a foreign financial instruments market (meaning a foreign financial instruments market provided for in paragraph (8), item (iii), (b); hereinafter the same applies in this item) and which is similar to the transaction specified in paragraph (21), item (iii) (excluding those associated with financial instruments (limited to those listed in paragraph (24), item (iii)-3) or financial indicators (limited to the prices of the relevant financial instruments and the figures calculated based thereon), or the right to a transaction specified in paragraph (22), item (iii) or (iv) which is conducted in neither a financial instruments market nor a foreign financial instruments market (such rights are hereinafter referred to as "options");
(xx)instruments or certificates which the person with whom instruments or certificates set forth in the preceding items has been deposited issues in a state other than the state in which the deposited instruments or certificates were issued, and which indicate a right to the deposited instruments or certificates; and
(xxi)instruments or certificates other than those set forth in the preceding items, which are specified by Cabinet Order as those with regard to which, in consideration of transferability and other factors, it is found to be necessary to ensure the public interest or the protection of investors.
(2)The rights that must be indicated on securities set forth in items (i) through (xv) of the preceding paragraph, on securities set forth in item (xvii) of that paragraph (excluding those with the nature of securities set forth in item (xvi) of that paragraph), and on securities set forth in item (xviii) of that paragraph (in the case of the rights that must be indicated on securities set forth in item (xiv) of that paragraph and securities set forth in item (xvii) of that paragraph (limited to those that have the nature of securities set forth in item (xiv) of that paragraph), excluding rights which fall under Article 2, paragraph (5), item (iii) or item (iv) of the Payment Services Act (Act No. 59 of 2009), and which are specified by Cabinet Order as rights in connection with which there is found to be no compromise to the public interest or to the protection of investors even if the rights are not deemed to be securities); and the rights that must be indicated on the securities set forth in item (xvi) of the preceding paragraph, securities set forth in item (xvii) of that paragraph (limited to those with the nature of securities set forth in item (xvi) of that paragraph), and securities set forth in items (xix) through (xxi) of that paragraph which are specified by Cabinet Office Order (hereinafter collectively referred to as "rights that must be indicated on securities" in this and the following paragraphs) are deemed to be the securities indicating these rights even if securities indicating these rights have not been issued; the electronically recorded monetary claims (meaning the electronically recorded monetary claims set forth in Article 2, paragraph (1) of the Electronically Recorded Monetary Claims Act (Act No. 102 of 2007); hereinafter the same applies in this paragraph) specified by Cabinet Order as those which, in consideration of transferability and other circumstances, it is found to be necessary to deem corporate bond certificates or any other securities specified in the items of the preceding paragraph (referred to as the "specified electronically recorded monetary claims" in item (vii) and the following paragraph), are deemed to be such securities; the rights set forth in the following items are deemed to be the relevant securities even if they are not rights which must be indicated on instruments or certificates; and the provisions of this Act apply:
(i)a beneficial interest in a trust (excluding a beneficial interest that must be indicated on the beneficiary certificates of an investment trust specified in item (x) of the preceding paragraph and a beneficial interest that must be indicated on securities set forth in any of items (xii) through (xiv) of that paragraph, and a beneficial interest which falls under Article 2, paragraph (5), item (iii) or item (iv) of the Payment Services Act and which is specified by Cabinet Order as a beneficial interest in connection with which there is found to be no compromise to the public interest or to the protection of investors even if the rights are not deemed to be securities);
(ii)rights that are claimable against a foreign person and which have the nature of the rights specified in the preceding item (excluding rights that must be indicated on the beneficiary certificates of a foreign investment trust specified in item (x) of the preceding paragraph and rights that must be indicated on securities set forth in item (xvii) or item (xviii) of that paragraph);
(iii)the membership rights of a general partnership company or limited partnership company (limited to rights specified by Cabinet Order) or membership rights of a limited liability company;
(iv)the membership rights of a foreign corporation which have the nature of rights specified in the preceding item;
(v)among the rights based on a partnership contract provided for in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896), a silent partnership agreement provided for in Article 535 of the Commercial Code (Act No. 48 of 1899), a limited partnership agreement for investment provided for in Article 3, paragraph (1) of the Limited Partnership Act for Investment (Act No. 90 of 1998), or a limited liability partnership agreement provided for in Article 3, paragraph (1) of the Limited Liability Partnership Act (Act No. 40 of 2005), membership rights in an incorporated association or other rights (excluding rights based on foreign laws and regulations) the holder of which (hereinafter referred to as an "equity holder" in this item) can receive dividends of profits arising from business that is conducted using the money (including anything specified by Cabinet Order as being similar to money) invested or contributed by the equity holder (such business is hereinafter referred to as "business subject to investment" in this item) or a distribution of the assets of the business subject to investment, which do not fall under any of the following categories (excluding rights that must be indicated on securities set forth in the items of the preceding paragraph and rights deemed to be securities pursuant to the provisions of this paragraph (excluding this item)):
(a)rights of an equity holder in cases specified by Cabinet Order as those in which all of the equity holders participate in the business subject to investment;
(b)rights of an equity holder, if it is provided that equity holders will not receive dividends of profits or a distribution of the assets of the business subject to investment in an amount exceeding the amount invested or contributed by them (excluding rights set forth in (a));
(c)rights based on an insurance contract in which a person that engages in the insurance business prescribed in Article 2, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995) is the insurer, a mutual aid contract concluded with a cooperative prescribed in Article 5 of the Agricultural Cooperatives Act (Act No. 132 of 1947) which engages in the services prescribed in Article 10, paragraph (1), item (x) of that Act, a mutual aid contract concluded with a cooperative prescribed in Article 4 of the Consumer Cooperatives Act (Act No. 200 of 1948) which engages in the mutual aid services prescribed in Article 10, paragraph (2) of that Act, a mutual aid contract concluded with a cooperative prescribed in Article 2 of the Fisheries Cooperatives Act (Act No. 242 of 1948) which engages in the services prescribed in Article 11, paragraph (1), item (xii), Article 93, paragraph (1), item (vi)-2 or Article 100-2, paragraph (1), item (i) of that Act, a mutual aid contract concluded with a cooperative prescribed in Article 3 of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949) which engages in the mutual aid services prescribed in Article 9-2, paragraph (7) of that Act, or a specified joint real estate venture contract prescribed in Article 2, paragraph (3) of the Specified Joint Real Estate Ventures Act (Act No. 77 of 1994) (excluding a contract such as that concluded with the special enterprise prescribed in paragraph (12) of that Article) (excluding rights set forth in (a) and (b)); or
(d)rights other than those set forth in (a) through (c), which are specified by Cabinet Order as rights in connection with which there is found to be no compromise to the public interest or to the protection of equity holders even if the rights are not deemed to be securities;
(vi)rights based on foreign laws and regulations which are similar to those specified in the preceding item; or
(vii)rights other than specified electronically recorded monetary claims and the rights set forth in the preceding items, which are specified by Cabinet Order as rights in connection with which it is found that, in consideration of their economic nature being similar to securities prescribed in the preceding paragraph and rights set forth in the preceding items and in consideration of other circumstances, it is necessary and appropriate to ensure the public interest or the protection of investors, by deeming these rights to be securities.
(3)The term "public offering of securities" as used in this Act means, among solicitations of offers to acquire newly issued securities (including acts specified by Cabinet Office Order as being similar to such solicitation (such acts are referred to as "acts similar to solicitation for acquisition" in the following paragraph); hereinafter referred to as "solicitation for acquisition"), the solicitation for acquisition in cases provided for in item (i) or item (ii) below, which is issued with regard to securities set forth in the items of paragraph (1), rights that must be indicated on securities, specified electronically recorded monetary claims, or the rights set forth in the items of that paragraph (but only if they are indicated as a financial value (limited to one that is recorded on an electronic device or any other such object by electronic means) which can be transferred by using an electronic data processing system (excluding the cases that are specified by Cabinet Office Order in consideration of transferability and other circumstances); hereinafter referred to as "electronically recorded transferable rights") that are deemed to be securities under the preceding paragraph (such securities or rights are referred to as the "paragraph (1) securities" in the following paragraph, paragraph (6) of this Article, Article 2-3, paragraphs (4) and (5), and Article 23-13, paragraph (4)); and the solicitation for acquisition in cases provided for in item (iii) below, which is issued with regard to rights that are deemed to be securities under the items of the preceding paragraph (excluding electronically recorded transferable rights; such rights are referred to as the "paragraph (2) securities" in the following paragraph, Article 2-3, paragraphs (4) and (5), and Article 23-13, paragraph (4)); the term "private placement of securities" means solicitation for acquisition which does not come within the purview of a public offering of securities:
(i)cases specified by Cabinet Order as those in which the solicitation for acquisition is issued (unless the solicitation is issued only to professional investors) to a large number of persons (other than qualified institutional investors (meaning persons specified by Cabinet Office Order as having expert knowledge of and experience with investment in securities; the same applies hereinafter), if qualified institutional investors are included in the persons to which the solicitation for acquisition is issued, and the solicitation for acquisition constitutes a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the qualified institutional investor that acquires them to any person other than a qualified institutional investor);
(ii)cases in which the solicitation for acquisition is other than as specified in the preceding item, and in which it does not fall under any of the following:
(a)a solicitation for acquisition issued only to qualified institutional investors and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the person that acquires them to any person other than a qualified institutional investor; and
(b)a solicitation for acquisition issued only to professional investors and falling under all of the following requirements (excluding the cases specified in (a)):
1.the other party to the solicitation for acquisition is not the State, the Bank of Japan, or a qualified institutional investor, and the solicitation for acquisition is issued by a financial instruments business operator, etc. (meaning a financial instruments business operator, etc. as prescribed in Article 34; the same applies in the following paragraph, Article 4, paragraph (1), item (iv) and paragraph (3), Article 27-32-2, and Article 27-34-2) based on entrustment by customers or on its own behalf;
2.the solicitation for acquisition comes under the purview of cases specified by Cabinet Order as those in which there is little likelihood of the relevant securities being transferred from the person that acquires them to any person other than a professional investor, etc. (meaning a professional investor or non-resident (meaning a non-resident as defined in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949)), and limited to those specified by Cabinet Order; the same applies hereinafter);
(c)a solicitation for acquisition falling under neither the case specified in the preceding item, nor (a) and (b) of this item (except if the solicitation for acquisition meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of persons;
(iii)cases specified by Cabinet Order as those in which, in response to the solicitation for acquisition, a considerably large number of persons will come to hold the securities connected with the solicitation.
(4)The term "secondary distribution of securities" as used in this Act means, among offers to sell and solicitation of offers to purchase already-issued securities (excluding offers and solicitation coming under the purview of Acts similar to the solicitation for acquisition and any other offer or solicitation specified by Cabinet Office Order; hereinafter referred to as a "solicitation for selling, etc."), offers to sell, etc. in cases provided for in item (i) or item (ii), which are made with regard to the paragraph (1) securities; and offers to sell, etc. in cases provided for in item (iii), which are made with regard to the paragraph (2) securities (excluding a solicitation for selling, etc. that involves the purchase and sale of securities on a financial instruments exchange market, a transaction equivalent thereto, and any other securities transactions specified by Cabinet Order):
(i)cases specified by Cabinet Order as those in which the solicitation for selling, etc. is made (unless the offer is made only to professional investors) to a large number of persons (other than qualified institutional investors, if qualified institutional investors are included in the persons to which the solicitation for selling, etc. is made, and if the solicitation for selling, etc. constitutes a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the qualified institutional investor that acquires them to any person other than a qualified institutional investor);
(ii)cases in which the solicitation for selling, etc. is other than as specified in the preceding item, and in which it does not fall under any of the following:
(a)a solicitation for selling, etc. made only to qualified institutional investors and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the person that acquires them to any person other than a qualified institutional investor;
(b)a solicitation for selling, etc. made only to professional investors and falling under all of the following requirements (excluding the cases specified in (a)):
1.the other party to the solicitation for selling, etc. is not the State, the Bank of Japan, or a qualified institutional investor, and the solicitation for selling, etc. is made by a financial instruments business operator, etc. based on entrustment by a customer or on its own behalf;
2.the solicitation for selling, etc. comes under the purview of cases specified by Cabinet Order as those in which there is little likelihood of the relevant securities being transferred from the person that acquires them to any person other than a professional investor, etc.;
(c)a solicitation for selling, etc. falling under neither the case specified in the preceding item, nor (a) and (b) of this item (except if the solicitation for selling, etc. meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of persons;
(iii)cases specified by Cabinet Order as those in which, in response to the solicitation for selling, etc., a considerably large number of persons will come to hold the securities connected with the offer.
(5)The term "issuer" as used in this Act means the person that issues, or seeks to issue, securities (or the person specified by Cabinet Office Order with regard to the securities specified by Cabinet Office Order); and rights other than those which must be indicated on instruments or certificates, but which are deemed to be securities pursuant to paragraph (2), are deemed to have been issued as securities by the person specified by Cabinet Office Order for each kind of right, at the time specified by Cabinet Office Order.
(6)The term "underwriter" as used in this Act (excluding Chapter V) means a person that, at the time of a public offering, secondary distribution, or private placement of securities, or the time of solicitation for selling, etc. only for professional investors (meaning a solicitation for selling, etc. the paragraph (1) securities which falls under paragraph (4), item (ii), (b) (excluding a solicitation for selling, etc. involving the purchase and sale of securities on a financial instruments exchange market, a transaction equivalent thereto, and any other transaction of securities specified by Cabinet Order; the same applies hereinafter) involving securities, does one of the things set forth in the following items:
(i)acquires all or part of the relevant securities with the aim of having other persons acquire them;
(ii)concludes a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain;
(iii)concludes a contract, in the event that the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent thereto; hereinafter the same applies in this item), stipulating that if the person that has acquired the share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent thereto; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter will acquire the share option certificates associated with the unexercised share options and that it or a third party will exercise them.
(7)The term "securities registration statement" as used in this Act means the statement referred to in Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 5, paragraph (5); the same applies hereinafter), documents accompanying it pursuant to Article 5, paragraph (13), and any amended statement as under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1).
(8)The term "financial instruments business" as used in this Act means performance of any of the following acts (excluding those that are specified by Cabinet Order as acts which, in consideration of their content and other factors, are found not to compromise the protection of investors, and the acts set forth in item (xii), (xiv), and (xv) of this paragraph and in the items of Article 28, paragraph (8), when performed by a bank, a cooperative financial institution defined in Article 2, paragraph (1) of the Act on Preferred Equity Investment (hereinafter referred to as a "cooperative financial institution") or other financial institutions specified by Cabinet Order) on a regular basis:
(i)the purchase and sale of securities (excluding those falling under the category of derivatives transactions; the same applies hereinafter), market derivatives transactions (excluding market derivatives transactions associated with financial instruments (limited to those listed in paragraph (24), item (iii)-3) or financial indicators (limited to the prices of those financial instruments and the figures calculated based thereon) (hereinafter referred to as "commodity-related market derivatives transactions")) or foreign market derivatives transactions (excluding the purchase and sale of securities falling under item (x));
(ii)intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency for the purchase and sale of securities, market derivatives transactions, or foreign market derivatives transactions (excluding intermediation, brokerage, or agency for the purchase and sale of securities which falls under item (x));
(iii)intermediation, brokerage, or agency for entrustment of the following transactions:
(a)the purchase and sale of securities or market derivatives transactions on a financial instruments exchange market;
(b)the purchase and sale of securities or foreign market derivatives transactions on a foreign financial instruments market (meaning a market in a foreign state which is similar to a financial instruments exchange market; the same applies hereinafter);
(iv)over-the-counter derivatives transactions or intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency for it (hereinafter referred to as "over-the-counter derivatives transactions, etc.");
(v)brokerage for clearing of securities, etc.;
(vi)the underwriting of securities (meaning doing any of the things set forth in an item of paragraph (6) at the time of a public offering, secondary distribution, private placement of securities, or solicitation for selling, etc. only for professional investors);
(vii)the public offering or private placement of securities (limited to those set forth in the following items):
(a)beneficiary certificates of investment trusts specified in paragraph (1), item (x) which are connected to the beneficial interest in an investment trust managed under instructions from the settlor provided for in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations;
(b)beneficiary certificates of foreign investment trusts specified in paragraph (1), item (x);
(c)securities specified in paragraph (1), item (xvi);
(d)securities specified in paragraph (1), item (xvii) which have the nature of securities specified in item (xvi) of that paragraph;
(e)rights that must be indicated on the securities specified in (a) or (b) above, or rights that must be indicated on the securities under (c) or (d) above which are specified by Cabinet Office Order, which are deemed to be securities pursuant to paragraph (2);
(f)rights specified in paragraph (2), item (v) or item (vi) which are deemed to be securities pursuant to that paragraph; and
(g)the securities other than those set forth in (a) through (f) which are specified by Cabinet Order;
(viii)secondary distribution of securities or solicitation for selling, etc. only for professional investors;
(ix)the handling of a public offering or secondary distribution of securities, or the handling of a private placement of securities or solicitation for selling, etc. only for professional investors;
(x)the purchase and sale of securities or intermediation, brokerage, or agency for it, using an electronic data processing system, conducted through any of the following methods for deciding the trading price or other similar methods, with a large number of persons participating simultaneously as parties on one side of the transaction or as parties on both sides of the transaction (excluding those specified by Cabinet Order as transactions that are found to be inappropriate in terms of investor protection if conducted outside a financial instruments exchange market or an over-the-counter securities market (meaning an over-the-counter securities market provided for in Article 67, paragraph (2))):
(a)by auction (but only if the trading volume of Securities does not exceed the criteria specified by Cabinet Order);
(b)for securities listed on a financial instruments exchange, by using the trading price of the securities on the financial instruments exchange market that is operated by the relevant financial instruments exchange;
(c)for securities registered under Article 67-11, paragraph (1) (hereinafter referred to as "over-the-counter traded securities"), by using the trading price of the securities which is published by the authorized financial instruments firms association to which the securities are registered;
(d)by using the price decided by negotiation between the customers; and
(e)methods other than those set forth in (a) through (d), which are specified by Cabinet Office Order;
(xi)conclusion of a contract in which one of the parties promises to provide the other party with oral, written (excluding newspapers, magazines, books, or any other written work that is issued for sale to many and unspecified persons and which many and unspecified persons can buy as needed), or any other form of advice about the following things, and the other party promises to pay remuneration for this (such a contract is hereinafter referred to as an "investment advisory contract"), and provision of advice under such investment advisory contract:
(a)the value, etc. of securities (meaning the value of securities, the amount receivable for options on securities (meaning the right to conduct a transaction provided for in Article 28, paragraph (8), item (iii), (c) on a financial instruments market in accordance with the standards and means prescribed by the person operating the financial instruments market, the right to conduct a transaction similar to the transaction provided for in Article 28, paragraph (8), item (iii), (c) on a foreign financial instruments market, or the right to conduct a transaction set forth in item (iv), (c) or (d) of that paragraph without using a financial instruments market or foreign financial instruments market), and the movement of securities indicators (meaning the price or interest rate of securities and anything else specified by Cabinet Office Order as being equivalent thereto, or figures calculated based thereon)); or
(b)investment decisions (meaning decisions on the classes, issues, volumes, or prices of securities targeted for investment, as well as whether the securities are purchased or sold and by what method and at what timing, and decisions on what should be the contents and timing of any derivatives transactions that are conducted; the same applies hereinafter) based on an analysis of the values, etc. of financial instruments (meaning the value of financial instruments (in the case of those listed in paragraph (24), item (iii)-3, limited to those listed on a financial instruments exchange), amount receivable for options, and movement of financial indicators (in the case of those associated with the financial instruments set forth in that item, limited to those listed on a financial instruments exchange); the same applies hereinafter);
(xii)conclusion of the following contracts, and the management of money or any other property (including instructions for that management; the same applies hereinafter), based on such contract, as an investment in securities or in rights connected with derivatives transactions, based on investment decisions that are grounded in an analysis of the values, etc. of Financial Instruments:
(a)an entrustment contract for the asset management provided for in Article 188, paragraph (1), item (iv) of the Act on Investment Trusts and Investment Corporations, concluded with a registered investment corporation as defined in Article 2, paragraph (13) of that Act; or
(b)a contract other than what is set forth in (a), in which one of the parties is fully or partly entrusted by the other party with the discretion to make investment decisions based on an analysis of the values, etc. of financial instruments, and is also entrusted with the authority necessary to make investments on behalf of the other party based on such investment decisions (such a contract is hereinafter referred to as a "discretionary investment contract");
(xiii)agency or intermediation for the conclusion of an investment advisory contract or a discretionary investment contract;
(xiv)the management (excluding management that falls under the category of act set forth in (xii)) of money or other property contributed by a person that holds rights indicated on the securities specified in paragraph (1), item (x) or other rights specified by Cabinet Order, as an investment in securities or in rights connected with derivatives transactions, based on investment decisions that are grounded in an analysis of the values, etc. of financial instruments;
(xv)the management (excluding management that falls under the category of act set forth in (xii)) of money or other property invested or contributed by a person that holds the following rights or other rights specified by Cabinet Order, as an investment mainly in securities or in rights connected with derivatives transactions, based on investment decisions that are grounded in an analysis of the values, etc. of financial instruments:
(a)rights indicated on the securities specified in paragraph (1), item (xiv) or securities specified in item (xvii) of that paragraph (limited to those that have the nature of the securities specified in item (xiv) of that paragraph);
(b)rights set forth in paragraph (2), item (i) or (ii); or
(c)rights set forth in paragraph (2), item (v) or (vi);
(xvi)the acceptance of deposits of money, the instruments or certificates set forth in the items of paragraph (1), or electronically recorded transferable rights from customers, in connection with an act set forth in items (i) through (x) of this paragraph (in the case of conducting the acts set forth in item (ii), (iii) or (v) in connection with commodity-related market derivatives transactions, including acceptance from the customer of deposits of commodities (meaning those set forth in paragraph (24), item (iii)-3; hereinafter the same applies in this item), or instruments or certificates issued in connection with the deposited commodity in relation to these acts);
(xvii)the transfer of bonds, etc. in response to the opening of an account in order to carry out a transfer of the bonds, etc. defined in Article 2, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares (Act No. 75 of 2001); or
(xviii)acts specified by Cabinet Order as being similar to the acts set forth in the preceding items.
(9)The term "financial instruments business operator" as used in this Act means a person registered by the Prime Minister pursuant to Article 29.
(10)The term "prospectus" as used in this Act means a document describing the business and other particulars of an issuer of securities, which is prepared for a public offering or secondary distribution of securities, a general solicitation for involving securities acquired by a qualified institutional investor as defined in Article 4, paragraph (2) (excluding those falling under the category of secondary distribution of securities), or a general solicitation involving securities acquired by a professional investor as set forth in Article 4, paragraph (3) (excluding those falling under the category of a secondary distribution of securities), and which is delivered, or is to be delivered upon request, to the other party to the public offering or secondary distribution.
(11)The term "financial instruments intermediary service" as used in this Act means services that fall under the category of any of the following acts (excluding the act provided for in item (iv) below if performed by a person engaged in investment management business as defined in Article 28, paragraph (4)), which are provided for and under entrustment from a financial instruments business operator (limited to a person that engages in the type-I financial instruments business provided for in Article 28, paragraph (1) or investment management business provided for in Article 28, paragraph (4)) or a registered financial institution (meaning a bank, cooperative financial institution, or other financial institution specified by Cabinet Order, which is registered as under Article 33-2; the same applies hereinafter):
(i)intermediation for the purchase and sale of securities (excluding intermediation set forth in paragraph (8), item (x));
(ii)the intermediation set forth in paragraph (8), item (iii);
(iii)the act set forth in paragraph (8), item (ix); or
(iv)the intermediation set forth in paragraph (8), item (xiii).
(12)The term "financial instruments intermediary service provider" as used in this Act means a person registered by the Prime Minister pursuant to Article 66.
(13)The term "authorized financial instruments firms association" as used in this Act means a person incorporated based on the provisions of Chapter IV, Section 1, Subsection 1.
(14)The term "financial instruments market" as used in this Act means a market on which the purchase and sale of securities or market derivatives transactions are conducted. (excluding a market in which only commodity-related market derivatives transactions are conducted)
(15)The term "financial instruments membership corporation" as used in this Act means a membership association incorporated based on the provisions of Chapter V, Section 2, Subsection 1 for the purpose of operating a financial instruments market.
(16)The term "financial instruments exchange" as used in this Act means a financial instruments membership corporation or stock company which operates a financial instruments market after being licensed by the Prime Minister pursuant to Article 80, paragraph (1).
(17)The term "financial instruments exchange market" as used in this Act means a financial instruments market operated by a financial instruments exchange.
(18)The term "financial instruments exchange holding company" as used in this Act means a stock company whose subsidiary companies (meaning a subsidiary company as set forth in Article 87-3, paragraph (3)) include a stock company that operates a financial instruments exchange market (hereinafter referred to as a "incorporated financial instruments exchange"), which is incorporated after obtaining the authorization of the Prime Minister pursuant Article 106-10, paragraph (1) or which has obtained the authorization of the Prime Minister pursuant to that paragraph or the proviso to paragraph (3) of that Article.
(19)The term "trading participant" as used in this Act means a person that is allowed to participate in the purchase and sale of securities or market derivatives transactions on a financial instruments exchange market, based on a trading license under Article 112, paragraph (1) paragraph (2), or Article 113, paragraph (1) or paragraph (2).
(20)The term "derivatives transactions" as used in this Act means market derivatives transaction, over-the-counter derivatives transactions, or foreign market derivatives transaction.
(21)The term "market derivatives transactions" as used in this Act means the following transactions as conducted on a financial instruments market in compliance with the standards and means prescribed by the person that operates the financial instruments market:
(i)a transaction comprising a purchase and sale in which the parties promise to deliver and take delivery of a financial instrument and its value at a fixed time in the future, which the parties may settle by delivering and taking delivery of the difference in values if they sell or buy back the underlying financial instrument;
(ii)a transaction comprising the parties' promises to pay and receive an amount of money calculated based on the difference between the numerical value of a financial indicator upon which the parties agree in advance (hereinafter referred to as the "agreed figure") and the actual numerical value of the financial indicator at a fixed time in the future (hereinafter referred to as the "actual figure");
(iii)a transaction comprising the first party's promise to grant the second party the option of effecting any of the following transactions between them by a unilateral manifestation of the second party's intention alone, and the second party's promise to pay the value of that option:
(a)the purchase and sale of financial instruments (excluding a transaction provided for in item (i)); or
(b)a transaction provided for in any of the preceding two items or in the following item to item (vi) (including any transaction designated by the financial instruments exchange that is equivalent to a transaction specified in the preceding item or item (iv)-2);
(iv)a transaction comprising the parties' mutual promise that, for the amount of money they have set as the principal, the first party will pay money to the second based on the rate of change in the interest rate, etc. (meaning the interest rate or any other rate specified by Cabinet Office Order as being equivalent thereto; the same applies hereinafter) of an agreed-upon financial instrument (excluding those set forth in Article 2, paragraph (24), item (iii) and item (iii)-3) or based on the rate of change in an agreed-upon financial indicator (excluding interest rates, etc. of financial instruments (excluding those set forth in Article 2, paragraph (24), item (iii) and item (iii)-3) and figures calculated based on them; hereinafter the same applies in this item and item (v) of the following paragraph) during the period they have agreed to, and the second party will pay money to the first based on the rate of change in the interest rate, etc. of an agreed-upon financial instrument (excluding those set forth in these items) or based on the rate of change in an agreed-upon financial indicator during the period they have agreed to (including transactions in which the parties promise that, in addition to paying such amounts, they will also pay or deliver and receive money or financial instruments equivalent to the amount they have set as the principal);
(iv)-2transactions wherein the parties mutually promise that, for the financial instruments (limited to those listed in paragraph (24), item (iii)-3; hereinafter the same applies in this item) of the quantity the parties have agreed to, one of the parties will pay the amount of money calculated based on the rate of change in the agreed period of a financial indicator associated with the financial instruments agreed with the other party, and the other party will pay the amount of money calculated based on the rate of change in the agreed period of the financial indicator agreed with the former party;
(v)a transaction comprising the first party's promise to pay money to the second, and the second party's promise to pay money to the first if any of the following causes that the parties have stipulated in advance occurs (including transactions comprising the first party's promise to transfer a financial instrument, the rights connected to a financial instrument, or a monetary claim (other than a claim that constitutes a financial instrument or the rights connected to a financial instrument), but excluding transactions set forth in item (ii) to the preceding item):
(a)a cause involving the credit status of a corporation or other similar cause as specified by Cabinet Order; or
(b)a cause on whose occurrence it is impossible or extremely difficult for either party to exert an influence, and which is specified by Cabinet Order as something that may have material impact on the business activities of the parties or other business persons or firms (excluding causes specified in (a));
(vi)transactions similar to a transaction set forth in the preceding items and specified by Cabinet Order.
(22)The term "over-the-counter derivatives transactions" as used in this Act means the following transactions as conducted neither on a financial instruments market nor on a foreign financial instruments market (except those that are specified by Cabinet Order as transactions which, in consideration of their content and other related factors, are found not to compromise the public interest or the protection of investors):
(i)a transaction comprising a purchase and sale in which the parties to the purchase and sale promise to deliver and take delivery of a financial instrument (other than one set forth in paragraph (24), item (iii)-3 and item (v); the same applies in item (iii) and item (vi)) and its value at a fixed time in the future, and which the parties may settle by delivering and taking delivery of the difference in values if they sell back or buy back the underlying financial instrument or if they take some other action that is specified by Cabinet Order;
(ii)a transaction comprising the parties' promises to pay and receive an amount of money calculated based on the difference between the agreed figure (excluding a figure of a financial indicator associated with the financial instruments set forth in paragraph (24), item (iii)-3 or item (v)) and the actual figure (excluding a figure of a financial indicator associated with the financial instruments set forth in those items) or any transaction similar thereto; and
(iii)a transaction comprising the first party's promise to grant the second party the option of effecting any of the following transactions between them by a unilateral manifestation of the second party's intention alone, and the second party's promise to pay the value of that option, or any transaction similar thereto:
(a)the purchase and sale of financial instruments (excluding the transactions specified in item (i)); or
(b)a transaction provided for in the preceding two items or items (v) through (vii);
(iv)a transaction comprising, on one side, the first party's promise to grant the second party the option of effecting a transaction by a unilateral manifestation of the second party's intention alone, in which the parties pay and receive the amount of money calculated based on the difference between the numerical value that they have agreed in advance to use as the agreed figure for the relevant financial indicator if the second party manifests the intention to effect the transaction, and the actual figure of the financial indicator (excluding a financial indicator associated with the financial instruments set forth in paragraph (24), item (iii)-3 or item (v)) at the time the second party manifests that intention, and, on the other side, the second party's promise to pay the value of that option, or any transaction similar thereto;
(v)a transaction comprising the parties' mutual promise that, for the amount they have set as the principal, the first party will pay money to the second based on the interest rate, etc. of an agreed-upon financial instrument (excluding one as set forth in Article 2, paragraph (24), item (iii), item (iii)-3 and item (v)) or based on the rate of change in an agreed-upon financial indicator during the period they have agreed to, and the second party will pay money to the first based on the interest rate, etc. of an agreed-upon financial instrument (excluding those set forth in these items) or based on the rate of change in an agreed-upon financial indicator during the period they have agreed to (including transactions in which the parties promise that, in addition paying such amounts, they will also pay or deliver and receive money or financial instruments (excluding those listed in item (iii)-3 and item (v) of that paragraph) equivalent to the amount they have set as the principal), or any transaction similar thereto;
(vi)a transaction comprising the first party's promise to pay money to the second, and the second party's promise to pay money to the first if any of the following causes that the parties have stipulated in advance occurs (including transactions comprising the first party's promise to transfer a financial instrument, the rights connected to a financial instrument, or a monetary claim (other than a claim that constitutes a financial instrument or the rights connected to a financial instrument), but excluding the transactions set forth in item (ii) to the preceding item), or any transaction similar thereto:
(a)a cause involving the credit status of a corporation or other similar cause as specified by Cabinet Order; or
(b)a cause on whose occurrence it is impossible or extremely difficult for either party to exert an influence, and which is specified by Cabinet Order as something that may have a material impact on the business activities of the parties or other persons or firms (excluding causes specified in (a));
(vii)a transaction other than what is set forth in the preceding items, but which has an economic nature similar thereto and is specified by Cabinet Order as a transaction regarding which it is found to be necessary to ensure the public interest or the protection of investors.
(23)The term "foreign market derivatives transaction " as used in this Act means a transaction that is conducted on a foreign financial instruments market and is similar to a market derivatives transaction (excluding those associated with the financial instruments (limited to those set forth in item (iii)-3 of the following paragraph) or financial indicators (limited to the prices of the financial instruments and the figures calculated based thereon)).
(24)The term "financial instruments" as used in this Act means the following:
(i)securities;
(ii)rights such as claims based on a deposit contract, or instruments or certificates indicating such rights, which are specified by Cabinet Order (excluding those specified in the preceding item);
(iii)currencies;
(iii)-2crypto-and other assets (meaning the cryptoassets prescribed in Article 2, paragraph (5) of the Payment Services Act or what is set forth in paragraph (5), item (iv) of that Article and is specified by Cabinet Office Order as anything regarding which it is found to be necessary to ensure the public interest or the protection of investors; the same applies hereinafter);
(iii)-3commodities (meaning commodities prescribed in Article 2, paragraph (1) of the Commodity Futures Trading Act (Act No. 239 of 1950) specified by Cabinet Order as those which are deemed unlikely to be adversely affected, in terms of proper price formation, by the market derivatives transactions involving those commodities and are deemed conducive to the national economy if the market derivatives transactions involving those commodities are conducted in a financial instruments exchange market, by taking into consideration the existence or non-existence of measures for the stabilization of the price of those commodities in accordance with the provisions of laws and regulations and other conditions of price formation and supply and demand of those commodities; the same applies hereinafter);
(iv)assets other than what is set forth in each of the preceding items, of which there are many of the same kind, which have substantial price volatility, and which are specified by Cabinet Order as assets in connection with which it is found necessary to secure the protection of investors with regard to derivatives transactions (or other similar transactions) thereof (excluding commodities defined in Article 2, paragraph (1) of the Commodity Futures Act); and
(v)standardized instruments used by a financial instruments exchange for the purpose of facilitating market derivatives transactions by standardizing interest rates, the maturity period, or other conditions of financial Instruments set forth in item (i), item (ii), or item (iii)-2 or the preceding item and specified by Cabinet Office Order.
(25)The term "financial indicator" as used in this Act means the following:
(i)the price of a financial instrument or the interest rate, etc. of a financial instrument (excluding those specified in item (iii) and item (iii)-3 of the preceding paragraph);
(ii)the numerical values associated with the results of meteorological observations published by the meteorological agency and others;
(iii)among indicators on whose fluctuation it is impossible or extremely difficult for a person to exert an influence and which may have material impact on the business activities of business firms (excluding indicators provided for in the preceding item) and statistical values associated with social or economic conditions, the indicators and values specified by Cabinet Order as those in connection with which it is found to be necessary to ensure protection for investors with regard to derivatives transactions (or other similar transactions) related thereto (excluding commodity indices provided for in Article 2, paragraph (2) of the Commodity Futures Act which are calculated based on the prices of commodities defined in paragraph (1) of that Article other than commodities); and
(iv)numerical values calculated based on anything provided for in the preceding three items.
(26)The term "foreign financial instruments exchange" as used in this Act means a person that has obtained the authorization of the Prime Minister pursuant to Article 155, paragraph (1).
(27)The term "brokerage for clearing of securities, etc." as used in this Act means a subject transaction (meaning a "subject transaction" as defined in the following paragraph; hereinafter the same applies in this paragraph) that is effected by a financial instruments business operator or registered financial institution under entrustment from a customer and for the account of the customer in accordance with the business rules of the financial instruments clearing organization or foreign financial instruments clearing organization, which is effected on the condition that the obligation that arises from the subject transaction will be assumed by the financial instruments clearing organization (if such financial instruments clearing organization performs collaborative financial instruments obligation assumption services prescribed in Article 156-20-16, paragraph (1), this includes the collaborating clearing organization, etc. set forth in that paragraph) or the foreign financial instruments clearing organization, and which satisfies either of the following requirements:
(i)the subject transaction is effected by the customer on behalf of the financial instruments business operator or registered financial institution; or
(ii)the customer specifies the other party to the subject transaction and other particulars specified by Cabinet Office Order in advance, at the time of the entrustment.
(28)The term "financial instruments obligation assumption services" as used in this Act means taking over, novating, or in any other way bearing, on a regular basis, the obligations of a financial instruments business operator, registered financial institution, or securities finance company (hereinafter referred to as a "business counterparty to financial instruments obligation assumption services" in this paragraph) which arise from subject transactions (meaning the purchase and sale of securities, derivatives transactions (except those that are specified by Cabinet Order as transactions which, in consideration of the status of the transactions, the impact exerted on Japan's capital market, and other circumstances, are found not to compromise the public interest or the protection of investors), or transactions specified by Cabinet Order as incidental or related thereto) effected by, a business counterparty to financial instruments obligation assumption services.
(29)The term "financial instruments clearing organization" as used in this Act means a person that engages in financial instruments obligation assumption services after being licensed by the Prime Minister or obtaining the approval of the Prime Minister pursuant to Article 156-2 or Article 156-19, paragraph (1), and the term "foreign financial instruments clearing organization" as used in this Act means a person that engages in financial instruments obligation assumption service after being licensed by the Prime Minister pursuant to Article 156-20-2.
(30)The term "securities finance company" as used in this Act means a person that has been licensed by the Prime Minister pursuant to Article 156-24.
(31)The term "professional investor" as used in this Act means the following:
(i)qualified institutional investors;
(ii)the State;
(iii)the Bank of Japan; and
(iv)investor protection funds prescribed in Article 79-21 and other corporations specified by Cabinet Office Order beyond those set forth in the preceding three items.
(32)The term "specified financial instruments exchange market" as used in this Act means a financial instruments exchange market on which, pursuant to the provisions of Article 117-2, paragraph (1), it is prohibited to make a purchase for a general investor as defined in that paragraph.
(33)The term "specified listed securities" as used in this Act means securities listed only on a specified financial instruments exchange market.
(34)The term "credit rating" as used in this Act means a grade which indicates, through symbols or figures (including anything specified by Cabinet Office Order as being similar thereto), the results of an assessment of the credit status of a financial instrument or a corporation (including anything specified by Cabinet Office Order as being similar thereto) (such assessment is hereinafter referred to as "creditworthiness" in this paragraph) (such grade excludes grades specified by Cabinet Office Order as being determined mainly in consideration of any particular other than creditworthiness).
(35)The term "credit rating services" as used in this Act means engagement in the act of determining credit ratings and providing them or making them available for inspection (excluding acts specified by Cabinet Office Order as those that are found to have little likelihood of resulting in insufficient investor protection, in light of the scope of the other party to the act and any other circumstances) on a regular basis.
(36)The term "credit rating agency" as used in this Act means a person registered by the Prime Minister pursuant to Article 66-27.
(37)The term "financial instruments exchange engaged in the operation of a commodity market" as used in this Act means an incorporated financial instruments exchange that operates the necessary market for effecting commodity futures transactions (meaning futures transactions prescribed in Article 2, paragraph (3) of the Commodity Futures Act; the same applies hereinafter), with the authorization referred to in the proviso to Article 87-2, paragraph (1).
(38)The term "commodity exchange" as used in this Act means an incorporated association-operated commodity exchange operated as an (meaning an incorporated association–operated commodity exchange as prescribed in Article 2, paragraph (5) of the Commodity Futures Act) or an incorporated commodity exchange (meaning a stock company-operated commodity exchange as prescribed in paragraph (6) of that Article and limited to those specified by Cabinet Order as being subject to restrictions that are found to be of the same level as restrictions on an incorporated financial instruments exchange).
(39)The term "commodity exchange holding company" as used in this Act means a commodity exchange holding company as defined in Article 2, paragraph (11) of the Commodity Futures Act (limited to those specified by Cabinet Order as being subject to restrictions that are found to be of the same level as restrictions on a financial instruments exchange holding company).
(40)The term "specified financial indicator" as used in this Act means a financial indicator specified by the Prime Minister as that which, in light of the mode of the derivatives transactions or transactions of securities in relation to that financial indicator, a decline in its credibility could have a material impact on Japan's capital market.
(41)The term "high-speed trading" as used in this Act means any of the following acts for which the determination on performance of the act is automatically made by an electronic data processing system, and the provision of information necessary for conducting the purchase and sale of securities or a market derivatives transaction based on that determination to a financial instruments exchange or any other person specified by Cabinet Office Order is made by means of information and communications technology, which is specified by Cabinet Office Order as a means of shortening the time normally required for the provision of information (excluding acts specified by Cabinet Order as those which, in consideration of their content and other factors, are found not to compromise the protection of investors):
(i)the purchase and sale of securities or a market derivatives transaction;
(ii)entrustment of the act set forth in the preceding item; and
(iii)beyond what is set forth in the preceding item, an act performed in connection with the act set forth in item (i), which is specified by Cabinet Order as an act equivalent to the acts set forth in the preceding two items.
(42)The term "high-speed trader" as used in this Act means a person registered by the Prime Minister pursuant to Article 66-50.
(Assets Deemed to be Money)
Article 2-2Crypto-and other assets are deemed to be money as referred to in paragraph (2), item (v) of the preceding Article; money associated with a purchase and sale as referred to in paragraph (8), item (i) of that Article; money referred to in the provisions specified by Cabinet Order; or money associated with a transaction as referred to in those provisions; and the provisions of this Act (and of orders based on this Act) apply.
Chapter II Disclosure of Corporate Affairs
(Reorganization and Other Terms Used in This Chapter)
Article 2-3(1)The term "reorganization" as used in this Chapter means merger, company split, share exchange, or other act involving the organization of a company which is specified by Cabinet Order.
(2)The term "procedures related to the issuance of securities during a reorganization" as used in this Chapter means the keeping of documents, etc. (meaning the keeping of the documents or electronic or magnetic records under Article 782, paragraph (1) of the Companies Act (Act No. 86 of 2005) or the keeping of the documents or electronic or magnetic records under Article 803, paragraph (1) of that Act; the same applies in the following paragraph) connected with a reorganization in which new securities are issued (including cases specified by Cabinet Office Order as being similar thereto (such cases are referred to as "procedures for cases similar to the issuance of securities during a reorganization" in the following paragraph)), and other acts specified by Cabinet Order.
(3)The term "procedures related to the delivery of securities during a reorganization" as used in this Chapter means the keeping of documents, etc. connected to a reorganization in which existing securities are delivered (excluding cases that fall under the category of procedures for cases similar to the issuance of securities during a reorganization), and other acts specified by Cabinet Order.
(4)The term "specified procedures related to the issuance of securities during a Reorganization" as used in this Chapter means, among procedures related to the issuance of securities during a reorganization, those that fall under cases specified in item (i) or (ii) below if the procedures related to the issuance of securities during a reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the issuance of securities during a reorganization involve the paragraph (2) securities:
(i)cases specified by Cabinet Order as those in which a large number of persons are holders of share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is a company that, due to a reorganization, will become a company disappearing in an absorption-type merger (meaning a company disappearing in an absorption-type merger as defined in Article 749, paragraph (1), item (i) of the Companies Act), or a wholly owned subsidiary company in a share exchange (meaning the wholly owned subsidiary company in a share exchange as defined in Article 768, paragraph (1), item (i) of that Act), or whose issuer is any other company specified by Cabinet Order (referred to as the "reorganizing company" in Article 4, paragraph (1), item (ii), (a)) (such holders are hereinafter referred to as the "reorganizing company's shareholders, etc.") (such cases exclude those in which the reorganizing company's shareholders, etc. consist exclusively of qualified institutional investors);
(ii)cases other than those provided for in the preceding item, which do not fall under any of the following:
(a)cases in which the reorganizing company's shareholders, etc. consist exclusively of qualified institutional investors, and which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to the procedures related to the issuance of securities during a reorganization being transferred from a person that acquires them to any person other than a qualified institutional investor; or
(b)cases other than those specified in the preceding item (i) or in (a) (excluding cases satisfying the requirements that are specified by Cabinet Order in consideration of the status, etc. of issuance and delivery of securities of the same class as the securities subject to the procedures related to the issuance of securities during the reorganization), which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to those procedures related to the issuance of securities during the reorganization being held by a large number of persons;
(iii)cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a considerably large number of persons.
(5)The term "specified procedures related to the delivery of securities during a reorganization" as used in this Chapter means, among the procedures related to the delivery of securities during a reorganization, those that fall under cases specified in item (i) or item (ii) if the procedures related to the delivery of securities during a reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the delivery of securities during a reorganization involve the paragraph (2) securities:
(i)cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a large number of persons (excluding cases in which the reorganizing company's shareholders, etc. consist exclusively of qualified institutional investors); and
(ii)cases other than those provided for in the preceding item, which do not fall under any of the following:
(a)cases in which the reorganizing company's shareholders, etc. consist exclusively of qualified institutional investors, and which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to the procedures related to the delivery of securities during a reorganization being transferred from a person that acquires them to any person other than a qualified Institutional Investor; and
(b)cases other than those specified in the preceding item or in (a) (excluding cases satisfying the requirements that are specified by Cabinet Order in consideration of the status, etc. of issuance and delivery of Securities of the same class as the securities subject to the procedures related to the delivery of securities during a reorganization), which are specified by Cabinet Order as those in which there is little likelihood of the securities that are subject to those procedures related to the delivery of securities during a reorganization being held by a large number of persons; and
(iii)cases specified by Cabinet Order as those in which the reorganizing company's shareholders, etc. constitute a considerably large number of persons.
(Exempted Securities)
Article 3The provisions of this Chapter do not apply to the following securities:
(i)securities set forth in Article 2, paragraph (1), items (i) and (ii);
(ii)securities set forth in Article 2, paragraph (1), items (iii), (vi), and (xii) (excluding securities that are specified by Cabinet Order as securities with regard to which the public interest or the protection of investors makes it necessary and appropriate for corporate affairs to be disclosed); and
(iii)rights set forth in the items of Article 2, paragraph (2) which are deemed to be securities pursuant to the provisions of Article 2, paragraph (2) (excluding the following rights):
(a)the following rights (excluding those that fall under the category specified in (b); referred to as "rights in a securities investment business, etc." in Article 24, paragraph (1)):
1.among the rights set forth in Article 2, paragraph (2), item (v), those specified by Cabinet Order as a right in business subject to investment (meaning business subject to investment as defined in Article 2, paragraph (2), item (v)) that is mainly conducted through investment in securities;
2.among the rights set forth in Article 2, paragraph (2), items (i) through (iv), (vi), or (vii), those specified by Cabinet Order as being similar to the rights set forth in 1. above;
3.other rights specified by Cabinet Order; and
(b)electronically recorded transferable rights;
(iv)corporate bond certificates for which the government guarantees the redemption of the principal or the payment of interest; and
(v)securities specified by Cabinet Order other than those set forth in the preceding items.
(Notification of Public Offering or Secondary Distribution)
Article 4(1)It is not permitted for a person to conduct a public offering of securities (including specified procedures related to the issuance of securities during a reorganization; the same applies hereinafter in this Chapter and the following Chapter, except in Article 13 and Article 15, paragraphs (2) through (6)) or a secondary distribution of securities (excluding those falling under the category of general solicitation involving for securities acquired by a qualified institutional investor as defined in the following paragraph or of General solicitation involving securities acquired by a professional investor as defined in paragraph (3), but including specified procedures related to the delivery of securities during a reorganization; hereinafter the same applies in this paragraph) unless the issuer has filed a notification of the public offering or secondary distribution of Securities with the Prime Minister; provided, however, that this does not apply to a public offering or secondary distribution of securities that falls under any of the following items:
(i)a public offering or secondary distribution of securities in a case specified by Cabinet Order as one in which the other parties thereto have already obtained or can easily obtain information about the particulars set forth in the items of paragraph (1) of the following Article for the relevant securities;
(ii)a public offering or secondary distribution of securities for which the pertinent procedures related to the issuance of securities during a reorganization or procedures related to the delivery of securities during a reorganization fall under either of the following cases (excluding a public offering or secondary distribution as specified in the preceding item):
(a)cases not falling under a case in which disclosure has been made with regard to share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is the reorganization company; or
(b)a case in which disclosure has been made with regard to the securities that will be newly issued in connection with the procedures related to the issuance of securities during a reorganization, or a case in which disclosure has been made with regard to previously issued securities subject to the procedures related to the delivery of securities during a reorganization;
(iii)a secondary distribution of securities in a case in which disclosure has been made with regard to the securities (excluding a secondary distribution provided for in the preceding two items);
(iv)a secondary distribution of securities that have already been issued in a foreign state or of securities specified by Cabinet Order as being equivalent thereto (limited to those conducted by a financial instruments business operator, etc.), which satisfies the requirement that information on the trading price of the securities in Japan can be easily obtained and any other requirements specified by Cabinet Order (excluding a secondary distribution provided for in the preceding three items); or
(v)a public offering or secondary distribution of securities with a total issue value or total distribution value of less than 100 million yen, which is specified by Cabinet Office Order (excluding those specified in the preceding items).
(2)It is not permitted for a person to issue a solicitation with a view to delivering existing securities (meaning a solicitation for selling, etc. or procedures related to the delivery of securities during a reorganization; the same applies hereinafter) that involves securities that have been involved in a solicitation with a view to issuing new securities (meaning the solicitation for acquisition or the procedures related to the issuance of securities during a reorganization; the same applies hereinafter) or a solicitation with a view to delivering existing securities falling under any of the following cases (in the case set forth in item (ii), limited to the securities acquired by qualified institutional investors that have been excluded from the large number of persons pursuant to Article 2, paragraph (3), item (i), and in the case set forth in item (iv), limited to the securities acquired by qualified institutional investors that have been excluded from the large number of persons pursuant to paragraph (4), item (i) of that Article), and that involves a qualified institutional investor soliciting persons other than qualified institutional investors (such a solicitation is hereinafter referred to as a "general solicitation involving securities acquired by a qualified institutional investor"), unless the issuer of the securities has filed a notification of the relevant general solicitation involving for securities acquired by the a qualified institutional investor with the Prime Minister; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities, or to a case in which the general solicitation involving for securities acquired by the qualified institutional investor will be issued for a compelling reason specified by Cabinet Office Order, or otherwise satisfies the requirements specified by Cabinet Office Order:
(i)the case set forth in Article 2, paragraph (3), item (ii), (a);
(ii)the case set forth in Article 2, paragraph (3), item (ii), (c) (but only if it comes to no longer fall under the case set forth in item (i) of that paragraph due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);
(iii)the case set forth in Article 2, paragraph (4), item (ii), (a);
(iv)the case set forth in Article 2, paragraph (4), item (ii), (c) (but only if it comes to no longer fall under the case set forth in item (i) of that paragraph due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);
(v)the case set forth in Article 2-3, paragraph (4), item (ii), (a); and
(vi)the case set forth in Article 2-3, paragraph (5), item (ii), (a).
(3)It is not permitted for a person to issue a solicitation with a view to delivering existing securities that involves securities falling under any of the following items (excluding securities falling under any of the items of Article 24, paragraph (1) or securities specified by Cabinet Order as those which it is found are unlikely to be held by a large number of professional investors; hereinafter referred to as the "securities for professional investors"), but that does not involve a financial instruments business operator, etc. being entrusted to solicit professional investors, etc. (with the exception of a solicitation issued to the State, the Bank of Japan, or qualified institutional investors, and also with the exception of solicitation specified by Cabinet Order; hereinafter referred to as a "general solicitation involving securities acquired by a professional investor"), unless the issuer of securities has filed a notification of the relevant general solicitation involving securities acquired by a professional investor with the Prime Minister; provided, however, that this does not apply in a case in which disclosure has been made with regard to the securities for professional investors and in any other case that is specified by Cabinet Office Order as one in which the non-filing of a notification for a general solicitation involving securities acquired by a professional investor does not damage the public interest or result in insufficient investor protection:
(i)securities for which the solicitation for acquisition fell under the case specified in Article 2, paragraph (3), item (ii), (b) (hereinafter referred to as a "solicitation for acquisition only for professional investors");
(ii)securities for which the solicitation for selling, etc. was a solicitation for selling, etc. only for professional investors;
(iii)securities issued by an issuer of the securities provided for in either of the preceding two items, which are specified by Cabinet Office Order as being the same class of securities as those provided for in either of the preceding two items; or
(iv)specified listed securities and other securities specified by Cabinet Order as having equivalent distribution statuses thereto.
(4)If a public offering or secondary distribution of securities (including a general solicitation involving securities acquired by a qualified institutional investor (excluding those falling under the category of a secondary distribution of securities), a general solicitation involving securities acquired by a professional investor (excluding those falling under the category of a secondary distribution of securities), and procedures related to the delivery of securities during a reorganization; hereinafter the same applies in this Chapter and the following Chapter, except in the following paragraph and paragraph (6) of this Article, Article 13, and Article 15, paragraphs (2) through (6)) will be made for the shareholders (including preferred equity investors provided for in the Act on preferred equity investment) that have been stated or recorded in the shareholder register (including the preferred equity investor register provided for in the Act on Preferred Equity Investment) as of a certain date, the notification for the public offering or secondary distribution under the preceding three paragraphs must be made 25 days prior; provided, however, that this does not apply in the cases that are specified by Cabinet Office Order in consideration of the issue price or distribution price of the securities or other factors.
(5)Materials that are used for a public offering or secondary Distribution of securities specified in paragraph (1), item (v), for a general solicitation for involving securities acquired by a qualified institutional investor which is excluded from the application of the main clause of paragraph (2) pursuant to the proviso to that paragraph, or for a general solicitation involving securities acquired by a professional investor which is excluded from the application of the main clause of paragraph (3) pursuant to the proviso to that paragraph, which falls under the category of a secondary distribution of securities, or which does not fall under the category of a secondary distribution of securities and does not fall under a case in which disclosure has been made (hereinafter referred to as a "specified public offering" in this paragraph and the following paragraph), and materials that are used in causing the securities in a specified public offering to be acquired or in selling such securities, must indicate that the main clause of paragraph (1), the main clause of paragraph (2) or the main clause of paragraph (3) does not apply to that specified public offering.
(6)Whenever a specified public offering or secondary distribution of securities set forth in paragraph (1), item (iii) (hereinafter collectively referred to as a "specified public offering, etc." in this paragraph) is conducted, the issuer of the securities in the specified public offering, etc. must submit a written notice of the specified public offering, etc. to the Prime Minister pursuant to the provisions of Cabinet Office Order, before the specified public offering, etc. begins; provided, however, that this does not apply to a secondary distribution of securities as set forth in paragraph (4) whose total distribution value is less than 100 million yen in a case in which disclosure has been made, nor to a secondary distribution of securities as set forth in paragraph (1), item (iii) conducted by a person other than the issuer of those securities or a person specified by Cabinet Office Order, nor to a public offering or secondary distribution of securities as set forth in item (v) of that paragraph whose total issue value or total distribution value is less than the amount specified by Cabinet Office Order.
(7)As set forth in paragraph (1), item (ii), (a) and (b) and item (iii), paragraph (2), paragraph (3) and the preceding two paragraphs, a case in which disclosure has been made means any of the following cases:
(i)a notification under paragraph (1) is in effect for a public offering or secondary distribution which has already been conducted with regard to the relevant securities (excluding one that falls under the category of a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation involving securities acquired by a professional investor); a notification under paragraph (2) is in effect for a general solicitation involving securities acquired by a qualified institutional investor which has already been conducted with regard to those securities; or a notification under paragraph (3) is in effect for a general solicitation involving securities acquired by a professional investor which has already been conducted with regard to those securities (unless the proviso to Article 24, paragraph (1) is applicable (including as applied mutatis mutandis pursuant to Article 24, paragraph (5) and as these provisions apply mutatis mutandis pursuant to Article 27) to the issuer of the securities); or
(ii)cases specified by Cabinet Office Order as being equivalent to the cases provided for in the preceding item.
(Submission of Securities Registration Statements)
Article 5(1)If an issuer seeking to file a notification for a public offering or secondary distribution of securities under paragraphs (1) through (3) of the preceding Article (excluding a public offering or secondary distribution of securities for regulated securities (meaning securities specified by Cabinet Order as those for which the information materially influencing investors' investment decisions is information on asset management or other similar business that the issuer conducts; hereinafter the same applies in this paragraph, paragraph (5), paragraph (10) and paragraph (11) of this Article, Article 7, paragraph (4), Article 24, and Article 24-7, paragraph (1)); hereinafter the same applies in this paragraph and the following paragraph) is a company (including a foreign company; the same applies hereinafter, except in Article 50-2, paragraph (9), Article 66-40, paragraph (5) and Article 156-3, paragraph (2), item (iii)) (including if the company will be incorporated by the issuance of those securities (excluding regulated securities; hereinafter the same applies in this paragraph to paragraph (4))), it must submit a statement to the Prime Minister in which it states the following particulars, pursuant to the provisions of Cabinet Office Order; provided, however, that, if it is necessary to conduct the public offering of securities before deciding their issue price or in other cases specified by Cabinet Office Order, the issuer may submit the statement without giving the issue price or other particulars in item (i) that are specified by Cabinet Office Order:
(i)the particulars of the public offering or secondary distribution; and
(ii)the trade name of the company, the financial condition of the corporate group (meaning the group consisting of the relevant company and persons (limited to companies and other entities specified by Cabinet Office Order) satisfying the requirements that Cabinet Office Order specifies, as other companies in which the relevant company holds majority voting rights or as persons that are otherwise closely related to the relevant company; the same applies hereinafter) to which the company belongs and the company's own financial condition and other material particulars about the company's business, and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors.
(2)In its statement, a person not falling under any of the following items which seeks to submit a statement set forth in the preceding paragraph for a public offering or a secondary distribution of securities to which the main clause of paragraph (1), the main clause of paragraph (2), or the main clause of paragraph (3) of the preceding Article applies, the total issue value or the total distribution value of which is less than 500 million yen and which is specified by Cabinet Office Order for this purpose (such a public offering or secondary distribution of securities is referred to as "low value public offering, etc." in Article 24, paragraph (2)), may state the particulars set forth in Article 24, paragraph (2), item (ii) which is specified by Cabinet Office Order as being pertinent with regard to the relevant company, instead of stating the particulars set forth in that item:
(i)an issuer of securities that fall under any of the categories specified in Article 24, paragraph (1), item (i), (ii) or (iv);
(ii)a person that submits or is required to submit a statement under the preceding paragraph in which it states the particulars set forth in item (ii) of the preceding paragraph for a public offering or secondary distribution of securities to which the main clause of paragraph (1), the main clause of paragraph (2), or the main clause of paragraph (3) of the preceding Article has been applied (excluding the persons specified in the preceding item); or
(iii)a person that has already submitted an annual securities report (meaning a report as set forth in Article 24, paragraph (1); hereinafter the same applies in this Article and Article 7) in which it states the particulars set forth in the main clause of Article 24, paragraph (1), a quarterly securities report as set forth in Article 24-4-7, paragraph (1) or (2) (hereinafter referred to as a "quarterly securities report" in this Article) which it states the particulars set forth in Article 24-4-7, paragraph (1), or a semiannual securities report (meaning a report as set forth in Article 24-5, paragraph (1); hereinafter the same applies in this Article, Article 7, paragraph (4) and Article 24, paragraph (2)) which it states the particulars set forth in Article 24-5, paragraph (1) (excluding a person provided for in the preceding two items).
(3)If a person that has continuously filed annual securities reports as specified by Cabinet Office Order during the period specified by Cabinet Office Order seeks to file a notification under paragraphs (1) through (3) of the preceding Article, instead of stating the particulars set forth in paragraph (1), item (ii), such person, pursuant to the provisions of Cabinet Office Order, may interfile a copy of its latest annual securities report and the accompanying documents, a copy of any quarterly securities report or semiannual securities report submitted after the submission of the annual securities report, and a copy of any amended report connected with the foregoing reports in the statement set forth in paragraph (1), and enter in that statement any facts specified by Cabinet Office Order which come into play after the submission of the annual securities report.
(4)If a person that satisfies all of the requirements set forth below seeks to file a notification under paragraphs (1) through (3) of the preceding Article, and the person enters in the statement set forth in paragraph (1), pursuant to the provisions of Cabinet Office Order, that reference should be made to the latest Annual securities report and accompanying documents, the quarterly securities report, semiannual securities report, or extraordinary report (meaning a report as set forth in Article 24-5, paragraph (4)) submitted after the submission of the annual securities report, or any amended report connected with them (hereinafter collectively referred to as "reference documents"), the person is deemed to have stated the particulars set forth in paragraph (1), item (ii) in the statement:
(i)the person must have continuously filed annual securities reports as specified by Cabinet Office Order during the period specified by Cabinet Office Order; and
(ii)the person must satisfy the criteria specified by Cabinet Office Order as a person with regard to which information about the particulars set forth in paragraph (1), item (ii) is widely available to the public, with regard to the status of transactions on financial instruments exchange markets in issued securities of which the person is the issuer.
(5)The provisions of paragraph (1) to the preceding paragraph apply mutatis mutandis if the securities for which the notification set forth in paragraph (1) is filed are regulated securities. In this case, in paragraph (1), the phrase "excluding a public offering or secondary distribution of securities" is deemed to be replaced with "limited to a public offering or secondary distribution of securities" and the phrase "the relevant securities (excluding regulated securities; hereinafter the same applies in this paragraph to paragraph (4))" is deemed to be replaced with "the relevant securities"; in item (ii) of that paragraph, the phrase "trade name of the company, the financial condition of the corporate group (meaning the group consisting of the relevant company and persons (limited to companies and other entities specified by Cabinet Office Order) satisfying the requirements that Cabinet Office Order specifies, as other companies in which the relevant company holds majority voting rights or as persons that are otherwise closely related to the relevant company; the same applies hereinafter) to which the company belongs and the company's own financial condition and other material particulars of the company's business" is deemed to be replaced with "financial condition of its asset management or other similar business conducted by the company and other material particulars of the company's assets"; in paragraph (2), the phrase "a public offering or secondary distribution of securities" is deemed to be replaced with "a public offering or secondary distribution of regulated securities"; in item (i) of that paragraph, the phrase "securities falling under any of the categories" is deemed to be replaced with "regulated securities falling under any of the categories of securities"; in item (ii) of that paragraph, the phrase "public offering or secondary distribution of securities" is deemed to be replaced with "public offering or secondary distribution of regulated securities"; in item (iii) of that paragraph, the phrase "the main clause of Article 24, paragraph (1)" is deemed to be replaced with "the main clause of Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5)", the phrase "Article 24-4-7, paragraph (1) or (2)" is deemed to be replaced with "Article 24-4-7, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (3)", the phrase "the particulars set forth in Article 24-4-7, paragraph (1)" is deemed to be replaced with "the particulars set forth in Article 24-4-7, paragraph (1) as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (3)", and the phrase "the particulars set forth in Article 24-5, paragraph (1)" is deemed to be replaced with "the particulars set forth in Article 24-5, paragraph (1) as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(6)In the cases specified by Cabinet Office Order as cases where the public interest or protection of investors would not be impaired, a foreign company required to submit a statement under paragraph (1) (hereinafter referred to as "statement-filing foreign company") may submit, instead of the statement set forth in that paragraph, the following documents pursuant to the provisions of Cabinet Office Order:
(i)a document containing the matters set forth in paragraph (1), item (i); and
(ii)reference documents disclosed in a foreign State ("disclosed" meaning that the subject content has been made available for public inspection based on laws and regulations under the relevant foreign state (including the rules provided for by the operator of a foreign financial instruments market or other person specified by Cabinet Office Order); the same applies hereinafter in Articles 24, paragraph (8), Article 24-4-7, paragraph (6) and Article 24-5, paragraph (7)) or documents similar to the statement set forth in paragraph (1) which are prepared in English.
(7)When the documents set forth in item (ii) of the preceding paragraph are submitted, Japanese translations of the summary of the matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or protection of investors among the matters stated in those documents, and documents stating the matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or protection of investors among the matters not stated in those documents, and other documents specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in the following paragraph and Article 13, paragraph (2), item (i)) must be attached to those documents pursuant to the provisions of Cabinet Office Order.
(8)The provisions of this Act and orders given thereunder (hereinafter referred to as the "Financial Instruments and Exchange Act and related regulations" in this Chapter to Chapter II-IV) apply to cases where a statement-filing foreign Company submits the documents listed in the items of paragraph (6) (hereinafter referred to as "foreign company statements" in this Chapter) and supplementary documents thereof under the provisions of the preceding two paragraphs, by deeming the foreign company statements and supplementary documents thereof to be the statement set forth in paragraph (1) and deeming submission of the former to be submission of the latter.
(9)The Prime Minister must, if they find that a statement-filing foreign company which submitted foreign company statements does not satisfy the requirements for being allowed to submit foreign company statements under the provisions of paragraph (6), notify thereof to the statement-filing foreign company. In this case, a hearing must be held irrespective of the categories of procedures for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act (1993 Act No. 88).
(10)With regard to a public offering or secondary distribution of regulated securities (limited to those specified by Cabinet Office Order by taking into consideration the status of their public offering or secondary distribution; hereinafter the same applies in this Article and Article 7, paragraph (4)), if a public offering or secondary distribution of the regulated securities has already been being conducted continuously for the period specified by Cabinet Office Order, a company required to submit a statement pursuant to paragraph (1) (hereinafter referred to as a "company submitting a regulated securities registration statement" in this Article and Article 7) may submit, instead of the statement set forth in that paragraph, a document containing the matters listed in item (i) of that paragraph (hereinafter referred to as a "document stating particulars related to public offering, etc." in this Article and Article 7, paragraph (3)) pursuant to the provisions of Cabinet Office Order; provided, however, that this is limited to the case where the public offering or secondary distribution has been being conducted until immediately preceding the submission of the document stating particulars related to public offering, etc.
(11)A company submitting a regulated securities registration statement which is to submit a document stating particulars related to public offering, etc. pursuant to the preceding paragraph must submit the document stating particulars related to public offering, etc. together with the annual securities report and documents attached thereto in respect of the specified period (meaning a specified period as defined in Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article following the deemed replacement of terms; hereinafter the same applies in this paragraph and Article 7, paragraph (4)) immediately preceding the specific period for the regulated securities that includes the day of the submission.
(12)The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a company submitting a regulated securities registration statement submits a document stating particulars related to public offering, etc. and an annual securities report and documents attached thereto under the provisions of the preceding two paragraphs, by deeming the document stating particulars related to public offering, etc. and the annual securities report to be the statement set forth in paragraph (1) and deeming submission of the former to be submission of the latter.
(13)The articles of incorporation or other documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors must accompany the statement set forth in paragraph (1).
(Submission of Statements and Other Documents to a Financial Instruments Exchange)
Article 6An issuer of the securities set forth in the following items must submit a copy of the statement and other documents set forth in paragraph (1) and paragraph (10) of the preceding Article to the person specified in the relevant item without delay after filing the notification under Article 4, paragraphs (1) to (3):
(i)securities listed on a financial instruments exchange: that financial instruments exchange; and
(ii)securities specified by Cabinet Order as having equivalent distribution statuses to the securities referred to in the preceding item: the Authorized financial instruments firms association specified by Cabinet Order.
(Voluntary Submission of Amended Statements)
Article 7(1)If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes or any other circumstance arises that is specified by Cabinet Office Order as necessitating that the content of such documents be amended in the public interest or for the protection of investors, the person filing the notification (or, if it is after a company is incorporated through the issuance of the Securities for which the notification was filed, the company; the same applies hereinafter) must submit an amended statement to the Prime Minister. The same also applies in the absence of such a reason, if the person filing the notification finds there to be something in the statement or other document that necessitates an amendment.
(2)The provisions of Article 5, paragraphs (6) through (9) apply mutatis mutandis to cases where a statement-filing foreign company submits an amendment of the foreign company statements under the provisions of the preceding paragraph.
(3)The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a company submitting a regulated securities registration statement (limited to cases where it submits a document stating particulars related to public offering, etc. and an annual securities report and documents attached thereto under the provisions of Article 5, paragraphs (10) and (11); the same applies in the following paragraph and paragraph (5)) submits an amendment report for the annual securities report pursuant to the provisions of paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1) following the deemed replacement of terms, by deeming the amendment report to be the amendment report set forth in paragraph (1) for a document that has been deemed to be the statement set forth in Article 5, paragraph (1) pursuant to paragraph (12) of that Article, and deeming submission of the former to be submission of the latter.
(4)The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a company submitting a regulated securities registration statement submits, with regard to regulated securities associated with a document that has been deemed to be the statement set forth in Article 5, paragraph (1) pursuant to paragraph (12) of that Article (limited to those for which public offering or secondary distribution has already been being conducted continuously), a semiannual securities report (or an annual securities report, in cases where the specific period for the regulated securities does not exceed six months) (hereinafter referred to as a "semiannual securities report, etc." in this paragraph and the following paragraph), by deeming the semiannual securities report, etc. to be the amendment report set forth in paragraph (1) for the statement, and deeming submission of the former to be submission of the latter.
(5)The provisions of paragraph (3) apply mutatis mutandis to cases where a company submitting a regulated securities registration statement (limited to one that has submitted the semiannual securities report, etc. set forth in the preceding paragraph) submits an amendment report for the semiannual securities report, etc. pursuant to the provisions of paragraph (1) as applied mutatis mutandis pursuant to Article 24-5, paragraph (5) (Article 24-2, paragraph (1) in cases where the semiannual securities report, etc. is an Annual securities report) following the deemed replacement of terms.
(Effective Date of Notifications)
Article 8(1)A notification under Article 4, paragraphs (1) through (3) comes into effect on the day on which 15 days have elapsed since the day on which the Prime Minister accepted the statement under Article 5, paragraph (1) (or, if the particulars referred to in the proviso to Article 5, paragraph (1) are not stated in the statement, the amended statement under paragraph (1) of the preceding Article which is connected with those particulars; the same applies in the following paragraph).
(2)With regard to the application of the preceding paragraph if an amended statement under the preceding Article is submitted within the period set forth in paragraph (1) of the preceding paragraph, the statement set forth in Article 5, paragraph (1) is deemed to be accepted by the Prime Minister on the day that the Prime Minister accepts the amended statement.
(3)If the Prime Minister finds that the statement or other documents under Article 5, paragraph (1) or paragraph (13) or paragraph (1) of the preceding Article are easily understandable to the public or finds that information about the particulars set forth in Article 5, paragraph (1), item (ii) with regard to the person that submitted the statement and other documents is already widely available to the public, the Prime Minister may designate a period for the person which is shorter than that referred to in paragraph (1), or may notify the person that the notification under Article 4, paragraphs (1) through (3) will become effective immediately or on the day after the day on which the Prime Minister accepts the statement referred to in paragraph (1). In such a case, a notification under Article 4, paragraphs (1) through (3) becomes effective on the day on which the shorter period has elapsed if a shorter period has been designated, or immediately or on the following day if the person has been so notified.
(4)The provisions of paragraph (2) apply mutatis mutandis if a shorter period is designated as under the preceding paragraph.
(Order to Submit an Amended Statement Due to a Formal Deficiency)
Article 9(1)If the Prime Minister finds a formal deficiency in a statement or other document under Article 5, paragraph (1) or paragraph (13) or Article 7, paragraph (1) or finds such statement or other document to insufficiently state a material particular that is required to be stated, the Prime Minister may order the person that submitted it to submit an amended statement. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)The provisions of Article 5, paragraphs (6) through (8) apply mutatis mutandis to cases where a statement-filing foreign company submits an amendment of the foreign company statements under the provisions of the preceding paragraph.
(3)Notwithstanding the provisions of Article, if the disposition under the preceding paragraph (1) has been reached, the notification under Article 4, paragraphs (1) through (3) becomes effective on the day on which the period designated by the Prime Minister has elapsed.
(4)The provisions of paragraphs (2) through (4) of the preceding Article apply mutatis mutandis in the case referred to in the preceding paragraph.
(5)The disposition under paragraph (1) may not be reached on or after the day on which the notification under Article 4, paragraphs (1) through (3) becomes effective; provided, however, that this does not apply to any amended statement submitted pursuant to Article 7, paragraph (1) on or after that day.
(Order to Submit an Amended Statement and Order Suspending the Validity of a Notification Due to a False Statement)
Article 10(1)If the Prime Minister discovers that a securities registration statement contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, the Prime Minister, at any time, may order the person submitting the securities registration statement to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3). In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)The provisions of Article 5, paragraphs (6) through (8) apply mutatis mutandis to cases where a statement-filing foreign company submits an amendment of the foreign company statements under the provisions of the preceding paragraph.
(3)The provisions of paragraphs (2) and (3) of the preceding Article apply mutatis mutandis if an order to submit an amended statement under the preceding paragraph is issued before the notification under Article 4, paragraphs (1) through (3) comes into effect.
(3)If an order for suspension under paragraph (1) is issued and an amended statement under that paragraph is submitted, and if the Prime Minister finds the amended statement to be appropriate, the Prime Minister is to cancel the order for suspension under that paragraph.
(Suspension of the Validity of Notifications Made Within One Year After the Submission of a Securities Registration Statement Containing a False Statement)
Article 11(1)If a securities registration statement contains a false statement about a material particular and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may issue an order against the person submitting the securities registration statement with regard to that securities registration statement or with regard to any other statement as set forth in Article 5, paragraph (1), shelf registration statement as set forth in Article 23-3, paragraph (1), or shelf registration supplements as set forth in Article 23-8, paragraph (1) which the person submitting the relevant securities registration statement submits within one year of the day on which the person submitted that securities registration statement, ordering the suspension of the validity of the notification or of the shelf registration under the relevant shelf registration statement or shelf registration supplements, or may extend the period stipulated in Article 8, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-5, paragraph (1)), for the period that the Prime Minister considers appropriate in the public interest or for the protection of investors. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)If a disposition under the preceding paragraph is reached and the Prime Minister finds that the content of an amended statement submitted pursuant to Article 7, paragraph (1) or paragraph (1) of the preceding Article in relation to the false statement referred to in the preceding paragraph is appropriate, and that allowing the acquisition or sale of securities issued by the person that submitted the securities registration statement through a public offering or secondary distribution will not compromise the public interest or the protection of investors, the Prime Minister may cancel the disposition under the preceding paragraph.
(Submission of a Copy of an Amended Statement to a Financial Instruments Exchange)
Article 12The provisions of Article 6 apply mutatis mutandis when an amended statement is submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1).
(Preparation of the Prospectus and Prohibition against the Use of a Prospectus Containing a False Statement)
Article 13(1)The issuer of securities whose public offering or secondary distribution (including General Solicitation Involving Securities Acquired by a qualified institutional investor (excluding anything falling under the category of a secondary distribution of securities) and also including general solicitation involving securities acquired by a professional investor excluding anything falling under the category of a secondary distribution of securities); hereinafter the same applies in this Article and Article 15, paragraphs (2) through (4) and paragraph (6)) is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2) or the main clause of Article 4, paragraph (3), must prepare a prospectus for such public offering or secondary distribution. The same applies to an issuer of securities whose secondary distribution (excluding one with a total distribution value of less than 100 million yen or one that falls under the categories specified by Cabinet Office Order) falls under a case in which disclosure has been made (meaning a case in which disclosure has been made as referred to in Article 4, paragraph (7); hereinafter the same applies in this Chapter) (such securities are hereinafter referred to as "securities for which disclosure has already been made" in this Chapter); provided, however, that this does not apply to cases where the public offering of those securities is conducted by public offering of share option certificates (limited to those conducted by allotment of share options without contribution specified in Article 277 of the Companies Act to which the main clause of Article 4, paragraph (1), the main clause of paragraph (2) of that Article or the main clause of paragraph (3) of that Article is applicable) which satisfies all of the following requirements:
(i)the share option certificates are listed on a financial instruments exchange, or after issuance thereof, are scheduled to be listed without delay; and
(ii)the fact that a notification under the main clause of Article 4, paragraph (1), the main clause of paragraph (2) of that Article or the main clause of paragraph (3) of that Article had been made in relation to the share option certificates and any other matters specified by Cabinet Office Order are published in a daily newspaper that publishes matters on current affairs after the notification was made without delay.
(2)For the category of cases set forth in the following items, the details of the particulars that are specified in that item must be stated in the prospectus referred to in the preceding paragraph; provided, however, that if a statement under the main clause of Article 5, paragraph (1) has been submitted pursuant to the proviso to Article 5, paragraph (1), without the issue price or any other particular specified by Cabinet Office Order being stated among those in item (i) of that paragraph (hereinafter referred to as the "issue price, etc." in this paragraph and Article 15, paragraph (5)), the prospectus in the case set forth in item (i), below, is not required to state the issue price, etc.:
(i)if the prospectus must be delivered pursuant to the main clause of Article 15, paragraph (2): for a category of securities specified in the following (a) or (b), the particulars set forth in (a) or (b):
(a)securities whose public offering or secondary distribution is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3): the following particulars:
1.among those set forth in the items of Article 5, paragraph (1), (in cases where foreign company statements and supplementary documents thereof are submitted under the provisions of paragraphs (6) and (7) of that Article for the relevant public offering or secondary distribution, matters that should be stated therein under those provisions; hereinafter the same applies in this paragraph), the particulars specified by Cabinet Office Order as having a very material influence on investors' investment decisions; and
2.particulars specified by Cabinet Office Order other than those set forth in the items of Article 5, paragraph (1);
(b)securities for which disclosure has already been made: the following particulars:
1.the particulars set forth in (a), 1., above; and
2.particulars specified by Cabinet Office Order other than those set forth in the items of Article 5, paragraph (1);
(ii)if the prospectus must be delivered pursuant to Article 15, paragraph (3): for a category of securities specified in the following (a) or (b), the particulars specified in (a) or (b):
(a)securities whose public offering or secondary distribution is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3): the following particulars:
1.among those set forth in the items of Article 5, paragraph (1), the particulars specified by Cabinet Office Order as having a material influence on investors' investment decisions; and
2.particulars specified by Cabinet Office Order other than those set forth in the items of Article 5, paragraph (1);
(b)securities for which disclosure has already been made: the following particulars:
1.the particulars set forth in (a), 1., above; and
2.particulars specified by Cabinet Office Order other than those set forth in the items of Article 5, paragraph (1);
(iii)if the prospectus must be delivered pursuant to the main clause of Article 15, paragraph (4): the particulars stated in the amended statement under Article 7, paragraph (1).
(3)If, in a prospectus under item (i) or (ii) of the preceding paragraph that a person submitting a notification to which the provisions of Article 5, paragraph (4) apply (including as applied mutatis mutandis pursuant to paragraph (5) of that Article; the same applies hereinafter) is required to prepare or that a person satisfying all of the requirements specified in the items of Article 5, paragraph (4) is required to prepare in connection with securities for which disclosure Has already been made, the relevant person has stated that reference should be made to the reference documents, that person is deemed to have stated the particulars set forth in Article 5, paragraph (1), item (ii).
(4)It is prohibited for any person to use a prospectus referred to in paragraph (1) that contains a false statement or omits a statement as to a detail that is required to be stated, for a public offering or secondary distribution of securities that is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3), or for a public offering or secondary distribution of securities for which disclosure has already been made.
(5)It is prohibited for any person to make a false or misleading representation in documents, drawings, sounds, or other materials (this includes anything that shows the contents of information that has been recorded in electronic or magnetic records (meaning records used in computer data processing which are created in electronic form, magnetic form, or any form that is otherwise impossible to perceive through the human senses alone; the same applies hereinafter), if such materials have been prepared as electronic or magnetic records; the same applies in Article 17) other than the prospectus referred to in paragraph (1), which are used for the purpose of a public offering or secondary distribution of securities that is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3) or for a public offering or secondary distribution securities for which disclosure has already been made.
Article 14Deleted
(Prohibition of Transactions in Securities Prior to a Notification Coming into Effect, and Delivery of Prospectus)
Article 15(1)It is prohibited for an issuer, person that conducts a secondary distribution of securities, underwriter (including a person that, with regard to a general solicitation involving securities acquired by a qualified institutional investor (except in a case in which disclosure has been made with regard to the securities for which the general solicitation is issued) or with regard to a general solicitation involving securities acquired by a professional investor (except in a case in which disclosure has been made with regard to the securities for which the general solicitation is issued), conducts any of the acts specified in the items of Article 2, paragraph (6); hereinafter the same applies in this Chapter), financial instruments business operator, registered financial institution, or financial instruments intermediary service provider, or a financial service intermediary (meaning the financial service intermediary prescribed in Article 11, paragraph (6) of the Act on the Provision of Financial Services (Act No. 101 of 2000), limited to those engaging in securities, etc. intermediary business operations (meaning the securities, etc. intermediary business operations provided for in paragraph (4) of that Article; the same applies hereinafter); the same applies hereinafter) to cause securities to be acquired whose public offering or secondary distribution is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3), nor may it sell such securities through a public offering or secondary distribution, unless the notification under the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3) has become effective.
(2)When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, financial instruments intermediary service provider or financial service intermediary causes securities referred to in the preceding paragraph, or securities for which disclosure has already been made, to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, it must deliver a prospectus that states the particulars specified in Article 13, paragraph (2), item (i) to the other person in advance or at the same time; provided, however, that this does not apply in the following cases:
(i)the securities are acquired by or sold to a qualified institutional investor (unless the qualified institutional investor requests to be delivered the prospectus by the time it acquires or is sold the securities through the public offering or secondary distribution); or
(ii)the securities are acquired by or sold to a person set forth in the following, and such person has consented not to be delivered the prospectus (unless the consenting person requests to be delivered the prospectus by the time it acquires or is sold the securities through the public offering or secondary distribution):
(a)a person that already holds the same issue of securities as the relevant securities; or
(b)a person living with the consenting person has already received the prospectus or is reliably expected to receive the prospectus;
(iii)cases referred to in the proviso to Article 13, paragraph (1).
(3)When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, financial instruments intermediary service provider or financial service intermediary causes securities referred to in paragraph (1) (limited to those specified by Cabinet Order; hereinafter the same applies in this paragraph), or securities for which disclosure has already been made, to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, if the counterparty requests to be delivered a prospectus that states the particulars specified in Article 13, paragraph (2), item (ii) by the time the counterparty acquires or is sold the securities through the public offering or secondary distribution, the issuer, person that conducts the secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, or financial instruments intermediary service provider must deliver that prospectus immediately.
(4)When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, financial instruments intermediary service provider or financial service intermediary causes securities referred to in paragraph (1) or securities for which disclosure has already been made to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, if an amended statement under Article 7, paragraph (1) has been submitted in connection with the statement referred to in the main clause of Article 5, paragraph (1) for the relevant securities, the issuer, person that conducts the secondary distribution of securities, underwriter, financial instruments business operator registered financial institution, or financial instruments intermediary service provider must deliver a prospectus that states the particulars specified in Article 13, paragraph (2), item (iii) in advance, or at the same time; provided, however, that this does not apply in the cases specified in the items of paragraph (2).
(5)The main clause of the preceding paragraph does not apply if an indication that the issue price, etc. will be announced separately and the means of its announcement (limited to means specified by Cabinet Office Order) are stated in a prospectus referred to under paragraph (2) which has been delivered without the issue price, etc. being stated pursuant to the proviso to Article 13, paragraph (2), and if the issue price, etc. has actually been announced by those means.
(6)The provisions of paragraph (2) to the preceding paragraph apply mutatis mutandis if the remainder of the securities referred to in paragraph (1) that are not acquired by any person through a public offering or secondary distribution (excluding securities that fall under any of the categories specified in Article 24, paragraph (1), items (i) and (ii)) is caused to be acquired or is sold other than through a public offering or secondary distribution within three months (excluding, if an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) has been issued, the period from the day on which the order for suspension was issued until the day on which the order was canceled) from the day on which the notification under Article 4, paragraphs (1) through (3) for the public offering or secondary distribution came into effect.
(Compensatory Liability of Violators)
Article 16A person violates the preceding Article in causing securities to be acquired is liable to compensate the person that acquires the securities for damage arising from the violation.
(Compensatory Liability of a Person Using a Prospectus Containing a False Statement)
Article 17A person that, in a public offering or secondary distribution of securities that is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2) or the main clause of Article 4, paragraph (3) or of securities for which disclosure has already been made, causes securities to be acquired while using a prospectus referred to in Article 13, paragraph (1) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, or while using materials that contain a false or misleading representation about a material particular, or that omit a representation of material fact that is necessary to prevent them from being misleading, is liable to compensate for damage sustained by a person that acquires the securities without knowing that the statement is false or has been omitted, that the representation is false or misleading, or that a representation has been omitted; provided, however, that this does not apply if the person that would be liable to compensate proves it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted, or that the representation was false or misleading.
(Compensatory Liability of the Person Submitting a Securities Registration Statement Containing a False Statement)
Article 18(1)If a securities registration statement contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, the person that submitted the securities registration statement is liable to compensate for damage sustained by a person that acquires the securities through the public offering or secondary distribution; provided, however, that this does not apply if the person that acquires the securities knows that the statement is false or has been omitted at the time the person offers to acquire the securities.
(2)The preceding paragraph applies mutatis mutandis if a prospectus referred to in Article 13, paragraph (1) contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in the preceding paragraph, the phrase "the person that submitted the securities registration statement" is deemed to be replaced with "the issuer that prepared the prospectus" and the phrase "through the public offering or secondary distribution" is deemed to be replaced with "through the public offering or secondary distribution after receiving the prospectus".
(Amount of Compensatory Liability Person Submitting a Securities Registration Statement That Contains a False Statement)
Article 19(1)The amount of compensation for which a person is liable pursuant to the preceding Article is the amount calculated by deducting the amount specified in each of the following items from the amount that the claimant paid to acquire the securities:
(i)the market value of the securities at the time the claimant claims damages pursuant to the preceding Article (or, if they have no market value, their estimated disposal value at such time); or
(ii)the disposal value of the securities, if they were disposed of before the time referred to in the preceding item.
(2)If the person that would be liable to compensate pursuant to the preceding Article proves that the whole or part of the damage sustained by the claimant is due to circumstances other than the decline in the value of the securities that would have arisen from the securities registration statement or the prospectus containing a false statement about a material particular, omitting a statement as to a material particular that is required to be stated, or omitting a statement of material fact that is necessary to prevent it from being misleading, the person is not liable for the whole or such part of the compensation.
(Prescription of the Right to Claim Compensation from the Person Submitting a Securities Registration Statement That Contains a False Statement)
Article 20A claim for compensation under Article 18 extinguishes by prescription in the following cases:
(i)when compensation is not claimed within three years from the time when the claimant comes to know, or in exercise of reasonable care could have come to know, that the Securities Registration Statement or the Prospectus includes a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading; or
(ii)when compensation is not claimed within seven years (excluding, if an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) has been issued, the period from the day on which the order for suspension is issued to the day on which the order is canceled) from the time when the notification under Article 4, paragraphs (1) to (3) for the relevant Public Offering or Secondary Distribution of the Securities comes into effect or the Prospectus is delivered.
(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)
Article 21(1)If a securities registration statement contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, the following persons are liable to compensate a person that acquires the relevant securities through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted; provided, however, that this does not apply if the person that acquires the securities knows that the statement is false or has been omitted at the time the person offers to acquire the securities:
(i)a person that, at the time of submission of the securities registration statement, is an officer (meaning a director, accounting advisor, company auditor, executive officer, or a person equivalent thereto; the same applies hereinafter, except in Article 163 to Article 167) of the company that submitted the securities registration statement, or an incorporator of that company (limited to cases in which the securities registration statement was submitted before the incorporation of the company);
(ii)the holder of the securities subject to the secondary distribution (or, if the holder had acquired the securities from their previous holder by entering into a contract specifying that the securities would be sold through a secondary distribution, the previous holder that is the other party to the contract);
(iii)a certified public accountant or the auditing firm that, in the audit certification provided for in Article 193-2, paragraph (1) in connection with the securities registration statement, certifies a statement in the documents under the audit certification which is false or has been omitted, as not being false or as not having been omitted; and
(iv)the financial instruments business operator or registered financial institution that concludes the original underwriting contract with the issuer of the securities subject to the public offering or with either person specified in item (ii).
(2)In the case referred to in the preceding paragraph, a person set forth in any of the following items is not liable for the compensation set forth in that paragraph, if that person proves the particular set forth in the relevant item:
(i)the person specified in item (i) or (ii) of the preceding paragraph: it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted;
(ii)a person or firm specified in item (iii) of the preceding paragraph: it did not intentionally or negligently provide such inappropriate certification; and
(iii)the person or firm specified in item (iv) of the preceding paragraph: it did not know, and, with respect to parts other than the part involving documents related to financial accounting provided for in Article 193-2, paragraph (1), in the exercise of reasonable care it could not have known, that the statement was false or had been omitted.
(3)The provisions of paragraph (1), items (i) and (ii), and item (i) of the preceding paragraph apply mutatis mutandis if a prospectus referred to in Article 13, paragraph (1) contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in paragraph (1), the phrase "through the relevant public offering or secondary distribution" is deemed to be replaced with "through the relevant public offering or secondary distribution after receipt of the prospectus", the phrase "the company that submitted the securities registration statement" is deemed to be replaced with "the company that prepared the prospectus", the phrase "at the time of submission" is deemed to be replaced with "at the time of preparation", and the phrase "was submitted" is deemed to be replaced with "was prepared".
(4)The term "original underwriting contract" as used in paragraph (1), item (iv) means one of the following contracts concluded on the occasion of a public offering or secondary distribution of securities:
(i)a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them; or
(ii)a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder;
(iii)in the event that the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent thereto; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent thereto; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter will acquire the share option certificates associated with the unexercised share options from the issuer or holder thereof and that it or a third party will exercise them.
(Compensatory Liability of a Person Submitting a Document That Contains a False Statement)
Article 21-2(1)If a document set forth in the items of Article 25, paragraph (1) (excluding items (v) and (ix)) (hereinafter referred to as a "document" in this Article) contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, the person submitting the document is liable to compensate a person that, during the period the document is being made available for public inspection as required by Article 25, paragraph (1), acquires or disposes of securities issued by the person submitting the document (excluding a document set forth in Article 25, paragraph (1), item (xii)) or by a person whose parent company, etc. (meaning a parent company, etc. as defined by Article 24-7, paragraph (1)) is the person submitting the document (limited to a document set forth in Article 25, paragraph (1), item (xii)) other than through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted (hereinafter collectively referred to as being a "false statement, etc." in this Article), to an extent not exceeding the amount calculated in accordance with the rule provided in Article 19, paragraph (1); provided, however, that this does not apply if the person that acquires or disposes of the securities knows of the false statement, etc. at the time of the acquisition or disposal.
(2)In the case referred to in the preceding paragraph, if the person that would be liable to compensate proves that they did not intentionally or negligently make the false statement, etc. in the relevant document, that person is not liable for the compensation under the provisions of that paragraph.
(3)In the case referred to in the main clause of paragraph (1), if the fact that a false statement, etc. in the relevant document is contained is disclosed, a person that has acquired the relevant securities within the one year prior to the day of the disclosure of the existence of the false statement, etc. (hereinafter referred to as the "disclosure date" in this paragraph) and that continues to hold the securities on the disclosure date, may assert the amount calculated by deducting the average market value (or, if no market value exists, the estimated disposal value; hereinafter the same applies in this paragraph) during the one month after the disclosure date from the average market value during one month prior to the disclosure date, to be the amount of damage arising from the document's false statement, etc.
(4)The term "disclosure of the existence of a false statement, etc." as used in the preceding paragraph means that the person submitting the document or a person that has statutory authority over the person submitting the document has taken measures to put the material particular that is required to be stated and that the document's false statement, etc. concerns or the material fact that is necessary to prevent the document from being misleading in connection with the same, into a form that allows for a large number of persons to learn of it through public inspection provided in Article 25, paragraph (1) or through other means.
(5)In the case referred to in paragraph (3), if the person that would be liable to compensate proves that the whole or part of the damage sustained by the claimant was due to circumstances other than the decline in the value of the securities that could have arisen from the document's false statement, etc., the person is not liable for the whole or such part of the compensation.
(6)In a case referred to in paragraph (3) other than one referred to in the preceding paragraph, if the court finds that the whole or part of the damage sustained by the claimant was due to circumstances other than the decline in the value of the securities that could have arisen from the document's false statement, etc., but that it is extremely difficult to prove the amount of damage arising from such other circumstances due to the nature thereof, based on the entire import of oral arguments and the results of an examination of evidence, the court may determine an appropriate amount as the amount of damage for which the relevant person is not liable to compensate.
(Prescription of the Right to Claim Compensation from a Person Submitting a Document That Contains a False Statement)
Article 21-3The provisions of Article 20 apply mutatis mutandis to a claim for compensation under the preceding Article. In this case, in Article 20, the phrase "Article 18" is deemed to be replaced with "Article 21-2", in item (i) of that Article, the phrase "the securities registration statement or the prospectus" is deemed to be replaced with "a document set forth in one of the items of Article 25, paragraph (1) (excluding items (v) and (ix))", the phrase "three years" is deemed to be replaced with "two years", and in item (ii) of that Article, the phrase "within seven years (excluding, if an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) has been issued, the period from the day on which the order for suspension is issued to the day on which the order is canceled) from the time when that the notification under Article 4, paragraphs (1) through (3) for the relevant public offering or secondary distribution of the securities comes into effect or the prospectus is delivered" is deemed to be replaced with "within five years from the time when the document is submitted".
(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)
Article 22(1)If a securities registration statement contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, persons set forth in Article 21, paragraph (1), items (i) and (iii) are liable to compensate a person that, without knowing that the statement is false or has been omitted, acquires or disposes of securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted.
(2)The provisions of Article 21, paragraph (2), items (i) and (ii) apply mutatis mutandis to a person that would be liable for the compensation set forth in the preceding paragraph.
(Prohibition on Presuming the Veracity of a Securities Registration Statement)
Article 23(1)No person may deem, based on a notification under Article 4, paragraphs (1) to (3) for a public offering or secondary distribution of securities having been made and having come into effect, nor based on the an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) having been canceled, that the Prime Minister certifies a statement contained in the securities registration statement submitted for the notification to be true and accurate, that the Prime Minister certifies that the securities registration statement does not omit a statement as to a material particular, or that the Prime Minister guarantees or recognizes the value of the securities.
(2)No person may make a representation that is in violation of the provisions of the preceding paragraph.
(Replacement of Terms for Application of Relevant Provisions When Reference Should Be Made to Reference Documents)
Article 23-2With regard to the application of Article 7, Articles 9 through 11, Articles 17 through 21, Article 22, and the preceding Article if a statement to which Article 5, paragraph (4) is applicable is submitted or an amended statement is submitted in connection with such a statement, or if a prospectus to which Article 13, paragraph (3) is applicable is prepared, in Article 7 paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (6)" is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (6) (including the reference documents for the statement, if it is one to which Article 5, paragraph (4) is applicable (including as applied mutatis mutandis pursuant to Article 5, paragraph (5); the same applies in Articles 9 through 11); the same applies in this paragraph)"; in Article 9, paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (6) or Article 7, paragraph (1)", is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (6) or Article 7 (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), that has been submitted in connection with such a statement)"; in Article 10, paragraph (1), the term " securities registration statement" is deemed to be replaced with " securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), paragraph (1) of the preceding Article or this paragraph which has been submitted in connection with such a statement)"; in Article 10, paragraph (4), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 11, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement or reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7 paragraph (1), Article 9, paragraph (1) or paragraph (1) of the preceding Article which has been submitted in connection with such a statement) contains"; in Article 11, paragraph (2), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 17, the term "prospectus" is deemed to be replaced with "prospectus (including the reference documents for the prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 18, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement or reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 18, paragraph (2), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus or reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 19, paragraph (2) and the first sentence of Article 20, item (i), the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7 paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)" and the term "prospectus" is deemed to be replaced with "prospectus (or a prospectus or reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 21, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement or reference Documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 21, paragraph (3), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus or reference documents for the prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement or reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; and in paragraph (1) of the preceding Article, the term " securities registration statement" is deemed to be replaced with "registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)".
(Submission of a Shelf Registration Statement)
Article 23-3(1)If an issuer of securities that is planning a public offering or secondary distribution satisfies the requirements specified in Article 5, paragraph (4) and the total issue value or the total distribution value of the securities for which the issuer is planning the public offering or secondary distribution (hereinafter referred to as the "planned amount of issuance") is 100 million yen or more (if the securities for which the issuer is planning the public offering or secondary distribution are share option certificates, this includes when the amount calculated by adding the total amount to be paid in upon the exercise of share options under those share option certificates to the planned amount of issuance is 100 million yen or more), the issuer of securities may register that public offering or secondary distribution of securities by submitting a document that, pursuant to the provisions of Cabinet Office Order, states the particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, including the period for which the issuer is planning the public offering or secondary distribution of the securities (hereinafter referred to as the "planned issuance period"), the class of the securities, the planned amount of issuance or the maximum outstanding balance, and the names of principal Financial instruments business operators and registered financial institution Institutions that plan to underwrite the securities (such document is hereinafter referred to as a "shelf registration statement") to the Prime Minister; provided, however, that this does not apply if the issuer is planning a secondary distribution or securities that have been the subject of a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that fell under the category of an exclusive solicitation to qualified institutional investors set forth in Article 23-13, paragraph (1) (limited to an exclusive solicitation to qualified institutional investors to which the main clause of Article 23-13, paragraph (1) is applicable) (excluding a case in which disclosure has been made with regard to the securities), a secondary distribution of securities for professional investors (excluding a case in which disclosure has been made with regard to the securities), or a secondary distribution of securities that have been the subject of a solicitation with a view to issuing new securities that fell under the category of a solicitation to a small number of investors set forth in Article 23-13, paragraph (4) (limited to a solicitation to a small number of investors to which the main clause of Article 23-13, paragraph (4) is applicable) (excluding a case in which disclosure has been made for the securities).
(2)The preceding paragraph applies only if, beyond the particulars specified by Cabinet Office Order which are referred to in that paragraph, the shelf registration statement referred to in that paragraph states, pursuant to the provisions of Cabinet Office Order, that reference should be made to the latest reference documents for the relevant issuer with regard to the particulars set forth in Article 5, paragraph (1), item (ii), and only if such shelf registration statement is accompanied by the documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors.
(3)The provisions of Article 4, paragraphs (1) through (3) do not apply to a public offering or secondary distribution of the securities for which a registration under paragraph (1) (hereinafter referred to as a "shelf registration") has been made.
(4)A company that is the issuer of securities for which a shelf registration has been made may continue to submit annual securities reports and accompanying documents under Article 24, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5); hereinafter the same applies in this paragraph), even after the obligation to submit an annual securities report under Article 24, paragraph (1) extinguishes, if their submission is necessary to satisfy the requirements set forth in Article 5, paragraph (4).
(Submission of an Amended Shelf Registration Statement)
Article 23-4If, on or after the day on which a shelf registration was made and before the day on which the shelf registration ceases to have effect, new documents are submitted that are of the same type as the reference documents to which the shelf registration statement states, pursuant to paragraph (2) of the preceding Article, that reference should be made (excluding cases where the shelf registration statement states the due date for the submission of the relevant same type of documents and the relevant same type of documents are submitted by the due date) or any other circumstance arises that is specified by Cabinet Office Order as necessitating that the content of the shelf registration statement and accompanying documents (hereinafter collectively referred to as "shelf registration documents" in this Article) be amended in the public interest or for the protection of investors, the person that made the shelf registration (hereinafter referred to as the "shelf registrant") must submit an amended shelf registration statement to the Prime Minister pursuant to the provisions of Cabinet Office Order. The same also applies in the absence of such a circumstance, if the shelf registrant finds there to be something in the shelf registration documents that necessitates an amendment. In this, the shelf registrant may not make an amendment in order to increase the planned amount of issuance or the maximum outstanding balance, change the planned issuance period, or change any other particular specified by Cabinet Office Order.
(Effective Date of a Shelf Registration Statement)
Article 23-5(1)The provisions of Article 8 apply mutatis mutandis to effectuation of a shelf registration statement. In this case, in Article 8, paragraph (1), the phrase "the statement under Article 5, paragraph (1) (or, if the particulars referred to in the proviso to Article 5, paragraph (1) are not stated in the statement, the amended statement under the paragraph (1) of preceding Article which is connected with those particulars; the same applies in the following paragraph)" is deemed to be replaced with "shelf registration statement provided for in Article 23-3, paragraph (1) (hereinafter referred to as a 'shelf registration statement' in this Article to Article 23)"; in Article 8, paragraph (2), the phrase "an amended statement under paragraph (1) of the preceding Article" is deemed to be replaced with "an amended shelf registration statement under Article 23-4" and the phrase "the statement set forth Article 5, paragraph (1)" is deemed to be replaced with "the shelf registration statement"; and in Article 8, paragraph (3), the phrase "statement or other document under Article 5, paragraph (1) or, paragraph (13) or paragraph (1) of the preceding Article" is deemed to be replaced with "shelf registration statement and accompanying documents or an amended shelf registration statement under Article 23-4 submitted before the day on which the shelf registration prescribed in Article 23-3, paragraph (3) (hereinafter referred to as a 'shelf registration' in this Article to Article 23) comes into effect" and the phrase "person submitting the statement and other documents" is deemed to be replaced with "person submitting that document".
(2)If, pursuant to the preceding Article, an amended shelf registration statement is submitted on or after the day on which a shelf registration comes into effect and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order the suspension of the validity of the shelf registration during a fixed period of no longer than 15 days designated thereby.
(Planned Issuance Period for Securities under Shelf Registration)
Article 23-6(1)The planned issuance period for securities under shelf registration is the period that is specified by Cabinet Office Order of up to two years from the day on which the shelf registration comes into effect.
(2)A Shelf Registration ceases to have effect on the day on which the planned issuance period under the preceding paragraph has elapsed.
(Submission of a Written Withdrawal of Shelf Registration)
Article 23-7(1)If a public offering or secondary distribution has ended for securities comprising the entire planned amount of issuance before the day on which the planned issuance period set forth in paragraph (1) of the preceding Article elapses, the shelf registrant must withdraw the shelf registration by submitting a written withdrawal of shelf registration in which it indicates this to the Prime Minister, pursuant to the provisions of Cabinet Office Order.
(2)Notwithstanding the provisions of paragraph (2) of the preceding Article, in a case referred to in the preceding paragraph, the shelf registration ceases to have effect on the day on which the Prime Minister accepts the written withdrawal of shelf registration.
(Submission of Shelf Registration Supplements)
Article 23-8(1)It is prohibited for an issuer, person that engages in the secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, financial instruments intermediary service provider or financial service intermediary to cause securities whose public offerings or secondary distributions have been registered in advance through a shelf registration to be acquired through public offerings or secondary distributions, or to sell such securities through public offerings or secondary distributions, unless the shelf registration has come into effect and a document stating the total issue value or total distribution value, conditions of issuance or distribution of the securities, and any other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as "shelf registration supplement") has been submitted to the Prime Minister for each public offering or secondary distribution, pursuant to the provisions of Cabinet Office Order; provided however, that this does not apply to public offerings or secondary distributions specified by Cabinet Office Order if the total issue value or total distribution value of each public offering or secondary distribution is less than 100 million.
(2)Notwithstanding the provisions of the preceding paragraph, the issuer, person that engages in the secondary distribution of securities, underwriter, financial instruments business operator, or registered financial institution may cause short-term corporate bonds provided for in Article 66, item (i) of the Act on Book-Entry Transfer of Corporate Bonds and Shares or any other bonds, etc. specified by Cabinet Order that are among the book-entry bonds, etc. set forth in Article 129, paragraph (1) of that Act (limited to those with an outstanding balance that is made available for public inspection by the book-entry transfer institution (meaning a book-entry transfer institution provided for in Article 2, paragraph (2) of that Act) that deals in the relevant book-entry bonds, etc.), whose public offerings or secondary distributions have been registered in advance through a shelf registration, to be acquired through public offerings or secondary distributions or to sell such bonds, etc. through public offerings or secondary distributions, if the shelf registration has come into effect.
(3)If a public offering or secondary distribution of securities will be made only to shareholders that are stated or recorded in the shareholder register as of a certain date, the shelf registration supplement for that public offering or secondary distribution must be submitted by 10 days prior to that date; provided, however, that this does not apply in the cases that are specified by Cabinet Office Order in consideration of the issue price or distribution price or other circumstances.
(4)The provisions of Article 4, paragraphs (5) and (6) apply mutatis mutandis to a public offering or secondary distribution of securities to which the proviso to paragraph (1) is applicable. In this case, in Article 4, paragraph (5), the phrase "in a specified public offering" is deemed to be replaced with "in a public offering or secondary distribution" and the phrase "apply to the relevant specified public offering" is deemed to be replaced with "apply to the relevant public offering or secondary distribution"; and in Article 4, paragraph (6), the phrase "the securities in the specified public offering, etc." is deemed to be replaced with "the relevant securities", the phrase "the specified public offering, etc. begins" is deemed to be replaced with "the public offering or secondary distribution begins", the phrase "a written notice of the specified public offering, etc." is deemed to be replaced with "a written notice of the public offering or secondary distribution", and the phrase "a secondary distribution of securities set forth in paragraph (4) whose total distribution value is less than 100 million yen in a case in which disclosure has been made, nor to a secondary distribution of securities as set forth in paragraph (1), item (iii) conducted by a person other than the issuer of the relevant securities or a person specified by Cabinet Office Order, nor to a Public offering or secondary distribution of securities as set forth in item (v) of that paragraph whose total issue value" is deemed to be replaced with "a public offering or secondary distribution whose total issue value".
(5)As well as stating, pursuant to the provisions of Cabinet Office Order and in addition to the particulars specified by Cabinet Office Order which are referred to in paragraph (1), that reference should be made to the latest reference documents on the issuer with regard to the particulars set forth in Article 5, paragraph (1), item (ii), the shelf registration supplements referred to in paragraph (1) must be accompanied by the documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest for the protection of investors.
(Order to Submit an Amended Shelf Registration Statement Due to a Formal Deficiency)
Article 23-9(1)If the Prime Minister finds a formal deficiency in a shelf registration statement (including reference documents for that registration statement) or accompanying document or in an amended shelf registration statement under Article 23-4 (including reference documents for that amended registration statement), or finds any of these documents to insufficiently state a material particular that is required to be stated therein, the Prime Minister may order the person submitting the document to submit an amended shelf registration statement. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)Notwithstanding the provisions of Article 8 as applied mutatis mutandis pursuant to Article 23-5, paragraph (1), if a disposition under the preceding paragraph is reached before the day on which the shelf registration comes into effect, the shelf registration comes into effect on the day on which the period designated by the Prime Minister elapses following the day on which the Prime Minister accepts the shelf registration statement for that shelf registration.
(3)In a case referred to in the preceding paragraph, if an amended shelf registration statement under Article 23-4 is submitted during the period designated by the Prime Minister, the shelf registration statement is deemed to have been accepted by the Prime Minister on the day on which the Prime Minister accepts the amended shelf registration statement.
(4)In a case referred to in the preceding paragraph, if the Prime Minister finds that an amended shelf registration statement under Article 23-4 is easily understandable to the public or finds that information about the particulars set forth in Article 5, paragraph (1), item (ii) with regard to the person that submitted the amended shelf registration statement is already widely available to the public, the Prime Minister may designate a period that is shorter than that which the Prime Minister has designated as under paragraph (2). In such a case, the shelf registration comes into effect on the day on which the shorter period has elapsed.
(5)The provisions of paragraph (3) apply mutatis mutandis if the shorter period under the preceding paragraph is designated and an amended shelf registration statement under Article 23-4 is submitted during that shorter period.
(Order to Submit an Amended Shelf Registration Statement Due to a False Statement)
Article 23-10(1)If the Prime Minister finds that a shelf registration statement (including reference documents for that shelf registration statement) or accompanying document, an amended shelf registration statement under Article 23-4 or paragraph (1) of the preceding Article (including reference documents for that amended shelf registration statement), or a shelf registration supplement (including a reference document for a shelf registration supplement) or accompanying document contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading, the Prime Minister, at any time, may order the person submitting the document to submit an amended shelf registration statement. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)The provisions of paragraphs (2) through (5) of the preceding Article apply mutatis mutandis if an order is issued to submit an amended shelf registration statement under the preceding paragraph before the day on which the shelf registration comes into effect.
(3)If the Prime Minister finds it to be necessary upon reaching a disposition under paragraph (1) on or after the day that a shelf registration comes into effect the Prime Minister may order the suspension of the validity of the shelf registration.
(4)If an order for suspension under the preceding paragraph is issued and an amended shelf registration statement under paragraph (1) is submitted, and if the Prime Minister finds the amended shelf registration statement to be appropriate, the Prime Minister cancels the order for suspension under the preceding paragraph.
(5)The provisions of the preceding paragraphs apply mutatis mutandis if the Prime Minister finds that an amended shelf registration statement submitted pursuant to paragraph (1) (including reference documents referenced therein) contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading.
(Suspension of the Validity of a Shelf Registration Due to a False Statement)
Article 23-11(1)If a shelf registration statement or an accompanying document, an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) or paragraph (1) of the preceding Article (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5)), a shelf registration supplement or an accompanying document, or a reference document for any of the foregoing documents, contains a false statement about a material particular and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may issue an order against the person submitting that document, with regard to any shelf registration statement or accompanying document, amended shelf registration statement, or shelf registration supplement or accompanying document (hereinafter collectively referred to as a "shelf registration document, etc." in this Article), or with regard to any statement as set forth in Article 5, paragraph (1), shelf registration statement, or shelf registration supplement, that the person submitting the relevant shelf registration document, etc. submits within one year of the day on which the person submits that shelf registration document, etc., ordering the suspension of the validity of the shelf registration under the shelf registration document, etc., the validity of the notification under such a statement, or the validity of the shelf registration under such a shelf registration statement or shelf registration supplement, or may extend the period stipulated in Article 8, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-5, paragraph (1)), for the period that the Prime Minister considers appropriate in the public interest or for the protection of investors. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(2)If a disposition under the preceding paragraph is reached and the Prime Minister finds that the content of an amended shelf registration statement (including reference documents referenced therein) submitted pursuant to Article 23-4 or paragraph (1) of the preceding Article (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5)) in relation to the false statement referred to in the preceding paragraph is appropriate, and that allowing the acquisition or sale of securities issued by the person that submitted the shelf registration documents through a public offering or secondary distribution will not compromise the public interest or the protection of investors, the Prime Minister may cancel the disposition under the preceding paragraph.
(Mutatis Mutandis Application of Relevant Provisions for Shelf Registration Statements)
Article 23-12(1)The provisions of Article 6 apply mutatis mutandis if a shelf registration statement and accompanying documents, an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) or Article 23-10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5)) or shelf registration supplements and accompanying documents are submitted.
(2)The provisions of Article 13, paragraph (1) apply mutatis mutandis to the issuer of securities for which a shelf registration is filed, the main clause of Article 13, paragraph (2) applies mutatis mutandis to the prospectus prepared by the issuer of securities for which a shelf registration is filed, and the provisions of Article 13, paragraphs (4) and (5) apply mutatis mutandis to a public offering or secondary distribution of securities for which a shelf registration is filed. In this case, in the main clause of Article 13, paragraph (2), the phrase "For the category of cases set forth in the following items, the details of the particulars that are specified in that item" is deemed to be replaced with "The details that are required to be stated in a shelf registration statement, an amended shelf registration statement under Article 23-4, or shelf registration supplements, and the details specified by Cabinet Office Order".
(3)The provisions of Article 15, paragraphs (2) and (6) apply mutatis mutandis to a public offering or secondary distribution of securities for which a shelf registration is filed. In this case, in Article 15, paragraph (2), the phrase "a prospectus that states the particulars specified in Article 13, paragraph (2), item (i)" is deemed to be replaced with "the prospectus referred to in Article 13, paragraph (1) as applied mutatis mutandis pursuant to Article 23-12, paragraph (2)"; and in Article 15, paragraph (6), the phrase "paragraph (2) to the preceding paragraph" is deemed to be replaced with "paragraph (2)", the phrase "Article 10, paragraph (1) or Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)", and the phrase "the notification under Article 4, paragraphs (1) through (3) for the public offering or secondary distribution came into effect" is deemed to be replaced with "the shelf registration supplements are submitted for a shelf registration that has been filed for the public offering or secondary distribution and has already come into effect".
(4)The provisions of Article 16 apply mutatis mutandis to a person that violates the provisions of Article 23-8, paragraph (1) or (2), or Article 15, paragraph (2) or (6) as applied mutatis mutandis pursuant to the preceding paragraph in causing securities to be acquired.
(5)The provisions of Articles 17 through 21, Article 22, and Article 23 apply mutatis mutandis to a public offering or secondary distribution of securities for which a shelf registration is filed. In this case, in Article 17, the phrase "prospectus referred to in Article 13, paragraph (1)" is deemed to be replaced with "prospectus referred to in Article 13, paragraph (1) as applied mutatis mutandis pursuant to Article 23-12, paragraph (2) (including reference documents referenced therein)"; in Article 18, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "shelf registration documents, an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) or Article 23-10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5)) (hereinafter referred to as an 'amended shelf registration statement'), shelf registration supplements and accompanying documents, or reference documents for any of these documents (hereinafter referred to as 'shelf registration documents, etc.') contain", the phrase "the securities registration statement" is deemed to be replaced with "shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these", the phrase "a prospectus referred to in Article 13, paragraph (1) contains" in Article 18, paragraph (2) is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (including reference documents for that prospectus) contains"; in Article 19, paragraph (2), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc." and the phrase "the prospectus" is deemed to be replaced with "the prospectus (including reference documents for that prospectus)"; in Article 20, item (i), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc.", and the phrase "the prospectus contains" is deemed to be replaced with "the prospectus (including reference documents for that prospectus) contains", the phrase "Article 10, paragraph (1) or Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)", and in item (ii) of that Article, the phrase "from the time when the notification under Article 4, paragraphs (1) through (3) for the relevant public offering or secondary distribution of the securities comes into effect" is deemed to be replaced with "from the time when the shelf registration supplements are submitted for a shelf registration that has been filed for the relevant public offering or secondary distribution and has already come into effect"; in the non-itemized part of Article 21, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "shelf registration documents, etc. contain"; in Article 21, paragraph (1), items (i) and (iii), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; in Article 21, paragraph (3), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "prospectus referred to in Article 13, paragraph (1) (including reference documents for that prospectus)"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "the shelf registration documents, etc. contain" and the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; and in Article 23, the phrase "a notification under Article 4, paragraphs (1) through (3) for a public offering or secondary distribution of securities having been made and having come into effect" is deemed to be replaced with "a shelf registration having come into effect and shelf registration supplements for it having been submitted (or, for a public offering or secondary distribution of securities referred to in Article 23-8, paragraph (2), based on the shelf registration for it having come into effect)", the phrase "Article 10, paragraph (1) or Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)", the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc."; and the term "the notification" is deemed to be replaced with "the shelf registration".
(6)The provisions of paragraphs (2) and (3) and the provisions of Article 17, Article 18, paragraph (2) and Article 21, paragraph (3) as applied mutatis mutandis pursuant to the preceding paragraph do not apply to securities referred to in Article 23-8, paragraph (2).
(7)In cases where the issuer, a person that engages in secondary distribution of securities, an underwriter, a financial instruments business operator, a registered financial institution, a financial instruments intermediary service provider or a financial service intermediary has another person acquire securities for which the public offering or secondary distribution has been registered under the shelf registration, or sell such securities to another person, through public offering or secondary distribution, after the submission of a shelf registration statement for the relevant securities or shelf registration statement and amended shelf registration statement for the relevant shelf registration statement under Article 23-4, when a document stating the matters that should be stated in the relevant shelf registration statement, amended shelf registration statement thereof and shelf registration supplements thereof under Article 23-3, paragraphs (1) and (2), Article 23-4 and Article 23-8, paragraph (1) (excluding, among the conditions of issuance, issue price and any other matters specified by Cabinet Office Order (hereinafter referred to as the "issue price, etc." in this paragraph)) as well as to the effect that the issue price, etc. will be announced and means of announcement (limited to those specified by Cabinet Office Order) has been delivered in advance, and that issue price, etc. is announced by the method stated in the relevant document, that document is deemed to be the prospectus under Article 13, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2), and the announcement of that issue price, etc. is deemed to be the delivery under Article 15, paragraph (2) as applied mutatis mutandis pursuant to paragraph (3), notwithstanding the provisions of Articles 15, paragraphs (2) and (6) as applied mutatis mutandis pursuant to paragraph (3).
(Notification of Exclusive Solicitation to Qualified Institutional Investors)
Article 23-13(1)A person that issues a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities which falls under a case set forth in the following items (in item (ii), limited to a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to the provisions of Article 2, paragraph (3), item (i), and in a case set forth in item (iv), limited a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to paragraph (4), item (i) of that Article; hereinafter collectively referred to as "exclusive solicitation to qualified institutional investors" in this Article), must notify the solicited persons that the exclusive solicitation to qualified institutional investors falls under any of the following cases and that therefore the notification under Article 4, paragraph (1) has not been made for the exclusive solicitation to qualified institutional investors, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the exclusive solicitation to qualified institutional investors nor does it apply to a case specified by Cabinet Office Order that constitutes an exclusive solicitation to qualified institutional investors with a total issue value or transfer value of less than 100 million yen:
(i)a case set forth in Article 2, paragraph (3), item (ii), (a);
(ii)a case set forth in Article 2, paragraph (3), item (ii), (c) (but only if it comes to no longer fall under the category of case set forth in item (i) of that paragraph, due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);
(iii)a case set forth in Article 2, paragraph (4), item (ii), (a);
(iv)a case set forth in Article 2, paragraph (4), item (ii), (c) (but only if it comes to no longer fall under the category of case set forth in item (i) of that paragraph, due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);
(v)a case set forth in Article 2-3, paragraph (4), item (ii), (a); or
(vi)a case set forth in Article 2-3, paragraph (5), item (ii), (a).
(2)If a person that issues an exclusive solicitation to qualified institutional investors to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells securities through that exclusive solicitation to qualified institutional investors, such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.
(3)A person performing an act set forth in the following items must notify the person solicited of the particulars provided for in the relevant item, pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made for the securities with regard to which such act was performed:
(i)the solicitation for acquisition only for professional investors or a solicitation for selling, etc. only for professional investors: that a notification under Article 4, paragraph (1) has not been given for the solicitation for acquisition only for professional investors or solicitation for selling, etc. only for professional investors, and any other particular specified by Cabinet Office Order; and
(ii)solicitation with a view to delivering existing securities which is connected with securities for professional investors and which does not fall under the category of either a solicitation for selling, etc. only for professional investors or a general solicitation involving securities acquired by a professional investor (limited to those to which the main clause of Article 4, paragraph (3) is applicable): that the solicitation does not fall under a case in which disclosure has been made in connection with the securities for professional investors, and any other particular specified by Cabinet Office Order.
(4)A person that issues a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities that falls under a case set forth in any of the following items for the class of securities set forth in the relevant item (excluding a case that falls under the category of a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities for the securities set forth in Article 2, paragraph (1), item (ix) or those specified by Cabinet Order, and in the case set forth in item (i), (a) or (b), exclusive solicitation to qualified institutional investors is excluded; hereinafter collectively referred to as the "solicitation to a small number of investors" in this Article) must notify the solicited persons that the solicitation with a view to issuing new securities falls under a case set forth in any of the following items (for item (i), (a) or (b), this excludes a case in which the solicitation to a small number of investors falls under the category of an exclusive solicitation to qualified institutional investors) for the class of securities set forth in the relevant item and therefore the notification under Article 4, paragraph (1) has not been given for the solicitation with a view to issuing new securities, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the relevant solicitation to a small number of investors, nor does it apply in a case specified by Cabinet Office Order that constitutes a solicitation to a small number of investors with a total issue value or transfer value of less than 100 million yen:
(i)the paragraph (1) securities: any of the following cases:
(a)one that falls under Article 2, paragraph (3), item (ii), (c);
(b)one that falls under Article 2, paragraph (4), item (ii), (c);
(c)one that falls under Article 2-3, paragraph (4), item (ii), (b);
(d)one that falls under Article 2-3, paragraph (5), item (ii), (b);
(ii)the paragraph (2) securities: any of the following cases:
(a)one that does not fall under the category of cases set forth in Article 2, paragraph (3), item (iii);
(b)one that does not fall under the category of cases set forth in Article 2-3, paragraph (4), item (iii).
(5)If a person that issues a solicitation to a small number of investors to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells the same through the solicitation to a small number of investors, such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.
(Submission of Annual Securities Reports)
Article 24(1)If securities issued by a company (excluding regulated securities; hereinafter the same applies in this Article, except in the following items) fall under any of the categories set forth in the following items, the company that is the issuer of the securities must submit, for each business year, a report stating the trade name of the company, the financial condition of the corporate group to which the company belongs and the company's own financial condition, other material particulars of the company's business, and other particulars specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as an "annual securities report") to the Prime Minister, within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company, pursuant to the provisions of Cabinet Office Order; provided however, that this does not apply if the securities issued by the company fall under the category of securities specified in item (iii) below (limited to share certificates and other securities specified by Cabinet Order) and the numbers of holders of the securities on the last day of that business year and on the last days of each of the business years that began within four years before the day on which the relevant business year began are smaller than the number calculated pursuant to the provisions of Cabinet Order, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection (limited to a company that has already had five years elapse since the end of the first year of report submission (meaning the business year that includes the day on which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) became applicable to the public offering or secondary distribution of securities, and if there are two or more first years of report submission, this means the most recent one); nor does it apply if the securities issued by the company fall under the category of Securities specified in item (iv) below, and the stated capital is less than 500 million yen (or, if the securities are rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be Securities pursuant to Article 2, paragraph (2), and the amount that is specified by Cabinet Order as the amount of assets is less than the amount specified by Cabinet Order on the last day of that business year) or the number of holders of the securities on the last day of that business year is smaller than the number specified by Cabinet Order; nor does it apply if the securities issued by the company fall under the category of securities specified in item (iii) or (iv) below, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection:
(i)securities listed on a financial instruments exchange (excluding specified listed securities);
(ii)securities specified by Cabinet Order as having equivalent distribution statuses to the securities set forth in the preceding item (excluding securities specified by Cabinet Order as having equivalent distribution statuses to specified listed securities);
(iii)securities to whose public offering or secondary distribution the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) applies (excluding those specified in the preceding two items); or
(iv)securities (limited to share certificates, rights in a securities investment business, etc. and electronically recorded transferable rights that are deemed to be securities pursuant to Article 2, paragraph (2), and other securities specified by Cabinet Order) that are issued by the company, for which the number of holders on the last day of the relevant business year or on the last day of any of the business years that began within four years before the day on which the relevant business year began is at least the number specified by Cabinet Order (or, for rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be securities pursuant to Article 2, paragraph (2), if the number of holders on the last day of the relevant business year is at least the number specified by Cabinet Order) (excluding securities specified in the preceding three items).
(2)In the annual securities report that a company must submit pursuant to the main clause of the preceding paragraph, a company that is an issuer of securities that fall under the category of securities specified in item (iii) of the preceding paragraph, which has submitted a statement provided for in Article 5, paragraph (1) stating the particulars specified in Article 5, paragraph (2) with regard to a low-value public offering, etc., and which does not fall under any of the following categories, may state the particulars set forth in the main clause of the preceding paragraph that are specified by Cabinet Office Order as being relevant to that company, instead of stating the particulars set forth in the main clause of the preceding paragraph:
(i)a person that has already submitted an annual securities report stating the particulars set forth in the main clause of the preceding paragraph, a quarterly securities report under Article 24-4-7, paragraph (1) or (2) stating the particulars set forth in Article 24-4-7, paragraph (1), or a semiannual securities report stating the particulars set forth in Article 24-5, paragraph (1); and
(ii)a person that has submitted or is required to submit a statement provided for in Article 5, paragraph (1) stating the particulars set forth in Article 5, paragraph (1), item (ii) for a public offering or secondary distribution of securities to which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3) applies (other than a person specified in the preceding item).
(3)If the securities issued by a company to which the main clause of paragraph (1) does not apply, come to fall under a category of securities specified in items (i) to (iii) of that paragraph (except in the cases specified by Cabinet Office Order), the company must submit an annual securities report to the Prime Minister without delay for the business year immediately prior to the business year that includes the day on which the securities come to fall under such category, pursuant to the provisions of Cabinet Office Order.
(4)Necessary particulars relevant to the calculation of the number of holders set forth in paragraph (1), item (iv) are specified by Cabinet Office Order.
(5)The provisions of the preceding paragraphs apply mutatis mutandis if regulated securities issued by a company fall under a category specified in an item of paragraph (1). In this case, in the main clause paragraph (1), the phrase "the company that is the issuer of the securities" is deemed to be replaced with "the company that is the issuer of the securities (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "excluding regulated securities" is deemed to be replaced with "limited to regulated securities", the phrase "the trade name of the company, the financial condition of the corporate group to which the company belongs and the company's own financial condition, other material particulars of the company's business" is deemed to be replaced with "the status of the company's asset accounting in connection with asset management and other similar business conducted by the company, other material particulars of the company's assets", the phrase "for each business year" is deemed to be replaced with "for each of the periods of time specified by Cabinet Office Order for the regulated securities (hereinafter referred to as a "specified period" in this Article)", and the phrase "that business year" is deemed to be replaced with "that specified period"; in the proviso to that paragraph, the phrase "this does not apply if the securities issued by the company fall under the category of securities specified in item (iii) below (limited to share certificates and other securities specified by Cabinet Order) and the numbers of holders of the securities on the last day of that business year and on the last days of each of the business years that began within four years before the day on which that business year began are smaller than the number calculated pursuant to the provisions of Cabinet Order, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection (limited to a company that has already had five years elapse since the end of the first year of report submission (meaning the business year that includes the day on which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) became applicable to the public offering or secondary distribution of securities, and if there are two or more first years of report submission, this means the most recent one); nor does it apply if the securities issued by the company fall under the category of securities specified in item (iv) below" is deemed to be replaced with "this does not apply if the regulated securities issued by the company fall under the category of securities specified in item (iv) below" and the phrase "or the number of holders of the securities on the last day of that business year is smaller than the number specified by Cabinet Order; nor" is deemed to be replaced with "; nor"; in paragraph (1), item (iv), the phrase "share certificates, rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" is deemed to be replaced with "rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" and the phrase "for which the number of holders on the last day of the relevant business year or on the last day of any of the business years that began within four years before the day on which the relevant business year began is at least the number specified by Cabinet Order (or, for rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be securities pursuant to Article 2, paragraph (2), if the number of holders on the last day of the relevant business year is at least the number specified by Cabinet Order)" is deemed to be replaced with "for which the number of holders on the last day of the relevant specified period is at least the number specified by Cabinet Order"; in paragraph (2), the phrase "securities that fall" is deemed to be replaced with "regulated securities that fall"; in paragraph (3), the phrase "the main clause of paragraph (1)" is deemed to be replaced with "the main clause of paragraph (1) as applied mutatis mutandis pursuant to paragraph (5)", the phrase "issuer" is deemed to be replaces with "issuer (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "securities" is deemed to be replaced with "regulated securities", the phrase "the day on which the securities came to fall under" is deemed to be replaced with "the day on which the regulated securities came to fall under", and the phrase "business year" is deemed to be replaced with "specified period"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(6)The articles of incorporation or other documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors must accompany an annual securities report.
(7)The provisions of Article 6 apply mutatis mutandis if an annual securities report and accompanying documents are submitted pursuant to paragraphs (1) to (3) (including as applied mutatis mutandis pursuant to paragraph (5)) and the preceding paragraph.
(8)In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of an annual securities report under paragraph (1) and the documents that are required to accompany it pursuant to paragraph (6) (hereinafter collectively referred to as an "annual securities report, etc." in this Article), a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a "reporting foreign company"), may submit a document that is similar to an annual securities Report, etc., but that has been prepared in English and disclosed in a foreign state (such a document is hereinafter referred to as a "foreign company report" in this Chapter).
(9)A Japanese translation of the summary of the particulars stated in a foreign company report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, as well as documents stating the particulars not stated in a foreign company report that are specified by Cabinet Office Order as necessary and appropriate for the public interest or for the protection of investors, and other documents specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in this Article and paragraph (4) of the following Article) must accompany a foreign company report, pursuant to the provisions of Cabinet Office Order.
(10)If a reporting foreign company submits a foreign company report and its supplementary documents instead of an annual securities report, etc. pursuant to the preceding two paragraphs, in paragraph (1), the phrase "within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company" is deemed to be replaced with "within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors" and in paragraph (5), the phrase "in the main clause of paragraph (1), the term 'that business year' is deemed to be replaced with 'that Specified Period' " is deemed to be replaced with "the phrase 'within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company' is deemed to be replaced with 'within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors following the specified period has elapsed' ".
(11)If a reporting foreign company submits a foreign company report and its supplementary documents pursuant to paragraphs (8) and (9), the foreign company report and supplementary documents are deemed to be an annual securities report, their submission is deemed to be the submission of an annual securities report, etc., and the provisions of this Act and orders based on Financial Instruments and Exchange Act and related regulations apply.
(12)If the Prime Minister finds that a reporting foreign company that has submitted a foreign company report does not satisfy the requirements referred do in the provisions of paragraph (8) for being allowed to submit a foreign company report, the Prime Minister must notify the reporting foreign company of this. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(13)Notwithstanding the provisions of paragraph (1), if a reporting foreign company receives a notice under the preceding paragraph, it must submit an annual securities report under the provisions of paragraph (1) within the period that is specified by Cabinet Order as necessary and in the public interest or for the protection of investors, with the day on which the notice is made as the first day for the calculation of that period.
(14)If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit an annual securities report pursuant to paragraph (1) (but only as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this Article) submits the documents stating a part of the particulars specified by Cabinet Office Order that are provided for in paragraph (1) (limited to documents prepared based on laws and regulations or the rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of an annual securities report" in this paragraph and the following paragraph) together with an annual securities report to the Prime Minister, with regard to the application of paragraphs (1) and (2) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (1), the phrase "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors" is deemed to be replaced with "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (other than the particulars stated in the documents substituted for part of the annual securities report prescribed in paragraph (14))" and in paragraph (2), the phrase "the particulars set forth in the main clause of the preceding paragraph" is deemed to be replaced with "the particulars set forth in the main clause of the preceding paragraph (other than the particulars stated in documents substituted for part of the annual securities report provided for in paragraph (14))".
(15)If documents substituted for part of an annual securities report are submitted together with an annual securities report referred to in paragraph (1) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the annual securities report are deemed to form a part of the annual securities report, the submission of the documents substituted for part of the annual securities report is deemed to be the submission of the documents substituted for part of the annual securities report as a part of the annual securities report, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.
(Mutatis Mutandis Application of Provisions on Amended Statements)
Article 24-2(1)The provisions of Article 7, paragraph (1),Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to an annual securities report and accompanying documents. In this case, in Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in an annual securities report or accompanying document changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the annual securities report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the annual securities report" and the term "amended statement" is deemed to be replaced with "amended report"; and in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the amended report" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report".
(2)If a company that is an issuer of securities submits an amended report, pursuant to Article 7, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph, with regard to a material particular for inclusion in its annual securities report, it must give public notice of this pursuant to the provisions of Cabinet Order.
(3)The provisions of Article 6 apply mutatis mutandis if an amended report is submitted in connection with an annual securities report or accompanying document, pursuant to Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1).
(4)The provisions of paragraphs (8), (9) and (11) of the preceding Article apply mutatis mutandis if a reporting foreign company submits an amended report in connection with the foreign company report and supplementary documents that the company has submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) following the deemed replacement of terms.
(Suspension of the Validity of Notifications Made Within One Year After the Submission of an Annual Securities Report Containing a False Statement)
Article 24-3The provisions of Article 11 apply mutatis mutandis to any statement specified in Article 5, paragraph (1), shelf registration statement, or shelf registration supplements that a person that has submitted an annual securities report (including any amended report in connection with it; the same applies in the following Article) that contained a false statement with regard to a material particular, submits within one year from the day on which that person submits an amended report in connection with that false statement pursuant to Article 7, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) of the preceding Article, or is ordered to submit an amended report in connection with that false statement pursuant to Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1).
(Compensatory Liability of the Officers of a Company Submitting an Annual Securities Report That Contains a False Statement)
Article 24-4The provisions of Article 22 apply mutatis mutandis if an annual securities report contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in Article 22, paragraph (1), the phrase "has acquired securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "has acquired securities issued by the person submitting the securities registration statement".
(Submission of a Confirmation Letter for the Content of Statements in an Annual Securities Report)
Article 24-4-2(1)A company that is required to submit an annual securities report under Article 24, paragraph (1) (including a company that has submitted an annual securities report under Article 23-3, paragraph (4); the same applies in the following paragraph) and which is the issuer of securities set forth in Article 24, paragraph (1), item (i), or any other company specified by Cabinet Order, must submit a letter to the Prime Minister in which it confirms that the content of statements in the annual securities report is appropriate and in accordance with the Financial Instruments and Exchange Act and related regulations (hereinafter referred to as a "confirmation letter" in this and the following Articles), together with the relevant annual securities report (or a foreign company report, if the company submits a foreign company report instead of the annual securities report, etc. set forth in Article 24, paragraph (8), pursuant to that paragraph), pursuant to the provisions of Cabinet Office Order.
(2)A company that is required to submit an annual securities report under Article 24, paragraph (1) may submit the confirmation letter provided for in the preceding paragraph voluntarily, even if it is not a company that is required to submit a confirmation letter together with an annual securities report (excluding companies as specified by Cabinet Order) pursuant to the preceding paragraph.
(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a company specified by Cabinet Order that is required to submit an Annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5) (including a company that has submitted an annual securities report under Article 23-3, paragraph (4)).
(4)The provisions of the preceding three paragraphs apply mutatis mutandis if an amended report is submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1) and Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1) following the deemed replacement of terms. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(5)The provisions of Article 6 apply mutatis mutandis if a confirmation letter is submitted pursuant to paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3) (including as applied mutatis mutandis pursuant to the preceding paragraph) or the preceding paragraph; hereinafter the same applies in this Article). The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(6)The provisions of Article 24, paragraphs (8), (9) and (11) through (13) apply mutatis mutandis if a reporting foreign company submits a confirmation letter pursuant to paragraph (1) or (2) of this Article (limited to if a reporting foreign company submits a foreign company report). In this case, in Article 24, paragraph (8), the phrase "a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a 'reporting foreign company')" is deemed to be replaced with "a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13))", the phrase "an annual securities report under paragraph (1) and the documents are required to accompany it pursuant to paragraph (6) (hereinafter collectively referred to as an 'annual securities report, etc.' in this Article)" is deemed to be replaced with "a confirmation letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4))", and the phrase "similar to an annual securities report, etc., but that has been prepared in English and disclosed in a foreign state is deemed to be replaced with "in which it has stated the particulars that are required to be stated in a confirmation letter"; in Article 24, paragraph (9), the phrase "documents stating the particulars not stated in the foreign company report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, and other" is deemed to be replaced with "other"; in Article 24, paragraph (11), the term "an annual securities report, etc." is deemed to be replaced with "a confirmation letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4))"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(Submission of an Amended Confirmation Letter)
Article 24-4-3(1)The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to a confirmation letter. In this case, in Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a confirmation letter changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the confirmation letter", and the term "amended statement" is deemed to be replaced with "amended confirmation letter"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person submitting the confirmation letter" and the term "amended statement" is deemed to be replaced with "amended confirmation letter"; in Article 10, paragraph (1)), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the confirmation letter" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended confirmation letter"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(2)The provisions of Article 6 apply mutatis mutandis if an amended confirmation letter is submitted for a confirmation letter pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1), as applied mutatis mutandis pursuant to the preceding paragraph. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(3)The provisions of Article 24, paragraphs (8), (9), and (11) apply mutatis mutandis if an amended confirmation letter is submitted for a confirmation letter that a foreign company has submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) following the deemed replacement of terms. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(Evaluation of the System for Ensuring the Appropriateness of Documents and Other Information Related to Financial Accounting)
Article 24-4-4(1)For each business year, a company required to submit an annual securities report under Article 24, paragraph (1) (including one that has submitted an annual securities report under Article 23-3, paragraph (4); the same applies in the following paragraph) which is the issuer of securities set forth in Article 24, paragraph (1), item (i) or which is any other company specified by Cabinet Order, must submit a report to the Prime Minister in which the system specified by Cabinet Office Order as necessary for ensuring the appropriateness of documents and other information related to the financial accounting of the corporate group to which the company belongs and of the company is evaluated pursuant to the provisions of Cabinet Office Order (hereinafter referred to as an "internal control report"), together with its annual securities report (or a foreign company report, if the company submits a foreign company report instead of the annual securities report, etc. set forth in Article 24, paragraph (8), pursuant to that paragraph), pursuant to the provisions of Cabinet Office Order.
(2)A company that is required to submit an annual securities report under Article 24, paragraph (1) but that is not required to submit an internal control report together with an annual securities report pursuant to the preceding paragraph (except a company specified by Cabinet Order), may voluntarily submit the internal control report provided for in the preceding paragraph.
(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a company specified by Cabinet Order that is required to submit an annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article (including a company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4)). In this case, in paragraph (1), the phrase "or any other company specified by Cabinet Order" is deemed to be replaced with "or any other company specified by Cabinet Order (limited to one that is the issuer of regulated securities (meaning regulated securities provided for in Article 5, paragraph (1); hereinafter the same applies in this paragraph)", the term "business year" is deemed to be replaced with "specified period (meaning the specified period provided for in Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5)) designated for the regulated securities", the phrase "of the corporate group to which the company belongs and of the company" is deemed to be replaced with "for assets connected with the asset management and other similar business conducted by the company"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(4)A document stating the particulars of the system specified by Cabinet Office Order which is referred to in paragraph (1), and other documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, must accompany an internal control report.
(5)The provisions of Article 6 apply mutatis mutandis if an internal control report and accompanying documents are submitted pursuant to paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3); hereinafter the same applies in this Article) and the preceding paragraph. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(6)The provisions of Article 24, paragraphs (8), (9), and (11) through (13) apply mutatis mutandis if a reporting foreign company submits the internal control report under paragraph (1) or (2) of this Article (but only if the reporting foreign company submits foreign company reports). In this case, in Article 24, paragraph (8), the phrase "a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a 'reporting foreign company')" is deemed to be replaced with "a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13))", the phrase "an annual securities report under paragraph (1) and the documents that are required to accompany it pursuant to paragraph (6) (hereinafter collectively referred to as an "annual securities report, etc." in this Article)" is deemed to be replaced with "an internal control report under Article 24-4-4, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-4, paragraph (3)) and documents that are required to accompany it pursuant to Article 24-4-4, paragraph (4) (hereinafter collectively referred to as an 'internal control report, etc.')", and the phrase "similar to an annual securities report, etc., but that has been prepared in English and disclosed in a foreign state is deemed to be replaced with "in which it has stated the particulars that are required to be stated in an internal control report, etc."; in Article 24, paragraph (9), the phrase "documents stating the particulars not stated in the foreign company report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, and other" is deemed to be replaced with "other"; in Article 24, paragraph (11), the phrase "an annual securities report, etc." is deemed to be replaced with "an internal control report, etc."; and any other necessary technical replacement of terms is specified by Cabinet Order.
(Submission of an Amended Internal Control Report)
Article 24-4-5(1)The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to an internal control report and accompanying documents. In this case, in Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in an internal control report or accompanying document changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the internal control report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the internal control report" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1)), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the internal control report" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(2)The provisions of Article 6 apply mutatis mutandis if an amended report is submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1) and Article 10, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph in connection with an internal control report or accompanying document. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(3)The provisions of Article 24, paragraphs (8), (9), and (11) apply mutatis mutandis if an amended report is submitted in connection with an internal control report that has been submitted by a foreign company pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) following the deemed replacement of terms. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(Mutatis Mutandis Application of Provisions on Compensatory Liability)
Article 24-4-6The provisions of Article 22 apply mutatis mutandis if an internal control report (including any accompanying document) contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in Article 22, paragraph (1), the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the internal control report (including any amended report in connection with this)", and any other necessary technical replacement of terms is specified by Cabinet Order.
(Submission of Quarterly Securities Reports)
Article 24-4-7(1)For each three-month period of the business year if the business year is longer than three months (excluding periods specified by Cabinet Order; the same applies hereinafter), a company required to submit an annual securities report set forth in Article 24, paragraph (1) (including a company which submits annual securities reports under Article 23-3, paragraph (4); the same applies in the following paragraph), which is the issuer of securities set forth in Article 24, paragraph (1), item (i) or which is any other company specified by Cabinet Order (hereinafter, such a company is referred to as a "listed company, etc." in this paragraph and the following paragraph) must submit a report (hereinafter referred to as a "quarterly securities report") stating the financial condition of the corporate group to which the company belongs and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as the "particulars for inclusion in a quarterly securities report" in this paragraph) to the Prime Minister within the period designated by Cabinet Order but not exceeding 45 days after the three-month period (if there is a compelling reason that the company cannot submit it within such a period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), pursuant to the provisions of Cabinet Office Order. In this case, a listed company, etc. conducting business specified by Cabinet Office Order must submit a quarterly securities report stating, in addition to the particulars for inclusion in a quarterly securities report, the financial condition of the company and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors to the Prime Minister within the period specified by Cabinet Order but not exceeding 60 days after the three-month period (if there is a compelling reason that the company cannot submit it within such a period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order).
(2)A company (other than one specified by Cabinet Order) other than a listed company, etc. which is required to submit an annual securities report set forth in Article 24, paragraph (1) may voluntarily submit quarterly securities reports.
(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a company specified by Cabinet Order which is required to submit an Annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article (including a company that has submitted an annual securities report under Article 23-3, paragraph (4)). In this case, in paragraph (1), the phrase "specified by Cabinet Order ("is deemed to be replaced with "specified by Cabinet Order (limited to the issuer of regulated securities (meaning regulated securities provided for in Article 5, paragraph (1); hereinafter the same applies in this paragraph);", the phrase "if the business year" is deemed to be replaced with "if the specified period (meaning a specified period provided for in Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5); hereinafter the same applies in this paragraph) designated for the securities", the phrase "of the business years" is deemed to be replaced with "of the specified period", the phrase "the corporate group to which the company belongs" is deemed to be replaced with "asset management and other similar business conducted by the company", and the phrase "financial condition of the company" is deemed to be replaced with "asset accounting in connection with asset management and other similar business conducted by the company"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(4)The provisions of Articles 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to quarterly securities reports, and Article 22 applies mutatis mutandis if a quarterly securities report or the related amended report contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a quarterly securities report (meaning a quarterly securities report set forth in Article 24-4-7, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (3); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 11, paragraph (1) and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the quarterly securities report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the quarterly securities report" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the quarterly securities report" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the quarterly securities report and any amended report"; in Article 22, paragraph (2), the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (4)"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(5)The provisions of Article 6 apply mutatis mutandis if a quarterly securities report is submitted pursuant to paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3); the same applies in the following paragraph to paragraph (11)) or if an amended report is submitted in connection with that report pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(6)In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of the quarterly securities report under paragraph (1), a reporting foreign company that is required to submit a quarterly securities report pursuant to paragraph (1) (including a reporting foreign company and that submits a quarterly securities report pursuant to paragraph (2); hereinafter the same applies in this Article) may submit a document that is similar to a quarterly securities report, but that has been prepared in English and disclosed in a foreign state (such a document is hereinafter referred to as a "foreign company quarterly securities report" in this Article).
(7)A Japanese translation of the summary of the particulars stated in a foreign company quarterly securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, as well as the documents stating the particulars not stated in the foreign company quarterly securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors and other documents specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in this Article) must accompany the foreign company quarterly securities report, pursuant to the provisions of Cabinet Office Order.
(8)If a reporting foreign company submits a foreign company quarterly securities report and supplementary documents pursuant to the preceding two paragraphs, the foreign company quarterly securities report and supplementary documents are deemed to be a quarterly securities report, the submission of the former is deemed to be the submission of the latter, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.
(9)If the Prime Minister finds that a reporting foreign company that submitted a foreign company quarterly securities report does not satisfy the requirements for being allowed to submit the foreign company quarterly securities report referred to in the provisions of paragraph (6), the Prime Minister must notify the reporting foreign company of this. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(10)Notwithstanding the provisions of paragraph (1), if a reporting foreign company receives a notice under the preceding paragraph, it must submit a quarterly securities report under paragraph (1) within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, with the day on which the notice is made as the first day for the calculation of that period.
(11)The provisions of paragraphs (6) through (8) apply mutatis mutandis if an amended report is submitted to amend a foreign company quarterly securities report that has been submitted by a reporting foreign company pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (4) following the deemed replacement of terms, or to amend its supplementary documents. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(12)If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit a quarterly securities report pursuant to paragraph (1) (limited to as applied mutatis mutandis pursuant to paragraph (3); hereinafter the same applies in this Article) (including a company that submits the quarterly securities report under paragraph (2) (limited to as applied mutatis mutandis pursuant to paragraph (3))) submits the documents stating a part of the particulars specified by Cabinet Office Order under paragraph (1) (limited to documents prepared based on laws and regulations or the rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of a quarterly securities report" in this paragraph and the following paragraph) together with a quarterly securities report to the Prime Minister, with regard to the application of paragraph (1) to a case in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (1), the phrase "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors" is deemed to be replaced with "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (excluding particulars stated in documents substituted for part of the quarterly securities report as defined in paragraph (12))".
(13)If documents substituted for part of a quarterly securities report are submitted together with the quarterly securities report referred to in paragraph (1) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the quarterly securities report are deemed to form a part of the quarterly securities report, the submission of the documents substituted for part of the quarterly securities report is deemed to be the submission of the documents substituted for part of the quarterly securities report as a part of the quarterly securities report, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.
(Mutatis Mutandis Application of Provisions Concerning Confirmation Letters to Quarterly Securities Reports)
Article 24-4-8(1)The provisions of Article 24-4-2 apply mutatis mutandis if a quarterly securities report is submitted pursuant to paragraph (1) or (2) of the preceding Article (including as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (3)) or if an amended report is submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-4-7, paragraph (4) following the deemed replacement of terms. In this case, in Article 24-4-2, paragraph (1), the phrase "the content of statements in the annual securities report" is deemed to be replaced with "the content of statements in the quarterly securities report (including any amended report in connection with this; hereinafter the same applies in this Article)", the phrase "foreign company report instead of the annual securities report, etc." is deemed to be replaced with "foreign company quarterly securities report instead of the quarterly securities report", and the phrase "or a foreign company report" is deemed to be replaced with "or a foreign company quarterly securities report"; in Article 24-4-2, paragraph (2), the phrase "together with an annual securities report" is deemed to be replaced with "together with a quarterly securities report"; in Article 24-4-2, paragraph (6) the phrase "a confirmation letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4))" is deemed to be replaced with "a confirmation letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4)) as applied mutatis mutandis pursuant to Article 24-4-8 following the deemed replacement of terms"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(2)The provisions of Article 24-4-3 apply mutatis mutandis if an amended confirmation letter is submitted for a confirmation letter that has been submitted pursuant to the preceding paragraph. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(Submission of Semiannual Securities Reports and Extraordinary Reports)
Article 24-5(1)If the business year of a company that is required to submit the annual securities report set forth in Article 24, paragraph (1) (including one that has submitted an annual securities report under Article 23-3, paragraph (4); the same applies in paragraph (4)) but that is not required to submit the quarterly securities report under Article 24-4-7, paragraph (1) (including one that has submitted the quarterly securities report under Article 24-4-7, paragraph (2); the same applies in paragraph (3)) is longer than six months, that company must submit, pursuant to the provisions of Cabinet Office Order, a report for each business year stating financial condition of the corporate group to which it belongs and its own financial condition, other material particulars of the company's business, and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors in connection with the first six months of the relevant business year (such a report is hereinafter referred to as a "semiannual securities report") to the Prime Minister within three months after the end of the first six months (if there is a compelling reason that the company cannot submit it within such period, within the period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order).
(2)Unless it falls under any of the categories of persons specified in the following items, a company submitting or seeking to submit an annual securities report under Article 24, paragraph (1) that states the particulars specified in paragraph (2) of that Article, may state the particulars set forth in the preceding paragraph that are specified by Cabinet Office Order as being relevant to that company, instead of stating all of the particulars set forth in the preceding paragraph, in the semiannual securities report that it is required to submit pursuant to the preceding paragraph:
(i)a person that has already submitted an annual securities report stating the particulars specified in the main clause of Article 24, paragraph (1) or a semiannual securities report stating the particulars specified in the preceding paragraph; and
(ii)a person that has submitted or is required to submit a statement under Article 5, paragraph (1) stating the particulars set forth in Article 5, paragraph (1), item (ii) for a public offering or secondary distribution of securities to which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3) applies (excluding a person set forth in the preceding item).
(3)The provisions of the preceding two paragraphs apply mutatis mutandis to a company that is required to submit the annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article (including a company that submits the annual securities report under Article 23-3, paragraph (4); the same applies in the following paragraph and paragraph (20)) but that is not required to submit the quarterly securities report under Article 24-4-7, paragraph (1) as applied mutatis mutandis pursuant to paragraph (3) of that Article. In this case, in paragraph (1), the phrase "of a company that is required" is deemed to be replaced with "of a company (limited to the issuer of regulated securities (meaning regulated securities as defined in Article 5, paragraph (1); hereinafter the same applies in this paragraph and the following paragraph)) that is required", the term "the business year" is deemed to be replaced with "the specified period (meaning a specified period provided for in Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article; hereinafter the same applies in this paragraph) designated for the regulated securities", the phrase "for each business year" is deemed to be replaced with "for each specified period", the phrase "the relevant business year" is deemed to be replaced with "the relevant specified period", and the phrase "financial condition of the corporate group to which it belongs and its own financial condition, other material particulars of the company's business" is deemed to be replaced with "asset accounting in connection with asset management and other similar business conducted by the company, other material particulars of the company's assets"; and in paragraph (2), the term "of securities" is deemed to be replaced with "of regulated securities".
(4)If a public offering or secondary distribution of securities issued by a company that is required to submit the annual securities report under Article 24, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5)) is conducted in a foreign state or in other cases that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, that company, pursuant to the provisions of Cabinet Office Order, must submit a report stating the details of it (hereinafter referred to as an "extraordinary report") to the Prime Minister without delay.
(5)The provisions of Article 7,paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to semiannual securities reports and extraordinary reports, and the provisions of Article 22 apply mutatis mutandis if a semiannual securities report, extraordinary report, or any amended report in connection with either of these contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in Article 7,paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a semiannual securities report (meaning a semiannual securities report as set forth in Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) or an extraordinary report (meaning an extraordinary report as set forth in Article 24-5, paragraph (4); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the semiannual securities report or extraordinary report" and the phrase "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report"; in Article 10, paragraph (1), the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the semiannual securities report or extraordinary report, or any amended report in connection with these"; and in Article 22, paragraph (2), the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-5, paragraph (5)".
(6)The provisions of Article 6 apply mutatis mutandis if a semiannual securities report or extraordinary report is submitted pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3); the same applies in the following paragraph to paragraph (12)) or paragraph (4) and an amended report is submitted in connection with it pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1), as applied mutatis mutandis pursuant to the preceding paragraph.
(7)In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of a semiannual securities report under paragraph (1), a reporting foreign company that is required to submit a semiannual securities report pursuant to the relevant paragraph may submit a document that is similar to a semiannual securities report, but that has been prepared in English and disclosed in a foreign state (such documents are hereinafter referred to as a "foreign company semiannual securities report" in this Article).
(8)A Japanese translation of the summary of the particulars stated in a Foreign company semiannual securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, as well as documents stating the particulars not stated in a foreign company semiannual securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, and other documents that are specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in this Article) must accompany a foreign company semiannual securities report, pursuant to the provisions of Cabinet Office Order.
(9)If a reporting foreign company submits a foreign company semiannual securities report and supplementary documents pursuant to the preceding two paragraphs, the foreign company semiannual securities report and supplementary documents are deemed to be a semiannual securities report, the submission of the former is deemed to be the submission of the latter, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.
(10)If the Prime Minister finds that a reporting foreign company that has submitted a foreign company semiannual securities report does not satisfy the requirements for being allowed to submit a foreign company semiannual securities report under the provisions of paragraph (7), the Prime Minister must notify the reporting foreign company of this. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.
(11)Notwithstanding the provisions of paragraph (1), if a reporting foreign company receives a notice under the preceding paragraph, it must submit a semiannual securities report under paragraph (1) within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, with the day on which the notice is made as the first day for the calculation of that period.
(12)The provisions of paragraphs (7) through (9) apply mutatis mutandis if an amended report is submitted to amend a foreign company semiannual securities report and supplementary documents for it that has have submitted by a reporting foreign company pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) following the deemed replacement of terms.
(13)If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit the semiannual securities report under paragraph (1) (limited to as applied mutatis mutandis pursuant to paragraph (3); hereinafter the same applies in this paragraph and following paragraph) submits the documents stating a part of the particulars specified by Cabinet Office Order under paragraph (1) (limited to documents prepared based on laws and regulations or the rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of a semiannual securities report" in this paragraph and the following paragraph) together with a semiannual securities report to the Prime Minister, with regard to the application of paragraphs (1) and (2) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (1), the phrase "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors" is deemed to be replaced with "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (excluding particulars stated in documents substituted for part of a semiannual securities Report as defined in paragraph (13))" and in paragraph (2), the term "the particulars set forth in the preceding paragraph" is deemed to be replaced with "the particulars set forth in the preceding paragraph (excluding particulars stated in the documents substituted for part of a semiannual securities report as defined in paragraph (13))".
(14)If documents substituted for part of a semiannual securities report are submitted together with the semiannual securities report referred to in paragraph (1) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the semiannual securities report are deemed to form a part of the semiannual securities report, the submission of the documents substituted for part of the semiannual securities report is deemed to be the submission of the documents substituted for part of the semiannual securities report as a part of the semiannual securities report, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.
(15)In cases where a reporting foreign company is required to submit an extraordinary report under paragraph (4) and falls under cases specified by Cabinet Office Order as those which would not hinder the public interest or the protection of investors, in lieu of the extraordinary report under the provisions of the relevant paragraph, a document stating in English the matters to be stated under the provisions of that paragraph (hereinafter referred to as "foreign company extraordinary report" in this Article) may be submitted, pursuant to the provisions of Cabinet Office Order.
(16)The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a reporting foreign company submits a foreign company extraordinary report under the provisions of the preceding paragraph, by deeming that foreign company extraordinary report to be the extraordinary report, and deeming submission of the former to be submission of the latter.
(17)The Prime Minister must, if finding that a reporting foreign company which submitted a foreign company extraordinary report does not satisfy the requirements for being allowed to submit a foreign company extraordinary report under the provisions of paragraph (15), notify thereof to the reporting foreign company. In this case, a hearing must be held irrespective of the categories of procedures for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act.
(18)Notwithstanding the provisions of paragraph (4), a reporting foreign company, when receiving a notice made under the preceding paragraph, must submit an extraordinary report set forth in that paragraph without delay.
(19)The provisions of paragraphs (15) through (18) apply mutatis mutandis to cases where amendment reports are submitted to amend a foreign company extraordinary report submitted by a reporting foreign company pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) following the deemed replacement of terms.
(20)If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit an extraordinary report pursuant to paragraph (4) (limited to a company that is required to submit the annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5)) submits documents stating a part of the contents that are required to be stated in an extraordinary report set forth in paragraph (4) (limited to documents prepared based on laws and regulations or rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of an extraordinary report" in this paragraph and the following paragraph) together with an extraordinary report to the Prime Minister, with regard to the application of paragraph (4) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (4), the phrase "a report stating the details of it" is deemed to be replaced with "a report stating the details of it (excluding the details stated in documents substituted for part of an extraordinary report as defined in paragraph (20)".
(21)If documents substituted for part of an extraordinary report are submitted together with the extraordinary report referred to in paragraph (4) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the extraordinary report are deemed to form a part of the extraordinary report, the submission of the documents substituted for part of the extraordinary report is deemed to be the submission of the documents substituted for part of the extraordinary report as a part of the extraordinary report, and the provisions of the financial Instruments and Exchange Act and related regulations apply.
(Mutatis Mutandis Application of Provisions on Confirmation Letters to Semiannual Securities Reports)
Article 24-5-2(1)The provisions of Article 24-4-2 apply mutatis mutandis if a semiannual securities report is submitted pursuant to paragraph (1) of the preceding Article (including as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)) or if an amended report is submitted pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-5, paragraph (5) following the deemed replacement of terms. In this case, in Article 24-4-2, paragraph (1), the phrase "a foreign company report" is deemed to be replaced with "a foreign company semiannual securities report", the phrase "foreign company report instead of the annual securities report, etc." is deemed to be replaced with "foreign company semiannual securities report instead of the semiannual securities report", and the phrase "the content of statements in the annual securities report" is deemed to be replaced with "the content of statements in the semiannual securities report (including any amended report in connection with this; hereinafter the same applies in this Article)"; in Article 24-4-2, paragraph (2), the phrase "together with an annual securities report" is deemed to be replaced with "together with a semiannual securities report"; in Article 24-4-2, paragraph (6), the phrase "a confirmation letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4))" is deemed to be replaced with "a Confirmation Letter under Article 24-4-2, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-4-2, paragraph (4)) or Article 24-4-2, paragraph (4)) as applied mutatis mutandis pursuant to Article 24-5-2 following the deemed replacement of terms"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(2)The provisions of Article 24-4-3 apply mutatis mutandis if an amended confirmation letter is submitted for a confirmation letter that has been submitted pursuant to the preceding paragraph. The necessary technical replacement of terms for such a case is specified by Cabinet Order.
(Submission of Reports on Repurchase)
Article 24-6(1)An issuer of share certificates listed in a financial instruments exchange, share certificates specified by Cabinet Order as those whose state of distribution can be regarded as being equivalent to share certificates listed in a financial instruments exchange, or other securities specified by Cabinet Order (hereinafter collectively referred to as "listed share certificates, etc." in this Article, Articles 27-22-2 through 27-22-4 and Article 167) must, when a resolution of a shareholders meeting or board of directors' meeting set forth in Article 156, paragraph (1) of the Companies Act (including as applied pursuant to the provisions of Article 165, paragraph (3) of that Act following the deemed replacement of terms) or a decision of an organization specified by Cabinet Order as being equivalent thereto is made (hereinafter referred to as the "resolution, etc." in this paragraph), submit a report which, pursuant to the provisions of Cabinet Office Order, states the particulars of the status of buyback of listed share certificates, etc. for its own shares or equity conducted based on the resolution, etc. of the shareholders meeting or board of directors' meeting or a meeting specified by Cabinet Order as being equivalent thereto (hereinafter referred to as the "shareholders meeting, etc." in this paragraph) during each month from the month which includes the day when the shareholders meeting, etc. in which the resolution, etc. was made was concluded to the month which includes the day when the period set forth in Article 156, paragraph (1), item (iii) of that Act is to expire or the day specified by Cabinet Order as being equivalent thereto (each month is referred to as the "reporting month" in this paragraph) (including the cases where no buyback is conducted) and other particulars specified by Cabinet Office Order as necessary and appropriate for the public interest or protection of investors to the Prime Minister by the 15th day of the month following each reporting month.
(2)The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to a report set forth in the preceding paragraph (hereinafter referred to as a "report on repurchase"), and the provisions of Article 22 apply mutatis mutandis if a report on repurchase contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading. In this case, in Article 7,paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a report on repurchase (meaning a report set forth in Article 24-6, paragraph (1); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the report on repurchase", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1) the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the report on repurchase" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the report on repurchase" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase "persons set forth in Article 21, paragraph (1), items (i) and (iii)" is deemed to be replaced with "person that, at the time of submission of the report on repurchase, is an officer of the issuer that submitted that report", and the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the report on repurchase"; and in Article 22, paragraph (2), the phrase "Article 21, paragraph (2), items (i) and (ii)" is deemed to be replaced with "Article 21, paragraph (2), item (i)" and the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-6, paragraph (2)".
(3)The provisions of Article 6 apply mutatis mutandis if a report on repurchase is submitted pursuant to paragraph (1) and if an amended report is submitted in connection with a report on repurchase, pursuant to Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph.
(Submission of a Parent Company Status Report)
Article 24-7(1)A company that holds the majority of voting rights in a company that is required to submit an annual securities report pursuant to Article 24, paragraph (1) (but only one that is the issuer of securities set forth in Article 24, paragraph (1), item (i) or (ii); such a company is referred to as a "subsidiary company submitting an annual securities report" in paragraph (4) of this Article, paragraph (5) of the following Article, Article 27-30-10 and Article 27-30-11, paragraph (1)), or which is otherwise specified by Cabinet Order as being closely related to a company that is required to submit an annual securities report (excluding a company that is required to submit an annual securities report pursuant to Article 24, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5); the same applies in the items of paragraph (4) of this Article) (including a company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4) or that is otherwise specified by Cabinet Office Order); hereinafter, a company that holds the majority of voting rights in, or is otherwise closely related to, such a company, is referred to as a "parent company, etc." in this Article, paragraphs (2), (4) and (5) of the following Article and Article 27-30-11, paragraph (1)) must submit a report that, pursuant to the provisions of Cabinet Office Order, states the particulars of persons that hold shares in the parent company, etc. and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, for each business year of the parent company, etc. (or for each period specified by Cabinet Office Order, if the parent company, etc. is an issuer of regulated securities; hereinafter the same applies in this paragraph and the following paragraph) (hereinafter referred to as a "parent company, etc. status report") to the Prime Minister within three months after the end of each business year (or, if the parent company, etc. is a foreign company, within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors); provided, however, that this does not apply if a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Order, as a company whose non-submission of a parent company, etc. status report does not damage the public interest or result in insufficient investor protection.
(2)If a company that is excluded from the application of the main clause of the preceding paragraph becomes a parent company, etc., the company that has become a parent company, etc. must submit a parent company, etc. status report to the Prime Minister without delay, pursuant to the provisions of Cabinet Office Order, for the business year immediately prior to the business year that includes the day on which the company becomes a parent company, etc.; provided, however, that this does not apply if the company has received the acknowledgment of the Prime Minister, pursuant to the provisions of Cabinet Order, as a company whose non-submission of a parent company, etc. status report does not damage the public interest or result in insufficient investor protection.
(3)The provisions of Article 7,paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to a parent company, etc. status report. In this case, in Article 7,paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) to (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a parent company, etc. status report (meaning a parent company, etc. status report as provided for in Article 24-7, paragraph (1); the same applies hereinafter) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the parent company, etc. status report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1) the phrase "the person that submitted it" is deemed to be replaced with "the person submitting the parent company, etc. status report" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1)), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the parent company, etc. status report" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) to (3)" is deemed to be replaced with "to submit an amended report"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(4)A parent company, etc. that has submitted a parent company, etc. status report pursuant to the main clause of paragraph (1) or the main clause of paragraph (2), or that has submitted an amended report in connection with a parent company, etc. status report pursuant to Article 7,paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1), as applied mutatis mutandis pursuant to the preceding paragraph, must send a copy of it to the subsidiary company submitting annual securities reports without delay, and must also submit a copy of it to the person specified in the relevant of following items for the category of securities set forth in the relevant item that were issued by the subsidiary company submitting annual securities reports:
(i)securities set forth in Article 24, paragraph (1), item (i): the financial instruments exchange referred to in Article 24, paragraph (1), item (i); or
(ii)securities set forth in Article 24, paragraph (1), item (ii): the authorized financial instruments firms association specified by Cabinet Order.
(5)The provisions of Article 24, paragraphs (8), (9), and (11) through (13) apply mutatis mutandis if a parent company, etc. that is a foreign company submits a parent company, etc. status report. In this case, in Article 24, paragraph (8), the phrase "a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a 'reporting foreign company')" is deemed to be replaced with "a parent company, etc. (meaning parent company, etc. as defined by Article 24-7, paragraph (1); hereinafter the same applies in this Article) which is a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13))" and the phrase "similar to an annual securities report, etc., but that has been prepared in English and disclosed in a foreign state is deemed to be replaced with "in which it has stated the particulars that are required to be stated in the parent company, etc. status report"; in Article 24, paragraph (9), the phrase "documents stating the particulars not stated in the foreign company report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, and other" is deemed to be replaced with "other"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(6)The provisions of the preceding paragraphs apply mutatis mutandis if the parent company, etc. is a person other than a company. In this case, in paragraph (1), the phrase "A company that holds the majority of voting rights" is deemed to be replaced with "A person that is other than a company and that holds the majority of voting rights", the phrase "which is otherwise specified by Cabinet Order as being closely related to" is deemed to be replaced with "that is otherwise specified by Cabinet Order as being a person that is other than a company and that is closely related to", and the phrase "persons that hold shares in the parent company, etc." is deemed to be replaced with "equity investors in the parent company, etc. and other persons"; in paragraph (2), the term "company" is deemed to be replaced with "person that is other than a company and"; in the preceding paragraph the phrase "that is a foreign company" is deemed to be replaced with "that is a foreign person"; and any other necessary technical replacement of terms is specified by Cabinet Order.
(Public Inspection of Registration Statements)
Article 25(1)The Prime Minister must make the documents set forth in each of the following items (hereinafter referred to as "public documents" in this Article and paragraph (1) of the following Article) available for public inspection pursuant to the provisions of Cabinet Office Order, for the period specified in the relevant item from the day on which the Prime Minister receives the public document (or for an amended statement, amended shelf registration statement, amended report, or amended confirmation letter set forth in any of the following items, the period specified in the relevant item from the day on which the Prime Minister receives the statement and accompanying documents under Article 5, paragraphs (1) and (13), the statement and accompanying documents to which Article 5, paragraph (4) is applicable, or the shelf registration statement and accompanying documents, annual securities report and accompanying documents, confirmation letter, internal control report and accompanying documents, quarterly securities report, semiannual securities report, extraordinary report, report on repurchase, or parent company, etc. status report subject to that amendment; and for a confirmation letter set forth in item (v) or (ix) (but only if the subject of the confirmation letter is an amended report connected with an annual securities report and accompanying documents, an amended report connected with a quarterly securities report, or an amended report connected with a semiannual securities report), the period specified in the relevant item from the day on which the Prime Minister receives the annual securities report and accompanying documents, quarterly securities report, or semiannual securities report that is subject to that amendment):
(i)a statement and accompanying documents under Article 5, paragraphs (1) and (13), as well as any amended statement connected with them (excluding a statement and accompanying documents or amended statement connected with them, to which Article 5, paragraph (4) is applicable): five years;
(ii)a statement and accompanying documents, as well as any amended statement connected with them, to which Article 5, paragraph (4) is applicable: one year;
(iii)a shelf registration statement and accompanying documents or shelf registration supplements and accompanying documents, as well as any amended shelf registration statement connected with them: until the shelf registration statement ceases to have effect;
(iv)an annual securities report and accompanying documents, as well as any amended report connected with them: five years;
(v)a confirmation letter under Article 24-4-2 and any amended confirmation letter connected with it: five years;
(vi)an internal control report and accompanying documents, as well as any amended report connected with them: five years;
(vii)a quarterly securities report and any amended report connected with it: three years;
(viii)a semiannual securities report and any amended report connected with it: three years;
(ix)a confirmation letter under Article 24-4-2 as applied mutatis mutandis pursuant to Article 24-4-8 or Article 24-5-2, and any amended confirmation letter connected with it: three years;
(x)an extraordinary report and any amended report connected with it: one year;
(xi)a report on repurchase and any amended report connected with it: one year; and
(xii)a parent company, etc. status report and any amended report connected with it: five years.
(2)An issuer of securities that has submitted a document set forth in any of the items (i) through (xi) of the preceding paragraph, or an issuer of securities whose parent company, etc. has submitted the document set forth in item (xii) of the preceding paragraph, must keep a copy of such document at its head office and principal branch offices, and make the document available for public inspection for the period from the day on which the document is submitted to the Prime Minister to the day on which the period specified in the relevant item of the preceding paragraph has elapsed, pursuant to the provisions of Cabinet Office Order.
(3)Pursuant to the provisions of Cabinet Office Order, financial instruments exchanges and the authorized financial instruments firms associations specified by Cabinet Order must keep copies of the documents submitted pursuant to Article 6 (including as applied mutatis mutandis pursuant to Article 12; Article 23-12, paragraph (1); Article 24, paragraph (7); Article 24-2, paragraph (3); Article 24-4-2, paragraph (5) (including as applied mutatis mutandis pursuant to Article 24-4-8, paragraph (1) and Article 24-5-2, paragraph (1)); Article 24-4-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 24-4-8, paragraph (2) and Article 24-5-2, paragraph (2)); Article 24-4-4, paragraph (5); Article 24-4-5, paragraph (2); Article 24-4-7, paragraph (5); Article 24-5, paragraph (6); and Article 24-6, paragraph (3); the same applies in paragraph (5)) and paragraph (4) of the preceding Article at their office, and make copies of the public documents available for public inspection for the period from the day on which the copies of these documents are submitted to the day on which the period specified in the relevant item of paragraph (1) has elapsed.
(4)Notwithstanding the provisions of the preceding three paragraphs, if, due to a need to maintain the confidentiality of a trade secret, an issuer of securities that has submitted a document set forth in any of paragraph (1), items (i) through (x), or a parent company, etc. that has submitted a document set forth in item (xii) of that paragraph, files a petition with the Prime Minister for a part of the documents referred to in the preceding three paragraphs not to be made available for public inspection and the Prime Minister approves it, that part of the documents is not to be made available for public inspection.
(5)When an issuer of securities or parent company, etc. that has obtained the approval referred to in the preceding paragraph sends a copy of a Public document to a subsidiary company submitting annual securities reports or submits a copy of such documents to a financial instruments exchange or to an authorized financial instruments firms association specified by Cabinet Order pursuant to Article 6 or paragraph (4) of the preceding Article, before sending or submitting the copy of such documents, it may remove or delete from them the part that, pursuant to the preceding paragraph, it has been decided will not be made available for public inspection.
(6)Notwithstanding the provisions of paragraph (1), if the Prime Minister issues any of the following dispositions, the Prime Minister may decide that all or part of the public documents that are connected with the disposition are not to be made available for public inspection:
(i)an order to submit an amended statement under the provisions of Article 9, paragraph (1) or Article 10, paragraph (1);
(ii)an order to submit an amended shelf registration statement under Article 23-9, paragraph (1) or Article 23-10, paragraph (1), or under Article 23-10, paragraph (1) as applied mutatis mutandis pursuant to Article 23-10, paragraph (5);
(iii)an order to submit an amended report under Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1); Article 24-4-5, paragraph (1); Article 24-4-7, paragraph (4); Article 24-5, paragraph (5); Article 24-6, paragraph (2); or paragraph (3) of the preceding Article (including as applied mutatis mutandis pursuant to paragraph (6) of that Article); or
(iv)an order to submit an amended confirmation letter under Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-4-3, paragraph (1).
(7)In the case referred to in the preceding paragraph, the Prime Minister is to notify a person that makes copies of public documents available for public inspection pursuant to paragraph (2) (or the person submitting such public documents and the person that makes copies of them available for public inspection, if the public documents comprise a parent company, etc. status report or an amended report in connection with one; such a person is referred to as the "submitter, etc." in the following paragraph), as well as the financial instruments exchange or the authorized financial instruments firms association specified by Cabinet Order which is referred to in paragraph (3), which makes copies of those public documents available for public inspection pursuant to the provisions of paragraph (3), that the Prime Minister has decided that all or part of those public documents will not be made available for public inspection.
(8)If the submitter, etc. or a financial instruments exchange or authorized financial instruments firms association has been notified by the Prime Minister pursuant to the provisions of the preceding paragraph, the provisions of paragraphs (2) and (3) do not apply thereafter to the copies of the public documents for which the notice was made.
(Collection of Reports and Inspection of a Person Submitting a Securities Registration Statement)
Article 26(1)Whenever the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a person that has submitted public documents, a person that is found to be required to submit such documents, an underwriter of securities, or any other concerned party or witnesses, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect that person's books, documents, and any other articles.
(2)When the Prime Minister finds it necessary with regard to the order for report or submission of materials or the inspection under the preceding paragraph, the Prime Minister may inquire to public offices or public or private organizations and request them to report necessary matters.
(Mutatis Mutandis Application of Provisions for an Issuer That Is Not a Company)
Article 27The provisions of Article 2-3; Articles 5 through 13; Articles 15 through 24-5-2; and Article 24-7 through the preceding Article apply mutatis mutandis if the issuer is a person other than a company (with regard to the mutatis mutandis application of Article 5, paragraphs (6) through (9), Article 7, paragraph (2), Article 9, paragraph (2), Article 10, paragraph (2), Article 24, paragraphs (8) through (13); Article 24-2, paragraph (4); Article 24-4-2, paragraph (6) (including as applied mutatis mutandis pursuant to Article 24-4-8, paragraph (1) and Article 24-5-2, paragraph (1)); Article 24-4-3, paragraph (3); Article 24-4-4, paragraph (6); Article 24-4-5, paragraph (3); Article 24-4-7, paragraphs (6) through (11); and Article 24-5, paragraphs (7) through (12) and paragraphs (15) through (19), this is limited to if the issuer is a foreign person). In this case, in Article 5, paragraph (6) and Article 24, paragraph (8), the phrase "a foreign company that is required to submit" is deemed to be replaced with "a foreign person other than a company which is required to submit"; the term "statement-filing foreign company" in Article 5, paragraphs (6), (8) and (9), Article 7, paragraph (2), Article 9, paragraph (2) and Article 10, paragraph (2) is deemed to be "statement-filing foreign person"; in Article 5, paragraphs (10) through (12) and Article 7, paragraphs (3) through (5) the term "company submitting a regulated securities registration statement" is deemed to be "person submitting a regulated securities registration statement"; in Article 24, paragraphs (8) and (10) through (13); Article 24-2, paragraph (4); Article 24-4-2, paragraph (6), Article 24-4-4, paragraph (6); Article 24-4-7, paragraphs (6) and (8) through (11); and Article 24-5, paragraphs (7), paragraphs (9) through (12) and paragraphs (15) through (19), the phrase "reporting foreign company" is deemed to be replaced with "reporting foreign person"; and any other necessary technical replacement of terms or other necessary particulars relevant to the application of these provisions is specified by Cabinet Order.
Chapter II-2 Disclosure in a Tender Offer
Section 1 Tender Offers for Share Certificates by Persons Other Than the Issuer
(Tender Offers for Share Certificates by Persons Other Than the Issuer)
Article 27-2(1)Any purchase, etc. of share certificates, corporate bond certificates with share options, or other securities specified by Cabinet Order (hereinafter collectively referred to as "share certificates, etc." in this Chapter and Article 27-30-11 (excluding Article 27-30-11, paragraph (5))) (a purchase, etc. means a purchase or other acquisition for compensation of share certificates, etc., and includes acts specified by Cabinet Order as being similar to this; hereinafter the same applies in this Section) whose issuer is required to submit an Annual securities report, or of the share Certificates, etc. of an issuer of specified listed securities (including those specified by Cabinet Order as having equivalent distribution statuses to these, and limited to share certificates, etc.), which is effected by a person other than the issuer and which falls under any of the categories set forth in the following items, must be effected by means of a tender offer; provided, however, that this does not apply to a purchase, etc. excluded from application (meaning a purchase, etc. of share certificates, etc. that the holder of share options (excluding those allotted under the provisions of Article 277 of the Companies Act and specified by Cabinet Office Order as those which would not compromise the protection of investors even if acquired by means other than a tender offer by ensuring the exercise of that share option; hereinafter the same applies in this paragraph) effects by exercising those share options, to a purchase, etc. of share certificates, etc. that the person effecting the purchase, etc. makes from its specially related party (limited to a person set forth in paragraph (7), item (i) and specified by Cabinet Office Order), or to any other purchase, etc. of share certificates, etc. that is specified by Cabinet Order; the same applies in item (iv)):
(i)a purchase, etc. of share certificates, etc. outside a financial instruments exchange market (excluding a purchase, etc. of share certificates, etc. effected through a transaction specified by Cabinet Order as being equivalent to the purchase and sale, etc. of securities on a financial instruments exchange market and excluding a purchase, etc. of share certificates, etc. that is specified by Cabinet Order as a purchase, etc. made from an extremely small number of persons), if after that purchase, etc. the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds (including cases specified by Cabinet Order as equivalent to holding them; hereinafter the same applies in this Section) (or, if the person has any specially related parties (other than specially related parties specified in paragraph (7), item (i) and specified by Cabinet Office Order), the ownership ratio of share certificates, etc. calculated by adding the ownership ratio of share certificates, etc. of the specially related parties to that of the person; hereinafter the same applies in this paragraph), exceeds five percent;
(ii)a purchase, etc. of share certificates, etc. outside a financial instruments exchange market (excluding a purchase, etc. of share certificates, etc. effected through a transaction specified by Cabinet Order as being equivalent to the purchase and sale, etc. of securities on a financial instruments exchange market; the same applies in item (iv)) which falls under the category of a purchase, etc. of share certificates, etc. that is specified by Cabinet Order as a purchase, etc. made from an extremely small number of persons, if after that purchase, etc. the ownership ratio of share certificates, etc., in terms of the Share certificates, etc. that the relevant person holds, exceeds one third;
(iii)a purchase, etc. of share certificates, etc. through a purchase and sale, etc. of securities on a financial instruments exchange market which is specified by the Prime Minister as being a purchase and sale, etc. of securities based on a method other than an auction method (such a purchase and sale, etc. of securities is hereinafter referred to as a "specified purchase and sale, etc." in this paragraph), if after that purchase, etc. the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, exceeds one third;
(iv)a purchase, etc. of share certificates, etc., if share certificates, etc. in excess of the proportion specified by Cabinet Order are acquired during the period of not more than six months that is specified by Cabinet Order, through that purchase, etc. of share certificates, etc. or through the acquisition of a new issue (meaning the acquisition of share certificates, etc. newly issued by their issuer; hereinafter the same applies in this item) (if the acquisition is effected through a purchase, etc. of share certificates, etc., this is limited to an acquisition through a purchase, etc. of share certificates, etc. in excess of the proportion specified by Cabinet Order that is effected through a specified purchase and sale, etc. or that is effected outside a financial instruments exchange market (excluding one effected through a tender offer and any purchase, etc. excluded from application)), and if after the purchase, etc. or acquisition, the ownership ratio of share certificates, etc., in terms of the share certificates, etc. that the relevant person holds, exceeds one third (other than purchases, etc. set forth in the preceding three items);
(v)a purchase, etc. of share certificates, etc., if a tender offer is underway for those share certificates, etc., and a person other than the issuer of the share certificates, etc. effects a purchase, etc. of them in excess of the proportion specified by Cabinet Order during the period of not more than six months that is specified by Cabinet Order (but only if the ownership ratio of share certificates, etc. in terms of the share certificates, etc. that the person holds, exceeds one third) (other than purchases, etc. set forth in the preceding items); and
(vi)any other purchase, etc. of share certificates, etc. specified by Cabinet Order as being equivalent to a purchase, etc. of share certificates, etc. set forth in any of the preceding items.
(2)A purchase, etc. of share certificates, etc. through a tender offer, as specified in the main clause of the preceding paragraph, must be effected after a purchase, etc. period is set that is within the scope of the period specified by Cabinet Order.
(3)If a purchase, etc. of share certificates, etc. is effected through a tender offer, as provided for in the main clause of paragraph (1), the purchase, etc. price (or, for anything other than a purchase, etc., the thing that is specified by Cabinet Order as being equivalent to the purchase, etc. price; hereinafter the same applies in this Section) must be based on a single set of conditions, pursuant to the provisions of Cabinet Order.
(4)If a purchase, etc. of share certificates, etc. is effected through a tender offer, as provided in the main clause of paragraph (1), a financial instruments business operator (limited to one engaged in type-I financial instruments business as defined in Article 28, paragraph (1); the same applies in Article 27-12, paragraph (3)) or a bank, etc. (meaning a bank, cooperative financial institution, or other financial institution specified by Cabinet Order; the same applies in Article 27-12, paragraph (3)) must be made to manage the share certificates, etc., effect payment for the purchase, etc., and conduct other affairs specified by Cabinet Order.
(5)If a purchase, etc. of share certificates, etc. is effected through a tender offer, as provided in the main clause of paragraph (1), it must be in accordance with the conditions and methods specified by Cabinet Order, beyond what is prescribed in the preceding three paragraphs and other provisions of this Section.
(6)As used in this Article, effecting a "tender offer" means offering to effect purchase, etc. of share certificates, etc. or soliciting offers to sell, etc. them (meaning effecting a sale or other transfer for consideration; hereinafter the same applies in this Chapter) from many and unspecified persons through a public notice, and then effecting the purchase, etc. of share certificates, etc. outside of a financial instruments exchange market.
(7)The term "specially related party" as used in paragraph (1) means any of the following persons:
(i)a person with a shareholding relationship, familial relationship, or other special relationship specified by Cabinet Order to the person effecting the purchase, etc. of share certificates, etc.; and
(ii)a person with which a person effecting a purchase, etc. of share certificates, etc. has agreed to jointly acquire or transfer the share certificates, etc. or to jointly exercise voting rights or other rights as shareholders in the issuer of the share certificates, etc., or to transfer or acquire the share certificates, etc. to or from each other after the purchase, etc. of the share certificates, etc.
(8)The term "ownership ratio of share certificates, etc." as used in paragraph (1) means either of the following:
(i)in terms of the person effecting a purchase, etc. of share certificates, etc., the ratio arrived at, pursuant to the provisions of Cabinet Office Order, when the total number of voting rights (meaning the number of voting rights represented by shares calculated pursuant to the provisions of Cabinet Office Order, for share certificates, or the number of voting rights specified by Cabinet Office Order, for securities other than share certificates; hereinafter the same applies in this paragraph) with respect to the share certificates, etc. that the person holds (excluding those that are specified by Cabinet Office Order in consideration of the manner in which they are held or other circumstances; hereinafter the same applies in this paragraph), are divided by the number arrived at when the total number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that person and specially related parties of that person; or
(ii)for specially related parties as defined in the preceding paragraph (excluding persons that fall under the category specified in item (ii) of the preceding paragraph and that purchase, etc. any share certificates, etc. issued by the issuer of the share certificates, etc.), the rate arrived at, pursuant to the provisions of Cabinet Office Order, when the number of voting rights with respect to the share certificates, etc. that the party holds, is divided by the number arrived at when the total of the number of voting rights issued by the issuer is added to the number of voting rights with respect to corporate bond certificates with share options and other securities specified by Cabinet Order issued by the issuer and held by that party and the person effecting a purchase, etc. of share certificates, etc. that is set forth in the preceding item.
(Public Notice of the Commencement of a Tender Offer and Submission of a Tender Offer Statement)
Article 27-3(1)A person that, pursuant to the main clause of paragraph (1) of the preceding Article, is required to effect any purchase, etc. of share certificates, etc. through a tender offer as prescribed in Article 27-2, paragraph (1) (hereinafter referred to as a "tender offer" in this Section) must, pursuant to the provisions of Cabinet Order, issue public notice of the purpose of the tender Offer, the purchase, etc. price, the number of share certificates, etc. sought for purchase (meaning the number of shares, for share certificates, or the number of shares specified by Cabinet Office Order for securities other than share certificates; hereinafter the same applies in this Section), the purchase, etc. period, and other particulars specified by Cabinet Office Order. In this, if the purchase, etc. period is shorter than the period specified by Cabinet Order, it must be clearly indicated in the public notice that the purchase, etc. period may be extended pursuant to Article 27-10, paragraph (3).
(2)A person that issues the public notice under the preceding paragraph (hereinafter referred to as a "public notice of the commencement of a tender offer" in this Section) (such a person is hereinafter referred to as a "tender offeror" in this Section) must submit a document stating the following particulars and the accompanying documents specified by Cabinet Office Order (hereinafter collectively referred to as the "tender offer statement" in this Section and Articles 197 and 197-2) to the Prime Minister on the day on which it issues the public notice of the commencement of the tender offer, pursuant to the provisions of Cabinet Office Order; provided, however, that, if the day on which the person is required to submit the tender offer statement falls on a Sunday or other day specified by Cabinet Office Order, that person is to submit the tender offer statement on the following day:
(i)the purchase, etc. price, the number of share certificates, etc. sought for purchase, the purchase, etc. period (including the detail indicated in the public notice pursuant to the second sentence of the preceding paragraph), the terms of delivery in connection with the purchase, etc., and other terms of settlement and purchase, etc. set by the tender offeror (hereinafter collectively referred to as the "terms of purchase, etc." in this Section);
(ii)the details of any contract to purchase, etc. the share certificates, etc. that are subject to the tender offer, other than through that tender offer, on or after the day on which the tender offeror issues the public notice of the commencement of the tender offer; and
(iii)the purpose of the tender offer, the particulars of the tender offeror, and other particulars specified by Cabinet Office Order.
(3)It is prohibited for a tender offeror, the specially related party of a tender offeror (meaning a specially related party as defined in Article 27-2, paragraph (7); hereinafter the same applies in this Section), or any other relevant party specified by Cabinet Order (hereinafter collectively referred to as the "tender offeror, etc." in this Section) to solicit offers to sell, etc. share certificates, etc. or to perform other acts specified by Cabinet Office Order in connection with a tender offer, on or after the day following the day on which the public notice of the commencement of the tender offer is issued, unless the tender offeror has submitted the tender offer statement to the Prime Minister.
(4)Immediately after the submission of a tender offer statement, the tender offeror must send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the following items, the tender offeror must also send a copy of the tender offer statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item. The necessary particulars relevant to the sending of the copies are specified by Cabinet Office Order:
(i)share certificates, etc. listed on a financial instruments exchange: the financial instruments exchange; and
(ii)share certificates, etc. specified by Cabinet Order as having equivalent distribution statuses to the share certificates, etc. referred to in the preceding item: the authorized financial instruments firms association specified by Cabinet Order.
(Purchases in Which Securities Are Delivered as the Consideration)
Article 27-4(1)Except in a case provided for in the following paragraph, if a tender offeror, etc. makes securities the consideration for its purchases, etc. in a tender offer, and a public offering or secondary distribution of the relevant securities is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3), the tender offeror, etc. must not solicit offers to sell, etc. or perform other acts specified by Cabinet Office Order in connection with the tender offer unless the issuer of the securities provides the Prime Minister with the notification under those provisions at the same time as the submission of the tender offer statement or an amended statement.
(2)In a case referred to in the preceding paragraph, if a shelf registration has been made for the securities referred to in that paragraph, the tender offeror, etc. must not solicit offers to sell, etc. or perform other acts specified by Cabinet Office Order in connection with the tender offer unless the shelf registration has come into effect and the shelf registrant of the Securities submits shelf registration supplements to the Prime Minister at the same time as the submission of the tender offer statement or an amended statement.
(3)Notwithstanding the provisions of paragraph (2) of the preceding Article, in a tender offer that has securities as the consideration for purchase, etc., if the notification under Article 4, paragraphs (1) through (3) has been made or the shelf registration supplements have been submitted for the securities, part of the particulars that are required to be included in a tender offer statement and some of its accompanying documents may be omitted from the tender offer statement to be submitted for the relevant tender offer if that part of the particulars and those accompany documents are specified by Cabinet Office Order.
(Prohibition of Purchases Not through a Tender Offer)
Article 27-5A tender offeror, etc. must not purchase, etc. share certificates, etc. that are issued by the issuer of the share certificates, etc. involved in the relevant tender offer, other than through that tender offer, during the tender offer period (meaning the period from the day on which it issues the public notice of the commencement of the tender offer to the last day of the purchase, etc. period, and including the extended period, if any; hereinafter the same applies in this Section); provided, however, that this does not apply in the following cases:
(i)if the contract for effecting a purchase, etc. of share certificates, etc. that are issued by the issuer of the relevant share certificates, etc., other than through that tender offer, is concluded before the public notice of the commencement of the tender offer, and the existence and details of that contract are stated in the tender offer statement;
(ii)if a person set forth in Article 27-2, paragraph (7), item (i) (except one that also falls under the category of persons specified in Article 27-2, paragraph (7), item (ii)) notifies the Prime Minister, pursuant to the provisions of Cabinet Office Order, that the person does not fall under the category of persons specified in Article 27-2, paragraph (7), item (ii); or
(iii)other cases specified by Cabinet Order.
(Changes to the Terms of Purchase for a Tender Offer)
Article 27-6(1)A tender offeror may not make any of the following changes to the terms of purchase, etc.:
(i)the lowering of the purchase, etc. price (excluding what is implemented if the public notice of the commencement of the tender offer and the tender offer statement states, as one of the terms of purchase, etc., that the purchase, etc. price may be lowered according to the standards specified by Cabinet Office Order if the target company (meaning a target company provided for in Article 27-10, paragraph (1)) conducts a share split or performs any other act specified by Cabinet Order during the tender offer period);
(ii)reduction of the number of share certificates, etc. sought for purchase;
(iii)shortening of the purchase, etc. period; or
(iv)any other changes in the terms of purchase, etc. specified by Cabinet Order.
(2)A tender offeror may make any change to the terms of purchase, etc. other than one that is specified in the items of the preceding paragraph. In this, a tender offeror seeking to make such a change must issue public notice of the details of the change to the terms of purchase, etc. (excluding an extension of the purchase, etc. period, if it is extended pursuant to Article 27-10, paragraph (3)) and other particulars specified by Cabinet Office Order during the tender offer period, pursuant to the provisions of Cabinet Order.
(3)If it is difficult for a tender offeror to issue the public notice under the preceding paragraph by the last day of the tender offer period, the tender offeror must publicly announce the details and the particulars specified in the preceding paragraph pursuant to the provisions of Cabinet Office Order, and issue a public notice based on the rules provided for in the preceding paragraph immediately after that.
(Amendment of a Public Notice of the Commencement of a Tender Offer)
Article 27-7(1)If a tender offeror that has issued a public notice of the commencement of a tender offer (including a public notice under paragraph (2) or (3) of the preceding Article and a public announcement under Article 27-6, paragraph (3); the same applies in the following paragraph) finds a formal deficiency in the content of the relevant notice or finds that the content of the notice conflicts with the facts of the matter, the tender offeror must amend its content and issue a public notice or a public announcement pursuant to the provisions of Cabinet Office Order.
(2)If the Prime Minister finds it to be necessary for a public notice of the Commencement of a tender offer to be amended, the Prime Minister may order the tender offeror that issued the public notice of the commencement of the tender offer to issue a public notice or a public announcement of the details of the amendment pursuant to the provisions of Cabinet Office Order, within the time limit designated by the Prime Minister.
(3)A disposition under the preceding paragraph may not be reached after the last day of the tender offer period (including the period by which it is required to be extended pursuant to paragraph (8) of the following Article).
(Submission of an Amended Statement in Connection with a Tender Offer Statement)
Article 27-8(1)If a tender offeror that has submitted a tender offer statement (including any amended statement in connection with it; hereinafter the same applies in this Article) finds that there is a formal deficiency in the tender offer statement, that its content conflicts with the facts of the matter, that it insufficiently states or omits a statement as to a particular that is required to be stated, or that it insufficiently states or omits a statement as to a fact that is necessary to prevent it from being misleading, the tender offeror must submit an amended statement to the Prime Minister, pursuant to the provisions of Cabinet Office Order.
(2)If, on or after the day on which a tender offer statement is submitted and before the last day of the tender offer period, the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3)), any other material particular that is required to be stated in a tender offer statement changes, or any other circumstance specified by Cabinet Office Order arises that requires the tender offer statement to be amended, the tender offeror that submitted the tender offer statement must immediately submit an amended statement to the Prime Minister pursuant to the provisions of Cabinet Office Order.
(3)If Prime Minister finds it to be clear that any of the following facts have occurred, the Prime Minister may order the tender offeror that submitted the tender offer statement to submit an amended statement within the time limit designated by the Prime Minister:
(i)the tender offer statement contains a formal deficiency;
(ii)the terms of purchase, etc. stated in the tender offer statement do not comply with the provisions of this Section; or
(iii)the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1).
(4)Except in a case under the provisions of the preceding paragraph, on discovering any of the following facts to have occurred, the Prime Minister may order a tender offeror that has submitted a tender offer statement to submit an amended statement within the time limit designated by the Prime Minister. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing:
(i)the tender offer statement contains a false statement about a material particular; or
(ii)the tender offer statement omits a statement as to a material particular that is required to be stated or omits a statement of material fact that is necessary to prevent it from being misleading.
(5)A disposition under paragraph (3) may not be reached after the last day of the tender offer period (including the period by which it is required to be extended pursuant to paragraph (8); the same applies in paragraph (7)) (or, for a disposition resulting in an amended statement being submitted after the last day of the tender offer period, after the day on which five years have elapsed since the day following the last day of the tender offer period), and a disposition under the preceding paragraph may not be reached after the day on which five years have elapsed since the day following the last day of the tender offer period.
(6)The provisions of Article 27-3, paragraph (4) apply mutatis mutandis if an amended statement is submitted pursuant to the provisions of paragraphs (1) through (4).
(7)If a disposition under paragraph (3) or (4) is reached during the tender offer period, the tender offeror, etc. must not solicit offers to sell, etc. or perform any other act specified by Cabinet Office Order for the tender offer until the amended statement required by the disposition is submitted.
(8)If an amended statement under paragraph (1) or (2) is submitted or an order to submit an amended statement under paragraph (3) or (4) is issued during the tender offer period, except in a case specified by Cabinet Office Order, the tender offeror must extend the purchase, etc. period in that tender offer by a period specified by Cabinet Office Order and immediately issue public notice of this or publicly announce it, pursuant to the provisions of Cabinet Office Order.
(9)If the purchase, etc. period in a tender offer is required to be extended pursuant to the preceding paragraph, the tender offeror must not acquire the share certificates, etc. subject to the tender offer or conduct other settlement procedures for the tender offer until the last day of the required period of extension.
(10)If the purchase, etc. period in a tender offer is required to be extended pursuant to paragraph (8), the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension.
(11)If a tender offeror submits an amended statement pursuant to the provisions of paragraphs (1) through (4), it must issue public notice of the contents stated in the amended statement that pertain to the contents stated in the tender offer statement, pursuant to the provisions of Cabinet Order, or publicly announce them pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply if the tender offeror has issued the public notice under Article 27-6, paragraph (2) or issued a public notice and public announcement under Article 27-6, paragraph (3), nor does it apply if the tender offeror has submitted an amended statement under paragraph (1) that is specified by Cabinet Office Order as one whose content is of minor importance.
(12)The preceding Article applies mutatis mutandis to a public notice or public announcement under paragraph (8) or the preceding paragraph.
(Preparation and Delivery of a Tender Offer Explanation)
Article 27-9(1)A tender offeror must prepare a document that states the particulars specified by Cabinet Office Order from among the particulars that are required to be stated in a tender offer statement and the particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as a "tender offer explanation" in this Section and Articles 197-2 and 200), pursuant to the provisions of Cabinet Office Order.
(2)When effecting a purchase, etc. of share certificates, etc. through a tender offer, the tender offeror must deliver a tender offer explanation to a person seeking to sell, etc. those share certificates, etc., pursuant to the provisions of Cabinet Office Order.
(3)If a tender offeror has submitted an amended statement pursuant to the provisions of paragraphs (1) through (4) of the preceding Article, it must immediately amend the tender offer explanation pursuant to the provisions of Cabinet Office Order and deliver the amended tender offer explanation to any person to which the tender offer explanation has already been delivered.
(Submission of a Target Company's Position Statement and Tender Offeror's Answer)
Article 27-10(1)The issuer of the share certificates, etc. involved in a tender offer (hereinafter referred to as the "target company" in this Section and Article 27-30-11, paragraph (4)), pursuant to the provisions of Cabinet Office Order, must submit a document that states its opinion about the tender offer and other particulars specified by Cabinet Office Order (hereinafter referred to as the "target company's position statement") to the Prime Minister within a period specified by Cabinet Order from the date on which the public notice of the commencement of the tender offer is issued.
(2)The target company may include the following particulars in the target company's position statement, in addition to its opinion about the tender offer:
(i)questions for the tender offeror; or
(ii)a request for an extension of the purchase, etc. period indicated in the public notice of the commencement of the tender offer to the period specified by Cabinet Order (but only if the purchase, etc. period is shorter than the period specified by Cabinet Order).
(3)If the request set forth in item (ii) of the preceding paragraph has been included in the target company's position statement pursuant to the preceding paragraph and the Prime Minister makes the target company's position statement available for public inspection pursuant to Article 27-14, paragraph (1), the tender offeror must extend the purchase, etc. period to the period specified by Cabinet Order.
(4)If a target company makes the request set forth in paragraph (2), item (ii) in the target company's position statement under paragraph (2), the target company, pursuant to the provisions of Cabinet Order, must issue public notice of the purchase, etc. period after the extension under the preceding paragraph, and of the other particulars specified by Cabinet Office Order, by the day following the last day of the period set forth in paragraph (1).
(5)If a target company that issues the public notice under the preceding paragraph (hereinafter referred to as the "public notice of a request for a period extension" in the following paragraph) finds a formal deficiency in the content of that public notice or finds that its content conflicts with the facts of the matter, the target company must amend this content and issue a public notice or a public announcement pursuant to the provisions of Cabinet Office Order.
(6)If the Prime Minister finds it to be necessary for the public notice of a request for a period extension to be amended, the Prime Minister, pursuant to the provisions of Cabinet Office Order, may order the target company that issued that public notice to issue a public notice or public announcement of the details of the amended statement within the time limit designated by the Prime Minister.
(7)A disposition under the preceding paragraph may not be reached after the last day of the tender offer period (including the period by which it is required to be extended pursuant to Article 27-8, paragraph (8)).
(8)The provisions of Article 27-8, paragraphs (1) through (5) (excluding Article 27-8, paragraph (3), items (ii) and (iii)) apply mutatis mutandis to a target company's position statement. In this case, in Article 27-8, paragraph (1), the term "tender offeror" is deemed to be replaced with "target company as defined in Article 27-10, paragraph (1)" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "the terms of purchase, etc. change" is deemed to be replaced with "opinion about the tender offer changes", the term "tender offeror" is deemed to be replaced with "target company defined in Article 27-10, paragraph (1)", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraphs (3) and (4), the term "tender offeror" is deemed to be replaced with "target company defined in Article 27-10, paragraph (1)" and the term "amended statement" is deemed to be replaced with "amended report"; and in Article 27-8, paragraph (5), the phrase "A disposition under paragraph (3)" is deemed to be replaced with "A disposition under paragraph (3) as applied mutatis mutandis pursuant to Article 27-10, paragraph (8)", the term "amended statement" is deemed to be replaced with "amended report", and the phrase "disposition under the preceding paragraph" is deemed to be replaced with "disposition under the preceding paragraph as applied mutatis mutandis pursuant to Article 27-10, paragraph (8)".
(9)Immediately after submitting a target company's position statement, the target company in a tender offer must send a copy of the target company's position statement to the tender offeror involved in the tender offer (and to any person that has already submitted a tender offer statement for share certificates, etc. of which the target company is the issuer as of the day on which it submits the target company's position statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the items of Article 27-3, paragraph (4), the target company must also send a copy of the target company's position statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item.
(10)The preceding paragraph applies mutatis mutandis if an amended report is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (8).
(11)If a question referred to in paragraph (2), item (i) has been included in a target company's position statement, a tender offeror that receives a copy of the target company's position statement pursuant to paragraph (9) must submit a document, pursuant to the provisions of Cabinet Office Order, stating an answer to the question (or, if it finds that it is not necessary to answer the question, the reason why it finds this to be so) and other particulars specified by Cabinet Office Order (hereinafter referred to as the "tender offeror's answer") to the Prime Minister within a period specified by Cabinet Order from the date on which it receives the copy of the target company's position statement.
(12)The provisions of Article 27-8, paragraphs (1) through (5) (excluding Article 27-8, paragraph (3), items (ii) and (iii)) apply mutatis mutandis to a tender offeror's answer. In this case, in Article 27-8, paragraph (1), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "terms of purchase, etc. change" is deemed to be replaced with "answer changes" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraphs (3) and (4), the term "amended statement" is deemed to be replaced with "amended report"; and in Article 27-8, paragraph (5), the phrase "A disposition under paragraph (3)" is deemed to be replaced with "A disposition under paragraph (3) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12)", the term "amended statement" is deemed to be replaced with "amended report", and the phrase "disposition under the preceding paragraph" is deemed to be replaced with "disposition under the preceding paragraph as applied mutatis mutandis pursuant to Article 27-10, paragraph (12)".
(13)Immediately after submitting a tender offeror's answer, the tender offeror must send a copy of the tender offeror's answer to the target company (and to any person that has already submitted a tender offer statement for share certificates, etc. of which the target company is the issuer as of the day on which it submits the tender offeror's answer), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the items of Article 27-3, paragraph (4), the tender offeror must also send a copy of the tender offeror's answer to the person specified in the relevant item for the category of share certificates, etc. set forth in that item.
(14)The provisions of the preceding paragraph apply mutatis mutandis if an amended report is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (12).
(Tender Offer Withdrawal and Cancellation of Contracts by the Tender Offeror)
Article 27-11(1)A tender offeror may not withdraw offers or cancel contracts in connection with a tender offer (hereinafter collectively referred to as "tender offer withdrawal, etc." in this Section) after having issued public notice of the commencement of the tender offer; provided, however, that this does not apply if the tender offeror states as one of the terms of purchase, etc. in the public notice of the commencement of the tender offer and in the tender offer statement that the tender offer may be withdrawn if a material change occurs in the business or property of the issuer of the share certificates, etc. that are involved in the tender offer or in its subsidiary (meaning a subsidiary as defined in Article 2, item (iii) of the Companies Act) or any other circumstance occurs that would significantly compromise its ability to achieve the purpose of the tender offer (limited to circumstances specified by Cabinet Order), or if an order to commence bankruptcy proceedings is issued against the tender offeror or any other material change in circumstances specified by Cabinet Order occurs.
(2)If the tender offeror seeks to effect a tender offer withdrawal, etc. under the proviso to the preceding paragraph, the tender offeror must issue a public notice indicating that it will effect a tender offer withdrawal, etc., the reason for this, and other particulars specified by Cabinet Office Order by the last day of the tender offer period, pursuant to the provisions of Cabinet Order; provided, however, that if it is difficult for the tender offeror to issue such a public notice by the last day of the tender offer period, the tender offeror is to issue a public announcement of the details that are required to be stated in the public notice, pursuant to the provisions of Cabinet Office Order, and issue the public notice immediately following.
(3)A person issuing a public notice or public announcement under the preceding paragraph must submit a document to the Prime Minister, pursuant to the provisions of Cabinet Office Order, in which it states the details that are required to be stated in the public notice provided for in the preceding paragraph and other particulars specified by Cabinet Office Order (hereinafter referred to as a "written tender offer withdrawal notice" in this Section and Articles 197 and 197-2) on the day on which that person issues the public notice or public announcement.
(4)The provisions of Article 27-3, paragraph (4) apply mutatis mutandis to a written tender offer withdrawal notice. In this case, in Article 27-3, paragraph (4), the phrase "the issuer of the share certificates, etc. involved in the tender offer is made (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement)" is deemed to be replaced with "the issuer of the share certificates, etc. involved in the tender offer".
(5)A tender offer withdrawal, etc. comes into effect only if public notice is given pursuant to paragraph (2). In this, the tender offer withdrawal, etc. comes into effect at the time at which the public notice is given (or at the time when the public announcement is made, if the public announcement and the public notice are given pursuant to the proviso to paragraph (2)).
(Cancellation of a Contract by a Tendering Shareholder)
Article 27-12(1)A tendering shareholder, etc. (meaning a person that accepts an offer to purchase, etc. the share certificates, etc. involved in a tender offer or that offers to sell, etc. them; hereinafter the same applies in this Section) may cancel a contract involving a tender offer at any time during the tender offer period (including the period by which it is required to be extended pursuant to Article 27-8, paragraph (8); the same applies in paragraphs (1) and (4) of the following Article, Article 27-14, paragraph (1) and Article 27-21, paragraph (1), item (ii) and paragraph (2), item (ii)).
(2)If a public notice of the commencement of a tender offer and a tender offer statement includes the condition that any cancellation of a contract connected with the tender offer be done by a means specified by Cabinet Order, a tendering shareholder, etc. that cancels a contract pursuant to the preceding paragraph must do so by that means. In this, the cancellation of the contract comes into effect at the time specified by Cabinet Order.
(3)If a tendering shareholder, etc. cancels a contract pursuant to paragraph (1), the tender offeror may not request the tendering shareholder, etc. to pay damages or penalties, and if the tender offeror is having a financial instruments business operator or a bank, etc. manage the tendered share certificates, etc. (meaning share certificates, etc. that the tendering shareholders, etc. sell, etc. in response to the tender offer; hereinafter the same applies in this Section), the tender offeror bears the cost required to return them.
(Public Notice of the Number of Tendered Share Certificates in a Tender Offer and Submission of a Tender Offer Report)
Article 27-13(1)A tender offeror, pursuant to the provisions of Cabinet Order, must issue a public notice or public announcement of the number of tendered share certificates, etc. and other particulars specified by Cabinet Office Order on the day following the last day of the tender offer period; provided, however, that this does not apply if a public notice has been issued pursuant to Article 27-11, paragraph (2).
(2)A Tender offeror issuing a public notice or public announcement under the main clause of the preceding paragraph must submit a document to the Prime Minister, pursuant to the provisions of Cabinet Office Order, in which it states the details of that public notice or public announcement and other particulars specified by Cabinet Office Order (hereinafter referred to as a "tender offer report" in this Section and Articles 197 and 197-2) on the day on which it issues the public notice or public announcement.
(3)The provisions of Article 27-3, paragraph (4) and Article 27-8, paragraphs (1) through (6) apply mutatis mutandis to a tender offer report. In this case, in Article 27-3, paragraph (4), the phrase "the tender offeror is to send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement)" is deemed to be replaced with "the issuer of the share certificates, etc. involved in the tender offer"; in Article 27-8, paragraph (1), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "submitted and before the last day of the tender offer period, the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3)), any other material particular that is required to be stated in a tender offer statement changes, or any other circumstance specified by Cabinet Office Order arises that requires the tender offer statement to be amended" is deemed to be replaced with "submitted, the number of share certificates, etc. for which a purchase, etc. will be effected is fixed by the pro rata method set forth in Article 27-13, paragraph (5)" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (3), the term "amended statement" is deemed to be replaced with "amended report", the term "terms of purchase, etc." is deemed to be replaced with "delivery and other settlement methods", the phrase "the provisions of this section" is deemed to be replaced with "Article 27-13, paragraphs (4) and (5)", the phrase "the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1)" is deemed to be replaced with "the result of calculations for deciding the number of share certificates, etc. being purchased, etc. contravenes the pro rata method specified by Cabinet Office Order that is stipulated in Article 27-13, paragraph (5)"; in Article 27-8, paragraph (4), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (5), the phrase "disposition under paragraph (3)" is deemed to be replaced with "disposition under paragraph (3) and the preceding paragraph as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)" and the phrase "the last day of the tender offer period (including the period by which it is required to be extended pursuant to paragraph (8); the same applies in paragraph (7)) (or, for a disposition resulting in an amended statement being submitted after the last day of the tender offer period, after the day on which five years have elapsed since the day following the last day of the tender offer period), and the disposition under the preceding paragraph may not be reached after the day on which five years have elapsed since the day following the last day of the tender offer period" is deemed to be replaced with "the day on which five years have elapsed since the day following the last day of the tender offer period"; and in Article 27-8, paragraph (6), the term "amended statement" is deemed to be replaced with "amended report" and the phrase "paragraphs (1) through (4)" is deemed to be replaced with "paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)".
(4)Unless a tender offeror, during the tender offer period, effects a tender offer withdrawal, etc. pursuant to the proviso to Article 27-11, paragraph (1) for all of the tendered share certificates, etc., or unless the tender offeror has included one of the following conditions in the public notice of the commencement of the tender offer and in the tender offer statement (if the tender offeror has included the condition referred to in item (ii), this is only if the ownership ratio of share certificates, etc. (meaning ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8)), in terms of the share certificates, etc. that the tender offeror will hold after the tender offer (if the tender offeror has a specially related party as specified in Article 27-2, paragraph (1), item (i), the ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8), in terms of the share certificates, etc. that specially related party holds, is added to calculate this) will be below the proportion specified by Cabinet Order), the tender offeror must acquire or otherwise effect settlement procedures for its purchase, etc. based on the terms of purchase, etc. it has stated in the public notice of the commencement of the tender offer and in the tender offer statement (or, if it has changed the terms of purchase, etc. in accordance with a public notice under Article 27-6, paragraph (2) or a public announcement and public notice under Article 27-6, paragraph (3), based on the terms of purchase, etc. after the change) for all tendered share certificates, etc.:
(i)that if the total number of tendered share certificates, etc. does not reach the number of share certificates, etc. designated in advance in the public notice of the commencement of the tender offer and in the tender offer statement as the whole number of share certificates, etc. sought for purchase or a portion of them, the tender offeror will not purchase, etc. any of the tendered share certificates, etc.; or
(ii)that if the total number of tendered share certificates, etc. exceeds the number of share certificates, etc. sought for purchase, the tender offeror will not purchase, etc. tendered share certificates, etc. in excess of the number of share certificates, etc. sought for purchase.
(5)If the condition specified in item (ii) of the preceding paragraph has been given, and the total number of tendered share certificates, etc. exceeds the number of share certificates, etc. sought for purchase, the tender offeror must acquire share certificates, etc. and effect other settlement procedures for their purchase, etc. using the pro rata method specified by Cabinet Office Order (hereinafter referred to as the "pro rata method" in this Section).
(Public Inspection of a Tender Offer Statement)
Article 27-14(1)The Prime Minister must make a tender offer statement (including any amended statement in connection with it; the same applies in paragraph (1) of the following Article), written tender offer withdrawal notice, tender offer report, target company's position statement, and tender offeror's answer (including any amended report in connection with them; the same applies in paragraph (1) of the following Article) available for public inspection, pursuant to the provisions of Cabinet Office Order, during the period from the day that the Prime Minister accepts them to the day on which five years have elapsed since the day following the last day of the tender offer period in the relevant tender offer.
(2)Pursuant to the provisions of Cabinet Office Order, a person that has submitted a document prescribed in the preceding paragraph (hereinafter referred to as a "public document" in this Article) (such a person is hereinafter referred to as the "submitter" in this Article) must keep a copy of that public document at its head office or principal office and make it available for public inspection during the period that the Prime Minister makes that public document available for public inspection pursuant to the preceding paragraph.
(3)Pursuant to the provisions of Cabinet Office Order, financial instruments exchanges and the authorized financial instruments firms associations specified by Cabinet Order must keep copies of the public documents they have been sent pursuant to Article 27-3, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (6), Article 27-11, paragraph (4) and paragraph (3) of the preceding Article), Article 27-10, paragraph (9) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (10)), and Article 27-10, paragraph (13) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (14)) at their offices and make them available for public inspection during the period that the Prime Minister makes those public documents available for public inspection pursuant to the provisions of paragraph (1).
(4)Beyond what is provided for in the preceding three paragraphs, the necessary matters relevant to the public inspection referred to in paragraph (1) are specified by Cabinet Office Order.
(5)Notwithstanding the provisions of paragraph (1), if the Prime Minister issues any of the following dispositions, the Prime Minister may decide not to make all or part of the public documents that are connected with the disposition available for public inspection:
(i)an order to submit an amended statement under the provisions of Article 27-8, paragraph (3) or (4);
(ii)an order to submit an amended report under Article 27-8, paragraph (3) or (4) as applied mutatis mutandis pursuant to Article 27-10, paragraph (8) or (12), or paragraph (3) of the preceding Article.
(6)In a case referred to in the preceding paragraph, the Prime Minister is to notify the submitter that makes the copies of the public documents available for public inspection pursuant to paragraph (2), as well as the financial instruments exchanges or the authorized financial instruments firms associations specified by Cabinet Order which are referred to in paragraph (3), which make copies of the public documents available for public inspection pursuant to the provisions of paragraph (3), that the Prime Minister has decided that all or part of the public documents will not be made available for public inspection.
(7)If a submitter or a financial instruments exchange or authorized financial instruments firms association has been notified by the Prime Minister pursuant to the provisions of the preceding paragraph, the provisions of paragraphs (2) and (3) do not apply after that time to the copies of the public documents to which the notice pertains.
(Prohibition on Presuming the Veracity of a Tender Offer Statement)
Article 27-15(1)No person may deem, due to a tender offer statement, written tender offer withdrawal notice, tender offer report, target company's position statement, or tender offeror's answer having been accepted, that the Prime Minister certifies a statement contained in these documents to be true and accurate, or that the Prime Minister certifies these documents not to omit a statement as to a material particular.
(2)It is not permitted for the tender offeror, etc. or the target company to make a representation that is in violation of the preceding paragraph.
(Compensatory Liability for Violations Connected with a Tender Offer)
Article 27-16The provisions of Article 16 apply mutatis mutandis to a person that violates the provisions of Article 27-3, paragraph (3) or Article 27-8, paragraph (7) in performing an act specified by Cabinet Office Order, or that violates the provisions of Article 27-9, paragraph (2) or (3) in effecting a purchase, etc. of share certificates, etc. In this case, in Article 16, the phrase "the person that acquires the securities" is deemed to be replaced with "the person that sells, etc. its share certificates, etc. in response to the tender offer".
Article 27-17(1)A tender offeror, etc. that violates the provisions of Article 27-5 (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (10); hereinafter the same applies in this paragraph) in effecting a purchase, etc. of share certificates, etc. is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding persons that sell, etc. share certificates, etc. to which Article 27-5 is applicable and the part of the persons that are prescribed in paragraph (2), item (i) of the following Article).
(2)The amount of compensation for which the tender offeror, etc. is liable pursuant to the preceding paragraph is the price that the tender offeror, etc. pays at the time it effects a purchase, etc. referred to in the preceding paragraph (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price (meaning the purchase, etc. price stated in the public notice of the commencement of the tender offer and tender offer statement, or, if the tender offeror, etc. changes the purchase, etc. price pursuant to a public notice or public announcement under Article 27-6, paragraph (2) or (3), this means the purchase, etc. price after the change; hereinafter the same applies in this Section), multiplied by the number of tendered share certificates, etc. of a claimant under the preceding paragraph (excluding tendered share certificates, etc. that could not have been sold, etc. through the pro rata method; the same applies in paragraph (2) of the following Article and Article 27-20, paragraph (2)).
Article 27-18(1)A person that, in acquiring share certificates, etc. or effecting other settlement procedures for a purchase, etc. of share certificates, etc. through a tender offer (hereinafter referred to as a "tender offer purchaser" in this Article) violates the provisions of Article 27-13, paragraph (4), is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (in a case set forth in item (i) of the following paragraph, this excludes a person that sells, etc. its share certificates, etc. at a price that is more favorable than the tender offer price (this includes being provided with a benefit equivalent to such a price; hereinafter the same applies in this Article); and in a case set forth in item (ii) of the following paragraph, it includes a person that could not sell, etc. its share certificates, etc. due to the tender offer purchaser's use of the different method referred to in item (ii)).
(2)In the following cases, the amount of compensation for which a tender offer purchaser is liable pursuant to the preceding paragraph is the amount specified in the relevant of the following items for the category set forth in that item:
(i)if the tender offer purchaser only purchases, etc. share certificates, etc. at a price that is more favorable than the tender offer price from a part of the persons that sell, etc. their share certificates, etc. in response to the tender offer: the favorable price (if two or more favorable prices are used for the purchases, etc., the most favorable price) less the tender offer price, multiplied by the number of tendered share certificates, etc. of a claimant under the preceding paragraph; and
(ii)if the tender offer purchaser purchases, etc. share certificates, etc. through a method that is different from the pro rata method stated in the tender offer statement: the number of share certificates, etc. that should have been purchased, etc. from a claimant under the preceding paragraph, as calculated using that pro rata method, less the number of share certificates, etc. that the tender offer purchaser actually purchased, etc. from the claimant (or, if the tender offer purchaser did not purchase, etc. any share certificates, etc. from the claimant, the number of the share certificates, etc. that should have been purchased, etc. from the claimant, as calculated using that pro rata method), multiplied by the difference between the tender offer price (or the price paid by the tender offeror as specified in Article 27-17, paragraph (2), in a case to which paragraph (1) of the preceding Article is also applicable; the favorable price referred to in the preceding item, in a case to which the preceding item is also applicable; or the more favorable of these prices, in a case to which both Article 27-17, paragraph (1) and the preceding item are also applicable) and the market price of the share certificates, etc. at the time the claimant claims damages under the preceding paragraph (this is the estimated disposal price, if there is no market price for the share certificates, etc., or the disposal price, if the share certificates, etc. are disposed of prior to the claim being filed).
(Compensatory Liability of a Person Using a Tender Offer Explanation That Contains a False Statement)
Article 27-19The provisions of Article 17 apply mutatis mutandis to a person that has caused a person to sell, etc. share certificates, etc. through the use of a tender offer explanation or other representation that contains a false statement about a material particular, omits a representation as to a material particular that is required to be represented, or omits a representation of material fact that is necessary to prevent it from being misleading. In this case, in Article 17, the phrase "a person that acquires the securities" is deemed to be replaced with "a person that sells, etc. its share certificates, etc. in response to the tender offer".
(Compensatory Liability of a Person Issuing a Public Notice of the Commencement of a Tender Offer Which Contains a False Statement)
Article 27-20(1)The provisions of Article 18, paragraph (1) apply mutatis mutandis to the following persons. In this case, in Article 18, paragraph (1), both the phrase "person that acquires the securities through the public offering or secondary distribution" and the phrase "person that acquires the securities" are deemed to be replaced with "person that sells, etc. its share certificates, etc. in response to the tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time the person sells, etc. its share certificates, etc.":
(i)a person that issues a public notice of the commencement of the tender offer or a public notice or public announcement under Article 27-6, paragraph (2) or (3), Article 27-7, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (12)) or Article 27-8, paragraph (8) or (11) (hereinafter collectively referred to as "public notice of the commencement of a tender offer, etc." in this and the following Article) that contains a false representation about a material particular, omits a representation as to a material particular that is required to be represented, or omits a representation of material fact that is necessary to prevent it from being misleading;
(ii)a person that submits a tender offer statement (including any amended statement in connection with it; hereinafter the same applies in this and the following Articles) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading;
(iii)a person that prepares a tender offer explanation (including a tender offer explanation amended pursuant to Article 27-9, paragraph (3); hereinafter the same applies in this and the following Articles) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading; and
(iv)a person that submits a tender offeror's answer (including any amended report in connection with this; hereinafter the same applies in this and the following Articles) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading.
(2)If the provisions of the preceding paragraph (excluding items (i) and (iv)) are applicable and, in spite of having concluded a contract to purchase, etc., after the last day of the tender offer period, share certificates, etc. that are subject to the tender offer other than through that tender offer, the tender offeror does not state this in the tender offer statement or tender offer explanation but then effects the purchase, etc. under the contract after the last day of the tender offer period, the amount of compensation that the tender offer is liable for to a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding a person that sells, etc. share certificates, etc. pursuant to such a contract, a person that sells, etc. share certificates, etc. to which Article 27-5 is applicable, and the part of the persons referred to in Article 27-18, paragraph (2), item (i)) is the price at which the tender offeror, etc. purchases, etc. them (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price, multiplied by the number of tendered share certificates, etc. of the claimant under Article 18, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph.
(3)Except for cases to which the preceding paragraph is applicable, the persons specified in the following items are jointly and severally liable for compensation under paragraph (1) with the persons set forth in the items of paragraph (1); provided, however, that this does not apply if the person specified in the following items proves that it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted:
(i)the specially related party (limited to a person specified in Article 27-2, paragraph (7), item (ii)) of a person set forth in any of the items of paragraph (1); and
(ii)if a person set forth in any of the items of paragraph (1) is a corporation or other organization, its director, accounting advisor, company auditor, executive officer, board member, auditor, or person equivalent thereto, at the time it submitted the public notice of the commencement of the tender offer, etc., the tender offer statement, or the tender offeror's answer, or at the time it prepared the tender offeror explanation.
(Prescription of the Right to Claim Compensation Due to a Violation of Provisions Relevant to a Tender Offer)
Article 27-21(1)A claim under Article 27-17, paragraph (1) or a claim under Article 27-18, paragraph (1) in a case to which Article 27-18, paragraph (2) is applicable extinguishes by prescription in the following cases:
(i)when the claim is not exercised within one year from when the claimant comes to know, or in exercise of reasonable care could have come to know, of the violation; or
(ii)when the claim is not exercised within five years from the day following the last day of the Tender Offer period in the relevant Tender Offer.
(2)A claim under Article 27-20, paragraph (1) in a case to which paragraph (2) of the preceding Article is applicable extinguishes by prescription in the following cases:
(i)when the claim is not exercised within one year from when the claimant comes to know, or in exercise of reasonable care could have come to know, that the Public Notice of the Commencement of the Tender Offer, etc., Tender Offer Statement, Tender Offer Explanation, or Tender Offeror's Answer contains a false statement or false representation about a material particular, omits a statement as to a material particular that is required to be stated or represented, or omits a statement of material fact that is necessary to prevent it from being misleading; or
(ii)when the claim is not exercised within five years from the day following the last day of the Tender Offer period in the relevant Tender Offer.
(Collection of Reports and Inspection of a Tender Offeror)
Article 27-22(1)Whenever the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a tender offeror, a person that is found to be required to purchase, etc. share certificates, etc. through a tender offer pursuant to the main clause of Article 27-2, paragraph (1), a specially related party of either of these persons, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.
(2)Whenever the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a person that has submitted a target company's position statement, a person that is found to be required to submit the same, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.
(3)If the Prime Minister finds it necessary with regard to the order for report or submission of materials or the inspection under the preceding two paragraphs, the Prime Minister may inquire to public offices or public or private organizations and request them to report necessary matters.
Section 2 Tender Offers for Listed Share Certificates by the Issuer
(Tender Offers for Listed Share Certificates by the Issuer)
Article 27-22-2(1)A purchase, etc. (meaning a purchase or other acquisition for compensation; hereinafter the same applies in this and the following Articles) of listed share certificates, etc. outside a financial instruments exchange market by the issuer of those listed share certificates, etc. must be effected by means of a tender offer, if it falls under any of the following categories; provided, however, that this does not apply to a purchase, etc. through a transaction specified by Cabinet Order as being equivalent to a purchase and sale, etc. of Securities on a financial instruments exchange market:
(i)a purchase, etc. under Article 156, paragraph (1) of the Companies Act (including as applied pursuant to Article 165, paragraph (3) of that Act following the deemed replacement of terms; hereinafter the same applies in this item) or under the provisions of other laws and regulations specified by Cabinet Order as being equivalent to Article 156, paragraph (1) of that Act (unless the issuer gives the notice under Article 158, paragraph (1) of that Act as provided in Article 160, paragraph (1) of that Act); or
(ii)a purchase, etc. effected by an issuer of listed share certificates, etc. that is a foreign company, which is specified by Cabinet Order as a purchase, etc. effected by a method that makes the particulars of that purchase, etc. available to a large number of persons.
(2)The provisions of Article 27-2, paragraphs (2) through (6); Article 27-3 (excluding the second sentence of paragraph (1) and paragraph (2), item (ii)); Article 27-4; Article 27-5 (limited to the non-itemized part thereof; the same applies in paragraph (5) and Article 27-22-3, paragraph (5)); Articles 27-6 through 27-9 (excluding Article 27-8, paragraphs (6), (10), and (12)); Articles 27-11 through 27-15 (excluding Article 27-11, paragraph (4) and Article 27-13, paragraph (3) and paragraph (4), item (i)); Article 27-17; Article 27-18; Article 27-21, paragraph (1); and the preceding Article (excluding paragraph (2)) apply mutatis mutandis if a purchase, etc. is effected through a tender offer pursuant to the preceding paragraph. In this case, in these provisions (excluding Article 27-3, paragraph (4) and the proviso to Article 27-11, paragraph (1)), the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc."; in Article 27-2, paragraph (6), the phrase "sell, etc. them (meaning effecting a sale or other transfer for consideration; hereinafter the same applies in this Chapter)" is deemed to be replaced with "sell, etc. them"; in Article 27-3, paragraph (2), the phrase "the following particulars" is deemed to be replaced with "the particulars set forth in items (i) and (iii) below"; in Article 27-3, paragraph (2), item (i), the phrase "purchase, etc. period (including the detail indicated in the public notice pursuant to the second sentence of the preceding paragraph)" is deemed to be replaced with "purchase, etc. period"; in Article 27-3, paragraph (3), the phrase "a tender offeror, the specially related party of a tender offeror (meaning a specially related party as defined in Article 27-2, paragraph (7); hereinafter the same applies in this Section), or any other relevant party specified by Cabinet Order" is deemed to be replaced with "a tender offeror or any other relevant party specified by Cabinet Order"; in the first sentence of Article 27-3, paragraph (4), the phrase "the tender offeror must send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the following items, the tender offeror must also send a copy of the tender offer statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item" is deemed to be replaced with "the tender offeror, for the categories of listed share certificates, etc. set forth in the following items, is to send the person set forth in the relevant item a copy of the tender offer statement, and is to also send a copy of the tender offer statement to any person that has already submitted a tender offer statement for share certificates, etc. of which the tender offeror is the issuer, as of the day on which it submits the tender offer statement"; in the items of Article 27-3, paragraph (4), the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc."; in the proviso to Article 27-5, the phrase "the following cases" is deemed to be replaced with "the cases specified by Cabinet Order"; in Article 27-6, paragraph (1), item (i), the phrase "the lowering of the purchase, etc. price (excluding what is implemented if the public notice of the commencement of the tender offer and the tender offer statement states, as one of the terms of purchase, etc., that the purchase, etc. price may be lowered according to the standards specified by Cabinet Office Order if the target company (meaning a target company provided for in Article 27-10, paragraph (1)) conducts a share split or performs any other act specified by Cabinet Order during the tender offer period)" is deemed to be replaced with "the lowering of the purchase, etc. price"; in Article 27-6, paragraph (2), the phrase "the details of the change to the terms of purchase, etc. (excluding the extension of the purchase, etc. period, if it is extended pursuant to Article 27-10, paragraph (3))" is deemed to be replaced with "the details of the change to the terms of purchase, etc."; in Article 27-8, paragraph (2), the phrase "the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3))" is deemed to be replaced with "the terms of purchase, etc. change"; in the proviso to Article 27-11, paragraph (1), the phrase "the tender offeror states as one of the terms of purchase, etc. in the public notice of the commencement of the tender offer and in the tender offer statement that the tender offer may be withdrawn if a material change occurs in the business or property of the issuer of the share certificates, etc. that are involved in the tender offer or in its subsidiary (meaning a subsidiary as defined in Article 2, item (iii) of the Companies Act) or any other circumstance occurs that would significantly compromise its ability to achieve the purpose of the tender offer (limited to circumstances specified by Cabinet Order), or if an order to commence bankruptcy proceedings is issued against the tender offeror or any other material change in circumstances specified by Cabinet Order occurs" is deemed to be replaced with "effecting a purchase, etc. of listed share certificates, etc. through the tender offer would violate any other law or regulation, or if any circumstance occurs that is specified by Cabinet Order as involving a risk of violation of any other law or regulation"; in Article 27-13, paragraph (4), the phrase "has included one of the following conditions in the public notice of the commencement of the tender offer and in the tender offer statement (if the tender offeror has included the condition referred to in item (ii), this is only if the ownership ratio of share certificates, etc. (meaning ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8)), in terms of the share certificates, etc. that the tender offeror will hold after the tender offer (if the tender offeror has a specially related party as specified in Article 27-2, paragraph (1), item (i), the ownership ratio of share certificates, etc. as defined in Article 27-2, paragraph (8) in terms of the share certificates, etc. that specially related party holds is added to calculate this) will be below the proportion specified by Cabinet Order)" is deemed to be replaced with "has included the condition specified in item (ii) below in the public notice of the commencement of the tender offer and in the tender offer statement"; in Article 27-14, paragraph (1), the phrase "tender offer report, the target company's position statement, and the tender offeror's answer (including any amended report in connection with them" is deemed to be replaced with "and a tender offer report (including any amended report in connection with it"; in Article 27-14, paragraph (3), the phrase ", Article 27-10, paragraph (9) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (10)) and Article 27-10, paragraph (13) (including as applied mutatis mutandis pursuant to Article 27-10, paragraph (14)) at" is deemed to be replaced with "at"; in Article 27-14, paragraph (5), item (i), the phrase "Article 27-8, paragraph (3)" is deemed to be replaced with "Article 27-8, paragraph (3) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)"; in Article 27-14, paragraph (5), item (ii), the phrase "Article 27-10, paragraph (8) or (12), or paragraph (3) of the preceding Article" is deemed to be replaced with "Article 27-22-2, paragraph (7)"; in Article 27-15, paragraph (1), the phrase ", tender offer report, target company's position statement, or tender offeror's answer" is deemed to be replaced with "or tender offer report"; in Article 27-15, paragraph (2), the phrase "tender offeror, etc. and the target company" is deemed to be replaced with "tender offeror, etc."; and in paragraph (1) of the preceding Article, the phrase "a person that is found to be required to purchase, etc. share certificates, etc. through a tender offer pursuant to the main clause of Article 27-2, paragraph (1), a specially related party of either of these persons" is deemed to be replaced with "a person that is found to be required to purchase, etc. listed share certificates, etc. through a tender offer pursuant to the main clause of Article 27-22-2, paragraph (1)"; and the term "the preceding two paragraphs" in paragraph (3) of that Article is deemed to be replaced with "paragraph (1) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)".
(3)The provisions of Article 27-3, paragraph (4) apply mutatis mutandis if an amended statement is submitted pursuant to Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to the preceding paragraph. In this case, in the first sentence of Article 27-3, paragraph (4), the phrase "the tender offeror is to send a copy of the tender offer statement to the issuer of the share certificates, etc. involved in the tender offer (and to any person that has already submitted a tender offer statement for the share certificates, etc. of that issuer as of the day on which the tender offeror submits the tender offer statement), and, if the share certificates, etc. involved in the tender offer fall under a category set forth in any of the following items, the tender offeror must also send a copy of the tender offer statement to the person specified in the relevant item for the category of share certificates, etc. set forth in that item" is deemed to be replaced with "the tender offeror, for the categories of listed share certificates, etc. set forth in the following items, is to send the person set forth in the relevant item a copy of the tender offer statement, and is also to send a copy of the tender offer statement to any person that has already submitted a tender offer statement for share certificates, etc. of which the tender offeror is the issuer, as of the day on which it submits the amended statement"; and in the items of Article 27-3, paragraph (4), the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc."
(4)A tender offeror (meaning tender offeror as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section), immediately after submitting a written tender offer withdrawal notice (meaning a written tender offer withdrawal notice as defined in Article 27-11, paragraph (3) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section) or tender offer report (meaning a tender offer report as defined in Article 27-13, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section), must send a copy of the written tender offer withdrawal notice or tender offer report to the person specified in the relevant item of Article 27-3, paragraph (4) for the category of listed share certificates, etc. set forth in that item. The necessary particulars relevant to the sending of those copies in such a case are specified by Cabinet Office Order.
(5)If the purchase, etc. period in a tender offer is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (2), the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension. In this case, in Article 27-5, the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc." and the phrase "the following cases" is deemed to be replaced with "the cases specified by Cabinet Order".
(6)The provisions of Article 27-7 apply mutatis mutandis to a public notice or public announcement under Article 27-8, paragraphs (8) and (11) as applied mutatis mutandis pursuant to paragraph (2).
(7)The provisions of Article 27-8, paragraphs (1) through (5) apply mutatis mutandis to a tender offer report. In this case, in Article 27-8, paragraph (1), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (2), the phrase "submitted and before the last day of the tender offer period, the terms of purchase, etc. change (other than an extension of the purchase, etc. period under Article 27-10, paragraph (3)), any other material particular that is required to be stated in a tender offer statement changes, or any other circumstance specified by Cabinet Office Order arises that requires the tender offer statement to be amended" is deemed to be replaced with "submitted, the number of listed share certificates, etc. for which a purchase, etc. will be effected is fixed by the pro rata method set forth in Article 27-13, paragraph (5) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) on or after the day on which the tender offer statement is submitted" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (3), the term "amended statement" is deemed to be replaced with "amended report", the phrase "the terms of purchase, etc. stated in the tender offer statement do not comply with the provisions of this Section" is deemed to be replaced with "the delivery and other settlement methods for the purchase, etc. stated in the tender offer statement do not comply with Article 27-13, paragraph (4) (excluding 27-13, paragraph (4), item (i)) and Article 27-13, paragraph (5) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)", and the phrase "the change in the terms of purchase, etc. that is stated in the amended statement violates Article 27-6, paragraph (1)" is deemed to be replaced with "the result of calculation stated in the amended statement for deciding the number of listed share certificates, etc. to purchase, etc., contravenes the pro rata method specified by Cabinet Office Order set forth in Article 27-13, paragraph (5) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)"; in Article 27-8, paragraph (4), the term "amended statement" is deemed to be replaced with "amended report"; in Article 27-8, paragraph (5), the phrase "disposition under paragraph (3)" is deemed to be replaced with "disposition under paragraph (3) or the preceding paragraph as applied mutatis mutandis pursuant to Article 27-22, paragraph (7)", and the phrase "the last day of the tender offer period (including the period by which it is required to be extended under paragraph (8); the same applies in paragraph (7)) (or, for a disposition resulting in an amended statement being submitted after the last day of the tender offer period, after the day on which five years have elapsed since the day following the last day of the tender offer period), and the disposition under the preceding paragraph may not be reached after the day on which five years have elapsed since the day following the last day of the tender offer period" is deemed to be replaced with "the day on which five years have elapsed since the day following the last day of the tender offer period".
(8)The provisions of paragraph (4) apply mutatis mutandis to an amended report provided for in Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to the preceding paragraph. In this case, in Article 27-8, paragraph (4), the phrase "written tender offer withdrawal notice (meaning a written tender offer withdrawal notice as defined in Article 27-11, paragraph (3) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section) or tender offer report (meaning a tender offer report as defined in Article 27-13, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section)" is deemed to be replaced with "amended report (meaning an amended report provided for in Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to paragraph (7)" and the phrase "the written tender offer withdrawal notice or tender offer report" is deemed to be replaced with "the amended report".
(9)The provisions of Article 16 apply mutatis mutandis to a person that violates the provisions of Article 27-3, paragraph (3) or Article 27-8, paragraph (7) as applied mutatis mutandis pursuant to paragraph (2) in performing the act specified by Cabinet Office Order or that violates the provisions of Article 27-9, paragraph (2) or (3) as applied mutatis mutandis pursuant to paragraph (2) in effecting a purchase, etc. of listed share certificates, etc. In this case, in Article 16, the term "the person that acquires the securities" is deemed to be replaced with "the person that sells, etc. its listed share certificates, etc. in response to the tender offer".
(10)The provisions of Article 17 apply mutatis mutandis to a person that has caused a person to sell, etc. its listed share certificates, etc. through the use of a tender offer explanation (meaning tender offer explanation as defined in Article 27-9, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2); hereinafter the same applies in this Section) or other representation that contains a false statement about a material particular, omits a representation as to a material particular that is required to be represented, or omits a representation of material fact that is necessary to prevent it from being misleading. In this case, in Article 17, the phrase "the person that acquires the securities" is deemed to be replaced with "the person that sells, etc. its listed share certificates, etc. in response to the tender offer".
(11)The provisions of Article 18, paragraph (1) apply mutatis mutandis to the following persons. In this case, in Article 18, paragraph (1), both of the phrases "person that acquires the securities through the public offering or secondary distribution" and "person that acquires the securities" are deemed to be replaced with "person that sells, etc. its listed share certificates, etc. in response to the tender offer", and the term "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time the person sells, etc. its listed share certificates":
(i)a person that issues a public notice of the commencement of a tender offer as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2), or a public notice or public announcement under Article 27-6, paragraph (2) or (3); Article 27-7, paragraph (1) or (2); or Article 27-8, paragraph (8) or (11) as applied mutatis mutandis pursuant to paragraph (2); or Article 27-7, paragraph (1) or (2) as applied mutatis mutandis pursuant to paragraph (6) (collectively referred to as a "public notice of the commencement of the tender offer, etc." in the following paragraph) that contains a false representation about a material particular, omits a representation as to a material particular that is required to be represented, or omits a representation of material fact that is necessary to prevent it from being misleading;
(ii)a person that submits a tender offer statement as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2) (including any amended statement in connection with it; the same applies in the following paragraph) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading; or
(iii)a person that prepares a tender offer explanation (including a tender offer explanation amended pursuant to Article 27-9, paragraph (3) as applied mutatis mutandis pursuant to paragraph (2); the same applies in the following paragraph) that contains a false statement about a material particular, omits a statement as to a material particular that is required to be stated, or omits a statement of material fact that is necessary to prevent it from being misleading.
(12)In a case to which Article 18, paragraph (1) is applicable as applied mutatis mutandis pursuant to the preceding paragraph, an officer of the Issuer at the time of its submission of a public notice of the commencement of the tender offer, etc. or tender offer statement, or at the time of the preparation of the tender offer explanation is jointly and severally liable with the issuer for compensation under the preceding paragraph; provided, however, that this does not apply if the officer proves that officer did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted.
(13)In a case referred to in paragraphs (2), (3), and (5) through (11), beyond what is provided for in those provisions, any other necessary technical replacement of terms is specified by Cabinet Order.
(Disclosure of a Material Fact about Business)
Article 27-22-3(1)If a material fact has occurred with regard to an issuer that seeks to purchase, etc. listed share certificates, etc. through a tender offer provided for in paragraph (1) of the preceding Article (meaning a material fact about its business which is provided for in Article 166, paragraph (1) (excluding those specified by Cabinet Office Order); hereinafter the same applies in this and the following Articles), and this has not been disclosed as provided for in Article 166, paragraph (1), the issuer must disclose that material fact pursuant to the provisions of Cabinet Office Order before the day on which it submits the tender offer statement (meaning a tender offer statement as defined in Article 27-3, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article; hereinafter the same applies in this and the following Articles).
(2)If a purchase, etc. of listed share certificates, etc. is effected through a tender offer as provided for in paragraph (1) of the preceding Article, and any new material fact occurs at the issuer that is the tender offeror (including if it becomes clear that a material fact had occurred before the day on which the tender offeror submitted the tender offer statement, but that this has not been disclosed as provided for in Article 166, paragraph (1)) between the day on which it submits the tender offer statement and the last day of the tender offer period (including the period by which it is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (4) of this Article; the same applies in the following Article) as defined in Article 27-5 as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article, the issuer must immediately disclose the material fact and notify persons that have accepted the offer to purchase, etc. listed share certificates, etc. through the tender offer, persons that have offered to sell, etc. their listed share certificates, etc. in connection with the tender offer, and persons seeking to sell, etc. such listed share certificates, etc., of the content of what it has disclosed, pursuant to the provisions of Cabinet Office Order.
(3)Once the period specified by Cabinet Order has elapsed after the disclosure under the preceding two paragraphs is made, the disclosure prescribed in Article 166, paragraph (1) is deemed to have been made.
(4)The provisions of Article 27-8, paragraphs (8) and (9) apply mutatis mutandis to the disclosure under paragraph (2). In this case, in Article 27-8, paragraph (8), the phrase "If an amended statement under paragraph (1) or (2) is submitted or an order to submit an amended statement under paragraph (3) or (4) is issued during the tender offer period, except in a case specified by Cabinet Office Order" is deemed to be replaced with "If a material fact is required to be disclosed pursuant to Article 27-22-3, paragraph (2)"; and in Article 27-8, paragraph (9), the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 27-22-3, paragraph (4)" and the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc.".
(5)If the purchase, etc. period in a tender offer is required to be extended pursuant to Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to the preceding paragraph, the provisions of Article 27-5 apply mutatis mutandis until the last day of the required period of extension. In this case, in Article 27-5, the term "share certificates, etc." is deemed to be replaced with "listed share certificates, etc." and the phrase "the following cases" is deemed to be replaced with "the cases specified by Cabinet Order".
(6)The provisions of Article 18, paragraph (1) apply mutatis mutandis to an issuer that issues a public notice or public announcement under Article 27-8, paragraph (8) as applied mutatis mutandis pursuant to paragraph (4), which contains a false representation with regard to a material particular, omits a representation as to a material particular that is required to be represented, or omits a representation of material fact that is necessary to prevent it from being misleading. In this case, in Article 18, paragraph (1), both the phrase "person that acquires the securities through the public offering or secondary distribution" and the phrase "person that acquires the securities" are deemed to be replaced with "person that sells, etc. the listed share certificates, etc. in response to the tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time the person sells, etc. the listed share certificates".
(7)In a case to which Article 18, paragraph (1) is applicable as applied mutatis mutandis pursuant to the preceding paragraph, an officer of an issu