Companies Act

Whenever a company intends to solicit persons who subscribe for the bonds it issues, the company must determine the following matters with respect to the bonds for subscription (meaning the bonds that will be allotted to the persons who subscribed for those bonds in response to relevant solicitation; hereinafter the same applies in this Part):

the total amount of bonds for subscription;

the amount of each bond for subscription;

the interest rate for the bonds for subscription;

the method and due date for the redemption of the bonds for subscription;

the method and due date for payment of the interest;

if bond certificates are to be issued, the statement to that effect;

if it is to be arranged that bondholders may not make the demand under the provisions of Article 698, in whole or in part, the statement to that effect;

if a bond administrator is not to be designated, the statement to that effect;

if it is to be arranged that bond administrator may perform the act set forth in Article 706, paragraph (1), item (ii) in the absence of the resolution at the bondholders meeting, the statement to that effect;

if a bond administration assistant is to be appointed, the statement to that effect;

the amount to be paid in for each bond for subscription (meaning the amount of monies to be paid in in exchange for each bond for subscription; hereinafter the same applies in this Chapter) or the minimum amount thereof, or the method for calculating those amounts;

the due date for payment in of the monies in exchange for the bond for subscription;

if it is to be arranged that the issue of the bonds for subscription will not be carried out in their entirety if the persons to whom the bonds for subscription will be allotted are not prescribed for the total amount of the bonds by a certain day, the statement to that effect and that certain day; and

beyond what is set forth in each of the preceding items, matters prescribed by Ministry of Justice Order.

A company must notify persons who intend to subscribe for bonds for subscription in response to the solicitation under the preceding paragraph of the matters set forth in the following items:

the trade name of the company;

the matters set forth in each item of the preceding Article relating to relevant solicitation;

beyond what is set forth in the preceding two items, matters prescribed by Ministry of Justice Order.

A person who intends to apply the subscription for the bonds for subscription in response to the solicitation in the preceding paragraph must deliver a document that gives the following information:

the name and address of the person applying;

the amount of the bonds for subscription for which the person intends to subscribe and the number of bonds for each amount; and

if the company has prescribed the minimum amount under item (ix) of the preceding Article, the preferred amount for payment.

A person who submits an application in paragraph (1) may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the company and pursuant to the provisions of Cabinet Order. In these cases, the person who submitted the application is deemed to have delivered the document in that paragraph.

The provisions of paragraph (1) do not apply if the company has issued the prospectus prescribed in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that states the matters set forth in each item of that paragraph to a person who intends to submit the application under paragraph (1), and in other cases that are prescribed by Ministry of Justice Order as the cases where it is unlikely that the protection of persons who intend to submit the application for the subscription for bonds for subscription will be compromised.

If there are changes in the matters set forth in any item of paragraph (1), the company must immediately notify persons who have submitted applications in paragraph (2) (hereinafter in this Subsection referred to as "applicants") thereof and of the matters so changed.

It is sufficient for a notice or letters of demand to an applicant to be sent by the company to the address under paragraph (2), item (i) (or, if the applicant notifies the company of a different place or contact address for the receipt of notices or letters of demand, to the place or contact address).

The notice or letters of demand referred to in the preceding paragraph are deemed to have arrived at the time when the notice or letter of demand should normally have arrived.

A company must specify the persons to whom bonds for subscription will be allotted from among the applicants, and the amount, and the number for each amount, of the bonds for subscription to be allotted to those persons. In these cases, the company may reduce the number for each amount of bonds for subscription that are to be allotted to relevant applicants below the number under item (ii), paragraph (2) of the preceding Article.

The company must notify the applicants, no later than the day immediately preceding the date referred to in Article 676, item (x) of the amount, and the number for each amount, of the bonds for subscription that will be allotted to the applicant.

The provisions of the preceding two Articles do not apply if a person who intends to subscribe for the bonds for subscription executes a contract for the subscription for the total amount of those bonds.

The person set forth in the following items is to be the holders of the bonds for subscription provided for in each of items:

applicants:the bonds for subscription allotted by the company; or

a person who subscribed for all amount of the bonds for subscription under the contract referred to in the preceding Article:the bonds for subscription which the person has subscribed.

A company must, without delay after the day when bonds are issued, prepare a bond register and enter or record the following information (hereinafter referred to as "information required to be entered in the bond register") in that register:

the matters set forth in Article 676, items (iii) through (xiii)-2 and other matters prescribed by Ministry of Justice Order as the matters that specify the features of the bonds (hereinafter in this Part referred to as "class");

for each class, the total amount of the bonds and the amount of each bond;

the amount of the monies paid in in exchange for each bond, and the day of the payment in;

the name and address of the bondholders (excluding the holders of bearer bonds (meaning bonds for which bearer form bond certificates are issued; hereinafter the same applies in this Part));

the days when the bondholders in the preceding item acquired each bond;

if bond certificates are issued, the serial number of the bond certificates, the days of issue, whether the bond certificates are registered certificates or bearer certificates, and the number of the bearer bond certificates;

beyond what is set forth in the preceding items, matters prescribed by Ministry of Justice Order.

A bondholder (excluding the holders of bearer bonds) may file a request with the company that issued the bonds (hereinafter in this Part referred to as "bond-issuing company") to be issued a document showing the information required to be entered in the bond register which has been entered or recorded in the bond register with respect to that bondholder, or to be provided with an electronic or magnetic record in which the information required to be entered in the bond register has been recorded.

The document referred to in the preceding paragraph must be affixed with the signature, or name and seal, of the representative of the bond-issuing company.

With respect to an electronic or magnetic record referred to in paragraph (1), the representative of the bond-issuing company must implement measures in lieu of the affixation of signature, or name and seal prescribed by Ministry of Justice Order.

The provisions of the preceding three paragraphs do not apply if there are provisions to the effect that bond certificates are issued for the bonds.

A company may appoint a bond register administrator (meaning a person to prepare, keep, and otherwise administer the bond register on behalf of the company; the same applies hereinafter), and may entrust that administrator with administering the same.

A bond-issuing company must keep the bond register at its head office (or, if it has a bond register administrator, at its business office).

The bondholders and other persons prescribed by Ministry of Justice Order may make the following requests at any time during the business hours of the bond-issuing company. In these cases, the reasons for relevant request must be disclosed:

if the bond register is prepared in writing, the request for the inspection or copying of the document;

if the bond register has been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.

If the request referred to in the preceding paragraph is made, the bond-issuing company may not refuse the request unless:

the person who made the request for other purposes than the research on securing or exercising the person's rights;

the person who made the request in order to notify the fact learned by inspecting or copying the bond register to third parties for profit; or

the person who makes the request is a person who has notified the facts learned by inspecting or copying the bond register, to third parties for profit in the immediately preceding two years.

If a bond-issuing company is a stock company, if it is necessary for the purpose of exercising the rights of a member of the parent company of relevant bond-issuing company, the relevant member of the parent company may, with the permission of the court, make the request in each item of paragraph (2) with respect to the bond register of the bond-issuing company. In these cases, the reasons of relevant request must be disclosed.

The court may not grant the permission in the preceding paragraph if grounds provided for in any item of paragraph (3) apply to the member of the parent company in the preceding paragraph.