Financial Instruments and Exchange Act

An issuer may not issue a solicitation for acquisition only for professional investors or any other category of solicitation with a view to issuing new securities specified by Cabinet Order which is not subject to the application of the main clause of Article 4, paragraph (1) (hereinafter referred to as "exclusive solicitation for acquisition" in this Article and Chapter VI-2) or a solicitation for selling, etc. only for professional investors (unless the securities subject to the relevant solicitation for selling, etc. only for professional investors fall under the category of securities for professional investors, and the solicitation for selling, etc. only for professional investors falls under the category of a case specified by Cabinet Order as one in which a small number of persons are the other parties) or any other category of solicitation with a view to delivering existing securities specified by Cabinet Order that is not subject to the application of 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) (hereinafter referred to as a "specified solicitation for selling, etc. " in this Article and Chapter VI-2) unless the issuer of the securities that are subject to the exclusive solicitation for acquisition or the specified solicitation for selling, etc. (hereinafter collectively referred to as "specified solicitation, etc.") has provided to the solicited person, or has disclosed, information specified by Cabinet Office Order as the basic information about the securities and the issuer that must be disclosed to investors (hereinafter referred to as "specified information on securities"), prior to the specified solicitation, etc. and pursuant to the provisions of the following paragraph.

An issuer seeking to provide or disclose specified information on securities must provide the specified information on securities itself or entrust another party to do so, or must disclose such information using the internet or through other means, pursuant to the provisions of Cabinet Office Order.

When an issuer that has been disclosing information on the issuer (meaning information on the issuer as prescribed in paragraph (1) of the following Article; hereinafter the same applies in this paragraph) continuously for the period specified by Cabinet Office Order pursuant to the provisions of paragraph (1) of the following Article seeks to provide or disclose specified information on securities pursuant to the provisions of the preceding paragraph, and the issuer has indicated in the specified information on securities, pursuant to the provisions of Cabinet Office Order, that reference should be made to the latest information on the issuer and to the amended information on the issuer set forth in paragraph (3) of that Article with respect that issuer (hereinafter referred to as "reference information"), the issuer is deemed to have provided or disclosed the information specified by Cabinet Office Order as information about the issuer that is part of the specified information on securities.

If, between the day on which an issuer that provides or discloses specified information on securities pursuant to the provisions of paragraph (2), provides or discloses that information and the day on which one year has elapsed since that day (or, in the cases specified by Cabinet Office Order as those in which it is found not to damage the public interest or result in insufficient investor protection, within the period specified by Cabinet Office Order), there is a particular requiring amendment in the specified information on securities, the issuer must provide or disclose information indicating that it is amending that particular (hereinafter referred to as "amended specified information on securities"), pursuant to the provisions of Cabinet Office Order.

An issuer that has disclosed specified information on securities pursuant to the provisions of paragraph (2) must continue to disclose such specified information on securities (if any amended specified information on securities has been disclosed, such amended specified information on securities is included), until one year has elapsed since the date that it disclosed the specified information on securities (or, in the cases specified by Cabinet Office Order as those in which it is found not to damage the public interest or result in insufficient investor protection, for the period specified by Cabinet Office Order).

The issuer set forth in each of the following items, pursuant to the provisions of Cabinet Office Order, must provide the holders of the securities set forth in the relevant item with the information about that issuer that is specified by Cabinet Office Order (hereinafter referred to as "information on the issuer") or disclose the same, at least once each business year (if the issuer is not a company or in any other cases specified by Cabinet Office Order, the period specified by Cabinet Office Order; the same applies in paragraph (4), Article 172-11, paragraph (1) and Article 185-7, paragraph (31), item (iv)); provided, however, that this does not apply in the cases that are specified by Cabinet Office Order as those in which, in consideration of liquidity and other circumstances, not doing so is found not to damage the public interest or result in insufficient investor protection:

an issuer of securities for professional investors:securities for professional investors issued by the issuer; or

an issuer that has provided or disclosed specified information on securities pursuant to the provisions of paragraph (2) of the preceding Article (excluding the issuer specified in the preceding item):the securities to which the provided or disclosed specified information on securities pertains.

If securities that did not fall under the category of securities for professional investors have come to fall under this category (except in a case specified by Cabinet Office Order), the issuer of such securities must provide the holder of such securities with the information on the issuer or disclose the same, without delay, pursuant to the provisions of Cabinet Office Order.

If there is a particular that is required to be amended in the information on the issuer, an issuer set forth in any of the items of paragraph (1) must provide or disclose information indicating that it is amending that particular (hereinafter referred to as the "amended information on the issuer"), pursuant to the provisions of Cabinet Office Order.

An issuer that has disclosed the information on the issuer pursuant to the provisions of paragraph (1) or (2) must continue to disclose such information on the issuer (if any amended information on the issuer has been disclosed, such amended information on the issuer is included), from the date on which it discloses that information on the issuer until the date on which it provides or discloses the information on the issuer for the business year following that in which it discloses the relevant information on the issuer (if securities for professional investors to which the information on the issuer pertains come to no longer fall under the category of securities for professional investors or in any other case specified by Cabinet Office Order, for the period specified by Cabinet Office Order).

If a financial instruments business operator, etc. sells securities through a secondary distribution of securities falling under Article 4, paragraph (1), item (iv) (hereinafter referred to as a "secondary distribution of foreign securities"), the financial instruments business operator, etc., in advance of selling of, or at the same time as it sells such securities, must provide the other party with the information specified by Cabinet Office Order as information about the securities and about the issuer of the securities (hereinafter collectively referred to as the "foreign securities information"), or must disclose such information; provided, however, that this does not apply if the issuer of the securities has already disclosed specified information on securities, etc. for the relevant Securities, nor does it apply in any other case specified by Cabinet Office Order.

If a financial instruments business operator, etc. making a secondary distribution of foreign securities is so requested by a person that acquires the securities through the secondary distribution of foreign securities and entrusts those securities to the custody of the financial instruments business operator, etc.; if it is so requested by a person specified by Cabinet Office Order as being equivalent thereto; or in a case specified by Cabinet Office Order as one in which a fact has occurred that may have a material influence on the investors' investment decisions, the financial instruments business operator, etc. must provide the foreign securities information to that person or must disclose such information; provided, however that this does not apply in the cases that are specified by Cabinet Office Order as those in which, in light of the availability of information on the relevant securities, the status of holding of the securities, and other considerations, not doing so is found not to damage the public interest or result in insufficient investor protection.

A financial instruments business operator, etc. seeking to provide or disclose foreign securities information pursuant to the preceding two paragraphs must provide the foreign securities information personally or entrust another party to do so, or must disclose the same using the internet or through any other means, pursuant to the provisions of Cabinet Office Order.

The provisions of Article 18, paragraph (1), Article 19, Article 20, and Article 21 (excluding paragraph (1), item (iii), paragraph (2), items (ii) and (iii), and paragraph (3)) apply mutatis mutandis to the specified information on securities, etc. (meaning the specified information on securities, the reference information in connection with specified information on securities to which Article 27-31, paragraph (3) is applicable, or the amended specified information on securities (including reference information in connection with the amended specified information on securities; the same applies hereinafter)). In this case, in Article 18, paragraph (1), the term "a securities registration statement" is deemed to be replaced with "any specified information on securities, etc. (meaning the specified information on securities, etc. prescribed in Article 27-33; the same applies hereinafter)", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", the phrase "the person that submitted the securities registration statement" is deemed to be replaced with "the issuer that provided or disclosed the specified information on securities, etc.", the phrase "person that acquires the securities through the public offering or secondary distribution" is deemed to be replaced with "person that acquires the securities through a specified solicitation, etc. (meaning a specified solicitation, etc. prescribed in Article 27-31, paragraph (1); the same applies hereinafter) to which the specified information on securities, etc. pertains (if the specified information on securities, etc. has not been disclosed, this is limited to a person that has been provided with the specified information on securities, etc.; hereinafter the same applies in this paragraph and Article 21 as applied mutatis mutandis pursuant to Article 27-33 following the deemed replacement of terms)", and the phrase "statement was false" is deemed to be replaced with the "information was false"; in Article 19, paragraph (2), the phrase "the securities registration statement or the prospectus" is deemed to be replaced with the "specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", and the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact"; in Article 20, the term "Article 18" is deemed to be replaced with "Article 18, paragraph (1) as applied mutatis mutandis pursuant to Article 27-33 following the deemed replacement of terms", in item (i) of that Article, the phrase "the securities registration statement or the prospectus" is deemed to be replaced with "the specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", and in item (ii) of that Article, the phrase "for 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) through (3) for the relevant public offering or secondary distribution of the securities becomes effective or the prospectus is delivered" is deemed to be replaced with "for seven years from the time when the specified information on securities, etc. is provided or disclosed"; in the non-itemized part of Article 21, paragraph (1), the term " securities registration statement" is deemed to be replaced with "specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", the phrase "public offering or secondary distribution" is deemed to be replaced with "specified solicitation, etc.", and the phrase "statement was false" is deemed to be replaced with "information was false"; in Article 21, paragraph (1), item (i), the phrase "company that submitted the securities registration statement" is deemed to be replaced with "issuer that has provided or disclosed the specified information on securities, etc.", the phrase "at the time of submission of the securities registration statement" is deemed to be replaced with "at the time that the specified information on securities, etc. was provided or disclosed", the phrase "incorporator of the company" is deemed to be replaced with "incorporator of the issuer or any other person that can be regarded as equivalent thereto", and the phrase "the securities registration statement was submitted before the incorporation of the company" is deemed to be replaced with "the specified information on securities, etc. was provided or disclosed before the establishment or inauguration of the issuer"; in Article 21, paragraph (1), item (ii), the phrase "for which the secondary distribution was made" is deemed to be replaced with "for which the specified solicitation, etc. (limited to specified solicitation, etc. falling under the category of a specified solicitation for selling, etc. (meaning a specified solicitation for selling, etc. as prescribed in Article 27-31, paragraph (1); hereinafter the same applies in this item)) was made" and the phrase "through a secondary distribution" is deemed to be replaced with "through a specified solicitation for selling, etc. "; in Article 21, paragraph (1), item (iv), the phrase "the public offering" is deemed to be replaced with "the specified solicitation, etc. (limited to specified solicitation, etc. falling under the category of an exclusive solicitation for acquisition (meaning an exclusive solicitation for acquisition as prescribed in Article 27-31, paragraph (1)))"; in Article 21, paragraph (2), item (i), the phrase "or (ii)" is deemed to be replaced with ", (ii), or (iv)"; in Article 21, paragraph (2), item (i), the phrase "statement was false" is deemed to be replaced with "information was false"; in Article 21, paragraph (4), the phrase "public offering or secondary distribution of securities" is deemed to be replaced with "specified solicitation, etc."; in item (i) of that paragraph, the term "securities" is deemed to be replaced with "securities for which the specified solicitation, etc. was made"; in Article 21, paragraph (4), item (ii), the term "securities" is deemed to be replaced with "Securities for which the specified solicitation, etc. was made"; the term "securities" in Article 21, paragraph (4), item (iii) is deemed to be replaced with "securities for which the specified solicitation, etc. was made"; and any other necessary technical replacement of terms is specified by Cabinet Order.