Financial Instruments and Exchange Act

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 corporate 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 corporate 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:

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;

a public offering or secondary distribution of securities for which the procedures related to the issuance of securities during a corporate reorganization or procedures related to the delivery of securities during a corporate reorganization fall under either of the following cases (excluding a public offering or secondary distribution as specified in the preceding item):

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 reorganizing company; or

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 corporate 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 corporate reorganization;

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);

a secondary distribution of securities that have already been issued in a foreign country 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

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).

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 corporate 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 corporate 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 securities acquired by 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 securities acquired by the qualified institutional investor will be issued for a compelling reason specified by Cabinet Office Order, or satisfies other requirements specified by Cabinet Office Order:

the case set forth in Article 2, paragraph (3), item (ii), (a);

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);

the case set forth in Article 2, paragraph (4), item (ii), (a);

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);

the case set forth in Article 2-3, paragraph (4), item (ii), (a); and

the case set forth in Article 2-3, paragraph (5), item (ii), (a).

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:

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");

securities for which the solicitation for selling, etc. was a solicitation for selling, etc. only for professional investors;

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

specified listed securities and other securities specified by Cabinet Order as having equivalent distribution statuses thereto.

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 corporate 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) on a certain date, the notification for the public offering or secondary distribution under the preceding three paragraphs must be made 25 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 of the securities or other factors.

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.

When 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.

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:

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

cases specified by Cabinet Office Order as being equivalent to the cases provided for in the preceding item.