Financial Instruments and Exchange Act

If an issuer violates the provisions of Article 24, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5), and also including as applied mutatis mutandis pursuant to Article 27) in failing to submit an annual securities report, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount of the audit certification fee (meaning the amount of money or value of other assets as specified by Cabinet Office Order which has been paid or is payable as consideration for the audit certification set forth in Article 193-2, paragraph (1); the same applies in the following paragraph) for the business year immediately preceding the business year for which the annual securities report was required to be submitted pursuant to these provisions (if the issuer falls under an issuer of regulated securities set forth in Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27), the business year immediately preceding the specified period set forth in Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5) (including as applied mutatis mutandis pursuant to Article 27) in relation to those regulated securities; hereinafter the same applies in this Article, Article 172-4, paragraph (1), and Article 185-7, paragraph (31) (excluding item (iv))) (or, if there is no such immediately preceding business year for which an audit certification is required or in other cases specified by Cabinet Office Order as being equivalent to this, four million yen).

If an issuer violates the provisions of Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article, and also including as applied mutatis mutandis pursuant to Article 27) in failing to submit a semiannual securities report, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to half of the amount of the audit certification fee for the business year immediately preceding the business year that includes the period for which the semiannual securities report was required to be submitted pursuant to these provisions (or, if there is no such immediately preceding business year for which an audit certification is required or in other cases specified by Cabinet Office Order as being equivalent to this, two million yen).

If an issuer submits an annual securities report, etc. (meaning an annual securities report as prescribed in Article 24, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5) and also including as applied mutatis mutandis pursuant to Article 27) and Article 24, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27) and accompanying documents, or an amended report as prescribed in Article 7,paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this Chapter) that contains a false statement about a material particular or that omits a statement as to a material particular that is required to be stated, the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in item (i) (or, if the amount set forth in item (ii) exceeds the amount set forth in item (i), the amount set forth in item (ii)); provided, however, that if the issuer's business year is other than one year in length, the Prime Minister must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount arrived at when the number of months in its business year is divided by 12 and the quotient is multiplied by that amount:

six million yen; or

the amount arrived at when the amount specified in (a) is multiplied by the number specified in (b):

the total market value of index securities for calculation (meaning share certificates, preferred equity investment certificates under the Act on Preferred Equity Investment, and other securities specified by Cabinet Order as being equivalent to them; hereinafter the same applies in this item and Article 172-11, paragraph (1)) issued by the issuer, as calculated pursuant to the provisions of Cabinet Office Order (if the index securities for calculation have no market value or if the issuer has not issued any index securities for calculation, the amount calculated pursuant to the provisions of Cabinet Order as being equivalent to this); and

six hundred thousandths.

If an issuer submits a semiannual securities or extraordinary report, etc. (meaning a semiannual securities report or extraordinary report under Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article) or paragraph (4) of that Article (these provisions including as applied mutatis mutandis pursuant to Article 27), or an amended report under Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-5, paragraph (5) (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this Chapter) which contains a false statement about a material particular or omits a statement as to a material particular that is required to be stated, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to half of the amount set forth in item (i) of the preceding paragraph (or, if the amount set forth in item (ii) of that paragraph exceeds the amount set forth in item (i) of that paragraph, the amount set forth in item (ii) of that paragraph). In such a case, the proviso to that paragraph applies mutatis mutandis.

The provisions of the preceding paragraph apply mutatis mutandis if an issuer fails to submit an extraordinary report under Article 24-5, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27) stating the particulars specified by Cabinet Office Order as having a material influence on investors' investment decisions.

The number of months referred to in the proviso to paragraph (1) (including as applied mutatis mutandis pursuant to the second sentence of paragraph (2) (including as applied mutatis mutandis pursuant to the preceding paragraph)) is calculated in accordance with the calendar, and if a period of less than one month is subject to calculation, it is counted as one month.

If a person violates the provisions of Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); hereinafter the same applies in this Article) in effecting a purchase, etc. (meaning a purchase, etc. as prescribed in Article 27-2, paragraph (1) or Article 27-22-2, paragraph (1); hereinafter the same applies in this Article, the following Article, and Article 178, paragraph (13)) of share certificates, etc. (meaning the share certificates, etc. prescribed in Article 27-2, paragraph (1); hereinafter the same applies in this Article, the following Article and Article 178, paragraph (13)) or listed share certificates, etc. (meaning the listed share certificates, etc. prescribed in Article 24-6, paragraph (1); hereinafter the same applies in this Article, the following Article, Article 178, paragraph (13), and Article 185-7, paragraph (15)), without making the public notice under Article 27-3, paragraph (1) (hereinafter referred to as "public notice of the commencement of a tender offer" in this Chapter), the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived at when the prices for the purchases, etc. of share certificates, etc. or listed share certificates, etc. that it effects without making public notice of the commencement of the tender offer, are multiplied by the volumes of those purchases, etc.;

25 percent.

If a person makes a public notice of the commencement of a tender offer, etc. (meaning a public notice of the commencement of a tender offer or a public notice or public announcement amending the contents of a public notice of the commencement of the tender offer as prescribed in Article 27-7, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); hereinafter the same applies in this Chapter) that contains a false representation about a material particular or that lacks a representation of a material particular that is required to be represented, or if a person submits a tender offer statement, etc. (meaning a tender offer statement as prescribed in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), an amended statement under Article 27-8, paragraphs (1) through (4) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), a tender offeror's answer as prescribed in Article 27-10, paragraph (11), or an amended report under Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12); hereinafter the same applies in this Chapter) that contains a false statement about a material particular or that lacks a statement of a material particular that is required to be stated, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived at when the closing price of the share certificates, etc. or listed share certificates, etc. subject to the tender offer (meaning a tender offer as prescribed in Article 27-2, paragraph (1) or Article 27-22-2, paragraph (1); hereinafter the same applies in this Article and Article 185-7, paragraphs (8) and (9)) to which that public notice of the commencement of a tender offer, etc. or tender offer statement, etc. pertains (meaning the closing price as set forth in Article 67-19 or Article 130 as of the day immediately preceding the day of the public notice of the commencement of the tender offer (or, if there is no such price, the amount specified by Cabinet Office Order as being equivalent to this)), is multiplied by the number of share certificates, etc. or listed share certificates, etc. that the person purchases, etc. through that tender offer;

25 percent.

The provisions of the preceding paragraph apply mutatis mutandis if a person fails to submit an amended tender offer statement, etc. (meaning a tender offer statement prescribed in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), an amended statement under Article 27-8, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), a tender offeror's answer prescribed in Article 27-10, paragraph (11), or an amended report under Article 27-8, paragraph (2) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12); hereinafter the same applies in this Chapter).

If a person violates the provisions of Article 27-23, paragraph (1), Article 27-25, paragraph (1), or Article 27-26, paragraph (1), (2), (4), or (5) in failing to submit a statement of large-volume holdings or a statement of changes (hereinafter referred to as a "statement of large-volume holdings or changes" in this Chapter), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived at when the closing price provided for in Article 67-19 or Article 130 on the day after that on which the person is required to submit a statement of large-volume holdings or changes for share certificates issued by the issuer (meaning the issuer prescribed in Article 27-23, paragraph (1); hereinafter the same applies in this Article and the following Article) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-23, paragraph (1); the same applies in the following Article) that are the subject of the statement of large-volume holdings or changes that the person is required to submit or the closing price of securities specified by Cabinet Office Order as being equivalent to those share certificates on that day, is multiplied by the issuer's total number of issued shares on that day or by the number specified by Cabinet Office Order as being equivalent to this (or, if there is no such price, the amount calculated pursuant to the provisions of Cabinet Office Order as being equivalent to this);

one hundred thousandths.

If a person submits a statement of large-volume holdings or changes, etc. (meaning a statement of large-volume holdings or changes or an amended statement prescribed in Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 27-25, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-26, paragraph (6)) or Article 27-29, paragraph (1); hereinafter the same applies in this Chapter) that contains a false statement about a material particular or that lacks a statement of a material particular that is required to be stated, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived when the closing price provided for in Article 67-19 or Article 130, of share certificates issued by the issuer of share certificates, etc. which are the subject of that statement of large-volume holdings or changes, or that of securities specified by Cabinet Office Order as being equivalent to those share certificates, on the day after the day on which that statement of large-volume holdings or changes has been submitted, is multiplied by the issuer's total number of issued shares on that day or by the number specified by Cabinet Office Order as being equivalent to this (or, if there is no such price, the amount calculated pursuant to the provisions of Cabinet Office Order as being equivalent to this);

one hundred thousandth.