Financial Instruments and Exchange Act

When a person has, in violation of the provisions of Article 167-2, paragraph (1), performed the act of providing information set forth in that paragraph or recommending the purchase and sale, etc. set forth in that paragraph (hereinafter the act is referred to as a "violation" and the person is referred to as the "violator" in this paragraph), the Prime Minister must, in accordance with the procedures prescribed in the following Section, order the violator to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount prescribed in the following items in accordance with the category of the cases set forth in each of those items only when the person that has received information or the person that has been recommended to make the purchase and sale, etc. by the violation (hereinafter referred to as the "information recipient, etc." in this paragraph and paragraph (3)) makes the purchase and sale, etc. of regulated securities, etc. related to the violation before the disclosure set forth in Article 166, paragraph (1) is made with regard to the material facts related to business or other particulars prescribed in that paragraph related to the violation (excluding cases that fall under the cases set forth in the items of paragraph (6) of that Article):

when the violation has been committed in relation to business related to the acts set forth in Article 2, paragraph (8), item (ii) or (iii), the acts set forth in item (iv) of that paragraph (excluding over-the-counter derivatives transactions), the acts listed in item (x) of that paragraph (excluding purchase and sale of securities), or acts specified by Cabinet Order as being equivalent to them (including acts specified by Cabinet Office Order as business incidental to them; hereinafter referred to as "intermediation-related business" in this paragraph and the following paragraph) concerning regulated securities, etc. (excluding the case specified in the following item):the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for intermediation-related business in the month that includes the day of the violation (if the violation has been committed over two or more months, the last month of those months) to be paid by the information recipient, etc. to the violator;

when the violation has been committed in relation to business related to the acts set forth in Article 2, paragraph (8), item (ix) concerning regulated securities, etc. (hereinafter referred to as "business of public offering, etc." in this item, item (ii) of the following paragraph, and Article 185-7, paragraphs (12) and (13)): the sum of the amounts listed in (a) and (b):

the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for intermediation-related business in the month that includes the day of the violation (if the violation has been committed over two or more months, the last month of those months) to be paid by the information recipient, etc. to the violator; and

the amount obtained by multiplying by one-half, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for the business of public offering, etc. and the business related to the acts set forth in Article 2, paragraph (8), item (vi) performed together with the business of public offering, etc.; and

cases other than those set forth in the preceding two items:the amount obtained by multiplying by one-half, the amount equivalent to the profit obtained from the purchase and sale, etc. made by the information recipient, etc. through the violation.

When a person has, in violation of the provisions of Article 167-2, paragraph (2), performed the act of providing information set forth in that paragraph or recommending the purchase, etc. or the sales, etc. set forth in that paragraph (hereinafter the act is referred to as a "violation" and the person is referred to as the "violator" in this paragraph), the Prime Minister must, in accordance with the procedures prescribed in the following Section, order the violator to pay to the national treasury an administrative monetary penalty equivalent to the amount as prescribed in the following items in accordance with the category of the cases listed in each of those items only when the person that has received information or the person that has been recommended to make the purchase, etc. or the sales, etc. by the violation (hereinafter referred to as the "information recipient, etc." in this paragraph and paragraph (4)) makes the purchase, etc. or the sales, etc. of share certificates, etc. related to the violation before the publication set forth in Article 167, paragraph (1) is made with regard to the fact concerning tender offer, etc. related to the violation (excluding cases that fall under the cases set forth in the items of paragraph (5) of the Article):

when the violation has been committed in relation to intermediation-related business related to share certificates, etc. (excluding the case set forth in the following item):the amount obtained by multiplying, by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for intermediation-related business in the month that includes the day of the violation (if the violation has been committed over two or more months, the last month of those months) to be paid by the information recipient, etc. to the violator;

when the violation has been committed in relation to business of public offering, etc. related to the share certificates, etc.: the sum of the amounts listed in (a) and (b):

the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for intermediation-related business in the month that includes the day of the violation (if the violation has been committed over two or more months, the last month of those months) to be paid by the information recipient, etc. to the violator; and

the amount obtained by multiplying by one-half, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for the business of public offering, etc. and the business related to the acts set forth in Article 2, paragraph (8), item (vi) conducted together with the business of public offering, etc.; and

cases other than those set forth in the preceding two items:the amount obtained by multiplying by one-half, the amount equivalent to the profit obtained from the purchase, etc. or the sales, etc. made by the information recipient, etc. through the violation.

The term "amount equivalent to the profit" as used in paragraph (1), item (iii) means the amount prescribed in the following items in accordance with the category of the cases set forth in each of those items (if the information recipient, etc. falls under both of the following items, the sum of the amounts prescribed in those items):

when the information recipient, etc. has made sales, etc. of regulated securities, etc.: the amount obtained by deducting the amount set forth in (b) below from the amount set forth in (a) below:

the amount obtained by multiplying the price for the sales, etc. of the regulated securities, etc. by the volume of the sales, etc. of the regulated securities, etc.; and

the amount obtained by multiplying the lowest price during the two weeks after the disclosure set forth in paragraph (1) is made with regard to the sales, etc. of regulated securities, etc. by the volume of the sales, etc. of regulated securities, etc.;

when the information recipient, etc. has made a purchase, etc. of regulated securities, etc.: the amount obtained by deducting the amount set forth in (b) below from the amount set forth in (a) below:

the amount obtained by multiplying the highest price during the two weeks after the disclosure set forth in paragraph (1) with regard to the purchase, etc. of regulated securities, etc. is made by the volume of the purchase, etc. of regulated securities, etc.; and

the amount obtained by multiplying the price for the purchase, etc. of regulated securities, etc. by the volume of the purchase, etc. of the regulated securities;

The term "amount equivalent to the profit" as used in paragraph (2), item (iii) means the amount prescribed in the following items in accordance with the category of the cases set forth in each of those items (if the information recipient, etc. falls under both of the following items, the sum of the amounts prescribed in those items):

when the information recipient, etc. has made sales, etc. of share certificates, etc.: the amount obtained by deducting the amount set forth in (b) below from the amount set forth in (a) below:

the amount obtained by multiplying the price for the sales, etc. of the share certificates, etc. by the volume of the sales, etc. of the share certificates; and

the amount obtained by multiplying the lowest price during the two weeks after the disclosure set forth in paragraph (2) with regard to the sales, etc. of the share certificates, etc. is made by the volume of the sales, etc. of the share certificates, etc.;

when the information recipient, etc. has made a purchase, etc. of share certificates, etc.: the amount obtained by deducting the amount set forth in (b) below from the amount set forth in (a) below:

the amount obtained by multiplying the highest price during the two weeks after the disclosure set forth in paragraph (2) with regard to the purchase, etc. of the share certificates, etc. is made by the volume of the purchase, etc. of the share certificates, etc.; and

the amount obtained by multiplying the price for the purchase, etc. of the share certificates, etc. by the volume of the purchase, etc. of the share certificates, etc.

The term "sales, etc. of regulated securities, etc." as used in paragraph (3), item (i) means sales of regulated securities, etc., a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the person becomes the party to pay money when the actual figure exceeds the agreed figure), a transaction set forth in item (iii) of that paragraph (limited to the transaction in which the person becomes a party to grant options) and any other transaction specified by Cabinet Order.

The term "lowest price during the two weeks after the disclosure set forth in paragraph (1)" as used in paragraph (3), item (i), (b) means the lowest price among the lowest prices prescribed in Article 67-19 or Article 130 for each day in the period between the day the disclosure set forth in paragraph (1) is made and the day two weeks have elapsed from the disclosure (when there is no such price, what is specified by Cabinet Office Order as being equivalent, and for the day of the disclosure, the amount specified by Cabinet Office Order).

The term "purchase, etc. of regulated securities, etc." as used in paragraph (3), item (ii) means the purchase of regulated securities, etc., a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the person becomes the party to receive money when the actual figure exceeds the agreed figure), a transaction set forth in item (iii) of that paragraph (limited to the transaction in which the person becomes a party to acquire options) and any other transaction specified by Cabinet Order.

The term "highest price during the two weeks after the disclosure set forth in paragraph (1)" as used in paragraph (3), item (ii), (a) means the highest price among the highest prices prescribed in Article 67-19 or Article 130 for each day in the period between the day the disclosure set forth in paragraph (1) is made and the day two weeks have elapsed from the disclosure (when there is no such price, what is specified by Cabinet Office Order as being equivalent, and for the day of the disclosure, the amount specified by Cabinet Office Order).

The term "sale, etc. of share certificates, etc." as used in paragraph (4), item (i) means the sale of share certificates, etc., a transaction as set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the person becomes the party to pay money when the actual figure exceeds the agreed figure), a transaction set forth in item (iii) of that paragraph (limited to a transaction in which the person becomes the party to grant options) and any other transaction specified by Cabinet Order.

The term "lowest price during the two weeks after the disclosure set forth in paragraph (2)" as used in paragraph (4), item (i), (b) means the lowest price among the lowest prices prescribed in Article 67-19 or Article 130 for each day in the period between the day the disclosure set forth in paragraph (2) is made and the day two weeks have elapsed from the disclosure (when there is no such price, what is specified by Cabinet Office Order as being equivalent, and for the day of the disclosure, the amount specified by Cabinet Office Order).

The term "purchase, etc. of share certificates, etc." as used in paragraph (4), item (ii) means the purchase of share certificates, etc., a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the person becomes the party to receive money when the actual figure exceeds the agreed figure), a transaction set forth in item (iii) of that paragraph (limited to a transaction in which the person becomes the party to acquire options) and any other transaction specified by Cabinet Order.

The term "highest price during the two weeks after the disclosure set forth in paragraph (2)" as used in paragraph (4), item (ii), (a) means the highest price among the highest prices prescribed in Article 67-19 or Article 130 for each day between the period the disclosure set forth in paragraph (2) is made and the day two weeks have elapsed from the disclosure (when there is no such price, what is specified by Cabinet Office Order as being equivalent, and for the day of the disclosure, the amount specified by Cabinet Office Order).

The provisions of paragraph (1) apply mutatis mutandis to the case in which an officer, etc. specified in Article 166, paragraph (1), item (i) of a listed company, etc. has conducted a specified act of providing information, etc. (meaning an act of providing information set forth in Article 167-2, paragraph (1) or recommending the purchase and sale, etc. set forth in that paragraph for the purpose prescribed in that paragraph) as the business of the listed company, etc. In this case, the term "the violator" in paragraph (1) is deemed to be replaced with "the listed company, etc."

The provisions of paragraph (2) apply mutatis mutandis to the case in which an officer, etc. specified in Article 166, paragraph (1), item (i) of a tender offeror, etc. (meaning the tender offeror, etc. prescribed in Article 167, paragraph (1), and including the parent company prescribed in item (i) of that paragraph) has conducted a specified act of providing information, etc. (meaning an act of providing information set forth in Article 167-2, paragraph (2) or recommending the purchase, etc. or the sales, etc. set forth in that paragraph for the purpose prescribed in that paragraph) as the business of the tender offeror, etc. In this case, the term "the violator" in paragraph (2) is deemed to be replaced with "the tender offeror, etc."

Beyond what is prescribed in paragraphs (3) through (12), when the sales, etc. of regulated securities, etc. or the purchase, etc. of regulated securities, etc. prescribed in paragraph (3) or the sales, etc. of share certificates, etc. or the purchase, etc. of share certificates, etc. prescribed in paragraph (4) falls under the transaction set forth in Article 2, paragraph (21), item (ii), the price and volume and any other necessary particulars relevant to the calculation of an administrative monetary penalty set forth in paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (13)) or paragraph (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) is specified by Cabinet Order.