Financial Instruments and Exchange Act

The issuer of securities whose public offering or secondary distribution (including General Solicitation Involving Securities Acquired by a qualified institutional investor (excluding anything falling under the category of a secondary distribution of securities) and also including general solicitation involving securities acquired by a professional investor (excluding anything falling under the category of a secondary distribution of securities); hereinafter the same applies in this Article and Article 15, paragraphs (2) through (4) and paragraph (6)) is subject to 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), must prepare a prospectus for such public offering or secondary distribution. The same applies to an issuer of securities whose secondary distribution (excluding one with a total distribution value of less than 100 million yen or one that falls under the categories specified by Cabinet Office Order) falls under a case in which disclosure has been made (meaning a case in which disclosure has been made as referred to in Article 4, paragraph (7); hereinafter the same applies in this Chapter) (such securities are hereinafter referred to as "securities for which disclosure has already been made" in this Chapter); provided, however, that this does not apply to cases where the public offering of those securities is conducted by public offering of share option certificates (limited to those conducted by allotment of share options without contribution specified in Article 277 of the Companies Act to which the main clause of Article 4, paragraph (1), the main clause of paragraph (2) of that Article or the main clause of paragraph (3) of that Article is applicable) which satisfies all of the following requirements:

the share option certificates are listed on a financial instruments exchange, or are scheduled to be listed after they are issued, without delay; and

the fact that a notification under the main clause of Article 4, paragraph (1), the main clause of paragraph (2) of that Article or the main clause of paragraph (3) of that Article had been made in relation to the share option certificates and any other matters specified by Cabinet Office Order are published in a daily newspaper that publishes matters on current affairs after the notification was made without delay.

For the category of cases set forth in the following items, the details of the particulars that are specified in that item must be stated in the prospectus referred to in the preceding paragraph; provided, however, that if a statement under the main clause of Article 5, paragraph (1) has been submitted pursuant to the proviso to Article 5, paragraph (1), without the issue price or any other particular specified by Cabinet Office Order being stated among those in item (i) of that paragraph (hereinafter referred to as the "issue price, etc." in this paragraph and Article 15, paragraph (5)), the prospectus in the case set forth in item (i), below, is not required to state the issue price, etc.:

if the prospectus must be delivered pursuant to the main clause of Article 15, paragraph (2): for a category of securities specified in the following (a) or (b), the particulars set forth in (a) or (b):

securities whose public offering or secondary distribution is subject to 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): the following particulars:

among the particulars set forth in the items of Article 5, paragraph (1) (if a foreign company statement and its supplementary documents have been submitted for the relevant public offering or secondary distribution pursuant to paragraphs (6) and (7) of that Article, the particulars to be stated in those documents pursuant to those provisions; hereinafter the same applies in this paragraph), those specified by Cabinet Office Order as having an extremely significant influence on investors' investment decisions;

particulars other than those set forth in the items of Article 5, paragraph (1) that are specified by Cabinet Office Order.

securities for which disclosure has already been made: the following particulars:

the particulars set forth in (a)(1);

particulars other than those set forth in the items of Article 5, paragraph (1) that are specified by Cabinet Office Order.

if the prospectus must be delivered pursuant to Article 15, paragraph (3): for a category of securities specified in the following (a) or (b), the particulars specified in (a) or (b):

securities whose public offering or secondary distribution is subject to 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): the following particulars:

among the particulars set forth in the items of Article 5, paragraph (1), those specified by Cabinet Office Order as having a significant influence on investors' investment decisions;

particulars specified by Cabinet Office Order, other than those set forth in the items of Article 5, paragraph (1).

securities for which disclosure has already been made: the following particulars:

the particulars set forth in (a)(1);

particulars specified by Cabinet Office Order, other than those set forth in the items of Article 5, paragraph (1).

if the prospectus must be delivered pursuant to the main clause of Article 15, paragraph (4):the particulars stated in the amended statement under Article 7, paragraph (1).

If, in a prospectus under item (i) or (ii) of the preceding paragraph that a person submitting a notification to which the provisions of Article 5, paragraph (4) apply (including as applied mutatis mutandis pursuant to paragraph (5) of that Article; the same applies hereinafter) is required to prepare or that a person satisfying all of the requirements specified in the items of Article 5, paragraph (4) is required to prepare in connection with securities for which disclosure Has already been made, the relevant person has stated that reference should be made to the reference documents, that person is deemed to have stated the particulars set forth in Article 5, paragraph (1), item (ii).

It is prohibited for any person to use a prospectus referred to in paragraph (1) that contains a false statement or omits a statement as to a detail that is required to be stated, for a public offering or secondary distribution of securities that is subject to 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), or for a public offering or secondary distribution of securities for which disclosure has already been made.

It is prohibited for any person to make a false or misleading representation in documents, drawings, sounds, or other materials (this includes anything that shows the contents of information that has been recorded in electronic or magnetic records (meaning records used in computer data processing which are created in electronic form, magnetic form, or any form that is otherwise impossible to perceive through the human senses alone; the same applies hereinafter), if such materials have been prepared as electronic or magnetic records; the same applies in Article 17) other than the prospectus referred to in paragraph (1), which are used for the purpose of a public offering or secondary distribution of securities that is subject to 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) or for a public offering or secondary distribution securities for which disclosure has already been made.

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It is prohibited for an issuer, person that conducts a secondary distribution of securities, underwriter (including a person that, with regard to a general solicitation involving securities acquired by a qualified institutional investor (except in a case in which disclosure has been made with regard to the securities for which the general solicitation is issued) or with regard to a general solicitation involving securities acquired by a professional investor (except in a case in which disclosure has been made with regard to the securities for which the general solicitation is issued), conducts any of the acts specified in the items of Article 2, paragraph (6); hereinafter the same applies in this Chapter), financial instruments business operator, registered financial institution or financial instruments intermediary service provider, or a financial service intermediary (meaning the financial service intermediary prescribed in Article 11, paragraph (6) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto (Act No. 101 of 2000), and limited to those that engage in securities, etc. intermediary business (meaning the securities, etc. intermediary business provided for in paragraph (4) of that Article; the same applies hereinafter); the same applies hereinafter) to cause securities to be acquired whose public offering or secondary distribution is subject to 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), nor may it sell such securities through a public offering or secondary distribution, unless the notification under 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) has become effective.

When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, financial instruments intermediary service provider or financial service intermediary causes securities referred to in the preceding paragraph, or securities for which disclosure has already been made, to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, it must deliver a prospectus that states the particulars specified in Article 13, paragraph (2), item (i) to the other person in advance or at the same time; provided, however, that this does not apply in the following cases:

the securities are acquired by or sold to a qualified institutional investor (unless the qualified institutional investor requests to be delivered the prospectus by the time it acquires or is sold the securities through the public offering or secondary distribution); or

the securities are acquired by or sold to a person set forth in the following, and such person has consented not to be delivered the prospectus (unless the consenting person requests to be delivered the prospectus by the time it acquires or is sold the securities through the public offering or secondary distribution):

a person that already holds the same issue of securities as the relevant securities; or

a person living with the consenting person has already received the prospectus or is reliably expected to receive the prospectus;

cases referred to in the proviso to Article 13, paragraph (1).

When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution or financial instruments intermediary service provider, or financial service intermediary causes securities referred to in paragraph (1) (limited to those specified by Cabinet Order; hereinafter the same applies in this paragraph), or securities for which disclosure has already been made, to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, if the counterparty requests to be delivered a prospectus that states the particulars specified in Article 13, paragraph (2), item (ii) by the time the counterparty acquires or is sold the securities through the public offering or secondary distribution, the issuer, person that conducts the secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution, or financial instruments intermediary service provider must deliver that prospectus immediately.

When an issuer, person that conducts a secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution or financial instruments intermediary service provider, or financial service intermediary causes securities referred to in paragraph (1) or securities for which disclosure has already been made to be acquired through a public offering or secondary distribution, or when it sells such securities through a public offering or secondary distribution, if an amended statement under Article 7, paragraph (1) has been submitted in connection with the statement referred to in the main clause of Article 5, paragraph (1) for the relevant securities, the issuer, person that conducts the secondary distribution of securities, underwriter, financial instruments business operator registered financial institution, or financial instruments intermediary service provider must deliver a prospectus that states the particulars specified in Article 13, paragraph (2), item (iii) in advance, or at the same time; provided, however, that this does not apply in the cases specified in the items of paragraph (2).

The main clause of the preceding paragraph does not apply if an indication that the issue price, etc. will be announced separately and the means of its announcement (limited to means specified by Cabinet Office Order) are stated in a prospectus referred to under paragraph (2) which has been delivered without the issue price, etc. being stated pursuant to the proviso to Article 13, paragraph (2), and if the issue price, etc. has actually been announced by those means.

The provisions of paragraph (2) to the preceding paragraph apply mutatis mutandis if the remainder of the securities referred to in paragraph (1) that are not acquired by any person through a public offering or secondary distribution (excluding securities that fall under any of the categories specified in Article 24, paragraph (1), items (i) and (ii)) is caused to be acquired or is sold other than through a public offering or secondary distribution within three months (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 was issued until the day on which the order was canceled) from the day on which the notification under Article 4, paragraphs (1) through (3) for the public offering or secondary distribution came into effect.

A person violates the preceding Article in causing securities to be acquired is liable to compensate the person that acquires the securities for damage arising from the violation.

A person that, in a public offering or secondary distribution of securities that is subject to 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) or of securities for which disclosure has already been made, causes securities to be acquired while using a prospectus referred to in Article 13, paragraph (1) that contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of material fact that is necessary to prevent it from being misleading, or while using materials that contain a false or misleading representation about a material particular, or that lack a representation of material fact that is necessary to prevent them from being misleading, is liable to compensate for damage sustained by a person that acquires the securities without knowing that the statement is false or has been omitted, that the representation is false or misleading, or that a representation has been omitted; provided, however, that this does not apply if the person that would be liable to compensate proves it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted, or that the representation was false or misleading.