Financial Instruments and Exchange Act

No person may deem, based on a notification under Article 4, paragraphs (1) to (3) for a public offering or secondary distribution of securities having been made and having come into effect, nor based on an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) having been canceled, that the Prime Minister certifies a statement contained in the securities registration statement submitted for the notification to be true and accurate, that the Prime Minister certifies that the securities registration statement does not omit a statement as to a material particular, or that the Prime Minister guarantees or recognizes the value of the securities.

No person may make a representation that is in violation of the provisions of the preceding paragraph.

With regard to the application of Article 7, Articles 9 through 11, Articles 17 through 21, Article 22, and the preceding Article if a statement to which Article 5, paragraph (4) is applicable or an amended statement in connection with such a statement is submitted, or if a prospectus to which Article 13, paragraph (3) is applicable is prepared, in Article 7, paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (13)" is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (13) (including the reference documents for the statement, if it is one to which Article 5, paragraph (4) is applicable (including as applied mutatis mutandis pursuant to Article 5, paragraph (5); the same applies in Articles 9 through 11); the same applies in this paragraph)"; in Article 9, paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (13) or Article 7, paragraph (1)" is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (13) or Article 7, paragraph (1) (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), which has been submitted in connection with such a statement)"; in Article 10, paragraph (1), the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), paragraph (1) of the preceding Article or this paragraph which has been submitted in connection with such a statement)"; in Article 10, paragraph (4), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 11, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or paragraph (1) of the preceding Article which has been submitted in connection with such a statement) contains"; in Article 11, paragraph (2), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 17, the term "prospectus" is deemed to be replaced with "prospectus (including the reference documents for the prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 18, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 18, paragraph (2), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 19, paragraph (2) and Article 20, item (i), the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)" and the term "prospectus" is deemed to be replaced with "prospectus (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 21, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 21, paragraph (3), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; and in paragraph (1) of the preceding Article, the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)".

If an issuer of securities that is planning a public offering or secondary distribution satisfies the requirements specified in Article 5, paragraph (4) and the total issue value or the total distribution value of the securities for which the issuer is planning the public offering or secondary distribution (hereinafter referred to as the "planned amount of issuance") is 100 million yen or more (if the securities for which the issuer is planning the public offering or secondary distribution are share option certificates, this includes when the amount calculated by adding the total amount to be paid in upon the exercise of share options under those share option certificates to the planned amount of issuance is 100 million yen or more), the issuer of securities may register that public offering or secondary distribution of securities by submitting a document that, pursuant to the provisions of Cabinet Office Order, states the particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, including the period for which the issuer is planning the public offering or secondary distribution of the securities (hereinafter referred to as the "planned issuance period"), the class of the securities, the planned amount of issuance or the maximum outstanding balance, and the names of the principal financial instruments business operators or registered financial institutions that plan to underwrite the securities (such document is hereinafter referred to as a "shelf registration statement") to the Prime Minister; provided, however, that this does not apply if the issuer is planning a secondary distribution of securities that have been the subject of a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that fell under the category of an exclusive solicitation to qualified institutional investors set forth in Article 23-13, paragraph (1) (limited to an exclusive solicitation to qualified institutional investors to which the main clause of Article 23-13, paragraph (1) is applicable) (excluding a case in which disclosure has been made with regard to the securities), a secondary distribution of securities for professional investors (excluding a case in which disclosure has been made with regard to the securities), or a secondary distribution of securities that have been the subject of a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that fell under the category of a solicitation to a small number of investors set forth in Article 23-13, paragraph (4) (limited to a solicitation to a small number of investors to which the main clause of Article 23-13, paragraph (4) is applicable) (excluding a case in which disclosure has been made with regard to the securities).

The preceding paragraph applies only if, beyond the particulars specified by Cabinet Office Order which are referred to in that paragraph, the shelf registration statement referred to in that paragraph states, pursuant to the provisions of Cabinet Office Order, that reference should be made to the latest reference documents for the relevant issuer with regard to the particulars set forth in Article 5, paragraph (1), item (ii), and only if such shelf registration statement is accompanied by the documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors.

The provisions of Article 4, paragraphs (1) through (3) do not apply to a public offering or secondary distribution of the securities for which a registration under paragraph (1) (hereinafter referred to as a "shelf registration") has been made.

A company that is the issuer of securities for which a shelf registration has been made may continue to submit annual securities reports and accompanying documents under Article 24, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5); hereinafter the same applies in this paragraph), even after the obligation to submit an annual securities report under Article 24, paragraph (1) extinguishes, if their submission is necessary to satisfy the requirements set forth in Article 5, paragraph (4).

If, on or after the day on which a shelf registration was made and before the day on which the shelf registration ceases to be effective, new documents are submitted that are of the same type as the reference documents to which the shelf registration statement states, pursuant to paragraph (2) of the preceding Article, that reference should be made (excluding cases in which the shelf registration statement states the due date for the submission of those same type of documents and those same type of documents are submitted by the due date) or any other circumstance arises that is specified by Cabinet Office Order as necessitating that the content of the shelf registration statement and accompanying documents (hereinafter referred to as "shelf registration documents" in this Article) be amended in the public interest or for the protection of investors, the person that made the shelf registration (hereinafter referred to as the "shelf registrant") must submit an amended shelf registration statement to the Prime Minister pursuant to the provisions of Cabinet Office Order. The same also applies in the absence of such a circumstance, if the shelf registrant finds there to be something in the shelf registration documents that necessitates an amendment. In this, the shelf registrant may not make an amendment in order to increase the planned amount of issuance or the maximum outstanding balance, change the planned issuance period, or change any other particular specified by Cabinet Office Order.

The provisions of Article 8 apply mutatis mutandis to effectuation of a shelf registration. In this case, in Article 8, paragraph (1), the phrase "the statement under Article 5, paragraph (1) (or, if the particulars referred to in the proviso to Article 5, paragraph (1) are not stated in the statement, the amended statement under paragraph (1) of the preceding Article which is connected with those particulars; the same applies in the following paragraph)" is deemed to be replaced with "shelf registration statement provided for in Article 23-3, paragraph (1) (hereinafter referred to as a 'shelf registration statement' in this Article to Article 23)"; in Article 8, paragraph (2), the phrase "an amended statement under paragraph (1) of the preceding Article" is deemed to be replaced with "an amended shelf registration statement under Article 23-4" and the phrase "the statement set forth in Article 5, paragraph (1)" is deemed to be replaced with "the shelf registration statement"; and in Article 8, paragraph (3), the phrase "statement or other documents under Article 5, paragraph (1) or (13) or paragraph (1) of the preceding Article" is deemed to be replaced with "shelf registration statement and accompanying documents or an amended shelf registration statement under Article 23-4 submitted before the day on which the shelf registration prescribed in Article 23-3, paragraph (3) (hereinafter referred to as a 'shelf registration' in this Article to Article 23) comes into effect" and the phrase "the person that submitted the statement and other documents" is deemed to be replaced with "the person that submitted those documents".

If, pursuant to the preceding Article, an amended shelf registration statement is submitted on or after the day on which a shelf registration comes into effect and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order the suspension of the validity of the shelf registration during a fixed period of no longer than 15 days designated thereby.

The planned issuance period for securities under shelf registration is the period that is specified by Cabinet Office Order of up to two years from the day on which the shelf registration comes into effect.

A shelf registration ceases to be effective on the day on which the planned issuance period under the preceding paragraph has elapsed.

If a public offering or secondary distribution has ended for securities comprising the entire planned amount of issuance before the day on which the planned issuance period set forth in paragraph (1) of the preceding Article elapses, the shelf registrant must withdraw the shelf registration by submitting a written withdrawal of shelf registration in which it indicates this to the Prime Minister, pursuant to the provisions of Cabinet Office Order.

Notwithstanding the provisions of paragraph (2) of the preceding Article, in a case referred to in the preceding paragraph, the shelf registration ceases to be effective on the day on which the Prime Minister accepts the written withdrawal of shelf registration.