Financial Instruments and Exchange Act

Unless it falls under any of the categories of persons specified in the following items, a company submitting or seeking to submit an annual securities report under Article 24, paragraph (1) that states the particulars specified in paragraph (2) of that Article, may state the particulars set forth in the middle column of item (iii) of the table in the preceding paragraph that are specified by Cabinet Office Order as being relevant to that company, instead of stating the particulars set forth in that column, in the semiannual securities report:

a person that has already submitted an annual securities report stating the particulars specified in the main clause of Article 24, paragraph (1) or a semiannual securities report stating the particulars set forth in the middle column of each item of the table in the preceding paragraph; and

a person that has submitted or is required to submit a statement under Article 5, paragraph (1) stating the particulars set forth in Article 5, paragraph (1), item (ii) for a public offering or secondary distribution of securities to which 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) applies (excluding a person set forth in the preceding item).

The provisions of paragraph (1) (excluding the proviso and items (i) and (ii) of the table in that paragraph; hereinafter the same applies in this paragraph) and the preceding paragraph apply mutatis mutandis to a company that is required to submit the annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article (including a company that submits that annual securities report pursuant to Article 23-3, paragraph (4); the same applies in the following paragraph and paragraph (20)). In this case, in paragraph (1), the phrase "; the same applies in paragraph (4)) must, for each business year, when six months have elapsed from the day on which the business year" is deemed to be replaced with "), among them, an issuer of regulated securities (meaning regulated securities provided for in Article 5, paragraph (1); hereinafter the same applies in this paragraph and the following paragraph), must, for each specified period (meaning the specified period provided for in Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article; hereinafter the same applies in this paragraph), when six months have elapsed from the day on which the specified period designated for the regulated securities", the phrase "in accordance with the categories set forth in the upper column of each item of the following table, in the middle column of the table" is deemed to be replaced with "in the middle column of item (iii) of the following table", the phrase "the right-hand column of the table" is deemed to be replaced with "the right-hand column of that item", in the middle column of item (iii) of the table in that paragraph, the phrase "the common particulars of a semiannual securities report for the six months from the day on which the business year began, similar particulars with regard to the company, and particulars supplementing them" is deemed to be replaced with "the state of accounting, for the six months from the day on which the specified period began, of assets in connection with asset management and other similar business conducted by the company, other material particulars regarding the content of the assets, and other particulars necessary and appropriate in the public interest or for the protection of investors", in item (i) of the preceding paragraph, the phrase "the middle column of each item of the table in the preceding paragraph" is deemed to be replaced with "the middle column of item (iii) of the table in the preceding paragraph", and in item (ii) of that paragraph, the term "of securities" is deemed to be replaced with "of regulated securities".

If a public offering or secondary distribution of securities issued by a company that is required to submit the annual securities report under Article 24, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5)) is conducted in a foreign country or in other cases that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, that company, pursuant to the provisions of Cabinet Office Order, must submit a report stating the details of it (hereinafter referred to as an "extraordinary report") to the Prime Minister without delay.

The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to semiannual securities reports and extraordinary reports, and the provisions of Article 22 apply mutatis mutandis if a semiannual securities report, extraordinary report, or any amended report in connection with either of these 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 a material fact that is necessary to prevent it from being misleading. In this case, in Article 7,paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a semiannual securities report (meaning a semiannual securities report as set forth in Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) or an extraordinary report (meaning an extraordinary report as set forth in Article 24-5, paragraph (4); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the semiannual securities report or extraordinary report" and the phrase "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report"; in Article 10, paragraph (1), the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the semiannual securities report or extraordinary report, or any amended report in connection with these"; and in Article 22, paragraph (2), the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-5, paragraph (5)".

The provisions of Article 6 apply mutatis mutandis if a semiannual securities report or extraordinary report is submitted pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3); the same applies in the following paragraph to paragraph (12)) or paragraph (4) and an amended report is submitted in connection with it pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1), as applied mutatis mutandis pursuant to the preceding paragraph.

In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of a semiannual securities report under paragraph (1), a reporting foreign company that is required to submit a semiannual securities report pursuant to the relevant paragraph may submit a document that is similar to a semiannual securities report, but that has been prepared in English and disclosed in a foreign country (such documents are hereinafter referred to as a "foreign company semiannual securities report" in this Article).

A Japanese translation of the summary of the particulars stated in a Foreign company semiannual securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, as well as documents stating the particulars not stated in a foreign company semiannual securities report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, and other documents that are specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in this Article) must accompany a foreign company semiannual securities report, pursuant to the provisions of Cabinet Office Order.

If a reporting foreign company submits a foreign company semiannual securities report and supplementary documents pursuant to the preceding two paragraphs, the foreign company semiannual securities report and supplementary documents are deemed to be a semiannual securities report, the submission of the former is deemed to be the submission of the latter, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.

If the Prime Minister finds that a reporting foreign company that has submitted a foreign company semiannual securities report does not satisfy the requirements for being allowed to submit a foreign company semiannual securities report under the provisions of paragraph (7), the Prime Minister must notify the reporting foreign company of this. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

Notwithstanding the provisions of paragraph (1), if a reporting foreign company receives a notice under the preceding paragraph, it must submit a semiannual securities report under paragraph (1) within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, with the day on which the notice is made as the first day for the calculation of that period.

The provisions of paragraphs (7) through (9) apply mutatis mutandis if an amended report is submitted to amend a foreign company semiannual securities report and supplementary documents for it that has have submitted by a reporting foreign company pursuant to Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) following the deemed replacement of terms.

If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit the semiannual securities report under paragraph (1) (limited to as applied mutatis mutandis pursuant to paragraph (3); hereinafter the same applies in this paragraph and following paragraph) submits the documents stating a part of the particulars specified by Cabinet Office Order prescribed in the middle column of item (iii) of the table in paragraph (1) (limited to documents prepared based on laws and regulations or the rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of a semiannual securities report" in this paragraph and the following paragraph) together with a semiannual securities report to the Prime Minister, with regard to the application of paragraphs (1) and (2) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in that column, the phrase "particulars specified by Cabinet Office Order" is deemed to be replaced with "particulars specified by Cabinet Office Order (excluding particulars stated in documents substituted for part of a semiannual securities report as defined in paragraph (13))" and in paragraph (2), the phrase "particulars set forth in the middle column of item (iii) of the table in the preceding paragraph" is deemed to be replaced with "particulars set forth in the middle column of item (iii) of the table in the preceding paragraph (excluding particulars stated in the documents substituted for part of a semiannual securities report as defined in paragraph (13))".

If documents substituted for part of a semiannual securities report are submitted together with the semiannual securities report referred to in paragraph (1) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the semiannual securities report are deemed to form a part of the semiannual securities report, the submission of the documents substituted for part of the semiannual securities report is deemed to be the submission of the documents substituted for part of the semiannual securities report as a part of the semiannual securities report, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.

In cases where a reporting foreign company is required to submit an extraordinary report under paragraph (4) and falls under cases specified by Cabinet Office Order as those which would not hinder the public interest or the protection of investors, in lieu of the extraordinary report under the provisions of the relevant paragraph, a document stating in English the matters to be stated under the provisions of that paragraph (hereinafter referred to as "foreign company extraordinary report" in this Article) may be submitted, pursuant to the provisions of Cabinet Office Order.

The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a reporting foreign company submits a foreign company extraordinary report under the provisions of the preceding paragraph, by deeming that foreign company extraordinary report to be the extraordinary report, and deeming submission of the former to be submission of the latter.

If the Prime Minister finds that a reporting foreign company which submitted a foreign company extraordinary report does not fall under a company that may submit a foreign company extraordinary report pursuant to the provisions of paragraph (15), the Prime Minister must notify the reporting foreign company of that fact. In this case, a hearing must be held irrespective of the category of procedures for hearing statements of opinion under the provisions of Article 13, paragraph (1) of the Administrative Procedure Act.

Notwithstanding the provisions of paragraph (4), a reporting foreign company, when receiving a notice made under the preceding paragraph, must submit an extraordinary report set forth in that paragraph without delay.

The provisions of paragraphs (15) through (18) apply mutatis mutandis to cases where amendment reports are submitted to amend a foreign company extraordinary report submitted by a reporting foreign company pursuant to the provisions of Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) following the deemed replacement of terms.

If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit an extraordinary report pursuant to paragraph (4) (limited to a company that is required to submit the annual securities report under Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5)) submits documents stating a part of the contents that are required to be stated in an extraordinary report set forth in paragraph (4) (limited to documents prepared based on laws and regulations or rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of an extraordinary report" in this paragraph and the following paragraph) together with an extraordinary report to the Prime Minister, with regard to the application of paragraph (4) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (4), the phrase "a report stating the details of it" is deemed to be replaced with "a report stating the details of it (excluding the details stated in documents substituted for part of an extraordinary report as defined in paragraph (20))".

If documents substituted for part of an extraordinary report are submitted together with the extraordinary report referred to in paragraph (4) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the extraordinary report are deemed to form a part of the extraordinary report, the submission of the documents substituted for part of the extraordinary report is deemed to be the submission of the documents substituted for part of the extraordinary report as a part of the extraordinary report, and the provisions of the financial Instruments and Exchange Act and related regulations apply.