Financial Instruments and Exchange Act

If an issuer seeking to file a notification for a public offering or secondary distribution of securities under paragraphs (1) through (3) of the preceding Article (excluding a public offering or secondary distribution of securities for regulated securities (meaning securities specified by Cabinet Order as those for which the information materially influencing investors' investment decisions is information on asset management or other similar business that the issuer conducts; hereinafter the same applies in this paragraph, paragraph (5), paragraph (10) and paragraph (11) of this Article, Article 7, paragraph (4), Article 24, and Article 24-7, paragraph (1)); hereinafter the same applies in this paragraph and the following paragraph) is a company (including a foreign company; the same applies hereinafter, except in Article 50-2, paragraph (9), Article 66-40, paragraph (5) and Article 156-3, paragraph (2), item (iii)) (including if the company will be incorporated by the issuance of those securities (excluding regulated securities; hereinafter the same applies in this paragraph to paragraph (4))), it must submit a statement to the Prime Minister in which it states the following particulars, pursuant to the provisions of Cabinet Office Order; provided, however, that, if it is necessary to conduct the public offering of securities before deciding their issue price or in other cases specified by Cabinet Office Order, the issuer may submit the statement without giving the issue price or other particulars in item (i) that are specified by Cabinet Office Order:

the particulars of the public offering or secondary distribution; and

the trade name of the company, the financial condition of the corporate group (meaning the group consisting of the relevant company and persons (limited to companies and other entities specified by Cabinet Office Order) satisfying the requirements that Cabinet Office Order specifies, as other companies in which the relevant company holds majority voting rights or as persons that are otherwise closely related to the relevant company; the same applies hereinafter) to which the company belongs and the company's own financial condition and other material particulars about the company's business, and other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors.

In its statement, a person not falling under any of the following items which seeks to submit a statement set forth in the preceding paragraph for a public offering or a secondary distribution of securities to which the main clause of paragraph (1), the main clause of paragraph (2), or the main clause of paragraph (3) of the preceding Article applies, the total issue value or the total distribution value of which is less than 500 million yen and which is specified by Cabinet Office Order for this purpose (such a public offering or secondary distribution of securities is referred to as "low value public offering, etc." in Article 24, paragraph (2)), may state the particulars set forth in item (ii) of the preceding paragraph which is specified by Cabinet Office Order as being pertinent with regard to the relevant company, instead of stating the particulars set forth in that item:

an issuer of securities that fall under any of the categories specified in Article 24, paragraph (1), item (i), (ii) or (iv);

a person that submits or is required to submit a statement under the preceding paragraph in which it states the particulars set forth in item (ii) of the preceding paragraph for a public offering or secondary distribution of securities to which the main clause of paragraph (1), the main clause of paragraph (2), or the main clause of paragraph (3) of the preceding Article has been applied (excluding the persons specified in the preceding item); or

a person that has already submitted an annual securities report (meaning a report as set forth in Article 24, paragraph (1); hereinafter the same applies in this Article and Article 7) in which it states the particulars set forth in the main clause of Article 24, paragraph (1), or a semiannual securities report (meaning a semiannual securities report as set forth in Article 24-5, paragraph (1); hereinafter the same applies in this Article, Article 7, paragraph (4) and Article 24, paragraph (2)) in which it states the particulars set forth in the middle column of each item of the table in Article 24-5, paragraph (1) (excluding a person provided for in the preceding two items).

If a person that has continuously filed annual securities reports as specified by Cabinet Office Order during the period specified by Cabinet Office Order seeks to file a notification under paragraphs (1) through (3) of the preceding Article, instead of stating the particulars set forth in paragraph (1), item (ii), such person, pursuant to the provisions of Cabinet Office Order, may interfile a copy of its latest annual securities report and the accompanying documents, a copy of any semiannual securities report submitted after the submission of the annual securities report, and a copy of any amended report connected with the foregoing reports in the statement set forth in paragraph (1), and enter in that statement any facts specified by Cabinet Office Order which come into play after the submission of the annual securities report.

If a person that satisfies all of the requirements set forth below seeks to file a notification under paragraphs (1) through (3) of the preceding Article, and the person enters in the statement set forth in paragraph (1), pursuant to the provisions of Cabinet Office Order, that reference should be made to the latest annual securities report and accompanying documents, the semiannual securities report or extraordinary report (meaning a report as set forth in Article 24-5, paragraph (4)) submitted after the submission of the annual securities report, or any amended report connected with them (hereinafter collectively referred to as "reference documents"), the person is deemed to have stated the particulars set forth in paragraph (1), item (ii) in the statement:

the person must have continuously filed annual securities reports as specified by Cabinet Office Order during the period specified by Cabinet Office Order; and

the person must satisfy the criteria specified by Cabinet Office Order as a person with regard to which information about the particulars set forth in paragraph (1), item (ii) is widely available to the public, with regard to the status of transactions on financial instruments exchange markets in issued securities of which the person is the issuer.

The provisions of paragraph (1) to the preceding paragraph apply mutatis mutandis if the securities for which the notification set forth in paragraph (1) is filed are regulated securities. In this case, in paragraph (1), the phrase "excluding a public offering or secondary distribution of securities" is deemed to be replaced with "limited to a public offering or secondary distribution of securities" and the phrase "those securities (excluding regulated securities; hereinafter the same applies in this paragraph to paragraph (4))" is deemed to be replaced with "those regulated securities"; in item (ii) of that paragraph, the phrase "the trade name of the company, the financial condition of the corporate group (meaning the group consisting of the relevant company and persons (limited to companies and other entities specified by Cabinet Office Order) satisfying the requirements that Cabinet Office Order specifies, as other companies in which the relevant company holds majority voting rights or as persons that are otherwise closely related to the relevant company; the same applies hereinafter) to which the company belongs and the company's own financial condition and other material particulars about the company's business" is deemed to be replaced with "the financial condition of the assets related to the asset management or other similar business conducted by the company and other material particulars about the company's assets"; in paragraph (2), the phrase "a public offering or a secondary distribution of securities" is deemed to be replaced with "a public offering or a secondary distribution of securities for regulated securities"; in item (i) of that paragraph, the phrase "of securities" is deemed to be replaced with "of regulated securities"; in item (ii) of that paragraph, the phrase "public offering or secondary distribution of securities" is deemed to be replaced with "public offering or secondary distribution of securities for regulated securities"; in item (iii) of that paragraph, the phrase "the main clause of Article 24, paragraph (1)" is deemed to be replaced with "the main clause of Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5)", and the phrase "the middle column of each item of the table in Article 24-5, paragraph (1)" is deemed to be replaced with "the middle column of item (iii) of the table in Article 24-5, paragraph (1) as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)"; and any other necessary technical replacement of terms is specified by Cabinet Order.

In the cases specified by Cabinet Office Order as cases where the public interest or protection of investors would not be impaired, a foreign company required to submit a statement under paragraph (1) (hereinafter referred to as "statement-filing foreign company") may submit, instead of the statement set forth in that paragraph, the following documents pursuant to the provisions of Cabinet Office Order:

a document containing the matters set forth in paragraph (1), item (i); and

reference documents for which foreign disclosure (meaning being made available for public inspection in the relevant foreign country based on the laws and regulations of that foreign country (including the rules of the operator of a foreign financial instruments market or other person specified by Cabinet Office Order); the same applies in Article 24, paragraph (8) and Article 24-5, paragraph (7)) has been made in a foreign country or documents similar to the statement set forth in paragraph (1) which are prepared in English.

When the documents set forth in item (ii) of the preceding paragraph are submitted, Japanese translations of the summary of the matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or protection of investors among the matters stated in those documents, and documents stating the matters specified by Cabinet Office Order as those necessary and appropriate for the public interest or protection of investors among the matters not stated in those documents, and other documents specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in the following paragraph and Article 13, paragraph (2), item (i)) must be attached to those documents pursuant to the provisions of Cabinet Office Order.

The provisions of this Act or orders given based on this Act (hereinafter referred to as the "regulations related to Financial Instruments and Exchange Act" in this Chapter through Chapter II-4) apply to cases in which a statement-filing foreign company submits the documents set forth in the items of paragraph (6) (hereinafter referred to as "foreign company statements" in this Chapter) and their supplementary documents pursuant to the provisions of the preceding two paragraphs, by deeming the foreign company statements and their supplementary documents to be the statement referred to in paragraph (1) and deeming the submission of these documents to be the submission of the statement referred to in that paragraph.

If the Prime Minister finds that a statement-filing foreign company which a submitted foreign company statement does not fall under a company that may a submit foreign company statement pursuant to the provisions of paragraph (6), the Prime Minister must notify the statement-filing foreign company of that fact. In this case, a hearing must be held irrespective of the category of the procedures for hearing statements of opinion under the provisions of Article 13, paragraph (1) of the Administrative Procedure Act (1993 Act No. 88).

With regard to a public offering or secondary distribution of regulated securities (limited to those specified by Cabinet Office Order by taking into consideration the status of their public offering or secondary distribution; hereinafter the same applies in this Article and Article 7, paragraph (4)), if a public offering or secondary distribution of the regulated securities has already been being conducted continuously for the period specified by Cabinet Office Order, a company required to submit a statement pursuant to paragraph (1) (hereinafter referred to as a "company submitting a regulated securities registration statement" in this Article and Article 7) may submit, instead of the statement set forth in that paragraph, a document containing the matters listed in item (i) of that paragraph (hereinafter referred to as a "document stating particulars related to public offering, etc." in this Article and Article 7, paragraph (3)) pursuant to the provisions of Cabinet Office Order; provided, however, that this is limited to the case where the public offering or secondary distribution has been being conducted until immediately preceding the submission of the document stating particulars related to public offering, etc.

A company submitting a regulated securities registration statement which is to submit a document stating particulars related to public offering, etc. pursuant to the preceding paragraph must submit the document stating particulars related to public offering, etc. together with the annual securities report and documents attached thereto in respect of the specified period (meaning a specified period as defined in Article 24, paragraph (1) as applied mutatis mutandis pursuant to paragraph (5) of that Article following the deemed replacement of terms; hereinafter the same applies in this paragraph and Article 7, paragraph (4)) immediately preceding the specific period for the regulated securities that includes the day of the submission.

The provisions of the Financial Instruments and Exchange Act and related regulations apply to cases where a company submitting a regulated securities registration statement submits a document stating particulars related to public offering, etc. and an annual securities report and documents attached thereto under the provisions of the preceding two paragraphs, by deeming the document stating particulars related to public offering, etc. and the annual securities report to be the statement set forth in paragraph (1) and deeming submission of the former to be submission of the latter.

The articles of incorporation or other documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors must accompany the statement set forth in paragraph (1).

An issuer of the securities set forth in the following items must submit a copy of the statement and other documents set forth in paragraph (1) and paragraph (13) of the preceding Article to the person specified in the relevant item without delay after filing the notification under Article 4, paragraphs (1) to (3):

securities listed on a financial instruments exchange:that financial instruments exchange; and

securities specified by Cabinet Order as having equivalent distribution statuses to the securities referred to in the preceding item:the Authorized financial instruments firms association specified by Cabinet Order.