Financial Instruments and Exchange Act

If a person makes a series of purchase and sales of securities, etc. (meaning purchase and sales of securities, etc. prescribed in Article 159, paragraph (2)) that is in violation of the provisions of Article 159, paragraph (2), item (i), offers to make such a series of purchase and sales, or entrusts, etc. a person with making such a series of purchase and sales (hereinafter the act is referred to as a "violation" and the person is referred to as the "violator" in this Article), 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 total of the amounts set forth in each of the following items (referred to as the "total amount" in paragraphs (10) and (11)):

the amount arrived at when the amount set forth in (b) below is deducted from the amount set forth in (a) below:

the value of the sales, etc. of securities on the violator's own account (limited to those connected with the volume of corresponding purchases or sales that is involved in the relevant violation);

the value of the purchases, etc. of securities on the violator's own account (limited to those connected with the volume of corresponding purchases or sales that is involved in the relevant violation);

the amount specified in the following sub-items (a) through (d) in accordance with the category of cases set forth in the sub-items (a) through (d) (or, if the violation falls under two or more cases set forth in the following sub-items (a) through (d), the sum of the amounts specified in those two or more provisions of (a) through (d)):

the volume of sales, etc. of securities on the violator's own account that are involved in the violation, exceeds the volume of purchases, etc. of securities on the violator's own account that are involved in violation: the amount arrived at when the amount specified in 2. below is deducted from the amount specified in 1. below (if the resulting amount is less than zero, the amount is to be zero):

the value of the volume of the sale, etc. of securities that is in excess;

the amount arrived at when the lowest price, from among the lowest prices prescribed in Article 67-19 or Article 130 for the purchase, etc. of securities pertaining to the securities, etc. involved in the violation on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such price, this means what is specified by Cabinet Office Order as being equivalent to it, and for the day on which the violation ends, the amount specified by Cabinet Office Order), is multiplied by the volume that is in excess;

the volume of purchases, etc. of securities on the violator's own account that the violation involves, exceeds the volume of sales, etc. of securities on the violator's own account that the violation involves: the amount arrived at when the amount specified in 2. below is deducted from the amount specified in 1. below (if the resulting amount is less than zero, the amount is to be zero):

the amount arrived at when the highest price, from among the highest prices prescribed in Article 67-19 or Article 130 for the sale, etc. of securities pertaining to the securities, etc. involved in the violation on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such price, this means what is specified by Cabinet Office Order as being equivalent to it, and for the day on which the violation ends, the amount specified by Cabinet Office Order), is multiplied by the volume that is in excess;

the value of the volume of the purchase, etc. of securities that is in excess;

during the period from the commencement of the violation until one month has elapsed since the violation ended, the violator causes the securities involved in the violation that they or a person set forth in the items of paragraph (6) issues, to be acquired through a solicitation with a view to issuing new securities or delivers such securities in a corporate reorganization: the amount arrived at when the amount specified in 2. below is deducted from the amount specified in 1. below (if the resulting amount is less than zero, it is deemed to be zero):

the amount arrived at when the highest price for the securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization, from among the highest prices as prescribed in Article 67-19 or Article 130 on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such price, this means the price specified by Cabinet Office Order as being equivalent to it; the highest price on the day on which the violation ends is the amount specified by Cabinet Office Order), is multiplied by the volume of securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization;

the amount arrived at when the price at the commencement of the violation for the securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization, is multiplied by the volume of securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization;

during the period from the commencement of the violation until one month has elapsed since the violation ended, the violator commits a violation or makes a sale, etc. of securities or a purchase, etc. of securities on the account of any person other than themselves: the amount specified in 1. or 2. below in accordance with the category of the person that has conducted the violation, the sale, etc. of securities or the purchase, etc. of securities set forth in 1. or 2.:

a person that has committed the violation or has made the sale, etc. of securities or the purchase, etc. of securities as an investment of property subject to investment:the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of such of the property subject to investment as is specified by Cabinet Office Order, for the month that includes the day of the violation, the sale, etc. of securities or the purchase, etc. of securities (if the violation, the sale, etc. of securities or the purchase, etc. of securities has been conducted over two or more months, the last month of those months); or

a person other than the person set forth in 1.:the amount specified by Cabinet Office Order as the amount of the fee, remuneration, or other consideration pertaining to the violation, the sale, etc. of securities or the purchase, etc. of securities.

The term "sale, etc. of securities" as used in this Article means the sale of securities or commodities (in the case of commodities, limited to sales made through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))), a transaction set forth in item (ii) of that paragraph (limited to a transaction in which the violator is the party to pay the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to grant the option), or any other transaction specified by Cabinet Order.

The term "purchase, etc. of securities" as used this Article means a purchase of securities or commodities (in the case of commodities, limited to purchase made through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))), a transaction set forth in item (ii) of that paragraph (limited to a transaction in which the violator is the party to receive the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to acquire the option), or any other transaction specified by Cabinet Order.

The term "volume of corresponding purchases and sales" as used in paragraph (1), item (i) means either the volume of sales, etc. of securities on the violator's own account that are involved in the violation, or the volume of purchases, etc. of securities on the violator's own account that are involved in the violation, whichever is smaller.

The term "value" as used in paragraph (1) means the amount arrived at when the price for sale, etc. of securities is multiplied by the volume of that sale, etc. or when the price for purchase, etc. of securities is multiplied by the volume of that purchase, etc.

In the case referred to in paragraph (1), if the violator commits the violation or makes the sale, etc. of securities or purchase, etc. of securities on the account of a person set forth in any of the following items, the violator is deemed to have committed the violation or made the sale, etc. of securities or purchase, etc. of securities on their own account (if the person set forth in the relevant item commits the same violation as the violator, this excludes anything that constitutes the same sale, etc. of securities or purchase, etc. of securities as one that the person set forth in that item makes on their own account), and the provisions of the preceding paragraphs apply:

a company in which the violator holds the majority of the voting rights held by all the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the violator;

a person that shares living expenses with the violator, or any other person specified by Cabinet Office Order as having a unique relationship with the violator.

For the purposes of calculating the amount listed in the items of paragraph (1), if a violator has, at the time of the commencement of the violation, made the sales of the securities or commodities subject to a violation without possessing those securities or commodities (in the case of commodities, limited to sales conducted through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))), on their own account or on the account of any person listed in the items of the preceding paragraph (excluding a person that has committed the same violation; hereinafter the same applies in this paragraph), if the violator has, at the time of the commencement of the violation, concluded an agreement for the transaction set forth in Article 2, paragraph (21), item (ii) (limited to the transactions of securities or commodities subject to the relevant violation) under which the person is obligated to pay money if the actual figure exceeds the agreed figure on their own account or on the account of any person listed in the items of the preceding paragraph, or in any other cases specified by Cabinet Order, the relevant violator is deemed to have made on their own account, the sales, etc. of securities subject to the violation at the time of the commencement of the violation and the price at that time.

For the purposes of calculating the amount set forth in the items of paragraph (1), if the violator possesses, at the time of the commencement of the violation, the securities or commodities involved in the violation, if the violator has, at the time of the commencement of the violation, agreed to conduct a transaction set forth in Article 2, paragraph (21), item (ii), in which the violator will be the party to receive money if the actual figure exceeds the agreed figure (limited to a transaction of the securities or commodities involved in the violation) on their account or on the account of a person set forth in any of the items of paragraph (6) (excluding a person that has committed the same violation), and in any other case specified by Cabinet Order, the violator is deemed to have made the purchase, etc. of securities on their own account at the time of the commencement of the violation and the price at that time.

The amounts set forth in the items of paragraph (1) are calculated for each issue of securities.

If a negative amount arises from the deduction set forth in paragraph (1), item (i) for a single issue, the total amount is the amount arrived at when that negative amount is deducted from the amount specified in item (ii) of that paragraph for the same issue.

If there are two or more issues connected with a violation and the amount for any of those issues is still negative even after a deduction is made pursuant to the provisions of the preceding paragraph, the negative amount is deducted from the total amount for other issues.

If a transaction set forth in Article 2, paragraph (21), item (ii) is settled through the payment and receipt of money based on the actual figure; if the options on a transaction set forth in item (iii) of that paragraph extinguish without being exercised; and in any other case specified by Cabinet Order as being similar; the necessary particulars relevant to the calculation of the administrative monetary penalty referred to in paragraph (1) are specified by Cabinet Order.

Beyond what is provided for in paragraph (2) through the preceding paragraph, the necessary particulars relevant to the calculation of the value of the sale, etc. of securities and the value of the purchase, etc. of securities provided for in paragraph (1), and necessary particulars otherwise relevant to the calculation of the administrative monetary penalty referred to in that paragraph are specified by Cabinet Order.