Financial Instruments and Exchange Act

The term "public offering of securities" as used in this Act means, among solicitations of offers to acquire newly issued securities (including acts specified by Cabinet Office Order as being similar to such solicitation (such acts are referred to as "acts similar to solicitation for acquisition" in the following paragraph); hereinafter referred to as "solicitation for acquisition"), the solicitation for acquisition in cases provided for in item (i) or item (ii) below, which is issued with regard to securities set forth in the items of paragraph (1), rights that must be indicated on securities, specified electronically recorded monetary claims, or the rights set forth in the items of that paragraph (but only if they are indicated as a financial value (limited to one that is recorded on an electronic device or any other such object by electronic means) which can be transferred by using an electronic data processing system (excluding the cases that are specified by Cabinet Office Order in consideration of transferability and other circumstances); hereinafter referred to as "electronically recorded transferable rights") that are deemed to be securities under the preceding paragraph (such securities or rights are referred to as the "paragraph (1) securities" in the following paragraph, paragraph (6) of this Article, Article 2-3, paragraphs (4) and (5), and Article 23-13, paragraph (46)); and the solicitation for acquisition in cases provided for in item (iii) below, which is issued with regard to rights that are deemed to be securities under the items of the preceding paragraph (excluding electronically recorded transferable rights; such rights are referred to as the "paragraph (2) securities" in the following paragraph, Article 2-3, paragraphs (4) and (5), and Article 23-13, paragraph (46)); the term "private placement of securities" means solicitation for acquisition which does not come within the purview of a public offering of securities:

cases specified by Cabinet Order as those in which the solicitation for acquisition is issued (unless the solicitation is issued only to professional investorsthe persons set forth in (a) or (b) below) to a large number of persons (other than qualified institutional investors (meaning persons specified by Cabinet Office Order as having expert knowledge of and experience with investment in securities; the same applies hereinafter), if qualified institutional investors are included in the persons to which the solicitation for acquisition is issued, and the solicitation for acquisition constitutes a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the qualified institutional investor that acquires them to any person other than a qualified institutional investor);

the following persons:

professional investors;

juridical persons (excluding the persons set forth in (1));

individuals set forth in the items of Article 34-4, paragraph (1) (excluding the persons set forth in (1));

the persons to which a solicitation for acquisition specified by Cabinet Order is made, in the case where the issuer of securities (limited to the securities set forth in paragraph (1), item (ix), or, among the securities set forth in item (xvii) of that paragraph, those having the nature of the securities set forth in item (ix) of that paragraph; the same applies in (b) and in item (i), (b) of the following paragraph) makes the solicitation, to officers of the issuer (meaning directors, accounting advisors, company auditors or executive officers; the same applies in item (i), (b) of the following paragraph) or employees of the issuer, or other persons specified by Cabinet Office Order as persons that have already obtained, or can readily obtain, information on the particulars set forth in the items of Article 5, paragraph (1) concerning the securities, for the purpose of causing them to acquire the securities as consideration for the execution of their duties or as a means of promoting their welfare benefits;

a solicitation for acquisition issued only to the persons set forth in (a) of the preceding item (hereinafter referred to as "professional investors, etc.") and falling under all of the following requirements (excluding the cases specified in (a)):

in the case where the other partypersons to which the solicitation for acquisition is a person made are persons other than the State, the Bank of Japan, and a qualified institutional investorinvestors, a financial instruments business operator, etc. (meaning a financial instruments business operator, etc. prescribed in Article 34; the same applies in the following paragraph, Article 4, paragraph (1), item (iviii) and paragraph (3), Article 27-32-2, and Article 27-34-2) conducts the solicitation for acquisition upon entrustment from a customer or for itself;

the relevant securities fall under a case specified by Cabinet Order as one in which there is little likelihood of them being transferred from the person that acquires them to a person other than a professional investor, etc. (meaning a professional investor orand a non-resident (meaning a non-resident prescribed in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949), limited to a person specified by Cabinet Order); the same applies hereinafter, except in Article 63-8, paragraph (1), item (i) and Article 63-9, paragraph (9)).

a solicitation for acquisition falling under neither the case specifiedcases prescribed in the preceding item, nor (a) and ((b) of this item (except if the solicitation for acquisition meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of personspreceding item;

a solicitation for acquisition falling under neither the case specified in the preceding item, nor any of (a) through (c) (except if the solicitation for acquisition meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of persons;

cases specified by Cabinet Order as those in which the solicitation for selling, etc. is made (unless the offer is made only to professional investorsthe persons set forth in (a) or (b) below) to a large number of persons (other than qualified institutional investors, if qualified institutional investors are included in the persons to which the solicitation for selling, etc. is made, and if the solicitation for selling, etc. constitutes a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being transferred from the qualified institutional investor that acquires them to any person other than a qualified institutional investor);

professional investors, etc.;

the persons to which a solicitation for selling, etc. specified by Cabinet Order is made, in the case where the issuer of securities makes the solicitation, to officers or employees of the issuer, or other persons specified by Cabinet Office Order as persons that have already obtained, or can readily obtain, information on the particulars set forth in the items of Article 5, paragraph (1) concerning the securities, for the purpose of delivering the securities to them as consideration for the execution of their duties or as a means of promoting their welfare benefits;

a solicitation for selling, etc. made only to professional investors, etc. and falling under all of the following requirements (excluding the cases specified in (a)):

the relevant securities fall under a case specified by Cabinet Order as one in which there is little likelihood of them being transferred from the person that acquires them to a person other than a professional investor, etc. and a non-resident.

a solicitation for selling, etc. falling under neither the case specifiedcases prescribed in the preceding item, nor (a) and ((b) of this item (except if the solicitation for selling, etc. meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of personspreceding item;

a solicitation for selling, etc. falling under neither the case specified in the preceding item, nor any of (a) through (c) (except if the solicitation for selling, etc. meets the requirements that are specified by Cabinet Order in consideration of the status, etc. of the issuance and solicitation of securities of the same class as the relevant securities), and constituting a case specified by Cabinet Order as one in which there is little likelihood of the relevant securities being held by a large number of persons;

The term "underwriter" as used in this Act (excluding Chapter V) means a person that, at the time of a public offering, secondary distribution, or private placement of securities, or the time of solicitation for selling, etc. only for professional investors, etc. (meaning a solicitation for selling, etc. the paragraph (1) securities which falls under paragraph (4), item (ii), (b) (excluding a solicitation for selling, etc. involving the purchase and sale of securities on a financial instruments exchange market, an equivalent transaction, and any other transaction of securities specified by Cabinet Order); the same applies hereinafter) involving securities, does one of the things set forth in the following items:

The term "securities registration statement" as used in this Act means the statement referred to in Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 5, paragraph (5); the same applies hereinafter, except in Article 26-4, paragraph (2), item (i) and Article 26-5, paragraph (2), item (iv)), documents accompanying it pursuant to Article 5, paragraph (13), and any amended statement as under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1).

the underwriting of securities (meaning doing any of the things set forth in an item of paragraph (6) at the time of a public offering, secondary distribution, private placement of securities, or solicitation for selling, etc. only for professional investors, etc.);

secondary distribution of securities or solicitation for selling, etc. only for professional investors, etc.;

the handling of a public offering or secondary distribution of securities, or the handling of a private placement of securities or solicitation for selling, etc. only for professional investors, etc.;

The term "prospectus" as used in this Act means a document describing the business and other particulars of an issuer of securities, which is prepared for a public offering or secondary distribution of securities, a general solicitation for involving securities acquired by a qualified institutional investor as defined in Article 4, paragraph (2) (excluding those falling under the category of secondary distribution of securities), or a general solicitation , etc. involving securities acquired by a professional investor, etc. as set forth in Article 4, paragraph (3) (excluding those falling under the category of a secondary distribution of securities), and which is delivered, or is to be delivered upon request, to the other party to the public offering or secondary distribution.

The term "specified non-financial information audit certification" as used in this Act means audit certification performed with respect to the specified non-financial information prescribed in Article 26-4, paragraph (2), item (ii) that is stated in the covered disclosure document prescribed in item (i) of that paragraph, in accordance with the standards and procedures prescribed in Article 26-5, paragraph (3).

The term "specified non-financial information audit certification business" as used in this Act means conducting specified non-financial information audit certification as a business.

The term "specified non-financial information audit certification provider" as used in this Act means a person registered by the Prime Minister pursuant to Article 26-6.

Chapter II Disclosure of Corporate Affairs, etc.

Section 1 Disclosure of Corporate Affairs

The term "corporate reorganization" as used in this ChapterSection means merger, company split, share exchange, or other act involving the organization of a company which is specified by Cabinet Order.

The term "procedures related to the issuance of securities during a corporate reorganization" as used in this ChapterSection means the keeping of documents, etc. (meaning the keeping of the documents or electronic or magnetic records under Article 782, paragraph (1) of the Companies Act (Act No. 86 of 2005) or the keeping of the documents or electronic or magnetic records under Article 803, paragraph (1) of that Act; the same applies in the following paragraph) connected with a corporate reorganization in which new securities are issued (including cases specified by Cabinet Office Order as being similar thereto (the cases are referred to as "procedures for cases similar to the issuance of securities during a corporate reorganization" in the following paragraph)), and other acts specified by Cabinet Order.

The term "procedures related to the delivery of securities during a corporate reorganization" as used in this ChapterSection means the keeping of documents, etc. connected to a corporate reorganization in which existing securities are delivered (excluding cases that fall under the category of procedures for cases similar to the issuance of securities during a corporate reorganization), and other acts specified by Cabinet Order.

The term "specified procedures related to the issuance of securities during a corporate reorganization" as used in this ChapterSection means, among procedures related to the issuance of securities during a corporate reorganization, those that fall under cases set forth in item (i) or (ii) if the procedures related to the issuance of securities during a corporate reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the issuance of securities during a corporate reorganization involve the paragraph (2) securities:

cases specified by Cabinet Order as those in which a large number of persons are holders of share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is a company that, due to a corporate reorganization, will become a company disappearing in an absorption-type merger (meaning a company disappearing in an absorption-type merger as defined in Article 749, paragraph (1), item (i) of the Companies Act), or a wholly owned subsidiary company in a share exchange (meaning the wholly owned subsidiary company in a share exchange as defined in Article 768, paragraph (1), item (i) of that Act), or whose issuer is any other company specified by Cabinet Order (referred to as the "reorganizing company" in Article 4, paragraph (1), item (iii), (a)) (hereinafter the holders are referred to as the "reorganizing company's shareholders, etc.") (excluding cases in which the reorganizing company's shareholders, etc. consist only of qualified institutional investors);

The term "specified procedures related to the delivery of securities during a corporate reorganization" as used in this ChapterSection means, among the procedures related to the delivery of securities during a corporate reorganization, those that fall under cases specified in item (i) and item (ii) if the procedures related to the delivery of securities during a corporate reorganization involve the paragraph (1) securities, and those that fall under cases specified in item (iii) if the procedures related to the delivery of securities during a corporate reorganization involve the paragraph (2) securities:

It is not permitted for a person to conduct a public offering of securities (including specified procedures related to the issuance of securities during a corporate reorganization; the same applies hereinafter in this ChapterSection and the following Chapter, except in Article 13 and Article 15, paragraphs (2) through (6)) or a secondary distribution of securities (excluding those falling under the category of general solicitation involving for securities acquired by a qualified institutional investor as defined in the following paragraph or of Generalgeneral solicitation , etc. involving securities acquired by a professional investor, etc. as defined in paragraph (3), but including specified procedures related to the delivery of securities during a corporate reorganization; hereinafter the same applies in this paragraph) unless the issuer has filed a notification of the public offering or secondary distribution of securities with the Prime Minister; provided, however, that this does not apply to a public offering or secondary distribution of securities that falls under any of the following items:

a public offering or secondary distribution of securities in a case specified by Cabinet Order as one in whichfor which the procedures related to the other parties thereto have already obtained or can easily obtain information aboutissuance of securities during a corporate reorganization or procedures related to the particulars set forth in the items of paragraph (1) delivery of securities during a corporate reorganization fall under either of the following Article for the relevant securities;cases:

cases not falling under a case in which disclosure has been made with regard to share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is the reorganizing company; or

a case in which disclosure has been made with regard to the securities that will be newly issued in connection with the procedures related to the issuance of securities during a corporate reorganization, or a case in which disclosure has been made with regard to previously issued securities subject to the procedures related to the delivery of securities during a corporate reorganization;

a public offering or secondary distribution of securities for which the procedures related to the issuance of securities during a corporate reorganization or procedures relatedin a case in which disclosure has been made with regard to the delivery of securities during a corporate reorganization fall under either of the following cases (excluding a public offering or secondary distribution as specifiedprovided for in the preceding item):;

cases not falling under a case in which disclosure has been made with regard to share certificates (including share option certificates and other securities specified by Cabinet Order) whose issuer is the reorganizing company; or

a case in which disclosure has been made with regard to the securities that will be newly issued in connection with the procedures related to the issuance of securities during a corporate reorganization, or a case in which disclosure has been made with regard to previously issued securities subject to the procedures related to the delivery of securities during a corporate reorganization;

a secondary distribution of securities that have already been issued in a case in which disclosure has been made with regard foreign country or of securities specified by Cabinet Order as being equivalent thereto (limited to those conducted by a financial instruments business operator, etc.), which satisfies the requirement that information on the trading price of the securities in Japan can be easily obtained and any other requirements specified by Cabinet Order (excluding a secondary distribution provided for in the preceding two items); or

a secondary distribution of securities that have already been issued in a foreign country orpublic offering or secondary distribution of securities specified by Cabinet Order as being equivalent thereto (limited to those conducted bywith a financial instruments business operator, etc.), which satisfies the requirement that information on the trading pricetotal issue value or total distribution value of the securities in Japan can be easily obtained and any other requirementsless than 500 million yen, which is specified by Cabinet Office Order (excluding a secondary distribution provided forthose specified in the preceding three items); or.

a public offering or secondary distribution of securities with a total issue value or total distribution value of less than 100 million yen, which is specified by Cabinet Office Order (excluding those specified in the preceding items).

the case set forth in Article 2, paragraph (3), item (ii), (cd) (but only if it comes to no longer fall under the case set forth in item (i) of that paragraph due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);

the case set forth in Article 2, paragraph (4), item (ii), (cd) (but only if it comes to no longer fall under the case set forth in item (i) of that paragraph due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);

It is not permitted for a person to issue a solicitation with a view to delivering existing securities that involves securities falling under any of the following items (excluding securities falling under any of the items of Article 24, paragraph (1) or securities specified by Cabinet Order as those which it is found are unlikely to be held by a large number of professional investors, etc.; hereinafter referred to as the "securities for professional investors, etc."), but that does not involve a financial instruments business operator, etc. being entrusted to solicit professional investors, etc. and non-residents (with the exception of a solicitation issued to the State, the Bank of Japan, or qualified institutional investors, and also with the exception of solicitation specified by Cabinet Order; hereinafter referred to as a "general solicitation , etc. involving securities acquired by a professional investor, etc."), unless the issuer of securities has filed a notification of the relevant general solicitation , etc. involving securities acquired by a professional investor , etc. with the Prime Minister; provided, however, that this does not apply in a case in which disclosure has been made with regard to the securities for professional investors , etc. and in any other case that is specified by Cabinet Office Order as one in which the non-filing of a notification for a general solicitation , etc. involving securities acquired by a professional investor, etc. does not damage the public interest or result in insufficient investor protection:

securities for which the solicitation for acquisition fell under the case specified in Article 2, paragraph (3), item (ii), (b) (hereinafter referred to as a "solicitation for acquisition only for professional investors, etc.");

securities for which the solicitation for selling, etc. was a solicitation for selling, etc. only for professional investors, etc.;

If a public offering or secondary distribution of securities (including a general solicitation involving securities acquired by a qualified institutional investor (excluding those falling under the category of a secondary distribution of securities), a general solicitation , etc. involving securities acquired by a professional investor , etc. (excluding those falling under the category of a secondary distribution of securities), and specified procedures related to the delivery of securities during a corporate reorganization; hereinafter the same applies in this ChapterSection and the following Chapter, except in the following paragraph and paragraph (6) of this Article, Article 13, and Article 15, paragraphs (2) through (6)) will be made for the shareholders (including preferred equity investors provided for in the Act on preferred equity investmentPreferred Equity Investment) that have been stated or recorded in the shareholder register (including the preferred equity investor register provided for in the Act on Preferred Equity Investment) on a certain date, the notification for the public offering or secondary distribution under the preceding three paragraphs must be made 25 days prior to that date; provided, however, that this does not apply in the cases that are specified by Cabinet Office Order in consideration of the issue price or distribution price of the securities or other factors.

Materials that are used for when conducting a public offering or secondary Distributiondistribution of securities specified set forth in paragraph (1), item (viv), for a general solicitation for involving securities acquired by a qualified institutional investor which is excluded from the application ofto which the main clause of paragraph (2) does not apply pursuant to the proviso to that paragraph, or for a general solicitation , etc. involving securities acquired by a professional investor which is excluded from the application of, etc. to which the main clause of paragraph (3) does not apply pursuant to the proviso to that paragraph, among which falls those that fall under the category of a secondary distribution of securities, or which doesthat do not fall under the category of a secondary distribution of securities and doesdo not fall under a case in which disclosure has been made (hereinafter referred to as a "specified public offering" in this paragraph and the following paragraph), and materials that are used in causing the securities in a specified public offering to be acquired or in selling such securities, must indicate that the main clause of paragraph (1), the main clause of paragraph (2) or the main clause of paragraph (3) does not apply to that specified public offering.

When a specified public offering or secondary distribution of securities set forth in paragraph (1), item (iiiii) (hereinafter collectively referred to as a "specified public offering, etc." in this paragraph) is conducted, the issuer of the securities in the specified public offering, etc. must submit a written notice of the specified public offering, etc. to the Prime Minister pursuant to the provisions of Cabinet Office Order, before the specified public offering, etc. begins; provided, however, that this does not apply to a secondary distribution of securities as set forth in paragraph (4) whose total distribution value is less than 100500 million yen in a case in which disclosure has been made, nor to a secondary distribution of securities as set forth in paragraph (1), item (iiiii) conducted by a person other than the issuer of those securities or a person specified by Cabinet Office Order, nor to a public offering or secondary distribution of securities as set forth in item (v) of that paragraphparagraph (1), item (iv) whose total issue value or total distribution value is equal to or less than the amount specified by Cabinet Office Order.

As set forth in paragraph (1), item (iii), (a) and (b) and item (iiiii), paragraph (2), paragraph (3) and the preceding two paragraphs, a case in which disclosure has been made means any of the following cases:

a notification under paragraph (1) is in effect for a public offering or secondary distribution which has already been conducted with regard to the relevant securities (excluding one that falls under the category of a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation , etc. involving securities acquired by a professional investor, etc.); a notification under paragraph (2) is in effect for a general solicitation involving securities acquired by a qualified institutional investor which has already been conducted with regard to those securities; or a notification under paragraph (3) is in effect for a general solicitation , etc. involving securities acquired by a professional investor, etc. which has already been conducted with regard to those securities (unless the proviso to Article 24, paragraph (1) is applicable (including as applied mutatis mutandis pursuant to Article 24, paragraph (5) and as these provisions apply mutatis mutandis pursuant to Article 27) to the issuer of the securities); or

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, the status of efforts to address challenges in business activities, such as climate change, that have the potential to affect future finances or fund procurement, and indicators related thereto, 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 million1 billion 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:

The provisions of paragraph (1) to the preceding paragraphparagraphs 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, the status of efforts to address challenges in business activities, such as climate change, that have the potential to affect future finances or fund procurement, and indicators related thereto, 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.

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 ChapterSection) 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.

The issuer of securities whose public offering or secondary distribution (including General Solicitation Involving Securities Acquiredgeneral 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 , etc. involving securities acquired by a professional investor , etc. (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 100500 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 ChapterSection) (such securities are hereinafter referred to as "securities for which disclosure has already been made" in this ChapterSection); 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:

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), paragraph (1)) 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 of securities for which disclosure has already been made.

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 , etc. involving securities acquired by a professional investor , etc. (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 ChapterSection), 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.

In the case referred to in the preceding paragraph, a statement regarding information on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in the prospectus referred to in Article 13, paragraph (1), must not, in a case specified by Cabinet Office Order as one in which reasonableness is found to be ensured in light of the process of consideration leading to that statement on the part of the issuer that prepared the prospectus, be construed as falling under a false statement solely because a fact differing from that statement becomes known or because of any other circumstance specified by Cabinet Office Order.

The preceding paragraph applies mutatis mutandis if a prospectusIn the case referred to in Article 13,the preceding paragraph (1) 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 ofinformation on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in a material fact that is necessary to prevent it from being misleading. In this case, securities registration statement, must not, in a case specified by Cabinet Office Order as one in the preceding paragraph, the phrase "the person that submitted the securities registration statement" is deemedwhich reasonableness is found to be ensured in light of the process of consideration leading to be replaced with "that statement on the issuer part of the person that preparedsubmitted the prospectus" and the phrase "through the public offering or secondary distribution" is deemed to be replaced with "through the public offeringsecurities registration statement, be construed as falling under a false statement solely because a fact differing from that statement becomes known or secondary distribution after receiving the prospectus"because of any other circumstance specified by Cabinet Office Order.

The preceding two paragraphs apply mutatis mutandis if a prospectus referred to in Article 13, paragraph (1) 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 the preceding two paragraphs, the phrase "the person that submitted the securities registration statement" is deemed to be replaced with "the issuer that prepared the prospectus", and in paragraph (1), the phrase "through the public offering or secondary distribution" is deemed to be replaced with "through the public offering or secondary distribution after receiving the prospectus".