Financial Instruments and Exchange Act

the amount arrived at when the closing price of the share certificates, etc. or listed share certificates, etc. subject to the tender offer (meaning a tender offer as prescribed in Article 27-2, paragraph (1) or Article 27-22-2, paragraph (1); hereinafter the same applies in this Article and Article 185-7, paragraphs (810) and (911)) to which that public notice of the commencement of a tender offer, etc. or tender offer statement, etc. pertains (meaning the closing price as set forth in Article 67-19 or Article 130 as of the day immediately preceding the day of the public notice of the commencement of the tender offer (or, if there is no such price, the amount specified by Cabinet Office Order as being equivalent to this)), is multiplied by the number of share certificates, etc. or listed share certificates, etc. that the person purchases, etc. through that tender offer;

If an issuer that provides or discloses specified information on securities, etc. which contains false information about a material particular or which lacks information about a material particular that is required to be provided or disclosed (hereinafter referred to as "specified information on securities, etc. that contains a falsehood, etc." in this Article, Article 172-12, paragraph (1), Article 178, paragraph (2021), and Article 185-7, paragraph (1517)) causes securities to be acquired or sells securities through a specified solicitation, etc. involving specified information on securities, etc. that contains a falsehood, etc. (if this constitutes a specified solicitation for selling, etc., limited to a specified solicitation for selling, etc. securities that the issuer owns), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in the amount specified in item (i) (if the specified information on securities, etc. that contains a falsehood, etc. is not disclosed, the amount arrived at when that amount is multiplied by the number set forth in item (ii)):

If an issuer provides or discloses information on the issuer, etc. that contains false information about a material particular or that lacks information about a material particular that is required to be provided or disclosed (hereinafter referred to as "information on the issuer, etc. that contains a falsehood, etc." in this paragraph, paragraph (1) of the following Article, Article 178, paragraph (2122), and Article 185-7, paragraph (1517)), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount set forth in item (i) (if the information on the issuer, etc. that contains a falsehood, etc. is not disclosed, meaning the amount arrived at when that amount is multiplied by the number set forth in item (ii)); provided, however, that if the issuer's business year is other than one year in length, the Prime Minister must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount arrived at when the number of months in its business year is divided by 12 and the quotient is multiplied by that amount:

with the knowledge that the act constitutes all or part of a series of acts to hide or disguise that are prescribed in the preceding item, perform all or part of a series of acts to hide or disguise (excluding an act for making an audit certification prescribed in Article 193-226-3, paragraph (1)).

when the violation has been committed in relation to business related to the acts set forth in Article 2, paragraph (8), item (ix) concerning regulated securities, etc. (hereinafter referred to as "business of public offering, etc." in this item, item (ii) of the following paragraph, and Article 185-7, paragraphs (1214) and (1315)): the sum of the amounts listed inset forth in the following (a) and (b):

If a person prescribed in the paragraphs of Article 172; an issuer prescribed in Article 172-2, paragraph (1), (4), or (6); an issuer prescribed in the paragraphs of Article 172-3; an issuer prescribed in Article 172-4, paragraphs (1) through (3); a specified non-financial information audit certification provider prescribed in Article 172-4-2, paragraph (1); a person prescribed in Article 172-5; a person prescribed in the paragraphs of Article 172-6; a person prescribed in Article 172-7; a person prescribed in Article 172-8; a person prescribed in Article 172-9; an issuer prescribed in Article 172-10, paragraph (1); an issuer prescribed in Article 172-11, paragraph (1); a specified involved person prescribed in Article 172-12, paragraph (1); a violator prescribed in Article 173, paragraph (1); a violator prescribed in Article 174, paragraph (1); a violator prescribed in Article 174-2, paragraph (1); a violator prescribed in Article 174-3, paragraph (1); a person prescribed in Article 175, paragraph (1); a person prescribed in paragraph (2) of that Article; a listed company, etc. prescribed in paragraph (9) of that Article; a violator prescribed in paragraph (1) of the preceding Article; a violator prescribed in paragraph (2) of that Article; a listed company, etc. prescribed in paragraph (13) of that Article; or a tender offeror, etc. prescribed in paragraph (14) of that Article is a corporation, and if that corporation disappears in a merger, the acts performed by the corporation that has disappeared are deemed to be acts performed by the corporation that has survived the merger or by the corporation incorporated in the merger, and the provisions of Article 172 through the preceding Article and the preceding three paragraphs apply.

If the Prime Minister finds that any of the following facts have occurred (or, if the Prime Minister finds that the fact set forth in item (iv)-2 has occurred, excluding the case where an order to pay an administrative monetary penalty is not issued pursuant to the provisions of Article 172-4-2, paragraph (2)), the Prime Minister must issue a decision to commence trial procedures for a case that involves that fact:

a fact that falls under Article 172-4-2, paragraph (1);

Once five years have elapsed since the opening day of a public offering or secondary distribution of securities for which a notification under Article 4, paragraph (1) is required, the opening day of a general solicitation involving securities acquired by a qualified institutional investor for which a notification under paragraph (2) of that Article is required, or the opening day of a general solicitation , etc. involving securities acquired by a professional investor , etc. for which a notification under paragraph (3) of that Article is required, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (i) in connection with that public offering or secondary distribution, general solicitation involving securities acquired by a qualified institutional investor, or general solicitation , etc. involving securities acquired by a professional investor, etc. (limited to a fact that falls under Article 172, paragraph (1)).

Once fiveseven years have elapsed since the day on which a purchase, etc. of share certificates, etc. or listed share certificates, etc. violatesaudit certification was given treating specified non-financial information to be stated in the provisions of Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) covered disclosure document of a specified submitter, in being conducted withoutwhich a public notice of the commencement of a tender offer having been givenstatement is false or missing, as being neither false nor missing, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (v)iv)-2 in connection with that purchase, etcaudit certification.

Once five years have elapsed since the day of issuance of public noticeon which a purchase, etc. of the commencement of a tender offershare certificates, etc. or listed share certificates, etc. which contains a false representation about a material particular or which omits a representation asviolates the provisions of Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to a material particular that is required to be representedArticle 27-22-2, paragraph (2)) in being conducted without a public notice of the commencement of a tender offer having been given, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (viv) in connection with that public notice for commencement of tender offerpurchase, etc.

Once five years have elapsed since the day of submissionissuance of public notice of the commencement of a tender offer statement, etc. thatwhich contains a false statementrepresentation about a material particular or thatwhich omits a statementrepresentation as to a material particular that is required to be statedrepresented, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (vi) in connection with that public notice of the commencement of a tender offer statement, etc.

Once five years have elapsed since the due date for theday of submission of an amendeda tender offer statement, etc. (or, for an amendedthat contains a false statement under Article 27-8, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2))about a material particular or an amended report under Article 27-8, paragraph (2)that omits a statement as applied mutatis mutandis pursuant to Article 27-10, paragraph (12), from the day on which any ground for the submission of any of these documents arises)a material particular that is required to be stated, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (vi) in connection with that amended tender offer statement, etc. (limited to a fact that falls under Article 172-6, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2) of that Article).

Once five years have elapsed since the due date for the submission of a an amended tender offer statement of large-volume holdings , etc. (or, for an amended statement under Article 27-8, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) or changes, an amended report under Article 27-8, paragraph (2) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12), from the day on which any ground for the submission of any of these documents arises), the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (vii) involving vi) in connection with that amended tender offer statement of large-volume holdings or changes, etc. (limited to a fact that falls under Article 172-6, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2) of that Article).

Once five years have elapsed since the day on which a person submitsdue date for the submission of a statement of large-volume holdings or changes, etc. that contains a false statement about a material particular or that omits a statement as to a material particular that is required to be stated, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (viii) in connection withvii) involving that statement of large-volume holdings or statement of changes, etc.

Once five years have elapsed since the day on which a person commencessubmits a specified solicitationstatement of large-volume holdings or changes, etc. that contains a false statement about a material particular or that omits a statement as to a material particular that is required to be stated, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (ixviii) in connection with that specified solicitationstatement of large-volume holdings or changes, etc.

Once five years have elapsed since the day on which a person provides or disclosescommences a specified information on securities, etc. that contains a falsitysolicitation, etc., the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xix) in connection with that specified information on securities, etc. that contains a falsehoodsolicitation, etc.

Once five years have elapsed since the day on which a person provides or discloses specified information on the issuersecurities, etc. that contains a falsityfalsehood, etc., the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xix) in connection with that Information on the issuerspecified information on securities, etc. that contains a falsityfalsehood, etc.

When sevenOnce five years have elapsed fromsince the day when on which a person submitting disclosure documents, etc. prescribed in Article 172-12, paragraph (1) submitted, provided or publicly announced the fake disclosure documentsprovides or discloses information on the issuer, etc. that contains a falsehood, etc. prescribed in that paragraph, the Prime Minister may not issue a decision on the commencement ofto commence trial procedures concerning based on the facts specified occurrence of the fact set forth in paragraph (1), item (xi)-2 related to in connection with that information on the relevant fake disclosure documentsissuer, etc. that contains a falsehood, etc.

Once fiveWhen seven years have elapsed sincefrom the day on which the violation set forth when a person submitting disclosure documents, etc. prescribed in Article 173172-12, paragraph (1) ends, submitted, provided or publicly announced the fake disclosure documents, etc. prescribed in that paragraph, the Prime Minister may not issue a decision to commence trial procedures based on the occurrencecommencement of the fact set forth trial procedures concerning the facts specified in paragraph (1), item (xii) in connection with that violationxi)-2 related to the relevant fake disclosure documents, etc.

Once five years have elapsed since the day on which the violation prescribed in Article 174173, paragraph (1) ends, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xiiixii) in connection with that violation.

Once five years have elapsed since the day on which the violation prescribed in Article 174-2174, paragraph (1) ends, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xivxiii) in connection with that violation.

Once five years have elapsed since the day on which a violation prescribed in Article 174-3174-2, paragraph (1) ends, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xvxiv) in connection with that violation.

Once five years have elapsed since the day on which a purchase and sale, etc. prescribedthe violation set forth in Article 166174-3, paragraph (1) is conductedends, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xvixv) in connection with that purchase and sale, etcviolation.

Once five years have elapsed since the day on which a purchase, etc. of specified share certificates, etc. or related share certificates and sale, etc. prescribed in Article 167166, paragraph (1) or a sale, etc. of share certificates, etc. prescribed in that paragraph is madeconducted, the Prime Minister may not issue a decision to commence trial procedures based on the occurrence of the fact set forth in paragraph (1), item (xvi) in connection with that purchase, etc. or and sale, etc.

WhenOnce five years have elapsed fromsince the day when the violation on which a purchase, etc. of specified share certificates, etc. or related share certificates, etc. prescribed in Article 175-2167, paragraph (1) or (2) or the specified acta sale, etc. of providing informationshare certificates, etc. prescribed in paragraph (13) or (14) of that Article was conductedparagraph is made, the Prime Minister may not issue a decision on the commencement ofto commence trial procedures concerning based on the facts specified occurrence of the fact set forth in paragraph (1), item (xvii) related to the violation or the specified act of providing informationxvi) in connection with that purchase, etc. or sale, etc.

When five years have elapsed from the day when the violation prescribed in Article 175-2, paragraph (1) or (2) or the specified act of providing information, etc. prescribed in paragraph (13) or (14) of that Article was conducted, the Prime Minister may not issue a decision on the commencement of trial procedures concerning the facts specified in paragraph (1), item (xvii) related to the violation or the specified act of providing information, etc.

Trial procedures (other than the decision to commence trial procedures and a decision under Article 185-7, paragraph (1921)) are conducted by a panel composed of three trial examiners; provided, however, that in a simple case, the procedures are conducted by a single trial examiner.