Financial Instruments and Exchange Act

a certified public accountant or the audit corporation that, in the audit certification provided for in Article 193-226-3, paragraph (1) in connection with the securities registration statement, certifies a statement in the documents under the audit certification which is false or has been omitted, as not being false or as not having been omitted; and

the financial instruments business operator or registered financial institutiona specified non-financial information audit certification provider that concludes, in the wholesale underwriting contract with the issuer of specified non-financial information audit certification in connection with the securities subject to the public offering or with either person specified in registration statement, certifies specified non-financial information provided for in Article 26-4, paragraph (2), item (ii). that is subject to the specified non-financial information audit certification, in which a statement is false or has been omitted, as not being false or as not having been omitted; and

the financial instruments business operator or registered financial institution that concludes the wholesale underwriting contract with the issuer of the securities subject to the public offering or with either person specified in item (ii).

the person or firm specified in item (iv) of the preceding paragraph: it did not know, and, with respect to parts other than the part involving documents related to financial accounting provided for in Article 193-2, paragraph (1), inintentionally or negligently provide the exercise of reasonable care it could not have known,certification under that the statement was false or had been omitted.item; and

the person or firm specified in item (v) of the preceding paragraph: it did not know, and, with respect to parts other than the part involving the documents on financial accounting provided for in Article 26-3, paragraph (1) and the specified non-financial information provided for in Article 26-4, paragraph (2), item (ii) that is subject to the specified non-financial information audit certification, in the exercise of reasonable care it could not have known, that the statement was false or had been omitted.

The provisions of paragraph (1), items (i) and (ii), and item (i) ofIn the preceding paragraph apply mutatis mutandis if a prospectuscase 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 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 casesecurities registration statement, must not, in paragraph (1), the phrase "through the relevant public offering or secondary distribution"a case specified by Cabinet Office Order as one in which reasonableness is deemedfound to be replaced with "through the relevant public offering or secondary distribution after receipt ofensured in light of the process of consideration leading to that statement on the prospectus", the phrase "part of the company that submitted the securities registration statement" is deemed to, be replaced with "the company that prepared the prospectus", the phrase "at the time of submission" is deemed to be replaced with "at the timeconstrued as falling under a false statement solely because a fact differing from that statement becomes known or because of preparation", and the phrase "was submitted" is deemed to be replaced with "was prepared"any other circumstance specified by Cabinet Office Order.

The term "wholesale underwriting contract" as used in paragraph (1), provisions of paragraph (1) (limited to the portions pertaining to items (i) and (ii)), paragraph (2) (limited to the portion pertaining to item (iv) means one i)) and the preceding paragraph 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 the following contracts concluded on the occasion 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 paragraph (1), the phrase "through a public offering or secondary distribution " is deemed to be replaced with "through a public offering or secondary distribution after receipt of the prospectus"; in item (i) of that paragraph, the phrase "the company that submitted the securities: registration statement" is deemed to be replaced with "the company that prepared the prospectus", the phrase "at the time of submission" is deemed to be replaced with "at the time of preparation", and the phrase "was submitted" is deemed to be replaced with "was prepared"; and in the preceding paragraph, the phrase "the company that submitted the securities registration statement" is deemed to be replaced with "the company that prepared the prospectus".

a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them; or

a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder;

if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter themselves or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or holder and exercise them.

The term "wholesale underwriting contract" as used in paragraph (1), item (v) means one of the following contracts concluded on the occasion of a public offering or secondary distribution of securities:

a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them;

a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder; or

if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter itself or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or holder and exercise them.

If a document set forth in the items of Article 25, paragraph (1) (excluding items (iv) and (vii)) (hereinafter referred to as a "document" in this Article) (excluding paragraph (3))) 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, the person submitting the document is liable to compensate a person that, during the period the document is being made available for public inspection as required by Article 25, paragraph (1), acquires or disposes of securities of whichissued by the person submitting the document (excluding a document set forth in Article 25, paragraph (1), item (x)) or by a person whose parent company, etc. (meaning a parent company, etc. as defined by Article 24-7, paragraph (1)) is the person submitting the document (limited to a document set forth in Article 25, paragraph (1), item (x)) is the issuer, other than through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted (hereinafter collectively referred to as a "false statement, etc." in this Article), to an extent not exceeding the amount calculated in accordance with the rule provided in Article 19, paragraph (1); provided, however, that this does not apply if the person that acquires or disposes of the securities knows of the false statement, etc. at the time of the acquisition or disposal.

In the case referred to in the main clause of paragraph (1), if the fact that a false a statement, etc. in the relevant document is contained is disclosed, a person that has acquired the relevant securities within regarding information on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the one year prior toparticulars stated in the day of the disclosure ofdocuments set forth in the existenceitems of the false statement, etc. (hereinafter referredArticle 25, paragraph (1) (limited to as the "disclosure date" in this paragraphitems (i) through (iii), item (vi) and that continues to hold the securities on the disclosure date, may assert the amount calculated by deducting the average market value (or, if no market value exists,item (viii)), must not, in a case specified by Cabinet Office Order as one in which reasonableness is found to be ensured in light of the estimated disposal value; hereinafter the same applies in this paragraph) duringprocess of consideration leading to that statement on the part of the one month aftercompany that submitted the disclosure date from the average market value during one month prior to the disclosure date, to be the amount relevant document, be construed as falling under a false statement solely because a fact differing from that statement becomes known or because of damage arising from the document's false statement, etcany other circumstance specified by Cabinet Office Order.

The term "disclosure of In the case referred to in the existence main clause of paragraph (1), if the fact that a false statement, etc." as used in the preceding paragraph means relevant document is contained is disclosed, a person that has acquired the person submitting relevant securities within the document or a person that has statutory authority over one year prior to the day of the disclosure of the person submittingexistence of the document has taken measures false statement, etc. (hereinafter referred to putas the material particular that is required to be stated and that"disclosure date" in this paragraph) and that continues to hold the document's false statement, etc. concerns or securities on the disclosure date, may assert the amount calculated by deducting the material fact that is necessary to prevent average market value (or, if no market value exists, the document from being misleading estimated disposal value; hereinafter the same applies in connection with this paragraph) during the same, into a form that allows for a large number of persons one month after the disclosure date from the average market value during one month prior to learn of it through public inspection provided in Article 25, paragraph (1) or through other meansthe disclosure date, to be the amount of damage arising from the document's false statement, etc.

In the case referred to in paragraph (3), if the person that would be liable to compensate provesThe term "disclosure of the existence of a false statement, etc." as used in the preceding paragraph means that the whole person submitting the document or part of the damage sustained by a person that has statutory authority over the claimant was due to circumstances other thanbusiness or property of the person submitting the decline in the value of document has taken measures to put the securities material particular that could have arisen from is required to be stated and that the document's false statement, etc., concerns or the person material fact that is not liable fornecessary to prevent the whole or such part of document from being misleading in connection with the compensationsame, into a form that allows for a large number of persons to learn of it through public inspection provided in Article 25, paragraph (1) or through other means.

In athe case referred to in paragraph (3) other than one referred to in the preceding paragraph, if the court finds4), if the person that would be liable to compensate proves that the whole or part of the damage sustained by the claimant was due to circumstances other than the decline in the value of the securities that could have arisen from the document's false statement, etc., but that itthe person is extremely difficult to provenot liable for the amount of damage arising fromwhole or such other circumstances due to the nature, based on the entire import of oral arguments and the results of an examination of evidence, the court may determine an appropriate amount as the amountpart of damage for which the relevant person is not liable to compensatecompensation.

In a case referred to in paragraph (4) other than one referred to in the preceding paragraph, if the court finds that the whole or part of the damage sustained by the claimant was due to circumstances other than the decline in the value of the securities that could have arisen from the document's false statement, etc., but that it is extremely difficult to prove the amount of damage arising from such other circumstances due to the nature, based on the entire import of oral arguments and the results of an examination of evidence, the court may determine an appropriate amount as the amount of damage for which the relevant person is not liable to compensate.

If a securities registration statement contains a false statement regarding a material particular, omits a statement of a material particular that is required to be stated, or lacks a statement of material fact that is necessary to prevent it from being misleading, persons set forth in Article 21, paragraph (1), items (i) , (iii) and (iiiiv) are liable to compensate a person that, without knowing that the statement is false or has been omitted, acquires or disposes of securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted.

The provisions of Article 21, paragraph (2), (limited to the portions pertaining to items (i) and (iithrough (iii)) apply mutatis mutandis to a person that would be liable for the compensation set forth in the preceding paragraph.

In the case referred to in paragraph (1), a statement regarding information on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in a securities registration statement, 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 person that submitted the securities registration statement, 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.

With regard to the application of Article 7, Articles 9 through 11, Articles 17 through 21, Article 22, and the preceding Article if a statement to which Article 5, paragraph (4) is applicable or an amended statement in connection with such a statement is submitted, or if a prospectus to which Article 13, paragraph (3) is applicable is prepared, in Article 7, paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (13)" is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (13) (including the reference documents for the statement, if it is one to which Article 5, paragraph (4) is applicable (including as applied mutatis mutandis pursuant to Article 5, paragraph (5); the same applies in Articles 9 through 11); the same applies in this paragraph)"; in Article 9, paragraph (1), the phrase "a statement or other document under Article 5, paragraph (1) or paragraph (13) or Article 7, paragraph (1)" is deemed to be replaced with "a statement or other document under Article 5, paragraph (1) or paragraph (13) or Article 7, paragraph (1) (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), which has been submitted in connection with such a statement)"; in Article 10, paragraph (1), the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), paragraph (1) of the preceding Article or this paragraph which has been submitted in connection with such a statement)"; in Article 10, paragraph (4), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 11, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or paragraph (1) of the preceding Article which has been submitted in connection with such a statement) contains"; in Article 11, paragraph (2), the term "amended statement" is deemed to be replaced with "amended statement (including the reference documents for the amended statement, if it is connected with a statement to which Article 5, paragraph (4) is applicable)"; in Article 17, the term "phrase "a prospectus referred to in Article 13, paragraph (1)" is deemed to be replaced with "a prospectus (referred to in Article 13, paragraph (1) (including the reference documents for the prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 18, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 18, paragraph (2), the phrase "a securities registration statement" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)"; in Article 18, paragraph (3), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 19, paragraph (2) and Article 20, item (i), the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)" and the term "prospectus" is deemed to be replaced with "prospectus (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable)"; in Article 21, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 21, paragraph (3), the phrase "a securities registration statement" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)"; in Article 21, paragraph (4), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (or a prospectus and the reference documents for that prospectus, if it is a prospectus to which Article 13, paragraph (3) is applicable) contains"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement) contains"; in Article 22, paragraph (3), the phrase "a securities registration statement" is deemed to be replaced with "a securities registration statement (or a securities registration statement and the reference documents for that securities registration statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)"; and in paragraph (1) of the preceding Article, the term "securities registration statement" is deemed to be replaced with "securities registration statement (including the reference documents for the statement or amended statement, if it is a statement to which Article 5, paragraph (4) is applicable or an amended statement under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1) which has been submitted in connection with such a statement)".

If an issuer of securities that is planning a public offering or secondary distribution satisfies the requirements specified in Article 5, paragraph (4) and the total issue value or the total distribution value of the securities for which the issuer is planning the public offering or secondary distribution (hereinafter referred to as the "planned amount of issuance") is 100500 million yen or more (if the securities for which the issuer is planning the public offering or secondary distribution are share option certificates, this includes when the amount calculated by adding the total amount to be paid in upon the exercise of share options under those share option certificates to the planned amount of issuance is 100500 million yen or more), the issuer of securities may register that public offering or secondary distribution of securities by submitting a document that, pursuant to the provisions of Cabinet Office Order, states the particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, including the period for which the issuer is planning the public offering or secondary distribution of the securities (hereinafter referred to as the "planned issuance period"), the class of the securities, the planned amount of issuance or the maximum outstanding balance, and the names of the principal financial instruments business operators or registered financial institutions that plan to underwrite the securities (such document is hereinafter referred to as a "shelf registration statement") to the Prime Minister; provided, however, that this does not apply if the issuer is planning a secondary distribution of securities that have been the subject of a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that fell under the category of an exclusive solicitation to qualified institutional investors set forth in Article 23-13, paragraph (1) (limited to an exclusive solicitation to qualified institutional investors to which the main clause of Article 23-13, paragraph (1) is applicable) (excluding a case in which disclosure has been made with regard to the securities), a secondary distribution of securities for professional investors , etc. (excluding a case in which disclosure has been made with regard to the securities), or a secondary distribution of securities that have been the subject of a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that fell under the category of a solicitation to a small number of investors set forth in Article 23-13, paragraph (46) (limited to a solicitation to a small number of investors to which the main clause of Article 23-13, paragraph (46) is applicable) (excluding a case in which disclosure has been made with regard to the securities).

It is prohibited for an issuera shelf registrant, person that engages in the secondary distribution of securities, underwriter, financial instruments business operator, registered financial institution or financial instruments intermediary service provider, or financial service intermediary to cause securities whose public offerings or secondary distributions have been registered in advance through a shelf registration to be acquired through public offerings or secondary distributions, or to sell such securities through public offerings or secondary distributions, unless the shelf registration has come into effect and a document stating the total issue value or total distribution value, conditions of issuance or distribution of the securities, and any other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as "shelf registration supplement") has been submitted to the Prime Minister for each public offering or secondary distribution, pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply to public offerings or secondary distributions specified by Cabinet Office Order if the total issue value or total distribution value of each public offering or secondary distribution is less than 100500 million yen.

The provisions of Article 4, paragraphs (5) and (6) apply mutatis mutandis to a public offering or secondary distribution of securities to which the proviso to paragraph (1) is applicable. In this case, in Article 4, paragraph (5), the phrase "in a specified public offering" is deemed to be replaced with "in a public offering or secondary distribution" and the phrase "apply to the relevant specified public offering" is deemed to be replaced with "apply to the relevant public offering or secondary distribution"; and in Article 4, paragraph (6), the phrase "the securities in the specified public offering, etc." is deemed to be replaced with "the relevant securities", the phrase "the specified public offering, etc. begins" is deemed to be replaced with "the public offering or secondary distribution begins", the phrase "a written notice of the specified public offering, etc." is deemed to be replaced with "a written notice of the public offering or secondary distribution", and the phrase "a secondary distribution of securities 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),that item (iii) conducted by a person other than the issuer of the relevant securities or a person specified by Cabinet Office Order, nor to a Publicpublic offering or secondary distribution of securities as set forth in item (v) of that paragraphparagraph (1), item (iv) whose total issue value" is deemed to be replaced with "a public offering or secondary distribution whose total issue value".

The provisions of Articles 17 through 21, Article 22, and Article 23 apply mutatis mutandis to a public offering or secondary distribution of securities for which a shelf registration is filed. In this case, in Article 17, the phrase "prospectus referred to in Article 13, paragraph (1)" is deemed to be replaced with "prospectus referred to in Article 13, paragraph (1) as applied mutatis mutandis pursuant to Article 23-12, paragraph (2) (including reference documents referenced therein)"; in Article 18, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "shelf registration documents, an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) or Article 23-10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5)) (hereinafter referred to as an 'amended shelf registration statement'), shelf registration supplements and accompanying documents, or reference documents for any of these documents (hereinafter referred to as 'shelf registration documents, etc.') contain", the phrase "the securities registration statement" is deemed to be replaced with "shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these", ; in Article 18, paragraph (2), the phrase "a prospectus referred securities registration statement" is deemed to be replaced with "shelf registration documents, etc." and the phrase "the securities registration statement" is deemed to be replaced with "shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; in Article 1318, paragraph (1) contains" 3), the phrase "a prospectus referred to in Article 1813, paragraph (2) 1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (including reference documents for that prospectus) contains"; in Article 19, paragraph (2), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc." and the phrase "the prospectus" is deemed to be replaced with "the prospectus (including reference documents for that prospectus)"; in Article 20, item (i), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc.", and the phrase "the prospectus containsincludes" is deemed to be replaced with "the prospectus (including reference documents for that prospectus) contains", the phrase "Article 10, paragraph (1) or Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)", andincludes"; in item (ii) of that Article, the phrase "from the time when the notification under the provisions of Article 4, paragraphs (1) through (3) for the relevant public offering or secondary distribution of the securities comes into effectbecomes effective" is deemed to be replaced with "from the time when the shelf registration supplements are submitted for a has come into effect and the shelf registration that has supplements for it have been filed forsubmitted", and the relevant public offering phrase "Article 10, paragraph (1) or secondary distribution and has already come into effect"Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)"; in the non-itemized part of Article 21, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "shelf registration documents, etc. contain"; in Article 21, paragraph (1), items (i) , (iii) and (iiiiv), the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; in Article 21, paragraph (3), the phrase "a securities registration statement" is deemed to be replaced with "shelf registration documents, etc." and the phrase "the securities registration statement" is deemed to be replaced with "shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; in Article 21, paragraph (4), the phrase "a prospectus referred to in Article 13, paragraph (1) contains" is deemed to be replaced with "a prospectus referred to in Article 13, paragraph (1) (including reference documents for that prospectus) contains"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "the shelf registration documents, etc. contain" and the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; in Article 22, paragraph (3), the phrase "a securities registration statement" is deemed to be replaced with "the shelf registration documents, etc." and the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, amended shelf registration statement, shelf registration supplements, or accompanying documents for any of these"; and in Article 23, the phrase "a notification under Article 4, paragraphs (1) through (3) for a public offering or secondary distribution of securities having been made and having come into effect" is deemed to be replaced with "a shelf registration having come into effect and shelf registration supplements for it having been submitted (or, for a public offering or secondary distribution of securities referred to in Article 23-8, paragraph (2), based on the shelf registration for it having come into effect)", the phrase "Article 10, paragraph (1) or Article 11, paragraph (1)" is deemed to be replaced with "Article 23-10, paragraph (3) or Article 23-11, paragraph (1)", the phrase "the securities registration statement" is deemed to be replaced with "the shelf registration documents, etc."; and the term "the notification" is deemed to be replaced with "the shelf registration".

The provisions of paragraphs (2) and (3) and the provisions of Article 17, Article 18, paragraph (23) and Article 21, paragraph (34) as applied mutatis mutandis pursuant to the preceding paragraph do not apply to securities referred to in Article 23-8, paragraph (2).

A person that issues a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities which falls under a case set forth in the following items (in item (ii), limited to a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to the provisions of Article 2, paragraph (3), item (i), and in a case set forth in item (iv), limited to a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to paragraph (4), item (i) of that Article; hereinafter collectively referred to as "exclusive solicitation to qualified institutional investors" in this Article), must notify the solicited persons that the exclusive solicitation to qualified institutional investors falls under any of the following cases and that therefore the notification under Article 4, paragraph (1) has not been made for the exclusive solicitation to qualified institutional investors, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the exclusive solicitation to qualified institutional investors nor does it apply to a case specified by Cabinet Office Order that constitutes an exclusive solicitation to qualified institutional investors with a total issue value or transfer value of less than 100500 million yen:

a case set forth in Article 2, paragraph (3), item (ii), (cd) (but only if it comes to no longer fall under the category of 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);

a case set forth in Article 2, paragraph (4), item (ii), (cd) (but only if it comes to no longer fall under the category of 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 solicitation for acquisition only for professional investors , etc. or a solicitation for selling, etc. only for professional investors, etc.:that a notification under Article 4, paragraph (1) has not been given for the solicitation for acquisition only for professional investors , etc. or solicitation for selling, etc. only for professional investors, etc., and any other particular specified by Cabinet Office Order; and

solicitation with a view to delivering existing securities which is connected with securities for professional investors , etc. and which does not fall under the category of either a solicitation for selling, etc. only for professional investors , etc. or a general solicitation , etc. involving securities acquired by a professional investor , etc. (limited to those to which the main clause of Article 4, paragraph (3) is applicable):that the solicitation does not fall under a case in which disclosure has been made in connection with the securities for professional investors, etc., and any other particular specified by Cabinet Office Order.

A person that issues a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that falls under a case set forth in any of the following items for the class of securities set forth in the relevant item (excluding a case that falls under the category of a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities for the securities set forth in Article 2, paragraph (13), item (ix) or those specified by Cabinet Order, and in the case set forth in item (iii), (c) or paragraph (4), (a) or (bitem (ii), exclusive solicitation to qualified institutional investors is excluded; (c) of that Article (hereinafter collectively referred to as thea "solicitation to a small number of investorsofficers, etc." in this Articleparagraph and the following paragraph) must notify the solicited persons that the solicitation with a view to issuing new securitiesofficers, etc. falls under a case any of the cases set forth in any of the following items (forparagraph (3), item (iii), (ac) or (bparagraph (4), this excludes a case in which the solicitation to a small number of investors falls under the category of an exclusive solicitation to qualified institutional investors) for the classitem (ii), (c) of securities set forth in the relevant itemthat Article and that therefore the notification under Article 4, paragraph (1) has not been given for the solicitation with a view to issuing new securitiesofficers, etc., and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the relevant solicitation to a small number of investorsofficers, etc., nor does it apply into a case specified by Cabinet Office Order that constitutes a solicitation to a small number of investorsofficers, etc. with a total issue value or transfer value of less than 100500 million yen:.

the paragraph (1) securities: any of the following cases:

one that falls under Article 2, paragraph (3), item (ii), (c);

one that falls under Article 2, paragraph (4), item (ii), (c);

one that falls under Article 2-3, paragraph (4), item (ii), (b);

one that falls under Article 2-3, paragraph (5), item (ii), (b);

the paragraph (2) securities: any of the following cases:

one that does not fall under the category of cases set forth in Article 2, paragraph (3), item (iii);

one that does not fall under the category of cases set forth in Article 2-3, paragraph (4), item (iii).

If a person that issues a solicitation to a small number of investorsofficers, etc. to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells the same through the solicitation to a small number of investorsofficers, etc., such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.

A person that issues a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities that falls under a case set forth in any of the following items for the class of securities set forth in the relevant item (excluding a case that falls under the category of a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities for the securities set forth in Article 2, paragraph (1), item (ix) or those specified by Cabinet Order, and in the case set forth in item (i), (a) or (b), exclusive solicitation to qualified institutional investors is excluded; hereinafter collectively referred to as the "solicitation to a small number of investors" in this Article) must notify the solicited persons that the solicitation to a small number of investors falls under a case set forth in any of the following items (for item (i), (a) or (b), this excludes a case in which the solicitation to a small number of investors falls under the category of an exclusive solicitation to qualified institutional investors) for the class of securities set forth in the relevant item and therefore the notification under Article 4, paragraph (1) has not been given for the solicitation to a small number of investors, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the relevant solicitation to a small number of investors, nor does it apply in a case specified by Cabinet Office Order that constitutes a solicitation to a small number of investors with a total issue value or transfer value of less than 500 million yen:

the paragraph (1) securities: any of the following cases:

one that falls under Article 2, paragraph (3), item (ii), (d);

one that falls under Article 2, paragraph (4), item (ii), (d);

one that falls under Article 2-3, paragraph (4), item (ii), (b);

one that falls under Article 2-3, paragraph (5), item (ii), (b);

the paragraph (2) securities: any of the following cases:

one that does not fall under the category of cases set forth in Article 2, paragraph (3), item (iii);

one that does not fall under the category of cases set forth in Article 2-3, paragraph (4), item (iii).

If a person that issues a solicitation to a small number of investors to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells the same through the solicitation to a small number of investors, such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.