Financial Instruments and Exchange Act

If securities issued by a company (excluding regulated securities; hereinafter the same applies in this Article, except in the following items) fall under any of the categories set forth in the following items, the company that is the issuer of the securities must submit, for each business year, a report stating the trade name of the company, the financial condition of the corporate group to which the company belongs and the company's own financial condition, the status of initiatives to address issues in business activities, such as climate change, that may affect future finance or fund procurement and indicators related thereto, other material particulars of the company's business, and other particulars specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (hereinafter referred to as an "annual securities report") to the Prime Minister, within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company, pursuant to the provisions of Cabinet Office Order; provided however, that this does not apply if the securities issued by the company fall under the category of securities specified in item (iii) below (limited to share certificates and other securities specified by Cabinet Order) and the numbers of holders of the securities on the last day of that business year and on the last days of each of the business years that began within four years before the day on which the relevant business year began are smaller than the number calculated pursuant to the provisions of Cabinet Order, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection (limited to a company that has already had five years elapse since the end of the first year of report submission (meaning the business year that includes the day on which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) became applicable to the public offering or secondary distribution of securities, and if there are two or more first years of report submission, this means the most recent one)); nor does it apply if the securities issued by the company fall under the category of Securitiessecurities specified in item (iv) below, and the stated capital of the company is less than 500 million yen on the last day of that business year (or, if the securities are rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be Securitiessecurities pursuant to Article 2, paragraph (2), and the amount that is specified by Cabinet Order as the amount of assets is less than the amount specified by Cabinet Order on the last day of that business year) or the number of holders of the securities on the last day of that business year is smaller than the number specified by Cabinet Order; nor does it apply if the securities issued by the company fall under the category of securities specified in item (iii) or (iv) below, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection:

The provisions of the preceding paragraphs apply mutatis mutandis if regulated securities issued by a company fall under a category specified in an item of paragraph (1). In this case, in the main clause of paragraph (1), the phrase "the company that is the issuer of the securities" is deemed to be replaced with "the company that is the issuer of the securities (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "excluding regulated securities" is deemed to be replaced with "limited to regulated securities", the phrase "the trade name of the company, the financial condition of the corporate group to which the company belongs and the company's own financial condition, the status of initiatives to address issues in business activities, such as climate change, that may affect future finance or fund procurement and indicators related thereto, other material particulars of the company's business" is deemed to be replaced with "the status of the company's asset accounting in connection with asset management and other similar business conducted by the company, other material particulars of the company's assets", the phrase "for each business year" is deemed to be replaced with "for each of the periods of time specified by Cabinet Office Order for the regulated securities (hereinafter referred to as a "'specified period"' in this Article)", and the phrase "that business year" is deemed to be replaced with "that specified period"; in the proviso to that paragraph, the phrase "this does not apply if the securities issued by the company fall under the category of securities specified in item (iii) below (limited to share certificates and other securities specified by Cabinet Order) and the numbers of holders of the securities on the last day of that business year and on the last days of each of the business years that began within four years before the day on which that business year began are smaller than the number calculated pursuant to the provisions of Cabinet Order, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection (limited to a company that has already had five years elapse since the end of the first year of report submission (meaning the business year that includes the day on which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) became applicable to the public offering or secondary distribution of securities, and if there are two or more first years of report submission, this means the most recent one)); nor does it apply if the securities issued by the company fall under the category of securities specified in item (iv) below" is deemed to be replaced with "this does not apply if the regulated securities issued by the company fall under the category of securities specified in item (iv) below" and the phrase "or the number of holders of the securities on the last day of that business year is smaller than the number specified by Cabinet Order; nor" is deemed to be replaced with "; nor"; in paragraph (1), item (iv), the phrase "share certificates, rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" is deemed to be replaced with "rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" and the phrase "for which the number of holders on the last day of the relevant business year or on the last day of any of the business years that began within four years before the day on which the relevant business year began is at least the number specified by Cabinet Order (or, for rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be securities pursuant to Article 2, paragraph (2), if the number of holders on the last day of the relevant business year is at least the number specified by Cabinet Order)" is deemed to be replaced with "for which the number of holders on the last day of the relevant specified period is at least the number specified by Cabinet Order"; in paragraph (2), the phrase "securities that fall" is deemed to be replaced with "regulated securities that fall"; in paragraph (3), the phrase "the main clause of paragraph (1)" is deemed to be replaced with "the main clause of paragraph (1) as applied mutatis mutandis pursuant to paragraph (5)", the phrase "issuer" is deemed to be replaced with "issuer (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "securities" is deemed to be replaced with "regulated securities", the phrase "the day on which the securities came to fall under" is deemed to be replaced with "the day on which the regulated securities came to fall under", and the phrase "business year" is deemed to be replaced with "specified period"; and any other necessary technical replacement of terms is specified by Cabinet Order.

In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of an annual securities report under paragraph (1) and the documents that are required to accompany it pursuant to paragraph (6) (hereinafter collectively referred to as an "annual securities report, etc." in this Article), a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a "reporting foreign company") may submit a document for which foreign disclosure is made, that is similar to an annual securities report, etc., and that is prepared in English (such a document is hereinafter referred to as a "foreign company report" in this ChapterSection).

The provisions of Article 22 (excluding paragraph (3)) apply mutatis mutandis if an internal control report (including any accompanying documentamended report in connection with this) 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 Article 22, paragraph (1), the phrase ", (iii) and (iv)" is deemed to be replaced with "and (iii)", the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the internal control report (including any amended report in connection with this)", and in paragraph (2) of that Article, the phrase "through (iii)" is deemed to be replaced with "and (ii)", and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to semiannual securities reports and extraordinary reports, and the provisions of Article 22 apply mutatis mutandis if a semiannual securities report, extraordinary report, or any amended report in connection with either of these 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 Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a semiannual securities report (meaning a semiannual securities report as set forth in Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5, paragraph (3)); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) or an extraordinary report (meaning an extraordinary report as set forth in Article 24-5, paragraph (4); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1), the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the semiannual securities report or extraordinary report" and the phrase "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the semiannual securities report or extraordinary report"; in Article 10, paragraph (1), the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase ", (iii) and (iv)" is deemed to be replaced with "and (iii)", the phrase "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is false or has been omitted, acquires securities issued by the person submitting the semiannual securities report or extraordinary report, or any amended report in connection with these"; and in Article 22, paragraph (2), the phrase "the preceding paragraphthrough (iii)" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-5, paragraph (5and (ii)".

The provisions of Article 7, paragraph (1), Article 9, paragraph (1), and Article 10, paragraph (1) apply mutatis mutandis to a report set forth in the preceding paragraph (hereinafter referred to as a "report on repurchase"), and the provisions of Article 22 (excluding paragraph (3)) apply mutatis mutandis if a report on repurchase 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 Article 7, paragraph (1), the phrase "If, on or after the day on which a notification under Article 4, paragraphs (1) through (3) is filed and before the day on which that notification comes into effect, a material particular that is required to be stated in a statement or other document under Article 5, paragraph (1) or paragraph (13) changes" is deemed to be replaced with "If a material particular that is required to be stated in a report on repurchase (meaning a report set forth in Article 24-6, paragraph (1); hereinafter the same applies in this Article, Article 9, paragraph (1), Article 10, paragraph (1), and Article 22) changes", the phrase "the person filing the notification" is deemed to be replaced with "the person submitting the report on repurchase", and the term "amended statement" is deemed to be replaced with "amended report"; in Article 9, paragraph (1) the phrase "the person that submitted it" is deemed to be replaced with "the person that submitted the report on repurchase" and the term "amended statement" is deemed to be replaced with "amended report"; in Article 10, paragraph (1), the phrase "the person submitting the securities registration statement" is deemed to be replaced with "the person submitting the report on repurchase" and the phrase "to submit an amended statement, and if the Prime Minister finds it to be necessary, the Prime Minister may order the suspension of the validity of a notification under Article 4, paragraphs (1) through (3)" is deemed to be replaced with "to submit an amended report"; in Article 22, paragraph (1), the phrase "persons set forth in Article 21, paragraph (1), items (i) , (iii) and (iiiiv)" is deemed to be replaced with "person that, at the time of submission of the report on repurchase, is an officer of the issuer that submitted that report", and the phrase "a person that, without knowing that the statement is falseacquires or has been omitted, acquiresdisposes of securities issued by the person submitting the securities registration statement other than through a public offering or secondary distribution" is deemed to be replaced with "a person that, without knowing that the statement is falseacquires or has been omitted, acquiresdisposes of securities issued by the person submitting the report on repurchase"; and in Article 22, paragraph (2), the phrase "Article 21, paragraph (2), items (i) and (iithrough (iii)" is deemed to be replaced with "Article 21, paragraph (2), item (i)" and the phrase "the preceding paragraph" is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 24-6, paragraph (2)".

The Prime Minister must make the documents set forth in each of the following items (hereinafter referred to as "public documents" in this Article and Article 26, paragraph (1) of the following Article) available for public inspection pursuant to the provisions of Cabinet Office Order, for the period specified in the relevant item from the day on which the Prime Minister receives the public document (or for an amended statement, amended shelf registration statement, amended report, or amended confirmation letter set forth in any of the following items, the period specified in the relevant item from the day on which the Prime Minister receives the statement and accompanying documents under Article 5, paragraphs (1) and (13), the shelf registration statement and accompanying documents, annual securities report and accompanying documents, confirmation letter, internal control report and accompanying documents, semiannual securities report, extraordinary report, report on repurchase, or parent company, etc. status report subject to that amendment; for a shelf registration supplement and accompanying documents set forth in item (ii), the period specified in the relevant item from the day on which the Prime Minister receives the shelf registration statement and accompanying documents for the shelf registration under that shelf registration supplement; and for a confirmation letter set forth in item (iv) or (vii) (but only if the subject of the confirmation letter is an amended report connected with an annual securities report and accompanying documents or an amended report connected with a semiannual securities report), the period specified in the relevant item from the day on which the Prime Minister receives the annual securities report and accompanying documents or semiannual securities report that is subject to that amendment):

When a written notice prescribed in Article 4, paragraph (6) (including as applied mutatis mutandis pursuant to Article 23-8, paragraph (4)) (limited to a written notice pertaining to a public offering or secondary distribution of securities that is specified by Cabinet Office Order and whose total issue value or total distribution value is less than 500 million yen; hereinafter the same applies in this paragraph) is submitted to the Prime Minister, the Prime Minister must, pursuant to the provisions of Cabinet Office Order, make the written notice available for public inspection until the day on which one year elapses from the day on which the written notice was received.

If the issuer of securities that has submitted the written notice prescribed in the preceding paragraph applies to the Prime Minister for part of the written notice not to be made available for public inspection because of the need to maintain business secrecy, and the Prime Minister approves the application, that part is not to be made available for public inspection, notwithstanding the provisions of that paragraph.

Section 2 Audit Certification, etc. of Registration Statements, etc.

A balance sheet, profit and loss statement, or other documents related to financial accounting to be stated in a statement under Article 5, paragraph (1) (including its amended statement), an annual securities report (including its amended report), or any other document specified by Cabinet Office Order must be prepared in conformity with the terms, forms, and preparation methods that the Prime Minister prescribes in Cabinet Office Order in accordance with the manner generally accepted as fair and proper.

A With regard to a balance sheet, profit and loss statement, or other documents related toon financial accounting specified by Cabinet Office Order, which is submitted pursuant to that are stated in a securities registration statement under Article 5, paragraph (1) as prescribed in the provisions of this Act by a company issuingpreceding Article (including its amended statement), an annual securities listed on a financial instruments exchangereport (including its amended report), or any other persondocument specified by Cabinet Office Order (the issuing , which are submitted by a company that is an issuer of securities set forth in Article 24, paragraph (1), item (i), or any other person is , specified by Cabinet Order (referred to as thea "specified issuer" in this paragraph and the following , Article 26-5, paragraph (6), and Article 26-41; and the document isdocuments are referred to as a "documents on financial accounting" in paragraphparagraphs (4) and the following (7) and in Article) require an 26-41, paragraph (1) and paragraph (2), item (i)), audit certification by must be received from a certified public accountant (including a foreign certified public accountant prescribed in Article 16-2, paragraph (5) of the Certified Public Accountants Act (Act No. 103 of 1948); the same applies hereinafter in this Article, Article 26-41, and Article 43-2, paragraph (3)) or audit corporation (if the specified issuer is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountantsthat Act, it is limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in the company orthat person; provided, however, that the above does not apply in the following cases:

An internal control report that thea company issuingthat is an issuer of securities listed on a financial instruments exchange or any other person specified by Cabinet Order (referred to as a "listed company, etc." in this paragraph) submits pursuant to the provisions of Article 24-4-4 must receive audit certification by a certified public accountant or an audit corporation (if the listed company, etc. is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountants Act, limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in that company or person; provided, however, that this does not apply in the following cases:

The audit certification referred to in paragraphs (1) and (2) must be done in accordance with the criteria and procedures specified by Cabinet Office Order.

If a certified public accountant or audit corporation conducts an audit certification for a documentdocuments on financial accounting provided for in paragraph (1) or for an internal control report provided for in paragraph (2), and the audit certification falls under the provisions of Article 30 or Article 34-21, paragraph (2), item (i) or (ii) of the Certified Public Accountants Act, or is otherwise wrongful, the Prime Minister may issue a decision not to accept all or part of any securities registration statement under Article 5, paragraph (1) (including any amended statement in connection with the same), annual securities report (including any amended report in connection with the same), or internal control report (including any amended report in connection with the same) connected with an audit certification by that certified public accountant or audit corporation, which is submitted within a fixed period of no longer than one year. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

Specified non-financial information to be stated in a covered disclosure document submitted by a specified submitter prescribed in paragraph (1) of the following Article or any other person specified by Cabinet Order must be prepared in accordance with the standards for preparation specified by Cabinet Office Order as being generally accepted as fair and proper.

In this Article, the meanings of the terms set forth in the following items are as prescribed respectively in those items.

Covered disclosure document: a securities registration statement under Article 5, paragraph (1) (including its amended statement), an annual securities report under Article 24, paragraph (1) (including its amended report), or any other document specified by Cabinet Office Order; and

Specified non-financial information: information on matters specified by Cabinet Office Order as matters concerning the status of efforts to address challenges in business activities, such as climate change, that may affect future finance or fund procurement, and indicators related thereto.

With regard to the specified non-financial information prescribed in paragraph (2), item (ii) of the preceding Article (excluding information specified by Cabinet Office Order as being unlikely to affect investors' investment decisions) that is stated in a covered disclosure document (meaning the covered disclosure document prescribed in paragraph (2), item (i) of the preceding Article; the same applies hereinafter) submitted by a company specified by Cabinet Order from among companies that are issuers of securities set forth in Article 24, paragraph (1), item (i) (referred to as a "specified submitter" in this Chapter and Chapter VI-2), audit certification must be received from a specified non-financial information audit certification provider that has no special interest in that person; provided, however, that this does not apply if approval of the Prime Minister has been obtained, as prescribed by Cabinet Office Order, that, even if the company does not receive audit certification, this does not damage the public interest or result in insufficient investor protection.

The special interest referred to in the preceding paragraph means any of the relationships set forth in the following items that a specified non-financial information audit certification provider has with a specified submitter.

a relationship in which a specified non-financial information audit certification provider owns shares of a specified submitter or has made a capital contribution to a specified submitter;

a relationship in which a specified submitter owns shares of a specified non-financial information audit certification provider or has made a capital contribution to a specified non-financial information audit certification provider;

a relationship in which an officer or person in charge of business execution (meaning a person in charge of business execution prescribed in Article 26-7, paragraph (1), item (iv); the same applies hereinafter in this paragraph) of a specified non-financial information audit certification provider is an officer of a specified submitter or a person with responsibility for the work of preparing specified non-financial information (meaning the specified non-financial information prescribed in paragraph (2), item (ii) of the preceding Article; the same applies hereinafter except in paragraph (4)), or was any of those persons within the past one year;

a relationship in which a person who was involved as a person in charge of business execution in the specified non-financial information audit certification received by a specified submitter has become an officer of the specified submitter, or of a person specified by Cabinet Office Order as one that has a close relationship with the specified submitter, such as another company a majority of whose voting rights the specified submitter owns (referred to as a "subsidiary company, etc." in Article 26-18), within the business year pertaining to the covered disclosure document in which the specified non-financial information pertaining to that specified non-financial information audit certification is stated (in the case of a securities registration statement under Article 5, paragraph (1) (including its amended statement), the business year pertaining to the documents on financial accounting to be stated therein; the same applies in Article 26-18, Article 172-4-2, paragraph (1), item (i), and Article 185-7, paragraphs (8) and (9)) or the following business year (referred to as the "business year of involvement" in this item) (limited to within the period of that business year of involvement);

a relationship in which a specified non-financial information audit certification provider (including its officers or persons in charge of business execution), or a juridical person or other organization having a relationship specified by Cabinet Office Order as one recognized as being substantially controlled by that specified non-financial information audit certification provider, continuously receives remuneration from a specified submitter for work related to the preparation of the specified non-financial information to be stated in a covered disclosure document or other work specified by Cabinet Office Order; or

in addition to those set forth in the preceding items, a relationship specified by Cabinet Order as one for which it is necessary and appropriate to impose a restriction on services in order to ensure the fairness of the audit certification referred to in the preceding paragraph.

The audit certification referred to in paragraph (1) must be done in accordance with the criteria and procedures specified by Cabinet Office Order.

If a specified non-financial information audit certification provider conducts an audit certification of the specified non-financial information prescribed in paragraph (1) that is stated in a covered disclosure document, and the audit certification falls under the provisions of Article 26-24, paragraph (1), item (i) or (ii), or is otherwise wrongful, the Prime Minister may issue a decision not to accept all or part of any covered disclosure document connected with an audit certification by that specified non-financial information audit certification provider, which is submitted within a fixed period of no longer than one year. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

If the Prime Minister has issued a decision under the preceding paragraph, the Prime Minister must give notice to that effect to the specified non-financial information audit certification provider concerned and make it public.

A company that is a specified issuer but not a specified submitter may voluntarily receive the audit certification referred to in paragraph (1) with regard to the specified non-financial information stated in a covered disclosure document it submits. In such a case, a company that is a specified issuer but not a specified submitter is deemed to be a specified submitter, and the provisions of this Chapter and the provisions of Chapter VI-2 and Chapter VIII relating thereto apply.

Section 3 Specified Non-Financial Information Audit Certification Providers, etc.

Subsection 1 General Provisions

A juridical person that engages in the specified non-financial information audit certification business may be registered by the Prime Minister.

A juridical person seeking the registration referred to in the preceding Article must submit a written application for registration to the Prime Minister, in which it states the following particulars:

trade name or name;

the amount of stated capital or the total amount of contributions (in the case of a foreign corporation, the amount of stated capital or the total amount of contributions and the amount of brought-in capital (meaning, of the assets corresponding to the stated capital, those brought into Japan; the same applies hereinafter));

the full names or names of officers (including, in the case of a foreign corporation, its domestic representative; the same applies hereinafter in this Section);

the full names of persons in charge of business execution (meaning, of the officers or employees of the juridical person, persons in charge of the execution of business pertaining to specified non-financial information audit certification; the same applies hereinafter in this Section);

the names and locations of the principal business office or office (in the case of a foreign corporation, the principal business office or office and the principal business office or office in Japan);

the names and locations of the business offices or offices at which the specified non-financial information audit certification business is conducted;

if the person engages in other business, the business type; and

other particulars specified by Cabinet Office Order.

The following documents must accompany the written application for registration referred to in the preceding paragraph:

a written pledge that the applicant does not fall under any item of Article 26-9 (excluding item (i), items (iii) through (v), and item (x) (limited to the portion pertaining to (d)));

a document stating the particulars specified by Cabinet Office Order as the content and method of the operations of the specified non-financial information audit certification business;

the articles of incorporation and the certificate of registered information of the juridical person (including those equivalent thereto);

a document stating the particulars specified by Cabinet Office Order as necessary for confirming that a person in charge of business execution meets the standards specified by Cabinet Office Order prescribed in Article 26-9, item (x), (d); and

other documents specified by Cabinet Office Order.

In the case where the documents set forth in item (iii) of the preceding paragraph are attached, if the articles of incorporation have been prepared as an electronic or magnetic record, an electronic or magnetic record (limited to that specified by Cabinet Office Order) may be attached in lieu of the documents.

The calculation of the amount of brought-in capital is as specified by Cabinet Order.

When an application is filed for the registration referred to in Article 26-6, unless the Prime Minister refuses the registration pursuant to the provisions of the following Article, the Prime Minister must register the following particulars in the register of specified non-financial information audit certification providers:

the particulars set forth in the items of paragraph (1) of the preceding Article; and

the date of registration and registration number.

The Prime Minister must make the register of specified non-financial information audit certification providers available to the public.

The Prime Minister must refuse to make a registration if the applicant for registration falls under any of the following items, or if the written application for registration or a document or electronic or magnetic record that is required to accompany it contains a false statement or record or lacks a statement or record of a material fact:

a person that is not a juridical person;

a juridical person whose registration under Article 26-6 has been rescinded pursuant to the provisions of Article 26-24, paragraph (1), and for which five years have not elapsed since the date of the rescission;

a juridical person that is found to conduct other business that is contrary to the public interest;

a juridical person that is found, in light of its relationship with an organized crime group prescribed in Article 2, item (ii) of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77 of 1991) or an organized crime group member prescribed in item (vi) of that Article, or other circumstances, to be likely to damage the credibility of the specified non-financial information audit certification business;

a juridical person that has not established an operational control system specified by Cabinet Office Order, such as a personnel structure sufficient to carry out the specified non-financial information audit certification business fairly and accurately;

a juridical person whose stated capital or total amount of contributions is less than the amount specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors;

a juridical person that does not have a business office or office in Japan;

a foreign corporation that has not designated a domestic representative (limited to one responsible for the business of all business offices or offices that the foreign corporation establishes in Japan to conduct the specified non-financial information audit certification business);

a juridical person with an officer who falls under any of the following:

a person who, in the case where a juridical person that was a specified non-financial information audit certification provider has had its registration under Article 26-6 rescinded pursuant to the provisions of Article 26-24, paragraph (1), was an officer of that juridical person during the 30 days prior to the date of the rescission, and for whom five years have not elapsed since the date of the rescission;

an officer who has been ordered to be dismissed pursuant to the provisions of Article 26-24, paragraph (2), and for whom five years have not elapsed since the date of receiving that disposition;

a person specified by Cabinet Office Order as one who is unable to properly perform operations pertaining to the specified non-financial information audit certification business due to a mental or physical disorder;

a person who has received an order to commence bankruptcy proceedings and has not had their rights restored, or a person treated in the same manner under foreign laws and regulations; or

a person who has been sentenced to imprisonment or a heavier punishment (including an equivalent sentence under foreign laws and regulations), and for whom five years have not elapsed since the day on which the person finished serving the sentence or ceased to be subject to its enforcement;

a juridical person with a person in charge of business execution who falls under any of the following:

a person who, in the case where a juridical person that was a specified non-financial information audit certification provider has had its registration under Article 26-6 rescinded pursuant to the provisions of Article 26-24, paragraph (1) (limited to a case falling under item (i) or (ii) of that paragraph), was the person in charge of business execution who conducted the specified non-financial information audit certification that gave rise to that disposition, and for whom five years have not elapsed since the date of the rescission;

a person in charge of business execution who has been ordered to be dismissed pursuant to the provisions of Article 26-24, paragraph (2) as applied mutatis mutandis pursuant to paragraph (3) of that Article, and for whom five years have not elapsed since the date of receiving that disposition;

a person who falls under any of (c) through (e) of the preceding item; or

a person who does not meet the standards specified by Cabinet Office Order as standards for persons who have the knowledge and experience necessary for the execution of operations pertaining to specified non-financial information audit certification.

If there is a change in any of the particulars set forth in the items of Article 26-7, paragraph (1), a specified non-financial information audit certification provider must notify the Prime Minister to that effect within two weeks from the date of the change. In this case, if the matter pertaining to the change relates to an increase in or replacement of persons in charge of business execution, it must attach the document set forth in paragraph (2), item (iv) of that Article pertaining to those persons in charge of business execution.

When the Prime Minister has accepted a notification under the preceding paragraph, the Prime Minister must register the notified particulars in the register of specified non-financial information audit certification providers.

If there is a change in the content or method of business stated in the document set forth in Article 26-7, paragraph (2), item (ii), a specified non-financial information audit certification provider must, as prescribed by Cabinet Office Order, notify the Prime Minister to that effect without delay.

Subsection 2 Operations

A specified non-financial information audit certification provider and its officers and employees must perform its operations fairly and sincerely from an independent standpoint.

An officer or employee of a specified non-financial information audit certification provider, or a person who has held such a position, must not, without a justifiable ground, divulge or misappropriate a secret learned in connection with their duties.

A specified non-financial information audit certification provider must, as prescribed by Cabinet Office Order, establish an operational control system, such as a personnel structure sufficient to carry out the specified non-financial information audit certification business that it conducts fairly and accurately.

A specified non-financial information audit certification provider must not allow another person to engage in the specified non-financial information audit certification business using its own name.

A specified non-financial information audit certification provider must have a person in charge of business execution execute operations pertaining to specified non-financial information audit certification in accordance with the criteria and procedures specified by Cabinet Office Order prescribed in Article 26-5, paragraph (3).

A specified non-financial information audit certification provider must not conduct specified non-financial information audit certification pertaining to a specified submitter that has the special interest prescribed in Article 26-5, paragraph (2) with that specified non-financial information audit certification provider.

If a person in charge of business execution has executed operations pertaining to specified non-financial information audit certification for all business years of a period of consecutive business years specified by Cabinet Order within the range of seven business years of one specified submitter (in the case of a period of business years specified by Cabinet Office Order as being equivalent to that period of consecutive business years, that period of business years; referred to as a "consecutive business year period" in this Article), a specified non-financial information audit certification provider must not have that person in charge of business execution execute operations pertaining to the specified non-financial information audit certification received by that one specified submitter for a period of business years specified by Cabinet Order on or after the business year following that consecutive business year period, or have that person involved in such operations.

If a person in charge of business execution has executed operations pertaining to the specified non-financial information audit certification received by a specified submitter, that person in charge of business execution (including a person who was a person in charge of business execution) must not assume the position of officer of that specified submitter or its subsidiary company, etc. until the last day of the business year following the business year pertaining to the covered disclosure document in which the specified non-financial information pertaining to that specified non-financial information audit certification is stated; provided, however, that this does not apply if the approval of the Prime Minister is obtained in a case where it is found that there are unavoidable circumstances for assuming the position of officer of that specified submitter or its subsidiary company, etc., or in any other case specified by Cabinet Office Order.

A specified non-financial information audit certification provider must, pursuant to the provisions of Cabinet Office Order, have its persons in charge of business execution receive training for improving qualifications regarding specified non-financial information audit certification that is conducted by the certified specified non-financial information audit certification business association prescribed in Article 26-29, paragraph (2) or by other persons specified by Cabinet Office Order.