Financial Instruments and Exchange Act

A specified non-financial information audit certification provider must, pursuant to the provisions of Cabinet Office Order, prepare and retain materials specified by Cabinet Office Order and other documents when conducting specified non-financial information audit certification.

Subsection 3 Accounting

A specified non-financial information audit certification provider must, within three months after the end of each business year, prepare financial statements (meaning a balance sheet, a profit and loss statement and other documents specified by Cabinet Office Order as necessary and appropriate to show the state of the assets and the profits and losses of the specified non-financial information audit certification provider) and a business report stating an overview of the business pertaining to the specified non-financial information audit certification business and other particulars specified by Cabinet Office Order, and submit these documents to the Prime Minister.

A specified non-financial information audit certification provider must retain the documents referred to in the preceding paragraph for 10 years from the time it prepared them.

Each business year, a specified non-financial information audit certification provider must prepare explanatory documents stating the particulars specified by Cabinet Office Order as pertinent to the state of its business and assets, and must, pursuant to the provisions of Cabinet Office Order, keep those explanatory documents at all of its business offices and offices at which it conducts the specified non-financial information audit certification business and make them available for public inspection, or disclose them using the internet or through other means, during the one-year period beginning from the day on which the period specified by Cabinet Order elapses following the end of each business year.

Subsection 4 Supervision

If a specified non-financial information audit certification provider comes to fall under any of the following items, the person prescribed in that item must notify the Prime Minister to that effect within 30 days from that date:

when it has discontinued the specified non-financial information audit certification business (including when it has caused another to succeed to all of its business (limited to business pertaining to the specified non-financial information audit certification business; hereinafter the same applies in this item) by a company split, or has transferred all of its business): the corporation that has discontinued the specified non-financial information audit certification business, or has caused another to succeed to or transferred it;

when a corporation that is a specified non-financial information audit certification provider is extinguished by a merger: the person who was the officer representing that corporation;

when a corporation that is a specified non-financial information audit certification provider dissolves as a result of an order to commence bankruptcy proceedings: the bankruptcy trustee; or

when a corporation that is a specified non-financial information audit certification provider dissolves for reasons other than a merger or an order to commence bankruptcy proceedings: the liquidator.

If a specified non-financial information audit certification provider comes to fall under any of the items of the preceding paragraph, its registration under Article 26-6 ceases to be effective.

If a specified non-financial information audit certification provider falls under any of the following items, the Prime Minister may order it to improve the operational control system provided for in Article 26-13, order the suspension of all or part of its business for a period fixed within two years, or rescind its registration under Article 26-6:

when, due to the intentional act of a person in charge of business execution, it has conducted audit certification treating specified non-financial information to be stated in a covered disclosure document of a specified submitter, the statement of which is false or lacking, as not false or lacking;

when, through the failure of a person in charge of business execution to exercise due care, it has conducted audit certification treating specified non-financial information to be stated in a covered disclosure document of a specified submitter, the statement of a material particular of which is false or in which the statement of a material particular that is required to be stated is lacking, as not false or lacking;

when it violates this Act or an order under this Act, or the operation of its specified non-financial information audit certification business is found to be extremely inappropriate;

when it comes to fall under any of the items of Article 26-9 (excluding items (ix) and (x));

when it has received its registration under Article 26-6 by wrongful means.

If an officer of a specified non-financial information audit certification provider (for a foreign corporation, this is limited to an officer stationed at its domestic business office or office, or its domestic representative; hereinafter the same applies in this paragraph) comes to fall under any of Article 26-9, item (ix), (a) through (e), is discovered to have fallen under any of (a) through (e) of that item at the time of the registration referred to in Article 26-6, or violates a law or regulation or a disposition by a government agency which is based on a law or regulation, in connection with the specified non-financial information audit certification business, the Prime Minister may order the specified non-financial information audit certification provider to dismiss that officer.

The provisions of the preceding paragraph apply mutatis mutandis to a person in charge of business execution. In this case, in that paragraph, the phrase "Article 26-9, item (ix), (a) through (e)" is deemed to be replaced with "Article 26-9, item (x), (a) through (d)", the phrase "(a) through (e) of that item" is deemed to be replaced with "(a) through (d) of that item", and the phrase "violates a law or regulation or a disposition by a government agency which is based on a law or regulation, in connection with the specified non-financial information audit certification business" is deemed to be replaced with "comes to fall under item (i) or (ii) of the preceding paragraph".

If the Prime Minister is unable to ascertain the location of the business offices or offices of a specified non-financial information audit certification provider or is unable to ascertain the whereabouts of the officer representing the specified non-financial information audit certification provider, the Prime Minister, pursuant to the provisions of Cabinet Office Order, may issue public notice of that fact and rescind the registration of the specified non-financial information audit certification provider if no filing is made by the specified non-financial information audit certification provider even after 30 days past the day of the public notice.

The provisions of Chapter III of the Administrative Procedure Act do not apply to a disposition under the preceding paragraph.

If the Prime Minister has ordered the improvement of the operational control system, or ordered the suspension of all or part of the business, pursuant to paragraph (1) of the preceding Article, or has rescinded the registration under Article 26-6 pursuant to that paragraph or paragraph (4) of that Article, the Prime Minister must issue public notice to that effect.

When an application is filed by a specified non-financial information audit certification provider for the deletion of the registration under Article 26-6, or if a registration under Article 26-6 loses its validity pursuant to the provisions of Article 26-23, paragraph (2), or the Prime Minister rescinds a registration under Article 26-6 pursuant to the provisions of Article 26-24, paragraph (1) or (4), the Prime Minister must delete that registration.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a specified non-financial information audit certification provider, a specified submitter that has received the specified non-financial information audit certification of that specified non-financial information audit certification provider, a person that has been entrusted with business by that specified non-financial information audit certification provider (including a person that has received entrustment from that person (including entrustment at two or more degrees of separation from the original entrustment); hereinafter the same applies in this paragraph), or an affiliated corporation of that specified non-financial information audit certification provider (meaning a subsidiary corporation of that specified non-financial information audit certification provider, a corporation that has that specified non-financial information audit certification provider as its subsidiary corporation, or a subsidiary corporation of a corporation that has that specified non-financial information audit certification provider as its subsidiary corporation (excluding that specified non-financial information audit certification provider); hereinafter the same applies in this paragraph) to submit reports or materials that should serve as a reference with regard to the business of that specified non-financial information audit certification provider, or may have the relevant officials inspect the state of business, documents, or other articles of that specified non-financial information audit certification provider, a specified submitter that has received the specified non-financial information audit certification of that specified non-financial information audit certification provider, a person that has been entrusted with business by that specified non-financial information audit certification provider, or an affiliated corporation of that specified non-financial information audit certification provider (but, for a person that has been entrusted with business by that specified non-financial information audit certification provider or an affiliated corporation of that specified non-financial information audit certification provider, limited to inspection that is necessary in connection with the business of that specified non-financial information audit certification provider).

The term "subsidiary corporation" as used in the preceding paragraph means another corporation in which a corporation holds the majority of the voting rights held by all the shareholders, etc. (meaning the voting rights held by all the shareholders, all the members, all the association members, all the partners, or all the contributors, and, in the case of a stock company, excluding voting rights pertaining to shares for which voting rights cannot be exercised on any of the matters on which a resolution may be made at a shareholders meeting, and including voting rights pertaining to shares deemed to carry voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act; the same applies hereinafter). In such a case, another corporation in which a corporation and one or more of its subsidiary corporations, or one or more of the subsidiary corporations of that corporation, hold the majority of the voting rights held by all the shareholders, etc. is deemed to be a subsidiary corporation of that corporation.

When the Prime Minister seeks to refuse a registration under Article 26-6, the Prime Minister must notify the applicant for registration and have the relevant official hold a hearing concerning that applicant.

Irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, when the Prime Minister seeks to take a disposition based on the provisions of Article 26-24, paragraph (1), the Prime Minister must conduct a hearing.

When the Prime Minister has decided to make or not to make a registration under Article 26-6, or to take a disposition based on the provisions of Article 26-24, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article), the Prime Minister must notify the applicant for registration or the specified non-financial information audit certification provider to that effect in writing.

Subsection 5 Certified Specified Non-Financial Information Audit Certification Business Associations

The Prime Minister may, pursuant to the provisions of Cabinet Order, upon application, certify a general incorporated association that has been established by specified non-financial information audit certification providers and is found to satisfy the following requirements as a body that conducts the operations prescribed in the following paragraph:

its purpose is to ensure the proper conduct of the specified non-financial information audit certification business and to contribute to its sound development and to the protection of investors;

there is a provision in its articles of incorporation to the effect that specified non-financial information audit certification providers are its members;

it has established the methods of implementing operations necessary for it to perform the operations prescribed in the following paragraph properly and reliably; and

it has the knowledge and ability, and the financial basis, sufficient to perform the operations prescribed in the following paragraph properly and reliably.

A general incorporated association certified pursuant to the provisions of the preceding paragraph (referred to as a "certified specified non-financial information audit certification business association" in this Subsection) is to conduct the following operations:

guidance, recommendations, and other operations toward its members for having them comply with the provisions of this Act and other laws and regulations concerning the specified non-financial information audit certification business conducted by its members;

investigations, guidance, recommendations, and other operations necessary for ensuring propriety of the specified non-financial information audit certification business conducted by its members and otherwise protecting investors;

investigation of the status of its members' compliance with this Act, orders under this Act, dispositions based on these, and the articles of incorporation and other rules;

resolving complaints filed by investors with regard to the specified non-financial information audit certification business conducted by its members;

training for the persons in charge of business execution of its members;

establishing rules necessary for ensuring propriety of the specified non-financial information audit certification business conducted by its members and other operations;

public relations to investors and other operations necessary for achieving the purpose of the certified specified non-financial information audit certification business association; and

operations that contribute to the sound development of the specified non-financial information audit certification business or to the protection of investors, beyond what is set forth in the preceding items.

A certified specified non-financial information audit certification business association must make the membership list available for public inspection.

A person that is not a certified specified non-financial information audit certification business association must not use in its name a term that could give rise to the misconception that it is a certified specified non-financial information audit certification business association.

If an investor files for the resolution of a complaint involving business carried out by a member, the certified specified non-financial information audit certification business association must respond to the consultation, provide the claimant with the necessary advice, and investigate the circumstances to which the complaint pertains, and must also notify that member of the substance of the complaint and request that it process the complaint expeditiously.

If a certified specified non-financial information audit certification business association finds that it is necessary in connection with the resolution of a complaint under a filing referred to in the preceding paragraph, it may request the relevant member to provide a written or oral explanation or submit materials.

When a member receives a request from the certified specified non-financial information audit certification business association pursuant to the preceding paragraph, it must not refuse it without a justifiable ground.

A certified specified non-financial information audit certification business association must fully inform its members about the filing referred to in paragraph (1), the circumstances to which the complaint pertains, and the outcome of its resolution.

An officer or employee of a certified specified non-financial information audit certification business association, or a person who has held such a position, must not divulge or misappropriate a secret learned in connection with their duties.

An officer or employee of a certified specified non-financial information audit certification business association, or a person who has held such a position, must not use information learned in connection with their duties for any purpose other than that of providing it for the operations of the certified specified non-financial information audit certification business association.

Beyond the matters set forth in the items of Article 11, paragraph (1) of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006) and the provisions of the articles of incorporation prescribed in Article 26-29, paragraph (1), item (ii), a certified specified non-financial information audit certification business association must stipulate in its articles of incorporation that, if a member violates this Act, an order under this Act, a disposition based on this Act or on such an order, or the articles of incorporation or other rules of that certified specified non-financial information audit certification business association, the association will impose a surcharge on the member, order the suspension or restriction of its rights as a member as provided in the articles of incorporation, or expel it.

A certified specified non-financial information audit certification business association must establish rules on matters concerning the operations prescribed in Article 26-29, paragraph (2) and obtain the authorization of the Prime Minister. The same applies when it seeks to change them.

When there is a change in the officers or members of a certified specified non-financial information audit certification business association, it must notify the Prime Minister to that effect without delay.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a certified specified non-financial information audit certification business association or a person that a certified specified non-financial information audit certification business association has entrusted with its business (including a person that has received entrustment from that person (including entrustment at two or more degrees of separation from the original entrustment); hereinafter the same applies in this Article) to submit reports or materials that should serve as a reference with regard to its business or assets, and may have the relevant officials enter the office of that certified specified non-financial information audit certification business association or of a person that that certified specified non-financial information audit certification business association has entrusted with its business and inspect the state of its business or assets, books and documents, and other articles (but, for a person that the certified specified non-financial information audit certification business association has entrusted with its business, limited to what is necessary in connection with the business or assets of the certified specified non-financial information audit certification business association), or question persons concerned (but, for a person that the certified specified non-financial information audit certification business association has entrusted with its business, limited to what is necessary in connection with the business or assets of the certified specified non-financial information audit certification business association).

If the Prime Minister finds that improvement is needed in connection with the business operations of a certified specified non-financial information audit certification business association, the Prime Minister, within the scope that is necessary for the implementation of the provisions of this Subsection, may order the certified specified non-financial information audit certification business association to take measures that are necessary for this improvement.

If the Prime Minister finds that the business operations of a certified specified non-financial information audit certification business association violate this Act, an order under this Act, or a disposition based on these, the Prime Minister may rescind its certification or order the suspension of all or part of its business for a fixed period of no longer than six months.

Subsection 6 Miscellaneous Provisions

If the Prime Minister finds it necessary in a case where a specified non-financial information audit certification provider (limited to a foreign corporation; the same applies hereinafter in this Article) lacks a domestic representative, the Prime Minister may appoint a person to temporarily perform that representative's duties (referred to as an "acting representative" in the following paragraph). In this case, the specified non-financial information audit certification provider must effect the registration of this at the location of its principal business office or office in Japan.

If the Prime Minister appoints an acting representative pursuant to the provisions of the preceding paragraph, the Prime Minister may order the specified non-financial information audit certification provider to pay the acting representative a reasonable amount of remuneration.

With regard to the application of the provisions of Article 26-21 in a case where a specified non-financial information audit certification provider is a foreign corporation, the phrase "within three months" in paragraph (1) of that Article is deemed to be replaced with "within the period specified by Cabinet Order", and beyond this, technical replacement of terms in applying the provisions of this Section in a case where a specified non-financial information audit certification provider is a foreign corporation, and any other matters necessary for the application of the provisions of this Section to that foreign corporation, are specified by Cabinet Order.

Procedures for implementing the provisions of Article 26-6 through the preceding Article and other necessary matters are specified by Cabinet Office Order.

The Prime Minister, in supervising a specified non-financial information audit certification provider, must give due consideration to respecting the voluntary efforts of the specified non-financial information audit certification provider to run its business.

Section 4 Miscellaneous Provisions

If a certified public accountant or audit corporation, in the course of the audit certification referred to in Article 26-3, paragraph (1) of the preceding Article, discovers a fact concerning a specified issuer which constitutes a violation of laws and regulations or any other fact that is likely to have an impact on ensuring the appropriateness of a documentdocuments on financial accounting (referred to as a "fact constituting a violation of laws and regulations" in item (i) of the following paragraph), the certified public accountant or audit corporation must issue a notice in writing or by means of using an electronic data processing system or by any other means using information and communications technology that are specified by Cabinet Office Order, to the specified issuer, without delay and pursuant to the provisions of Cabinet Office Order, giving the details of that fact, as well as indicating that the specified issuer should rectify the violation of laws and regulations related to the fact and that they should take other appropriate measures.

The provisions of the preceding three paragraphs apply mutatis mutandis to the case where a specified non-financial information audit certification provider conducts the audit certification under Article 26-5, paragraph (1). In this case, the term "specified issuer" in the preceding three paragraphs is deemed to be replaced with "specified submitter", and the phrase "documents on financial accounting" in paragraph (1) and paragraph (2), item (i) is deemed to be replaced with "specified non-financial information to be stated in the covered disclosure document".

The provisions of Article 2-3; Articles 5 through 13; Articles 15 through 24-5-2; and Article 24-7 through Article 26-5; and the preceding Article apply mutatis mutandis if the issuer is a person other than a company (with regard to the mutatis mutandis application of Article 5, paragraphs (6) through (9), Article 7, paragraph (2), Article 9, paragraph (2), Article 10, paragraph (2), Article 24, paragraphs (8) through (13); Article 24-2, paragraph (4); Article 24-4-2, paragraph (6) (including as applied mutatis mutandis pursuant to Article 24-5-2, paragraph (1)); Article 24-4-3, paragraph (3); Article 24-4-4, paragraph (6); Article 24-4-5, paragraph (3); and Article 24-5, paragraphs (7) through (12) and paragraphs (15) through (19), this is limited to if the issuer is a foreign person). In this case, in Article 5, paragraph (6) and Article 24, paragraph (8), the phrase "a foreign company that is required to submit" is deemed to be replaced with "a foreign person other than a company that is required to submit"; in Article 5, paragraphs (6), (8) and (9), Article 7, paragraph (2), Article 9, paragraph (2) and Article 10, paragraph (2), the term "statement-filing foreign company" is deemed to be replaced with "statement-filing foreign person"; in Article 5, paragraphs (10) through (12) and Article 7, paragraphs (3) through (5), the phrase "company submitting a regulated securities registration statement" is deemed to be replaced with "person submitting a regulated securities registration statement"; in Article 24, paragraphs (8) and (10) through (13); Article 24-2, paragraph (4); Article 24-4-2, paragraph (6); Article 24-4-4, paragraph (6); and Article 24-5, paragraphs (7), (9) through (12) and (15) through (19), the term "reporting foreign company" is deemed to be replaced with "reporting foreign person"; and any other necessary technical replacement of terms or other necessary particulars relevant to the application of these provisions is specified by Cabinet Order.

The provisions of Article 17 , paragraph (1) apply mutatis mutandis to a person that has caused a person to make a sale, etc. of share certificates, etc. through the use of a tender offer explanation (including, if the tender offer explanation states to the effect that the tender offer statement is to be referred to pursuant to Article 27-9, paragraph (2), that tender offer statement (including its amended statement; the same applies in the following Article and Article 27-21, paragraph (2), item (i))) or other representation that contains a false statement regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading. In this case, in Article 17, paragraph (1), the phrase "a person that acquires the securities" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6)) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1))".

The provisions of Article 17 , paragraph (1) apply mutatis mutandis to a person that has caused a person to make a sale, etc. of listed share certificates, etc. through the use of a tender offer explanation (meaning a tender offer explanation as defined in Article 27-9, paragraph (1) as applied mutatis mutandis pursuant to paragraph (2), and including, if the tender offer explanation states to the effect that the tender offer statement is to be referred to pursuant to Article 27-9, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2), that tender offer statement (including its amended statement; the same applies in item (ii) of the following paragraph and paragraph (12))) or other representation that contains a false statement regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading. In this case, in Article 17, paragraph (1), the phrase "a person that acquires the securities" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6)) of listed share certificates, etc. (meaning listed share certificates, etc. prescribed in Article 24-6, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1) as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2))".

In this Chapter, the term "electronic data processing system for disclosure" means an electronic data processing system that connects, via a telecommunications line, a computer used by the Cabinet Office (including its input and output devices; hereinafter the same applies in this Chapter) with the input and output devices used by a person that carries out the procedures under the provisions of Article 4, paragraph (6) (including as applied mutatis mutandis pursuant to Article 23-8, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27), and limited to a case relating to a written notice prescribed in Article 25-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27)); Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 7, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-2, paragraph (1); Article 24-4-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5-2, paragraph (2)); Article 24-4-5, paragraph (1); Article 24-5, paragraph (5); and Article 24-7, paragraph (3) (including these provisions as applied mutatis mutandis pursuant to Article 27); Article 24-6, paragraph (2); and Article 27); Article 9, paragraph (1) (excluding the second sentence of that paragraph, and including as applied mutatis mutandis pursuant to Article 24-2, paragraph (1); Article 24-4-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5-2, paragraph (2)); Article 24-4-5, paragraph (1); Article 24-5, paragraph (5); and Article 24-7, paragraph (3) (including these provisions as applied mutatis mutandis pursuant to Article 27); Article 24-6, paragraph (2); and Article 27); Article 10, paragraph (1) (excluding the second sentence of that paragraph, and including as applied mutatis mutandis pursuant to Article 24-2, paragraph (1); Article 24-4-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5-2, paragraph (2)); Article 24-4-5, paragraph (1); Article 24-5, paragraph (5); and Article 24-7, paragraph (3) (including these provisions as applied mutatis mutandis pursuant to Article 27); Article 24-6, paragraph (2); and Article 27); Article 23-3, paragraph (1) or (4) (including these provisions as applied mutatis mutandis pursuant to Article 27); Article 23-4 (including as applied mutatis mutandis pursuant to Article 27); Article 23-7, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 23-8, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 23-9, paragraph (1) (excluding the second sentence of that paragraph, and including as applied mutatis mutandis pursuant to Article 27); Article 23-10, paragraph (1) (excluding the second sentence of that paragraph, and including as applied mutatis mutandis pursuant to paragraph (5) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 24, paragraph (1) or (3) (including these provisions as applied mutatis mutandis pursuant to paragraph (5) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 24-4-2, paragraph (1) or (2) (including these provisions as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to paragraph (4) of that Article) and paragraph (4) of that Article (including these provisions as applied mutatis mutandis pursuant to Article 24-5-2, paragraph (1) and as applied mutatis mutandis pursuant to Article 27), and Article 27); Article 24-4-4, paragraph (1) or (2) (including these provisions as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 27)) or paragraph (4) (including these provisions as applied mutatis mutandis pursuant to Article 27); Article 24-6, paragraph (1); Article 24-7, paragraph (1) or (2) (including these provisions as applied mutatis mutandis pursuant to paragraph (6) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 25, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27); Article 25-2, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27); Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); Article 27-8, paragraphs (1) through (4) (excluding the second sentence of paragraph (4), and including these provisions as applied mutatis mutandis pursuant to Article 27-10, paragraphs (8) and (12); Article 27-13, paragraph (3); and Article 27-22-2, paragraphs (2) and (7)); Article 27-10, paragraph (1) or (11); Article 27-11, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); Article 27-13, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); Article 27-23, paragraph (1); Article 27-25, paragraph (1) or (3); each paragraph of Article 27-26; or Article 9, paragraph (1) (excluding the second sentence of that paragraph) or Article 10, paragraph (1) (excluding the second sentence of that paragraph) as applied mutatis mutandis pursuant to Article 27-29, paragraph (1) (including the submission of anything that must accompany documents if they are submitted via these procedures; hereinafter referred to as "electronic disclosure procedures" in this Chapter), or the procedures under the provisions of Article 4, paragraph (6) (including as applied mutatis mutandis pursuant to Article 23-8, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27), and excluding a case relating to a written notice prescribed in Article 25-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27)) or Article 27-5, item (ii), and other procedures specified by Cabinet Order (including the submission of anything that must accompany documents if they are submitted via these procedures; hereinafter referred to as "voluntary electronic disclosure" in this Chapter), and with the input and output devices used by a financial instruments exchange and an authorized financial instruments firms association specified by Cabinet Order.

If electronic disclosure procedures or voluntary electronic disclosure procedures have been carried out by use of an electronic data processing system for disclosure (including if such procedures have been carried out through the submission of a magnetic disk), the Prime Minister is to make the particulars (excluding the parts that are not to be made available for public inspection pursuant to the provisions of Article 25, paragraph (4) (or Article 25-2, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27) or Article 27-28, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-29, paragraph (2)) and also excluding the specified part) that have been recorded into the file in connection with the documents prescribed in Article 25, paragraph (1) or Article 25-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 27-14, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); or Article 27-28, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-29, paragraph (2)), or documents stating those particulars, available for public inspection, pursuant to the provisions of Cabinet Order.

If the particulars that have been recorded into the file set forth in paragraph (1) or documents stating those particulars are made available for public inspection pursuant to the provisions of paragraph (1), the documents prescribed in Article 25, paragraph (1) or Article 25-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 27-14, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); and Article 27-28, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-29, paragraph (2)) are deemed to have been made available for public inspection pursuant to those provisions, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.

The provisions of the preceding paragraph apply mutatis mutandis to documents that are required to be delivered pursuant to the provisions of Article 23-13, paragraph (2) , (5) or (57); to a tender offer explanation (meaning a tender offer explanation provided for in Article 27-9, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), and also including an amended tender offer explanation) that is required to be delivered pursuant to the provisions of Article 27-9, paragraph (3) or (4) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); and to a written notice that is required to be delivered pursuant to the provisions of Article 27-24.

An issuer may not issue a solicitation for acquisition only for professional investors , etc. or any other category of solicitation with a view to issuing new securities specified by Cabinet Order which is not subject to the application of the main clause of Article 4, paragraph (1) (hereinafter referred to as "exclusive solicitation for acquisition" in this Article and Chapter VI-2) or a solicitation for selling, etc. only for professional investors , etc. (unless the securities subject to the relevant solicitation for selling, etc. only for professional investors , etc. fall under the category of securities for professional investors, etc., and the solicitation for selling, etc. only for professional investors , etc. falls under the category of a case specified by Cabinet Order as one in which a small number of persons are the other parties) or any other category of solicitation with a view to delivering existing securities specified by Cabinet Order that is not subject to the application of the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), or the main clause of Article 4, paragraph (3) (hereinafter referred to as a "specified solicitation for selling, etc. " in this Article and Chapter VI-2) unless the issuer of the securities that are subject to the exclusive solicitation for acquisition or the specified solicitation for selling, etc. (hereinafter collectively referred to as "specified solicitation, etc.") has provided to the solicited person, or has disclosed, information specified by Cabinet Office Order as the basic information about the securities and the issuer that must be disclosed to investors (hereinafter referred to as "specified information on securities"), prior to the specified solicitation, etc. and pursuant to the provisions of the following paragraph.

The issuer set forth in each of the following items, pursuant to the provisions of Cabinet Office Order, must provide the holders of the securities set forth in the relevant item with the information about that issuer that is specified by Cabinet Office Order (hereinafter referred to as "information on the issuer") or disclose the same, at least once each business year (if the issuer is not a company or in any other cases specified by Cabinet Office Order, the period specified by Cabinet Office Order; the same applies in paragraph (4), Article 172-11, paragraph (1) and Article 185-7, paragraph (3133), item (iv)); provided, however, that this does not apply in the cases that are specified by Cabinet Office Order as those in which, in consideration of liquidity and other circumstances, not doing so is found not to damage the public interest or result in insufficient investor protection:

an issuer of securities for professional investors, etc.:securities for professional investors, etc. issued by the issuer; or

If securities that did not fall under the category of securities for professional investors, etc. have come to fall under this category (except in a case specified by Cabinet Office Order), the issuer of such securities must provide the holder of such securities with the information on the issuer or disclose the same, without delay, pursuant to the provisions of Cabinet Office Order.

An issuer that has disclosed the information on the issuer pursuant to the provisions of paragraph (1) or (2) must continue to disclose such information on the issuer (if any amended information on the issuer has been disclosed, such amended information on the issuer is included), from the date on which it discloses that information on the issuer until the date on which it provides or discloses the information on the issuer for the business year following that in which it discloses the relevant information on the issuer (if securities for professional investors , etc. to which the information on the issuer pertains come to no longer fall under the category of securities for professional investors, etc. or in any other case specified by Cabinet Office Order, for the period specified by Cabinet Office Order).

If a financial instruments business operator, etc. sells securities through a secondary distribution of securities falling under Article 4, paragraph (1), item (iviii) (hereinafter referred to as a "secondary distribution of foreign securities"), the financial instruments business operator, etc., in advance of selling of, or at the same time as it sells such securities, must provide the other party with the information specified by Cabinet Office Order as information about the securities and about the issuer of the securities (hereinafter collectively referred to as the "foreign securities information"), or must disclose such information; provided, however, that this does not apply if the issuer of the securities has already disclosed specified information on securities, etc. for the relevant Securitiessecurities, nor does it apply in any other case specified by Cabinet Office Order.