Financial Instruments and Exchange Act

The provisions of Article 18, paragraph (1), Article 19, Article 20, and Article 21 (excluding paragraph (1), itemitems (iii) and (iv), paragraph (2), items (ii) and (iiithrough (iv), paragraph (3), and paragraph (34)) apply mutatis mutandis to the specified information on securities, etc. (meaning the specified information on securities, the reference information in connection with specified information on securities to which Article 27-31, paragraph (3) is applicable, or the amended specified information on securities (including reference information in connection with the amended specified information on securities; the same applies hereinafter)). In this case, in Article 18, paragraph (1), the term "a securities registration statement" is deemed to be replaced with "any specified information on securities, etc. (meaning the specified information on securities, etc. prescribed in Article 27-33; the same applies hereinafter)", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", the phrase "the person that submitted the securities registration statement" is deemed to be replaced with "the issuer that provided or disclosed the specified information on securities, etc.", the phrase "person that acquires the securities through the public offering or secondary distribution" is deemed to be replaced with "person that acquires the securities through a specified solicitation, etc. (meaning a specified solicitation, etc. prescribed in Article 27-31, paragraph (1); the same applies hereinafter) to which the specified information on securities, etc. pertains (if the specified information on securities, etc. has not been disclosed, this is limited to a person that has been provided with the specified information on securities, etc.; hereinafter the same applies in this paragraph and Article 21 as applied mutatis mutandis pursuant to Article 27-33 following the deemed replacement of terms)", and the phrase "statement was false" is deemed to be replaced with the "information was false"; in Article 19, paragraph (2), the phrase "the securities registration statement or the prospectus" is deemed to be replaced with the "specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", and the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact"; in Article 20, the term "Article 18" is deemed to be replaced with "Article 18, paragraph (1) as applied mutatis mutandis pursuant to Article 27-33 following the deemed replacement of terms", in item (i) of that Article, the phrase "the securities registration statement or the prospectus" is deemed to be replaced with "the specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", and in item (ii) of that Article, the phrase "for seven years (excluding, if an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) has been issued, the period from the day on which the order for suspension is issued to the day on which the order is canceled) from the time when the notification under Article 4, paragraphs (1) through (3) for the relevant public offering or secondary distribution of the securities becomes effective or the prospectus is delivered" is deemed to be replaced with "for seven years from the time when the specified information on securities, etc. is provided or disclosed"; in the non-itemized part of Article 21, paragraph (1), the term " securities registration statement" is deemed to be replaced with "specified information on securities, etc.", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "omits a statement of material fact" is deemed to be replaced with "omits to give information concerning a material fact", the phrase "public offering or secondary distribution" is deemed to be replaced with "specified solicitation, etc.", and the phrase "statement was false" is deemed to be replaced with "information was false"; in Article 21, paragraph (1), item (i), the phrase "company that submitted the securities registration statement" is deemed to be replaced with "issuer that has provided or disclosed the specified information on securities, etc.", the phrase "at the time of submission of the securities registration statement" is deemed to be replaced with "at the time that the specified information on securities, etc. was provided or disclosed", the phrase "incorporator of the company" is deemed to be replaced with "incorporator of the issuer or any other person that can be regarded as equivalent thereto", and the phrase "the securities registration statement was submitted before the incorporation of the company" is deemed to be replaced with "the specified information on securities, etc. was provided or disclosed before the establishment or inauguration of the issuer"; in Article 21, paragraph (1), item (ii), the phrase "for which the secondary distribution was made" is deemed to be replaced with "for which the specified solicitation, etc. (limited to specified solicitation, etc. falling under the category of a specified solicitation for selling, etc. (meaning a specified solicitation for selling, etc. as prescribed in Article 27-31, paragraph (1); hereinafter the same applies in this item)) was made" and the phrase "through a secondary distribution" is deemed to be replaced with "through a specified solicitation for selling, etc. "; in Article 21, paragraph (1), item (ivv), the phrase "the public offering" is deemed to be replaced with "the specified solicitation, etc. (limited to specified solicitation, etc. falling under the category of an exclusive solicitation for acquisition (meaning an exclusive solicitation for acquisition as prescribed in Article 27-31, paragraph (1)))"; in Article 21, paragraph (2), item (i), the phrase "or (ii)" is deemed to be replaced with ", (ii), or (ivv)"; in Article 21, paragraph (2), item (i), the phrase "statement was false" is deemed to be replaced with "information was false"; in Article 21, paragraph (45), the phrase "public offering or secondary distribution of securities" is deemed to be replaced with "specified solicitation, etc."; in item (i) of that paragraph, the term "securities" is deemed to be replaced with "securities for which the specified solicitation, etc. was made"; in Article 21, paragraph (4), item (ii) of that paragraph, the term "securities" is deemed to be replaced with "Securitiessecurities for which the specified solicitation, etc. was made"; the term "securities" in Article 21, paragraph (4), item (iii) of that paragraph is deemed to be replaced with "securities for which the specified solicitation, etc. was made"; and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of ArticlesArticle 21-2 through (excluding paragraph (3)), Article 21-3 and Article 22 (excluding paragraph (3)) apply mutatis mutandis to specified information (meaning specified information on securities, etc. or information on the issuer, etc. (meaning information on the issuer or amended information on the issuer; the same applies hereinafter); the same applies in Article 27-35, paragraph (1)). In this case, in Article 21-2, paragraph (1), the phrase "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)))" is deemed to be replaced with "specified information (meaning the specified information prescribed in Article 27-34; the same applies hereinafter) disclosed pursuant to the provisions of Article 27-31, paragraph (2), (4) or (5) or Article 27-32 (hereinafter referred to as 'disclosed information')", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "a statement of a material fact" is deemed to be replaced with "information concerning a material fact", the phrase "the person submitting the document is liable" is deemed to be replaced with "the issuer that disclosed the disclosed information is liable", the phrase "the document is being made available for public inspection as required by Article 25, paragraph (1), acquires or disposes of securities of which the person submitting the document (excluding a document set forth in Article 25, paragraph (1), item (x)) or 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" is deemed to be replaced with "the disclosed information is being disclosed pursuant to these provisions, acquires or disposes of securities of that issuer", the phrase "or secondary distribution" is deemed to be replaced with ", secondary distribution, or specified solicitation, etc. (meaning the specified solicitation, etc. prescribed in Article 27-31, paragraph (1); the same applies hereinafter)", the phrase "statement being false" is deemed to be replaced with "information being false", and the phrase "false statement, etc." is deemed to be replaced with "false information, etc."; in paragraph (2) of that Article, the phrase "the false statement, etc. in the relevant document" is deemed to be replaced with "the false information, etc. pertaining to the relevant disclosed information"; in paragraph (34) of that Article, the phrases "a false statement, etc. in the relevant document" and "the document's false statement, etc." are deemed to be replaced with "false information, etc. pertaining to the relevant disclosed information" and "the false information, etc. pertaining to the disclosed information", respectively, and the phrase "the existence of the false statement, etc." is deemed to be replaced with "the existence of the false information, etc."; in paragraph (45) of that Article, the phrase "the existence of a false statement, etc." is deemed to be replaced with "the existence of false information, etc.", the phrase "means that the person submitting the document" is deemed to be replaced with "means that the issuer that disclosed the disclosed information", the phrase "over the business or property of the person submitting the document" is deemed to be replaced with "over the business or property of the issuer", the phrase "the document's false statement, etc." is deemed to be replaced with "the false information, etc. pertaining to the disclosed information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", and the phrase "through public inspection provided in Article 25, paragraph (1) or through other means" is deemed to be replaced with "pursuant to the provisions of Cabinet Office Order"; in paragraphs (56) and (67) of that Article, the phrase "the document's false statement, etc." is deemed to be replaced with "the false information, etc. pertaining to the disclosed information"; in Article 21-3, the phrase "Article 21-2" is deemed to be replaced with "Article 21-2 as applied mutatis mutandis pursuant to Article 27-34 following the deemed replacement of terms", the phrase "a document set forth in one of the items of Article 25, paragraph (1) (excluding items (iv) and (vii))" is deemed to be replaced with "the disclosed information (meaning disclosed information prescribed in Article 21-2, paragraph (1) as applied mutatis mutandis pursuant to Article 27-34 following the deemed replacement of terms; the same applies hereinafter)", the phrase "the term 'three years' is deemed to be replaced with 'two years'" is deemed to be replaced with "the term 'false statement' is deemed to be replaced with 'false information', the phrase 'that is required to be stated' is deemed to be replaced with 'that is required to be provided or disclosed', the phrase 'a statement of a material fact' is deemed to be replaced with 'information concerning a material fact', and the term 'three years' is deemed to be replaced with 'two years'", and the phrase "for five years from the time when the document is submitted" is deemed to be replaced with "for five years from the day on which the disclosed information is disclosed"; in Article 22, paragraph (1), the phrase "a securities registration statement contains" is deemed to be replaced with "specified information contains", the phrase "false statement" is deemed to be replaced with "false information", the phrase "that is required to be stated" is deemed to be replaced with "that is required to be provided or disclosed", the phrase "a statement of material fact" is deemed to be replaced with "information concerning a material fact", the phrase "persons set forth in Article 21, paragraph (1), items (i) , (iii) and (iiiiv)" is deemed to be replaced with "officers (meaning officers prescribed in Article 21, paragraph (1), item (i)), at the time of the provision or disclosure, of the issuer that provided or disclosed that specified information, or incorporators or other persons equivalent thereto of the issuer (limited to cases in which the provision or disclosure was made before the establishment or inception of the issuer)", the phrase "statement is false" is deemed to be replaced with "information is false", and the phrase "acquires or disposes 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 "acquires securities of the issuer that provided or disclosed the specified information (if the specified information has not been disclosed, this is limited to a person that was provided with the specified information, and if the specified information is specified information on securities, etc. (meaning the specified information on securities, etc. prescribed in Article 27-33), this is limited to a person that acquired the securities other than through a public offering, secondary distribution, or specified solicitation, etc.) or disposes of such securities (if the specified information has not been disclosed, this is limited to a person that was provided with the specified information)"; in paragraph (2) of that Article, the phrase "Article 21, paragraph (2), items (i) and (iithrough (iii)" is deemed to be replaced with "Article 21, paragraph (2), item (i)"; and any other necessary technical replacement of terms is specified by Cabinet Order.

the amount of stated capital or the total amount of contributions, if it is a corporation (or if it is a foreign corporation seeking to engage in type-I financial instruments business, the amount of stated capital or the total amount of contributions and the amount of brought-in capital (meaning assets corresponding to the stated capital that are brought into Japan; the same applies hereinafter));

a 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 a member of an organized crime group prescribed in item (vi) of that Article, or other circumstances, to be likely to cause a loss of confidence in the financial instruments business;

The term "major shareholder" as used in item (v), (d) through (f) of the preceding paragraph means a person that holds voting rights (including voting rights pertaining to shares or equity interests that cannot be asserted against the issuer pursuant to Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii) of that Act), and excluding the voting rights that are specified by Cabinet Office Order in consideration of the manner in which they are held and other circumstances; hereinafter referred to as "subject voting rights" in paragraph (5) and Article 32, paragraphs (1) and (4)) constituting 20 percent or more (or 15 percent or more, if a fact has occurred that is specified by Cabinet Office Order as a thing that is presumed to have a material influence on decisions about the company's financial and operational policies) of voting rights held by all of the shareholders, etc. (meaning the voting rights of all shareholders, all members, all partners, and all equity investors, and for a stock company, excluding voting rights in respect of shares that do not allow voting rights to be exercised with regard to all matters that can be resolved at a shareholders meeting, and including voting rights in respect of shares that are deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act; the same applies hereinafter) of a company.

intermediation for the sale, or the act set forth in Article 2, paragraph (8), item (ix) (excluding those conducted with general investors (meaning persons other than professional investors, etc., non-residents, the issuer of the securities, and other persons specified by Cabinet Office Order; hereinafter the same applies in this item) as the persons to which they are made, and those conducted for general investors based on solicitation of general investors);

securities set forth in Article 2, paragraph (1), items (x) and (xi) (excluding short-term investment corporation bonds, etc.):acts set forth in Article 2, paragraph (8), items (i) through (iii), and acts set forth in Article 2, paragraph (8), item (ix) (excluding dealings in a secondary distribution of securities and in a solicitation for selling, etc. only for professional investors, etc.);

(Restrictions on the Purchase and Sale of Securities for Professional Investors), etc.

A financial instruments business operator, etc. must not perform any of the acts set forth in Article 2, paragraph (8), items (i) through (iv) and (x) in connection with the securities for professional investors , etc. with a general investor (meaning a person other than a professional investor, etc. or , a non-resident, the issuer of securities for professional investors, etc., or any other person specified by Cabinet Office Order; hereinafter the same applies in this Article); provided, however, that this does not apply in a case in which disclosure has been made (meaning a case in which disclosure has been made as prescribed in Article 4, paragraph (7); the same applies in Article 40-5, paragraph (1) and Article 66-14-2) with regard to the relevant securities for professional investors, etc., nor does it apply in a case in which the financial instruments business operator, etc. intermediates a sale for the general investor without having solicited the general investors, nor does it in any case specified by Cabinet Office Order as one in which there is little likelihood of this resulting in insufficient investor protection.

(Obligation to Notify in Connection with Securities for Professional Investors), etc.

If a financial instruments business operator, etc. sells securities for professional investors , etc. in a case not falling under the category of a case in which disclosure has been made, or performs any other act specified by Cabinet Order in connection with such securities, without issuing a solicitation for acquisition or a solicitation for selling, etc., it must notify the other party to the sale or other act, pursuant to the provisions of Cabinet Office Order and with regard to the securities for professional investors, etc., that the case does not fall under the category of a case in which disclosure has been made, as well as notifying the other party of any other matters that are specified by Cabinet Office Order.

The first time that a financial instruments business operator, etc. receives an offer from a professional investor, etc. or non-resident (excluding , of these persons, a person set forth in Article 2, paragraph (31), items (i) through (iii); hereinafter the same applies in this paragraph) for a contract for transactions in securities for professional investors , etc. (meaning a contract for performing an act set forth in Article 2, paragraph (8), items (i) through (iv), or item (x) in connection with securities for professional investors , etc. (excluding a contract for making a purchase and sale of securities for professional investors , etc. through an act set forth in item (x) of that paragraph (limited to a purchase and sale conducted through the intermediation, brokerage, or agency of the financial instruments business operator that performs that act) or any other contract that is specified by Cabinet Office Order taking into account of the content of the contract and the features of the counterparty); hereinafter the same applies in this paragraph), the business operator, etc. must notify the professional investor, etc. or non-resident of the following particulars and deliver a document to the professional investor, etc. or non-resident that states those particulars, before concluding the contract for transactions in securities for professional investors, etc. related to the offer:

the contents of the information provided in connection with the securities for professional investors, etc., the nature of the transaction, and any other matters specified by Cabinet Office Order as material matters of which an investor must be made aware in connection with securities for professional investors, etc.; and

an indication of the risk of insufficient protection involved, if a transaction of securities for professional investors, etc. will be conducted by a person whose knowledge or experience, or the state of whose assets, makes it inappropriate for the person to do so.

A financial instruments business operator, etc. must periodically undergo an audit by a certified public accountant (this includes a foreign certified public accountant as prescribed in Article 16-2, paragraph (5) of the Certified Public Accountants Act (Act No. 103 of 1948); the same applies in Article 193-2 and Article 193-3) or audit by an audit corporation, pursuant to the provisions of Cabinet Office Order, as regards the management conditions under the preceding two paragraphs.

Notwithstanding the provisions of Article 29 and the preceding Article, with the permission of the Prime Minister, a foreign securities services provider may participate in a wholesale underwriting contract (meaning a wholesale underwriting contract as prescribed in Article 21, paragraph (45); hereinafter the same applies in paragraph (1), item (vi), (f) of the following Article) and perform other acts specified by Cabinet Order in Japan, as a part of the underwriting of securities that it carries out (hereinafter referred to as the "underwriting activities" in this Section).

(Limitation on Intermediation for the Purchase and Sale of Securities for Professional Investors), etc.

A financial instruments intermediary service provider must not conduct any of the acts specified in Article 2, paragraph (11), item (i) or (ii) in connection with securities for professional investors , etc. with a general investor (meaning a person other than a professional investor, etc., a non-resident, the issuer of the securities for professional investors, etc., or any other person specified by Cabinet Office Order; hereinafter the same applies in this Article) as the other party; provided, however, that this does not apply in a case in which disclosure has been made with regard to the securities for professional investors, etc., a case in which the financial instruments intermediary service provider intermediates, a purchase for an entrusting financial instruments business operator, etc. which is not based on a solicitation of general investors, or any other case specified by Cabinet Office Order as having little likelihood of resulting in insufficient investor protection.

For each over-the-counter securities market an authorized association operates, it may prohibit association members from making a purchase of securities as requested by a person other than a professional investor, etc. and a non-resident (excluding the issuer of the securities or any other person specified by Cabinet Office Order) (such a purchase is referred to as a "purchase for a general investor" in Article 67-12, item (v)), as prescribed in its articles of incorporation.

the content and the means of provision or timing for the disclosure of the specified information on securities and information on the issuer that the issuer of securities for professional investors , etc. that are traded on that over-the-counter securities market (hereinafter referred to as "over-the-counter traded securities for professional investors, etc." in this item) is required to provide or disclose, and necessary particulars otherwise relevant to the provision or disclosure of information on over-the-counter traded securities for professional investors, etc.;

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 an authorized association, an issuer of over-the-counter traded securities or tradable securities, or the person that an authorized association has entrusted with its business (including a person that has received entrustment from the 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 the business or assets of the authorized association, and may have the relevant officials inspect the state of the business or assets, or the books, documents, and any other articles, of an authorized association or the person that an authorized association has entrusted with its business (but may only have the relevant officials inspect the person that an authorized association has entrusted with its business as is necessary in connection with the business or assets of the authorized 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 as set forth in Article 78, paragraph (1), item (ii), a certified association must stipulate in its articles of incorporation that if a member violates this Act, an order that is based on this Act, a disposition that is based on this Act or on such an order, or the articles of incorporation or other rules of the certified association, or if a member engages in an act that is contrary to the principle of good faith in transactions, the certified 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 from the certified association.

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 association or the person that a certified association has entrusted with its business (including a person that has received entrustment from the 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 the business or assets of the certified association or person, and may have the relevant officials enter the office of a certified association or the person that a certified association has entrusted with its business to inspect the state of its business or assets or its books, documents, and any other articles (but may only have the relevant officials inspect the person that a certified association has entrusted with its business as is necessary in connection with the business or assets of the certified association) or to question the relevant persons (but may only have the relevant officials question the person that a certified Associationassociation has entrusted with its business as is necessary in connection with the business or assets of the certified association).

For each financial instruments exchange market that a financial instruments exchange operates, the financial instruments exchange may prohibit members, etc. from making purchases of securities with which it has been entrusted by a person other than a professional investor, etc. and a non-resident (excluding the issuer of the securities or a person specified by Cabinet Office Order) (such a purchase is referred to as a "purchase for a general investor" in the following paragraph), as prescribed by its operational rules.

It is prohibited for any person to accede to the request of the issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc., and prepare documents that state a false statement regarding a material particular in respect of securities issued by, apportioned to, or handled by that person, for the purpose of issuing a public notice of or distributing them, or to distribute those documents.

It is prohibited for an issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc. to make the request referred to in the preceding paragraph.

Any person that receives or promises to receive consideration from an issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc., or from a tender offeror, etc. provided for in Article 27-3, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), to publish an opinion that is to provide a decision about investment in respect of securities, issuer, or a tender offeror provided for in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) in a newspaper or magazine, or to present the opinion to the public in writing, through broadcasting, in a movie, or by any other means, must convey that the person has received or promised to receive consideration for doing so, together with the opinion; provided, however, that this does not apply if a person that receives or promises to receive an advertising fee presents the opinion as an advertisement in exchange for the advertising fee.

If, in respect of a public offering or secondary distribution of securities subject to a notification under Article 4, paragraph (1), a general solicitation involving securities acquired by a qualified institutional investor subject to a notification under Article 4, paragraph (2), or a general solicitation , etc. involving securities acquired by a professional investor , etc. subject to a notification under Article 4, paragraph (3), a person conducts a public offering or secondary distribution, or issues a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation , etc. involving securities acquired by a professional investor , etc. without having their notification accepted by the Prime Minister (for a person that makes a secondary distribution or issues a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation , etc. involving securities acquired by a professional investor, etc., this is limited to a person that engages in any of these acts in connection with the securities owned by that person), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (if the person falls under both of the following items, the sum of the amounts specified in those items) to the national treasury:

the person sells securities it owns through the secondary distribution, general solicitation involving securities acquired by a qualified institutional investor, or general solicitation , etc. involving securities acquired by a professional investor, etc.:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under the share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).

If an issuer violates the provisions of Article 15, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) in causing securities set forth in Article 15, paragraph (1) to be acquired through a public offering (meaning a public offering of securities as prescribed in Article 4, paragraph (1); hereinafter the same applies in this Chapter, except in Articles 173 through 174-3) or if a person violates such provisions in selling such securities through a secondary distribution (meaning a secondary distribution of securities prescribed in Article 4, paragraph (4); the same applies in this Chapter, except in the following paragraph; Article 172-2, paragraphs (4) and (5); Article 178, paragraphs (3), (5), and (8); and Article 185-7, paragraphs (1416) and (1517)) (limited to a person that sells securities that it the person owns), the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order the issuer or that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the relevant of the following items for the category of cases set forth in that item (or, if the issuer or person falls under both of the following items, the totalsum of the amounts specified in those items):

If a person violates the provisions of Article 15, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27) in selling securities that it owns through a secondary distribution without delivering a prospectus (limited to a prospectus in a secondary distribution of securities for which disclosure has already been made as prescribed in Article 13, paragraph (1) (meaning a secondary distribution of the securities prescribed in that paragraph; hereinafter the same applies in this paragraph; Article 172-2, paragraphs (4) and (5); Article 178, paragraphs (5) and (8); and Article 185-7, paragraph (1416)); hereinafter the same applies in this Chapter), the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to 2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).

If an issuer violates the provisions of Article 24, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to Article 24, paragraph (5), and also including as applied mutatis mutandis pursuant to Article 27) in failing to submit an annual securities report, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount of the audit certification fee (meaning the amount of money or value of other assets as specified by Cabinet Office Order which has been paid or is payable as consideration for the audit certification set forth in Article 193-226-3, paragraph (1); the same applies in the following and Article 26-5, paragraph) (1)) for the business year immediately preceding the business year for which the annual securities report was required to be submitted pursuant to these provisions (if the issuer falls under an issuer of regulated securities set forth in Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27), the business year immediately preceding the specified period set forth in Article 24, paragraph (1) as applied mutatis mutandis pursuant to Article 24, paragraph (5) (including as applied mutatis mutandis pursuant to Article 27) in relation to those regulated securities; hereinafter the same applies in this Article, Article 172-4, paragraph (1), and Article 185-7, paragraph (3133) (excluding item (iv))) (or, if there is no such immediately preceding business year for which an audit certification is required or in other cases specified by Cabinet Office Order as being equivalent to this, four million yen).

If an issuer violates the provisions of Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article, and also including as applied mutatis mutandis pursuant to Article 27) in failing to submit a semiannual securities report, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to half of the amount of the audit certification fee (meaning the amount of money or value of other assets as specified by Cabinet Office Order which has been paid or is payable as consideration for the audit certification set forth in Article 26-3, paragraph (1)) for the business year immediately preceding the business year that includes the period for which the semiannual securities report was required to be submitted pursuant to these provisions (or, if there is no such immediately preceding business year for which an audit certification is required or in other cases specified by Cabinet Office Order as being equivalent to this, two million yen).

If a specified non-financial information audit certification provider has given audit certification treating specified non-financial information to be stated in the covered disclosure document of a specified submitter, in which a statement is false or missing, as being neither false nor missing, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that specified non-financial information audit certification provider to pay an administrative monetary penalty to the national treasury in the amount specified in the relevant of the following items for the category of cases set forth in that item.

in the case where, in connection with that audit certification, there is a fact on the part of the specified non-financial information audit certification provider that falls under Article 26-24, paragraph (1), item (i):an amount equivalent to 1.5 times the amount specified by Cabinet Order as remuneration or other consideration for the business year pertaining to the covered disclosure document in which the specified non-financial information of the specified submitter that received that audit certification is stated (referred to as the "amount equivalent to the specified non-financial information audit certification fee" in the following item);

in the case where, in connection with that audit certification, there is a fact on the part of the specified non-financial information audit certification provider that falls under Article 26-24, paragraph (1), item (ii):the amount equivalent to the specified non-financial information audit certification fee.

Notwithstanding the provisions of the preceding paragraph, the Prime Minister may decide not to order the specified non-financial information audit certification provider referred to in that paragraph to pay the administrative monetary penalty referred to in that paragraph in any of the following cases:

in the case where there is a fact that falls under Article 26-24, paragraph (1), item (i) and a disposition under that paragraph is imposed on the specified non-financial information audit certification provider (limited to a case specified by Cabinet Office Order as one in which the effect that the falsity or omission in the specified non-financial information referred to in that item has on the reliability of that specified non-financial information as a whole is found to be comparatively minor);

in the case where there is a fact that falls under Article 26-24, paragraph (1), item (ii) and a disposition under that paragraph is imposed on the specified non-financial information audit certification provider (excluding a case specified by Cabinet Office Order as one in which the due care referred to in that item was grossly neglected);

in the case of ordering the suspension of such business pertaining to specified non-financial information audit certification under an already concluded contract as is specified by Cabinet Office Order; or

in the case of rescinding the registration under Article 26-6 pursuant to the provisions of Article 26-24, paragraph (1).

If a person violates the provisions of Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); hereinafter the same applies in this Article) in effecting a purchase, etc. (meaning a purchase, etc. as prescribed in Article 27-2, paragraph (1) or Article 27-22-2, paragraph (1); hereinafter the same applies in this Article, the following Article, and Article 178, paragraph (1314)) of share certificates, etc. (meaning the share certificates, etc. prescribed in Article 27-2, paragraph (1); hereinafter the same applies in this Article, the following Article and Article 178, paragraph (1314)) or listed share certificates, etc. (meaning the listed share certificates, etc. prescribed in Article 24-6, paragraph (1); hereinafter the same applies in this Article, the following Article, Article 178, paragraph (1314), and Article 185-7, paragraph (1517)), without making the public notice under Article 27-3, paragraph (1) (hereinafter referred to as "public notice of the commencement of a tender offer" in this Chapter), the Prime Minister, in accordance with the proceedingsprocedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount arrived at when the amount set forth in item (i) is multiplied by the amountnumber set forth in item (ii) to the national treasury: