Financial Instruments and Exchange Act

If a person violates the provisions of Article 27-23, paragraph (1), Article 27-25, paragraph (1), or Article 27-26, paragraph (1), (2), (4), or (5) in failing to submit a statement of large-volume holdings or a statement of changes (hereinafter referred to as a "statement of large-volume holdings or changes" in this Chapter), 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 arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived at when the closing price provided for in Article 67-19 or Article 130 on the day after that on which the person is required to submit a statement of large-volume holdings or changes for share certificates issued by the issuer (meaning the issuer prescribed in Article 27-23, paragraph (1); hereinafter the same applies in this Article and the following Article) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-23, paragraph (1); the same applies in the following Article) that are the subject of the statement of large-volume holdings or changes that the person is required to submit or the closing price of securities specified by Cabinet Office Order as being equivalent to those share certificates on that day, is multiplied by the issuer's total number of issued shares on that day or by the number specified by Cabinet Office Order as being equivalent to this (or, if there is no such price, the amount calculated pursuant to the provisions of Cabinet Office Order as being equivalent to this);

one hundred thousandths.

If a person submits a statement of large-volume holdings or changes, etc. (meaning a statement of large-volume holdings or changes or an amended statement prescribed in Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 27-25, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-26, paragraph (6)) or Article 27-29, paragraph (1); hereinafter the same applies in this Chapter) that contains a false statement about a material particular or that lacks a statement of a material particular that is required to be stated, 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 arrived at when the amount set forth in item (i) is multiplied by the amount set forth in item (ii) to the national treasury:

the amount arrived when the closing price provided for in Article 67-19 or Article 130, of share certificates issued by the issuer of share certificates, etc. which are the subject of that statement of large-volume holdings or changes, or that of securities specified by Cabinet Office Order as being equivalent to those share certificates, on the day after the day on which that statement of large-volume holdings or changes has been submitted, is multiplied by the issuer's total number of issued shares on that day or by the number specified by Cabinet Office Order as being equivalent to this (or, if there is no such price, the amount calculated pursuant to the provisions of Cabinet Office Order as being equivalent to this);

one hundred thousandth.

If a person makes a specified solicitation, etc. (if the person makes a specified solicitation for selling, etc., this is limited to a specified solicitation for selling, etc. securities that the person owns) even though the issuer of the securities has not provided the other party with or disclosed the specified information on securities, etc. for the relevant securities pursuant to the provisions of Article 27-31, paragraph (2), the Prime Minister, in accordance with the procedures 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 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):

the person causes the securities to be acquired through an exclusive solicitation for acquisition:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total issue value of the securities acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue 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 the person sells securities that they own through a specified solicitation for selling, etc.:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total price of the securities that they sell (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total price 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).

the amount equivalent to each of the amounts specified in the following sub-items in accordance with the category of cases set forth in each of those sub-items (or, in a case that falls under both of the following, the sum of the amounts specified as follows):

the issuer causes securities to be acquired through an exclusive solicitation for acquisition involving specified information on securities, etc. that contains a falsehood, etc.:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total issue value of the securities it causes to be acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue 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);

the issuer sells the securities it owns through a specified solicitation for selling, etc. involving specified information on securities, etc. that contains a falsehood, etc.:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities that they sell (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);

the number arrived at when the number set forth in (a) is divided by the number set forth in (b):

the number of persons provided with the specified information on securities, etc. that contains a falsehood, etc.;

the number of persons to which the specified solicitation, etc. is made.

If an issuer provides or discloses specified information on securities, etc. that contains a falsehood, etc., and an officer, etc. that is involved in providing or disclosing that specified information on securities, etc. that contains a falsity, etc. with the knowledge that the specified information on securities, etc. that contains a falsity, etc. contains false information or lacks information about a particular that is required to be provided or disclosed, sells the securities that the officer, etc. owns through a specified solicitation for selling, etc. that involves the specified information on securities, etc. that contains a falsehood, etc., the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that officer, etc. 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 price of the securities that the officer, etc. sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total price 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) (or, if the specified information on securities, etc. that contains a falsehood, etc. is not disclosed, meaning the amount arrived at when the amount is multiplied by the number set forth in item (ii) of the preceding paragraph).

the amount specified in (a) (or, if the amount set forth in (b) exceeds that set forth in (a), the amount set forth in (b)):

six million yen;

the amount arrived at when the amount set forth in 1. is multiplied by the number set forth in 2.:

the total market value of index securities for calculation issued by the issuer, as calculated pursuant to the provisions of Cabinet Office Order (if the index securities for calculation have no market value or if the issuer has not issued any index securities for calculation, the amount calculated pursuant to the provisions of Cabinet Order as being equivalent to this); and

six hundred thousandths.

the number arrived at when the number set forth in (a) is divided by the number set forth in (b):

the number of persons provided with the information on the issuer, etc. that contains a falsehood, etc.;

the number of persons to which the information on the issuer, etc. are to be provided, in a case when the information is required to be provided pursuant to the provisions of Article 27-32, paragraphs (1) through (3).

The number of months referred to in the proviso to the preceding paragraph is calculated in accordance with the calendar, and if a period of less than one month is subject to the calculation, this is counted as one month.

When a person specified in the following items (the person is referred to as a "person submitting disclosure documents, etc." in the following paragraph) has submitted, provided, or publicized documents or information specified in any of the items (the documents and information are referred to as the "fake disclosure documents, etc." in that paragraph) and there is a person that performed a specified involvement act (hereinafter referred to as "specified involved person" in this paragraph), the Prime Minister must, in accordance with the procedures prescribed in the following Section, order the specified involved person to pay to the national treasury an administrative monetary penalty in the amount specified by Cabinet Office Order as the amount equivalent to the amount of money or the value of other assets which have been paid or is payable as the fees, remuneration, or any other consideration for the specified involvement act:

issuer:a disclosure document for offerings (meaning a disclosure document for offerings prescribed in Article 172-2, paragraph (3)), an annual securities report, etc., or a semiannual securities or extraordinary report, etc. that contains a false statement about a material particular or omits a statement as to a material particular that is required to be stated, specified information on securities, etc. that contains a falsehood, etc., or information on the issuer, etc. that contains a falsehood, etc.; and

tender offeror prescribed in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)):tender offer notification, etc. which contains any fake statement on material particulars or lacks a statement on material particulars that are required to be stated.

The term "specified involvement act" as used in the preceding paragraph means an act which facilitates the submission, provision, or public announcement of fake disclosure documents, etc. by a person submitting disclosure documents, etc. which falls under any of the following items or an act which incites the submission, provision, or publicization of fake disclosure documents, etc. by a person submitting disclosure documents, etc.:

conducting a series of acts to hide or disguise all or part of the facts that should constitute the basis for accounting procedures necessary for the preparation of the fake disclosure documents, etc. and providing advice concerning the preparation of the fake disclosure documents, etc. by the person that prepares the fake disclosure documents, etc. based on the relevant hidden or disguised facts; and