Financial Instruments and Exchange Act

If a person, in violation of the provisions of Article 158, spreads unfounded rumors or uses fraudulent means, or influences the prices of securities, etc. by spreading those unfounded rumors or using those fraudulent means (hereinafter such an act is referred to as a "violation" and the person is referred to as the "violator" in this Article), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order the violator 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 (or, if the violation falls under two or more of the following items, the sum of the amounts specified in those items):

if, in the period between the time of commencement of the violation to the end of the violation (hereinafter referred to as the "duration of the violation" in this Article), the volume of securities sales, etc. that the violator makes on their own account for the securities, etc. involved in the violation, exceeds the volume of purchases, etc. of securities that they make on their own account related to the securities, etc. involved in the violation: the amount arrived at when the amount set forth in (b) is deducted from the amount set forth in (a) (if the resulting amount is less than zero, it is to be zero):

the value of the volume of sales, etc. of securities that is in excess;

the amount arrived at when the lowest securities purchase, etc. price for those securities, etc., from among the lowest prices prescribed in Article 67-19 or Article 130 on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such lowest price, meaning the price specified by Cabinet Office Order as being equivalent to it; the lowest price on the day on which the violation ends is to be the amount specified by Cabinet Office Order), is multiplied by the volume that is in excess;

during the duration of the violation, the volume of purchases, etc. of securities that the violator makes on their own account for the securities, etc. involved in the violation, exceeds the volume of sales, etc. of securities that they make on their own account for the securities, etc. involved in the violation: the amount arrived at when the amount set forth in (b) is deducted from the amount set forth in (a) (if the resulting amount is less than zero, the amount is to be zero):

the amount arrived at when the highest price for sale, etc. of the securities, etc., from among the highest prices prescribed in Article 67-19 or Article 130 on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such highest price, meaning the price specified by Cabinet Office Order as being equivalent to it; the highest price on the day on which the violation ends is to be the amount specified by Cabinet Office Order), is multiplied by the volume that is in excess;

the value of the volume of purchases, etc. of sales that is in excess;

during the period from the commencement of the violation until one month has elapsed since the violation ended, the violator causes the securities involved in the violation, which the violator or a person set forth in the items of paragraph (5) issues, to be acquired through a solicitation with a view to issuing new securities or delivers those securities in a corporate reorganization (meaning a corporate reorganization as defined in Article 2-3, paragraph (1); hereinafter the same applies in this Chapter): the amount arrived at when the amount set forth in (b) below is deducted from the amount set forth in (a) below (if the resulting amount is less than zero, the amount is to be zero):

the amount arrived at when the highest securities purchase, etc. price for the securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization, from among the highest prices as prescribed in Article 67-19 or Article 130 on each day in the period from the end of the violation until one month has elapsed since the violation ended (if there is no such highest price, this means the price specified by Cabinet Office Order as being equivalent to it; the highest price on the day on which the violation ends is the amount specified by Cabinet Office Order), is multiplied by the volume of securities that the violator causes to be acquired through such solicitation with a view to issuing new securities or delivers in the corporate reorganization;

the amount arrived at when the price specified by Cabinet Order as the price of the securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization at the time immediately preceding the violation (hereinafter referred to as the "price immediately preceding the violation" in this Article), is multiplied by the volume of the securities that the violator causes to be acquired through the solicitation with a view to issuing new securities or delivers in the corporate reorganization;

during the period from the commencement of the violation until one month has elapsed since the violation ended, the violator makes a sales, etc. of securities, etc. or a purchase, etc. of securities on the account of any person other than themselves: the amount specified in (a) or (b) in accordance with the category of the person that has conducted the sales, etc. of securities or the purchase, etc. of securities set forth in (a) or (b):.

a person that has made the sales, etc. of securities or the purchase, etc. of securities as an investment of property subject to investment (meaning money or other properties invested by a person that performs any of the acts listed in the items of Article 28, paragraph (4) on a regular basis on behalf of the right holders prescribed in Article 42, paragraph (1); hereinafter the same applies in this Article through Article 175):the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of the property subject to investment which is specified by Cabinet Office Order in the month that includes the day of the sales, etc. of securities or the purchase, etc. of securities (if the sales, etc. of securities or the purchase, etc. of securities has been made over two or more months, the last month of those months); or

a person other than the person set forth in (a):the amount specified by Cabinet Office Order as the amount of fees, remuneration, or any other consideration for the sales, etc. of securities or the purchase, etc. of securities.

The term "sale, etc. of securities" as used in this Article means the sale of securities or commodities (in the case of commodities, limited to sales conducted through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))), a transaction set forth in item (ii) of that paragraph (limited to a transaction in which the violator is the party to pay the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to grant the option), or any other transaction specified by Cabinet Order.

The term "purchase, etc. of securities" as used in this Article means a purchase of securities or commodities (in the case of commodities, limited to purchase made through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))), a transaction set forth in item (ii) of that paragraph (limited to a transaction in which the relevant person is the party to receive the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to acquire the option), or any other transaction specified by Cabinet Order.

The term "value" as used in paragraph (1) means the amount arrived at when the price for sale, etc. of securities is multiplied by the volume of that sale, etc. or when the price for purchase, etc. of securities is multiplied by the volume of that purchase, etc.

In the case referred to in paragraph (1), if the violator makes the sale, etc. of securities or the purchase, etc. of securities on the account of a person set forth in any of the following items, the violator is deemed to have made the sale, etc. of securities or purchase, etc. of securities on their own account (if the person set forth in the relevant item commits the same violation as the violator, this excludes anything that constitutes the same sale, etc. of securities or purchase, etc. of securities as one that the person set forth in that item makes on that person's own account), and the provisions of the preceding paragraphs apply:

a company in which the violator holds the majority of the voting rights held by all the shareholders, etc. or any other person specified by Cabinet Office Order as being closely related to the violator;

a person that shares living expenses with the violator or any other person specified by Cabinet Office Order has a unique relationship with the violator.

For the purposes of calculating the amounts set forth in the items of paragraph (1), if the violator, at the time of the commencement of the violation, makes a sale of the securities or commodities involved in the violation without possessing those securities or commodities (in the case of commodities, limited to sales made through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i))) on their own account or on the account of a person set forth in any of the items of the preceding paragraph (this means a person other than one that commits the same violation; hereinafter the same applies in this paragraph); if the violator, at the time of commencement of the violation, has agreed to conduct a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction of the securities or commodities involved in the violation), in which the violator will be the party to pay the money if the actual figure exceeds the agreed figure on their own account or on the account of a person set forth in any of the items of the preceding paragraph; or in any other case specified by Cabinet Order; the violator, at the time of the commencement of the violation, is deemed to have made a sales, etc. of securities at the price preceding the violation on their own account.

For the purposes of calculating the amounts set forth in the items of paragraph (1), if the violator, at the time of the commencement of the violation owns the securities or commodities involved in the violation; if the violator, at the time of the commencement of the violation has agreed to conduct a transaction set forth in Article 2, paragraph (21), item (ii) in which the violator will be the party to receive the money if the actual figure exceeds the agreed figure (limited to a transaction of the securities or commodities involved in the violation), on their own account or on the account of a person set forth in any of the items of paragraph (5) (this means a person other than one that commits the same violation); and in any other case specified by Cabinet Order; the violator, at the time of the commencement of the violation, is deemed to have made the purchase, etc. of securities at the price preceding the violation on their own account.

The amount set forth in the items of paragraph (1) is calculated for each issue of securities.

If a transaction set forth in Article 2, paragraph (21), item (ii) is settled through the payment and receipt of money based on the actual figure; if the options on a transaction set forth in item (iii) of that paragraph extinguish without being exercised; and in any other case specified by Cabinet Order as being similar; the necessary particulars relevant to the calculation of the administrative monetary penalty referred to in paragraph (1) are specified by Cabinet Order.

Beyond what is provided for in paragraph (2) through the preceding paragraph, the necessary particulars relevant to the calculation of the value of the sales, etc. of securities and the value of the purchase, etc. of securities provided for in paragraph (1), and necessary particulars otherwise relevant to the calculation of the administrative monetary penalty referred to in that paragraph are specified by Cabinet Order.