Financial Instruments and Exchange Act

If a person makes a purchase and sale of securities, market derivatives transaction, or over-the-counter derivatives transaction that is in violation of the provisions of Article 159, paragraph (1), offers to conduct such a transaction, or entrusts, etc. a person with conducting such a transaction (hereinafter the act is referred to as a "violation" and the person is referred to as a "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 cases set forth in the following items, the sum of the amounts specified in those items):

during the period from the 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 the sale, etc. of securities that the violator makes on their own account for the securities, etc. (meaning securities or options, or financial instruments (other than securities) or financial indexes connected with derivatives transactions; hereinafter the same applies in this Article and the following Article) that are involved in the violation, exceeds the volume of the purchase, etc. of securities that the violator makes on their own account for the securities, etc. that are 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 value of the volume of sales, etc. of securities that is in excess;

the amount arrived at when the lowest price for purchase, etc. of securities for the relevant 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 has ended (if there is no such price, this means the price specified by Cabinet Office Order as being equivalent to it, and the lowest price on the day on which the violation ends is 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. that are involved in the violation, exceeds the volume of sales, etc. of securities that the violator makes on their own account for the securities, etc. that are involved in the violation: 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 price for sale, etc. of securities for the relevant securities, etc., 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 price, this means the price specified by Cabinet Office Order as being equivalent to it and the highest price on the day on which the violation ends is 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 securities 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 they 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 the securities in a corporate reorganization: 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 price, this means the price specified by Cabinet Office Order as being equivalent to it and 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 the solicitation with a view to issuing new securities or delivers in the corporate reorganization;

the amount arrived at when the price at the commencement of the violation 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, is multiplied by the volume of 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 commits a violation or makes a sale, etc. of securities or 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 committed the violation, the sales, etc. of securities or the purchase, etc. of securities set forth in (a) or (b):

a person that has committed the violation or has made the sales, etc. of securities or the purchase, etc. of securities as an investment of property subject to investment: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 violation, the sales, etc. of securities or the purchase, etc. of securities (if the violation, the sales, etc. of securities or the purchase, etc. of securities has been conducted 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 violation, 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 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 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 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 violator is the party to receive 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 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 their 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 as having a unique relationship with the violator.

For the purposes of calculating the amount set forth in the items of paragraph (1), if a violator has, at the time of the commencement of the violation, made sales of the securities or commodities subject to 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 any person listed in the items of the preceding paragraph (excluding a person that has committed the same violation; hereinafter the same applies in this paragraph), if the violator has, at the time of the commencement of the violation, concluded an agreement for a transaction set forth in Article 2, paragraph (21), item (ii) (limited to the transactions of securities or commodities subject to the violation) under which the person is obligated to pay money if the actual figure exceeds the agreed figure on their own account or on account of any person listed in the items of the preceding paragraph, or in any other cases specified by Cabinet Order, the violator is deemed to have made on their own account, the sales, etc. of securities at the time of the commencement of the violation and the price at that time.

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

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 sale, 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.