Financial Instruments and Exchange Act

A person concerned with a specified cryptoasset issuer prescribed in Article 171-7, paragraph (1) (including a person prescribed in the second sentence of that paragraph) that has come to know a material fact concerning specified cryptoassets, etc. prescribed in that paragraph as provided in the items of that paragraph must not, for the purpose of enabling another person to gain a profit or avoid a loss by causing that other person to make purchase and sale, etc. of subject specified cryptoassets, etc. before the public announcement under that paragraph is deemed to have been made with regard to the material fact concerning the specified cryptoassets, etc., communicate the material fact concerning the specified cryptoassets, etc. or recommend that other person to make that purchase and sale, etc.

A cryptoasset trading business operator insider prescribed in Article 171-8, paragraph (1) (including a person prescribed in the second sentence of that paragraph) that has come to know a material fact concerning the handling, etc. of cryptoassets prescribed in that paragraph as provided in the items of that paragraph must not, for the purpose of enabling another person to gain a profit or avoid a loss by causing that other person to make purchase and sale, etc. of subject cryptoassets, etc. before the public announcement under that paragraph is deemed to have been made with regard to the material fact concerning the handling, etc. of the cryptoassets, communicate the material fact concerning the handling, etc. of the cryptoassets or recommend that other person to make that purchase and sale, etc.

A person related to a large-volume trader prescribed in paragraph (1) of the preceding Article (including a person prescribed in the second sentence of that paragraph) that has come to know a fact concerning large-volume trading as provided in the items of that paragraph must not, for the purpose of enabling another person to gain a profit or avoid a loss, before the public announcement under that paragraph is deemed to have been made with regard to the fact concerning large-volume trading, by causing that other person to make sale, etc. of cryptoassets, etc. relating to that implementation of a large-volume sale or suspension of a large-volume purchase in the case of the fact concerning the implementation of a large-volume sale or the fact concerning the suspension of a large-volume purchase prescribed in that paragraph, or to make purchase, etc. of cryptoassets, etc. relating to that implementation of a large-volume purchase or suspension of a large-volume sale in the case of the fact concerning the implementation of a large-volume purchase or the fact concerning the suspension of a large-volume sale prescribed in that paragraph, communicate the fact concerning large-volume trading or recommend that other person to make that sale, etc. of cryptoassets, etc. or that purchase, etc. of cryptoassets, etc.

No person may publicly notify false market prices of crypto-and other assets, etc., or prepare or distribute a document containing false market prices of crypto-and other assets, etc. for the purpose of publicly notifying or distributing it.

No person may, at the request of a specified cryptoasset issuer, a person that conducts a public offering or secondary distribution of specified cryptoassets, an underwriter of specified cryptoassets, or a financial instruments business operator, prepare or distribute, for the purpose of publicly notifying or distributing it, a document containing a false statement regarding a material particular concerning crypto-and other assets issued by, apportioned to or handled by those persons.

A specified cryptoasset issuer, a person that conducts a public offering or secondary distribution of specified cryptoassets, an underwriter of specified cryptoassets, or a financial instruments business operator must not make the request referred to in the preceding paragraph.

Any person that receives or promises to receive consideration from a specified cryptoasset issuer, a person that conducts a public offering or secondary distribution of specified cryptoassets, an underwriter of specified cryptoassets, a financial instruments business operator, or a large-volume trader, etc. (meaning a large-volume trader prescribed in Article 171-9, paragraph (1) and its related persons specified by Cabinet Order), to publish an opinion that is to provide a decision about investment in respect of crypto-and other assets, a specified cryptoasset issuer or a large-volume trader prescribed in that paragraph 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.

No person may, when conducting, toward many and unspecified persons, an offer to provide newly issued specified cryptoassets or the solicitation of an offer to acquire them, or an offer to sell or the solicitation of an offer to purchase already issued specified cryptoassets (referred to in the following Article as a "solicitation to many and unspecified number of persons for specified cryptoassets"), make to many and unspecified persons a representation to the effect that oneself or another person will purchase the specified cryptoassets acquired by those persons at a price specified in advance (including a price calculated by certain criteria from an amount specified in advance; hereinafter the same applies in this Article) or a price exceeding it, or will arrange to sell them at a price specified in advance or a price exceeding it, or a representation that may be mistaken for such a representation; provided, however, that this does not apply if the specified cryptoassets are specified cryptoassets specified by Cabinet Office Order.

A person that conducts a solicitation to many and unspecified number of persons for specified cryptoassets (excluding one relating to specified cryptoassets specified by Cabinet Office Order; hereinafter the same applies in this Article), or the officer, advisor, consultant or other person in an equivalent position, or the agent, employee or any other worker of such a person, must not, upon that solicitation to many and unspecified number of persons for specified cryptoassets, make a representation to many and unspecified persons indicating that a fixed amount of money or more (including an amount that can be calculated in advance using fixed criteria; hereinafter the same applies in this Article) (including anything that can be disposed of to generate a fixed amount of money or more) will be provided for the specified cryptoassets for a certain period, regardless of what it is called (including a representation that could give rise to the misconception that this is what is being represented); provided, however, that this does not apply if it is clearly indicated that the content of such a representation only indicates an expectation.

In the case where an unregistered business operator (meaning a person that engages in the cryptoasset trading business prescribed in Article 28, paragraph (5) without obtaining registration from the Prime Minister in violation of Article 29; hereinafter the same applies in this paragraph) performs a sale, etc. of an unlisted cryptoasset (meaning sales, or intermediary or agency therefor, public offering or secondary distribution of specified cryptoassets or the handling thereof, or any other similar act specified by Cabinet Order; hereinafter the same applies in this paragraph), the subject contract (meaning a contract related to the relevant sale, etc. or a contract concluded based on the relevant sale, etc., the content of which is the acquisition of the unlisted cryptoasset by a customer; hereinafter the same applies in this paragraph) is void; provided, however, that this does not apply where the relevant unregistered business operator, or the seller of the relevant unlisted cryptoasset or the specified cryptoasset issuer related to the relevant subject contract (limited to the parties to the relevant subject contract), proves that the relevant sale, etc. neither impairs customer protection in light of the customer's knowledge, experience, the status of property and the purpose of concluding the relevant subject contract, nor corresponds to an act of unfair profiting.

The term "unlisted cryptoasset" in the preceding paragraph means a cryptoasset that does not fall under any of the following cryptoassets:

a cryptoasset that is handled by a financial instruments business operator in its services for purchase and sale, etc. of cryptoassets;

a cryptoasset specified by Cabinet Order as a cryptoasset, other than that set forth in the preceding item, for which the trading price or information on that cryptoasset (including information on the specified cryptoasset issuer, if that cryptoasset is a specified cryptoasset) can be easily obtained.

The provisions of Article 161, paragraph (1) apply mutatis mutandis to cryptoasset-related market derivatives transactions and cryptoasset-related over-the-counter derivatives transactions, the provisions of Article 162, paragraph (1) (limited to the portion pertaining to item (ii)) apply mutatis mutandis to the transactions prescribed in Article 2, paragraph (21), items (ii) and (iii) (limited to those that fall under cryptoasset-related market derivatives transactions), and the provisions of Article 167-3 (limited to the portion pertaining to item (ii)) apply mutatis mutandis to cryptoasset-related market derivatives transactions. In this case, in Article 162, paragraph (1), item (ii), for the transaction set forth in Article 2, paragraph (21), item (ii), "an immediate purchase of securities if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates" is deemed to be replaced with "an immediate transaction to become the party to receive the money if the actual figure (limited to the figure of the cryptoasset-related financial index prescribed in Article 171-3, item (i); hereinafter the same applies in this item) exceeds the agreed figure (limited to the figure of the cryptoasset-related financial index prescribed in that item; hereinafter the same applies in this item), when the market price of the agreed figure rises above the market price at the time of entrustment to at least the level that the entrusting person indicates", and "an immediate sale of securities if the market price falls below the market price at the time of entrustment to at least the level that the entrusting person indicates" is deemed to be replaced with "an immediate transaction to become the party to receive the money if the actual figure falls below the agreed figure, when the market price of the agreed figure declines below the market price at the time of entrustment to at least the level that the entrusting person indicates"; and for the transaction set forth in Article 2, paragraph (21), item (iii), "an immediate purchase of securities if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates" is deemed to be replaced with "an immediate transaction to become the party to acquire a cryptoasset-related option (meaning the cryptoasset-related option prescribed in Article 171-4; hereinafter the same applies in this item), when the market price of the cryptoasset-related option rises above the market price at the time of entrustment to at least the level that the entrusting person indicates", and "an immediate sale of securities if the market price falls below the market price at the time of entrustment to at least the level that the entrusting person indicates" is deemed to be replaced with "an immediate transaction to become the party to grant the cryptoasset-related option, when the market price of the cryptoasset-related option falls below the market price at the time of entrustment to at least the level that the entrusting person indicates".