Financial Instruments and Exchange Act

If any of the following items applies, the person that has committed the violation is subject to punishment by imprisonment for not more than five years, a fine of not more than five million yen, or both:

when, in the case of a public offering of securities or secondary distribution of securities for which a notification under Article 4, paragraph (1) is required, a general solicitation involving securities acquired by a qualified institutional investor for which a notification under paragraph (2) of that Article is required, or a general solicitation, etc. involving securities acquired by a professional investor, etc. for which a notification under paragraph (3) of that Article is required, the person conducts that public offering, secondary distribution, general solicitation involving securities acquired by a qualified institutional investor, or general solicitation, etc. involving securities acquired by a professional investor, etc., or handles any of these, without those notifications having been accepted;

when the person, in submitting or sending a copy of a document under Article 6 (including as applied mutatis mutandis pursuant to Article 12; Article 23-12, paragraph (1); Article 24, paragraph (7); Article 24-2, paragraph (3); Article 24-4-4, paragraph (5); Article 24-4-5, paragraph (2); Article 24-5, paragraph (6); Article 24-6, paragraph (3); and these provisions (excluding Article 24-6, paragraph (3)) as applied mutatis mutandis pursuant to Article 27); Article 24-7, paragraph (4) (including as applied mutatis mutandis pursuant to Article 24-7, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 27-3, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27-13, paragraph (3)); Article 27-11, paragraph (4); Article 27-13, paragraph (3); and Article 27-22-2, paragraphs (2) and (3)); or Article 27-22-2, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (8)), submits or sends, as a copy of the original document, a document that contains a false statement about a material particular and whose content differs from that of the original document;

when the person violates the provisions of Article 15, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 23-8, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 27-3, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); Article 27-8, paragraph (7) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)); or Article 27-8, paragraph (9) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) and Article 27-22-3, paragraph (4));

when the person fails to issue public notice under Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) or Article 27-10, paragraph (4);

when the person fails to submit an annual securities report under Article 24, paragraph (1) or (3) (including as applied mutatis mutandis pursuant to paragraph (5) of that Article (including as applied mutatis mutandis pursuant to Article 27) and Article 27) or Article 24, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27) or a document attached to it, an amended report under Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27), an internal control report under Article 24-4-4, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-4-4, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27) and Article 27) or Article 24-4-4, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27) or a document attached to it, an amended report under Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-4-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27), a tender offer statement under Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), a written tender offer withdrawal notice under Article 27-11, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), a tender offer report under Article 27-13, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), a statement of large-volume holdings under Article 27-23, paragraph (1) or Article 27-26, paragraph (1), or a statement of changes under Article 27-25, paragraph (1) or Article 27-26, paragraph (2);

when the person submits an attached document, an internal control report or a document attached to it, or a semiannual securities report, extraordinary report, or an amended report in connection with any of these reports, under Article 24, paragraph (6) or Article 24-2, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 24-4-4, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-4-4, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27) and Article 27); Article 24-4-4, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27); Article 24-4-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); Article 24-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 24-5, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27) and Article 27), or Article 24-5, paragraph (4) or (5) (including as applied mutatis mutandis pursuant to Article 27); a report on repurchase under Article 24-6, paragraph (1) or (2) or its amended report; a parent company, etc. status report or its amended report under Article 24-7, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 24-7, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27) and Article 27), or under Article 7, paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 24-7, paragraph (3) (including as applied mutatis mutandis pursuant to Article 24-7, paragraph (6) (including as applied mutatis mutandis pursuant to Article 27) and Article 27); a target company's position statement under Article 27-10, paragraph (1), an amended report under Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-10, paragraph (8), a tender offeror's answer under Article 27-10, paragraph (11), an amended report under Article 27-8, paragraphs (1) through (4) as applied mutatis mutandis pursuant to Article 27-10, paragraph (12), a statement of large-volume holdings under Article 27-23, paragraph (1) or Article 27-26, paragraph (1), a statement of changes under Article 27-25, paragraph (1) or Article 27-26, paragraph (2), or an amended report under Article 27-25, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-26, paragraph (6)) or under Article 9, paragraph (1) or Article 10, paragraph (1) as applied mutatis mutandis pursuant to Article 27-29, paragraph (1), that contains a false statement about a material particular;

when the person, in making a copy of a document under Article 25, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27) (other than a document set forth in Article 25, paragraph (1), items (iv) and (vii)) available for public inspection, makes a document that contains a false statement about a material particular and whose content differs from that of the original document available for public inspection, as a copy of the original document;

when the person delivers a tender offer explanation under Article 27-9, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), or a tender offer explanation that is amended pursuant to Article 27-9, paragraph (4) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), that contains a false statement about a material particular;

when the person issues public notice indicating that the person will change the terms of purchase, etc. of a tender offer in a way that violates the provisions of Article 27-6, paragraph (1), or gives public notice indicating that the person will effect a tender offer withdrawal, etc. under the main clause of Article 27-11, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) despite not falling under the provisions of the proviso to Article 27-11, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2));

when the person fails to give the notice under Article 27-22-3, paragraph (2), or gives a false notice;

when the person issues or handles a specified solicitation, etc., despite the specified information on securities involved in that specified solicitation, etc. not having been provided or disclosed;

when the person fails to provide or disclose the information on the issuer under Article 27-32, paragraph (1) or (2), or violates the provisions of paragraph (4) of that Article (limited to the part that involves the information on the issuer);

the person violates a disposition to discontinue services under the provisions of Article 63-5, paragraph (3) (including as applied mutatis mutandis pursuant to Article 63-3, paragraph (2)) or Article 63-13, paragraph (3) (including as applied mutatis mutandis pursuant to Article 63-11, paragraph (2));

the person makes a false notification when making a notification under Article 63-9, paragraph (1) or Article 63-11, paragraph (1), or makes a false statement or record in a document or electronic or magnetic record that is required to be attached to the notification referred to in Article 63-9, paragraph (1) pursuant to paragraph (2) or (3) of that Article and submits the document or record;

the person violates the provisions of Article 167-2, paragraph (1) (limited to the cases in which the person that receives information referred to in that paragraph or the person that has been recommended to make the purchase and sale, etc. referred to in that paragraph by the violation makes the purchase and sale, etc. of regulated securities, etc. related to the violation before the disclosure referred to in that paragraph is considered to be made for the material facts related to business or other particulars prescribed in Article 166, paragraph (1) related to the violation (excluding cases that fall under the cases set forth in the items of paragraph (6) of that Article)); or

the person violates the provisions of Article 167-2, paragraph (2) (limited to the cases in which the person that has received information referred to in that paragraph or that has been recommended to make the purchase, etc. or the sales, etc. referred to in that paragraph by the violation makes the purchase, etc. or the sales, etc. of share certificates, etc. related to the violation before the disclosure referred to in Article 167, paragraph (1) is considered to be made for the facts of the tender offer, etc. related to the violation (excluding cases that fall under the cases set forth in the items of paragraph (5) of that Article)).

A person that falls under any of the following items is subject to punishment by imprisonment for not more than five years, a fine of not more than five million yen, or both:

an officer of an incorporated association-operated financial instruments exchange (including a provisional board member or provisional auditor; the same applies in the following item) or an employee of an incorporated association-operated financial instruments exchange entrusted with a certain type of particular concerning business or a specific particular concerning business, who uses a prospectus, advertisement on the solicitation, or other documents concerning the solicitation that contains a false statement regarding a material particular, in soliciting persons to subscribe for shares issued pursuant to the provisions of Article 101-9 (including private placement; hereinafter the same applies in this item);

an officer of an incorporated association-operated financial instruments exchange or an employee of an incorporated association-operated financial instruments exchange who is entrusted with a certain type of particular concerning business or a specific particular concerning business, who falsifies payment to disguise the payment of shares issued pursuant to the provisions of Article 101-9, or a person that complies with the falsifying of payment.