Financial Instruments and Exchange Act

Notwithstanding the provisions of Article 121, if a financial instruments exchange seeks to list securities issued by the following persons for purchase and sale on a financial instruments exchange market it operates, or to list such securities, financial indexes connected to them, or options on them for market derivatives transactions on a financial instruments exchange market it operates, it must obtain the approval of the Prime Minister for the listing, on each occasion and for each financial instruments exchange market on which it seeks to list them; provided, however, that this does not apply if such a listing is made based on an order under the provisions of the following Article:

the financial instruments exchange in question;

a person that has the financial instruments exchange as its subsidiary company;

an incorporated financial instruments exchange or financial instruments exchange holding company that holds a number of subject voting rights in a person set forth in any of the preceding two items which is equal to or greater than the threshold holding right of all shareholders' voting rights (other than a person set forth in the preceding item);

an incorporated financial instruments exchange or financial instruments exchange holding company that is a subsidiary company of the financial instruments exchange;

a parent commodity exchange, etc. that holds a number of subject voting rights in a person set forth in item (i) or (ii) which is equal to or greater than the threshold holding ratio of all shareholders' voting rights (other than a person set forth in item (ii)); or

a parent commodity exchange, etc. that is a subsidiary company of the financial instruments exchange.

If an application is filed for the approval referred to in the preceding paragraph and the Prime Minister finds the application to fall under any of the following items, the Prime Minister must not grant the approval referred to in that paragraph:

the listing concerning the application is likely to impair the sound and appropriate operation of the business of any of the following financial instruments exchanges:

the relevant financial instruments exchange;

a financial instruments exchange that has the relevant financial instruments exchange as its subsidiary company;

an incorporated financial instruments exchange that holds a number of subject voting rights in the relevant financial instruments exchange (including a person that has the relevant financial instruments exchange as its subsidiary company) which is equal to or greater than the threshold holding ratio of all shareholders' voting rights (other than a person set forth in (b));

an incorporated financial instruments exchange that is a subsidiary company of the relevant financial instruments exchange;

an incorporated financial instruments exchange that is the subsidiary company of a person that has the relevant financial instruments exchange as its subsidiary company (other than a person set forth in any of (a) through (d)); and

an incorporated financial instruments exchange that is the subsidiary company of a person that holds a number of subject voting rights in the relevant financial instruments exchange (including a person that has the relevant financial instruments exchange as its subsidiary company) which is equal to or greater than the threshold holding ratio of all shareholders' voting rights (other than a person set forth in any of (a) through (e));

the fairness of transactions on the financial instruments exchange market is not ensured for the listing to which the application pertains.

Notwithstanding the provisions of Article 121, if a financial instruments exchange seeks to list securities issued by any of the following persons for purchase and sale on a financial instruments exchange market it operates, or to list the securities, financial indexes connected to them, or options on them for the purpose of market derivatives transactions on a financial instruments exchange market it operates, it must obtain the approval of the Prime Minister for the listing, for each occasion and for each financial instruments exchange market on which it seeks to list them; provided, however, that this does not apply if the listing is made based on an order under the provisions of the following Article:

a person that holds a number of subject voting rights in the financial instruments exchange (including a person that has the financial instruments exchange as its subsidiary company) which is equal to or greater than the threshold holding ratio of all shareholders' voting rights (other than a person set forth in any of the items of paragraph (1)); or

a subsidiary company of the financial instruments exchange (unless the subsidiary company is an incorporated financial instruments exchange, financial instruments exchange holding company, or parent commodity exchange, etc.).

If an application is filed for the approval referred to in the preceding paragraph and the Prime Minister finds that the fairness of transactions on the financial instruments exchange market is not ensured for the listing to which the application pertains, the Prime Minister must not grant the approval referred to in that paragraph.

If the issuer of share certificates, etc. that a financial instruments exchange lists issues share certificates, etc. that the financial instruments exchange does not list, and the Prime Minister finds it to be necessary and proper in the public interest or for the protection of investors, the Prime Minister may order the financial instruments exchange to list those share certificates, etc.

If a financial instruments exchange seeks to delist securities listed for purchase and sale or financial instruments, etc. listed for market derivatives transactions, it must notify the Prime Minister of this, for each financial instruments exchange market from which it seeks to delist them.

Notwithstanding the provisions of the preceding paragraph, if a financial instruments exchange lists securities specified in Article 124, paragraph (1) for purchase and sale on a financial instruments exchange market it operates, or lists securities, financial indexes, or options under that paragraph for market derivatives transactions on a financial instruments exchange market it operates, and it seeks to delist those securities, financial indexes, or options, it must obtain the approval of the Prime Minister for the delisting, for each financial instruments exchange market from which it seeks to delist them; provided, however, that this does not apply if the delisting is made based on an order under Article 129, paragraph (1).

If a financial instruments exchange violates its operational rules in seeking to list or delist financial instruments, etc. or in listing or delisting them, the Prime Minister may order the financial instruments exchange to delist the listed financial instruments, etc., to re-list the delisted financial instruments, etc., or to take the necessary measures to rectify the violation. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

In applying the provisions of Chapter III, Section 2 of the Administrative Procedure Act, if the notice referred to in Article 15, paragraph (1) of that Act is given at the hearing for a disposition under the provisions of the preceding paragraph, the issuer of securities that are among the financial instruments, etc. referred to in the preceding paragraph is deemed to be the person that receives the notice referred to in Article 15, paragraph (1) of that Act.

If a financial instruments exchange suspends or cancels the suspension of the purchase and sale of securities or market derivatives transactions on a financial instruments exchange market it operates for financial instruments, etc. it lists, it must notify the Prime Minister of this without delay, for each financial instruments exchange market it operates.

If an issuer of securities that a financial instruments exchange lists violates this Act, an order based on this Act, or the rules of the financial instruments exchange that lists the securities, and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order the financial instruments exchange to suspend the purchase and sale of those securities on the financial instruments exchange market or to delist them. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

With regard to the application of the provisions of Chapter III, Section 2 of the Administrative Procedure Act if the notice referred to in Article 15, paragraph (1) of that Act is given at the hearing for a disposition under the provisions of the preceding paragraph, the issuer provided for in the preceding paragraph is deemed to be the person that receives the notice referred to in Article 15, paragraph (1) of that Act.

Pursuant to the provisions of Cabinet Office Order, a financial instruments exchange must notify its members, etc. of, and also disclose to the public, the daily total transaction volume on the financial instruments exchange markets it operates and the highest price, lowest price, closing price, agreed figure, amount receivable, and other particulars, for each day and for each issue of financial instruments, etc. it lists.

Pursuant to the provisions of Cabinet Office Order, a financial instruments exchange must report to the Prime Minister the daily total transaction volume on the financial instruments exchange markets it operates and the highest price, lowest price, closing price, agreed figure, amount receivable, and other particulars, for each day and for each issue of financial instruments, etc. it lists.

The Prime Minister is to notify the Minister with jurisdiction over a commodity market prescribed in Article 194-6-2, pursuant to the provisions of Cabinet Office Order, of the matters reported to the Prime Minister under the provisions of the preceding paragraph which are specified by Cabinet Office Order as the particulars concerning commodity-related market derivatives transactions.

The provisions of Article 116 apply mutatis mutandis if a member's, etc. purchase and sales of securities or market derivatives transactions on a financial instruments exchange market are suspended pursuant to the provisions of this Act or the articles of incorporation of the financial instruments exchange.

A member, etc. must comply with the brokerage contract rules prescribed by the financial instruments exchange to which it belongs in becoming entrusted with the purchase and sale of securities or market derivatives transactions on a financial instruments exchange market (excluding brokerage for clearing of securities, etc.).

A financial instruments exchange must establish detailed regulations for the following particluras in connection with the financial instruments exchange markets it operates, for each of its financial instruments exchange markets, in its brokerage contract rules:

the conditions for becoming entrusted with the purchase and sale of securities or market derivatives transactions;

delivery and other means of settlement for purchase and sales of securities or market derivatives transactions;

the particulars of granting credit for becoming entrusted with the purchase and sale of securities; and

in addition to the particulars set forth in the preceding three items, necessary particulars relevant in becoming entrusted with the purchase and sale of securities or market derivatives transactions.

The provisions of Article 103-2, paragraph (5) apply mutatis mutandis if the provisions of Article 122, paragraph (1), Article 123 and Article 124, paragraphs (1) through (3) are applicable.