Financial Instruments and Exchange Act

The corporate insider prescribed in Article 166, paragraph (1) of a listed company, etc. (including the person prescribed in the second sentence of that paragraph) that has come to know a material fact related to business or other matters of the listed company, etc. in a manner prescribed in any of the items of that paragraph must not provide information on the material facts related to business or other matters or recommend the purchase and sale, etc. for the purpose of having other persons gain profits or preventing them from incurring losses by having them make purchase and sale, etc. of regulated securities, etc. of the listed company, etc. before the publication set forth in that paragraph is made with regard to the material facts related to business or other matters.

The person concerned with tender offeror, etc. prescribed in paragraph (1) of the preceding Article (including the person prescribed in the second sentence of that paragraph) related to a tender offeror, etc. that has come to know a fact concerning tender offer, etc. by the tender offeror, etc. in the manner as prescribed in any of the items of that paragraph must not provide information on the fact concerning tender offer, etc. or recommend the purchase, etc. or the sales, etc. for the purpose of having other persons gain profits or preventing them from incurring losses by having them make purchase and sale, etc. of share certificates, etc. related to the tender offer, etc. in cases where the fact is the fact concerning launch of a tender offer, etc. prescribed in that paragraph, or by having them make sales, etc. of share certificates, etc. related to the tender offer, etc. in cases where the fact is the fact concerning suspension of a tender offer, etc. prescribed in that paragraph, before the publication set forth in that paragraph is made with regard to the fact concerning tender offer, etc.

It is prohibited for any person to conduct the following transactions on a financial instruments market established in violation of Article 80, paragraph (1):

the purchase and sale of securities; or

a market derivatives transaction.

It is prohibited for any person to issue public notice of a false quotation on the market price of securities, etc., to prepare documents that state a false quotation on the market price of securities, etc. for the purpose of issuing a public notice of or distributing them, or to distribute those documents.

It is prohibited for any person to accede to the request of the issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc., and prepare documents that state a false statement regarding a material particular in respect of securities issued by, apportioned to, or handled by that person, for the purpose of issuing a public notice of or distributing them, or to distribute those documents.

It is prohibited for an issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc. to make the request referred to in the preceding paragraph.

Any person that receives or promises to receive consideration from an issuer, person making a secondary distribution of securities, person making a solicitation for selling, etc. only for professional investors, etc., underwriter, or financial instruments business operator, etc., or from a tender offeror, etc. provided for in Article 27-3, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)), to publish an opinion that is to provide a decision about investment in respect of securities, issuer, or a tender offeror provided for in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) 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.

In soliciting offers to acquire newly issued securities or in offering to sell or soliciting offers to purchase already-issued securities to many and unspecified persons (referred to as "solicitation to many and unspecified number of persons for securities" in the following Article), it is prohibited for any person to represent to such many and unspecified persons that it or any other person will purchase the securities acquired by those many and unspecified persons at a predetermined price or more (including a price calculated from a predetermined amount using fixed criteria; hereinafter the same applies in this Article), or that it or any other person will arrange for such securities to be sold at a predetermined price or more, and it is prohibited for any person to make a representation that could give rise to the misconception that this is what is being represented; provided, however, that this does not apply if the securities are securities set forth in Article 2, paragraph (1), items (i) through (vi) or other securities specified by Cabinet Office Order.

In a solicitation to many and unspecified number of persons for securities (excluding a solicitation involving the securities set forth in Article 2, paragraph (1), items (i) through (vi) or other securities specified by Cabinet Office Order; hereinafter the same applies in this Article), it is prohibited for the person issuing the solicitation to many and unspecified number of persons for securities, its officer, advisor, consultant, or other person in an equivalent position, or its agent, employee, or any other worker to 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 or of money or more) will be provided for the securities after a certain period (including a representation that could give rise to the misconception that this is what is being represented), as a dividend of profits, distribution of profits, or any other kind of apportionment, regardless of what it is called; provided however, that this does not apply if it is clearly indicated that such representation only indicates an expectation.

In cases where an unregistered business operator (meaning a person that engages in type-I financial instruments business as defined in Article 28, paragraph (1) or type-II financial instruments business as defined in Article 28, paragraph (2) without obtaining registration from the Prime Minister in violation of Article 29; hereinafter the same applies in this paragraph) performed a sale, etc. of unlisted securities (meaning sales, or intermediary or agency therefor, dealings in public offering or secondary distribution 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., in order for the customer to acquire the relevant unlisted securities; hereinafter the same applies in this paragraph) are void; provided, however, that this does not apply where the relevant unregistered business operator or the seller or issuer of the relevant unlisted securities 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 nor corresponds to an act of unfair profiting in light of the customer's knowledge, experience, the status of property or the purpose of concluding the relevant subject contract.

"Unlisted securities" under the preceding paragraph means bonds, share certificates, share option certificates and other securities specified by Cabinet Order for which it is particularly necessary to ensure appropriate transactions that do not correspond to:

securities listed on a financial instruments exchange;

over-the-counter traded securities or tradable securities; or

beyond what is listed in the preceding two items, securities whose trading price or issuer's information can easily be obtained as specified by Cabinet Order.

It is prohibited for any person to engage in the following acts:

using wrongful means, schemes, or techniques in a purchase and sale (excluding one that falls under the category of a derivatives transaction; hereinafter the same applies in this Section, Article 189, paragraph (1), Article 197, paragraph (2), item (ii), and Article 210, paragraph (1)) or other transaction of crypto-and other assets or in a derivatives transaction, etc. (limited to one involving a crypto-and other asset or a financial index (limited to the price or interest rate, etc. of a crypto-and other asset or a numerical value calculated based on any of these; hereinafter referred to as a "cryptoasset-related financial index" in this Section and Section 1 of the following Chapter); hereinafter referred to as a "cryptoasset-related derivatives transaction, etc." in this Article, the following Article, and Article 197, paragraph (2), item (ii));

acquiring money or other property through the use of a document, or by giving any other indication, that contains a false indication about a material particular or that lacks an indication of a material particular that is necessary to prevent it from being misleading, with regard to the purchase and sale or other transaction of crypto-and other assets or a cryptoasset-related derivatives transaction, etc.; or

using false quotations in order to induce a purchase and sale or other transaction of crypto-and other assets or a cryptoasset-related derivatives transaction, etc.

It is prohibited for any person to spread rumors, to use fraudulent means, to commit assault, or to use intimidation for the purpose of conducting a public offering or secondary distribution of specified cryptoassets, a purchase and sale or other transaction of crypto-and other assets, or a cryptoasset-related derivatives transaction, etc., or for the purpose of causing a fluctuation in the market price of a crypto-and other asset, etc. (meaning a crypto-and other asset or option (limited to one involving a crypto-and other asset or a cryptoasset-related financial index; referred to as a "cryptoasset-related option" in Article 171-5, paragraph (1), item (iii), Article 171-6, paragraph (1), and Section 1 of the following Chapter), or a cryptoasset-related financial index that is connected with a derivatives transaction; the same applies in this Section, Section 1 of that Chapter, and Article 197, paragraph (2), item (ii)).