Financial Instruments and Exchange Act

A person set forth in the following items (hereinafter referred to as a "person related to a large-volume trader" in this Article) who has come to know, as provided for in each of those items, the fact concerning the implementation of a large-volume sale or large-volume purchase or the fact concerning the suspension of a large-volume sale or large-volume purchase by a person that makes a sale (limited to one specified by Cabinet Order as likely to have a significant influence on the price, and other particulars of cryptoassets, etc.; hereinafter referred to as a "large-volume sale" in this Article and paragraph (3) of the following Article) or purchase (limited to one specified by Cabinet Order as likely to have a significant influence on the price, and other particulars of cryptoassets, etc.; hereinafter referred to as a "large-volume purchase" in this Article and paragraph (3) of the following Article) of a cryptoasset (limited to one handled by a financial instruments business operator in services for purchase and sale, etc. of cryptoassets (including one for which the body that decides on the business execution of the financial instruments business operator has decided to commence such handling)) or of a security set forth in Article 2, paragraph (1), item (xix) that represents an option relating to that cryptoasset or any other security or cryptoasset specified by Cabinet Order as related to that cryptoasset (hereinafter referred to as "cryptoassets, etc." in this paragraph, paragraph (5), items (ii) and (vii) through (ix), Article 175-4, paragraph (3), items (i) and (ii), paragraph (15), and paragraph (17)) (hereinafter referred to as a "large-volume trader" in this Article) must not, until after the disclosure of the fact concerning the implementation of the large-volume sale or large-volume purchase or the fact concerning the suspension of the large-volume sale or 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, make a sale, etc. of cryptoassets, etc. relating to that implementation of a large-volume sale or suspension of a large-volume purchase (meaning a sale of cryptoassets, etc. or other transaction specified by Cabinet Order; hereinafter the same applies in this Article, paragraph (3) of the following Article, Article 175-4, paragraph (3), and Article 197-2, paragraph (1), item (xix)), and 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, make a purchase, etc. of cryptoassets, etc. relating to that implementation of a large-volume purchase or suspension of a large-volume sale (meaning a purchase of cryptoassets, etc. or other transaction specified by Cabinet Order; hereinafter the same applies in this Article, paragraph (3) of the following Article, Article 175-4, paragraph (3), and Article 197-2, paragraph (1), item (xix)). The same applies to a person related to a large-volume trader who has come to know the fact concerning the implementation of the large-volume sale or large-volume purchase or the fact concerning the suspension of the large-volume sale or large-volume purchase as provided for in the following items, and who is within six months after ceasing to be a person related to a large-volume trader set forth in each of those items.

an officer, etc. of the large-volume trader (including, if the large-volume trader is a corporation, the parent company of that corporation and, if that corporation is an investment corporation (meaning an investment corporation prescribed in Article 2, paragraph (12) of the Act on Investment Trusts and Investment Corporations), the asset management company of that corporation (meaning an asset management company prescribed in paragraph (21) of that Article) and the parent company of that asset management company; hereinafter the same applies in this paragraph) (or, if the large-volume trader is a person other than a corporation, its agent or employee): coming to know the fact in connection with the person's duties;

the specified cryptoasset issuer of the specified cryptoasset pertaining to the large-volume sale or large-volume purchase (including, if the specified cryptoasset issuer is a corporation, the parent company of that corporation; hereinafter referred to as the "issuer of subject specified cryptoassets" in this item through item (v)) or an officer, etc. of the issuer of subject specified cryptoassets (or, if the issuer of subject specified cryptoassets is a person other than a corporation, its agent or employee): if such a person has come to know the fact by receiving information from the large-volume trader (in the case of an officer, etc., if the person has come to know the fact in connection with the person's duties by receiving information from the large-volume trader);

a shareholder of the large-volume trader or the issuer of subject specified cryptoassets (limited to a person that has come to know, as provided in the preceding item, the fact concerning the implementation of a large-volume sale or large-volume purchase by the large-volume trader or the fact concerning the suspension of a large-volume sale or large-volume purchase; the same applies in the following item and item (v)) which has the right prescribed in Article 433, paragraph (1) of the Companies Act (including a person specified by Cabinet Order as having a right similar thereto), or a member of the large-volume trader or the issuer of subject specified cryptoassets which has the right prescribed in paragraph (3) of that Article (including a person specified by Cabinet Order as having a right similar thereto) (including the officer, etc. of such a shareholder or member, if such a shareholder or member is a corporation, and the agent or employee of such a shareholder or member, if such a shareholder or member is a person other than a corporation): coming to know the fact in connection with the exercise of that right;

a person that has statutory authority over the large-volume trader or the issuer of subject specified cryptoassets: coming to know the fact in connection with the exercise of that authority;

a person other than an officer, etc. of the large-volume trader or the issuer of subject specified cryptoassets (or, if the large-volume trader or the issuer of subject specified cryptoassets is a person other than a corporation, other than its agent or employee), that has concluded, or is in negotiations to conclude, a contract with the large-volume trader or the issuer of subject specified cryptoassets (including an officer, etc. of that person if that person is a corporation, and an agent or employee of that person if that person is a person other than a corporation): coming to know the fact in connection with the conclusion or negotiation, or the performance, of the contract; and

an officer, etc. of a person set forth in item (ii), item (iii) or the preceding item that is a corporation (limited to a case where another officer, etc. of that corporation, of which that person is an officer, etc., has come to know, as provided in item (ii), item (iii) or the preceding item respectively, the fact concerning the implementation of a large-volume sale or large-volume purchase by the large-volume trader or the fact concerning the suspension of a large-volume sale or large-volume purchase): coming to know the fact in connection with that person's duties.

The fact concerning the implementation of a large-volume sale or large-volume purchase or the fact concerning the suspension of a large-volume sale or large-volume purchase prescribed in the preceding paragraph means the fact that a large-volume trader (or the organ that decides on the execution of operations of the large-volume trader, if the large-volume trader is a corporation; hereinafter the same applies in this paragraph) has decided to carry out a large-volume sale or large-volume purchase respectively, or the fact that a large-volume trader has decided not to carry out the large-volume sale or large-volume purchase relating to that decision (limited to a decision that has been publicized); provided, however, that this does not apply to a fact that falls under the criteria specified by Cabinet Office Order as having only a minor influence on investors' investment decisions.

A person that receives communication of the fact concerning the implementation of a large-volume sale or large-volume purchase or the fact concerning the suspension of a large-volume sale or large-volume purchase prescribed in paragraph (1) (hereinafter in this Article, paragraph (3) of the following Article, Article 175-4, paragraph (3) and Article 197-2, paragraph (1), item (xix), referred to as the "fact concerning large-volume trading") that a person related to a large-volume trader (including a person prescribed in the second sentence of paragraph (1); hereinafter the same applies in this paragraph and paragraph (5)) has come to know as provided in the items of paragraph (1), from that person related to a large-volume trader (excluding a person that is set forth in the items of paragraph (1) and that has come to know the fact concerning large-volume trading as provided in the relevant item), or another officer, etc. of the corporation to which a person that has received that communication in the course of duty is affiliated, that has come to know the fact concerning large-volume trading in connection with that person's duties, must not, 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, make sale, etc. of cryptoassets, etc. relating to that implementation of a large-volume sale or suspension of a large-volume purchase, and 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, make purchase, etc. of cryptoassets, etc. relating to that implementation of a large-volume purchase or suspension of a large-volume sale, unless the fact concerning large-volume trading has been publicized.

The term "has been publicized" in the preceding three paragraphs means that, with regard to the fact concerning large-volume trading, the large-volume trader has taken the measures specified by Cabinet Order as measures to make it known to a large number of persons.

The provisions of paragraphs (1) and (3) do not apply in the following cases:

if a person that holds a right which, by being exercised against a specified cryptoasset issuer, enables the person to be provided with or transferred specified cryptoassets acquires or takes over specified cryptoassets by exercising that right;

if a person that has acquired an option relating to cryptoassets, etc. makes sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. by exercising that option;

if sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. is made based on an obligation under a law or regulation;

if sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. is made as specified by Cabinet Order under Article 159, paragraph (3) or Article 171-5, paragraph (3);

if a person that has come to know the fact concerning the implementation of a large-volume sale or the fact concerning the suspension of a large-volume purchase prescribed in paragraph (1) makes sale, etc. of cryptoassets, etc. to a person that knows that fact, other than through the services for purchase and sale, etc. of cryptoassets of a financial instruments business operator, a financial instruments exchange market or an over-the-counter securities market (excluding a case where both parties to that sale, etc. of cryptoassets, etc. know that sale, etc. of cryptoassets, etc. will further be made, in violation of paragraph (1) or (3), with respect to the cryptoassets, etc. subject to that sale, etc. of cryptoassets, etc.), or if a person that has come to know the fact concerning the implementation of a large-volume purchase or the fact concerning the suspension of a large-volume sale prescribed in paragraph (1) makes purchase, etc. of cryptoassets, etc. from a person that knows that fact, other than through the services for purchase and sale, etc. of cryptoassets of a financial instruments business operator, a financial instruments exchange market or an over-the-counter securities market;

if a specified person concerned with a large-volume trader (meaning a person related to a large-volume trader that has come to know, as provided in the items of paragraph (1), the fact concerning the implementation of a large-volume sale or large-volume purchase prescribed in that paragraph; hereinafter the same applies in this item) that is not the person set forth in item (i) of that paragraph, or a person that has received communication of the fact concerning the implementation of a large-volume sale or large-volume purchase prescribed in that paragraph from a specified person concerned with a large-volume trader (the person excludes a specified person concerned with a large-volume trader, and includes an officer, etc. of the person if the person is a corporation, and an agent or employee of the person if the person is a person other than a corporation) makes sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. (limited to a case where six months have passed since the day on which a specified person concerned with a large-volume trader came to know the fact concerning the implementation of a large-volume sale or large-volume purchase prescribed in that paragraph as provided in the items of that paragraph, or since the day of receiving the communication in the case of a person that has received the communication);

if, upon a merger, etc., cryptoassets, etc. are succeeded to or the other party is caused to succeed to those cryptoassets, etc., and the proportion of the book value of those cryptoassets, etc. to the total amount of the book value of the assets succeeded to upon that merger, etc. is less than the proportion specified by Cabinet Office Order as a particularly low proportion;

if a resolution of the board of directors on the determination of the content of a contract for a merger, etc. (for an incorporation-type company split, an incorporation-type company split plan) was passed before coming to know the fact concerning large-volume trading of the large-volume trader, and cryptoassets, etc. relating to that large-volume sale or large-volume purchase are succeeded to, or the other party is caused to succeed to them, upon that merger, etc. in accordance with that resolution;

if, upon an incorporation-type company split (excluding one carried out jointly with another company), cryptoassets, etc. are caused to be succeeded to by a company incorporated in the incorporation-type split;

if sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. is made as the performance of a contract concerning the sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. relating to that large-volume sale or large-volume purchase that was concluded before coming to know the fact concerning large-volume trading of the large-volume trader, or as the implementation of a plan for the sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. relating to that large-volume sale or large-volume purchase that was decided before coming to know the fact concerning large-volume trading of the large-volume trader, or if sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. that is obviously based on other special circumstances equivalent thereto is made (limited to a case specified by Cabinet Office Order); or

if a cryptoasset is provided or acquired by providing certain services based on the technical specifications of the cryptoasset, or if sale, etc. of cryptoassets, etc. or purchase, etc. of cryptoassets, etc. that is obviously based on other special circumstances equivalent thereto is made (limited to a case specified by Cabinet Office Order).