Financial Instruments and Exchange Act

A person set forth in the following items (hereinafter referred to as a "person concerned with a specified cryptoasset issuer" in this Article) who has come to know a material fact concerning specified cryptoassets, etc. pertaining to a specified cryptoasset issuer as provided for in each of those items must not, until after the material fact concerning the specified cryptoassets, etc. has been publicized, conduct a purchase and sale or other provision or transfer, or acquisition or receipt, for value, a succession through a merger or company split (meaning to have another succeed, or to succeed, through a merger or company split), or a derivatives transaction (hereinafter referred to as "purchase and sale, etc." in this Article, the following Article, Article 171-10, paragraphs (1) and (2), Article 175-3, paragraphs (1), (2), and (12) through (15), Article 175-4, paragraphs (1) and (2), Article 178, paragraphs (47) and (48), and Article 197-2, paragraph (1), items (xvii) and (xviii)) relating to the specified cryptoasset pertaining to the material fact concerning the specified cryptoassets, etc. (limited to one handled in services for purchase and sale, etc. of cryptoassets by a financial instruments business operator (limited to a person that conducts services for purchase and sale, etc. of cryptoassets; hereinafter the same applies in this Article through Article 171-9, Article 171-15, paragraph (2), Article 175-3, paragraph (13), and Article 175-4, paragraph (20)) (including one for which the body that decides on the business execution of the financial instruments business operator has decided to commence such handling); hereinafter referred to as "subject specified cryptoassets" in this paragraph and paragraph (6), items (i) and (x)) or relating to a security set forth in Article 2, paragraph (1), item (xix) that represents an option relating to those subject specified cryptoassets or any other security or cryptoasset specified by Cabinet Order as related to those subject specified cryptoassets (hereinafter referred to as "subject specified cryptoassets, etc." in paragraph (3), paragraph (6), items (ii) through (x), Article 171-10, paragraph (1), Article 175-3, paragraphs (1), (12), and (14), Article 175-4, paragraphs (1), (7), and (9), Article 175-5, Article 178, paragraph (47), Article 185-7, paragraphs (22) and (25), and Article 197-2, paragraph (1), item (xvii)). The same applies to a person concerned with a specified cryptoasset issuer who has come to know a material fact concerning the specified cryptoassets, etc. pertaining to that specified cryptoasset issuer as provided for in the following items, and who is within one year after ceasing to be a person concerned with a specified cryptoasset issuer set forth in each of those items.

the officer, etc. of the specified cryptoasset issuer (including its parent company, if the specified cryptoasset issuer is a corporation; hereinafter the same applies in this paragraph) (or, if the specified cryptoasset issuer is a person other than a corporation, its agent or employee):coming to know the material fact related to the person's duties;

a shareholder of the specified cryptoasset issuer that 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 to such a right), or a member of the specified cryptoasset issuer that has the right prescribed in Article 433, paragraph (3) of that Act (including a person specified by Cabinet Order as having a right similar to such a right) (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 material fact related to the exercise of that right;

a person that has statutory authority over the specified cryptoasset issuer:coming to know the material fact related to the exercise of that authority;

a person other than an officer, etc. of the specified cryptoasset issuer (or, if the specified cryptoasset issuer is a person other than a corporation, its agent or employee), that has concluded, or is in negotiations to conclude, a contract with the specified cryptoasset issuer (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 material fact in the conclusion, negotiation, or implementation of the contract; and

the officer, etc. of a person set forth in item (ii) or the preceding item that is a corporation (limited to the officer, etc. of a corporation when another officer, etc. of the corporation comes to know the material fact concerning the specified cryptoassets, etc. pertaining to the specified cryptoasset issuer pursuant to item (ii) or the preceding item, respectively):coming to know the material fact related to the person's duties.

The material fact concerning specified cryptoassets, etc. prescribed in the preceding paragraph means any of the following facts (for the facts set forth in items (i) and (ii), this excludes a fact that falls under the criteria specified by Cabinet Office Order as having only a minor influence on investors' investment decisions):

the body that decides on the business execution of the specified cryptoasset issuer has decided to perform any of the following matters, or has decided not to perform a matter that was subject to the decision (limited to a decision that has been publicized):

a change in the technical specifications of the specified cryptoasset pertaining to the specified cryptoasset issuer;

an offer to provide a newly issued specified cryptoasset pertaining to the specified cryptoasset issuer or the solicitation of an offer to acquire it; an offer to transfer an already issued specified cryptoasset or the solicitation of an offer to receive its transfer; or an offer to provide a right that, when exercised against the specified cryptoasset issuer, enables the holder to be provided with or receive the transfer of the specified cryptoasset, or the solicitation of an offer to acquire such a right;

the commencement, suspension, or termination of the provision of services related to the specified cryptoasset pertaining to the specified cryptoasset issuer;

a business alliance relating to the specified cryptoasset pertaining to the specified cryptoasset issuer, or the dissolution of such an alliance;

discontinuation of the services relating to the maintenance of the technical specifications of the specified cryptoasset pertaining to the relevant specified cryptoasset issuer;

dissolution of the relevant specified cryptoasset issuer (excluding dissolution due to a merger);

matters specified by Cabinet Order as equivalent to the matters set forth in (a) through (f).

the occurrence of any of the following facts with regard to the relevant specified cryptoasset issuer:

damage arising from a disaster, or damage arising in the course of performing operations, with regard to the specified cryptoasset pertaining to the relevant specified cryptoasset issuer or the operations pertaining thereto;

a decision by the body that decides on the business execution of a financial instruments business operator to commence the handling of the specified cryptoasset pertaining to the relevant specified cryptoasset issuer in its services for purchase and sale, etc. of cryptoassets, or approval of the listing of options pertaining to that specified cryptoasset;

a decision by the body that decides on the business execution of a financial instruments business operator to cease the handling of the specified cryptoasset pertaining to the relevant specified cryptoasset issuer in its services for purchase and sale, etc. of cryptoassets, or facts constituting the cause for the delisting of options pertaining to that specified cryptoasset;

a decision by a partner to commence, suspend or terminate the provision of services related to the specified cryptoasset pertaining to the relevant specified cryptoasset issuer;

facts specified by Cabinet Order as equivalent to the facts set forth in (a) through (d).

beyond the facts set forth in the preceding two items, material facts concerning the specified cryptoasset pertaining to the relevant specified cryptoasset issuer or the operations pertaining thereto that have a significant influence on investors' investment decisions.

A person that receives communication, from a person concerned with a specified cryptoasset issuer (including a person prescribed in the second sentence of paragraph (1); hereinafter the same applies in this paragraph), of a material fact regarding specified cryptoassets, etc. prescribed in paragraph (1) that the person concerned with a specified cryptoasset issuer came to know in the manner prescribed in the items of that paragraph (other than a person set forth in any of the items of that paragraph who came to know the material fact regarding the specified cryptoassets, etc. in the manner prescribed in the relevant item), or another officer, etc. of the corporation to which a person that receives that communication in the course of duty is affiliated, who came to know the material fact regarding the specified cryptoassets, etc. in connection with that person's duties, must not make a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. until the material fact regarding the specified cryptoassets, etc. has been publicized.

"Publicized" in paragraph (1), paragraph (2), item (i) and the preceding paragraph means that the relevant specified cryptoasset issuer has taken the measures specified by Cabinet Order as measures to place the material fact regarding specified cryptoassets, etc. prescribed in paragraph (1) in a state in which it can be known by a large number of persons, or that the information on specified cryptoassets, etc. or the amended specified cryptoasset information, etc. of the relevant specified cryptoasset issuer in which the material fact regarding the specified cryptoassets, etc. is stated or recorded has been publicized.

In paragraph (1), paragraph (1), item (i) of the following Article, and Article 171-9, paragraph (1), items (i) and (ii), "parent company" means a company specified by Cabinet Order as a company that controls another company.

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

if a person that holds a right which can be exercised against a specified cryptoasset issuer to receive the provision or transfer of subject specified cryptoassets acquires or takes transfer of subject specified cryptoassets by exercising that right;

if a person that has acquired options pertaining to subject specified cryptoassets, etc. makes a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. by exercising those options;

if a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. is made on the basis of an obligation under laws and regulations;

if a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. is made as specified by Cabinet Order as referred to in Article 159, paragraph (3) or Article 171-5, paragraph (3);

if a person that has come to know a material fact regarding specified cryptoassets, etc. prescribed in paragraph (1) makes a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. with a person that knows the material fact regarding the specified cryptoassets, etc. other than through the services for purchase and sale, etc. of cryptoassets of a financial instruments business operator, or the financial instruments exchange market or the over-the-counter securities market (excluding the case where both parties making the purchase and sale, etc. know that, with regard to the subject specified cryptoassets, etc. pertaining to the purchase and sale, etc., a purchase and sale, etc. will further be made in violation of the provisions of paragraph (1) or paragraph (3));

if subject specified cryptoassets, etc. are caused to be succeeded or are succeeded upon a merger, etc., and the proportion of the book value of the subject specified cryptoassets, etc. to the total amount of the book value of the assets succeeded upon the merger, etc. is below the proportion specified by Cabinet Office Order as a particularly low proportion;

if a resolution at a board of directors meeting relating to a decision on 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 a material fact regarding specified cryptoassets, etc. prescribed in paragraph (1) pertaining to a specified cryptoasset issuer, and the subject specified cryptoassets, etc. of that specified cryptoasset issuer are caused to be succeeded or are succeeded upon that merger, etc. in accordance with that resolution;

if subject specified cryptoassets, etc. are caused to be succeeded to by a company incorporated in the incorporation-type split through an incorporation-type company split (excluding an incorporation-type company split effected jointly with another company);

if a purchase and sale, etc. is made as the performance of a contract for a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. that was concluded before coming to know a material fact regarding specified cryptoassets, etc. prescribed in paragraph (1), or as the implementation of a plan for a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. that was decided before coming to know the material fact regarding the specified cryptoassets, etc. prescribed in that paragraph, or a purchase and sale, etc. that is obviously a purchase and sale, etc. pertaining to subject specified cryptoassets, etc. based on other special circumstances equivalent thereto is made (limited to a case specified by Cabinet Office Order);

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