Financial Instruments and Exchange Act

The provisions of the proviso to Article 331, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) of that Act); Article 332, paragraph (2) of that Act (including as applied mutatis mutandis pursuant to Article 334, paragraph (1) of that Act); Article 336, paragraph (2) of that Act; and the proviso to Article 402, paragraph (5) of that Act do not apply to financial instruments business operators (limited to those engaged in type-I financial instruments business, investment management business or cryptoasset trading business).

A person that has become the major shareholder (meaning a major shareholder as prescribed in Article 29-4, paragraph (2); hereinafter the same applies in this Section) of a financial instruments business operator (limited to one engaged in type-I financial instruments business, investment management business or cryptoasset trading business and excluding foreign corporations; hereinafter the same applies in this Subsection) must submit a statement of holdings in subject voting rights which states the subject voting right holding rate (meaning the rate arrived at when the number of subject voting rights held by the holder of those subject voting rights is divided by the number of voting rights held by all the shareholders, etc. in the relevant financial instruments business operator), the purpose for which they are held, and other particulars specified by Cabinet Office Order to the Prime Minister, without delay, pursuant to the provisions of Cabinet Office Order.

A document pledging that the relevant person does not fall under the purview of Article 29-4, paragraph (1), item (v), (c), 1. or 2., or (d), 1. through 3., and other documents specified by Cabinet Office Order must accompany the statement of holdings in subject voting rights referred to in the preceding paragraph.

If a major shareholder other than the specified major shareholder of a financial instruments business operator becomes the specified major shareholder of the relevant financial instruments business operator, it must notify the Prime Minister of this without delay, pursuant to the provisions of Cabinet Office Order.

The term "specified major shareholder" as used in the preceding paragraph means a person that holds subject voting rights exceeding 50 percent of voting rights held by all the shareholders, etc. in a company.

The provisions of Article 29-4, paragraph (5) apply mutatis mutandis if the provisions of the preceding paragraph are applicable.

If the major shareholder of a financial instruments business operator falls under any of the categories in Article 29-4, paragraph (1), item (v), (c), 1. or 2. or (d), 1. through 3., the Prime Minister may order the relevant major shareholder to take measures so that it will cease to be the major shareholder of the relevant financial instruments business operator or to take any other necessary measures within a fixed period of no longer than three months.

If the Prime Minister finds it to be particularly necessary in the public interest or for the protection of investors in light of state of the business or assets of the specified major shareholder (meaning a specified major shareholder as provided for in paragraph (4) of the preceding Article; the same applies hereinafter) of a financial instruments business operator (if such a specified major shareholder is a corporation, this includes the state of the assets of a subsidiary corporation, etc. of such specified major shareholder (meaning a person falling under the category of a corporation or other organization in which the specified major shareholder holds the majority of the voting rights held by all the shareholders, etc., or that otherwise satisfies the requirements specified by Cabinet Order as a corporation or other organization that is closely related to the specified major shareholder)), the Prime Minister may, to the extent necessary, order the specified major shareholder to take measures that are necessary for improving the financial instruments business operator's business operations or the state of its assets.

If the specified major shareholder of a financial instruments business operator violates an order under the preceding paragraph, the Prime Minister may order the specified major shareholder to take measures so that it will cease to be the major shareholder of the financial instruments business operator or to take other necessary measures within a fixed period of no longer than three months.

If the major shareholder of a financial instruments business operator ceases to be the major shareholder of that financial instruments business operator, it must notify the Prime Minister of this without delay.

If the specified major shareholder of a financial instruments business operator becomes a major shareholder other than the specified major shareholder of that financial instruments business operator, it must notify the Prime Minister of this without delay, pursuant to the provisions of Cabinet Office Order.

The provisions of Article 32, paragraphs (1) and (2), Article 32-2, paragraph (1) and paragraph (1) of the preceding Article apply mutatis mutandis to the shareholders or equity holders of a holding company (meaning a holding company as prescribed in Article 29-4, paragraph (3); the same applies hereinafter) that has a financial instruments business operator as its subsidiary company (meaning a subsidiary company as prescribed in Article 29-4, paragraph (4)).

It is prohibited for a bank or cooperative financial institution, or for any other financial institution specified by Cabinet Order (hereinafter collectively referred to as a "financial institution" in this Article and the following Article) to engage in securities services, investment management business, or cryptoasset trading business; provided, however, that with regard to securities services or cryptoasset trading business, this does not apply if the financial institution conducts the purchase and sale of securities or cryptoassets, or securities-related derivatives transactions for the purpose of investment pursuant to the provisions of other Acts or on the account of a person that entrusts it to do so based on a trust contract.

The provisions of the main clause of the preceding paragraph do not apply if a financial institution conducts brokerage with written orders (meaning conducting a purchase and sale of securities or a securities-related derivatives transaction on a customer's account upon receiving written orders from the customer, and excluding transactions conducted based on its solicitation of a customer for such an order and transactions conducted upon the receipt of an order from the customer in connection with the financial institution's investment advisory business; the same applies in item (i) of the following Article) or performs the act set forth in the relevant of the following items in connection with the securities or transactions set forth in that item:

securities set forth in Article 2, paragraph (1), items (i) and (ii); securities set forth in Article 2, paragraph (1), item (iii) (limited to those for which the government guarantees the redemption of the principal and the payment of interest, short-term bonds prescribed in Article 54-4, paragraph (1) of the Shinkin Bank Act (Act No. 238 of 1951), and short-term agriculture and forestry bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act (Act No. 93 of 2001)); securities set forth in Article 2, paragraph (1), item (iv); securities set forth in Article 2, paragraph (1), item (v) (limited to those for which the government guarantees the redemption of the principal and the payment of interest, and short-term corporate bonds prescribed in Article 66, item (i) of the Act on Book-Entry Transfer of Corporate Bonds and Shares or those specified by Cabinet Order as similar to these); securities set forth in Article 2, paragraph (1), item (viii); securities set forth in Article 2, paragraph (1), item (xi) (limited to short-term investment corporation bonds prescribed in Article 139-12, paragraph (1) of the Act on Investment Trusts and Investment Corporations and those specified by Cabinet Order as similar to these; referred to as "short-term investment corporation bonds, etc." in the following item); securities set forth in Article 2, paragraph (1), items (xii) through (xiv); securities set forth in Article 2, paragraph (1), item (xv) (limited to those with a term between the day of issuance and the day of redemption of less than one year); securities set forth in Article 2, paragraph (1), item (xvi); securities specified by Cabinet Order among those set forth in Article 2, paragraph (1), item (xvii); securities set forth in Article 2, paragraph (1), item (xviii); securities specified by Cabinet Order among those set forth in Article 2, paragraph (1), item (xxi); and rights set forth in the items of Article 2, paragraph (2) that are deemed to be securities pursuant to the provisions of that paragraph (excluding the rights set forth in item (iii) or (iv) of that paragraph or electronically recorded transferable rights that are specified by Cabinet Order): acts set forth in Article 2, paragraph (8), items (i) through (iii), (vi), (viii), and (ix);

securities set forth in Article 2, paragraph (1), items (x) and (xi) (excluding short-term investment corporation bonds, etc.):acts set forth in Article 2, paragraph (8), items (i) through (iii), and acts set forth in Article 2, paragraph (8), item (ix) (excluding dealings in a secondary distribution of securities and in a solicitation for selling, etc. only for professional investors, etc.);

securities set forth in Article 2, paragraph (1), item (xvii) that have the nature set forth in Article 2, paragraph (1), item (i): the following acts:

market derivatives transactions, foreign market derivatives transaction, and acts set forth in Article 2, paragraph (8), item (ii) or (iii) in connection with these transactions;

dealings in a private placement; and

acts set forth in Article 2, paragraph (11), item (i), (a) through (c) (excluding those set forth in (a) and (b)) that the financial institution is entrusted with by a financial instruments business operator (limited to those engaged in type-I financial instruments business) and performs for that financial instruments business operator;

securities other than those set forth in the preceding three items: the following acts:

dealings in a private placement (excluding those involving securities specified by Cabinet Order); and

acts set forth in Article 2, paragraph (11), item (i), (a) through (c) (excluding those set forth in (a)) that the financial institution is entrusted with by a financial instruments business operator (limited to those engaged in type-I financial instruments business) and performs for that financial instruments business operator;

the following transactions: acts set forth in Article 2, paragraph (8), item (iv) (with regard to transactions set forth in (b), excluding those that fall under the category of cases specified by Cabinet Order as those in which the transaction is conducted with a large number of persons as the other parties thereto):

over-the-counter derivatives transactions of securities set forth in item (i) (including indices calculated by the method agreed upon between the parties based on the prices of two or more securities connected with the relevant securities); and

over-the-counter derivatives transactions that are connected with the securities set forth in the preceding three items (including indices calculated by the method agreed between the parties based on prices of two or more securities related to the relevant securities), and that can only be settled through the delivery and receipt of the difference in prices;

the purchase and sale of securities, securities-related derivatives transactions, and other transactions specified by Cabinet Order:brokerage for clearing of securities, etc.

The provisions of Article 29 do not apply if a financial institution performs on a regular basis acts, among the following acts (hereinafter referred to as "derivatives transactions, etc."), other than those set forth in Article 28, paragraph (10), items (iii) through (vi) (hereinafter referred to as "securities-related derivatives transactions, etc."), performs acts other than those set forth in Article 28, paragraph (10), item (vii) among those specified in Article 2, paragraph (8), item (v) on a regular basis, performs acts set forth in Article 2, paragraph (8), item (vii) on a regular basis, provides investment advisory and agency business, or provides securities, etc. management or performs on a regular basis acts specified by Cabinet Order as cases equivalent thereto:

market derivatives transactions, etc. (meaning market derivatives transactions or acts set forth in Article 2, paragraph (8), item (ii) or (iii) in connection with the transactions);

over-the-counter derivatives transactions, etc.; and

foreign market derivatives transaction, etc. (meaning foreign market derivatives transaction or acts set forth in Article 2, paragraph (8), item (ii) or (iii) in connection with the transaction).