Financial Instruments and Exchange Act

If a person violates the provisions of Article 166 paragraph (1) or (3) in making a purchase and sale, etc. prescribed in Article 166 paragraph (1), the Prime Minister must, in accordance with the procedures prescribed in the following Section, order that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (or, if the violation falls under two or more cases set forth in the following items, the sum of the amounts specified in those two or more items) (in the case where the purchase and sale, etc. was made in the name of another person, an amount equivalent to 1.5 times that amount):

the person violates the provisions of Article 166, paragraph (1) or (3) in making a sale, etc. of securities on their own account (limited to one made within six months prior to the date on which a material fact about the business that is provided for in Article 166, paragraph (1) is publicized (excluding a sale, etc. of securities on the date of the publicization which is made after the material fact is publicized); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:

the amount arrived at when the price at which the person made the sale, etc. of securities is multiplied by the volume of that securities sale, etc.;

the amount arrived at when the lowest price during the two weeks after the material fact about the business, etc. is publicized, is multiplied by the volume of that sale, etc. of securities;

the person violates the provisions of Article 166, paragraph (1) or (3) in making a purchase, etc. of securities on their own account (limited to one made within six months prior to the date on which the material fact about the business, etc. set forth in Article 166, paragraph (1) is publicized (excluding a purchase, etc. of securities on the date of publicization which is made after the material fact is publicized); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:

the amount arrived at when the highest price during the two weeks after the material fact about the business, etc. is publicized, is multiplied by the volume of that purchase, etc. of securities;

the amount arrived at when the price at which the person made the purchase, etc. of securities, is multiplied by the volume of that purchase, etc. of securities;

the person that makes a purchase and sale, etc. as prescribed in Article 166, paragraph (1) has made that purchase and sale, etc. on the account of any person other than themselves (excluding the cases in which an officer, etc. prescribed in paragraph (10) has made the purchase and sale, etc. referred to in that paragraph): the amount specified in (a) or (b) below in accordance with the category of the person that has made the purchase and sale, etc. set forth in (a) or (b):

a person that has made the purchase and sale, etc. as an investment of property subject to investment:the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of the property subject to investment which is specified by Cabinet Office Order in the month that includes the day of the purchase and sale, etc. (in cases where the purchase and sale, etc. has been conducted over two or more months, the last month of those months); or

a person other than the person set forth in (a):the amount specified by Cabinet Office Order as the amount of fees, remuneration, or any other consideration for the purchase and sale, etc.

If a person violates the provisions of Article 167, paragraph (1) or (3) in making a purchase, etc. involving the specified share certificates, etc. or related share certificates, etc. prescribed in Article 167, paragraph (1) or a sale, etc. involving the share certificates, etc. prescribed in that paragraph, the Prime Minister must, in accordance with the procedures prescribed in the following Section, order that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (or, if the violation falls under two or more cases set forth in the following items, the sum of the amounts specified in those two or more items) (in the case where the purchase, etc. or sale, etc. was made in the name of another person, an amount equivalent to 1.5 times that amount):

the person violates the provisions of Article 167, paragraph (1) or (3) in making a sale, etc. of securities on their own account (limited to one made within six months prior to the date on which the fact that a tender offer, etc. will be launched or of the fact that a tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed (excluding a sale, etc. of securities on the date of disclosure which is made after the fact is disclosed); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:

the amount arrived at when the price at which the person made the sale, etc. of securities is multiplied by the volume of that sale, etc.;

the amount arrived at when the lowest price during the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or of the fact that the tender offer, etc. will be suspended, for that sale, etc. of securities (in the case of the fact that the tender offer, etc. will be launched prescribed in Article 167, paragraph (1), the lower of that price and the price arrived at when the closing price on the day before the disclosure of the fact that the tender offer, etc. will be launched, for that sale, etc. of securities, is divided by 1.5) is multiplied by the volume of that sale, etc.;

the person violates the provisions of Article 167, paragraph (1) or (3) in making a purchase, etc. of securities on their own account (limited to one made within six months prior to the date on which the fact that the tender offer, etc. will be launched or the fact that a tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed (excluding a purchase, etc. of securities on the date of disclosure which is made after the fact is disclosed); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:

the amount arrived at when the highest price during the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended for that purchase, etc. of securities (in the case of the fact that the tender offer, etc. will be launched prescribed in Article 167, paragraph (1), the higher of that price and the price arrived at when the closing price on the day before the disclosure of the fact that the tender offer, etc. will be launched, for that purchase, etc. of securities, is multiplied by 1.5) is multiplied by the volume of that purchase, etc.;

the amount arrived at when the price at which the person made the purchase, etc. of securities is multiplied by the volume of that purchase, etc.;

the person that makes a purchase, etc. of the specified share certificates, etc. or related share certificates, etc. prescribed in Article 167, paragraph (1), or a sale, etc. of the share certificates, etc. prescribed in that paragraph, makes that purchase, etc. or sale, etc. on the account of any person other than themselves: the amount specified in (a) or (b) below in accordance with the category of the person that has made the purchase, etc. or sales, etc. set forth in (a) or (b):

a person that has made the purchase, etc. or sales, etc. as an investment of property subject to investment:the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of the property subject to investment which is specified by Cabinet Office Order in the month that includes the day of the purchase, etc. or sales, etc. (in cases where the purchase, etc. or sales, etc. has been made over two or more months, the last month of those months); or

a person other than the person set forth in (a):the amount specified by Cabinet Office Order as the amount of fees, remuneration, or any other consideration for the purchase, etc. or sales, etc.

The term "sale, etc. of securities" as used in the preceding two paragraphs means the sale of securities, a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the violator is the party to pay the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to grant the option), or any other transaction specified by Cabinet Order.

The term "purchase, etc. of securities" as used in paragraphs (1) and (2) means a purchase of securities, a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the relevant person is the party to receive the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to acquire the option), or any other transaction specified by Cabinet Order.

The term "lowest price in the two weeks after the disclosure of the material fact about the business" as used in paragraph (1), item (i), (b) means the lowest price from among the lowest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which a material fact about business which is provided for in Article 166, paragraph (1) is disclosed until the day on which two weeks have elapsed counting from the day following that day (if there is no such price, the amount specified by Cabinet Office Order as being equivalent to it, and the lowest price on the day on which the material fact is disclosed is the amount specified by Cabinet Office Order).

The term "highest price in the two weeks after the disclosure of the material fact about the business" as used in paragraph (1), item (ii), (a) means the highest price among the highest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which a material fact about business which is provided for in Article 166, paragraph (1) is disclosed until the day on which two weeks have elapsed counting from the day following that day (if there is no such price, the amount specified by Cabinet Office Order as being equivalent to it, and the highest price on the day on which the material fact is disclosed is the amount specified by Cabinet Office Order).

The term "lowest price in the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended" as used in paragraph (2), item (i), (b) means the lowest price from among the lowest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which the fact that the tender offer, etc. will be launched or of the fact that the tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed until the day on which two weeks have elapsed counting from the day following that day (if there is no such price, the amount specified by Cabinet Office Order as being equivalent to it, and the lowest price on the day on which the fact is disclosed is the amount specified by Cabinet Office Order).

The term "closing price on the day before the disclosure of the fact that the tender offer, etc. will be launched" as used in paragraph (2), item (i), (b) and item (ii), (a) means the closing price prescribed in Article 67-19 or Article 130 on the day before the day on which the disclosure of the fact that the tender offer, etc. will be launched prescribed in Article 167, paragraph (1) is made (if there is no such price, or if there are two or more such prices, the amount specified by Cabinet Office Order as being equivalent to it).

The term "highest price in the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended" as used in paragraph (2), item (ii), (a) means the highest among the highest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed until the day on which two weeks have elapsed counting from the day following that day (if there is no such price, the amount specified by Cabinet Office Order as being equivalent to it, and the highest price on the day on which the fact is disclosed is the amount specified by Cabinet Office Order).

The provisions of paragraph (1) (excluding item (iii)) apply mutatis mutandis if the officer, etc., prescribed in Article 166, paragraph (1), item (i), of a listed company, etc. (meaning a listed company, etc. prescribed in Article 163, paragraph (1), and including a parent company, subsidiary company, asset management company, and specified associated corporation prescribed in Article 166, paragraph (1), item (i); the same applies in paragraph (14) of the following Article) violates the provisions of Article 166, paragraph (1) or (3) in making a purchase and sale, etc. prescribed in Article 166, paragraph (1) on the account of that listed company, etc. In this case, the phrase "that person" in paragraph (1) is deemed to be replaced with "the listed company, etc.", and the phrase "on their own account" in items (i) and (ii) of that paragraph is deemed to be replaced with "on the account of the listed company, etc.".

In the case referred to in paragraph (1), a person that makes a purchase and sale, etc. prescribed in Article 166, paragraph (1) on the account of a person set forth in any of the following items is deemed to have made that purchase and sale, etc. on their own account (if the person set forth in that item makes a purchase and sale, etc. prescribed in paragraph (1) of that Article in violation of the provisions of paragraph (1) or (3) of that Article on their own account, excluding the same purchase and sale, etc. as that purchase and sale, etc.), and the provisions of paragraph (1) apply:

a company in which the person that makes the purchase and sale, etc. holds the majority of the voting rights held by all of the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the person that makes the purchase and sale, etc.;

a person that shares living expenses with the person that makes the purchase and sale, etc., or any other person specified by Cabinet Office Order as having a unique relationship with the person that makes that purchase and sale, etc.

In the case referred to in paragraph (2), a person that makes a purchase, etc. of the specified share certificates, etc. or the related share certificates, etc. prescribed in Article 167, paragraph (1) or a sale, etc. of the share certificates, etc. prescribed in that paragraph on the account of a person set forth in any of the following items, is deemed to have made that purchase, etc. or sale, etc. on their own account (if the person set forth in the items has violated the provisions of paragraph (1) or (3) of that Article in making a purchase, etc. of the specified share certificates, etc. or the related share certificates, etc. prescribed in paragraph (1) of that Article or a sale, etc. of the share certificates, etc. prescribed in that paragraph on their own account, excluding the same purchase, etc. or sale, etc. as that purchase, etc. or sale, etc.), and the provisions of paragraph (2) apply:

a company in which the person that makes the purchase, etc. or sale, etc. holds the majority of the voting rights held by all of the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the person that makes that purchase, etc. or sale, etc.;

a person that shares living expenses with the person that makes the purchase, etc. or sale, etc., or any other person specified by Cabinet Office Order as having a unique relationship with the person that makes the purchase, etc. or sale, etc.

Beyond what is prescribed in paragraphs (3) through (9) and the preceding two paragraphs, if the sale, etc. of securities or purchase, etc. of securities provided for in paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (10); hereinafter the same applies in this paragraph) and paragraph (2) constitutes a transaction set forth in Article 2, paragraph (21), item (ii), the price and volume and other necessary particulars relevant to calculation of the administrative monetary penalty referred to in paragraph (1) or (2) are specified by Cabinet Order.