Financial Instruments and Exchange Act

A person set forth in the following items (hereinafter referred to in this Article as a "cryptoasset trading business operator insider") that has come to know, in the manner prescribed in the relevant item, a material fact regarding the handling, etc. of cryptoassets pertaining to a financial instruments business operator must not make a purchase and sale, etc. of the cryptoassets pertaining to the material fact regarding the handling, etc. of the cryptoassets (limited to those handled by a financial instruments business operator in its services for purchase and sale, etc. of cryptoassets (including those for which the body that decides on the business execution of the financial instruments business operator has made a decision to commence such handling); hereinafter referred to in this paragraph and in paragraph (5), items (i) and (x) as "subject cryptoassets"), or of securities set forth in Article 2, paragraph (1), item (xix) that represent options pertaining to the subject cryptoassets, or other securities or cryptoassets specified by Cabinet Order as related to the subject cryptoassets (referred to as "subject cryptoassets, etc." in paragraph (3), paragraph (5), items (ii) through (x), Article 171-10, paragraph (2), Article 175-3, paragraphs (2), (13) and (15), Article 175-4, paragraphs (2), (11) and (13), Article 175-5, Article 178, paragraph (48), Article 185-7, paragraph (25), and Article 197-2, paragraph (1), item (xviii)), until the material fact regarding the handling, etc. of the cryptoassets has been publicized. The same applies to a cryptoasset trading business operator insider that has come to know a material fact regarding the handling, etc. of cryptoassets pertaining to the relevant financial instruments business operator in the manner prescribed in the following items, and that is within one year after ceasing to be a cryptoasset trading business operator insider set forth in the relevant item.

an officer, etc. of the relevant financial instruments business operator (including the parent company of the relevant financial instruments business operator; hereinafter the same applies in this paragraph): when the person comes to know it in connection with the person's duties;

a shareholder of the relevant financial instruments business operator that has the right prescribed in Article 433, paragraph (1) of the Companies Act, or a member that has the right prescribed in paragraph (3) of that Article (including the officer, etc. of the shareholder or member if the shareholder or member is a corporation, and the agent or employee of the shareholder or member if the shareholder or member is a person other than a corporation): when the person comes to know it in connection with the exercise of that right;

a person that has authority under laws and regulations over the relevant financial instruments business operator: when the person comes to know it in connection with the exercise of that authority;

a person that has concluded a contract with, or is in negotiations to conclude a contract with, the relevant financial instruments business operator (including the officer, etc. of that person if that person is a corporation, and the agent or employee of that person if that person is a person other than a corporation), other than an officer, etc. of the relevant financial instruments business operator: when the person comes to know it in connection with the conclusion of or negotiations for that contract, or its performance.

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 regarding the handling, etc. of cryptoassets pertaining to the relevant financial instruments business operator, as prescribed in item (ii) or the preceding item, respectively): when the person comes to know it in connection with the person's duties.

The material fact regarding the handling, etc. of cryptoassets 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 relevant financial instruments business operator has decided to carry out any of the following matters, or the body has decided not to carry out a matter subject to the decision (limited to a decision that has been publicized):

the commencement of the handling of cryptoassets in services for purchase and sale, etc. of cryptoassets;

the discontinuation of the handling of cryptoassets in services for purchase and sale, etc. of cryptoassets;

the dissolution of the relevant financial instruments business operator (excluding dissolution due to a merger);

matters specified by Cabinet Order as being equivalent to the matters set forth in (a) through (c);

any of the following facts has arisen at the relevant financial instruments business operator:

the transfer by wrongful means of cryptoassets of customers that are under its management;

a failure arising from a disaster or in the course of performing operations, with respect to the handling of cryptoassets in services for purchase and sale, etc. of cryptoassets or the management of cryptoassets;

a decision by another person to commence, suspend, or terminate the provision of related services for a specified cryptoasset handled in services for purchase and sale, etc. of cryptoassets;

facts specified by Cabinet Order as being equivalent to the facts set forth in (a) through (c);

beyond the facts set forth in the preceding two items, material facts concerning the handling of cryptoassets by the relevant financial instruments business operator or concerning the cryptoassets subject to that handling that have a significant influence on investors' investment decisions.

It is prohibited for a person that receives information from a cryptoasset trading business operator insider (including a cryptoasset trading business operator insider prescribed in the second sentence of paragraph (1); hereinafter the same applies in this paragraph) regarding a material fact regarding the handling, etc. of cryptoassets prescribed in paragraph (1) that the cryptoasset trading business operator insider comes to know in the manner prescribed in any of the items of that paragraph (other than a person that is set forth in any of the items of that paragraph and that comes to know the material fact regarding the handling, etc. of cryptoassets in the manner prescribed in the relevant item), or for another officer, etc., at the corporation to which the person that receives this information in the course of duty is affiliated, that comes to know the material fact regarding the handling, etc. of cryptoassets in connection with that person's duties, to make a purchase and sale, etc. of subject cryptoassets, etc. before the material fact regarding the handling, etc. of cryptoassets is publicized.

The phrase "has been publicized" in paragraph (1), paragraph (2), item (i), and the preceding paragraph means that, with regard to the material fact regarding the handling, etc. of cryptoassets prescribed in paragraph (1), the relevant financial instruments business operator has taken the measures specified by Cabinet Order as measures to make it known to a large number of persons, or that the information on specified cryptoassets, etc. or amended specified cryptoasset information, etc. of the specified cryptoasset issuer, or the cryptoasset information, etc. or amended cryptoasset information, etc. of the relevant financial instruments business operator, in which that material fact regarding the handling, etc. of cryptoassets is stated or recorded, has been publicized.

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 subject cryptoassets acquires or takes over subject cryptoassets by exercising that right;

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

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

if a purchase and sale, etc. of subject 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 material fact regarding the handling, etc. of cryptoassets prescribed in paragraph (1) makes a purchase and sale, etc. of subject cryptoassets, etc. with a person that knows that material 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 purchase and sale, etc. know that a further purchase and sale, etc. will be made in violation of paragraph (1) or (3) with respect to the subject cryptoassets, etc. subject to that purchase and sale, etc.);

if, upon a merger, etc., subject cryptoassets, etc. are succeeded or the other party is caused to succeed those subject cryptoassets, etc. and the proportion of the book value of the subject cryptoassets, etc. to the total amount of the book value of the assets succeeded upon the relevant merger, etc. is less than 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) has been passed before coming to know the material fact regarding the handling, etc. of cryptoassets prescribed in paragraph (1) pertaining to the financial instruments business operator, and subject cryptoassets, etc. of that financial instruments business operator are succeeded to or the other party is caused to succeed to those subject cryptoassets, etc. upon the merger, etc. in accordance with the relevant resolution;

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

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