Article 172-2Administrative Monetary Penalty Payment Order Issued to an Issuer That Submits Disclosure Documents for Offerings Containing a False Statement

①If an issuer that submits a disclosure document for offerings that contains a false statement about a material particular or lacks a statement of a material particular that is required to be stated, causes securities to be acquired or sells securities through a public offering or secondary distribution (limited to a secondary distribution of securities that they own) based on such an offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that issuer 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 (if the issuer falls under both of the following items, the sum of the amounts specified in those items):

②If an issuer submits a disclosure document for offerings that contains a false statement about a material particular or that lacks a statement of a material particular that is required to be stated, and an officer, etc. of that issuer (meaning an officer, agent, employee, or any other worker of the issuer; hereinafter the same applies in this paragraph, paragraph (5) and Article 172-10, paragraph (2)) that is involved in the submission of the offering disclosure document with the knowledge that the offering disclosure document contains a false statement or lacks a statement of a material particular that is required to be stated, sells securities that the officer, etc. owns through a secondary distribution based on the offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that officer, etc. to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to 2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities the officer, etc. sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).

③The term "disclosure document for offerings" as used in the preceding two paragraphs means a statement and other documents under Article 5 (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the statement and other documents, if the statement is one to which the provisions of Article 5, paragraph (4) apply), an amended statement under Article 7,paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the amended statement), a shelf registration statement under Article 23-3, paragraphs (1) and (2) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the shelf registration statement) and accompanying documents, as well as an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) or Article 23-10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5) (including as applied mutatis mutandis pursuant to Article 27) and Article 27) (including a reference document for the amended shelf registration statement) or shelf registration supplement (including a reference document for the shelf registration supplement) under Article 23-8, paragraphs (1) and (5) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the shelf registration supplement) and accompanying documents.

④The provisions of paragraph (1) (excluding item (i)) apply mutatis mutandis if an issuer that uses a prospectus that contains a false statement about a material particular (limited to one that constitutes a particular set forth in any of the items of Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this and the following paragraph) or omits a statement as to a material particular that is required to be stated sells securities that it owns through a secondary distribution involving such a prospectus.

⑤The provisions of paragraph (2) apply mutatis mutandis if an issuer uses a prospectus that contains a false statement about a material particular or omits a statement as to a material particular that is required to be stated, and an officer, etc. of that issuer that is involved in the preparation of that prospectus with the knowledge that the prospectus contains a false statement or omits a statement as to a material particular that is required to be stated, sells securities that the officer, etc. owns through a secondary distribution that involves such a prospectus.