Article 21Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement

一a person that, at the time of submission of the securities registration statement, is an officer (meaning a director, accounting advisor, company auditor, executive officer, or a person equivalent thereto; the same applies hereinafter, except in Article 163 to Article 167) of the company that submitted the securities registration statement, or an incorporator of that company (limited to cases in which the securities registration statement was submitted before the incorporation of the company);

二the holder of the securities subject to the secondary distribution (or, if the holder had acquired the securities from their previous holder by entering into a contract specifying that the securities would be sold through a secondary distribution, the previous holder that is the other party to the contract);

三a certified public accountant or the audit corporation that, in the audit certification provided for in Article 193-2, paragraph (1) in connection with the securities registration statement, certifies a statement in the documents under the audit certification which is false or has been omitted, as not being false or as not having been omitted; and

四the financial instruments business operator or registered financial institution that concludes the wholesale underwriting contract with the issuer of the securities subject to the public offering or with either person specified in item (ii).

一the person specified in item (i) or (ii) of the preceding paragraph:it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted;

二a person or firm specified in item (iii) of the preceding paragraph:it did not intentionally or negligently provide such inappropriate certification; and

三the person or firm specified in item (iv) of the preceding paragraph:it did not know, and, with respect to parts other than the part involving documents related to financial accounting provided for in Article 193-2, paragraph (1), in the exercise of reasonable care it could not have known, that the statement was false or had been omitted.

一a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them; or

二a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder;

三if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter themselves or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or holder and exercise them.