Supplementary Provisions

This Act comes into effect as of the day specified by Cabinet Order within a period not exceeding six months from the date of promulgation; provided, however, that the provisions amending Article 52, the provisions in Article 16 of the Supplementary Provisions amending Article 18-2 of the Securities Investment Trust Act (Act No. 198 of 1951), and the provisions in Article 18 of the Supplementary Provisions amending Article 19, paragraph (1) of the Act on Foreign Securities Firms (Act No. 5 of 1971) come into effect on April 1, 1989, and the provisions adding two Articles after Article 190, the provisions amending Article 200, item (iv), and the provisions of Article 12 of the Supplementary Provisions come into effect on the date specified by Cabinet Order within a period not exceeding one year from the date of promulgation.

The provisions of Article 4, paragraph (1) of the Securities and Exchange Act after the amendment (hereinafter referred to as the "New Act") apply to a public offering or secondary distribution of securities commenced on or after the day on which this Act comes into effect (hereinafter referred to as the "effective date") (excluding one pertaining to a notification made under the provisions of Article 4, paragraph (1) of the Securities and Exchange Act before the amendment (hereinafter referred to as the "Former Act") before the effective date), and the provisions then in force continue to govern a public offering or secondary distribution of securities commenced before the effective date and a public offering or secondary distribution of securities pertaining to a notification made under the provisions of Article 4, paragraph (1) of the Former Act before the effective date that is commenced on or after the effective date.

The provisions of Article 4, paragraph (2) of the New Act apply to a public offering or secondary distribution of securities made to shareholders that are stated or recorded in the shareholder register as of a certain date on or after the day on which 25 days have elapsed from the effective date, and the provisions then in force continue to govern a public offering or secondary distribution of securities made to shareholders that are stated or recorded in the shareholder register as of a certain date before that day.

The provisions of Article 8 of the New Act apply to a securities registration statement submitted on or after the effective date, and the provisions then in force continue to govern a securities registration statement submitted before the effective date.

A company that is an issuer of securities for whose public offering or secondary distribution a notification under the provisions of Article 4, paragraph (1) of the Former Act was made before the effective date is deemed to be a company that is an issuer of securities to which the main clause of Article 4, paragraph (1) of the New Act applied on the effective date, and the provisions of Article 24, paragraph (1) of the New Act apply.

The provisions of Article 24-4 of the New Act apply to an annual securities report submitted on or after the effective date, and the provisions then in force continue to govern an annual securities report submitted before the effective date.

①A securities company that actually holds a license under Article 28, paragraph (2), item (i) or (ii) of the Former Act at the time this Act comes into effect is deemed to have obtained a license under Article 28, paragraph (2), item (i) or (ii) of the New Act at that time. In this case, the conditions under Article 29, paragraph (1) of the Former Act pertaining to the license under Article 28, paragraph (2), item (i) or (ii) of the Former Act are deemed to be the conditions under Article 29, paragraph (1) of the New Act pertaining to the license under Article 28, paragraph (2), item (i) or (ii) of the New Act.

②A financial institution that actually holds, at the time this Act comes into effect, the authorization referred to in Article 28, paragraph (2), item (i) or (ii) of the Former Act as applied mutatis mutandis in paragraph (2) of Article 65-2 of the Former Act pursuant to the provisions of paragraph (1) of that Article is deemed to have obtained, at the time this Act comes into effect, the authorization referred to in Article 28, paragraph (2), item (i) or (ii) of the New Act as applied mutatis mutandis in paragraph (2) of Article 65-2 of the New Act pursuant to the provisions of paragraph (1) of that Article. In this case, the conditions referred to in Article 29, paragraph (1) of the Former Act as applied mutatis mutandis in Article 65-2, paragraph (2) of the Former Act, pertaining to the authorization under Article 28, paragraph (2), item (i) or (ii) of the Former Act as applied mutatis mutandis in paragraph (2) of Article 65-2 of the Former Act pursuant to the provisions of paragraph (1) of that Article, are deemed to be the conditions referred to in Article 29, paragraph (1) of the New Act as applied mutatis mutandis in Article 65-2, paragraph (2) of the New Act, pertaining to the authorization under Article 28, paragraph (2), item (i) or (ii) of the New Act as applied mutatis mutandis in paragraph (2) of Article 65-2 of the New Act pursuant to the provisions of paragraph (1) of that Article.

①In applying the provisions of Article 52 of the Former Act to the business year of a securities company commencing in October 1988, the phrase "September of the following year" in that Article is deemed to be replaced with "March of the following year".

②In applying the provisions of Article 57 of the Former Act in the case where the provisions of the preceding paragraph are applied to the business year of a securities company, the phrase "each accounting period" in that Article is deemed to be replaced with "the accounting period pertaining to that business year".

A sales representative for whom a securities company has been registered under the provisions of Article 62, paragraph (1) of the Former Act at the time this Act comes into effect is deemed to have been registered under the provisions of Article 62, paragraph (1) of the New Act.

The provisions of Article 188 of the New Act apply to the purchase or sale, as referred to in that Article, of share certificates, etc. referred to in that Article, made on or after the effective date.

The provisions of Article 189 of the New Act apply to profits arising from the purchase or sale, as referred to in that Article, of share certificates, etc. referred to in that Article, made on or after the effective date, and the provisions then in force continue to govern profits arising from the purchase or sale, as referred to in that Article, of shares referred to in that Article under the provisions of Article 189 of the Former Act, made before the effective date.

①The provisions of Article 190-2 of the New Act apply to a person who has come to know a material fact concerning business or other particulars prescribed in paragraph (1) of that Article that arose on or after the day on which those provisions come into effect (in the case of a decision, made by the organ that decides on the execution of the business of the company prescribed in paragraph (2), item (i) of that Article, not to carry out a matter listed in that item, limited to a case where the organ's decision to carry out that matter was made on or after that day; and in the case of a fact listed in paragraph (2), item (iii) of that Article, limited to one that arose in comparison with the last forecast or the actual figure for the preceding business year prescribed in that item, publicly announced under paragraph (4) of that Article on or after that day), or to a person who has received information on those facts.

②The provisions of Article 190-3 of the New Act apply to a person who has come to know a fact concerning the launch of a tender offer, etc. or a fact concerning the suspension of a tender offer, etc. prescribed in paragraph (1) of that Article that arose on or after the day on which those provisions come into effect (in the case of a fact concerning the suspension of a tender offer, etc. prescribed in that paragraph, limited to a case where the decision of the tender offeror, etc. prescribed in paragraph (2) of that Article to conduct the tender offer, etc. prescribed in paragraph (1) of that Article was made on or after that day), or to a person who has received information on those facts.

With regard to a public offering or secondary distribution of securities commenced, before the day on which the provisions of the preceding Article come into effect, with the application of paragraph (4) of the Supplementary Provisions of the Act Partially Amending the Securities and Exchange Act prior to its amendment by the provisions of that Article, the provisions then in force continue to govern.

With regard to the application of penal provisions to acts committed before the effective date and to acts committed on or after the effective date in connection with matters that are to continue to be governed by the provisions then in force pursuant to the provisions of these Supplementary Provisions, the provisions then in force continue to govern.

Beyond what is provided for in these Supplementary Provisions, transitional measures necessary incidental to the enforcement of this Act are specified by Cabinet Order.