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 in Article 4 adding one section following Chapter II, Section 1 of the Act for Establishment of the Ministry of Finance (limited to the part of Article 11, paragraph (1) pertaining to obtaining the consent of both Houses of the Diet), and the provisions of Article 4 and Article 6, paragraph (1) of the Supplementary Provisions, come into effect as of the date of promulgation.

A bank, trust company or other financial institution specified by Cabinet Order in Article 65-2, paragraph (1) of the Securities and Exchange Act prior to amendment by the provisions of Article 1 (hereinafter referred to as the "Former Securities and Exchange Act") that, at the time this Act comes into effect, actually holds the authorization referred to in that paragraph may, for six months from the date of enforcement of this Act (hereinafter referred to as "the effective date"), notwithstanding Article 62, paragraph (2) of the Securities and Exchange Act as amended by the provisions of Article 1 (hereinafter referred to as the "New Securities and Exchange Act") as applied mutatis mutandis pursuant to Article 65-2, paragraph (3) of the New Securities and Exchange Act, have a person other than a person registered pursuant to the provisions of Article 62, paragraph (1) of the New Securities and Exchange Act perform the duties of a sales representative; the same applies, where an application for the registration referred to in that paragraph has been filed within that period with respect to that person, during the period until the day on which notice is received that registration will be made upon that application or the day on which notice is received, after the lapse of that period, that registration will not be made upon that application.

In the case where a sales representative who was registered before the effective date pursuant to the provisions of Article 62, paragraph (1) of the Former Securities and Exchange Act has come to fall under Article 64-3, paragraph (1), item (ii) of the Former Securities and Exchange Act before the effective date, with regard to the application of the provisions of Article 64-3, paragraph (1) of the New Securities and Exchange Act, the phrase "two years" in that paragraph is deemed to be replaced with "six months".

①A securities dealers association registered pursuant to the provisions of Article 67, paragraph (1) of the Former Securities and Exchange Act at the time of promulgation of this Act (hereinafter referred to as the "former association") may, even before the effective date, change its articles of incorporation and obtain the authorization of the Minister of Finance, in the same manner as under the provisions of Article 74 of the New Securities and Exchange Act.

②A change in the articles of incorporation under the provisions of the preceding paragraph is to take effect on the effective date, and only a former association that has obtained authorization pursuant to the provisions of that paragraph is to continue to exist, even after this Act comes into effect, as a securities dealers association under the provisions of the New Securities and Exchange Act.

With regard to a person who, at the time this Act comes into effect, is actually using a name similar to that of a securities dealers association, the provisions of Article 67, paragraph (3) of the New Securities and Exchange Act do not apply for six months after this Act comes into effect.

①A former association that has obtained authorization under Article 4, paragraph (1) of the Supplementary Provisions and that, as provided by its rules, keeps a register, registers the classes and issues of securities, and conducts the business of publicizing the prices of purchase and sale of those securities may, before the effective date, make necessary changes to those rules and obtain the authorization of the Minister of Finance, in the same manner as under the provisions of Article 76 of the New Securities and Exchange Act.

②The rules authorized pursuant to the provisions of the preceding paragraph are deemed to be rules authorized pursuant to the provisions of Article 76 of the New Securities and Exchange Act; the register referred to in that paragraph pertaining to the business referred to in that paragraph that the former association conducts as provided by those rules is deemed to be the over-the-counter traded securities register prescribed in Article 75 of the New Securities and Exchange Act; securities whose class and issue are, at the time this Act comes into effect, actually registered in that register are deemed to be over-the-counter traded securities prescribed in Article 76 of the New Securities and Exchange Act; and the registration of the class and issue of those securities in that register is deemed to have been made on the effective date, pursuant to the provisions of Article 75, paragraph (1) of the New Securities and Exchange Act, by the former association that is to continue to exist as a securities dealers association under the provisions of the New Securities and Exchange Act pursuant to the provisions of Article 4, paragraph (2) of the Supplementary Provisions.

①The provisions of Article 79-13 of the New Securities and Exchange Act apply to acts committed by a securities dealers association on or after the effective date that violate the laws and regulations, etc. referred to in that Article, and to the omission by that securities dealers association referred to in Article 79-13 of the New Securities and Exchange Act in the case where an association member or an issuer of over-the-counter traded securities prescribed in Article 76 of the New Securities and Exchange Act has, on or after the effective date, violated those laws and regulations, etc. or acted contrary to the principle of good faith in transactions provided for in the articles of incorporation or other rules of the securities dealers association.

②In the case where a former association, or its association member or officer, has come to fall under any item of Article 75 of the Former Securities and Exchange Act before the effective date, the provisions of that Article (excluding the part pertaining to rescission of registration) remain in force. In this case, a securities dealers association under the provisions of the New Securities and Exchange Act is deemed to be the former association.

A securities exchange must, promptly after this Act comes into effect, submit to the Minister of Finance the rules of that securities exchange (excluding the articles of incorporation, operational rules and brokerage contract rules) that actually exist at the time this Act comes into effect.

The provisions of Article 155, paragraph (1), item (i) of the New Securities and Exchange Act apply to acts committed by a securities exchange on or after the effective date that violate laws and regulations, dispositions by government agencies based on laws and regulations, or the articles of incorporation or other rules (hereinafter referred to as "laws and regulations, etc." in this Article), and to the omission by that securities exchange referred to in that item in the case where a member or an issuer of securities listed on that securities exchange (hereinafter referred to simply as an "issuer" in this Article) has, on or after the effective date, violated laws and regulations, etc. or acted contrary to the principle of good faith in transactions provided for in the articles of incorporation or other rules of the securities exchange; and the provisions then in force continue to govern acts committed by a securities exchange before the effective date that violate laws and regulations, the articles of incorporation, or dispositions by government agencies based on laws and regulations, and the omission by that securities exchange referred to in Article 155, paragraph (1), item (i) of the Former Securities and Exchange Act in the case where a member or an issuer has, before the effective date, violated the articles of incorporation, etc. referred to in that item.

The provisions of Article 163 of the New Securities and Exchange Act apply to the purchase or sale, as referred to in that Article, of specified securities, etc. referred to in that Article, made on or after the effective date, and the provisions then in force continue to govern the purchase or sale under the provisions of Article 188 of the Former Securities and Exchange Act, as referred to in that Article, of share certificates, etc. referred to in that Article, made before the effective date.

The provisions of Article 164 of the New Securities and Exchange Act apply to profits arising from the purchase or sale, as referred to in that Article, of specified securities, 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 under the provisions of Article 189 of the Former Securities and Exchange Act, as referred to in that Article, of share certificates, etc. referred to in that Article, made before the effective date.

①The provisions of Article 166 of the New Securities and Exchange Act apply to the purchase and sale, etc. referred to in that Article by a person who has come to know a material fact prescribed in paragraph (1) of that Article that arose on or after the effective date (in the case of a decision, made by the organ that decides on the execution of the business of the listed company, etc. 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 the effective date; and in the case of a fact listed in item (iii) of that paragraph, limited to one that arose in comparison with the last forecast or the actual figure for the preceding business year prescribed in paragraph (2), item (iii) of that Article, publicly announced under paragraph (4) of that Article on or after the effective date) or who has received information on those facts, and the provisions then in force continue to govern the purchase and sale, etc. referred to in Article 190-2 of the Former Securities and Exchange Act by a person who has come to know a material fact prescribed in paragraph (1) of that Article that arose before the effective date (including, 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, a case where the organ's decision to carry out that matter was made before the effective date and the decision not to carry out that matter was made on or after the effective date; and including, in the case of a fact listed in item (iii) of that paragraph, one that arose on or after the effective date in comparison with the last forecast or the actual figure for the preceding business year prescribed in paragraph (2), item (iii) of that Article, publicly announced under paragraph (4) of that Article before the effective date) or who has received information on those facts.

②The provisions of Article 167 of the New Securities and Exchange Act apply to the purchase, etc. or sale, etc. referred to in that Article by 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 effective date (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 the effective date) or who has received information on those facts, and the provisions then in force continue to govern the purchase, etc. or sale, etc. referred to in Article 190-3 of the Former Securities and Exchange Act by 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 before the effective date (in the case of a fact concerning the suspension of a tender offer, etc. prescribed in that paragraph, including 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 before the effective date and which relates to the suspension of the tender offer, etc. prescribed in paragraph (1) of that Article on or after the effective date) or who has received information on those facts.

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.