Foreign Exchange and Foreign Trade Act

The term "foreign investor" means any of the following persons that conducts inward direct investment or an equivalent action stated in the items of the following paragraph or specified acquisition prescribed in paragraph (3):

an individual who is a non-resident;

a corporation or other such organization established under foreign laws and regulations, or a corporation or other such organization that has its principal office in a foreign country (excluding the specified partnership or similar organization prescribed in item (iv));

a company in which the ratio of the number of voting rights obtained by totaling the number of its voting rights directly held by those stated in the preceding two items (excluding voting rights for shares in respect of which voting rights cannot be exercised on any of the matters on which resolutions can be made at a shareholders meeting, and including voting rights for shares deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act (Act No. 86 of 2005); the same applies in this item and in item (iv) of the following paragraph) and the number of its voting rights prescribed by Cabinet Order as being held indirectly through other companies, to the number of voting rights of all shareholders or all members of that company (referred to as "total voting rights" in that paragraph) is 50 percent or more;

a partnership or similar organization (meaning a partnership formed based on a partnership contract prescribed in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896) under which the parties agree to engage in the business of investment in companies (limited to a partnership in which one or multiple partners are entrusted with the execution of the business; hereinafter referred to as a "voluntary partnership" in this item and item (vii) of the following paragraph), an investment limited partnership as prescribed in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) (hereinafter referred to as an "investment limited partnership" in this item and item (vii) of the following paragraph), or an organization established based on the laws and regulations of a foreign country which is similar to either such partnership (hereinafter referred to as an "organization similar to a specified partnership"); hereinafter the same applies in this item), in which the ratio of the total of the amounts of capital contributions made by the persons stated in item (i) and other persons prescribed by Cabinet Order, to the total amount of capital contributions made by all partners of the partnership or similar organization (or all members of an organization similar to a specified partnership) is 50 percent or more; or in which the persons stated in that item and other persons prescribed by Cabinet Order account for the majority of executive partners of the partnership or similar organization (meaning partners entrusted with business execution for a voluntary partnership or general partners of an investment limited partnership, or similar persons affiliated with an organization similar to a specified partnership) (hereinafter referred to as a "specified partnership or similar organization"); or

a corporation or other such organization in which the persons stated in item (i) account for the majority of the officers (meaning members in charge of executive business management, directors, executive officers, representatives, administrators, and any other person equivalent to them; and including persons who are found to have at least the same amount of control over the corporation or other such organization as a member in charge of executive business management, director, executive officer, representative, administrator, or other person equivalent to them, irrespective of whether they are referred to as advisor or consultant or by any other title; hereinafter the same applies in this item and item (x) of the following paragraph) or the majority of its officers having the authority to represent it, other than as stated in the preceding three items.

The term "inward direct investment or an equivalent action" means one of the following acts:

the acquisition of shares or equity in a company (excluding the acquisition through the transfer from any of the persons stated in the items of the preceding paragraph, and the acquisition of shares in a company that has issued shares listed on a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act or shares prescribed by Cabinet Order as being equivalent to them (hereinafter referred to as a "listed or equivalent company"));

the transfer of shares or equity in a company other than a listed or equivalent company that a person has continued to own since before becoming a non-resident (limited to the transfer from an individual who is a non-resident to any of the persons stated in the items of the preceding paragraph);

the acquisition of shares in a listed or equivalent company (but only an acquisition that results in the net number of shares (meaning the total number of shares on the basis of the net total calculated by deducting the number of duplicate shares, if any, among the shares whose numbers are added together; the same applies in item (ix), (b) and item (x), (b)) arrived at when the number of shares owned or otherwise managed under contract (meaning shares that a person owns and shares that are subject to investment in the event that the person invests in shares (or gives instructions to do so) that satisfy the requirements prescribed by Cabinet Order after having been entrusted to do so by another person based on a discretionary investment contract or any other such contract; hereinafter the same applies in this Article and Article 29, paragraph (9)) in the listed or equivalent company that the person acquiring them (hereinafter referred to as "the acquirer of the shares" in this item and paragraph (4)) will come to own after the acquisition, and the number of shares owned or otherwise managed under contract in the listed or equivalent company that are owned by persons closely affiliated with the acquirer of the shares are added together, accounting for a proportion of the total number of issued shares in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order);

the acquisition of voting rights in a listed or equivalent company (but only an acquisition that results in the net number of voting rights (meaning the total number of voting rights on the basis of the net total calculated by deducting the number of duplicate voting rights, if any, among the voting rights whose numbers are added together; hereinafter the same applies in this paragraph) arrived at when the number of voting rights held or otherwise exercisable under contract (meaning voting rights that a person holds in their own name or in another person's name, and voting rights prescribed by Cabinet Order as those that are exercisable based on a discretionary investment contract or any other such contract; hereinafter the same applies in this Article and Article 29, paragraph (9)) in the listed or equivalent company that the person acquiring voting rights (hereinafter referred to as the "acquirer of the voting rights" in this item and paragraph (4)) will come to hold after the acquisition, and the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by persons closely affiliated with the acquirer of the voting rights are added together, accounting for a proportion of the total voting rights in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order, and excluding acquisition involving the action stated in the preceding item);

the giving of consent for a substantial change in the business purpose of a company or anything else prescribed by Cabinet Order as having a material influence on the management of a company (in the case of a listed or equivalent company, this is limited to consent that is given by a person (hereinafter referred to as the "consenter" in this item and paragraph (4)) in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by the consenter and the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by a person closely affiliated with the consenter are added together, accounts for a proportion of the total voting rights in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order);

the establishment of a branch office or other such place of business in Japan, or substantial modification of the type or business purpose of a branch office or other such place of business in Japan (but only its establishment or modification as prescribed by Cabinet Order, carried out by the person stated in item (i) or (ii) of the preceding paragraph);

the making of a loan in an amount exceeding the amount prescribed by Cabinet Order to a corporation that has its principal office in Japan (excluding the making of a loan by a person engaging in banking or any other financial institution prescribed by Cabinet Order as its business, and the making of a loan in Japanese currency conducted by the person stated in item (iii), item (iv) (limited to a person that falls within the category of voluntary partnership or investment limited partnership), or item (v) of the preceding paragraph), for a period exceeding one year;

succession to a business from a resident (but only a corporation) as a result of the acquisition of a business, an absorption-type company split, or a merger (excluding succession to a business involving any of the actions stated in items (i) through (iii)); or

the acquisition of voting rights (meaning rights under the laws and regulations of a foreign country that are equivalent to the voting rights provided for in paragraph (1), item (iii); the same applies hereinafter in this item and the following item) in a corporation or other organization established under foreign laws and regulations, that is an acquisition as a result of which the proportion of the net total number of voting rights (calculated by deducting the number of duplicate voting rights, if any, among the voting rights added together), arrived at by adding together the number of voting rights in a directly held corporation or other organization that falls under any of the following that are directly held by the person that has made the acquisition (including, where the person that has made the acquisition has the purpose of controlling the business activities of that directly held corporation or other organization, voting rights prescribed by Cabinet Order as voting rights that the person that has made the acquisition can exercise under a discretionary investment contract or any other contract) and the number of voting rights in that directly held corporation or other organization that are directly held by a corporation or other party that has voting rights equivalent to 50 percent or more of its total number of voting rights directly held by the person that has made the acquisition and that is prescribed by Cabinet Order as having a permanent economic relationship with the person that has made the acquisition based on ownership of shares (including, where the person that has made the acquisition has the purpose of controlling the business activities of that directly held corporation or other organization, voting rights prescribed by Cabinet Order as voting rights that the party prescribed by Cabinet Order can exercise under a discretionary investment contract or any other contract), to the total number of voting rights in that directly held corporation or other organization newly becomes 50 percent or more:

a directly held corporation or other organization that owns shares or equity in a company (excluding a listed or equivalent company);

a directly held corporation or other organization in a case in which the net number of shares arrived at when the number of shares owned or otherwise managed under contract in a listed or equivalent company by the person that has made the acquisition and persons closely affiliated with that person, and the number of shares owned or otherwise managed under contract in that listed or equivalent company by a directly held corporation or other organization that owns shares owned or otherwise managed under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total number of issued shares in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

a directly held corporation or other organization in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in a listed or equivalent company by the person that has made the acquisition and persons closely affiliated with that person, and the number of voting rights held or otherwise exercisable under contract in that listed or equivalent company by a directly held corporation or other organization that holds voting rights held or otherwise exercisable under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total voting rights in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

the exercise of voting rights relating to the selection of officers of a directly held corporation or other organization that falls under any of the following, or of a corporation or other organization established under foreign laws and regulations that directly holds voting rights equivalent to 50 percent or more of the total number of voting rights in that directly held corporation or other organization and that is prescribed by Cabinet Order as having a permanent economic relationship with the directly held corporation or other organization based on ownership of shares, as a result of which selection the person that has exercised the voting rights and persons prescribed by Cabinet Order as officers or other relevant persons of the person that has exercised the voting rights newly come to account for a majority of the officers, or of the officers having the authority to represent, of the corporation or other organization concerned in that selection:

a directly held corporation or other organization that owns shares or equity in a company (excluding a listed or equivalent company);

a directly held corporation or other organization in a case in which the net number of shares arrived at when the number of shares owned or otherwise managed under contract in a listed or equivalent company by the person that has exercised the voting rights and persons closely affiliated with that person, and the number of shares owned or otherwise managed under contract in that listed or equivalent company by a directly held corporation or other organization that owns shares owned or otherwise managed under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total number of issued shares in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

a directly held corporation or other organization in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in a listed or equivalent company by the person that has exercised the voting rights and persons closely affiliated with that person, and the number of voting rights held or otherwise exercisable under contract in that listed or equivalent company by a directly held corporation or other organization that holds voting rights held or otherwise exercisable under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total voting rights in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

an action prescribed by Cabinet Order as being equivalent to any of the actions stated in the preceding items.

The term "specified acquisition" means the acquisition of shares or equity in a company other than a listed or equivalent company from any of the persons stated in the items of paragraph (1).

The "person closely affiliated" that is provided for in paragraph (2), items (iii) through (v), item (ix), (b) and (c), and item (x), (b) and (c) means a person as stated in one of the items of paragraph (1) and prescribed by Cabinet Order as a person that has a permanent economic relationship with the acquirer of the shares, acquirer of the voting rights, consenter, person that has made the acquisition provided for in paragraph (2), item (ix), person that has exercised the voting rights provided for in item (x) of that paragraph, or directly held corporation or other organization which is based on ownership of shares, that has a familial relationship to that person, or that has any other special affiliation equivalent to either of these with that person.

The "directly held corporation or other organization" that is provided for in paragraph (2), items (ix) and (x) and the preceding paragraph means a corporation or other organization established under foreign laws and regulations that owns or holds shares or equity in a company (excluding a listed or equivalent company), or shares owned or otherwise managed under contract or voting rights held or otherwise exercisable under contract in a listed or equivalent company (or, where a member of an organization similar to a specified partnership owns or holds those shares or equity, or those shares owned or otherwise managed under contract or voting rights held or otherwise exercisable under contract, as assets of that organization similar to a specified partnership, that organization similar to a specified partnership).