Article 24Submission of Annual Securities Reports

②In the annual securities report that a company must submit pursuant to the main clause of the preceding paragraph, a company that is an issuer of securities that fall under the category of securities specified in item (iii) of the preceding paragraph, which has submitted a statement provided for in Article 5, paragraph (1) stating the particulars specified in Article 5, paragraph (2) with regard to a low-value public offering, etc., and which does not fall under any of the following categories, may state the particulars set forth in the main clause of the preceding paragraph that are specified by Cabinet Office Order as being relevant to that company, instead of stating the particulars set forth in the main clause of the preceding paragraph:

③If the securities issued by a company to which the main clause of paragraph (1) does not apply, come to fall under a category of securities specified in items (i) to (iii) of that paragraph (except in the cases specified by Cabinet Office Order), the company must submit an annual securities report to the Prime Minister without delay for the business year immediately prior to the business year that includes the day on which the securities come to fall under such category, pursuant to the provisions of Cabinet Office Order.

④Necessary particulars relevant to the calculation of the number of holders set forth in paragraph (1), item (iv) are specified by Cabinet Office Order.

⑤The provisions of the preceding paragraphs apply mutatis mutandis if regulated securities issued by a company fall under a category specified in an item of paragraph (1). In this case, in the main clause of paragraph (1), the phrase "the company that is the issuer of the securities" is deemed to be replaced with "the company that is the issuer of the securities (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "excluding regulated securities" is deemed to be replaced with "limited to regulated securities", the phrase "the trade name of the company, the financial condition of the corporate group to which the company belongs and the company's own financial condition, other material particulars of the company's business" is deemed to be replaced with "the status of the company's asset accounting in connection with asset management and other similar business conducted by the company, other material particulars of the company's assets", the phrase "for each business year" is deemed to be replaced with "for each of the periods of time specified by Cabinet Office Order for the regulated securities (hereinafter referred to as a "specified period" in this Article)", and the phrase "that business year" is deemed to be replaced with "that specified period"; in the proviso to that paragraph, the phrase "this does not apply if the securities issued by the company fall under the category of securities specified in item (iii) below (limited to share certificates and other securities specified by Cabinet Order) and the numbers of holders of the securities on the last day of that business year and on the last days of each of the business years that began within four years before the day on which that business year began are smaller than the number calculated pursuant to the provisions of Cabinet Order, and the company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as a company whose non-submission of an annual securities report does not damage the public interest or result in insufficient investor protection (limited to a company that has already had five years elapse since the end of the first year of report submission (meaning the business year that includes the day on which the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2), the main clause of Article 4, paragraph (3), or the main clause of Article 23-8, paragraph (1) or (2) became applicable to the public offering or secondary distribution of securities, and if there are two or more first years of report submission, this means the most recent one)); nor does it apply if the securities issued by the company fall under the category of securities specified in item (iv) below" is deemed to be replaced with "this does not apply if the regulated securities issued by the company fall under the category of securities specified in item (iv) below" and the phrase "or the number of holders of the securities on the last day of that business year is smaller than the number specified by Cabinet Order; nor" is deemed to be replaced with "; nor"; in paragraph (1), item (iv), the phrase "share certificates, rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" is deemed to be replaced with "rights in a securities investment business, etc. that are deemed to be securities pursuant to Article 2, paragraph (2)" and the phrase "for which the number of holders on the last day of the relevant business year or on the last day of any of the business years that began within four years before the day on which the relevant business year began is at least the number specified by Cabinet Order (or, for rights in a securities investment business, etc. or electronically recorded transferable rights that are deemed to be securities pursuant to Article 2, paragraph (2), if the number of holders on the last day of the relevant business year is at least the number specified by Cabinet Order)" is deemed to be replaced with "for which the number of holders on the last day of the relevant specified period is at least the number specified by Cabinet Order"; in paragraph (2), the phrase "securities that fall" is deemed to be replaced with "regulated securities that fall"; in paragraph (3), the phrase "the main clause of paragraph (1)" is deemed to be replaced with "the main clause of paragraph (1) as applied mutatis mutandis pursuant to paragraph (5)", the phrase "issuer" is deemed to be replaced with "issuer (other than a person specified by Cabinet Office Order, for securities that are specified by Cabinet Office Order)", the phrase "securities" is deemed to be replaced with "regulated securities", the phrase "the day on which the securities came to fall under" is deemed to be replaced with "the day on which the regulated securities came to fall under", and the phrase "business year" is deemed to be replaced with "specified period"; and any other necessary technical replacement of terms is specified by Cabinet Order.

⑥The articles of incorporation or other documents that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors must accompany an annual securities report.

⑦The provisions of Article 6 apply mutatis mutandis if an annual securities report and accompanying documents are submitted pursuant to paragraphs (1) to (3) (including as applied mutatis mutandis pursuant to paragraph (5)) and the preceding paragraph.

⑧In a case that is specified by Cabinet Office Order as one in which this does not damage the public interest or result in insufficient investor protection, instead of an annual securities report under paragraph (1) and the documents that are required to accompany it pursuant to paragraph (6) (hereinafter collectively referred to as an "annual securities report, etc." in this Article), a foreign company that is required to submit an annual securities report pursuant to paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this paragraph to paragraph (13)) (including a foreign company that has submitted an annual securities report pursuant to Article 23-3, paragraph (4); hereinafter referred to as a "reporting foreign company") may submit a document for which foreign disclosure is made, that is similar to an annual securities report, etc., and that is prepared in English (such a document is hereinafter referred to as a "foreign company report" in this Chapter).

⑨A Japanese translation of the summary of the particulars stated in a foreign company report that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors, as well as documents stating the particulars not stated in a foreign company report that are specified by Cabinet Office Order as necessary and appropriate for the public interest or for the protection of investors, and other documents specified by Cabinet Office Order (such documents are hereinafter collectively referred to as "supplementary documents" in this Article and paragraph (4) of the following Article) must accompany a foreign company report, pursuant to the provisions of Cabinet Office Order.

⑩If a reporting foreign company submits a foreign company report and its supplementary documents instead of an annual securities report, etc. pursuant to the preceding two paragraphs, in paragraph (1), the phrase "within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company" is deemed to be replaced with "within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors" and in paragraph (5), the phrase "in the main clause of paragraph (1), the term 'that business year' is deemed to be replaced with 'that Specified Period' " is deemed to be replaced with "the phrase 'within three months after the end of that business year (or, if there is a compelling reason that the company cannot submit the document within such period, within a period approved in advance by the Prime Minister pursuant to the provisions of Cabinet Office Order), for a domestic company, or within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors, for a foreign company' is deemed to be replaced with 'within the period that is specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors following the specified period has elapsed' ".

⑪If a reporting foreign company submits a foreign company report and its supplementary documents pursuant to paragraphs (8) and (9), the foreign company report and supplementary documents are deemed to be an annual securities report, their submission is deemed to be the submission of an annual securities report, etc., and the provisions of this Act and orders based on Financial Instruments and Exchange Act and related regulations apply.

⑫If the Prime Minister finds that a reporting foreign company that has submitted a foreign company report does not satisfy the requirements referred do in the provisions of paragraph (8) for being allowed to submit a foreign company report, the Prime Minister must notify the reporting foreign company of this. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

⑬Notwithstanding the provisions of paragraph (1), if a reporting foreign company receives a notice under the preceding paragraph, it must submit an annual securities report under the provisions of paragraph (1) within the period that is specified by Cabinet Order as necessary and in the public interest or for the protection of investors, with the day on which the notice is made as the first day for the calculation of that period.

⑭If, pursuant to the provisions of Cabinet Office Order, a company that is required to submit an annual securities report pursuant to paragraph (1) (but only as applied mutatis mutandis pursuant to paragraph (5); hereinafter the same applies in this Article) submits the documents stating a part of the particulars specified by Cabinet Office Order that are provided for in paragraph (1) (limited to documents prepared based on laws and regulations or the rules of a financial instruments exchange (including anything specified by Cabinet Office Order as being similar to such rules); such documents are hereinafter referred to as "documents substituted for part of an annual securities report" in this paragraph and the following paragraph) together with an annual securities report to the Prime Minister, with regard to the application of paragraphs (1) and (2) to cases in which a company receives the acknowledgement of the Prime Minister, pursuant to the provisions of Cabinet Office Order, as one whose doing so does not damage the public interest or result in insufficient investor protection, in paragraph (1), the phrase "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors" is deemed to be replaced with "other particulars that are specified by Cabinet Office Order as necessary and appropriate in the public interest or for the protection of investors (other than the particulars stated in the documents substituted for part of the annual securities report prescribed in paragraph (14))" and in paragraph (2), the phrase "the particulars set forth in the main clause of the preceding paragraph" is deemed to be replaced with "the particulars set forth in the main clause of the preceding paragraph (other than the particulars stated in documents substituted for part of the annual securities report provided for in paragraph (14))".

⑮If documents substituted for part of an annual securities report are submitted together with an annual securities report referred to in paragraph (1) as applied pursuant to the provisions of the preceding paragraph following the deemed replacement of terms, the documents substituted for part of the annual securities report are deemed to form a part of the annual securities report, the submission of the documents substituted for part of the annual securities report is deemed to be the submission of the documents substituted for part of the annual securities report as a part of the annual securities report, and the provisions of the Financial Instruments and Exchange Act and related regulations apply.