Article 4Notification of Public Offering or Secondary Distribution

①It is not permitted for a person to conduct a public offering of securities (including specified procedures related to the issuance of securities during a corporate reorganization; the same applies hereinafter in this Chapter and the following Chapter, except in Article 13 and Article 15, paragraphs (2) through (6)) or a secondary distribution of securities (excluding those falling under the category of general solicitation involving for securities acquired by a qualified institutional investor as defined in the following paragraph or of General solicitation involving securities acquired by a professional investor as defined in paragraph (3), but including specified procedures related to the delivery of securities during a corporate reorganization; hereinafter the same applies in this paragraph) unless the issuer has filed a notification of the public offering or secondary distribution of securities with the Prime Minister; provided, however, that this does not apply to a public offering or secondary distribution of securities that falls under any of the following items:

②It is not permitted for a person to issue a solicitation with a view to delivering existing securities (meaning a solicitation for selling, etc. or procedures related to the delivery of securities during a corporate reorganization; the same applies hereinafter) that involves securities that have been involved in a solicitation with a view to issuing new securities (meaning the solicitation for acquisition or the procedures related to the issuance of securities during a corporate reorganization; the same applies hereinafter) or a solicitation with a view to delivering existing securities falling under any of the following cases (in the case set forth in item (ii), limited to the securities acquired by qualified institutional investors that have been excluded from the large number of persons pursuant to Article 2, paragraph (3), item (i), and in the case set forth in item (iv), limited to the securities acquired by qualified institutional investors that have been excluded from the large number of persons pursuant to paragraph (4), item (i) of that Article), and that involves a qualified institutional investor soliciting persons other than qualified institutional investors (such a solicitation is hereinafter referred to as a "general solicitation involving securities acquired by a qualified institutional investor"), unless the issuer of the securities has filed a notification of the relevant general solicitation involving securities acquired by a qualified institutional investor with the Prime Minister; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities, or to a case in which the general solicitation involving securities acquired by the qualified institutional investor will be issued for a compelling reason specified by Cabinet Office Order, or satisfies other requirements specified by Cabinet Office Order:

③It is not permitted for a person to issue a solicitation with a view to delivering existing securities that involves securities falling under any of the following items (excluding securities falling under any of the items of Article 24, paragraph (1) or securities specified by Cabinet Order as those which it is found are unlikely to be held by a large number of professional investors; hereinafter referred to as the "securities for professional investors"), but that does not involve a financial instruments business operator, etc. being entrusted to solicit professional investors, etc. (with the exception of a solicitation issued to the State, the Bank of Japan, or qualified institutional investors, and also with the exception of solicitation specified by Cabinet Order; hereinafter referred to as a "general solicitation involving securities acquired by a professional investor"), unless the issuer of securities has filed a notification of the relevant general solicitation involving securities acquired by a professional investor with the Prime Minister; provided, however, that this does not apply in a case in which disclosure has been made with regard to the securities for professional investors and in any other case that is specified by Cabinet Office Order as one in which the non-filing of a notification for a general solicitation involving securities acquired by a professional investor does not damage the public interest or result in insufficient investor protection:

④If a public offering or secondary distribution of securities (including a general solicitation involving securities acquired by a qualified institutional investor (excluding those falling under the category of a secondary distribution of securities), a general solicitation involving securities acquired by a professional investor (excluding those falling under the category of a secondary distribution of securities), and procedures related to the delivery of securities during a corporate reorganization; hereinafter the same applies in this Chapter and the following Chapter, except in the following paragraph and paragraph (6) of this Article, Article 13, and Article 15, paragraphs (2) through (6)) will be made for the shareholders (including preferred equity investors provided for in the Act on preferred equity investment) that have been stated or recorded in the shareholder register (including the preferred equity investor register provided for in the Act on Preferred Equity Investment) on a certain date, the notification for the public offering or secondary distribution under the preceding three paragraphs must be made 25 days prior to that date; provided, however, that this does not apply in the cases that are specified by Cabinet Office Order in consideration of the issue price or distribution price of the securities or other factors.

⑤Materials that are used for a public offering or secondary Distribution of securities specified in paragraph (1), item (v), for a general solicitation for involving securities acquired by a qualified institutional investor which is excluded from the application of the main clause of paragraph (2) pursuant to the proviso to that paragraph, or for a general solicitation involving securities acquired by a professional investor which is excluded from the application of the main clause of paragraph (3) pursuant to the proviso to that paragraph, which falls under the category of a secondary distribution of securities, or which does not fall under the category of a secondary distribution of securities and does not fall under a case in which disclosure has been made (hereinafter referred to as a "specified public offering" in this paragraph and the following paragraph), and materials that are used in causing the securities in a specified public offering to be acquired or in selling such securities, must indicate that the main clause of paragraph (1), the main clause of paragraph (2) or the main clause of paragraph (3) does not apply to that specified public offering.

⑥When a specified public offering or secondary distribution of securities set forth in paragraph (1), item (iii) (hereinafter collectively referred to as a "specified public offering, etc." in this paragraph) is conducted, the issuer of the securities in the specified public offering, etc. must submit a written notice of the specified public offering, etc. to the Prime Minister pursuant to the provisions of Cabinet Office Order, before the specified public offering, etc. begins; provided, however, that this does not apply to a secondary distribution of securities as set forth in paragraph (4) whose total distribution value is less than 100 million yen in a case in which disclosure has been made, nor to a secondary distribution of securities as set forth in paragraph (1), item (iii) conducted by a person other than the issuer of those securities or a person specified by Cabinet Office Order, nor to a public offering or secondary distribution of securities as set forth in item (v) of that paragraph whose total issue value or total distribution value is less than the amount specified by Cabinet Office Order.

⑦As set forth in paragraph (1), item (ii), (a) and (b) and item (iii), paragraph (2), paragraph (3) and the preceding two paragraphs, a case in which disclosure has been made means any of the following cases: