With regard to the purchase and sale, or the entrustment, etc. thereof, of share certificates listed on a financial instruments exchange, share certificates falling under over-the-counter traded securities, or other securities specified by Cabinet Order (hereinafter referred to as "listed or other share certificates, etc." in this Article), conducted by the issuer thereof pursuant to the provisions of Article 156, paragraph (1) of the Companies Act (including where applied with terms deemed to be replaced pursuant to the provisions of Article 163 and Article 165, paragraph (3) of that Act) or Article 199, paragraph (1) of that Act (limited to where it seeks to solicit persons to subscribe for the treasury shares it disposes of) (including the provisions of laws and regulations specified by Cabinet Order as being equivalent to these) or the provisions of a foreign law or regulation that is equivalent to these (limited to where the issuer is a foreign person); with regard to the entrustment, etc. of these transactions that a trust company, etc. conducts under a trust contract on the account of the issuer of listed or other share certificates, etc.; with regard to the becoming entrusted, etc. with these transactions that a financial instruments business operator, etc. or an authorized firm for on-exchange transactions conducts; and with regard to anything else specified by Cabinet Office Order, the Prime Minister may specify by Cabinet Office Order, in order to prevent acts of manipulating the market price of listed or other share certificates, etc. on a financial instruments exchange market or an over-the-counter securities market, the particulars that the Prime Minister finds to be necessary and appropriate for ensuring fairness in transactions of listed or other share certificates, etc.

①If an officer (including an officer of the asset management company (meaning an asset management company as defined in Article 2, paragraph (21) of the Act on Investment Trusts and Investment Corporations; the same applies in Article 166) of a listed company, etc. that is an investment corporation prescribed in Article 2, paragraph (12) of that Act (referred to as a "listed investment corporation, etc." in Article 166); hereinafter the same applies in this Article through Article 165) or a major shareholder (meaning a shareholder that holds, in its own name or in the name of another person (including a fictitious person), voting rights of 10 percent or more of the voting rights of all shareholders, etc. (excluding those specified by Cabinet Office Order in consideration of the manner of acquisition or holding and other circumstances); hereinafter the same applies in this Article through Article 166) of an issuer of securities that fall under Article 2, paragraph (1), item (v), (vii), (ix), or (xi) (excluding those specified by Cabinet Order) and are listed on a financial instruments exchange, that fall under over-the-counter traded securities or tradable securities, or that are other securities specified by Cabinet Order (hereinafter referred to as a "listed company, etc." in this Article through Article 166 and Article 167-2, paragraph (1)) has, on their own account, conducted a purchase, etc. (meaning the purchase of regulated securities or related securities (hereinafter referred to as "regulated securities, etc." in this Article through Article 166, Article 167-2, paragraph (1), Article 175-2, and Article 197-2, paragraph (1), item (xiv)) and other transactions specified by Cabinet Order; hereinafter the same applies in this Article, the following Article, and Article 165-2) or a sale, etc. (meaning the sale of regulated securities, etc. and other transactions specified by Cabinet Order; hereinafter the same applies in this Article through Article 165-2) relating to securities of the listed company, etc. that fall under Article 2, paragraph (1), item (v), (vii), (ix), or (xi) (excluding those specified by Cabinet Order) or other securities specified by Cabinet Order (hereinafter referred to as "regulated securities" in this Article through Article 166), or securities that fall under item (xix) of that paragraph and represent options relating to the regulated securities of the listed company, etc. or other securities specified by Cabinet Order (hereinafter referred to as "related securities" in this paragraph) (including cases specified by Cabinet Office Order in which the trustee of a trust of which the officer or major shareholder is the settlor or beneficiary conducts a purchase, etc. or sale, etc. relating to the regulated securities, etc. of the listed company, etc.; hereinafter the same applies in this Article and the following Article), the officer or major shareholder must submit to the Prime Minister, pursuant to the provisions of Cabinet Office Order, a report on those purchases, sales, or other transactions (hereinafter referred to as "purchase and sale, etc." in this paragraph, the following Article, and Article 165-2) by the 15th day of the month following the month in which the day of the purchase and sale, etc. falls; provided, however, that this does not apply in cases specified by Cabinet Office Order in consideration of the manner of the purchase, etc. or sale, etc. and other circumstances.

②If the officer or major shareholder prescribed in the preceding paragraph conducts a purchase, etc. or sale, etc. of the regulated securities, etc. of the listed company, etc. by entrusting, etc. a financial instruments business operator, etc. or authorized firm for on-exchange transactions to do so, the report prescribed in the preceding paragraph is to be submitted through the financial instruments business operator, etc. or authorized firm for on-exchange transactions. The same applies if the other party to the purchase, etc. or sale, etc. is a financial instruments business operator, etc. or authorized firm for on-exchange transactions.

①In order to prevent wrongful use by the officer or major shareholder of a listed company, etc. of any secret information acquired in the course of duty or by virtue of position, a listed company, etc. may request an officer or major shareholder that conducts a sale, etc. of regulated securities, etc. of the listed company, etc. within six months after having conducted their purchase, etc. on their own or major shareholder's own account, or an officer or major shareholder that conducts a purchase, etc. of regulated securities, etc. of the listed company, etc. within six months after having conducted their sale, etc. on their own or major shareholder's own account, to provide the listed company, etc. with the profit earned from the sale.

②If a listed company, etc. fails to make a request under the preceding paragraph within 60 days from the day on which a shareholder (including a member that is an insurance policy holder, an equity holder, or an investor (meaning an investor as defined in Article 2, paragraph (16) of the Act on Investment Trusts and Investment Corporations and including a member of the foreign investment corporation as defined in paragraph (25) of that Article); hereinafter the same applies in this paragraph and paragraph (8)) of the listed company, etc. demands that the listed company, etc. make the request under the preceding paragraph, the shareholder may make the request in subrogation of the listed company, etc.

③The right to make a request of the officer or major shareholder of a listed company, etc. pursuant to the preceding two paragraphs extinguishes by prescription if that right is not exercised within two years from the time the profit is made.

④If the Prime Minister finds, based on the report referred to in the preceding Article that the officer or major shareholder of a listed company, etc. has made the profit referred to in paragraph (1), the Prime Minister is to send a copy of the portion of the report related to the profit (hereinafter referred to as a "document related to profit" in this Article) to the officer or major shareholder, and if there is no filing as referred to in the following paragraph from the officer or major shareholder within the period specified therein with regard to the document related to profit, the Prime Minister is to send a copy of the document related to profit and information on the trade name, name, or personal name of the officer or major shareholder to the listed company, etc.; provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (1) has already been provided to the listed company, etc. before the Prime Minister sends the copy of the document related to profit to the officer or major shareholder or to the listed company, etc.

⑤If a copy of a document related to profit is sent to the officer or major shareholder of a listed company, etc. pursuant to the main clause of the preceding paragraph, and the officer or major shareholder finds that the officer or major shareholder has not made a purchase and sale, etc. as stated in the copy of the document related to profit, the officer or major shareholder may submit a filing indicating this to the Prime Minister within a period not exceeding 20 days from the day on which the officer or major shareholder receives the copy of the document related to profit.

⑥If a filing indicating that the officer or major shareholder has not made a purchase and sale, etc. as stated in the copy of a document related to profit is submitted by the officer or major shareholder pursuant to the preceding paragraph, for the purpose of the application of the main clause of paragraph (4), the portion to which the filing pertains is deemed not to have been included in the report to the Prime Minister under paragraph (1) of the preceding Article.

⑦If the Prime Minister sends a copy of a document related to profit to a listed company, etc. based on the provisions of paragraph (4), the Prime Minister is to make the copy of the document related to profit available for public inspection during the period starting from the day on which 30 days have elapsed since the day the copy is sent and ending on the day that the right to a request which is provided for in paragraph (3) extinguishes (or the day that the Prime Minister learns that the profit referred to in paragraph (1) has been provided to the listed company, etc., if the Prime Minister learns of this before the right to a request extinguishes); provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (1) has already been provided to the listed company, etc. before the Prime Minister makes the copy of the document related to profit available for public inspection.

⑧If a copy of a document related to profit is made available for public inspection pursuant to the provisions of the preceding paragraph, a shareholder of the listed company, etc. referred to in that paragraph may request the Prime Minister to provide information on the trade name, name, or personal name of the officer or major shareholder found to have made the profit referred to in paragraph (1).

⑨The provisions of the preceding paragraphs do not apply if the major shareholder is not a major shareholder either at the time of effecting the purchase, etc. or at the time of effecting the sale, etc., nor do they apply in cases that are specified by Cabinet Office Order in consideration of the features the purchase, etc. or sale, etc. that an officer or major shareholder effects and other circumstances.

⑩The method of calculating profit, if, as in paragraph (4), the Prime Minister finds the officer or major shareholder of a listed company, etc. to have made the profit referred to in paragraph (1), is specified by Cabinet Office Order.

It is prohibited for the officer or major shareholder of a listed company, etc. to engage in the following acts: