|
|
Home
| Databases
| WorldLII
| Search
| Feedback
Laws of Japan |
Cabinet Office Ordinance on Definitions under
Article 2 of the Financial Instruments and Exchange
Act
(Ordinance of the Ministry of Finance No. 14 of March 3, 1993) Pursuant to the provisions of Article 2 of the Securities and Exchange
Act (Act
No. 25 of 1948) and the provisions of Article 1-5, Article 1-6 and Article 1-7 of the
Order for Enforcement of the Securities and Exchange Act (Cabinet Order No.
321 of 1965), the Ordinance on Definitions set forth Article 2 of the Securities and Exchange Act shall be enacted as follows.
(Definitions)
Article 1 (1) As used in this Cabinet Office Ordinance, the term "Securities,"
"Public Offering of Securities," "Private Placement of Securities," "Secondary
Distribution of Securities," "Issuer," "Financial Instruments Services," "Financial Instruments Specialist,"
"Financial Instruments Market,"
"Financial Instruments Exchange," "Derivatives Transactions," "Exchange-
Traded Derivatives Transactions," "Over-the-Counter Transactions of
Derivatives," "Exchange-Traded Derivatives Transactions in a Foreign
Market," "Financial Instruments," "Financial Indicator," "Brokerage for the
Clearing of Securities, etc.," "Professional Investor," "Specified Listed
Securities," and "(a) Credit Rating(s)" respectively mean Securities, Public
Offering of Securities, Private Placement of Securities, Secondary Distribution of Securities, Issuer, Financial Instruments Services,
Financial Instruments
Specialist, Financial Instruments Market, Financial Instruments Exchange, Derivatives Transactions, Exchange-Traded Derivatives Transactions,
Over- the-Counter Transactions of Derivatives, Exchange-Traded Derivatives
Transactions in a Foreign Market, Financial Instruments, Financial Indicator, Brokerage for the Clearing of Securities, etc., Professional
Investor, Specified
Listed Securities, and (a) Credit Rating(s) as defined in Article 2 of the Financial Instruments and Exchange Act (Act No. 25 of 1948;
hereinafter referred to as the "Act").
(2) As used in this Cabinet Office Ordinance, the term "Type I Financial
Instruments Services," "Type II Financial Instruments Services," "Investment
Management," and "Securities Services" respectively mean Type I Financial Instruments Services, Type II Financial Instruments
Services, Investment Management, and Securities Services as defined in Article 28 of the Act.
(3) In this Cabinet Office Ordinance, the meanings of the terms listed in the
following items are as prescribed respectively in those items:
(i) Options: Options as defined in Article 2, paragraph (1), item (xix) of the Act; (ii) Business Subject to Investment: Business
Subject to Investment as defined
in Article 2, paragraph (2), item (v) of the Act;
(iii) Qualified Institutional Investor: Qualified Institutional Investor as defined in Article 2, paragraph (3), item (i) of the Act;
(iii)-2 Professional Investors, etc.: Professional Investors, etc. as defined in
Article 2, paragraph (3), item (ii), sub-item (b)2. of the Act;
(iii)-3 Securities for Professional Investors: Securities for Professional
Investors as defined in Article 4, paragraph (3) of the Act;
(iv) Discretionary Investment Contract: Discretionary Investment Contract as defined in Article 2, paragraph (8), item (xii), sub-item
(b) of the Act;
(v) Registered Financial Institution: Registered Financial Institution as
defined in Article 2, paragraph (11) of the Act;
(vi) Financial Instruments Specialist, etc.: Financial Instruments Specialist, etc. as defined in Article 34 of the Act;
(vii) Commissioner of the Financial Services Agency or Other Competent
Official: the Commissioner of the Financial Services Agency, in the case of a Financial Instruments Specialist, etc. designated by
the Commissioner of the Financial Services Agency pursuant to the provisions of Article 42,
paragraph (2) or Article 43, paragraph (2) of the Cabinet Order for the
Enforcement of the Financial Instruments and Exchange Act (Cabinet Order
No. 321 of 1965; hereinafter referred to as the "Cabinet Order"), or the
Director-General of a Local Finance Bureau or the Director-General of the
Fukuoka Local Finance Branch Bureau who has granted a registration currently in effect, in the case of a person other than such a
Financial
Instruments Specialist, etc.;
(viii) Partnership Contract: Partnership Contract as defined in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896);
(ix) Silent Partnership Contract: Silent Partnership Contract as defined in
Article 535 of the Commercial Code (Act No. 48 of 1899);
(x) Limited Partnership Agreement for Investment: Limited Partnership Agreement for Investment as defined in Article 3, paragraph
(1) of the Limited Partnership Act for Investment (Act No. 90 of 1998);
(xi) Limited Liability Partnership Agreement: Limited Liability Partnership
Agreement as defined in Article 3, paragraph (1) of the Limited Liability
Partnership Act (Act No. 40 of 2005).
(Commercial Paper)
Article 2 Promissory notes specified by Cabinet Office Ordinance, as referred to
in Article 2, paragraph (1), item (xv) of the Act, shall be those issued by using a paper which is delivered by any of the following
financial institutions on
entrustment by such juridical person to guarantee the payment thereof, and on which the mark "CP" is printed:
(i) a bank;
(ii) a shinkin bank, federation of shinkin banks, labor bank, or federation of labor banks;
(iii) Norinchukin Bank and Shoko Chukin Bank Limited;
(iv) a credit cooperative or federation of credit cooperatives, an agricultural cooperative or federation of agricultural cooperatives,
a fishermen's
cooperative or federation of fishermen's cooperatives, a marine products and
processing cooperative or a federation of marine products and processing
cooperatives, which is able to accept deposits or savings as a part of business.
(Foreign Loan Trust Beneficiary Certificates, etc.)
Article 3 The securities or certificates specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (1), item
(xviii) of the Act, shall be securities or certificates which have been issued by a foreign person, and which indicate
the beneficial interest of a trust in which loan claims held by a person engaged
in banking services or by any other person who grants money loans as a part of business are entrusted, or which indicate any other
rights similar thereto.
(Matters to Be Indicated on School Bonds)
Article 4 The matters specified by Cabinet Office Ordinance, as referred to in
Article 1, item (ii) of the Cabinet Order, shall be as follows:
(i) the name of the Incorporated Educational Institution, etc. (meaning an
Incorporated Educational Institution, etc. as defined in Article 1, item (ii) of the Cabinet Order; the same shall apply hereinafter)
which issues securities or certificates listed in that item (hereinafter referred to as the "School
Bonds");
(ii) the amount of monetary claims pertaining to said School Bonds;
(iii) the method and due date for the redemption of monetary claims pertaining to said School Bonds; and
(iv) the interest on monetary claims pertaining to said School Bonds, as well as the payment method and due date thereof.
(Goods Acquired by Using the Entirety of Monies)
Article 5 The goods specified by Cabinet Office Ordinance, as referred to in
Article 1-3, item (iv) of the Cabinet Order, shall be racehorses.
(Stock Ownership)
Article 6 (1) The persons specified by Cabinet Office Ordinance, as referred to in
Article 1-3-3, item (v) of the Cabinet Order, shall be officers (including those
who are found to have the same or a higher authority than an officer over a company or its Controlled Company, etc., irrespective
of their titles, such as
advisor, consultant or others), or employees, of said company or its Controlled
Company, etc.
(2) The requirement specified by Cabinet Office Ordinance, as referred to in
Article 1-3-3, item (v) of the Cabinet Order, shall be that the amount of the contribution made by each of the Officers, etc. (meaning
Officers, etc. as
defined in that item) on each occasion shall be less than one million yen. (3) The "Controlled Company, etc." under paragraph
(1) shall be a company
which falls under any of the following items:
(i) in cases where a company holds voting rights exceeding 50 percent of the
Voting Rights Held by All the Shareholders, etc. (meaning Voting Rights
Held by All the Shareholders as prescribed in Article 29-4, paragraph (2) of the Act; the same shall apply hereinafter) of another
company, said other company (referred to as the "Controlled Company" in the following item and the following paragraph);
or
(ii) in cases where the Controlled Company holds voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders,
etc. of another company, said other company.
(4) The voting rights (excluding Voting Rights Held by All the Shareholders) in the cases referred to in the items of the preceding
paragraph shall include
voting rights pertaining to shares which are not to be duly asserted against the Issuer pursuant to the provisions of Article 147,
paragraph (1) and Article 148, paragraph (1) of the Act on the Transfer of Corporate Bonds, Shares, etc. (Act No. 75 of 2001; hereinafter
referred to as the "Corporate Bonds, etc. Transfer
Act").
(Rights Excluded from the Right to Receive Dividends of Profit, etc. Pertaining to Business Subject to Investment)
Article 7 (1) The rights specified by Cabinet Office Ordinance, as referred to in
Article 1-3-3, item (vi) of the Cabinet Order, shall be as follows:
(i) rights based on a contract under which employees of an Associated Company of the company that issues share certificates promise
to purchase the share certificates of said company on a continual basis, jointly with other
employees of said Associated Company, according to a certain plan, without depending on an individual investment decision (limited
to a contract
wherein each employee is to contribute less than one million yen on each occasion); and
(ii) rights based on a contract under which Business Associates of a company
that issues share certificates (meaning persons who are designated by said
company as business associates of said company; hereinafter the same shall
apply in this item) promise to purchase (limited to purchases made through
applying for intermediation, brokerage or agency to a Financial Instruments Specialist) the share certificates of said company on
a continual basis, jointly with the other Business Associates of said company, according to a certain
plan, without depending on an individual investment decision (limited to a contract wherein each Business Associate is to contribute
less than one
million yen on each occasion).
(2) The term "Associated Company" as used in item (i) of the preceding
paragraph shall mean a company which falls under any of the following items: (i) in cases where a company holds 25 percent or more
of the Voting Rights
Held by All the Shareholders, etc. (including voting rights pertaining to
shares which shall not be duly asserted against the Issuer pursuant to the
provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the
Corporate Bonds, etc. Transfer Act) of another company, said other company; (ii) in cases where the amount of sales to a company by
any other company in
the preceding business year constitutes 50 percent or more of the gross sales amount of said other company, said other company; and
(iii) in cases where the amount of purchases from a company by any other
company in the preceding business year constitutes 50 percent or more of the gross purchase amount of said other company: said other
company.
(Claims Pertaining to Loans Made to Incorporated Educational Institutions, etc.)
Article 8 (1) The matters specified by Cabinet Office Ordinance, as referred to in
Article 1-3-4, item (i) of the Cabinet Order, shall be interest rates and the due date.
(2) The interested persons specified by Cabinet Office Ordinance, as referred to
in Article 1-3-4, item (ii), sub-item (a) of the Cabinet Order, shall be those listed in any of the following items:
(i) the parents of a person who attends a School established by the
Incorporated Educational Institution, etc. (meaning a School established by an Incorporated Educational Institution, etc. under Article
1-3-4, item (ii), sub-item (a) of the Cabinet Order; the same shall apply in the following item) or other persons equivalent to them,
who bear school tuition and any other costs necessary for attending the School;
(ii) a person who has graduated from a School established by the Incorporated
Educational Institution, etc.; and
(iii) an Officer (meaning an Officer as prescribed in Article 35, paragraph (1) of the Private Educational Institutions Act (Act No.
270 of 1949)), a Councilor
(meaning the Councilor prescribed in that Act) and Staff (meaning the Staff prescribed in Article 38, paragraph (5) of that Act) of
the Incorporated
Educational Institution, etc.
(Acts Similar to Solicitation of Offers to Acquire)
Article 9 The acts specified by Cabinet Office Ordinance, referred to in the non- itemized part of Article 2, paragraph (3) of the
Act, shall be those specified in the following items according to the categories of Securities listed in the
respective items:
(i) share certificates: offers to sell and the solicitation of offers to buy the
relevant share certificates, by the Issuer of said share certificates pursuant
to the provisions of Article 199, paragraph (1) of the Companies Act (Act No.
86 of 2005);
(ii) Beneficiary Certificates of a Special Purpose Trust (meaning beneficiary
certificates of a special purpose trust as set forth in Article 2, paragraph (1), item (xiii) of the Act; the same shall apply hereinafter),
and the Securities
listed in item (xvii) of that paragraph which have the nature of the
beneficiary certificates of a special purpose trust: offers to sell and the
solicitation of offers to buy the relevant Securities by the Originator of the trust (meaning a person who has concluded a trust agreement
with the
trustee of said trust; hereinafter the same shall apply in this item and
Article 14, paragraph (2), item (i)) for the purpose of their transferral
(excluding Securities transferred to the Originator);
(iii) Beneficiary Certificates of a Trust That Issues Beneficiary Certificates
(meaning the beneficiary certificates of a trust that issues beneficiary
certificates as set forth in Article 2, paragraph (1), item (xiv) of the Act; the same shall apply hereinafter), and the Securities
which are listed in item
(xvii) of that paragraph and which have the nature of the beneficiary
certificates of a trust that issues beneficiary certificates, in the case where the beneficiary at the time when the terms of trust
pertaining to said
Securities become effective is the settlor (excluding Securities pertaining to a trust for which a trust agreement is concluded under
a single trust contract,
and the management or disposition of trust property pertaining to said trust agreement is jointly carried out with the management
or disposition of trust properties pertaining to a trust agreement between a trustee and other
settlors concluded under said trust contract): offers to sell and the
solicitation of offers to buy said Securities, for the purpose of transferring
said Securities (excluding Securities transferred to a settlor) by the settlor of a trust pertaining to said Securities;
(iv) Mortgage Securities (meaning the mortgage securities as prescribed in the
Mortgage Securities Act (Act No. 15 of 1931); the same shall apply
hereinafter), and the Securities which are listed in Article 2, paragraph (1),
item (xvii) of the Act and which have the nature of mortgage securities: offers
to sell and the solicitation of offers to buy said Securities by a person who has received said Securities under the procedures prescribed
in Article 11 of the Mortgage Securities Act or any procedure equivalent thereto, with the
purpose of transferring said Securities; and
(v) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act which have the nature of share certificates: offers
to sell and the solicitation of
offers to buy said Securities (limited to those of which the Issuer is the
relevant Issuer) by the Issuer thereof pursuant to the governing laws and regulations of a foreign state upon the establishment of
such Issuer;
(vi) rights listed in Article 2, paragraph (2), item (i) and (ii) of the Act, in the case where the beneficiary at the time when the
terms of trust pertaining to said rights become effective is the settlor (excluding Securities pertaining to
a trust for which a trust agreement is concluded under a single trust contract,
and the management or disposition of trust property pertaining to said trust agreement is jointly carried out with the management
or disposition of trust properties pertaining to a trust agreement between a trustee and other
settlors concluded under said trust contract): offers to sell and the
solicitation of offers to buy said rights, by the settlor of the trust to which said rights pertain, for the purpose of transferring
said rights (excluding rights transferred to a settlor).
(Scope of Qualified Institutional Investors)
Article 10 (1) The person specified by Cabinet Office Ordinance, referred to in
Article 2, paragraph (3), item (i) of the Act, shall be as follows; provided,
however, that in the case of any person other than those listed in item (xv), a person designated by the Commissioner of the Financial
Services Agency shall be excluded, and in the case of a person listed in that item, such person shall be limited to one designated
by the Commissioner of the Financial Services
Agency:
(i) a Financial Instruments Specialist (limited to a specialist engaged in Type I Financial Instruments Services (limited to business
which falls under
Securities Services) or in Investment Management);
(ii) an investment corporation as prescribed in Article 2, paragraph (12) of the
Act on Investment Trusts and Investment Corporations (Act No. 198 of
1951);
(iii) a foreign investment corporation as prescribed in Article 2, paragraph (23)
of the Act on Investment Trusts and Investment Corporations; (iv) a bank;
(v) an insurance company;
(vi) a foreign insurance company, etc. as prescribed in Article 2, paragraph (7)
of the Insurance Business Act (Act No. 105 of 1995);
(vii) a shinkin bank, federation of shinkin banks, labor bank, or federation of labor banks;
(viii) the Norinchukin Bank or the Shoko Chukin Bank Limited;
(ix) a credit cooperative which has filed a notification with the Commissioner of the Financial Services Agency or a federation of
credit cooperatives; or a
federation of agricultural cooperatives or a federation of mutual aid
fishermen's cooperatives which is able to accept deposits or savings or run a business facility related to mutual aid as a part
of its business;
(x) the Enterprise Turnaround Initiative Corporation of Japan (limited to the
cases where it is engaged in business activities listed in Article 22,
paragraph (1), item (i) and item (ii), sub-items (a) and (c) of the Act on the
Enterprise Turnaround Initiative Corporation of Japan (Act No. 63 of 2009)); (xi) a person engaged in the management and investment
of the fiscal loan
fund;
(xii) the Government Pension Investment Fund;
(xiii) Japan Finance Corporation (limited to an exclusive division as prescribed
in Article 13, paragraph (3) of the Japan Finance Corporation Act (Act No. 57 of 2007)) and the Okinawa Development Finance Corporation;
(xiv) the Development Bank of Japan, Inc.;
(xv) an agricultural cooperative or federation of agricultural cooperatives that is able to accept deposits or savings as a part of
business;
(xvi) the persons specified in Article 1-9, item (v) of the Cabinet Order (limited to those registered pursuant to the provisions
of Article 33-2 of the Act);
(xvii) a stock company engaged in the business activities listed in Article 17-3,
paragraph (2), item (xii) of the Ordinance for the Enforcement of the Banking
Act (Ordinance of the Ministry of Finance No. 10 of 1982), which has
prescribed in its articles of incorporation that it is to be engaged in said business activities, and which has notified the Commissioner
of the Financial Services Agency that it has the amount of the stated capital of five hundred million yen or more at the time of
the notification under this item;
(xviii) an Investment LPS as prescribed in Article 2, paragraph (2) of the
Limited Partnership Act for Investment;
(xix) an employees' pension fund that the Commissioner of the Financial
Services Agency has been notified of as one that has 10 billion yen or more as the amount calculated by deducting the total sum of
the current liabilities,
the payment reserves, and the balance of excess contributions from the total
sum of the current assets and the fixed assets stated in the balance sheet
pertaining to pension accounting (limited to that which has been submitted pursuant to the provisions of Article 39, paragraph (1)
of the Cabinet Order for Employees' Pension Fund (Cabinet Order No. 324 of 1966)) in a business year preceding the year of the
relevant date; a corporate pension fund that
the Commissioner of the Financial Services Agency has been notified of as one that has 10 billion yen or more as the amount calculated
by deducting the total sum of the current liabilities and the payment reserves from the total sum of the current assets and the fixed
assets stated in the balance
sheet pertaining to pension accounting (limited to that which has been
submitted pursuant to the provisions of Article 117, paragraph (3), item (i) of the Ordinance for Enforcement of the Defined-Benefit
Corporate Pension Act
(Ordinance of the Ministry of Health, Labour and Welfare No. 22 of 2002)) in a business year preceding the year of the relevant date;
the Pension Fund
Association;
(xx) a person who has been granted approval under Article 29, paragraph (1) of
Act on Special Measures concerning Urban Reconstruction (Act No. 22 of
2002) to engage in the business activities listed in item (ii) of that paragraph
(limited to the cases where said person is engaged in business activities listed in that item);
(xxi) a trust company as prescribed in Article 2, paragraph (2) of the Trust
Business Act (Act No. 154 of 2004) (excluding a Management-type Trust
Company prescribed in paragraph (4) of that Article; the same shall apply in Article 16, paragraph (1), item (vii)) which has made
a notification to the Commissioner of the Financial Services Agency;
(xxii) a foreign trust company as prescribed in Article 2, paragraph (6) of the
Trust Business Act (excluding a Management-type Foreign Trust Company
as prescribed in paragraph (7) of that Article; the same shall apply in Article
16, paragraph (1), item (vii)) and which has made a notification to the
Commissioner of the Financial Services Agency;
(xxiii) a juridical person which has notified the Commissioner of the Financial Services Agency that it falls under any of the following
requirements (in the case of a juridical person which has made a notification to the effect that it falls under sub-item (b), limited
to cases where said juridical person effects any transaction as an Operating Partner, etc. (meaning a partner who has
concluded a Partnership Contract under which said partner is delegated to
manage the business of the partnership; a proprietor who has concluded a
Silent Partnership Contract; a partner who has concluded a Limited Liability
Partnership Agreement, participates in management decisions regarding the important business of a partnership, and manages said business
by
himself/herself; or any person equivalent to them under the laws and
regulations of a foreign state; hereinafter the same shall apply in this item and the following item)):
(a) that the balance of the Securities held by said juridical person as of the
latest date from the date said juridical person intends to make said
notification (hereinafter referred to as the "Latest Date" in this Article)
shall be one billion yen or more;
(b) that said juridical person is an Operating Partner, etc. which falls under all of the following requirements (excluding the cases
where such juridical person falls under sub-item (a)):
1. that the balance of the Securities which said juridical person, as an
Operating Partner, etc., holds under the Business Subject to
Investment pertaining to said Partnership Contract, Silent
Partnership Contract or Limited Liability Partnership Agreement or a contract under the laws and regulations of a foreign state which
is
similar to any of the aforementioned contracts, as of the Latest Date, is one billion yen or more; and
2. that said juridical person has, with regard to making said notification,
obtained the consent of all of the other partners of the partnership pertaining to said partnership agreements, all of the other silent
partners pertaining to the Silent Partnership Contract who hold rights
under the Business Subject to Investment pertaining to said Silent Partnership Contract, all of the other partners of the partnerships
pertaining to said Limited Liability Partnership Agreement, or all of
the other partners or other persons pertaining to a contract under the
laws and regulations of a foreign state which is similar to those contracts; or
(c) that said juridical person is a special purpose company as defined in
Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998; hereinafter referred to as the "Asset Securitization
Act")
(hereinafter referred to as the "Special Purpose Company" in this item and Article 23, item (vii)), where Securities are
included in the specified assets defined in Article 2, paragraph (1) of the Asset Securitization Act under
the asset securitization plan defined in Article 2, paragraph (4) of the
Asset Securitization Act for which a notification has been made pursuant
to the provisions of Article 4 of the Asset Securitization Act (in cases where a notification under Article 9 of the Asset Securitization
Act, related to the changes to the relevant asset securitization plan, has been made, the asset securitization plan after such changes;
the same shall apply in paragraph (3), item (iii), sub-item (g)), and the value of said Securities is one billion
yen or more;
(xxiv) an individual who has notified the Commissioner of the Financial
Services Agency that he/she meets any of the following requirements (for an individual who has made a notification that he/she falls
under sub-item (b), limited to the cases where he/she effects a transaction as an Operating
Partner, etc.):
(a) that the individual falls under all the following requirements:
1. that the balance of the Securities held by said individual as of the Latest
Date is one billion yen or more; and
2. that a period of one year has passed from the date when said individual opened an account with the Financial Instruments Specialist,
etc. for
transactions in Securities;
(b) that said individual is Operating Partner, etc. and satisfies all of the
following requirements (excluding cases where said individual falls under sub-item (a)):
1. that the balance of the Securities which said individual, as an Operating
Partner, etc., holds under the Business Subject to Investment pertaining to said Partnership Contract, the Silent Partnership
Contract or the Limited Liability Partnership Agreement or a contract
under the laws and regulations of foreign states which is similar to any of the aforementioned contracts, as of the Latest Date, is
one billion
yen or more; and
2. that said individual, with regard to making said notification, has obtained the consent of all the other partners of the partnerships
pertaining to said Partnership Contract, all the other silent partners
pertaining to the Silent Partnership Contracts who hold rights under the Business Subject to Investment pertaining to said Silent
Partnership Contract, all the other partners of the partnership
pertaining to said Limited Liability Partnership Agreement, or all the
other partners or other persons pertaining to a contract under the laws and regulations of a foreign state which is similar to any
of the
aforementioned contracts;
(xxv) a person (excluding an individual) who engages in the following business activities in a foreign state under the laws and regulations
of a foreign state, and who has notified the Commissioner of the Financial Services Agency that it has the amount of stated capital
or the contribution or the total amount of funds not less than those listed in the following sub-items, at the time of the
notification under this item:
(a) Type I Financial Instruments Services (limited to business which falls under the category of Securities Services): 50 million
yen;
(b) Investment Management: 50 million yen;
(c) banking services as prescribed in Article 2, paragraph (2) of the Banking
Act (Act No. 59 of 1981): 2 billion yen;
(d) insurance business as prescribed in Article 2, paragraph (1) of the
Insurance Business Act: one billion yen; or
(e) trust business as prescribed in Article 2, paragraph (1) of the Trust
Business Act (limited to business other than administration-focused trust business as prescribed in paragraph (3) of that Article):
100 million yen;
and
(xxvi) a foreign national government, foreign governmental organization, foreign regional government, foreign central bank, or an
international
organization of which Japan is a member state, which has made a notification to the Commissioner of the Financial Services Agency.
(2) In cases where a person listed in any of the items of the preceding paragraph
has acquired or purchased Securities for which, at the time of the issuance
thereof, Solicitation of an Offer to Acquire (meaning the Solicitation of Offers to Acquire as prescribed in Article 2, paragraph
(3) of the Act, and including
Procedures Related to the Issuance of Securities During a Reorganization as prescribed in Article 2-2, paragraph (2) of the Act; hereinafter
the same shall apply except in Article 13, paragraph (2)) was made to any Qualified
Institutional Investor that is excluded from being a counterparty to said
Solicitation of Offers to Acquire pursuant to the provisions of Article 2,
paragraph (3), item (i) of the Act in cases where that item applies, or for which, at the time of the issuance thereof, the Solicitation
of an Offer to Acquire fell under the case specified in Article 2, paragraph (3), item (ii), sub-item (a) or
Article 2-2, paragraph (4), item (ii), sub-item (a) of the Act (excluding cases
where the disclosure prescribed in Article 4, paragraph (7) of the Act has been made with regard to said Securities, cases where the
person is a person who
falls under any of items (i) to (xiv) inclusive or items (xvi) to (xxvi) inclusive of
the preceding paragraph and who has already been designated under the
proviso to that paragraph, cases where the person is a person who falls under item (xv) of that paragraph and whose designation under
the proviso to that
paragraph has already been cancelled, or cases where the person is a person
who falls under any of items (ix), (xvii), (xix) or (xxi) to (xxvi) inclusive of that
paragraph and for whom the period prescribed in paragraph (5) has elapsed, at the time of said acquisition or purchase), even when
the person is a person who falls under any of items (i) to (xiv) inclusive or items (xvi) to (xxvi) inclusive of
the preceding paragraph and who has been designated under the proviso to
that paragraph, even when the person is a person who falls under item (xv) of
that paragraph and whose designation under the proviso to that paragraph has already been canceled, or even when the person is a person
who falls under
items (ix), (xvii), (xix) or (xxi) to (xxvi) inclusive of that paragraph and for
whom the period prescribed in paragraph (5) has elapsed, if offers to sell and
the solicitation of offers to buy said Securities are to be made, the person shall be deemed to be a person who falls under the category
of a Qualified
Institutional Investor, and the provisions of Article 4, paragraph (2) of the Act shall apply thereto.
(3) A person who intends to file a notification with the Commissioner of the
Financial Services Agency as a person listed in any of the items (ix), (xvii),
(xix) or (xxi) to (xxvi) inclusive of paragraph (1) pursuant to the provisions of
respective items (hereinafter referred to as a "Notifier" in this Article) shall file a notification to that effect with
the Commissioner of the Financial Services
Agency according to the categories of Notifier listed in the following items,
with a document stating the matters listed in the respective items, during the period from January 1 until one month thereafter, the
period from April 1 until one month thereafter, the period from July 1 until one month thereafter, or the period from October 1 until
one month thereafter, in the year which includes
the day on which the person intends to make said notification:
(i) the Notifier for any of the persons as listed in items (ix), (xvii), (xxi), (xxii), (xxv) and (xxvi) of paragraph (1): the following
matters:
(a) the trade name or name;
(b) the title and name of the representative person;
(c) the location of the head office or the principal office;
(d) the trade name or name, and the location of the head office or principal
office or the domicile, of a person who has the authority of representation as prescribed in paragraph (11) (limited to the Notifier
for a person as
listed in any of items (xxv) and (xxvi) of paragraph (1));
(e) the category of the Qualified Institutional Investor (meaning the category under the items of paragraph (1); the same shall apply
in item (iii), sub-
item (e));
(f) the amount of the stated capital or the contribution, or the total amount of funds, at the time of the notification made pursuant
to this item (limited to a Notifier for any of the persons as listed in item (xvii) and (xxv) of
paragraph (1)); and
(g) a description of the business activities engaged in in a foreign state and the laws and regulations governing said business activities
(limited to a Notifier for a person listed in item (xxv) of paragraph (1));
(ii) the Notifier for a person as listed in item (xix) of paragraph (1): the following matters:
(a) the name;
(b) the title and name of the representative person; (c) the location of the principal office; and
(d) the amount calculated by deducting the total sum of the current liabilities, the payment reserve and the balance of the excess
contributions from the
total sum of the current assets and the fixed assets stated in the balance
sheet pertaining to pension accounting (limited to that which has been submitted pursuant to the provisions of Article 39, paragraph
(1) of the
Cabinet Order for Employees' Pension Fund) in a business year preceding
the year of the relevant date, or the amount calculated by deducting the total sum of the current liabilities and the payment reserve
from the total
sum of the current assets and the fixed assets stated in the balance sheet
pertaining to pension accounting (limited to that which has been submitted under Article 117, paragraph (3), item (i) of the Ordinance
for Enforcement of the Defined-Benefit Corporate Pension Act) in a business year preceding the year of the relevant date;
(iii) the Notifier for any of the persons as listed in items (xxiii) and (xxiv) of
paragraph (1): the following matters: (a) the trade name or name;
(b) the title and name of the representative person (limited to the Notifier for
a person listed in item (xxiii) of paragraph (1));
(c) the location of the head office or principal office, or the domicile;
(d) the trade name or name, and the location of the head office or principal
office or the domicile, of a person who has the authority of representation
as prescribed in paragraph (11) (limited to a Notifier who is a Non-resident
(meaning a Non-resident as defined in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act (Act No. 228
of 1949);
hereinafter the same shall apply in this Article));
(e) the category of the Qualified Institutional Investor, and a statement as to whether the person falls under either of paragraph
(1), item (xxiii), sub- item (a) or (b), or as to whether the person falls under either of paragraph (1), item (xxiv), sub-item (a)
or (b);
(f) the balance of the Securities held at the Latest Date (limited to cases
falling under paragraph (1), item (xxiii), sub-item (a) or (b), or item (xxiv), sub-item (a) or (b) of that paragraph); and
(g) the notification day of the asset securitization plan defined in Article 2,
paragraph (4) of the Asset Securitization Act as well as the class and value of the Securities stated in the relevant asset securitization
plan (limited to cases falling under paragraph (1), item (xxiii), sub-item (c)).
(4) A Notifier shall submit a document as prescribed in the preceding paragraph
according to the category of Notifier in the following items to the Commissioner of the Financial Services Agency via the Director-General
of the Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau
prescribed in the respective items:
(i) the Notifier for a person as listed in paragraph (1), item (ix): the Director-
General of the Local Finance Bureau that has jurisdiction over the location of the head office or the principal office of said Notifier
(or the Director-General of the Fukuoka Local Finance Branch Bureau, in cases where said location is within the jurisdictional district
of Fukuoka Local Finance Branch Bureau);
(ii) the Notifier for any of the persons as listed in items (xvii), (xxi) and (xxii) of
paragraph (1): a Director-General of a Local Finance Bureau or the Director- General of the Fukuoka Local Finance Branch Bureau, as
prescribed in the
following sub-items according to the categories of cases listed in respective sub-items:
(a) cases where said Notifier falls under the category of a person who is to submit an Annual Securities Report (meaning an Annual
Securities Report as defined in Article 24, paragraph (1) of the Act): a Director-General of a
Local Finance Bureau or the Director-General of the Fukuoka Local
Finance Branch Bureau to whom said Notifier is to submit an Annual
Securities Report pursuant to the provisions of Article 20 of the Cabinet
Office Ordinance on Disclosure of Corporate Affairs, etc. (Ordinance of the
Ministry of Finance No. 5 of 1973); or
(b) cases other than that listed in sub-item (a): the Director-General of the Local Finance Bureau that has jurisdiction over the
location of the head office (or the principal branch office as prescribed in Article 53, paragraph (1) of the Trust Business Act,
in the case of the Notifier for a person as
listed in paragraph (1), item (xxii)) or the principal office of said Notifier
(or the Director-General of the Fukuoka Local Finance Branch Bureau, in the case where said location is within the jurisdictional
district of the
Fukuoka Local Finance Branch Bureau);
(iii) the Notifier for a person as listed in paragraph (1), item (xix): the Director- General of the Local Finance Bureau that has
jurisdiction over the location of the principal office of said Notifier (or the Director-General of the Fukuoka Local Finance Branch
Bureau, in cases where said location is within the
jurisdictional district of the Fukuoka Local Finance Branch Bureau);
(iv) A Notifier pertaining to any of the persons listed in items (xxiii) and (xxiv)
of paragraph (1) (excluding a Non-resident): the Director-General of the Local Finance Bureau that has jurisdiction over the location
of the head office or principal office or the domicile of said Notifier (or the Director-
General of the Fukuoka Local Finance Branch Bureau, in cases where said
location or domicile is within the jurisdictional district of the Fukuoka Local
Finance Branch Bureau); and
(v) the Notifier for a person as listed in any of items (xxiii) and (xxiv) of paragraph (1) (limited to Non-residents), and the Notifier
for any of the
persons as listed in items (xxv) and (xxvi) of that paragraph: the Director-
General of the Kanto Finance Bureau.
(5) The period for which the Notifier is regarded as falling under the category of a Qualified Institution Investor in cases where
such person has made a
notification pursuant to the provisions of paragraph (3) shall be the period
from March 1 of the year in which the date of the notification falls up until the
day when two years have elapsed from said day in cases where said notification was made during the period from January 1 until one
month thereafter; the
period from June 1 of the year in which the date of the notification falls up
until the day when two years have elapsed from said day in cases where said notification was made in the period from April 1 until
one month thereafter;
the period from September 1 of the year in which the date of the notification falls up until the day when two years have elapsed from
said day in cases
where said notification was made during the period from July 1 until one month thereafter; and the period from December 1 of the year
in which the
date of the notification falls up until the day when two years have elapsed from said day in cases where said notification was filed
during the period from
October 1 until one month thereafter.
(6) A person who has made the notification pursuant to the provisions of
paragraph (3) shall, when there is any change to the matters pertaining to said notification (limited to the matters listed in paragraph
(3), item (i), sub-item
(a) or (c), paragraph (3), item (ii), sub-item (a) or (c), or paragraph (3), item (iii), sub-item (a) or (c)) during the period for
which said persons are regarded as
falling under the category of a Qualified Institutional Investor as prescribed in
the preceding paragraph, file a written notification to that effect, without delay, with the Commissioner of the Financial Services
Agency.
(7) The provisions of paragraph (4) shall apply mutatis mutandis to the
notifications under the preceding paragraph. In this case, the term "a
document as prescribed in the preceding paragraph" in paragraph (4) shall be deemed to be replaced with "a document stating
the details of the matters so
changed".
(8) When the notification has been filed pursuant to the provisions of paragraph (3), the Commissioner of the Financial Services Agency
shall give a public notice of the trade name or name, and the location of the head office or
principal office or the domicile, of the person who made said notification, the
period during which the person who made said notification is to be regarded as falling under the category of a Qualified Institutional
Investor (meaning the period as prescribed in paragraph (5)), and, if the person who has made said
notification made such notification as a person who falls under paragraph (1),
item (xxiii), sub-item (b) or, item (xxiv), sub-item (b) it shall be published to
that effect in Official Gazette until March 1 of the year in which the date of the notification falls in cases where said notification
was made during the period
from January 1 until one month thereafter; until June 1 of the year in which the date of the notification falls in cases where said
notification was made
during the period from April 1 until one month thereafter; until September 1 of
the year in which the date of the notification falls in cases where said notification was made during the period from July 1 until
one month
thereafter; or until December 1 of the year in which the date of the notification
falls in cases where said notification was made during the period from October
1 until one month thereafter.
(9) When the notification under paragraph (6) has been filed, the Commissioner of the Financial Services Agency shall give public
notice of the matters so notified in the Official Gazette without delay.
(10) The conversion of the balance of Securities held by the Notifier for persons
as listed in items (xxiii) and (xxiv) of paragraph (1) at the Latest Date, and the conversion of the amount of the stated capital
or the contribution, or the total
amount of the funds of the Notifier for a person as listed in item (xxv) of that paragraph, into Japanese currency shall be made by
using the exchange rate
(meaning the Basic Exchange Rate or the Arbitrated Exchange Rate as
prescribed in Article 7, paragraph (1) of the Foreign Exchange and Foreign
Trade Act) at the time of a notification under any of items (xxiii) to (xxv)
inclusive of that paragraph.
(11) The Notifier for persons as listed in items (xxiii) and (xxiv) of paragraph (1) (limited to a Non-resident), and the Notifier
for persons as listed in items (xxv) and (xxvi) of that paragraph shall designate a person whose head office or
principal office is located in Japan or who has a domicile in Japan and who has
the authority to represent said Notifier with regard to any and all acts relating to the notification prescribed in paragraphs (3)
and (6).
(12) A person listed in any of items (xxiii) and (xxiv) of paragraph (1) (limited to a Non-resident) and a person listed in any of
items (xxv) and (xxvi) of that
paragraph shall designate a person whose head office or principal office is
located in Japan or who has a domicile in Japan and has the authority to
represent said person with regard to any and all acts relating to a notification as prescribed in Article 23-13, paragraph (1) of
the Act or to the delivery of
documents as prescribed in Article 23-13, paragraph (2) of the Act pertaining to Securities acquired by said person (limited to Securities
for which the
Solicitation of Offers to Acquire fell under the cases listed in Article 2,
paragraph (3), item (i) of the Act at the time of the issuance thereof, and was made to Qualified Institutional Investors excluded
from being the counterparty to said Solicitation of Offers to Acquire pursuant to the provisions of the
provisions of that item, or Securities for which Solicitation of Offers to Acquire
fell under the cases listed in sub-item (a), item (ii) of that paragraph or Article
2-2, paragraph (4), item (ii), sub-item (a) of the Act at the time of the issuance thereof).
(Same Class of Securities, etc.)
Article 10-2 (1) The Securities specified by Cabinet Office Ordinance as being
the same class of Securities, as referred to in Article 1-4, item (i), sub-item (b), item (ii), sub-items (b) and (c), item (iii),
sub-items (a) and (b), Article 1-5-2,
paragraph (2), item (i), sub-item (a), Article 1-7, item (ii), sub-item (a)2., sub-
item (b)2. and 3., sub-item (c)1. and 2., Article 1-7-4, item (i), sub-item (b), item
(ii), sub-items (b) and (c), and item (iii), sub-items (a) and (b), Article 1-8-2,
item (i), sub-item (a), and Article 1-8-4, item (iii), sub-item (a)2., sub-item (b)2. and 3., and sub-item (c)1. and 2. of the Cabinet
Order shall be the relevant
Securities, and the Securities whose Issuer is the same as the Issuer of the
relevant Securities, and for which the matters specified in the following items according to the category of Securities listed in
the respective items are the
same:
(i) Convertible Specified Corporate Bonds (meaning the convertible specified corporate bonds provided in the Asset Securitization
Act): the following
matters:
(a) the due date for redemption and interest rates (in cases of Convertible
Specified Corporate Bonds issued on a discount basis, the due date for redemption);
(b) the currency in which the amount is indicated (limited to cases where the amount related to the relevant Securities is to be indicated
by a single
currency; the same shall apply in item (xvii), sub-item (b) and item (xviii), sub-item (b));
(c) the issue value for one unit of Preferred Equity (meaning the Preferred
Equity as defined in Article 2, paragraph (5) of the Asset Securitization
Act; hereinafter the same shall apply in this item and the following item)
which is to be issued upon conversion as well as the details of the payment of the dividend of profits related to the Preferred Equity,
distribution of residual assets, and the method of cancellation of said Preferred Equity by using the profits (collectively referred
to as the "Payment of Dividends of
Profit, etc. Pertaining to Preferred Equity" in the following item);
(ii) Specified Corporate Bond Certificates with a Rights to Subscribe for
Preferred Equity (meaning a Specified Corporate Bond Certificate with a
Right to Subscribe for Preferred Equity as prescribed in Article 1-4, item (ii), sub-item (d) of the Cabinet Order): the following
matters:
(a) the matters listed in sub-items (a) and (b) of the preceding item; and
(b) the issue value for one unit of Preferred Equity which is to be issued upon the exercise of the right to subscribe for preferred
equity and the details of
the Payment of Dividends of Profit, etc. Pertaining to Preferred Equity;
(iii) corporate bond certificates (including Specified Corporate Bond
Certificates (meaning specified corporate bond certificates as set forth in
Article 2, paragraph (1), item (iv) of the Act), Investment Corporation Bond Certificates (meaning investment corporation bond certificates
as set forth in item (xi) of that paragraph; hereinafter the same shall apply in this
paragraph), foreign investment securities set forth in that item that are
similar to investment corporation bond certificates, and Social Medical Care
Corporation Bond Certificates (meaning social medical care corporation bond
certificates as referred to in Article 2-8 of the Cabinet Order), and excluding short-term corporate bonds as prescribed in Article
66, item (i) of the
Corporate Bonds, etc. Transfer Act, short-term corporate bonds as prescribed in Article 61-10, paragraph (10) of the Insurance Business
Act, specified
short-term corporate bonds as defined in Article 2, paragraph (8) of the Asset
Securitization Act, short-term investment corporation bonds and short-term foreign bonds as prescribed in Article 139-12, paragraph
(1) of the Act on
Investment Trusts and Investment Corporations), which are other than the
Securities listed in the preceding two items and the following item to item
(vi) inclusive, and School Bonds: the matters listed in item (i), sub-items (a)
and (b);
(iv) Corporate Bond Certificates with Share Options (meaning corporate bond certificates with share options as set forth in Article
249, item (ii) of the
Companies Act; the same shall apply in Article 13-3, paragraph (2), item (i)):
the following matters:
(a) the matters listed in item (i), sub-items (a) and (b);
(b) the issue value for one share which is to be issued or transferred upon the exercise of share options, as well as the details
of the payment of the
dividend of surplus, distribution of residual assets, purchase of shares, and matters for which the voting rights may be exercised,
in relation to shares
(hereinafter collectively referred to as the "Payment of Dividend of Surplus,
etc. Pertaining to Shares" in this paragraph);
(v) corporate bond certificates (excluding the Securities listed in items (i) and (ii), and the preceding item) with special provisions
whereby they are to be or may be redeemed through the Securities issued by a company other than the company that issued the relevant
corporate bond certificates (hereinafter
such Securities shall be referred to as the "Target Securities" in this item)
(limited to corporate bond certificates where the person who holds the
corporate bond certificates has the right to receive the redemption thereof
through the Target Securities from the company that issued said corporate bond certificates): the following matters:
(a) the matters listed in item (i), sub-items (a) and (b); (b) the Issuer of the relevant Target Securities; and
(c) the details of the Payment of Dividend of Surplus, etc. Pertaining to
Shares in cases where the relevant Target Securities are share certificates, and the details of the right in the relevant Securities
in cases of Securities
other than share certificates;
(vi) corporate bond certificates on which the rights other than the rights
indicated on the Securities listed in items (i), (ii), and (iv), and the preceding item are indicated: the following matters:
(a) the matters listed in item (i), sub-items (a) and (b); and
(b) the details of the rights which are to be indicated on the relevant corporate bond certificates;
(vii) Preferred Equity Investment Certificates (meaning preferred equity
investment certificates as set forth in Article 2, paragraph (1), item (vii) of
the Act): the payment of the dividend of surplus related to Preferred Equity Investment (meaning preferred equity investment as provided
in the Act on Preferred Equity Investment by Cooperative Structured Financial
Institutions (Act No. 44 of 1993); hereinafter the same shall apply in this item), distribution of residual assets, and the method
of cancellation of
Preferred Equity Investment by using the surplus, and cancellation of
Preferred Equity Investment under Article 15, paragraph (1) of that Act
(limited to the part pertaining to item (ii));
(viii) Preferred Equity Securities (meaning preferred equity securities as set
forth in Article 2, paragraph (1), item (viii) of the Act; hereinafter the same shall apply in this item): the details of the method
of the payment of the
dividend of profits related to Preferred Equity Securities, distribution of residual assets, and cancellation of the relevant Securities;
(ix) share certificates: the details of the Payment of Dividend of Surplus, etc.
Pertaining to Shares;
(x) share option certificates: the details of the Payment of Dividend of Surplus, etc. Pertaining to Shares which are to be issued
or transferred upon the
exercise of share options;
(xi) the beneficiary certificates of an Investment Trust (meaning the
Investment Trust as defined in Article 2, paragraph (3) of the Act on
Investment Trusts and Investment Corporations) and Foreign Investment
Trust (meaning the Foreign Investment Trust as defined in paragraph (22) of that Article): the following matters:
(a) the investment trust property prescribed in Article 3, item (ii) of the Act on Investment Trusts and Investment Corporations;
(b) the method of the redemption of principal of a trust, and distribution of
profits; and
(c) the due date for the redemption of principal of a trust;
(xii) Investment Securities (meaning the Investment Securities set forth in
Article 2, paragraph (1), item (xi) of the Act; hereinafter the same shall apply in this item) and Foreign Investment Securities (meaning
the Foreign
Investment Securities set forth in item (xi) of that paragraph) which are
securities similar to Investment Securities: the details of the distribution of profits in relation to investment equity as defined
in Article 2, paragraph
(14) of the Act on Investment Trusts and Investment Corporations, or the
rights indicated on the relevant Foreign Investment Securities;
(xiii) the Beneficiary Certificate of a Special Purpose Trust (meaning the
beneficiary certificate of a special purpose trust as set forth in Article 2,
paragraph (1), item (xiii) of the Act; the same shall apply hereinafter): the following matters:
(a) the period of the special purpose trust contract as defined in Article 223 of the Asset Securitization Act;
(b) the Specified Trust Property (meaning Specified Trust Property as
prescribed in Article 1, item (ix)-3 of the Cabinet Office Ordinance on
Disclosure of Information of Regulated Securities, etc. (Ordinance of the
Ministry of Finance No. 22 of 1993)); and
(c) the details of the distribution of monies related to beneficial interest; (xiv) the Beneficiary Certificates of a Trust That Issues
Beneficiary
Certificates: the following matters:
(a) the trust property;
(b) the details of the beneficial claim as defined in Article 2, paragraph (7) of the Trust Act (Act No. 108 of 2006); and
(c) the due date;
(xv) Mortgage Securities: the following matters:
(a) the land, building or superficies right, on which the mortgage has been created;
(b) the amount of the claim as well as the due date of the principal; and
(c) the interest rate;
(xvi) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in items (i) to (x) inclusive: the matters specified respectively in items (i) to (x)
inclusive according to the
category of the nature of the Securities listed in items (i) to (x) inclusive held by the relevant Securities;
(xvii) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in items (i) and (ii) of that paragraph: the following matters:
(a) the due date for redemption and the interest rates of the relevant
Securities (in cases of Securities issued on a discount basis, the due date for redemption); and
(b) the currency in which the amount is indicated;
(xviii) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in item (iii) of that paragraph
(excluding the Securities listed in the following item and item (xx)): the following matters:
(a) the due date for redemption and the interest rates of the relevant
Securities (in cases of Securities issued on a discount basis, the due date for redemption); and
(b) the currency in which the amount is indicated;
(xix) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in item (iii) of that paragraph, with a special provisions whereby such Securities
shall or may be redeemed
through the Securities issued by a company other than the Issuer of the
relevant Securities (hereinafter such issued Securities shall be referred to as the "Target Securities" in this item) (limited
to Securities where, based on
the special provision, the person who holds the Securities has the right to
receive the redemption of said Securities through Target Securities from the company issuing said Securities): the following matters:
(a) the matters listed in sub-items (a) and (b) of the preceding item; (b) the issuer of the relevant Target Securities; and
(c) the details of the Payment of Dividend of Surplus, etc. Pertaining to
Shares in cases where the relevant Target Securities are share certificates, and the details of the rights in the relevant Securities
in cases of Securities other than share certificates;
(xx) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in item (iii) of that paragraph, with special provisions other than the one prescribed
in the preceding item:
the following matters:
(a) the matters listed in item (xviii), sub-items (a) and (b); and
(b) the details of the rights to be indicated on the relevant Securities;
(xxi) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities listed in item (vi) of that paragraph: the payment of dividend of surplus related to a contribution,
the distribution of residual assets and the method of cancellation of a contribution by using
profits;
(xxii) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Beneficiary Certificates of a Special Purpose
Trust: the matters equivalent to the matters specified in item (xiii);
(xxiii) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Beneficiary Certificates of a Trust That Issues
Beneficiary Certificates: the matters equivalent to the matters specified in item (xiv);
(xxiv) the Securities listed in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of Mortgage Securities: the matters specified in item
(xv);
(xxv) the Securities listed in Article 2, paragraph (1), item (xix) of the Act: the details of the Option to be indicated on the relevant
Securities; and
(xxvi) the Securities listed in Article 2, paragraph (1), item (xx) of the Act: the
details of the rights to be indicated on the relevant Securities.
(2) The other Securities specified by Cabinet Office Ordinance as being the same
class of Securities as the relevant Securities, as referred to in Article 1-6 and
Article 1-8-3 of the Cabinet Order shall be the Securities of which the Issuer is the same as the Issuer of the relevant Securities
and of which the matters
specified in the items of the preceding paragraph according to the category of
Securities set forth in the respective items are the same as the relevant
Securities.
(3) The term "Short-Term Foreign Bonds" as used in paragraph (1), item (iii) shall be rights to be indicated on bond certificates
to be issued in a foreign state or by a foreign juridical person as prescribed in Article 66 of the
Corporate Bonds, etc. Transfer Act (excluding item (i)) as applied mutatis
mutandis pursuant to Article 127 of the Corporate Bonds, etc. Transfer Act (hereinafter referred to as the "Book-Entry Transfer
Foreign Bonds" in this paragraph), which satisfy all of the following requirements:
(i) that the relevant Book-Entry Transfer Foreign Bonds are yen-dominated; (ii) that the amount of each Book-Entry Transfer Foreign
Bond does not fall
below 100 million yen;
(iii) that there are provisions setting forth that the fixed due date for the
redemption of principal is to be the day when a period of less than one year has elapsed from the day of the paying-in of the total
amount of the Book-
entry Transfer Foreign Bonds, and that there are no provisions setting forth that the redemption of principal is to be made in installments;
and
(iv) that there are provisions setting forth that the due date for the interest payment is to be the same date as the due date for
the redemption of
principal as set forth in the preceding item.
(Restriction, etc. on the Transfer of Securities to Persons Other Than Qualified
Institutional Investors upon Solicitation of Offers to Acquire)
Article 11 (1) The method specified by Cabinet Office Ordinance, referred to in
Article 1-4, item (ii), sub-item (d) of the Cabinet Order, shall be a method which satisfies any of the requirements listed in the
following items:
(i) that a statement to the effect that the relevant Securities have a restriction which prohibits any transfer except in the case
of the transfer thereof to a
Qualified Institutional Investor (hereinafter referred to as a "Restriction on
Resale" in this Article) has been made thereupon, and that such Securities are to be delivered to the acquirer thereof;
(ii) that it has been stated, in a document stating the information on the
relevant Securities to be delivered to an acquirer of said Securities, that said
Securities have a Restriction on Resale; or
(iii) that measures have been taken that enable the Members (meaning the
members as defined in Article 2, paragraph (3) of the Corporate Bonds, etc. Transfer Act; the same shall apply hereinafter) to become
aware that a
Restriction on Resale has been imposed on the relevant Securities.
(2) The requirements specified by Cabinet Office Ordinance as referred to in
Article 1-4, item (iii), sub-item (c) of the Cabinet Order shall be that the
relevant Securities fall under the requirements set forth in the following items: (i) that the relevant Securities fall under any
of the following requirements:
(a) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale has been made thereupon, and that such Securities are to be delivered to the acquirer thereof;
(b) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale has been made in the document containing the
information on said Securities which is to be delivered to the acquirer of such Securities; or
(c) that measures have been taken that enable the Members to become aware that a Restriction on Resale has been imposed on the relevant
Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act; and
(ii) that, in cases of the following Securities, in addition to the requirements set forth in the preceding item, the relevant Securities
satisfy the
requirements set forth in the following sub-items according to the following
category of Securities:
(a) Beneficiary Certificates of Securities in Trust (meaning the Beneficiary Certificates of Securities in Trust as prescribed in
Article 2-3, item (iii) of the Cabinet Order; the same shall apply hereinafter), and the Securities
set forth in Article 2, paragraph (1), item (xvii) of the Act which have the nature of Beneficiary Certificates of Securities in Trust:
that the relevant Beneficiary Certificates and Securities fall under the cases specified in the items of Article 1-4 or the items
of Article 1-7-4 of the Cabinet Order
according to the category of cases where the Entrusted Securities (meaning
the Entrusted Securities as defined in Article 2-3, item (iii) of the Cabinet Order; the same shall apply hereinafter) are the Securities
set forth in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order;
(b) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant Securities fall under any of the following cases:
1. the cases specified in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order according to the category of
cases where the
Securities which shall be the subject of a purchase and sale or any other transaction upon the exercise of the Options indicated on
the Securities (the first-mentioned Securities shall be referred to as the
"Underlying Securities" in Article 13, paragraph (3), item (ii), sub-item (b), Article 13-4, paragraph (2), item (ii), sub-item
(b) and Article 13-7, paragraph (3), item (ii), sub-item (b)) are the Securities set forth in the items of Article 1-4 or the items
of Article 1-7-4 of the Cabinet Order;
and
2. cases where the purchase and sale or other transactions of Securities shall not be conducted upon the exercise of the Options indicated
on the relevant Securities;
(c) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant Securities fall under any of the following cases:
1. the cases specified in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order according to the cases where
the securities or
certificates pertaining to the rights indicated on the relevant
Securities are the Securities set forth in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order; and
2. the cases where the purchase and sale or other transactions of Securities
shall not be conducted upon the exercise of the Options indicated on the relevant Securities; and
(d) corporate bond certificates and the Securities set forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of corporate
bond certificates, with special provisions that the relevant corporate bond certificates or Securities shall or may be redeemed through
the Securities set forth in Article 1-4, item (i) or (ii) or Article 1-7-4, item (i) or (ii) of the Cabinet Order, or sub-item (b)
or (c) above (limited to those issued by a person other than the Issuer of the relevant corporate bond certificates) (hereinafter
such corporate bond certificates shall be referred to as the
"Convertible Bond Certificates" in this sub-item (d)): that the relevant
corporate bond certificates fall under any of the following cases according to the cases where the Securities to be acquired upon
the relevant
redemption (hereinafter referred to as the "Securities Acquired Upon
Redemption" in this sub-item (d)) are the Securities set forth respectively below:
1. the Securities set forth in Article 1-4, item (i) or Article 1-7-4, item (i) of the Cabinet Order: the cases specified in Article
1-4, item (i) of the
Cabinet Order (in cases where the relevant Securities Acquired Upon
Redemption are not to be newly issued and where the Issuer of said Securities Acquired Upon Redemption is not the Parent Company (meaning
a Parent Company as defined in Article 2, item (iv) of the
Companies Act; the same shall apply in Article 13, paragraph (3), item
(ii), sub-item (d), Article 13-4, paragraph (2), item (ii), sub-item (d) and
Article 13-7, paragraph (3), item (ii), sub-item (d)) or a Subsidiary
Company (meaning a Subsidiary Company as defined in Article 2, item
(iii) of that Act; the same shall apply in Article 13, paragraph (3), item
(ii), sub-item (d), Article 13-4, paragraph (2), item (ii), sub-item (d) and
Article 13-7, paragraph (3), item (ii), sub-item (d)) of the Issuer of the
relevant Convertible Bond Certificates (such case shall be referred to
as the "Case of Already Issued Securities Acquired Upon Redemption" in 1. and 2. below), excluding the cases where the relevant
Securities fall under the requirements set forth in Article 1-4, item (i), sub-item (a) of the Cabinet Order), or the cases specified
in Article 1-7-4, item (i) of the Cabinet Order (in the Case of Already Issued Securities
Acquired Upon Redemption, excluding the cases where the relevant
Securities fall under the requirements set forth in sub-item (a) of that item);
2. the Securities set forth in Article 1-4, item (ii) or Article 1-7-4, item (ii)
of the Cabinet Order: the cases specified in Article 1-4, item (ii) of the
Cabinet Order (in the Case of Already Issued Securities Acquired Upon
Redemption, excluding the cases where the relevant Securities fall under the requirements set forth in sub-item (b) of that item),
or the cases specified in Article 1-7-4, item (ii) of the Cabinet Order (in the Case of Already Issued Securities Acquired Upon Redemption,
excluding the cases where the relevant Securities fall under the requirements set forth in sub-item (b) of that item);
3. the Securities set forth in sub-item (b): cases where the relevant
Securities fall under the requirements specified in sub-item (b); and
4. the Securities set forth in sub-item (c): cases where the relevant
Securities fall under the requirements specified in sub-item (c).
(3) A person who delivers a document as prescribed in paragraph (1), item (ii), or item (i), sub-item (b) of the preceding paragraph
(hereinafter referred to as a
"Deliverer" in this Article) may, in lieu of the delivery of a document as
prescribed in paragraph (1), item (ii), or item (i), sub-item (b) of the preceding paragraph, provide information that should be included
in said document
(hereinafter referred to as "Information on the Restriction on Resale" in this
Article) by a method using an Electronic Data Processing System or a method using other information and communications technology,
as listed in the
following items (hereinafter referred to as "Electromagnetic Means" in this
Article) with the consent of a person who receives said document (hereinafter referred to as the "Recipient" in this Article),
pursuant to the provisions of paragraph (6). In this case, the Deliverer shall be deemed to have delivered
said document.
(i) a method that uses an Electronic Data Processing System as listed in sub- item (a) or (b):
(a) a method whereby Information on the Restriction on Resale is
transmitted through the telecommunications line that connects the
computer used by the Deliverer and the computer used by the Recipient, and is recorded in a file stored on the computer used by the
Recipient; or
(b) a method whereby the Information on the Restriction on Resale, which is recorded in a file stored on the computer used by the
Deliverer, is offered
to the Recipient for inspection through the telecommunications line, and is recorded in a file stored on the computer used by the
Recipient.
(ii) a method whereby the Information on the Restriction on Resale recorded in a file on a magnetic disk, a CD-ROM or any other equivalent
medium which is able to accurately record specific information is delivered.
(4) The methods referred to in the items of the preceding paragraph shall be ones which allow the Recipient to create a document by
outputting the contents
recorded in the file.
(5) The term "Electronic Data Processing System" as used in paragraph (3) means an electronic data processing system wherein
the computer used by the Deliverer is connected, by way of a telecommunications line, to the computer
used by the Recipient.
(6) Before a Deliverer attempts to provide the Information on the Restriction on
Resale pursuant to the provisions of paragraph (3), he/she shall indicate the
types and contents of the Electromagnetic Means listed in the following items to be used to said Recipient and obtain prior consent
from said Recipient by Electromagnetic Means, telephone, or by any other means:
(i) the method to be used by the Deliverer, from among those prescribed in the items of paragraph (3); and
(ii) the format in which the information is recorded in the file.
(7) In cases where the Recipient has given notice by Electromagnetic Means,
telephone, or by any other means to the effect that he/she refuses to receive
information by Electromagnetic Means, a Deliverer who has obtained consent under the preceding paragraph shall not provide the Information
on the
Restriction on Resale to said Recipient by Electromagnetic Means; provided,
however, that this shall not apply to cases where said Recipient has since given his/her consent again under that paragraph.
(Contents of Contracts on the Transfer of Securities Related to the Exclusive
Solicitation of Professional Investors for Offers to Acquire)
Article 11-2 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 1-5-2, paragraph (2), item (i), sub-item
(b) and item (ii), sub-item (b) of the Cabinet Order shall be the matters set forth in the following items (with regard to the matters
set forth in item (ii), excluding the matters which the
parties to the relevant contract have decided not to specify):
(i) that the relevant person who wishes to acquire the Securities shall not
transfer the Securities acquired in response to the relevant Solicitation of
Offers to Acquire to persons other than Professional Investors, etc.; and
(ii) that, in the following cases, the relevant person who wishes to acquire the
Securities may transfer the Securities acquired in response to the relevant Solicitation of Offers to Acquire to persons other than
Professional Investors, etc.:
(a) cases where the relevant person transfers Share Certificates, etc.
(meaning the Share Certificates, etc. as defined in Article 27-2, paragraph
(1) of the Act; the same shall apply in Article 13-5, paragraph (1), item (ii))
to the Tender Offeror (meaning the Tender Offeror as defined in Article 27-
3, paragraph (2) of the Act; the same shall apply in that item) in response to a Tender Offer (meaning a Tender Offer as prescribed
in Article 27-2,
paragraph (6) of the Act; the same shall apply in that item);
(b) cases where the relevant person transfers the Securities set forth in
Article 2-12-4, paragraph (2), item (iv), sub-items (a) to (d) inclusive of the
Cabinet Order to the Officer(s), etc. referred to in that item;
(c) cases where the relevant person transfers the Securities to the Issuer of
the relevant Securities or the Officer (meaning directors, company auditors, executive officers, board members, auditors, or persons
equivalent thereto)
thereof, who holds shares or equity pertaining to voting rights exceeding
50 percent of the Voting Rights Held by All the Shareholders of said Issuer under his/her own name or another person's name (hereinafter
such Officer shall be referred to as the "Specified Officer" in this Article and Article 13-
5, paragraph (1), item (ii), sub-item (c)), or to the Controlled Juridical
Person, etc. (excluding the relevant Issuer; hereinafter the same shall
apply in this Article and Article 13-5, paragraph (1), item (ii), sub-item (c))
of the relevant Specified Officer; and
(d) cases where the relevant person transfers the Securities to a company
that holds shares or equity pertaining to voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc.
of the Issuer of the relevant Securities in its own name or another person's name.
(2) In cases where a Specified Officer and the Controlled Juridical Person, etc. thereof jointly hold shares or equity pertaining
to voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders, etc. of another
Juridical Person, etc. (meaning a juridical person or any other type of
organization; hereinafter the same shall apply in this Article) in their own name or another person's name, the provisions of
item (ii), sub-item (c) of the preceding paragraph and this paragraph shall apply by deeming said other
Juridical Person, etc. to be the Controlled Juridical Person, etc. of said
Specified Officer.
(3) The Controlled Juridical Person, etc. as referred to in paragraph (1), item (ii), sub-item (c) and the preceding paragraph means,
in cases where a Specified
Officer holds shares or equity pertaining to voting rights exceeding 50 percent of the Voting Rights Held by All the Shareholders,
etc. of another Juridical
Person, etc. in his/her own name or another person's name, said other Juridical
Person, etc.
(4) The voting rights as in the cases referred to in paragraph (1), item (ii), sub-
items (c) and (d), paragraph (2) (including the cases where it is applied mutatis mutandis pursuant to Article 13-5, paragraph (2))
and the preceding paragraph (including the cases where it is applied mutatis mutandis pursuant to
paragraph (2) of that Article) shall include voting rights pertaining to shares or
equity which may not be duly asserted against the Issuer pursuant to the
provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the
Corporate Bonds, etc. Transfer Act (including the cases where these provisions are applied mutatis mutandis pursuant to Article 228,
paragraph (1), Article
235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the
part pertaining to item (ii)) of the Corporate Bonds, etc. Transfer Act).
(Restrictions, etc. on the Transfer of Securities in the Exclusive Solicitation of
Professional Investors for Offers to Acquire)
Article 12 The requirements specified by Cabinet Office Ordinance as referred to in Article 1-5-2, paragraph (2), item (iii) of the
Cabinet Order shall be that the relevant case falls under the requirements specified in the following items
according to the category of Securities set forth in the respective items: (i) corporate bond certificates, and the Securities set
forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of the Securities set forth in items (i) to (v) inclusive of that paragraph
(excluding corporate
bond certificates with share options, etc. and the Securities set forth in item
(xvii) of that paragraph which have the nature of the corporate bond
certificates with share options, etc.), the Securities set forth in item (xv) of that paragraph (including the Securities set forth
in item (xvii) of that
paragraph which have the nature of the Securities set forth in item (xv) of
that paragraph), Beneficiary Certificates of an Investment Trust or Foreign
Investment Trust, Beneficiary Certificates of a Special Purpose Trust
(including the Securities set forth in item (xvii) of that paragraph which have the nature of the Beneficiary Certificates of a Special
Purpose Trust), School Bonds, Mortgage Securities (including the Securities set forth in item (xvii)
of that paragraph which have the nature of Mortgage Securities), and
Beneficiary Certificates of a Trust That Issues Beneficiary Certificates
(including the Securities set forth in item (xvii) of that paragraph which have the nature of Beneficiary Certificates of a Trust
That Issues Beneficiary
Certificates, and excluding those listed in the following item): all of the following requirements:
(a) that the Same Class of Securities as the relevant Securities (the first- mentioned Securities mean those of which the Issuer,
and the matters
specified in the items of Article 10-2, paragraph (1) according to the
category of Securities set forth in the respective items are the same as the relevant Securities; the same shall apply hereinafter)
do not fall under any of the Securities set forth in the items of Article 24, paragraph (1) of the
Act (including the cases where it is applied mutatis mutandis pursuant to Article 27 of the Act; hereinafter the same shall apply
in this Article and Article 13-6); and
(b) that the Solicitation of Offers to Acquire includes, as a condition of the
acquisition, the conclusion of a contract on transfer specifying the matters provided in paragraph (1) of the preceding Article between
the Issuer of
the relevant Securities and the person who wishes to acquire said
Securities in response to the Solicitation of Offers to Acquire them
(hereinafter referred to as the "Acquirer" in this item), and between the person who is carrying out the Solicitation of
Offers to Acquire said
Securities and the relevant Acquirer;
(ii) Beneficiary Certificates of Securities in Trust: that the relevant Securities fall under the requirements specified in the preceding
item and fall under
any of the following cases:
(a) cases where the Entrusted Securities fall under the Securities set forth in
Article 1-5-2, paragraph (2), item (i) of the Cabinet Order, and fall under the case specified in sub-item (a) of that item;
(b) cases where the Entrusted Securities fall under the Securities set forth in
Article 1-5-2, paragraph (2), item (ii) of the Cabinet Order, and fall under the case specified in sub-item (a) of that item; or
(c) cases where the Entrusted Securities are Securities other than the
Securities set forth in Article 1-5-2, paragraph (2), items (i) and (ii) of the
Cabinet Order, and where the relevant Securities and other Securities of the same class as the relevant Securities do not fall under
any of the
Securities set forth in the items of Article 24, paragraph (1) of the Act;
(iii) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant Securities fall under the requirements set forth in item (i), and fall under any of the following cases:
(a) cases where the Securities which are to be the subject of purchase and
sale or any other transactions upon the exercise of the Options indicated on the relevant Securities fall under the Securities set
forth in Article 1-5-2,
paragraph (2), item (i) of the Cabinet Order, and fall under the case set
forth in sub-item (a) of that item;
(b) cases where the Securities which are to be the subject of purchase and
sale or any other transactions upon the exercise of the Options indicated on the relevant Securities fall under the Securities set
forth in Article 1-5-2,
paragraph (2), item (ii) of the Cabinet Order, and fall under the case set
forth in sub-item (a) of that item;
(c) cases where the Securities which are to be the subject of purchase and
sale or any other transactions upon the exercise of the Options indicated on the relevant Securities are Securities other than the
Securities set forth in Article 1-5-2, paragraph (2), items (i) and (ii) of the Cabinet Order, and
where the relevant Securities and other Securities of the same class as the
relevant Securities do not fall under any of the Securities set forth in the items of Article 24, paragraph (1) of the Act; or
(d) cases where the purchase and sale or other transactions of Securities are
not to be conducted upon the exercise of the Options indicated on the relevant Securities;
(iv) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant Securities fall under the requirements specified in item (i), and fall under any of the following cases:
(a) cases where the rights indicated on the relevant Securities fall under the
Securities set forth in Article 1-5-2, paragraph (2), item (i) of the Cabinet
Order, and fall under the case specified in sub-item (a) of that item;
(b) cases where the rights indicated on the relevant Securities fall under the Securities set forth in Article 1-5-2, paragraph (2),
item (ii) of the Cabinet Order, and fall under the case specified in sub-item (a) of that item;
(c) cases where the rights indicated on the relevant Securities are Securities
other than the Securities set forth in Article 1-5-2, paragraph (2), items (i)
and (ii) of the Cabinet Order, and where the relevant Securities and other
Securities of the same class as the relevant Securities do not fall under any of the Securities set forth in the items of Article
24, paragraph (1) of the
Act; or
(d) cases where the purchase and sale or other transactions of Securities are not to be conducted upon the exercise of the rights
indicated on the
relevant Securities;
(v) corporate bond certificates (excluding corporate bond certificates with share options, etc.), and the Securities set forth in
Article 2, paragraph (1), item
(xvii) of the Act which have the nature of said corporate bond certificates, with special provisions that allow the redemption of
such corporate bond
certificates or Securities through the Securities issued by a company other than the company that issues such corporate bond certificates:
that the
relevant Securities fall under the requirements specified in item (i), and fall
under any of the following cases:
(a) cases where the Securities to be acquired upon the relevant redemption
fall under the Securities set forth in Article 1-5-2, paragraph (2), item (i) of the Cabinet Order, and fall under the case specified
in sub-item (a) of that
item;
(b) cases where the Securities to be acquired upon the relevant redemption
fall under the Securities set forth in Article 1-5-2, paragraph (2), item (ii)
of the Cabinet Order, and fall under the case specified in sub-item (a) of that item;
(c) cases where the Securities to be acquired upon the relevant redemption are Securities other than the Securities set forth in Article
1-5-2,
paragraph (2), items (i) and (ii) of the Cabinet Order, and where the
relevant Securities and other Securities of the same class as the relevant Securities do not fall under any of the Securities set
forth in the items of Article 24, paragraph (1) of the Act; and
(vi) the Securities set forth in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities set forth in Article 1-5-2, paragraph (2), item (ii) of the Cabinet Order: that the relevant
Securities fall under the requirements specified in item (i), and share certificates which are to be
acquired, subscribed for, or transferred upon the exercise of the rights
indicated on the relevant Securities and other Securities of the same class as said share certificates do not fall under any of the
Securities set forth in the items of Article 24, paragraph (1) of the Act.
(Restriction, etc. on the Transfer of Securities to Many Persons in the
Solicitation of Offers to Acquire)
Article 13 (1) The methods specified by Cabinet Office Ordinance, as referred to in Article 1-7, item (ii), sub-item (b)4. of the
Cabinet Order, shall be methods which satisfy any of the following requirements:
(i) that a statement to the effect that the relevant Securities are to be subject
to a restriction which prohibits a person who has acquired or purchased said
Securities from transferring the Securities so acquired or purchased except in the case of the bulk transfer thereof (referred to
as a "Restriction on
Resale" in this paragraph) is made thereon, and that such Securities are to be delivered to the acquirer thereof;
(ii) that a statement to the effect that the relevant Securities carry a
Restriction on Resale is made in the document containing the information on said Securities that is delivered to the acquirer of such
Securities; or
(iii) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities pursuant to the provisions of the Corporate Bonds, etc. Transfer
Act.
(2) The requirements specified by Cabinet Office Ordinance referred to in Article
1-7, item (ii), sub-item (b)4. of the Cabinet Order shall be that the relevant case falls under all of the requirements set forth
in the following items:
(i) that all of the following requirements are satisfied:
(a) the total number or units of the relevant Securities (including the Newly
Issued Securities of the Same Class as provided in Article 1-6 of the
Cabinet Order which have been issued within six months prior to the day
on which the relevant Securities are to be issued (excluding, in cases where the other party to the Solicitation of Offers to Acquire
of the relevant
Newly Issued Securities of the Same Class is a Qualified Institutional Investor and where said Newly Issued Securities of the Same
Class fall under the cases specified in the items of Article 1-4 of the Cabinet Order according to the category of Securities set
forth in the respective items, said Newly Issued Securities of the Same Class acquired by the relevant
Qualified Institutional Investor) (including the Newly Issued Securities of
the Same Class acquired by the relevant Qualified Institutional Investor and transferred to another Qualified Institutional Investor
from said
Qualified Institutional Investor)) is less than 50; and
(b) that, except in cases where the relevant Securities cannot be split due to their nature, a restriction prohibiting the splitting
of such Securities into units of less than those indicated on said Securities has been imposed on
such Securities;
(ii) that any of the following requirements is satisfied:
(a) that a statement to the effect that the relevant Securities are subject to the restriction set forth in sub-item (b) of the preceding
item is made
thereupon, and that such Securities are to be delivered to the acquirer
thereof;
(b) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is made in the document containing the information on said Securities that is delivered to the acquirer of such
Securities; or
(c) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act. (3) The requirements specified by Cabinet Office Ordinance as
referred to in
Article 1-7, item (ii), sub-item (c)3. of the Cabinet Order shall be that the
relevant case falls under the requirements set forth in the following items: (i) that any of the following requirements is satisfied:
(a) that a statement to the effect that the relevant Securities are subject to
any of the following restrictions (hereinafter referred to as a "Restriction on Resale" in this item) is made thereupon,
and that such Securities are
delivered to the acquirer thereof;
1. a restriction which prohibits a person who has acquired or purchased the relevant Securities from transferring the Securities so
acquired or
purchased except in the case of the bulk transfer thereof; or
2. in cases where the total number or total number of units of the relevant
Securities is less than 50, a restriction prohibiting the splitting of such
Securities due to their nature or prohibiting the splitting of such
Securities into units of less than those indicated on said Securities;
and
(b) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is made in the document containing the information on said Securities which is delivered to the acquirer of
such Securities; or
(c) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act; and
(ii) that, in cases of the following Securities, in addition to the requirements set forth in the preceding item, the relevant case
falls under the
requirements set forth in the following sub-items according to the following
category of Securities:
(a) Beneficiary Certificates of Securities in Trust, and the Securities set forth in Article 2, paragraph (1), item (xvii) of the
Act which have the nature of
Beneficiary Certificates of Securities in Trust: that the relevant case falls under the cases specified in Article 1-7, item (ii),
sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the
Cabinet Order according to the category of cases where the relevant Entrusted Securities are the Securities set forth in the items
of Article 1-7, item (ii), sub-items (a) to (c) inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the Cabinet
Order;
(b) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant case falls under any of the following requirements:
1. the requirements specified in Article 1-7, item (ii), sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the Cabinet Order according to the category of cases where
the Underlying Securities are the Securities set forth in Article 1-7, item (ii), sub-
items (a) to (c) inclusive or Article 1-8-4, item (iii), sub-items (a) to (c)
inclusive of the Cabinet Order;
2. that the purchase and sale or other transactions of Securities shall not
be conducted upon the exercise of the Options indicated on the relevant
Securities;
(c) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant case falls under any of the following requirements:
1. the requirements specified in Article 1-7, item (ii), sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the
Cabinet Order according to the cases where the securities or certificates pertaining to the rights indicated on the relevant
Securities are the Securities set forth in Article 1-7, item (ii), sub-
items (a) to (c) inclusive or Article 1-8-4, item (iii), sub-items (a) to (c)
inclusive of the Cabinet Order; and
2. that the purchase and sale or other transactions of Securities shall not be conducted upon the exercise of the rights indicated
on the relevant Securities;
(d) corporate bond certificates and the Securities set forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of corporate bond certificates, with special provisions whereby the relevant
corporate bond certificates or Securities shall or may be redeemed through the
Securities set forth in Article 1-7, item (ii), sub-item (a) or (b), or Article 1-
8-4, item (iii), sub-item (a) or (b) of the Cabinet Order, or sub-item (b) or (c)
above (limited to those issued by a person other than the Issuer of the relevant corporate bond certificates) (hereinafter such corporate
bond
certificates shall be referred to as the "Convertible Bond Certificates" in
this sub-item (d)): that the relevant corporate bond certificates satisfy any of the following requirements according to the cases
where the Securities
to be acquired upon the relevant redemption (hereinafter referred to as the
"Securities Acquired Upon Redemption" in this sub-item (d)) are the
Securities set forth respectively below:
1. the Securities set forth in Article 1-7, item (ii), sub-item (a) or Article 1-
8-4, item (iii), sub-item (a) of the Cabinet Order: the requirements
specified in Article 1-7, item (ii), sub-item (a) or Article 1-8-4, item (iii), sub-item (a) of the Cabinet Order (in cases where
the relevant
Securities Acquired Upon Redemption are not Securities to be newly issued and the Issuer of said Securities Acquired Upon Redemption
is not the Parent Company or Subsidiary Company of the Issuer of the
relevant Convertible Bond Certificates, excluding the requirements set forth in Article 1-7, item (ii), sub-item (a)1. or Article
1-8-4, item (iii), sub-item (a)1. of the Cabinet Order);
2. the Securities set forth in Article 1-7, item (ii), sub-item (b) or Article 1-
8-4, item (iii), sub-item (b) of the Cabinet Order: the cases specified in
Article 1-7, item (ii), sub-item (b) or Article 1-8-4, item (iii), sub-item
(b) of the Cabinet Order (in cases where the relevant Securities
Acquired Upon Redemption are not Securities to be newly issued and the Issuer of said Securities Acquired Upon Redemption is not the
Parent Company or Subsidiary Company of the Issuer of the relevant Convertible Bond Certificates, excluding the requirements set forth
in Article 1-7, item (ii), sub-item (b)2. or Article 1-8-4, item (iii), sub-item (b)2. of the Cabinet Order);
3. the Securities set forth in sub-item (b): the requirements specified in
sub-item (b); and
4. the Securities set forth in sub-item (c): the requirements specified in
sub-item (c).
(4) A person who delivers a document as prescribed in paragraph (1), item (ii),
paragraph (2), item (ii), sub-item (b), or item (i), sub-item (b) of the preceding paragraph (hereinafter referred to as the "Deliverer"
in this Article) may, in
lieu of the delivery of the document as prescribed in paragraph (1), item (ii),
paragraph (2), item (ii), sub-item (b), or item (i), sub-item (b) of the preceding paragraph, provide information that should be included
in said document
(hereinafter referred to as "Information on a Restriction on Resale" in this
Article) by a method using an Electronic Data Processing System or a method using other information communications technology, as
listed in the following items (hereinafter referred to as "Electromagnetic Means" in this Article) by
gaining the consent of a person who is to receive said document (hereinafter
referred to as the "Recipient" in this Article), pursuant to the provisions of paragraph (7). In this case, the Deliverer
shall be deemed to have delivered said document:
(i) a method that uses an Electronic Data Processing System and that is listed
in sub-item (a) or (b):
(a) a method whereby Information on the Restriction on Resale is
transmitted through the telecommunications line that connects the
computer used by the Deliverer and the computer used by the Recipient, and is recorded in a file stored on the computer used by the
Recipient; or
(b) a method whereby the Information on the Restriction on Resale, which has been recorded in a file stored on the computer used by
the Deliverer, is
offered to the Recipient for inspection through the telecommunications line,
and is recorded in a file stored on the computer used by the Recipient;
(ii) a method whereby the Information on the Restriction on Resale recorded in a file on a magnetic disk, a CD-ROM or any other equivalent
medium which is able to accurately record specific information is delivered.
(5) The methods referred to in the items of the preceding paragraph shall be ones that allow the Recipient to create a document by
outputting the contents
recorded in the file.
(6) The term "Electronic Data Processing System" as used in paragraph (4) means an electronic data processing system wherein
the computer used by the Deliverer is connected, by way of a telecommunications line, to the computer
used by the Recipient.
(7) Before a Deliverer attempts to provide Information on a Restriction on Resale pursuant to the provisions of paragraph (4), he/she
shall indicate the types and contents of the Electromagnetic Means listed in the following items to be used to said Recipient and
obtain prior consent from said Recipient by
Electromagnetic Means, telephone, or by any other means:
(i) the method to be used by the Deliverer, among those set forth in the items of
paragraph (4); and
(ii) the format of the information recorded into the file.
(8) In cases where the Recipient has given notice by Electromagnetic Means,
telephone, or by any other means to the effect that he/she refuses to receive information by Electromagnetic Means, the Deliverer
who had obtained
consent under the preceding paragraph shall not provide the Information on
the Restriction on Resale to said Recipient by Electromagnetic Means; provided, however, that this shall not apply to cases where
said Recipient has since given his/her consent again under that paragraph.
(Offers to Sell and Solicitation of Offers to Buy Securities Which Do Not Fall
Under the Category of Offers to Sell, etc.)
Article 13-2 The acts specified by Cabinet Office Ordinance as referred to in
Article 2, paragraph (4) of the Act shall be those set forth in the following items:
(i) the giving of notice under the provisions of Article 67-19 of the Act, and the provision of information on the relevant Securities
made as the performance of obligations under laws and regulations; and
(ii) the provision of information on the relevant Securities to the Authorized
Financial Instruments Firms Association (meaning the Authorized Financial
Instruments Firms Association as provided in Article 1-7-3, item (vi) of the
Order; the same shall apply in paragraph (1), item (iv) of the following
Article and Article 13-7, paragraph (10)), other associations that have
Financial Instruments Specialists, etc. as members and other organizations, based on the regulations of the relevant association or
other organization.
(Transactions of Securities Which Do Not Fall Under the Category of a
Secondary Distribution of Securities)
Article 13-3 (1) The matters specified by Cabinet Office Ordinance, referred to in
Article 1-7-3, item (vi) of the Cabinet Order, shall be the following matters related to Foreign Securities With No Restrictions on
Transfer (meaning the
Foreign Securities With No Restrictions on Transfer as prescribed in item (v) of that Article; hereinafter the same shall apply in
this paragraph and Article 13-
7, paragraphs (9) and (10)):
(i) the name and location of the head office of the Issuer; (ii) the issues;
(iii) the matters specified in the items of Article 10-2, paragraph (1) according to the category of Securities in cases where the
relevant Foreign Securities With No Restrictions on Transfer fall under the Securities set forth in said
items; and
(iv) the matters specified by the Authorized Financial Instruments Firms
Association as the matters necessary for identifying the relevant Foreign
Securities With No Restrictions on Transfer (excluding the matters set forth in the preceding three items).
(2) The Securities specified by Cabinet Office Ordinance as referred to in Article
1-7-3, item (ix) of the Cabinet Order shall be the Securities set forth in the following items:
(i) the Securities set forth in Article 2, paragraph (1), items (i) to (iv) inclusive of the Act, the Securities set forth in item
(v) of that paragraph (excluding corporate bond certificates with share options), the Securities set forth in
item (xi) of that paragraph (excluding Investment Corporate Bond
Certificates and Foreign Investment Securities similar to Investment
Corporate Bond Certificates), and the Securities set forth in item (xv) of that paragraph;
(ii) the Securities set forth in Article 2, paragraph (1), item (xvii) of the Act which have the nature of the Securities set forth
in the preceding item;
(iii) the Securities set forth in Article 2, paragraph (1), item (xviii) of the Act;
and
(iv) negotiable certificates of deposit as referred to in Article 1, item (i) of the
Cabinet Order.
(Restriction, etc. on the Transfer of Securities to Persons Other Than Qualified
Institutional Investors in an Offer to Sell, etc.)
Article 13-4 (1) The method specified by Cabinet Office Ordinance as referred to in Article 1-7-4, item (ii), sub-item (d) of the
Cabinet Order shall be one that satisfies any of the following requirements:
(i) that a statement to the effect that the relevant Securities are subject to a restriction which prohibits any transfer except in
the case of the transfer
thereof to a Qualified Institutional Investor (hereinafter referred to as a "Restriction on Resale" in this Article) is
made thereon, and that such Securities are to be delivered to the acquirer thereof;
(ii) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is made in the document containing the information on said Securities which is to be delivered to the acquirer
of such Securities; or
(iii) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities pursuant to the provisions of the Corporate Bonds, etc. Transfer
Act.
(2) The requirements specified by Cabinet Office Ordinance as referred to in Article 1-7-4, item (iii), sub-item (c) of the Cabinet
Order shall be that the relevant case falls under any of the following requirements:
(i) that the relevant case falls under any of the following requirements:
(a) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is recorded thereupon, and that such Securities are delivered to the acquirer thereof;
(b) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is made in the document containing the information on said Securities which is delivered to the acquirer of
such Securities; or
(c) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act; and
(ii) that, in the case of the following Securities, in addition to the requirements set forth in the preceding item, the relevant
case falls under the
requirements set forth in the following sub-items according to the relevant category of Securities:
(a) Beneficiary Certificates of Securities in Trust, and the Securities set forth in Article 2, paragraph (1), item (xvii) of the
Act which have the nature of
Beneficiary Certificates of Securities in Trust: that the relevant case falls
under the cases specified in the items of Article 1-4 or the items of Article
1-7-4 of the Cabinet Order according to the category of cases whereby the relevant Entrusted Securities are the Securities set forth
in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order;
(b) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant case falls under any of the following cases:
1. the cases specified in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order according to the category of
cases where the
Underlying Securities are the Securities set forth in the items of
Article 1-4 or the items of Article 1-7-4 of the Cabinet Order;
2. cases where the purchase and sale or other transactions of Securities are not to be conducted upon the exercise of the Options
indicated on the
relevant Securities;
(c) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant case falls under any of the following requirements:
1. the cases specified in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order according to the cases where
the securities or
certificates pertaining to the rights indicated on the relevant
Securities are the Securities set forth in the items of Article 1-4 or the items of Article 1-7-4 of the Cabinet Order; and
2. cases where the purchase and sale or other transactions of Securities are
not to be conducted upon the exercise of the rights indicated on the relevant Securities;
(d) corporate bond certificates and the Securities set forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of corporate bond certificates, with special provisions whereby the relevant
corporate
bond certificates or Securities shall or may be redeemed through the
Securities set forth in Article 1-4, item (i) or (ii), or Article 1-7-4, item (i) or
(ii) of the Cabinet Order, or sub-item (b) or (c) above (limited to those issued by a person other than the issuer of the relevant
corporate bond
certificates) (hereinafter such corporate bond certificates shall be referred to as the "Convertible Bond Certificates"
in this sub-item (d)): that the
relevant corporate bond certificates fall under any of the following cases according the cases where the Securities to be acquired
upon the relevant redemption (hereinafter referred to as the "Securities Acquired Upon
Redemption" in this sub-item (d)) are the Securities set forth below,
respectively:
1. the Securities set forth in Article 1-4, item (i) or Article 1-7-4, item (i) of the Cabinet Order: the cases specified in Article
1-4, item (i) of the
Cabinet Order (in cases where the relevant Securities Acquired Upon Redemption are not Securities to be newly issued and the Issuer
of said Securities Acquired Upon Redemption is not the Parent Company or
Subsidiary Company of the Issuer of the relevant Convertible Bond Certificates (hereinafter such case shall be referred to as the
"Case of Already Issued Securities Upon Through Redemption" in 1. and 2.
below), excluding the requirements set forth in Article 1-4, item (i),
sub-item (a) of the Cabinet Order), or the cases specified in Article 1-7-
4, item (i) of the Cabinet Order (in the Case of Already Issued
Securities Acquired Upon Redemption, excluding the requirements set forth in sub-item (a) of that item);
2. the Securities set forth in Article 1-4, item (ii) or Article 1-7-4, item (ii)
of the Cabinet Order: the cases specified in Article 1-4, item (ii) of the
Cabinet Order (in the Case of Already Issued Securities Acquired Upon
Redemption, excluding the requirements set forth in sub-item (b) of that item), or the cases specified in Article 1-7-4, item (ii)
of the
Cabinet Order (in the Case of Already Issued Securities Acquired Upon
Redemption, excluding the requirements set forth in sub-item (b) of that item);
3. the Securities set forth in sub-item (b): cases where the relevant
Securities fall under the requirements specified in sub-item (b); and
4. the Securities set forth in sub-item (c): cases where the relevant
Securities fall under the requirements specified in sub-item (c).
(3) A person who delivers a document as prescribed in paragraph (1), item (ii), or item (i), sub-item (b) of the preceding paragraph
(hereinafter referred to as a
"Deliverer" in this Article) may, in lieu of the delivery of a document as
prescribed in paragraph (1), item (ii), or item (i), sub-item (b) of the preceding paragraph, provide information that should be included
in said document
(hereinafter referred to as "Information on the Restriction on Resale" in this
Article) by a method that uses an Electronic Data Processing System or a
method that uses other information and communications technology, as listed in the following items (hereinafter referred to as "Electromagnetic
Means" in
this Article) with the consent of a person who is to receive said document
(hereinafter referred to as the "Recipient" in this Article), pursuant to the
provisions of paragraph (6). In this case, the Deliverer shall be deemed to have delivered said document:
(i) the means of using an Electronic Data Processing System, which is listed in
sub-item (a) or (b):
(a) a method whereby Information on the Restriction on Resale is
transmitted through the telecommunications line that connects the
computer used by the Deliverer and the computer used by the Recipient, and is recorded in a file stored on the computer used by the
Recipient; or
(b) a method whereby the Information on the Restriction on Resale, which is
recorded in a file stored on the computer used by the Deliverer, is offered
to the Recipient for inspection through the telecommunications line, and is recorded in a file stored on the computer used by the
Recipient; and
(ii) a method whereby the Information on the Restriction on Resale recorded in a file on a magnetic disk, a CD-ROM or any other equivalent
medium which is able to accurately record specific information is delivered.
(4) The methods referred to in the items of the preceding paragraph shall be
methods which allow the Recipient to create a document by outputting the contents recorded in the file.
(5) The term "Electronic Data Processing System" as used in paragraph (3) means an electronic data processing system wherein
the computer used by the Deliverer is connected, by way of a telecommunications line, to the computer
used by the Recipient.
(6) Before a Deliverer attempts to provide the Information on the Restriction on
Resale pursuant to the provisions of paragraph (3), he/she shall indicate the
types and contents of the Electromagnetic Means listed in the following items that are to be used to said Recipient and obtain consent
therefrom by
Electromagnetic Means, telephone or by any other means:
(i) the method to be used by the Deliverer, from among those prescribed in the items of paragraph (3); and
(ii) the format of the information recorded in the file.
(7) In cases where the Recipient has given notice by Electromagnetic Means,
telephone or by any other means to the effect that he/she refuses to receive
information by Electromagnetic Means, a Deliverer who had obtained consent under the preceding paragraph shall not provide the Information
on the
Restriction on Resale to said Recipient by Electromagnetic Means; provided,
however, that this shall not apply to cases where said Recipient has since given his/her consent again under that paragraph.
(Contents of Contracts on the Transfer of Securities in Connection With Offers to Sell, etc. Exclusively to Professional Investors)
Article 13-5 (1) The matters specified by Cabinet Office Ordinance as referred to
in Article 1-8-2, item (i), sub-item (b) and item (ii), sub-item (b) of the Cabinet Order shall be the matters set forth in the following
items (for the matters set forth in item (ii), excluding the matters which the parties to the relevant
contract have decided not to specify):
(i) that the relevant person who intends to make the purchase will not transfer the Securities purchased in response to the relevant
Offers to Sell, etc. to
persons other than Professional Investors, etc.; and
(ii) that, in the following cases, the relevant person who intends to make the
purchase may transfer the Securities purchased in response to the relevant
Offers to Sell, etc. to persons other than Professional Investors, etc.:
(a) cases where the relevant person transfers Share Certificates, etc. to a
Tender Offeror in response to a Tender Offer;
(b) cases where the relevant person transfers the Securities set forth in
Article 2-12-4, paragraph (2), item (iv), sub-items (a) to (d) inclusive to the
Officer, etc. referred to in that item;
(c) cases where the relevant person transfers the Securities to the Issuer of the relevant Securities or the Specified Officer thereof,
or the Controlled Juridical Person, etc. of said Specified Officer; and
(d) cases where the relevant person transfers the Securities to a company
that holds shares or equity pertaining to voting rights (including voting rights pertaining to shares or equity which may not be duly
asserted
against the Issuer pursuant to the provisions of Article 147, paragraph (1)
or Article 148, paragraph (1) of the Corporate Bonds, etc. Transfer Act
(including the cases where these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph
(1), Article
239, paragraph (1) and Article 276 (limited to the part pertaining to items (ii)) of the Corporate Bonds, etc. Transfer Act)) exceeding
50 percent of the Voting Rights Held by All the Shareholders, etc. of the Issuer of the
relevant Securities in its own name or another person's name.
(2) The provisions of Article 11-2, paragraphs (2) and (3) shall apply mutatis mutandis to the cases set forth in item (ii), sub-item
(c) of the preceding
paragraph.
(Restrictions, etc. on Transfer of Securities upon Offers to Sell, etc. Exclusively to Professional Investors)
Article 13-6 The requirements specified by Cabinet Office Ordinance as referred to in Article 1-8-2, item (iii) of the Cabinet Order
shall be that the relevant
case satisfies the requirements specified in the following items according to the category of Securities set forth in the respective
items:
(i) corporate bond certificates, and the Securities set forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of the Securities set forth in items (i) to (v) inclusive of that paragraph
(excluding corporate
bond certificates with share options, etc. and the Securities set forth in item
(xvii) of that paragraph which have the nature of the corporate bond
certificates with share options, etc.), the Securities set forth in item (xv) of that paragraph (including the Securities set forth
in item (xvii) of that
paragraph which have the nature of the Securities set forth in item (xv) of
that paragraph), Beneficiary Certificates of an Investment Trust or Foreign
Investment Trust, Beneficiary Certificates of a Special Purpose Trust
(including the Securities set forth in item (xvii) of that paragraph which have the nature of the Beneficiary Certificates of a Special
Purpose Trust), School Bonds, Mortgage Securities (including the Securities set forth in item (xvii)
of that paragraph which have the nature of Mortgage Securities), and
Beneficiary Certificates of a Trust That Issues Beneficiary Certificates
(including the Securities set forth in item (xvii) of that paragraph which have the nature of Beneficiary Certificates of a Trust
That Issues Beneficiary
Certificates, and excluding those listed in the following item): all of the following requirements:
(a) that the relevant Securities and other Securities of the same class as the
relevant Securities do not fall under the category of any of the Securities set forth in the items of Article 24, paragraph (1) of
the Act; and
(b) that the Offer to Sell, etc. includes, as a condition of the sale, the
conclusion of a contract on transfer specifying the matters provided in
paragraph (1) of the preceding Article between the person who makes said
Offer to Sell, etc. the relevant Securities and the person who intends to purchase said Securities in response to said Offer to Sell,
etc.
(ii) Beneficiary Certificates of Securities in Trust: that the relevant Securities fall under the requirements specified in the preceding
item, and fall under
any of the following cases:
(a) cases where the Entrusted Securities fall under the Securities set forth in
Article 1-8-2, item (i) of the Cabinet Order, and fall under the case specified in sub-item (a) of that item;
(b) cases where the Entrusted Securities fall under the Securities set forth in
Article 1-8-2, item (ii) of the Cabinet Order, and fall under the case specified in sub-item (a) of that item; or
(c) cases where the Entrusted Securities are Securities other than the
Securities set forth in Article 1-8-2, items (i) and (ii) of the Cabinet Order, and where the relevant Securities and other Securities
of the same class as the relevant Securities do not fall under any of the Securities set forth in
the items of Article 24, paragraph (1) of the Act;
(iii) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant Securities fall under the requirements set forth in item (i), and fall under any of the following cases:
(a) cases where the Securities which are to be the subject of purchase and sale or any other transaction upon the exercise of the
Options indicated on the relevant Securities fall under the Securities set forth in Article 1-8-2,
item (i) of the Cabinet Order, and fall under the case set forth in sub-item
(a) of that item;
(b) cases where the Securities which are to be the subject of purchase and sale or any other transaction upon the exercise of the
Options indicated on the relevant Securities fall under the Securities set forth in Article 1-8-2,
item (ii) of the Cabinet Order, and fall under the case set forth in sub-item
(a) of that item;
(c) cases where the Securities which are to be the subject of purchase and sale or any other transaction upon the exercise of the
Options indicated on the relevant Securities are Securities other than the Securities set forth in Article 1-8-2, items (i) and (ii)
of the Cabinet Order, and where the
relevant Securities and other Securities of the same class as the relevant
Securities do not fall under any of the Securities set forth in the items of
Article 24, paragraph (1) of the Act;
(d) cases where the purchase and sale or other transactions of Securities are not to be conducted upon the exercise of the Options
indicated on the
relevant Securities;
(iv) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant Securities fall under the requirements set forth in item (i), and fall under any of the following cases:
(a) cases where the rights indicated on the relevant Securities fall under the Securities set forth in Article 1-8-2, item (i) of
the Cabinet Order, and fall under the case set forth in sub-item (a) of that item;
(b) cases where the rights indicated on the relevant Securities fall under the
Securities set forth in Article 1-8-2, item (ii) of the Cabinet Order, and fall under the case set forth in sub-item (a) of that item;
(c) cases where the rights indicated on the relevant Securities are Securities other than the Securities set forth in Article 1-8-2,
items (i) and (ii) of the Cabinet Order, and where the relevant Securities and other Securities of
the same class as the relevant Securities do not fall under any of the
Securities set forth in the items of Article 24, paragraph (1) of the Act;
(d) cases where the purchase and sale or other transaction of Securities is not to be conducted upon the exercise of the rights indicated
on the
relevant Securities;
(v) corporate bond certificates (excluding corporate bond certificates with share options, etc.), and the Securities set forth in
Article 2, paragraph (1), item
(xvii) of the Act which have the nature of said corporate bond certificates,
with special provisions that allow the redemption of such corporate bond
certificates or Securities through the Securities issued by a company other
than the company issuing such corporate bond certificates: that the relevant
Securities fall under the requirements specified in item (i), and fall under any of the following cases:
(a) cases where the Securities to be acquired upon the relevant redemption
fall under the Securities set forth in Article 1-8-2, item (i) of the Cabinet
Order, and fall under the case set forth in sub-item (a) of that item;
(b) cases where the Securities to be acquired upon the relevant redemption
fall under the Securities set forth in Article 1-8-2, item (ii) of the Cabinet
Order, and fall under the case set forth in sub-item (a) of that item;
(c) cases where the Securities to be acquired upon the relevant redemption
are Securities other than the Securities set forth in Article 1-8-2, items (i)
and (ii) of the Cabinet Order, and where the relevant Securities and other
Securities of the same class as the relevant Securities do not fall under any of the Securities set forth in the items of Article
24, paragraph (1) of the
Act;
(vi) the Securities set forth in Article 2, paragraph (1), item (xvii) of the Act
which have the nature of the Securities set forth in Article 1-8-2, item (ii) of the Cabinet Order: that the relevant Securities fall
under the requirements specified in item (i), and share certificates which are to be acquired,
subscribed for, or transferred upon the exercise of the rights indicated on the
relevant Securities and other Securities of the same class as said share
certificates do not fall under any of the Securities set forth in the items of
Article 24, paragraph (1) of the Act.
(Restriction, etc. on the Transfer of Securities to Many Persons in an Offer to
Sell, etc.)
Article 13-7 (1) The methods specified by Cabinet Office Ordinance, as referred to in Article 1-8-4, item (iii), sub-item (b)4. of
the Cabinet Order, shall be the methods which satisfy any of the following requirements:
(i) that a statement to the effect that the relevant Securities are subject to a restriction which prohibits a person who has acquired
or purchased said
Securities from transferring the Securities so acquired or purchased except in the case of the bulk transfer thereof (referred to
as a "Restriction on
Resale" in this paragraph) is made thereupon, and that such Securities are to be delivered to the acquirer thereof;
(ii) that a statement to the effect that the relevant Securities are subject to a Restriction on Resale is made in the document containing
the information on said Securities which is delivered to the acquirer of such Securities; or
(iii) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities pursuant to the provisions of the Corporate Bonds, etc. Transfer
Act.
(2) The requirements specified by Cabinet Office Ordinance as referred to in
Article 1-8-4, item (iii), sub-item (b)4. of the Cabinet Order shall be that the relevant case falls under all of the requirements
set forth in the following
items:
(i) that the relevant case falls under all of the following requirements:
(a) the total number or units of the relevant Securities (including the Newly
Issued Securities of the Same Class as provided in Article 1-8-3 of the
Cabinet Order which have been issued within six months prior to the day
on which the relevant Securities are to be issued (excluding, in cases where the other party to the Offer to Sell, etc. the relevant
Newly Issued
Securities of the Same Class is a Qualified Institutional Investor and
where said Newly Issued Securities of the Same Class fall under the cases specified in the items of Article 1-7-4 of the Cabinet Order,
said Newly
Issued Securities of the Same Class acquired by the relevant Qualified
Institutional Investor) (including the Newly Issued Securities of the Same
Class acquired by the relevant Qualified Institutional Investor and
transferred to another Qualified Institutional Investor from said Qualified
Institutional Investor)) is less than 50; and
(b) that, except in cases where the relevant Securities cannot be split due to
their nature, a restriction prohibiting the split of such Securities into units of less than those indicated on said Securities has
been attached to such
Securities;
(ii) that the relevant case falls under any of the following requirements:
(a) that a statement to the effect that the relevant Securities are subject to the restriction set forth in sub-item (b) of the preceding
item is made
thereupon, and that such Securities are to be delivered to the acquirer thereof;
(b) that a statement to the effect that the relevant Securities are subject to
the restriction set forth in sub-item (b) of the preceding item is made in the document containing the information on said Securities
which is delivered to the acquirer of such Securities; or
(c) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act. (3) The requirements specified by Cabinet Office Ordinance as
referred to in
Article 1-8-4, item (iii), sub-item (c)3. of the Cabinet Order shall be that the relevant case falls under any of the requirements
set forth in the following
items:
(i) that the relevant case falls under any of the following requirements:
(a) that a statement to the effect that the relevant Securities are subject to any of the following restrictions (hereinafter referred
to as the "Restriction on Resale" in this item) is made thereon, and such Securities are to be
delivered to the acquirer thereof:
1. a restriction which prohibits a person who has acquired or purchased the relevant Securities from transferring the Securities so
acquired or
purchased except in the case of the bulk transfer thereof; or
2. in cases where the total number or total number of units of the relevant
Securities is less than 50, a restriction prohibiting the split of such
Securities due to their nature or prohibiting the split of such Securities into units of less than those indicated on said Securities;
and
(b) that a statement to the effect that the relevant Securities are subject to a
Restriction on Resale is made in the document containing the information on said Securities which is delivered to the acquirer of
such Securities; or
(c) that measures have been taken to enable the Members to learn that a
Restriction on Resale has been imposed on the relevant Securities
pursuant to the provisions of the Corporate Bonds, etc. Transfer Act; and
(ii) that, in cases of the following Securities, in addition to the requirements set forth in the preceding item, the relevant case
falls under the
requirements set forth in the following sub-items according to the following category of Securities:
(a) Beneficiary Certificates of Securities in Trust, and the Securities set forth in Article 2, paragraph (1), item (xvii) of the
Act which have the nature of
Beneficiary Certificates of Securities in Trust: that the relevant case falls
under the cases specified in Article 1-7, item (ii), sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the
Cabinet Order according to the category of cases where said Entrusted
Securities are the Securities set forth in the items of Article 1-7, item (ii), sub-items (a) to (c) inclusive or Article 1-8-4, item
(iii), sub-items (a) to (c) inclusive of the Cabinet Order;
(b) the Securities set forth in Article 2, paragraph (1), item (xix) of the Act:
that the relevant case falls under any of the following requirements:
1. the requirements specified in Article 1-7, item (ii), sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the
Cabinet Order according to the category of cases where the Underlying
Securities are the Securities set forth in Article 1-7, item (ii), sub-
items (a) to (c) inclusive or Article 1-8-4, item (iii), sub-items (a) to (c)
inclusive of the Cabinet Order; or
2. that the purchase and sale or other transaction of Securities is not to be conducted upon the exercise of the Options indicated
on the relevant Securities;
(c) the Securities set forth in Article 2, paragraph (1), item (xx) of the Act:
that the relevant case falls under any of the following requirements:
1. the requirements specified in Article 1-7, item (ii), sub-items (a) to (c)
inclusive or Article 1-8-4, item (iii), sub-items (a) to (c) inclusive of the
Cabinet Order according to the cases where the securities or certificates pertaining to the rights indicated on the relevant
Securities are the Securities set forth in Article 1-7, item (ii), sub-
items (a) to (c) inclusive or Article 1-8-4, item (iii), sub-items (a) to (c)
inclusive of the Cabinet Order; or
2. that the purchase and sale or other transaction of Securities is not to be conducted upon the exercise of the rights indicated
on the relevant
Securities;
(d) corporate bond certificates and the Securities set forth in Article 2,
paragraph (1), item (xvii) of the Act which have the nature of corporate bond certificates, with special provisions whereby the relevant
corporate bond certificates or Securities shall or may be redeemed through the
Securities set forth in Article 1-7, item (ii), sub-item (a) or (b), or Article 1-
8-4, item (iii), sub-item (a) or (b) of the Cabinet Order, or sub-item (b) or (c)
above (limited to those issued by a person other than the issuer of the relevant corporate bond certificates) (hereinafter such corporate
bond
certificates shall be referred to as the "Convertible Bond Certificates" in
this sub-item (d)): that the relevant corporate bond certificates fall under
any of the following cases according to the cases where the Securities to be acquired upon the relevant redemption (hereinafter referred
to as the
"Securities Acquired Upon Redemption" in this sub-item (d)) are the
Securities set forth respectively below:
1. the Securities set forth in Article 1-7, item (ii), sub-item (a) or Article 1-
8-4, item (iii), sub-item (a) of the Cabinet Order: the cases specified in
Article 1-7, item (ii), sub-item (a) or Article 1-8-4, item (iii), sub-item
(a) of the Cabinet Order (in cases where the relevant Securities
Acquired Upon Redemption are not Securities to be newly issued and the Issuer of said Securities Acquired Upon Redemption is not the
Parent Company or Subsidiary Company of the Issuer of the relevant
Convertible Bond Certificates, excluding the requirements set forth in
Article 1-7, item (ii), sub-item (a)1. or Article 1-8-4, item (iii), sub-item
(a)1. of the Cabinet Order);
2. the Securities set forth in Article 1-7, item (ii), sub-item (b) or Article 1-
8-4, item (iii), sub-item (b) of the Cabinet Order: the cases specified in
Article 1-7, item (ii), sub-item (b) or Article 1-8-4, item (iii), sub-item
(b) of the Cabinet Order (in cases where the relevant Securities
Acquired Upon Redemption are not Securities to be newly issued and the Issuer of said Securities Acquired Upon Redemption is not the
Parent Company or Subsidiary Company of the Issuer of the relevant Convertible Bond Certificates, excluding the requirements set forth
in Article 1-7, item (ii), sub-item (b)2. or Article 1-8-4, item (iii), sub-item (b)2. of the Cabinet Order);
3. the Securities set forth in sub-item (b): the requirements specified in
sub-item (b); and
4. the Securities set forth in sub-item (c): the requirements specified in sub-item (c).
(4) A person who delivers a document as prescribed in paragraph (1), item (ii),
paragraph (2), item (ii), sub-item (b), or item (i), sub-item (b) of the preceding paragraph (hereinafter referred to as the "Deliverer"
in this Article) may, in
lieu of the delivery of the document as prescribed in paragraph (1), item (ii),
paragraph (2), item (ii), sub-item (b), or item (i), sub-item (b) of the preceding paragraph, provide information that should be included
in said document
(hereinafter referred to as "Information on the Restriction on Resale" in this Article) by a method that uses an Electronic
Data Processing System or a method that uses other information communications technology, as listed in
the following items (hereinafter referred to as "Electromagnetic Means" in this
Article) by gaining the consent of a person who is to receive said document
(hereinafter referred to as the "Recipient" in this Article), pursuant to the
provisions of paragraph (7). In this case, the Deliverer shall be deemed to have delivered said document:
(i) a method that uses an Electronic Data Processing System, and which is
listed in sub-item (a) or (b):
(a) a method whereby Information on the Restriction on Resale is
transmitted through the telecommunications line that connects the
computer used by the Deliverer and the computer used by the Recipient, and is recorded in a file stored on the computer used by the
Recipient; or
(b) a method whereby the Information on the Restriction on Resale, which is
recorded in a file stored on the computer used by the Deliverer, is offered
to the Recipient for inspection through the telecommunications line, and is recorded in a file stored on the computer used by the
Recipient; or
(ii) a method whereby the Information on the Restriction on Resale recorded in a file on a magnetic disk, a CD-ROM or any other equivalent
medium which
is able to accurately record specific information is delivered.
(5) The methods referred to in the items of the preceding paragraph shall be methods which allow the Recipient to create a document
by outputting the contents recorded in the file.
(6) The term "Electronic Data Processing System" as used in paragraph (4) means an electronic data processing system wherein
the computer used by the Deliverer is connected, by way of a telecommunications line, to the computer
used by the Recipient.
(7) Before a Deliverer attempts to provide the Information on the Restriction on
Resale pursuant to the provisions of paragraph (4), he/she shall indicate the
types and contents of the Electromagnetic Means listed in the following items that are to be used, to the Recipient and shall obtain
consent therefrom by
Electromagnetic Means, telephone or by any other means:
(i) the method to be used by the Deliverer, from among those prescribed in the items of paragraph (4); and
(ii) the format of information recorded in the file.
(8) In cases where the Recipient has given notice by Electromagnetic Means,
telephone, or by any other means to the effect that he/she refuses to receive
information by Electromagnetic Means, a Deliverer who had obtained consent under the preceding paragraph shall not provide the Information
on the
Restriction on Resale to said Recipient by Electromagnetic Means; provided,
however, that this shall not apply to cases where said Recipient has since given his/her consent again under that paragraph.
(9) The numbers calculated pursuant to the provisions of a Cabinet Office
Ordinance as referred to in Article 1-8-4, item (iv), sub-item (a) of the Cabinet Order shall be the number of persons who have acquired
the relevant Foreign Securities With No Restriction on Transfer through the relevant Offers to Sell, etc. and who actually holds
such Foreign Securities.
(10) The matters specified by Cabinet Office Ordinance as referred to in Article
1-8-4, item (iv), sub-item (a) of the Cabinet Order shall be the following matters related to Foreign Securities With No Restriction
on Transfer: (i) the name and location of the head office of the Issuer;
(ii) the matters specified in the items of Article 10-2, paragraph (1) according
to the category of Securities in cases where the relevant Foreign Securities
With No Restriction on Transfer fall under the Securities set forth in said items; and
(iii) the matters specified by the Authorized Financial Instruments Firms
Association as the matters necessary for identifying the relevant Foreign Securities With No Restriction on Transfer (excluding the
matters set forth in the preceding two items).
(Issuance of Rights)
Article 14 (1) The Securities specified by Cabinet Office Ordinance, referred to in
Article 2, paragraph (5) of the Act, shall be the Beneficiary Certificates of a Special Purpose Trust, the Beneficiary Certificates
of a Trust That Issues Beneficiary Certificates and Mortgage Securities; the Securities which are
listed in Article 2, paragraph (1), item (xvii) of the Act and which have the
nature of the Beneficiary Certificates of a Special Purpose Trust, the
Beneficiary Certificates of a Trust That Issues Beneficiary Certificates and
Mortgage Securities; and the Securities listed in item (xx) of that paragraph. (2) A person to be specified by Cabinet Office Ordinance
who issues or intends to
issue the Securities as referred to in Article 2, paragraph (5) of the Act shall be those prescribed in the following items according
to the categories of Securities listed in the respective items:
(i) the Beneficiary Certificates of a Special Purpose Trust, and the Securities which are listed in Article 2, paragraph (1), item
(xvii) of the Act and which have the nature of the Beneficiary Certificates of a Special Purpose Trust:
the Originator and trustee of the trust pertaining to said Securities;
(ii) the Beneficiary Certificates of a Trust That Issues Beneficiary Certificates
(excluding that listed in the following item), and the Securities which are
listed in Article 2, paragraph (1), item (xvii) of the Act and which have the nature of the Beneficiary Certificates of a Trust That
Issues Beneficiary
Certificates: the persons listed in the following sub-items according to the categories of cases listed in the respective items:
(a) cases where the management or disposition of trust property may be
conducted only based on instructions from the settlor or from the person
entrusted thereby with the authority to give instructions alone (limited to
the cases where said person is not any of those listed in the items of Article
2 of the Order for Enforcement of the Trust Business Act (Cabinet Order No. 427 of 2004); the same shall apply in paragraph (3), item
(i), sub-item (a)): the settlor of the trust pertaining to said Securities;
(b) cases other than that listed in sub-item (a) (limited to cases where a
beneficiary at the time when the terms of trust pertaining to said
Securities become effective is the settlor, and where money is the trust property): the trustee of the trust pertaining to said Securities;
and
(c) cases other than those listed in sub-items (a) and (b): the settlor and the trustee of the trust pertaining to said Securities.
(iii) Beneficiary Certificates of Securities in Trust: the person who issues, or intends to issue, the Entrusted Securities pertaining
to said Securities;
(iv) Mortgage Securities, and the Securities which are listed in Article 2,
paragraph (1), item (xvii) of the Act and which have the nature of Mortgage
Securities: the person to whom said Securities were delivered through the
procedures prescribed in Article 11 of the Mortgage Securities Act or any other procedures equivalent thereto;
(v) the Securities listed in Article 2, paragraph (1), item (xx) of the Act: the
person who issues, or intends to issue, the Securities pertaining to the rights indicated on said Securities.
(3) The person to be specified by Cabinet Office Ordinance for each kind of right,
prescribed in Article 2, paragraph (5) of the Act, for whom the rights are deemed to be issued as Securities at the time specified
by Cabinet Office
Ordinance shall be those prescribed in the following items according to the
categories of rights listed in the respective items:
(i) the rights listed in Article 2, paragraph (2), item (i) and (ii) of the Act: the
persons prescribed in the following sub-items, according to the categories of cases listed in the respective sub-items:
(a) cases where the management or disposition of trust property may be conducted based on instructions from the settlor or from the
person
entrusted thereby with the authority to give instructions alone: the settlor of the trust pertaining to said right;
(b) cases other than that listed in sub-item (a) (limited to cases where a
beneficiary at the time when the terms of trust pertaining to said rights
become effective is the settlor, and where money is the trust property): the trustee of the trust pertaining to said right; or
(c) cases other than those listed in sub-items (a) and (b): the settlor and the trustee of the trust pertaining to said rights;
(ii) the rights listed in Article 2, paragraph (2), item (iii) of the Act: the
member who manage the business activities;
(iii) the rights listed in Article 2, paragraph (2), item (iv) of the Act: the person who manage the business activities;
(iv) the rights listed in Article 2, paragraph (2), item (v) of the Act: the persons prescribed in the following sub-items, according
to the categories of rights
listed in the respective sub-items:
(a) rights under a Partnership Contract: the partner who has been delegated to manage the business activities of the partnership formed
under said
Partnership Contract;
(b) rights under a Silent Partnership Contract: the proprietor under said
Silent Partnership Contract;
(c) rights under a Limited Partnership Agreement for Investment: the
unlimited liability partner of a partnership formed under said Limited
Partnership Agreement for Investment;
(d) rights under a Limited Liability Partnership Agreement: the partner who participates in management decisions regarding the important
business
activities of the partnership formed under said Limited Liability
Partnership Agreement, and manages said business activities by himself/herself;
(e) rights which are listed in Article 2, paragraph (2), item (v) of the Act except for those listed in sub-items (a) to (d) inclusive:
the person who
participates in management decisions regarding the important business activities of the Business Subject to Investment, and manages
said business activities by himself/herself (or, in cases where there is any
person similar to an unlimited liability partner, the person similar to an unlimited liability partner);
(v) rights listed in Article 2, paragraph (2), item (vi) of the Act: a person similar to one prescribed in sub-items (a) to (e) inclusive
of the preceding
item, according to the categories of rights similar to those listed in sub-items
(a) to (e) inclusive of that item; and
(vi) a claim pertaining to a loan against an Incorporated Educational
Institution, etc. prescribed in Article 1-3-4 of the Cabinet Order: said
Incorporated Educational Institution, etc.
(4) The time specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (5) of the Act, shall be the time prescribed
in the following items, according to the categories of rights listed in the respective items:
(i) the rights listed in Article 2, paragraph (2), item (i) and (ii) of the Act: the
time prescribed in the following sub-items, according to the categories of the cases listed in the respective sub-items:
(a) cases where the beneficiary at the time when the terms of trust
pertaining to said right become effective is the settlor (excluding Securities pertaining to a trust for which a trust agreement is
concluded under a
single trust contract, and the management or disposition of trust property pertaining to said trust agreement is jointly carried out
with the
management or disposition of trust properties pertaining to a trust
agreement between the trustee and other settlors concluded under said trust contract): the time when the settlor of the trust pertaining
to said
rights transfers said rights (excluding the rights transferred to the settlor); (b) cases other than that listed in sub-item (a):
the time when the trust
pertaining to said right becomes effective;
(ii) the rights listed in Article 2, paragraph (2), item (iii) and (iv) of the Act: the time when the person who wishes to become
a member pertaining to said
rights becomes a member, and the time when the admission of the member
pertaining to said rights becomes effective;
(iii) the rights listed in Article 2, paragraph (2), item (v) and (vi) of the Act: the time prescribed in the following sub-items,
according to the categories of
rights listed in the respective sub-items:
(a) the rights listed in sub-items (a) to (e) inclusive of item (iv) of the
preceding paragraph, or the rights which are listed in item (v) of that paragraph and which are similar to those listed in sub-items
(a) to (e) inclusive of item (iv) of that paragraph: the time when the contract
pertaining to said rights becomes effective; or
(b) the rights which are listed in item (v) of the preceding paragraph and
which pertain to an investment or a contribution to a juridical person: the time prescribed in the preceding item; and
(iv) claims pertaining to a loan against an Incorporated Educational Institution, etc. as prescribed in Article 1-3-4 of the Cabinet
Order: the time when said
claims accrue.
(Person, etc. Regarded as Having Special Knowledge and Experience)
Article 15 (1) The persons specified by Cabinet Office Ordinance, as referred to
in Article 1-8-6, paragraph (1) item (ii), sub-item (a) of the Cabinet Order, shall be those listed in the following items:
(i) a Financial Instruments Specialist (limited to a person who engages in Type
I Financial Instruments Services) or a Registered Financial Instrument
Institution;
(ii) a person listed in the items of Article 10, paragraph (1) (excluding item
(xxv)) (excluding a person listed in the preceding item);
(iii) a person equivalent to those listed in the preceding two items under the laws and regulations of a foreign state; and
(iv) in addition to those listed in the preceding three items, any person designated by the Commissioner of the Financial Services
Agency.
(2) The amount specified by Cabinet Office Ordinance, referred to in Article 1-8-6, paragraph (1), item (ii), sub-item (b) of the
Cabinet Order, shall be one billion
yen.
(Acts Excluded from the Scope of Financial Instruments Services)
Article 16 (1) The acts specified by Cabinet Office Ordinance, referred to in
Article 1-8-6, paragraph (1), item (iv) of the Cabinet Order, shall be those listed in the following items:
(i) the sale of any of the rights listed in Article 2, paragraph (2), item (i) or (ii)
of the Act, where a contract for said sale has been concluded through the agency or intermediation of a Financial Instruments Specialist,
etc.
(including a person who is deemed to be a Financial Instruments Specialist
pursuant to the provisions of Article 65-5, paragraph (2) and (4) of the Act;
the same shall apply in this item), without any solicitation being made
thereby (limited to a sale in cases where it is clearly specified in a contract or any other document for the entrustment of business
activities pertaining to
said agency or intermediation that the person selling the relevant rights
entrusts the entirety of the solicitation to said Financial Instruments
Specialist, etc.);
(ii) the acts which are listed in Article 2, paragraph (8), item (ii) or (iii) of the
Act or the acts listed in item (iv) of that paragraph (limited to intermediation, brokerage, or agency; hereinafter the same shall
apply in this item), and are
carried out by a Financial Instruments Specialist (limited to a person who
engages in Investment Management) under entrustment from an Affiliated Foreign Investment Specialist (limited to entrustment for the
purchase and sale of Securities (excluding those which fall under the category of
Derivatives Transactions; the same shall apply hereinafter) or to Derivatives
Transactions conducted as an investment (including an instructions for investment; the same shall apply hereinafter) under Investment
Management carried out by said Affiliated Foreign Investment Specialist in a foreign state) (with regard to the acts set forth in
Article 2, paragraph (8), item (ii) or (iv) of the Act, limited to cases where the other party to the acts
listed in item (ii) or (iv) of that paragraph which are conducted under
entrustment from the Affiliated Foreign Investment Specialist is a Financial
Instruments Specialist, etc.);
(iii) the acts which are listed in Article 2, paragraph (8), item (iv) of the Act
(limited to those listed in the following sub-items), and are performed by a
person who conducts the purchase and sale of or provides transportation or custody services for goods or acts as an intermediary for
the purchase and
sale of goods as a part of business and in association with any of those
transactions (limited to an act conducted with a Service Provider (meaning a juridical person or any other entity, and an individual
person in cases where such transactions are conducted as a business or for the purpose of business) as the counterparty, and whose
purpose is to abate any possible losses
arising from said transactions due to a fluctuation in the exchange rates
pertaining to the assets and liabilities held by said Service Provider);
(a) a purchase and sale transaction wherein the parties thereto promise to
pay and receive currencies and the consideration therefor at a fixed time in the future, and, when the resale and repurchase of the
currencies subject
to said purchase and sale has been made, or when the parties thereto have
effected any act to cancel the purchase and sale contract, the settlement of such transaction may be made by paying or receiving the
difference;
(b) a transaction wherein the parties thereto have promised that one party
thereto will grant the second party the option to effect the purchase and sale of currencies (excluding a transaction listed in sub-item
(a)) between them by a unilateral manifestation of the second party's intention alone,
and that the second party will pay the consideration for such option, or any
other transaction similar thereto;
(iv) the acts which are listed in Article 2, paragraph (8), item (iv) of the Act, and in which a company required to submit an Annual
Securities Report under Article 24, paragraph (1) of the Act (including a company which has submitted said Annual Securities Report
pursuant to the provisions of
Article 23-3, paragraph (4) of the Act, and limited to a company as prescribed in Article 4-2-7, paragraph (1) of the Cabinet Order)
effects any of the
transactions listed in sub-item (a) or (b) of the preceding item with a
Subsidiary Company (meaning a Subsidiary Company as defined in Article 8, paragraph (3) of the Ordinance on Terminology, Forms, and
Preparation
Methods of Financial Statements, etc. (Ordinance of the Ministry of Finance No. 59 of 1963); hereinafter the same shall apply in this
item), or provides intermediation, brokerage (excluding Brokerage for Clearing of Securities,
etc.) or agency for any of those transactions for the Subsidiary Company
(limited to an act whose purpose is to abate any possible loss due to a
fluctuation in the exchange rates pertaining to the assets and liabilities held by said Subsidiary Company, and excluding an act which
falls under any of
the acts listed in that item);
(v) the acts which are listed in Article 2, paragraph (8), item (vi) of the Act, and in which a Financial Instruments Specialist (limited
to a juridical person
engaged in a Type II Financial Instruments Services and whose amount of stated capital or total amount of contribution is 50 million
yen or more;
hereinafter the same shall apply in this item) conducts the acts listed in item
(i), paragraph (6) of that Article at the time of the public offering or private placement of the rights listed in item (v), paragraph
(2) of that Article
(limited to the rights under a Silent Partnership Contract (limited to those of which the proprietor is a stock company all of whose
issued shares are held
by said Financial Instruments Specialist), for which the Business Subject to
Investment pertaining to said rights is a business to make goods or articles such as machines available for use);
(vi) the acts which are listed in Article 2, paragraph (8), item (vi) of the Act,
and in which a Financial Instruments Specialist (limited to a juridical person that engages in Type II Financial Instruments Services)
carries out an act
listed in item (i), paragraph (6) of that Article (limited to an act whose
purpose is to cause another proprietor under a Silent Partnership Contract to acquire the rights under said a Silent Partnership Contract)
at the time of
the private offering of the rights listed in item (v), paragraph (2) of that
Article (limited to the rights under a Silent Partnership Contract, in which a
Business Subject to Investment pertaining to said rights is a business for making investments in the rights listed in item (i) of
that paragraph in relation to a real property);
(vii) the acts which are listed in Article 2, paragraph (8) item (vi) of the Act,
and in which a trust company or foreign trust company conducts an act listed in item (i), paragraph (6) of that Article at the time
of the public offering or
private offering of the rights listed in item (i), paragraph (2) of that Article (limited to the case where the trustee of the trust
pertaining to said right is said trust company or foreign trust company);
(vii)-2 among the acts listed in Article 2, paragraph (8), item (vi) of the Act,
those that fall under all of the following requirements:
(a) that the acquisition of share certificates is made for the purpose of implementing the following purchases:
1. the purchase made by a Subject Employee (meaning an employee of the company which is the Issuer of share certificates or its Controlled
Company, etc. (meaning the Controlled Company, etc. as prescribed in
Article 6, paragraph (3); hereinafter the same shall apply in this item), or Associated Company (meaning the Associated Company as
defined
in Article 7, paragraph (2); hereinafter the same shall apply in this
item); hereinafter the same shall apply in this item) under the following contracts:
i. the contract provided in Article 1-3-3, item (v) of the Cabinet Order
(limited to those that satisfy the requirements provided in Article 6, paragraph (2)); and
ii. the contract provided in Article 7, paragraph (1), item (i);
2. the purchase made by the employees of the company which is the Issuer of share certificates, or its Controlled Company, etc. or
Associated
Company under the trust contract with the purpose of investing the
trust property as an investment in the relevant share certificates
(limited to the trust contracts that satisfy all of the following requirements):
i. that the Subject Employee is the settlor;
ii. that the Subject Employee gives instructions for the purchase on a
continual basis, according to a certain plan, without depending on an individual investment decision;
iii. that the trust property is jointly invested with a trust property under a trust contract which has another Subject Employee as
the settlor
thereof; and
iv. that the amount of the contribution made to the trust property by each of the Subject Employees on each occasion shall be less
than one million yen;
(b) that the relevant acts are for the implementation of the contract set forth in sub-item (a)1.(i) or (ii), or the trust contract
provided in sub-item (a)2.;
(c) that, in cases where the company which is the issuer of share certificates or its Controlled Company, etc. or Associated Company
compensates any
loss which has arisen from the business pertaining to the relevant acts or provides benefits to persons who conduct the relevant acts,
such benefits
are found to be for the welfare of the Subject Employee as set forth in sub- item (a), in light of the purpose of such benefits, the
level of the benefits
and other circumstances;
(d) that the profits which have arisen from the business pertaining to the relevant act belong to the Subject Employee as set forth
in sub-item (a), the person who was a Subject Employee, or the heirs of such persons, or other general successors;
(e) that the Subject Employee set forth in sub-item (a) or the trust property
set forth in sub-item (a)2. will not bear the liability of performing the
obligations which have arisen from the business pertaining to the relevant acts; and
(f) that the voting rights pertaining to share certificates acquired through the relevant act are those to be exercised under instructions
from the
Subject Employee set forth in sub-item (a);
(viii) any of the acts listed in Article 2, paragraph (8), item (xii) of the Act
(limited to an act pertaining to a Discretionary Investment Contract), which fall under any of the following sub-items:
(a) the purchase and sale of Securities or a Derivatives Transaction
conducted by a Financial Instruments Specialist under a contract in which it is provided that, upon obtaining consent from the Affiliated
Foreign
Financial Instruments Specialist for the purchase and sale as well as the issues of the Securities (or, in the case of a Derivative
Transaction, any
equivalent matters), said Financial Instruments Specialist may decide the volume and price (or, in the case of a Derivative Transaction,
any
equivalent matters);
(b) the purchase and sale of Securities or a Derivative Transaction conducted by a Financial Instruments Specialist under a Discretionary
Investment Contract (meaning a contract in which it is provided that the Financial
Instruments Specialist may decide on the purchase and sale of the
Securities and on the issues, volume and price (or, in the case of a
Derivative Transaction, any equivalent matters) in connection with a
transaction on the account of the Affiliated Foreign Financial Instruments Specialist; the same shall apply in sub-item (b)), and
with regard to which said Financial Instruments Specialist has notified the Commissioner of the Financial Services Agency or Other
Competent Official of the matters
listed in the following sub-items prior to the formation of said
Discretionary Investment Contract;
1. the trade name or name;
2. the date of registration and the registered number; and
3. the trade name or name, and location of the Relevant Foreign Financial
Instruments Specialist which is to become the counterparty to said
Discretionary Investment Contract.
(ix) the acts which are listed in Article 2, paragraph (8), item (xii) of the Act (limited to one pertaining to a Discretionary Investment
Contract), in which a Commodity Trading Advisor, etc. (meaning a Commodity Trading Advisor, etc. as prescribed in Article 33, paragraph
(1) of the Act on Control for
Business Pertaining to Commodity Investment (Act No. 66 of 1991)) makes an investment of money or other properties as an investment
in rights
pertaining to a Currency Derivative Transaction in association with a
Commodity Investment (meaning Commodity Investment as prescribed in
Article 2, paragraph (1) of that Act) (limited to an act whose purpose is to
abate any possible loss due to a fluctuation in the exchange rates pertaining to said Commodity Investment);
(x) the acts which are listed in Article 2, paragraph (8), item (xv) of the Act,
and in which a person who conducts said act (hereinafter referred to as a
"Subject Person" in this item) concludes a Discretionary Investment Contract with a Financial Instruments Specialist, etc.,
and entrusts all of his/her
authority to make investments on behalf of the person entitled to the rights under sub-items (a) to (c) inclusive of item (xv) of
that paragraph (such a
person is hereinafter referred to as the "Subject Rights Holder" in this item,
and such rights are hereinafter referred to as the "Subject Rights" in this
item), based on said Discretionary Investment Contract, in which case all of the requirements listed the following sub-items are met:
(a) that the matters listed in the following sub-items are specified in a contract or any other juridical act pertaining to the Subject
Right
(hereinafter referred to as an "Investment Contract, etc." in this item):
1. a statement to the effect that all of the authority to make investments
for the Right Holder is entrusted, and the trade name and name of said
Financial Instruments Specialist;
2. an outline of said Discretionary Investment Contract; and
3. the amount of remuneration (or the method of calculating the amount of remuneration, if the amount of remuneration has not been
not fixed in advance), in cases where the remuneration pertaining to said
Discretionary Investment Contract is paid from the Investment
Property (meaning money or other property invested by a Subject
Person for a Subject Right Holder; the same applies in sub-item (c)2. and (d));
(b) that the matters listed in the following sub-items are specified in the
Investment Contract, etc. and said Discretionary Investment Contract:
1. that said Financial Instruments Specialist, etc. will engage in the
Investment Management for the Subject Right Holder in a loyal manner; and
2. that said Financial Instruments Specialist, etc. will carry out
Investment Management while paying the due care of a prudent manager for the Subject Right Holders;
(c) that it is provided in the Investment Contract, etc. and said Discretionary
Investment Contract that said Financial Instruments Specialist, etc. shall not make an investment with the intention of conducting
a transaction for itself or with any of its directors or executive officers, or a transaction
between an Investment Property and another Investment Property it
manages (meaning an Investment Property as defined in Article 35,
paragraph (1), item (xv) of the Act) (referred to as "Transactions for Itself, etc." in 1. and 2.) unless said Financial
Instruments Specialist, etc., with regard to each transaction, gives an explanation on the contents of said
transaction and the reasons for conducting said transaction (referred to as
a "Explanation of the Transaction" in 2.) to all of the Subject Right Holders and obtains the consent (including the consent
prescribed in 1., for a
transaction conducted in cases where all of the matters listed in the
following sub-items are provided) from all of said Subject Right Holders,
except for that which falls under any of the acts listed in Article 128, item
(i) or (iii), or Article 129, paragraph (1), item (i) or (iii) of the Cabinet
Office Ordinance on Financial Instruments Services, etc. (Cabinet Office
Ordinance No. 52 of 2007);
1. that the Financial Instruments Specialist, etc. may conduct
Transactions for Itself, etc. if it gains the consent of at least half (or, if a larger proportion has been prescribed, at least such
proportion) of all of the Subject Right Holders, and at least three-fourths (or, if a larger
proportion has been prescribed, at least such proportion) of the Subject
Rights held by all of the Subject Right Holders;
2. that, in the case where any Subject Right Holder who refuses to give its consent to the Financial Instruments Specialist, etc.
conducting
Transactions for Itself, etc. so requests within 20 days (or, if a longer period has been prescribed, within such period) from the
day when said Subject Right Holder has been given a Explanation of the Transaction,
the Subject Person shall purchase the Subject Rights held by said
Subject Right Holder at a fair value by using the Investment Property until the date on which a period of 60 days (or, if a shorter
period has been prescribed, before such period) has elapsed from the date of the Financial Instruments Specialist, etc.'s Transactions
for Itself, etc.
(including the fact that the contract pertaining to such right shall be
cancelled);
(d) that the Subject Person shall manage the Investment Property pertaining to said act separately from such person's own property
and other
investment properties by the method equivalent to that prescribed in Article 42-4 of the Act, and said Financial Instruments Specialist,
etc. shall supervise said management;
(e) that said Financial Instruments Specialist, etc. shall make a notification
of the matters related to the Subject Person as listed in the following sub- items to the Commissioner of Financial Services Agency
or Other
Competent Official before the formation of the Investment Agreement, etc.;
1. the trade name or name;
2. the amount of the stated capital or the total amount of contribution, in the case of a juridical person;
3. the title and the name of the officer prescribed in Article 29-2,
paragraph (1) item (iii) of the Act, in the case of a juridical person;
4. the name of an employee who supervises the business with regard to
guidance of the observance of the laws and regulations, dispositions
issued by administrative agencies under the laws and regulations or the rules such as articles of incorporation, if any, or the name
of an employee who is in a position whereby he/she may exercise his/her authority on behalf of the first-mentioned employee, if any;
5. the name and location of the principal business office or principal office;
and
6. the type of any other business(es), if any;
(f) that said Financial Instruments Specialist, etc. shall, when there is any change to the matters related to the Subject Person
as listed in 1. to 6. inclusive of sub-item (e), notify the Commissioner of Financial Services
Agency or Other Competent Official to that effect without delay.
(xi) an act which is listed in Article 2, paragraph (8), item (xv) of the Act
(excluding an act listed in Article 63, paragraph (1), item (ii) of the Act), and in which the money and other properties contributed
under a Silent
Partnership Contract concluded with a single person as an investment to the rights pertaining to the real property as listed in Article
2, paragraph (2),
item (i) of the Act is to be invested, and which falls under all the
requirements listed in the following sub-items:
(a) that a person who wishes to be a counterparty to said Silent Partnership Contract is a proprietor under any other Silent Partnership
Contract, and, at the same time, falls under the category of a Financial Instruments
Specialist, etc. (limited to a person engaged in Investment Management), a person who has made a notification under Article 63, paragraph
(2) or
Article 63-3, paragraph (1) of the Act (limited to a person engaged in an act listed in Article 63, paragraph (1), item (ii) of the
Act as a part of business)
or a person engaged in special investment management business as
prescribed in Article 48, paragraph (1) of the Supplementary Provisions of the Act for Partial Revision of the Securities and Exchange
Act, etc. (Act No. 65 of 2006);
(b) that a person who intends to become a counterparty to said Silent Partnership Contract shall, prior to conclusion of said Silent
Partnership Contract, make a notification of the matters related to a person who
performs said acts as listed in 1. to 6. inclusive of sub-item (e) of the
preceding item to a person prescribed in the following sub-items according to the categories of persons intending to become counterparties
as listed in the respective sub-items:
1. a Financial Instruments Specialist, etc.: the Commissioner of Financial
Services Agency or Other Competent Official;
2. a person other than a Financial Instruments Specialist, etc.: the
Director-General of the Local Finance Bureau that has jurisdiction over the location of the principal business office or principal
office of
said person (or the principal business office or principal office in Japan, in the case of a foreign juridical person or an individual
person
domiciled in a foreign state) (or the Director-General of the Fukuoka Local Finance Branch Bureau, in cases where said location falls
within the jurisdictional district of the Fukuoka Local Finance Branch
Bureau; or the Director-General of the Kanto Finance Bureau, in cases
where said person has no business office or any other office in Japan); (c) that, when there is any change to the matters with respect
to a person
who performs said acts listed in 1. to 6. inclusive of sub-item (e) of the preceding item, the counterparty or a person who intends
to become a
counterparty to said Silent Partnership Contract shall notify a person as
prescribed in 1. or 2. of sub-item (b) to that effect without delay, according to the categories of said counterparties or said persons
who intend to
become counterparties to said Silent Partnership Contract.
(xii) an act which is listed in Article 2, paragraph (8), item (xv) of the Act, and in which the money or other properties contributed
by a person entitled to the rights listed in Article 7, item (iv), sub-item (d)1. of the Cabinet Office
Ordinance on Financial Instruments Services, etc. is invested as an
investment in the rights listed in sub-item (d)2. of that item;
(xiii) an act which is listed in Article 2, paragraph (8), item (xv) of the Act, and in which the money and other properties invested
or contributed by a person entitled to the rights listed in item (vi), paragraph (2) of that Article are
invested, and which fall under all of the requirements listed in the following:
(a) that a Direct Equity Investor (meaning the Resident (meaning a Resident as prescribed in the first sentence of Article 6, paragraph
(1), item (v) of
the Foreign Exchange and Foreign Trade Act; the same shall apply in sub- item (b)) who holds said rights; the same shall apply in
sub-items (c) and
(d)) is a Qualified Institutional Investor or a person who has made a
notification under the provisions of Article 63, paragraph (2) or Article 63-3, paragraph (1) of the Act (limited to a person engaged
in the acts listed in
Article 63, paragraph (1), item (ii) of the Act as a part of business);
(b) that an Indirect Equity Investor (meaning the Resident who holds the rights under a contract or other juridical act pertaining
to an investment business for said rights (limited to the rights which fall under the rights
listed in Article 2, paragraph (2), item (v) of the Act); the same shall apply
in sub-item (c)) is a Qualified Institutional Investor;
(c) that the total of the number of Direct Equity Investors (excluding an
investor who operates or intends to operate an investment business related to the relevant rights by using money or other properties
invested or
contributed by Indirect Equity Investors) and the number of Indirect
Equity Investors is less than ten; and
(d) that the total amount of money or other properties invested or
contributed by Direct Equity Investors does not exceed the amount equivalent to one third of the aggregate amount of money or other
properties invested or contributed by all of the persons who hold said rights.
(xiv) an act which is listed in Article 2, paragraph (8), item (xvi) of the Act, and in which a Financial Instruments Specialist (limited
to a juridical person
engaged in Type II Financial Instruments Services, whose amount of stated
capital or the total amount of contribution is 50 million yen or more) accepts money deposits from a customer in connection with any
acts it conducts as
listed in item (ix) of that paragraph (excluding dealing in a secondary
distribution, and limited to any act pertaining to the rights listed in item (i), (ii), (v) or (vi) of paragraph (2) of that Article)
and manages said money
separately from its own property in accordance with the method equivalent
to that prescribed in Article 42-4 of the Act;
(xv) an act which is listed in Article 2, paragraph (8) item (xvii) of the Act, and is performed by a person listed in Article 44,
paragraph (1), item (xiii) of the Corporate Bonds, etc. Transfer Act; and
(xvi) an act which is listed in Article 2, paragraph (8) item (xvii) of the Act, and which is performed by a Financial Instruments
Specialist (limited to a
person who engages in business activities pertaining to the acts listed in item (vii), paragraph (8) of that Article with respect
to the rights to be
indicated on the Securities listed in sub-item (a), item (vii) of that paragraph
and which are regarded as Securities pursuant to the provisions of
paragraph (2) of that Article (hereinafter referred to as the "Beneficial
Interest in the Investment Trust" in this item)) with regard to any Beneficial
Interest in the Investment Trust it issues, and in which said Financial
Instruments Specialist manages said Beneficial Interest in the Investment
Trust separately from its own property in accordance with the method
equivalent to that prescribed in Article 43-2, paragraph (1) and (2) of the Act (limited to the case where said management is audited
in the same manner as prescribed in paragraph (3) of that Article).
(2) The term "Affiliated Foreign Investment Specialist" as used in item (ii) of the
preceding paragraph means a juridical person or any other type of organization which is engaged in an Investment Management in a foreign
state in
accordance with the laws and regulations of said foreign state, and which falls under any of the following items:
(i) a Subsidiary Company, etc. (meaning a Subsidiary Company, etc. as defined in Article 15-16, paragraph (3) of the Cabinet Order;
the same shall apply in
item (iii) and the following paragraph) of the Financial Instruments
Specialist referred to in item (ii) of the preceding paragraph;
(ii) the Parent Company, etc. (meaning a Parent Company, etc. as defined in
Article 15-16, paragraph (3) of the Cabinet Order; the same shall apply in
the following item and the following paragraph) of the Financial Instruments
Specialist referred to in item (ii) of the preceding paragraph;
(iii) a Subsidiary Company, etc. of the Parent Company, etc. of the Financial Instruments Specialist referred to in item (ii) of the
preceding paragraph (excluding said Financial Instruments Specialist);
(3) The term "Affiliated Foreign Financial Instruments Specialist" as used in
item (viii) of paragraph (1) means a juridical person or any other type of
organization engaged in Type I Financial Instruments Services or Type II
Financial Instruments Services in a foreign state in accordance with the laws and regulations of said foreign state, and which falls
under any of the following items:
(i) a Subsidiary Company, etc. of the Financial Instruments Specialist
prescribed in item (viii) of paragraph (1);
(ii) the Parent Company, etc. of the Financial Instruments Specialist prescribed in item (viii) of paragraph (1); or
(iii) a Subsidiary Company, etc. of the Parent Company, etc. of the Financial Instruments Specialist prescribed in item (viii) of
paragraph (1) (excluding said Financial Instruments Specialist).
(4) The term "Currency Derivative Transaction" as used in item (ix) of paragraph
(1) means a transaction listed in any of the following items:
(i) an Exchange-Traded Derivatives Transaction as listed in the following sub- items:
(a) a purchase and sale wherein the parties thereto promise to deliver and
receive currencies and the consideration therefor at a fixed time in the
future, and, when the resale and repurchase of the currencies subject to
said purchase and sale has been made, the settlement thereof may be made by the parties paying and receiving the difference;
(b) a transaction wherein the parties thereto have promised that one party will grant the second party the option to effect a transaction
listed in the following items between them by a unilateral manifestation of the second party's intention alone, and that the
second party will pay the
consideration for such option:
1. the purchase and sale of currencies (excluding a transaction specified in item (a)); or
2. the transactions listed in sub-items (a) and (c).
(c) a transaction wherein the parties thereto promise mutually that, using the amount the parties have agreed to as the principal,
the first will pay the amount of money calculated based on the rate of change during the agreed-upon period in the Interest Rate,
etc. (meaning an Interest Rate, etc. as prescribed in Article 2, paragraph (21), item (iv) of the Act; the same shall apply in sub-item
(c) of this item and sub-item (c) of the
following item) for the Financial Instruments (limited to those listed in
item (ii) of paragraph (24) of that Article or those listed item (v) of that paragraph (limited to those pertaining to those listed
in item (ii) of that paragraph)) or in the Financial Indicator (limited to the value of the
currencies or figures calculated based thereon; the same shall apply in sub- item (c) of this item and sub-item (c) of the following
item) agreed upon
with the second party, and the second party will pay the amount of money calculated based on the rate of change during the agreed-upon
period in
the Interest Rate, etc. for the Financial Instruments (limited to those listed
in item (ii) of paragraph (24) of that Article or those listed in item (v) of that paragraph (limited to those pertaining to those
listed in item (ii) of
that paragraph)) or in the Financial Indicator agreed upon with the first
party (including a transaction wherein the parties promise that, in
addition to the payment of such amounts, they will also pay and deliver and receive the amount of money or Financial Instruments equivalent
to the amount agreed as the principal);
(ii) an Over-the-Counter Transaction of Derivatives listed in the following sub- items:
(a) a purchase and sale wherein the parties thereto promise to pay and receive currencies and the consideration therefor at a fixed
time in the
future, and, when the resale and repurchase of the currencies subject to
said purchase and sale has been made, or when the parties thereto have
effected any act to cancel the purchase and sale contract, the settlement of
such transaction may be made by paying and receiving the difference;
(b) a transaction wherein the parties thereto have promised that one party will grant the second party the option to effect a transaction
listed in the following items between them by a unilateral manifestation of the second party's intention alone, and that the
second party will pay the
consideration for such an option, or any other transaction similar thereto:
1. the purchase and sale of currencies (excluding a transaction specified in sub-item (a)); or
2. transactions listed in sub-items (a) and (c).
(c) transactions wherein the parties mutually promise that, using the amount the parties have agreed to as the principal, the first
party will pay the
amount of money calculated based on the rate of change during the agreed-
upon period in the Interest Rate, etc. for the Financial Instruments
(limited to those listed in Article 2, paragraph (24) item (ii) of the Act or those listed in item (v) of that paragraph (limited
to those pertaining to
those listed in item (ii) of that paragraph)) or in the Financial Indicator agreed upon with the second party, and the second party
will pay the
amount of money calculated based on the rate of change during the agreed-
upon period in the Interest Rate, etc. for the Financial Instruments
(limited to those listed in that item or those listed in item (v) of that
paragraph (limited to those pertaining to those listed in item (ii) of that
paragraph)) or in the Financial Indicator agreed upon with the first party
(including a transaction wherein the parties promise that, in addition to the payment of such amounts, they will also pay and deliver
and receive
the amount of money or Financial Instruments equivalent to the amount agreed as the principal), or any other transaction equivalent
thereto;
(iii) a Exchange-Traded Derivatives Transactions in a Foreign Market similar
to the transactions listed in sub-items (a) to (c) inclusive of item (i).
(Method of Formation of Trading Price for Proprietary Trading System
Operation)
Article 17 The methods specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (8), item (x), sub-item (e)
of the Act, shall be those listed in the following items:
(i) a method that uses the figures presented by a customer, in cases where the figure presented by said customer corresponds to that
presented by the other customer who becomes a counterparty to the transaction;
(ii) a method by which a Financial Instruments Specialist offers more than one asked and bidding quotations of its own or of any other
Financial
Instruments Specialist, etc. for a single issue, and uses an indicative price
based on said asked and bidding quotations (excluding those in which more
than one Financial Instruments Specialist, etc. constantly offer asked and bidding quotations, and have obligations to conduct a purchase
and sale on the basis of said asked and bidding quotations).
(Equivalent of Interest Rates for Securities)
Article 18 The equivalent specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (8), item (xi), sub-item
(a) of the Act, shall be
percentages of the distribution of profit pertaining to Securities or the
equivalent thereof, and a discount rate of Securities issued on a discount basis.
(Equivalent of Interest Rates for Financial Instruments)
Article 19 The equivalent specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (21), item (iv) of the Act,
shall be percentages of the distribution of profit pertaining to the Financial Instruments or the
equivalents thereof, and a discount rate of the Financial Instruments issued on
a discount basis.
(Grounds Similar to Those Connected with Credit Status)
Article 20 The grounds specified by Cabinet Office Ordinance, as referred to in Article 1-13 of the Cabinet Order, shall be a reduction
in or an exemption of the interest rate, a grace period for payment of the interest, a grace period for reimbursement of the principal,
a waiver of the claim or any other
arrangement advantageous to a debtor, which is made for the purpose of the reconstruction of, or support to, the management of the
debtor.
(Cause which May Have Serious Influence on the Business Operations of the
Parties or Other Service Providers)
Article 21 The causes specified by Cabinet Office Ordinance, as referred to in
Article 1-14, item (ii) of the Cabinet Order, shall be those listed in the following items brought about by a foreign government,
foreign local government or other persons equivalent to them.
(i) a restriction or prohibition on currency trading;
(ii) measures taken with respect to the grace period for or exemption of the payment of debt of a private individual; or
(iii) a declaration of default pertaining to the debt.
(Matters to Be Identified in Advance at that Time of Entrustment)
Article 22 The matters specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (27), item (ii) of the Act,
shall be those prescribed in the following items, according to the categories of transactions listed in the
respective items:
(i) the purchase and sale of Securities: purchase or sale, issues, volumes or amounts, prices, and the date of delivery of Securities;
(ii) transactions listed in Article 2, paragraph (21), item (i) of the Act, and a
Exchange-Traded Derivatives Transactions in a Foreign Market similar to
transactions listed in that item: purchase or sale, issues, volumes or amounts, prices and the date of delivery of Financial Instruments;
(iii) transactions listed in Article 2, paragraph (21), item (ii) of the Act, and
Exchange-Traded Derivatives Transactions in a Foreign Market similar to
the transactions listed in that item: the party to pay and the party to receive the money when the Actual Figure (meaning the Actual
Figure prescribed in that item; the same shall apply in item (viii)) exceeds the Agreed-Upon
Figure (meaning the Agreed-Upon Figure as prescribed in item (ii) of that
paragraph; the same shall apply in item (viii)), and the volumes or amounts,
the agreed-upon figure, and the date of delivery for the Financial Indicator or the Financial Instruments;
(iv) transactions listed in Article 2, paragraph (21), item (iii) of the Act, and
Exchange-Traded Derivatives Transactions in a Foreign Market similar to
transactions listed in that item: the party to grant and the party to acquire, and the issues, the volumes or amounts, the amount
of consideration for the Options, and the date of delivery for the Financial Instruments or the
Financial Indicator;
(v) transactions listed in Article 2, paragraph (21), item (iv) of the Act, and
Exchange-Traded Derivatives Transactions in a Foreign Market similar to transactions listed in that item: the issues of the Financial
Indicators or
Financial Instruments pertaining to the calculation of the amount of money to be paid from one party to the other party and the method
of the
calculation of said amount of money, the issues of the Financial Indicators or
Financial Instruments pertaining to the calculation of the amount of money to be received by one party from the other party and the
method of the
calculation of said amount of money, the term of a transaction or any other
matters to properly indicate the contents of said transaction, the amount agreed upon by the parties as the principal, and the date
of delivery;
(vi) transactions listed in Article 2, paragraph (21), item (v) of the Act, and
Exchange-Traded Derivatives Transactions in a Foreign Market similar to
transactions listed in that item: the method of the calculation of the amount of money to be paid from one party to the other party
and the method of the
calculation of the money to be received by one party from the other party, the term of a transaction or any other matters to properly
indicate the contents
of said transactions, and the date of delivery;
(vii) transactions listed in Article 2, paragraph (22), item (i) of the Act:
purchase or sale, the issues (including the fixed time in the future by which
the parties promise to deliver or receive Financial Instruments and the consideration therefor, and also including the method of the
calculation of
the amount of the difference if the settlement is made by paying or receiving the difference), volumes and amounts, prices and the
date of delivery of the Financial Instruments;
(viii) transactions listed in Article 2, paragraph (22), item (ii) of the Act: the
party to pay and the party to receive, and the money when the Actual Figure exceeds the Agreed-Upon Figure, the issues (including
the date of the
calculation of the amount of money to be delivered or received, the method of
the calculation of the amount of the money to be delivered or received, the date of delivery or receipt of said money, or other matters
to properly
indicate the contents of said transaction), the volumes or amounts, the
Agreed-Upon Figure and the date of delivery for the Financial Indicator or the Financial Instruments;
(ix) transactions listed in Article 2, paragraph (22), item (iii) or (iv) of the Act:
the party to grant and the party to acquire the Options, the contents of the transaction to be effected by the exercise of the Options
(in the case of a
transaction listed in Article 2, paragraph (22) item (iii), sub-item (a) of the
Act, meaning information as to whether the type of transaction is a sale or
purchase, the issues of the Financial Instruments, the volumes or amounts,
prices and the date of delivery; and in the case of a transaction listed in sub- item (b) of that item, meaning the matters prescribed
in the preceding two items, the following item or item (xi)), the amount of the consideration for
the Options and the date of delivery;
(x) transactions listed in Article 2, paragraph (22), item (v) of the Act: the
issues of the Financial Indicators or Financial Instruments pertaining to the calculation of the amount of money to be paid from one
party to the other
party and the method of the calculation of said amount of money, the issues of the Financial Indicators or Financial Instruments pertaining
to the
calculation of the amount of money to be received by one party from the other
party and the method of the calculation of said amount of money, the term of the transaction or any other matters to properly indicate
the contents of said transaction, the amount agreed upon by the parties as the principal, and the date of delivery;
(xi) transactions listed in Article 2, paragraph (22), item (vi) of the Act: the method of calculating the amount of money to be paid
from one party to the other party and the method of calculating the money to be received by one
party from the other party, the term of the transactions or any other matters to properly indicate the contents of said transactions,
and the date of
delivery;
(xii) transactions listed in Article 1-19, item (i) of the Cabinet Order: lending or
borrowing of money, the amount of money and the date of delivery;
(xiii) transactions listed in Article 1-19, item (ii) of the Cabinet Order: lending or borrowing of Securities, and the issue, the
volumes or amounts, and the
date of delivery of the Securities; and
(xiv) transactions listed in Article 1-19, item (iii) or (iv) of the Cabinet Order: delivery or receipt of Securities, and the issue,
the volumes or amounts, the amount of money and the date of delivery of the Securities.
(Scope of a Professional Investor)
Article 23 The juridical persons specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (31), item (iv) of
the Act, shall be those listed in the following items:
(i) local governments;
(ii) juridical persons incorporated by a specific act of incorporation pursuant to the provisions of any specific Act;
(iii) an Investor Protection Fund as prescribed in Article 79-21 of the Act; (iv) Deposit Insurance Corporation of Japan;
(v) the Agricultural and Fishery Cooperative Savings Insurance Corporation;
(vi) the Insurance Policyholders Protection Corporation of Japan prescribed in
Article 259 of the Insurance Business Act; (vii) a Special Purpose Company;
(viii) a company that issues share certificates which are listed on a Financial
Instruments Exchange;
(ix) a stock company whose stated capital is expected to amount to 500 million yen or more, reasonably judging from the status of
the transactions thereof
or any other circumstances;
(x) a Financial Instruments Specialist, or a juridical person that falls under the category of a Notifier of Specially Permitted Business
Activities as prescribed in Article 63, paragraph (3) of the Act; and
(xi) a foreign juridical person.
(Scope of Credit Ratings)
Article 24 (1) Those similar to a juridical person as specified by Cabinet Office
Ordinance, as referred to in Article 2, paragraph (34) of the Act, shall be as follows:
(i) an organization without juridical personality;
(ii) an individual who carries out business;
(iii) a group of juridical persons or individuals; and
(iv) trust property.
(2) Those similar to a mark or number as specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (34) of the
Act shall be a simple text or a
character showing sequential orders.
(3) The grades to be specified by Cabinet Office Ordinance determined mainly by taking into consideration any matter other than a
Credit Assessment, as
referred to in Article 2, paragraph (34) of the Act, shall be as follows:
(i) grades indicating the results of an assessment related to the fluctuation of
the interest rate, value of currency, liquidity and quotations on the Financial
Instruments Market, and any other indicators;
(ii) grades indicating the results of an assessment of the capability of the issuer of Securities or any other person in performing
the investment of assets or any other business similar thereto;
(iii) grades indicating the results of an assessment of the capability in
performing businesses related to the management and collection of claims; (iv) grades indicating the results of an assessment of the
adequacy of the
operation of a trust business, such as the capability for the management of trust properties; and
(v) in addition to what is provided for in the preceding items, grades primarily indicating the results of an assessment of matters
other than the credit
status.
(Acts Excluded from Consideration as Credit Rating)
Article 25 The acts as specified by Cabinet Office Ordinance, as referred to in
Article 2, paragraph (35) of the Act shall be as follows:
(i) the act of assigning a Credit Rating in response to a request from a Person Concerned With Rating (meaning a Person Concerned
With Rating as defined in Article 66-33, paragraph (2) of the Act) or any other person, and providing
that Credit Rating only to such Person Concerned With Rating or such other person (limited to the case where there is no potential
risk of such Person Concerned With Rating or such other person providing or offering for
inspection such Credit Rating to any third party); and
(ii) the act of providing or offering for inspection a grade represented by any
mark or number (including text or characters as set forth in paragraph (2) of the preceding Article), as assigned to show the results
of an assessment of
the credit status of a juridical person (including a juridical person as set
forth in item (i) or (ii), paragraph (1) of the preceding Article; and limited to a juridical person which falls under the category
of a Small and Medium- sized Enterprise Operator as listed in the items of paragraph (1) of Article 2 of the Small and Medium-sized
Enterprise Basic Act (Act No. 154 of 1963) and which also falls under the scope specified and disclosed in advance as
persons not required to obtain an audit certification pursuant to the
provisions of Article 193-2, paragraph (1) or (2) of the Act or any other
persons similar thereto) derived primarily based on objective indicators of
the credit status of said juridical person and in accordance with a formula given in advance.
AsianLII:
Copyright Policy
|
Disclaimers
|
Privacy Policy
|
Feedback
URL: http://www.asianlii.org/jp/legis/laws//cooodua2otfiaeacoon78o2009988