Rules Concerning Representation of Advertisement, etc.
and Offer of Premiums(Purpose)
Article 1.
The purpose of these Rules is to achieve appropriateness in Representation of Advertisement,etc. and offer of Premiums pertaining to Self-Offering and Other Transactions, etc. (referringto the Self-Offering and Other Transactions, etc. set forth in Item (9) of Article 3 of theArticles of Incorporation; the same shall apply hereinafter) conducted by Regular Members
and Electronic Public Offering Members, by providing for, among others, its representation,methods and matters to be complied with, and thereby contribute to protection of investors.
(Definitions)
Article 2.
In these Rules, each term set forth in each of the following Items shall have the meaning
ascribed to it in the relevant Item:(1)

Representation of Advertisement, etc.
This shall mean the representation which pertains to the content of Self-Offeringand Other Transactions, etc. and is made by advertisement or by the acts
prescribed as similar thereto in Article 72 of Cabinet Office Order on Financial
Instruments Business (hereinafter referred to as “Advertisement, etc.”) as
provided for in Article 37, Paragraph 1 of the Financial Instruments and Exchange
Act (hereinafter referred to as “FIEA”); and(2)Premiums
This shall mean any economic benefits prescribed in Paragraph 1 of “Matter
Concerning Designation of Premiums and Representations Pursuant to theProvision of Article 2 of the Act Against Unjustifiable Premiums and Misleading
Representations (The Fair Trade Commission Public Notice No. 3 of 1962)”.

(General Rules)
Article 3.
1. When making Representation of Advertisement, etc., Regular Members and Electronic
Public Offering Members must always assign primary importance to securing investors’
trust, comply with FIEA, other laws and regulations, the Articles of Incorporation andother rules (including detailed regulations, guidelines, resolutions, etc. thereunder;
hereinafter referred to as “Laws and Regulations, etc.”) as well as with the fair andequitable principles of transactions, and strive to provide appropriate information andclear and accurate representation.
2. When offering Premiums, Regular Members and Electronic Public Offering Members
must comply with Laws and Regulations, etc. as well as with the fair and equitableprinciples of transactions, maintain dignity, and strive to offer Premiums in an appropriatemanner.

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(General Prohibited Acts)
Article 4.
1. No Regular Member or Electronic Public Offering Member shall make Representation ofAdvertisement, etc. which falls, or could fall, under any of the following Items:(1) One which runs counter to the fair and equitable principles of transactions;

2.

(2)

One which obstructs fair competition among Regular Members and Electronic
Public Offering Members;(3)

One which impairs its dignity as a Regular Member or Electronic Public Offering
Member;(4)

One which contains a representation suggesting evasion of law;

(5)

One which contains a representation which misleads investors in making
investment decision;(6)

One which contains a representation which unreasonably incites investor’s desireto invest;(7)

One which contains a representation which is arbitrary or excessively subjective;(8)

One which includes a judgment, assessment, etc. without clear indication of its
basis; and(9)One which contains a representation which violates FIEA, the Act Against
Unjustifiable Premiums and Misleading Representations (hereinafter referred to as“Premiums and Representations Act”), prefectural ordinance pursuant to theOutdoor Advertisement Act, or other Laws and Regulations, etc.

Regular Members and Electronic Public Offering Members must not engage in any act ofoffering Premiums to investors which violates, or could violate, Premiums andRepresentations Act or other Laws and Regulations, etc.

(Prohibition of Misleading Representation)
Article 5.
1.

When making Representation of Advertisement, etc., no Regular Member or Electronic
Public Offering Member shall make a representation, which differs from a fact or is likelyto mislead a person, regarding any matter that is necessary for an investor for selecting
Financial Instruments Business Operators or Registered Financial Institutions.

2.

When making Representation of Advertisement, etc., no Regular Member or Electronic
Public Offering Member shall, based on the fact that it has been registered for Type II
Financial Instruments Business, make a representation as if the competent authority orother public agency were recommending the relevant Regular Member or Electronic
Public Offering Member, or a representation which could cause misunderstanding as ifthe competent authority or other public agency were guaranteeing the contents of theAdvertisement, etc.

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3.

When making Representation of Advertisement, etc., no Regular Member or Electronic
Public Offering Member shall, based on the fact that it is a Regular Member or Electronic
Public Offering Member, make a representation as if the Association were recommending
the relevant Regular Member or Electronic Public Offering Member, or a representation
which could cause misunderstanding as if the Association were guaranteeing the contentsof the Advertisement, etc.

(Prohibition of Profit Guarantee and Loss Compensation)
Article 6.
When making Representation of Advertisement, etc., no Regular Member or Electronic Public
Offering Member shall make a representation to the effect it is guaranteeing returns or willbear all or part of losses, or a representation which is likely to cause misunderstanding as if itwere guaranteeing returns or would bear losses.
(Prohibition of Conclusive or Inciting Representation)
Article 7.
When making Representation of Advertisement, etc., no Regular Member or Electronic Public
Offering Member shall make a representation which is conclusive concerning an economic
outlook, or the price, numerical value or amount of consideration regarding securities or thelike, a representation which is likely to unreasonably incite desire to invest, or a representation
which is likely to cause misunderstanding as if profits would be made without fail.
(Representation of Superiority)
Article 8.
When making Representation of Advertisement, etc., no Regular Member or Electronic Public
Offering Member shall make a representation to the effect the performance, substance,
method or the like of the Self-Offering and Other Transactions, etc. it conducts is significantly
superior to that of other Financial Instruments Business Operators or Registered FinancialInstitutions, without indicating the concrete basis for such representation.
(Indication as Regular Member or Electronic Public Offering Member)
Article 9.
1. When making Representation of Advertisement, etc., the relevant Regular Member orElectronic Public Offering Member must display the trade name, name or individual’s
name it has registered in the register of Financial Instruments Business Operators or in
the register of Financial Institutions, as well as its registration number and the name ofthe Association.
2. Each Electronic Public Offering Member must, by utilizing such means as the website itoperates, display the matters detailed in the preceding Paragraph clearly and accurately at
an easily visible place, and also indicate that it is a Type II Small-Amount Electronic
Public Offering Service Provider.

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(Internal Examination, etc., by Regular Member and Electronic Public Offering
Member)
Article 10.
1. When making Representation of Advertisement, etc., the employee of the relevant
Regular Member or Electronic Public Offering Member who is in charge of examining
Advertisement, etc. (hereinafter referred to as “Advertisement Examining Officer”) must
examine whether the relevant representation is or could be in violation of Laws andRegulations, etc.; provided, however, that the foregoing shall not apply to theRepresentation of Advertisement, etc. which is to be made to the Professional Investors(referring to the Professional Investors provided for in Article 2, Paragraph 31 of FIEA
(including those who shall be deemed to be Professional Investors pursuant to theprovision of Article 34-3, Paragraph 4 of FIEA (including the case where it is appliedmutatis mutandis pursuant to Article 34-4, Paragraph 6 of FIEA) except for those whoshall be deemed to be customers other than Professional Investors pursuant to Article 342, Paragraph 5 of FIEA)).
2. Each Regular Member and Electronic Public Offering Member must appoint a person
who has sufficient knowledge and experience concerning the regulation ofAdvertisement, etc. provided for in Laws and Regulations, etc. as its Advertisement
Examining Officer.
(Development of Internal Control System)
Article 11.
In order to achieve appropriateness in Representation of Advertisement, etc. and offer ofPremiums, each Regular Member and Electronic Public Offering Member shall establish
internal rules regarding the examination system, examination standard and retention system
concerning Representation of Advertisement, etc. and offer of Premiums, and cause its
officers and employees to comply with such rules.
(Investigation of Violation)
Article 12.
1.

In the event the Association has determined that Representation of Advertisement, etc. oroffer of Premiums made by any Regular Member or Electronic Public Offering Member
is or could be in violation of any provision of these Rules, the Association may request
the relevant Regular Member or Electronic Public Offering Member to submit materials,
and may interview such member.

2.

Regular Members and Electronic Public Offering Members must accede to the request
for submission of materials and for interview provided for in the preceding Paragraph.

(Guidelines Concerning Advertisement, etc.)
Article 13.

4In addition to the matters prescribed in these Rules, other matters that are necessary in respectof Representation of Advertisement, etc. and offer of Premiums to be made by RegularMembers and Electronic Public Offering Members shall be prescribed in “Guidelines
Concerning Advertisement, etc.”

Supplementary Provisions (May 20, 2011)
These Rules shall become effective from the date on which the Association is certified by thePrime Minister as Financial Instruments Firms Association provided for in Article 78,Paragraph 1 of FIEA (June 30, 2011).

Supplementary Provisions (May 26, 2015)
This amendment shall become effective from the date (May 29, 2015) provided for in themain text of Article 1 of the Supplementary Provisions of the Act for Amendment of theFinancial Instruments and Exchange Act (2014, Act No. 44).
(Note) Amended provisions are as follows:(1) Amended Article 1, Item (1) of Article 2, Paragraphs 1 and 2 of Article 3, Items(2) and (3) of Paragraph 1 of Article 4, Paragraph 2 of Article 4, Paragraphs 1
through 3 of Article 5, Articles 6 through 8, the headword and Paragraph 1 ofArticle 9, the headword of Article 10, Paragraphs 1 and 2 of Article 10, Article
11, Paragraphs 1 and 2 of Article 12, and Article 13.
(2) Newly added Paragraph 2 of Article 9.
This translation is solely for the convenience of those interested therein, and accordingly allquestions that may arise with regard to the meaning of the words or expressions herein shallbe dealt with in accordance with the original Japanese text.

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