Rules Concerning Electronic-based Application TypeElectronic Public Offering Service, etc.
Chapter 1. General Provisions(Purpose)
Article 1.
The purpose of these Rules is to contribute to protection of investors by realizing appropriate
operation of Electronic-based Application Type Electronic Public Offering Service, etc. conductedby Regular Members and Electronic Public Offering Members, by prescribing, among others,
matters which should be complied with in relation to indications made on website, etc.,
transactions, development of business management system, development of internal system
regarding handling of Public Offering or Private Placement, examination, information disclosure,internal control system and customer management system, in respect of such business.
(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)
Electronic Public Offering Service(3)

It is referring to the “Electronic Public Offering Service” provided for in Article 29-2,
Paragraph 1, Item 6 of the Financial Instruments and Exchange Act (hereinafter referred
to as “FIEA”), and it is limited to the business dealing in the securities set forth under
any of the Items of Article 3 of FIEA or the securities that are not listed on any financial
instruments exchange (limited to the rights set forth under any of the Items of Article 2,
Paragraph 2 of FIEA that are deemed as securities under the provision of the saidParagraph, and excluding those provided for under any of the Items of Article 15-4-2 ofOrder for Enforcement of the Financial Instruments and Exchange Act (hereinafterreferred to as the “Order for Enforcement”)).
Electronic-based Application Type Electronic Public Offering Service
It is referring to the business which is Electronic Public Offering Service to makecustomers subscribe for securities by the methods set forth in Article 70-2, Paragraph 3,
Items 1 and 2 of Cabinet Office Order on Financial Instruments Business, etc.
(hereinafter referred to as “Office Order on Financial Instruments Business).
Type II Small-Amount Electronic Public Offering Service(4)

It is referring to the “Type II Small-Amount Electronic Public Offering Service”
provided for in Article 29-4-3, Paragraph 4 of FIEA.
Electronic-based Application Type Electronic Public Offering Service, etc.

(2)1

It is referring to Electronic-based Application Type Electronic Public Offering Service,
the acts set forth in Article 2, Paragraph 8, Item 9 of FIEA pertaining to the securities
handled under the said Business (excluding the acts which fall under Electronic-based
Application Type Electronic Public Offering Service), and Type II Small-AmountElectronic Public Offering Service conducted by Electronic Public Offering Members.
(5)

Handling of Public Offering or Private Placement
It is referring to the handling of Public Offering or Private Placement provided for in
Article 2, Paragraph 8, Item 9 of FIEA.

(6)Business Operator
It is referring to the person who conducts Invested Business (excluding the Invested
Business provided for in Article 15-4-2, Item 7 of the Order for Enforcement; the same
shall apply hereinafter) which is operated by using money or other assets invested orcontributed by the persons holding the rights set forth in any of the Items of Article 2,
Paragraph 2 of FIEA that are deemed as securities pursuant to the provision of the saidParagraph.
Agreement Pertaining to Equity in Invested Business
It is referring to the agreement (such as partnership agreement, silent partnershipagreement, limited partnership agreement for investment, and limited liability
partnership agreement) to be concluded between the customers, who are to invest in therights set forth in any of the Items of Article 2, Paragraph 2 of FIEA that are deemed as
securities pursuant to the provision of the said Paragraph, and Business Operator,
regarding such matters as the equity interest represented by the relevant deemed
securities.

(7)

(8)

(9)

(10)

(11)

Agreement for Handling of Public Offering or Private Placement
It is referring to the agreement concerning Handling of Public Offering or Private
Placement provided for in Item (1) of Paragraph 1 of Article 32.
Agreement for Entrustment of Business, etc.
It is referring to the agreement, which is provided for in Item (2) of Paragraph 1 of
Article 32, concerning entrustment of business, etc. pertaining to the Invested Businessfor the securities that are the subjects of Handling of Public Offering or Private
Placement.
Website
It is referring to the method of making the contents of information, which is recorded in
the files equipped in the computers used by Financial Instruments Business Operator,etc., available for viewing by the counterparty through electric telecommunication line.
E-mail, etc.
It is referring to the method of transmitting written message and other information
through the electric telecommunication line connecting the computers used by Financial

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(12)

Instruments Business Operator, etc. with the computers used by the counterparty, or
through other method similar thereto, in conducting Handling of Public Offering or
Private Placement by means of Website (excluding the case where it is accompanied by
telephonic communication by transmitting and receiving sound).
Website, etc.
It is referring to Website and E-mail, etc.

Chapter 2. General Rules(Appropriate Information Disclosure)
Article 3.
In conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must indicate information, which isdeemed necessary for the investors to properly and smoothly execute the transaction, by using
Website, etc. operated by the relevant Regular Member or Electronic Public Offering Member, andstrive to make such information known thoroughly.
(Availability for Viewing During Handling of Public Offering or Private Placement)
Article 4.
In conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must keep, during the subscription period
pertaining to Handling of Public Offering or Private Placement, details of the relevant Handling of
Public Offering or Private Placement available for viewing by investors on Website operated by therelevant Regular Member or Electronic Public Offering Member.
(Provision of Information Regarding Electronic Public Offering Service)
Article 5.
1. Each Regular Member and Electronic Public Offering Member must comply with the provisionsof Article 146-2 of Office Order on Financial Instruments Business when implementing themeasures provided for in Article 43-5 of FIEA.
2. In conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must comply with the provisions ofArticle 146-2 of Office Order on Financial Instruments Business by deeming the matters set
forth below as equivalent to the matters stipulated in Paragraph 3 of the said Article:① Fact that it is to be conducted as Electronic-based Application Type Electronic Public
Offering Service, etc.;② If it is to perform any of the acts set forth in Article 2, Paragraph 8, Item 9 of FIEA by itself(excluding the acts falling under Electronic-based Application Type Electronic Public
Offering Service) in respect of the securities that are handled under Electronic-based
Application Type Electronic Public Offering Service, such fact;3

③ If Handling of Public Offering or Private Placement in respect of the securities that arehandled under Electronic-based Application Type Electronic Public Offering Service is to be
entrusted to other Financial Instruments Business Operator or Registered Financial Institution
pursuant to the provisions of Article 18, such fact;④ Fact that there is no obligation under FIEA to make disclosure in respect of the securities thatare handled under Electronic-based Application Type Electronic Public Offering Service, etc.;⑤ If the documents set forth in Paragraphs 1 and 2 of Article 36, that are to be prepared byBusiness Operator, have not been externally audited by a certified public accountant or audit
corporation, such fact;⑥ If there may be a situation where all or a part of distribution constitute a partial return ofprincipal, such fact;⑦ If liquidity of the securities that are handled under Electronic-based Application TypeElectronic Public Offering Service, etc. is extremely low, such fact;⑧ If termination of Agreement Pertaining to Equity in Invested Business prior to the terminationof the Invested Business is prohibited or restricted, such fact and the details of such
restriction;⑨ With regard to the securities that are handled under Electronic-based Application TypeElectronic Public Offering Service, etc., if there is a possibility that even if the relevant
securities are sold or purchased, such transfer of rights may not be recognized by Business
Operator, such fact;⑩ Existence of the risk that the value of the securities acquired by customer may decline somuch that, for example, the value could even be lost;⑪ Fact that Regular Member cannot, by means of telephone call or making a visit, respond toinvestor’s inquiry regarding the securities that are handled under Electronic-based Application
Type Electronic Public Offering Service, etc. or regarding their issuer;⑫ Fact that Electronic Public Offering Member cannot respond to investor’s inquiry regarding
the securities that are handled under Type II Small-Amount Electronic Public Offering
Service or regarding their issuer, by any other means than those provided for under any of theItems of Article 6-2 of Office Order on Financial Instruments Business;⑬ Method of communication to be used when customer makes inquiry to Regular Member orElectronic Public Offering Member regarding Electronic-based Application Type Electronic
Public Offering Service, etc.;⑭ If Regular Member or Electronic Public Offering Member is to pay subscription money toBusiness Operator pursuant to the provision of Paragraph 2 of Article 33, such fact;⑮ Fact that Regular Member or Electronic Public Offering Member will provide customers withthe documents set forth in Paragraphs 1 and 2 of Article 36, that are to be prepared byBusiness Operator, on a screen dedicated to customers on Website, etc. operated by therelevant Regular Member or Electronic Public Offering Member;

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⑯ If existence of any interest can be recognized in the relationship between Business Operator

and Regular Member or Electronic Public Offering Member, its details;⑰ If Article 20 is applicable, such fact;⑱ Method of withdrawing application to conclude Agreement Pertaining to Equity in Invested

Business or cancelling such Agreement pursuant to Article 35, and the method of making
refund in such event;⑲ Risks associated with making investment in the securities handled under Electronic-based
Application Type Electronic Public Offering Service, etc.; and⑳ Fact that, in conducting Type II Small-Amount Electronic Public Offering Service, Electronic

Public Offering Member is subject to a restriction that the “individual payment amount” forthe securities to be acquired by a customer is limited to the amount which meets therequirement set forth in Article 15-10-3, Item 2 of the Order for Enforcement.
3. With regard to the matters set forth in Items ④ through ⑩, Item ⑭ and Item ⑲ of thepreceding Paragraph, each Regular Member and Electronic Public Offering Member must
implement measures similar to the measure provided for in Article 146-2, Paragraph 2 of Office
Order on Financial Instruments Business.

(Delivery of Document to be Delivered Prior to Conclusion of Contract)
Article 6.
1. When delivering the document which is required to be delivered prior to concluding the contract
in conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must also state in such document thematters set forth in each Item of Paragraph 2 of the preceding Article (limited to all applicablematters; the same shall apply hereinafter).
2. In the case of the preceding Paragraph, measures similar to the measure provided for in Article
79, Paragraph 2 of Office Order on Financial Instruments Business must be implemented in
respect of the matters provided for in Paragraph 3 of the preceding Article.

(Posting of Signs)
Article 7.
Each Regular Member and Electronic Public Offering Member must indicate, on Website operated
by the relevant Regular Member or Electronic Public Offering Member, the matters which must be
indicated on the signs set forth in Article 36-2, Paragraph 1 of FIEA pursuant to the provision of thesaid Paragraph.

(Observance of Rules Concerning Advertisement, etc.)
Article 8.

5Each Regular Member and Electronic Public Offering Member must conduct Electronic-based
Application Type Electronic Public Offering Service, etc. by observing the provisions of “Rules
Concerning Representation of Advertisement, etc. and Offer of Premiums.”

Chapter 3. Provisions Regarding Prohibition, etc.
(Prohibition of Making a Visit and Telephone Call, etc.)
Article 9.
1. With regard to the securities handled under Electronic-based Application Type Electronic Public
Offering Service, etc., Regular Member must not perform any of the acts set forth in Article 2,
Paragraph 8, Item 9 of FIEA by making a visit or telephone call to any customer.
2. Electronic Public Offering Member must not conduct handling of Public Offering or handling of
Private Placement by any other means than Type II Small-Amount Electronic Public Offering
Service.
(Restriction on Acts Involving Parent Corporation, etc. or Subsidiary Corporation, etc. ofRegular Member or Electronic Public Offering Member)
Article 10.
Each Regular Member and Electronic Public Offering Member must not perform Electronic-based
Application Type Electronic Public Offering Service, etc.in respect of the securities issued by parent
corporation, etc. or subsidiary corporation, etc. of the relevant Regular Member or Electronic Public
Offering Member.

Chapter 4. Transaction(Suitability of Customer)
Article 11.
1. In conducting Electronic-based Application Type Electronic Public Offering Service, each
Regular Member and Electronic Public Offering Member must always assign primary
importance to securing the trust of the customers and devote itself to taking customer-centeredbusiness stance by complying with FIEA, other laws and regulations, as well as the Articles ofIncorporation and other rules (including the detailed regulations, guidelines, resolutions, etc.
thereunder; hereinafter referred to as the “Laws and Regulations, etc.”).
2. Each Regular Member and Electronic Public Offering Member must perform Electronic-based
Application Type Electronic Public Offering Service, etc. appropriately in the light of theknowledge, experience, situation of assets, objective of concluding contract for financial
instruments transaction, and other similar matters concerning its customer.
(Standard for Commencing Transaction)
Article 12.

6For conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must prescribe the standard concerning
customers for commencing transaction, and conclude contract for financial instruments transaction
with the customers who have met such standard.
(Indication for Imprinting the Principle of Self-Responsibility)
Article 13.
When conducting Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must indicate to its customers, by using
Website, etc. operated by the relevant Regular Member or Electronic Public Offering Member, thatthey should transact on financial instruments at their own judgment and responsibility.

(Upper Limit of Amount to be Raised, etc. under Type II Small-Amount Electronic Public
Offering Service)
Article 14.
1. In conducting Type II Small-Amount Electronic Public Offering Service, each Electronic Public
Offering Member must keep the “total amount of issue price” in respect of the deemed securities
pertaining to Public Offering or Private Placement by one Business Operator, which is
calculated based on the calculation method provided for in Article 16-3, Paragraph 1 of Office
Order on Financial Instruments Business, below 100 million yen.
2. In conducting Type II Small-Amount Electronic Public Offering Service, each Electronic Public
Offering Member must keep the “individual payment amount” per one customer against one
Business Operator’s deemed securities pertaining to Handling of Public Offering or Private
Placement, which is calculated based on the calculation method provided for in Article 16-3,
Paragraph 2 of Office Order on Financial Instruments Business, at 500,000 yen or less.
3. In order to comply with the provisions of the preceding two Paragraphs, each Electronic Public
Offering Member must develop its internal system for executing such necessary and appropriate
measures as checking with such one Business Operator in advance.
(Indication of Prohibition or Restriction of Termination Before Agreed Term)
Article 15.
With regard to Electronic-based Application Type Electronic Public Offering Service, etc., if
termination before the agreed term is prohibited or restricted until the termination of the businessbecause of the nature of Invested Business or by Agreement Pertaining to Equity in Invested
Business, each Regular Member and Electronic Member must indicate such fact by using Website,
etc. operated by the relevant Regular Member or Electronic Public Offering Member.
(Prohibited Acts)
Article 16.
When soliciting investment in performing the acts set forth in Article 2, Paragraph 8, Item 9 of
FIEA in respect of the securities handled under Electronic-based Application Type Electronic Public
Offering Service, etc., Regular Member must not commit any of the acts listed below:

7(1) Act of providing a customer with false information concerning the conclusion of anagreement or solicitation thereof;(2) Act of making a promise to a customer to provide special benefit;(3) Act of making a promise to a customer to bear all or a part of the losses, or to add all or apart of the profits;(4) Act of providing a customer with conclusive evaluation on uncertain matters or withinformation that misleads the customer into believing the certainty of such matters;(5) Act of solicitation, which is deemed inappropriate in the light of the customer’s knowledge,
investment experience, investment objective/motive, financial condition and the like, andwhich has resulted in, or could result in, insufficient protection of the customer;(6) Act of using fraudulent means or committing assault or intimidation; and(7) Act of making misrepresentation, or misleading representation on important matters,
concerning an agreement or solicitation thereof.
(Prohibition of Name Lending)
Article 17.
In Electronic-based Application Type Electronic Public Offering Service, etc. conducted by Regular
Member or Electronic Public Offering Member, the relevant Regular Member or Electronic Public
Offering Member must not have another person engage in Electronic-based Application TypeElectronic Public Offering Service, etc. under the name of such Regular Member or Electronic
Public Offering Member.
(Entrustment of Handling of Public Offering or Private Placement under Electronic-based
Application Type Electronic Public Offering Service, etc. to Other Regular Member, etc.)
Article 18.
1. When Regular Member is to entrust Handling of Public Offering or Private Placement in respectof the securities handled under Electronic-based Application Type Electronic Public Offering
Service, etc. to other Financial Instruments Business Operator or Registered Financial
Institution, the relevant Regular Member must confirm that such other Financial Instruments
Business Operator or Registered Financial Institution is a Regular Member of the Association or
has set up a system to observe its internal rules the contents of which conform to the Articles ofIncorporation and other rules of the Association.

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2. When Regular Member is to execute the entrustment of Handling of Public Offering or Private
Placement referred to in the preceding Paragraph, the relevant Regular Member must separately
conclude agreement concerning Handling of Public Offering or Private Placement withFinancial Instruments Business Operator or Registered Financial Institution which is theentrustee.
3. The agreement provided for in the preceding Paragraph must stipulate that Financial Instruments
Business Operator or Registered Financial Institution which is the enstruee is obligated to
explain to the customers that it is performing Handling of Public Offering or Private Placement
based on entrustment from the relevant Regular Member.

(Terms of Purchase by Officers, Employees, etc. of Regular Member and Electronic Public
Offering Member, and Their Disclosure)
Article 19.
1. Each Regular Member and Electronic Public Offering Member must make sure that the terms ofpurchase by its officer, employee, etc. of the securities that are subjects of Handling of Public
Offering or Private Placement it performs under Electronic-based Application Type Electronic
Public Offering Service, etc. are not more favorable than the terms for customers.
2. Each Regular Member and Electronic Public Offering Member must indicate the terms ofpurchase referred to in the preceding Paragraph by Website, etc.

(Indication of Fees, etc. by Website, etc. for Handling of Public Offering or Private Placementfor Recommending Specific Deemed Securities)
Article 20.
In performing Electronic-based Application Type Electronic Public Offering Service, etc., if
Regular Member or Electronic Public Offering Member has decided, pursuant to agreement with
Business Operator, to make recommendation for purchasing specific deemed securities and makeindication by Website, etc. for the objective of, among others, promoting subscription for suchsecurities, until the termination of the subscription period in respect of the Handling of Public
Offering or Private Placement (if the subscription period was extended, until the termination of suchextended subscription period), and to collect additional fees, etc. from the relevant Business
Operator for making such indication, it must indicate details thereof by Website, etc.
Chapter 5. Exclusion of Antisocial Forces(Contractual Provisions for Exclusion of Antisocial Forces)
Article 21.

9Each Regular Member and Electronic Public Offering Member must prescribe the matters set forthin the following Items in Agreement for Handling of Public Offering or Private Placement and in
Agreement for Entrustment of Business, etc.:(1) Business Operator must firmly assure to the effect that it is not an Antisocial Force(referring to the “Antisocial Force” provided for in Article 2 of “Rules Concerning
Blocking of Relationship with Antisocial Forces”; the same shall apply hereinafter);(2) In the event the firm assurance referred to in the preceding Item is deemed to be false,
Agreement for Handling of Public Offering or Private Placement and Agreement for
Entrustment of Business, etc. shall be terminated upon request made by the relevant
Regular Member or Electronic Public Offering Member; and(3) In the event Business Operator is deemed to fall under the Antisocial Forces, Agreementfor Handling of Public Offering or Private Placement and Agreement for Entrustment of
Business, etc. shall be terminated upon request made by the relevant Regular Member orElectronic Public Offering Member.
(Exclusion of Antisocial Forces)
Article 22.
1. If Business Operator is deemed to fall under the Antisocial Forces or found to have any
relationship with the Antisocial Forces, Regular Member and Electronic Public Offering
Member must not conclude Agreement for Handling of Public Offering or Private Placement
and Agreement for Entrustment of Business, etc.
2. In the event Business Operator is deemed to fall under the Antisocial Forces after Agreement for
Handling of Public Offering or Private Placement or Agreement for Entrustment of Business,
etc. was concluded, the relevant Regular Member or Electronic Public Offering Member must
not perform any contractual act under Agreement for Handling of Public Offering or Private
Placement or Agreement for Entrustment of Business, etc.
Chapter 6. Development of System for Handling of Public Offering or Private Placement(Securing Independence of Examination Regarding Handling of Public Offering or Private
Placement)
Article 23.
1. Each Regular Member and Electronic Public Offering Member must secure personnel structure
which can properly execute Electronic-based Application Type Electronic Public Offering
Service, etc., and must satisfy all of the requirements set forth below for performing theexamination provided for in Article 28:(1) Establish a section which is dedicated to performing the examination;(2) Employee who executes the examination operation (hereinafter referred to as “Examiner”)

must not engage in a work to promote Handling of Public Offering or Private Placement(sales operation); and
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(3)

Person in charge of the examination section must not be in charge of a section promoting
Handling of Public Offering or Private Placement (sales section).

2. Each Regular Member and Electronic Public Offering Member shall be deemed to satisfy therequirements provided for in the preceding Paragraph if it satisfies all of the requirements set
forth below:(1) Examiner does not engage in any work to promote Handling of Public Offering or Private
Placement (sales operation) which is the subject of the relevant case of examination;(2) With regard to all cases of examination, the decision of whether Handling of Public Offeringor Private Placement should be performed is made by the council which consists of two or
more managers, etc. including Type II Business Internal Control Supervisory Manager; and(3) Type II Business Internal Control Supervisory Manager analyzes and evaluates theimportance of materials and information pertaining to the decision on Handling of Public
Offering or Private Placement, and thereby checks the appropriateness of the process ofmaking the decision on whether to perform Handling of Public Offering or Private
Placement.
(Preparation of Internal Rules and Internal Manuals Concerning Examination)
Article 24.
1. For performing the examination concerning Handling of Public Offering or Private Placement,each Regular Member and Electronic Public Offering Member must set forth the Matters to be
Examined (referring to the “Matters to be Examined” that are provided for in Article 29; thesame shall apply hereinafter) as its internal rules.
2. Each Regular Member and Electronic Public Offering Member must prepare its internal manuals
concerning the procedures for performing examination of the Matters to be Examined.
3. If the Association so requests, each Regular Member and Electronic Public Offering Member
must submit to the Association its internal rules and internal manuals provided for in thepreceding two Paragraphs.

(Improving Internal Rules, etc.)
Article 25.
Each Regular Member and Electronic Public Offering Member must properly review the contentsof its internal rules and internal manuals referred to in the preceding Article and make
improvements on them.

(Preparation and Retention of Internal Records)
Article 26.

111. Each Regular Member and Electronic Public Offering Member must, when it has performed
Electronic-based Application Type Electronic Public Offering Service, etc., prepare and retain
the records set forth in the following Items:(1) Records of the materials and information collected during the examination concerning
Handling of Public Offering or Private Placement (limited to those that are deemed toaffect decision on the relevant Handling of Public Offering or Private Placement), and of
the analyses and assessments of such materials and information; and(2) Records of the materials and information which served as the basis of the decision to
perform Handling of Public Offering or Private Placement, and of the process of forming
such decision.
2. In the case of the preceding Paragraph, with regard to the records pertaining to Article 181(Books and Documents Related to Business), Paragraph 1, Item 5 (a) of Office Order on
Financial Instruments Business, each Regular Member and Electronic Public Offering Member
must observe the duration of retention provided for in Paragraph 3 of the said Article.

(Check on Compliance with Internal Rules, etc.)
Article 27.
Each Regular Member and Electronic Public Offering Member must periodically inspect the statusof compliance with its internal rules prescribed in Paragraph 1 of Article 24 and its internal manuals
prescribed in Paragraph 2 of the said Article.

Chapter 7. Execution of Appropriate Examination Concerning Handling of Public Offering or
Private Placement(Appropriate Examination Concerning Handling of Public Offering or Private Placement)
Article 28.
1. For performing Electronic-based Application Type Electronic Public Offering Service, etc.,
Examiner of each Regular Member and Electronic Public Offering Member must appropriately
execute examination of the Matters to be Examined concerning Handling of Public Offering or
Private Placement.
2. In order to examine the Matters to be Examined, Examiner of each Regular Member andElectronic Public Offering Member must send Business Operator in writing the details which
need to be checked and strive to receive such details in writing, and must interview the relevant
Business Operator as necessary.
(Matters to be Examined)
Article 29.
1. For performing Handling of Public Offering or Private Placement under Electronic-based
Application Type Electronic Public Offering Service, etc., each Regular Member and Electronic
Public Offering Member must appropriately execute examination of each Matter to be

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Examined, in accordance with the types of securities set forth in each of the following Items andthe substance of the Invested Business pertaining to such securities.
(1) Rights, etc. that are based on partnership agreement, silent partnership agreement, limited
partnership agreement for investment or limited liability partnership agreement, and fallunder the requirements set forth in Article 2, Paragraph 2, Item 5 of FIEA (including therights that are based on foreign laws and regulations, and are similar to the rights
aforementioned), as well as the rights, etc. that are membership rights in respect of generalpartnership company or limited partnership company, or membership rights in respect oflimited liability company, and fall under the requirements set forth in Article 2, Paragraph2, Item 3 of FIEA (including the membership rights in respect of foreign corporations thathave the characteristics of the rights aforementioned):
・Eligibility as a person procuring funds;
・Financial conditions and business performance;・Plan and prospects of the business;
・Examination concerning the risks associated with the business;
・Amount of fund to be procured, and its use;・Status of existence of any interest in the relationship between Business Operator andRegular Member or Electronic Public Offering Member;・Situation of accounting (including the situation of separate management);
・If fund was procured by issuing deemed securities within the past one year, the subsequent
state of affairs;・System for proper provision of information; and・Any other matters that are deemed necessary.
(2)

Beneficial interests in trust (including the rights against foreign person that have thecharacteristics of the interests aforementioned):
・Eligibility for fund procurement;
・Examination of the risks associated with the business;
・Amount of fund to be procured, and its use;・Status of existence of any interest in the relationship between Business Operator andRegular Member or Electronic Public Offering Member;・Situation of accounting (including the situation of separate management);
・If fund was procured by issuing deemed securities within the past one year, the subsequent
state of affairs;・Status of conformity between the assets that are scheduled to be included and theinvestment policy;
・Prospect of the revenue from the assets that are scheduled to be included;・System for proper provision of information; and・Any other matters that are deemed necessary.

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2. Details concerning the Matters to be Examined that are set forth under each Item of thepreceding Paragraph must be prescribed in the relevant Detailed Regulations.
(Thorough Implementation of Separate Management)
Article 30.
In respect of the rights set forth in Article 2, Paragraph 2, Items 5 through 7 of FIEA, each Regular
Member and Electronic Public Offering Member must confirm either that the money (including
those designated as being similar to money in Article 1-3 of the Order for Enforcement and thosethat are deemed as money pursuant to the provision of Article 2-2 of FIEA; the same shall apply
hereinafter except for in Article 33) invested or contributed by customers in relation to Electronicbased Application Type Electronic Public Offering Service, etc. is managed separately from the
proprietary assets of the person who conducts the relevant business which is to be operated by using
such money, and from the assets pertaining to any other business conducted by such person, or that
there is no risk of such money not being managed in such manner.
(Prohibition of Electronic-based Application Type Electronic Public Offering Service, etc.
When Money Is Being Misappropriated)
Article 31.
Regular Member and Electronic Public Offering Member must not perform Electronic-based
Application Type Electronic Public Offering Service, etc. in respect of the rights set forth in Article
2, Paragraph 2, Items 5 through 7 of FIEA knowing that the money invested or contributed bycustomers in relation to Electronic-based Application Type Electronic Public Offering Service is not
being allocated to the business which is to be operated by allocating such money to it.
Chapter 8. Conclusion of Agreements(Conclusion of Agreements with Business Operator)
Article 32.
1. For Performing Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must conclude the following
agreements in advance with Business Operator:(1) Agreement concerning Handling of Public Offering or Private Placement; and(2) Agreement concerning entrustment of business, etc. pertaining to the Invested Business inrespect of the securities that are the subjects of Handling of Public Offering or Private
Placement.
2. For concluding the agreements set forth in each Item of the preceding Paragraph, each Regular
Member and Electronic Public Offering Member must confirm that the provisions required underthese Rules are included in those agreements.
Chapter 9. Subscription for Securities Pertaining to Public Offering or Private Placement(Management of Subscription Money, etc.)
Article 33.

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1. In respect of Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member (limited to the case where the amountof the stated capital or the total amount of investment of the relevant Regular Member orElectronic Public Offering Member is 50 million yen or more and it performs “Act ofManagement of Specified Securities, etc.”) must manage customers’ subscription money andother money pertaining to investment or contribution pursuant to the methods provided for in
Article 16, Paragraph 1, Item 14-2 of Cabinet Office Order on Definitions under Article 2 of the
Financial Instruments and Exchange Act, until the target amount of fund to be procured set by
Business Operator is reached.
2. Even if the target amount of fund to be procured referred to in the preceding Paragraph has notbeen reached, if Business Operator’s Invested Business is to be commenced pursuant toAgreement Pertaining to Equity in Invested Business (in the case where Invested Business has
already been commenced, including the case where the relevant Invested Business is to continue
to be conducted by using the money to be invested or contributed to such Invested Business),the relevant Regular Member or Electronic Public Offering Member must pay the subscription
money to the relevant Business Operator.
3. Each Regular Member and Electronic Public Offering Member must prescribe in Agreement for
Handling of Public Offering or Private Placement how to handle the case, among others, where
the target amount of fund to be procured was not reached or exceeded during the subscription
period set by Business Operator, and take measures that are necessary in order not to cause
misunderstanding of customers regarding such handling.
4. Each Regular Member and Electronic Public Offering Member must indicate details of thematters referred to in the preceding three Paragraphs by using Website, etc. operated by therelevant Regular Member or Electronic Public Offering Member.
(Handling of Subscription Money When Subscription Money Is Not Managed)
Article 34.
1. Each Regular Member and Electronic Public Offering Member (limited to the case where it
does not perform “Act of Management of Specified Securities, etc.”) must prescribe inAgreement for Handling of Public Offering or Private Placement that customers should not
remit subscription money or any other money pertaining to investment or contribution to
Business Operator until the target amount of fund to be procured set by Business Operator isreached.
2. Each Regular Member and Electronic Public Offering Member must indicate details of thematter referred to in the preceding Paragraph by using Website, etc. operated by the relevant
Regular Member or Electronic Public Offering Member.

(Withdrawal of Subscription Pertaining to Public Offering or Private Placement, andCancellation of Agreement)

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Article 35.
1. Each Regular Member and Electronic Public Offering Member must confirm in Agreement
Pertaining to Equity in Invested Business which is to be concluded between customer andBusiness Operator that, until 8 days elapse from the day (inclusive) on which the customer
subscribed in Public Offering or Private Placement in relation to Electronic-based Application
Type Electronic Public Offering Service, etc., the customer is entitled to withdraw the relevant
subscription in Public Offering or Private Placement, or cancel the agreement pertaining to such
subscription.
2. Each Regular Member and Electronic Public Offering Member must confirm that Agreement
Pertaining to Equity in Invested Business, which is to be concluded between customer andBusiness Operator, prescribes the refund method in the event the customer has already paid thesubscription amount in the situation referred to in the preceding Paragraph.
3. Each Regular Member and Electronic Public Offering Member must indicate details of thematters referred to in the preceding two Paragraphs by using Website, etc. operated by therelevant Regular Member or Electronic Public Offering Member.

Chapter 10. Provision of Information to Customers(Provision of Information by Issuer, Viewing)
Article 36.
1. Each Regular Member and Electronic Public Offering Member must confirm that Agreement for
Entrustment of Business, etc. and Agreement Pertaining to Equity in Invested Business stipulate
to the effect that Business Operator must properly provide the information set forth in each of
the following Items to the customers who have made investment, each time when theaccounting period of Invested Business ended (if the accounting period of the relevant Businessexceeds one year, at least once a year, and including the time at which distribution is stipulated
to be made in these Agreements); provided, however, that except for the provision of
information at the time upon which distribution is stipulated to be made in these Agreements,and except for the provision of information at the end of the final accounting period, theforegoing does not apply if the fact that distribution will not be made for a period longer than
one year is stipulated in Agreement for Entrustment of Business, etc. and Agreement Pertaining
to Equity in Invested Business, and such fact is also indicated by using Website, etc. of therelevant Regular Member or Electronic Public Offering Member, and the progress of Invested
Business is indicated periodically by using such Website, etc.
① General condition of Invested Business, use of the invested money (including those
designated as being similar to money in Article 1-3 of the Order for Enforcement andthose that are deemed as money pursuant to the provision of Article 2-2 of FIEA; thesame shall apply hereinafter), situation of sales, and other conditions regarding cash flow
during the accounting period.
② Following matters concerning distribution and redemption during the accounting period:(a) whether there was any distribution or redemption made during the accounting period;(b) amount of distribution and redemption during the accounting period; and16

(c) amount of distribution and redemption per unit during the accounting period.
③ Fact that books and money received in relation to the sales pertaining to Invested

Business are to be reviewed (limited to the review to be conducted by a certified public
accountant, a person who has passed the certified public accountant examination, or
licensed tax accountant).
2. In the event the situation falls under any of the cases described in the following Paragraph, each
Regular Member and Electronic Public Offering Member must confirm that Agreement for
Entrustment of Business, etc. and Agreement Pertaining to Equity in Invested Business stipulate
to the effect that Business Operator must properly provide, each time when the accounting
period of Invested Business ended (if the accounting period of the relevant Business exceeds
one year, at least once a year), the information set forth in each of the following Items to thecustomers who have made investment:①

Information set forth in each Item of the preceding Paragraph;②

Amount of invested money, and amount of invested money per unit, as of the last day of
the accounting period;③

Balance sheet and profit and loss statement of Business Operator, or any otherdocuments in lieu thereof;④

If the documents provided for in the preceding Item have been audited by a certified
public accountant or audit corporation, a copy of audit report pertaining to such audit;
and⑤

If the documents provided for in Item ③ have not been audited by a certified public

account or audit corporation, such fact.
3. The cases mentioned in the main text of the preceding Paragraph refer to the cases set forth in
the following Items:① When the total amount of issue price of the deemed securities pertaining to Public
Offering or Private Placement of one Business Operator, which is calculated inaccordance with the calculation method provided for in Article 16-3, Paragraph 1 of
Office Order on Financial Instruments Business, becomes 100 million yen or more; or② When the “individual payment amount” per customer for the deemed securities
pertaining to Public Offering or Private Placement of one Business Operator, which is
calculated in accordance with the calculation method provided for in Article 16-3,
Paragraph 2 of Office Order on Financial Instruments Business, becomes 5 million yen
or more.
4. Each Regular Member and Electronic Public Offering Member must confirm that, in the eventthe total amount of issue price referred to in Item① of the preceding Paragraph becomes 500
million yen or more, or the “individual payment amount” per customer referred to in Item ② ofthe preceding Paragraph becomes 5 million yen or more, Agreement for Entrustment of
Business, etc. and Agreement Pertaining to Equity in Invested Business stipulate to the effect17

that Business Operator must have the documents set forth in Item ③ of Paragraph 2 audited
externally by a certified public accountant or audit corporation.
5. Each Regular Member and Electronic Public Offering Member must, pursuant to Agreement for
Entrustment of Business, etc., demand Business Operator to provide the information referred toin the preceding four Paragraphs, and make such information available for customers’ viewing,
during the term of Agreement for Entrustment of Business, etc., on a screen dedicated tocustomers on Website operated by the relevant Regular Member or Electronic Public Offering
Member.
(Prohibition of Reproduction of Information)
Article 37.
Each Regular Member and Electronic Public Offering Member must strive to make it thoroughly
known, based on Agreement Pertaining to Equity in Invested Business, that customers must not,without Business Operator’s permission, make reproduction, etc. of the information regarding
Invested Business which is provided on a screen dedicated to customers.
Chapter 11. (Deleted)
Articles 38 through 44 (Deleted)

Chapter 12. Customer Management, etc.
(Customer Management Record, Identification Record, etc.)
Article 45.
1. With regard to Electronic-based Application Type Electronic Public Offering Service, etc., each
Regular Member and Electronic Public Offering Member must prepare and retain customer
management record describing the customer’s trade name, name or individual name, location or
address, birthdate (only if the customer is a natural person), occupation (only if the customer is anatural person), investment experience, investment objective/motive, financial condition,
objective of concluding contract for financial instruments transaction, and other matters that arenecessary for the purpose of managing customers.
2. Each Regular Member and Electronic Public Offering Member referred to in the preceding
Paragraph must designate a person responsible for notifying the suspicious transaction pursuant
to the provision of Article 8, Paragraph 1 of “Act on Prevention of Transfer of Criminal
Proceeds,” and strive to develop its internal control system in order to prevent transfer ofcriminal proceeds and to prevent financing terrorism.
3. Each Regular Member and Electronic Public Offering Member must properly manage theinformation collected in order to prepare customer management record, identification record and18

transaction record, and must not leak such information to other person without the relevant
customer’s consent.

Chapter 13. Reporting(Report on Handling of Public Offering, etc.)
Article 46.
1. Each Regular Member and Electronic Public Offering Member must report to the Association
when it performed Electronic-based Application Type Electronic Public Offering Service, etc.
2. The Association shall put together the contents of the report referred to in the preceding
Paragraph and publish its summary.
3. Specific details of the matters set forth in the preceding two Paragraphs shall be prescribed in
the relevant detailed regulations.

Chapter 14. System Development(Management of Systems Including Website, etc.)
Article 47.
Each Regular Member and Electronic Public Offering Member must adequately manage Website,
etc. operated by the relevant Regular Member or Electronic Public Offering Member and any othersystems used for Electronic-based Application Type Electronic Public Offering Service, etc. inorder to achieve smooth and appropriate operation of Electronic-based Application Type Electronic
Public Offering Service, etc.
Chapter 15. Internal Rules, etc.
(Preparation of Internal Rules)
Article 48.
Each Regular Member and Electronic Public Offering Member must establish internal rules
pertaining to internal control system and make its officers and employees comply with such rules inorder to achieve appropriateness of Electronic-based Application Type Electronic Public Offering
Service, etc. and thereby contribute to protection of investors.

(Detailed Regulations, etc.)
Article 49.
Matters that are necessary in relation to Electronic-based Application Type Electronic Public
Offering Service, etc. shall be determined in accordance with these Rules, the relevant detailed
regulations, and “Guideline Concerning Electronic-based Application Type Electronic Public
Offering Service, etc.”

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Supplementary Provisions (May 26, 2015)
1. These Rules shall become effective from the date (May 29, 2015) provided for in the main textof Article 1 of the Supplementary Provisions of the Act for Amendment of the Financial
Instruments and Exchange Act (2014, Act No. 44).
2. These Rules shall be applied to the acts set forth in Article 2, Paragraph 8, Item 9 of FIEA
performed under Electronic-based Application Type Electronic Public Offering Service, etc.
which was newly conducted by Regular Member or Electronic Public Offering Member on orafter the effective date (with regard to any Regular Member, only after it applied for theregistration of change pertaining to Electronic Public Offering Service provided for in Article
31, Paragraph 4 of FIEA, and the relevant registration of change was effected).

Supplementary Provisions (August 4, 2020)
This amendment shall become effective from August 6, 2020.
(Note) Amended provisions are as follows:(1) Amended Items (1) and (6) of Article 2;(2) Amended ⑳ of Paragraph 2 of Article 5;(3) Amended Article 10;(4) Amended Article 30;(5) Amended Article 33; and(6) Amended ① of Paragraph 1 of Article 36.
Supplementary Provisions (December 17, 2020)
This amendment shall become effective from January 1, 2021.
(Note) Amended provisions are as follows:
Deleted Articles 38 through 44.
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 shall be
dealt with in accordance with the original Japanese text.

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