DETAILED RULES RELATING TO THE RULES CONCERNING
UNDERWRITING, ETC. OF SECURITIES(April 24, 1996)(Purpose)
Article 1 These Detailed Rules shall prescribe the matters deemed necessary with respect to theenforcement of the Rules Concerning Underwriting, Etc. of Securities (hereinafter referred to as the“Rules”).
(Conclusion of Contract)
Article 2 The contract prescribed in Article 9, Paragraph 2, Item 1 of the Rules (including cases where
this shall apply mutatis mutandis to Article 11-2, Paragraph 1 of the Rules) must set forth thefollowing matters:(1) A Lead Managing Regular Member Underwriter and an Independent Managing Regular Member
Underwriter shall cooperate with each other for fair and sufficient Underwriting Examination
concerning the public offering of Share Certificates, Real Estate Investment Trust Certificates(limited to the investment securities set forth in Article 2, Paragraph 1, Item 11 of the Financial
Instruments and Exchange Act (hereinafter referred to as the “FIEA”; the same shall apply
hereinafter from this Article to Article 5), Infrastructure Funds (limited to the investment
securities set forth in the same Item of the FIEA; the same shall apply hereinafter from this
Article to Article 5), Share Option Certificates, Investment Equity Subscription Right Certificates,
Bonds with Share Options, or Corporate Bond Certificates, etc. by the issuer;(2) An Independent Managing Regular Member Underwriter shall have the authorization equivalent
to those held by a Lead Managing Regular Member Underwriter in terms of the conduct ofadministrative procedures and express its opinion on the adequacy of Underwriting Examination
to the issuer or externally;(3) An Issuer shall give the same information as that given to a Lead Managing Regular Member
Underwriter to an Independent Managing Regular Member Underwriter, and respond to thehearing requested by the Independent Managing Regular Member Underwriter;(4) A Lead Managing Regular Member Underwriter shall provide an Independent Managing Regular
Member Underwriter with the details of the Underwriting Examination as necessary;(5) A Lead Managing Regular Member Underwriter shall consult with an Independent Managing
Regular Member Underwriter to determine fair and proper issue price, etc. of Share Certificates,
Real Estate Investment Trust Certificates, Infrastructure Funds, Share Option Certificates,
Investment Equity Subscription Right Certificates, Bonds with Share Options, and Corporate
Bond Certificates, etc., and provide the Independent Managing Regular Member Underwriterwith the state of investors’ demand;(6) A Lead Managing Regular Member Underwriter shall consult with an Independent Managing
Regular Member Underwriter to have a fair and proper issue price, etc. of Share Option
Certificates, Investment Equity Subscription Right Certificates, Bonds with Share Options, orCorporate Bond Certificates, etc. (hereinafter referred to as the “Bonds with Share Options,etc.”) prescribed in Article 2, Item 11 of the Rules, and provide the Independent Managing

1Regular Member Underwriter with the necessary information;(7) If an Independent Managing Regular Member Underwriter judges, in the course of Underwriting
Examination for public offering of Share Certificates, Real Estate Investment Trust Certificates,
Infrastructure Funds, or Bonds with Share Options, etc., that the details of the Underwriting
Examination conducted by a Lead Managing Regular Member Underwriter and/or the issue price,
etc. of Share Certificates, Real Estate Investment Trust Certificates, Infrastructure Funds, orBonds with Share Options, etc. determined by a Lead Managing Regular Member Underwriter
are inappropriate, and as a result, decides not to underwrite, the Underwriting of public offeringof such Share Certificates, Real Estate Investment Trust Certificates, Infrastructure Funds, orBonds with Share Options, etc. shall be cancelled;(8) Matters prescribed in each Item of Article 11 of the Rules;(9) A Lead Managing Regular Member Underwriter and an Independent Managing Regular Member
Underwriter shall prepare a document to prove that the contract provisions from Items 1 through8 are surely and sufficiently performed by the day immediately following the payment day of
public offering of Share Certificates, Bonds with Share Options, etc., Real Estate Investment
Trust Certificates, or Infrastructure Funds, or immediately if the public offering is cancelled, andretain it in five years at each side.
(Timing of Contract Conclusion)
Article 3 The contract on the Underwriting Examination procedures prescribed in Article 9, Paragraph2, Item 1 of the Rules (including cases where this shall apply mutatis mutandis to Article 11-2,
Paragraph 1 of the Rules) shall be concluded at least one month before the date of application forlisting in a Financial Instruments Exchange by the issuer in the case of Initial Public Offering of Share
Certificates, Real Estate Investment Trust Certificates or Infrastructure Funds, or 17 business days
before the issuance resolution date in the case of public offering of Share Certificates, Real Estate
Investment Trust Certificates, Infrastructure Funds, Share Option Certificates, Investment Equity
Subscription Right Certificates, or Bonds with Share Options issued by a listed issuer.
2. The contract on the Underwriting Examination procedures prescribed in Article 9, Paragraph 2, Item 1of the Rules shall be concluded at least 17 business days before the issuance resolution date in the caseof public offering of Corporate Bond Certificates, etc. (or at least 14 business days before the expected
effective date of issuance registration in the case of issuance registration of Corporate Bond
Certificates, etc. (or 14 business days before the expected conditions determination date if there is anunavoidable reason)).
(Commencement of Underwriting Examination by Independent Managing Regular Member
Underwriter)
Article 4 An Independent Managing Regular Member Underwriter (excluding an additional
Independent Managing Regular Member Underwriter prescribed in Article 11 of the Rules (including
cases where this shall apply mutatis mutandis to Article 11-2, Paragraph 1 of the Rules); the same shallapply hereinafter in this Article) shall commence the Underwriting Examination after the date agreed
with the Lead Managing Regular Member Underwriter and at least one month before the date of listing
application to a Financial Instruments Exchange by the issuer in the case of Initial Public Offering of
Share Certificates, Real Estate Investment Trust Certificates, or Infrastructure Funds, or 17 businessdays before the issuance resolution date in the case of public offering of Share Certificates, Real Estate
Investment Trust Certificates, Infrastructure Funds, or Bonds with Share Options, etc. issued by alisted issuer (or at least 14 business days before the expected effective date of issuance registration in
the case of issuance registration of Corporate Bond Certificates, etc. (or 14 business days before theexpected conditions determination date if there is an unavoidable circumstance)).

22. An Independent Managing Regular Member Underwriter shall commence the Underwriting
Examination after the date agreed with the Lead Managing Regular Member Underwriter and at least
17 business days before the issuance resolution date in the case of public offering of Corporate Bond
Certificates, etc. issued by the issuer other than listed issuer (or at least 14 business days before theexpected effective date of issuance registration in the case of issuance registration of Corporate Bond
Certificates, etc. (or 14 business days before the conditions determination date if there is anunavoidable circumstance)).
(Materials for Announcement, Etc.)
Article 5 Matters prescribed in the Detailed Rules that are set forth in Article 9, Paragraph 1, Item 3 of
the Rules shall be as follows:(1) When the issuer is the Parent Corporation, etc. or Subsidiary Corporation, etc. of a Regular
Member Underwriter, the fact that the Regular Member Underwriter became the Lead Managing
Regular Member Underwriter;(2) Concrete explanation about the relationship between the issuer and the Lead Managing Regular
Member Underwriter;(3) Details of measures to be taken for the purpose of not being influenced by the issuer when the
Lead Managing Regular Member Underwriter determines the Issue Price, etc.
2. Matters prescribed in the Detailed Rules that are set forth in Article 9, Paragraph 2, Item 5 of the Rules(including cases where this shall apply mutatis mutandis to Article 11-2, Paragraph 1 of the Rules)
shall be as follows:(1) When the issuer is the Parent Corporation, etc. or Subsidiary Corporation, etc. of a Regular
Member Underwriter, the fact that the Regular Member Underwriter (or, in cases where Article 9,
Paragraph 2, Item 5 of the Rules shall apply mutatis mutandis to Article 11-2, Paragraph 1 of theRules, the Regular Member Underwriter when the Regular Member Underwriter, as well as its
Parent Corporation, etc. or Subsidiary Corporation, etc., hold 15 percent of the voting rights ofall shareholders of the issuer) became the Lead Managing Regular Member Underwriter;(2) Concrete explanation about the relationship between the issuer and the Lead Managing Regular
Member Underwriter (or, in cases where Article 9, Paragraph 2, Item 5 of the Rules shall apply
mutatis mutandis to Article 11-2, Paragraph 1 of the Rules, the Lead Managing Regular Member
Underwriter, as well as its Parent Corporation, etc. or Subsidiary Corporation, etc., when the
Lead Managing Regular Member Underwriter, as well as the Parent Corporation, etc. or
Subsidiary Corporation, etc., hold 15 percent of the voting rights of all shareholders of theissuer);(3) Name of the Independent Managing Regular Member Underwriter who was properly engaged in
the determination of prices, etc. in the underwriting of public offering of Share Certificates, Real
Estate Investment Trust Certificates, Infrastructure Funds, or Bonds with Share Options, etc.;(4) Details of measures to be taken for the purpose of not being influenced by the issuer when the
Independent Managing Regular Member Underwriter determines the Issue Price, etc.;(5) Concrete method of determining the prices, etc.
(Individual Materials for Underwriting Examination)

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Article 6 Materials prescribed in the Detailed Rules that are set forth in Article 12, Paragraph 2 of theRules shall be as follows:(1) Purpose of use of the collected funds;(2) Expected balance sheet and expected cash flow table;(3) Company profile (position and share in the industry, industry trend, business summary, change ofbusiness, etc.);(4) Business condition and profit plan;(5) Accounting status (list of customers, list of suppliers, monthly orders received and sales, and listof affiliated companies, etc.)(6) Current financial condition and business performance (latest financial condition, list ofcontingent liabilities, current business performance, important subsequent event, current orders,and backlog of orders and sales, etc.)(7) Consideration about risk of business, etc.;(8) Other materials the Regular Member Underwriter deems necessary.
(Receipt of Underwriting Examination Materials)
Article 7 A Lead Managing Regular Member Underwriter shall receive the Underwriting Examinationmaterials prescribed in Article 12, Paragraph 2 of the Rules according to the following procedures:(1) When underwriting the public offering or secondary distribution for initial public offering, theUnderwriting Examination materials shall be received sufficiently in advance in order to conduct
the Underwriting Examination;(2) When underwriting the public offering or secondary distribution of securities issued by a listed
issuer, or Corporate Bond Certificates issued by a non-listed issuer, the Underwriting
Examination materials shall be, in principle, received 17 business days before the date ofresolution of issuance (or 14 business days before the effective date of issuance registration incase the issuance registration of Corporate Bond Certificates is made).
(Support from the Lead Managing Regular Member Underwriter to the Regular Member
Underwriters)
Article 8 Support from the Lead Managing Regular Member Underwriter to the Regular Member
Underwriters (excluding the Independent Managing Regular Member Underwriter; the same shallapply hereinafter in this Article) prescribed in Article 13, Paragraph 1 of the Rules shall be provided asfollows in principle:(1) If a Lead Managing Regular Member Underwriter underwrites the public offering or secondary
distribution for the initial public offering, it shall provide the materials set forth in each Item of
Article 6 to other Regular Member Underwriters 15 business days before the date of resolution of
the issuance.
(2) If a Lead Managing Regular Member Underwriter underwrites the public offering or secondary
distribution of securities issued by a listed issuer, or public offering or secondary distribution of
Corporate Bond Certificates, etc. issued by a non-listed issuer, it shall provide the materials set

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forth in each Item of Article 6 to other Regular Member Underwriters by the date of resolution of
the issuance.
(3) In the case of each Item above, if there is information that is deemed indispensable for other
Regular Member Underwriters to conduct the Underwriting Examination regarding the materials
disclosed by the issuer prescribed in Article 12, Paragraph 2 of the Rules, the Lead Managing
Regular Member Underwriter shall provide such information to other Regular Member
Underwriters in a timely manner.
(Details of Underwriting Examination Items for Initial Public Offering)
Article 9 In the case of the underwriting of a public offering or secondary distribution of Share
Certificates, Preferred Equity Investment Certificates, and Beneficiary Certificates of Foreign Share
Trust for an Initial Public Offering prescribed in Article 16, Paragraph 2 of the Rules, the details of theUnderwriting Examination Items shall be set forth in each Item below:(1) Eligibility for going public(a) Legitimacy and sociality of the business;(b) Management philosophy of the company, awareness regarding compliance and risk
management by the officers;(c) Whether it falls under anti-social forces, whether there is a relationship with anti-social forces,
and measures to eliminate them and their operating status;(d) Soundness of purpose of using the market at the listing.
(2) Soundness and independence of corporate management(a) Necessity of transactions with affiliated parties (including human-affiliated companies
prescribed in Article 1, Item 31(c) of the Cabinet Office Ordinance on the Disclosure of
Corporate Information, etc.), suitability of terms and conditions of the transaction with them;(b) Independence from a parent company, etc. (a parent company of the corporation, or the othercorporation of whom the corporation is an affiliated company; the same shall apply
hereinafter);(c) Structure of capital participation to affiliated companies and the control of such invested
companies.
(3) Business continuity management(a) Compliance with laws and regulations in its corporate activities and the development statusof the compliance system;(b) Protection of intellectual property that is necessary to promote the business, and infringementof the intellectual property of third parties;(c) Conclusion of important contracts/agreements for business continuity, and reservation ofrights.
(4) Corporate governance and internal administration system5(a) Validity of the corporate structure design (validity of the corporate structure design in thelight of the size of the company and its business risks);(b) Fulfillment of responsibilities by the representative directors, directors, and the board of
directors (or fulfillment of responsibilities by the representative executive officers andexecutive officers in the case of a Company with Nominating Committee, etc.);(c) Fulfillment of responsibilities by the auditors and the board of company auditors and theinternal audit function (or fulfillment of responsibilities by the board of directors, thenominating committee, the compensation committee, and the audit committee, and theinternal audit function, in the case of a Company with Nominating Committee, etc., or
fulfillment of responsibilities by the audit and supervisory committee and the internal audit
function, in the case of a Company with Audit and Supervisory Committee);(d) Operation and checking function of internal administration system (development oforganization and internal rules for management of receivables, budget management, labor
management, and system management, etc.).
(5) Financial condition and management performance(a) Soundness of the financial conditions and cash flow management;(b) Analysis of any change in the financial conditions and the business performance;(6) Forecast of business performance(a) Validity of the basis for preparing a profit plan;(b) Progress of the profit plan;(c) Growth potential and stability of the company;(d) Surplus distribution policy.
(7) Purpose of the use of the funds to be raised (or the purpose of the secondary distribution in thecase of a secondary distribution; the same shall apply hereinafter)(a) Appropriateness of purpose of use of the funds to be raised (appropriateness based on
consistency with the business plan);(b) Proper disclosure of purpose of use of the funds to be raised.
(8) Proper disclosure of the company’s business, etc.
(a) Adaptability to the statutory disclosure system and timely disclosure system(b) Appropriateness of the information disclosed, such as business risks and company
information, completeness of the scope of disclosure, and adequacy of the representation of
the disclosed information.
2. In the case of underwriting the Real Estate Investment Trust Certificates prescribed in Article 16,
Paragraph 2 of the Rules (limited to the investment securities set forth in Article 2, Paragraph 1, Item
11 of the FIEA; the same shall apply in this Article and the following Article) for an Initial Public
Offering, the details of the Underwriting Examination Items shall be set forth in each Item below:

6(1) Eligibility for going public(a) Legitimacy and sociality of the business of the investment corporation, asset managementcompany, and its parent company, etc.;(b) Awareness regarding compliance and risk management, etc. by the executive officers of theinvestment corporation, management of the asset management company, and management of
its parent company, etc.
(c) Whether it falls under anti-social forces, whether there is a relationship with anti-social forces,
and measures to eliminate them and their operating status;(d) Soundness of purpose of use of the market at the listing.
(2) Soundness of asset management(a) Relationship with any asset management company and its parent company, etc.;(b) System to restrict transactions involving a conflict of interest with an asset managementcompany, its parent company, etc. and other stakeholders;(c) Procedures for the sale and purchase, etc. of specified asset prescribed in the of Article 2,
Item 1 of the Act on Investment Trusts and Investment Corporations;(d) The necessity of transactions with stakeholders and the appropriateness of terms andconditions of the transactions.
(3) Corporate governance and internal administration system(a) Fulfillment of responsibilities by the executive officers of investment corporations,representative directors, directors, and the board of directors of asset management companies(or fulfillment of responsibilities by the representative executive officers and executive
officers in the case of a Company with Nominating Committee, etc.,);(b) Fulfillment of responsibilities by the audit officers of investment corporations and the auditor
and board of company auditors of asset management companies and internal audit functions(or fulfillment of responsibilities by the board of directors, the nominating committee, thecompensation committee and the audit committee, and internal audit functions, in the case of
a Company with Nominating Committee, etc., or fulfillment of responsibilities by the audit
and supervisory committee and the internal audit function, in the case of a Company with
Audit and Supervisory Committee);(c) Operation of internal administration systems of asset management companies (developmentof organization and internal rules for investment management policies, investment
management systems, and measures to avoid conflicts of interest).
(4) Fitness of property to be incorporated into the portfolio with investment policy(a) Investment policy;(b) Details on properties to be incorporated into a portfolio (compliance with the related laws andregulations, contracts for properties, and engineering reports (investigation reports on thecondition of buildings and the risks, etc. ; the same shall apply hereinafter));7

(c) Acquisition price and the background to the acquisition.
(5) Profit estimate of investment corporation and property(a) Financial condition and business performance;(b) Validity of the basis for preparing a profit plan;(c) Growth potential and stability.
(6) Proper disclosure(a) Adaptability to the statutory disclosure and timely disclosure systems by investment
corporations and asset management companies;(b) Appropriateness of disclosed contents such as the status of funds, property information, andinvestment risk, completeness of the scope of disclosure, and adequacy of the representationof the disclosure;(c) Proper disclosure of the purpose of the use of the funds to be raised.
(Details of Underwriting Examination Items for Public Offering by Listed Issuer)
Article 10 When underwriting the public offering or secondary distribution of Share Certificates, Share
Option Certificates, Preferred Equity Investment Certificates, and Beneficiary Certificates of Foreign
Share Trust issued by a listed issuer prescribed in the provision of Article 17, Paragraph 2 of the Rules,
the details of Underwriting Examination Items shall be set forth in each Item below:(1) Eligibility
Whether it falls under anti-social forces, and whether there is a relationship with anti-social
forces;(2) Financial condition and management performance(a) Soundness of the financial conditions and cash flow management;(b) Analysis of the reason for any change in the financial condition and business performance;(c) Achievement of announced profit plan.
(3) Forecast of business performance(a) Validity of the basis for preparing a profit plan;(b) Progress of the profit plan;(c) Surplus distribution conditions and the surplus distribution policy.
(4) Purpose of use and effect of the funds to be raised (or purpose of the secondary distribution in
the case of a secondary distribution; the same shall apply in this Item);(a) Appropriateness of purpose of use of the funds to be raised (appropriateness based on theconsistency with the business plan);8

(b) Proper disclosure of purpose of use of the funds to be raised;(c) Appropriation of the funds raised in the past.
(5) Trend of share price, etc.
(a) Share price trend;(b) Trading volume trend;(c) Adequacy of the issuance volume based on the liquidity of Share Certificates, etc. (or theoffering volume in the case of a secondary distribution).
(6) Proper disclosure of company’s business, etc.
(a) Appropriateness of the company information disclosed such as the business risks,completeness of the disclosed scope, and adequacy of representation of the disclosed
information;(b) Proper disclosure of the status after the end of latest business year.
2. When underwriting the public offering or a secondary distribution of Real Estate Investment Trust
Certificates or Investment Equity Subscription Right Certificates (limited to those for which theinvestment securities underlying the Investment Equity Subscription Rights are Real Estate Investment
Trust Certificates) issued by a listed issuer prescribed in the provision of Article 17, Paragraph 2 of theRules, the details of Underwriting Examination Items shall be set forth in each Item below:(1) Eligibility
Whether it falls under anti-social forces, and whether there is a relationship with anti-social
forces;(2) Fitness of property to be incorporated into the portfolio with investment policy(a) Investment policy;(b) Details of properties to be incorporated into a portfolio (compliance with the related laws andregulations, contracts for properties, and engineering reports);(c) Acquisition price and a background to the acquisition.
(3) Profit estimate for the investment corporation and property(a) Financial condition and business performance;(b) Validity of the basis for preparing a profit plan;(c) Growth potential and stability;(d) Achievement of announced profit plans.
(4) Proper disclosure and purpose of use of the funds to be raised(a) Appropriateness of the disclosed contents such as a status of the funds, property information,

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investment risk, completeness of the scope of disclosure, and adequacy of the representationof the disclosure;(b) Proper disclosure of purpose of use of the funds to be raised;(c) Appropriation of the funds raised in the past;(d) Proper disclosure of the status after the end of the latest business year.
(5) Trend of share price, etc.
(a) Price trend in investment securities;(b) Trading volume trend in investment securities;(c) Adequacy of the issuance volume based on the liquidity of the investment securities (or theoffering volume in the case of a secondary distribution).
(Details for Underwriting Examination Items of Corporate Bond Certificates)
Article 11 When underwriting the public offering or a secondary distribution of Corporate Bond
Certificates prescribed in the provision of Article 18, Paragraph 3 of the Rules, the details ofUnderwriting Examination Items shall be set forth in each Item below:(1) Eligibility
Whether it falls under anti-social forces, and whether there is a relationship with anti-social
forces;(2) Financial condition and cash flow(a) Soundness of the financial conditions and cash flow;(b) Analysis of changes in the financial conditions, business performance, and cash flow;(3) Purpose of use of the funds to be raised(a) Appropriateness of purpose of use of the funds to be raised;(b) Proper disclosure of purpose of use of the funds to be raised(c) Appropriation of funds raised in the past.
(4) Proper disclosure of company’s business, etc.
(a) Appropriateness of disclosed contents regarding company information, etc. such as businessrisks, completeness of the scope of the disclosure, and adequacy of the representation of thedisclosed information;(b) Proper disclosure of the status after the end of the latest business year.
(Publication of Details regarding Purpose of Use of Funds)
Article 12 The Press Release Materials prescribed in the Article 20, Paragraph 1 of the Rules shall be
the Press Release Materials at the time of the resolution of the issuance of a public offering of Share

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Certificates, etc. Provided, however, that in the case of a public offering of Share Certificates, etc.
issued by an issuer of the OTC handled securities prescribed in the Article 2, Item 4 of the “Rules
Concerning Over-The-Counter Securities,” a company explanation material prescribed in the same
Article, Item 3 (or a prospectus in case the filing of a securities registration statement is required) shallbe regarded as the Press Release Materials.
2. In the event that purpose of use of the funds to be raised is changed or the funds raised areappropriately prescribed in Article 20, Paragraph 5 of the Rules, a Lead Managing Regular Member
Underwriter must request the issuer to publicize the details of such a change of the funds to be raisedor the appropriation of the funds raised that are subject to the same Article, Paragraph 2 each time sucha change or appropriation occurs, and publicize the particulars of the appropriation of such funds bydescribing them in a brief business report; provided, however, that this shall not apply in cases where
five years have passed since the payment date of the public offering of the Share Certificates, etc. inconnection with such funds raised.
3. The request prescribed in the provision of the preceding Paragraph shall be made at the time of the
public offering. When any change in the use of the funds to be financed or the appropriation of thefunds financed that are subject to the provision of Article 20, Paragraph 2 of the Rules is recognized
after the payment date of the public offering, the request shall be made each time such a change orappropriation occurs.
(Publication of Trends in Share Prices)
Article 13 The “information on the dilution of indicator per share” prescribed in the Article 22,
Paragraph 1, Item 2 of the Rules shall mean the dilutive shares-adjusted net profit amount per share in
the current financial year prescribed in the Article 95-5-3, Paragraph 1 of the Rules Concerning the
Terminology, Form, and Preparation Method regarding Financial Statements, Etc. and the “status ofdilutive shares” shall mean the number of shares by assuming the exercise of rights attached to thedilutive shares prescribed in the same Paragraph after the issuance of the Share Certificates, etc. undera public offering of Share Certificates, etc. (excluding Preferred Equity Investment Certificates, Real
Estate Investment Trust Certificates, Infrastructure Funds, Beneficiary Certificates of Foreign Share
Trust, and Beneficiary Certificates of Foreign Infrastructure Funds in Trust) divided by the number ofoutstanding shares immediately before the issuance of such Share Certificates, etc.
(Process of Book Building)
Article 14 The process of Book Building stipulated in Article 25, Paragraph 2 of the Rules shall beprescribed in the following:(1) Determination of Tentative Terms and Conditions
A Regular Member Underwriter shall take into account the matters prescribed in (a), (b), or (c)below in a comprehensive manner depending on the classification set forth in (a), (b), or (c)below, and determine the Tentative Terms and Conditions in consultation with the issuer orSecondary Distributor:(a) Determination of the Tentative Terms and Conditions of any public offering or a secondary
distribution of Share Certificates, etc. for an Initial Public Offering (excluding the listing of
Share Certificates, etc. issued by an issuer (hereinafter referred to as a “Foreign Market
Listed Issuer”) whose Share Certificates etc. listed in a Foreign Financial Instruments
Market (including the Over-The-Counter market; the same shall apply hereinafter) in a
Domestic Financial Instruments Exchange Market).
(i)Business profile, financial condition, and business performance of the issuer of the11

Share Certificates, etc. for the public offering or a secondary distribution;(ii)

Opinions from persons who have professional knowledge and experience in investment
in securities; and(iii) Other materials and opinions that may be referenced for the determination of theTentative Terms and Conditions.
(b) Determination of the Tentative Terms and Conditions of the public offering or a secondary
distribution of Share Certificates, issued by a listed issuer or Foreign Market Listed Issuer(i)

The market value and liquidity of the Share Certificates, Preferred Equity Investment
Certificates, Real Estate Investment Trust Certificates, Infrastructure Funds, Beneficiary
Certificates of Foreign Share Trust, or Beneficiary Certificates of Foreign Infrastructure
Funds in Trust of the issuer of the Share Certificates, etc. for public offering or
secondary distribution and the Financial Instruments Markets (for Beneficiary
Certificates of Foreign Share Trust, or Beneficiary Certificates of Foreign Infrastructure
Funds in Trust, if foreign share certificates or foreign Infrastructure Funds that are
entrusted securities prescribed in Article 2-3, Item 3 of the Enforcement Order of the
Financial Instruments and Exchange Act are listed in a Foreign Financial Instruments
Market, such Financial Instruments Market shall be included) in which the Share
Certificates, Preferred Equity Investment Certificates, Real Estate Investment Trust
Certificates, Infrastructure Funds, Beneficiary Certificates of Foreign Share Trust, orBeneficiary Certificates of Foreign Infrastructure Funds in Trust are publicly disclosed;(ii)

Business profile, financial condition, and business performance of the issuer of the
Share Certificates, etc. for the public offering or secondary distribution; and(iii) Other materials and opinions that may be referenced for the determination of theTentative Terms and Conditions.
(c) Determination of the Tentative Terms and Conditions of the public offering of Corporate
Bond Certificates, etc.
(i)

Credibility of the issuer of Corporate Bond Certificates, etc. for public offering, andsummary of issuance terms and conditions(ii)

Opinions from persons who have professional knowledge and experience in investment
in securities;(iii) Matters that may be referenced depending on the type of public offering such as yield ofcorporate bonds that have already been issued by the issuer of the Corporate Bond
Certificates, etc. for the public offering, yield of Corporate Bond Certificates, etc.
issued by an issuer who has credibility similar to that of the issuer of the Corporate
Bond Certificates, etc. for the public offering, trading reference prices, etc.;(iv) Other materials and opinions that may be referenced for the determination of theTentative Terms and Conditions.
(2) Survey of the Demand
A Regular Member shall determine the basic policy for assessing the demand and designate theRegular Member in charge of Book Building. In this case, the Regular Member shall carry out asurvey of the demands based on the policy and shall not include demands that are clearly subject
to the following in the survey:

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(a) Demands not based on the investor’s demand;(b) Excessive demands aimed at having an allotment; and(c) Multiple demands based on the same demand by a single investor.
(3) Record Retention
A Regular Member shall keep records of the survey of demand either in writing or inelectromagnetic methods, etc. for a six-month period.
2. When a Regular Member finds an overlap in demands with demands at another Regular Member in thesurvey of the demand prescribed in Item 2 of the preceding Paragraph, the Regular Member shallconsult with another Regular Member.
(Pre-Marketing Procedures)
Article 15 Pre-Marketing Procedures prescribed in Article 25-2, Paragraph 2 of the Rules shall be as
follows:(1) Determination of examination scope of Issue Price, etc.
A Regular Member Underwriter shall consider the matters set forth below in a comprehensive
manner to determine the scope of examination of Issue Price, etc. (including the Tentative Terms
and Conditions if the Tentative Terms and Conditions are to be determined) after discussing with
the issuer. When determining the Tentative Terms and Conditions, provisions of the preceding
Article, Paragraph 1, Item 1(c) shall apply mutatis mutandis.
(a) Credibility of the issuer of Corporate Bond Certificates, etc. for public offering, and summaryof issuance terms and conditions;(b) Opinions from investors on the level of issuance terms and conditions;(c) Matters may be referred depending on the type of public offering such as yield of corporate
bonds that have already been issued by the issuer of the Corporate Bond Certificates, etc. forthe public offering, yield of Corporate Bond Certificates, etc. issued by an issuer who has
credibility similar to that of the issuer of the Corporate Bond Certificates, etc. for the public
offering, trading reference prices;(d) Other materials and opinions that may be referenced for the determination of the issuanceterms and conditions.
(2) Survey of Level of Issuance Terms and Conditions
A Regular Member Underwriter shall establish the basic policy to understand the level ofissuance terms and conditions and designate the Regular Member Underwriter in charge of PreMarketing. In this case, the Regular Member Underwriter shall carry out a survey of level ofissuance terms and conditions based on the basic policy.
(3) Record Retention
A Regular Member Underwriter shall keep a record of the survey of level of issuance terms andconditions in writing or in electromagnetic methods, etc. for a six-month period.
(Application Mutatis Mutandis to Overseas Issuance)
Article 16 When Article 23 of the Rules applies mutatis mutandis to public offering of Share Certificates,13

etc. outside Japan by a listed issuer in Japan in accordance with the Article 37, Paragraph 3 of theRules, the description in the securities registration statement to be submitted at the time when thesecondary distribution of Share Option Certificates is made in Japan and the extraordinary report to besubmitted at the time when public offering of Share Certificates, etc. is made outside Japan shall be
regarded as descriptions in the securities registration statement. With respect to the description in theextraordinary report, only the provision of Article 20, Paragraph 1 and 2 of the Rules shall apply.

SUPPLEMENTARY PROVISIONS [Omitted](Note) This amendment shall come into effect as of August 1, 2021.
This translation is solely for the convenience of those interested therein, and accordingly all questions that
may arise with regard to the meaning of the words or expressions herein shall be dealt with in accordancewith the original Japanese text.

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