DETAILED RULES CONCERNING REPORT TO THE
ASSOCIATION ON COMPANY INFORMATION BY
COMPANIES ISSUING PHOENIX ISSUES(October 19, 2004)(Purpose)
Article 1 The purpose of Detailed Rules Concerning Report to the Association on Company Information
by Companies Issuing Phoenix Issues (hereinafter referred to as the “Detailed Rules”) is to prescribe
necessary matters in connection with enforcement of Article 16 of the “Rules Concerning Phoenix
Issues” (hereinafter referred to as the “Rules”).
2.

All the provisions in the Detailed Rules prescribe the minimum required contents that should bereported to the Association by a Handling Member at the time of reporting of company information of
an issuing company of Phoenix Issues, and the Handling Member must not fail to effect active, timely,
and appropriate reporting of company information by way of excuse for complying with the provisionsof the Detailed Rules.

(Definitions)
Article 2 The definitions of terms in the Detailed Rules shall be the same as those prescribed in theRules:(Items to Be Reported to the Association)
Article 3 Matters set forth in the Detailed Rules Concerning Report on Company Information, which areprescribed in Article 16, Paragraph 1 of the Rules, shall be listed in the Annex.
(Public Inspection at Handling Members and the Association)
Article 4 Matters set forth in Detailed Rules Concerning Report on Company Information, which areprescribed in Article 16, Paragraphs 7 and 8 of the Rules, shall be listed in the Annex (excluding thoselisted in Section 11 of the Annex).
(Definition of Designated Book-Entry Transfer Organization)
Article 5 The organization prescribed in Article 2, Item 8 of the Rules shall be Japan Securities
Depository Center, Inc.

SUPPLEMENTARY PROVISIONS [Omitted](Note) These Rules are based on the version in effect as of January 1, 2019
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.

1

AnnexMatters to be set forth in the Annex that are prescribed in Articles 3 and 4 shall be those set forth in the following Reporting Event
Column. Provided, however, that any event included in the Reporting Event Column that is deemed as having an immaterial
impact on the investment decision-making of investors and meets the criteria set forth in the Criteria for Immateriality Column
shall be excluded.
Reporting Event Column
Criteria for Immateriality Column
1.
In the case where an organization that determines thebusiness operation in the issuing company determines
to conduct the following matters (including the cases
where the issuing company determines not to do so):(1) Public offering to a person who subscribes for sharesissued by a stock company prescribed in Article 199,
Paragraph 1 of the Companies Act or treasury sharesdisposed by the stock company (including a person
who subscribes for preferred equity investment
certificates issued by a cooperative structured
financial institution) or public offering to a person
who subscribes for offered share options prescribedin Article 238, Paragraph 1 of the same Act(including public offering of treasury share options
disposed by the issuing company), or secondary
distribution of shares or share options;(2) Shelf registration (including the withdrawal of shelfregistration) related to the public offering or thesecondary distribution prescribed in (1) or start ofexamination of supply-demand condition for public
offering or secondary distribution related to such
shelf registration;(3) Reduction of capital;(4) Reduction of capital reserve or retained earnings
reserve;(5) Acquisition of treasury shares pursuant to Article
156, Paragraph 1 of the Companies Act (including
the cases where some words are read in accordancewith Article 163 and Article 165, Paragraph 3) or
pursuant to Article 27 of the Act on Preferred Equity
Investment by cooperative structured financial
institution (hereinafter referred to as the “Preferred
Equity Investment Act”);(6) Allotment of shares or share options without
contribution;(7) Share split or reverse share split (including preferred
equity investment prescribed in the Preferred Equity
Investment Act);(8) Dividend from surplus;(9) Share swap;(10) Share transfer;(11) Merger;(12) Company Split;(13) Transfer or acquisition of the whole or a part of the (a)In the case of transfer of a part of the business;business;
All of the following criteria shall be met:(i) The book value of assets pertaining to the business transfer asof the end of the most recent business year (for application of
the provisions in the Immateriality Standards columns for thereporting incidents columns 1 and 2 to the issuing company, if
it is the Specified Listed Company, etc. (the Specified Listed
Company prescribed in Article 49, Paragraph 2 of the Cabinet
Office Ordinance on Regulations of Securities Transactions,etc.; the same shall apply hereinafter), the “business year” inthe provisions in the Immateriality Standards columns shall beread as the “consolidated accounting year”) is less than 30/100
of the net assets (the amount calculated by deducting the total
liabilities from the total assets (if there remains an amount thatcannot be deducted even after the deduction, such remaining
amount shall be deemed as non-existing); the same shall apply
hereinafter) of the issuing company (if such issuing company is
the Specified Listed Company, etc., the net asset value on the
consolidated financial statements (hereinafter referred to as theconsolidated net assets value) and, for application of theprovisions in the Immateriality Standards columns in thereporting incidents columns 1 and 2 to such issuing company,
3and if it is the Specified Listed Company, etc., the “net assets”
in the provisions in the Immateriality Standards column shall beread as the “consolidated net assets”) of the issuing company(or a consolidated company (a consolidated company for which
financial statements are submitted by the issuing company; thesame shall apply hereinafter) if it is the Specified Listed
Company, etc.; the same shall apply hereinafter in (a));(ii) A decrease in net sales of the issuing company as a result of thebusiness transfer is expected to be less than 10/100 of its net
sales in the most recent business year both in the business year
to which the scheduled date for such business transfer belongs
and the following business year;(iii) An increase or decrease in ordinary income of the issuing
company (for application of the provisions in the Immateriality
Standards columns in the reporting incidents columns 1 and 2
to such issuing company, if it is the Specified Listed Company,
etc., “ordinary income” in the provisions in the Immateriality
Standards column shall be read as “consolidated ordinary
income”) as a result of the business transfer is expected to beless than 30/100 of ordinary income of the issuing company inthe most recent business year (or the amount equivalent to
30/100 of the average of ordinary income of the issuing
company in the most recent five business years if the ordinary
income is less than 1 billion yen in such most recent businessyear (if the ordinary income is not recorded in any of such fivebusiness years, the ordinary income shall be deemed as zero insuch business year); the same shall apply hereinafter) both in
the business year to which the scheduled date of such business
transfer belongs and the following business year;(iv) An increase or decrease in net income of the issuing company(“net income” in the provisions in the Immateriality Standards
column in the reporting incident columns 1 and 2 shall be readas “net income attributable to shareholders of the parent
company” if the issuing company is a Specified Listed
Company, etc.) as a result of the business transfer is expected tobe less than 30/100 of the net income of the issuing company inthe most recent business year (or the amount equivalent to
30/100 of the average of net income of the issuing company inthe most recent five business years if the net income is less than
1 billion yen in such most recent business year (if the net
income is not recorded in any of such five business years, thenet income shall be deemed as zero in such business year); thesame shall apply hereinafter) both in the business year to which
the scheduled date of such business transfer belongs and thefollowing business year.
(b)
In the case of acquisition of the whole or a part of the business;
All of the following criteria shall be met:(i) An increase in the assets of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (b)) as aresult of the business transfer is expected to be less than 30/100
of the net assets of the issuing company as of the end of themost recent business year;(ii) An increase in net sales of the issuing company as a result of
the business transfer is expected to be less than 10/100 of its net
sales in the most recent business year both in the business year
to which the scheduled date of such business transfer belongs
and the following business year;(iii) An increase or decrease in ordinary income of the issuing
company as a result of the business transfer is expected to beless than 30/100 of its ordinary income of the most recent
business year both in the business year to which the scheduled
date of such business transfer belongs and the following
business year;(iv) An increase or decrease in net income of the issuing company
as a result of the business transfer is expected to be less than
30/100 of its net income of the most recent business year bothin the business year to which the scheduled date of suchbusiness transfer belongs and the following business year.
(14) Dissolution (excluding dissolution as a result ofmerger);4

(15) Commercialization of a new product or new In each business year that starts within three years from the beginning oftechnology;
the business year to which the scheduled date of the launch of the new
product or of the commencement of the business using the newtechnology belongs, every year’s increase in net sales of the issuing
company (or of the consolidated company, in the case of a Specified
Listed Company, etc.; the same shall apply hereinafter in (15)) as aresult of commercialization of such new product or new technology is
expected to be less than 10/100 of net sales of the issuing company inthe most recent business year, and the total amount of special
expenditures for the launch of such new product or the commencementof the business using such new technology is expected to be less than
10/100 of the book value of non-current assets as of the end of the mostrecent business year of such issuing company.
(16) Business alliance or dissolution of business alliance; (a)In the case of business alliance:
In each business year that starts within three years from the
beginning of the business year to which the scheduled date of thebusiness alliance belongs, every year’s increase in net sales of theissuing company (or of the consolidated company, in the case of aSpecified Listed Company) as a result of such business alliance is
expected to be less than 10/100 of net sales of the issuing
company (or of the consolidated company, in the case of aSpecified Listed Company, etc.) in the most recent business year,
and in cases of (i) or (ii) below, the criteria prescribed in (i) or (ii)shall be met respectively:(i) In the case of business alliance in conjunction with a capitaltie-up:In the capital tie-up, when a company newly acquires shares or
equity of the other company, the price of shares or equity thatare newly acquired is expected to be less than 10/100 of the net
assets or the capital (or the capital on the consolidated financial
statements in the case that such issuing company is theSpecified Listed Company, etc. (hereinafter referred to as the“consolidated capital,” and for application of the provisions in
the Immateriality Standards columns in the reporting incidents
columns 1 and 2 to such issuing company if it is the Specified
Listed Company, etc., the “capital” in the provisions in the
Immateriality Standards columns shall be read as the“consolidated capital”), whichever is larger, of the issuing
company (or of consolidated company in the case of a Specified
Listed Company, etc.) as of the end of the most recent businessyear. When shares of the company are newly acquired by theother company, the number of shares to be newly acquired is
expected to be less than 5/100 of the total outstanding shares asof the end of the most recent business year (which should be themost recent business year regardless of the provisions in the
Immateriality Standards column (a)-(i) in the reporting incident
column 1-(13)) of such issuing company;(ii) In the case where a new company is established jointly with theother company as a result of business alliance (excluding thecase where the establishment of such new company means theestablishment of a sub-subsidiary):
All figures calculated by multiplying the book value of total
assets as of the end of each business year that starts within threeyear from the establishment of the new company by thecontribution ratio (the figure calculated by dividing the numberof holding shares or the price of holding equity by the total
number of outstanding shares or total investment amount; thesame shall apply hereinafter in this 1) as of the establishment of
the new company are expected to be less than 30/100 of the net
assets of the issuing company (or of the consolidated company,in the case of Specified Listed Company, etc.; the same shallapply hereinafter in (ii)) as of the end of the most recent
business year, and all figures calculated by multiplying net salesof the new company in each such business year by thecontribution ratio is less than 10/100 of net sales of the issuing
company in the most recent business year.
(b)
In the case of dissolution of the business alliance:
In each business year that starts within three years from the
beginning of the business year to which the scheduled date of the
dissolution of business alliance belongs, every year’s decrease in
net sales of the issuing company (or of the consolidated company
5

in the case of a Specified Listed Company, etc.) as a result of the
dissolution of business alliance is less than 10/100 of net sales of
the issuing company (or of the consolidated company, in the caseof a Specified Listed Company, etc.) in the most recent business
year, and in cases of (i) or (ii) below, the criteria prescribed in (i)or (ii) shall be met respectively:(i) In the case of dissolution of the business alliance in conjunction
with a capital tie-up:
In the dissolution of the capital tie-up, if the company acquired
shares or interests of the other company, the book value ofacquired shares or interests is less than 10/100 of the net assets
or capital, whichever is larger, of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.) as of the end of the most recent business year. If
shares of the company were acquired by the other company, thenumber of shares acquired is less than 5/100 of the total
outstanding shares as of the end of the most recent businessyear (which should be the most recent business year regardlessof the provisions in the Immateriality Standards column (a)-(i)in the reporting incident column 1-(13)) of such issuing
company.
(ii) In the case of dissolution of the business alliance with a newcompany being jointly established with the other company :The figure calculated by multiplying the book value of total
assets of the new company as of the end of the most recent
business year of the new company by the contribution ratio isless than 30/100 of the net assets of the issuing company (or of
consolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (ii)) as of theend of the most recent business year, and the figure calculated
by multiplying net sales of the issuing company in the mostrecent business year by the contribution ratio is less than 10/100
of its net sales in the most recent business year.
(17) Transfer or acquisition of shares or equity In the case of the change of subsidiary accompanies the matters that
accompanying the change of subsidiary (subsidiary meet all of the following criteria (excluding (h) in cases other thanprescribed in Article 166, Paragraph 5 of the acquisition of a subsidiary (an event to subsidize a non-subsidiary
Financial Instruments and Exchange Act (hereinafter company by acquiring shares or equity issued by such non-subsidiaryreferred to as the “FIEA”); the same shall apply company or otherwise (excluding a takeover bid prescribed in Article
hereinafter) or other matters accompanying the 27-3, Paragraph 1 of the FIEA)) by the issuing company; the same shallchange of subsidiary;
apply hereinafter):(a)
The book value of total assets as of the end of the most recent
business year of the subsidiary or a company that is to newly
become a subsidiary (if a subsidiary is newly established, theestimated book value of total assets as of the end of each businessyear of such subsidiary that starts within three years from thescheduled establishment date of such subsidiary) is less than
30/100 of net assets of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.) as of the end of the most recent business year;(b)
The amount of net sales of the subsidiary or a company that is to
newly become a subsidiary (if a subsidiary is newly established,
the expected sales as of the end of each business year of such
subsidiary that starts within three years from the scheduled
establishment date of such subsidiary) in the most recent businessyear is less than 10/100 of net sales of the issuing company (or of
the consolidated company, in the case of a Specified Listed
Company, etc.) in the most recent business year;(c)
Ordinary income of the subsidiary or a company that is to newly
become a subsidiary (if a subsidiary is newly established, theexpected ordinary income as of the end of each business year ofsuch subsidiary that starts within three years from the scheduled
establishment date of such subsidiary) in the most recent businessyear is less than 30/100 of ordinary income of the issuing
company (or of the consolidated company, in the case of aSpecified Listed Company, etc.) in the most recent business year;(d)
Net income of the subsidiary or a company that is to newly
become a subsidiary (if a subsidiary is newly established, theexpected net income as of the end of each business year of such
subsidiary that starts within three years from the scheduled
establishment date of such subsidiary) in the most recent businessyear is less than 30/100 of net income of the issuing company (or6of the consolidated company, in the case of a Specified Listed
Company, etc.) in the most recent business year;
An amount of purchases in the most recent business year (whichshould be the most recent business year regardless of theprovisions in the Immateriality Standards column (a)-(i) in thereporting incident column 1-(13) ; the same shall apply
hereinafter in (e)) of the issuing company from the subsidiary or acompany that is to newly become a subsidiary (if a subsidiary is
newly established, the expected purchase amount in eachbusiness year (which should be each business year regardless ofthe provisions in the Immateriality Standards column (a)-(i) in thereporting incident column 1-(13)) of the issuing company thatstarts within three years from the start of the scheduled
establishment date of such subsidiary) is less than 10/100 of thetotal purchase amount of the issuing company in the most recent
business year;
The amount of net sales in the most recent business year (whichshould be the most recent business year regardless of theprovisions in the Immateriality Standards column (a)-(i) in thereporting incident column 1-(13); the same shall apply hereinafterin (f)) of the issuing company to the subsidiary or a company thatis to newly become a subsidiary (if a subsidiary is newly
established, the expected sales to such subsidiary in each businessyear (which should be each business year regardless of theprovisions in the Immateriality Standards column (a)-(i) in thereporting incident column 1-(13)) of the issuing company thatstarts within three years from the scheduled establishment date ofsuch subsidiary ) is less than 10/100 of total sales of the issuing
company in the most recent business year;
The amount of capital or the contribution amount of thesubsidiary or a company that is to newly become a subsidiary isless than 10/100 of the capital of the issuing company;
The amount of consideration for the acquisition of the subsidiary(the total amount of consideration was paid or to be paid for theacquisition of the subsidiary; the same shall apply hereinafter)
plus the amount of consideration for the acquisition of othersubsidiary that was conducted as a series of actions for theacquisition of such subsidiary or that is determined by anorganization that determines business operation of the issuing
company is less than 15/100 of net assets (which should be thenet assets regardless of the provisions in the Immateriality
Standards column (a)-(i) in the reporting incident column 1-(13))
as of the end of the most recent business year (which should be
the most recent business year regardless of the provisions in the
Immateriality Standards column (a)-(i) in the reporting incident
column 1-(13)) of the issuing company.
In the case of transfer of the non-current assets
All of the following criteria shall be met:

(e)

(f)

(g)

(h)

(18) Transfer or acquisition of non-current assets (as set (a)forth in Article 2, Item 22 of the Corporation Tax
Act; the same shall apply hereinafter);(i)

The book value of non-current assets of the issuing company(or of the consolidated company, in the case of a Specified
Listed Company, etc.; the same shall apply hereinafter in (a)) asof the end of the most recent business year is less than 30/100
of the net assets as of the same day;(ii) An increase or decrease in ordinary income of the issuing
company as a result of the assignment of non-current assets inthe business year to which the scheduled transfer date of suchnon-current assets belongs is expected to be less than 30/100 of
the ordinary income of the issuing company in the most recent
business year;(iii) An increase or decrease in net-income of the issuing company
as a result of the transfer of non-current assets in the businessyear to which the scheduled transfer date of such non-current
assets belongs is expected to be less than 30/100 of the net
income in the most recent business year of such issuing
company.
(b)
In the case of acquisition of the non-current assets:
The acquisition price of the non-current assets is expected to beless than 30/100 of the net assets of the issuing company (or of
the consolidated company, in the case of a Specified Listed
Company, etc.) as of the end of the most recent business year.
7(19) Lease of non-current assets;(a)

In the case of lending non-current assets by leasing
The book value of the leased non-current assets of the issuing
company (or of the consolidated company, in the case of aSpecified Listed Company, etc.; the same shall apply hereinafterin (a)) as of the end of the most recent business year is less than
30/100 of the net assets of the issuing company on the same day.
(b)
In the case of borrowing non-current assets by leasing
The total amount of leasing of the relevant non-current assets is
expected to be less than 30/100 of the net assets of the issuing
company (or of the consolidated company in the case of aSpecified Listed Company, etc.) as of the end of the most recent
business year.
(20) Suspension or abolition of the whole or a part of the All of the following criteria shall be met:business;(a)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date ofsuspension or abolition of the whole or a part of the businessbelongs, every year’s decrease in net sales of the issuing company(or of the consolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (a)) as a resultof such suspension or abolition is expected to be less than 10/100
of net sales in the most recent business year of such issuing
company;(b)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date ofsuspension or abolition of the whole or a part of the businessbelongs, every year’s increase or decrease in ordinary income of
the issuing company (or of the consolidated company, in the caseof a Specified Listed Company, etc.; the same shall apply
hereinafter in (b)) as a result of such suspension or abolition is
expected to be less than 30/100 of ordinary income in the mostrecent business year of such issuing company;(c)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date ofsuspension or abolition of the whole or a part of the businessbelongs, every year’s increase or decrease in net income of theissuing company (or of the consolidated company, in the case of aSpecified Listed Company, etc.; the same shall apply hereinafterin (c)) as a result of such suspension or abolition is expected to beless than 30/100 of net income in the most recent business year ofsuch issuing company;(21) Filing of commencement of bankruptcy procedures,
civil rehabilitation procedures or corporate
reorganization procedures;(22) Commencement of a new business (including In each business year that starts within three years from the beginning ofcommercialization of sales of new products or the business year to which the scheduled date of commencement of theprovision of new services; the same shall apply new business belongs, every year’s increase in sales of the issuinghereinafter);company (or of the consolidated company, in the case of a Specified
Listed Company, etc.; the same shall apply hereinafter in (22)) as aresult of the commencement of new business is expected to be less than
10/100 of net sales of the issuing company in the most recent business
year, and the total amount of special expenditures for thecommencement of such new business is expected to be less than 10/100
of the book value of non-current assets as of the end of the most recent
business year of such issuing company.
(23) Takeover bid of share certificates, etc., prescribed in
Article 27-2, Paragraph 1 of the FIEA (limited to thecases where the provisions of the same Paragraphapply);(24) Request for purchase or other paid acquisition to set
up against the takeover bid of share certificates, etc.,that are issued by the issuing company prescribed in
the above (23) or collection by purchase of suchshare certificates prescribed in Article 31 of the
Enforcement Ordinance of the Financial Instruments
and Exchange Act (hereinafter referred to as the“Enforcement Ordinance”) (hereinafter referred to as“Takeover bid, etc.” in this (24)) or announcement of
its opinion on the takeover bid, etc. or indication ofsuch opinion to shareholders;(25) Issuance of share options and grant of others that are8

recognized as stock options to officers or employeesof the issuing company or its subsidiary;(26) Change in representative directors or representative
executive officers (including officers who represent a
cooperative structured financial institution; the same
shall apply hereinafter);(27) Streamlining such as personnel reduction ;All of the following criteria shall be met:(a)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date of theimplementation of streamlining belongs, every year’s decrease in
net sales of the issuing company (or of the consolidated company,in the case of a Specified Listed Company, etc.; the same shallapply hereinafter in (a)) as a result of such streamlining is
expected to be less than 10/100 of net sales of the issuing
company in the most recent business year;(b)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date of theimplementation of streamlining belongs, every year’s increase or
decrease in ordinary income of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (b)) as a resultof such streamlining is expected to be less than 30/100 ofordinary income of the issuing company in the most recent
business year;(c)
In each business year that starts within three years from the
beginning of the business year to which the scheduled date of theimplementation of streamlining belongs, every year’s increase or
decrease in net income of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (c)) as a resultof such streamlining is expected to be less than 30/100 of net
income of the issuing company in the most recent business year;(28) Change in a trade name or a corporate name;(29) Change in the number of shares for a Share Unit orabolishment/new establishment of the rule of thenumber of Share Unit;(30) Change in the end date of the business year;(31) Application pursuant to Article 74, Paragraph 5 of
the Deposit Insurance Act (Act No. 34 of 1971)(32) Filing of conciliation based on the special The total amount of monetary obligations subject to the conciliation inconciliation proceedings pursuant to the Act on the conciliation provisions requested by the issuing company is less thanSpecial Conciliation Proceedings for Expediting 10/100 of the total liabilities as of the end of the most recent businessArrangement of Specified Debts, etc. (Act No. 158 year of the issuing company (or of the consolidated company, in the caseof 1999);of a Specified Listed Company, etc.).
(33) The whole or a part of early redemption of
convertible bond-type bond with share option that is
a Phoenix issue or convocation of bondholders
meeting, and other important matters related to rights
concerning the convertible bond-type bond withshare option that is a Phoenix issue;(34) Deleted(35) Matters accompanying the increase in the total
number of units of ordinary equity contribution;(36) Change in public certified accountants, etc., who
prepare audit certification (including the audit
certification prescribed in Article 193-2, Paragraph 1of the FIEA; the same shall apply hereinafter) offinancial statements or semi-annual financial
statements that are included in an explanatory noteon business conditions, securities report orsemi-annual securities report;(37) Inserting a note on the preconditions of going
concern in financial statements or semi-annual
financial statements;(38) Not entrusting the shareholders services to an
administrator of shareholders registry;(39) Acquisition of all of the shares subject to class-widecall (meaning shares subject to class-wide callprescribed in Article 171, Paragraph 1 of theCompanies Act);(40) Approval or rejection in connection with a demand9for cash-out (meaning a Demand for Share, etc.
Cash-Out prescribed in Article 179-3, Paragraph 1 of
the Companies Act; the same shall apply
hereinafter); and(41) In addition to the matters set forth in (1) through (40)above, matters that are material for the operation,business, or assets of the issuing company or for the
Phoenix issue, and that also give material impact on
the investment decision-making of investors.
2.
In the case where any of the following events occurs:(1) Damage incurred due to a disaster or occurring in the All of the following criteria shall be met:
course of business operation;(a)
The amount of damage incurred due to the disaster or occurringin the course of business is expected to be less than 3/100 of the
net assets of as of the end of the most recent business year of theissuing company (or of the consolidated company, in the case of aSpecified Listed Company, etc.);(b)
The amount of damage incurred due to the disaster or occurringin the course of business is expected to be less than 30/100 of theordinary income of the issuing company (or of the consolidated
company, in the case of a Specified Listed Company, etc.) in themost recent business year;(c)
The amount of damage incurred due to the disaster or occurringin the course of business is expected to be less than 30/100 of the
net income of the issuing company (or of the consolidated
company, in the case of a Specified Listed Company, etc.) in themost recent business year.
(2) Change in major shareholders (prescribed in Article
163, Paragraph 1 of the FIEA; the same shall apply
hereinafter in this (2)) or the largest shareholder (theone among the major shareholders who holds thelargest number of voting rights (including shares
held under the name of a different person (including
a fictitious person) and excluding those prescribed in
the Cabinet Office Ordinance in consideration of theacquisition of voting rights, holding status, and othermatters that are prescribed in the same Paragraph));(3) Facts which causes the revocation of the designationas specified securities (prescribed in Article 163,
Paragraph 1 of the FIEA);(4) Legal proceedings on the claims of property rights (a)In the case where legal proceedings are instituted:
are instituted, or a judgment is made on such legal
The value subject to the lawsuit is less than 15/100 of the net
proceedings, or the whole or a part of such legal
assets of the issuing company (or of the consolidated company, inproceedings are resolved outside of the court;
the case of a Specified Listed Company, etc.; the same shall apply
hereinafter in (a)) as of the end of the most recent business yearof the issuing company, and in the case where the damage isawarded as instituted immediately after the commencement ofsuch legal proceedings, a decrease in net sales of the issuing
company in each business year that starts within three years fromthe beginning of the business year to which the date when such
legal proceedings are instituted belongs as a result of the lost casein such legal proceedings is expected to be less than 10/100 of net
sales of the issuing company in the most recent business year;(b)
In the case where a judgment is made on the legal proceedings or
the whole or a part of such legal proceedings are resolved outsideof the court:
In the case the judgment, etc., (means that the judgment is madeon such legal proceedings or the whole or a part of such legal
proceedings are resolved outside of the court; the same shallapply hereinafter in this (b)) on the legal proceedings that meetthe criteria set forth in the above (a)is made or a part of the legal
proceedings that do not meet the criteria set forth in the above (a)is resolved outside of the court, and all of the following criteria
shall be met;(i) The amount of assets provided by the issuing company (or by
the consolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (b)) as aresult of the judgment, etc. is expected to be less than 3/100 of
the net assets as of the end of the most recent business year ofsuch issuing company;(ii) In each business year that starts within three years from the
beginning of the business year to which the date when such
10

(5)

(6)

judgment, etc. is made belongs, every year’s decrease in net
sales of the issuing company as a result of the judgment, etc. is
expected to be less than 10/100 of its net sales in the mostrecent business year;(iii) In each business year that starts within three years from the
beginning of the business year to which the date when such
judgment is made belongs, every year’s decrease in ordinary
income of the issuing company as a result of the judgment, etc.,
is expected to be less than 30/100 of its ordinary income in themost recent business year;(iv) In each business year that starts within three years from the
beginning of the business year to which the date when such
judgment, etc. is made belongs, every year’s decrease in net
income of the issuing company as a result of the judgment, etc.
is expected to be less than 30/100 of its net income in the mostrecent business year;
A provisional disposition order for suspension of (a)In the case where a provisional disposition order is filed:business or other equivalent disposition is filed, or
If the provisional disposition order is issued as filed immediately
legal proceedings are made on such filing, or theafter the filing, a decrease in net sales of the issuing company (orwhole or a part of such legal procedures are resolvedof the consolidated company, in the case of a Specified Listed
outside of the court;
Company, etc.; the same shall apply hereinafter in (a)) in eachbusiness year that starts within three years from the beginning of
the business year to which the date when such filing is madebelongs as a result of such provisional disposition order is
expected to be less than 10/100 of net sales of the issuing
company in the most recent business year;(b)
In the case where legal proceedings are conducted on the filing ofprovisional disposition order, or the whole or a part of such legal
proceedings are resolved outside of the court:
In the case where the legal proceedings, etc., (means that legal
proceedings are conducted with regard to the filing or the whole
or a part of such legal proceedings are resolved outside of thecourt; the same shall apply hereinafter in this (b)) are conductedwith regard to the filing that meets the criteria set forth in theabove (a), or part of the such legal proceedings that do not meetthe criteria set forth in the above (a) are resolved outside of thecourt, and all of the following criteria shall be met;(i) In each business year that starts within three years from the
beginning of the business year to which the date when such
legal proceedings are conducted belongs, every year’s decreasein net sales of the issuing company (or of the consolidated
company, in the case of a Specified Listed Company, etc.; thesame shall apply hereinafter in (b)) as a result of such legal
proceedings is expected to be less than 10/100 of net sales of
the issuing company in the most recent business year;(ii) In each business year that starts within three years from the
beginning of the business year to which the date when such
legal proceedings are conducted belongs, every year’s decreasein ordinary income of the issuing company as a result of such
legal proceedings is expected to be less than 30/100 of its
ordinary income in the most recent business year;(iii) In each business year that starts within three years from the
beginning of the business year to which the date when such
legal proceedings are conducted belongs, every year’s decreasein net income of the issuing company as a result of such legal
proceedings is expected to be less than 30/100 of its net incomein the most recent business year.
Revocation of license, suspension of business or (a)In the case where disciplinary action is imposed pursuant to laws
other similar disciplinary action imposed byand regulations:administrative agencies pursuant to laws andIn each business year that starts within three years from theregulations, or accusation made by administrative
beginning of the business year to which the date when aagencies regarding violation of laws and regulations;disciplinary action pursuant to laws and regulations is imposed
belongs, every year’s decrease in net sales of the issuing company(or of the consolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (a)) as a resultof such disciplinary action is expected to be less than 10/100 of
net sales of the issuing company in the most recent business year;(b)
In the case where accusation regarding violation of laws andregulations is made:The amount of net sales in the most recent business year provided
by a business section that is subject to the accusation of violation11

of laws and regulations made by administrative agencies is lessthan 10/100 of net sales of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.) in the most recent business year.
(7)

Change in its parent company (prescribed in Article
166, Paragraph 5 of the FIEA, and including aforeign company that meets such requirements; thesame shall apply hereinafter in the Rules);(8) Filing of commencement of bankruptcy procedures,
civil rehabilitation procedures or corporate
reorganization procedures, or exercise of corporate
security right by a person other than the creditors or
the issuing company (hereinafter referred to as“Filing of bankruptcy procedures, etc.);(9) Dishonor of bills or checks (limited to the cases
caused by fund shortage), or suspension of trading
by a clearing house (hereinafter referred to as“Dishonor, etc.”);(10) Filing of Bankruptcy procedures, etc. of its parent
company;(11) Dishonor, etc., Filing of bankruptcy procedures, etc., All of the following criteria shall be met:
or a similar event occurs on a debtor or a principal (a)The amount of account receivables, loans, other debts, or the
debtor of guarantee liabilities, that may cause default
right of indemnity that may be defaulted is expected to be lessof payment of account receivables, loans or otherthan 3/100 of the net assets of the issuing company (or of thedebts on the part of such debtor, or default in the
consolidated company, in the case of a Specified Listed
right of indemnity from such principal debtor in a
Company, etc.) as of the end of the most recent business year;
case where such guarantee liabilities were enforced; (b)The amount of account receivables, loans, other debts, or theright of indemnity that may be defaulted is expected to be lessthan 30/100 of the ordinary income of the issuing company (or of
the consolidated company, in the case of a Specified Listed
Company, etc.) in the most recent business year;(c)
The amount of account receivables, loans, other debts, or theright of indemnity that may be defaulted is expected to be lessthan 30/100 of the net income of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.) in the most recent business year.
(12) Suspension of transactions with major trading In each business year that starts within three years from the beginning ofpartners (a trading partner for which the amount of the business year to which the date when the transaction with a trading
sales or purchases is more than 10/100 of the total partner suspended belongs, every year’s decrease in sales of the issuingamount sales or purchases; the same shall apply company (or of the consolidated company, in the case of a Specified
hereinafter), or suspension of transactions with Listed Company, etc.; the same shall apply hereinafter in (12)) as aseveral trading partners due to the same reason or at result of the suspension of transactions is less than 10/100 of net sales ofthe same time;the issuing company in the most recent business year.
(13) Debt relief or extension of due date by a creditor, or All of the following criteria shall be met:
debt assumption or repayment by a third party;(a)
The amount of debt relief or the amount of assumption or
repayment of debt (the amount of the debt in case of extension of
the due date) is less than 10/100 of the total debts of the issuing
company (or of the consolidated company, in the case of aSpecified Listed Company) as of the end of the most recent
business year;(b)
An increase in ordinary income of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (b)) as a resultof debt relief or extension of the due date, or assumption or
repayment of debt is expected to be less than 30/100 of theordinary income of the issuing company in the most recent
business year;(c)
An increase in net income of the issuing company (or of theconsolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (c)) as a resultof debt relief or extension of the due date, or assumption or
repayment of debt is expected to be less than 30/100 of the net
income of the issuing company in the most recent business year;(14) Discovery of resources;
In each business year starting within three years from the beginning of
the business year when mining or gathering of discovered resources
commences, every year’s increase in net sales of the issuing company(or of the consolidated company, in the case of a Specified Listed
Company, etc.; the same shall apply hereinafter in (14)) from thebusiness using such resources is expected to be less than 10/100 of net
sales of the issuing company in the most recent business year.
(14)-2
A decisionby special
controlling12

shareholders(meaning
SpecialControlling
Shareholders prescribed in Article 179, Paragraph 1of the Companies Act, or when a Special Controlling
Shareholder is a corporation, meaning an organ
authorized to make decisions about execution of thecorporation’s business) to make a demand for
cash-out of shares, etc. pertaining to the issuing
company, or a decision by special controllingshareholders to give up the demand for cash-out as
aforesaid (limited to decisions disclosed pursuant to
Article 166, Paragraph 4 of the FIEA );(15) Request for suspension of issuance of shares or shareoptions, or disposition of treasury shares byshareholders (including ordinary equity contributors
or preferred equity contributors prescribed in the
Preferred Equity Investment Act; the same shallapply hereinafter);(16) Request for convocation of a general shareholders
meeting by shareholders (including a general
meeting of ordinary equity contributors and that ofpreferred equity contributors);(17) The market value of the whole or a part of securities All of the following criteria shall be met:
held (limited to securities listed on a domestic (a)The aggregate of the amount of difference between the bookfinancial instruments exchange market other thanvalue and the market value of each securities whose market value
shares of a subsidiary of the issuing company) as offalls below the book value is less than 30/100 of the ordinary
the end of the business year or the semi-annual
income of the issuing company (or of the consolidated company,
business year (the price calculated based on thein the case of a Specified Listed Company, etc.) in the mostclosing price of the day in the domestic financial
recent business year;
instruments exchange market (if the closing price of (b)The aggregate of the amount of difference between the bookthe day is not available, the closing price in thevalue and the market value of each securities whose market value
domestic financial instruments exchange market on
falls below the book value is less than 30/100 of the net income
the day immediately preceding such day)) fallsof the issuing company (or of the consolidated company, in the
below the book value (limited to the cases where thecase of a Specified Listed Company, etc.) in the most recent
issuing company adopts the cost method for thebusiness year.
evaluation of securities);(18) Acceleration of obligations pertaining to a corporate
bonds;(19) Convocation of bondholders meeting of convertiblebond-type bonds with share options that is Phoenix
Issues and other important matters related to therights associated with the convertible bond-typebonds with share options that is Phoenix Issues;(20) Change in public certified accountant, etc. whoprovides an audit certification of financial statements
or semi-annual financial statements that are included
in its explanatory note on business conditions,securities report or semi-annual securities report(excluding a case where an organization that
determines the business operation of the issuing
company determines to change the public certified
accountant, etc. (including a case to determine not to
do so) and the content is disclosed pursuant to thepreceding Item);(21) An explanatory note on business condition to which
an audit report attached may not be expected to besubmitted or has failed to be submitted to the
Association within a pre-defined period pursuant to
the Rules, and may not be expected to be submitted
within eight days from the last day of such period(excluding non-business days), and was submitted
after the disclosure, and the extension of the due dateis approved by the Prime Minister;(22) A securities report or semi-annual securities report towhich the audit report or the interim audit reportprescribed in Article 3, Paragraph 1 of the Cabinet
Office Ordinance on Audit Certification of Financial
Statements, etc. attached may not be expected to besubmitted or fails to be submitted to the Prime
Minister within a period prescribed in Article 24,
Paragraph 1 or Article 24-5, Paragraph 1 of the
FIEA, and may not be expected to be submitted13within eight days from the last day of such period(excluding non-business days), and was submitted
after the disclosure;(23) A public certified accountant, etc. determined toexpress “qualified opinion with exceptions” or“opinion with exceptions” to an audit report attachedto the financial statements, etc., or an interim audit
report attached to the interim financial statementswith the matter of the going concern assumption
being the exceptions;(24) Receipt of notice to cancel the entrustment ofshareholders services or other cases that result in or
may result in not entrusting shareholders services tothe administrator of shareholders registry, or thedecision not to entrust shareholders services to theadministrator of shareholders registry;(25) Securities issued by the company are no longer
handled by a designated central securities
depository;(26) In addition to the matters set forth in (1) through (25)above, matters that are material for the operation,business or assets of the issuing company, or for the
Phoenix Issues, and that also give material impact on
the investment decision-making of investors.
3.
When the issuing company has a parent company,
matters set forth in 2-(26) above shall include thefollowing matters, provided, however, that thisprovision shall not apply to a parent company which is
an issuer of shares, etc. listed in a domestic financial
instruments exchange market or otherwise deemed
appropriate entity by the Association:(1) An organization that determines the business
operation in the parent company of the issuing
company makes a decision to conduct the matters set
forth in 1-(3), (9) through (18), (21), and (22) above
with regard the parent company (including the casewhere it determines not to do so, and excluding thecases that meet the criteria set forth in the Criteria
for Immateriality Column of 1 above as a matter
having immaterial impact on the investment decision
making of investors (“Issuing company” shall beread as “Parent company of the issuing company” in
the Criteria for Immateriality Column of 1 above);(2) Matters set forth in 2-(1), (2), or (7) through (10)above occurred (excluding the cases that meet thecriteria set forth in the Criteria for Immateriality
Column of 2 above as a matter having immaterial
impact on the investment decision making ofinvestors (“Issuing company” shall be read as“Parent company of the issuing company” in the
Criteria for Immateriality Column of 2 above));(3) Business performance figures of the parent companyof the issuing company in the business year or theinterim accounting period or the consolidated
business year or the interim consolidated accounting
period are fixed.
4.
In the case where business performance figures of theissuing company in the business year or the interim
accounting period or the consolidated business year or
the interim consolidated business year are fixed. When
disclosing the business performance of the business
year, it is also necessary to disclose the basic concept
and implementation status of corporate governance in
the issuing company regarding its (i.e., matters set
forth from (1) through (4) below):(1) Management organization for the management
decision-making, operation and supervision of theissuing company, and other status of corporate
governance system;(2) Summary of human, capital or transaction
relationship or other particular interests between the14issuing company and external directors of the issuing
company (prescribed in )Article 2, Item 15 of theCompanies Act) and external auditors (prescribed in
Article 2, Item 16 of the Companies Act);(3) Implementation status of measures that enhance thecorporate governance of the issuing company in thelast one year (one year going back from the end of
the last business year);(4) Details of system establishment for eliminating
antisocial force in the issuing company.
5.
Regarding net sales, ordinary income or net income of
the issuing company, or net sales, ordinary income ornet income of the corporate group to which such
issuing company belongs, in the case where difference(limited to those that meet the following criteria which
are regarded as having a material impact on theinvestment decision-making of investors (excluding
the standards prescribed from (1) to (3) for net sales,
ordinary income, or net income of such issuing
company if it is the Specified Listed Company, etc.))arises between the latest estimate that was publicly
announced (or the actual performance of the previous
business year or the previous consolidated businessyear that was publicly announced if there is no such
estimate) and the estimate newly calculated by theissuing company or the actual performance in the mostrecent business year or the most recent consolidated
business year :(1) Net sales
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate) is 1.1 orhigher, or 0.9 or lower;(2) Ordinary income
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate) is 1.3 orhigher, or 0.7 or lower (if the latest estimate that was
publicly announced or the actual performance in theprevious business year that was publicly announced
is used because of no estimate and these figures arezero, all of such cases shall be deemed as meetingthe criteria);(3) Net income
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate,) is 1.3 orhigher, or 0.7 or lower (if the latest estimate that was
publicly announced or the actual performance in theprevious business year that was publicly announced
is used because of no estimate and these figures arezero, all of such cases shall be deemed as meetingthe criteria);(4) Net sales of the corporate group
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent consolidated business year by the latest
estimate that was publicly announced (or the actual
performance of the previous consolidated businessyear that was publicly announced if there is no such
estimate) is 1.1 or higher, or 0.9 or lower;(5) Ordinary income in the corporate group
15

The figure calculated by dividing the estimate that is
newly calculated or the business performance in themost recent consolidated business year by the latest
estimate that was publicly announced (or the actual
performance of the previous consolidated businessyear that was publicly announced if there is no such
estimate) is 1.3 or higher, or 0.7 or lower (if thelatest estimate that was publicly announced or theactual performance in the previous consolidated
business year that was publicly announced are usedbecause of no estimate and these figures are zero, allof such cases shall be deemed as meeting thecriteria);(6) Net income in the corporate group
The figure calculated by dividing the estimate that is
newly calculated or the business performance in themost recent consolidated business year by the latest
estimate that was publicly announced (or the actual
performance of the previous consolidated businessyear that was publicly announced if there is no such
estimate) is 1.3 or higher, or 0.7 or lower (if thelatest estimate that was publicly announced or theactual performance in the previous consolidated
business year that was publicly announced are usedbecause of no estimate and these figures are zero, allof such cases shall be deemed as meeting thecriteria).
6.
In the case where the estimate of the distribution of
surplus of the issuing company is calculated
7.
In the case where an organization that determines thebusiness operation in a subsidiary of the issuing
company determines to conduct the followings matters(including the cases to determine not to do so):(1) Share swap;
All of the following criteria shall be met:(a)
An increase or decrease in assets of the consolidated company asa result of the share swap is expected to be less than 30/100 of theconsolidated net assets on the consolidated financial statements asof the end of the most recent consolidated business year;(b)
An increase or decrease in net sales of the consolidated company
as a result of the share swap is expected to be less than 10/100 of
net sales in the most recent consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the share swap is expected tobe less than 30/100 of the consolidated ordinary income in themost recent consolidated business year (if the consolidated
ordinary income in the most recent consolidated financial year isless than 1 billion yen, the amount equivalent to 30/100 of theaverage of consolidated ordinary income in the most recent fiveconsolidated business years (if the consolidated ordinary income
is not recorded in any of such five business years, theconsolidated ordinary income is regarded as zero in such businessyear); the same shall apply hereinafter);(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the share swap is expected tobe less than 30/100 of the net income attributable to shareholdersof the parent company in the most recent consolidated businessyear (if the net income attributable to shareholders of the parent
company in the most recent consolidated financial year is lessthan 1 billion yen, the amount equivalent to 30/100 of the averageof net income attributable to shareholders of the parent company
in the most recent five consolidated business years (if net income
attributable to shareholders of the parent company is not recorded
in any of such five business years, net income attributable toshareholders of the parent company is regarded as zero in suchbusiness year); the same shall apply hereinafter);(2) Share transfer;All of the following criteria shall be met:(a)
An increase or decrease in assets of the consolidated company asa result of the share transfer is expected to be less than 30/100 of
the consolidated net assets as of the end of the most recent
consolidated business year;
16

(b)

(3)

(4)

(5)

(6)

An increase or decrease in net sales of the consolidated company
as a result of the share transfer is expected to be less than 10/100
of net sales in the most recent consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the share transfer is expected
to be less than 30/100 of consolidated ordinary income in themost recent consolidated business year;(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the share transfer is expected
to be less than 30/100 of the net income attributable toshareholders of the parent company in the most recent
consolidated business year;
Merger;All of the following criteria shall be met:(a)
An increase or decrease in assets of the consolidated company asa result of the merger is expected to be less than 30/100 of theconsolidated net assets as of the end of the most recent
consolidated business year;(b)
An increase or decrease in net sales of the consolidated company
as a result of the merger is expected to be less than 10/100 of net
sales in the most recent consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the merger is expected to beless than 30/100 of the consolidated ordinary income in the mostrecent consolidated business year;(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the merger is expected to beless than 30/100 of the net income attributable to shareholders of
the parent company in the most recent consolidated business
year;
Company split;
All of the following criteria shall be met:(a)
An increase or decrease in assets of the consolidated company asa result of the company split is expected to be less than 30/100 of
the consolidated net assets as of the end of the most recent
consolidated business year;(b)
An increase or decrease in net sales of the consolidated company
as a result of the company split is expected to be less than 10/100
of net sales in the most recent consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the company split is expected
to be less than 30/100 of the consolidated ordinary income in themost recent consolidated business year;(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the company split is expected
to be less than 30/100 of the net income attributable toshareholders of the parent company in the most recent
consolidated business year;
Transfer or acquisition of the whole or a part of the All of the following criteria shall be met:business;(a)
An increase or decrease in assets of the consolidated company asa result of the transfer or acquisition of the business is expected tobe less than 30/100 of the net assets as of the end of the mostrecent consolidated business year;(b)
An increase or decrease in net sales of the consolidated company
as a result of the transfer or acquisition of the business is
expected to be less than 10/100 of net sales in the most recent
consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the transfer or acquisition of
the business is expected to be less than 30/100 of the consolidated
ordinary income in the most recent consolidated business year;(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the transfer or acquisition of
the business is expected to be less than 30/100 of the net income
attributable to shareholders of the parent company in the mostrecent consolidated business year.
Dissolution (excluding dissolution as a result of All of the criteria from (a) through (d) below shall be met:
merger);
17

(a)

(7)

(8)

A decrease in assets of the consolidated company as a result of
the dissolution is expected to be less than 30/100 of theconsolidated net assets as of the end of the immediate previous
consolidated business year;(b)
A decrease in net sales of the consolidated company as a result of
the dissolution is expected to be less than 10/100 of net sales in
the immediate previous consolidated business year;(c)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the dissolution is expected tobe less than 30/100 of the consolidated ordinary income in theimmediate previous consolidated business year;(d)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated company as a result of the dissolution is expected tobe less than 30/100 of the net income attributable to shareholdersof the parent company in the immediate previous consolidated
business year;
Commercialization of a new product or new In each consolidated business year that starts within three years from thetechnology;
beginning of consolidated business year to which the scheduled date of
the launch of the new product or of the commencement of the businessusing the new technology belongs, every year’s increase in net sales of
the consolidated company as a result of commercialization of such new
product or new technology is expected to be less than 10/100 of net sales
in the most recent consolidated business year, and the total amount ofspecial expenditures for the launch of such new product or thecommencement of the business using such new technology is expected
to be less than 10/100 of the book value of non-current assets as of theend of the most recent consolidated business year.
Business alliance or dissolution of business alliance; (a)In the case of business alliance:
In each consolidated business year that starts within three years
from the beginning of the consolidated business year to which thescheduled date of the business alliance belongs, every year’s
increase in net sales of the consolidated company as a result ofsuch business alliance is expected to be less than 10/100 of net
sales in the most recent consolidated business year, and, in thecase of (i) or (ii) below, the criteria prescribed in (i) or (ii) shallbe met respectively:(i) In the case of business alliance in conjunction with a capitaltie-up:In the capital tie-up, when a company newly acquires shares or
equity of the other company, the price of shares or equity thatare newly acquired is expected to be less than 10/100 of theconsolidated net assets or the consolidated capital, whichever islarger, as of the end of the most recent consolidated businessyear of the consolidated company. When shares of the company
are newly acquired by the other company, the acquisition priceof shares to be newly acquired is expected to be less than
10/100 of the consolidated net assets or the consolidated
capital, whichever is smaller, as of the end of the most recent
consolidated business year of the consolidated company;(ii) In the case where a new company is established jointly with theother company as a result of business alliance (excluding thecase where the establishment of such new company means theestablishment of a subsidiary):
All figures calculated by multiplying the book value of total
assets as of the end of each business year that starts within threeyear from the establishment of the new company by thecontribution ratio (the figure calculated by dividing the numberof holding shares or the price of holding equity by the total
number of outstanding shares or total investment amount; thesame shall apply hereinafter in the Immateriality Standards
columns in the reporting incident column 7) as of theestablishment of the new company is expected to be less than
30/100 of the consolidated net assets of the consolidated
company as of the end of the most recent consolidated business
year, and all figures calculated by multiplying net sales of the
new company in each such business year by the contribution
ratio is less than 10/100 of net sales in the most recent
consolidated business year of the consolidated company.
(b)
In the case of dissolution of the business alliance:
In each consolidated business year starts within three years from
18

(9)

the beginning of the consolidated business year to which thescheduled date of the dissolution of business alliance belongs, adecrease in net sales of the consolidated company as a result of
dissolution of business alliance is less than 10/100 of net sales in
the most recent consolidated business year, and, in the case of (i)or (ii) below, the criteria prescribed in (i) or (ii) shall be met
respectively:(i) In cases of dissolution of the business alliance with a capitaltie-up:In the dissolution of the capital tie-up, if a company acquired
shares or interests of the other company, the book value ofshares or interests acquired is less than 10/100 of theconsolidated net assets or capital of the consolidated company,
whichever is larger, as of the end of the most recent
consolidated business year. If shares of the company wereacquired by the other company, the acquisition price of sharesacquired is less than 10/100 of the consolidated net assets or the
consolidated capital, whichever is smaller as of the end of themost recent business year of the consolidated company.
(ii) In the case of dissolution of the business alliance with a newcompany being jointly established with the other company:
The figure calculated by multiplying the book value of total
assets of the new company as of the end of the most recent
business year of the new company by the contribution ratio isless than 30/100 of the consolidated net assets of theconsolidated company as of the end of the most recent
consolidated business year, and the figure calculated bymultiplying net sales in the most recent business year of suchnew company is less than 10/100 of net sales in the most recent
consolidated business year of the consolidated company.
Transfer or acquisition of shares or equity All of the following criteria shall be met (excluding (h) in cases other thanaccompanying the change of a sub-subsidiary acquisition of a sub-subsidiary by a subsidiary (this means to make the a(prescribed in Article 29, Item2of the “Enforcement company that was not a sub-subsidiary of the issuing company aOrdinance”; the same shall apply hereinafter) or sub-subsidiary of the issuing company by acquiring shares or equity issued
other matters that accompany the change of a by such company or otherwise (excluding a method using takeover bid
sub-subsidiary;prescribed in Article 27-3, Paragraph 1 of the FIEA); the same shall apply
hereinafter)):(a)
The book value of total assets as of the end of the most recent
business year of a sub-subsidiary or a company that is to newly
become a sub-subsidiary (if a new sub-subsidiary is established,
the estimated book value of the total assets as of the end of eachbusiness year of such sub-subsidiary that starts within three years
from the business year to which the scheduled establishment dateof such sub-subsidiary belongs) is less than 30/100 of theconsolidated net assets as of the end of the most recent consolidated
business year of the consolidated company;(b)
The amount of net sales of the sub-subsidiary or a company that is
to newly become a sub-subsidiary (if a sub-subsidiary is newly
established, the expected sales as of the end of each business yearof such sub-subsidiary that starts within three years from thebusiness year to which the scheduled establishment date of such
subsidiary belongs) in the most recent business year is less than
10/100 of net sales in the most recent consolidated business yearof the consolidated company;(c)Ordinary income in the most recent business year of the
sub-subsidiary or a company that is to newly become asub-subsidiary (if a sub-subsidiary is newly established, theexpected ordinary income as of the end of each business year ofsuch sub-subsidiary that starts within three years from thebusiness year to which the scheduled establishment date of such
sub-subsidiary belongs) in the most recent business year is lessthan 30/100 of the consolidated ordinary income in the mostrecent consolidated business year of the consolidated company;(d)
Net income in the most recent business year of the sub-subsidiaryor a company that is to newly become a sub-subsidiary (if asub-subsidiary is newly established, the expected net income asof the end of each business year of such sub-subsidiary that starts
within three years from the business year to which the scheduled
establishment date of such sub-subsidiary belongs) in the mostrecent business year is less than 30/100 of the net income
attributable to shareholders of the parent company in the most19

recent consolidated business year;
An amount of purchases by the consolidated company from thesub-subsidiary or a company that is to newly become asub-subsidiary (if a sub-subsidiary is newly established, theexpected purchase amount in each business year of such
sub-subsidiary that starts within three years from the business year
to which the scheduled establishment date of such sub-subsidiarybelongs) in the most recent consolidated business year is less than
10/100 of the purchase amount in the most recent consolidated
business year of the consolidated company;(f)
Sales in the most recent business year of the consolidated
company to the sub-subsidiary or a company that is newly to be a
sub-subsidiary (if a sub-subsidiary is newly established, theexpected sales to such sub-subsidiary in each consolidated
business year of the consolidated company that starts within three
years from the business year to which the scheduled establishment
date of such sub-subsidiary belongs) is less than 10/100 of total
sales in the most recent consolidated business year of theconsolidated company;(g)
The amount of capital or the contribution amount of the
sub-subsidiary or a company that is to newly become asub-subsidiary is less than 10/100 of the capital of theconsolidated company;(h)The amount of consideration for the acquisition of the
sub-subsidiary (the total amount of consideration was paid or tobe paid for the acquisition of the sub-subsidiary; the same shallapply hereinafter) plus the amount of consideration for theacquisition of other subsidiary that was conducted as a series ofactions for the acquisition of such sub-subsidiary or that isdetermined by an organization that determines business operationof the consolidated company is less than 15/100 of consolidated
net assets as of the end of the most recent consolidated businessyear of the consolidated company.
(10) Transfer or acquisition of non-current assets;(a) In the case of transfer of non-current assets
All of the following criteria shall be met:(i) A decrease in the total amount of non-current assets of theconsolidated company as a result of the transfer of the
non-current assets is expected to be less than 30/100 of theconsolidated net assets as of the end of the most recent
consolidated business year;(ii) An increase or decrease in consolidated ordinary income as aresult of the transfer of non-current assets in the consolidated
business year to which the scheduled transfer date of suchnon-current assets belongs is expected to be less than 30/100 of
the consolidated ordinary profit in the most recent consolidated
business year of the consolidated company;(iii) An increase or decrease in the net income attributable toshareholders of the parent company as a result of transfer of the
non-current assets in the consolidated business year to which
the scheduled transfer date of such non-current assets belongs is
expected to be less than 30/100 of the net income attributable toshareholders of the parent company of the consolidated
companies recognized by the consolidated company in the mostrecent consolidated business year.
(b)
In the case of acquisition of the non-current assets:
An increase in the total amount of non-current assets of theconsolidated companies recognized by the consolidated company
as a result of such acquisition of the non-current assets is
expected to be less than 30/100 of the consolidated net assets asof the end of the most recent consolidated business year.
(11) Lease of non-current assets;(a)
In the case of lending non-current assets by leasing
The book value of the leased non-current assets as of the end of
the most recent consolidated business year of the consolidated
company is less than 30/100 of the consolidated net assets on thesame day.
(b)
In the case of borrowing non-current assets by leasing
The total amount of leasing of the relevant non-current assets is
expected to be less than 30/100 of the consolidated net assets asof the end of the most recent consolidated business year of theconsolidated company.
(12) Suspension or abolition of the whole or a part of the All of the following criteria shall be met:(e)20

business;
(a)

(b)

(c)

In each business year that starts within three years from the
beginning of the consolidated business year to which thescheduled date of suspension or abolition of the whole or a part ofthe business belongs, every year’s decrease in net sales of theconsolidated company as a result of such suspension or abolitionis expected to be less than 10/100 of net sales in the most recent
consolidated business year;
In each business year that starts within three years from the
beginning of the consolidated business year to which thescheduled date of suspension or abolition of the whole or a part ofthe business belongs, every year’s increase or decrease inconsolidated ordinary income as a result of such suspension or
abolition is expected to be less than 30/100 of consolidated
ordinary income in the most recent consolidated business year;
In each business year that starts within three years from the
beginning of the consolidated business year to which thescheduled date of suspension or discontinuation of the whole or apart of the business belongs, every year’s increase or decrease in
the net income attributable to shareholders of the parent company
as a result of such suspension or discontinuation is expected to beless than 30/100 of the net income attributable to shareholders of
the parent company in the most recent consolidated businessyear;(13) Filing of commencement of bankruptcy procedures,
civil rehabilitation procedures or corporate
reorganization procedures;(14) Commencement of new business;
In each consolidated business year that starts within three years from the
beginning of the consolidated business year to which the scheduled dateof commencement of the new business belongs, every year’s increase in
net sales of the consolidated companies as a result of the commencementof such new business is expected to be less than 10/100 of net sales in
the most recent consolidated business year, and the total amount ofspecial expenditures for the commencement of such new business is
expected to be less than 10/100 of the book value of non-current assets
as of the end of the most recent consolidated business year.
(15) Takeover bid of share certificate, etc., s prescribed in
Article 27-2, Paragraph 1 of the FIEA (limited to thecases where the provisions of the same Paragraphapplies);(16) Change in a trade name or a corporate name;
All of the following criteria shall be met:(a)
The book value of total assets of the subsidiary as of the end of
the most recent business year is less than 30/100 of theconsolidated net assets of the consolidated companies as of theend of the most recent consolidated business year;(b)
The amount of net sales of the subsidiary in the most recent
business year is less than 10/100 of net sales of the consolidated
companies in the most recent consolidated business year;(c)
The amount of ordinary income of the subsidiary in the mostrecent business year is less than 30/100 of the consolidated
ordinary income of the consolidated companies in the most recent
consolidated business year; and(d)
The amount of net income of the subsidiary in the most recent
business year is less than 30/100 of the net income attributable toshareholders of the parent company recognized by the
consolidated companies in the most recent consolidated businessyear.
(17) Application pursuant to Article74, Paragraph 5 of the
Deposit Insurance Act;
(18) Filing of conciliation based on the special The total amount of monetary obligations subject to the conciliation inconciliation proceedings pursuant to the Act on the conciliation provisions requested by the subsidiary is less thanSpecial Conciliation Proceedings for Expediting 10/100 of the total liabilities as of the end of the most recent
Arrangement of Specified Debts, etc.;
consolidated business year.
(19) In addition to the matters set forth in (1) through (18)above, matters that are material for the operation,business or assets of the subsidiary of the issuing
company and that also give a material impact on theinvestment decision-making of investors.
8.
In the case where any of the following events occurs ina subsidiary of the issuing company:(1) Damage incurred due to a disaster or occurring in the All of the following criteria shall be met:21

course of business operation;

(2)

(3)

(a)

The amount of damage incurred due to the disaster or occurringin the course of business is expected to be less than 3/100 of theconsolidated net assets of the consolidated companies as of theend of the most recent consolidated business year;(b)
An increase or decrease in consolidated ordinary income of theconsolidated company as a result of the amount of damage
incurred due to the disaster or occurring in the course of businessis expected to be less than 30/100 of the consolidated ordinary
income in the most recent consolidated business year;(c)
An increase or decrease in the net income attributable toshareholders of the parent company recognized by the
consolidated companies as a result of the damage incurred due tothe disaster or occurring in the course of business is expected tobe less than 30/100 of the net income attributable to shareholdersof the parent company in the most recent consolidated businessyear.
Legal proceedings on the claims of property rights (a)In the case where legal proceedings are instituted:
are instituted, or a judgment is made on such legal
The value subject to the lawsuit is less than 15/100 of theproceedings, or the whole or a part of such legal
consolidated net assets as of the end of the most recent
proceedings are resolved outside of the court;
consolidated business year of the consolidated company, and in
the case where the damage is awarded as instituted immediately
after the commencement of such legal proceedings, a decrease in
net sales of the consolidated company in each business year thatstarts within three years from the beginning of the consolidated
business year to which the date when such legal proceedings are
instituted belongs as a result of the lost case in such legal
proceedings is expected to be less than 10/100 of net sales in themost recent consolidated business year;(b)
In the case where the judgment is made on the legal proceedingsor the whole or a part of such legal proceedings are resolved
outside of the court:
In the case the judgment, etc., (means that the judgment is madeon such legal proceedings or the whole or a part of such legal
proceedings are resolved outside of the court; the same shallapply hereinafter in (b))is made on the legal proceedings thatmeet the criteria set forth in the above (a), or part of the legal
proceedings that do not meet the criteria set forth in the above (a),and all of the following criteria shall be met;(i) The amount of assets provided as a result of the judgment is
expected to be less than 3/100 of the consolidated net assets
as of the end of the most recent consolidated business year of
the consolidated company;(ii) In each consolidated business year that starts within three years
from the beginning of the consolidated business year to which
the date when such judgment, etc. is made belongs, every year’s
decrease in net sales of the consolidated companies as a resultof the judgment, etc., is expected to be less than 10/100 of net
sales in the most recent consolidated business year;(iii) In each consolidated business year that starts within three years
from the beginning of the consolidated business year to which
the date when such judgment, etc. is made belongs, every year’s
decrease in consolidated ordinary income as a result of thejudgment, etc. is expected to be less than 30/100 of theconsolidated ordinary income in the most recent consolidated
business year;(iv) In each consolidated business year that starts within three years
from the beginning of the consolidated business year to which
the date when such judgment, etc. is made belongs, every year’s
decrease in the net income attributable to shareholders of theparent company as a result of the judgment is expected to beless than 30/100 of the net income attributable to shareholdersof the parent company in the most recent consolidated businessyear;
A provisional disposition order for suspension of (a)In the case where a provisional disposition order is filed:business or other equivalent disposition is filed, or
If the provisional disposition order is issued as filed immediately
legal proceedings are made on such filing, or theafter the filing, a decrease in net sales of the consolidated
whole or a part of such legal procedures are resolved
companies in each consolidated business year that starts within
outside of the court;
three years from the beginning of the consolidated business year
to which the date when such filing is made belongs as a result ofsuch provisional disposition order is expected to be less than
10/100 of net sales in the most recent consolidated business year;
22

(b)

(4)

(5)
(6)
(7)
(8)

(9)

In the case where legal proceedings are conducted on the filing ofprovisional disposition order, or the whole or a part of such legal
proceedings are resolved outside of the court:
In the case where the legal proceedings, etc., (means that legal
proceedings are conducted with regard to the filing or the whole
or a part of such legal proceedings are resolved outside of thecourt; the same shall apply hereinafter in this (b)) are conductedwith regard to the filing that meets the criteria set forth in theabove (a), or part of the such legal proceedings that do not meetthe criteria set forth in the above (a) are resolved outside of thecourt, and all of the following criteria shall be met;(i) In each consolidated business year that starts within three years
from the beginning of the consolidated business year to which
the date when such legal proceedings are conducted belongs,
every year’s decrease in net sales of the consolidated company
as a result of such legal proceedings is expected to be less than
10/100 of net sales in the most recent consolidated business
year;(ii) In each consolidated business year that starts within three years
from the beginning of the business year to which the date whensuch legal proceedings are conducted belongs, every year’s
decrease in consolidated ordinary income as a result of such
legal proceedings is expected to be less than 30/100 of theconsolidated ordinary income in the most recent consolidated
business year;(iii) In each business year that starts within three years from the
beginning of the consolidated business year to which the datewhen such legal proceedings are conducted, every year’s
decrease in the net income attributable to shareholders of theparent company as a result of such legal proceedings is
expected to be less than 30/100 of the net income attributable toshareholders of the parent company in the most recent
consolidated business year.
Revocation of license, suspension of business or (a)In the case where disciplinary action is imposed pursuant to laws
other similar disciplinary action imposed byand regulations:administrative agencies pursuant to laws andIn each consolidated business year that starts within three years
regulations, or accusation made by administrativefrom the beginning of the consolidated business year to which theagencies regarding violation of laws and regulations;date when a disposition pursuant to laws and regulations is
imposed belongs, every year’s decrease in net sales of theconsolidated company as a result of such legal proceedings is
expected to be less than 10/100 of net sales in the most recent
consolidated business year;(b)
In the case where accusation regarding violation of laws andregulations is made:The net sales in the most recent consolidated business year
provided by a business section that is subject to the accusation ofviolation of laws and regulations made by an administrative
office is less than 10/100 of net sales in the most recent
consolidated business year of the consolidated company.
Filing of Bankruptcy procedures, etc. by a person
other than the subsidiary such as a creditor;
Dishonor, etc.;
Filing of Bankruptcy procedures, etc. of a
sub-subsidiary;
Dishonor, etc., Fling of bankruptcy procedures, etc., All of the following criteria shall be met:
or a similar event occurs on a debtor or a principal (a)The amount of account receivables, loans, other debts, or the
debtor of guarantee liabilities, that may cause default
right of indemnity that may be defaulted is expected to be lessof payment of account receivables, loans or otherthan 3/100 of the consolidated net assets as of the end of the mostdebts on the part of such debtor, or default in the
recent consolidated business year of the consolidated company;
right of indemnity from such principal debtor in a (b)The amount of account receivables, loans, other debts, or thecase where such guarantee liabilities were enforced;
right of indemnity that may be defaulted is expected to be lessthan 30/100 of the consolidated ordinary income in the mostrecent consolidated business year;(c)
The amount of account receivables, loans, other debts, or theright of indemnity that may be defaulted is expected to be lessthan 30/100 of the net income attributable to shareholders of theparent company in the most recent consolidated business year.
Suspension of transactions with major trading In each consolidated business year that starts within three years from thepartners or with several trading partners due to the beginning of the consolidated business year to which the date when thesame reason or at the same time;transaction with a trading partner suspended belongs, every year’s
decrease in net sales of the consolidated companies as a result of the23

suspension of transactions is less than 10/100 of net sales in the mostrecent consolidated business year.
(10) Debt relief or extension of due date by a creditor, or All of the following criteria shall be met:
debt assumption or repayment by a third party;(a)
The amount of debt relief or the amount of assumption or
repayment of debt (amount of the debt in case of extension of thedue date) is less than 10/100 of the total debts as of the end of themost recent consolidated business year;(b)
An increase in consolidated ordinary income as a result of debt
relief or extension of the due date, or assumption or repayment ofdebt is expected to be less than 30/100 of the consolidated
ordinary income in the most recent consolidated business year;(c)
An increase in the net income attributable to shareholders of theparent company as a result of debt relief or extension of the duedate, or assumption or repayment of debt is expected to be lessthan 30/100 of the net income attributable to shareholders of theparent company in the most recent consolidated business year;(11) Discovery of resources;
In each consolidated business year starting within three years from the
beginning of the consolidated business year when mining or gathering of
discovered resources commences, every year’s increase in net sales of
the consolidated company from the business using such resources is
expected to be less than 10/100 of net sales in the most recent
consolidated business year.
(12) In addition to the matters set forth in (1) through (11)above, matters that are material for the operation,business or assets of the subsidiary company and that
also give material impact on the investment
decision-making of investors.
9.
Regarding net sales, ordinary income or net income ofthe subsidiary (limited to the issuer of securitiesprescribed in each Item of Article 27-2 of the
Enforcement Ordinance) of the issuing company, inthe case where difference (limited to those that meetthe following criteria which are regarded as having amaterial impact on the investment decision-making ofinvestors) arises between the latest estimate that was
publicly announced (or the actual performance of theprevious business year that was publicly announced if
there is no such estimate) and the estimate that is
newly calculated by the subsidiary of the issuing
company or the actual performance in the most recent
business year:(1) Net sales
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate) is 1.1 orhigher, or 0.9 or lower;(2) Ordinary income
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate) is 1.3 orhigher, or 0.7 or lower (if the latest estimate that was
publicly announced or the actual performance in theprevious business year that was publicly announced
is used because of no estimate and these figures arezero, all of such cases shall be deemed as meetingthe criteria);(3) Net income
The figure calculated by dividing the estimate that is
newly calculated or the actual performance in themost recent business year by the latest estimate thatwas publicly announced (or the actual performanceof the previous business year that was publicly
announced if there is no such estimate) is 1.3 orhigher, or 0.7 or lower (if the latest estimate that was
publicly announced or the actual performance in the24previous business year that was publicly announced
is used because of no estimate and these figures arezero, all of such cases shall be deemed as meetingthe criteria).
10. In the case where summary of the quarterly financial
and business performance of the issuing company isfixed for the first, second, and third quarters
11. In the cases where the issuing company resolved ordetermined the matters set forth in each Item below:(1) Change of class of shares;(2) Change in total number (including the maximum
number of units of preferred investment) of issuable
shares (including the increase of total number ofissuable shares pursuant to Article 184, Paragraph 2of the Companies Act in the case of share split);(3) New establishment, change, or abolishment of
distribution of complimentary gifts to shareholders;(4) Allotment by the issuing company or its affiliatedcompany to the shareholders of shares issued by theaffiliated company or grant of preferential
application entitlement of such shares;(5) Grant of preferential application entitlement ofoffered shares (offered shares as prescribed in Article
199, Paragraph 1 of the Companies Act and offeredpreferred equity as prescribed in the Act on Preferred
Equity Investment) to the shareholders by theunderwriter (prescribed in Article 2, Paragraph 6 of
the FIEA) of the offered shares;(6) Amendment of the trust contract, the issuancecontract or the corporate bond administration
entrusting contract related to convertible bond-typebonds with share options that is Phoenix Issue, orother business entrustment contract which the
Association considers as necessary;(7) Redemption or write-off of Phoenix Issues, etc.;(8) Temporary suspension of transfer of shares;(9) Public offering or secondary distribution, and shelfregistration (including the withdrawal of the above)of a depository receipt that represents the right ofshare certificates, preferred investment securities,
share option certificates or bond with share option
certificates;(10) A securities company or a foreign securities
company that concludes a wholesale underwriting
contract on a public offering (including the issuanceof share options, bonds with share options ordepository receipt that represents the right of thesesecurities in the general public offering) or thesecondary distribution, and issue price or selling
price in the public offering or the secondary
distribution (in the case of shares (including adepository receipt that represents the right of suchsecurities) that can be converted to other class ofshares (this means the delivery of shares issued by
the company in the case of shares, or the delivery ofshares in exchange of the share options that are
acquired by the issuing company in the case of shareoptions; the same shall apply hereinafter), this means
the issue price and conditions for conversion or
selling price; in the case of share options or bonds
with share option (including a depository receipt that
represents the rights of share options or bonds withshare options), this means the issue price and thedetails of share option or the selling price);(11) Conversion of shares that can be converted to otherclass of shares to Phoenix Issues, etc. exercise ofshare option, or exercise of premature redemption
rights for convertible bond-type bonds with shareoptions that is Phoenix Issues with the prematureredemption rights granted;(12) Material matters related to the right, etc. of Phoenix
25Issues other than those set forth in (1) through (11)above.

26