RULES CONCERNING SOLICITATION OF PROFESSIONALINVESTORS FOR INVESTMENT IN OVER-THE-COUNTERSECURITIES, ETC.
(April 1, 2022)

CHAPTER I. General Provisions(Purpose)
Article 1
The purpose of the Rules Concerning Solicitation of Professional Investors for Investment inOver-the-Counter Securities, etc. (hereinafter referred to as “Rules”) is to ensure fair and smoothtransactions of Over-the-Counter Securities, etc. by Professional Investors and to contribute to the protectionof investors by providing for the necessary matters concerning solicitation for investment of Over-theCounter Securities, etc. to Professional Investors, and the provision or disclosure, etc. of specified
information on securities.
(Definitions)
Article 2
In these Rules, the definition of the terms set forth in each of the following Items shall beprescribed therein:(1) Over-the-Counter Securities:
Over-the-Counter Securities prescribed in Article 2, Item 1 of the Rules Concerning Over-theCounter Securities.
(2) Investment Trust Beneficiary Certificates:
Beneficiary certificates of an investment trust prescribed in Article 2, Paragraph 1, Item 10 of the
Financial Instruments and Exchange Act (hereinafter referred to as the “FIEA”) and not listed inany financial instrument exchange market.
(3) Investment Securities, etc.:
Investment securities or certificates of investment equity subscription rights prescribed in Article
2, Paragraph 1, Item 11 of the FIEA and not listed in any financial instrument exchange market.
(4) Investment Trusts, etc.:
Investment Trust Beneficiary Certificates and Investment Securities, etc.
(5) Over-the-Counter Securities, etc.:
Over-the-Counter Securities and Investment Trusts, etc.
(6) Securities for Professional Investors:
Securities for professional investors as prescribed in Article 4, Paragraph 3 of the FIEA.
(7) Specified Information on Securities:
Specified information on securities as prescribed in Article 27-31, Paragraph 1 of the FIEA.
(8) Information on the Issuer:
Information on the issuer as prescribed in Article 27-32, Paragraph 1 of the FIEA.
(9) Handling Association Member:An Association Member designated by the Association as an Association Member who may makea solicitation for investment in Over-the-Counter Securities, etc. pursuant to the provisions of theseRules.
(10) Antisocial Forces:
Antisocial forces as prescribed in Article 15 of the Rules for Enforcement of the Articles of
Association.

CHAPTER II. Examination, etc. of Over-the-Counter Securities, etc.
(Verification and Examination)
Article 3
A Handling Association Member must understand the characteristics and risks of the Overthe-Counter Securities, etc. in which it is intending to solicit investments from new customers (limited toProfessional Investors (meaning the Professional Investors (excluding those deemed to be customers otherthan professional investors pursuant to the provision of Article 34-2, Paragraph 5 of the FIEA, and including
those that are deemed to be professional investors pursuant to the provision of Article 34-3, Paragraph 4(including when applied mutatis mutandis pursuant to Article 34-4, Paragraph 6 of the same law)) asprescribed in Article 2, Paragraph 31 of the FIEA); the same shall apply hereinafter, except for Articles 9
and 10 and the main clause of Article 11) based on these Rules and examine whether or not it is appropriate
to solicit investments and the range of customers from which investments are solicited.
2.
When a Handling Association Member conducts the verification of Over-the-Counter Securities andInvestment Securities, etc. pursuant to the provision of the preceding paragraph, it must examine the matterslisted in the following items according to the category of securities listed in the respective items, inaccordance with the internal rules formulated by the Handling Association Member pursuant to the provisionof Article 12.
(1) Over-the-Counter Securities:(a) the actual existence of the issuer and its business;(b) the financial status of the issuer;(c) the social nature of the issuer, including the status of its compliance with laws and regulations;(d) whether or not the issuer is an Antisocial Force, whether or not the issuer has any relationshipwith an Antisocial Force, and its system for eliminating any relationship with an Antisocial
Force and the status of operation of such system;(e) the status of interest between the Handling Association Member and the issuer;(f) the risks involved in investing in the Over-the-Counter Securities; and(g) in the case of private placement(limited to cases specified in Article 2, Paragraph 3, Item 2(ii) of the FIEA; the same shall apply hereinafter) or the handling of private placement, theappropriateness of the business plan and the use of funds for private placement.
(2) Investment Securities, etc.:(a) the status of the development of a system for asset management, etc.;(b) the social nature of the issuer, including the status of its compliance with laws and regulations;and(c) whether or not the issuer is an Antisocial Force, whether or not the issuer has any relationshipwith an Antisocial Force, and its system for eliminating any relationship with an Antisocial
Force and the status of operation of such system.
3.
A Handling Association Member who has conducted the verification set forth in Paragraph 1 and theexamination set forth in the preceding Paragraph shall preserve the details and results of the verification andexamination, as well as the reasons therefor, for five years from the day on which the solicitation forinvestment in the Over-the-Counter Securities, etc. was last conducted (where no solicitation for investment
has been made as a result of the verification or examination, the day on which the verification or examination
was completed).
(Terms and Conditions of Contract with Issuer for Elimination of Antisocial Forces)
Article 4
If a Handling Association Member intends to solicit investments from customers in Over-theCounter Securities, etc. based on these Rules, it must conclude a contract with the issuer of such Over-theCounter Securities, etc. on the particulars set forth in the following items by means of preparing a written
contract in writing or as an electromagnetic record:(1) The issuer makes a commitment to the effect that it is not an Antisocial Force;(2) If the commitment as per the preceding Item is found to be fraudulent, the contract for the handlingof Over-the-Counter Securities, etc. issued by the issuer shall be cancelled upon request from theHandling Association Member.
(3) If the issuer is found to be an Antisocial Force, the contract for the handling of Over-the-Counter
Securities, etc. issued by the issuer shall be cancelled upon request from the Handling Association
Member.
(Elimination of Antisocial Forces)
Article 5
If an issuer of Over-the-Counter Securities, etc. is found to be or be related to an Antisocial
Force, the Handling Association Member must not solicit investments in such Over-the-Counter Securities,
etc.

CHAPTER III. Specified Information on Securities and Information on the Issuer(Provision or Disclosure of Specified Information on Securities)
Article 6
A Handling Association Member may solicit its customers to invest in the Over-the-Counter
Securities, etc. under Article 8, limited to cases where Specified Information on Securities (provided,
however, that it shall mean the information equivalent to the Specified Information on Securities in the cases
specified in Article 14-14 of the Order for Enforcement of the Financial Instruments and Exchange Act(hereinafter referred to as the “FIEA Enforcement Order”); the same shall apply hereinafter) pertaining tosuch Over-the-Counter Securities, etc. is provided to the solicited person or disclosed.
2.
The provision or disclosure of Specified Information on Securities pertaining to Over-the-Counter
Securities, etc. set forth in the preceding Paragraph shall be made by any of the methods listed in thefollowing items:(1) Method in which the issuer or the Handling Association Member soliciting the investment
provides the solicited persons with information in writing or by electromagnetic method, by thetime of making the solicitation for investment; or(2) Method by which the issuer or a Handling Association Member soliciting investment continuously
discloses, in accordance with the provision of Article 11, Item 3 of the Cabinet Office Order on
the Provision and Publication of Information on Securities (hereinafter referred to as the “Orderon Securities Information”), the Specified Information on Securities on the website of the issuer
or the Handling Association Member until the day on which one year has elapsed from the datewhen the information was disclosed (in the cases where disclosure has been made with regard to
the Securities related to the Specified Information on Securities or where the Securities related to
the Specified Information on Securities have come to no longer exist due to cancellation,
redemption, or any other reason, the period up to the date on which such cases occurred shall beapplicable; the same shall apply hereinafter in this Article).
3.
The Specified Information on Securities set forth in Paragraph 1 shall be prepared by the issuer inaccordance with the Instructions for Discription separately established by the Association, using the forms
set forth in the following items according to the category of securities set forth in the respective items:(1) Over-the-Counter Securities:
Form 1(2) Investment Trust Beneficiary Certificates:
Form 2(3) Investment Securities, etc.:
Form 3
4.
If, before the day on which one year has elapsed from the date of the provision or disclosure of theSpecified Information on Securities provided or disclosed pursuant to Paragraph 2, there is any matter to beamended, the issuer or the Handling Association Member soliciting the investment shall provide or disclose
the amended information to the counterparty of the solicitation for investment in the Over-the-Counter
Securities, etc. related to the Specified Information on Securities and to the holder of the Over-the-Counter
Securities, etc. using the same method as that used previously for the Specified Information on Securities.
5.
A Handling Association Member must explain the method of provision or disclosure of the Specified
Information on Securities to the issuer and endeavor to have the issuer comply with the method.
(Provision or Disclosure of Information on the Issuer)
Article 7
A Handling Association Member must confirm with the customer who has come to hold Overthe-Counter Securities, etc. through the solicitation for investment pursuant to the provision of the following
Article that the Information on the Issuer pertaining to the Over-the-Counter Securities, etc. is provided ordisclosed, either by itself or by the issuer. Provided, however, that this shall not apply to the cases set forthin the items of Article 7, Paragraph 5 and the items of Article 8, Paragraph 1 of the Order on Securities
Information.
2.
The provision or disclosure of Information on the Issuer pertaining to Over-the-Counter Securities,
etc. set forth in the preceding Paragraph shall be made by any of the methods listed in the following items.
When a Handling Association Member specifies a reasonable period pursuant to the provisions of the items,
the Handling Association Member must report such period and the reason for specifying such period to the
Association in advance in writing or by electromagnetic method.
(1) Method by which the Information on the Issuer for each business year (for Investment Trust
Beneficiary Certificates, this means the specified period prescribed in Paragraph 1 of Article 24 of
the FIEA, replacing certain terms pursuant to Paragraph 5 of the same Article; the same shall apply
hereinafter) of the Issuer is provided to the holder of Over-the-Counter Securities, etc. that are
securities for Professional Investors issued by the issuer in writing or by electromagnetic method
within three months of the date on which the last day of the most recent business year has elapsed(if provision is impossible during the period due to considerable grounds such as disasters, theperiod approved as reasonable by the Handling Association Member shall apply); or(2) Method by which the issuer or a Handling Association Member soliciting the investment preparesand discloses, in accordance with the provision of Article 11, Item 3 of the Order on Securities
Information, the Information on the Issuer for the business year within three months of the dateon which the last day of the most recent business year has elapsed (if disclosure is impossible
during the period due to considerable grounds such as disasters, the period approved as reasonable
by the Handling Association Member shall apply) on the website of the issuer or the Handling
Association Member.
3.
The Information on the Issuer set forth in Paragraph 1 must be prepared by the issuer in accordancewith the Instructions for Description separately established by the Association, using the forms set forth in
the following items according to the category of securities set forth in the respective items:(1) Over-the-Counter Securities:
Form 4(2) Investment Trust Beneficiary Certificates:
Form 5(3) Investment Securities, etc.:
Form 6
4.
When the Information on the Issuer is disclosed pursuant to the provision of Paragraph 1, theInformation on the Issuer shall be disclosed continuously starting from the date of disclosure until the dateof provision or disclosure of the Information on the Issuer pertaining to the business year immediately
following the business year related to the Information on the Issuer (provided, however, that in the cases
listed in the following items, the periods set forth in the respective items shall apply).
(1) Where any of the items of Article 7, Paragraph 5 of the Order on Securities Information applies:
the period from the date on which the disclosure was made to the date on which the case came tofall under any of the items(2) Where the securities related to the Information on the Issuer have ceased to exist due tocancellation, redemption, or any other reason:
the period from the date on which it disclosed the Information on the Issuer to the date on which
the securities ceased to exist
5.
If there is any matter to be amended in the Information on the Issuer provided or disclosed pursuant
to the provision of Paragraph 1, the issuer or the Handling Association Member soliciting the investment
shall provide or disclose the fact that the Information on the Issuer is amended to the counterparty thatreceived the Information on the Issuer and the holder of the Over-the-Counter Securities, etc. using the same
method when the Information of Issuer was previously provided or disclosed.
6.
A Handling Association Member must explain the method of provision or disclosure of theInformation on the Issuer to the issuer and endeavor to have the issuer comply with the method.

CHAPTER IV. Method of Solicitation for Investments and Transactions(Requirements for Solicitation for Investments)

Article 8
A Handling Association Member may, according to the cases listed in the following items,
solicit investments in Over-the-Counter Securities, etc. from customers only when it has confirmed that therequirements specified in the respective items are satisfied.
(1) Where solicitation for investments is a private placement or handling of private placement:
The requirements specified under Article 1-5-2, Paragraph 2 of the FIEA Enforcement Order are
satisfied.
(2) Where the solicitation for investments is an exclusive offer to sell, etc. to professional investors or
handling of exclusive offer to sell, etc. to professional investors:
The requirements specified under Article 1-8-2 of the FIEA Enforcement Order are satisfied.
(The investment solicitation related to sale by Existing Shareholders)
Article 9
When soliciting for investment under Item 2 of the preceding Article, a Handling Association
Member may solicit investment related to sale for Over-the-Counter Securities, etc. to customers who holdOver-the-Counter Securities, etc. related to the solicitation for investment.
2.
When a Handling Association Member conducts solicitation set forth in the preceding Paragraph, it
shall take care not to infringe on the provision of Article 40-4 of the FIEA.
(Delivery of Written Explanation and Request for Confirmation at the Time of Commencement ofTransactions)
Article 10
If, as a result of solicitation for investment made pursuant to Article 8, a Handling Association
Member intends to enter into a transaction with a customer (limited to those deemed to be Professional
Investors pursuant to Article 34-3, Paragraph 4 of the FIEA as applied mutatis mutandis pursuant to Article
34-4, Paragraph 6 of the FIEA; the same shall apply hereinafter in this Article and the main clause of thefollowing Article) for the first time for any of the securities set forth in the following items, it shall deliverto the customer a document describing the risks applicable to the category of securities set forth in therelevant item, explain such risks, and collect a written confirmation from the customer that the customer
understands the matters described in such written explanation and enters into the transaction at its own
discretion and responsibility.
(1) Over-the-Counter Securities(2) Investment Trusts, etc.
(Delivery of Written Explanation on Individual Issues)
Article 11
When soliciting for investment pursuant to Article 8, a Handling Association Member mustdeliver a written explanation stating the matters listed in the following items and provide a sufficient
explanation thereof to the customer who is the counterparty to the solicitation for investment:(1) Range of customers assumed;(2) Details of the risk of loss;(3) Conditions for liquidation and cancellation;(4) Important matters related to the securities of a different class (meaning the securities that are not
the same class of securities as prescribed in Article 10-2 of the Cabinet Office Order on Definitions
under Article 2 of the FIEA; the same shall apply hereinafter) from the Over-the-Counter
Securities for the solicitation for investment (limited to cases where the issuer has issued securities
of a different class from the Over-the-Counter Securities subject to the solicitation for investment);

(5) Method of provision or disclosure of Information on the Issuer; and(6) Other matters that the Handling Association Member deems necessary.

CHAPTER V. Internal Control System(Internal Rules and Operational Guidelines )Article 12
A Handling Association Member must provide for, in the internal rules, the matters listed in
the following items according to the category of securities listed in the respective items for which thesolicitation for investment is to be made under these Rules, and must develop a system for properly
executing the matters set forth in the internal rules.
(1) Over-the-Counter Securities:(a) matters concerning the verification and examination conducted pursuant to the provision of
Article 3;(b) matters concerning the acquisition of information on the issuer;(c) matters concerning the management of Professional Investors;(d) matters concerning the delivery of Over-the-Counter Securities;(e) matters concerning the check for unfair tradings; and(f) other matters that the Handling Association Member deems necessary.
(2) Investment Trusts, etc.:(a) matters concerning the verification and examination conducted pursuant to the provision of
Article 3 (for Investment Trust Beneficiary Certificates, matters concerning examination shallbe excluded);(b) matters concerning the acquisition of information on Investment Trusts, etc.;(c) matters concerning the management of Professional Investors;(d) matters concerning the delivery of Investment Trusts, etc.; and(e) other matters that the Handling Association Member deems necessary.
2.
A Handling Association Member must prepare operational guidelines based on the contents of theinternal rules as set forth in the preceding Paragraph, submit them to the Association, and make them
disclose.
3.
If there are any changes or additions to the category of the securities to be solicited, a Handling
Association Member must, in advance, amend the internal rules set forth in Paragraph 1 and the operationalguidelines set forth in the preceding Paragraph, submit the amended operational guidelines to the
Association, and make them disclose.
(Notification and Disclosure as a Handling Association Member)Article 13
An Association Member who intends to become a Handling Association Member must submit
to the Association a notification of designation of a Handling Association Member using the specified form,
the operational guidelines prepared pursuant to the preceding Article, and any other documents deemednecessary by the Association no later than 15 business days prior to the commencement of the solicitationof investments under these Rules.
2.
When the Association finds that the documents submitted pursuant to the preceding Paragraph arecomplete, it shall designate the Association Member who submitted the notification under the preceding
Paragraph as a Handling Association Member. Provided, however, that the designation may be denied if it
is deemed necessary for reasons such as a violation of law or regulations, or the Association's rules, on thepart of the Association Member.
3.
The Association shall disclose the name of the Handling Association Member designated pursuant
to the provision of the preceding Paragraph.
(Revocation of Designation as a Handling Association Member)
Article 14
A Handling Association Member who wishes to rescind its designation as a Handling
Association Member must submit to the Association a written notification of rescission of designation as a
Handling Association Member using the specified form, no later than five business days prior to the day on
which it wishes to rescind its designation.
2.
The Association may, if it finds it necessary for reasons such as a violation of law or regulation, or
the rules of the Association, rescind an Association Member’s designation as a Handling Association
Member or suspend its designation by specifying a period, without a notification under the preceding
Paragraph.
3.
The Association shall, upon receipt of the notification under Paragraph 1, rescind or suspend an
Association Member’s designation as a Handling Association Member on the date desired by the Handling
Association Member who made such notification, or in the case of the preceding Paragraph, on the date
deemed necessary by the Association.
4.
The Association shall disclose the name of the Handling Association Member whose designation has
been rescinded or suspended pursuant to the provision of the preceding Paragraph.
5.
An Association Member shall continue to assume the obligations and liabilities arising from theoperations it performed as a Handling Association Member, even after its designation as a Handling
Association Member is rescinded or while its designation as a Handling Association Member is suspended
pursuant to the provision of Paragraph 3.

CHAPTER VI. Miscellaneous Provisions(Reporting to the Association)
Article 15
A Handling Association Member must report to the Association, in accordance with theprovisions set forth by the Association, on the status of the transactions pertaining to the solicitation forinvestments made by the Member under these Rules by the 15th of the month following the month during
which the date of such transactions falls on (for transactions related to private placement or handling ofprivate placement, the 15th(if the date falls on a non-business day, the following business date applies) of
the month following the month during which the date when such private placement or handling of private
placement ended applies).

(Inquiries, Etc. by the Association)
Article 16
When the Association finds it necessary in relation to the contents of a Handling Association
Member’s operational guidelines or the status of its operations under these Rules, it may make inquiries to,hear explanation from or request materials from the Handling Association Member.
2.
A Handling Association Member must respond to inquiries, hearings, or a demand for submission ofmaterials prescribed in the preceding Paragraph.
(Delivery by Electromagnetic Method)
Article 17
In lieu of delivering the document set forth in Articles 10 and 11, a Handling Association
Member may provide the information stated in the document by means of an electronic data processing
system or other methods using information communications technology pursuant to Rules Concerning
Handling of Documents Delivery, Etc. Through Electromagnetic Method (hereinafter referred to as the“Rules for Electromagnetic Information Provision”). In such case, the Handling Association Member shallbe regarded as having delivered such written documentation.
2.
A Handling Association Member may, as an alternative to collecting a written confirmation set forthin Article 10, obtain the information included in the confirmation by means of an electronic data processing
system or other methods using information communications technology pursuant to the Rules forElectromagnetic Information Provision. In such case, the Handling Association Member shall be regarded
as having collected such written confirmation.

SUPPLEMENTARY PROVISIONSThe Rules shall be enforced as of July 1, 2022.