RULES CONCERNING SHAREHOLDERS COMMUNITY(May 19, 2015)

CHAPTER I GENERAL PROVISIONS(Purpose)
Article 1
The purpose of the Rules Concerning Shareholders Community (hereinafter referred toas the “Rules”) is to prescribe necessary matters concerning transactions of Shareholders Community
Issues, while their transferability is limited, and to ensure adequate business operations for thosetransactions, thereby promoting proper understanding of the shareholders community system andrisks inherent therein, facilitating utilization of Shareholders Communities based on such
understanding, and ultimately ensuring fair and efficient trading of Shareholders Community Issues
and contributing to the protection of investors.
(Definitions)
Article 2
In these Rules, the definition of the terms set forth in each of the following Items shallbe prescribed therein:(1) Over-the-Counter Securities:
Over-the-Counter Securities prescribed in Article 2, Item 1 of the Rules Concerning Overthe-Counter Securities (hereinafter referred to as the “OTC Securities Rules”).
(2) Over-the-Counter Transactions:Over-the-Counter Transactions prescribed in Article 2, Item 2 of the OTC Securities Rules.
(3) Shareholders Community:
A group joined by investors who are interested in investing in a certain issue of Over-theCounter Securities.
(4) Operating Member:
A Regular Member designated by the Association as an operator of Shareholders
Communities.
(5) Shareholders Community Issue:
Over-the-Counter Securities for which an Operating Member operates a Shareholders
Community, wherein the Operating Member solicits investments.
(6) Antisocial Forces:
Antisocial Forces prescribed in Article 15 of the Rules Concerning the Enforcement of the
Articles of Association.
(7) Explanatory Note on Business Conditions:
Explanatory note on business conditions prescribed in Article 2, Item 3 of the OTC
Securities Rules.
(8) Over-the-Counter Handled Securities:
Over-the-counter handled securities prescribed in Article 2, Item 4 of the OTC Securities
Rules.
(Prohibition of Concurrent Operation of Equity-Based Crowdfunding Business)-1-

Article 3
During the periods for which a Regular Member handles certain Over-the-Counter
Securities in its Equity-Based Crowdfunding Business (meaning Equity-Based Crowdfunding
Business prescribed in Article 2, Item 2 of the Rules Concerning Equity-Based Crowdfunding
Business), the Regular Member must not engage in handling of public offering, private placement,
secondary distribution or private secondary distribution (meaning solicitation for sales that falls under
any of Sub-items (a) to (c) of Article 2, Paragraph 4, Item 2 of the Financial Instruments and Exchange
Act (hereinafter referred to as the “FIEA”); the same shall apply hereinafter) or secondary distribution
or private secondary distribution (hereinafter referred to “Handling, etc. of Offerings, etc.”) for thoseOver-the-Counter Securities in the Shareholders Community.

CHAPTER II FORMATION OF SHAREHOLDERS COMMUNITY(Formation of Shareholders Community)
Article 4
When forming a Shareholders Community, Regular Members must obtain thedesignation from the Association under Article 26, Paragraph 3.
2.
Shareholders Communities operated by an Operating Member must be formed on an issue-toissue basis.
(Examination of Issuers)
Article 5
Regarding Over-the-Counter Securities for which an Operating Member intends toform a Shareholders Community, when they are not found appropriate as Shareholders Community
Issues as a result of a strict examination with respect to the matters set forth in the following Items,in accordance with the internal rules established by an Operating Member pursuant to the provisionsof Article 25, the Operating Member must not form a Shareholders Community for such Over-theCounter Securities:(1) Whether the issuer and its business really exist;(2) Financial status of the issuer;(3) The issuer’s sociality including the compliance with laws and regulations;(4) Whether the issuer falls under Antisocial Forces, whether the issuer has any relationshipwith Antisocial Forces, and the issuer’s mechanism to eliminate relationships with
Antisocial Forces and the status of its operation;(5) The status of relationships between the Operating Member and the issuer as interested
parties; and(6) Risks in investing in the Over-the-Counter Securities.
2.
After the examination referred to in the preceding Paragraph, the Operating Member shallprepare a record stating the content of the examination, reasons for leading to the results of theexamination, problems discovered in the process of the examination, and other details, and suchrecord must be retained in writing or by electromagnetic means for the period of five years from thedate of completion of the examination or the date of dissolution of the Shareholders Community,
whichever is later.
(Conditions of Contract for Elimination of Antisocial Forces)
Article 6
When intending to form a Shareholders Community, the Operating Member must
conclude a written contract containing the matters set forth in the following Items with the issuer:(1) The issuer makes a commitment that it is not any Antisocial Force;(2) The contract related to the Shareholders Community for any of the Over-the-Counter
Securities issued by the issuer will be terminated at the request of the Operating Member if
the commitment referred to in the preceding Item is found to be false; and-2-

(3) The contract related to the Shareholders Community for any of the Over-the-Counter
Securities issued by the issuer will be terminated at the request of the Operating Member if
the issuer is found to fall under Antisocial Forces.
(Elimination of Antisocial Forces)
Article 7
If an issuer is found to fall under Antisocial Forces or have any relationship with
Antisocial Forces before an Operating Member forms a Shareholders Community, the Operating
Member must not form a Shareholders Community for any of the Over-the-Counter Securities issued
by such issuer.
2.
If the issuer is found to fall under Antisocial Forces or have any relationship with Antisocial
Forces after an Operating Member forms a Shareholders Community, the Operating Member must
immediately dissolve the Shareholders Communities involving such issuer.
(Handling of Offerings)
Article 8
When handling a public offering or private placement of Shareholders Community
Issues, an Operating Member must strictly examine the adequacy of the issuer’s business plan, theadequacy of the purpose of use of the funds to be raised by handling the public offering or private
placement, the purpose of use of the funds raised by any previous public offering or private placement
handled by the Operating Member for the Shareholders Community Issues, and the matters set forthin the respective Items of Article 5, Paragraph 1.
2.
The provision of Article 5, Paragraph 2 applies mutatis mutandis to the examination referred
to in the preceding Paragraph.

CHAPTER III PARTICIPATION IN AND WITHDRAWAL FROMSHAREHOLDERS COMMUNITY(Shareholders Community Participation Procedure and Prohibition of Solicitation for
Participation)
Article 9
Except where an application for participation in a Shareholders Community has been
received from an investor, Operating Members must not carry out the procedure for the investor’s
participation in the Shareholders Community.
2.
Operating Members must not solicit participation in any Shareholders Community. Provided,
however, this shall not apply when it has been confirmed that the person whom the Operating Member
is soliciting falls under any of the following:(1) Holder of the Shareholders Community Issue;(2) Officer or employee of the issuer of the Shareholders Community Issue;(3) Person who used to be in the position of two Items above;(4) Spouse or relative within the second degree of kinship of the person that falls under Item(2) above; or(5) Officer or employee of a Controlled Company, etc. (meaning a Controlled Company, etc.
defined in Article 6, Paragraph 3 of the Cabinet Office Ordinance on Definitions under
Article 2 of the Financial Instruments and Exchange Act (hereinafter referred to as “Cabinet
Office Order on Definitions”)) or an Associated Company (meaning an AssociatedCompany defined in Article 7, Paragraph 2 of the Cabinet Office Order on Definitions) of
the issuer of the Shareholders Community Issue.
(6)Professional Investors (Professional Investors that are prescribed in Article 2, Paragraph 31of the FIEA (excluding those who are regarded as non-Professional Investors prescribed in
the provisions in Article 34-2, Paragraph 5 and including those who are regarded as
Professional Investors prescribed in Article 34-3, Paragraph 4 of the FIEA (including cases-3-where it is applied mutatis mutandis to Article 34-4, Paragraph 6)); the same shall apply
hereinafter); the same shall apply hereinafter.
3.
Notwithstanding the preceding paragraph, if a Shareholders Community Issue is Over-theCounter Handled Securities (if the issuer of such Over-the-Counter Handled Securities prepares an
Explanatory Note on Business Conditions, this shall be limited to cases where the most recent
Explanatory Note on Business Conditions provided to the Operating Member pursuant to Article 13,
Item 2 is published on a webpage that can be accessed by many and unspecified persons), theOperating Member may solicit participation in the Shareholders Community concerning such
Shareholder Community Issue. In this case, the Operating Member shall, after consultation with theissuer, determine in advance the attributes of the customers as targets for solicitation regarding
participation in line with the purpose of the formation of the Shareholders Community, and solicit
participation from only such customers.
4.
Operating Members must provide the information set forth in the following Items to those whohave applied for participation in a Shareholders Community:(1) Basic information about the issuer of Shareholders Community Issues such as its business
year, the timing for the annual shareholders meeting, and the record date for voting rights
at the annual shareholders meeting; and(2) Information concerning the method of receiving the information about the issuer of
Shareholders Community Issues or the method of accessing such information under theprovisions of Article 14 and Article 16-2, Paragraph 3.
(Collection of Confirmation Letter, Etc.)
Article 10
In order to receive a confirmation from an investor (excluding a Professional Investor),
who is going to participate in a Shareholders Community operated by an Operating Member for the
first time, that the investor has understood risks in financial instruments transactions and the detailsof fees, etc. described in the documents set forth in Article 15, Paragraph 1 and will make the final
decision to conduct Over-the-Counter Transactions in the Shareholders Community Issues at theinvestor’s responsibility, the Operating Member must, in advance, prepare a document in theprescribed form containing the matters set forth in the respective Items of Article 15, Paragraph 1 anddeliver this document to the investor, offer sufficient explanations about those matters, and collect aconfirmation letter concerning Over-the-Counter Transactions in the Shareholders Community Issues
from the investor.
(Procedure for Withdrawal from Shareholders Community)
Article 11Upon receipt of a notification of withdrawal from an investor participating in a
Shareholders Community (hereinafter referred to as a “Participant”) or due to any other reason
defined in the operational guidelines (meaning the operational guidelines prescribed in Article 25,
Paragraph 2; hereinafter the same applies in Article 15, Paragraph 1, Item 14), the Operating Member
shall carry out the procedure for withdrawal of the Participant.

CHAPTER IV ACQUISITION AND PROVISION OF INFORMATION ABOUTSHAREHOLDERS COMMUNITY ISSUES(Provision of Information about Shareholders Community Issues)
Article 12
Operating Members must publicly announce the respective information about the
Shareholders Community Issues set forth in the following Items:(1) The name of Over-the-Counter Securities for which the Operating Member operates the
Shareholders Community;(2) The URL of the web page on which the issuer of the Shareholders Community Issue posts
the information about the issuer (or its main telephone number if the issuer does not operate-4-its own website);(3) Special benefits to shareholders of the issuer of the Shareholders Community Issue; and(4) Handling of Offerings or secondary distribution, or conducting secondary distribution, for
the Shareholders Community Issue, if applicable, and their subscription periods.
(5) If solicitation for participation in the Shareholders Community of Over-the-Counter
Handled Securities is to be made pursuant to Article 9, Paragraph 3, the attributes of thecustomer from whom the Operating Member can solicit participation.
2.
Operating Members may publicly announce the respective information about the Shareholders
Community Issues set forth in the following Items. When Operating Members publicly announce thisinformation, they must also disclose the date of confirmation and the source of the respective
information.
(1) Type of business of the issuer;(2) Location of the head office of the issuer;(3) Outline of business of the issuer; and(4) Whether or not the issuer has an obligation to submit the annual securities report set forthin Article 24, Paragraph 1 of the FIEA.
3.
Operating Members must not provide information on a Shareholders Community Issue to any
persons other than Participants in the Shareholders Community of the Shareholders Community Issue,
except for the following cases:(1) When providing information set forth in the Items in Paragraphs 1 and 2;(2) When providing information to a person who has applied for participation in the
Shareholders Community based on the provision of Article 9, Paragraph 4; or(3) When providing information that falls under any of the following at the request of persons
other than Participants of the Shareholders Community of the Shareholders Community
Issue:(a) Information officially announced or made available to the public by the issuer of the
Shareholders Community Issue or information posted on a web page for viewing by
many and unspecified persons;(b) Information for which the issuer of the Shareholders Community Issue has consented
to providing to persons other than Participants of the Shareholders Community of the
Shareholders Community Issue; or(c) Information related to the contract for the Shareholders Community Issue.
(Acquisition of Information)
Article 13
Operating Members must acquire information about issuers of the Shareholders
Community Issues of the Operating Member’s Shareholder Communities pursuant to the provisionsof the following Items:(1) With regard to the information about issuers preparing securities registration statements
under the provisions of Article 5 of the FIEA, annual securities reports prescribed in Article
24, Paragraph 1 thereof, semiannual securities reports prescribed in Article 24-5, Paragraph
1 thereof (or quarterly securities reports prescribed in Article 24-4-7, Paragraph 2 thereof,
if they are submitted at the issuer’s discretion), or ad hoc reports prescribed in Article 24-5,
Paragraph 4 thereof (hereinafter collectively referred to as “Securities Registration
Statements, etc.”), Operating Members must acquire the information set forth in Sub-item(a) or (b) below at the times prescribed in the applicable Sub-item:(a) Securities Registration Statements, etc.:-5-Without delay after the issuer has submitted Securities Registration Statements, etc. to
the Prime Minister of Japan; and(b) Information deemed necessary by the Operating Member, in addition to what is set
forth in (a):Without delay after the information comes into existence.
(2) With regard to the information about issuers that preparing the Explanatory Note on
Business Conditions, Operating Members must acquire the information set forth in Subitems (a) to (d) at the times prescribed in the applicable Sub-items:(a) Explanatory Note on Business Conditions:
Within three months of the day on which the last day of the business year pertaining to
the Explanatory Note on Business Conditions has elapsed (if the issuer is unable toprepare the Explanatory Note on Business Conditions within the relevant period due
to circumstances beyond its control, it shall be acquired once it is prepared, without
delay);(b) Information about a public offering stated in accordance with the requirements fordescriptions in the part entitled “Information on Securities” in securities registration
statements prescribed in Form 2 under the Cabinet Office Ordinance on the Disclosureof Corporate Affairs, etc., if the Operating Member handles the public offering:
Without delay after the solicitation requirements for the public offering are decided;(c) Information about a secondary distribution stated in accordance with the requirements
for descriptions in the part entitled “Information on Securities” in securities registration
statements prescribed in Form 2 under the Cabinet Office Ordinance on the Disclosureof Corporate Affairs, etc., if the Operating Member handles or initiates secondary
distribution:
Before the start of such handling or the commencement of secondary distribution; and(d) Other information deemed necessary by the Operating Member in addition to theinformation listed in (a) through (c) above:
Without delay after such information has arisen.
(3) With regard to the information about issuers other than those referred to in the preceding
two Items, Operating Members must acquire the information set forth in Sub-items (a) to(h) at the times prescribed in the applicable Sub-items:(a) Financial statements based on the Companies Act:
Without delay after the approval of the annual shareholders meeting;(b) Information stated in accordance with the requirements for descriptions in financial
statements that public companies are supposed to prepare under the Companies Act, if
the issuer is a stock company not being a public company (meaning a public company
prescribed in Article 2, Item 5 of the Companies Act; the same shall apply hereinafterin this Item):
At the time of acquisition of the information set forth in Sub-item (a);(c) Business reports based on the Companies Act:
Without delay after reporting to the annual shareholders meeting;(d) Information stated in accordance with the requirements for descriptions in business
reports that public companies are supposed to prepare under the Companies Act, if theissuer is a stock company not being a public company:-6-At the time of acquisition of the information set forth in Sub-item (c);(e) Information stated in accordance with the requirements for descriptions of “Businessrelated Risks etc.” and “Outline of Company’s Share Administration Work” in the part
entitled “Company Information” in an annual securities report prescribed in Form 3
under the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.:
At the time of acquisition of the information set forth in Sub-item (c);(f) Information about a public offering stated in accordance with the requirements fordescriptions in the part entitled “Information on Securities” in securities registration
statements prescribed in Form 2 under the Cabinet Office Ordinance on the Disclosureof Corporate Affairs, etc., if the Operating Member handles the public offering:
Without delay after the solicitation requirements for the public offering are decided;(g) Information about a secondary distribution stated in accordance with the requirements
for descriptions in the part entitled “Information on Securities” in securities
registration statements prescribed in Form 2 under the Cabinet Office Ordinance on
the Disclosure of Corporate Affairs, etc., if the Operating Member handles or initiates
secondary distribution:
Before the start of such handling or the commencement of secondary distribution; and(h) Other information deemed necessary by the Operating Member, in addition to what is
set forth in Sub-items (a) to (g):Without delay after the information comes into existence.
(Provision of Information about Shareholders Community Issues to Participants)
Article 14
If an Operating Member acquires any information set forth in any Item of the preceding
Article, the Operating Member must provide such information to the Participants of the Shareholders
Community of the Shareholders Community Issue or make such information available for inspection
by the Participants.

CHAPTER V

SOLICITATION FOR INVESTMENTS(Explanations on Over-the-Counter Transactions to Participants and Delivery of Documents
for Delivery Prior to Conclusion of a Contract)
Article 15
Operating Members must describe at least the matters set forth in the following Itemson documents for delivery prior to the conclusion of a contract, which are required to be delivered
pursuant to the provision of Article 37-3, Paragraph 1 of the FIEA, deliver those documents to
Participants (excluding Professional Investors) conducting Over-the-Counter Transactions for
Shareholders Community Issues pursuant to the provision of the same Article, and offer sufficient
explanations about those matters:(1) The fact that the duty of disclosure equivalent to the duty of disclosure required under the
FIEA or timely disclosure required by applicable rules of financial instruments exchanges
does not apply to the Shareholders Community Issue;(2) The fact that issuer’s financial information was not audited by a certified public accountant
or audit corporation, if this fact is applicable;(3) The fact about the Shareholders Community Issue that there are no quotations or market
prices which can be used as reference for trading and that its liquidity is extremely low;(4) The possibility that the issuer may reject approval of the acquisition by a transfer intended
by any subsequent Over-the-Counter Transaction if transfer restrictions are imposed on
those issues;-7-(5) Risks that the value of the Shareholders Community Issue may be significantly impaired
due to circumstances of the issuer of the Shareholders Community Issue or other related
circumstances;(6) Contact information for inquiries about the Shareholders Community Issue;(7) The method of providing information based on the preceding Article;(8) Matters concerning shareholder administration by the Issuer;(9) The principle that medium- or long-term holdings are strongly encouraged for the
Shareholders Community Issue;(10) The requirement that Over-the-Counter Transactions for the Shareholders Community Issue
are allowed solely within the Shareholders Community;(11) The requirement that Over-the-Counter Transactions for the Shareholders Community Issue
must be conducted through the Operating Member;(12) The fact that the insider trading restrictions under the provisions of Articles 166, 167, and
167-2 of the FIEA do not apply to Over-the-Counter Transactions for the Shareholders
Community Issue;(13) The possibility that the Shareholders Community may be dissolved due to any reason
attributable to the issuer or the Operating Member, which is likely to cause a significant
decline of liquidity;(14) The requirement that the Shareholders Community Issue must be handled in accordancewith the operational guidelines established by the Operating Member, and the content of
those guidelines;(15) The method of reviewing explanatory documents stating the status of the Operating
Member’s business and assets, prepared pursuant to Article 46-4 of the FIEA, and adocument stating the Operating Member’s capital adequacy ratio, prepared pursuant to
Article 46-6, Paragraph 3 of the FIEA;(16) Risks in investing in the Shareholders Community Issue; and(17) Other matters deemed necessary by the Operating Member.
2.
When an Operating Member solicits investments in a Shareholders Community Issue from
Participants conducting Over-the-Counter Transactions for the relevant Shareholders Community
Issue, the Operating Member must inform those Participants that they are entitled to ask for
explanations on the details of the information provided pursuant to the preceding Article.
(Prohibition of Solicitation for Investments from Persons Other than Shareholders Community
Participants)
Article 16
An Operating Member must not solicit investments in the Shareholders Community
Issue in any Shareholders Community from persons other than Participants in the same Shareholders
Community.
(Handling, etc. of Private Placements, etc. for Shareholders Community Issues)
Article 16-2 When handling a private placement or private secondary distribution, or conducting a
private secondary distribution (hereinafter referred to as “Handling, etc. of Private Placement, etc.”),of a Shareholders Community Issue, the Operating Member must obtain the information about theprivate placement or private secondary distribution stated in accordance with the requirements fordescriptions in the part entitled “Information on Securities” in Securities Registration Statements
prescribed in Form 2 under the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc.
and provide it to the participants who are the counterparties of investment solicitation.
2.

When engaging in Handling, etc. of Private Placement, etc. of a Shareholders Community-8-Issue, the Operating Member receives an order for OTC Transaction of the Shareholders Community
Issue from a Participant whom the Operating Member does not solicit for the Handling, etc. of Private
Placement, etc., the operating Member must explain to such Participant that the Handling, etc. ofPrivate Placement, etc. for the Shareholders Community Issue is performed for other investors.
3.
If an Operating Member engages in Handling, etc. of Private Placement, etc. of a Shareholders
Community Issue, without delay upon the completion thereof, the Operating Member must provide
such information about the completion of the Handling, etc. of Private Placement, etc., to theParticipants of the Shareholders Community of the Shareholders Community Issue or make suchinformation available for inspection by the Participants.
(Exceptions in Solicitation for Investments from Persons Other than Shareholders Community
Participants)
Article 16-3 Notwithstanding the provision of Article 16, an Operating Member may solicit
investments in the Shareholders Community Issues pertaining to the Shareholders Community from
customers who are not participants in the Shareholders Community (limited to those that fall underthe Items in Article 9, Paragraph 2) in the cases below. In such a case, the customer who is solicited
to invest shall be deemed to be a Participant before their participation in the Shareholders Community.
The provisions of Article 10, Article 12 Paragraph 3, Articles 14 and 15, Article 16-2 Paragraph 1,
and Article 31 shall apply to such customers.
(1) Where the Operating Member handles private placement to a small number of customers(meaning the Solicitation of Offers to Acquire set forth in Article 2, Paragraph 3, Item 2 (c)of the FIEA) for the Shareholders Community Issues, provided that the customers whom
the Operating Member solicits acquire the Shareholders Community Issues on the conditionof participating in the Shareholders Community; or(2) Where the customer whom the Operating Member solicits falling under any of the items
from (1) to (5) under Article 9, Paragraph 2 acquires the Shareholders Community Issues
on the condition of participating in the Shareholders Community.
2.
Notwithstanding the provision of Article 16, an Operating Member may solicit investments
related to sale for the Shareholders Community Issues to a customer who falls under Article 9,
Paragraph 2, Item 1. In such a case, the customer does not need to participate in the Shareholders
Community.
3.
The provision of Article 17 shall not apply to Over-the-Counter Transactions for a
Shareholders Community Issues conducted as a result of solicitation under the preceding Paragraph,
where the counterparty is a participant in the Shareholders Community or the Operating Member.

CHAPTER VI OVER-THE-COUNTER TRANSACTIONS(Scope of Over-the-Counter Transactions)
Article 17Over-the-Counter Transactions for a Shareholders Community Issue must be
conducted between Participants in the relevant Shareholders Community or between a Participant
therein and the Operating Member thereof.
(Ascertainment of Fraudulent Transactions)
Article 18
When conducting any Over-the-Counter Transaction for a Shareholders Community
Issue, Operating Members must ascertain that the Over-the-Counter Transaction is not in violation of
any provision of the FIEA, other relevant laws and regulations, and these Rules.
(Proprietary Trading)
Article 19
When a Regular Member executes a sale or purchase of any Shareholders Community
Issue for its own account, the Operating Member shall give due regard so as not to impair fair priceformation and soundness of management.
-9-

(Prohibition of Transactions for Joint Accounts)
Article 20
Regular Members must not conduct Over-the-Counter Transactions for Shareholders
Community Issues for joint accounts shared with another Regular Member or a Participant.
(Prohibition of Over-the-Counter Transactions Using Fraudulent Means)
Article 21
Regular Members must not conduct Over-the-Counter Transactions for Shareholders
Community Issues by any fraudulent means such as a fake sale and purchase, a sale and purchaseinvolving a conspiracy, etc.
(Prohibition of Excessive Trading)
Article 22
A Regular Member must not conduct Over-the-Counter Transactions for Shareholders
Community Issues for its own account or for the account of any of its affiliates, etc. at a volume thatis considered excessive in light of its financial capacity or trading situations of the Shareholders
Community Issues.
(Prohibition of Price Manipulation)
Article 23
Regular Members must not conduct purchasing transactions by sequentially raising
quotations or trading prices, selling transactions by sequentially lowering quotations or trading prices,or other similar acts with the intention of misleading other persons, artificially creating brisk trading,unduly influencing market prices, forming a manipulative quotation not reflecting actual market
conditions, or the like in connection with Shareholders Community Issues.
(Prohibition of Acceptance of Market Orders, Margin Transactions, and Over-the-Counter
Transactions for Unissued Over-the-Counter Securities)
Article 24

Regular Members must not accept market orders for Shareholders Community Issues.

2.
Regular Members must not conduct margin transactions (including a sale and purchaseconducted by a Regular Member based on credit granting) for Shareholders Community Issues.
3.
Regular Members must not conduct Over-the-Counter Transactions for Shareholders
Community Issues not yet issued.

CHAPTER VII DEVELOPMENT, ETC. OF BUSINESS ADMINISTRATIONSYSTEMS(Internal Rules and Operational Guidelines)
Article 25
Operating Members must establish their internal rules prescribing the matters set forthin the following Items and develop systems to properly implement the matters prescribed in thoseinternal rules:(1) Matters concerning examinations carried out pursuant to the provisions of Article 5 or 8;(2) Matters concerning the requirements and procedures for investors’ participation in orwithdrawal from a Shareholders Community;(3) Matters concerning the requirements and procedures for dissolution of a Shareholders
Community;(4) Matters for ensuring compliance with the provisions of Article 12;(5) Matters concerning acquisition of information about an issuer;(6) Matters concerning provision of information to Participants based on Articles 14 and 16-2;(7) Matters for responding to inquiries from investors other than Participants;(8) Matters concerning delivery of Over-the-Counter Securities related to Over-the-Counter
Transactions;- 10 -

(9) Matters concerning ascertainment in connection with fraudulent transactions prescribed in
Article 18; and(10) Other matters deemed necessary by the Operating Member.
2.
Operating Members must prepare operational guidelines based on the internal rules prescribedin the preceding Paragraph and submit those guidelines to the Association.
3.
Operating Members must publicly announce their operational guidelines referred to in thepreceding Paragraph.
4.
If an Operating Member changes any content of the operational guidelines referred to in
Paragraph 2, the Operating Members must implement the measures referred to in the preceding two
Paragraphs for the changed content and the revised guidelines.
(Notification and Designation as Operating Member)
Article 26
A Regular Member intending to become an Operating Member must notify the
Association at least 15 business days prior to the scheduled date for formation of a Shareholders
Community.
2.
When giving the notification under the preceding Paragraph, the Regular Member referred totherein must submit the following documents to the Association: an Application for Designation as
Operating Member in the prescribed form, the operational guidelines prepared pursuant to theprovision of Paragraph 2 of the preceding Article, an oath as an Operating Member in the prescribed
form, and other documents deemed necessary by the Association.
3.
If the Association determines that no deficiency has been found in the documents submitted
pursuant to the provision of the preceding Paragraph, the Association shall designate the Regular
Member having given the notification under Paragraph 1 as an Operating Member. Provided, however,the Association may refrain from such designation when it is necessary to do so due to the Regular
Member’s violation of any provision of laws and regulations or the Association’s rules or for any
other reason.
4.

The Association will publicly announce the designation under the preceding Paragraph.

(Revocation of Designation as Operating Member)
Article 27
An Operating Member desiring revocation of designation as an Operating Member
must notify the Association at least five business days prior to the desired date of revocation. In thiscase, the Operating Member must submit a Notification for Revocation of Designation as Operating
Member in the prescribed form to the Association.
2.
The Association may revoke the designation as Operating Member or suspend suchdesignation for a specified period, without relying on a notification referred to in the preceding
Paragraph, when the Association finds it necessary due to a violation by the Operating Member oflaws and regulations or the Association’s rules or for any other reason.
3.
The Association shall revoke or suspend the designation as Operating Member on the datedesired by the Operating Member in the case of receiving a notification referred to in Paragraph 1, oron the date deemed necessary by the Association in the case referred to in the preceding Paragraph.
4.
The Association will publicly announce the revocation or suspension of designation referred
to in the preceding Paragraph.
5.
Even after the designation as Operating Member is revoked under the provision of Paragraph
3, the Operating Member must continuously fulfill its obligations and responsibilities attributable tothe period for which the designation of the Operating Member was effective.
(Dissolution of Shareholders Community Due to Revocation of Designation as Operating
Member)
Article 28

If the Association revokes the designation as Operating Member pursuant to the- 11 -

provisions of the preceding Article, the Operating Member must immediately dissolve all the
Shareholders Communities operated by it.

CHAPTER VIII MISCELLANEOUS PROVISIONS(Reporting to the Association)
Article 29
Operating Members must report the status of Over-the-Counter Transactions for
Shareholders Community Issues handled by their own and their Handling, etc. of Offerings for theseissues to the Association every Monday (or on Monday of the week immediately following the week
in which the expiration date of the period for any Handling, etc. of Offerings falls, with regard to thestatus of Handling, etc. of Offerings) (or on the immediately following business day, if Monday is a
nonbusiness day) pursuant to the provisions separately specified by the Association.
2.
The Association will publicly announce the contents reported pursuant to the preceding
Paragraph.
(Inquiries, Etc. by the Association)
Article 30
When the Association finds it necessary, the Association may make inquiries to, holdhearings from, or demand submission of materials by Operating Members in connection with thecontent of their operational guidelines or the status of Shareholders Community Issues or theirbusiness operations.
2.
Operating Members must respond to inquiries, hearings, or a demand for submission ofmaterials prescribed in the preceding Paragraph.
(Delivery, etc. Using Electromagnetic Methods)
Article 31
In substitution for the delivery of a document prescribed in Article 10, pursuant to the“Rules Concerning Handling of Documents Delivery, etc. through Electromagnetic Method”(hereinafter referred to as the “Electric Document Delivery Rules”), Operating Members may use
methods employing electronic information processing systems or other information technologies toprovide the matters to be stated in the document. In such a case, the Operating Members shall be
regarded as having delivered the document.
2.
In substitution for the collection of a confirmation letter concerning Over-the-Counter
Transactions in the Shareholders Community Issues prescribed in Article 10, pursuant to the “ElectricDocument Delivery Rules,” Operating Members may use methods employing electronic information
processing systems or other information technologies to collect the matters to be stated in theconfirmation letter. In such cases, the Operating Members shall be regarded as having collected theconfirmation letter.
CHAPTER IX

EXCEPTIONS CONCERNING DELISTED ISSUES(Exceptions in the Brokerage, etc. of Delisted Issues)
Article 32
Members that are not Operating Members of a Shareholders Community for sharecertificates or corporate bond certificates with share options that have been delisted from a Financial
Instruments Exchange may solicit customers for sale of the Shareholders Community Issue of the
Shareholders Community, provided that all of the following requirements are met:
(1) The Member that is not an Operating Member obtains approval from one of the Operating
Members for the Shareholders Community Issue for handling the Shareholders Community
Issue; and(2) The investment solicitation for the sale must be made on condition that the sale or theintermediary, brokerage, or agency service for the sale (hereinafter referred to as “Brokerage,etc.” in this Chapter) is conducted for the Operating Member that gave the approval set forth- 12 -

in the preceding Item.
2.
When the Association finds it necessary, the Association may make inquiries of, hold hearings
with, or demand submission of materials by the Member conducting the Brokerage, etc., pursuant to
the provisions of the preceding Paragraph (hereinafter referred to as “Brokerage Member” in this
Chapter) in connection with the status of the handling of the Shareholders Community Issue.
3.
Brokerage Members must respond to inquiries, hearings, or a demand for submission ofmaterials prescribed in the preceding Paragraph.
(Provision, etc. of Information Concerning Brokerage Members)
Article 33
When an Operating Member gives an approval set forth in the preceding Article,
Paragraph 1, Item 1, the Operating Member must provide the following information to the Brokerage
Member(s):(1) Content of the document to be delivered by the Operating Member prior to the conclusionof a contract pursuant to the provisions of Article 15, Paragraph 1 herein and Article 37-3,
Paragraph 1 of the FIEA (if the content of this document has been changed, the details of
the change) to the Participants (excluding Professional Investors) of the OTC Transactionof the Shareholders Community Issue;(2) Content of the confirmation letter prepared by the Operating Member concerning an OTC
Transaction in the Shareholders Community Issue set forth in Article 10 herein (if thecontent of this confirmation letter has been changed, the details of the change); and(3) Other information that the Operating Member deemed as necessary to be provided toinvestors through the Brokerage Member(s).
2.
The Operating Member may provide the Brokerage Member(s) with the information set forthin Article 9 Paragraph 4 Item 1, Items under Article 12 Paragraphs 1 and 2, Items 3 (a) to (c) under
Article 12 Paragraph 3, Article 13, and Article 16-2 Paragraph 3.
3.
Brokerage Member(s) must deliver the document set forth in Item 1 to the customers to which
the Shareholder Community Issue is to be sold, provide the information set forth in Item 2, and fully
explain the information in this document and information (the provisions of Articles 15 and 31 shallapply mutatis mutandis to the delivery and explanation of the document set forth in Item 1 by the
Brokerage Member(s). In this case, “Operating Member” in the main clause of Article 15, Paragraph
1 and Article 31 shall be replaced with “Brokerage Member(s).” “Participants” in the main clause of
Article 15, Paragraph 1 shall be replaced with “Customers.”).
(1) Document to be delivered prior to the conclusion of a contract, including the information
obtained from the Operating Member, pursuant to the provision of Paragraph 1, Item 1
herein; and(2) Information provided by the Operating Member pursuant to the provision of Paragraph 1,
Item 3.
4.
Brokerage Member(s) must not provide information on the Shareholders Community Issue tothe Customers unless it is information obtained pursuant to the provision of Paragraph 2 being
provided at the request of Customers or information being provided to Customers pursuant to theprovision of the preceding Paragraph.
5.
The provision of Article 12, Paragraph 3 shall not apply when an Operating Member isproviding information under the provisions of Paragraphs 1 and 2.
(OTC Transactions by Brokerage Members)
Article 34
When a Brokerage Member engages in an OTC Transaction of the Shareholders
Community Issue as a result of investment solicitation under Article 32, Paragraph 1, the OTC
Transaction shall be premised upon Brokerage, etc., for the Operating Member that gave the approval- 13 -

set forth in Item 1 of the same Paragraph.
2.
The provisions of Articles 10, 18, and 29 shall apply mutatis mutandis to a Brokerage
Member’s OTC Transaction of the Shareholders Community Issue. In this case, “Operating Member”
shall be replaced with “Brokerage Member(s),” and “investor who is going to participate in a
Shareholders Community operated by an Operating Member for the first time” shall be replaced with“investor who is engaging in OTC Transaction of the Shareholders Community Issue for the first timewith the Brokerage Member.”3.
The provision of Article 17 shall not apply to OTC Transactions in Shareholders Community
Issues conducted as a result of investment solicitation under Article 32, Paragraph 1.

SUPPLEMENTARY PROVISIONS [Omitted](Note) This amendment comes into effect as of July 1, 2022.
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 inaccordance with the original Japanese text.

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