RULES CONCERNING OVER-THE-COUNTERSECURITIES(March 15, 2005)

CHAPTER I. GENERAL PROVISIONS(Purpose)
Article 1 The purpose of the Rules Concerning Over-the-Counter Securities (hereinafter referred to as“Rules”) is to ensure fair and smooth Over-the-Counter Transactions in Over-the-Counter Securities(excluding Phoenix Issues; the same shall apply hereinafter, except for the next Article and Article 5) andthereby contribute to investor protection.
(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: Shares, share option certificates and bonds with share option that are
not listed on any Financial Instruments Exchange Market, issued in Japan by Japanese corporations.
(2) Over-the-Counter Transactions: Sale and Purchase or other transactions of Over-the-Counter
Securities conducted by a Regular Member on its own account or on a customer’s account.
(3) Explanatory Note on Business Conditions: Explanatory materials that meet the requirements
prescribed in Article 5 and are used by a Regular Member, or a Special Member or a Financial
Instruments Intermediary Service Provider commissioned by the said Regular Member to carry out
Financial Instruments Intermediary Service (a business related to the Financial Instruments
Intermediary Service under the provisions of Article 3, Item 9 of the Articles of Association; thesame shall apply hereinafter) when conducting investment solicitation for Over-the-Counter
Handled Securities.
(4) Over-the-Counter Handled Securities: Among Over-the-Counter Securities, shares, share option
certificates and bonds with share option (hereinafter referred to as “Shares, etc.”) issued by issuing
companies which fall under any of the following:(a) Issuing companies (limited to an issuing company all of whose financial statements andconsolidated financial statements included in a Securities Report or Securities Registration
Statement which is most recently submitted to the Prime Minister are accompanied by an audit
report with an unqualified general opinion) that are liable to submit a Securities Reportpursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act (hereinafterreferred to as “FIEA”);(b) Issuing companies (limited to an issuing company whose share certificates and bonds withshare options are de-listed by a Financial Instruments Exchange and whose financial
statements and consolidated financial statements in the latest fiscal year that are included in a
Securities Report or Securities Registration Statement which is most recently submitted to thePrime Minister are accompanied by an audit report with an unqualified general opinion) thatare liable to submit a Securities Report pursuant to the provision of Article 24, Paragraph 1 of
the FIEA;(c) Issuing companies that prepare Explanatory Note on Business Conditions that fulfill the1requirements as set forth in Article 5, Items 1 through 4;(d) Issuing companies that prepare Explanatory Note on Business Conditions that fulfill therequirements as set forth in Article 5, Items 1 through 3 and Item 5.
(5) Phoenix Issues: Among Over-the-Counter Handled Securities, Phoenix Issues prescribed in Article
2, Item 5 of the “Rules Concerning Phoenix Issues”.

CHAPTER II. PROHIBITION OF SOLICITATION FOR INVESTMENTS
AND THE EXCEPTIONAL CASES(Prohibition of Investment Solicitation for Over-the-Counter Securities)
Article 3 An Association Member must not solicit customers to invest in Over-the-Counter Securities,
except in the cases under the provisions of any Article from the following Article to Article 4-2, Article 6, or
7, the Rules Concerning Shareholders Community, the Rules Concerning Equity-Based Crowdfunding
Business or the Rules Concerning Solicitation of Professional Investors for Investment in Over-the-Counter
Securities, etc..
(Investment Solicitation for Transactions of Over-the-Counter Securities for the Purpose of
Transferring Management Control, etc.)
Article 3-2 An Association Member may solicit investment related to a series of sales and purchases orintermediary services for sales and purchases of Over-the-Counter Securities (excluding Over-the-Counter
Handled Securities issued by an issuer of the listed securities; the same shall apply hereinafter in this Article)
to achieve all of the purposes set forth in the following items:(1) The buyer acquires the majority of the voting rights of all shareholders (excluding shareholders
with no voting rights on any of the matters which may be resolved at a shareholders meeting; thesame shall apply hereinafter) of the issuing company of Over-the-Counter Securities (including
when the buyer who already holds the majority of the voting rights of all shareholders additionallyacquires voting rights or when the sum of the number of voting rights held by the buyer and thenumber of voting rights held by another entity (limited to those premised to exercise their voting
rights based on the same policy as the buyer) forms the majority of the voting rights of allshareholders); and(2) The buyer or the person appointed by the buyer assumes the position of the representative of theissuing company of Over-the-Counter Securities.
2.
An Association Member must obtain the consent of the issuing company for the matters set forth
below when soliciting investments based on the preceding Paragraph:(1) The attributes, etc. of the customer who is subject to investment solicitation related to purchase;(2) When the customer who is subject to investment solicitation related to purchase or those entrusted
by such customer desires investigation of the issuing company (hereinafter referred to as “DueDiligence”), the issuing company cooperates with the Due Diligence; and(3) The Association Member provides a summary of the Due Diligence results to the customer who issubject to investment solicitation.
3.
When conducting investment solicitation based on Paragraph 1, the Association Member must
explain the matters set forth in Item 1 to the customer who is subject to investment solicitation related to sale,and the matters set forth in Items 1 to 4 to the customer who is subject to investment solicitation related to2

purchase:(1) Unless the prospect of achieving all purposes set forth in the items under Paragraph 1 can be
confirmed, the Association Member may not conduct sale or purchase of, or conduct intermediaryservices for sale or purchase of, the Over-the-Counter Securities;(2) The customer may conduct Due Diligence if the customer prefers to do so, and in that case, theissuing company consents to cooperating with the Due Diligence;(3) The customer may entrust a third party to conduct the Due Diligence; and(4) If the customer is to acquire the majority of voting rights of all shareholders in combination with
the number of voting rights held by another entity, the Association Member may not conduct saleor purchase of, or conduct intermediary services for sale or purchase of the Over-the-Counter
Securities unless it can be confirmed that all such entities are premised to exercise the voting rights
with the same policy.
4.
When conducting investment solicitation related to purchase based on Paragraph 1, the Association
Member must obtain the consent of the customer who is subject to investment solicitation for the matters set
forth in the following items:(1) If the customer or an entity entrusted by the customer is to conduct Due Diligence, the customer
provides a summary of Due Diligence results to the Association Member; and(2) The Association Member provides the summary of the Due Diligence results that the Association
Member acquired based on the preceding Item to another customer who is subject to investment
solicitation based on Paragraph 1.
5.
If an Association Member acquired a summary of the Due Diligence results based on the provisionof the preceding Paragraph, Item 1, the Association Member must provide the summary to customers whoare subject to investment solicitation based on Paragraph 1 (excluding the customer who provided thesummary). However, if the Association Member has confirmed with the customers that the provision of thesummary is unnecessary, this shall not apply.
6.
When an Association Member conducts a series of sales and purchases, or intermediary services
for sales and purchases, of Over-the-Counter Securities set forth in Paragraph 1, the Association Member
must not sell or purchase, or conduct intermediary services for the sale or purchase of, the Over-the-Counter
Securities without confirming the matters set forth in the following items beforehand:(1) There is the prospect that all of the purposes set forth in the items under Paragraph 1 can beachieved; and(2) If a buyer is to acquire the majority of voting rights of all shareholders in combination with thenumber of voting rights held by another entity, all such entities are premised to exercise the voting
rights with the same policy.
7.
An Association Member must report to the Association on the investment solicitation based on
Paragraph 1 as separately prescribed by the Association. The reporting by a Special Member that conducts
intermediary services for sale and purchase as its Financial Instruments Intermediary Service is not required
if the Regular Member that commissioned the Special Member to carry out the Financial Instruments
Intermediary Service submits the report on behalf of such Special Member.
8.
An Association Member shall make efforts to resolve any information asymmetry between thetransacting parties when soliciting investments based on Paragraph 1.
(Investment Solicitation for Acquisition of Over-the-Counter Securities which is made to Qualified

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Institutional Investors)
Article 4 An Association Member may solicit Qualified Institutional Investors (as prescribed in Article 2,
Paragraph 3, Item 1, of the FIEA; the same shall apply hereinafter) to invest in Over-the-Counter Securities
on conditions that transfer restrictions should be imposed on the Over-the-Counter Securities they acquire.
2.
Concerning the transfer restriction in the preceding Paragraph, the persons set forth below shallmeet the following requirements.
(1) Qualified Institutional Investors who are counterparties of investment solicitation, if the investment
solicitation falls under the cases set forth in Article 2, Paragraph 3, Item 2(a) of the FIEA (including
the cases where investment is solicited for Over-the-Counter Securities for which investment
solicitation at the time of issuance falls under the provision):
It shall meet the requirements prescribed in Article 1-4 of the Enforcement Ordinance of the FIEA;(2) Qualified Institutional Investors who are counterparties of investment solicitation, if the investment
solicitation falls under the cases set forth in Article 2, Paragraph 4, Item 2(a) of the FIEA (including
the cases of investment solicitation of Over-the-Counter securities if such investment solicitation
falls under such cases) :It shall meet the requirements prescribed in Article 1-7-4 of the Enforcement Ordinance of the
FIEA;(3) Qualified Institutional Investors when such investment solicitation falls under the cases set forth in
Article 2, Paragraph 3, Item 2(c) of the FIEA as a result of excluding the Qualified Institutional
Investors from the calculated number prescribed in Article 1-5 of the Enforcement Ordinance of
the FIEA due to the reason that such Qualified Institutional Investors who are counterparties forinvestment solicitation meet the conditions prescribed in Article 1-4 of the Enforcement Ordinancefor the FIEA, and Qualified Institutional Investors who are counterparties for investment
solicitation in Over-the-Counter Securities for which investment solicitation at the time of issuancefalls under such cases:
It shall meet the requirements prescribed in Article 1-4 of the Enforcement Ordinance of the FIEA;(4) Qualified Institutional Investors when such solicitation for sale, etc. as prescribed in Article 2,
Paragraph 4 of the FIEA falls under the cases set forth in Article 2, Paragraph 4, Item 2(c) of the
FIEA as a result of excluding the Qualified Institutional Investors from the calculated number
prescribed in Article 1-8 of the Enforcement Ordinance of the FIEA due to the reason that such
Qualified Institutional Investors who are counterparties for investment solicitation meet theconditions prescribed in Article 1-7-4 of the Enforcement Ordinance of the FIEA, and Qualified
Institutional Investors who are counterparties for solicitation for sale of Over-the-Counter
Securities for which solicitation for sale falls under such cases:
It shall meet the requirements prescribed in Article 1-7-4 of the Enforcement Ordinance of the
FIEA;
3.
Notwithstanding the provisions of the preceding two paragraphs, an Association Member may
solicit Qualified Institutional Investors other than those listed in each item of Paragraph 2 to invest in theOver-the-Counter Securities without any restriction on transfer.
4.
An Association Member must report to the Association on the investment solicitation based on
Paragraph 1 as separately prescribed by the Association. The reporting by a Special Member that conducts
investment solicitation based on Paragraph 1 as its Financial Instruments Intermediary Service is not required
if the Regular Member that commissioned the Special Member to carry out the Financial Instruments
Intermediary Service submits the report on behalf of the Special Member.
(Investment Solicitation for Acquisition of Over-the-Counter Securities which is made to professional
investors who can evaluate the corporate value)4Article 4-2 When conducting transactions concerning Over-the-Counter securities listed in the following
items, an Association Member may solicit Professional Investors (as prescribed in Article 2, Paragraph 31 of
the FIEA (including Professional Investors pursuant to the provision of Article 34-3, Paragraph 4 of the FIEA,
but excluding those deemed to be customers who are not Professional Investors under the provision of Article
34-2, Paragraph 5 of the FIEA); the same shall apply hereinafter) that are acknowledged by the Association
Member as having the ability to evaluate the corporate value at its own responsibility.
(1) Transaction from the Solicitation of Offers to Acquire as prescribed in Article 2, Paragraph 3, Item
2 (c) of the FIEA;(2) Transaction from the Offer to Sell as prescribed in Article 2, Paragraph 4, Item 2 (c) of the FIEA;(3) Transaction set forth in Article 1-7-3 of the FIEA Enforcement Order; or(4) Selling of Over-the-Counter Securities by the customer.
2.
When engaging in investment solicitation under the preceding Paragraph, an Association Member
must obtain a written representation and commitment from the customer regarding the following matters:(1) Customer has evaluated the value of the company issuing the Over-the-Counter Securities and ismaking the investment based on the value at its own responsibility; and(2) Other matters the Association Member deemed as necessary.
3.
In the case of conducting investment solicitation under Paragraph 1, the Association Member must
provide the customer with the following information about the company issuing the Over-the-Counter
Securities. However, this shall not apply when the Association Member has confirmed with the customer thatthe provision of such information is unnecessary.
(1) Outline of company;(2) Details of business;(3) Financial information; and(4) Information related to future prospects, in the case of handling private offerings.
4.
An Association Member must report to the Association on the investment solicitation based on
Paragraph 1 as separately prescribed by the Association. The reporting by a Special Member that conducts
investment solicitation based on Paragraph 1 as its Financial Instruments Intermediary Service is not required
if the Regular Member that commissioned the Special Member to carry out the Financial Instruments
Intermediary Service submits the report on behalf of the Special Member.
(Requirements for Explanatory Note on Business Conditions)
Article 5 Explanatory Note on Business Conditions shall be prepared by an issuing company, and shallmeet the requirements prescribed in Items 1 through 4 or Items 1 through 3 and 5.
(1) If Over-the-Counter Securities are Shares, etc. (excluding non-listed Shares, etc. issued by acompany issuing listed securities), this note shall be prepared based on the statement of “company
information” in the Securities Report prescribed in the Cabinet Office Ordinance concerning
Disclosure of Corporate Affairs and Other Related Matters; provided, however, that if the issuing
company of Over-the-Counter Securities does not fall under the provision of Article 2, Item 4(a),the issuing company shall prepare the following, respectively, according to each of the cases below:(a) In the case where two (2) business years have not yet passed since the issuing company wasestablished, financial statements or consolidated financial statements of its first year of5

operations and the summary of business plan and its feasibility statement shall be included in
Explanatory Note on Business Conditions.
(b) In the case where two (2) or more business years have passed since the issuing company wasestablished, either of the following shall be included in Explanatory Note on BusinessConditions:(i) Financial statements or consolidated financial statements for the immediately preceding
two business years; or(ii) Financial statements or consolidated financial statements for the immediately precedingbusiness year and the business plan and its feasibility statement, etc.
(2) If Over-the-Counter Securities are non-listed Shares, etc. issued by a company issuing listed
securities, the matters set forth below shall be included in Explanatory Note on Business Conditions.
The matters set forth in (d) below may be substituted by including the latest Securities Reportsubmitted to the Prime Minister by the issuing company:(a) Outline of the Shares, etc.;(b) Characteristics different from the listed shares issued by the issuing company;(c) Risks in investing in the Shares, etc.;(d) Statement to the effect that reference to the EDINET (electronic disclosure system fordisclosure documents, such as Securities Reports and other documents based on the FIEA)
shall be requested for information concerning the issuing company; and(e) Any other matters deemed necessary in explaining the Over-the-Counter Securities.
(3) Financial statements and consolidated financial statements shall be prepared in accordance with theterms, forms, and methods of preparation or financial documents, etc. prescribed by the Prime
Minister in Cabinet Office Ordinances in accordance with accounting principles generally deemed
fair and appropriate as prescribed in Article 193 of the FIEA, or in accordance with the Companies
Accounting Rule.
(4) Audits of financial statements and consolidated financial statements shall be conducted by acertified public accountant or an auditing corporation, pursuant to the FIEA, or audits of financial
documents, etc. shall be conducted based on the Companies Act by a certified public accountant orauditing corporation or an equivalent audit shall be conducted, and audit reports with unqualified
general opinions shall be attached to the included financial statements or consolidated financial
statements, or the financial documents, etc.
(5) An issuing company whose share certificates and bonds with share options are de-listed by a
Financial Instruments Exchange, and the financial statements and consolidated financial statementsof the issuing companies in the latest fiscal year shall be audited by a certified public accountant orauditing corporation pursuant to the FIEA, or its financial documents, etc. shall be audited by anaccounting auditor based on the Companies Act or an equivalent audit shall be conducted, and anaudit report with an unqualified general opinion shall be attached to the above financial statements
or consolidated financial statements, or financial documents, etc.
(Investment Solicitation in Over-the-Counter Handled Securities)
Article 6 An Association Member may deal in a Public Offering, Secondary Distribution (limited to thosethat require the preparation of the prospectus pursuant to Article 13, Paragraph 1 of the FIEA; the same shallapply hereinafter in this Paragraph), Private Placement, or Private Secondary Distribution (which refers to
the solicitation for sales that falls under any of Article 2, Paragraph 4, Items 2 (a) to (c) of the FIEA; the same6

shall apply hereinafter) (hereinafter referred to as “Offering, etc.”) of the Over-the-Counter Handled
Securities (excluding Over-the-Counter Handled Securities that fall under Article 2, Item 4 (b) or (d); thesame shall apply hereinafter), or conduct investment solicitation for Secondary Distribution or Private
Secondary Distribution (hereinafter referred to as “Dealing, etc., of Offering, etc.”).
2.
An Association Member, when it carries out dealing of the Public Offering or Secondary
Distribution, or Secondary Distribution of Over-the-Counter Handled Securities, in accordance with theprovision of the preceding Article, for which a prospectus must be prepared and delivered pursuant to Article
13 and Article 15, Paragraph 2 of the FIEA, must give a customer a full explanation with respect to the detailsof the Over-the-Counter Handled Securities and their issuing companies after delivering such prospectus inaccordance with the provisions of the laws or regulations.
3.
An Association Member, when it carries out dealing, etc. of Public Offering of Over-the-Counter
Handled Securities (excluding those issued by an issuing company of listed securities and not listed on
Financial Instruments Exchange Markets; the same shall apply hereinafter in this Paragraph), in accordancewith the provision of the preceding Article, for which preparation and delivery of a prospectus pursuant to
Article 13 and Article 15, Paragraph 2 of the FIEA are not required, shall give a customer a full explanation
with respect to the details of the Over-the-Counter Handled Securities and their issuing companies, using a
Securities Report or Explanatory Note on Business Conditions which adds securities information of the Overthe-Counter Handled Securities for which the Offering is conducted based on the statement of “securities
information” in the registration statement prescribed in the Cabinet Office Ordinance concerning Disclosureof Corporate Information, etc., in addition to the statement prescribed in Article 5 hereof.
4.
An Association Member, when it carries out dealing, etc. of Public Offering of Over-the-Counter
Handled Securities (limited to non-listed on Financial Instruments Exchange Markets which are issued by
an issuing company of listed securities; the same shall apply hereinafter in this Paragraph), in accordancewith the provision of the preceding Article, for which preparation and delivery of a prospectus pursuant to
Article 13 and Article 15, Paragraph 2, of the FIEA are not required, must give a customer a full explanation
with respect to the details of the Over-the-Counter Handled Securities using Explanatory Note on BusinessConditions including the statement as prescribed in Article 5 hereof; provided, however, that the Association
Member must fully explain the details of the issuing company using the latest Securities Report submitted
by such company to the Prime Minister if an explanation about information concerning the issuing company
is requested by the customer.
5.
When a customer conducts the transaction of Over-the-Counter Handled Securities for the first time
as a result of the investment solicitation conducted under the provisions of the preceding Article (except for
the Professional Investors (Professional Investors that are prescribed in Article 2, Paragraph 31 of the FIEA
(excluding those who are regarded as non-Professional Investors prescribed in the provisions in Article 342, Paragraph 5 and including those who are regarded as Professional Investors prescribed in Article 34-3,
Paragraph 4 of the Law (including cases where it is applied mutatis mutandis to Article 34-4, Paragraph 6));the same shall apply hereinafter); the same shall apply hereinafter in this and next Paragraphs), an Association
Member must make a full explanation of the characteristics, transaction structure, etc., on the Over-theCounter Handled Securities to the customer, and collect a confirmation letter concerning a transaction ofOver-the-Counter Handled Securities to ensure that the transaction is conducted under the customers’
judgment and responsibility.
6.
Each time an Association Member accepts an order from its customer for a transaction of Over-theCounter Handled Securities as a result of the investment solicitation conducted prescribed in the provisionof the preceding Article, it must clearly specify that such securities are Over-the-Counter Handled Securities.
7.
An Association Member, when it carries out dealing, etc. of Offering of Over-the-Counter Handled
Securities prescribed in Paragraphs 1 and 2 hereof, must maintain a Registration Statement, prospectus, orExplanatory Note on Business Conditions concerning the Public Offering in its handling departments andbranches (including departments and branches of a Special Member and a Financial Instruments Intermediary
Service Provider entrusted by a Regular Member to carry out a Financial Instruments Intermediary Service),and make it available to customers.

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8.
An Association Member must report to the Association on the investment solicitation based on
Paragraph 1 as separately prescribed by the Association. The reporting by a Special Member that conducts
investment solicitation based on Paragraph 1 as its Financial Instruments Intermediary Service is not required
if the Regular Member that commissioned the Special Member to carry out the Financial Instruments
Intermediary Service submits the report on behalf of the Special Member.
(Investment Solicitation in Over-the-Counter Handled Securities that are Issued by an Issuer of the
Listed Securities)
Article 7 An Association Member may conduct the investment solicitation for Over-the-Counter Handled
Securities that are issued by the issuer of the listed securities (excluding the Secondary Distribution that
requires issuance and delivery of a prospectus pursuant to Article 13 and Article 15, Paragraph 2 of the FIEA;
the same shall apply hereinafter within this Article). When conducting the investment solicitation, theAssociation Member must prepare an explanatory document that describes matters set forth in Article 5,
Items 2 (a) to (e) (hereinafter referred to as “Explanatory document on securities information, etc.”), deliver
it to the customer to whom the investment solicitation for such Over-the-Counter Handled Securities is to be
conducted (excluding Professional Investors; the same shall apply hereinafter within this Article), and fully
explain the details included in the document.
2.
When a customer who conducts the transaction of Over-the-Counter Handled Securities issued by
an issuer of the listed securities for the first time as a result of the investment solicitation conducted asprescribed in the preceding Paragraph, an Association Member shall make a full explanation of thecharacteristics, transaction structure, etc. on the Over-the-Counter Handled Securities to the customer; andcollect Confirmation letter concerning the transaction of Over-the-Counter Handled Securities issued by anissuer of the listed securities to ensure that the transaction is conducted under the customers’ judgment andresponsibility.
3.
An Association Member shall accept the custody of the Over-the-Counter Handled Securities issued
by an issuer of the listed securities that are purchased by a customer as a result of the investment solicitation
conducted prescribed in Paragraph 1 and entrusted for custody by the customer, provided, however, theAssociation Member may not accept custody if the issuer of the Over-the-Counter Handled Securities
submits a Securities Registration Statement on such Over-the-Counter Handled Securities to the Prime
Minister.
4.
Each time an Association Member accepts an order from its customer for a transaction of Over-theCounter Handled Securities issued by an issuer of the listed securities as a result of the investment solicitation
conducted prescribed in Paragraph 1, it shall clearly specify that such securities are Over-the-Counter
Handled Securities issued by an issuer of the listed securities.

CHAPTER III. SALE AND PURCHASE, ETC. OF OVER-THE-COUNTERSECURITIES(Dealing)
Article 8 A Regular Member, when it sells or purchases of Over-the-Counter Securities on its own account,shall note that fair price-making and sound management shall not be disturbed.
(Transaction on Joint Accounts)
Article 9 A Regular Member must not conduct Over-the-Counter Transactions with other Regular
Members or customers on a joint account (excluding Over-the-Counter Transactions of Phoenix Issues; thesame shall apply hereinafter).
(Prohibition of Over-the-Counter Transactions Using Unfair Means)8Article 10 A Regular Member shall not conduct Over-the-Counter Transactions using unfair means, suchas wash trading or prearranged trading.
(Excessive Trading)
Article 11 A Regular Member shall not conduct Over-the-Counter Transactions for Over-the-Counter
Securities deemed excessive on its own account or on the accounts of its affiliated companies, inconsideration of its financial resources or trading situations of the Over-the-Counter Securities.
(Raising Prices by Manipulation or Selling Off)
Article 12 A Regular Member must not engage in such acts as purchase of Over-the-Counter Securities by
sequentially raising quotations or purchase prices, or sales of such securities by sequentially lowering
quotations or sales prices with the objective of misleading other people, artificially disguising a boom orexerting an unfair impact on the market, or creating fictitious quotations that do not reflect actual market
conditions.
(Prohibition of Accepting Market Order, Margin Transactions and Over-the-Counter Transactions ofUnissued Over-the-Counter Securities)
Article 13 An Association Member must not accept any market orders without limit for Over-the-Counter
Securities.
2.
An Association Member must not conduct margin transactions (including transactions by an
Association Member receiving credit) for Over-the-Counter Securities.
3.
An Association Member must not conduct Over-the-Counter Transactions of unissued Over-theCounter Securities.
(Restrictions on Transactions between Regular Members)
Article 14 A Regular Member must not conduct Over-the-Counter Transactions of Over-the-Counter
Securities for the purpose of circulation among Regular Members except for the investment solicitationprescribed in Articles 3-2, 4, 4-2, 6, and 7.
(Reports of Sale and Purchase of Over-the-Counter Handled Securities Issued by an Issuer of the
Listed Securities)
Article 15 A Regular Member, when it conducts Over-the-Counter Transactions of Over-the-Counter
Handled Securities issued by an issuer of the listed securities, must report to the Association to that effectusing the prescribed form by the 15th day (the following business day in the case where the given 15th dayof the month is a non-business day) of the month immediately following to the month when such Over-theCounter Transactions were conducted.
2.
The Association shall disclose to the public the information reported by a Regular Member
prescribed in the provisions of the preceding Paragraph on a regular basis.
3.
When deemed necessary for transaction management, the Association may request a Regular
Member to report on the status of Over-the-Counter Transactions.
(Clear Indication of Responsibilities for Price Information of Over-the-Counter Securities)
Article 16 A Regular Member, when it provides such information as sales or purchase prices of Over-theCounter Securities (hereinafter referred to as “Price Information”), except in the cases under the Rules
Concerning Shareholders Community, the Rules Concerning Equity-Based Crowdfunding Business, or theRules Concerning Solicitation of Professional Investors for Investment in Over-the-Counter Securities, etc.,

9must clearly specify, along with the Price Information, the Regular Member’s name, the names of its handlingdepartments and branches (including departments and branches of a Special Member and a Financial
Instruments Intermediary Service Provider entrusted by a Regular Member to carry out Financial Instruments
Intermediary Service), the date when the Price Information is provided, and the effect that the Price
Information is not an asked quotation nor a bid quotation regardless of whatever media may be used.

CHAPTER IV. MISCELLANEOUS PROVISIONS(Delivery, Etc. Using Electromagnetic Methods)
Article 17 In substitution for the delivery of the Explanatory document on securities information, etc.
prescribed in Article 7, Paragraph 1, pursuant to the “Rules Concerning Handling of Documents Delivery,
etc. through Electromagnetic Method” (hereinafter referred to as the “Electric Document Delivery Rules”),
Association Members may use methods employing electronic information processing systems or otherinformation technologies to provide the matters to be stated in the Explanatory document on securities
information, etc. In such a case, the members shall be regarded as having delivered the Explanatory document
on securities information, etc.
2.
In substitution for the collection of a confirmation letter concerning a transaction of Over-theCounter Handled Securities prescribed in Article 6, Paragraph 5, or a confirmation letter concerning atransaction of Over-the-Counter Handled Securities issued by an issuer of the listed securities prescribed in
Article 7, Paragraph 2, pursuant to the Electric Document Delivery Rules, Association Members may use
methods employing electronic information processing systems or other information technologies to collectthe matters to be stated in the confirmation letter. In such a case, the members shall be regarded as having
collected the confirmation letter.
3.
An Association Member may, as an alternative to obtaining a written representation andcommitment set forth in Article 4-2, Paragraph 2, obtain the said written representation and commitment bymeans of using an electronic information processing organization or other methods using information
technology pursuant to the Regulation Concerning the Treatment of Provision, etc., of Documents Using
Electromagnetic Methods. In such case, the Association Member shall be regarded as having obtained such
written representation and commitment.
(Guidance and Supervision to Financial Instruments Intermediary Service Providers)
Article 18 A Regular Member must guide and supervise a Financial Instruments Intermediary Service
Provider to whom it has entrusted a Financial Instruments Intermediary Service, to ensure compliance withthe provisions of Article 3, Paragraphs 1 to 6, and 8 of Article 3-2, Paragraphs 1 and 2 of Article 4, Paragraphs
1 to 3 of Article 4-2, Paragraphs 1 to 4, 6 and 7 of Article 6, and Paragraphs 1 and 4 of Article 7.

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 in accordancewith the original Japanese text.

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