Cabinet Office Ordinance on Special Provisions, etc. for Procedures by Use of Electronic Data Processing System for Disclosure (Tentative translation)
In conjunction with the enforcement of the Act on the Partial Revision of the Securities and Exchange Act and the Financial Futures Trading Act (Act No. 96 of 2000), and pursuant to the provisions of Article 27-30-3, paragraph (2), Article 27-30-4, paragraph (2) and Article 194-6, paragraph (3) of the Securities and Exchange Act (Act No. 25 of 1948), the Cabinet Office Ordinance on Special Provisions, etc. for Procedures by Use of Electronic Data Processing System for Disclosure is established as follows.
(Method of Electronic Disclosure Procedure or Discretionary Electronic Disclosure Procedure)
Article 1 A person who conducts Electronic Disclosure Procedures (meaning Electronic Disclosure Procedures prescribed in Article 27-30-2 of the Financial Instruments and Exchange Act (hereinafter referred to as the "Act"); the same shall apply hereinafter) or Discretionary Electronic Disclosure Procedures (meaning Discretionary Electronic Disclosure Procedures prescribed in Article 27-30-2 of the Act; the same shall apply hereinafter) pursuant to the provisions of Article 14-10, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No.321 of 1965; hereinafter referred to as the "Order") shall input the matters to be entered in cases where Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted in writing with an input/output device (meaning input/output device referred to in Article 14-10, paragraph (1) of the Order; the same shall apply hereinafter) used by the person who conducts said Electronic Disclosure Procedures or said Discretionary Electronic Disclosure Procedures based on a method by which said input/output device and the computer referred to in Article 27-30-2 of the Act can be connected by inputting an identification number and security number and using electric telecommunication lines, and by which input can be performed from the input/output device; provided, however, that among said matters, the signature and seal may be omitted.
(Notification, etc. pertaining to Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures)
Article 2 (1) A person who intends to make a notification pursuant to the provisions of Article 14-10, paragraph (2) of the Order (hereinafter referred to as "person making the notification" in this Article) shall submit a document prepared by using Form 1 (limited to those stating the number acquired by connecting the input/output device used by said person making the notification and the computer referred to in Article 27-30-2 of the Act by a telecommunication line and by inputting matters to be stated in Form 1 and other matters; hereinafter referred to as "Electronic Disclosure System Notice") to the Director-General of the Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau to whom such notification is to be submitted in cases where said Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted in writing (hereinafter referred to as "Director-General of the Local Finance Bureau, etc.").
(2) The Director-General of the Local Finance Bureau, etc. shall, in cases where an Electronic Disclosure System Notice has been submitted pursuant to the provisions of the preceding paragraph, notify the person making the notification who submitted the Electronic Disclosure System Notice of the number granted to the person making the notification by the Commissioner of the Financial Services Agency to identify said person making the notification and the identification number and the security number required to conduct Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures on the day on which said Electronic Disclosure System Notice was received (referred to as "Receipt Date" in paragraphs (6) and (7)).
(3) In cases where the person making the notification is a foreign juridical person (including Issuers (meaning Issuers prescribed in Article 2, paragraph (5) of the Act; the same shall apply hereinafter) of foreign national government bonds, etc. (meaning foreign national government bonds, etc. prescribed in Article 1, item (i) of the Cabinet Office Ordinance on Disclosure of Profile, etc. of Issuers of Foreign National Government Bonds, etc. (Ordinance of the Ministry of Finance No. 26 of 1972); the same shall apply in the following paragraph); the same shall apply hereinafter) or Non-Residents (meaning Non-Residents prescribed in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949); limited to individuals), a person domiciled in Japan who has the authority to represent said person making the notification in all acts related to said submission shall be specified when submitting the Electronic Disclosure System Notice prescribed in paragraph (1).
(4) A person making the notification who must submit the articles of incorporation and other documents pursuant to the provisions of Article 14-10, paragraph (2) of the Order shall attach the documents listed in the following items to the Electronic Disclosure System Notice referred to in paragraph (1) according to the categories of persons making the notification specified therein.
(i) Domestic juridical persons The following documents:
(a) the articles of incorporation or documents equivalent thereto; and
(b) certificate of registered matters or documents equivalent thereto (limited to those received within three months of the day before the date on which said documents are to be submitted).
(ii) Foreign juridical persons The following documents:
(a) documents specified in (a) and (b) of the preceding item (excluding cases in which the person making the notification is an Issuer of foreign national government bonds, etc. ); and
(b) a document proving that the person making the notification has granted the authority prescribed in the preceding paragraph to a person domiciled in Japan.
(iii) Individuals The following documents:
(a) extracts of residence certificate or documents equivalent thereto; and
(b) documents specified in (b) of the preceding item (limited to cases in which the person making the notification is a Non-Resident (meaning Non-Resident prescribed in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act)).
(5) In cases where there have been any changes in the matters to be described in the Electronic Disclosure System Notice submitted pursuant to the provisions of paragraph (1) (including cases in which there have been changes in the documents that must be attached pursuant to the provisions of the preceding paragraph), a document describing said changes shall be submitted to the Director-General of the Local Finance Bureau, etc. without delay.
(6) In cases where a person who already made the notification (meaning a person who has already made the notification under the main clause of Article 14-10, paragraph (2) of the Order; hereinafter the same shall apply in this paragraph) submits the articles of incorporation or other documents under the proviso to paragraph (2) of that Article, he/she shall submit the documents listed in the following items according to the categories of persons who already made the notification specified therein to the Director-General of the Local Finance Bureau, etc. every three years, within one month after the day on which three years have elapsed from the Receipt Date (referred to as "Reference Date" in the following paragraph).
(i) Domestic juridical persons Documents prescribed in paragraph (4), item (i)
(ii) Foreign juridical persons Documents prescribed in paragraph (4), item (ii) (excluding (b))
(iii) Individuals Documents prescribed in paragraph (4), item (iii) (excluding (b))
(7) The cases specified by Cabinet Office Ordinance prescribed in the proviso to Article 14-10, paragraph (2) of the Order shall be the following cases:
(i) cases in which the person who made the notification under the main clause of Article 14-10, paragraph (2) of the Order conducts Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures by the day on which three years have elapsed from the Receipt Date pertaining to said notification;
(ii) cases in which the person who submitted the notification corresponds to the Issuer of Securities listed in any of the items of Article 24, paragraph (1) of the Act as at the Reference Date; and
(iii) cases in which the person who submitted the notification corresponds to a holder of Share Certificates, etc. Subject to Special Provisions prescribed in Article 27-26, paragraph (1) of the Act as at the Reference Date.
(8) When the documents set forth in paragraph (4), items (ii) and item (iii) and paragraph (6), items (ii) and (iii) are not written in Japanese, a translation of said documents shall be attached to such documents.
(Approval, etc. of Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures by Submission of Magnetic Disk)
Article 3 A person who intends to obtain approval for conducting Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures by submitting a magnetic disk pursuant to the provisions of Article 14-11, paragraph (1) of the Order (meaning magnetic disk referred to in paragraph (2) of that Article, including media which are capable of making accurate records of certain matters by a method similar thereto; the same shall apply in the following Article) shall submit a document prepared by using Form 2 (hereinafter referred to as "Application for Disk Submission Approval") to the Director-General of the Local Finance Bureau, etc. to whom such document is to be submitted in cases where said Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted in writing.
(In the Case of Conducting Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures by Magnetic Disk)
Article 4 A person who conducts Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures by submitting a magnetic disk pursuant to the provisions of Article 14-11, paragraph (2) of the Order shall record the matters to be entered in cases where said Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted in writing onto a magnetic disk based on a method by which said matters can be inputted in a computer referred to in Article 27-30-2 of the Act by using an electric telecommunication line from an input/output device used by the person who conducts said Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures, and submit the same to the Director-General of the Local Finance Bureau, etc. to whom such record is to be submitted in cases where said Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted in writing; provided, however, that among said matters, the signature and seal may be omitted.
(Method of Recording Information in File)
Article 5 The method of recording information in a file under the provisions of Article 27-30-4, paragraph (2) of the Act shall be the operation of a computer referred to in Article 27-30-2 of the Act.
(Procedures for Approval of Exclusion from Application of Electronic Disclosure Procedures)
Article 6 In the case of obtaining approval referred to in Article 27-30-5, paragraph (1) of the Act, documents prepared by using Form 3 shall be submitted to the Director-General of the Local Finance Bureau, etc. to whom such documents are to be submitted in cases where said Electronic Disclosure Procedures are conducted in writing.
(Company specified by Cabinet Office Ordinance prescribed in Article 41-2, paragraph (2) of the Order)
Article 7 The company specified by Cabinet Office Ordinance prescribed in Article 41-2, paragraph (2) of the Order shall be a domestic company (limited to cases in which Electronic Disclosure Procedures or Discretionary Electronic Disclosure Procedures are conducted pertaining to the Securities thereof) that is an Issuer of Securities specified in Article 1, item (vii) of the Cabinet Office Ordinace on Disclosure of Description, etc. of Regulated Securities (Ordinance of the Ministry of Finance No.22 of 1993; referred to as "Cabinet Office Ordinance on Regulated Securities" in the following Article).
(Public Inspection, etc. of Person who conducted Procedures by Electronic Data Processing System for Disclosure)
Article 8 (1) Cases specified by Cabinet Office Ordinance prescribed in Article 27-30-10 of the Act shall be cases in which all of the requirements listed below are satisfied:
(i) information is made available for public inspection by the method specified in the following paragraph; and
(ii) in cases where any problems arise in making information available for public inspection by the method specified in the following paragraph, measures are taken to make the information available for public inspection according to the example set forth in Article 25, paragraph (2) of the Act or Article 27-14, paragraph (2) of the Act without delay.
(2) The method specified by Cabinet Office Ordinance prescribed in Article 27-30-10 of the Act shall be a method by which information is made available for public inspection at the place where the person making the information available for public inspection pursuant to the provisions of that Article must keep copies of documents to be made available for public inspection pursuant to provisions of Article 25, paragraph (2) of the Act or Article 27-14, paragraph (2) of the Act by indicating the information on the screen of an input/output device of the computer used therefor.