Ordinance for Enforcement of the Act on Securitization of Assets (Tentative translation)
Pursuant to the provisions of the Act on Securitization of Assets (Act No. 105 of 1998) and the Order for Enforcement of the Act on Securitization of Assets (Cabinet Order No. 479 of 2000), and in order to enforce that Act and that Order, the Ordinance of the Prime Minister's Office revising the entire Ordinance for Enforcement of the Act on Securitization of Assets by Special Purpose Companies (Ordinance of the Prime Minister's Office and Ministry of Finance No. 8 of 1998) shall be provided as follows.
Chapter I General Provisions (Articles 1 to 3)
Chapter II Special Purpose Company System
Section 1 Notification (Articles 4 to 33)
Section 2 Special Purpose Company (Articles 34 to 88)
Section 3 Business (Articles 89 to 98)
Section 4 Supervision (Articles 99 to 101)
Chapter III Special Purpose Trust System
Section 1 General Provisions (Article 102)
Section 2 Notification (Articles 103 to 114)
Section 3 Special Purpose Trust (Articles 115 to 126)
Chapter IV Miscellaneous Provisions (Articles 127 to 137)
Supplementary Provisions
Chapter I General Provisions
(Definitions)
Article 1 The terms "Specified Assets", "Asset Securitization", "Special Purpose Company", "Asset Securitization Plan", "Preferred Equity", "Specified Equity", "Specified Equity Member", "Specified Corporate Bonds", "Specified Short-term Corporate Bonds", "Preferred Equity Security", "Specified Corporate Bond Certificate", "Specified Promissory Note", "Asset Backed Security", "Special Purpose Borrowing", "Special Purpose Trust", "Asset Trust Securitization Plan", "Beneficiary Certificate", "Fiduciary Trust Company, etc.", "Representative Beneficiary Certificate Holder", "Specified Trust Administrator", "Amount of Specified Capital", "Preferred Equity Member", "Trust Company, etc.", "Specified Equity Trust", "Officers", "Specified Corporate Bonds for Subscription", "Specified Transferrer", "Special Purpose Trust Contract", "Originator", "Interest in Principal", and "Interest in Profit" as used in this Ordinance mean Specified Assets, Asset Securitization, Special Purpose Company, Asset Securitization Plan, Preferred Equity, Specified Equity, Specified Equity Member, Specified Corporate Bonds, Specified Short-term Corporate Bonds, Preferred Equity Security, Specified Corporate Bond Certificate, Specified Promissory Note, Asset Backed Security, Special Purpose Borrowing, Special Purpose Trust, Asset Trust Securitization Plan, Beneficiary Certificate, Fiduciary Trust Company, etc., Representative Beneficiary Certificate Holder, Specified Trust Administrator, Amount of Specified Capital, Preferred Equity Member, Trust Company, etc., Specified Equity Trust, Officers, Specified Corporate Bonds for Subscription, Specified Transferrer, Special Purpose Trust Contract, Originator, Interest in Principal, and Interest in Profit as defined in Articles 2, 16, 26, 33, 68, 122, 208, 223, 224 and 226 of the Act on Securitization of Assets (hereinafter referred to as the "Act") respectively.
(Attaching of Translations)
Article 2 If any document which is to be submitted to the Commissioner of the Financial Services Agency, Director-General of a Local Finance Bureau, or Director-General of the Fukuoka Local Finance Branch Bureau pursuant to the provisions of the Act, the Order for Enforcement of the Act on Securitization of Assets (hereinafter referred to as the "Order") or this Ordinance cannot be written in Japanese due to special circumstances, a translation of such document shall be attached thereto.
(Conversion of a Foreign Currency)
Article 3 If any document which is to be submitted to the Commissioner of the Financial Services Agency, Director-General of a Local Finance Bureau, or Director-General of the Fukuoka Local Finance Branch Bureau pursuant to the provisions of the Act, the Order, or this Ordinance, includes an amount denominated in a foreign currency, the amount converted into Japanese currency from such foreign currency and the standard used for such conversion shall be denoted in said document.
Chapter II Special Purpose Company System
Section 1 Notification
(Business Commencement Notification)
Article 4 (1) A Special Purpose Company which intends to make a notification under the provisions of Article 4, paragraph (1) of the Act (hereinafter referred to as a "Business Commencement Notification") shall submit a written notification as prescribed in paragraph (2) of that Article which has been prepared using Appended Form No. 1 (hereinafter referred to as a "Written Business Commencement Notification") to the Competent Director-General of a Local Finance Bureau (meaning the Director-General of a Local Finance Bureau who has jurisdiction over the location of the principal business office of the Special Purpose Company (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau); hereinafter the same shall apply in this Chapter), with a duplicate of such written notification and one copy of each of the documents listed in the items of paragraph (3) of that Article (in the case of an Asset Securitization Plan listed in item (ii) of that paragraph, two copies) attached thereto.
(2) Notwithstanding the provisions of the preceding paragraph, in cases where a Special Purpose Company attaches an Asset Securitization Plan to a Written Business Commencement Notification pursuant to the provisions of Article 4, paragraph (4) of the Act, such Asset Securitization Plan to be attached to the Written Business Commencement Notification shall be in one copy.
(Scope of Important Employees)
Article 5 The person specified by Cabinet Office Ordinance as referred to in Article 2 and Article 46 of the Order shall be the person delegated to handle a certain type of matters concerning the business of the Special Purpose Company (excluding those matters that are not likely to harm the investors' interest), irrespective of whether he/she holds the title of general manager, deputy general manager, division manager or any other title.
(Other Matters to Be Stated in a Written Business Commencement Notification)
Article 6 The matters specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (2), item (vi) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) shall be the following matters:
(i) the name and address of each Specified Equity Member as well as the amount of the Specified Equity held thereby;
(ii) in cases where any director or company auditor engages in the ordinary business of another juridical person or conducts a business, the name of such director or company auditor, as well as the name of such other juridical person and the type of its business or the type of said business conducted by the director or company auditor.
(Documents to Be Attached to a Written Business Commencement Notification)
Article 7 (1) The contract specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (3), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) shall be any or all of the following contracts pertaining to all the Specified Assets that are stated or recorded in an Asset Securitization Plan:
(i) a contract for receiving a transfer of the Specified Assets or a pre-contract thereof;
(ii) in cases of acquiring the Specified Assets through a development, a contract for such development or a pre-contract thereof; and/or
(iii) an entrustment contract for the business of receiving a transfer of the Specified Assets (limited to the case set forth in Article 18, item (vii), sub-item (b) in which the Specified Assets to be acquired are subject to sampling under certain conditions).
(2) The entrustment contract set forth in item (iii) of the preceding paragraph shall specifically provide for the conditions set forth in that item.
Article 8 (1) The documents specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (3), item (iv) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) shall be the following documents:
(i) in cases of creating a trust for the purpose of having a business conducted pertaining to the administration and disposition of the Specified Assets pursuant to the provisions of Article 200, paragraph (1) of the Act, a contract draft for such trust; and
(ii) in cases of entrusting the business pertaining to the administration and disposition of the Specified Assets pursuant to the provisions of Article 200, paragraph (3) of the Act, a duplicate or transcript of a contract document of the contract for such entrustment or a pre-contract thereof (in the case set forth in Article 18, item (vii), sub-item (b) in which the Specified Assets to be acquired are subject to sampling under certain conditions, a contract draft of the contract for such entrustment).
(2) When a Special Purpose Company has submitted the documents set forth in item (i) of the preceding paragraph or in the brackets in item (ii) of that paragraph upon making a Business Commencement Notification or Notification of New Plan (meaning the notification under the provisions of Article 11, paragraph (1) of the Act; the same shall apply hereinafter), it shall submit, promptly after creating the trust prescribed in item (i) of that paragraph or concluding the contract prescribed in the brackets in item (ii) of that paragraph, a duplicate or transcript of a contract document for such trust or contract to the Competent Director-General of a Local Finance Bureau.
Article 9 (1) The documents specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (3), item (vi) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) shall be the following documents (in cases of documents certified by public agencies, limited to those prepared within three months before the date of notification):
(i) a certificate of registered matters of the Special Purpose Company;
(ii) copies of the certificates of residence of the Officers and the employees prescribed in Article 2 of the Order (hereinafter referred to as the "Important Employees") or certificates of registered matters of their certificates of residence (in cases where the relevant Officer(s) or Important Employee(s) is a foreign national, a copy of the alien registration certificate, a copy of the registration card, or certificate of the registered matters on the registration card; in cases where the relevant Officer(s) is a juridical person, a certificate of registered matters of said juridical person), or substitute documents therefor;
(iii) certificates issued by a public agency providing to the effect that the director(s), company auditor(s) and Important Employee(s) do not fall under any of the categories of persons listed in Article 70, paragraph (1), items (ii) and (iii) of the Act (in cases where the relevant director(s), company auditor(s) or Important Employee(s) is a foreign national, a written pledge prepared using Appended Form No. 2);
(iv) resumes of the Officers and Important Employees prepared using Appended Form No. 3 (in cases where the Special Purpose Company is a Company with Accounting Advisors (meaning the Company with Accounting Advisors prescribed in Article 4, paragraph (2), item (iv) of the Act; the same shall apply hereinafter) whose accounting advisor(s) is a juridical person, a document stating the history of said juridical person which has been prepared using Appended Form No. 4);
(v) a document pledging that the director(s), company auditor(s) and Important Employee(s) do not fall under any of the categories of persons listed in Article 70, paragraph (1), items (iv) and (x) inclusive of the Act, which has been prepared using Appended Form No. 5;
(vi) in cases where the Special Purpose Company is a Company with Accounting Advisors, a document proving that its accounting advisor(s) satisfies the qualification under Article 71, paragraph (1) of the Act, or a copy thereof;
(vii) in cases where the Special Purpose Company is a Company with Accounting Advisors, a document pledging that its accounting advisor(s) does not fall under any of the categories of persons listed in the items of Article 333, paragraph (3) of the Companies Act (Act No. 86 of 2005) as applied mutatis mutandis pursuant to Article 71, paragraph (2) of the Act, which has been prepared using Appended Form No. 6;
(viii) a registry of Specified Equity Members and a registry of shareholders or members of the Parent Company (meaning the company which holds a number of units of Specified Equity which account for half or more of the Amount of Specified Capital of the Special Purpose Company in its own name or in another person's name (including a fictitious name; the same shall apply in Article 27, paragraph (1), item (v)); the same shall apply in that Article), which have been prepared using Appended Form No. 7;
(ix) a document proving that the transferrer of the Specified Assets (limited to those for which registration is required for the purpose of duly asserting the effect of the acquisition or loss of and changes to rights against third parties) is a right holder for said Specified Assets;
(x) in cases of participating in competition by way of bidding (hereinafter referred to as "Competitive Bidding") for the purpose of receiving a transfer of the Specified Assets, and omitting to attach a duplicate or transcript of a contract document of the contract set forth in Article 7, paragraph (1), item (i) pursuant to the provisions of Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act), a document stating the instructions for the implementation of said Competitive Bidding or a document equivalent thereto (limited to such a document prepared by the person who implements said Competitive Bidding and issued to more than one person), or a copy thereof; and
(xi) in cases of intending to receive a transfer of the beneficial interest of a trust in accordance with the Asset Securitization Plan, a duplicate or transcript of a contract document of the contract for such trust or a pre-contract thereof (in cases where it is impossible to submit a duplicate or transcript of such contract document, a contract draft of the contract for such trust).
(2) When a Special Purpose Company has submitted a contract draft as prescribed in the brackets in item (xi) of the preceding paragraph upon making a Business Commencement Notification or Notification of New Plan, it shall submit, promptly after concluding the contract prescribed in the brackets in that item, a duplicate or transcript of a contract document for the trust to the Competent Director-General of a Local Finance Bureau.
(Electromagnetic Records to Be Attached to the Business Commencement Notification)
Article 10 (1) The Electromagnetic Records which may be attached to the notification pursuant to the provisions of Article 4, paragraph (4) of the Act (including the cases where applied mutatis mutandis pursuant to Article 9, paragraph (4) and Article 11, paragraph (5) of the Act) and the Electromagnetic Records specified by Cabinet Office Ordinance as referred to in Article 7, paragraph (2) of the Act shall be a 90mm flexible magnetic disk cartridge in conformity with Japanese Industrial Standards (hereinafter referred to as "JIS") X6223 under the Industrial Standardization Act (Act No. 185 of 1949).
(2) Entry of information into the Electromagnetic Records under the preceding paragraph shall be completed in accordance with the following specification:
(i) with regard to the track format, the specification designated by JIS X6225; and
(ii) with regard to the volume and file configuration, the specification designated by JIS X0605.
(3) With regard to the Electromagnetic Records set forth in paragraph (1), a document stating the following matters shall be affixed to the label area specified by JIS X6223:
(i) the trade name of the person making the notification; and
(ii) the date of notification.
(Receipt of Written Business Commencement Notification)
Article 11 When the Competent Director-General of a Local Finance Bureau receives a Written Business Commencement Notification, he/she shall, after affixing a receipt stamp on a duplicate of the Written Business Commencement Notification and one copy of the Asset Securitization Plan (in cases where the Asset Securitization Plan is submitted in the form of an Electromagnetic Record prescribed in the preceding Article, a document stating the matters recorded in the Electromagnetic Record; the same shall apply in Article 32, paragraph (3)), and entering a receipt number therein, return said duplicate and Asset Securitization Plan to the person who made the notification.
(Plan Period of the Asset Securitization Plan and the Matters Concerning the Plan Period)
Article 12 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (i) of the Act shall be the following matters:
(i) the plan period of the Asset Securitization Plan (meaning the period from the date of the commencement of the business pertaining to Asset Securitization until the date of the completion of such business (meaning the day on which the cancellation of Preferred Equity, distribution of residual assets, and the performance of obligations undertaken in relation to Specified Corporate Bonds, Specified Promissory Notes and Special Purpose Borrowings are completed in accordance with the Asset Securitization Plan), which is specified by the Special Purpose Company; referred to as the "Plan Period" in Article 79, paragraph (1), item (iii));
(ii) the date specified as the date of the commencement of the business pertaining to Asset Securitization; and
(iii) in cases where any change to the matters listed in the preceding two items is prohibited, a statement to that effect.
(Matters Concerning Issuance and Cancellation of Preferred Equity)
Article 13 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (ii), sub-item (a) of the Act shall be the following matters:
(i) in cases of planning the issuance of Preferred Equity, a statement to that effect;
(ii) the upper limit for the total number of units;
(iii) details of the Preferred Equity (including the method for the distribution of profits or distribution of residual assets; the same shall apply hereinafter in the following Article);
(iv) the upper limit for the number of units by class;
(v) the time of issuance for each issuance;
(vi) the number of units of issuance, the Amount To Be Paid In or the method for calculating such amount, and the method of Public Offering, etc. (meaning the Public Offering of Securities or Private Placement of Securities defined in Article 2, paragraph (3) of the Financial Instruments and Exchange Act (Act No. 25 of 1948); the same shall apply hereinafter) by class for each issuance;
(vii) the use of funds procured from each issuance;
(viii) the matters concerning a particularly advantageous issuance offered to the persons who are to subscribe for Preferred Equity for Subscription as prescribed in Article 39, paragraph (2) of the Act, and other matters concerning the conditions of issuance for each issuance;
(ix) the following matters as those related to the cancellation or consolidation of Preferred Equity:
(a) in cases of planning the cancellation of Preferred Equity under the provisions of Article 47, paragraph (2) of the Act (hereinafter referred to as "Cancellation by Profit" in this item), a statement to that effect and the matters concerning Cancellation by Profit;
(b) in cases of planning the cancellation of Preferred Equity pertaining to the reduction in the Amount of Preferred Capital under the provisions of Article 110 of the Act (hereinafter referred to as "Simplified Cancellation by Reduction in Capital" in this item), a statement to that effect and the matters concerning Simplified Cancellation by Reduction in Capital;
(c) in cases of planning the cancellation of Preferred Equity through the procedure under the provisions of Article 159 of the Act (hereinafter referred to as "Cancellation by Provisional Liquidation" in this Article and Article 21), a statement to that effect and the matters concerning Cancellation by Provisional Liquidation; and
(d) the matters concerning the consolidation of Preferred Equity;
(x) the following matters as those related to the reduction in the Amount of Preferred Capital:
(a) in cases of prohibiting the reduction in the Amount of Preferred Capital, a statement to that effect; and
(b) in cases of planning to reduce the Amount of Preferred Capital under the provisions of Article 110 of the Act, a statement to that effect and the matters listed in the items of paragraph (1) of that Article;
(xi) in cases where details of any of the matters listed in items (v) to (viii) inclusive have not yet been determined, the requirements and procedures for determining such details;
(xii) in cases where any of the matters listed in items (i) to (iv) inclusive and item (ix) may be subject to a change, a statement to that effect and the conditions for making such a change; and
(xiii) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning the Issuance and Redemption of Specified Corporate Bonds, etc.)
Article 14 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (ii), sub-items (b) and (c) of the Act and sub-item (d) 7. of that item shall be the following matters:
(i) in cases of planning the issuance of Specified Corporate Bonds (excluding Specified Short-term Corporate Bonds, and including convertible Specified Corporate Bonds and Specified Corporate Bonds with rights to subscribe for Preferred Equity (hereinafter referred to as "Convertible Specified Corporate Bonds, etc." in this Article); hereinafter the same shall apply in this Article), a statement to that effect;
(ii) the Total Amount of Specified Corporate Bonds for Subscription (meaning the upper limit of the planned amount to be issued; hereinafter the same shall apply in this Article);
(iii) details of the Specified Corporate Bonds for Subscription;
(iv) the time of issuance for each issuance;
(v) the Amount To Be Paid In for each Specified Corporate Bond for Subscription or the minimum amount thereof or the method of calculating such amounts (in cases of issuing Convertible Specified Corporate Bonds, etc., including the breakdown thereof), the interest rate, and the method of Public Offering, etc.;
(vi) the use of funds procured from each issuance;
(vii) the outline of the Credit Enhancement or Liquidity Facility (meaning the measures for securing the performance of obligations in the event that it is difficult to perform the obligations due to the status of the administration and disposition of the Specified Assets or a temporary lack of funds; the same shall apply in the following Article and Article 16) pertaining to Specified Corporate Bonds;
(viii) the matters concerning the method and due date for the redemption of principal and the payment of interest;
(ix) in cases of planning premature redemption, the details thereof (including the scope of the Specified Corporate Bonds subject to premature redemption, the requirements for premature redemption, and the method for the calculation of interest);
(x) the trade name of the Specified Corporate Bond Administrator prescribed in the main clause of Article 126 of the Act or the trust company defined in Article 1 of the Secured Corporate Bonds Trust Act (Act No. 52 of 1905) in cases of furnishing real security for Specified Corporate Bonds;
(xi) in cases where it is provided pursuant to the provisions of the proviso to Article 128, paragraph (1) of the Act that the Specified Corporate Bond holders pertaining to all or some of the classes of Specified Corporate Bonds shall not have a statutory lien as set forth in the main clause of that paragraph, provisions to that effect;
(xii) the matters concerning the Specified Corporate Bond holders meeting (including the matters for the resolution of the Specified Corporate Bond holders meeting);
(xiii) the following matters as those related to convertible Specified Corporate Bonds:
(a) the total amount;
(b) the conditions for the conversion;
(c) the details of the Preferred Equity to be issued through the conversion;
(d) the period during which the conversion may be requested; and
(e) the matters concerning the particularly advantageous issuance offered to persons other than the Preferred Equity Members prescribed in Article 131, paragraph (2) of the Act;
(xiv) with regard to Specified Corporate Bonds with rights to subscribe for Preferred Equity, the matters concerning the particularly advantageous issuance offered to persons other than the Preferred Equity Members prescribed in Article 139, paragraph (4) of the Act;
(xv) in cases where details of any of the matters listed in Article 5, paragraph (1), item (ii), sub-item (d) 2. to 6. inclusive of the Act as well as the matters listed in items (iv) to (xi) inclusive, item (xiii), sub-items (b) to (e) inclusive and the preceding item have not yet been determined, the requirements and procedures for determining such details;
(xvi) in cases where any of the matters listed in Article 5, paragraph (1), item (ii), sub-item (d) 1. of the Act as well as the matters listed in items (i) to (iii) inclusive, item (xii) and item (xiii), sub-item (a) may be subject to a change, a statement to that effect and the conditions for making such a change; and
(xvii) in cases where any change to the matters listed in Article 5, paragraph (1), item (ii), sub-item (d) 1. to 6. inclusive of the Act and those listed in the items above of this Article is prohibited, a statement to that effect.
(Matters Concerning the Issuance and Redemption of Specified Short-term Corporate Bonds)
Article 15 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (ii), sub-item (e) of the Act shall be the following matters:
(i) in cases of planning the issuance of Specified Short-term Corporate Bonds, a statement to that effect;
(ii) the limit amount (meaning the upper limit of the planned amount to be issued);
(iii) details of the Specified Short-term Corporate Bonds;
(iv) the time of issuance for each issuance;
(v) in cases where it is provided pursuant to the provisions of the proviso to Article 128, paragraph (1) of the Act that the Specified Corporate Bond holders pertaining to all or some of the classes of Specified Short-term Corporate Bonds shall not have a statutory lien as set forth in the main clause of that paragraph, provisions to that effect;
(vi) the Amount To Be Paid In for each Specified Short-term Corporate Bond for Subscription or the minimum amount thereof or the method of calculating such amounts, and the interest rate;
(vii) the use of funds procured from each issuance;
(viii) the outline of the Credit Enhancement or Liquidity Facility pertaining to Specified Short-term Corporate Bonds;
(ix) the matters concerning the method and due date for the redemption of principal and the payment of interest;
(x) in cases where details of any of the matters listed in item (iv) to the preceding item inclusive have not yet been determined, the requirements and procedures for determining such details;
(xi) in cases where any of the matters listed in items (i) to (iii) inclusive may be subject to a change, a statement to that effect and the conditions for making such a change; and
(xii) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning the Issuance and Redemption of Specified Promissory Notes)
Article 16 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (ii), sub-item (f) of the Act shall be the following matters:
(i) in cases of planning the issuance of Specified Promissory Notes, a statement to that effect;
(ii) the limit amount (meaning the upper limit of the planned amount to be issued);
(iii) details of the Specified Promissory Notes;
(iv) the time of issuance for each issuance;
(v) the issue price and interest rate for each issuance;
(vi) the use of funds procured from each issuance;
(vii) the outline of the Credit Enhancement or Liquidity Facility pertaining to Specified Promissory Notes;
(viii) the matters concerning the method and due date for the redemption;
(ix) in cases where details of any of the matters listed in item (iv) to the preceding item inclusive have not yet been determined, the requirements and procedures for determining such details;
(x) in cases where any of the matters listed in items (i) to (iii) inclusive may be subject to a change, a statement to that effect and the conditions for making such a change; and
(xi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning the Borrowing and Payment of Special Purpose Borrowings)
Article 17 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (ii), sub-item (g) of the Act shall be the following matters:
(i) in cases of planning to make a Special Purpose Borrowing, a statement to that effect;
(ii) the limit amount (meaning the upper limit of the planned amount to be borrowed);
(iii) the following matters as those related to each borrowing:
(a) the amount to be borrowed;
(b) the person from whom funds are to be borrowed;
(c) the terms for the borrowing (including those concerning the due date for payment and the payment method);
(d) the use of borrowings; and
(e) the matters concerning the establishment of security;
(iv) in cases where details of any of the matters listed in the preceding item have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matters listed in items (i) and (ii) may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning Specified Assets)
Article 18 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (iii) of the Act shall be the following matters:
(i) the matters listed in the column of details of the Specified Assets in the appended table for the respective categories of Specified Assets listed in the column of Specified Assets in that table (in cases of acquiring the Specified Assets through a development, the assets to be acquired; the same shall apply hereinafter);
(ii) the matters concerning the transfer of rights for the Specified Assets (including the matters concerning the satisfaction of the requirement for perfection of the transfer of the Specified Assets or the status of the establishment of a special agreement on redemption);
(iii) the time of the acquisition of the Specified Assets;
(iv) the acquisition price of the Specified Assets (including the outline of the matters necessary for knowing the value of the Specified Assets prescribed in Article 40, paragraph (1), item (vii) of the Act, the results of an investigation made with regard to the value of the Specified Assets prescribed in item (viii) of that paragraph or Article 122, paragraph (1), item (xviii) of the Act (including the breakdown by type of asset), as well as the name of the person who made such investigation (in cases where the Specified Assets are Real Property (meaning lands, buildings or rights other than the ownership thereof; the same shall apply in Article 107 and Article 126), including the person who has made an appraisal pursuant to the provisions of Article 40, paragraph (1), item (viii) or Article 122, paragraph (1), item (xviii) of the Act) and the person's qualification pertaining to said investigation);
(v) the name and address of the transferrer of the Specified Assets (in cases of acquiring the Specified Assets through a development, the person who has concluded a contract for such development with the Special Purpose Company);
(vi) in the case set forth in sub-item (b) of the following item, where the Specified Assets to be acquired are subject to sampling under certain conditions, the name and address of the person who has concluded an entrustment contract for the business set forth in Article 7, paragraph (1), item (iii) with the Special Purpose Company;
(vii) in the following cases, where details of any of the matters listed in items (ii) to (v) inclusive (with regard to the matter set forth in item (v), limited to the case set forth in sub-item (b)) have not yet been determined, the requirements and procedures for determining such details;
(a) in cases of acquiring the Specified Assets through a development; and
(b) in cases where all of the following requirements are satisfied:
1. the Specified Assets to be acquired include only Nominative Monetary Claims (meaning nominative claims for the payment of money; the same shall apply hereinafter) or promissory notes, or the beneficial interest of a trust in which such claims or notes are entrusted;
2. the Asset Backed Securities planned to be issued include only Specified Short-term Corporate Bonds or Specified Promissory Notes;
3. no Special Purpose Borrowing will be made;
4. it is provided in the Asset Securitization Plan that any changes to the requirements set forth in 2. and 3. are prohibited;
(c) in cases where all of the following requirements are satisfied:
1. the Special Purpose Company is to acquire, continuously in the future, Nominative Monetary Claims or securities that can be identified based on the matters listed in the column of the details of the Specified Assets set forth in item (i) or the beneficial interest of a trust in which such claims or securities are entrusted, all of which are assets to be subject to sampling under certain conditions;
2. the Asset Backed Securities to be issued are Specified Corporate Bonds that are secured pursuant to the provisions of the Secured Corporate Bonds Trust Act; and
3. it is provided in the Asset Securitization Plan that any changes to the requirement set forth in 2. are prohibited; and
(viii) in cases where any change to the matters listed in item (ii) to the preceding item inclusive (with regard to the matter set forth in item (v), limited to cases of acquiring the Specified Assets through a development, or the case set forth in sub-item (b) of the preceding item where the Specified Assets to be acquired are subject to sampling under certain conditions) is prohibited, a statement to that effect.
(Matters Concerning Administration and Disposition of Specified Assets)
Article 19 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (iv) of the Act shall be the following matters:
(i) the method for the disposition of the Specified Assets (in cases of planning to lend, transfer, exchange the Specified Assets or furnish them as collateral, a statement to that effect and the details of such plan (including the time and reasons));
(ii) the name of the trustee or the person expected to become a trustee of the trust created for the purpose of having a business conducted pertaining to the administration and disposition of the Specified Assets pursuant to the provisions of Article 200, paragraph (1) of the Act (including the trustee or the person expected to become a trustee in cases of entrusting the business pertaining to the administration and disposition of the Specified Asset to a person other than a Trust Company, etc. pursuant to the provisions of paragraph (3) of that Article; hereinafter referred to as the "Trustee, etc." in this Article), the location of a business office or office of the Trustee, etc., and other matters concerning the Trustee, etc.;
(iii) the type and details of the business to be conducted by the Trustee, etc. with regard to the Specified Assets, as well as the matters related to the respective interests of holders of the Asset Backed Securities, creditors pertaining to Special Purpose Borrowings and the Specified Corporate Bond Administrator prescribed in the main clause of Article 126 of the Act (in cases of furnishing real security for Specified Corporate Bonds, the trust company defined in Article 1 of the Secured Corporate Bonds Trust Act) (in cases where the Specified Assets are Nominative Monetary Claims, including the method for the collection thereof);
(iv) in cases where details of any of the matters listed in the preceding three items have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matters listed in items (i) to (iii) inclusive may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning Borrowing of Funds Other Than Special Purpose Borrowings)
Article 20 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (v) of the Act shall be the following matters:
(i) the limit amount (meaning the upper limit of the planned amount to be borrowed);
(ii) the use of borrowings;
(iii) the following matters concerning each borrowing;
(a) the amount to be borrowed;
(b) the person from whom funds are to be borrowed;
(c) the terms for the borrowing (including those concerning the due date for payment and the payment method); and
(d) the matters concerning the establishment of security;
(iv) in cases where details of any of the matters listed in the preceding item have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matters listed in items (i) and (ii) may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Other Matters to Be Stated in the Asset Securitization Plan)
Article 21 The matters specified by Cabinet Office Ordinance as referred to in Article 5, paragraph (1), item (vi) of the Act shall be the following matters:
(i) the outline of the Asset Securitization Plan;
(i)-2 the upper limit of the total amount of Specified Equity;
(ii) in cases where Specified Equity Members waive in advance their right to receive the distribution of profits or distribution of residual assets, a statement to that effect;
(iii) a statement to the effect that in cases of making a Private Placement to a Small Number of Investors (meaning the Private Placement of Securities defined in Article 2, paragraph (3) of the Financial Instruments and Exchange Act, which falls under item (ii), sub-item (c) of that paragraph; the same shall apply in Article 111) is to be carried out with regard to Preferred Equity or Specified Corporate Bonds, a transcript or extract of the Asset Securitization Plan shall be delivered;
(iv) a statement to the effect that the procedure for changing the details of the matters concerning the Asset Backed Securities to be issued or the Special Purpose Borrowing to be made, among the matters to be stated or recorded in the Asset Securitization Plan, and the procedure for determining the details of such matters when such details have not yet been determined (both procedures shall include the notification under the provisions of Article 9, paragraph (1) of the Act), are to be taken prior to said issuance of the Asset Backed Securities or making of the Special Purpose Borrowing;
(v) a statement to the effect that in cases where Specified Short-term Corporate Bonds or Specified Promissory Notes have been issued or the Special Purpose Borrowing has been made, when making a change to the Asset Securitization Plan under the provisions of Article 151, paragraph (1) of the Act, a Resolution for Changing the Plan as set forth in Article 152, paragraph (1) of the Act is to be adopted after the entrustment of reasonable property as prescribed in Article 155, paragraph (4) of the Act (including the case where applied mutatis mutandis pursuant to Article 156, paragraph (3) and Article 157, paragraph (2) of the Act) is completed;
(vi) in the case of a Type 1 Special Purpose Company as prescribed in Article 51, paragraph (1), item (i) of the Act, where the company plans to conduct a business based on a new Asset Securitization Plan after completing the business based on the present Asset Securitization Plan, a statement to that effect as well as the method of appropriating the remaining property at the time of the completion of the performance of obligations pertaining to Specified Corporate Bonds, Specified Promissory Notes and Special Purpose Borrowings;
(vii) in the case of a Type 2 Special Purpose Company as prescribed in Article 51, paragraph (1), item (ii) of the Act, where the company plans to conduct a business based on a new Asset Securitization Plan after completing the business based on the present Asset Securitization Plan, a statement to that effect as well as the method of appropriating the remaining property at the time of the completion of the Cancellation by Provisional Liquidation;
(viii) in cases where the Special Purpose Company assumes any obligations prior to issuing the Asset Backed Securities or borrowing funds (including Special Purpose Borrowings), the details and amount of each obligation, matters concerning each of the creditors thereof, and any other matters concerning the obligations assumed by the Special Purpose Company;
(ix) the matters concerning the incidental business prescribed in Article 195, paragraph (1) of the Act;
(x) the impact of fluctuations in foreign exchange rates, the outline of the legal systems pertaining to Asset Securitization, the policy of using derivative transactions pertaining to Asset Securitization, and any other matters that need to be stated or recorded from the perspective of the protection of investors;
(xi) in cases where details of any of the matters listed in items (vi) and (vii) have not yet been determined, the requirements and procedures for determining such details; and
(xii) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Special Provisions on Business Commencement Notification, etc.)
Article 22 (1) The acquisition of the Specified Assets or any other act specified by Cabinet Office Ordinance as referred to in Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) shall be the acquisition of the Specified Assets, borrowing of funds (including Special Purpose Borrowings), and participation in a Competitive Bidding for the purpose of receiving a transfer of the Specified Assets.
(2) The matters specified by Cabinet Office Ordinance as those that, even if omitted from being stated or recorded, would not prejudice the protection of investors, as referred to in Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act), shall be the following matters:
(i) the matters listed in Article 13, items (ii) to (xiii) inclusive (excluding the matters listed in items (xii) and (xiii) of that Article which pertain to the matter set forth in item (i) of that Article);
(ii) the matters listed in Article 5, paragraph (1), item (ii), sub-item (d) 1. to 6. inclusive of the Act and the matters listed in Article 14, items (ii) to (xvii) inclusive (excluding the matters listed in items (xvi) and (xvii) of that Article which pertain to the matter set forth in item (i) of that Article);
(iii) the matters listed in Article 15, items (ii) to (xii) inclusive (excluding the matters listed in items (xi) and (xii) of that Article which pertain to the matter set forth in item (i) of that Article); and
(iv) the matters listed in Article 16, items (ii) to (xi) inclusive (excluding the matters listed in items (x) and (xi) of that Article which pertain to the matter set forth in item (i) of that Article).
(3) The documents listed in Article 4, paragraph (3), items (iii) and (iv) of the Act which are specified by Cabinet Office Ordinance, as referred to in Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act), shall be the documents specified in the following items for the categories of cases listed in the respective items:
(i) in cases of participating in a Competitive Bidding for the purpose of receiving a transfer of the Specified Assets (limited to the cases of submitting a Written Business Commencement Notification with the document set forth in Article 9, item (x) attached thereto): a duplicate or transcript of a contract document of the contract set forth in Article 7, paragraph (1), item (i) and the documents listed in the items of Article 8, paragraph (1); and
(ii) in cases other than those listed in the preceding item: the documents listed in the items of Article 8, paragraph (1).
(Additional Notification)
Article 23 (1) When a Special Purpose Company, which has made a Business Commencement Notification or Notification of New Plan, omitting to state or record in an Asset Securitization Plan the matters listed in the items of paragraph (2) of the preceding Article pursuant to the provisions of Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act), issues the Asset Backed Securities, it shall submit a written notification prepared using Appended Form No. 8 (hereinafter referred to as a "Written Additional Notification" in this Article) to the Competent Director-General of a Local Finance Bureau, with a duplicate of such written notification and one copy of the following materials (in the case of the documents listed item (iv), sub-items (a) and (b), two copies) attached thereto:
(i) in cases of having created a trust for the purpose of having a business conducted pertaining to the administration and disposition of the Specified Assets pursuant to the provisions of Article 200, paragraph (1) of the Act, a duplicate or transcript of a contract document for such trust;
(ii) in cases of having entrusted the business pertaining to the administration and disposition of the Specified Assets pursuant to the provisions of Article 200, paragraph (3) of the Act, a duplicate or transcript of a contract document for such entrustment;
(iii) in cases of having participated in a Competitive Bidding for the purpose of receiving a transfer of the Specified Assets and having omitted to attach a duplicate or transcript of a contract document of the contract set forth in Article 7, paragraph (1), item (i) pursuant to the provisions of Article 7, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act), said duplicate or transcript; and
(iv) any of the following materials:
(a) the Asset Securitization Plan (limited to one prepared in writing);
(b) in cases where the Asset Securitization Plan has been prepared in the form of Electromagnetic Records as prescribed in Article 4, paragraph (4) of the Act, a document stating the matters recorded in said Electromagnetic Records; or
(c) in cases where the Asset Securitization Plan has been prepared in the form of Electromagnetic Records as prescribed in Article 4, paragraph (4) of the Act, said Electromagnetic Records (limited to the Electromagnetic Records specified in Article 10); and
(v) a copy of the duplicate of the Written Business Commencement Notification which has been returned pursuant to the provisions of Article 11 or a copy of the duplicate of the Written Notification of New Plan prescribed in Article 32, paragraph (1) which has been returned pursuant to the provisions of paragraph (3) of that Article.
(2) When the Competent Director-General of a Local Finance Bureau receives a Written Additional Notification, he/she shall, after affixing a receipt stamp on the duplicate of the Written Additional Notification and one copy of each of the documents listed in item (iv), sub-item (a) or sub-item (b) of the preceding paragraph or the document stating the matters recorded in the Electromagnetic Records set forth in sub-item (c) of that item, and entering a receipt number therein, return said duplicate and documents to the person who made the notification.
(Public Inspection of the Special Purpose Company Registry)
Article 24 The Competent Director-General of a Local Finance Bureau who has received a Written Business Commencement Notification submitted by a Special Purpose Company (in cases where the documents prescribed in Article 28, paragraph (1) have been sent pursuant to the provisions of that paragraph, the Director-General of a Local Finance Bureau or the Director-General of the Fukuoka Local Finance Branch Bureau who has received said documents sent thereto) shall keep and offer for public inspection the Special Purpose Company registry related to said Special Purpose Company at the Local Finance Bureau that has jurisdiction over the location of the principal business office of said Special Purpose Company (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau).
(Matters to Be Registered in the Special Purpose Company Registry)
Article 25 The matters specified by Cabinet Office Ordinance as referred to in Article 8, paragraph (2) of the Act shall be the following matters:
(i) the matters listed in the items of Article 6; and
(ii) in cases where the Special Purpose Company is a Company with Accounting Advisors, a statement to that effect, and the name(s) and address(es) of the accounting advisor(s).
(Period for Making Notification of Change, etc.)
Article 26 (1) The period specified by Cabinet Office Ordinance as referred to in Article 9, paragraph (1) of the Act (hereinafter referred to as the "Period for Notification of Change" in this Article) shall be the period until either of the days listed in the following items, which comes earlier:
(i) the day on which two weeks have elapsed from the day on which the change pertaining to the notification prescribed in Article 9, paragraph (1) of the Act was made; or
(ii) the day on which the first Public Offering, etc. of the Asset Backed Securities after such change is conducted.
(2) Notwithstanding the provisions of the preceding paragraph, in cases where all of the following requirements are satisfied, and where the procedure for determining the details of the matters to be stated or recorded in an Asset Securitization Plan (limited to the matters listed in Article 15, items (iv), (vi), (vii) and (ix), Article 16, items (iv) to (vi) inclusive and item (viii), and Article 18, items (ii) to (v) inclusive) when such details have not yet been determined, is stated or recorded in said Asset Securitization Plan, the Period for Notification of Change that is applicable to a change to the Asset Securitization Plan made as a result of determining the details of the matters to be stated or recorded in the Asset Securitization Plan in accordance with such statement or record of the procedure shall be the period until the day on which one month has elapsed from the day on which the change pertaining to the notification prescribed in Article 9, paragraph (1) of the Act was made:
(i) there is more than one Specified Transferrer;
(ii) the Asset Backed Securities to be issued include only Specified Short-term Corporate Bonds or Specified Promissory Notes;
(iii) no Special Purpose Borrowing will be made;
(iv) it is provided in the Asset Securitization Plan that any changes to the matters listed in the preceding two items are prohibited; and
(v) with regard to the Specified Short-term Corporate Bonds or Specified Promissory Notes set forth in item (ii), the rating designated by the Commissioner of the Financial Services Agency has been obtained from a Designated Rating Organization (meaning the Designated Rating Organization defined in Article 1, item (xiii)-2 of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs, etc. (Ordinance of the Ministry of Finance No. 5 of 1973); the same shall apply hereinafter) other than the Designated Rating Organization that has investigated the value of the Specified Assets held by the Special Purpose Company which plans to issue said Specified Short-term Corporate Bonds or Specified Promissory Notes.
(Notification of Change Related to Matters Other Than the Asset Securitization Plan)
Article 27 (1) When a Special Purpose Company intends to make a notification under the provisions of Article 9, paragraph (1) of the Act (limited to the notification pertaining to a change to any of the matters listed in the items of Article 4, paragraph (2) of the Act (excluding item (v), and including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act)), it shall submit a written notification as prescribed in Article 9, paragraph (2) of the Act which has been prepared using Appended Form No. 9 (hereinafter referred to as a "Written Notification of Change" in this Article and the following Article) to the Competent Director-General of a Local Finance Bureau, with a duplicate of such written notification and one copy of each of the documents specified in the following items according to the cases listed in the respective items attached thereto:
(i) in cases of having changed the trade name: a certificate of registered matters of the Special Purpose Company stating the matters related to such change;
(ii) in cases of having established, relocated or abolished a business office: a certificate of registered matters of the Special Purpose Company stating the matters related to such change or a substitute document therefor;
(iii) in cases where there has been a change of director(s), company auditor(s) or Important Employee(s): the documents listed in Article 9, paragraph (1), items (ii) to (v) inclusive related to the person who has newly become a director, company auditor or Important Employee;
(iv) in cases where there has been a change of accounting advisor(s): the documents listed in Article 9, paragraph (1), items (ii), (iv), (vi) and (vii) related to the person who has newly become an accounting advisor;
(v) in cases where there has been a change of the major Specified Equity Member(s) (meaning the person who holds a number of units of Specified Equity which account for one-tenth or more of the Amount of Specified Capital in the person's own name or in another person's name): the registry of Specified Equity Members and the registry of shareholders or members of the Parent Company which have been prepared using Appended Form No. 7; and
(vi) in cases where the director(s) or company auditor(s) has newly come to engage in the ordinary business of another juridical person or conduct a business: the document stating the name of such director or company auditor, as well as the name of such other juridical person and the type of its business or the type of said business conducted by the director or company auditor.
(2) When the Competent Director-General of a Local Finance Bureau receives a Written Notification of Change, he/she shall, after affixing a receipt stamp on the duplicate of the Written Notification of Change, and entering a receipt number therein, return said duplicate to the person who made the notification.
(3) In the case referred to in the preceding paragraph (excluding cases where a notification has been made with regard to a change to the location of the business office prescribed in Article 4, paragraph (2), item (ii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) to the effect that the principal business office of the Special Purpose Company is relocated outside the jurisdictional district of the Competent Director-General of a Local Finance Bureau), the Competent Director-General of a Local Finance Bureau shall register the matters prescribed in Article 9, paragraph (5), items (i) and (ii) of the Act related to such notification in the Special Purpose Company registry.
(Transfer of Jurisdiction)
Article 28 (1) In cases where the notification under the provisions of Article 9, paragraph (1) of the Act has been made (limited to cases where a notification has been made with regard to a change to the location of the business office as prescribed in Article 4, paragraph (2), item (ii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act) to the effect that the principal business office of the Special Purpose Company is relocated outside the jurisdictional district of the Competent Director-General of a Local Finance Bureau), the Competent Director-General of a Local Finance Bureau shall send the Written Notification of Change, the part of the Special Purpose Company registry which is related to said Special Purpose Company, and other documents to the Director-General of a Local Finance Bureau who has jurisdiction over the location of the principal business office after such change pertaining to said notification (in cases where the new location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau; the same shall apply in the following paragraph).
(2) The Director General of a Local Finance Bureau who has received the Written Notification of Change, said part of the Special Purpose Company registry, and other documents that have been sent under the provisions of the preceding paragraph, shall register the matters related to the notification in the Special Purpose Company registry.
(Notification Related to the Change to the Asset Securitization Plan)
Article 29 (1) When a Special Purpose Company intends to make a notification under the provisions of Article 9, paragraph (1) of the Act (limited to the notification related to a change to an Asset Securitization Plan), it shall submit a written notification as prescribed in paragraph (2) of that Article which has been prepared using Appended Form No. 10 (hereinafter referred to as a "Written Notification of Change to an Asset Securitization Plan" in this Article) to the Competent Director-General of a Local Finance Bureau, with a duplicate of such written notification and one copy of each of the documents listed in the items of paragraph (3) of that Article (in the case of the changed Asset Securitization Plan, two copies) attached thereto.
(2) Notwithstanding the provisions of the preceding paragraph, in cases where a Special Purpose Company attaches the changed Asset Securitization Plan to a Written Notification of Change to an Asset Securitization Plan pursuant to the provisions of Article 4, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 9, paragraph (4) of the Act, such changed Asset Securitization Plan to be attached to the Written Notification of Change to an Asset Securitization Plan shall be in one copy.
(3) In cases where a Special Purpose Company has made a change to the matters set forth in Article 18, item (v), it shall attach, to the Written Notification of Change to an Asset Securitization Plan set forth in paragraph (1), a duplicate or transcript of a contract document of the contract listed in Article 7, paragraph (1), item (i) or item (ii) which has been newly concluded for such change.
(4) In the case referred to in Article 18, item (vii), sub-item (c), where the details of any of the matters listed in items (ii) to (iv) inclusive of that Article have not yet been determined, the Special Purpose Company shall attach, to the Written Notification of Change to an Asset Securitization Plan set forth in paragraph (1), a duplicate or transcript of a contract document of the contract set forth in Article 7, paragraph (1) which has been concluded upon determining such details.
(5) When the Competent Director-General of a Local Finance Bureau receives a Written Notification of Change to an Asset Securitization Plan, he/she shall, after affixing a receipt stamp on a duplicate of the Written Notification of Change to an Asset Securitization Plan and one copy of the changed Asset Securitization Plan (in cases where the changed Asset Securitization Plan is submitted in the form of Electromagnetic Records as prescribed in Article 10, a document stating the matters recorded in said Electromagnetic Records), and entering a receipt number therein, return said duplicate and the changed Asset Securitization Plan to the person who made the notification.
(Document Proving That the Change to the Asset Securitization Plan Has Been Made Based on the Provisions of the Act)
Article 30 The documents specified by Cabinet Office Ordinance as referred to in Article 9, paragraph (3), item (ii) of the Act shall be the documents specified in the following items for the categories of cases listed in the respective items:
(i) in cases of having made a change to the Asset Securitization Plan by a resolution of a general meeting of members: the following documents:
(a) a transcript of the minutes of the general meeting of members;
(b) in cases of a Special Purpose Company that has issued Specified Corporate Bonds (excluding Specified Short-term Corporate Bonds), a transcript of the minutes of the Specified Corporate Bond holders meeting (in cases where it issues two or more classes of Specified Corporate Bonds (excluding Specified Short-term Corporate Bonds) with different features, including the Specified Corporate Bond holders meeting of each class);
(c) in cases of a Special Purpose Company that has issued Specified Short-term Corporate Bonds, a document proving that it has entrusted a reasonable property to a Trust Company, etc. pursuant to the provisions of Article 155, paragraph (4) of the Act;
(d) in cases of a Special Purpose Company that has issued Specified Promissory Notes, a document proving that it has entrusted a reasonable property to a Trust Company, etc. pursuant to the provisions of Article 155, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 156, paragraph (3) of the Act; and
(e) in cases of a Special Purpose Company that has made a Special Purpose Borrowing, a document proving that it has entrusted a reasonable property to a Trust Company, etc. pursuant to the provisions of Article 155, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 157, paragraph (2) of the Act;
(ii) in cases of having made a change to the Asset Securitization Plan based on the provisions of Article 151, paragraph (3) of the Act (limited to the case set forth in item (i) of that paragraph): the following documents, and a document proving that a notice or public notice has been given under the provisions of paragraph (4) of that Article:
(a) in cases where the details of the change fall under Article 79, paragraph (1), item (i), a document proving the occurrence of the event prescribed in that item;
(b) in cases where the details of the change fall under Article 79, paragraph (1), item (ii), a transcript of the minutes of the general meeting of members in which a resolution causing said change has been made; and
(c) in cases where the details of the change fall under Article 79, paragraph (1), item (iii), a document proving that the cancellation of the Preferred Equity, distribution of residual assets, and the performance of obligations undertaken in relation to Specified Corporate Bonds, Specified Promissory Notes and Special Purpose Borrowings have been completed in accordance with the Asset Securitization Plan;
(iii) in cases of making a change to the Asset Securitization Plan based on the provisions of Article 151, paragraph (3) of the Act (limited to the case set forth in item (ii) of that paragraph): a document proving that consent has been obtained as prescribed in that item and a document proving that a notice or public notice has been given under the provisions of paragraph (4) of that Article;
(iv) in cases of having made a change to the Asset Securitization Plan based on the provisions of Article 151, paragraph (3) of the Act (limited to the case set forth in item (iii) of that paragraph): the following documents, and a document proving that a notice or public notice has been given under the provisions of paragraph (4) of that Article:
(a) in the case set forth in Article 79, paragraph (2), item (i), a document proving that consent has been obtained as prescribed in that item; and
(b) in the case set forth in Article 79, paragraph (2), item (ii), a document proving that the requirements stated or recorded in the Asset Securitization Plan have been satisfied and that the procedure stated or recorded in the Asset Securitization Plan has been taken.
(Notification of Termination of Business)
Article 31 (1) A Special Purpose Company which intends to make a notification under the provisions of Article 10, paragraph (1) of the Act shall submit a written notification prepared using Appended Form No. 11 (hereinafter referred to as a "Written Notification of Termination of Business") to the Competent Director-General of a Local Finance Bureau, with a duplicate of such written notification attached thereto.
(2) When the Director-General of a Local Finance Bureau receives a Written Notification of Termination of Business, he/she shall, after affixing a receipt stamp on the duplicate of the Written Notification of Termination of Business, and entering a receipt number therein, return said duplicate to the person who made the notification.
(Notification of New Plan)
Article 32 (1) A Special Purpose Company which intends to make a Notification of New Plan shall submit a written notification prepared using Appended Form No. 1 (hereinafter referred to as a "Written Notification of New Plan" in this Article) to the Director-General of a Local Finance Bureau, with a duplicate of such written notification, one copy of each of the documents prescribed in Article 11, paragraph (3) of the Act (including the balance sheet approved at a general meeting of members pursuant to the provisions of Article 159, paragraph (1) of the Act), one copy of each of the documents listed in Article 4, paragraph (3), items (ii) to (vi) inclusive of the Act as applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act (in the case of an Asset Securitization Plan, two copies), and the duplicate of the Written Notification of Termination of Business which has been returned pursuant to the provisions of paragraph (2) of the preceding Article attached thereto.
(2) Notwithstanding the provisions of the preceding paragraph, in cases where a Special Purpose Company attaches an Asset Securitization Plan to a Written Notification of New Plan pursuant to the provisions of Article 4, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 11, paragraph (5) of the Act, such Asset Securitization Plan to be attached to the Written Notification of New Plan shall be in one copy.
(3) When the Competent Director-General of a Local Finance Bureau receives a Written Notification of New Plan, he/she shall, after affixing a receipt stamp on a duplicate of the Written Notification of New Plan and one copy of the Asset Securitization Plan, and entering a receipt number therein, return said duplicate and the Asset Securitization Plan to the person who made the notification.
(Notification of Discontinuance of Business)
Article 33 A person who intends to make a notification under the provisions of Article 12, paragraph (1) of the Act shall submit a written notification prepared using Appended Form No. 12 to the Competent Director-General of a Local Finance Bureau, with one copy of a document stating the method of concluding the business based on the Asset Securitization Plan, a duplicate of the Written Notification of Termination of Business which has been returned pursuant to the provisions of Article 31, paragraph (2) if there is any such duplicate, and one copy of each of the documents specified in the following items for the categories of cases listed in the respective items attached thereto:
(i) in cases where the Special Purpose Company is dissolved due to an order of commencement of bankruptcy proceedings: a document proving that the court has appointed a person who intends to make a notification as the bankruptcy trustee of said Special Purpose Company, or a substitute document therefor; and
(ii) in cases where the Special Purpose Company is dissolved due to circumstances other than an order of commencement of bankruptcy proceedings: a certificate of registered matters of the Special Purpose Company which pertains to the liquidator of said Special Purpose Company.
Section 2 Special Purpose Company
(Costs for Incorporation)
Article 34 The costs specified by Cabinet Office Ordinance as referred to in Article 16, paragraph (3), item (iv) of the Act shall be the following:
(i) the stamp tax for the articles of incorporation;
(ii) the fees and remuneration payable to the Bank, etc. (meaning the Bank, etc. prescribed in Article 19, paragraph (2) of the Act) which has handled the payment of the money in exchange for Specified Equity Issued at Incorporation;
(iii) the remuneration for the inspectors fixed under the provisions of Article 33, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 18, paragraph (2) of the Act; and
(iv) the registration and license tax for the registration of incorporation of the Special Purpose Company.
(Banks, etc.)
Article 35 The organizations specified by Cabinet Office Ordinance as referred to in Article 19, paragraph (2) of the Act shall be the following:
(i) the agricultural cooperatives or federations of agricultural cooperatives engaged in the business under Article 10, paragraph (1), item (iii) of the Agricultural Cooperatives Act (Act No. 132 of 1947);
(ii) the fisheries cooperatives, federations of fisheries cooperatives, fishery processing cooperatives, or federations of fishery processing cooperatives engaged in the business under Article 11, paragraph (1), item (iv), Article 87, paragraph (1), item (iv), Article 93, paragraph (1), item (ii) or Article 97, paragraph (1), item (ii) of the Fisheries Cooperatives Act (Act No. 242 of 1948);
(iii) the credit cooperatives, or the federation of cooperatives engaged in the business set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949);
(iv) Shinkin Banks or federation of Shinkin Banks;
(v) labor banks or federation of labor banks;
(vi) Norin Chukin Bank; and
(vii) Shoko Chukin Bank Limited.
(Method of Demanding the Filing of an Action for Pursuing Liability, etc.)
Article 36 The method specified by Cabinet Office Ordinance as referred to in Article 97, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 174, paragraph (3) of the Act) and in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 25, paragraph (4), Article 36, paragraph (10), Article 42, paragraph (8), Article 119, paragraph (2), Article 120, paragraph (6), Article 138, paragraph (2) and Article 147, paragraph (2) of the Act, shall be the submission of a document stating the following matters, or the provision of said matters by Electromagnetic Means (meaning Electromagnetic Means as prescribed in Article 40, paragraph (3) of the Act; the same shall apply hereinafter):
(i) the person who is to become a defendant; and
(ii) the object of claim and the facts necessary for identifying the claim.
(Method of Notifying the Reasons for Not Filing an Action)
Article 37 The method specified by Cabinet Office Ordinance as referred to in Article 847, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 25, paragraph (4), Article 36, paragraph (10), Article 42, paragraph (8), Article 97, paragraph (2) (including the cases where applied mutatis mutandis pursuant to Article 174, paragraph (3) of the Act), Article 119, paragraph (2), Article 120, paragraph (6), Article 138, paragraph (2) and Article 147, paragraph (2) of the Act shall be the submission of a document stating the following matters, or the provision of said matters by Electromagnetic Means:
(i) the contents of the investigation conducted by the Special Purpose Company (including the materials on which the judgment set forth in the following item was based);
(ii) a judgment with regard to any liability or obligation of a Person Subject to Demand (among the following persons, meaning the person set forth in item (i) of the preceding Article related to the demand under Article 847, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 25, paragraph (4), Article 36, paragraph (10), Article 42, paragraph (8), and Article 97, paragraph (2) (including the cases where applied mutatis mutandis pursuant to Article 174, paragraph (3) of the Act), Article 119, paragraph (2), Article 120, paragraph (6), Article 138, paragraph (2), and Article 147, paragraph (2) of the Act; the same shall apply in the following item), and the reasons therefor:
(a) an incorporator(s);
(b) a Director(s) at Incorporation and Company Auditor(s) at Incorporation;
(c) an Officer(s), etc. (meaning the Officer(s), etc. prescribed in Article 94, paragraph (1) of the Act);
(d) a liquidator(s);
(e) a subscriber(s) for Specified Equity for Subscription who has an obligation under Article 212, paragraph (1) (limited to the portion pertaining to item (i)) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act;
(f) a subscriber(s) for Preferred Equity for Subscription who has an obligation under Article 212, paragraph (1) (limited to the portion pertaining to item (i)) of the Companies Act as applied mutatis mutandis pursuant to Article 42, paragraph (5) of the Act;
(g) a person who has received the benefits set forth in Article 120, paragraph (3) of the Act;
(h) a subscriber(s) for convertible Specified Corporate Bonds who has an obligation under Article 212, paragraph (1) (limited to the portion pertaining to item (i)) of the Companies Act as applied mutatis mutandis pursuant to Article 138, paragraph (2) of the Act; and
(i) a subscriber(s) for Specified Corporate Bonds with rights to subscribe for Preferred Equity who has an obligation under Article 212, paragraph (1) (limited to the portion pertaining to item (i)) of the Companies Act as applied mutatis mutandis pursuant to Article 147, paragraph (2) of the Act; and
(iii) in cases where the Person Subject to Demand has been judged to have a liability or obligation, when an action for pursuing liability, etc. (meaning an Action for Pursuing Liability as prescribed in Article 97, paragraph (1) of the Act (including the cases where applied mutatis mutandis pursuant to Article 174, paragraph (3) of the Act) and an action for pursuing liability, etc. as prescribed in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 25, paragraph (4), Article 36, paragraph (10), Article 42, paragraph (8), Article 119, paragraph (2), Article 120, paragraph (6), Article 138, paragraph (2), and Article 147, paragraph (2) of the Act) is not filed, the reasons therefor.
(Specified Equity Trust)
Article 38 The matters specified by Cabinet Office Ordinance as referred to in Article 28, paragraph (1), item (iv) of the Act and the matters specified by Cabinet Office Ordinance as referred to in Article 30, paragraph (1) of the Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 33, paragraph (3) of the Act shall be the following matters:
(i) the name and address of the trustee;
(ii) the names and addresses of the settlor and the beneficiaries (excluding cases where the Specified Equity Trust is a Special Purpose Trust);
(iii) the names and addresses of the trust administrator, the trust supervisor, and the beneficiaries' agent (in cases where the Specified Equity Trust is a Special Purpose Trust, the Representative Beneficiary Certificate Holder(s) or Specified Trust Administrator);
(iv) the purpose of the trust (in cases where the Specified Equity Trust is a Special Purpose Trust, a statement to that effect);
(v) the method for the administration of Specified Equity which is trust property;
(vi) the grounds for termination of the trust; and
(vii) other clauses of the trust.
(Request for Stating, etc. of Matters to Be Stated in the Specified Equity Member Registry)
Article 39 The cases specified by Cabinet Office Ordinance as referred to in Article 133, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 30, paragraph (2) of the Act shall be the following cases:
(i) cases where the Acquirer of Specified Equity (meaning the Acquirer of Specified Equity prescribed in Article 31, paragraph (2) of the Act; hereinafter the same shall apply in this Article and the following Article) has received a final and binding judgment ordering the Acquirer of Specified Equity to make the request under Article 133, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 30, paragraph (2) of the Act related to the Specified Equity acquired by said Acquirer of Specified Equity against a person who has been stated or recorded in the Specified Equity Member registry as being a Specified Equity Member or a general successor thereto, and where said Acquirer of Specified Equity has made the request by providing a document proving the contents of said final and binding judgment, or any other materials;
(ii) cases where the Acquirer of Specified Equity has made the request by providing a document proving the contents of a decision having the same effect as the final and binding judgment set forth in the preceding item, or any other materials;
(iii) cases where the Acquirer of Specified Equity is a Designated Purchaser (meaning the Designated Purchaser prescribed in Article 31, paragraph (7) of the Act; the same shall apply in Article 41), when such Acquirer of Specified Equity has made the request by providing a document proving that said Acquirer of Specified Equity has paid the sales price in full to the Requester for Approval of Transfer (meaning the Requester for Approval of Transfer prescribed in Article 31, paragraph (6) of the Act; the same shall apply in Article 41), or any other materials;
(iv) cases where the Acquirer of Specified Equity is a person who has acquired the Specified Equity of the relevant Special Purpose Company by general succession, when such Acquirer of Specified Equity has made the request by providing a document proving the general succession, or any other materials;
(v) cases where the Acquirer of Specified Equity is a person who has acquired the Specified Equity of the relevant Special Purpose Company by an auction, when such Acquirer of Specified Equity has made the request by providing a document proving that said acquisition was made by said auction, or any other materials; and
(vi) cases where the Acquirer of Specified Equity is a person who has acquired the Specified Equity sold under the provisions of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 38 of the Act, when such Acquirer of Specified Equity has made the request by providing a document proving that said Acquirer of Specified Equity has paid the price for such sale in full, or any other materials.
(Request for Approval Made by the Acquirer of Specified Equity)
Article 40 The cases specified by Cabinet Office Ordinance as referred to in Article 31, paragraph (3) of the Act shall be the following cases:
(i) cases where the Acquirer of Specified Equity has received a final and binding judgment ordering the Acquirer of Specified Equity to make the request under Article 31, paragraph (1) of the Act related to the Specified Equity acquired by said Acquirer of Specified Equity against a person who has been stated or recorded in the Specified Equity Member registry as being a Specified Equity Member or a general successor thereto, and said Acquirer of Specified Equity has made the request by providing a document proving the contents of said final and binding judgment, or any other materials;
(ii) cases where the Acquirer of Specified Equity has made the request by providing a document proving the contents of a decision having the same effect as the final and binding judgment set forth in the preceding item, or any other materials;
(iii) cases where the Acquirer of Specified Equity is a person who has acquired the Specified Equity of the relevant Special Purpose Company by an auction, when such Acquirer of Specified Equity has made the request by providing a document proving that said acquisition was made by said auction, or any other materials; and
(iv) cases where the Acquirer of Specified Equity is a person who has acquired the Specified Equity sold under the provisions of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 38 of the Act, when such Acquirer of Specified Equity has made the request by providing a document proving that said Acquirer of Specified Equity has paid the price for such sale in full, or any other materials.
(Cases Where a Special Purpose Company Is Deemed to Have Approved)
Article 41 The cases where specified by Cabinet Office Ordinance as referred to in Article 145, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (9) of the Act shall be the following cases:
(i) cases where the Designated Purchaser has given notice under the provisions of Article 142, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (8) of the Act within ten days (in cases where any shorter period is provided for in the articles of incorporation, within such shorter period) from the date of notice under the provisions of Article 31, paragraph (6) of the Act, when such Designated Purchaser has not delivered the document set forth in Article 142, paragraph (2) of the Companies Act to the Requester for Approval of Transfer within said period; and
(ii) cases where the Requester for Approval of Transfer has cancelled the sales contract for the Specified Equity concluded with the Designated Purchaser.
(Request for Stating, etc. of Matters to Be Stated in the Specified Equity Member Registry Related to the Specified Equity Trust)
Article 42 The cases specified by Cabinet Office Ordinance as referred to in Article 133, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 33, paragraph (3) of the Act shall be the cases where a person who has accepted Specified Equity in a trust pursuant to the provisions of Article 33, paragraph (1) of the Act, makes a request by providing a document proving that a trust has been created with Specified Equity, or any other materials.
(Matters to Be Notified to Persons Who Intend to File Applications for Specified Equity for Subscription)
Article 43 The matters specified by Cabinet Office Ordinance as referred to in Article 203, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act shall be the following matters:
(i) the Amount of Specified Capital;
(ii) if there are provisions in the articles of incorporation prescribed in Article 145, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 31, paragraph (9) of the Act, such provisions of the articles of incorporation;
(iii) if there are provisions in the articles of incorporation to the effect that an Administrator of a Specified Equity Member Registry as prescribed in Article 22, paragraph (2), item (vii) of the Act shall be appointed, the name and address as well as the business office thereof; and
(iv) the matters provided for in the articles of incorporation (excluding the matters listed in Article 203, paragraph (1), items (i) to (iii) inclusive of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act and the matters listed in the preceding three items), for which the person who intends to file an application to subscribe for Specified Equity for Subscription requests the Special Purpose Company to notify said person.
(Cases Where Notice to Persons Who Intend to File Applications for Specified Equity for Subscription is Not Required)
Article 44 The cases specified by Cabinet Office Ordinance as referred to in Article 203, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act or in Article 40, paragraph (4) or Article 122, paragraph (4) of the Act shall be the following cases where a Special Purpose Company has provided the persons who intend to file applications under Article 203, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act or under Article 40, paragraph (1) or Article 122, paragraph (1) of the Act with the matters listed in the items of these paragraphs:
(i) cases where the relevant Special Purpose Company has provided the matters to be stated in the prospectus pursuant to the provisions of the Financial Instruments and Exchange Act by Electromagnetic Means; or
(ii) cases where the relevant Special Purpose Company has provided the prospectus, documents equivalent thereto, or any other materials under the laws and regulations of a foreign state.
(Directors to Be Held Liable in Cases of Shortfall in Value of Property Contributed, etc.)
Article 45 (1) The persons specified by Cabinet Office Ordinance as referred to in Article 213, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act shall be the following persons:
(i) the director(s) who has performed the duties related to the determination of the value of the Property Contributed in Kind (meaning the Property Contributed in Kind prescribed in Article 207, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act; hereinafter the same shall apply in this Article);
(ii) when the value of the Property Contributed in Kind has been determined by a majority of directors, the directors who have agreed to such determination; and
(iii) when a resolution has been made at a general meeting of members with regard to the determination of the value of the Property Contributed in Kind, the director(s) who has explained the matters concerning the value of said Property Contributed in Kind at said general meeting of members.
(2) The persons specified by Cabinet Office Ordinance as referred to in Article 213, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act shall be the following persons:
(i) the director(s) who has submitted a proposal concerning the determination of the value of Property Contributed in Kind to a general meeting of members; and
(ii) the director(s) who has agreed to the decision to submit the proposal set forth in the preceding item.
(Matters to Be Notified to Persons Who Intend to File Applications for Preferred Equity for Subscription)
Article 46 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 40, paragraph (1), item (v) of the Act pertaining to Specified Short-term Corporate Bonds, and the matters specified by Cabinet Office Ordinance as referred to in Article 122, paragraph (1), item (xx) of the Act, shall be the matters listed in Article 15, items (ii) to (ix) inclusive.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 40, paragraph (1), item (v) of the Act pertaining to Specified Promissory Notes, and the matters specified by Cabinet Office Ordinance as referred to in Article 122, paragraph (1), item (xxi) of the Act, shall be the matters listed in Article 16, items (ii) to (viii) inclusive.
(3) The matters specified by Cabinet Office Ordinance as referred to in Article 40, paragraph (1), item (vi) and Article 122, paragraph (1), item (xxii) of the Act shall be the matters listed in Article 17, items (ii) and (iii).
(4) The matters specified by Cabinet Office Ordinance as referred to in Article 40, paragraph (1), item (xii) of the Act shall be the following matters:
(i) if a Special Purpose Company is to issue two or more classes of Preferred Equity with different features, the details of each class of Preferred Equity and the number of units that may be issued;
(ii) if there are provisions in the articles of incorporation to the effect that an Administrator of a Preferred Equity Member Registry as prescribed in Article 42, paragraph (1), item (iii) of the Act shall be appointed, the name and address as well as the business office thereof; and
(iii) the matters provided for in the articles of incorporation (excluding the matters listed in Article 40, paragraph (1), items (i) to (xi) inclusive of the Act and the matters listed in the preceding two items), for which the person who intends to file an application to subscribe for Preferred Equity for Subscription requests the Special Purpose Company to notify said person.
(Person with Expert Knowledge Concerning Appraisal of Specified Assets)
Article 47 The person specified by Cabinet Office Ordinance as referred to in Article 15, item (v) of the Order shall be a Designated Rating Organization other than one that has assigned a rating to any of the Asset Backed Securities issued by the Special Purpose Company which holds the Specified Assets investigated by said organization.
(Request for Stating, etc. of Matters to Be Stated in the Preferred Equity Member Registry)
Article 48 The cases specified by Cabinet Office Ordinance as referred to in Article 133, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 45, paragraph (3) of the Act shall be the following cases:
(i) cases where the Acquirer of Preferred Equity (meaning the Acquirer of Preferred Equity prescribed in Article 133, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 45, paragraph (3) of the Act; the same shall apply in the following item) has made the request by presenting his/her Preferred Equity Security; and
(ii) cases where the Acquirer of Preferred Equity is a person who has acquired the Preferred Equity sold under the provisions of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 50, paragraph (3) of the Act or put up for an auction under the provisions of Article 235, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 50, paragraph (3) of the Act, when such Acquirer of Preferred Equity has made the request by providing a document proving that said Acquirer of Preferred Equity has paid the price for such sale or auction in full, or any other materials.
(Market Price in Cases of Treating Fractions of Less Than One Unit by Cancellation, etc. of Preferred Equity)
Article 49 The method specified by Cabinet Office Ordinance as referred to in Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 50, paragraph (3) of the Act shall be the method whereby the amount specified in the following items for the categories of cases listed in the respective items shall be treated as the price of the Preferred Equity prescribed in Article 234, paragraph (2) of the Companies Act:
(i) in cases of selling the Preferred Equity in a market transaction: the price for selling it in said transaction; and
(ii) in cases other than those set forth in the preceding item: the closing price of the Preferred Equity on the market in which said Preferred Equity is traded, as of the day on which it is sold pursuant to the provisions of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 50, paragraph (3) of the Act (hereinafter referred to as the "Date of Sale" in this item) (in cases where no sale and purchase transaction has been conducted on the relevant Date of Sale, or where the relevant Date of Sale falls on a non-business day of the relevant market, the price concluded for the first sale and purchase transaction conducted after said Date of Sale).
(Amount of Deficit)
Article 50 The method specified by Cabinet Office Ordinance as referred to in Article 60, paragraph (3), item (iv), sub-item (b) of the Act shall be the method whereby the higher of the following amounts shall be treated as the amount of deficit:
(i) zero; or
(ii) the amount obtained by deducting from zero any Surplus (meaning a surplus as set forth in Article 30, paragraph (2), item (v) of the Ordinance on Accounting of Special Purpose Companies (Cabinet Office Ordinance No. 44 of 2006); the same shall apply in Article 56 and Article 57) that exists as of the day on which the Amount of Specified Capital is reduced pursuant to the provisions of Article 109, paragraph (4) of the Act.
(Appointment of Substitute Officers)
Article 51 (1) The appointment of substitute Officers under the provisions of Article 329, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 68, paragraph (2) of the Act shall be as provided in this Article.
(2) In cases of appointing substitute Officers by a resolution as prescribed in Article 329, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 68, paragraph (2) of the Act, the following matters shall be decided as well:
(i) a statement to the effect that the relevant candidate is a substitute Officer;
(ii) when appointing the relevant candidate as a substitute Officer for one or more specific Officers, a statement to that effect and the name of said specific Officer (in cases of an accounting advisor, his/her name);
(iii) when appointing two or more substitute Officers for one Officer (in cases of appointing substitute Officers for two or more Officers, said two or more Officers), the priority order among the relevant substitute Officers; and
(iv) in cases where the appointment of a substitute Officer is to be cancelled before assuming office, a statement to that effect and procedures for effecting the cancellation.
(3) The period during which the resolution related to the appointment of substitute Officers is effective, unless otherwise provided for in the articles of incorporation, shall be until the time of the commencement of the first annual general meeting of members held after such resolution; provided, however, that the foregoing sentence shall not preclude the resolution of an annual general meeting of members from shortening such period.
(Election of Directors by Cumulative Vote)
Article 52 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 342, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (2) of the Act shall be as provided in this Article.
(2) In cases where a request is made under the provisions of Article 342, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (2) of the Act, the directors (if there is a chairperson of a general meeting of members, the chairperson, and if there is no director or chairperson, the member who has made said request) shall, prior to a resolution for the appointment of a director to be made at the general meeting of members under Article 342, paragraph (1) of the Companies Act, clearly state that a director is to be appointed as provided in paragraphs (3) to (5) of that Article.
(3) In the case set forth in Article 342, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (2) of the Act, when two or more candidates have obtained the same number of votes and therefore it is impossible to elect directors in the order of votes obtained by the respective candidates in the process of electing a certain number of directors at a general meeting of members under Article 342, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (2) of the Act, the directors shall be elected in the order of votes obtained by the respective candidates, up to the number of directors not exceeding the number of directors to be elected at said general meeting of members, from among whom directors can be elected in the order of votes obtained by the respective candidates.
(4) In the case prescribed in the preceding paragraph, the number of directors, as calculated by deducting the number of candidates elected as directors under the provisions of the preceding paragraph from the number of directors to be elected at a general meeting of members under Article 342, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing the relevant terms and phrases pursuant to Article 77, paragraph (2) of the Act, shall be elected by a resolution of the general meeting of members, notwithstanding the provisions of Article 342, paragraphs (3) and (4) of the Companies Act.
(Content of Accounting Advisor's Report)
Article 53 The accounting advisor's report to be prepared pursuant to the provisions of Article 86, paragraph (1) of the Act shall contain the following matters:
(i) the major matters among those where an accounting advisor(s) is in agreement with the Company with Accounting Advisors in the course of performing his/her duties;
(ii) the types of the Financial and Other Related Statements (meaning the balance sheet as of the date of its formation as well as the Financial Statements (meaning the Financial Statements prescribed in Article 102, paragraph (2) of the Act; the same shall apply in paragraph (1) of the following Article and Article 100, paragraph (2)) pertaining to each business year, and the annexed detailed statements thereof; hereinafter the same shall apply in this Article), which have been prepared jointly by the directors and accounting advisors;
(iii) the accounting rules and procedures as well as the presentation method adopted for preparing Financial and Other Related Statements, and other matters that can be the basis for preparing Financial and Other Related Statements, which fall under the following (excluding those less important):
(a) the appraisal standards and method for the appraisal of the assets;
(b) the method for the depreciation of fixed assets;
(c) the standards for recording reserves;
(d) the standards for recording revenues and expenses; and
(e) other important matters that can be the basis for preparing Financial and Other Related Statements;
(iv) the types of materials used to prepare Financial and Other Related Statements, and other processes and methods of preparing Financial and Other Related Statements;
(v) in cases where the materials prescribed in the preceding item fall under any of the following, a statement to that effect and the reasons therefor:
(a) there has been a considerable delay in the preparation of the materials; or
(b) there has been a false statement made on the important matters in the materials.
(vi) in cases where any materials necessary for the preparation of Financial and Other Related Statements have not been prepared or have not been properly preserved, a statement to that effect and the reasons therefor;
(vii) the results of the collection of reports and the investigation conducted by the accounting advisor(s) for preparing Financial and Other Related Statements; and
(viii) the major matters on which the accounting advisor(s) have consulted with the directors when preparing Financial and Other Related Statements.
(Keeping of Financial Statements, etc.)
Article 54 (1) In cases where an accounting advisor(s) specifies the place where the Financial Statements pertaining to each business year and the annexed detailed statements thereof as well as the accounting advisor's report are to be kept (hereinafter referred to as the "Place for Keeping the Accounting Advisor's Report, etc." in this Article), the provisions of this Article shall apply.
(2) An accounting advisor(s) shall choose the Place for Keeping the Accounting Advisor's Report, etc. from among the places at the office of the certified public accountant or auditing firm, or certified tax accountant or tax accountant corporation, who is said accounting advisor(s) (in cases where the accounting advisor(s) is a person who regularly engages in the business prescribed in Article 2, paragraph (3) of the Certified Public Tax Accountant Act (Act No. 237 of 1951) as an assistant for a certified tax accountant or tax accountant corporation pursuant to the provisions of that paragraph, the certified tax accountant's office or the office of the tax accountant corporation where the accounting advisor(s) engages in business).
(3) An accounting advisor(s) shall specify a place other than the head office or branch office of the Company with Accounting Advisors as the Place for Keeping the Accounting Advisor's Report, etc.
(4) In cases where an accounting advisor(s) has specified the Place for Keeping the Accounting Advisor's Report, etc., he/she shall notify the Company with Accounting Advisors of such Place for Keeping the Accounting Advisor's Report, etc. without delay.
(Inspection, etc. of Financial Statements)
Article 55 The cases specified by Cabinet Office Ordinance as referred to in Article 378, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of the Act shall be the cases where a request is made outside the business hours of the certified public accountant or auditing firm, or certified tax accountant or tax accountant corporation, who is an accounting advisor(s).
(Amount of Loss Arising from Reduction in the Amount of Specified Capital)
Article 56 The method specified by Cabinet Office Ordinance as referred to in Article 108, paragraph (4) of the Act shall be the method whereby the higher of the following amounts shall be treated as the amount of loss:
(i) zero; or
(ii) the amount obtained by deducting from zero any Surplus that exists as of the day on which the Amount of Specified Capital is reduced pursuant to the provisions of Article 108, paragraph (4) of the Act.
(Amount of Loss Arising from Reduction in the Amount of Preferred Capital)
Article 57 The method specified by Cabinet Office Ordinance as referred to in Article 109, paragraph (4) of the Act shall be the method whereby the higher of the following amounts shall be treated as the amount of loss:
(i) zero; or
(ii) the amount obtained by deducting from zero any Surplus that exists as of the day on which the Amount of Preferred Capital is reduced pursuant to the provisions of Article 109, paragraph (4) of the Act.
(Reduction in the Amount of Preferred Capital)
Article 58 The matters specified by Cabinet Office Ordinance as referred to in Article 110, paragraph (1), item (iv) of the Act shall be the class of Preferred Equity subject to the reduction in each Amount of Preferred Capital (limited to cases where different classes of Preferred Equity are issued under the provisions of Article 206 of the Act).
(Matters Concerning Financial Statements)
Article 59 The matters specified by Cabinet Office Ordinance as referred to in Article 111, paragraph (2), item (ii) of the Act shall be those specified in the following items for the categories of cases listed in the respective items as of the date of public notice under the provisions of that paragraph or the date of notice under the provisions of that paragraph, whichever comes earlier:
(i) in cases where the Company Subject to Public Notice (meaning the Special Purpose Company set forth in Article 111, paragraph (2), item (ii) of the Act; hereinafter the same shall apply in this Article) has given public notice pursuant to the provisions of Article 104, paragraph (5) or paragraph (6) of the Act with regard to its balance sheet pertaining to the Most Recent Business Year (meaning the Most Recent Business Year prescribed in Article 34, paragraph (4) of the Act; hereinafter the same shall apply in this Article) or the gist thereof: the following matters:
(a) in cases where public notice is given in an official gazette, the date of said official gazette and the page thereof on which said public notice is placed;
(b) in cases where public notice is given in a daily newspaper that publishes matters on current affairs, the name and date of said daily newspaper, and the page thereof on which said public notice is placed; and
(c) in cases where public notice is given by way of Electronic Public Notice (meaning an Electronic Public Notice as prescribed in Article 194, paragraph (1), item (iii) of the Act), the characters, letters, marks or any other codes, or a combination thereof which are assigned for the identification, on the Internet, of the part of the automatic public transmission server used to give said public notice, and which allow many and unspecified persons who are to receive the provision of information to be publicized by means of said Electronic Public Notice, to inspect the details of said information by the input thereof into the computers used by such persons or to record said information in the files stored on said computers;
(ii) in cases where the Company Subject to Public Notice has taken the measures prescribed in Article 104, paragraph (7) of the Act with regard to the balance sheet pertaining to the Most Recent Business Year: the matters set forth in Article 22, paragraph (2), item (xiii) of the Act;
(iii) in cases where the Company Subject to Public Notice is a Special Purpose Company as prescribed in Article 104, paragraph (8) of the Act, and said Special Purpose Company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: a statement to that effect;
(iv) in cases where there is no Most Recent Business Year with respect to the Company Subject to Public Notice: a statement to that effect; and
(v) in cases other than those listed in the preceding items: the details of the gist of the balance sheet pertaining to the Most Recent Business Year.
(Liability for Distribution of Profits, etc.)
Article 60 The person specified by Cabinet Office Ordinance as referred to in Article 117 of the Act shall be the following persons:
(i) the director(s) who has performed the duties related to the delivery of money in relation to the distribution of profits or Payments of Interim Dividend;
(ii) the director(s) who has explained the matters concerning the Proposal for Appropriation of Profits (meaning the Proposal for Appropriation of Profits prescribed in Article 102, paragraph (2) of the Act) at an annual general meeting of members pertaining to the approval under the provisions of Article 104, paragraph (2) of the Act;
(iii) the director(s) who has explained the matters concerning the distribution of money pertaining to a decision under the provisions of Article 115, paragraph (1) of the Act;
(iv) when the distribution of money under the provisions of Article 115, paragraph (1) of the Act has been decided by a majority of directors, the directors who have agreed to such decision; and
(v) when a company auditor(s) or accounting advisor(s) has demanded a report on the calculation of the distribution of profits or Payments of Interim Dividend, the director(s) who has made the report in response to said demand.
Article 61 (1) The person specified by Cabinet Office Ordinance as referred to in Article 117, item (i) of the Act shall be the following persons:
(i) the director(s) who has submitted a proposal to an annual general meeting of members; and
(ii) the director(s) who has agreed to the decision to submit the proposal set forth in the preceding item.
(2) The person specified by Cabinet Office Ordinance as referred to in Article 117, item (ii) of the Act shall be the director(s) who has submitted a proposal pertaining to said decision.
(Directors to Be Held Liable With Regard to Giving of Benefits)
Article 62 The person specified by Cabinet Office Ordinance as referred to in Article 120, paragraph (4) of the Act shall be the following persons:
(i) the director(s) who has performed the duties related to the Giving of Benefits (meaning the giving of benefits prescribed in Article 120, paragraph (1) of the Act; hereinafter the same shall apply in this Article);
(ii) when the Giving of Benefits has been decided by a majority of directors, the directors who have agreed to such decision; and
(iii) in cases where the Giving of Benefits has been conducted based on a resolution of a general meeting of members, the following persons:
(a) the director(s) who has submitted a proposal concerning said Giving of Benefits to said general meeting of members;
(b) the director(s) who has agreed to the decision to submit the proposal set forth in sub-item (a); and
(c) the director(s) who has explained the matters concerning said Giving of Benefits at said general meeting of members.
(Subscription Requirements)
Article 63 The matters specified by Cabinet Office Ordinance as referred to in Article 122, paragraph (1), item (xxiii) of the Act shall be the following matters:
(i) when having the payment of money made in exchange for Specified Corporate Bonds for Subscription in installments, a statement to that effect and the Amount To Be Paid In (meaning the Amount To Be Paid In prescribed in Article 122, paragraph (1), item (xiv) of the Act) on the due date for each payment;
(ii) when the authority other than the authority of the Specified Corporate Bond Administrator provided in the Act is to be specified in the contract for entrustment under the provisions of Article 126 of the Act, the details of such authority;
(iii) in the case prescribed in the main clause of Article 711, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 127, paragraph (8) of the Act, the grounds prescribed in the main clause of Article 711, paragraph (2) of the Companies Act;
(iv) when a Specified Corporate Bond Administrator is specified, the name and address thereof; and
(v) when a Specified Corporate Bond Registry Administrator (meaning the Specified Corporate Bond Registry Administrator prescribed in Article 683 of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act; the same shall apply in the following Article) is specified, the name and address thereof.
(Class of Specified Corporate Bonds)
Article 64 The matters specified by Cabinet Office Ordinance as referred to in Article 681, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act shall be the following matters:
(i) the interest rate for Specified Corporate Bonds;
(ii) the method and due date for the redemption of Specified Corporate Bonds;
(iii) the method and due date for the payment of interest;
(iv) when Specified Corporate Bond Certificates are to be issued, a statement to that effect;
(v) when it is to be arranged that Specified Corporate Bond holders may not make the demand set forth in Article 698 of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act in whole or in part, a statement to that effect;
(vi) when it is to be arranged that the Specified Corporate Bond Administrator may carry out the acts listed in Article 127, paragraph (4), item (ii) of the Act without a resolution made at a Specified Corporate Bond holders meeting, a statement to that effect;
(vii) when a Specified Corporate Bond Administrator is specified, the name and address thereof as well as the contents of the contract for entrustment under the provisions of Article 126 of the Act;
(viii) when a Specified Corporate Bond Registry Administrator is specified, the name and address thereof; and
(ix) when Specified Corporate Bonds are secured Specified Corporate Bonds, the matters listed in Article 19, items (i), (xi) and (xiii) of the Secured Corporate Bonds Trust Act as applied by deeming Specified Corporate Bonds to be bonds under Article 130 of the Act.
(Matters to Be Stated in the Specified Corporate Bond Registry)
Article 65 The matters specified by Cabinet Office Ordinance as referred to in Article 681, item (vii) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act shall be, when a Specified Corporate Bond holder sets off his/her obligation to pay money in exchange for Specified Corporate Bonds for Subscription against his/her claim against the Special Purpose Company, the amount of such claim and the day on which the set off was made.
(Persons With Right to Inspect)
Article 66 The persons specified by Cabinet Office Ordinance as referred to in Article 684, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act shall be Specified Corporate Bond holders and other creditors and members of a Specified Corporate Bond-issuing Company (meaning the Specified Corporate Bond-issuing Company prescribed in Article 127, paragraph (6) of the Act; the same shall apply hereinafter).
(Request for Stating, etc. of Matters to Be Stated in the Specified Corporate Bond Registry)
Article 67 (1) The cases specified by Cabinet Office Ordinance as referred to in Article 691, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act shall be the following cases:
(i) cases where the Acquirer of Specified Corporate Bonds (meaning the person who has acquired Specified Corporate Bonds from a person other than the Specified Corporate Bond-issuing Company (excluding said Specified Corporate Bond-issuing Company); hereinafter the same shall apply in this Article) has received a final and binding judgment ordering the Acquirer of Specified Corporate Bonds to make the request under Article 691, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act related to the Specified Corporate Bonds acquired by said Acquirer of Specified Corporate Bonds against a person who has been stated or recorded in the Specified Corporate Bond Registry as being a Specified Corporate Bond holder or a general successor thereto, and said Acquirer of Specified Corporate Bonds has made the request by providing a document proving the contents of said final and binding judgment, or any other materials;
(ii) cases where the Acquirer of Specified Corporate Bonds has made the request by providing a document proving the contents of a decision having the same effect as the final and binding judgment set forth in the preceding item, or any other materials;
(iii) cases where the Acquirer of Specified Corporate Bonds is a person who has acquired the Specified Corporate Bonds of the relevant Special Purpose Company by general succession, when such Acquirer of Specified Corporate Bonds has made the request by providing a document proving the general succession, or any other materials; and
(iv) cases where the Acquirer of Specified Corporate Bonds is a person who has acquired the Specified Corporate Bonds of the relevant Special Purpose Company by an auction, when such Acquirer of Specified Corporate Bonds has made the request by providing a document proving that said acquisition was made by said auction, or any other materials; and
(2) Notwithstanding the provisions of the preceding paragraph, in cases where the Specified Corporate Bonds acquired by the Acquirer of Specified Corporate Bonds are subject to the provisions under which the Specified Corporate Bond Certificates shall be issued, the cases specified by Cabinet Office Ordinance as referred to in Article 691, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act shall be the cases where the Acquirer of Specified Corporate Bonds has made the request by presenting his/her Specified Corporate Bond Certificate.
(Qualifications for Specified Corporate Bond Administrator)
Article 68 The persons specified by Cabinet Office Ordinance as referred to in Article 703, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 127, paragraph (8) of the Act shall be the following persons:
(i) persons who have obtained the license under Article 3 of the Secured Corporate Bonds Trust Act;
(ii) the agricultural cooperatives or federation of agricultural cooperatives that conduct both the businesses set forth in Article 10, paragraph (1), items (ii) and (iii) of the Agricultural Cooperatives Act;
(iii) the credit cooperatives, or the federation of credit cooperatives engaged in the business set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act;
(iv) Shinkin Banks or the federation of Shinkin Banks;
(v) the federation of labor banks;
(vi) the long-term credit bank defined in Article 2 of the Long-Term Credit Bank Act (Act No. 187 of 1952);
(vii) the insurance company defined in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995);
(viii) Norin Chukin Bank; and
(ix) Shoko Chukin Bank Limited.
(Special Relationship)
Article 69 (1) The special relationship specified by Cabinet Office Ordinance as referred to in Article 710, paragraph (2), item (ii) of the Companies Act (including the cases where applied mutatis mutandis pursuant to Article 712 of the Companies Act as applied mutatis mutandis pursuant to Article 127, paragraph (8) of the Act) as applied mutatis mutandis pursuant to Article 127, paragraph (8) of the Act shall be the following relationships:
(i) the relationship between the person who holds voting rights exceeding 50 percent of the voting rights of all the members or all the shareholders of a juridical person (hereinafter referred to as the "Controlling Member" in this Article) and said juridical person (hereinafter referred to as the "Controlled Juridical Person" in this Article); and
(ii) the relationship between the Controlled Juridical Person and another Controlled Juridical Person of the Controlling Member of the first-mentioned Controlled Juridical Person.
(2) In cases where the Controlling Member and its Controlled Juridical Person jointly hold voting rights exceeding 50 percent of the voting rights of all the members or all the shareholders of another juridical person, said other juridical person shall be deemed to be the Controlled Juridical Person of said Controlling Member and the provisions of the preceding paragraph shall apply.
(Matters to Be Decided for Calling a Specified Corporate Bond Holders Meeting)
Article 70 The matters specified by Cabinet Office Ordinance as referred to in Article 719, item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act shall be the following matters:
(i) the matters to be stated in the Reference Documents for a Specified Corporate Bond Holders Meeting (meaning the Reference Documents for a Specified Corporate Bond Holders Meeting prescribed in Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act; the same shall apply in the following Article) pursuant to the provisions of the following Article;
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the date of the Specified Corporate Bond holders meeting but on or after the day on which two weeks have passed from the day on which the notice under the provisions of Article 720, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act has been sent);
(iii) in cases where a single Specified Corporate Bond holder has exercised his/her redundant voting right for a single proposal pursuant to the provisions of Article 726, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act (in cases where the matters listed in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act are provided for, the provisions of Article 726, paragraph (1) and Article 727, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act), and the contents of the votes exercised for said single proposal differ, if matters concerning the handling of such exercise of voting rights by such Specified Corporate Bond holder are provided, such matters;
(iv) when the handling of voting forms set forth in Article 72, paragraph (1), item (iii) is to be specified, the details thereof;
(v) when the matters listed in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (limited to the time which is before the date of the Specified Corporate Bond holders meeting but on or after the day on which two weeks have passed from the day on which the notice under the provisions of Article 720, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act has been sent);
(b) when it is to be arranged that Voting Forms (meaning the Voting Forms prescribed in Article 721, paragraph (1) of the Companies Act; the same shall apply in Article 72) are to be delivered under the provisions of that paragraph as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act (including the provision of Voting Forms by Electromagnetic Means under the provisions of Article 721, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act made in lieu of the delivery thereof) to the Specified Corporate Bond holders who have given the consent under Article 720, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act when requested to do so by such Specified Corporate Bond holders, a statement to that effect.
(Reference Documents for a Specified Corporate Bond Holders Meeting)
Article 71 (1) The following matter shall be stated in the Reference Documents for a Specified Corporate Bond Holders Meeting:
(i) the proposal and the reasons for submitting the proposal; and
(ii) when the proposal is a proposal for the appointment of the representative Specified Corporate Bond holder, the following matters:
(a) the name of the candidate(s);
(b) the career or history of the candidate(s); and
(c) when the candidate(s) has any special interest with the Specified Corporate Bond-issuing Company or Specified Corporate Bond Administrator, a summary of such facts.
(2) In addition to what is provided for in the preceding paragraph, the matters found to serve as a reference with regard to the exercise of voting rights by Specified Corporate Bond holders may be stated in the Reference Documents for a Specified Corporate Bond Holders Meeting.
(3) In cases where some of the matters to be stated in the Reference Documents for a Specified Corporate Bond Holders Meeting which are to be provided to Specified Corporate Bond holders in relation to a single Specified Corporate Bond holders meeting are stated in other documents or are provided by Electromagnetic Means, such matters shall not be required to be stated in the Reference Documents for a Specified Corporate Bond Holders Meeting.
(4) In cases where some of the matters to be included in the contents of the Notice of Calling (meaning the notice under the provisions of Article 720, paragraph (1) or paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act; hereinafter the same shall apply in this paragraph and the following Article) which is to be provided to Specified Corporate Bond holders in relation to a single Specified Corporate Bond Holders Meeting are stated in the Reference Documents for a Specified Corporate Bond Holders Meeting, such matters shall not be required to be included in the contents of the Notice of Calling.
(Voting Forms)
Article 72 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act, or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 722, paragraph (1) or paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act shall be the following matters:
(i) a column in which the agreement or dissent (in cases of providing a column for abstention, including abstention) for each proposal is to be stated;
(ii) in cases where the matters listed in Article 70, item (iii) are specified, such matters;
(iii) in cases where the matters listed in Article 70, item (iv) are specified, when a Voting Form lacking an entry in the column under item (i) has been submitted to the Convener (meaning the Convener prescribed in Article 719 of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act; the same shall apply in this Article), the details of the handling of such Voting Form as to whether it is an indication of a manifestation of agreement, dissent, or abstention, for each proposal;
(iv) the time limit for exercising the voting rights; and
(v) the names of the Specified Corporate Bond holders who are to exercise voting rights as well as the number of exercisable voting rights.
(2) In cases where the matters listed in Article 70, item (v), sub-item (b) are provided for, a Convener shall, when requested to do so by the Specified Corporate Bond holders who have given the consent under Article 720, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act, deliver Voting Forms under the provisions of Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act (including the provision of Voting Forms by Electromagnetic Means under the provisions of Article 721, paragraph (2) of the Companies Act made in lieu of the delivery thereof) to such Specified Corporate Bond holders.
(3) In cases where some of the matters (limited to the matters listed in paragraph (1), items (ii) to (iv) inclusive) to be stated in the Voting Forms which are to be provided to Specified Corporate Bond holders in relation to a single Specified Corporate Bond holders meeting are included in the contents of the Notice of Calling, such matters shall not be required to be stated in the Voting Form which is to be provided to Specified Corporate Bond holders.
(4) In cases where some of the matters to be included in the contents of the Notice of Calling which is to be provided to Specified Corporate Bond holders in relation to a single Specified Corporate Bond holders meeting are stated in the Voting Form, such matters shall not be required to be included in the contents of the Notice of Calling which is to be provided to the Specified Corporate Bond holders.
(Time Limit for Exercising Voting Rights in Writing)
Article 73 The time specified by Cabinet Office Ordinance as referred to in Article 726, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act shall be the time limit for exercising voting rights provided in Article 70, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 74 The time specified by Cabinet Office Ordinance as referred to in Article 727, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act shall be the time limit for exercising voting rights provided in Article 70, item (v), sub-item (a).
(Minutes of a Specified Corporate Bond Holders Meeting)
Article 75 (1) The preparation of minutes of a Specified Corporate Bond holders meeting under the provisions of Article 731, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act shall be as provided in this Article.
(2) The minutes of a Specified Corporate Bond holders meeting shall be prepared in writing or in the form of Electromagnetic Records (meaning the Electromagnetic Records prescribed in Article 4, paragraph (4) of the Act).
(3) The minutes of a Specified Corporate Bond holders meeting shall contain the following matters:
(i) the date and time on which and the place where the Specified Corporate Bond holders meeting was held;
(ii) the outline and results of the proceedings of the Specified Corporate Bond holders meeting;
(iii) when there are any opinions stated at the Specified Corporate Bond holders meeting pursuant to the provisions of Article 729, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act, a summary of the contents of such opinions;
(iv) the names of the representative person of the Specified Corporate Bond-issuing Company or the Specified Corporate Bond Administrator who attended the Specified Corporate Bond holders meeting;
(v) when a chairperson of the Specified Corporate Bond holders meeting is in place, the name of said chairperson; and
(vi) the name(s) of the person(s) who performed the duties related to the preparation of minutes.
Article 76 Deleted
(Requirements for Issuance of Specified Short-term Corporate Bonds)
Article 77 The requirements specified by Cabinet Office Ordinance as referred to in Article 148, item (i), sub-item (c) of the Act shall be as follows:
(i) the details of the Specified Assets to be acquired during the period of issuance of Specified Short-term Corporate Bonds (in cases where the Specified Assets to be acquired are subject to sampling under certain conditions, such conditions for sampling) and the time of the acquisition thereof (in cases where the acquisition is subject to the occurrence of a certain event, such event) are specifically provided for in the Asset Securitization Plan;
(ii) the requirements specified in sub-item (a) or sub-item (b) according to the cases listed in sub-item (a) or sub-item (b) respectively:
(a) in the case set forth in Article 18, item (vii), sub-item (b), where the Specified Assets to be acquired are subject to sampling under certain conditions: with regard to the Specified Short-term Corporate Bonds planned to be issued, the rating designated by the Commissioner of the Financial Services Agency has been obtained from a Designated Rating Organization (excluding the Designated Rating Organization that has investigated the value of the Specified Assets held by the Special Purpose Company which plans to issue said Specified Short-term Corporate Bonds; hereinafter the same shall apply in this item);
(b) in cases other than the case set forth in sub-item (a): either of the following requirements is satisfied:
1. Credit Enhancement measures have been taken; or
2. the rating designated by the Commissioner of the Financial Services Agency has been obtained from a Designated Rating Organization with regard to the Specified Short-term Corporate Bonds planned to be issued.
(Matters Subject to Prohibition of Change in the Asset Securitization Plan)
Article 78 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 151, paragraph (2), item (i) of the Act shall be the matters listed in Article 18, items (i), (v) and (vi) (with regard to the matter set forth in item (v), excluding the cases of acquiring the Specified Assets through a development and the case set forth in Article 18, item (vii), sub-item (b), where the Specified Assets to be acquired are subject to sampling under certain conditions).
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 151, paragraph (2), item (ii) of the Act shall be the matters listed in Article 5, paragraph (1), item (ii), sub-item (d), 1. of the Act, the matters listed in Article 13, items (i) to (iv) inclusive and item (ix), the matters listed in Article 14, items (i) to (iii) inclusive, item (xii), and item (xiii), sub-item (a), the matters listed in Article 15, items (i) to (iii) inclusive, the matters listed in Article 16, items (i) to (iii) inclusive, the matters listed in Article 17, items (i) and (ii), the matters listed in Article 19, items (i) to (iii) inclusive, and the matters listed in Article 20, items (i) and (ii).
(Change to the Asset Securitization Plan Not Requiring a Resolution of a General Meeting of Members)
Article 79 (1) The details of changes specified by Cabinet Office Ordinance as a minor change as referred to in Article 151, paragraph (3), item (i) of the Act shall be the following:
(i) a formality change arising from the occurrence of any event that was not intentionally caused by the Special Purpose Company;
(ii) a formality change arising from a change by a resolution of a general meeting of members; and
(iii) the shortening of the Plan Period in cases where the cancellation of Preferred Equity, distribution of residual assets, and the performance of obligations undertaken in relation to Specified Corporate Bonds, Specified Promissory Notes and Special Purpose Borrowings have been completed in accordance with the Asset Securitization Plan.
(2) The cases specified by Cabinet Office Ordinance as referred to in Article 151, paragraph (3), item (iii) of the Act shall be the following cases:
(i) cases where consent has been obtained from all Specified Equity Members with regard to a change to the Asset Securitization Plan made as of the time when the Special Purpose Company (limited to a Special Purpose Company which does not make any Special Purpose Borrowings) which makes the change has not yet commenced the Public Offering, etc. of the Asset Backed Securities.
(ii) cases where the requirements and procedures for determining the details of the matters to be stated or recorded an Asset Securitization Plan when such details have not yet been determined, are stated or recorded in said Asset Securitization Plan, and the details of the matters to be stated or recorded in the Asset Securitization Plan have been determined in accordance with such statement or record of the requirements and procedures.
(Dissent of Specified Short-term Corporate Bond Holders)
Article 80 The measures specified by Cabinet Office Ordinance as referred to in Article 155, paragraph (2) of the Act shall be those listed in the following items for the categories listed in the respective items:
(i) cases where Specified Corporate Bond Certificates have been issued in relation to Specified Short-term Corporate Bonds: the deposit of such Specified Corporate Bond Certificates; and
(ii) in cases other than those set forth in the preceding item: the deposit of a document under the provisions of Article 86, paragraph (3) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001) as applied mutatis mutandis pursuant to Article 118 of that Act.
(Amount of Net Assets)
Article 81 The method specified by Cabinet Office Ordinance as referred to in Article 158, item (ii) of the Act shall be the method whereby the amount obtained by deducting the amount set forth in Article 114, item (ii) of the Act from the amount set forth in item (i) of that Article as of the base date for calculation (meaning the day on which the contract for the acquisition prescribed in the main clause of Article 158 of the Act is concluded (in cases where another day that is different from such day of concluding said contract is specified by said contract (limited to any day falling upon the period after the day on which said contract is concluded until immediately before said acquisition becomes effective), such other day)) shall be treated as the amount of net assets of the Special Purpose Company.
(Prices of the Residual Assets in Cases Where Right to Demand Distribution of Money Is to Be Exercised)
Article 82 (1) The method specified by Cabinet Office Ordinance as referred to in Article 505, paragraph (3), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 178, paragraph (4) of the Act shall be the method whereby the higher of the following amounts shall be treated as the price of the residual assets prescribed in that item:
(i) the closing price of the relevant residual assets on the market in which said residual assets are traded, as of the last day of the period set forth in Article 505, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 178, paragraph (4) of the Act (hereinafter referred to as the "Expiration Date" in this paragraph) (in cases where no sale and purchase transaction has been made on the relevant Expiration Date, or the relevant Expiration Date falls on a non-business day of the relevant market, the price concluded for the first sale and purchase transaction conducted after said Expiration Date); or
(ii) when the relevant residual assets are subject to a Tender Offer, etc. (meaning the tender offer prescribed in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (including the cases where applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of that Act), and systems equivalent thereto based on the laws and regulations of a foreign state) as of the Expiration Date, the price of the relevant residual assets in the contract for said Tender Offer, etc. as of said Expiration Date.
(2) With regard to the application of the provisions of item (i) of the preceding paragraph in cases where the second sentence of Article 505, paragraph (3) of the Companies Act applies pursuant to the provisions of Article 506 of the Companies Act as applied mutatis mutandis pursuant to Article 178, paragraph (4) of the Act, the phrase "the last day of the period set forth in Article 505, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 178, paragraph (4) of the Act" in item (i) of the preceding paragraph shall be deemed to be replaced with "the day on which the residual assets shall be distributed."
(Matters to Be Decided for Calling a Creditors Meeting)
Article 83 The matters specified by Cabinet Office Ordinance as referred to in Article 548, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall be the following matters:
(i) the matters to be stated in the Reference Documents for a Creditors Meeting (meaning the Reference Documents for a Creditors Meeting prescribed in Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act; hereinafter the same shall apply in this Article and the following Article) pursuant to the provisions of the following Article (excluding the matters set forth in paragraph (1), item (i) of the following Article);
(ii) the time limit for exercising voting rights in writing (limited to the time which is before the date of the Creditors Meeting (meaning the meeting of creditors to which the provisions of Part II, Chapter IX, Section 2, Subsection 8 of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall apply; the same shall apply hereinafter) but on or after the day on which two weeks have passed from the day on which the notice under the provisions of Article 549, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act has been sent);
(iii) in cases where a single agreement claim creditor has exercised his/her redundant voting right for a single proposal pursuant to the provisions of Article 556, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act (in cases where the matters listed in Article 548, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act are provided for, the provisions of Article 556, paragraph (1) and Article 557, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act) and the contents of the votes exercised for said single proposal differ, if matters concerning the handling of such exercise of voting rights by such agreement claim creditor are provided, such matters;
(iv) when the handling of voting forms set forth in Article 85, paragraph (1), item (iii) is to be specified, the details thereof;
(v) when the matters listed in Article 548, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act are specified, the following matters:
(a) the time limit for exercising voting rights by Electromagnetic Means (limited to the time which is before the date of the Creditors Meeting but on or after the day on which two weeks have passed from the day on which the notice under the provisions of Article 549, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act has been sent);
(b) when it is to be arranged that Voting Forms (meaning the Voting Forms prescribed in Article 550, paragraph (2) of the Companies Act; the same shall apply in the following Article) are to be delivered under the provisions of that paragraph as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under the provisions of Article 550, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act made in lieu of the delivery thereof) to the agreement claim creditors (meaning agreement claim creditors prescribed in the main clause of paragraph (1) of Article 517 of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act; the same shall apply hereinafter) who have given the consent under Article 549, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act when requested to do so by such agreement claim creditors, such fact.
(Reference Documents for a Creditors Meeting)
Article 84 (1) The following matter shall be stated in the Reference Documents for a Creditors Meeting:
(i) the matters specified pursuant to the provisions of Article 548, paragraph (2) or paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act with regard to the Agreement Claims (meaning the agreement claims prescribed in Article 515, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act) held by the agreement claim creditors who are to receive the delivery of the relevant Reference Documents for a Creditors Meeting; and
(ii) the proposal.
(2) In addition to what is provided for in the preceding paragraph, the matters found to serve as a reference with regard to the exercise of voting rights by agreement claim creditors may be stated in the Reference Documents for a Creditors Meeting.
(3) In cases where some of the matters to be stated in the Reference Documents for a Creditors Meeting (limited to the matters set forth in paragraph (1), item (ii)) which are to be provided to agreement claim creditors in relation to a single Creditors Meeting are stated in other documents or provided by Electromagnetic Means, such matters shall not be required to be stated in the Reference Document for a Creditors Meeting.
(4) In cases where some of the matters to be included in the contents of the Notice of Calling (meaning the notice under Article 549, paragraph (1) or paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act; hereinafter the same shall apply in this paragraph and the following Article) which are to be provided to agreement claim creditors in relation to a single Creditors Meeting are stated in the Reference Documents for a Creditors Meeting, such matters shall not be required to be included in the contents of the Notice of Calling.
(Voting Forms)
Article 85 (1) The matters to be stated in the Voting Forms which are to be delivered pursuant to the provisions of Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act, or the matters to be stated in the Voting Forms which are to be provided by Electromagnetic Means pursuant to the provisions of Article 551, paragraph (1) or paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall be the following matters:
(i) a column in which the approval or disapproval (in cases of providing a column for abstention, including abstention) to each proposal is to be stated;
(ii) in cases where the matters listed in Article 83, item (iii) are specified, such matters;
(iii) in cases where the matters listed in Article 83, item (iv) are specified, when a Voting Form lacking an entry in the column under item (i) has been submitted to the Convener (meaning the Convener prescribed in Article 548, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act; the same shall apply in the this Article), the details of the handling of such Voting Form as to whether it is an indication of a manifestation of agreement, dissent, or abstention, for each proposal;
(iv) the time limit for exercising the voting rights; and
(v) the names of the agreement claim creditors who are to exercise voting rights as well as the matters specified pursuant to the provisions of Article 548, paragraph (2) or paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act with regard to such agreement claim creditors.
(2) In cases where the matters listed in Article 83, item (v), sub-item (b) are provided for, a Convener shall, when requested to do so by the agreement claim creditor who has given the consent under Article 549, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act, deliver Voting Forms under the provisions of Article 550, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act (including the provision of Voting Forms by Electromagnetic Means under the provisions of Article 550, paragraph (2) of the Companies Act made in lieu of the delivery thereof) to such agreement claim creditor.
(3) In cases where some of the matters to be included in the contents of the Notice of Calling which is to be provided to agreement claim creditors in relation to a single Creditors Meeting are stated in the Voting Form, such matters shall not be required to be included in the contents of the Notice of Calling.
(4) In cases where some of the matters (limited to the matters listed in paragraph (1), items (ii) to (iv) inclusive) to be stated in the Voting Forms which are to be provided to agreement claim creditors in relation to a single Creditors Meeting are included in the contents of the Notice of Calling, such matters shall not be required to be stated in the Voting Form.
(Time Limit for Exercising Voting Rights in Writing)
Article 86 The time specified by Cabinet Office Ordinance as referred to in Article 556, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 83, item (ii).
(Time Limit for Exercising Voting Rights by Electromagnetic Means)
Article 87 The time specified by Cabinet Office Ordinance as referred to in Article 557, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall be the time limit for exercising voting rights provided in Article 83, item (v), sub-item (a).
(Minutes of a Creditors Meeting)
Article 88 (1) The preparation of the minutes of a Creditors Meeting under the provisions of Article 561 of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act shall be as provided in this Article.
(2) The minutes of a Creditors Meeting shall be prepared in writing or in the form of Electromagnetic Records.
(3) The minutes of a Creditors Meeting shall contain the following matters:
(i) the date and time on which and the place where the Creditors Meeting was held;
(ii) the outline and results of the proceedings at the Creditors Meeting;
(iii) when there are any opinions stated at the Creditors Meeting pursuant to the provisions of Article 559 of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act, a summary of the contents of such opinions;
(iv) when reports or statements of opinions against the Creditors Meeting have been made pursuant to the provisions of Article 562 of the Companies Act as applied mutatis mutandis pursuant to Article 180, paragraph (4) of the Act, a summary of the contents of such reports or opinions;
(v) the name(s) of the liquidator(s) who attended the Creditors Meeting;
(vi) when a chairperson of the Creditors Meeting is in place, the name of said chairperson; and
(vii) the name(s) of the person(s) who performed the duties concerning the preparation of the minutes.
Section 3 Business
(Requirements, etc. for Contracts for Receiving Transfer of Specified Assets)
Article 89 The documents specified by Cabinet Office Ordinance as referred to in Article 199 of the Act shall be the following documents:
(i) Securities Registration Statements, (meaning the Securities Registration Statement prescribed in Article 2, paragraph (7) of the Financial Instruments and Exchange Act (including the Reference Documents prescribed in Article 5, paragraph (4) of that Act pertaining to the relevant Securities Registration Statements));
(ii) a prospectus as prescribed in Article 2, paragraph (10) of the Financial Instruments and Exchange Act;
(iii) an Annual Securities Report as prescribed in Article 24, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to paragraph (5) of that Article as applied mutatis mutandis pursuant to Article 27 of that Act, and documents to be attached thereto;
(iv) a Semiannual Securities Report as prescribed in Article 24-5, paragraph (1) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to paragraph (3) of that Article as applied mutatis mutandis pursuant to Article 27 of that Act;
(v) an Extraordinary Report as prescribed in Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 27 of that Act; and
(vi) documents for amendments to any of the documents listed in the preceding three items.
(Entrustment of Business)
Article 90 The assets specified by Cabinet Office Ordinance as referred to in Article 200, paragraph (3), item (iv) of the Act shall be the following assets:
(i) ships (excluding the ships prescribed in Article 686, paragraph (2) of the Commercial Code (Act No. 48 of 1899));
(ii) automobiles registered under the Road Transport Vehicle Act (Act No. 185 of 1951) (excluding large-sized special automobiles as prescribed in the proviso to Article 2 of the Automobile Mortgage Act (Act No. 187 of 1951));
(iii) aeroplanes and rotorcrafts registered under the Civil Aeronautics Act (Act No. 231 of 1952);
(iv) the Securities listed in the items of Article 2, paragraph (1) of the Financial Instruments and Exchange Act and rights which are regarded as Securities pursuant to the provisions of paragraph (2) of that Article (excluding items (iii) to (vi) inclusive) (excluding nominative claims);
(v) promissory notes (excluding those falling under the preceding item);
(vi) an equity investment of a Partnership Contract (meaning the Partnership Contract set forth in Article 667 of the Civil Code (Act No. 89 of 1896)) (limited to an equity investment prescribed in Article 95, paragraph (1));
(vii) an equity investment of a Silent Partnership (tokumei kumiai) Agreement as prescribed in Article 535 of the Commercial Code (limited to an equity investment prescribed in Article 95, paragraph (2));
(viii) an equity investment of a limited partnership company (limited to an equity investment related to a member with limited liability who does not have a right to execute a business under the articles of incorporation);
(ix) an equity investment of a limited liability company (limited to an equity investment related to a member who does not have a right to execute a business under the articles of incorporation);
(x) an equity investment of a juridical person incorporated in accordance with the laws and regulations of a foreign state, which is equivalent to the equity investments listed in the preceding two items (limited to an equity investment related to a member who does not have a right to execute a business under the articles of incorporation);
(xi) patent rights, and exclusive licenses and non-exclusive licenses therefor;
(xii) utility model rights, and exclusive licenses and non-exclusive licenses therefor;
(xiii) design rights, and exclusive licenses and non-exclusive licenses therefor;
(xiv) trademark rights, and exclusive rights to use and non-exclusive rights to use therefor;
(xv) breeder's rights, and exclusive exploitation right and non-exclusive exploitation right therefor;
(xvi) layout-design exploitation rights, and exclusive licenses and non-exclusive licenses therefor; and
(xvii) copyrights and neighboring rights.
(Requirements for Issuance of Promissory Notes)
Article 91 The requirements specified by Cabinet Office Ordinance as referred to in Article 205, item (i), sub-item (c) of the Act shall be as follows:
(i) the details of the Specified Assets to be acquired during the period of issuance of Specified Promissory Notes (in cases where the Specified Assets to be acquired are subject to sampling under certain conditions, such conditions for sampling) and the time of acquisition (in cases where the acquisition is subject to the occurrence of a certain event, such event) are specifically provided for in the Asset Securitization Plan;
(ii) the requirements specified in sub-item (a) or sub-item (b) according to the cases listed in sub-item (a) or sub-item (b) respectively:
(a) in the case set forth in Article 18, item (vii), sub-item (b), where the Specified Assets to be acquired are subject to sampling under certain conditions: with regard to the Specified Promissory Notes planned to be issued, the rating designated by the Commissioner of the Financial Services Agency has been obtained from a Designated Rating Organization (excluding the Designated Rating Organization that has investigated the value of the Specified Assets held by the Special Purpose Company which plans to issue said Specified Promissory Notes; hereinafter the same shall apply in this item);
(b) in cases other than the case set forth in sub-item (a): either of the following requirements is satisfied:
1. Credit Enhancement measures have been taken; or
2. the rating designated by the Commissioner of the Financial Services Agency has been obtained from a Designated Rating Organization with regard to the Specified Promissory Notes planned to be issued.
(Issuance of Different Classes, etc. of Preferred Equity or Specified Corporate Bonds)
Article 92 The cases specified by Cabinet Office Ordinance as referred to in Article 206 of the Act shall be the following cases:
(i) cases where it is stated or recorded in the Asset Securitization Plan that Preferred Equity, which differs in class in terms of the time of issuance, distribution of profits, cancellation, distribution of residual assets and other matters, is to be issued, and the Special Purpose Company intends to issue two or more classes of Preferred Equity in accordance with such statement or record; and
(ii) cases where it is stated or recorded in the Asset Securitization Plan that Specified Corporate Bonds, which differ in class in terms of the time of issuance, payment of interest, redemption of principal and other matters, are to be issued, and the Special Purpose Company intends to issue two or more classes of Specified Corporate Bonds in accordance with such statement or record.
(Person from Whom Funds Are to Be Borrowed as Special Purpose Borrowing)
Article 93 The person specified by Cabinet Office Ordinance as referred to in Article 210, item (ii) of the Act shall be the following persons:
(i) banks; and
(ii) Qualified Institutional Investors (meaning the Qualified Institutional Investors defined in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act; the same shall apply in the following Article), other than those falling under the preceding item.
(Restriction on Borrowing of Funds)
Article 94 The cases specified by Cabinet Office Ordinance as referred to in Article 211 of the Act shall be the cases that satisfy all of the following requirements:
(i) cases where the matters listed in the items of Article 20 are stated or recorded in the Asset Securitization Plan, and the use of borrowings falls under any of the following:
(a) to maintain or increase the value of the Specified Assets;
(b) to cope with a temporary lack of funds in cases where it is judged to be difficult or inefficient to procure funds by issuing the Asset Backed Securities or making a Special Purpose Borrowing due to any event that is difficult to predict;
(c) to carry out an investigation concerning the acquisition of the Specified Assets or any other acts necessary to prepare for the acquisition of the Specified Assets (limited to cases where, at the time of borrowing the funds to be spent on such act, payment of the obligation pertaining to such borrowing is arranged to be made with the funds to be gained by issuing the Asset Backed Securities or making a Special Purpose Borrowing during a certain period by the method specified in the Asset Securitization Plan, or by receiving a refund of such funds spent on said act);
(d) to acquire the Specified Assets (limited to cases where, at the time of borrowing the funds to be spent on the acquisition, payment of the obligation pertaining to such borrowing is arranged to be made with the funds to be gained by issuing the Asset Backed Securities or making a Special Purpose Borrowing during a certain period by the method specified in the Asset Securitization Plan, or by receiving a refund of such funds spent on said acquisition); and
(e) to make a purchase, payment or entrustment of reasonable property in relation to the Asset Backed Securities or a Special Purpose Borrowing pursuant to the provisions of Article 153, paragraph (3) or Article 154, paragraph (5) of the Act or the provisions of Article 155, paragraph (4) of the Act (including the cases where applied mutatis mutandis pursuant to Article 156, paragraph (3) and Article 157, paragraph (2) of the Act) (limited to cases where, at the time of borrowing the funds to be spent on such purpose, it is determined that the payment of the obligation pertaining to such borrowing is to be made with the funds to be gained by disposing of the Preferred Equity to be acquired, by issuing the Asset Backed Securities, making a Special Purpose Borrowing or disposing of the Specified Assets by the method specified in the Asset Securitization Plan, or by reducing the Amount of Preferred Capital);
(ii) the funds are to be borrowed from a Qualified Institutional Investor; and
(iii) the Special Purpose Company which borrows funds has made a Business Commencement Notification; provided, however, that this shall not apply to cases where the use of borrowings falls under item (i), sub-item (c) or it is to pay earnest money for the acquisition of the Specified Assets (meaning money delivered under the name of earnest money or any other name and appropriated for the price, which is to be paid after a pre-contract of a contract for the acquisition of the Specified Assets is concluded and before the Special Purpose Company exercises the right to put pre-contract into effect), a bid bond (meaning a deposit to be paid by a person who participates in a Competitive Bidding) or a contract bond (a deposit to be paid by the successful bidder in a Competitive Bidding) (excluding the payment falling under item (i), sub-item (c)).
(Exceptions to Restriction on Acquisition of Assets)
Article 95 (1) The equity investment specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (i) of the Act shall be an equity investment of a Contract on Real Property Specified Joint Enterprise defined in Article 2, paragraph (3) of the Real Property Specified Joint Enterprise Act; (Act No. 77 of 1994) (limited to a contract prescribed in item (i) of that paragraph), where the relevant Contract on Real Property Specified Joint Enterprise is a contract other than a contract intended to acquire an additional real property that is the subject of a real property transaction as defined in Article 2, paragraph (2) of that Act related to the relevant Contract on Real Property Specified Joint Enterprise (hereinafter referred to as the "Subject Real Property" in this Article) or to add a person's own property or any property related to another Contract on Real Property Specified Joint Enterprise to the Subject Real Property, thereby making a change to the Subject Real Property (such contract shall hereinafter be referred to as a "Contract Involving a Change to the Subject Real Property" in this Article), and the execution of the business pertaining to said Contract on Real Property Specified Joint Enterprise is entrusted to a person other than a Special Purpose Company.
(2) The equity investment specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (ii) of the Act shall be an equity investment of a Contract on Real Property Specified Joint Enterprise as defined in Article 2, paragraph (3) of the Real Property Specified Joint Enterprise Act (limited to a contract as prescribed in item (ii) of that paragraph), where the relevant Contract on Real Property Specified Joint Enterprise is a contract other than a Contract Involving a Change to the Subject Real Property, and a Special Purpose Company is not the business person related to said Contract on Real Property Specified Joint Enterprise.
(3) The beneficial interest in trust specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (iii) of the Act shall be the following:
(i) a beneficial interest in a loan trust;
(ii) a beneficial interest in an investment trust (meaning an investment trust as defined in Article 2, paragraph (3) of the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951)); and
(iii) a beneficial interest in a Special Purpose Trust.
(Restriction on Acquisition of Assets)
Article 96 The assets specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (iv) of the Act shall be the following:
(i) an equity investment of a limited partnership company (limited to an equity investment related to a member with limited liability who does not have a right to execute a business under the articles of incorporation);
(ii) an equity investment of a limited liability company (limited to an equity investment related to a member who does not have a right to execute a business under the articles of incorporation);
(iii) a right established in accordance with the laws and regulations of a foreign state, which is equivalent to any of the rights listed in Article 212, paragraph (1), items (i) to (iii) inclusive of the Act; and
(iv) an equity investment of a juridical person incorporated in accordance with the laws and regulations of a foreign state, which is equivalent to any of the equity investments listed in item (i) or item (ii).
(Restriction on Acquisition of Voting Rights Pertaining to Shares, etc.)
Article 97 The rate specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (2) of the Act (including the cases where applied mutatis mutandis pursuant to Article 224 of the Act) shall be the rate specified in the following items for the categories of Voting Rights (meaning the voting rights prescribed in Article 212, paragraph (2) of the Act; hereinafter the same shall apply in this Article) pertaining to the shares or equity investment of a juridical person as listed in the respective items:
(i) Voting Rights pertaining to the shares of a stock company: one-third; and
(ii) Voting Rights pertaining to the equity investment of a juridical person, other than any of those set forth in the preceding item: one-fourth.
(Method for Operation of Surplus Funds)
Article 98 The method specified by Cabinet Office Ordinance as referred to in Article 214, item (iii) of the Act shall be a money trust (limited to one covered by a contract for compensating any loss of principal).
Section 4 Supervision
(Preparation of Books and Materials Concerning Business)
Article 99 (1) A Special Purpose Company shall prepare the documents stating the following matters, as books and materials related to its business as prescribed in Article 215 of the Act for each Asset Securitization Plan:
(i) a document stating the names and addresses of the Specified Equity Members, Preferred Equity Members, Specified Corporate Bond holders, holders of Specified Promissory Notes, or creditors pertaining to the borrowing of funds (including a Special Purpose Borrowing; hereinafter the same shall apply in this Article) (limited to those known to the Special Purpose Company);
(ii) a document stating the status of the cancellation of the Preferred Equity, distribution of residual assets, and the performance of obligations undertaken in relation to Specified Corporate Bonds, Specified Promissory Notes and the borrowing of funds;
(iii) a document stating the status of the acquisition of the Specified Assets; and
(iv) a document stating the status of the trust or the entrustment of the business in relation to the administration and disposition of the Specified Assets.
(2) A Special Purpose Company shall preserve the documents stating the matters listed in items (i) and (ii) of the preceding paragraph (excluding the matters concerning Specified Equity Members) for five years after the cancellation or the performance of the obligations is completed with regard to the Preferred Equity, Specified Corporate Bonds, Specified Promissory Notes or the borrowing of funds stated in said documents, and shall preserve the documents stating the matters listed in items (iii) and (iv) of that paragraph for five years after the cancellation or the performance of obligations is completed with regard to the Preferred Equity, Specified Corporate Bonds, Specified Promissory Notes, and borrowing of funds issued or made in accordance with the Asset Securitization Plan.
(Forms, etc. of Business Reports)
Article 100 (1) The business reports prescribed in Article 216 of the Act shall be prepared using Appended Form No. 13.
(2) A Special Purpose Company which intends to submit business reports prepared pursuant to the provisions of the preceding paragraph shall submit the reports to the Competent Director-General of a Local Finance Bureau, with Financial Statements, business report, and surplus statement or deficit statement as well as the annexed detailed statements thereof attached thereto.
(Method of Public Notice)
Article 101 The public notice of a supervisory disposition under the provisions of Article 221 of the Act shall be given in an official gazette.
Chapter III Special Purpose Trust System
Section 1 General Provisions
(Exceptions, etc. to Restriction on Acquisition of Assets)
Article 102 (1) The provisions of Article 95, paragraph (1) shall apply mutatis mutandis pursuant to the equity investment specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (i) of the Act as applied mutatis mutandis pursuant to Article 224 of the Act; the provisions of Article 95, paragraph (2) shall apply mutatis mutandis pursuant to the equity investment specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (ii) of the Act as applied mutatis mutandis pursuant to Article 224 of the Act; and the provisions of Article 95, paragraph (3) shall apply mutatis mutandis pursuant to the equity investment specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (iii) of the Act as applied mutatis mutandis pursuant to Article 224 of the Act, respectively. In this case, the term "Special Purpose Company" in Article 95, paragraphs (1) and (2) shall be deemed to be replaced with "Fiduciary Trust Company, etc."
(2) The assets specified by Cabinet Office Ordinance as referred to in Article 212, paragraph (1), item (iv) of the Act as applied mutatis mutandis pursuant to Article 224 of the Act shall be the following:
(i) the assets listed in the items of Article 96;
(ii) an equity investment of a general partnership company; and
(iii) an equity investment of a juridical person incorporated in accordance with the laws and regulations of a foreign state, which is equivalent to the equity investment set forth in the preceding item.
Section 2 Notification
(Notification of Conclusion of a Special Purpose Trust Contract)
Article 103 A Trust Company, etc. which intends to make a notification under the provisions of Article 225, paragraph (1) of the Act shall submit a written notification prepared using Appended Form No. 14 (hereinafter referred to as a "Written Notification of Special Purpose Trust Contract" in Article 105) to the Competent Director-General of a Local Finance Bureau (meaning the Director-General of a Local Finance Bureau who has jurisdiction over the location of the head office or principal office of the Trust Company, etc. (in cases where the location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director-General of the Fukuoka Local Finance Branch Bureau); the same shall apply hereinafter), with a duplicate of such written notification and one copy of each of the documents listed in the items of Article 225, paragraph (2) of the Act (in the case of an Asset Trust Securitization Plan, two copies) attached thereto.
(Documents to Be Attached to a Written Notification of Special Purpose Trust Contract)
Article 104 (1) The documents specified by Cabinet Office Ordinance as referred to in Article 225, paragraph (2), item (iv) of the Act shall be the following documents:
(i) in cases of acquiring the Specified Assets through a development, a contract draft of the contract for such development; and
(ii) in cases of planning to acquire the Specified Assets on or after the date of the conclusion of a Special Purpose Trust Contract, a contract draft of the contract for such acquisition of said Specified Assets (excluding a contract draft listed in the preceding item).
(2) A Fiduciary Trust Company, etc. shall, promptly after concluding any of the contracts prescribed in Article 225, paragraph (2), items (i) and (iii) of the Act and the items of the preceding paragraph, submit a duplicate or transcript of a contract document of such contract to the Competent Director-General of a Local Finance Bureau.
(Receipt of Written Notification of Special Purpose Trust Contract)
Article 105 When the Competent Director-General of a Local Finance Bureau receives a Written Notification of Special Purpose Trust Contract, he/she shall, after affixing a receipt stamp on a duplicate of the Written Notification of Special Purpose Trust Contract and one copy of the Asset Trust Securitization Plan, and entering a receipt number therein, return said duplicate and Asset Trust Securitization Plan to the Trust Company, etc. which made the notification.
(Period of the Special Purpose Trust Contract and the Matters Concerning the Period of the Special Purpose Trust Contract)
Article 106 The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (i) of the Act shall be the following matters:
(i) the period of the Special Purpose Trust Contract;
(ii) the date of the conclusion of the Special Purpose Trust Contract;
(iii) in cases where the date of the conclusion of the Special Purpose Trust Contract can be different from the day on which the Special Purpose Trust Contract becomes effective, such day on which the Special Purpose Trust Contract becomes effective or the conditions for the contract to become effective; and
(iv) in cases where any change to the matters listed in items (i) and (iii) is prohibited, a statement to that effect.
(Matters Concerning Specified Assets)
Article 107 The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (ii) of the Act shall be the following matters:
(i) the matters listed in the column of details of the Specified Assets in the appended table for the respective categories of Specified Assets listed in the column of Specified Assets in that table;
(ii) the matters concerning the transfer of rights for the Specified Assets (including the matters concerning the satisfaction of the requirement for perfection of the transfer of and trust for the Specified Assets);
(iii) in cases of planning to acquire the Specified Assets on or after the date of the conclusion of the Special Purpose Trust Contract, such planned date of acquisition;
(iv) the value of the Specified Assets (including the outline of any rights on the Specified Assets that can be duly asserted against the Fiduciary Trust Company, etc. and other matters necessary for knowing the value of the Specified Assets, the results of an investigation made with regard to the value of the Specified Assets (including the breakdown by type of asset, and in cases where the Specified Assets are Real Property, limited to the results of the investigation based on an appraisal by a real property appraiser), and in cases where the Specified Assets are Real Property, the name of the person who made an appraisal thereof);
(v) the name and address of the Originator of the Special Purpose Trust (in cases of acquiring the Specified Assets through a development, including the person who is to conclude a contract for such development with the Fiduciary Trust Company, etc.);
(vi) in cases where details of any of the matters listed in items (ii) to (iv) inclusive have not yet been determined (limited to cases of acquiring the Specified Assets through a development), the requirements and procedures for determining such details; and
(vii) in cases where any change to the matters listed in item (ii) to the preceding item inclusive is prohibited (with regard to the matter set forth in item (v) in cases of acquiring the Specified Assets through a development, limited to the matters concerning the person who is to conclude a contract for such development with the Fiduciary Trust Company, etc.), a statement to that effect.
(Matters Concerning Beneficial Interest)
Article 108 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (iii), sub-item (a) of the Act shall be the following matters:
(i) the following matters concerning the money to be distributed to the Beneficiary Certificate holders:
(a) the matters concerning the date of calculation in relation to the money to be distributed to the Beneficiary Certificate holders; and
(b) the method of calculation of the money to be distributed to the Beneficiary Certificate holders, the time of distribution, and the place of distribution; and
(ii) in cases where different classes of beneficial interest with different features are to be specified, the following matters:
(a) the matters concerning the redemption of each class of beneficial interest (including the time of redemption and the method of redemption);
(b) the details of the preferred or subordinate treatment in relation to the distribution of money during the trust period;
(c) the details of the preferred or subordinate treatment in relation to the distribution of money at the time of the termination of the trust; and
(d) in cases of providing for a class of beneficial interest for which a predetermined amount is to be distributed as referred to in Article 230, paragraph (1), item (iv) of the Act (hereinafter referred to as "Bond-Type Beneficial Interest" in this Article and Article 116), a statement to that effect, as well as the time when a distribution is to be made and the amount of distribution for each Bond-Type Beneficial Interest as set forth in Article 52, item (i) of the Order, and the amount of principal.
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (iii), sub-item (c) of the Act shall be the following matters:
(i) the matters concerning the division or consolidation of beneficial interest;
(ii) the matters concerning the conversion of beneficial interest;
(iii) the method of Public Offering, etc. conducted by the Originator in relation to the Beneficiary Certificates held thereby at the time of concluding the Special Purpose Trust Contract;
(iv) in cases where details of any of the matters listed in the preceding three items have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matter set forth in Article 226, paragraph (1), item (iii), sub-item (b) of the Act and the matters listed in item (ii), sub-items (a) to (c) inclusive of the preceding paragraph may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) the following matters as the matters related to the prohibition of change to the matter set forth in Article 226, paragraph (1), item (iii), sub-item (b) of the Act as well as the matters listed in the items of the preceding paragraph and the preceding items:
(a) a statement to the effect that any changes to the matters listed in item (ii), sub-item (d) of the preceding paragraph are prohibited; and
(b) in cases where any change to the matters other than those listed in sub-item (a) is prohibited, a statement to that effect.
(Matters Concerning Administration and Disposition of Specified Assets)
Article 109 The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (iv) of the Act shall be the following matters:
(i) the method for the disposition of the Specified Assets (in cases of planning to lend, transfer, or exchange the Specified Assets or furnish them as collateral, a statement to that effect and the details of such plan (including the time and reasons therefor));
(ii) in cases of entrusting the business pertaining to the administration and disposition of the Specified Assets to a person other than the Fiduciary Trust Company, etc., the name of the trustee or the person expected to become a trustee (hereinafter referred to as the "Trustee, etc." in this Article), the location of a business office or office of the Trustee, etc., and other matters concerning the Trustee, etc.;
(iii) the type and details of the business to be conducted by the Fiduciary Trust Company, etc. or the Trustee, etc. with regard to the Specified Assets, as well as the matters related to the respective interests of Beneficiary Certificate holders (in cases where the Specified Assets are Nominative Monetary Claims, including the method for the collection thereof);
(iv) in cases where details of any of the matters listed in the preceding three items have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matters listed in items (i) to (iii) inclusive may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Matters Concerning Borrowing of Funds or Bearing of Costs by a Fiduciary Trust Company, etc.)
Article 110 The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (v) of the Act shall be the following matters:
(i) in cases where a Fiduciary Trust Company, etc. plans to borrow funds for processing the trust affairs relating to the Special Purpose Trust, the following matters:
(a) the limit amount (meaning the upper limit of the planned amount to be borrowed);
(b) the use of the borrowings;
(c) the following matters concerning each borrowing:
1. the amount to be borrowed;
2. the person from whom funds are to be borrowed;
3. the terms for the borrowing (including those concerning the due date for repayment and the repayment method); and
4. the matters concerning the establishment of security;
(ii) in cases where a Fiduciary Trust Company, etc. plans to bear the costs (excluding the costs borne by the Fiduciary Trust Company, etc. as costs to be borne in relation to the trust property pursuant to the provisions of Article 247, Article 248 (including the cases where applied mutatis mutandis pursuant to Article 253 of the Act), Article 258 (including the cases where applied mutatis mutandis pursuant to Article 260, paragraph (5) of the Act where the matters listed in the following item have been stated in advance) and Article 271, paragraph (2) of the Act) (including the assumption of obligations) for processing the trust affairs relating to the Special Purpose Trust, the following matters:
(a) the total amount of costs (including obligations; hereinafter the same shall apply in this Article) to be borne by the Fiduciary Trust Company, etc. (meaning the upper limit of the planned amount of costs to be borne; hereinafter the same shall apply in this Article);
(b) the types of the costs to be borne by the Fiduciary Trust Company, etc. and the total amount of each type of costs; and
(c) the method for the reimbursement of the costs to be borne by the Fiduciary Trust Company, etc.;
(iii) in cases where a Fiduciary Trust Company, etc. plans to bear any remuneration to be paid to the Specified Trust Administrator, the costs required for the Specified Trust Administrator to process affairs, interest that accrues on and after the date of the payment of such costs, and compensation for damages incurred by the Specified Trust Administrator for processing affairs in the absence of negligence, as costs to be borne in relation to the trust property pursuant to the provisions of Article 258 of the Act as applied mutatis mutandis pursuant to Article 260, paragraph (5) of the Act, the following matters:
(a) the total amount of costs to be borne by the Fiduciary Trust Company, etc.;
(b) the types of the costs to be borne by the Fiduciary Trust Company, etc. and the total amount of each type of costs; and
(c) the method for the reimbursement of the costs to be borne by the Fiduciary Trust Company, etc.;
(iv) in cases where details of any of the matters listed in item (i), sub-items (b) and (c), item (ii), sub-items (b) and (c), and item (iii), sub-items (b) and (c) have not yet been determined, the requirements and procedures for determining such details;
(v) in cases where any of the matters listed in item (i), sub-items (a) and (b), item (ii), sub-items (a) and (b), and item (iii), sub-items (a) and (b) may be subject to a change, a statement to that effect and the conditions for making such a change; and
(vi) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Other Matters to Be Stated in the Asset Trust Securitization Plan)
Article 111 The matters specified by Cabinet Office Ordinance as referred to in Article 226, paragraph (1), item (vi) of the Act shall be the following matters:
(i) the outline of the Asset Trust Securitization Plan;
(ii) in cases where the Fiduciary Trust Company, etc. acquires money from the Originator as the trust property of the Special Purpose Trust, the amount of such money and the matters concerning the use thereof;
(iii) the matters concerning the administration and disposition of the trust property other than the Specified Assets (excluding the money acquired by the Fiduciary Trust Company, etc. from the Originator as the trust property of the Special Purpose Trust and the money to be obtained through the administration or disposition of the Specified Assets);
(iv) the date of the preparation of the materials listed in the items of Article 264, paragraph (1) of the Act and the annexed detailed statements thereof;
(v) in cases of planning to incorporate any profits into the Specified Assets pursuant to the provisions of Article 266 of the Act (hereinafter referred to as "incorporation of profits into the Specified Assets"), a statement to that effect and the matters concerning the incorporation of profits into the Specified Assets;
(vi) a statement to the effect that in cases of making a Private Placement to a Small Number of Investors with regard to Beneficiary Certificates, a contract document of the Special Purpose Trust Contract and a transcript or extract of the Asset Trust Securitization Plan shall be delivered to each of the other parties to said Private Placement to a Small Number of Investors;
(vii) a statement to the effect that the procedure for changing the details of any of the matters listed in Article 108, paragraph (1), item (i) and item (ii), sub-items (a) to (c) inclusive of that paragraph as well as the matters listed in paragraph (2), items (i) to (iii) inclusive of that Article, and the procedure for determining the details of such matters when such details have not yet been determined (both procedures shall include the notification under the provisions of Article 227, paragraph (1) of the Act), are to be taken prior to the first transfer conducted by the Originator in relation to the Beneficiary Certificates held thereby at the time of concluding the Special Purpose Trust Contract;
(viii) the impact of fluctuations in foreign exchange rates, the outline of the legal systems pertaining to Asset Securitization, the policy of using derivative transactions pertaining to Asset Securitization, and any other matters that need to be stated or recorded from the perspective of the protection of the Beneficiary Certificate holders;
(ix) in cases where details of any of the matters listed in items (ii) and (iii) have not yet been determined, the requirements and procedures for determining such details; and
(x) in cases where any change to the matters listed in the preceding items is prohibited, a statement to that effect.
(Notification Related to the Asset Trust Securitization Plan)
Article 112 (1) When a Fiduciary Trust Company, etc. intends to make a notification under the provisions of Article 227, paragraph (1) of the Act, it shall submit a written notification prepared using Appended Form No. 15 (referred to as a "Written Notification of Change" in the following paragraph) to the Competent Director-General of a Local Finance Bureau, with a duplicate of such written notification and one copy of each of the documents listed in the items of Article 9, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 227, paragraph (2) of the Act (in the case of the changed Asset Trust Securitization Plan, two copies) attached thereto.
(2) When the Competent Director-General of a Local Finance Bureau receives a Written Notification of Change, he/she shall, after affixing a receipt stamp on a duplicate of the Written Notification of Change and one copy of the changed Asset Trust Securitization Plan, and entering a receipt number therein, return said duplicate and the changed Asset Trust Securitization Plan to the Fiduciary Trust Company, etc. which made the notification.
(Document Proving That the Change to the Asset Trust Securitization Plan Has Been Made Based on the Provisions of the Act)
Article 113 The documents specified by Cabinet Office Ordinance as referred to in Article 9, paragraph (3), item (ii) of the Act as applied mutatis mutandis pursuant to Article 227, paragraph (2) of the Act shall be the documents specified in the following items for the categories of cases listed in the respective items:
(i) in cases where the Fiduciary Trust Company, etc. has proposed the change at a Beneficiary Certificate holders meeting and obtained the consent thereof: the following documents:
(a) a transcript of the minutes of the Beneficiary Certificate holders meeting; and
(b) in cases where beneficial interest is divided into the beneficial interest of a class(es) that has no Interest in Principal under the Special Purpose Trust Contract, a transcript of the minutes of the Class Beneficiary Certificate Holders Meeting in which a resolution for consent has been made under the provisions of Article 272, paragraph (1) of the Act;
(ii) in cases where the administration method for the trust property has been determined by a court's decision: a transcript or extract of the written decision of such court decision;
(iii) in cases where the details of the change is minor as prescribed in Article 269, paragraph (1), item (iii) of the Act: the following documents, and a document proving that a notice or public notice has been given under the provisions of Article 270 of the Act:
(a) in cases where the details of the change fall under Article 122, paragraph (1), item (i), a document proving the occurrence of the event prescribed in that item;
(b) in cases where the details of the change fall under Article 122, paragraph (1), item (ii), a transcript of the minutes of the Beneficiary Certificate holders meeting in which a resolution causing said change has been made (including the Class Beneficiary Certificate Holders Meeting prescribed in Article 251, paragraph (1) of the Act), or a transcript or extract of the written decision of the court decision; and
(c) in cases where the details of the change fall under Article 122, paragraph (1), item (iii), a document proving that the performance of obligations undertaken in relation to the Special Purpose Trust and the distribution of money obtained through the disposition of the trust property have been completed in accordance with the Asset Trust Securitization Plan;
(iv) in cases where it is evident that the change shall not jeopardize the protection of investors as prescribed in Article 269, paragraph (1), item (iv) of the Act: the following documents, and a document proving that a notice or public notice has been given under the provisions of Article 270 of the Act:
(a) in the case set forth in Article 122, paragraph (2), item (i), a document proving that consent has been obtained as prescribed in that item;
(b) in the case set forth in Article 122, paragraph (2), item (ii), a document proving that consent has been obtained as prescribed in that item; and
(c) in the case set forth in Article 123, paragraph (2), item (iii), a document proving that the requirements stated or recorded in the Asset Trust Securitization Plan have been satisfied and that the procedure stated or recorded in the Asset Trust Securitization Plan has been taken.
(Notification of Termination of a Special Purpose Trust)
Article 114 The Trust Company, etc., which served as a Fiduciary Trust Company, etc., and which intends to make a notification under the provisions of Article 228 of the Act, shall submit a written notification prepared using Appended Form No. 16 to the Competent Director-General of a Local Finance Bureau, with one copy of the balance sheet pertaining to the trust property which has been approved at the Beneficiary Certificate holders meeting pursuant to the provisions of Article 275, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 279, paragraph (3) of the Act attached thereto.
Section 3 Special Purpose Trust
(Special Purpose Trust Contract)
Article 115 The matters specified by Cabinet Office Ordinance as referred to in Article 229, item (vi) of the Act shall be the following matters:
(i) the matters for resolution at the Beneficiary Certificate holders meeting, the method of resolution, voting rights, and other matters concerning the Beneficiary Certificate holders meeting;
(ii) the remuneration for the Representative Beneficiary Certificate Holder(s) and other matters concerning the Representative Beneficiary Certificate Holder(s);
(iii) the appointment of the Specified Trust Administrator and other matters concerning the Specified Trust Administrator;
(iv) the matters concerning the grounds for termination of the Special Purpose Trust Contract; and
(v) other important matters.
(Form of the Special Purpose Trust Contract)
Article 116 The following matters shall be stated or recorded in a contract document of a Special Purpose Trust Contract; provided, however, that this shall not apply to cases where the matters listed in items (iv) to (xxi) inclusive are stated or recorded in an Asset Trust Securitization Plan:
(i) the date of the conclusion of the Special Purpose Trust Contract;
(ii) the names of the Fiduciary Trust Company, etc. and the Originator;
(iii) a statement to the effect that the trust concerned is a Special Purpose Trust;
(iv) a statement to the effect that the Originator must notify the Fiduciary Trust Company, etc. of any important matters to be stated in the documents listed in the items of Article 89 with regard to the Beneficiary Certificates pertaining to the Specified Assets which he/she has placed in trust, and other matters concerning the obligations of the Originator;
(v) the matters concerning the reimbursement of costs and compensation for damages to the Fiduciary Trust Company, etc.;
(vi) the matters concerning the method for the calculation of the trust fee and the method and time for the payment thereof;
(vii) the method of public notice;
(viii) a statement to the effect that no orders may be given to the Fiduciary Trust Company, etc. with regard to the administration and disposition of the Specified Assets;
(ix) in cases where the Specified Assets concerned fall under the category of Specified Assets specified by Cabinet Order as referred to in Article 230, paragraph (1), item (ii) of the Act, the conditions specified by Cabinet Order as referred to in that item;
(x) in cases of specifying Bond-Type Beneficial Interest, a statement to the effect that beneficial interest other than Bond-Type Beneficial Interest shall be specified, and the conditions listed in the items of Article 52 of the Order;
(xi) in cases of restricting the transfer of beneficial interest represented by a Beneficiary Certificate in registered form, a statement to that effect;
(xii) in cases of providing otherwise with regard to the conversion of a Beneficiary Certificate in registered form into bearer form, such provisions;
(xiii) provisions concerning Interest in Principal or Interest in Profit relating to beneficial interest or the calculation of such Interest in Principal or Interest in Profit;
(xiv) in cases of appointing an Administrator of a Beneficiary Certificate holder Registry (meaning the Administrator of a Beneficiary Certificate holder registry prescribed in Article 234, paragraph (5), item (xi) of the Act) or a registration organization, a statement to that effect and the name and address thereof;
(xv) in cases of designating the Record Date of the Beneficiary Certificate holder registry, the date thus designated;
(xvi) the matters for resolution at the Beneficiary Certificate holders meeting, and other matters concerning the Beneficiary Certificate holders meeting;
(xvii) the remuneration for the Representative Beneficiary Certificate Holder(s) and other matters concerning the Representative Beneficiary Certificate Holder(s);
(xviii) the appointment of the Specified Trust Administrator and other matters concerning the Specified Trust Administrator;
(xix) in cases of specifying the grounds for termination of the Special Purpose Trust Contract, such grounds;
(xx) in cases where the Fiduciary Trust Company, etc. conducts the act set forth in Article 2, paragraph (8), item (vi) of the Financial Instruments and Exchange Act using its own property, a statement to that effect and the matters concerning said act; and
(xxi) other important matters.
(Exceptions to Prohibition of Borrowing of Funds and Bearing of Costs)
Article 117 The cases specified by Cabinet Office Ordinance as referred to in Article 231 of the Act shall be the cases where all of the following requirements are satisfied:
(i) the matter set forth in Article 110, item (i), sub-item (b) is stated or recorded in the Asset Trust Securitization Plan;
(ii) the purpose of borrowing funds or bearing costs is to cope with a temporary lack of funds in cases where it is judged that any event that is difficult to predict would have a serious adverse effect on the interest of Beneficiary Certificate holders unless funds are procured urgently (excluding cases where the purpose is distribution as set forth in Article 52, item (i) of the Order or redemption as set forth in item (iv) of that Article); and
(iii) the Fiduciary Trust Company, etc. has obtained the consent of the Representative Beneficiary Certificate Holder(s) or the Specified Trust Administrator in advance for the borrowing of funds or bearing of costs (in cases where there is no Representative Beneficiary Certificate Holder(s) or Specified Trust Administrator, the Fiduciary Trust Company, etc. has given notice to each Beneficiary Certificate holder to that effect or given public notice thereof).
(Methods of Operation of Money)
Article 118 The methods specified by Cabinet Office Ordinance as referred to in Article 232, item (ii) of the Act shall be the following methods:
(i) a deposit to the bank or other financial institution designated by the Commissioner of the Financial Services Agency;
(ii) a money trust (limited to one covered by a contract for compensating any loss of principal); and
(iii) a call loan.
(Matters to Be Stated in a Beneficiary Certificate)
Article 119 The matters specified by Cabinet Office Ordinance as referred to in Article 234, paragraph (5), item (xi) of the Act shall be the following matters:
(i) the amount of principal of the beneficial interest pertaining to the relevant Beneficiary Certificate; and
(ii) the matters listed in the column of details of the Specified Assets in the appended table for the respective categories of Specified Assets listed in the column of Specified Assets in that table;
(Matters to Be Stated in the Beneficiary Certificate Holder Registry)
Article 120 The matters specified by Cabinet Office Ordinance as referred to in Article 236, paragraph (1), item (v) of the Act shall be the following matters:
(i) in cases where an Administrator of a Beneficiary Certificate Holder Registry is specified, the name and address thereof;
(ii) in cases where there is a restriction on the transfer of beneficial interest represented by a Beneficiary Certificate in registered form, a statement to that effect and details thereof; and
(iii) in addition to what is listed in the preceding two items, the clauses of the Special Purpose Trust Contract pertaining to the relevant Beneficiary Certificate.
(Special Provisions for Cases Where a Fiduciary Trust Company, etc. Has Acquired Beneficiary Certificates in Registered Form)
Article 120-2 In cases where a Fiduciary Trust Company, etc. has acquired the whole or part of a Beneficiary Certificate in registered form, if said Beneficiary Certificate has not been extinguished, the Fiduciary Trust Company, etc. shall state or record whether said Beneficiary Certificate is included in its own property or another trust property, or in the trust property of the Special Purpose Trust pertaining to said Beneficiary Certificate, as a matter to be stated or recorded in the Beneficiary Certificate holder registry.
(Request for Stating, etc. of Matters to Be Stated in the Beneficiary Certificate Holder Registry)
Article 120-3 The cases specified by Cabinet Office Ordinance as referred to in Article 198, paragraph (2) of the Trust Act (Act No. 108 of 2006) as applied mutatis mutandis pursuant to Article 236, paragraph (2) of the Act shall be the cases where an Acquirer of a Beneficiary Certificate (meaning the person who has acquired a Beneficiary Certificate from a person other than the Fiduciary Trust Company, etc. (excluding said Fiduciary Trust Company, etc.)) has made the request by presenting his/her Beneficiary Certificate.
(Date of Preparation of Financial Statements, etc.)
Article 121 A Fiduciary Trust Company, etc. shall prepare a balance sheet pertaining to the trust property as of the date of the conclusion of a Special Purpose Trust Contract (in cases where the matter set forth in Article 106, item (iii) is stated or recorded in an Asset Trust Securitization Plan, the day on which the Special Purpose Trust Contract becomes effective; hereinafter referred to as the "Date of Conclusion" in this Article) within two weeks from the Date of Conclusion.
(Submission of Financial Statements, etc.)
Article 122 A Fiduciary Trust Company, etc. shall submit the materials listed in the items of Article 264, paragraph (1) of the Act and the annexed detailed statements thereof to the Competent Director-General of a Local Finance Bureau within three months from the date of preparation set forth in Article 111, item (iv).
(Change to the Special Purpose Trust Contract)
Article 123 (1) The details of a change specified by Cabinet Office Ordinance as a minor change as referred to in Article 269, paragraph (1), item (iii) of the Act shall be the following details:
(i) a formality change arising from the occurrence of any event that was not intentionally caused by the Fiduciary Trust Company, etc. or Beneficiary Certificate holder;
(ii) a formality change arising from a change by a resolution of a Beneficiary Certificate holders meeting or a court decision; and
(iii) the shortening of the period of the Special Purpose Trust Contract in cases where the performance of obligations undertaken in relation to the Special Purpose Trust and the distribution of money obtained through the disposition of the trust property have been completed in accordance with the Asset Trust Securitization Plan.
(2) The cases specified by Cabinet Office Ordinance as referred to in Article 269, paragraph (1), item (iv) of the Act shall be the following cases:
(i) cases where the consent of all of the Beneficiary Certificate holders for the change has been obtained in advance;
(ii) in cases where consent has been obtained from the Fiduciary Trust Company, etc. or the Originator with regard to the change made as of the time when the Originator had not yet commenced the Public Offering, etc. of Beneficiary Certificates; and
(iii) cases where the requirements and procedures for determining the details of the matters to be stated or recorded an Asset Trust Securitization Plan when such details have not yet been determined, are stated or recorded in said Asset Trust Securitization Plan, and the details of the matters to be stated or recorded in the Asset Trust Securitization Plan have been determined in accordance with such statement or record of the requirements and procedures.
(Matters Subject to Prohibition of Change in the Asset Trust Securitization Plan)
Article 124 (1) The matters specified by Cabinet Office Ordinance as referred to in Article 269, paragraph (2), item (i) of the Act shall be the matters listed in Article 107, items (i) and (v) (with regard to the matter set forth in item (v), in cases where the Specified Assets are to be acquired through a development, excluding the matters concerning the person who has concluded a contract for such development with the Fiduciary Trust Company, etc.).
(2) The matters specified by Cabinet Office Ordinance as referred to in Article 269, paragraph (2), item (ii) of the Act shall be the matters set forth in Article 226, paragraph (1) item (iii), sub-item (b) of the Act, and the matters listed in Article 108, paragraph (1), item (ii), sub-items (a) to (c) inclusive, Article 109, items (i) to (iii) inclusive, Article 110, item (i), sub-items (a) and (b), item (ii), sub-items (a) and (b) of that Article, and item (iii), sub-items (a) and (b) of that Article.
(Application of the Act to Cooperative Structured Financial Institutions Engaged in a Trust Business)
Article 125 (1) With regard to the application of the provisions of Article 275, paragraph (3) of the Act to cases where the Former Fiduciary Trust Company, etc. prescribed in Article 275, paragraph (1) of the Act falls under the category of financial institutions engaged in a trust business (limited to the financial institutions listed in Article 2, items (iii) to (xv) inclusive of the Order for Enforcement of the Act on Engagement in a Trust Business by a Financial Institution (Cabinet Order No. 31 of 1993); referred to as "Financial Institutions Engaged in a Trust Business" in the following paragraph), the term "head office" in Article 275, paragraph (3) of the Act shall be deemed to be replaced with the "principal office."
(2) With regard to the application of the provisions of Article 275, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 279, paragraph (3) of the Act, and the provisions of Article 283, paragraph (1) of the Act, to cases where a Fiduciary Trust Company, etc. falls under the category of Financial Institutions Engaged in a Trust Business, the term "head office" in those provisions shall be deemed to be replaced with "principal office", and the term "branch office" in Article 283, paragraph (1) of the Act shall be deemed to be replaced with "office other than the principal office."
(Documents to Be Delivered to the Other Party to the Public Offering, etc. of Beneficiary Certificates)
Article 126 The documents specified by Cabinet Office Ordinance as referred to in Article 286, paragraph (4) of the Act shall be the following documents:
(i) a transcript or extract of the Asset Trust Securitization Plan; and
(ii) a document stating the results of the investigation made with regard to the value of the Specified Assets (in cases where the Specified Assets are Real Property, limited to the results of the investigation based on an appraisal by a real property appraiser).
Chapter IV Miscellaneous Provisions
(Electromagnetic Records)
Article 127 The Electromagnetic Records specified by Cabinet Office Ordinance as referred to in Article 4, paragraph (4) of the Act shall be those recording information in a file that has been prepared using media which can securely record certain information on magnetic disks or by any other means equivalent thereto.
(Electromagnetic Means)
Article 128 (1) The method that uses an electronic data processing system or a method utilizing any other information and communications technology specified by Cabinet Office Ordinance as referred to in Article 40, paragraph (3) of the Act and in Article 108, item (iii) of the Trust Act as applied mutatis mutandis pursuant to Article 242, paragraph (5) of the Act shall be the following method:
(i) the method that uses an electronic data processing system, listed in sub-item (a) or sub-item (b):
(a) the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computer used by the recipient; or
(b) the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line, and recording said information in the file stored on the computer used by said person who receives the provision of the information; and
(ii) the method of delivering a file containing the information that has been prepared using media which can securely record certain information on magnetic disks or by any other means equivalent thereto.
(2) The methods specified by Cabinet Office Ordinance as referred to in Article 132, paragraph (2) of the Act (including the cases where applied mutatis mutandis pursuant to Article 140, paragraph (2), Article 151, paragraph (5), and Article 157, paragraph (2) of the Act) shall be the following methods:
(i) the method of sending information from the computer used by the sender to the computer used by the recipient via a telecommunications line, and recoding said information in the file stored on the computer used by the recipient; or
(ii) the method of delivering a file containing the information prescribed in the preceding Article.
(3) The methods listed in the items of the preceding two paragraphs shall be those that enable the recipient to prepare documents by outputting the records in the file.
(Electronic Signature)
Article 129 (1) The measures specified by Cabinet Office Ordinance as those to be taken in lieu of signing or affixing names and seals as referred to in the following provisions shall be electronic signatures:
(i) Article 16, paragraph (5) of the Act;
(ii) Article 122, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 28, paragraph (3) of the Act;
(iii) Article 149, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 32, paragraph (6) of the Act (including the cases where Article 32, paragraph (6) of the Act is applied mutatis mutandis pursuant to Article 33, paragraph (3) of the Act);
(iv) Article 682, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act; and
(v) Article 695, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act.
(2) The term "Electronic Signature" as used in the preceding paragraph means a measure implemented for information which can be recorded in Electromagnetic Records, which satisfy all of the following requirements:
(i) the measure is one which indicates that the information has been prepared by the person who implemented the measure; and
(ii) the measure is one which provides confirmation as to whether the information has been altered or not.
(Method of Indicating the Matters Recorded in Electromagnetic Records)
Article 130 The method specified by Cabinet Office Ordinance as referred to in the following provisions shall be the method of indicating the matters recorded in the Electromagnetic Records under the following provisions on paper or on a computer screen:
(i) Article 31, paragraph (2), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 5, paragraph (4) of the Act;
(ii) Article 31, paragraph (2), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 16, paragraph (6) of the Act;
(iii) Article 125, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 28, paragraph (3) of the Act;
(iv) Article 125, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 43, paragraph (3) of the Act;
(v) Article 63, paragraph (3), item (ii) of the Act;
(vi) Article 310, paragraph (7), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 65, paragraph (1) of the Act;
(vii) Article 312, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 65, paragraph (2) of the Act;
(viii) Article 318, paragraph (4), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 65, paragraph (3) of the Act;
(ix) Article 374, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of the Act;
(x) Article 378, paragraph (2), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of the Act;
(xi) Article 91, paragraph (2), item (ii) of the Act;
(xii) Article 100, paragraph (1), item (ii) of the Act;
(xiii) Article 442, paragraph (3), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 105, paragraph (4) of the Act;
(xiv) Article 684, paragraph (2), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act;
(xv) Article 731, paragraph (3), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 129, paragraph (2) of the Act;
(xvi) Article 496, paragraph (2), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 177, paragraph (3) of the Act;
(xvii) Article 731, paragraph (3), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 249, paragraph (1) of the Act;
(xviii) Article 63, paragraph (3), item (ii) of the Act as applied mutatis mutandis pursuant to Article 250, paragraph (3) of the Act;
(xix) Article 442, paragraph (3), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 264, paragraph (5) of the Act;
(xx) Article 267, paragraph (1), item (ii) of the Act;
(xxi) Article 442, paragraph (3), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 275, paragraph (5) of the Act; and
(xxii) Article 442, paragraph (3), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 279, paragraph (3) of the Act.
(Special Provisions on Keeping Electromagnetic Records)
Article 131 The method specified by Cabinet Office Ordinance as referred to in the following provisions shall be the method which uses an electronic data processing system that links the computer used by a Special Purpose Company via a telecommunications line, and by which the details of the information recorded in the file stored on said computer is recorded in the file stored on the computer used at the branch office of the Special Purpose Company via a telecommunications line:
(i) Article 31, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 5, paragraph (4) of the Act;
(ii) Article 31, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 16, paragraph (6) of the Act;
(iii) Article 318, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 65, paragraph (3) of the Act;
(iv) Article 105, paragraph (2) of the Act; and
(v) Article 264, paragraph (4) of the Act.
(Electromagnetic Records Provided by Inspectors)
Article 132 (1) The Electromagnetic Records specified by Cabinet Office Ordinance as referred to in the following provisions shall be magnetic disks (limited to Electromagnetic Records), and the Electromagnetic Records specified by the person who receives the provision of Electromagnetic Records pursuant to the following provisions:
(i) Article 33, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 18, paragraph (2) of the Act;
(ii) Article 207, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act;
(iii) Article 306, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 58, paragraph (2) of the Act; and
(iv) Article 358, paragraph (5) of the Companies Act as applied mutatis mutandis pursuant to Article 81, paragraph (2) of the Act.
(2) The "Magnetic Disks" prescribed in the preceding paragraph shall be those that fall under any of the following:
(i) a 90mm flexible magnetic disk cartridge which conforms to JIS X6223; or
(ii) a 120mm optical disk which conforms to JIS X0606.
(Provision of the Matters Recorded in the Electromagnetic Records by Inspectors)
Article 133 The method specified by Cabinet Office Ordinance as referred to in the following provisions (hereinafter referred to as the "Provisions for the Inspectors' Provision" in this Article) shall be the Electromagnetic Means specified by the person who receives the matters recorded in the Electromagnetic Records provided pursuant to said Provisions for the Inspectors' Provision:
(i) Article 33, paragraph (6) of the Companies Act as applied mutatis mutandis pursuant to Article 18, paragraph (2) of the Act;
(ii) Article 207, paragraph (6) of the Companies Act as applied mutatis mutandis pursuant to Article 36, paragraph (5) of the Act;
(iii) Article 306, paragraph (7) of the Companies Act as applied mutatis mutandis pursuant to Article 58, paragraph (2) of the Act; and
(iv) Article 358, paragraph (7) of the Companies Act as applied mutatis mutandis pursuant to Article 81, paragraph (2) of the Act.
(Electromagnetic Means Pertaining to the Order for Enforcement of the Asset Securitization Act)
Article 134 The type and details of the Electromagnetic Means to be indicated pursuant to the provisions of Article 11, paragraph (1), Article 18, paragraph (1) and Article 41, paragraph (1) of the Order shall be the following:
(i) among the following methods, those used by the sender:
(a) the method of using an electronic data processing system, which is listed in the following:
1. the method of transmitting information via a telecommunications line that links the computer used by the sender and the computer used by the recipient and recording such information in the file stored on the computer used by the recipient; or
2. the method of offering the details of the information which are recorded in a file stored on the computer used by the sender to the person who receives the provision of the information for inspection via a telecommunications line and recording said information in the files stored on the computer used by said person who receives the provision of the information;
(b) the method of delivering a file containing the information that has been prepared using media which can securely record certain information by magnetic disks or any other means equivalent thereto; and
(ii) the method of recording the information in the file.
(Matters Necessary for Making the Matters in the Balance Sheet, etc. Available by Electromagnetic Means)
Article 135 The matters specified by Cabinet Office Ordinance as referred to in Article 22, paragraph (2), item (xiii) of the Act shall be the characters, letters, marks or any other codes, or a combination thereof which are assigned for the identification, on the Internet, of the part of the automatic public transmission server (meaning the device which, when connected with a telecommunications line provided for the use of the public, has the function of performing the automatic public transmission of information recorded in the recording medium of such device used for automatic public transmission or information inputted into such device) used to take the measures under the provisions of Article 104, paragraph (7) of the Act, and which allow the person who receives the provision of information to inspect the details of said information by the inputting thereof into the computer used by such person or to record said information in the files stored on said computer.
(Routed Government Agency)
Article 136 In cases where a Special Purpose Company, Fiduciary Trust Company, etc., Specified Transferrer or Originator (hereinafter referred to as a "Special Purpose Company, etc." in this Article) intends to submit a written notification or any other documents or Electromagnetic Records as prescribed in the Act, the Order and this Ordinance (including the provisions of other laws and regulations as applied mutatis mutandis pursuant to the Act, the Order and this Ordinance; the same shall apply in the following Article) (hereinafter referred to as a "Written Notification, etc." in this Article) to the Director-General of a Local Finance Bureau, or Director-General of the Fukuoka Local Finance Branch Bureau, if the location of the head office, principal office or address of said Special Purpose Company is under the jurisdiction of any Local Finance Office or the Otaru Sub-Office or the Kitami Sub-Office, said Special Purpose Company, etc. shall submit said Written Notification, etc. via the Director of said Local Finance Office or Sub-Office.
(Standard Processing Period)
Article 137 (1) In cases where an application for the approval or confirmation under the provisions of the Act, the Order and this Ordinance has been filed, the Director-General of a Local Finance Bureau, or Director-General of the Fukuoka Local Finance Branch Bureau shall endeavor to render a disposition for said application within two months from the day on which said application arrived at his/her office.
(2) The following period shall not be included in the period prescribed in the preceding paragraph:
(i) the period necessary for the correction to the relevant application;
(ii) the period necessary for the person who has filed the relevant application to change the contents of such application; and
(iii) the period necessary for the person who has filed the relevant application to add the materials that are found to be necessary for the examination of such application.
Appended Table
|No.|Category of Specified Assets|Details of Specified Assets|
|1|Real property|(1) The type of the real property|
|||(2) As for land, the location, parcel number, and parcel area|
|||(3) As for a building, the location, building number, type, and structure (in cases of acquiring a building through a development, the location as well as the type and structure planned)|
|||(4) Other matters sufficient for identifying the real property|
|2|Right other than the ownership of real property|(1) The type and duration of the right, and other matters concerning the details of the contract for establishment of the right|
|||(2) The type of the subject matter of the right, and the name or trade name of the holder thereof|
|||(3) In cases where the subject matter of the right is land, the location, parcel number, and parcel area of the land|
|||(4) In cases where the subject matter of the right is a building, the location, building number, type, and structure of the building|
|||(5) Other matters sufficient for identifying the right|
|3|Movables (excluding those listed in the following row to row 6 and securities)|The type, name, model, manufacturer's serial number, and ordinary location of the movables, and other matters sufficient for identifying the movables|
|4|Ships|(1) The type, name, port of registry, materials, gross tonnage, and date of launch of the ship; the type and number of its engine and other matters concerning the engine; the type and number of its propulsion machine and other matters concerning the propulsion machine; and its rig|
|||(2) As for a Japanese ship, the date of the acquisition of Japanese nationality (in cases of a ship built in Japan, such fact)|
|||(3) As for a foreign ship, the nationality thereof|
|||(4) Other matters sufficient for identifying the ship|
|5|Aircraft (meaning the aircraft defined in Article 2, paragraph (1) of the Civil Aeronautics Act)|(1) The type, model, manufacturer, serial number, and homebase of the aircraft|
|||(2) In cases where the aircraft has been registered under the provisions of the Civil Aeronautics Act, the registration mark and the date of new registration|
|||(3) As for an aircraft having the nationality of any foreign state, the nationality|
|||(4) Other matters sufficient for identifying the aircraft|
|6|Automobiles (meaning the automobiles defined in Article 2, paragraph (2) of the Road Transport Vehicle Act)|(1) The type, name, model, and frame number of the automobile, the model of its motor, and the principal place of its use at present|
|||(2) In cases where the automobile has been registered or inspected under the provisions of the Road Transport Vehicle Act, the present automobile registration number or frame number, and the date of the first registration or the year of the first inspection|
|||(3) Other matters sufficient for identifying the automobile|
|7|Nominative Monetary Claims (excluding a beneficial interest of a trust)|(1) The total amount, type (loan claim, receivable, or other), and composition of the Nominative Monetary Claim, the status of establishment of any security therefor, and other matters concerning the characteristics of the Nominative Monetary Claim|
|||(2) Other matters sufficient for identifying the Nominative Monetary Claim|
|8|Securities (excluding those representing beneficial interest of a trust)|(1) The total amount, type (national government bond certificate, corporate bond certificate, share certificate, or other), and composition of the securities, the status of establishment of any security therefor, and other matters concerning the characteristics of the securities|
|||(2) Other matters sufficient for identifying the securities|
|9|Patent rights, etc. (meaning patent rights or exclusive licenses or non-exclusive licenses therefor)|(1) The distinction among a patent right, or an exclusive license or non-exclusive license therefor|
|||(2) The application number and date of application pertaining to the patent right, the name of the inventor(s), the title and summary of the invention, the fact that an examiner's decision or a trial decision has been made and the date of the decision, the registration number and date of registration, and matters concerning patent fees|
|||(3) As for a license established by an act of establishment, the name of the patentee (in cases of a non-exclusive license for an exclusive license, the patentee and the exclusive licensee), the scope of the license established (in cases of a non-exclusive license for an exclusive license, the respective scopes of the exclusive license and the non-exclusive license), and other matters concerning the details of the act of establishment of the license|
|||(4) Other matters sufficient for identifying the patent right, etc.|
|10|Utility model rights (meaning utility model rights or exclusive licenses or non-exclusive licenses therefor)|(1) The distinction among a utility model right, or an exclusive license or non-exclusive license therefor|
|||(2) The application number and date of application pertaining to the utility model right, the name of the creator(s), the title and summary of the device, the registration number and date of registration, and matters concerning registration fees|
|||(3) As for a license established by an act of establishment, the name of the holder of the utility model right (in cases of a non-exclusive license for an exclusive license, the holder of the utility model right and the exclusive licensee), the scope of the license established (in cases of a non-exclusive license for an exclusive license, the respective scopes of the exclusive license and the non-exclusive license), and other matters concerning the details of the act of establishment of the license|
|||(4) Other matters sufficient for identifying the utility model right, etc.|
|11|Design rights, etc. (meaning design rights or exclusive licenses or non-exclusive licenses therefor)|(1) The distinction among a design right, or an exclusive license or non-exclusive license therefor|
|||(2) The application number and date of application pertaining to the design right, the name of the creator(s) of the design, the classification of the article under the provisions of Article 7 of the Ordinance for Enforcement of the Design Act (Ordinance of the Ministry of Economy, Trade and Industry No. 12 of 1960), the summary of the design, the fact that an examiner's decision or a trial decision has been made and the date of the decision, the registration number and date of registration, matters concerning any related design, and matters concerning registration fees|
|||(3) As for a license established by an act of establishment, the name of the holder of the design right (in cases of a non-exclusive license for an exclusive license, the holder of the design right and the exclusive licensee), the scope of the license established (in cases of a non-exclusive license for an exclusive license, the respective scopes of the exclusive license and the non-exclusive license), and other matters concerning the details of the act of establishment of the license|
|||(4) Other matters sufficient for identifying the design right, etc.|
|12|Trademark rights (meaning trademark rights or exclusive rights to use or non-exclusive rights to use therefor)|(1) The distinction among a trademark right, or an exclusive right to use or non-exclusive right to use therefor|
|||(2) The application number and date of application pertaining to the trademark right, the goods or services designated under the provisions of Article 6, paragraph (1) of the Trademark Act (Act No. 127 of 1959) (including cases where applied mutatis mutandis pursuant to Article 68, paragraph (1) of said Act), the fact that an examiner's decision or a trial decision has been made and the date of the decision, the registration number and date of registration, matters concerning registration fees, and matters concerning the present status of use of the trademark|
|||(3) As for a right to use established by an act of establishment, the name of the holder of the trademark right (in cases of a non-exclusive right to use for an exclusive right to use, the holder of the trademark right and the holder of the exclusive right to use), the scope of the right to use established (in cases of a non-exclusive right to use for an exclusive right to use, the respective scopes of the exclusive right to use and the non-exclusive right to use), and other matters concerning the details of the act of establishment of the right to use|
|||(4) Other matters sufficient for identifying the trademark right, etc.|
|13|Breeder's rights, etc. (meaning breeder's rights or exclusive exploitation rights or non-exclusive exploitation rights therefor)|(1) The distinction among a breeder's right, or an exclusive exploitation right or non-exclusive exploitation right therefor|
|||(2) The application number pertaining to the breeder's right, the genus or species of agricultural, forestry or aquatic plant to which the variety belongs, the denomination of the variety, the expression of the characteristics of the variety, the registration number and the date of registration, matters concerning registration fees, and matters concerning the present status of use of the variety|
|||(3) As for an exploitation right established by an act of establishment, the name of the holder of the breeder's right (in cases of a non-exclusive exploitation right for an exclusive exploitation right, the holder of the breeder's right and the holder of the exclusive exploitation right), the scope of the exploitation right established (in cases of a non-exclusive exploitation right for an exclusive exploitation right, the respective scopes of the exclusive exploitation right and the non-exclusive exploitation right), and other matters concerning the details of the act of establishment of the exploitation right|
|||(4) Other matters sufficient for identifying the breeder's right, etc.|
|14|Layout-design exploitation rights, etc. (meaning layout-design exploitation rights or exclusive licenses or non-exclusive licenses therefor)|(1) The distinction among a layout-design exploitation right, or an exclusive license or non-exclusive license therefor|
|||(2) The name of the person who has created the layout-design, as for a person who performs the acts listed in Article 2, paragraph (3), item (ii) of the Act on the Circuit Layout of Semiconductor Integrated Circuits (Act No. 43 of 1985), the date when he/she first performed such act, the name and class of the semiconductor integrated circuits manufactured utilizing the layout-design, the registration number and the date of registration, and matters concerning fees|
|||(3) As for a license established by an act of establishment, the name of the holder of the layout-design exploitation right (in cases of a non-exclusive license for an exclusive license, the holder of the layout-design exploitation right and the exclusive licensee), the scope of the license established (in cases of a non-exclusive license for an exclusive license, the respective scopes of the exclusive license and the non-exclusive license), and other matters concerning the details of the act of establishment of the license|
|||(4) Other matters sufficient for identifying the layout-design exploitation right, etc.|
|15|Copyrights, etc. (meaning copyrights, rights of publication or neighboring rights)|(1) The distinction among a copyright, right of publication or neighboring right|
|||(2) As for a copyright, the following matters (if any of these matters is uncertain, such fact):|
|||(a) the title of the work (if there is no title, such fact), the name of the author, the date when the work was first made public (if the work is yet to be made public, such fact), the type and content or summary of the work, and matters concerning the duration of the copyright;|
|||(b) if the author is a person other than a Japanese national (hereinafter referred to as a "foreign national" in this item), the nationality thereof (if the person is a juridical person, the names of the state which enacted the laws and regulations that the juridical person has complied with for its incorporation and the state where the juridical person's principal office is located);|
|||(c) As for a work that has been made public, the name of the author indicated when the work was first made public (if the work has been made public anonymously, such fact); and|
|||(d) As for a foreign national's work that has been published, the name of the state where the work was first published|
|||(3) As for a right of publication, the following matters (if any of these matters is uncertain, such fact):|
|||(a) the matters listed in (2), item (a) to (d); and|
|||(b) the scope of the right of publication established, the duration stipulated by the act of establishment (if the duration is not stipulated by the act of establishment, such fact), if the act of establishment otherwise provides as prescribed in Article 80, paragraph (2) or the proviso to Article 81 of the Copyright Act (Act No. 48 of 1970), such other provisions, and other matters concerning the details of the act of establishment of the right of publication|
|||(4) As for a neighboring right, the following matters (if any of these matters is uncertain, such fact):|
|||(a) The title of the performance, phonogram, broadcasted program or cable-broadcasted program (if there is no title, such fact); and|
|||(b) as for a right of a performer, the following matters:|
|||(i) the name of the performer, the date when and the name of the state where the performance took place, the type and content of the performance, and the duration of the right of the performer;|
|||(ii) if the performer has any stage name that he/she usually uses instead of his/her real name, such stage name;|
|||(iii) if the performer is a foreign national, the nationality thereof;|
|||(iv) if the performance is fixed in a phonogram, the title of the phonogram (if there is no title, such fact) and the matter listed in sub-item (c), 1., and if the performance took place in a foreign state, the matters listed in sub-item (c), 2.;|
|||(v) if the performance took place outside Japan, and was transmitted by broadcasting or cable-broadcasting (excluding the performance incorporated in sound or visual recordings before transmission with the consent of the performer), and it is not fixed in a phonogram that falls under any of the items of Article 8 of the Copyright Act, the title of the broadcasted program or cable-broadcasted program (if there is no title, such fact), and the matters listed in sub-item (d), 1. and 2. or sub-item (e), 1. and 2.; and|
|||(vi) if the performance is incorporated in sound or visual recordings of a cinematographic work, the title of the cinematographic work (if there is no title, such fact), and the name of the maker of the cinematographic work|
|||(c) as for a right of a producer of a phonogram, the following matters:|
|||(i) the name of the producer of the phonogram;|
|||(ii) if the producer of the phonogram is a foreign national, the nationality thereof and the name of the state where the sounds contained in the phonogram were first fixed;|
|||(iii) the date when the sounds contained in the phonogram were first fixed, the content of the phonogram, and the duration of the right of the producer of the phonogram; and|
|||(iv) if commercial phonograms of the phonogram have already been sold, the title of the commercial phonograms first sold (if there is no title, such fact), its summary, and the name of the producer|
|||(d) as for a right of a broadcast business operator, the following matters:|
|||(i) the name of the broadcast business operator;|
|||(ii) if the broadcast business operator is a foreign national or foreign juridical person, the nationality thereof, and the name of the state where the broadcasting facilities from which broadcasts were transmitted are located; and|
|||(iii) the date when the broadcast took place, the duration of the right of the broadcast business operator, the type of the broadcast, and the content of the broadcasted program|
|||(e) as for a cable broadcast business operator, the following matters:|
|||(i) the name of the cable broadcast business operator;|
|||(ii) if the cable broadcast business operator is a foreign national or foreign juridical person, the nationality thereof, and the name of the state where the cable broadcasting facilities from which cable broadcasts were transmitted are located; and|
|||(iii) the date when the cable broadcast took place, the duration of the right of the cable broadcast business operator, the type of the cable broadcast, and the content of the cable-broadcasted program|
|||(5) Other matters sufficient for identifying the copyright, etc.|
|16|Specified Assets other than those listed in the preceding rows (excluding beneficial interests of trusts)|Matters equivalent to the matters listed in the column of details of the Specified Assets corresponding to each of the preceding rows|
|17|Beneficial interests of trusts or securities representing them|(1) The names and addresses of the trustee and the settlor, as well as the trust administrator, the trust supervisor and the beneficiaries' agent (as for a beneficial interest of a Special Purpose Trust, the Representative Beneficiary Certificate Holder(s) or Specified Trust Administrator)|
|||(2) The purpose of the trust, the administration method for the trust property, the grounds for termination of the trust, and other clauses of the trust|
|||(3) Matters concerning the details of the trust property|
Appended Form No. 1 (Re: Article 4, Paragraph (1) and Article 32, Paragraph (1))
Appended Form No. 2 (Re: Article 9, Paragraph (1), Item (iii) and Article 27, Paragraph (1), Item (iii))
Appended Form No. 3 (Re: Article 9, Paragraph (1), Item (iv) and Article 27, Paragraph (1), Items (iii) and (iv))
Appended Form No. 4 (Re: Article 9, Paragraph (1), Item (iv) and Article 27, Paragraph (1), Item (iv))
Appended Form No. 5 (Re: Article 9, Paragraph (1), Item (v) and Article 27, Paragraph (1), Item (iii))
Appended Form No. 6 (Re: Article 9, Paragraph (1), Item (vii) and Article 27, Paragraph (1), Item (iv))
Appended Form No. 7 (Re: Article 9, Paragraph (1), Item (viii) and Article 27, Paragraph (1), Item (v))
Appended Form No. 8 (Re: Article 23, Paragraph (1))
Appended Form No. 9 (Re: Article 27, Paragraph (1))
Appended Form No. 10 (Re: Article 29, Paragraph (1))
Appended Form No. 11 (Re: Article 31, Paragraph (1))
Appended Form No. 12 (Re: Article 33)
Appended Form No. 13 (Re: Article 100, Paragraph (1))
Appended Form No. 14 (Re: Article 103)
Appended Form No. 15 (Re: Article 112, Paragraph (1))
Appended Form No. 16 (Re: Article 114)