DETAILED RULES RELATING TO THE RULES CONCERNING UNDERWRITING, ETC. OF SECURITIES
(April 24, 1996)
(Purpose)
Article 1 These Detailed Rules shall prescribe the matters deemed necessary with respect to the enforcement of the Rules Concerning Underwriting, etc. of Securities (hereinafter referred to as the “Rules”).
(Conclusion of Contract)
Article 2 The contract prescribed in Article 9, Paragraph 2, Item 1 of the Rules must set forth the following matters:
(1) A Lead Managing Regular Member Underwriter and an Independent Managing Regular Member Underwriter shall cooperate with each other for fair and sufficient Underwriting examination concerning the public offering of Share Certificates, Real Estate Investment Trust Certificates (limited to the Investment Securities set forth in Article 2, Paragraph 1, Item 11 of the Financial Instruments and Exchange Act (hereinafter referred to as the “FIEA”; the same shall apply hereinafter from this Article to Article 5), Share Option Certificates, New Investment Unit Subscription Warrant Securities, Bonds with Share Options, or Corporate Bond Certificates, etc. by the issuer;
(2) An Independent Managing Regular Member Underwriter shall have the authorization equivalent to those held by a Lead Managing Regular Member Underwriter in terms of the conduct of administrative procedures and express its opinion on the adequacy of Underwriting examination to the issuer or externally;
(3) An Issuer shall give the same information as that given to a Lead Managing Regular Member Underwriter to an Independent Managing Regular Member Underwriter, and respond to the hearing requested by the Independent Managing Regular Member Underwriter;
(4) A Lead Managing Regular Member Underwriter shall provide an Independent Managing Regular Member Underwriter with the details of the Underwriting examination as necessary;
(5) A Lead Managing Regular Member Underwriter shall consult with an Independent Managing Regular Member Underwriter to determine fair and proper issue price, etc. of Share Certificates, Real Estate Investment Trust Certificates, Share Option Certificates, New Investment Unit Subscription Warrant Securities, Bonds with Share Options, and Corporate Bond Certificates, etc., and provide the Independent Managing Regular Member Underwriter with the state of investors’ demand;
(6) A Lead Managing Regular Member Underwriter shall consult with an Independent Managing Regular Member Underwriter to have a fair and proper issue price, etc. of Share Option Certificates, New Investment Unit Subscription Warrant Securities, Bonds with Share Options, or Corporate Bond Certificates, etc. (hereinafter referred to as the “Bonds with Share Options, etc.”) prescribed in Article 2, Item 11 of the Rules, and provide the Independent managing Regular Member Underwriter with the necessary information;
(7) If an Independent Managing Regular Member Underwriter judges, in the course of Underwriting
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examination for public offering of Share Certificates, Real Estate Investment Trust Certificates, or Bonds with Share Options, etc., that the details of the Underwriting examination conducted by a Lead Managing Regular Member Underwriter and/or the issue price, etc. of Share Certificates, Real Estate Investment Trust Certificates, or Bonds with Share Options, etc. determined by a Lead Managing Regular Member Underwriter are inappropriate, and as a result, decides not to underwrite, the Underwriting of public offering of such Share Certificates, Real Estate Investment Trust Certificates, or such Bonds with Share Options, etc. shall be cancelled;
(8) Matters prescribed in each Item of Article 11 of the Rules;
(9) A Lead Managing Regular Member Underwriter and an Independent Managing Regular Member Underwriter shall prepare a document to prove that the contract provisions from Items 1 through 8 are surely and sufficiently performed by the day immediately following the payment day of public offering of Share Certificates, Bonds with Share Options, etc., or Real Estate Investment Trust Certificates, or immediately if the public offering is cancelled, and retain it in five years at each side.
(Timing of Contract Conclusion)
Article 3 The contract on the Underwriting examination procedures prescribed in Article 9, Paragraph 2, Item 1 of the Rules shall be concluded at least one month before the date of application for listing in a Financial Instruments Exchange by the issuer in the case of initial public offering of Share Certificates or Real Estate Investment Trust Certificates, or 17 business days before the issuance resolution date in the case of public offering of Share Certificates, Real Estate Investment Trust Certificates, Share Option Certificates, New Investment Unit Subscription Warrant Securities, or Bonds with Share Options issued by a listed issuer.
2. The contract on the Underwriting examination procedures prescribed in Article 9, Paragraph 2, Item 1 of the Rules shall be concluded at