Article 9 In the case of the Underwriting of a public offering or secondary distribution of Share Certificates, Preferred Equity Investment Certificates, and Beneficiary Certificates of Foreign Share Trust for an Initial Public Offering prescribed in Article 16, Paragraph 2 of the Rules, the details of the Underwriting Examination Items shall be set forth in each Item below:
(1) Eligibility for going public
(a) Legitimacy and sociality of the business;
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(b)Management philosophy of the company, awareness regarding compliance and risk management by the officers;
(c) Whether it falls under anti-social forces, whether there is a relationship with anti-social forces, and measures to eliminate them and their operating status;
(d) Soundness of purpose of using the market at the listing.
(2) Soundness and independency of corporate management
(a) Necessity of transactions with affiliated parties (including human-affiliated companies prescribed in Article 1, Item 31(c) of the Cabinet Office Ordinance on the Disclosure of Corporate Information, etc.), suitability of terms and conditions of the transaction with them;
(b) Independence from a parent company, etc. (a parent company of the corporation, or the other corporation of whom the corporation is an affiliated company; the same shall apply hereinafter);
(c) Structure of capital participation to affiliated companies and the control of such invested companies.
(3) Business continuity system
(a) Compliance with laws and regulations in its corporate activities and the development status of the compliance system;
(b) Protection of intellectual property that is necessary to promote the business, and infringement of the intellectual property of third parties;
(c) Conclusion of important contracts/agreements for business continuity, and reservation of rights.
(4) Corporate governance and internal administration system
(a) Validity of the corporate structure design (validity of the corporate structure design in the light of the size of the company and its business risks);
(b) Fulfillment of responsibilities by the representative directors, directors, and the board of directors (or the fulfillment of responsibilities by the representative executive officers and executive officers in the case of a company with committees);
(c) Fulfillment of responsibilities by the auditors and board of company auditors and the internal audit function (or fulfillment of responsibilities by the board of directors, nomination committee, compensation committee, and auditor committee, and the internal audit function in the case of a company with committees);
(d)Operation and checking function of internal administration system (development of organization and internal rules for management of receivables, budget management, labor management, and system management, etc.).
(5) Financial condition and business performance
(a) Soundness of the financial conditions and cash flow management;
(b)Analysis of any change in the financial conditions and the business performance;
(6) Business performance forecast
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(a) Validity of the basis for preparing a profit plan;
(b) Progress of the profit plan;
(c) Growth potential and stability of the company;
(d) Surplus distribution policy.
(7) Purpose of the use of the funds to be raised (or the purpose of the secondary distribution in the case of a secondary distribution; the same shall apply hereinafter)
(a) Appropriateness of purpose of use of the funds to be raised (appropriateness based on consistency with the business plan);
(b) Proper disclosure of purpose of use of the funds to be raised.
(8) Proper disclosure of the company’s business
(a) Adaptability to the statutory disclosure system and timely disclosure system
(b)Appropriateness of the information disclosed, such as business risks and company information, completeness of the scope of disclosure, and adequacy of the representation of the disclosed information.
2. In the case of underwriting the Real Estate Investment Trust Certificates prescribed in Article 16, Paragraph 2 of the Rules (limited to the Investment Securities set forth in Article 2, Paragraph 1, Item 11 of the FIEA; the same shall apply in this Article and the following Article) for an Initial Public Offering, the details of the Underwriting Examination Items shall be set forth in each Item below:
(1) Eligibility for going public
(a) Legitimacy and sociality of the business of the investment corporation, asset management company, and its parent company, etc.;
(b)Awareness regarding compliance and risk management, etc. by the executive officers of the investment corporation, management of the asset management company, and management of its parent company, etc.
(c) Whether it falls under anti-social forces, whether there is a relationship with anti-social forces, and measures to eliminate them and their operating status;
(d) Soundness of purpose of use of the market at the listing.