Update : Apr. 18, 2008
|
Criteria
|
A company must meet criteria (1)-(5), (8), and also criteria (6) or (7)
|
|
(1)Number of Shareholders
|
800 or more (or 2,200 or more *2)
|
|
(2)Tradable Shares*1
|
- Number of tradable shares: 4,000 units or more
- Market capitalization of tradable shares: ¥1 billion or more
- Ratio of tradable shares to listed shares: 30% or more
- (a) 20,000 or more share units in circulation
- (b) 35% or more of the shares in circulation, listed stock, etc.
|
|
(3)Market Capitalization of Shares Listed
|
¥2 billion or more (or ¥50 billion or more *2)
|
|
(4)Number of Years of Business Operation
|
No less than 3 years under the board of directors
|
|
(5)Shareholders' Equity
|
¥1 billion or more as of the end of the fiscal year immediately preceding the current fiscal year
|
|
(6)Pre-tax Profit
|
Either (a or b)
- Annual total for each of the last two years:
1st year:¥100 million or more, and
2nd (last) year: ¥400 million or more
- Annual total for each of the last three years: 1st year:
¥100 million or more,
3rd (last) year: ¥400 million yen or more, and
total for the three years: ¥600 million or more
|
|
(7)Total Market Capitalization
|
¥100 billion or more, except for when sales for the immediately preceding year is less than ¥10 billion.
|
|
(8)False Statements or Unfair Representations
|
- There should be no false statements in the applicant's securities reports for the 2 most recent fiscal years (or for the 3 most recent fiscal years, in cases where neither criteria (6)a nor (7) are met).
- The opinion given by a certified public accountant in the audit reports should be 'fair' for the 2 most recent fiscal years (or for the 3 most recent fiscal years, in cases where neither (6)a nor (7) are met) Except for the 1 most recent fiscal year.
- A qualified opinion for exclusion was not expressed by the auditor for the most recent fiscal year.
|
|
Rule 2 of the Criteria for Listing Examination of Stock
|
Rule 1 of the Supplementary Rules to Criteria for Listing Examination of Stock (Summary)
|
(1) Business continuity and profitability:
The applicant must conduct its business continuously with a positive outlook for future business performance.
|
- The applicant has positive expectations with regard to
profit and loss and income and expenditure.
- The applicant expects to earn a sufficient amount of profit
to be able to pay an adequate amount of surplus dividends.
- The applicant is capable of stably and continuously conducting
purchases, production, sales and other operational activities
in light of past business conducted with clients, demand
trends for the company's products and the like.
- No apparent circumstances exist which would cause a disruption
to the continuity of the main business activities of the
corporate group.
- The managerial structure is appropriately maintained and
operated so that the security of the company's assets and
the efficiency of management activities are ensured.
- There are no obstacles to continuous management activities,
such as the inability to secure the personnel necessary
for stable business conduct through employee reshufflings
or employing outside personnel, etc.
|
(2) Soundness of corporate management:
The applicant must conduct its business in a fair and honest manner.
|
- The applicant has not given undue benefit to specific
persons through business conduct or any other management
activity.
- The mutual kinship among executives, the composition of
executives, or dual assumption of offices in other companies,
etc. does not prevent business from being executed in a
fair, honest and efficient manner, or from effective auditing.
|
(3) Appropriateness and accuracy of disclosure of corporate affairs, etc.
The applicant must be able to disclose corporate affairs, etc. in an appropriate and accurate manner.
|
- Documents pertaining to disclosure of corporate affairs
are drawn up according to laws and regulations, etc., and
the descriptions of items which may have a material impact
on investors' investment decisions are easy to understand.
- The applicant has developed and administered its accounting
system appropriately in light of the accounting standards
adopted.
- The applicant does not distort disclosure of the current
status of the business group through actions such as business
transactions with a specified party, or adjustment of stock
ownership ratio of subsidiaries and affiliated companies.
- The company is capable of managing corporate information
including facts that have a material impact on management,
and disclosing this information in a timely and appropriate
manner.
|
(4) Independence from parent company, etc.
The applicant must be able to ensure independence from its parent company, etc.
|
- Neither the parent company, etc. nor the applicant company
forces or induces transactions which are disadvantageous
to the applicant or parent company, etc.
- Neither the applicant nor the parent company conducts
business or other transactions under significantly different
conditions than normal transactions.
- The applicant cannot be considered a de facto business
unit of the parent company, etc.
- The stock issued by the parent company, etc. has been
listed on a domestic stock exchange.
- In the event that the parent company, etc. does not fall
under d. above, facts and other corporate information concerning
that company that has a material impact on its management
can be accessed adequately. In addition, the applicant ensures
in writing that the parent company, etc. agrees to (a),
or both (b) and (c) as shown below.
(a) In the event that the parent company, etc. makes
continuous disclosure of corporate information pursuant
to laws and regulations, the applicant submits to the
TSE copies of the parent company's annual securities
reports and attached documents, semiannual reports,
quarterly reports, and current reports, and the TSE
makes them available for public inspection.
(b) In the event that the parent company, etc. does
not make continuous disclosure of corporate information,
the applicant submits to the TSE documents drawn up
according to Form 3 stipulated in Item 1, Paragraph
1, Article 15 of the Cabinet Office Ordinance Regarding
Disclosure every business year even after its listing,
and the TSE makes them available for public inspection.
(c) The applicant discloses in a timely and appropriate
manner corporate information related to the parent company,
etc. which has a material impact on the management of
the former.
|
|
(5) Matters that the TSE deems necessary in light of public interest and the protection of investors
|
- Shareholders' rights and the exercise of such are not
unduly restricted.
- In the event that the applicant has introduced takeover
defense measures, it respects the following items.
(a) Sufficient disclosure
(b) Transparency
(c) Effect on the secondary market
(d) Respect for shareholders' rights
- The applicant is deemed appropriate in consideration of
the public interest and the protection of investors.
|