Listing

Criteria for Listing（Mothers）

Update : Jan. 07, 2013

Formal Requirements (Mothers Domestic Stocks)

Criteria	Securities Listing Regulations (Formal Requirment)
(1) Number of shareholders	300 or more
(2) Number of tradable shares※1 (a. through c. must be satisfied)	a. Number of tradable shares: 2,000 trading units or more※2 b. Market capitalization of tradable shares: ¥500 million or more c. The number of tradable shares: 25% or more of the listed stocks,etc.
(3) Public Offering	500 trading units or more
(4) Market capitalization	1 billion yen or more
(5) Number of consecutive years of business conduct	No less than 1 year under the board of directors
(6) False statement or adverse opinion, etc. (a. through d. must be satisfied)	a. The audit report attached to a "Securities Report for Initial Listing Application" (excluding an audit report attached to financial statements, etc. for the business year or the consolidated business year ending in the last year) shall contain an "unqualified opinion" or a "qualified opinion with exceptions" of certified public accountants, etc. b. The audit report (limited to an audit report attached to financial statements, etc. for the business year or the onsolidated business year ended in the last year), an interim audit report or a quarterly review report attached to a "Securities Report for Initial Listing Application" shall contain an "unqualified opinion", an "opinion that the interim financial statements, etc. provide useful information" or an "unqualified conclusion" of certified public accountants, etc. c. No false statement shall be made in a Securities Report, etc. containing or making reference to financial statements, etc., interim financial statements, etc., or quarterly financial statements, etc. pertaining to the audit report, the interim audit report, or the quarterly review report prescribed by a. and the preceding b. d. Where a stock, etc. pertaining to an initial listing applicant is listed on any other financial instruments exchange in Japan, such stock, etc. shall not fall under the following (a) and (b): (a) The internal control report pertaining to the business year ending in the last year contains the fact that "appraisal results cannot be provided" (b) The internal control audit report regarding an internal control report pertaining to a business year ending in the last year contains the fact that "opinions are not expressed"
(7) Audit by a listed company audit firm※3	The financial statement, etc., an interim financial statement, etc. or a quarterly financial statement contained in or attached to a "Securities Report for Initial Listing Application" have undergone audit, interim audit or quarterly review equivalent to that in the provisions of Article 193-2 of the Financial Instruments and Exchange Act by a listed company audit firm.
(8) Establishment of a shareholder services agent	Shareholder services have been entrusted to an institution specified as the applicant’s shareholder services agent, or an informal consent of undertaking the entrustment of such shareholder services from the shareholder services agent has been received.
(9) Share Unit	100 shares
(10) Classes of stock	In the case that a stock, etc. pertaining to the initial listing application, such stock, etc. shall be, as a general rule, any of stocks referenced in the following a. through c. In this case, the initial listing applicant for the stock referenced in b. shall not have securities other than said stock as to which the applicant makes initial listing application a. In the case of a company issuing one class of stock with voting rights, said stock with voting rights. b. In the case of a company issuing multiple classes of stock with voting rights, a class of stock with voting rights whose value of rights, etc. to receive economic benefits including claim for surplus dividend pertaining to the number of shares that enables exercise of one voting right at a general shareholders meeting with regard to important matters including selection and dismissal of board members is higher than any other class of stock. c. Stock with no voting rights
(11) Restriction on transfer of shares	Transfer of shares pertaining to an initial listing application is not restricted or it is expected that there will be no restriction by the time of listing.
(12) Handling by the designated book-entry transfer institution	The relevant issue is subject to the book-entry transfer operation of the designated book-entry transfer institution, or is likely to be so by the time of listing.

• (*1)"Tradable Shares" refers to listed shares excluding shares held by parties with a special interest such as officers, shares owned by the company itself, and shares held by persons who individually own 10% or more of listed shares.
• (*2)1unit is the minimum number of shares necessary for 1 voting right.
• (*3)An audit firm that is registered in the registry of listed company audit firms based on the Registration System for Listed Company Audit Firms of the Japanese Institute of Certified Public Accountants (including audit firm which is subject to quality control reviews by the Japanese Institute of Certified Public Accountants)

Eligibility Requirements (Mothers)

Securities Listing Regulations, Rule 214	Guidelines Concerning Listing Examination, etc.
(1)Appropriateness of the disclosure of corporate information, risk information, etc.: The company is able to make disclosure of the corporate information, risk information, etc. may be carried out in an appropriate manner.	(1) The corporate group of an initial listing applicant is deemed to be able to properly manage corporate information of facts, etc. which will have a material effect on management and to disclose it to investors in a timely and appropriate manner, and a system for the preemptive prevention of insider trading is deemed to be developed and operated appropriately. (2) Documents pertaining to disclosure of corporate information, out of initial listing application documents, are deemed to be prepared in compliance with laws and regulations, and contain necessary matters appropriately in consideration of the state of the business line and the business condition of an initial listing applicant and its corporate group. (3) The corporate group of an initial listing applicant does not make distorted information disclosure on the actual state of the corporate group of the initial listing applicant by carrying out a trading act with its related party or any other specified entity or adjustment of the stock ownership ratios, etc. (4) Where an initial listing applicant has a parent company, etc., disclosure of such parent company, etc. is valid. (5) Where an initial listing company is a foreign company, the accounting system adopted by the initial listing company shall be deemed appropriate from the viewpoint of investor protection. (6) Where an initial listing company is a foreign company, and a stock, etc. pertaining to such initial listing applicant is not listed or continuously traded on a foreign financial instruments exchange, etc., and the initial listing application is made only to the Exchange, the "Securities Report for Initial Listing Application (Part I)" shall contain necessary matters.
(2) Soundness of corporate management: The company is carrying out business in a fair and faithful manner.	(1) The corporate group of an initial listing applicant is recognized, as a general rule, not to give or enjoy profit wrongfully through a trading act or any other management activities with relevant parties or other specified entities. (2) The mutual relationship of relatives of officers of an initial listing applicant, its composition, actual situation of providing services or the state of concurrent posts as officers and employees, etc. with any other company, etc. are recognized not to impair the fair, faithful and full execution of office duties or the implementation of effective auditing as officers of such initial listing applicant. (3) Where an initial listing applicant has a parent company, etc., management activities of the corporate group of an initial listing applicant are recognized to have independence from such parent company, etc.
(3) Effectiveness of corporate governance and internal management system of an enterprise: Corporate governance and internal management system are developed in accordance with the size, corporate maturity, etc. of the enterprise, and functioning properly.	(1) The system to secure the execution of appropriate work duties of officers of the corporate group of an initial listing applicant is recognized to be reasonably developed and appropriately operated. (2) The internal management system is recognized to be reasonably developed and appropriately operated for an initial listing applicant and its corporate group to carry out effective management activities. (3) Necessary personnel are recognized to be competent to carry out stable and continuing execution of management activities of the corporate group of an initial listing applicant and to maintain its internal management system. (4) The corporate group of an initial listing applicant adopts accounting treatment standards adaptable to its actual situation and, in addition, a necessary accounting body is recognized as being prepared and operated appropriately. (5) It is recognized that an effective system to comply with laws and regulations, etc. concerning management activities and other matters in the corporate group of an initial listing applicant is prepared and operated appropriately, and that no material breach of laws and regulations has recently been made, and no act which is likely to become a material breach of laws and regulations in the future is being carried out.
(4) Reasonableness of the business plan The listing applicant has developed reasonable and suitable business plans, and has developed the operating base necessary for executing such business plans, or there is reasonable expectation that it will develop such operating base.	(1) The business plan of the business group of the initial listing applicant is deemed to have taken into account the business model, business environment, risk factors, etc. and appropriately drawn up. (2) The operating base necessary for executing the business plan of the business group of the initial listing applicant is deemed to have been developed or that there is reasonable expectation that such operating base will be developed.
(5) Other matters deemed necessary by the Exchange from the viewpoint of the public interest or the protection of investors.	(1) The contents of the rights of shareholders or holders of foreign stock depositary receipts, etc. and the state of their exercise are deemed appropriate from the viewpoints of the public interest or the protection of investors. (2) The corporate group of an initial listing applicant does not have a contention or dispute, etc. which would have a material effect on management activities and business performance. (3) Concerning the matters which are the premises of the main business activities of the corporate group of an initial listing applicant, there is no factor which hinders their continuity. (4) The corporate group of an initial listing applicant is recognized to develop an internal system to prevent criminal and extremist elements from being involved in management activities, and making efforts to prevent such involvement and their actual state is recognized as appropriate from the viewpoints of the public interest or the protection of investors. (5) A domestic stock, etc. pertaining to an initial listing applicant is shares without voting rights or shares with a small number of voting rights, necessary conditions shall be met. (6) It is deemed appropriate from the viewpoint of the public interest or the protection of investors.