Listing

Initial Listing Criteria

Initial Requirements

Companies must meet the criteria for each market segment's initial requirements for foreign stocks, etc. (foreign stocks and foreign stock depositary receipts, etc.) as follows (Rule 206, Paragraph 1, Rule 212, Paragraph 1, and Rule 218, Paragraph 1 of the Securities Listing Regulations).

Items Initial Listing on Prime Market Initial Listing on Standard Market Initial Listing on Growth Market
Number of Shareholders (Estimate at Time of Listing) 800 or more 400 or more 150 or more
Number of Shareholders (Estimate at Time of Listing) a. Number of tradable shares: 20,000 units or more
b. Tradable share market capitalization: JPY 10 billion or more *1
a. Number of tradable shares: 2,000 units or more
b. Tradable share market capitalization: JPY 1 billion or more *1
a. Number of tradable shares: 1,000 units or more
b. Tradable share market capitalization: JPY 0.5 billion or more *1
Market Capitalization (Estimate at Time of Listing) JPY 25 billion or more *2 - -
Public Offering - - Public offering of 500 units or more of stocks, etc. in relation to an initial listing application
Amount of Net Assets (Estimate at Time of Listing) The amount of consolidated net assets is JPY 5 billion or more and amount of unconsolidated net assets is a positive figure The amount of consolidated net assets is a positive figure -
Profits or Net Sales The applicant company satisfies either of the following a. or b.:
a. Aggregated profits over the last two years are JPY 2.5 billion or more
b. Net sales over the last year are JPY 10 billion or more and market capitalization is estimated to be JPY 100 billion or more at time of listing
Total profits over the last year are JPY 0.1 billion or more -
Years of Business Operation The business has operated continuously with the board of directors having been established three or more years before the date of application The business has operated continuously with the board of directors having been established three or more years before the date of application The business has operated continuously with the board of directors having been established one or more years before the date of application
False Statements or Adverse Opinions, etc. a. No false statements were made in annual securities reports, etc. for the last two years
b. Accounting auditor's opinion on financial statements, etc. for the last two years (excluding that for the last year) was either an "unqualified opinion" or a "qualified opinion with exceptions"
c. Accounting auditor's opinion on financial statements, etc. for the last year was, in principle, an "unqualified opinion"
d. Stocks, etc. pertaining to the initial listing application that are listed on other domestic financial instruments exchanges do not fall under the following (a) and (b):
  (a)The internal control report issued in the last year states that "appraisal results cannot be provided"
  (b)The internal control audit report issued in the last year states that "opinion is not expressed"
a. Either an "unqualified opinion" or a "qualified opinion with exceptions" was expressed in the audit report (excluding that of the last year) attached to the "Annual Securities Report for Listing Application"
b. An "unqualified opinion" was expressed in the audit report, etc. (of the last year) attached to the "Annual Securities Report for Listing Application"
c. No "false statements" were made in the audit report mentioned above or the annual securities report, etc. with reference to financial statements related to a quarterly review report
d. Stocks, etc. pertaining to the initial listing application that are listed on other domestic financial instruments exchanges do not fall under the following (a) and (b):
  (a)The internal control report issued in the last year states that "appraisal results cannot be provided"
  (b)The internal control audit report issued in the last year states that "opinion is not expressed"
Plans for Mergers, etc. The applicant company does not fall under the following (a) and (b):
a. The applicant company has plans to conduct a merger or company split, make a company a subsidiary or exclude an existing subsidiary from its umbrella, or take over or transfer business, and will cease to remain a substantial surviving company due to these events within two years from the last day of the fiscal year immediately preceding the date of filing the initial listing application.
b. merger through which it becomes a dissolved company, or a share exchange/share transfer through which it becomes a wholly-owned subsidiary of another company, within two years from the last day of the fiscal year immediately preceding the date of filing the initial listing application (except where such plans are scheduled to be carried out before the date of listing).
-
Handling by Designated Book-Entry Transfer Institution The applicant company is subject to the custody and book-entry transfer operation for foreign stocks, etc. or the book-entry transfer operation of the designated book-entry transfer institution, or is expected to become so by the time of listing.
Restriction on Transfer of Stocks, etc. The applicant company has no restrictions on transferring foreign stocks, etc. at the time of filing the initial listing application (this shall not apply in cases where such limitations are deemed necessary to adhere to the laws of the home country and do not impede trading in the TSE market).
Deposit Agreement, etc. When an initial listing application is filed for foreign stock depositary receipts, etc., the deposit agreement and any other necessary agreements are executed as provided by the Enforcement Rules for Securities Listing Regulations.

  • In principle, the amount obtained by multiplying the estimated price, etc. of the public offering pertaining to listing by the number of estimated tradable shares as of the time of listing.
  • In principle, the amount obtained by multiplying the estimated price, etc. of the public offering pertaining to listing by the number of estimated listed shares as of the time of listing.

Contents of Examination

Listing examinations for foreign stocks, etc. (foreign stocks and foreign stock depositary receipts, etc.) are conducted in accordance with Rules 207, 213, and 219 of the Securities Listing Regulations. The "Guidelines Concerning Listing Examination, etc." provides further details.

Items Prime Market Standard Market Growth Market
Corporate Continuity and Profitability The applicant company is operated continuously and has a stable and excellent revenue base. The applicant company is operated continuously and has a stable revenue base. -
Reasonableness of the business plan - - The applicant company has established a rational business plan and built a business foundation necessary to execute the business plan or has a rational plan to do so.
Soundness of Corporate Management The applicant company carries out its business fairly and faithfully. The applicant company carries out its business fairly and faithfully. The applicant company carries out its business fairly and faithfully.
Effectiveness of Corporate Governance and Internal Management Systems Corporate governance and internal management systems are appropriately established and functioning. Corporate governance and internal management systems are appropriately established and functioning. Corporate governance and internal management systems that are commensurate with the size and maturity of the company are appropriately established and functioning.
Appropriateness of Disclosure of Corporate Information, etc. The applicant company is in a position where it is able to disclose its corporate information appropriately. The applicant company is in a position where it is able to disclose its corporate information appropriately. The applicant company is in a position to appropriately disclose its business details and risk information, etc.
Other matters TSE deems necessary from the viewpoint of public interest and investor protection - - -

For more details, please refer to "New Listing Guidebook," "Securities Listing Regulations," and "Guidelines Concerning Listing Examination, etc."

New Listing Guidebook
Rules | Tokyo Stock Exchange, Inc.