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Listing

Preferred equity investment securities are securities under the Financial Instruments and Exchange Act and are issued by Cooperative Structured Financial Institutions based on "the Act on Preferred Equity Investment by Cooperative Structured Financial Institution". These securities are issued for the purpose of raising funds widely from the general public as a supplement to the ordinary equity from members of cooperative structured financial institutions, in order to enrich the equity capital at each institution.

Initial Listing Criteria

Initial Requirements

Items Criteria
Number of Shareholders 400 or more
Number of Tradable Shares 2,000 units or more
Tradable Share Market Capitalization JPY 1 billion or more
Years of Business Operation The business has operated continuously as a cooperative structured financial institution for three or more years before the date of application.
Amount of Net Assets The amount of net assets is a positive figure.
Profits Profits over the last year are JPY 100 million or more.
False Statements or Adverse Opinions, etc.
　　
  1. No false statements were made in annual securities reports, etc. for the last two years.
  2. 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".
  3. Accounting auditor's opinion on financial statements, etc. for the last year was, in principle, an "unqualified opinion".
  4. Preferred equity investment securities pertaining to the initial listing application that are listed on other domestic financial instruments exchanges do not fall under the following (a) and (b):
    5. 　　
      (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". 　　
    　　
Audit by a Registered Auditor of Listed Companies The financial statements, etc. for the last two years have undergone audit or quarterly review by a registered auditor of listed companies (limited to those which have undergone quality control reviews by The Japanese Institute of Certified Public Accountants).
Establishment of a Shareholder Services Agent Shareholder services have been entrusted to an institution specified as the applicant's shareholder services agent approved by TSE, or an informal consent of undertaking the entrustment of such shareholder services from the shareholder services agent has been received.
Restriction on Transfer of Preferred Equity Investment Securities The applicant institution has no restriction on transferring preferred equity investment securities pertaining to the initial listing application, or no such restriction is expected to be imposed by the time of listing.
Handling by Designated Book-Entry Transfer Institution The applicant institution is subject to the book-entry transfer operation of the designated book-entry transfer institution, or is expected to become so.
Plans for Mergers, etc. The applicant institution does not fall under the following (a) and (b):
　　
  1. The applicant institution 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 base business year.
  2. The applicant institution has plans to conduct a 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 base business year (except where such plans are scheduled to be carried out before the date of listing).
    3. 　　

Content of Listing Examination

Cooperative structured financial institutions applying for initial listing are required to meet the initial requirements. These institutions shall be examined based on submitted documents and hearings, etc. from five viewpoints: corporate continuity and profitability, soundness of corporate management, effectiveness of corporate governance and internal management system of an enterprise, appropriateness of disclosure of corporate information, etc. and other matters deemed necessary from the viewpoint of the public interest or the protection of investors. In addition, in cases where the ordinary equity increases, possession equity of preferred equity investors regarding the net asset value or the net income, etc. is diluted. In the listing examination, regarding appropriateness of disclosure of corporate information, the applicant institution is checked regarding whether the risk and policy against dilution are described intelligibly in the "Securities Report for Initial Listing Application (Part I)".

Delisting

Items *1 Criteria
Number of Shareholders When the number of shareholders is fewer than 400 for one year
Number of Tradable Shares When the number of tradable shares is fewer than 2,000 units for one year
Market Capitalization of Tradable Shares When tradable share market capitalization is less than JPY 1 billion for one year
Trading Volume When average monthly trading volume is fewer than 10 units for six months
Amount of Net Assets When the amount of net assets is not a positive figure for one year
Other Suspension of bank transactions, bankruptcy/rehabilitation/reorganization proceedings, suspension of business activities, inappropriate mergers, etc., impairment of sound transactions with a controlling shareholder (in case of a change in the controlling shareholder due to a third-party allotment), a delay in submission of annual or quarterly securities reports, false statements or adverse opinions, etc., designation as securities on special alert, etc., violation of listing agreement, etc., lack of entrustment to a shareholder services agent, restrictions on transfer of preferred equity investment securities, conversion to a wholly-owned subsidiary, ceasing to be subject to the book-entry transfer operation of a designated book-entry transfer institution, inappropriate restrictions on shareholders' rights, acquisition of all shares, acquisition by request for sale of shares, etc., share consolidation, involvement of anti-social forces, and others (cases where delisting is deemed appropriate for public benefits or investor protection)

  • For more details on each item, please refer to Details of Continued Listing Criteria under Listing (Domestic Stocks).

Details of Continued Listing Criteria

Other

Rules on other aspects such as timely disclosure of corporate information after listing are basically the same as those applied to stocks.