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Timely Disclosure Rules (Venture Funds)

Under the Listing Regulations, a listed venture fund issuer or manager is required to make timely and appropriate disclosure of information concerning the venture fund-issuing investment corporation and the venture fund asset management company, as well as information concerning assets under management, etc.
When financial results are determined, the listed venture fund issuer or manager is also required to disclose financial information in a financial report.
In addition, the status of assets under management, etc. and the net asset value per investment unit of the listed venture fund must be disclosed once every three months.

Information Related to Venture Funds, Asset Management Company, etc.

Category Details
Information Related to Decisions by Investment Corporation
  • Split or reverse split of investment units;
  • Additional issuance or secondary offering of investment units;
  • Offering of investment corporation bonds or borrowing of funds;
  • Merger;
  • Amendment to the certificate of incorporation, or dissolution;
  • Application pertaining to delisting of a venture fund to a financial instruments exchange in Japan;
  • Petition for commencement of bankruptcy proceedings or commencement of rehabilitation proceedings;
  • Change in certified public accountants, etc. who prepare audit certification of financial statements, etc. or interim financial statements, etc. that are contained in an annual securities report or a semi-annual securities report;
  • Change in the valuation institution for unlisted stocks, etc.;
  • Change in officers;
  • Money distribution;
  • Change in the number of units per investment unit;
  • No entrustment of administrative works regarding investor register to an institution approved by the Exchange;
  • Conclusion of an entrustment contract pertaining to asset management, or cancellation of such contract;
  • Request prescribed in Article 166, Paragraph 6, Item (4) of the Act, or Article 167, Paragraph 5, Item (5) of the Act;
  • Acquisition of own investment units pursuant to Article 80-2, Paragraph 1 of the Investment Trusts Act (including cases where the provisions apply by rewording terms pursuant to the provisions of Article 80-5, Paragraph 2 of the same Act);
  • A gratis allotment of new investment unit subscription warrants;
  • Deducting all or part of loss from the total amount of capital contribution, etc. pursuant to the provisions of Article 136, Paragraph 2 of the Investment Trust Act;
  • Important matters concerning administration, operations, or assets of a listed venture fund or a venture fund-issuing investment corporation pertaining to a listed venture fund, which have a remarkable impact on investors' investment decisions.
Information on Occurrence of Fact Related to Investment Corporation
  • Business improvement order pursuant to the provisions of Article 214 of the Investment Trust Act;
  • A fact which causes delisting of a specified security (meaning a specified security prescribed in Article 163, Paragraph 1 of the Act; the same shall apply in this item) or options pertaining to a specified security
  • The amount of net assets is likely to fall below the base net asset value specified in Article 124, Paragraph 1 of the Investment Trust Act;
  • Notice of cancellation of registration pursuant to the provisions of Article 215, Paragraph 2 of the Investment Trust Act
  • Change in certified public accountants, etc. who carry out audit certification of financial statements, etc. or interim financial statements, etc. contained in an annual securities report or a semi-annual securities report (excluding cases where a body which decides business execution has made a decision to change such certified public accountants, etc. (including cases where it has made a decision that it will not carry out matters pertaining to such decision) and details have been disclosed pursuant to the provisions of g. of the preceding item);
  • Change in the valuation institution for unlisted stocks, etc. (excluding cases where a body which decides business execution has made a decision to change such valuation institution (including cases where it has made a decision that it will not carry out matters pertaining to such decision) and disclosure of the details has been conducted pursuant to the provisions of h. of the preceding item);
  • An annual securities report or a semi-annual securities report to which an audit report or an interim audit report specified in Article 3, Paragraph 1 of the Cabinet Office Ordinance on Audit Certification prepared by two (2) or more certified public accountants or an audit firm is attached is not expected to be submitted to the Prime Minister, etc. within a period specified in Article 24, Paragraph 1 or Article 24-5, Paragraph 1 of the Act or has not been submitted within such period (except cases where disclosure that such reports are unlikely to be submitted within said period was conducted), was submitted after such disclosure had been made, or has received the approval of the Prime Minister, etc. related to the extension of such period;
  • Request of investors for convocation of general investors meeting
  • Where a notice of canceling an entrustment agreement of administrative works related to the investor register has been received, or administrative works related to the investor register are unlikely to be entrusted to an institution approved by the Exchange, or it has been decided that administrative works related to the investor register would not be entrusted to an institution approved by the Exchange;
  • Demand by investors for ceasing issuance of investment securities;
  • Damage arising from a disaster or damage which occurs in the course of business execution;
  • Filing of a lawsuit pertaining to property rights, issuance of a judgment on such a lawsuit by a court, or completion of such a lawsuit in whole or part without a judicial decision;
  • Filing of a petition for a provisional disposition order that seeks suspension of asset management or other disciplinary action equivalent thereto, a court hearing for such a petition, or completion of procedures in whole or part pertaining to such a petition without a judicial decision;
  • Cancellation of the registration referred to in Article 187 of the Investment Trust Act pursuant to the provision of Article 216, Paragraph 1 of the same act or other disciplinary actions equivalent thereto imposed by an administrative agency based on laws and regulations, or an accusation pertaining to violation of laws and regulations by an administrative agency;
  • Petition for commencement of bankruptcy proceedings or rehabilitation proceedings by a creditor or any entity other than said venture fund-issuing investment corporation;
  • Dishonor, etc.;
  • As a result of dishonor, etc., a petition for commencement of bankruptcy procedures, etc., or a fact equivalent to these having occurred with respect to a debtor or a main debtor with guaranteed obligations, there is a possibility of default on accounts receivable, loans, or other receivables from said debtor or on the right to obtain reimbursement against such main debtor on exercising such guarantee obligations.;
  • Suspension of trade with a main business partner (meaning a business partner specified in Article 29-2-3, Item 7 of the Enforcement Order) or suspension of trade with two or more business partners for the same reason or in the same period;
  • Exemption of obligations or extension of a repayment deadline (limited to an extension that the Exchange deems equivalent to exemption of obligations) by a creditor, or assumption or fulfillment of obligations by a third party;
  • Discovery of resources;
  • Important facts concerning administration, operations, or assets of a listed venture fund or a venture fund-issuing investment corporation pertaining to a listed venture fund, which have a remarkable impact on investors' investment decisions;
Information Related to Asset Management Company Decisions
  • Application pertaining to delisting of a venture fund to a financial instruments exchange in Japan;
  • Merger of the venture fund asset management company;
  • Petition for commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings of the venture fund asset management company;
  • Dissolution of the venture fund asset management company (excluding dissolutions by merger);
  • Discontinuation or abolishment of the business pertaining to asset management entrusted by the venture fund-issuing investment corporation;
  • Discontinuation or abolishment of whole or part of the asset management entrusted by the venture fund-issuing investment corporation;
  • Company split of the venture fund asset management company;
  • Transfer or receipt of whole or part of the business of the venture fund asset management company;
  • Changes of investment policy or risk management policy;
  • Cancellation of entrustment contract pertaining to asset management that has been concluded with the venture fund-issuing investment corporation;
  • Share exchange of the venture fund asset management company;
  • Share transfer of the venture fund asset management company;
  • Share delivery of the venture fund asset management company;
  • Commencement of new asset management based on entrustment from the venture fund-issuing investment corporation;
  • Application for authorization or approval, or notification, that the venture fund asset management company makes to an administrative agency in accordance with laws and regulations;
  • Important matters concerning administration, operations, or assets of a listed venture fund or a venture fund asset management company pertaining to a listed venture fund, which have a remarkable impact on investors' investment decisions.
Information on Occurrence of Fact Related to Asset Management Company
  • Business improvement order pursuant to the provisions of Article 51 of the Act;
  • Fact causing delisting (limited to facts pertaining to a reason referred to in Rule 1318, Paragraph 1, Item (2) of the Regulations);
  • Authorization, approval, or disciplinary actions imposed by an administrative agency based on laws and regulations, or an accusation pertaining to violation of laws and regulations by an administrative agency;
  • A change to a specified related corporation (meaning a specified related corporation prescribed in Article 166, Paragraph 5 of the Act);
  • A change to a major shareholder;
  • Filing of a lawsuit for a claim relating to property rights pertaining to management of assets entrusted by the venture fund-issuing investment corporation, issuance of a judgment on such a lawsuit, or completion of such a lawsuit in whole or part without a judicial decision;
  • Filing of a petition for a provisional disposition order that seeks suspension of asset management or other disciplinary action equivalent thereto, a court hearing for such a petition, or completion of procedures in whole or part pertaining to such a petition without a judicial decision.;
  • Petition for commencement of bankruptcy proceedings or rehabilitation proceedings filed by a creditor or any entity other than the venture fund asset management company pertaining to such listed venture fund;
  • Dishonor, etc.;
  • Petition for commencement of bankruptcy proceedings pertaining to a specified related corporation (meaning a specified related corporation prescribed in Article 166, Paragraph 5 of the Act);
  • A special controlling shareholder (where this is a corporation, the body that determines its business execution) has decided to demand the sale of shares, etc. pertaining to the venture fund asset management company, or the special controlling shareholder has decided not to demand the sale of shares, etc. pertaining to said decision (limited to cases where said decision was publicized as prescribed in Article 166, Paragraph 4 of the Act);
  • Important facts concerning administration, operations, or assets of a listed venture fund or a venture fund asset management company pertaining to a listed venture fund, which have a remarkable impact on investors' investment decisions.

Information Related to Investment Corporation Earnings

Category Details
Earnings Details Earnings Reports (Interim Earnings Reports)
Changes to forecast profits and fund distribution Where, with respect to operating revenue, ordinary profit, net income, or money distribution pertaining to a listed venture fund, a difference arises between the last published forecast value (or, where there is no such value, the published actual value for the previous business period) and either the forecast value newly calculated by the venture fund-issuing investment corporation pertaining to the listed venture fund or the results for the current business period, the details must be disclosed immediately. This applies only to differences that fall under the criteria specified in the Enforcement Rules as having a remarkable impact on investors' investment decisions.

Information Related to the Assets Under Management, etc. of Listed Venture Funds

Category Details
Information Related to Decisions
  • Transfer or acquisition of assets pertaining to assets under management, etc.;
  • Leasing or cancellation of leasing of assets pertaining to assets under management, etc.;
  • Important matters concerning assets under management, etc. which have a remarkable impact on investors' investment decisions.
Information on Occurrence
  • Where an unlisted stock, etc. is listed on a financial instruments exchange (including cases where such listing is postponed or cancelled);
  • Where a stock, etc. listed on a financial instruments exchange in Japan or a stock, etc. listed or continuously traded on a financial instruments exchange in a foreign country is delisted, or their registration is cancelled;
  • Where an issuer of unlisted stocks, etc. or unlisted stocks, etc.-related assets or an entity other than such issuer has filed a petition for commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings for an issuer of an unlisted stock, etc. or unlisted stocks, etc.-related assets, or where the Enforcement Rules specifies as a state equivalent thereto;
  • Cancellation of leasing of assets pertaining to assets under management, etc.;
  • Important facts concerning assets under management, etc., which have a remarkable impact on investors' investment decisions.

Items Concerning Assets Under Management, etc. and Net Asset Value per Unit of Listed Venture Funds

Category Details
Items Concerning Assets Under Management, and Net Asset Value per Unit of Listed Venture Funds A listed venture fund issuer, etc. shall disclose matters referred to in each of the following items concerning assets under management, etc. once every three months.
  1. Details of assets under management
  2. An overview of an issuer of an unlisted stock, etc. and unlisted stocks, etc.-related assets;
  3. The most recent state of management and the short-term management policy.
  4. Reason for holding continuously held stocks, etc. and management policy;
  5. Net Asset Value per Unit of Listed Venture Funds