May 24, 2004
Financial Services Agency

Business Improvement Administrative Order against Tokyo Stock Exchange

  1. ARDEPRO Co., Ltd. (''ARDEPRO''), which was listed on the Mothers section of the Tokyo Stock Exchange (''TSE'') on March 18, 2004, had its license for building lots and buildings transaction business revoked by the Tokyo Metropolitan Government on April 8, shortly after being listed, and was thus unable to engage in the business of selling existing apartments, which is its primary business.
  2. The following problems were identified as a result of confirming how listing examination and listing supervision was conducted by TSE with respect to ARDEPRO.
(1) As ARDEPRO is primarily engaged in the business of selling existing apartments, it needs to be licensed for building lots and buildings transaction business. When conducting the listing examination of ARDEPRO, confirmation is deemed necessary in regard to the term of validity stipulated in Article 3 of the Building Lots and Buildings Transaction Business Law (Law No.176, 1952) and whether or not there are reasons for revoking the license under the provision of Article 66 of the Law. However, no such procedures were taken during the listing examination by TSE.
(2) ARDEPRO had its license revoked on April 8, shortly after being listed on the Mothers section. Since then, it could not engage in the business of selling existing apartments, which is its primary business, until it was issued a new license on May 21. However, TSE did not take sufficient measures to inform investors of this fact.
  1. Although these acts do not violate the Securities and Exchange Law or regulations of the Tokyo Stock Exchange, they may undermine the confidence of investors. TSE's listing examination and listing supervision framework must therefore be corrected promptly.
  2. Accordingly, TSE was ordered to make the following business improvements and to report on the situation by June 18, 2004 under the provision of the first paragraph of Article 153 of the Securities and Exchange Law.
(1) In cases where a company applying for a listing is required to keep business license from a government ministry or agency to run its primary business, it is necessary to confirm the term of validity of the license and whether or not there are reasons for revoking the license, and take measures to protect investors, such as properly asking the listed company to disclose the confirmed information. TSE must review the listing examination framework and establish a framework for taking such measures.
(2) In cases where the listed company cannot run its primary business, it is necessary to take measures to alert investors, such as assigning it to the supervision post in a timely and appropriate manner. TSE must review the listing control framework and establish a framework for taking such measures.
(3) Other measures to improve the situation must also be taken as deemed necessary by TSE, in consideration of this latest problem.
  1. Others

    TSE was ordered to provide a report on the following matters regarding its responses up to this point, in addition to the status of business improvement over the issues mentioned above.
(1) A detailed account of the listing examination, regarding the forecasts for ARDEPRO's future business operations. In particular, the reasons for not confirming the term of validity of its license and that it did not correspond to reasons for revoking the license.
(2) A detailed account of TSE's responses after learning that ARDEPRO's license was revoked. In particular, the reasons why it was not assigned to the supervision post.

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