(Provisional Translation)
June 5, 2014
Securities and Exchange Surveillance Commission
The Securities and Exchange Surveillance Commission, today, made the following recommendations to the prime minister and the commissioner of the Financial Services Agency pursuant to Article 20(1) of the Act for Establishment of the Financial Services Agency:
(1) that an administrative monetary penalty payment order be issued in regard to misstatements on material issues by SANEI ARCHITECTURE PLANNING CO.LTD., and
(2) that an administrative monetary penalty payment order be issued in regard to misstatements on material issues by a Large-Volume Holder of the shares of the company.
These recommendations are based on the findings of the disclosure statements inspection of the company, whereby the following violations of laws and ordinances were identified.
(1) SANEI ARCHITECTURE PLANNING CO. LTD. (“SANEI”)
SANEI, whose registered office is located at 2-1-11, Nishiogi-Kita, Suginami-ku, Tokyo, is a firm operating real estate businesses including selling and letting houses.
(i) SANEI submitted to the Director-General of the Kanto Local Finance Bureau its annual securities report containing false statements on material issues, as stipulated under Article 172-4(1) of the Financial Instruments and Exchange Act (FIEA), as described in the table below.
| Disclosure Document | False Statement | ||
|---|---|---|---|
| Submission date | Document | Accounting period | Content (note) |
| November 25, 2011 | Annual securities report for accounting period of the 18th business year (Annual securities report for fiscal year ended August 2011) | Account period from September 1, 2010, to August 31, 2011 | The share ownership of a large shareholder was found to be 6,840,200 shares, but was stated to be 6,554,000 shares. The shareholding ratio of the shareholder was found to be 72.32%, but was stated to be 69.29%. |
(ii) SANEI submitted to the Director-General of the Kanto Local Finance Bureau its offering disclosure documents as listed below, which contain false statements on material issues, as stipulated in Article 172-2 (1) of FIEA, through the offering based on the offering disclosure documents:
1) its securities registration statement (for public offering) incorporating the annual securities report for fiscal year ended August 2011, which contained false statements on material issues, on July 13, 2012, and had others acquire its 2,000,000 shares in the amount of 1,410,200,000 yen, through the offering based on the above-mentioned registration statement.
2) its securities registration statement (for private placement) incorporating the annual securities report for fiscal year ended August 2011, which contained false statements on material issues, on July 13, 2012, and had others acquire its 300,000 shares in the amount of 211,530,000 yen, through the offering based on the above-mentioned registration statement.
(2) A Large-Volume Holder of shares of SANEI
A Large-Volume Holder of shares of SANEI submitted to the Director-General of the Kanto Local Finance Bureau reports on such matters as the increase or decrease of holding ratio of the share by 1% or more (“Change Report”), containing false statements on material issues, as stipulated under Article 172-8 of FIEA, as described in the table below.
| NO. | Issuer | Document | Submission date | False Statement |
|---|---|---|---|---|
| 1 | SANEI ARCHITE-CTURE PLANNING CO.LTD. | Change Report No.3 | November 16, 2009 | The share ownership was found to be 18,329 shares, but was stated to be 17,900 shares. The shareholding ratio was found to be 77.94%, but was stated to be 75.70%. |
| 2 | SANEI ARCHITE-CTURE PLANNING CO.LTD. | Change Report No.4 | May 19, 2010 | The share ownership was found to be 3,481,500 shares, but was stated to be 3,350,000 shares. The shareholding ratio was found to be 74.04%, but was stated to be 70.83%. |
| 3 | SANEI ARCHITE-CTURE PLANNING CO.LTD. | Change Report No.5 | August 13, 2010 | The share ownership was found to be 3,419,200 shares, but was stated to be 3,277,000 shares. The shareholding ratio was found to be 72.72%, but was stated to be 69.29%. |
| 4 | SANEI ARCHITE-CTURE PLANNING CO.LTD. | Change Report No.6 | July 27, 2012 | The share ownership was found to be 13,540,200 shares, but was stated to be 12,946,800 shares. The shareholding ratio was found to be 72.00%, but was stated to be 68.44%. |
Pursuant to the FIEA, each amount of the administrative monetary penalties applicable to the above violations is as follows:
(1) 78,960,000 yen on SANEI
(2) 410,000 yen on a Large-Volume Holder of shares of SANEI