Japanese version
(Provisional Translation: published May 30, 2025)
January 29, 2025
Securities and Exchange Surveillance Commission

Filing a Criminal Charge of Insider Trading of Yoshimura Food Holdings K.K. Shares (1)

The SESC filed a criminal charge with the Sapporo District Public Prosecutors Office against one suspect for violation of the Financial Instruments and Exchange Act (hereinafter "FIEA") (insider trading and providing of insider information). The facts that are the subject of the criminal charge are as follows.

１．Facts That Are the Subject of the Criminal Charge

• Around mid-May 2023, the suspect, who was a representative director of YS FOODS CO.,LTD., (hereinafter "YS FOODS"), in the course of concluding or negotiating a share transfer agreement that YS FOODS had entered with Yoshimura Food Holdings K.K.(hereinafter " Yoshimura Food Holdings") whose shares are listed on the securities market established by the Tokyo Stock Exchange, Inc. (hereinafter "TSE"), came to know a material fact concerning the business or other matters of Yoshimura Food Holdings, that the executive decision-making body of Yoshimura Food Holdings had decided to acquire shares of YS FOODS involving a change of subsidiary.
   

  • (i)  Around late May 2023, before the announcement of the material fact, the suspect purchased 20,000 shares of Yoshimura Food Holdings for a total of approximately 16,220,000 yen on the TSE, etc. under the name of the suspect via a securities firm, despite no applicable exemption clause under the FIEA.

  • (ii)  By around early June 2023 at the latest, before the announcement of the material fact, the suspect provided their acquaintance A with the material fact for having Acquaintance A gain profits by having Acquaintance A purchase the shares of Yoshimura Food Holdings in advance. As a result, Acquaintance A purchased a total of 10,000 shares of Yoshimura Food Holdings for a total of approximately 8,840,000 yen on the TSE via a securities firm around mid-June 2023, before the announcement of the material facts, despite no applicable exemption clause under the FIEA.

    (iii) Around mid-July 2023, before the announcement of the material fact, the suspect provided their acquaintance B with the material fact for having Acquaintance B gain profits by having Acquaintance B purchase the shares of Yoshimura Food Holdings in advance. As a result, Acquaintance B purchased a total of 4,300 shares of Yoshimura Food Holdings for a total of approximately 4,940,000 yen on the TSE via a securities firm around mid-July 2023, before the announcement of the material facts, despite no applicable exemption clause under the FIEA.

  • (iv) Around mid-July 2023 and around mid-August 2023, before the announcement of the material fact, the suspect provided their acquaintance C with the material fact for having Acquaintance C gain profits by having Acquaintance C purchase the shares of Yoshimura Food Holdings in advance. As a result, Acquaintance C purchased a total of 3,400 shares of Yoshimura Food Holdings for a total of approximately 3,860,000 yen on the TSE, etc. via a securities firm around mid-August 2023 and around late August 2023, before the announcement of the material facts, despite no applicable exemption clause under the FIEA.

    • ２．Related Articles

      　Financial Instruments and Exchange Act
      　(i)        : Article 197-2, item (xiii); Article 166, paragraph (1), item (iv); 
                      Article 166, paragraph (2), item (i), (p); Article 28, item(ii) of the Order for Enforcement
                      of the Financial Instruments and Exchange Act
      　(ii)-(iv) : Article 197-2, item (xiv); Article 167-2, paragraph (1)

      Statutory penalty: imprisonment for not more than five years, or a fine of not more than five million yen, or both