SESC Latest Topics No.87＜December 2022＞

Recommendation for an administrative monetary penalty payment order against a recipient of information from an employee of NAGOYA ELECTRIC WORKS CO., LTD. who committed insider trading related to shares of the Company.

<Summary>

The SESC recommended that the Prime Minister and the Commissioner of the FSA issue an administrative monetary penalty payment order of 730,000 yen against a recipient of information from an employee of NAGOYA ELECTRIC WORKS CO., LTD. (hereinafter, “the Company”).
 
Based on an inspection, the SESC determined that the recipient of information had committed insider trading by purchasing shares of the Company, using insider information, in violation of the Financial Instruments and Exchange Act.

Filing criminal charges of committing insider trading of the shares of Tohto Suisan Co., Ltd.

<Summary>
The SESC filed criminal charges against a suspected company and a suspect with the Hakodate District Public Prosecutors Office for violations of the Financial Instruments and Exchange Act (hereinafter “FIEA”) (insider trading and providing of insider information).
 
Suspect A, who, as a Senior Executive, has been virtually supervising the overall operations of a suspected company, SANJIRUSHI MIURA SUISAN CO.,LTD, which has engaged in marine product sales and trading business, etc., and was also an outside director of Tohto Suisan Co., Ltd. (hereinafter “Tohto Suisan”), the shares of which are listed on the securities market of the Tokyo Stock Exchange (hereinafter “TSE”), between around early September 2020 and around the middle of that month, came to know in the course of his/her duty a fact concerning the launch of a tender offer, which officers of Tohto Suisan came to know in the course of their duties from Godo Kaisha ASTS Holdings, to the effect that the executive decision-making body of the company had made a decision to conduct the tender offer for the shares of Tohto Suisan.

1. Suspect A purchased a total of 8,000 shares of Tohto Suisan for a total of approximately 29 million yen on the TSE under the name of the suspected company via a securities firm between around mid-September 2020 and around mid-October 2020, prior to the announcement of the fact concerning the launch of the tender offer, despite there being no applicable exemption clause under the FIEA.
2. Around early November 2020, prior to the announcement of the fact concerning the launch of the tender offer, suspect A informed his/her acquaintance of the fact concerning the launch of the tender offer in Tokyo, with the intent of enabling the acquaintance to make a profit by purchasing the shares of Tohto Suisan in advance. Based on this, the acquaintance purchased a total of 500 shares of Tohto Suisan for a total of approximately 2 million yen on the TSE via a securities firm around early November 2020, prior to the announcement of the fact concerning the launch of the tender offer, despite there being no applicable exemption clause under the FIEA.

Recommendation for an administrative monetary penalty payment order against market manipulation relating to shares of YE DIGITAL CO., Ltd and other securities.

<Summary>

The SESC recommended that the Prime Minister and the Commissioner of the FSA issue an administrative monetary penalty payment order of 5,920,000 yen against an individual investor who committed market manipulation in violation of the Financial Instruments and Exchange Act.
 
Based on an inspection, the SESC determined that the individual investor had committed market manipulation for the purpose of inducing the sale and purchase of securities through (1) pulling up the share prices of YE DIGITAL CO., Ltd. and DATASECTION Inc. higher than the last commitment value by placing purchase orders at higher prices than the last commitment value, and (2) placing purchase orders against his/her own sell orders.

Filing criminal charges of committing insider trading of the shares of Aiming Inc. （１）

<Summary>

The SESC filed criminal charges against two suspects with the Tokyo District Public Prosecutors Office for violations of the Financial Instruments and Exchange Act (hereinafter “FIEA”) (insider trading and providing of insider information).
 
1. Suspect A
Suspect A was an employee of SQUARE ENIX CO., LTD. (hereinafter “SQUARE ENIX”), and around late November 2019, came to know in the course of his/her duty one material fact concerning the operations, business, or assets of Aiming Inc. (hereinafter “Aiming”), the shares of which are listed on the securities market of the Tokyo Stock Exchange (hereinafter “TSE”), that has a significant influence on investors' investment decisions, such as the fact that development of a new game for mobile phones that Aiming and SQUARE ENIX had jointly been promoting had progressed to a stage where distribution would be expected to begin, and another material fact concerning Aiming’s business, etc. to the effect that the executive decision-making body of Aiming had made a decision to form a business alliance to jointly manage the distribution, etc. of the game.

1. Suspect A purchased a total of approximately 72,000 shares of Aiming for a total of approximately 20.8 million yen under the name of suspect A via a securities firm between around early December 2019 and around early February 2020, prior to the announcement of each material fact, despite there being no applicable exemption clause under the FIEA.
2. Around late December 2019, prior to the announcement of each material fact, suspect A informed his/her acquaintance B of each material fact, with the intent of enabling acquaintance B to make a profit by purchasing the shares of Aiming in advance. Based on this, acquaintance B purchased a total of approximately 90,000 shares of Aiming for a total of approximately 26.4 million yen under the name of acquaintance B via a securities firm between around late December 2019 and around early February 2020, prior to the announcement of each material fact, despite there being no applicable exemption clause under the FIEA.

 
2. Suspect B
Around late December 2019, suspect B was informed by acquaintance A, who was an employee of SQUARE ENIX, of one material fact concerning the operations, business, or assets of Aiming, the shares of which are listed on the securities market of the TSE, that has a significant influence on investors' investment decisions, such as the fact that development of a new game for mobile phones that Aiming and SQUARE ENIX had jointly been promoting had progressed to a stage where distribution would be expected to begin, and another material fact concerning Aiming’s business, etc. to the effect that the executive decision-making body of Aiming had made a decision to form a business alliance to jointly manage the distribution, etc. of the game, and purchased a total of approximately 90,000 shares of Aiming for a total of approximately 26.4 million yen under the name of acquaintance B via a securities firm between around late December 2019 and around early February 2020, prior to the announcement of each material fact, despite there being no applicable exemption clause under the FIEA.

Filing criminal charges of committing insider trading of the shares of Aiming Inc. （２）

<Summary>
The SESC filed a criminal charge against a suspect with the Tokyo District Public Prosecutors Office for violation of the Financial Instruments and Exchange Act (hereinafter “FIEA”) (insider trading).
 
Suspect A was an employee of SQUARE ENIX CO., LTD. (hereinafter “SQUARE ENIX”), and around late January 2020, came to know in the course of his/her duty one material fact concerning the operations, business, or assets of Aiming Inc. (hereinafter “Aiming”), the shares of which are listed on the securities market of the Tokyo Stock Exchange (hereinafter “TSE”), that has a significant influence on investors' investment decisions, such as the fact that development of a new game for mobile phones that Aiming and SQUARE ENIX had jointly been promoting had progressed to a stage where distribution would be expected to begin, and another material fact concerning Aiming’s business, etc. to the effect that the executive decision-making body of Aiming had made a decision to form a business alliance to jointly manage the distribution, etc. of the game and purchased a total of 10,000 shares of Aiming for a total of approximately 2.8 million yen under the name of suspect A via a securities firm around late January 2020, prior to the announcement of each material fact, despite there being no applicable exemption clause under the FIEA.