SESC Latest Topics No.102 ＜February 2025＞

Recommendation for administrative monetary penalty payment orders against a person (“Contract Negotiator”) who engaged in negotiations to enter into a contract with ALPHAX FOOD SYSTEM Co., Ltd. (“Company”) and encouraged others to trade in the Company’s shares, and against four persons for insider trading who were tipped by the Contract Negotiator or an officer (“Officer”) of the Company.

<Summary>
 The SESC recommended that the Prime Minister and the Commissioner of the FSA issue administrative monetary penalty payment orders against the Contract Negotiator and four persons (“Tippee 1,” “Tippee 2,” “Tippee 3” and “Tippee 4”) who were tipped by the Contract Negotiator or the Officer in violation of the Financial Instruments and Exchange Act.
 
 As a result of its investigation, the SESC found as follows:
(ⅰ)   the Contract Negotiator, who learned of material nonpublic information about a third-party allotment during the contract negotiations, recommended the purchase of the Company’s shares in order for two acquaintances to make profits;
(ⅱ)  Tippee 1, who was one of the two acquaintances described in (i) above, Tippee 2, and Tippee 3 were tipped by the Contract Negotiator, and then purchased the Company’s shares based on the information; and
(ⅲ)  Tippee 4 was tipped by the Officer, who learned of the information during the course of duties, and then purchased the Company’s shares based on the information.
 
 The SESC filed administrative monetary penalties in the amounts as follows:
(ⅰ)  3,620,000 yen against the Contract Negotiator;
(ⅱ)  3,550,000 yen against Tippee 1;
7,750,000 yen against Tippee 2;
20,000 yen against Tippee 3; and
(ⅲ)  170,000 yen against Tippee 4.

Recommendation for an administrative monetary penalty payment order against YAMAURA CORPORATION for making false statements in its disclosure documents.

<Summary>
 The Securities and Exchange Surveillance Commission (SESC) made a recommendation that the Prime Minister and the Commissioner of the Financial Services Agency impose an administrative monetary penalty order of 18,000,000 yen against YAMAURA CORPORATION (hereinafter, “the Company”). As a result of an inspection from a disclosure-regulation perspective, the SESC recognized that the Company made false statements in the Annual Securities Reports and Quarterly Reports that it submitted, due to improper accounting treatment by the Company's consolidated subsidiary. 

Recommendation for an administrative monetary penalty payment order against Kyokuto Co., Ltd. for making false statements in its disclosure documents.

<Summary>
 The Securities and Exchange Surveillance Commission (SESC) made a recommendation that the Prime Minister and the Commissioner of the Financial Services Agency impose an administrative monetary penalty order of 15,000,000 yen against Kyokuto Co., Ltd. (hereinafter, “the Company”). As a result of an inspection from a disclosure-regulation perspective, the SESC accordingly recognized that the Company made false statements in the Annual Securities Reports and Quarterly Reports that it submitted due to improper accounting treatment.