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Listing

For venture funds, Article 1318 of the Securities Listing Regulations stipulates delisting criteria regarding qualification requirements for issuers of venture funds, liquidity of venture funds, etc., and if any of these criteria are violated, the fund will be delisted.However, if the business of an asset management company, etc. is taken over by another asset management company, etc. and certain requirements are met, it may be possible to continue listing.
If there is a possibility of delisting, the venture fund will be designated as Security Under Confirmation and this fact will be made known to the public. Even if the decision to delist is made, the venture fund will be designated as Security to Be Delisted and trading will continue for a certain period of time.
The specific delisting criteria are as follows:

Items Delisting Criteria
Investment corporation or Investment management company If the venture fund asset management company for a listed venture fund falls under any of the following a) through c), the venture fund will be delisted. However, this shall not apply if certain requirements are met.
  1. In the event that the license, authorization, or registration, etc. required for the management of the assets of the investment corporation is revoked, cancelled, or the registration is changed, and the company ceases to operate as an asset management company.
  2. If you cease to be a member of The Investment Trusts Association, Japan.
  3. If the company ceases to be a venture fund asset management company for the relevant listed company (excluding cases arising from mergers, etc.).
  4. In the event of a merger (excluding cases where the merger is solely between the venture fund asset management company for the relevant listed venture fund or between the venture fund asset management company for the relevant listed venture fund and the venture fund asset management company for another listed venture fund) in which TSE recognizes that the operational structure for the management of assets of the venture fund issuing investment corporation pertaining to the listed venture fund before the merger does not substantially continue to exist after the merger.
  5. When there is a change in the parent company of the venture fund asset management company for the said listed venture fund, and TSE recognizes that the operational structure for the management of the assets of the venture fund issuing investment corporation for the said listed venture fund before the said change occurred does not substantially continue after the said change occurs.
Security
  1. Where, on the last day of the business period of a venture fund-issuing investment corporation pertaining to a listed venture fund, the unlisted stocks, etc. investment ratio has fallen below 70%, or the specified unlisted stocks, etc. investment ratio has fallen below 50%, and then the unlisted stocks, etc. investment ratio fails to reach 70% or higher, and the specified unlisted stocks, etc. investment ratio fails to reach 50% or higher; provided, however, that the same shall not apply to the cases where the Enforcement Rules specify otherwise.。
  2. The number of listed investment units is less than 2,000 units.
  3. Trading volume for one (1) year prior to the end of December of every year is less than 60 units.
  4. An annual securities report or a semi-annual securities report to which an audit report or an interim audit report specified in Article 3, Paragraph 1 of the Cabinet Office Ordinance on Audit Certification prepared by two (2) or more certified public accountants or an audit firm is attached is not submitted to the Prime Minister, etc. within a month since a period specified in Article 24, Paragraph 1 or Article 24-5, Paragraph 1 of the Act has passed (within three (3) months in the case where such delayed submission is due to reasons not attributable to a venture fund-issuing investment corporation pertaining to a listed venture fund, such as an act of providence,);
  5. Where falling under the following a. or b.
    1. False statement is contained in an annual securities report, etc. pertaining to a listed venture fund, and the Exchange deems that it is clearly difficult to maintain order in the market if the venture fund is not delisted immediately;
    2. Concerning an audit report attached to financial statements, etc. or an interim audit report attached to interim financial statements, etc. pertaining to a listed venture fund, a certified public accountant, etc. state an "adverse opinion" or a fact that "opinions are not expressed" in an audit report (excluding cases specified by the Enforcement Ruled; hereinafter the same in this b.), or a "opinion that the interim financial statements, etc. do not provide useful information" or a fact that "opinions are not expressed" in an interim audit report, and the Exchange deems that it is clearly difficult to maintain order in the market if the venture fund is not delisted immediately;
  6. Where a listed venture fund issuer, etc. has committed a material breach of the listing agreement as specified by the Enforcement Rules, where they have committed a material breach as to matters taken on oath in the Written Oath submitted pursuant to the provisions of Rule 1304, Paragraph 1, or where an entity that should conclude a listing agreement ceases to be a party to the listing agreement; provided, however, that the same shall not apply to cases where a venture fund asset management company pertaining to a listed venture fund falls under the proviso of Item (2) of the preceding paragraph;
  7. With respect to the certificate of incorporation of a venture fund-issuing investment corporation pertaining to a listed venture fund (including a document similar thereto in case of e. (b)), any of the changes referred to in the following a. through g. shall be made:
    1. The provisions that the unlisted stocks, etc. investment ratio shall be 70% or higher, and that the specified unlisted stocks, etc. investment ratio shall, as a general rule, be 50% or higher are deleted;
    2. The provisions that assets other than unlisted stocks, etc., unlisted stocks, etc.-related assets, stocks, etc. within five (5) years after listing, continuously held stocks, etc. within five (5) years after listing or continuously held stocks, etc. for which five (5) years have passed shall be for the purpose of reducing risks, such as losses due to price fluctuations pertaining to current assets, etc. and assets under management, etc., and that those assets are limited to rights and other assets pertaining to transactions for which such reduction in such losses and other risks is objectively recognized are deleted; provided, however, that this shall not apply to cases specified by the Enforcement Rules;　
    3. Both of following provisions (a) and (b) are deleted.
      4. （ａ）Investments in a specific investment destination shall not exceed 10% of total net assets as of the time of acquisition; and
      （ｂ）For unlisted stocks, etc. or unlisted stocks, etc.-related assets, investments in a specific investment destination shall not exceed 15% of total net assets as of the time of acquisition, and for other assets, investments in a specific investment destination shall not exceed 10% of total net assets as of the time of acquisition;
    4. Both of following provisions (a) and (b) are deleted.
      5. （ａ）The provisions that borrowing of funds shall not be conducted and that investment corporation bonds shall not be offered; and
      （ｂ）The provisions in the certificate of incorporation or documents similar thereto of investment corporation regarding a management policy of ratio of interest-bearing liabilities to total assets be, in principle, 20% or less, a risk management policy for borrowing funds or issuing investment corporation bonds, and matters concerning purposes of borrowing funds or issuing investment corporation bonds, their maximum amounts and the usage of them;　
    5. Refund of investment units shall be possible upon demand from investors
    6. A business period shall be less than six (6) months
  8. In a situation where ratio of interest-bearing liabilities to total assets exceeds 20% as of the end of the business period pertaining to a venture fund-issuing investment corporation pertaining to a listed venture fund, if the ratio of interest-bearing liabilities to total assets fails to fall to or below 20% less within one (1) year;
  9. The relevant venture fund ceases to be subject to the book-entry transfer operation of the designated book-entry transfer institution;
  10. Administrative works concerning the investor register has ceased to be entrusted to the institution approved by the Exchange as prescribed in Rule 1305, Item (2), h, or has become sure to not be entrusted;
  11. Where it is revealed that a listed venture fund issuer, etc. has relationship specified by the Enforcement Rules as being subject to influence of anti-social forces, the Exchange recognizes that such fact remarkably undermines investors' confidence in market of the Exchange;
  12. Other than the preceding items, the Exchange deems that delisting of such issue is appropriate from the viewpoints of the public interest or investor protection.