[Last updated: 1 January 2024, unless otherwise noted]

The TSE requires listed foreign companies as well as Japanese companies to make adequate disclosure after listing and to notify the TSE of specified matters in order to protect investors. A listed foreign company must appoint an attorney-in-fact residing in the Tokyo area and, through that person, fulfill the following continuous disclosure obligations:

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A listed foreign company whose main market is the TSE must generally appoint an "Officer Responsible for Handling Information" (ORHI) in Japan. The ORHI, who plays the role of a liaison for investors in Japan as well as for the TSE, should generally be selected from among the executives or officers who are fluent in Japanese.

For a listed foreign company whose main market is not the TSE, the TSE requests the company designate a "Corporate Information Handling Officer" in order to keep close contact with the TSE and enhance timely disclosure. A Corporate Information Handling Officer is tasked with communicating with the TSE in Japanese or English and is in charge of corporate disclosure in the home country.

Timely disclosure

As shown in the diagram above, the TSE requires a listed company to disclose immediately to the public any information that might be expected to materially affect the prices of the company's stock. The following are considered to be major items with respect to the company's business results and material corporate information that must be disclosed to the public:

• Business results (annual, interim, quarterly). These must include sales and net profit as well as a profit forecast. However, for a listed foreign company whose main market is not the TSE, the TSE will consider the legal system or similar standards in the company's home country.
• Material corporate information. These include decisions by the company regarding:
  • The issuance or public sale of stocks, convertible bonds or bonds with warrants.
  • A decrease in paid-in capital.
  • A stock split or reverse split.
  • A merger.
  • A corporate dissolution.
  • The purchase or sale of stocks or equity resulting in change in the composition of subsidiaries.
  • The change of a representative director.
  • Change of the company's trade name or corporate name.

  Material corporate information also includes the occurrence of a material fact, such as:

  • Damage caused by a natural disaster or business operations.
  • Change in the composition of major shareholders.
  • Institution of litigation or judicial decision.
  • Commencement of bankruptcy or reorganization proceedings.
  • Dishonoring of a bill of exchange or a check.
  • Change of laws and the like in the company's home country, if it would significantly influence the company's shareholders or business results, such as a restriction on transfer of stocks or the nationalization of the company.
  • A tender offer for the company's stock.
  • The occurrence of facts causing the company's delisting from its home stock exchange in the foreign country.

All disclosure documents must be prepared in Japanese.

The Japanese version of the annual report (to be sent to the beneficial shareholders in Japan) may be either a summary of the original report or a summary of the annual securities report filed with the KLFB. The semi-annual report and the like may be either a summary or the earnings digest.