Practical Manual for Creating 'Issuer Information' - TOKYO PRO Market Listing Preparation Edition (For Non-Consolidated SMEs)

"Where do I even start writing 'Issuer Information'?"
While preparing for a listing on the TOKYO PRO Market (hereinafter referred to as TPM), one of the most challenging tasks was creating the 'Issuer Information'.

Unlike the securities reports for general markets, while the TPM Issuer Information offers flexibility in terms of format, the reality is that know-how for its creation has not yet been sufficiently accumulated in the world. I myself started from the level of "What is an issuer?".

Since Now Village has a relatively new business model of marketing support, it was a series of trial and error from scratch regarding industry-specific expressions and disclosure content. After creating the draft in-house, we repeatedly coordinated with our J-Adviser (Phillip Securities) and our audit firm (Cosmos Audit Corporation), and it was finally completed after more than a dozen revisions. I am sincerely grateful to both companies for being extremely thorough and sincere every time, and for taking our requests seriously, even down to the fine-tuning of expressions.

In this note, I will organize and introduce the practical know-how, key points for creation, and precautions that should be kept in mind, all of which I gained during that creation process.

1. What is Issuer Information?

Issuer Information is a document created and disclosed by companies listing on the TPM, and it is a document like an "instruction manual for the company" compiled so that professional investors can deeply understand the company's situation.

Differences from Securities Reports

Issuer Information is similar to the securities reports created by companies listed on general markets, but there are major differences in its content and purpose.

• Issuer Information
  Due to its nature as being for professional investors, the TPM has relatively high flexibility, and it has a role closer to a "communication tool with investors" that more actively promotes the company's characteristics and business strategies.

• Securities Report (General Market)
  This discloses the company's management and financial situation in detail and objectively in strict accordance with laws and regulations, and has a strong nature as "strict statutory information aimed at investor protection".

TPM's Feature: "Principle-Based"

The TPM adopts a "principle-based" approach. This is a way of thinking that emphasizes substantial and meaningful information disclosure according to the actual situation of the company rather than formal document creation.

Therefore, rather than simply stating that competition is fierce, specificity is required, such as "what specific countermeasures is the company taking?" It is necessary to select and disclose appropriate information according to the industry and business environment.

2. Composition List of Issuer Information (Overall Picture)

There is a set format for Issuer Information, and all companies create it in accordance with this. It is necessary to comprehensively describe everything from basic information, business content, financial situation, governance, to shareholder composition.

The number of items may feel large, but depending on the company, there are items that will be "not applicable." Since Now Village also had a short company history and a single business, there were many items that were "not applicable."

[Cover]

・Publication date, company name, representative name, location, information on the J-Adviser in charge
・Important notes for investors (risk explanations, etc.)

Part 1 [Corporate Information]

Section 1 [Overview of Laws and Regulations in the Home Country]
Normally, Japanese companies do not need to describe this. (It is unlikely to be a subject for description)

Part 2 [Overview of the Company]
1 [Trends in Major Management Indicators, etc.]
└ List major financial indicators such as sales, profits, and assets for the most recent years.
2 [History]
└ Briefly describe major events and business turning points from founding to the present.
3 [Business Content]
└ Explain specifically what kind of business is conducted and how it is developed.
4 [Status of Affiliated Companies]
└ Describe the overview and relationships of parent companies, subsidiaries, and affiliates.
5 [Status of Employees]
└ Describe the number of employees, employment status, and the presence and structure of labor unions.

Part 3 [Business Status]
1 [Overview of Business Performance, etc.]
└ Analytically explain the reasons for fluctuations in the latest business performance.
2 [Status of Production, Orders Received, and Sales]
└ Describe the current status of the business using specific figures such as production volume and order status.
3 [Issues to be Addressed]
└ Clarify the important issues for corporate growth recognized by the management team.
4 [Risks of Business, etc.]
└ Comprehensively describe specific risks that may affect investment decisions.
5 [Important Contracts, etc. in Business]
└ Describe important contracts (license agreements, partnership agreements, etc.) that significantly affect business performance.
6 [Research and Development Activities]
└ Describe the content, results, and investment amounts of research and development efforts.
7 [Analysis of Financial Position, Operating Results, and Cash Flow Status]
└ Explain the analysis of financial position and cash flow from the perspective of management.

Part 4 [Status of Facilities]
1 [Overview of Capital Investment, etc.]
└ Describe the content, purpose, and amount of capital investment.
2 [Status of Major Facilities]
└ List major facilities such as factories and sales offices.
3 [Plans for New Construction, Retirement, etc. of Facilities]
└ Clarify plans for future new construction or retirement of facilities.

Part 5 [Status of the Issuer]
1 [Status of Shares, etc.]
└ Describe information such as the number of issued shares and share types.
2 [Status of Acquisition of Treasury Shares, etc.]
└ Describe the status of treasury share acquisitions and stock acquisition rights.
3 [Dividend Policy]
└ Explain the dividend policy and past dividend track record.
4 [Trends in Stock Price]
└ Describe the stock price trend after listing. (Not applicable before listing)
5 [Status of Officers]
└ List the names, backgrounds, compensation, and number of shares owned by officers.
6 [Status of Corporate Governance, etc.]
└ Explain the governance structure, compensation to audit firms, and audit content.

Part 6 [Accounting Status]
Post financial statements (balance sheet, income statement, cash flow statement), accounting policies, and important notes.

Part 7 [Trends in Foreign Exchange Rates]
Generally, this is not required for Japanese companies.

Part 8 [Overview of Share-related Administration of the Issuer]
Explain the management method of the shareholder register and the overview of share-related administration.

Part 2 [Special Information]

Part 1 [Consent of External Experts]
Post consent letters from external experts such as audit firms and lawyers.

Part 3 [Matters Concerning Securities Other Than the Subject Securities]

Describe corporate bonds, stock options, etc., but in many cases, this is not applicable.

Part 4 [Stock Offering Information]

Part 1 [Status of Movement of Shares, etc. of Special Interested Parties, etc.]
└ Describe the status of share movements of special interested parties.
Part 2 [Overview of Third-Party Allotment, etc.]
└ Describe the status of third-party allotments.
Part 3 [Status of Shareholders]
└ List current shareholders.

Schedule for Creating Issuer Information and Key Points for Advance Preparation

Timing to Start Work (Schedule Guidelines)

Ideally, we recommend starting the creation of issuer information 4 to 6 months before applying for listing. This is not only because document creation takes time, but also because it is necessary to proceed in parallel with other important tasks such as financial audits, business plan formulation, and governance development.

Also, unexpected issues frequently arise during the process of creating issuer information. For example, the need to build a new governance structure may arise while organizing risk information, or the need for organizational restructuring may emerge while considering business descriptions. Since such issues have a chain reaction effect on other listing preparation tasks, it is important to secure sufficient time.

Even for Now Village, which had relatively simple content, there were detailed corrections and confirmations until the end, and it was completed at the very last minute before publication.

Thorough Research of Other Companies' Cases

In the preparation stage of creating issuer information, checking and analyzing other companies' cases is important. It is effective to analyze the issuer information of at least 10 to 20 companies in similar industries or of similar size and learn their description methods and expressions.

How to Conduct Effective Case Studies

Researching Companies with Similar Business Models
Focus on confirming how business descriptions are expressed, the content of risk information, and perspectives on competitive analysis. You can obtain concrete reference information, such as how to clearly explain your company's business characteristics and how to express industry-specific risks.

Case Studies of Recently Listed Companies
This is particularly important for grasping the latest disclosure trends and methods of expression. You can check the content that reflects changes in regulations and the interests of investors.

In case studies, it is important not only to analyze excellent expressions but also to analyze unclear descriptions or expressions that have room for improvement, and to use them as references when creating your own documents.

Systematic Identification and Preparation of Necessary Documents

Creating issuer information requires collecting a wide range of documents from various internal departments.Creating a document collection list in advance and organizing it by department and priorityenables efficient preparation.

Finance-Related Documents
Based on three years of financial statements, documents showing details of the financial situation, such as monthly trial balances, cash flow plans, budget-versus-actual comparison tables, and segment-based revenue data, are required. These are not just for recording numerical values, but areused as a basis for analyzing fluctuation factors and future prospects. You also need to prepare documents explaining the history of changes in accounting policies and details of accounting treatments.

Legal-Related Documents
Documents such as certified copies of the corporate register, articles of incorporation, important contracts, minutes of shareholders' meetings, and minutes of board of directors' meetings are required ascomprehensive documents showing the company's legal foundation. In particular, past important decision-making processes and contract details are important elements in explaining business content and describing risk information, so comprehensive collection is necessary.

Business-Related Documents
Documents such as organizational charts, service description materials, market analysis data, competitive analysis materials, and customer trend analysis are required asdocuments that concretely show the reality of the business and competitive advantage. In the [Business Content] section, many items used from company introduction materials and sales materials were used, and the text was created while revising them for disclosure documents.

Ensuring Management Commitment

Issuer information contains many contents based on the judgment and responsibility of the management team, such as management policies, strategic direction, and future prospects. Therefore, it is essential to establish a system where the management team is actively involved and can conduct regular reviews and decision-making.Setting up a monthly management review meetingensures sufficient discussion and an approval process for important descriptive content.

Strategic Collaboration with External Experts

In improving the quality of issuer information,close collaboration with external expertswas the key. It is important to clarify the role of each expert and build an effective collaborative system.

Collaboration with J-Adviser
The J-Adviser plays a central role in guidance on expression and confirmation of structure.They provide concrete advice based on their extensive experience regarding appropriate methods of expression from an investor's perspective and a structure that is easy for the reader to understand. Continuous consultation from an early stage can avoid major revisions.

Collaboration with Audit Firms
Audit firms play an important role in confirming the accuracy of financial information.By receiving professional confirmation regarding the consistency of financial figures and the appropriateness of finance-related descriptions, you can significantly improve reliability for investors.

Cooperation with Law Firms
Legal experts are indispensable forconfirming the validity of the content from a legal perspective, such as contractual relationships, legal risks, and compliance systems. Appropriate legal disclosure can minimize risks after listing.

3. Content and Points of Caution for Key Points

When creating issuer information for listing preparation, it is important not only to simply list each item but to structure it as useful information. Referring to Now Village's actual issuer information, I will explain the specific methods of description and points of caution for key points.

History: Conveying the Company's Growth Story Attractively

The history is not just a chronology, but an important item that conveys what kind of thoughts and strategies the company has used to grow. In the case of Now Village, since the period since its founding was short, many events could not be recorded, butinitiatives that enhance reliability, such as 'HubSpot Solutions Partner Certification' and 'Privacy Mark Acquisition,' were recorded as elements showing strategic growth.

Since this is a section with a relatively high degree of freedom, it is possible to convey the points your company wants to emphasize with a narrative, while still covering important facts.

Business Description: Organizing complex business models clearly with charts and diagrams

When explaining the business description, it is important not to end with a simple service introduction, but to clarify the specific value gained by customers and the issues being solved. At Now Village, we organized our main services such as 'Consulting,' 'Advertising Operation Agency,' and 'Web-related Production.' We reviewed various materials such as our corporate website, company introduction materials, sales materials, and recruitment materials, and after adjusting and organizing their contents, we used charts and business system diagrams to explain them clearly and visually.

By using charts and diagrams effectively, even complex business models can be understood intuitively. It is also important to keep technical jargon to a minimum and strive for expressions that can be understood by those without industry knowledge.

Issues to be Addressed: Presented as a concrete growth strategy

Through repeated discussions with the management team toward listing, we clearly organized the issues that the company needs to resolve. At Now Village, we set five growth strategies: 'Strengthening customer acquisition,' 'Expanding customer support content,' 'Improving operational productivity,' 'Recruiting and developing excellent human resources,' and 'Strengthening internal control systems and corporate governance.'

We decided on specific measures for each issue; for example, for 'Strengthening customer acquisition,' we have set forth clear measures such as 'Appointing a dedicated marketing person,' 'Organizing the sales team,' and 'Conducting sales training.'

By not only clearly recognizing issues but also showing the path of how to solve them and lead to growth, you can concretely convey your company's future potential.

Business Risks: Comprehensive disclosure that balances sincerity and countermeasures

At Now Village, we carefully discussed possible risks for the company between management and the field, and set 14 risk items. We extracted risks from various perspectives, such as 'Economic trends,' 'Increased competition,' 'Human resource recruitment and development,' 'Dependence on specific individuals,' 'System troubles,' and 'Seasonal fluctuations in performance.'

What is important in describing risks is not just listing them, but showing specific mitigation measures or countermeasures for each risk as a set.

For example, for the risk that 'customer advertising expenses may be reduced due to economic downturn,' we have included specific measures such as 'expanding services that are highly necessary for customers and less susceptible to economic conditions, and maintaining competitive advantages.'

By clearly recognizing risks and conveying them sincerely and concretely, you can enhance your company's credibility. Furthermore, it is also important to consider allowing readers to grasp the situation more accurately by clearly distinguishing and disclosing temporary risks from long-term and structural risks.

Financial Information: Ensuring transparency through detailed explanation of fluctuation factors

In disclosing financial information, it is important not only to list the figures but also to clearly indicate theirfluctuation factors and background.

At Now Village, we carefully confirmed the causes and circumstances of increases or decreases in sales and profits with the management team, and recorded them by distinguishing whether they were temporary or permanent. This clarifies the reasons for performance fluctuations and allows for an appropriate evaluation of the company's actual earning power.

Also, regarding cash flow, we clearly state the main fluctuation factors for each item: operating activities, investing activities, and financing activities. By explaining why each item fluctuated and how that fluctuation will affect the company's future cash management and financial soundness, we enhance transparency as a company, which leads to gaining understanding and trust.

Governance: Demonstrating ingenuity unique to small-scale companies

In the 'Status of Corporate Governance, etc.' section of the Issuer Information, it is important todescribe a realistic and effective governance system based on the actual situation of your company.

At Now Village, in order to build the check-and-balance functions and internal control mechanisms required of a listed company, we first organized initiatives according to our current organizational structure and scale. For example, even with limited personnel, we have adopted a 'cross-audit method' that enhances monitoring functions by having the business department and the administrative department check each other.

Furthermore, when writing, it is also effective to clearly state the collaborative system with external experts such as audit firms and legal counsel, appealing that you are utilizing not only internal systems but also external expertise.

As a point of caution, while your current governance system does not necessarily need to be perfect, it is important to demonstrate a continuous attitude toward how you will improve and strengthen it as you grow. Additionally, by describing your proactive approach to information disclosure and the enrichment of communication with shareholders, it is important to convey your stance of aiming for highly transparent corporate management.

4. Key Points for Creating Issuer Information

Create all items comprehensively at once

It is recommended to try writing down all items comprehensively from the start without cutting any out. It is important to create them once, even for items that seem 'not applicable' or 'not required,' in order to grasp the overall picture. At Now Village, we also initially created all items and then refined and corrected them after grasping the overall picture.

Thoroughly check the consistency of financial information

There is a wide variety of items related to financial status. It is necessary to thoroughly check for consistency with various documents such as financial statements, financial plans, and sales plans. At Now Village, we experienced major correction work arising from small inconsistencies, so we implemented regular, detailed checks.

Utilize on-site interviews to identify risks

Interviews with the front lines are essential for risk information. By collecting specific examples and potential issues not only from management but also from on-site staff, it is possible to identify more substantive risk items. At Now Village, we collected realistic risk examples from each department and ultimately set 14 specific risks.

Strictly manage document version control

Managing document revision history is extremely important. In the file names, we included not only the date of creation but also the specific time. This allows us to immediately identify the latest version at all times and clearly leave behind the reasons and history of past revisions. At Now Village, we also used cloud-based document management and thoroughly implemented version control.

While utilizing AI, always perform a final check with human eyes

While utilizing AI for drafting is effective for efficiency, the content generated by AI must always be carefully checked and corrected by human eyes. At Now Village, we also utilized AI to polish text and confirm consistency, aiming for as much efficiency as possible.

Thoroughly manage the review schedule in advance

Delays in management reviews affect the overall schedule. Clearly organize the items to be reviewed and secure review dates with management early on with plenty of time. At Now Village, we devised ways to present specific drafts in advance so that management could proceed with reviews after clearly understanding the key points.

5. Conclusion

I believe that creating issuer information is not just paperwork, but the work of “putting the company into words.”

To do this, a deep understanding of your own company is required above all else. A process of listening to many employees and stakeholders and re-organizing the company's strengths and challenges is required. In fact, as I proceeded with the creation, my own understanding of our company deepened significantly.

There are certain standards for creating issuer information, but there are many cases where interpretations differ in practice. In such situations, it is important not to rely on your own judgment but to always consult with reliable experts such as your J-Adviser or audit firm. At Now Village, we also consulted with many people to proceed with the creation of our issuer information.

I hope this note will be a support to everyone working on creating issuer information.

If you found this article helpful, please 'like' or follow me.
I will continue to share information regarding TPM listings.
I also welcome practical consultations and brainstorming sessions regarding TPM listings, so please feel free to contact me!

This note is based on the actual experience of Now Village Inc.'s TPM listing (listed in April 2025). (The content is based on information as of April 2025.) Additionally, since the necessary actions vary depending on company size and industry, please be sure to consult with experts and proceed in a way that is suitable for your company.