| Article 43-1 |
Where any issuer sells its own call (put) warrants, public announcement shall be made on the date of the sale. The public announcement shall include the issuance terms of the call (put) warrant, numbers issued, issuing price, location of sale, period of sale, projected listing date, date of premium payment, issuance date of call (put) warrant, credit rating information of the issuer or guarantor, and other particulars required to be disclosed to protect the public and the investor.
Upon the approval of this Corporation for listing of call (put) warrants by an Issuing Company, and the approval of the Competent Authority of the Agreement for Listing, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing and the payment of the performance bond for each call (put) warrant in accordance with the regulations of this Corporation, upon the notice of this Corporation, such Issuing Company shall provide the prospectus to this Corporation for its distribution to securities firms. Further, one day prior to the listing of such securities, the Listing Company shall publicly announce information related to the listing in a daily newspaper in the locale of this Corporation, and provide two copies of such newspaper to this Corporation.
The public announcement referred to in the preceding Paragraph shall include the following particulars:
1. Reference number of Listing Agreement approval
2. Date of issuance and period of validity.
3. Detailed information on the underlying securities or a basket of underlying securities.
4. Type of call (put) warrants, volume, and total issuance price.
5. Terms of issuance (including issuance price, strike price, exercise period. Issuance of Knock-out Call Warrant (up and out with full rebate) or Knock-out Put Warrant (down and put with full rebate) shall be explained using bold lettering).
6. A description of the calculation of the issue price, including the price, strike price, term, interest rate, fluctuation rate of the underlying securities and other reference factors used in the calculation, and a table of comparison with the warrants with the same listed securities as underlying securities in the past year shall be provided.
7. Detailed information on guarantor, contents of the guaranty agreement or collateral.
8. Procedures for exercising the option, and procedures for canceling exercised call (put) warrants.
9. Planned strategy on offsetting risks.
10. Policy of the issuer on the adjustment of the strike price of call (put) warrant and other related items upon the distribution of dividends and bonuses, increase of capitalization, decrease of capitalization, stock splits and consolidations, and handling of other related matters by the Issuing Company of the underlying securities; where the issuer is not following the reference adjustment formula promulgated by this Corporation, the prospectus shall explain the matter using bold lettering.
11. Procedures for handling in the case of merger, change of trading method, suspension of trading, or de-listing of stock by the Issuing Company of the underlying securities.
12. The listing of the call (put) warrants, and procedures for handling when the stock exchange suspends trading or terminates listing.
13. Provision specifying that upon the expiration of the period of validity, in case the market price of the underlying securities is higher than the strike price of the call warrant (or the strike price of put warrant is higher than the market price of the underlying securities) and there is value in the exercise thereof, if the terms of exercise require cash settlement, then it shall be deemed that the call (put) warrant has been exercised and has given notice to that effect.
14. Provisions specifying that the issuer may not independently exchange the contracted call (put) warrant with another call (put) warrant or securities which has a longer period of validity.
15. Procedures for delivery when the holder exercises the option.
16. Provisions specifying that where the exercise of the option referred to in the preceding item is required via cash, the cash settlement amount shall be calculated on the basis of the closing price of the underlying securities on the exercise date.
17. Provisions specifying that where the issuer has failed to satisfy its obligation by tendering the underlying securities or the cash differential, the procedures for handling the securities kept in a securities central depositary enterprise as guaranty for performance.
18. Date of public announcement.
19. Address at which the public may review the prospectus.
20. Printing the following disclaimer (standard format): "The Taiwan Stock Exchange Corporation shall not be responsible for the contents of this public announcement, and expresses no opinion on its accuracy or completeness, and it is expressly stated that it shall not assume any liabilities arising out of all or a part of the contents of this public announcement or be liable for damages resulting from reliance on such contents."
21. Date of listing for call (put) warrant.
22. Other items required by this Corporation.
The approval for listing shall be revoked in case the issuer of the call (put) warrant fails to complete the sale in accordance with the procedures within ten days of the approval by this Corporation of its issuance plan, or fails to determine the date of listing with this corporation within the business days from the date of approval of the Listing Agreement by the competent authority in charge.
Before the listing of call (put) warrants by an issuer, if it is discovered that, before or subsequent to the effectiveness of the Agreement for Listing, valid facts show that any of the circumstances enumerated in Articles 8 or 9 of the Rules Governing Examination of the Listing of Warrants has occurred, this Corporation may suspend the listing of the call (put) warrants, and conduct an investigation, and report to the Competent Authority. In the event the issuer refuses the investigation of this Corporation or refuses to supply the necessary information, or it is confirmed that it is inappropriate for listing, this Corporation may, upon approval of the Competent Authority, revoke its Agreement for Listing or terminate its listing. In the event it is shown that there are no inappropriate circumstances for listing, this Corporation may, upon report to and recordation with the Competent Authority, notify the company to resume the listing process.
Within twenty days prior to the expiration of the call (put) warrant, the issuer shall publicly announce the following particulars in a daily newspaper in the locale of this Corporation, and provide two copies of such newspaper to this Corporation. Issuer of Knock-out Call (Put) Warrant may be exempt from the aforesaid provision regarding public announcement within twenty days prior to expiration of the call (put) warrant; provided that matters concerning public announcement shall be handled on the business day next to the date which is deemed as expiration date.
1. Date of expiration of call (put) warrant, last day of trading, and date of de-listing.
2. Strike price and exercise ratio.
3. Method of settlement when the holder exercises the right.
4. Process for requesting fulfillment of contract.
5. Other information required by this Corporation.
Listed call (put) warrants shall be assigned by this Corporation a code number, and an abbreviated name for uniform usage. Where any issuer sells its own call (put) warrants, public announcement shall be made on the date of the sale. The public announcement shall include the issuance terms of the call (put) warrant, numbers issued, issuing price, location of sale, period of sale, projected listing date, date of premium payment, issuance date of call (put) warrant, credit rating information of the issuer or guarantor, and other particulars required to be disclosed to protect the public and the investor.
Upon the approval of this Corporation for listing of call (put) warrants by an Issuing Company, and the approval of the Competent Authority of the Agreement for Listing, such company shall be a listed company. In addition to the payment of listing fees in accordance with the Agreement for Listing and the payment of the performance bond for each call (put) warrant in accordance with the regulations of this Corporation, upon the notice of this Corporation, such Issuing Company shall provide the prospectus to this Corporation for its distribution to securities firms. Further, one day prior to the listing of such securities, the Listing Company shall publicly announce information related to the listing in a daily newspaper in the locale of this Corporation, and provide two copies of such newspaper to this Corporation.
The public announcement referred to in the preceding Paragraph shall include the following particulars:
1. Reference number of Listing Agreement approval
2. Date of issuance and period of validity.
3. Detailed information on the underlying securities or a basket of underlying securities.
4. Type of call (put) warrants, volume, and total issuance price.
5. Terms of issuance (including issuance price, strike price, exercise period. Issuance of Knock-out Call Warrant (up and out with full rebate) or Knock-out Put Warrant (down and put with full rebate) shall be explained using bold lettering).
6. A description of the calculation of the issue price, including the price, strike price, term, interest rate, fluctuation rate of the underlying securities and other reference factors used in the calculation, and a table of comparison with the warrants with the same listed securities as underlying securities in the past year shall be provided.
7. Detailed information on guarantor, contents of the guaranty agreement or collateral.
8. Procedures for exercising the option, and procedures for canceling exercised call (put) warrants.
9. Planned strategy on offsetting risks.
10. Policy of the issuer on the adjustment of the strike price of call (put) warrant and other related items upon the distribution of dividends and bonuses, increase of capitalization, decrease of capitalization, stock splits and consolidations, and handling of other related matters by the Issuing Company of the underlying securities; where the issuer is not following the reference adjustment formula promulgated by this Corporation, the prospectus shall explain the matter using bold lettering.
11. Procedures for handling in the case of merger, change of trading method, suspension of trading, or de-listing of stock by the Issuing Company of the underlying securities.
12. The listing of the call (put) warrants, and procedures for handling when the stock exchange suspends trading or terminates listing.
13. Provision specifying that upon the expiration of the period of validity, in case the market price of the underlying securities is higher than the strike price of the call warrant (or the strike price of put warrant is higher than the market price of the underlying securities) and there is value in the exercise thereof, if the terms of exercise require cash settlement, then it shall be deemed that the call (put) warrant has been exercised and has given notice to that effect.
14. Provisions specifying that the issuer may not independently exchange the contracted call (put) warrant with another call (put) warrant or securities which has a longer period of validity.
15. Procedures for delivery when the holder exercises the option.
16. Provision |