| Article 10-1 |
Any issuer selling its own call (put) warrants shall make a public announcement on the date of the sale. The public announcement shall include the issuance terms of the call (put) warrants, numbers issued, issuing price, location of sale, period of sale, projected date of commencement of OTC trading, date of premium payment, issuance date of the call (put) warrant, credit rating information of the issuer or guarantor, the required particulars as set forth in Article 8 of the GTSM Operation Guidelines Governing Liquidity Providers of Call (Put) Warrants, and other particulars required to be supplementarily disclosed to protect the public and the investor.
Upon the approval of the GTSM for OTC trading of call (put) warrants by an issuer, and the approval of the Competent Authority of the contract for trading on the OTC market, the issuer, in addition paying the OTC listing fee in accordance with the OTC trading contract, shall upon the notice of the GTSM provide the prospectus to the GTSM for distribution to securities firms. Further, two days prior to the date arranged with the GTSM for commencement of OTC trading, the issuer shall enter information related to the OTC trading into the Internet information reporting system designated by the GTSM, and deliver the downloaded material to the GTSM.
The public announcement of OTC trading referred to in the preceding paragraph shall include the following particulars:
1. Reference number of the approval of the contract for trading on the OTC market.
2. Date of issuance and period of validity.
3. Detailed information on the underlying index, underlying securities, or basket of underlying securities.
4. Type of call (put) warrants, total volume of units issued, and total issuance price.
5. Terms of issuance (including issuance price, strike price or strike index, exercise period, number of shares represented by each unit, and so forth; 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 of the underlying securities, or the underlying index, strike price or strike index, term, interest rate, fluctuation rate and other reference factors used in the calculation, and a table of comparison with warrants with the same OTC securities as underlying securities in the past year shall be provided.
7. Detailed information on guarantor, contents of the guaranty agreement, or collateral.
8. Required particulars as set forth in Article 8 of the GTSM Operation Guidelines Governing Liquidity Providers of Call (Put) Warrants
9. Procedures for exercising the option, and procedures for canceling exercised call (put) warrants.
10. Planned strategy on offsetting risks.
11. Policy of any adjustment to the strike price of call (put) warrants or the terms or conditions of other relevant matters by the issuing company of the underlying securities upon the distribution of dividends and bonuses, capital increase, capital reduction, stock splits, reverse stock splits, and any other related matters, or by the SITE upon distribution of income on the underlying ETF and any other related matters; if the issuer is not following the reference adjustment formula promulgated by the GTSM, the prospectus shall explain the matter using bold lettering.
12. Procedures for handling events of company merger or consolidation, alteration of trading method, suspension of trading, or termination of OTC trading of stock with respect to the issuing company of the underlying securities, or of suspension by the GTSM of preparation of underlying index, or of termination of OTC trading of the underlying ETF as a result of dissolution, bankruptcy, or voidance of approval with respect to the SITE.
13. The OTC trading of the call (put) warrants, and procedures for handling when the GTSM stock exchange suspends or terminates OTC trading.
14. Provision expressing intent that upon the expiration of the period of validity, in case the market price of the underlying securities or the closing index of the underlying index is higher than the strike price or the strike index of the call warrant (or the strike price or strike index of the put warrant is higher than the market price of the underlying securities or the closing index of the underlying index) and there is value in the exercise thereof, if the terms of exercise require cash settlement, then it shall be deemed that the holder has exercised the call (put) warrant and may request performance of the obligations.
15. Provisions specifying that the issuer may not independently exchange the contracted call (put) warrant with another call (put) warrant or other type of securities which has a longer period of validity.
16. Procedures for delivery when the holder exercises the warrant and requests performance of the contract.
17. Provisions specifying that where the exercise of the warrant referred to in the preceding subparagraph is required to be paid in cash, the cash settlement amount shall be calculated on the basis of the closing price of the underlying securities or the closing index of the underlying index on the exercise date.
18. Provisions specifying the procedures for handling the securities kept in a securities central depositary enterprise as guaranty for performance where the issuer has failed to satisfy its obligation by tendering the underlying securities or the cash differential.
19. Date of public announcement.
20. Address at which the public may review the prospectus.
21. Printing the following disclaimer (standard format): "The GreTai Securities Market shall not be responsible for the contents of this public announcement, and expresses no opinion on its accuracy or completeness, and expressly states that it shall not assume any liability for damage arising out of all or any part of the contents of this public announcement or resulting from reliance on such contents."
22. Date of commencement of OTC trading of the call (put) warrants.
23. Other information required by the GTSM.
The letter of approval for OTC trading shall be voided in the event the issuer of the call (put) warrants fails to determine the date of commencement of OTC trading with the GTSM within 10 business days from the date of approval of the OTC trading contract by the Competent Authority.
If it is discovered before the commencement of OTC trading of call (put) warrants by an issuer under the preceding paragraph that any of the circumstances enumerated in Articles 8 or 9 of the GreTai Securities Market Rules Governing Review of Call (Put) Warrants Traded on Over-the-Counter Markets has occurred, the GTSM may postpone the OTC trading of the call (put) warrants, and conduct an investigation, and report to the Competent Authority for recordation. In the event the issuer refuses to be investigated by the GTSM Corporation or refuses to supply necessary information, or it is confirmed that it is inappropriate for OTC trading, the GTSM may, upon approval of the Competent Authority, void its OTC trading contract or terminate its OTC trading. In the event it is confirmed that there are no inappropriate circumstances for OTC listing, the GTSM may, upon report to and recordation with the Competent Authority, notify the company to resume the process for OTC trading.
Twenty business days prior to the expiration of the call (put) warrants, the issuer shall enter the following particulars into the Internet information reporting system designated by the GTSM, and deliver the downloaded material to the GTSM. An issuer of Knock-out Call (Put) Warrants may be exempt from the aforesaid provision regarding public announcement 20 days prior to expiration of the call (put) warrants; provided, matters concerning public announcement shall be handled on the business day next following the date which is deemed the last day of trading:
1. Maturity date of the call (put) warrants, last day of trading, and date of termination of OTC trading.
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 the GTSM.
Call (put) warrants traded on the OTC market shall be assigned by the GTSM a code number, and an abbreviated name for uniform usage. |