| 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 GTSM 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 consent by the GTSM for GTSM trading of call (put) warrants by an issuer and the signing of the contract for trading on the GTSM, the issuer, in addition paying the GTSM listing fee in accordance with the GTSM trading contract, shall provide the prospectus to the GTSM after being so notified by the GTSM; two days prior to the date arranged with the GTSM for commencement of GTSM trading, the issuer shall enter information related to the GTSM trading into the Internet information reporting system designated by the GTSM, and deliver the downloaded material to the GTSM. The GTSM shall report the GTSM trading contract to the competent authority for recordation.
The information entered as referred to in the preceding paragraph shall include the following particulars:
1. Reference number and date of the letter of approval for trading on the GTSM.
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 capped call or put warrants or callable bear or bull contracts shall be explained using prominent lettering).
6. Calculation of the issuance price:
(1) Issuance of call (put) warrants: A description shall be given of the factors referred to in calculating the issuance price, including the price of the underlying securities or underlying index, strike price or strike index, period of validity, interest rate, volatility, and other factors, and a table shall be presented comparing them with warrants with the same GTSM listed securities as underlying securities in the past year.
(2) For the issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated as follows:
(i) The issuance price shall be calculated as: the difference between the price of the underlying security or the underlying index and the strike price or the strike index × exercise ratio ＋ financial cost.
(ii) The financial cost is calculated as: financial cost annual rate × strike price or strike index × (days to maturity ÷ 365) × exercise ratio.
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. If the underlying is a foreign security, the issuer shall adopt its own formula for adjustment.
12. Procedures for handling events of company merger or consolidation, or alteration of trading method, halting of trading, suspension of trading, or termination of trading of securities with respect to the issuing company of the underlying securities, or of suspension by the index provider of compilation of the underlying index, or of termination of GTSM trading of the underlying ETF as a result of dissolution, bankruptcy, or voidance of approval with respect to the SITE.
13. The GTSM trading of the call (put) warrants, and the procedures for handling when the GTSM stock exchange halts, suspends, or terminates trading of the warrants.
14. The definition of exercise value upon expiration of the period of validity:
(1) For call warrants with domestic securities or a domestic index as the underlying, there is exercise value if, on the given day, the simple arithmetic mean trade price of the underlying securities during the 60 minutes before market close or the simple arithmetic mean value of the underlying index during the 30 minutes before market close is higher than the strike price or strike index of the call warrant. For put warrants, there is exercise value if, on the given day, the strike price or strike index is higher than the simple arithmetic mean trade price of the underlying securities during the 60 minutes before market close or the simple arithmetic mean value of the underlying index during the 30 minutes before market close. If there is no trade price for the underlying securities during an aforesaid period, then the calculation shall be based on the most recent trade price. If the circumstance under Article 35, paragraph 4 exists, the calculation shall also incorporate the trade price or index from during the postponement period
(2) For call warrants with foreign securities or a foreign index as the underlying, there is exercise value if the most recent closing price of the underlying securities or the most recent closing value of the underlying index is higher than the strike price or strike index of the call warrant. For such put warrants, there is exercise value if the strike price or strike index is higher than the most recent closing price of the underlying securities or the most recent closing value of the underlying index.
(3) Where the terms of exercise require cash settlement, the warrant holder shall be deemed to have expressed its intention to exercise the warrant and to be entitled to request settlement.
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. If the exercise date is the expiration date of the warrants, the cash settlement amount shall be calculated on the basis of the simple arithmetic mean trade price of the underlying securities during the 60 minutes prior to market close on the given day, or the simple arithmetic mean value of the underlying index during the 30 minutes prior to market close on the given day; if there is no trade price during that period, then the calculation shall be based on the most recent trade price. If the circumstance under Article 35, paragraph 4 exists, the calculation shall also incorporate the trade price or index from during the postponement period. However, when the underlying is a foreign security or foreign index, the exercise shall be handled in accordance with the GTSM Guidelines for the Exercise of Call (Put) Warrants.
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 GTSM trading of the call (put) warrants.
23. Other information required by the GTSM.
The letter of approval for GTSM trading shall be voided in the event the issuer of the call (put) warrants fails to set a date for commencement of GTSM trading with the GTSM within 10 business days from the date of GTSM consent for GTSM trading.
If it is discovered before the commencement of GTSM 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 GTSM 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 GTSM trading, the GTSM may void its GTSM trading contract or terminate its GTSM trading and report the matter to the competent authority for recordation. In the event it is confirmed that there are no inappropriate circumstances for GTSM listing, the GTSM may notify the company to resume the process for GTSM trading and report the matter to the competent authority for recordation.
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; however, if there occur, with respect to capped call or put warrants or callable bull or bear contracts issued by the issuer, circumstances set out in the GTSM Rules Governing the Review of Call (Put) Warrants for Trading on the GTSM as circumstances under which it shall be deemed to be the last trading day, then the public announcement of the following particulars shall be made on the next business day following the date that is deemed the last trading day:
1. Maturity date of the call (put) warrants, last day of trading, and date of termination of GTSM 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 GTSM shall be assigned by the GTSM a code number, and an abbreviated name for uniform usage.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 GTSM 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 consent by the GTSM for GTSM trading of call (put) warrants by an issuer and the signing of the contract for trading on the GTSM, the issuer, in addition paying the GTSM listing fee in accordance with the GTSM trading contract, shall provide the prospectus to the GTSM after being so notified by the GTSM; two days prior to the date arranged with the GTSM for commencement of GTSM trading, the issuer shall enter information related to the GTSM trading into the Internet information reporting system designated by the GTSM, and deliver the downloaded material to the GTSM. The GTSM shall report the GTSM trading contract to the competent authority for recordation.
The information entered as referred to in the preceding paragraph shall include the following particulars:
1. Reference number and date of the letter of approval for trading on the GTSM.
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 capped call or put warrants or callable bear or bull contracts shall be explained using prominent lettering).
6. Calculation of the issuance price:
(1) Issuance of call (put) warrants: A description shall be given of the factors referred to in calculating the issuance price, including the price of the underlying securities or underlying index, strike price or strike index, period of validity, interest rate, volatility, and other factors, and a table shall be presented comparing them with warrants with the same GTSM listed securities as underlying securities in the past year.
(2) For the issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated as follows:
(i) The issuance price shall be calculated as: the difference between the price of the underlying security or the underlying index and the strike price or the strike index × exercise ratio ＋ financial cost.
(ii) The financial cost is calculated as: financial cost annual rate × strike price or strike index × (days to maturity ÷ 365) × exercise ratio.
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. If the underlying is a foreign security, the issuer shall adopt its own formula for adjustment.
12. Procedures for handling events of company me |