Laws Information

法規資訊
Title: Taipei Exchange Procedures for the Review of Call (Put) Warrants
Am Date: 2018-08-09
Legislative History: Point 8 and Tables 7 and 8 of Point 6 amended per 9 August 2018 Public Announcement No. Securities-TPEx-Trading-10700215501 of the Taipei Exchange; for immediate implementation
Per 6 August 2018 Letter No. Securities-Futures-(Futures)-1070322215 of the Securities and Futures Bureau, Financial Supervisory Commission

Transaction

Amended

Article 6
After accepting a securities firm’s application for listing of a planned issue of call (put) warrants, TPEx case handlers shall undertake a review of the application and its attachments. Guidelines, procedures, and deadlines for review shall be as follows:
1. The case handler shall determine whether the issuer has submitted a complete set of documents and fill out a “Checklist for Applications for Listing of Call (Put) Warrants” (Table 6). Where the documents submitted are found to be incomplete, the case handler shall request the issuer to supplement them within a prescribed period of time. Where documents are not supplemented by the deadline, the case handler shall issue a notice of rejection of the application, with a copy submitted to the competent authority.
2. Review guidelines:
A. Call (put) warrants:
The case handler shall examine whether the issuance plan for the call (put) warrants, and the linked underlyings, conform to Article 10, Article 11, and Article 12, subparagraph 4 of the TPEx Warrant Review Rules, and fill out a “Call (Put) Warrant Issuance Plan Checklist” (Table 7), but in the case of a follow-on issue of call (put) warrants, the circumstances set out in the aforementioned Article 12, subparagraph 4 need not be examined.
B. Public prospectus:
The case handler shall examine whether the form and content of the prospectus for public sale conforms to the TPEx’s Guidelines for Particulars to be Listed in the Public Prospectus for Issuance of Call (Put) Warrants, and fill out a “Call (Put) Warrant Public Sale Prospectus Checklist” (Table 8), except that this provision does not apply to a follow-on issue of call (put) warrants.
C. Disclosure of strategy for offsetting risks:
The case handler shall examine whether the strategy put forth by the securities firm for offsetting risks includes concrete provisions for all possible risks and losses associated with the given issue of call (put) warrants, as well as associated hedging strategies, and fill out a “Checklist for Strategies for Offsetting Foreseeable Risks in Issues of Call (Put) Warrants” (Table 9).
D. Lawyer’s legal opinion:
The case handler shall examine the legal opinion and other related forms and documents submitted by the securities firm with regard to whether the terms of issuance of the call (put) warrant, public sale prospectus, the declarations of the securities firm, and the securities firm’s status with respect to whether the circumstances under Article 12 of the Warrant Review Rules have been thoroughly reviewed, the documents found valid, and the securities firm found to be in conformance with relevant laws and regulations. The case handler shall then fill out a “Checklist for the Lawyer’s Legal Opinion on Call (Put) Warrants” (Table 10).
3. Review procedures and deadline:
The TPEx case handler shall complete review of the issuance plan by market opening on the first business day after receipt of the application for listing of call (put) warrants, and submit it, together with the listing agreement executed between the TPEx and the issuer, to the competent authority for recordation.
Following issuance by the TPEx of approval documents to the securities firm, the TPEx shall undertake a re-review of the items of the issuer’s application and the related documents, and where circumstances are found during the review period requiring approval to be withheld, the TPEx may void the letter of approval, and report the same to the competent authority for recordation.

Article 8
A securities firm that issues call (put) warrants for TPEx listing shall carry out the issuance and shall submit related materials to the TPEx in accordance with the following provisions:
1. Following issuance by the TPEx of documents for approval of the issuance plan for call (put) warrants, the securities firm shall enter the announcement of sale of call (put) warrants into the TPEx-designated website for information reporting, and after approval of the listing by the TPEx, the securities firm shall, at least 2 business days prior to the projected listing date, consult with the TPEx on matters related to the projected listing. The projected listing date may not be later than 10 business days after the date of consultation with the TPEx. In the case of a follow-on issue of call (put) warrants, the securities firm shall, at least 1 business day prior to the projected listing date, carry out the aforesaid consultation with the TPEx on matters related to the projected listing.
Prior to completion of all necessary arrangements for listing with the TPEx and upon the commencement of an extension period, the issuer shall pay the listing fee to the TPEx. In the case of a follow-on issue of call (put) warrants, the issuer shall pay the listing fee no later than the projected listing date.
Listing fees shall be determined by the application of the provisions for fee rates under the TPEx’s Fee Rate Standards for TPEx Listing of Securities.
2. After the securities firm has made arrangements for the projected listing date, the TPEx shall immediately review its application form and related attachments and carry out public announcement of TPEx listing. If verification shows the issue does not meet listing terms and conditions, the listing agreement shall immediately be voided, and its voidance reported by letter to the competent authority for recordation.
3.The issuer shall do the following with respect to an extendable callable bull contracts or extendable callable bear contracts that it issues:
A. Unless the quantity of outstanding units is less than 100,000 units, or special circumstances exist and the approval of the TPEx has been obtained, the issuer shall, 20 business days prior to the expiration of the period of validity of warrants, apply with the TPEx to extend the period of validity of the warrants and input the relevant information on the TPEx-designated information reporting website.
B. If on the last trading day the warrants meet the criteria for the required extension of validity under Article 11, paragraph 1, subparagraph 8, item D of the TPEx Warrant Review Rules, the issuer shall on such day input the relevant matters on the TPEx-designated information reporting website, and submit the downloaded information to the TPEx. If the criteria for validity extension are not met, the issuer shall on the business day following the last trading day input the information on the TPEx-designated information reporting website pursuant to Article 10-1, paragraph 6 of the TPEx Warrant Review Rules, and submit the downloaded information to the TPEx.
C. The issuer shall, on the day preceding the extension period, adjust the strike price or point and knock-out price or point for the extension period in accordance with Article 12-3 of the TPEx Warrant Review Rules. During the extension period, the above-mentioned strike price and knock-out price shall be adjusted accordingly if the issuing company of the underlying securities distributes dividends or bonuses, increases or decreases capital, or undergoes a stock split, merger or consolidation, or conducts other related matters, or if a securities investment trust enterprise or futures trust enterprise distributes dividends on an underlying ETF or conducts other related matters.