Chapter 1 General Principles |
| Article 1 | These Guidelines are adopted pursuant to Article 13 of the Regulations Governing the Issuance of Call (Put) Warrants by Issuers and Article 9 of the Taiwan Stock Exchange Corporation (TWSE) Rules Governing the Review of Warrants Listings.
|
Info |
| Article 2 | The basic principles governing the preparation of a public offering prospectus are as follows:
- All of the content recorded in a prospectus shall be detailed, truthful, and clear and unambiguous. The wording shall be concise and easy to understand, and may not contain misrepresentations, nondisclosures, or omissions.
- Information published in a prospectus shall be timely and up to date. Trades or other significant events occurring prior to printing that could influence the judgment of beneficial owners shall be disclosed.
|
|
| Article 3 | The following items shall be printed in the order below on the cover of a public offering prospectus:
- Issuing company name and seal.
- This public offering prospectus is prepared for the purpose of issuing call (put) warrants.
- The following items in summary description:
- The date of issuance and duration of the warrants.
- Detailed information on the underlying instruments or basket of instruments.
- The type of call (put) warrants, units issued, and the issue's total value. In the case of an issue of extendable callable bull contracts or extendable callable bear contracts, the type of warrant shall be annotated with the wording "extendable".
- Terms and conditions of issuance (including the issuance price, strike price or strike point, and exercise period) , provided that in the case of an issue of capped call or put warrants (or callable bull or bear contracts), the following matters shall be printed in conspicuous typeface:
- For issuance of capped call warrants or capped put warrants, the day on which the capped call (or put) price or point and the closing price of the underlying security/securities, closing index of the underlying index, or simple arithmetic mean trade price of the underlying future during the last minute before 1:30 p.m. reaches the capped call (or put) price or point is deemed the final trading day for the warrants, in which case such warrants will expire on the second following business day, requiring automatic cash settlement based upon the closing price of the underlying security/securities, closing index of the underlying index, or simple arithmetic mean trade price of the underlying futures during the last minute before 1:30 p.m. on the warrants' final trading day.
- For issuance of callable bull contracts or callable bear contracts, or callable bull or callable bear contracts whose period of validity is extendable, the day on which the capped call (or put) price or point and the closing price of the underlying securities, closing index of the underlying index, or simple arithmetic mean trade price of the underlying futures during the last minute before 1:30 p.m. reaches the knock-out price or point is deemed the contract's last trading day, in which case such warrants will expire on the second following business day, requiring automatic cash settlement based on the simple arithmetic mean trade price of the underlying securities, underlying settlement index or settlement price of the underlying futures on the first business day following the last trading day of the contract. If there is no trade price for the underlying security, the auction reference price for the opening of trading of the underlying security on the expiration date of the contract shall be used. If the trading of the underlying security or underlying future is halted or suspended on the first business day following the last trading day of the contracts or on the expiration date, the closing price of the underlying security or daily settlement price of the underlying futures on the last trading day of the contracts shall be used. The aforementioned underlying settlement index and settlement price daily settlement price of the underlying futures shall be calculated pursuant to Article 11, subparagraphs F and G, and subparagraph H, item g of the TWSE Rules Governing Review of Call (Put) Warrant Listings.
- The method of calculating the issuance price, including the price or underlying point level, strike price or strike point, duration of the warrants, interest rate, volatility of the underlying instrument, and other reference factors, and a comparison table showing other warrants in the preceding year with the same underlying instrument However, for issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated pursuant to Article 11, subparagraph H, item e of the Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings.
- The leverage effect and premium.
- The number of shares (or beneficial interest units, or depositary receipt units, or index points or futures points) represented by each issuance unit.
- The following statements shall be set off in a distinctive typeface:
- Call (put) warrants involve a high degree of risk. Purchasers should understand that call (put) warrants may have no value at maturity, and should be prepared for the possibility of losing the subscription price. Call (put) warrants whose underlying instrument is an exchange-traded fund (ETF) with foreign component securities, a futures ETF that tracks a foreign futures index, an offshore ETF, or a foreign security or index, are not subject to any price fluctuation limit. Purchasers and sellers of call (put) warrants whose underlying instrument is a foreign security or index should also consider the exchange rate and other risks. Where call (put) warrants are traded with futures as the underlying instrument, attention shall be paid to the possible price risk of the underlying futures that may arise during the period of validity from the difference in the trading hours prescribed in the respective futures contracts.
- An issuer may not use the fact of having obtained approval of qualification for issuance of call (put) warrants or TWSE approval for listing of its planned call (put) warrants issue in any promotion as proof of the matters under application or as a guarantee of the value of the call (put) warrants.
- The issuer, the issuer's responsible person, and other persons whose seal or signature appear on the prospectus bear legal liability for any misrepresentation or nondisclosure within the prospectus.
- The printing date.
|
Info |
| Article 4 | Items related to a particular issue, as follows, shall be printed in order on the inside front cover of the prospectus:
- The plan for distribution of the prospectus, information on where it will be displayed, how it will be distributed, and how it can be obtained upon request.
- The name, address, and telephone number, if any, of the call (put) warrant underwriter.
- The issuer's name, address, and telephone number.
- The name, address, and telephone number of the credit rating institution.
- The name of the attorney, and the name, address, and telephone number of his/her firm.
- The name of the CPA who certified the annual financial report for the most recent fiscal year, and the name, address and telephone number of the CPA's accounting firm.
|
Info |
| Article 5 | The back cover of the prospectus shall be signed or seal-stamped by the responsible person of the issuer. When an underwriter duly performs call (put) warrant underwriting in accordance with regulation, the underwriter and its responsible person shall sign or seal-stamp the sections of the prospectus for which they are responsible.
|
|
| Article 6 | A public offering prospectus shall include the following items:
- Details of the plan for issuance of the call (put) warrants.
- A CPA's audit opinion.
- A lawyer's opinion on the legality of the issue.
- The issuer's relevant information.
- Information on the underlying instruments or basket of instruments.
- The governing law for all disputes arising from the call (put) warrant issue shall be the law of the Republic of China.
- In the event of legal action, the Taiwan Taipei District Court shall be the court of competent jurisdiction; where arbitration is stipulated, the terms and conditions governing the arbitration shall control.
- Other important stipulations.
- Other items required by the competent authority or the TWSE.
|
Info |
| Article 7 | A public offering prospectus shall include all the content prescribed in these Guidelines and shall be published with a paginated table of contents and a summary. If required information is not available or the TWSE approves an omission, the notations "not available" or "omitted" shall be added after the respective items.
When items to be recorded in the prospectus are repeated, they need be printed in one place only, with page reference notations used in other places.
|
|