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Taiwan Stock Exchange Corporation Procedures for Review of Call (Put) Warrant Listings(2015.12.16) |
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These Procedures are promulgated pursuant to Article 3, paragraph 2 of the Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings.
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Review of call (put) warrant listings by the Taiwan Stock Exchange Corporation (TWSE) shall be undertaken in accordance with these Procedures except where otherwise provided in relevant laws and regulations. Where articles of law forming the basis for these review Procedures undergo amendment, reviews shall be undertaken in accordance with the amended articles.
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An issuer applying to the TWSE for recognition of qualification to issue call (put) warrants and meeting the qualifications set forth under Article 4 of the Application for TWSE Rules Governing Review of Call (Put) Warrant Listings shall, in accordance with regulations, submit the Application for Recognition of Qualification to Issue Call (Put) Warrants filled out in full along with the required documents to the personnel of the appropriate office of this Corporation for certification of receipt, whereupon they shall be distributed to the case-handling units for processing. A case handler receiving the assignment of the case shall proceed in accordance with Point 5 of these Procedures.
After receiving approval from the competent authority to issue call (put) warrants, an issuer applying to the TWSE for listing of the planned call (put) warrants issue shall, between 2:00 and 3:00 on the afternoon of the date of application, submit the application along with the required attachments to the TWSE in accordance with the preceding paragraph. After receipt of the application, case-handling personnel shall undertake review in accordance with the provisions of Point 6 of these Procedures.
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For an application for listing of call (put) warrants, the issuer's parent company only financial reports or individual financial reports, as the case may be, for the most recent 2 years, audited and attested by a CPA and approved by the issuer's board of directors and supervisors, shall be reviewed; where the date of application falls after the first 6 months of the year, the issuer submitting the application shall be requested to additionally submit the parent company only financial report or individual financial report, as the case may be, for the first half of the year, audited and attested or reviewed by a CPA. Where the issuer is a branch office of a foreign entity within ROC territory, the issuer shall submit financial reports for both the parent company and its local branch office for review purposes.
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5
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When the TWSE receives an application for recognition of qualification to issue call (put) warrants, the applicant company shall pay to TWSE a reviewing fee of NT$200,000, and the TWSE case handler shall undertake a formal review of the application documents and attachments. Rules, deadlines, and matters to be reviewed shall be as follows:
- The case handler shall ascertain that a complete set of required documents has been submitted, and that the Attachments Checklist for Application for Recognition of Qualification to Issue Call (Put) Warrants has been filled out (Attachment 1). If the documents submitted are found to be incomplete, the issuer shall be requested to supplement the required documents within a prescribed period of time; where submission is made after the deadline, the case handler shall issue notice of rejection of the application, with a copy submitted to the competent authority.
- Key points of review:
- Accountant's auditing report:
Where the issuer is a domestic company, the accounting firm certifying the financial reports for the most recent 2 years shall be an accounting firm approved by the competent authority. The auditing report shall be prepared in accordance with generally accepted accounting principles and shall state whether the report conforms to the Regulations Governing Preparation of Financial Reports by Securities Issuers or the Regulations Governing Preparation of Financial Reports by Securities Firms. Where the financial report is prepared in accordance with the Budget Act, the Auditing Act or related laws and regulations, the report shall be revised by a certified public accountant to adjust for the areas in which the report diverges from generally accepted accounting principles (GAAP). The revised financial report shall include an explanation of the areas of divergence and their effect. The aforementioned GAAP shall mean the following, as endorsed by the competent authority: International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC).
Where the issuer is a foreign entity, the financial report may be prepared in accordance with the laws and regulations of the issuer's home country. A Taiwan certified public accountant shall issue an opinion regarding the differences in accounting principles applied in Taiwan and in the issuer's home country and the resulting effects on the financial report. The equity resulting after the aforementioned adjustments shall conform to Article 4 of the TWSE Rules Governing Review of Call (Put) Warrant Listings. When an accountant issues an auditing report with anything other than an unqualified opinion, the case handler shall note the relevant factors and reasoning, and assess the degree of influence of those factors on the financial report. If there has been a change in the issuer's certifying CPA within the most recent 3 years, the case handler shall request the issuer, the original certifying CPA and its successor to submit written explanations regarding the reasons for the change. The case handler shall gain an understanding of the factors and the reasoning involved.
- Financial reports:
The case handler shall review the CPA's auditing or review report, any annotations thereto, and the section headings to determine that the form and content of the issuer's financial report conforms to regulations. The case handler shall become familiar with any unusual aspects of the report, and shall analyze any unusual factors in developing trends regarding the issuer's financial status and profitability, and fill out a Call (Put) Warrant Issuer's Financial Report Checklist (Attachment 2). Where any unusual circumstances are discovered, the CPA shall be requested to submit an additional clarification. - The Issuer's Risk Management System:
The case handler shall assess whether the issuer or its risk management institution has established a risk-management system, with risk-control computer equipment and appropriate risk-management personnel, and shall determine whether internal auditing and control systems have been established. The case handler shall assess whether there are any unusual aspects of the issuer's risk-management capabilities, and fill out a Checklist for the Call (Put) Warrant Issuer's Risk Management System and Strategies for Offsetting Foreseeable Risk (Attachment 3). - Matters in the Review Rules Requiring Withholding of Approval:
The case handler shall determine, based on the documents submitted by the issuer, whether the equity as stated in the issuer's financial report, profitability, and relevant contracts conform to the provisions of the TWSE Rules Governing Review of Call (Put) Warrant Listings, and determine whether any conditions, as listed under Article 8, paragraph 1 of those Rules, require withholding of approval. The case handler shall fill out an Approval Checklist for Application for Recognition of Qualification to Issue Call (Put) Warrants (Attachment 4). - Lawyer's Legal Opinion:
The case handler shall examine the lawyer's opinion and other related forms and documents submitted by the issuer with regard to whether the relevant approval certificates, letters of approval from the competent authorities, documents issued by the credit rating institution, and declarations submitted by the issuer and the issuer's status with respect to the circumstances under Article 8, paragraph 1 of the Rules Governing Review of Call (Put) Warrant Listings have been thoroughly reviewed, the documents have been found to be valid, and the issuer conforms to relevant laws and regulations. The case handler shall then fill out a Checklist for Lawyer's Legal Opinion on Call (Put) Warrant Issuer's Qualification (Attachment 5).
- Review Rules and Schedule:
When, after examining the relevant materials and filling out the required checklists, the case handler discovers a failure to submit all required documents or to provide complete information as required in the documents, the case handler shall request the issuer to supplement the required documents or information 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.
After receipt of the Application for Approval of Qualification for Issuance of Call (Put) Warrants, the TWSE case handler shall, within 10 business days, complete the checklists under Appendices 1 to 5 and submit them to higher levels for review, except where the issuer is required to submit further clarification or where the documents submitted are incomplete, and provided that under special circumstances, the case handler may, with written approval, extend the review period.
Where document inspection finds the application documents are complete, the issuer meets the requirements for qualification, and further review at higher levels finds the application in order, the TWSE will submit the application to the competent authority for approval along with an application assessment report and required attachments.
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After acceptance of an issuer's application for the projected issue of call (put) warrants, the TWSE case handler shall undertake a review of the documents and attachments. Procedures, deadlines, and matters to be reviewed shall be as follows:
- The case handler shall determine whether the documents submitted by the issuer are complete, and fill out a Checklist for Applications for Listing of Call (Put) Warrants (Attachment 6). Where the documents submitted are found to be incomplete, the case handler shall request the issuer to supplement the required documents or information 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.
- Key points to be reviewed:
- Call (put) warrants:
The case handler shall examine whether the issuance plan for the call (put) warrants and the underlying index or underlying securities conform to Article 10, Article 11, and Article 12, paragraph 1, subparagraph 4 of the TWSE Rules Governing Review of Call (Put) Warrant Listings, and shall fill out a Call (Put) Warrant Issuance Plan Checklist (Attachment 7), but in the case of a follow-on issue of call (put) warrants, the circumstances set out in the aforementioned Article 12, paragraph 1, subparagraph 4 need not be examined. - Financial report:
The case handler shall review the issuer's financial report for the most recent period, audited and attested or reviewed by a CPA (not required if no information has been updated), and ascertain whether it conforms to the standards of Article 4, paragraph 2, subparagraphs 1, 2 and 3 of the TWSE Rules Governing Review of Call (Put) Warrant Listings; if it does not conform to the standards of Article 4, paragraph 2, subparagraph 1 of those Rules, whether it has taken the measures set out in Article 5 of those Rules; and if it does not conform to the standard of no accumulated deficit as in Article 4, paragraph 2, subparagraph 3 of said rules, whether documentation issued by the parent company with no accumulated deficit as in the latest financial report showing its financial convenants to the issuer, or an irrevocable guaranty agreement issued by a financial institution as in Article 5 of the same rules, is furnished. - Public sale prospectus:
The case handler shall examine whether the form and content of the issuer's prospectus for public sale conforms to the Guidelines for Particulars to be Listed in the Issuer's Public Prospectus for Issuance of Call (Put) Warrants, and shall fill out a Call (Put) Warrant Public Sale Prospectus Checklist (Attachment 8), except that this provision does not apply to a follow-on issue of call (put) warrants. - Disclosure of strategy for offsetting risks:
The case handler shall examine whether the strategy put forth by the issuer for offsetting risks includes concrete provisions for all possible risks and losses associated with the given issue of call (put) warrants and the associated hedging strategies, and shall fill out a Checklist for Strategies for Offsetting Foreseeable Risks in Issues of Call (Put) Warrants (Attachment 9). - Lawyer's Legal Opinion:
The case handler shall examine the lawyer's opinion and other related forms and documents submitted by the issuer with regard to whether the terms of issuance of the call (put) warrant, guaranty agreement, guarantor information, public sale prospectus, the declarations of the issuer, and the issuer's status with respect to the circumstances under Article 12 of the Rules Governing Review of Call (Put) Warrant Listings have been thoroughly reviewed, the documents have been found to be valid, and whether the issuer conforms to relevant laws and regulations. The case handler shall then fill out a Checklist for the Lawyer's Legal Opinion on Call (Put) Warrants (Attachment 10).
- Review Rules and Schedule:
The TWSE case handler shall complete review of the issuance plan by market opening on the first business day after receipt of the application for issuance of call (put) warrants, and submit it, together with the listing agreement signed with the issuer, to the competent authority for recordation.
Following TWSE issuance of approval documents to the issuer, the TWSE shall undertake a further 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 TWSE may cancel the letter of approval and shall report the same to the competent authority.
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The issuer shall submit related materials to the TWSE in accordance with the following provisions:
- Following the TWSE's issuance of documents for approval of the issuance plan for call (put) warrants, the issuer shall enter into the TWSE designated website for information disclosure its public announcement of issuance of call (put) warrants. The issuer shall, during the period from the date of issuance to no later than 2 business days prior to the projected listing date, consult with the TWSE on the projected listing, and the projected listing date may not be later than 10 business days after the date of consultation with the TWSE. In the case of a follow-on issue of call (put) warrants, consultation with the TWSE on the projected listing need only be held on the business day preceding the projected listing date.
Before it consults with the TWSE on the projected listing, and upon the start of an extension period, the issuer shall pay a listing fee to the TWSE. Payment shall be made no later than the scheduled listing date in the event of call (put) warrants issued for capital increase.
With respect to the collection of annual listing fee, the rates for call (put) warrants under the TWSE Rate Table for Securities Listing Fees shall apply mutatis mutandis. In the case of a follow-on issue of call (put) warrants, the listing fee shall be calculated in accordance with Article 2, paragraph 5 of the Rate Table.
- After the issuer has made arrangements for the projected listing date, the TWSE shall undertake matters related to the public announcement for listing following its review of the application and related attachments. If review finds that the issue does not conform to listing requirements, the listing contract shall be voided, and the voidance reported to the competent authority for recordation.
- The issuer shall do the following with respect to any extendable callable bull contracts and extendable callable bear contracts that it issues:
- Except in special circumstances and with the approval of the TWSE, the issuer shall, 20 business days prior to expiration of the validity period of the contracts, apply with the TWSE for extension of the period of validity of the contracts, and enter the relevant matters into the TWSE-designated information reporting website.
- If on the last trading day the contracts meet the provision that requires extension of period of validity under Article 10, subparagraph 7, item 4 of the TWSE Rules Governing Review of Call (Put) Warrant Listings, the issuer shall, on such day, enter extension-related matters into the TWSE-designated information reporting website, and submit the downloaded information to the TWSE. If the contracts do not meet the extension requirement, the issuer shall on the business day following the last trading day enter the required announcement under Article 43-1, paragraph 6 of the TWSE Operating Rules into the TWSE-designated information reporting website, and submit the downloaded information to the TWSE.
- The issuer shall, on the day preceding the extension period, adjust the strike price or index and knock-out price or index for the extension period in accordance with Article 12-3 of the TWSE Rules Governing Review of Call (Put) Warrant Listings. 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 a futures trust enterprise distributes dividends on an underlying ETF or futures ETF, or if an offshore fund institution or its designated institution distributes dividends on an underlying offshore ETF or conducts other related matters.
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The TWSE case handling department for applications for call (put) warrant listings shall compile a monthly report on such applications for submission to the board of directors.
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These Procedures shall take effect after having been submitted to and approved by the competent authority. Subsequent amendments thereto shall be effected in the same manner.
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