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Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings(2012.12.24) |
| Date： |
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Article 4
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Any enterprise that simultaneously operates underwriting, trading for its own account, and brokerage or intermediary services may apply for approval as a qualified issuer of call (put) warrants. Where the enterprise is a foreign institution, the board of directors shall first issue a letter of approval or an undertaking guaranteeing performance of obligations, after which an application shall be submitted to the TWSE in the foreign institution's name by its branch institution within the territory of the ROC or by a branch institution established within the territory of the ROC by a subsidiary that is directly or indirectly fully-owned. Any enterprise operated by the aforementioned subsidiary or branch institution within the ROC shall also conform to the above provisions.
An issuer applying for approval as a qualified issuer of call (put) warrants shall conform to each of the following:
- Its equity, based on the CPA audited and attested parent company only financial report or individual financial report, as the case may be, for the most recent period, shall be at least NT$3 billion; for a foreign institution or a branch institution established within the territory of the ROC by a subsidiary which is either directly or indirectly fully-owned, the parent company's equity shall be in conformance with the preceding standard and its branch entity within the ROC shall additionally have a net worth of at least NT$150 million.
- The net worth stated on the CPA audited and attested parent company only financial report or individual financial report, as the case may be, for the most recent period is not lower than the paid-in capital.
- It shall have a credit rating of a particular grade issued by a credit rating institution approved or recognized by the competent authority.
- Its regulatory capital adequacy ratio shall have been no less than 200 percent for the half-year preceding the date of application; where the issuer is a foreign institution, the same standard shall apply for its head office.
- It shall set out a strategy for offsetting foreseeable risks.
Where the issuer entrusts a foreign institution with hedging operations or where the issuer is a foreign institution, that institution shall first obtain a letter of approval from the competent authorities governing foreign exchange operations before submitting an application to the TWSE.
Where the foreign issuer is issuing through a branch institution established in the territory of the ROC by a subsidiary which is either directly or indirectly fully-owned, that branch institution in the ROC shall be designated to carry out matters related to issuance, exercise of warrant rights, and proper disclosure, and the provisions of Article 5 or Article 7, paragraph 2 of these Rules may not be applied.
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Article 5
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Where an issuer does not conform to the standards set forth in Article 1, subparagraph 1, but has equity of at least NT$1 billion, it shall execute an agreement with a financial institution which, according to both the laws of its country of registration and its own articles of incorporation, may act as a guarantor; the issuer shall, at the time of application for listing of call (put) warrants, execute an unconditional and irrevocable guaranty agreement with that guarantor institution, which will act as joint guarantor to ensure the issuer's performance of the call (put) warrants listing agreement for the given issue; however, the guarantor institution shall conform to the standards set forth in paragraph 2, subparagraphs 1 to 3, of the preceding article.
The amount of the guaranty under the guaranty agreement referred to in the preceding paragraph shall be a sum equal to at least (the total shares of the call (put) warrants issue) × (the strike price [or strike index]) × (20 percent of the multiplier).
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Article 6
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Where the issuer entrusts another institution with hedging operations, the risk management institution shall have equity of at least NT$1 billion as stated in its financial report and shall have a credit rating of a particular grade issued by a credit rating institution approved or recognized by the competent authority.
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