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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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