|
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 index, underlying securities or basket of securities.
- 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 index, 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 conditions regarding the capped call (or put) price or index caps and the fact that the date on which the closing price of the underlying security/securities or the closing index of the underlying index reaches the capped call (or put) price or index is deemed the final trading day for the warrants. The contract reaches maturity on the second following business day, and the automatic cash settlement performance method is adopted at the closing price of the underlying security/securities or the closing index of the underlying index 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 closing price of the underlying securities or the closing index of the underlying index reaches the knock-out price or index is deemed the contract's last trading day. The contract reaches maturity on the second following business day, and the automatic cash settlement performance method is adopted based on the simple arithmetic mean trade price of the underlying securities or the underlying settlement index 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 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 on the last trading day of the contracts shall be used. The aforementioned underlying settlement index shall be calculated pursuant to Article 10, subparagraph 6 of the TWSE Rules Governing Review of Call (Put) Warrant Listings.
- The method of calculating the issuance price, including the price of the underlying security or underlying index, strike price or strike index, duration of the warrants, interest rate, volatility, and other reference factors, and a comparison table showing other warrants in the preceding year with the same listed underlying security or index However, for issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated pursuant to Article 10, subparagraph 7, item 5 of the Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings.
- Detailed information on the guarantor and the guaranty agreement or collateral.
- The leverage effect and premium.
- The number of shares (or beneficial interest units, or depositary receipt units, or index 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 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 is a foreign security or index should also consider the exchange rate and other risks.
- 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.
|
|
Article 10
|
The prospectus shall list the following items related to the underlying index and underlying securities:
- If the underlying object is not an index, the company profile (if the underlying is an ETF, a futures ETF, or an offshore ETF, the name of the component companies of the fund, and the name of the tracked foreign futures index shall be indicated).
- Information on the price of the underlying securities or index (to include trading volumes, highest and lowest prices, and monthly closing prices for the most recent year; if the underlying object is an index, include the highest and lowest prices, and monthly closing indexes for the most recent year).
- If the underlying securities are stocks or depositary receipts, the condensed balance sheets and statements of comprehensive income for the underlying securities for the most recent two years.
|