Taiwan Stock Exchange - Rules & Regulations Directory

Amendments

Title:
Taiwan Stock Exchange Corporation Procedures for Review of Call (Put) Warrant Listings(2004.06.21)

6
 After acceptance of an issuer's application for the projected issue of call (put) warrants, the TSEC case handler shall undertake a review of the documents and attachments. Procedures, deadlines, and matters to be reviewed shall be as follows:
(1) 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.
(2) Key points to be reviewed:
(i) Call (put) warrants
The case handler shall examine whether the issuance plan for the call (put) warrants and the underlying securities conform to Articles 10 and 11 of the TSEC Criteria Governing Review of Call (Put) Warrant Listings, and shall fill out a Call (Put) Warrant Issuance Plan Checklist (Attachment 7).
(ii) Financial report
The case handler shall ascertain whether the materials submitted by the issuer include the financial report for the most recent period after the issuer obtained qualification, review the financial report in accordance with the provisions of Paragraph 1, Subparagraph 1 of the preceding Article, and ascertain whether it conforms to the requirements of Article 4, paragraph 2, subparagraphs 1 and 2 of the TSEC Criteria Governing Review of Call (Put) Warrant Listings.
(iii) 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).
(iv) 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).
(v) 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 Criteria 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).
(vi) Distribution of call (put) warrants
the case handler shall determine whether the distribution of call (put) warrant holders after the complete sale of the issue conforms to the standards set forth in Articles 10 and 12 of the Criteria Governing Review of Call (Put) Warrant Listings, and shall fill out a Call (Put) Warrant Holders Distribution Checklist (Attachment 11).
(3) Review Procedures and Schedule
The TSEC 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 report the same to the competent authority. The case handler shall also submit the listing agreement executed between the TSEC and the issuer to the competent authority for approval.
Following TSEC issuance of approval documents to the issuer, the TSEC 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 TSEC may cancel the letter of approval and shall report the same to the competent authority.

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