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Relevant Laws

Title:Regulations Governing the Issuance of Call (Put) Warrants by Issuers (2016.07.08)
Article 5     To issue call (put) warrants, an issuer shall first apply to the Financial Supervisory Commission (FSC) for accreditation as a qualified issuer of call (put) warrants.
    When a domestic issuer applies to the FSC for accreditation as a qualified issuer of call (put) warrants, it shall meet the following qualifications. This provision shall not apply, however, in the case of failure to meet requirements of subparagraphs 3 to 7 if there has been concrete improvement of the circumstances and it has been accredited by the competent authority.
  1. The CPA-audited and attested financial report for the most recent period states net worth of not less than NT$3 billion and not lower than the paid-in capital. Its financial condition meets the requirements of the Regulations Governing Securities Firms.
  2. Regulatory capital adequacy ratio during the half-year period preceding the date of application was not less than 200 percent.
  3. It has not been issued a warning by the FSC under Article 66, subparagraph 1 of the Act within the last 3 months.
  4. It has not been subject to any sanction imposed by the FSC ordering dismissal of a director, supervisor, or managerial officer of the issuer, or any disposition to dismiss and replace its responsible person or other relevant personnel in the most recent half year.
  5. It has not been subject to any sanction imposed by the FSC during the most recent year involving suspension of business activities.
  6. It has not been subject to any sanction imposed by the FSC during the most recent 2 years involving voidance or revocation of any part of its permission for business.
  7. It has not been subject to any sanction imposed by the Taiwan Stock Exchange Corporation("TWSE"), Taipei Exchange ("TPEx"), or the Taiwan Futures Exchange Corporation ("TAIFEX " ) pursuant to the bylaws of those exchanges suspending or restricting its trading in the past year.
     When a foreign issuer applies to the FSC for accreditation as a qualified issuer of call (put) warrants, it shall meet the following qualifications.
  1. The CPA-audited and attested financial report for the most recent period states net worth of not less than NT$3 billion and not lower than the paid-in capital.
  2. It has a credit rating of a specific level or higher issued by a credit rating agency recognized by the FSC.
  3. It has experience in operating international call (put) warrant businesses.
  4. It has not been sanctioned by the competent authority in its home country in the preceding 2 years.
  5. The net value of its branch unit in the territory of the ROC, or branch unit established in the territory of the ROC by its directly or indirectly wholly-owned subsidiary shall reach NT$150 million, and shall meet the provisions in subparagraphs 2 to 7 of the preceding paragraph.
    If an issuer engages a foreign institution to act as a risk management institution or as a foreign issuer, it shall first obtain a consent letter from the competent authority in charge of foreign exchange.
    In order to apply to the FSC for accreditation as a qualified issuer of call (put) warrants, an issuer shall submit an Application for Accreditation as a Qualified Call (Put) Warrants Issuer furnishing all required particulars, together with duplicate copies of all other required documents, to the TWSE or TPEx. After the TWSE or TPEx examines and approves the application, the applicant shall file the examination opinion with the FSC for final review and approval.
    In carrying out final review and approval of an application for accreditation of qualifications to issue call (put) warrants as referred to in the first paragraph of this article, the FSC shall act on the basis of a financial report duly audited and attested by a certified public accountant (CPA), a licensed attorney's opinion regarding legal and regulatory compliance, credit rating information, related documents, and an examination opinion issued by the TWSE or the TPEx.