Taiwan Stock Exchange - Rules & Regulations Directory

Article NO. Content

Title:

Taiwan Stock Exchange Corporation Guidelines Governing the Particulars to be Recorded in a Public Offering Prospectus for Call (Put) Warrants 

Amended Date: 2018.02.14 
Categories: Primary Market > Review
Article 8
    The issuance plan shall list the following items:
  1. The date of issuance and duration of the warrants.
  2. Detailed information on the underlying instruments or basket of instruments. If the underlying instrument is a domestic stock for which the CPA audited or reviewed financial report of the issuer of said stock for the most recent period shows losses, a statement of the reason for issuing warrants on the underlying instrument, if the underlying instrument is a foreign stock or depositary receipt, a statement on the status of their liquidity; if the underlying instrument is a future, a statement of name and delivery month of the futures contract.
  3. The type of call (put) warrant, units issued, and total value of the issue. 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".
  4. Terms and conditions of issuance, including issuance price, strike price or strike point, exercise period, and the number of shares (or beneficial interest units, or depositary receipt units, or index points or futures points) etc. represented by each issuance unit. In the case of extendable callable bull or bear contracts, the information set forth in Article 11, subparagraph H, item d of the TWSE Rules Governing Review of Call (Put) Warrant Listings shall be stated.
  5. The method of calculating the issuance price, including the price or point of the underlying instrument, strike price or strike point, 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 underlying instrument. However, for issuance of callable bull contracts or callable bear contracts, the issuance price shall be calculated pursuant to the provisions under Article 11, subparagraph H of the TWSE Rules Governing Review of Call (Put) Warrant Listings.
  6. Issuance of capped call or put warrants (or callable bull or bear contracts) shall, conform to the provisions of the preceding five subparagraphs and, in addition, the cap or knock-out price or point shall be specified, and matters prescribed in Article 11, subparagraph H, item f of the TWSE Rules Governing Review of Call (Put) Warrant Listings shall be stated in a prominent typeface. In the case of extendable contracts, the matters required for extension under Article 7, subparagraph C of the TWSE Procedures for Review of Call (Put) Warrant Listings shall be included.
    1. For a capped call warrant or capped put warrant:
      1. "The capped call (or put) price or index" and "the day on which the closing price of the underlying securities or the closing index of the underlying index reaches the capped call (or put) price or index is deemed the warrant's last trading day; such warrants reach maturity on the second business day thereafter, and the automatic cash settlement performance method is adopted based on the closing price of the underlying securities or the closing index of the underlying index on the last trading day of the warrant" shall be printed in conspicuous typeface.
      2. The capped call price or index level shall be set at no less than 150 percent of the strike price or strike index; the capped put price or index level shall be set at no more than 50 percent of the strike price or strike index.
    2. For a callable bull contract or callable bear contract, or a callable bull/bear contract whose period of validity may be extended:
      1. "The knock-out price or index level" and "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. Such contract reaches maturity on the second business day thereafter, 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 contracts shall be used. If the trading of underlying security is halted or suspended on the first business day following the last trading day of the contracts or on the expiry 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 in accordance with Article 10, subparagraph 6 of the TWSE Rules Governing Review of Call (Put) Warrant Listings" shall be printed in conspicuous typeface.
      2. The bull/bear contract knock-out price or index level shall be set within a range between the closing price of the underlying securities or the closing index of the underlying index and the strike price or the strike index (inclusive thereof), and the bull contract or index knock-out price or index level shall be set at no more than 90 percent of the closing price of the underlying securities or the closing index of the underlying index, or the bear contract or index knock-out price or index level shall be set at no less than 110 percent of the closing price of the underlying securities or the closing index of the underlying index. For callable bull/bear contracts whose period of validity may be extended, the bull contract or index knock-out price or index level shall be set at no more than 70 percent of the closing price of the underlying securities or the closing index of the underlying index, or the bear contract or index knock-out price or index level shall be set at no less than 130 percent of the closing price of the underlying securities or the closing index of the underlying index.
      3. The issuer shall also specify that in the event that any of the terms of issuance is re-set, any adjustment to the bull/bear contract strike price and knock-out price, or to the bull/bear contract strike index and knock-out index level, shall take effect from the first day of TWSE listing, and the price or index level thereof shall still be required to conform with the requirements set out above. For callable bull/bear contracts whose period of validity may be extended, the issuer shall specify the matters to be conducted under Article 7, subparagraph 3 of the TWSE Procedures for Review of Call (Put) Warrant Listings.
  7. The required particulars as specified in Article 8 of the TWSE Operating Rules Governing Liquidity Providers for Call (Put) Warrants.
  8. Procedures for exercising the warrants, and the terms requiring cancellation of call (put) warrants when surrendered for exercise.
  9. Procedures for exercise/delivery when the warrant holder exercises the option. When the issuer may opt for cash settlement of call warrants to be paid in securities, or when the warrant holder may opt for cash settlement of put warrants to be paid in securities, the conditions shall be set off in a distinctive typeface.
  10. Strategies for offsetting foreseeable risks.
  11. Stipulations regarding adjustment of the strike price of the call (put) warrants and related matters due to distributions of dividends or bonuses, increases or decreases in capital, stock splits or consolidations, or other related action by the issuer of the underlying securities, or the distribution of dividends or other related action on the underlying ETF by the securities investment trust enterprise (SITE), on the underlying futures ETF by the futures trust enterprise, or on the underlying offshore ETF by the offshore fund manager or its designated institution. If the issuer's adjustments are not made according to the TWSE reference formula (see attachment), that fact shall be noted in a distinctive typeface in the public offering prospectus. If the underlying instrument is a foreign security, the issuer shall adopt its own formula for adjustment.
  12. The methods for handling a merger by the issuer of the underlying securities, alteration of the trading method, halt of trading, suspension of trading, or de-listing of the stock, or the de-listing of the ETF or futures ETF as a result of dissolution or bankruptcy of the SITE or futures trust enterprise or a voidance of the approval, or the announcement of delisting by the TWSE of the beneficial certificates, fund shares, or investment units of an underlying offshore ETF, or the discontinuation, by the provider of the underlying index, of compilation of the index, or a halt of trading, suspension of trading, or delisting imposed by the TAIFEX on the underlying future.
  13. The methods for handling the listing of the call (put) warrants or the de-listing, suspension of sale, or halt of trading of the warrants by the stock exchange.
  14. Clarification regarding whether or not there are plans for a reverse issue of call (put) warrants against the same underlying instrument within the coming three months.
  15. Source of data and method of disclosure for the halt of trading, suspension of trading, or delisting, of foreign underlying securities by the securities exchange on which the security is traded, or for the suspension of compilation of the underlying foreign index as announced by the index provider.
  16. Other items required by the competent authority or the TWSE.

Interpretation:

Relevant Laws:

Data Source:Taiwan Stock Exchange - Rules & Regulations Directory
twse-regulation.twse.com.tw