Execution Version
PRICING SUPPLEMENT
Pricing Supplement dated 3 August 2017
J.P. Morgan Structured Products B.V.
Structured Products Programme for the issuance of Notes, Warrants and Certificates
Guaranteed by
JPMorgan Chase Bank, N.A.
TWD 300,000,000 Synthetic Convertible Notes linked to a Basket of Shares, due July 2020 (the "Notes" or the "Securities")
The offering circular dated 26 April 2017 and the Supplement(s) to the offering circular listed in the Annex hereto (as so supplemented, the "Offering Circular") (as completed and (if applicable) amended by this Pricing Supplement) have been prepared on the basis that any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. Accordingly any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
The Securities will not be offered, sold or otherwise distributed in or from Switzerland and neither this Pricing Supplement nor any other document relating to the Securities may be distributed in or from Switzerland in connection with any such offering or distribution, except to individually selected qualified investors within the meaning of, and in accordance with, the Swiss Federal Act on Collective Investment Schemes.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should review the most recent restatement (if any) of the Offering Circular and each supplement thereafter up to (and including) the date of purchase to ensure that you have the most up to date information on the Issuer and (if applicable) the Guarantor on which to base your investment decision (note that the terms and conditions of the Securities will remain as described in this Pricing Supplement and the version of the Offering Circular described above, subject to any amendments notified to Holders). Each supplement and restatement (if any) to the Offering Circular can be found on (www.bourse.lu) and (www.ise.ie).
RISK FACTORS
Purchase of these Securities involves substantial risks
Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the Issuer, the Guarantor or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their own circumstances, investment objectives, tax position and financial condition. Investors should consider carefully all the information set forth in this Pricing Supplement along with all the information set forth
- 1 - in the Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering Circular (pages 27 to 88 inclusive).
Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to supervision by the Swiss Financial Market Supervisory Authority FINMA.
None of the Securities constitutes a participation in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval, registration or supervision by the Swiss Financial Market Supervisory Authority FINMA or any other regulatory authority in Switzerland. Accordingly, investors do not have the benefit of the specific investor protection provided under the Swiss Federal Act on Collective Investment Schemes and are exposed to the credit risk of the Issuer and the Guarantor.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Specific Product Provisions (as may be amended and/or supplemented up to, and including, 3 August 2017) set forth in the Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Securities is only available on the basis of the combination of this Pricing Supplement and the Offering Circular (including all documents incorporated by reference). The Offering Circular (including all documents incorporated by reference) is available from The Bank of New York Mellon S.A/N.V., Luxembourg Branch, at Vertigo Building, Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg and The Bank of New York Mellon S.A./N.V., at Dublin Branch, Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland, and in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).
1. (i) Issuer: J.P. Morgan Structured Products B.V.
(ii) Guarantor: JPMorgan Chase Bank, N.A.
2. (i) Series Number: 2016-6475
(ii) Tranche Number: One
3. Specified Currency or Currencies: New Taiwan Dollar ("TWD") and United States Dollar ("USD" or "U.S.$")
4. Notes, Warrants or Certificates: Notes
5. Aggregate Nominal Amount:
(i) Series: TWD 300,000,000
(ii) Tranche: TWD 300,000,000
6. Issue Price: 101.75 per cent. of the Aggregate Nominal Amount
The Issue Price specified above may be more than the market value of the Securities as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase the Securities in secondary market transactions is likely to be lower than the Issue Price. In particular, where permitted by applicable law, the Issue Price may take into account amounts with respect to
- 2 - commissions relating to the issue and sale of the Securities as well as amounts relating to the hedging of the Issuer's obligations under the Securities and secondary market prices may exclude such amounts
If any commissions or fees relating to the issue and sale of the Securities have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC as amended, varied or replaced from time to time including through the implementation of Directive 2014/65/EU), or as otherwise may apply in any non-EEA jurisdictions
Investors in the Securities intending to invest in Securities through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof
(i) Specified Denomination: TWD 60,000,000
(ii) Trading in Units (Notes): Not Applicable
(iii) Minimum trading size: The Securities may only be traded in a minimum initial amount of one Security (corresponding to a nominal amount of TWD 60,000,000) and, thereafter, in multiples of one Security (corresponding to a nominal amount of TWD 60,000,000)
7. Issue Date: 3 August 2017
8. Maturity Date: 17 July 2020, subject to adjustment in accordance with the Modified Following Business Day Convention
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9. Interest Commencement Date: Not Applicable
10. Fixed Rate Note Provisions: Not Applicable
11. Floating Rate Note Provisions: Not Applicable
12. Zero Coupon Note Provisions: Not Applicable
13. Variable Linked Interest Provisions: Not Applicable
- 3 - 14. Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION OF NOTES
15. Call Option: Not Applicable
16. Put Option: Applicable – General Condition 5.2 (Redemption at the Option of Holders) shall apply, subject to the provisions of Part C
(i) Optional Redemption Date(s): The Optional Redemption Date in respect of each Relevant Note (as defined in Part C below) shall be its Put Option Redemption Date (as defined in Part C below)
(ii) Optional Redemption Amount(s) The provisions of Part C shall apply and method, if any, of calculation of such amount(s):
(iii) Description of any other Holders' Not Applicable – the provisions of Part C shall apply option:
(iv) Notice period (if other than as set The provisions of Part C shall apply out in General Condition 5.2):
17. Final Redemption Amount:
In cases where the Final Redemption Amount is Share Linked, Index Linked, Commodity Linked, FX Linked, Fund Linked or other variable linked:
(i) Reference Asset(s): The Share Basket (as defined in paragraph 43) and the FX Rate (as specified in paragraph 46 below)
(ii) Provisions for determining Final In respect of each Security (of the Specified Denomination), Redemption Amount where unless previously redeemed, or purchased and cancelled, in calculated by reference to Share accordance with the Conditions, or unless subject to and/or Index and/or Commodity redemption pursuant to the delivery to the Issuer of a valid and/or FX Rate and/or Fund and/or Put Option Notice (as defined in Part C), the Issuer shall other variable: redeem such Security (of the Specified Denomination) on the Maturity Date by payment of the Final Redemption Amount, which shall be an amount in USD determined by the Calculation Agent in accordance with the following formula:
SD Final FX Rate
Where:
"Final FX Rate" means the FX Rate in respect of the Valuation Date for the FX Rate.
"SD" means the Specified Denomination, as defined in
- 4 - paragraph 6(i) above.
(iii) Provisions for determining Final See paragraph 43, paragraph 46 and Part C below Redemption Amount where calculation by reference to Share and/or Index and/or Commodity and/or FX Rate and/or Fund and/or other variable is impossible or impracticable or otherwise disrupted:
18. Early Payment Amount: Early Payment Amount 1 is applicable
Notwithstanding any other provision to the contrary, any Early Payment Amount will be paid in USD and shall be converted into USD by multiplying any TWD amount by the FX Rate as of such date as is selected and determined by the Calculation Agent
19. Credit Linked Note Provisions: Not Applicable
20. Details relating to Instalment Notes: Not Applicable
21. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-34 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 35-42 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
43. Share Linked Provisions: Applicable
(i) Single Share or basket of Shares: Basket of Shares
(ii) Share(s): A basket of shares (the "Share Basket") comprising the ordinary shares of the Share Issuers as set forth in the Share Table in Part D below
Each such ordinary share issued by its respective Share Issuer (as specified in the column entitled "Share Issuer" in
- 5 - the Share Table in Part D below) having the Bloomberg code as specified in the Share Table in Part D below in the column entitled "Bloomberg code" in the row corresponding to such Share Issuer (and the shares shall be, for the purposes of applying the Conditions, each a "Share" and together, the "Shares")
(iii) Exchange Traded Fund(s): Not Applicable
(iv) Exchange(s): In respect of each Share, the Taiwan Stock Exchange Corporation
(v) Related Exchange(s): In respect of each Share, All Exchanges
(vi) Share Price: Not Applicable
(vii) Initial Valuation Date(s): Not Applicable
(viii) Interest Valuation Date(s): Not Applicable
(ix) Coupon Valuation Date(s): Not Applicable
(x) Periodic Valuation Date(s): Not Applicable
(xi) Valuation Date(s): The second Exchange Business Day immediately preceding the Maturity Date
(xii) Initial Averaging Date(s): Not Applicable
(xiii) Averaging Date(s): Not Applicable
(xiv) Valuation Time: In respect of each Share, as specified in Share Linked Provision 10 (Definitions)
(xv) Maximum Days of Disruption: In respect of the Valuation Date and each Share, eight Scheduled Trading Days for such Share, as specified in Share Linked Provision 10 (Definitions)
(xvi) Averaging Reference Dates Not Applicable (Disrupted Day consequences):
(xvii) Fallback Valuation Date: Applicable in respect of the Valuation Date, the second Business Day prior to the Maturity Date, as specified in Share Linked Provision 10 (Definitions)
(xviii) Observation Period: Not Applicable
(xix) Share Substitution: In respect of each Share, Applicable
(xx) Hedging Disruption: Applicable
(xxi) Change in Law – Increased Cost: Applicable
(xxii) Insolvency Filing: Not Applicable
- 6 - (xxiii) Partial Lookthrough Depositary Not Applicable Receipts Provisions:
(xxiv) Full Lookthrough Depositary Not Applicable Receipts Provisions:
(xxv) Market Disruption Event – NAV Not Applicable Temporary Publication Suspension (ETF):
(xxvi) Extraordinary Events – NAV Not Applicable Publication Suspension (ETF):
(xxvii) Extraordinary Events – Underlying Not Applicable Index Cancellation (ETF):
(xxviii) Extraordinary Events – Not Applicable Underlying Index Modification (ETF):
(xxix) ETF – Successor Index Event Not Applicable Provision:
INDEX LINKED PROVISIONS
44. Index Linked Provisions: Not Applicable
COMMODITY LINKED PROVISIONS
45. Commodity Linked Provisions: Not Applicable
FX LINKED PROVISIONS
46. FX Linked Provisions: Applicable
(i) Single FX Rate or basket of FX Single FX Rate Rates:
(ii) FX Rate(s): In respect of any relevant day, the TWD/USD mid exchange rate, expressed as the number of units (or fractional amounts thereof) of the Reference Currency per unit of the Base Currency, which appears on the FX Price Source at or around the Valuation Time on such day, save that if such rate is not published or announced at the Valuation Time on such day, the Calculation Agent shall determine the FX Rate in its discretion (the "FX Rate")
(iii) Reference Currency: USD
(iv) Base Currency: TWD
(v) FX Price Source: Bloomberg page "USDTWD
Where "Bloomberg page" means, in respect of the FX Rate and any designated page, the display page so designated on
- 7 - the Bloomberg service (or such other page as may replace that page on that service for the purpose of displaying a currency exchange rate comparable to such rate, as determined by the Calculation Agent).
(vi) FX Rate Sponsor: Not Applicable
(vii) Number of FX Settlement Days: Not Applicable
(viii) Initial Valuation Date(s): Not Applicable
(ix) Interest Valuation Date(s): Not Applicable
(x) Coupon Valuation Date(s): Not Applicable
(xi) Valuation Date(s): For the purposes of determining the Final Redemption Amount, the second Exchange Business Day immediately preceding the Maturity Date
In respect of a Put Option Notice, the relevant Put Option Notice Date
(xii) Initial Averaging Date: Not Applicable
(xiii) Averaging Date(s): Not Applicable
(xiv) FX Financial Centres: Not Applicable
(xv) FX Business Day Convention: Not Applicable
(xvi) Valuation Time: 1.30 p.m., Hong Kong time
(xvii) FX Disruption Events: Price Source Disruption and/or Inconvertibility Event as specified in FX Linked Provision 7 (Definitions)
(xviii) Disruption Fallbacks:
(a) Calculation Agent Applicable – to be applied first Determination:
(b) Currency Reference Not Applicable Dealers:
(c) Fallback Reference Price: Not Applicable
(d) Other: Not Applicable
(xix) Averaging Reference Dates – Not Applicable Omission:
(xx) Fallback Valuation Date: Not Applicable
(xxi) Successor Currency: Applicable
(xxii) Rebasing: Applicable
- 8 - (xxiii) Change in Law – Increased Cost: Applicable
(xxiv) Hedging Disruption: Applicable
FUND LINKED PROVISIONS
47. Fund Linked Provisions: Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
48. Market Access Participation Not Applicable Provisions:
LOW EXERCISE PRICE WARRANT PROVISIONS
49. Low Exercise Price Warrant Not Applicable Provisions:
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
50. New Global Note: Not Applicable
51. Form of Securities: Registered Securities
(i) Temporary or Permanent Bearer Temporary Registered Global Security which is Global Security / Registered exchangeable for a Permanent Registered Global Security, Global Security: each of which is exchangeable for Registered Definitive Securities (i) automatically in the limited circumstances specified in the relevant Registered Global Security or (ii) in the case of a Permanent Registered Global Security only, at any time at the option of the Issuer by giving notice to the Holders and the Registrar of its intention to effect such exchange on the terms as set forth in the relevant Permanent Registered Global Security
(ii) Are the Notes to be issued in the No form of obligations under French law?:
(iii) Name of French Registration Not Applicable Agent:
(iv) Representation of Holders of Notes Not Applicable / Masse:
(v) Regulation S/Rule 144A Not Applicable Securities:
52. Record Date: As set out in the General Conditions
53. Additional Financial Centre(s) (General London and Hong Kong (and, for the avoidance of doubt, Condition 12.2) or other special New York City and Taipei) provisions relating to payment dates:
- 9 - 54. Payment Disruption Event (General Condition 13):
Relevant Currency: TWD and/or USD (as applicable)
55. Extraordinary Hedge Disruption Event (General Condition 17):
(i) Extraordinary Hedge Sanctions Applicable Event:
(ii) Extraordinary Hedge Bail-in Applicable Event:
(iii) Extraordinary Hedge Currency Applicable Disruption Event:
56. Early Redemption for Tax on Applicable Underlying Hedge Transactions (General Condition 18.4(b)):
57. Disruption Event (General Condition Not Applicable 19):
58. Physical Settlement: Not Applicable
59. Calculation Agent: J.P. Morgan Securities plc
60. Redenomination, renominalisation and Not Applicable reconventioning provisions:
61. Gross Up (General Condition 18): Applicable – as specified in General Condition 18.1
(i) Exclude Section 871(m) Taxes Applicable – as specified in General Condition 18.1 from Gross Up (General Condition 18):
(ii) 871(m) Securities: Section 871(m) and the regulations promulgated thereunder will not apply to the Securities
62. Rounding: General Condition 23 applies, subject to the terms herein
63. Other terms or special conditions: Applicable – see Part C below
DISTRIBUTION
64. If non-syndicated, name and address of J.P. Morgan Securities plc of 25 Bank Street, Canary Wharf, Dealer: London E14 5JP
65. Stabilising Manager(s) (if any): Not Applicable
66. Total commission and concession: See paragraph 6
67. U.S. selling restrictions: Regulation S
- 10 - ERISA Restrictions for all Securities (including Rule 144A Securities and Securities subject to Regulation S)
JPMSP Standard Restrictions apply: The Securities may not be acquired by, on behalf of, or with the assets of any plans subject to ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended, other than certain insurance company general accounts. See "Subscription and Sale – United States" and "Purchaser representations and requirements and transfer restrictions – ERISA Legends and ERISA Restrictions – (b) JPMSP Standard Restrictions" in the Offering Circular
68. ECI Holder Restrictions: Not Applicable
69. Additional Selling Restrictions: Not Applicable
70. Swiss Distribution: No
GENERAL
71. The aggregate principal amount of Notes U.S.$ 9,876,868.37 (rounded to the nearest two decimal issued has been translated into U.S. places, with 0.005 rounded upwards) dollars at the rate of TWD 1 = U.S.$ 30.374, producing a sum of (for Notes not denominated in U.S. dollars):
PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the pricing supplement required for the issue, and listing and admission to trading on the Luxembourg Stock Exchange's Euro MTF, of the Securities described herein pursuant to the Structured Products Programme for the issuance of Notes, Warrants and Certificates of J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co.
GOVERNING LAW AND JURISDICTION
Securities: English Law / Courts of England
Guarantee: English Law / Courts of England
- 11 - RESPONSIBILITY
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Pricing Supplement. Information on the Reference Asset has been extracted from publicly available sources. Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from the relevant information, no facts have been omitted which would render the reproduced information inaccurate or misleading.
An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of the Securities to an investor by an offeror will be made, in accordance with any terms and other arrangements in place between such offeror and such investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such arrangements with investors (other than the Dealer(s)), in connection with the offer or sale of the Securities and, accordingly, this Pricing Supplement will not contain such information. The investor must look to the offeror at the time of such offer for the provision of such information. The Issuer has no responsibility to an investor in respect of such information.
Signed on behalf of the Issuer: By:
Duly authorised Signed on behalf of the Guarantor: By:
Duly authorised
- 12 -
57418699/Ashurst(WFUNG)/YS
- 13 - PART B – OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
Application will be made for the Securities to be listed and admitted to trading on the Luxembourg Stock Exchange's Euro MTF with effect from, at the earliest, the Issue Date. No assurances can be given that such application for listing and admission to trading will be granted (or, if granted, will be granted by the Issue Date).
The Issuer has no duty to maintain the listing (if any) of the Securities on the relevant stock exchange(s) over their entire lifetime. The Securities may be suspended from trading and/or de-listed at any time in accordance with applicable rules and regulations of the relevant stock exchange(s).
RATINGS Not Applicable
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the issue.
REASONS FOR THE ISSUE AND ESTIMATED NET PROCEEDS
(i) Reasons for the issue: Not Applicable
(ii) Estimated net proceeds: Not Applicable
POST-ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the Reference Asset, unless required to do so by applicable law or regulation.
OPERATIONAL INFORMATION
Intended to be held in a manner which would allow No Eurosystem eligibility:
ISIN: XS1451187279
Common Code: 145118727
Relevant Clearing System(s) and the relevant Euroclear/Clearstream, Luxembourg identification number(s):
Delivery: Delivery against payment
The Agents appointed in respect of the Securities are: As set out in the Agency Agreement
Registrar: The Bank of New York Mellon S.A./N.V., Luxembourg Branch
- 14 -
PART C – OTHER APPLICABLE TERMS
1. Put Option
1.1 Any Holder may, on giving not less than one Business Day's prior notice, on any Business Day falling in the period commencing on, and including, 3 August 2017 and ending on, and including, the Put Option Cut-Off Date, deliver to the Issuer a Put Option Exercise Notice in accordance with General Condition 5.2 (Redemption at the Option of Holders) (and, for the avoidance of doubt, the notice period set out in General Condition 5.2 (Redemption at the Option of Holders) shall not apply), electing to redeem one or more of the Notes held by such Holder (if validly completed and received by the Issuer, a "Put Option Notice"). Each Put Option Notice, if received any time between 8:00 a.m. and 4:00 p.m., London time, on a Business Day shall be deemed to be delivered to the Issuer on such Business Day; but if received (i) on a day other than a Business Day or (ii) after 4:00 p.m., London time, on a Business Day, shall be deemed to be delivered to the Issuer on the first Business Day immediately following such day (the date of such delivery or deemed delivery, as is applicable, being the "Put Option Notice Date"), provided that, if such first following Business Day falls after the Put Option Cut-Off Date, then such Put Option Exercise Notice will be void and of no effect, and shall not be a Put Option Notice.
1.2 Unless a Relevant Note in respect of a Put Option Notice has previously been redeemed or purchased and cancelled in accordance with the Conditions, the Issuer shall redeem each Relevant Note that is the subject of such Put Option Notice by payment of an amount in USD determined by the Calculation Agent in accordance with the following formula:
NBU Closing Basket Level FX Rate (Option)
2. Definitions
For these purposes, the following words and expressions shall have the following meanings:
"Aggregated Weighted Closing Market Value" means the aggregate total of the Weighted Closing Market Values of each Share in the Share Basket.
"Closing Basket Level" means a value determined by the Calculation Agent in accordance with the following formula:
Aggregated Weighted Closing MarketValue
115,967.7846
"FX Rate (Option)" means the FX Rate on the relevant Put Option Notice Date.
"NBU" or "Number of Basket Units" means 490,677.1344.
"Number of Shares" means in respect of a Share in the Share Basket, the value as specified in the column entitled "Number of Shares" in the Share Table in Part D below, in the row corresponding to such Share.
"Put-Option Cut-Off Date" means 2 July 2020.
"Put Option Exchange Date" means, in respect of a Put Option Notice Date, the Put Option Notice Date, provided that if such date is not a Scheduled Trading Day or is a Disrupted Day in respect of any Share in the Share Basket, the Put Option Exchange Date for such Share shall be the earlier of (i) the immediately following Scheduled Trading Day that is not a Disrupted Day in respect of such Share, provided that such date shall be subject to further adjustment in accordance with Share Linked Provision 1.3 (Share Basket and Reference Dates) as if such date were a Valuation Date, and (ii) the Valuation
- 15 -
Date.
"Put Option Redemption Date" means, in respect of a Put Option Notice Date, the earlier of (i) the second Business Day following the corresponding Put Option Exchange Date to fall latest in time, and (ii) the Maturity Date.
"Reference Price (Option)" means in respect of each Share in the Share Basket, the Closing Share Price of such Share on the Put Option Exchange Date for such Share, as determined by the Calculation Agent and subject to adjustment and correction in accordance with the Conditions.
"Relevant Note" means each Note (of the Specified Denomination) in respect of which a valid Put Option Notice has been delivered by a Holder to the Issuer.
"Weighted Closing Market Value" means in respect of a Share, the product of (i) its respective Reference Price (Option), multiplied by (ii) the Number of Shares corresponding to such Share.
- 16 -
PART D - SHARE BASKET TABLE
Share Issuer Bloomberg Code Number of Shares
Hon Hai Precision Industry Co Ltd 2317 TT
Chunghwa Telecom Co Ltd 2412 TT
Largan Precision Co Ltd 3008 TT
MediaTek Inc 2454 TT
Delta Electronics Inc 2308 TT
Taiwan Mobile Co Ltd 3045 TT
Advanced Semiconductor Engineering Inc 2311 TT
Catcher Technology Co Ltd 2474 TT
Quanta Computer Inc 2382 TT
Far EasTone Telecommunications Co Ltd 4904 TT
Pegatron Corp 4938 TT
Asustek Computer Inc 2357 TT
United Microelectronics Corp 2303 TT
Innolux Corp 3481 TT
Siliconware Precision Industries Co Ltd 2325 TT
Nanya Technology Corp 2408 TT
Advantech Co Ltd 2395 TT
Foxconn Technology Co Ltd 2354 TT
AU Optronics Corp 2409 TT
Lite-On Technology Corp 2301 TT
Inventec Corp 2356 TT
Compal Electronics Inc 2324 TT
Wistron Corp 3231 TT
Novatek Microelectronics Corp 3034 TT
Powertech Technology Inc 6239 TT
General Interface Solution Holding Ltd 6456 TT
- 17 -
Share Issuer Bloomberg Code Number of Shares
WPG Holdings Ltd 3702 TT
Winbond Electronics Corp 2344 TT
Formosa Sumco Technology Corp 3532 TT
Macronix International 2337 TT
Micro-Star International Co Ltd 2377 TT
HTC Corp 2498 TT
Zhen Ding Technology Holding Ltd 4958 TT
Synnex Technology International Corp 2347 TT
Realtek Semiconductor Corp 2379 TT
Chicony Electronics Co Ltd 2385 TT
Yageo Corp 2327 TT
Silergy Corp 6415 TT
Tripod Technology Corp 3044 TT
Acer Inc 2353 TT
Asia Pacific Telecom Co Ltd 3682 TT
Elite Material Co Ltd 2383 TT
Qisda Corp 2352 TT
Accton Technology Corp 2345 TT
King Slide Works Co Ltd 2059 TT
Transcend Information Inc 2451 TT
Voltronic Power Technology Corp 6409 TT
Chroma ATE Inc 2360 TT
Merry Electronics Co Ltd 2439 TT
Casetek Holdings Ltd 5264 TT
Kinsus Interconnect Technology Corp 3189 TT
King Yuan Electronics Co Ltd 2449 TT
FLEXium Interconnect Inc 6269 TT
- 18 -
Share Issuer Bloomberg Code Number of Shares
TPK Holding Co Ltd 3673 TT
Wistron NeWeb Corp 6285 TT
Radiant Opto-Electronics Corp 6176 TT
Mitac Holdings Corp 3706 TT
Genius Electronic Optical Co Ltd 3406 TT
Epistar Corp 2448 TT
HannStar Display Corp 6116 TT
Ennoconn Corp 6414 TT
Compeq Manufacturing Co Ltd 2313 TT
Walsin Technology Corp 2492 TT
Greatek Electronics Inc 2441 TT
Primax Electronics Ltd 4915 TT
Unimicron Technology Corp 3037 TT
ChipMOS TECHNOLOGIES INC 8150 TT
Gigabyte Technology Co Ltd 2376 TT
Chicony Power Technology Co Ltd 6412 TT
Chin-Poon Industrial Co Ltd 2355 TT
Getac Technology Corp 3005 TT
Bizlink Holding Inc 3665 TT
Everlight Electronics Co Ltd 2393 TT
WT Microelectronics Co Ltd 3036 TT
Cheng Uei Precision Industry Co Ltd 2392 TT
Tong Hsing Electronic Industries Ltd 6271 TT
Aurora Corp/Taiwan 2373 TT
Sercomm Corp 5388 TT
Elan Microelectronics Corp 2458 TT
Clevo Co 2362 TT
- 19 -
Share Issuer Bloomberg Code Number of Shares
ASMedia Technology Inc 5269 TT
Shin Zu Shing Co Ltd 3376 TT
AmTRAN Technology Co Ltd 2489 TT
Systex Corp 6214 TT
United Integrated Services Co Ltd 2404 TT
Global Unichip Corp 3443 TT
Nan Ya Printed Circuit Board Corp 8046 TT
Kinpo Electronics 2312 TT
Sinbon Electronics Co Ltd 3023 TT
IEI Integration Corp 3022 TT
Elite Advanced Laser Corp 3450 TT
Topco Scientific Co Ltd 5434 TT
Asia Optical Co Inc 3019 TT
Neo Solar Power Corp 3576 TT
Senao International Co Ltd 2450 TT
Flytech Technology Co Ltd 6206 TT
Pan-International Industrial Corp 2328 TT
TXC Corp 3042 TT
Adlink Technology Inc 6166 TT
Concraft Holding Co Ltd 4943 TT
Holtek Semiconductor Inc 6202 TT
Formosa Advanced Technologies Co Ltd 8131 TT
Lotes Co Ltd 3533 TT
ITEQ Corp 6213 TT
AcBel Polytech Inc 6282 TT
Posiflex Technology Inc 8114 TT
Foxsemicon Integrated Technology Inc 3413 TT
- 20 -
Share Issuer Bloomberg Code Number of Shares
Alpha Networks Inc 3380 TT
Wah Lee Industrial Corp 3010 TT
Supreme Electronics Co Ltd 8112 TT
ShunSin Technology Holding Ltd 6451 TT
SDI Corp 2351 TT
Chaun-Choung Technology Corp 6230 TT
Sitronix Technology Corp 8016 TT
Elitegroup Computer Systems Co Ltd 2331 TT
FocalTech Systems Co Ltd 3545 TT
Thinking Electronic Industrial Co Ltd 2428 TT
Syncmold Enterprise Corp 1582 TT
Visual Photonics Epitaxy Co Ltd 2455 TT
Chilisin Electronics Corp 2456 TT
Elite Semiconductor Memory Technology In 3006 TT
Aten International Co Ltd 6277 TT
Sunonwealth Electric Machine Industry Co 2421 TT
Zinwell Corp 2485 TT
Lite-On Semiconductor Corp 5305 TT
Sigurd Microelectronics Corp 6257 TT
Arcadyan Technology Corp 3596 TT
OptoTech Corp 2340 TT
Faraday Technology Corp 3035 TT
Ritek Corp 2349 TT
Asia Vital Components Co Ltd 3017 TT
I-Sheng Electric Wire & Cable Co Ltd 6115 TT
Holy Stone Enterprise Co Ltd 3026 TT
Nuvoton Technology Corp 4919 TT
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Share Issuer Bloomberg Code Number of Shares
Gemtek Technology Corp 4906 TT
Darwin Precisions Corp 6120 TT
Test Research Inc 3030 TT
Lextar Electronics Corp 3698 TT
Taiwan PCB Techvest Co Ltd 8213 TT
Sunplus Technology Co Ltd 2401 TT
Chang Wah Electromaterials Inc 8070 TT
Gintech Energy Corp 3514 TT
Jentech Precision Industrial Co Ltd 3653 TT
Eson Precision Ind Co Ltd 5243 TT
Taiflex Scientific Co Ltd 8039 TT
Giantplus Technology Co Ltd 8105 TT
Darfon Electronics Corp 8163 TT
Mirle Automation Corp 2464 TT
D-Link Corp 2332 TT
KS Terminals Inc 3003 TT
X-Legend Entertainment Co Ltd 4994 TT
CyberPower Systems Inc 3617 TT
CMC Magnetics Corp 2323 TT
Chimei Materials Technology Corp 4960 TT
HannsTouch Solution Inc 3049 TT
L&K Engineering Co Ltd 6139 TT
Hannstar Board Corp 5469 TT
Ichia Technologies Inc 2402 TT
Microelectronics Technology Inc 2314 TT
Orient Semiconductor Electronics Ltd 2329 TT
Taiwan Surface Mounting Technology Corp 6278 TT
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Share Issuer Bloomberg Code Number of Shares
Nishoku Technology Inc 3679 TT
Lumax International Corp Ltd 6192 TT
Lemtech Holdings Co Ltd 4912 TT
Vivotek Inc 3454 TT
Marketech International Corp 6196 TT
Altek Corp 3059 TT
ASROCK Inc 3515 TT
Career Technology MFG. Co Ltd 6153 TT
CyberTAN Technology Inc 3062 TT
Pan Jit International Inc 2481 TT
Unizyx Holding Corp 3704 TT
Chenbro Micom Co Ltd 8210 TT
Walton Advanced Engineering Inc 8110 TT
Weltrend Semiconductor 2436 TT
Well Shin Technology Co Ltd 3501 TT
Global Lighting Technologies Inc 4935 TT
Cosmo Electronics Corp 2466 TT
E-LIFE MALL Corp 6281 TT
GEM Services Inc/Tw 6525 TT
Huxen Corp 2433 TT
DFI Inc/Taiwan 2397 TT
RichWave Technology Corp 4968 TT
ITE Technology Inc 3014 TT
Cyberlink Corp 5203 TT
MIN AIK Technology Co Ltd 3060 TT
Global Mixed Mode Technology Inc 8081 TT
Gold Circuit Electronics Ltd 2368 TT
- 23 -
Share Issuer Bloomberg Code Number of Shares
Global Brands Manufacture Ltd 6191 TT
BenQ Materials Corp 8215 TT
Gigastorage Corp 2406 TT
Unitech Printed Circuit Board Corp 2367 TT
Sonix Technology Co Ltd 5471 TT
Weikeng Industrial Co Ltd 3033 TT
Lingsen Precision Industries Ltd 2369 TT
PCL Technologies Inc 4977 TT
Promate Electronic Co Ltd 6189 TT
Zippy Technology Corp 2420 TT
Andes Technology Corp 6533 TT
Sunrex Technology Corp 2387 TT
Meiloon Industrial Co 2477 TT
Ability Enterprise Co Ltd 2374 TT
AP Memory Technology Corp 6531 TT
104 Corp 3130 TT
Episil-Precision Inc 3016 TT
Lelon Electronics Corp 2472 TT
Jess-Link Products Co Ltd 6197 TT
Hitron Technology Inc 2419 TT
Scientech Corp 3583 TT
APCB Inc 6108 TT
Polytronics Technology Corp 6224 TT
Nichidenbo Corp 3090 TT
Advanced Optoelectronic Technology Inc 3437 TT
ALI Corp 3041 TT
Via Technologies Inc 2388 TT
- 24 -
Share Issuer Bloomberg Code Number of Shares
WUS Printed Circuit Co Ltd 2316 TT
Taimide Tech Inc 3645 TT
Compucase Enterprise 3032 TT
Solartech Energy Corp 3561 TT
G Shank Enterprise Co Ltd 2476 TT
Green Energy Technology Inc 3519 TT
Infortrend Technology Inc 2495 TT
FSP Technology Inc 3015 TT
TSEC Corp 6443 TT
Generalplus Technology Inc 4952 TT
Tsann Kuen Enterprise Co Ltd 2430 TT
Shun On Electronic Co Ltd 6283 TT
Unity Opto Technology Co Ltd 2499 TT
Kinko Optical Co Ltd 6209 TT
Tyntek Corp 2426 TT
Tainergy Tech Co Ltd 4934 TT
Trade-Van Information Services Co 6183 TT
Sinher Technology Inc 4999 TT
Phihong Technology Co Ltd 2457 TT
Daxin Materials Corp 5234 TT
Power Quotient International Co Ltd 6145 TT
Audix Corp 2459 TT
Zenitron Corp 3028 TT
Silicon Integrated Systems Corp 2363 TT
Topoint Technology Co Ltd 8021 TT
Apacer Technology Inc 8271 TT
Taiwan Mask Corp 2338 TT
- 25 -
Share Issuer Bloomberg Code Number of Shares
TA-I Technology Co Ltd 2478 TT
Stark Technology Inc 2480 TT
Young Optics Inc 3504 TT
Calin Technology Co Ltd 4976 TT
Edom Technology Co Ltd 3048 TT
Alchip Technologies Ltd 3661 TT
E-Lead Electronic Co Ltd 2497 TT
ShenMao Technology Inc 3305 TT
Apex International Co Ltd 4927 TT
Chia Chang Co Ltd 4942 TT
Alltek Technology Corp 3209 TT
Coxon Precise Industrial Co Ltd 3607 TT
Jih Lin Technology Co Ltd 5285 TT
ACES Electronic Co Ltd 3605 TT
Good Will Instrument Co Ltd 2423 TT
GTM Holdings Corp 1437 TT
WinMate Communication Inc 3416 TT
General Plastic Industrial Co Ltd 6128 TT
G Tech Optoelectronics Corp 3149 TT
JMC Electronics Co Ltd 6552 TT
Shuttle Inc 2405 TT
Silitech Technology Corp 3311 TT
EZconn Corp 6442 TT
Chenming Mold Industry Corp 3013 TT
Solomon Technology Corp 2359 TT
AMPOC Far-East Co Ltd 2493 TT
Siward Crystal Technology Co Ltd 2484 TT
- 26 -
Share Issuer Bloomberg Code Number of Shares
Hanpin Electron Co Ltd 2488 TT
Min Aik Precision Industrial Co Ltd 4545 TT
GeoVision Inc 3356 TT
Bright Led Electronics Corp 3031 TT
Everspring Industry Co Ltd 2390 TT
Unitech Computer Co Ltd 2414 TT
Creative Sensor Inc 8249 TT
Ya Horng Electronic Co Ltd 6201 TT
C Sun Manufacturing Ltd 2467 TT
Sysage Technology Co Ltd 6112 TT
Jye Tai Precision Industrial Co Ltd 6165 TT
Fullerton Technology Co Ltd 6136 TT
Taiwan Line Tek Electronic 2462 TT
Waffer Technology Co Ltd 6235 TT
Giga Solution Tech Co Ltd 3559 TT
Castles Technology Co Ltd 5258 TT
BrightKing Holdings Ltd 6422 TT
Chant Sincere Co Ltd 6205 TT
Biostar Microtech International Corp 2399 TT
Draytek Corp 6216 TT
APAQ Technology Co Ltd 6449 TT
Dynamic Electronics Co Ltd 6251 TT
CviLux Corp 8103 TT
Champion Microelectronic Corp 3257 TT
LIWANLI Innovation Co Ltd 3054 TT
Teapo Electronic Corp 2375 TT
KYE Systems Corp 2365 TT
- 27 -
Share Issuer Bloomberg Code Number of Shares
Tai Tung Communication Co Ltd 8011 TT
Plotech Co Ltd 6141 TT
Wha Yu Industrial Co Ltd 3419 TT
CX Technology Co Ltd 2415 TT
Danen Technology Corp 3686 TT
Cameo Communications Inc 6142 TT
Action Electronics Co Ltd 3024 TT
Tung Kai Technology Engineering Co Ltd 3018 TT
Harvatek Corp 6168 TT
Zero One Technology Co Ltd 3029 TT
Promise Technology Inc/Taiwan 3057 TT
TaiSol Electronics Co Ltd 3338 TT
Answer Technology Co Ltd 3528 TT
GEM Terminal Industrial Co Ltd 2460 TT
Edimax Technology Co Ltd 3047 TT
Avermedia Technologies 2417 TT
Sintronic Technology Inc 3536 TT
Parpro Corp 4916 TT
Epileds Technologies Inc 4956 TT
K Laser Technology Inc 2461 TT
HiTi Digital Inc 3494 TT
AV Tech Corp/Taiwan 8072 TT
AVer Information Inc 3669 TT
Young Fast Optoelectronics Co Ltd 3622 TT
CoAdna Holdings Inc 4984 TT
Powertech Industrial Co Ltd 3296 TT
Excel Cell Electronic Co Ltd 2483 TT
- 28 -
Share Issuer Bloomberg Code Number of Shares
Spirox Corp 3055 TT
Davicom Semiconductor Inc 3094 TT
Arima Communications Corp 8101 TT
Edison Opto Corp 3591 TT
Maxtek Technology Co Ltd 3315 TT
Azurewave Technologies Inc 3694 TT
Chaintech Technology Corp 2425 TT
Eastech Holding Ltd 5225 TT
I-Chiun Precision Industry Co Ltd 2486 TT
Advanced Power Electronics Corp 8261 TT
Ko Ja Cayman Co Ltd 5215 TT
Emerging Display Technologies Corp 3038 TT
Paragon Technologies Co Ltd 3518 TT
Leader Electronics Inc 3058 TT
Prime Electronics & Satellitics Inc 6152 TT
Lien Chang Electronic Enter 2431 TT
Yoko International Corp 6131 TT
Space Shuttle Hi-Tech Co Ltd 2440 TT
Copartner Technology Corp 3550 TT
Success Prime Corp 2496 TT
Mercuries Data Systems Ltd 2427 TT
Universal Microelectronics Co Ltd 2413 TT
In Win Development Inc 6117 TT
Cheer Time Enterprise Co Ltd 3229 TT
Ahoku Electronic Co 3002 TT
King Core Electronics Inc 6155 TT
San Chih Semiconductor Co Ltd 3579 TT
- 29 -
Share Issuer Bloomberg Code Number of Shares
Jean Co Ltd 2442 TT
Avision Inc 2380 TT
Microtek International 2305 TT
AboCom Systems Inc 2444 TT
Leadtrend Technology Corp 3588 TT
U-Tech Media Corp 3050 TT
Welltend Technology Corp 3021 TT
Ledtech Electronics Corp 6164 TT
Uniflex Technology Inc 3321 TT
Anji Technology Co Ltd 6477 TT
Syscom Computer Engineering Co 2453 TT
Loop Telecommunication International Inc 3025 TT
Billion Electric Co Ltd 3027 TT
Logah Technology Corp 3593 TT
Lead Data Inc 2443 TT
Onano Industrial Corp 6405 TT
Golden Bridge Electech Inc 6133 TT
Aurotek Corp 6215 TT
Optimax Technology Corp 3051 TT
Ting Sin Co Ltd 2358 TT
ENE Technology Inc 6243 TT
Solytech Enterprise Corp 1471 TT
Favite Inc 3535 TT
Inventec Besta Co Ltd 8201 TT
Rectron Ltd 2302 TT
Tai Twun Enterprise Co Ltd 3432 TT
Lung Hwa Electronics 2424 TT
- 30 -
Share Issuer Bloomberg Code Number of Shares
GMI Technology Inc 3312 TT
Ji-Haw Industrial Co Ltd 3011 TT
Uniform Industrial Corp 2482 TT
Enlight Corp 2438 TT
Fortune Information Systems Corp/Taiwan 2468 TT
Ares International Corp 2471 TT
Bestec Power Electronics Co Ltd 3308 TT
Para Light Electronics Co Ltd 6226 TT
Gamma Optical Co Ltd 3557 TT
Mospec Semiconductor Corp 2434 TT
Everfocus Electronics Corp 5484 TT
Kuangli Photoelectric Technology Co Ltd 6431 TT
Abonmax Co Ltd 2429 TT
Associated Industries China 9912 TT
Fortune Oriental Co Ltd 2491 TT
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ANNEX
The Offering Circular dated 26 April 2017 has been supplemented by the following Supplement(s):
Supplement(s) Description Date
Supplement No. 1 In respect of (i) the Quarterly Report on Form 10-Q of 22 May 2017 JPMorgan Chase & Co. for the quarter ended 31 March 2017 and (ii) amendments and supplemental information to the Offering Circular
Supplement No. 2 In respect of the Current Report on Form 8-K of 28 July 2017 JPMorgan Chase & Co. dated 14 July 2017, containing the earnings press release of JPMorgan Chase & Co. for the quarter ended 30 June 2017.
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