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Tokyo Stock Exchange, Inc. ETN Listing Guidebook Ver.9

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Tokyo Stock Exchange, Inc. ETN Listing Guidebook Ver.9 (Reference Translation) ETN Listing Guidebook ver.10 Tokyo Stock Exchange, Inc. DISCLAIMER: This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc., and/or their affiliates shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, or misunderstanding with regard to this translation. ETN Listing Guidebook [Regarding Usage] ・This "ETN New Listing Guidebook" explains an outline of listing examination, timely disclosure, and delisting criteria and procedures when listing an ETN (Exchange Traded Note) issued by a corporation/vehicle which uses a Japanese Depositary Receipt (JDR) scheme on Tokyo Stock Exchange, Inc. * Please refer to the Securities Listing Regulations, Section 4, Chapter 4 "ETNs (Rule 941 – Rule 956)", etc. for details regarding ETN listing rules, listing examination criteria, timely disclosure criteriadelisting criteria, etc. ・This guidebook provides an outline of the rules when applying for listing of a JDR which has an ETN as a trust asset (beneficiary certificate). The term "ETN-JDR" generally refers to such JDRs in this guidebook, whereas "ETN" generally refers to the ETNs which are trust assets to such JDRs. ・The contents of trust agreements shown in this guidebook are examples, and do not indicate that trust agreements with differing contents will be deemed to not meet the listing examination criteria. ・The trust agreement contents contained in this guidebook were determined through discussions and mutual understanding between trust banks, financial instruments business operators (securities companies), securities depository centers, and other experts. Therefore, trust agreements with differing contents may require additional explanation during listing examination or adjustment with related parties in advance. ・Depending on the legal system and industry practices in the ETN's home country (the country or region of the ETN's creation or which contains the foreign financial instruments exchange on which the ETN is listed or continuously traded), the method of composition or contents of disclosure may differ. As a result, the legal system and industry practices of the home country will be considered when applying listing regulations, such as listing examination criteria. *Because listing rules differ for the listing of JDRs which have a "foreign stock" or a "foreign ETF" as a trust asset (beneficiary certificate), please consult with TSE separately. 1 ETN Listing Guidebook (Ver.10) Copyright ©2021 Tokyo Stock Exchange, Inc. All rights reserved. -Note FIEA: Financial Instruments and Exchange Act Enforcement Order: Order for Enforcement of the Financial Instruments and Exchange Act Disclosure Ordinance: Cabinet Office Ordinance concerning Disclosure of Corporate Affairs, etc. Definition Ordinance: Cabinet Office Ordinance on Definitions under Article 2 of the Financial Instruments and Exchange Act Audit Certification Ordinance: Cabinet Office Ordinance on Audit Certification of Financial Statements, etc. Trust Act: Trust Act Investment Trust Act: Act on Securities Investment Trust and Securities Investment Corporations Investment Trust Enforcement Order: Order for Enforcement of the Act on Securities Investment Trust and Securities Investment Corporations Investment Trust Enforcement Rules: Rules for Enforcement of the Act on Securities Investment trust and Securities Investment Corporations Transfer Act: Act on Transfer of Bonds, Shares, etc. TSE: Tokyo Stock Exchange, Inc. Listing Regulations: Securities Listing Regulations (TSE) Enforcement Rules: Enforcement Rules for Securities Listing Regulations (TSE) Listing Rules: Comprehensive name for Securities Listing Regulations and Enforcement Rules for Securities Listing Regulations (TSE) ETN Listing Guidebook (Ver.10) 2 Copyright ©2021 Tokyo Stock Exchange, Inc. All rights reserved ETN Listing Guidebook [Contents] Chapter 1 Securities Eligible for Listing ....................................................... 4 Chapter 2 Listing Examination ............................................................... 7 2-1. Listing Schedule ..............................................................................................................................7 2-2. Listing Procedure ............................................................................................................................8 (1) Advance Consultation/Communication for Listing ...................................................................8 (2) Initial Listing Application .............................................................................................................9 (3) Listing Examination ....................................................................................................................10 (4) Listing Approval...........................................................................................................................10 (5) Disclosure of Information ..........................................................................................................11 2-3. Details of Listing Examination.....................................................................................................12 (1) List of Listing Examination Criteria ...........................................................................................13 (2) Listing Examination regarding Eligibility of Indicator ............................................................23 2-4. Listing Application Documents....................................................................................................29 Chapter 3 Timely Disclosure/Documents to Submit .......................................... 36 3-1. Statutory Disclosure .....................................................................................................................36 3-2. Timely Disclosure ..........................................................................................................................37 3-3. Daily Disclosure.............................................................................................................................46 3-4. Documents to be Submitted ........................................................................................................54 3-5. Other...............................................................................................................................................57 (1) Determination of Distribution Revenues or Payment pertaining to Trust Assets ...............57 (2) Determination of Distribution Revenues or Dividend Distribution, or Payment pertaining to Trust Assets ...................................................................................................................................58 (3) Deadline for Determination of Rights or Deadline Notification.............................................58 (4) Alteration of Home Country's Laws or Regulations which has a Remarkable Effect on Holders................................................................................................................................................58 Chapter 4 Delisting ......................................................................... 59 Chapter 5 Fees related to Listing ............................................................ 66 5-1. Listing Examination Fees .............................................................................................................66 5-2. Initial Listing Fees.........................................................................................................................66 5-3. Additional Listing Fees for Additional Trusts .............................................................................67 5-4. Annual Listing Fees.......................................................................................................................67 Chapter 6 Outline of JDR Trust Agreement and Other Agreements ........................... 71 6-1. Outline of JDR Trust Agreement (Example) ..............................................................................71 6-2. Outline of Other Agreements (Example)....................................................................................74 Chapter 7 Procedural Flow Types............................................................ 76 (1) Additional Entrustment ..............................................................................................................76 (2) Partial Cancellation .....................................................................................................................76 (3) Termination..................................................................................................................................77 (4) Request for Purchase/Redemption...........................................................................................78 Chapter 8 Others............................................................................ 79 8-1. Support Member System..............................................................................................................79 8-2. Handling of Trading, etc...............................................................................................................83
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