Table Of Content20.000
STOCK TRADING MANUAL
Approved and in force from
October 28, 1991
SANTIAGO STOCK EXCHANGE
STOCK EXCHANGE
Updated as of December 6, 2013
*THIS IS A FREE TRANSLATION OFFERED ONLY AS A CONVENIENCE FOR ENGLISH LANGUAGE READERS.
ANY QUESTIONS ARISING FROM THE TEXT SHOULD BE CLARIFIED BY CONSULTING THE ORIGINAL
DOCUMENT IN SPANISH.
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STOCK TRADING MANUAL
SECTION A: APPLICABLE RULES .................................... 2
TITLE I. DEFINITIONS AND GENERAL RULES ......................... 2
TITLE II TRADING FLOOR TRANSACTION SYSTEMS ...................... 4
TITLE III - OFF-FLOOR TRADINGS .................................. 6
TITLE IV. CORRECTION AND CANCELLATION OF ON-FLOOR AND OFF-FLOOR
TRADINGS ........................................................ 6
TITLE V - SETTLEMENT OF ON-FLOOR AND OFF-FLOOR TRADINGS ......... 6
TITLE VI RESPONSIBILITIES ...................................... 10
TITLE VII. INFORMATION DELIVERED BY THE STOCK EXCHANGE ........ 12
TITLE VIII. STOCK EXCHANGE RIGHTS ............................. 12
EVENT ......................................................... 212
MARKET MAKER’S PARTICIPATION ...................................... 212
WHEN THERE ARE NO OFFERS TO PURCHASE AND SELL IN FORCE ................. 212
EVENT ......................................................... 213
MARKET MAKER’S PARTICIPATION ...................................... 213
WHEN THERE ARE NO OFFERS TO PURCHASE AND SELL CURRENTLY IN FORCE ......... 213
SECTION A: APPLICABLE RULES
Title I. Definitions and General Rules
SECTION 1: The purpose of this Section is to specify in detail the general rules governing share
transactions.
SECTION 2: Shares are variable income instruments issued by sociedades anónimas (stock corporations)
and sociedades en comandita por acciones (partnerships limited by shares) which represent the holder’s
ownership of a fraction of the equity of the company, i.e., the buyer of a share becomes the owner of part
of the issuing company.
SECTION 3: Only those shares in sociedades anónimas (stock corporations) and sociedades en comandita
por acciones (partnerships limited by shares) registered with the Securities Register of the respective
Supervisor may be quoted on the Stock Exchange, provided they have been accepted for trading by the
Board of Directors of the Stock Exchange upon fulfillment of the requirements set forth in the Manual of
Rights and Obligations of Issuers. These shares will be called registered shares.
Notwithstanding the foregoing, shares in sociedades anónimas (stock corporations) and sociedades en
comandita por acciones (partnerships limited by shares) that do not meet the requirements set forth in the
preceding paragraph – which are called unregistered- and those registered and suspended shares, may be
traded on the Stock Exchange in accordance with the particular method outlined in the following section.
However, shares subscribed but not paid-up, may not be traded on the Stock Exchange in order to protect
interests of investors who could buy them without sufficient knowledge of the legal provisions in force.
Notwithstanding the foregoing, such shares may be traded in those cases contemplated in subsection 3 of
Section 16, in Section 17, and in subsection 2 of Section 19 of Law No. 18.046.
SECTION 4: Shares that are listed and not suspended may be traded on the trading floor by the systems
mentioned in Title II of this Section, while unlisted and registered and suspended shares may only be
traded by means of the quarterly auctions.
SECTION 5: Registered or unregistered shares may only be traded on the trading floor, excluding those
listed in Section 23 of Law No. 18.045.
SECTION 6: Stockbrokers may carry out transactions in shares on their own account provided they are
previously authorized to do so, or in the name and on behalf of third parties.
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A transaction for own account will refer to the purchase or sale of shares and securities made by a
stockbroker in his own name, and may be divided into transactions with and without the intention to
transfer any rights to them.
Transaction on behalf of third parties will refer to the purchase and sale of shares and securities made by a
stockbroker as agent for a third party.
Title II Trading Floor Transaction Systems
SECTION 7: Shares may be traded on the trading floor basically under the following systems:
- Pregón (Open Outcry System)
- Ofertas a Firme sin Calce Automático (Firm Offers without Automatic Matching)
- Telepregón or Calce Automático de Ofertas a Firme (Automatic Matching of Firm Offers)
- Firm Offers in Block
- Auction
- Bid
- Serialized Electronic Auction
- Auction of Book of orders
SECTION 8: The sistema de pregón (open-outcry system) is a system whereby the stockbroker offers on
the trading room and in a loud voice the orders received from his customer, and is forbidden to perform
off-tradings.
No personal orders are acknowledged in the trading room, and therefore any transaction offered and
accepted must be carried out without any exceptions, as for example, the intention to trade with a certain
person.
SECTION 9: Once a transaction is proposed on the trading room and accepted by any stockbroker in
writing, it is final and binds both parties to fulfill it.
From this, only those transactions subject to the systems of "Auction Offers Simultaneously directed to
National and International Market" and "Auction of a Book of Orders” may be exempted, in those cases
and in the manner set forth in paragraphs 2.3.1.4. and 2.4A of this Manual.
SECTION 10: Approvals or consent will be governed by the instructions outlined in Section B of this
manual.
SECTION 11: The system of firm offers is a computer system that allows the stockbroker to make offers to
buy or sell shares, for which purpose the stockbroker must indicate the quantity to be sold or bought along
with their respective prices and payment terms. There are two systems of firm offers: (i) without
automatic matching, and (ii) with automatic matching or telepregón (automatic matching system of firm
offers).
The System of Firm Offers without Automatic Matching operates simultaneously with the pregón system
(open outcry system) and transactions of such offers are to comply with all the provisions established for
the pregón system.
The Telepregón is a system for trading stocks of high market presence, low market presence and those in
special situations, by entering offers to buy or sell in the computer system, which automatically match
compatible offers according to the procedure described in Section B of this Manual.
SECTION 12: The auction system is a system to buy and sell shares in which bids are submitted previously,
and are awarded to the highest bidder.
SECTION 13: The stockbroker who issued the auction order will be liable for what has been offered
therein. Should the stockbroker verify the existence of any attachments / encumbrances or any other
measures restricting the free disposal of the shares, the stockbroker will remove and set aside the auction
order until such attachment or restriction has been released. In addition, the stockbroker will give notice
of the withdrawal of the order to the Management of the Stock Exchange and to the customer.
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SECTION 14: Forced auctions of shares whether listed or unlisted on the Stock Exchange may be carried
out, and will be fully consistent with general trading rules and with those specific instructions given.
For purposes of this manual, a Forced Auction will refer to any auction which is ordered independently of
the will of the owner of the securities.
Types or kinds of forced auctions:
a) Foreclosure of Pledged Securities: It refers to the public auction sale of pledged securities carried
out in accordance with the provisions set forth by Law No. 4.287, on pledge of securities in favor of
banks. In this case, it is ordered by the Bank or the Financial Creditor Institution/Pledgee.
b) Judicial Auction Sale: It refers to the sale ordered by a Court, either ordinary or special, in a
foreclosure action or as a consequence of a pledge foreclosure governed by the rules set forth in
D.L. (Decree Law) No. 776 enacted in 1925.
c) Others: auction sales ordered by a Trustee in Bankruptcy or a Liquidator of a Company of shares
held by deceased shareholders or shares that were subscribed but not paid-up, etc., or other
similar ones not contemplated above.
TITLE III - Off-Floor Tradings
SECTION 15: Transactions carried out in compliance with the provisions set forth in Section 23 of Law No.
18.045 shall be registered on the Stock Exchange according to the conditions, formalities and deadlines
determined by the Board of Directors.
TITLE IV. Correction and Cancellation of On-Floor and Off-Floor Tradings
SECTION 16: Corrections of on-floor tradings will not be accepted, except as provided for in Section B of
this Manual; and they may be cancelled only when such cancellation has been duly authorized by the Shift
Director or his substitute.
SECTION 17: Off-floor tradings may be neither corrected nor cancelled.
SECTION 18: The Shift Director may reject cancellations when they imply substantial changes or
modifications to the market, such as to the closing price, average price, quantity, amount, etc. The
stockbroker’s reiterative cancellations will enable the Shift Director to qualify the explanations given and
reject any subsequently requested cancellations.
Title V - Settlement of On-Floor and Off-Floor Tradings
Section 19: Transactions will be settled in accordance with the settlement condition agreed upon at the
time of the transaction and according to the rules, schedules and procedures as may be determined by the
Board of Directors.
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SECTION 20: For all statutory purposes, only the price and amount fixed by the Stock Exchange will be
valid, and stockbrokers must settle their transactions in accordance with these conditions.
SECTION 21: Should the existence of any mistakes in the calculations made by the Stock Exchange be
proven, the Stock Exchange will rectify them by giving notice of the final values to the stockbrokers
concerned, who shall return or pay any relevant differences.
SECTION 22: The price of the stock trading of domestic issuers will be generally paid in local currency,
whether in cash, vale vista (sight draft) or check drawn by the buying stockbroker to the selling
stockbroker. Such payments shall be made by nominative documents. Furthermore, transactions may
be settled by an electronic transfer of funds.
Notwithstanding the foregoing, the Board of Directors may define any other forms of payment available
in the financial system, to the extent they represent a progress in safety and availability of funds.
The price of foreign securities transactions is payable in U.S. dollars or in any other currency authorized by
the Central Bank of Chile and under the payment terms to be defined by the Board of Directors.
The selling stockbroker will not be bound to collect such amount in a way other than the one mentioned
above.
SECTION 23: If payment is made by check, the buying stockbroker's liability is subject to the condition of
the actual settlement thereof by the drawee bank.
Should the check be protested, the Shift Director –after being notified of such fact - will take all
appropriate measures with a view to settling the transaction and punishing the infringing stockbroker.
SECTION 24: Sold shares will be delivered in compliance with legal requirements and the regulations in
force, according to the procedure described in Section B hereof.
SECTION 25: Should the issuing Company have announced the payment of dividends, bonus shares and/or
the distribution of other benefits to its shareholders in the transactions carried out until the fifth business
day, inclusive prior to the settlement or payment date, the buyer will be entitled to them. For these
purposes, Saturday will be deemed as a business day.
The selling stockbroker will be liable for the payment of dividends, stock dividends, or advertised benefits
and upon delivery and transfer thereof, the selling stockbroker must also submit a voucher signed by the
stockbroker, evidencing such obligation, and giving notice thereof in the relevant transfer. However, such
payment may be centrally made through the SCL System.
From the day following the one mentioned in the first paragraph, transactions will be carried out without
any right to dividends and any other benefits.
Without prejudice to the foregoing, in the transactions of shares with no rights defined in paragraph 2.5.8
a) of section B of this Manual, the seller will not transfer to the buyer any rights to receive a certain
variation of capital or benefit agreed to be distributed by the issuing company. Therefore, the selling
stockbroker shall not attach the relevant voucher to the transfer.
SECTION 26: Whenever an issue of payment or any other right requiring an option by the shareholder has
been announced, transactions will be carried out without any right to it from the day immediately
following the day determined to fix who will be entitled to it on account of being registered with the
relevant register.
In those transactions carried out with subscription or option rights, the selling stockbroker will be bound to
exercise the subscription or option pursuant to the instructions given by the buying stockbroker, provided
the latter pays the relevant amount thereof in due course.
In the case of the right of first refusal, the selling stockbroker will be exempt from the obligation under
the preceding paragraph if, at the time of settling the transaction, the selling stockbroker transfers such
right of first refusal in accordance with Section 31 of the Reglamento de Sociedades Anónimas (Stock
Corporations' Regulations).
With regard to transactions of shares with no right as defined in paragraph 2.5.8.a) of Section B of this
Manual, the selling stockbroker will not be bound to exercise the subscription or option when the issue
of cash shares has been announced.
SECTION 27: The transaction duly registered with the Stock Exchange, not complied with by a stockbroker
in due course in accordance with the provisions set forth herein, authorizes the Shift Director to settle it on
the first trading session of the next trading day.
In order to achieve such settlement, it will be sufficient that the adversely affected stockbroker gives
notice of such default to the Shift Director, and that the Shift Director notifies such claim to the defaulting
stockbroker.
The settlement of the transaction by the Shift Director will be carried out without prejudice to any other
responsibilities affecting the defaulting stockbroker and his obligation to compensate any damages caused
by such default.
TITLE VI Responsibilities
SECTION 28: Stockbrokers are personally liable to pay the purchase price or make delivery of the securities
sold and in no case the defense for lack of provision will be admitted. Stockbrokers may not offset the
amounts received to purchase securities or the amounts paid for those sold by them against any amounts
owed to them by their customer, purchaser or seller.
Any transactions between stockbrokers must be settled and paid by those who are registered as
contractors in the Stock Exchange records.
SECTION 29: Stockbrokers will be liable for the identities and legal capacities of the individuals hired
through him; for the authenticity and completeness of the securities being traded and for recording the
last holder thereof in the issuer’s registers.
SECTION 30: The buying stockbroker is responsible toward the selling stockbroker for giving notice of the
transfer to the Company for the registration of the shares and will be liable for any damages suffered by
seller due to the untimely filing thereof. The buying stockbroker must submit the transfer to the company
on the trading day immediately following the transaction settlement date, provided that the customer has
not previously requested it in writing to be processed on its own account.
Description:20.000 STOCK TRADING MANUAL Approved and in force from October 28, 1991 SANTIAGO STOCK EXCHANGE STOCK EXCHANGE Updated as of December 6, 2013
