Newsletter
Taipei Exchange Amends Rules Governing Management of Foreign Currency Denominated International Bonds
Taipei Exchange ("TPEx") revised Articles 4-1 and 6-2 of the Rules Governing Management of Foreign Currency Denominated International Bonds (the "Rules") on January 2, 2018, which mainly revised the range and qualification of a foreign issuer for offering and issuing international bonds that are sold only to professional investors in ROC. The original Article 4-1 simply stipulates that a juristic person organized and registered under the laws of a foreign nation or a branch of a foreign financial institution meeting specific conditions is a qualified foreign issuer, but does not expressly stipulate the range of a juristic person organized and registered under the laws of a foreign nation. However, in the amended Rules, the Rules clearly list the range of a juristic person organized and registered under the laws of a foreign nation, include supranational entities as the foreign issuers, and expand the range of the foreign financial institution. The main contents of the amendment are as follows:
A. Supranational entities
The amended Rules additional include supranational entities as qualified foreign issuer to issue international bonds that are sold only to professional investors in the ROC. The amended Rules further list the names of the fourteen qualified supranational entities, including International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), and Asian Development Bank (ADB).
B. A company organized, registered, or established under the laws of a foreign nation, or a subsidiary thereof
The company organized, registered, or established under the laws of a foreign nation and meeting any of the following qualifications, is qualified as a foreign issuer:
1. Its stock is listed and traded on a foreign securities market approved by the competent authority.
2. Its depositary receipts are listed and traded on a US national securities exchange approved by the competent authority and the depositary receipts are Sponsored Level II ADRs or Sponsored Level III ADRs.
3. Its stock is listed on a securities exchange admitted as a full member of the World Federation of Exchanges (WFE), the competent authority of which has signed an agreement for supervisory cooperation with the competent authority of the ROC. According to the amendment explanation, the abovementioned "a full member of WFE" excludes an affiliate member, and the competent authority of such full member must be a signatory of MMoU of International Organization of Securities Commission (IOSCO).
4. Its total assets exceed US$200 million or its net worth exceeds US$20 million shown in its latest CPA-audited or reviewed financial report.
Furthermore, the subsidiary, directly or indirectly, wholly owned by the qualified company may also be a qualified foreign issuer on the condition that such qualified company provides a guarantee for all amount of the bonds and undertakes that it will perform all public announcement and reporting obligations pursuant to the regulations of the competent authority and the TPEx.
C. A foreign financial institution, its branch or a subsidiary thereof:
The original provision only allows a branch of a foreign financial institution meeting specific requirements to act as a foreign issuer. However, the amended Rules qualify a foreign financial institution or a subsidiary thereof as a foreign issuer.
1. A foreign financial institution
A foreign financial institution meeting any of the requirements mentioned set forth in 1, 2 or 3 of B above or its total assets exceed US$20 billion or net worth exceeds US$1.5 billion according to its latest CPA-audited or reviewed financial report may be a foreign issuer.
2. A branch of the foreign financial institution
In addition to the qualifications that its head office or its holding company's stocks or depositary receipts meet the requirements of listing, which has already be stipulated, the amended Rules additional allow that a branch of the foreign financial institution may act as a foreign issuer if its head office or its holding company's stocks have been listed on a securities exchange admitted as a full member of the WFE, and the total assets exceed US$20 billion or net worth exceeds US$1.5 billion.
3. A subsidiary of the foreign financial institution
The subsidiary, directly or indirectly, wholly owned by the qualified foreign financial institution may also be a qualified foreign issuer on the condition that such qualified foreign financial institution provides a guarantee for all amount of the bonds and undertakes that it will perform all public announcement and reporting obligations pursuant to the regulations of the competent authority and the TPEx.