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The Financial Supervisory Commission (FSC) revised the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers, the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers and their relevant schedules on 27 August 2013 to amend the application documents for domestic and foreign issuers to apply for the issuance of corporate bonds. The major amendments include:
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I.
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With respect to the requirements that domestic and foreigner issuers shall submit a credit rating report when they apply to the FSC for the offering and issuance of corporate bonds, to respond the international trend that the issuers decease their reliance on the credit rating reports and whether a credit rating report is necessary shall be decided by the issuers based on their own needs, the FSC deleted and amended the requirements that the issuers shall submit a credit rating report as the application document. In addition, with respect to the requirement that the lead underwriter must issue an evaluation report, differentiated management will be adopted depending on the types and sale object of the corporate bonds.
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A.
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Domestic Issuers
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1.
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If the ordinary corporate bonds are to be offered publicly through a underwriter and the sale object is limited to the professional investment institutions, domestic issuers can be exempted from providing an evaluation report by the lead underwriter and legal opinion by the legal counsels.
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2.
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When domestic issuers apply to the FSC for the offering and sale of the securities, they can be exempted from engaging the lead underwriter to issue an evaluation report once the underwriters meet the financial and business qualifications stipulated by the FSC. The requirement that domestic issuers shall submit a credit rating report for such exemption is deleted.
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3.
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The provision that public companies shall submit a credit rating report with a rating of a certain grade or higher when they issue corporate bonds is deleted.
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4.
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The provisions that (1) emerging stock companies and un-listed companies shall submit a credit rating report when they apply to the FSC for the issuance of the convertible corporate bonds or corporate bonds with warrants, and (2) emerging stock companies shall submit a credit rating report when they issue overseas convertible corporate bonds or overseas corporate bonds with warrants are deleted.
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B.
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Foreign Issuers
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1.
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When foreign issuers apply to the FSC for the issuance of the overseas ordinary corporate bonds, the case checklist reviewed by the underwriter is used to substitue the evaluation reports by the underwriter.
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2.
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The provision that foreign issuers shall obtain a credit rating report with a certain grade when they apply to the FSC for the offering and sale of the corporate bonds is deleted, provided that foreign issuers shall meet relevant financial and business qualifications. With respect to the qualification for foreign issuers to choose a foreign law as the governing laws of the corporate bonds, the qualification that the credit rating of foreign issuers shall reach a certain grade is substituted by the assessment criteria of the debt-repaying ability of foreign issuers.
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3.
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The provision that the prospectus shall include a credit rating report when foreign issuers offer and issue corporate bonds is deleted.
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4.
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The provisions that foreign issuers whose shares are traded on emerging stock market, the GreTai Securities Market or the Taiwan Stock Exchange shall submit a credit rating report when they apply to the FSC for the issuance of overseas convertible corporate bonds or overseas corporate bonds with warrants are deleted.
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II.
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To push the development of the corporate bond market and co-operate the tiered management of the investors, with respect to the applications by the issuers for the issuance of ordinary corporate bonds which will only be sold to the professional investment institutions, the FSC simplifies the application documents for such kind of application. Further, the issuers only need to state the issuer's basic information, the offering plan and the use of proceed in the prospectus and are not required to prepare the prospectus in accordance with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses, provided that the issuers shall apply to the GreTai Securities Market for registration for OTC trading.
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