RMB-Denominated International Bonds GTSM listed products with features across the Taiwan Strait 1. Foreign currency denominated in foreign currencies Bonds denominated in foreign currencies offered and issued in Taiwan by domestic and overseas issuers are called “International Bonds”. Bonds denominated in Renminbi (RMB) are specifically called “Formosa Bonds”. International bonds can be sold to the general investing public or only to qualified institutional investors. 2. Related issuance and listing regulations ●Regulations Governing the Offering and Issuance of Securities by Foreign Issuers ●Regulations Governing the Offering and Issuance of Securities by Issuers ●Regulations Governing the Offering and Issuance of Overseas Securities by Issuers ●Regulations Governing the Issuance of Financial Debentures by Banks ●Per 27 August 2013 Letter No. Financial-Supervisory- Securities-Corporate-10200293696 of the Financial Supervisory Commission ●GreTai Securities Market Rules Governing Management of Foreign Currency Denominated International Bonds 3. Types of RMB-denominated bonds Domestic issuers ●Straight bonds/Overseas straight bonds ●Financial bonds/Overseas financial bonds ●Convertible bonds(CB)/European convertible bonds(ECB) ●Warrant bonds(WB)/ European warrant bonds(EWB) ●Straight bonds Foreign issuers ●Bonds exempt from the listing requirements of the competent authority, must be an international organization, or have a credit rating of AAA or a rating better than the sovereign rating of the Taiwanese government ●GTSM (or TWSE) primary listed companies ●GTSM (or TWSE) secondary listed companies whose stocks must be already listed for trading on an approved overseas securities market. ●Branches of overseas financial institutions, or affiliated to other companies. ●For issuers whose stocks have not yet been listed for trading on an approved overseas securities market (only to be sold to qualified institutional investors) ●Convertible bonds (converted to TWSE or GTSM listed equity or TDR) ●Warrant bonds (entitled to buy TWSE or GTSM listed equity or TDR) 4. Steps for issuers to offer and issue international bonds Obtain a Letter of Approval from the Central Bank Obtain a Letter of Consent to trading from GTSM Effectively register with the competent authority Apply to GTSM for listing Formal examination 3 work days Announcement of GTSM listing List and trade • Domestic issuers are exempt from obtaining a Letter of Approval from the Central Bank if the funds raised are kept in foreign currency or completely exchanged into NTD by means of a swap or CCS. • Domestic issuers are exempt from obtaining a Letter of Consent from GTSM • Straight bonds that are offered and issued by foreign issuers and only sold to qualified institutional investors exempt from obtaining a Letter of Approval from the Central Bank, a Letter of Consent from GTSM and applying for effective registration with the competent authority. 5. Credit Rating ●Straight bonds/Overseas straight bonds – no credit rating requirement if that conform to one of the circumstances below: ●The bond has been guaranteed by a financial institution within the territory of the ROC. ●The issuer has provided an issuer credit rating report with a credit rating of BBB or higher. ●Sale of the bond is restricted to qualified institutional investors. ●Convertible bonds and warrant bonds: no credit rating requirement.