Article 3
For the purposes of these Rules, “international bond” means one of the following foreign currency denominated securities:
1. An international organization bond or a government bond or straight corporate bond issued by a foreign issuer, as approved by the Financial Supervisory Commission (“the competent authority”) pursuant to Article 22, paragraph 1 of the Securities and Exchange Act.
2. A straight corporate bond or overseas straight corporate bond offered and issued, or a straight corporate bond privately placed, by a domestic issuer or a TPEx (or TWSE) primary listed company.
3. Convertible corporate bonds, overseas convertible corporate bonds, corporate bonds with warrants, and overseas corporate bonds with warrants, offered and issued by a domestic issuer or a TPEx (or TWSE) primary listed company.
4. Convertible corporate bonds and corporate bonds with warrants offered and issued by a foreign issuer that has sponsored the issuance of TWSE listed or TPEx listed Taiwan Depositary Receipts.
5. A financial bond, or overseas financial bond, offered and issued by a domestic financial institution.
6. Straight corporate bonds that are domestically offered and issued or privately placed by a foreign issuer that is not a TPEx (or TWSE) primary listed company or emerging stock company.
7. Straight corporate bonds that are issued offshore by a foreign issuer that is not a TPEx (or TWSE) primary listed company or emerging stock company and that are fully sold by an offshore banking unit or an offshore securities unit located within the territory of the Republic of China (ROC).
8. Overseas straight corporate bonds offered and issued by a foreign issuer that is an emerging stock company.
9. Overseas convertible corporate bonds and overseas bonds with warrants offered and issued by a foreign issuer that is an emerging stock company.
10. Straight corporate bonds denominated in Renminbi issued by other issuers meeting the requirements set out by the TPEx.

Article 4-1
When a foreign issuer offers and issues in the ROC foreign currency denominated government bonds or straight corporate bonds that are sold only to professional investors, if the competent authority has approved the bonds as being exempt from the requirement of effective registration under Article 22, paragraph 1 of the Securities and Exchange Act, the issuer may apply to the TPEx for TPEx trading of the bonds in accordance with these Rules.
The scope and qualifying requirements of a foreign issuer under the preceding paragraph shall be as follows:
1. Government: the issuer is a foreign central government with a sovereign rating not lower than BBB or an equivalent rating; or a foreign local government that has submitted a credit rating report showing that the credit rating of the bond or the issuer is not lower than BBB or an equivalent rating.
2. Supranational entity: Means a multilateral international entity established by multiple nations or organizations (see Appendix 1).
3. A company organized, registered, or established under the laws of a foreign nation, or a subsidiary thereof.
A. The company organized, registered, or established under the laws of a foreign nation meets any of the following qualifying requirements:
a. Its stock is already listed and traded on a foreign securities market approved by the competent authority.
b. Its depositary receipts are already 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.
c. Its stock is listed on a securities exchange admitted as a full member of the World Federation of Exchanges (WFE), and the competent authority for the securities exchange has signed an agreement for supervisory cooperation with the competent authority of Taiwan.
d. Its total assets exceed US$200 million or the net worth exceeds US$20 million according to its latest CPA-audited or reviewed financial report.
B. A subsidiary of a company under the preceding item: A subsidiary of which a company under the preceding item directly or indirectly holds 100 percent of the shares, and the parent company provides a 100 percent guarantee for 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.
4. A foreign financial institution or a branch or subsidiary thereof:
A. A foreign financial institution: Meets any of the requirements in subparagraph 3, item A, sub-items a, b, or c; or its total assets exceed US$20 billion or its net worth exceeds US$1.5 billion according to its latest CPA-audited or reviewed financial report.
B. A branch of the foreign financial institution:
a. The foreign financial institution or its share-holding parent company meets any of the requirements in subparagraph 3, item A, sub-items a, b, or c, and its total assets or net worth meets the requirements of the preceding item.
b. The foreign financial institution and the branch are permitted to offer and issue the present issue of bonds under the laws and regulations of the nation of registration of the institution.
c. The foreign financial institution has issued a statement undertaking that it will bear full liability for the actions of the branch in the issuance of the bonds and for performance of the branch’s debts.
d. The foreign financial institution or its share-holding parent company undertakes that it will perform all public announcement and reporting obligations pursuant to the regulations of the competent authority and the TPEx.
C. A subsidiary of the foreign financial institution: A subsidiary of which a financial institution under item A directly or indirectly holds 100 percent of the shares, and the financial institution provides a 100 percent guarantee for 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.
The term “share-holding parent company” in subparagraph 4, item B in the preceding paragraph means an entity that directly or indirectly holds a total of more than half of the equity rights and voting rights in the financial institution, and that includes the financial institution as an entity in its consolidated financial reports.

Article 5-2
A foreign issuer, before applying for TPEx trading, shall first obtain a letter of consent issued by the TPEx indicating that the issuer is permitted to engage in TPEx trading. Within 1 month from the issuance date of that consent letter, the issuer shall file for registration of offering and issuance under the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers, or apply for exemption from the requirement of effective registration with the Competent Authority under Article 22, paragraph 1 of the Securities and Exchange Act or apply to the Central Bank for private placement. Upon failure to do so by that deadline, the letter of consent shall become void. However, the foreign issuer may be exempted from obtaining the letter of consent if the international bonds are issued under Article 3, subparagraph 7, Article 4, or Article 4-1, or are straight corporate bonds filed for effective registration under the Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers.
An issuer issuing an international bond under Article 3, subparagraph 10 shall, before filing with the Central Bank for recordation, obtain a letter of consent issued by the TPEx indicating that the issuer is permitted to engage in TPEx trading. Within 1 month from the issuance date of that consent letter, the issuer shall complete the offering and issuance of the international bond and begin TPEx trading of the international bond. Upon failure to do so by that deadline, the letter of consent shall become void.
A foreign issuer issuing an international bond under Article 4-1, before applying for TPEx trading, shall file for recordation with the Central Bank, submitting materials including the planned issuance rules, basic information of the issuer, and the use for the funds, with a copy to the TPEx; if the issuer is a foreign government, it shall additionally submit the credit rating report or evidentiary documents.

Article 6
With the exception of the bonds referred to in Article 4, an issuer of international bonds that applies for TPEx trading of an international bond shall submit an Application for TPEx Trading of International Bonds (Attachments 1-1 to 2-2) to the TPEx, filling out all required particulars and including the required attachments.
An application submitted pursuant to the preceding paragraph shall be in Chinese, provided that the application may be in English for the bonds under Article 3, subparagraph 7 or Article 4-1.
For international bonds under Article 3, subparagraph 7 or under Article 4-1, the foreign issuer is additionally required to provide a statement, with the following content, in its public prospectus and in other related sales documents provided to investors: That the Taipei Exchange is not responsible for any of the content appearing in the document, and makes no statement regarding its accuracy or completeness; the content must further clearly indicate that the TPEx bears no liability for any loss incurred due to the content of the document as a whole or any of its parts, or due to any reliance on such content.

Article 6-2
A foreign issuer meeting the following criteria may issue subordinated international bonds:
1. The issuer shall be a bank organized, registered, or established under the laws of a foreign country or a branch unit thereof, and shall meet the requirements of Article 4-1, paragraph 2, subparagraph 4.
2. The issuer shall enhance information disclosure in the prospectus, final terms, and pricing supplements.
3. The international bonds may not be perpetual.
4. The international bonds may not have equity conversion rights, exchange rights, or subscription rights, or principal write-down clauses. However, this restriction does not apply to circumstances in which the competent authority of the issuer’s home country deems it necessary to convert the bonds into common shares of the issuer or to carry out a principal write-down of the bonds because the issuer is no longer viable.
5. The international bonds may be sold only to professional investors as defined in Article 2-1, paragraph 1, subparagraph 1.
6. The monetary sum of the subordinated international bonds that the issuer applies to issue, plus the outstanding balance of subordinated international bonds already issued by the head office and branches may not exceed the outstanding balance of all other international bonds issued by the head office and branches.
The term “subordinated international bond” in the preceding paragraph means that the issuer stipulates that the international bond is subordinate to other debts of the company in priority of repayment.

Article 35
The issuer of an international bond, with the exception of an issuer under Article 4, subparagraph 3 or Article 4-1, paragraph 2, subparagraph 1, shall report the following information in Chinese or English on a regular basis:
1. Any change in issuance data for the preceding month shall be entered into the TPEx-designated information reporting website within 10 days after the end of each month.
2. Within 20 days after the completion or printing date of the annual report, an electronic file containing the annual report shall be transmitted to a TPEx-designated information reporting website; if the issuer is a branch of a foreign financial institution, or is a company controlled by another company, and has not prepared an annual report, it shall file the annual report of its head office or the other company. If a foreign issuer issues an international bond under Article 4-1 that furthermore is guaranteed by a financial institution, the issuer may replace its annual report with the annual report of the guarantor financial institution.