| Article 1 |
These Operational Directions are specially adopted to develop sustainable financing and establish a mechanism for TPEx trading of sustainability bonds in Taiwan.
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| Article 2 |
For the purposes of these Operational Directions, sustainability bonds mean securities that have been accredited by the TPEx as sustainability bonds.
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| Article 3 |
An issuer issuing the following securities may apply to the TPEx for sustainability bond accreditation if the securities meet the requirements set out in Article 4.
- Straight corporate bonds or financial debentures for which the issuer applies for TPEx trading pursuant to Article 6, 7, or 15 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx.
- New Taiwan dollar (NTD) denominated foreign straight bonds for which the issuer applies for TPEx trading pursuant to Article 36 of the TPEx Rules Governing the Review of Foreign Securities for Trading on the TPEx.
- Securities for which the issuer applies for TPEx trading pursuant to Article 3 of the TPEx Rules Governing Management of Foreign Currency Denominated International Bonds, with the exception of securities having equity characteristics.
- Beneficial securities or asset-backed securities for which the issuer applies for TPEx trading pursuant to Article 7-1 of the TPEx Rules Governing the Review of Securities for Trading on the TPEx.
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| Article 4 |
When an issuer applies for sustainability bond accreditation, its investment projects shall simultaneously include a green project(s) and a social project(s), and shall comply with the following requirements according to the type of securities:
- Straight corporate bonds: All of the proceeds raised by the issuer are to be allocated for expenditures on the investment projects, or to pay back debts incurred in the investment projects. All of the proceeds raised by a foreign financial institution are to be allocated for loans to the investment projects, for expenditures on the investment projects, or to pay back debts incurred in the investment projects.
- Financial debentures: All of the proceeds raised by the issuer are to be allocated for loans to the investment projects, for expenditures on the investment projects, or to pay back debts incurred in the investment projects.
- Beneficial securities or asset-backed securities: All of the assets in the asset pool come from the investment projects.
- Sukuk (Islamic fixed income security): All of the proceeds obtained by the Sukuk obligor(s) are to be allocated for expenditures on the investment projects, or to pay back debts incurred in the investment projects. If the Sukuk obligor is a foreign financial institution, all of the proceeds obtained by it are to be allocated for loans to the investment projects, for expenditures on the investment projects, or to pay back debts incurred in the investment projects.
The meaning of "asset pool" in subparagraph 3 of the preceding paragraph shall be determined in accordance with the Financial Asset Securitization Act.
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| Article 5 |
For the purposes of the preceding article, "green project" means investment as set out in Article 5 of the Taipei Exchange Operational Directions for Green Bonds; "social project" means investment in the following matters, with substantial benefit for society:
- Affordable basic infrastructure.
- Access to essential services.
- Affordable housing.
- Employment generation, and programs designed to prevent and/or alleviate unemployment stemming from socioeconomic crises.
- Food security and sustainable food systems.
- Socioeconomic advancement and empowerment.
- Other matters approved by the TPEx.
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| Article 6 |
For the purposes of these Operational Directions, a certification body means a body that, in accordance with customary practice in the international financial markets or with domestic practice, possesses the professional expertise to assess or certify sustainability bond frameworks or the allocation status of the proceeds, and that has relevant assessment or certification experience.
If there is any misrepresentation or non-disclosure in an assessment opinion or certification report issued by a certification body, the TPEx may void or revoke the sustainability bond qualification as assessed or certified by the body, and refuse within a period of 1 year to accept assessment opinions or certification reports issued by the body.
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| Article 7 |
An issuer applying for sustainability bond accreditation shall apply to the TPEx by submitting a Sustainability bond Accreditation Application Form (Form 1, 2, or 3), along with the required documents, and specifying the required particulars.
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| Article 8 |
When an issuer applies for sustainability bond accreditation, the TPEx shall complete the review process within 3 business days from the date the application documents are delivered. Notwithstanding the above, under special circumstances the TPEx may file for approval of an extended review period.
Once the application documents under the preceding paragraph have been reviewed and found by the TPEx to be complete and in compliance with these Operational Directions, the TPEx may issue a sustainability bond accreditation certificate. If the review finds the application documents to be incomplete or to contain inadequate information, the TPEx shall request the applicant to supplement the documents or information within a prescribed time period. If the applicant fails to make the supplementation within that period, the TPEx shall issue a notice of rejection.
An issuer shall, within 2 months from the issuance date of the accreditation certificate under the preceding paragraph, apply to the TPEx for TPEx trading of the bonds. The accreditation certificate shall become invalid if the issuer fails to do so within that period. However, if an application for extension with good cause is filed and the application is approved by the TPEx, a 2-month, one-time-only extension may be granted.
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| Article 9 |
An issuer applying for sustainability bond accreditation shall adopt a Sustainability Bond Framework, which shall include the following content:
- Description of the green projects and social projects complying with Article 5.
- Process of selection and assessment of the green projects and social projects.
- Plan for allocation of proceeds.
- Post-issuance proceeds allocation report
An assessment opinion or certification report shall be issued by a certification body stating that the Sustainability Bond Framework under the preceding paragraph meets the requirements of these Operational Directions or of sustainability bond principles adopted in international financial market practices.
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| Article 10 |
An issuer shall disclose the content of the Sustainability Bond Framework in the prospectus. However, the issuer may disclose the content of the Sustainability Bond Framework in another issuance document if the issuer is not required to and does not prepare a prospectus in accordance with the Regulations Governing Information to be Published in Public Offering and Issuance Prospectuses, the Regulations Governing Information to be Published in Financial Institution Prospectuses for Offering and Issuance of Securities, or the Regulations Governing Information to be Published in Prospectuses for Public Offerings of Beneficiary Securities by Trustee Institutions and Public Offerings of Asset-Backed Securities by Special Purpose Companies.
Before issuance of the bonds, the issuer shall disclose the Sustainability Bond Framework and the assessment opinion or certification report of the preceding article through the Internet information reporting system designated by the TPEx.
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| Article 11 |
During the life of the sustainability bonds or the period of allocation of the proceeds raised by the bonds, the issuer shall, within 30 days from the date of public disclosure of the annual financial report, publicly disclose the status of allocation of the proceeds through the Internet information reporting system designated by the TPEx. However, if the issuer has good cause, it may apply to the TPEx to make the public disclosure by a regular annual deadline set by the issuer.
The issuer shall, annually by the deadline under the preceding paragraph, have a certification body issue an assessment opinion or certification report on whether the status of allocation of the proceeds conforms to the Framework, and enter the assessment opinion or certification report on the status of allocation of the funds into the Internet information reporting system designated by the TPEx.
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| Article 12 |
If there is any misrepresentation or non-disclosure in a relevant application document submitted or information reported by an issuer under Article 7, Article 10, or the preceding article, the TPEx may void or revoke the sustainability bond qualification.
If an issuer fails to carry out the reporting procedures under the preceding article or the allocation of the proceeds does not conform to the Framework, the TPEx may notify the issuer to remedy or correct the failure within a prescribed time period. If the issuer fails to remedy or correct the failure within that period, the TPEx may revoke the sustainability bond qualification.
If there is a change in the allocation of the proceeds, resulting in any noncompliance with the provisions of Article 4, the issuer shall apply to the TPEx for revocation of the sustainability bond qualification.
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| Article 13 |
These Operational Directions, and any amendments hereto, will be publicly announced and enter into force after submission to and approval by the competent authority. Any addition, deletion, or amendment to the forms annexed to these Operational Directions will enter into force after approval by the president of the TPEx.
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