信用評等事業管理規則

These Regulations are prescribed in accordance with paragraph 2 of Article 18 of the Securities and Exchange Act (the "Act").

1The term "credit rating agency" as used in these Regulations shall mean a company which, in an independent, objective, and impartial spirit, rates the degree of credit risk of the subject being rated or its performance.

2The term "internationally recognized credit rating agency" as used in these Regulations shall mean a credit rating agency that has been in business for no less than five years and has performed credit rating for no fewer than five international bond issues in which the aggregate value of subject being rated was greater than US$500 million.

3The term "associated persons" as used in these Regulations shall mean persons who are directly involved in credit rating business.

1An agency engaging in the credit rating business shall be approved by the Financial Supervisory Commission (the FSC) and issued a business license before it may commence business operations. The above provisions shall apply to the establishment of a branch office.

2A credit rating agency establishing a branch office abroad shall be approved by the FSC, and shall file a report accompanied with the following documents to the FSC for recordation within one month after completion of establishment:

31.One photocopy of approval letter for establishment issued by the local government authority in charge.

42.A register of managerial officers and associated persons.

1A credit rating agency shall be organized in the form of a company limited by shares, unless otherwise provided in these Regulations.

2The paid-in capital of a credit rating agency shall not be less than NT$50 million, and shall be fully subscribed by the promoters upon issuance.

1An internationally recognized credit rating agency applying to establish a branch office in the R.O.C. shall submit relevant certified documents and certificate of working capital in the amount of NT$50 million for business purposes to the FSC for approval.

2A branch office so established shall not be subject to the restrictions of paragraph 1 of the preceding article.

1No person to whom any of the following items applies shall serve as a promoter, director, supervisor, or managerial officer of a credit rating agency; those appointed and currently serving in any of these capacities shall be discharged by the FSC pursuant to the provisions of Article 18-1, paragraph 2 of the Act, whereby the provisions of Article 53 of the Act shall apply mutatis mutandis; the FSC shall also make written request to the Ministry of Economic Affairs to rescind the registration of such persons as director, supervisor, or managerial officer:

21.Any of the circumstances listed in Article 30 of the Company Law.

32.The person served as the director, supervisor, managerial officer or any other equivalent positions of a juristic person when such juristic person was adjudicated bankrupt, and a period of three years has not yet elapsed since the bankruptcy was concluded or a settlement has not yet been fulfilled.

43.The person's account with a financial institution has been dishonored or the person has had a record of bad credit standing during the preceding three years.

54.The person was discharged from functional duties pursuant to the provisions of Article 56 or Article 66, paragraph 2 of the Securities and Exchange Act or Article 103, paragraph 2 or Article 104 of the Securities Trust and Consulting Act, and a period of three (3) years has not yet elapsed since the discharge.

65.The person has been replaced or discharged from functional duties pursuant to the provisions of Article 100, paragraph 1, subparagraph 2 or Article 101, subparagraph 1 of the Futures Trading Act, where a period of five (5) years has not yet elapsed since the discharge.

1A credit rating agency may engage in the following businesses:

21.To rate degree of credit risk and to rate performance.

32.To provide consulting service related to credit rating.

43.To publish publications relating to credit rating.

54.Other businesses approved by the FSC.

1The subjects rated by credit rating agencies shall include the following:

21.Companies, securities firms, futures commission merchants, other businesses related to securities and futures, and other financial institutions.

32.Securities and other financial instruments.

43.Other subjects approved by the FSC.

1The promoters applying for approval of establishment of a credit rating agency pursuant to the provisions of Article 4 shall submit the application with the following documents together with related documentary proofs to the FSC for approval:

21.Articles of Incorporation.

32.Business plan.

43.List of promoters, specifying the name or company name, address, and capital contribution, and a statement declaring the inapplicability of paragraph 1 of Article 6 of these Regulations.

54.The minutes from the meeting of promoters;

65.Other documents that the FSC may require.

7Where an internationally recognized credit rating agency intends to establish a branch office in the Republic of China pursuant to the provisions of Article 5, it shall apply to the FSC for approval, submitting an application form and the following documents together with related documentary proofs:

81.Articles of Incorporation, or a document equivalent to Articles of Incorporation.

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1The incorporation registration of a credit rating agency incorporated pursuant to the provisions of Article 4 shall be completed within six months following approval by the FSC; the applicant shall thereafter file an application and the following documents, together with related documentary proofs, to the FSC for issuance of a business license:

21.A photocopy of the letter approving incorporation registration.

32.The corporate bylaws.

43.A shareholders list and the minutes of shareholders meeting.

54.A list of directors and supervisor(s) and a written statement declaring the inapplicability of paragraph 1 of Article 6 of these Regulations.

65.Minutes of the board of directors meeting.

76.A list of managerial officers and a statement declaring the inapplicability of paragraph 1 of Article 6 of these Regulations and a certification of compliance with paragraph 1 of Article 17 of these Regulations.

87.A list of associated persons and a statement declaring the inapplicability of paragraph 1 of Article 54 of these Regulations.

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1The FSC may deny permission if any of the following circumstances exists with respect to an application for establishment of a credit rating agency or issuance of a business license:

21.Any of the circumstances of Article 6 exists with respect to any of the promoters, directors, supervisors or managerial officers.

32.Any of the circumstances specified in the subparagraphs of Article 54, paragraph 1 of the Act exists with respect to any associated person.

43.The application documents are found to contain any falsehood or misrepresentation.

54.Any of the business plan, company bylaws, or internal control system is not concrete enough, or cannot be effectively implemented.

65.There is a likelihood that the professional competence of any responsible person or associated person is insufficient for sound and effective operation of credit rating business.

76.It is otherwise deemed necessary to protect the public interest.

8If any application documents submitted under these Regulations are incomplete or contain incomplete information, and the FSC imposes a deadline for supplementation or correction and the deadline is not met, the application will be rejected.

1The corporate bylaws referred to in Article 10, paragraph 1, subparagraph 2 shall include the following:

21.The organization and the responsibilities of each department.

32.The internal management control system, including rules regarding the independence of ratings, conflicts of interest, and legal compliance.

43.The internal accounting control system.

54.The deployment, management and training of personnel.

65.The principles and policy for business operation, and the fee policy.

76.The rating procedures, rating scales, standards, and division of responsibilities, including the methodology for each type of credit rating and the establishment and methods of use of statistical databases.

87.The organization and operations of the rating committee.

98.The announcement of ratings and relevant confidentiality measures.

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1A credit rating agency engaging in any of the following acts shall report to the FSC for prior approval:

21.Amendment of its Articles of Incorporation.

32.Merger.

43.Suspension or resumption of its business operations.

54.Dissolution.

65.Assignment of the whole or a substantial portion of its business.

76.Other items which require approval as prescribed by the FSC.

1A credit rating agency shall report any of the following circumstances to the FSC for recordation within ten (10) days after its occurrence:

21.Any resolution made by a shareholders meeting or board of directors meeting.

32.A change in shareholding of any shareholders holding more than ten (10) percent of the total outstanding shares.

43.A change of directors, supervisor(s), managerial officers, or associated persons;

54.A change of its principal business place.

65.A reorganization, liquidation, bankruptcy, or a major lawsuit.

76.Other items for which the FSC requires reporting.

8Where an internationally recognized credit rating agency receives approval to establish a branch office in the Republic of China pursuant to the provisions of Article 5, it may be exempted from subparagraphs 1 and 2 of the preceding paragraph, and from the provisions of subparagraph 3 that require reporting a change of directors or supervisor(s). Where any of the following events occur with respect to a branch office's head office, the branch office shall of its own accord inform the FSC of that fact within ten (10) days, presenting a description of the facts and other related information:

1A credit rating agency shall prepare its financial reports in accordance with the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC), as endorsed by the FSC.

2A credit rating agency shall, within three months after the end of each fiscal year, report to the FSC financial statements certified by a certified public accountant, passed by the board of directors, and recognized by the supervisor(s). The agency shall also report the following matters:

31.The name, content, and amount of operating revenue of each type of businesses in the previous fiscal year.

42.The number of credit rating cases of each class of credit ratings, and the total issuance amount of each type of instruments being rated in the previous fiscal year.

5In the event the aforesaid financial statements shall be different from the financial statements recognized by the shareholders meeting, it shall report to the FSC within two (2) days after occurrence.

6Where an internationally recognized credit rating agency receives approval to establish branch offices in the Republic of China pursuant to the provisions of Article 5, the financial statements of its branch office(s) shall be prepared in accordance with the provisions of paragraphs 1 and 2. However, said branch office(s) may be exempted from the requirement that the financial statements be passed by the board of directors and recognized by the supervisor(s) and the general shareholders meeting.

1A credit rating agency shall publicly disclose the following matters on its company website:

21.Its business report, to be published within three months after the close of each fiscal year.

32.Its credit rating procedures and methodologies, and key assumptions employed, and, in the event of any changes, the reasons for the change, the discrepancies, and the impact on the current ratings shall also be published.

43.In conducting initial rating, surveillance rating, adjustment of ratings, and withdrawal of ratings, the credit rating agency shall immediately publish the credit rating result and the rating reasons, and the historical rating results for the past five years, except in cases where the rating is not intended for public use.

54.Any of the following circumstances that is likely to cause a conflict of interest, if the circumstance is related to any individual credit rating, shall be published along with the credit rating results:

6A.The fee policy for providing the credit rating service.

7B.Any related services that the credit rating agency provides for the rated entity, or the issuer, originator, arranger, or underwriter of the rated instrument.

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1A credit rating agency shall formulate organization bylaws to define the internal organization, number of personnel and titles, and report the same to the FSC for recordation; the same procedure shall apply to any amendments thereto.

2The internal control system of a credit rating agency and its yearly internal audit plans shall be established and carried out in accordance with the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets, and in addition shall include the following items:

31.Management of the credit rating process, including the operation of the rating committee, the appropriateness of credit rating models and methodologies and their review procedures, retention of credit rating records, measures to maintain confidentiality of non-public information, and complaint handling mechanism.

42.The compliance system for maintaining the independence of credit ratings and its implementation.

53.Controls for information disclosure to be made in accordance with Article 15.

6Any credit rating agency already established and registered prior to the time the 31 December 2015 amendments to these Regulations take effect shall amend its internal control system in accordance with the provisions of the preceding paragraph, and submit the amended version to the FSC for recordation, within six months from the date on which the amendments take effect.

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1A managerial officer of a credit rating agency shall, apart from not having any of the conditions referred to in paragraph 1 of Article 6, possess at least one of the following qualifications:

21.A master's degree or above, and having been employed by a securities, financial, futures or relevant institutions or employed as a managerial officer by a private or government-run entity for one year or more, or having been employed as a lecturer or above position by a domestic or foreign college or higher institution or having work experience in rating related business for a year or more with good performance record.

32.Being a college graduate or above, and having been employed by a securities, financial, futures or relevant institutions or employed as a managerial officer by a private or government-run entity for three (3) years or more, or having three-year or more working experience in rating related business with good performance record.

43.Having been employed by a securities, financial, futures or relevant institution or employed as a managerial officer by a private or government-run entity for five (5) years or more.

54.Possessing the professional knowledge or credit rating experience proven by other substantial facts, and being able to operate credit rating business well and efficiently.

6The term "managerial officer" in the preceding paragraph shall mean president, vice president, assistant vice presidents and managers and assistant managers of the business units.

The directors, supervisor(s), managerial officers, mandataries or employees of a credit rating agency shall not concurrently work in any way or take any honorary position for the rated entity or the issuer, originator, arranger, or underwriter of the rated instrument, provided that when due to an investment relationship, the directors, supervisor(s) or managerial officers of such entity may concurrently hold the position of director or supervisor at the credit rating agency if the matter is reported to and approved by the FSC.

The directors, supervisor(s) or managerial officers of a credit rating agency shall not make investments in or serve concurrently as the directors, supervisor(s) or managerial officers of another credit rating agency, provided that the above provisions do not apply when an internationally recognized credit rating agency invests in the establishment of a credit rating agency in accordance with the provisions of Article 9 of these Regulations, and serves concurrently as director, supervisor or managerial officer, and prior approval has been obtained from the FSC.

1The credit rating agency shall allocate an adequate number of competent managerial officers and associated persons based on the size of the agency, business conditions, and management need for internal control. Those personnel shall be full-time employees, and shall not perform business without first reporting to the FSC for approval.

2None of the items referred to in paragraph 1 of Article 54 of the Act shall apply to any of the associated persons referred to in the preceding paragraph.

3If any of the persons under paragraph 1, within one year after leaving the employment of the credit rating agency, is employed by a rated entity, or the issuer, originator, arranger, or underwriter of a rated instrument, in a rating case in which the person participated, the credit rating agency shall immediately examine the appropriateness of the credit rating results of the rating cases that the person participated in. If any impact is discovered, the credit rating agency shall immediately publish the circumstances of any conflict of interest and its impact on the credit rating result.

1A credit rating agency may not engage in any of the following activities:

21.Acting as a guarantor of any kind, endorsing negotiable instruments, or providing property to others for the creation of a security interest.

32.Engaging in credit rating services with affiliated entities, or any entities with which the credit rating agency has an investment relationship or with which it shares benefits.

43.Engaging in credit rating services with entities or financial instruments for which the credit rating agency has previously provided consulting services, provided that this restriction shall not apply when more than 3 years have passed since the end of the consultation period.

54.Issuing any credit rating report or information which lacks an analytical basis or reasonable grounds, and which would be likely to affect market order or harm the public interest.

65.Holding or trading securities or other financial instruments that fall in any of the following circumstances:

7A.Securities or other financial instruments that are rated, or that are issued by a rated entity.

8B.Securities or other financial instruments that are primarily linked to those mentioned in the preceding item.

1Members of the credit rating committee, managerial officers, or associated persons of a credit rating agency may not participate in the credit rating procedure under any of the following circumstances:

21.The member is currently employed by, engages in regular work on behalf of, or receives regular salaries from the rated entity or the issuer, originator, arranger, or underwriter of the rated instrument.

32.The entity at which the member or the member's spouse is currently employed, and the rated entity or the issuer, originator, arranger, or underwriter of the rated instrument, are mutually related parties.

43.The member was previously employed by the rated entity or by the issuer, originator, arranger, or underwriter of the rated instrument, and less than two full years has elapsed since the employment ended.

54.The member is a spouse or a relative within the second degree of kinship of a responsible person or managerial officer of the rated entity, or of the issuer, originator, arranger, or underwriter of the rated instrument.

65.The member or member's spouse has an investment or benefits-sharing relationship with the rated entity or with the issuer, originator, arranger, or underwriter of the rated instrument.

76.Securities or other financial instruments that are held or traded by the member, the member's spouse, minor child, or under another person's name, fall in any of the following circumstances:

1The directors, supervisor(s), members of the ratings committee, managerial officers, mandataries, or employees of a credit rating agency may not engage in any of the following acts:

21.Utilizing information obtained in the course of official duties to directly or indirectly engage in the trading of securities or other financial instruments.

32.Disclosing trade secrets obtained in the course of official duties, except in response to a lawfully conducted inquiry.

43.Issuing any credit rating report or information which lacks an analytical basis or reasonable grounds, and which would be likely to affect market order or harm the public interest.

54.Participating in the process of design or providing related recommendations regarding the rated instruments.

65.Soliciting, agreeing to accept, or accepting improper benefits from the rated entity or from the issuer, originator, arranger, or underwriter of the rated instrument.

76.Other acts in violation of laws and regulations.

8Personnel referred to in the preceding paragraph who participated in the credit rating process, or who have the authority to decide credit rating results, or to approve methodologies in connection with credit ratings, may not participate in the discussion, negotiation, or arrangement of rating fees.

A credit rating agency or its directors, supervisor(s), managerial officers, mandataries or employees violating these Regulations shall be punished in accordance with the Act and other relevant laws and regulations.

1Information relating to the credit rating business engaged in by a credit rating agency shall be retained for a period of at least five years, provided that information relating to any matter in dispute shall be retained until the dispute is eliminated.

2The "information relating to the credit rating business" of the preceding paragraph shall include the following documents:

31.Credit rating procedures and methodologies and any changes to them.

42.Credit rating analyses and reports.

53.A register of the personnel who participated in credit rating decisions.

64.Any deliberations relevant to the credit rating process and records of internal and external communications.

75.Explanations of any discrepancies between a final credit rating and the results calculated from the quantitative model.

86.Information on initial credit ratings, surveillance ratings, adjustment of ratings, and withdrawal of ratings, and records relating to appeals received in response to the aforementioned credit rating results.

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The FSC may at any time order a credit rating agency to provide financial or business reports or other reference information, and may directly examine the agency's financial and business conditions.

1The format and content of documentation required by these Regulations shall be separately prescribed by the FSC.

2If the documentation to be submitted in accordance with these Regulations is in a foreign language, material content shall be provided in a summary Chinese translation.

These Regulations shall become effective from the date of promulgation.