5.2 Legal Tradition (April 2017 revised version)
Flag
Jurisdiction / Economy Original Legal Tradition Influences
Brunei Darussalam Islamic law / Common law Singapore law
5.3 Existence of a clear definition of Professional Investor (2016)
5.4 Existence of Professional Investors Only Market / Existence of Exempt Regime (2016)
Flag Jurisdiction / Economy Existence of Professional Investors Only Market Existence of Exempt Regime
(exempt securities / exempt transactions / exempt Private Placement)
Brunei ● Does not exist. ● Does not exist.
Cambodia ● Does not exist. Recent introduction of Qualified Investor scheme may influence the creation of a
professional market. ● Does not exist.
China, People's Republic of
Does not exist in official terms. But the Interbank Bond Market (IBBM) consists of mostly institutional participants only. Among institutional participants in IBBM, there is a concept of specific institutional investors ("private placement investors") based on NAFMII's Rules issued on 29 April, 2011.
Private placement means direct sale of debt instrument by non-financial corporate entities to specific institutional investors ("private placement investors") in interbank bond market. Debt instrument in offer can only be negotiated among the specific institutional investors.
NAFMI's ‘Rules for the Issuance of Private Placement Debt Financial Instruments of Non-financial Enterprises in the Interbank Bond Market (Rules for the Issuance of Private Placement Bonds)’ issued on 29 April, 2011 provides for the whole process involved in private placement instruments including issuance, registration, trading, and information disclosure, among others.
Rules prescribe that the issuer and investors should sign Private Placement Agreement and determine specific content and manner of information disclosure through negotiation. Explicit "Exempt Regime" has not been applied in PRC.
Hong Kong, China
Yes, exists. The Hong Kong Exchanges and Clearing Limited performed market consultation on some proposed changes to the requirements for the listing of debt issues to professional investors only in December 2010 and the Rule amendments were effected in November 2011. This is literally the professional investors only market.
Yes.
Indonesia Does not exist in official terms. But in reality, unregulated domestic MTN market is regarded as
Professional Investors Only Market. ● No. Private placement (to less than 100) is not regulated in Indonesia.
Japan Yes, exists. TOKYO PRO-BOND Market with listing on the TOKYO Stock Exchange’s TPBM listing
place. Yes.
Korea, Republic of The QIB market and exclusive trading system in KOFIA was launched in May 2012. The QIB Exemption Scheme was further developed in 2015-16.
The QIB system dedicated for Domestic SMEs (and Professional Investors only market) was launched May 2012 . The QIB Exemption Scheme was further enhanced in 2015-2016 together with 'KOFIA Regulations' and 'Regulation on Issuance, Public Disclosure, etc. of Securities. '
Lao People’s Democratic Republic ● Does not exist. ● Does not exist.
Malaysia No. But, the Securities Commission and Bank Negara Malaysia introduced ‘Exempt Regime.’ Yes.
Myanmar ● Does not exist. ● Does not exist.
Philippines Yes, as “Qualified Buyer.” Exemptions are granted for particular securities and transactions. So called QB Bond is exempted from full disclosure requirements. Yes.
Singapore Yes, exists. There is a market for professionals (Private Placement). Yes. A market for professionals are exempted from prospectus requirements. Private Placement is exempt from full filing requirement. Tax Extension or a concessionary tax rate may be available under Qualifying Debt Securities
5.5 Proposed AMBIF Market(s) or Market Segment(s) (2016)
Flag Jurisdiction Type of Market Candidate Market Professional Market as a result
of Participation of Market governed by SRO Accessible to Foreign
Institutional Investors Brunei
Cambodia (Issuing & Secondary) (Qualified Investor Market) (Recent introduction of Qualified
Investor scheme) (Qualified Investors and HNWI) (SEC)
China, People's Republic of Issuing & Secondary Private Placement Note Market in
Interbank Bond Market (IBBM) NAFMII Rule and
Access/Participation Institutional Investors / Specific institutional
investors ("private placement investors") PBOC / (SAFE) NAFMII YES
Hong Kong, China Issuing & Secondary HKEx / OTC Market Practice Professional Investors SFC, HKEx, HKMA HKEx YES
Indonesia MTN Issuing (Private Placement) Market Practice Market Participants - (Not Regulated yet) - YES
Japan Issuing TOKYO PRO-BOND Market (TPBM) Law (FIEA) Professional Investors FSA, TSE TSE, JSDA YES
Korea, Republic of Issuing (+ Foreign Issuers
Issuances) QIB Market Decree to FSCMA,
KOFIA Regulation Qualified Institiutional Buyers KOFIA (FSC/FSS) KOFIA YES
Lao People’s Democratic Republic
Malaysia Issuing & Secondary Excluded Offers(PDS: Private Debt Securities)
Law (CMSA) & “Guideline on PDS” of Jan.2014 by SC
Malaysia Sophisticated Investors SC Malaysia - YES
Myanmar
Philippines Issuing & Secondary Qualified Investor / Qualified Buyer
Market Participation Qualified Investors / Qualified Buyers SEC PDEx YES
Singapore Issuing & Secondary OTC Market Practice Institutional Investors SGX - YES
Thailand Issuing & Secondary Private Placement under AI (PP-AI)
Regime / OTC Thai SEC Regulation Accredited Investors (AI, includes II & HNW)) SEC, (MOF) ThaiBMA YES
Viet Nam Issuing & Secondary (Private Placement) (Decree 90) Professional Investors MOF (VBMA) YES
[Note: Flags courtesy of Wikipedia]
6. AMBIF: ASEAN+3 Multi-Currency Bond Issuance Framework
ASEAN+3
債券 行共通フレヸムワヸ(AMBIF
ㆁ組 意義6.1 問 意識
考え方ヷ背景
債券市場15
展ASEAN
中韓 現地通貨建債券市場 規模 債 規模同程 長
経済規模や通貨規制等 制約 依然 周辺市場 扱い
債券市場 統一 ㄧ可能 各市場 共通 手 や市場慣行 抜 出 共通 図 規模 経済 追求 い AMBIF
国 異 債券 行手 共通 う いう
具体的 同一 書面ヷフ ヸマット 用い 国 債券 行 録ヷㄥ場手 行え う AMBIF
市場参加者 プロ投資家 主 金融機関 限定 各国 制 的 い 極可能 国 ユヸロ債市場 整合性 市場ルヸル 各国 国 債券市場 広
目指 引 共通 ヷ標準 進 企図 い