Issuance of Foreign Depositary Receipts

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 8 /POJK.04/2020

CONCERNING
ISSUANCE OF FOREIGN DEPOSITARY RECEIPTS

BY THE GRACE OF GOD THE ALMIGHTY,

THE COMMISSIONERS' COUNCIL OF THE FINANCIAL SERVICES AUTHORITY,

Considering: a. that with the shift of functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, including the issuance of foreign depositary receipts, from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority;

b. that to provide clarity and certainty regarding the issuance of foreign depositary receipts, the provisions of legislation in the capital market sector regarding the issuance of foreign depositary receipts issued prior to the establishment of the Financial Services Authority need to be changed into a Financial Services Authority Regulation;

c. that based on considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning the Issuance of Foreign Depositary Receipts;

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

Recalling:

1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDES:

To Establish:
A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE ISSUANCE OF FOREIGN DEPOSITARY RECEIPTS.

CHAPTER I

GENERAL PROVISIONS

Article 1

In this Financial Services Authority Regulation, the following terms are defined as:

1. Stock Exchange is a Party that organizes and provides systems and/or facilities to match buy and sell offers of other Parties' Securities with the aim of trading Securities among them.
2. Issuer is a Party that conducts a Public Offering.
3. Public Company is a Corporation whose shares are owned by at least 300 (three hundred) shareholders and has paid-up capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by Government Regulation.

CHAPTER II

ISSUANCE OF FOREIGN DEPOSITARY RECEIPTS

Article 2

Issuers and/or Public Companies that plan to issue Foreign Depositary Receipts must first submit information regarding such plans to the Financial Services Authority.

Article 3

Information as referred to in Article 2 must contain complete information regarding the plan to issue Foreign Depositary Receipts, particularly regarding the involvement of the Issuer and/or Public Company and the requirements required in the issuance of such Foreign Depositary Receipts.

CHAPTER III

ADMINISTRATIVE SANCTIONS

Article 4

(1) Any party that violates the provisions as referred to in Article 2 and Article 3 shall be subject to administrative sanctions.

(2) Sanctions as referred to in paragraph (1) shall also be imposed on parties who cause the occurrence of violations as referred to in paragraph (1).

(3) Sanctions as referred to in paragraph (1) and paragraph (2) shall be imposed by the Financial Services Authority.

(4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.

(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, or g may be imposed with or without being preceded by the imposition of administrative sanctions in the form of a written warning as referred to in paragraph (4) letter a.

(6) Administrative sanctions in the form of a fine as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g.

(7) The procedure for imposing sanctions as referred to in paragraph (3) shall be carried out in accordance with the provisions of legislation.

Article 5

In addition to administrative sanctions as referred to in Article 4 paragraph (4), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 6

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 4 paragraph (4) and specific actions as referred to in Article 5 to the public.

CHAPTER IV

CLOSING PROVISIONS

Article 7

At the time this Financial Services Authority Regulation takes effect, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-62/PM/1996 concerning the Issuance of Foreign Depositary Receipts, along with Regulation Number IX.I.3 which is its attachment, is repealed and declared invalid.

Article 8

This Financial Services Authority Regulation takes effect on the date of its promulgation.

This copy is in accordance with the original.

Deputy Director of Legal Consultation and
Harmonization of Banking Regulations 1
Legal Directorate 1
Legal Department

signed
Wiwit Puspasari

To ensure that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on 17 February 2020

CHAIRMAN OF THE COMMISSIONERS' COUNCIL
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,

signed
WIMBOH SANTOSO

Promulgated in Jakarta on 19 February 2020

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,

signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2020 NUMBER 52

EXPLANATION

OF
THE FINANCIAL SERVICES AUTHORITY REGULATION REPUBLIC OF INDONESIA NUMBER 8 /POJK.04/2020

CONCERNING
ISSUANCE OF FOREIGN DEPOSITARY RECEIPTS

I. GENERAL

That since 31 December 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market, insurance, pension funds, financing institutions, and other financial service institutions have shifted from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority.

In relation to the above, it is necessary to reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency and Financial Institutions regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is carried out so that Financial Services Authority Regulations related to the capital market sector are consistent with Financial Services Authority Regulations in other sectors.

Based on the background and aspects mentioned above, it is necessary to replace the provisions of legislation in the capital market sector regulating the issuance of foreign depositary receipts, namely the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-62/PM/1996 concerning the Issuance of Foreign Depositary Receipts, along with Regulation Number IX.I.3 which is its attachment, into a Financial Services Authority Regulation concerning the Issuance of Foreign Depositary Receipts.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
The need to submit information regarding the plan to issue Foreign Depositary Receipts is to protect the interests of domestic investors.

Examples of Foreign Depositary Receipts include American Depositary Receipts (ADRs), Singapore Depositary Receipts (SDRs), and Global Depositary Receipts (GDRs).

Article 3
Clear enough.

Article 4
Clear enough.

Article 5
The term "specific actions" includes, for example, requesting Issuers and/or Public Companies to postpone the implementation of the issuance of Foreign Depositary Receipts.

Article 6
Clear enough.

Article 7
Clear enough.

Article 8
Clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6469