21 Amendments of Paul TANG related to 2022/0411(COD)
Amendment 117 #
Proposal for a regulation
Recital 16
Recital 16
(16) In certain cases, the prospectus or its related documents may reach massive sizes, harming the readability of the document and becoming unfit for investors to take an informed investment decision. To improve the readability of the prospectus and make it easier for investors to analyse it and navigate through it, it is necessary to set out a maximum page limit. However, such page limit should only be introduced for offers to the public or admissions to trading on a regulated market of shares. A page limit would not be appropriate for equity securities other than shares or non- equity securities, which include a broad range of different instruments, including complex ones. Furthermore, the summary, information incorporated by reference or information to be provided when the issuer has a complex financial history or has made a significant financial commitment should be excluded from the page limit.
Amendment 120 #
Proposal for a regulation
Recital 23
Recital 23
(23) Due to the growing importance of sustainability considerations in investment decisions, investors are increasingly considering information on environmental, social and governance (ESG) matters when taking informed investment decisions. It is therefore necessary to prevent greenwashing, by establishing ESG-related information to be provided, where relevant, in the prospectus for equity or non-equity securities offered to the public or admitted to trading on a regulated market. That requirement should, however, not overlap with the requirement laid down in other Union law to provide that information. Companies that offer equity securities to the public or seek the admission to trading of equity securities on a regulated market should therefore incorporate by reference in the prospectus, for the periods covered by the historical financial information, the management and consolidated management reports, which include the sustainability reporting, as required by Directive 2013/34/EU of the European Parliament and of the Council54 . Moreover, the Commission should be empowered to set out a schedule specifying the ESG-related information to be included in prospectuses for non-equity securities that are advertised as taking into account ESG factors or pursuing ESG objectives. For bonds advertised as taking into account ESG factors or pursuing ESG objectives, the Commission should ensure consistency between the format of the sustainability disclosures under Directive 2013/34/EU and those under the opt-in templates drafted pursuant to Article 13g of Regulation (EU) .../... of the European Parliament and the Council54a [the European Green Bonds Regulation]. __________________ 54 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). 54a Regulation (EU) .../... of the European Parliament and the Council on European green bonds (2021/0191(COD))
Amendment 124 #
Proposal for a regulation
Recital 34
Recital 34
(34) Risk factors that are material and specific to the issuer and his or her securities should be mentioned in the prospectus. For that reason, risk factors are also to be presented in a limited number of risk categories depending on their nature. However, issuers should no longer be required to rank the most material risk factors, which is complicated and burdensome for issuers. To improve the comprehensibility of the prospectus and make it easier for investors to take informed investment decisions, it is necessary to specify that issuers should not overload the prospectus with risk factors that are generic, that only serve as disclaimers, or that could obscure the specific risk factors that investors should be aware of.
Amendment 137 #
Proposal for a regulation
Recital 62
Recital 62
Amendment 143 #
Proposal for a regulation
Recital 65
Recital 65
(65) In order to avoid an undue requirement for persons discharging managerial responsibilities to report and for companies to disclose transactions which would not be meaningful to investors, it is appropriate to raise the threshold for reporting and related disclosure from EUR 5 000 to EUR 210 000, while allowing competent authorities to increase that threshold further, where justified.
Amendment 152 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point b – point i
Article 1 – paragraph 1 – point 1 – point b – point i
Regulation (EU) 2017/1129
Article 1 – paragraph 4 – point da
Article 1 – paragraph 4 – point da
(da) an offer of securities to be admitted to trading on a regulated market or an SME growth market and that are fungible with securities already admitted to trading on the same market, provided that they represent, over a period of 12 months, less than 4025 % of the number of securities already admitted to trading on the same market;
Amendment 157 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1
Article 1 – paragraph 1 – point 1 – point c – point i – point 1
Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1 – point a
Article 1 – paragraph 5 – subparagraph 1 – point a
(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 4025 % of the number of securities already admitted to trading on the same regulated market;
Amendment 160 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point i – point 1
Article 1 – paragraph 1 – point 1 – point c – point i – point 1
Regulation (EU) 2017/1129
Article 1 – paragraph 5 – subparagraph 1– point (b)
Article 1 – paragraph 5 – subparagraph 1– point (b)
(b) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, where the resulting shares are of the same class as the shares already admitted to trading on the same regulated market, provided that the resulting shares represent, over a period of 12 months, less than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market, subject to the third subparagraph;;
Amendment 164 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c – point ii
Article 1 – paragraph 1 – point 1 – point c – point ii
Regulation (EU) 2017/1129
Article 1 – paragraph 5 – second subparagraph
Article 1 – paragraph 5 – second subparagraph
The requirement that the resulting shares represent, over a period of 12 months, less than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market as referred to in the first subparagraph, point (b), shall not apply in any of the following cases:;
Amendment 166 #
Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point d
Article 1 – paragraph 1 – point 1 – point d
Regulation (EU) 2017/1129
Article 1 – paragraph 6
Article 1 – paragraph 6
6. The exemptions from the obligation to publish a prospectus that are set out in paragraphs 4 and 5 may be combined together. However, the exemptions in paragraph 5, first subparagraph, points (a) and (b), shall not be combined together where such combination could lead to the immediate or deferred admission to trading on a regulated market over a period of 12 months of more than 4025 % of the number of shares of the same class already admitted to trading on the same regulated market, without a prospectus being published.;
Amendment 168 #
Proposal for a regulation
Article 1 – paragraph 1 – point 2 – point b a (new)
Article 1 – paragraph 1 – point 2 – point b a (new)
Regulation (EU) 2017/1129
Article 2 – paragraph 1 – point z b (new)
Article 2 – paragraph 1 – point z b (new)
Amendment 181 #
Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c
Article 1 – paragraph 1 – point 6 – point c
Regulation (EU) 2017/1129
Article 6 – paragraph 4
Article 6 – paragraph 4
4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be of maximum length of 30250 sides of A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.
Amendment 184 #
Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point c – point ii a (new)
Article 1 – paragraph 1 – point 7 – point c – point ii a (new)
(ii a) in the second subparagraph, the following points are added: ' (fa) where the issuer has not published a plan to ensure that its business model and strategy are compatible with the transition to a sustainable economy pursuant to Article 19a of Directive 2013/34/EU, that company issuing the product is not compatible with the limiting of global warming to 1.5C in line with the Paris Agreement; (fb) where the issuer has exposures to fossil fuels that, the product is exposed to coal, oil or gas-related activities that are at a heightened risk of becoming stranded assets; '
Amendment 190 #
Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point e – point i a (new)
Article 1 – paragraph 1 – point 7 – point e – point i a (new)
Regulation (EU) 2017/1129
Article 7 – paragraph 7 – point a – points vi a and vi b (new)
Article 7 – paragraph 7 – point a – points vi a and vi b (new)
(i a) in point a, the following points are added: ‘(vi a) the proportion of EU taxonomy- aligned activities financed by the financial instruments to the EU Taxonomy; (vi b) the proportion of the investment that is used to finance exposures to fossil fuels;’
Amendment 196 #
Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h
Article 1 – paragraph 1 – point 7 – point h
Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)
(iv a) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account ESG factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;
Amendment 205 #
Proposal for a regulation
Article 1 – paragraph 1 – point 10 – point a – point ii a (new)
Article 1 – paragraph 1 – point 10 – point a – point ii a (new)
Regulation (EU) 2017/1129
Article 13 – paragraph 1 – subparagraph 4 a (new)
Article 13 – paragraph 1 – subparagraph 4 a (new)
(ii a) the following subparagraph is added: ' For the purposes of point (g) of the second subparagraph, the Commission shall coordinate any ESG disclosure requirements with the provisions included in Regulation (EU) .../... of the European Parliament and of the Council on European Green Bonds (2021/0191 (COD)). '
Amendment 262 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point a
Article 2 – paragraph 1 – point 6 – point a
Regulation (EU) No 596/2014
Article 18 – paragraph 1
Article 18 – paragraph 1
Amendment 268 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point b
Article 2 – paragraph 1 – point 6 – point b
Regulation (EU) No 596/2014
Article 18 – paragraphs 1a and 1b
Article 18 – paragraphs 1a and 1b
Amendment 277 #
Proposal for a regulation
Article 2 – paragraph 1 – point 6 – point d
Article 2 – paragraph 1 – point 6 – point d
Regulation (EU) No 596/2014
Article 18 – paragraph 6
Article 18 – paragraph 6
Amendment 286 #
Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a
Article 2 – paragraph 1 – point 7 – point a
Regulation (EU) No 596/2014
Article 19 – paragraph 8
Article 19 – paragraph 8
8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 210 000 has been reached within a calendar year. The threshold of EUR 210 000 shall be calculated by adding without netting all transactions referred to in paragraph 1.
Amendment 291 #
Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a
Article 2 – paragraph 1 – point 7 – point a
9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 520 000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;