Regulations Governing Issuance of Bank Debentures by Banks Article 3

In order to issue Bank Debentures, a bank must file an application form, provide required information, and send the application form and the items and documents listed therein to the competent authority for approval.The issuance of Bank Debentures by an overseas branch of a bank shall be processed by its head office in accordance with regulations in the preceding paragraph.An application to issue general Bank Debentures, subordinated Bank Debentures, or other Bank Debentures that do not involve shareholding rights made by a bank in accordance with Paragraph 1 shall be deemed approved if the competent authority does not object thereto within twelve (12) business days from the date of receipt of such application form.If a bank's application to issue Bank Debentures is incomplete or otherwise does not include all of the required information, but the bank remedies such deficiencies within the time period specified by the competent authority, the application shall be deemed approved if the competent authority does not object thereto within twelve (12) business days from the date of receipt of such missing information.The regulations in the two preceding paragraphs do not apply to cases where a Bank processes Bank Debentures specified in Subparagraph 5 and Subparagraph 6, Paragraph 1 of Article 5 of the Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers.Where an overseas branch of a bank issues offshore structured products in accordance with Subparagraph 5, Paragraph 1 of Article 5 of the Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers, the parent bank is required to submit related documents to the competent authority for recordation.A bank applying (or filing a report) under paragraph 1 hereof to issue convertible Bank Debentures, exchangeable Bank Debentures, or other Bank Debentures that involve shareholding rights shall comply with the provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers or the Regulations Governing the Offering and Issuance of Overseas Securities by Issuers, in addition to the provisions of these Regulations.A bank that wishes to issue equity-based Bank Debentures by means of private placement shall comply with relevant provisions of the Securities & Exchange Act and file with the competent authority information on the terms of private placement as well as qualification requirements for buyers seven (7) business days prior to the issue date.A bank that wishes to issue foreign currency denominated Bank Debentures shall obtain approval from the competent authority as well as comply with relevant Central Bank of China regulations.