銀行發行金融債券辦法

These Regulations are adopted in accordance with Articles 72-1 and 90 of the Banking Act (the "Act").

1The term "Bank Debentures" as used in these Regulations shall mean general Bank Debentures, subordinated Bank Debentures, convertible Bank Debentures, exchangeable Bank Debentures and other Bank Debentures approved by the competent authority, in each case, issued by a bank in accordance with the relevant provisions of The Banking Act, after having obtained the approval of the competent authority.

2Article 3 of the Regulations Governing Offshore Structure Products shall apply to the terms "professional investor" and "non-professional investor" referred to in these Regulations.

3The term "high-asset customers" as used in these Regulations shall mean those defined in accordance with Article 3 of the Regulations Governing Banks Conducting Financial Products and Services for High-Asset Customers.

1In 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.

2The 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.

3An 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.

4If 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.

5The 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.

6Where 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.

1Unless it is otherwise provided in Paragraphs 2 hereof, a bank may not apply to issue Bank Debentures if any of the following circumstances exist:

21. Provisions for bad loans are insufficient and such an insufficiency has not been improved;

32. A bank's average non-performing loan ratio for the past three (3) months reaches five (5) percent or up when the bank applies to issue Bank Debentures and the ratio has not been improved.

43. Within one (1) year preceding the year when the bank applies for issuance of Bank Debentures, the number of penalty imposed on the bank by the competent authority reaches three (3) or up or the cumulative penalty amount imposed on the bank by such an authority reaches NT$ 10 million (NT$10,000,000) or up because of the bank's violation of laws and orders; provided that the bank has not corrected its act.

54. The ratio of the bank's self-owned capital to risk-weighted assets at the time of the bank's application for issuance of Bank Debentures is less than the ratio in the provisions of Article 5 of Regulations Governing the Capital Adequacy Ratio and Capital Category of Banks.

65. The negative value received by the bank after deducting the unamortized loss on the disposal of non-performing loans from the latest accumulated profit or loss which was reviewed and then certified by an accountant or has been inspected by the competent authority.

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1The competent authority may reject a bank's application to issue Bank Debentures if any of the following circumstances exist:

21. The bank's application to issue Bank Debentures is incomplete or otherwise does not include all of the required information and the bank fails to remedy such deficiencies within the time period specified by the competent authority;

32. Any of the situations described in the first paragraph of Article 4, above, exist; or

43. The bank has failed to fully implement a previous issuance plan with no reasonable explanation having been provided for such failure.

1The issue amount of Bank Debentures in the application of a bank and its offshore branches plus the outstanding balance shall not exceed two (2) times the bank’s net worth in the final accounts as of the end of the preceding fiscal year.

2Where a bank's offshore subsidiary 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, and the parent bank serves as the domestic agent and agrees to be jointly and severally liable with the issuer or guarantor of the offshore structured product, the issue amount plus the outstanding balance shall be included in the calculation in the preceding paragraph.

3When the subordinated Bank Debenture issued by a bank targets individual non-professional investors, the debentures shall be rated by a credit rating agency sanctioned by the competent authority. In other circumstances, either the issuing bank or the Bank Debenture shall be rated by a credit rating agency sanctioned by the competent authority, unless with the approval of the competent authority, the bank has reasonable explanations for not having such a credit rating.

4For the issuance and the sale of Bank Debentures, a bank shall inform investors of the following:

51. Credit rating: Credit rating of the bank or the Bank Debenture; if only credit rating of the bank is provided, the bank shall remind investors to heed the risks associated with the Debenture itself;

62. Investment risk: It includes the fact that a Bank Debenture is non-deposit and not insured by the Central Deposit Insurance Corporation;

1Bank Debentures issued by banks in the domestic market shall be delivered in book-entry form without the printing of physical certificates, and their issuance, transfer, provision as security or cancellation shall be handled in accordance with relevant rules of the centralized securities depository enterprise.

2Except for Bank Debentures issued pursuant to the provisions in the second paragraph of Article 4 herein, the minimum par value of Bank Debentures issued by a bank shall be NT$100,000.

1Bank Debentures may be freely transferred and provided as security.

2A bank which issues Bank Debentures shall not use its assets as security.

3A bank which handles secured credit and issue Bank Debentures shall not use such Bank Debentures as collateral.

4The prescription of Bank Debentures shall be handled in accordance with the relevant provisions of R.O.C Civil Code or other regulations governing the issuance thereof.

When calculating and paying interest on Bank Debentures, a bank shall withhold income tax in accordance with the Income Tax Act.

1A bank shall issue Bank Debentures within one (1) year from the date on which an application becomes effective; failure to do so shall result in the invalidation of such effectiveness. However the provisions hereof do not apply to any of the following:

21. Bank Debentures requiring application for approval or effective registration under the Regulations Governing the Offering and Issuance of Securities by Securities Issuers or Regulations Governing the Offering and Issuance of Overseas Securities by Issuers.

32. Bank Debentures approved by the competent authority for issuance on a revolving basis during a certain period of time and to be sold exclusively to professional investors and high-asset customers.

The title transfer and trust registration of Bank Debentures under Article 4, paragraph 2, of the Trust Act shall be handled in accordance with the Regulations Governing Book-Entry Operations for Centrally Deposited Securities.

These Regulations shall be effective from the date of promulgation.