Article 2 These Measures shall apply to short-term financing bonds issued by legal person non-financial enterprises (hereinafter referred to as enterprises) in People's Republic of China (PRC).
Article 3 The term "short-term financing bonds" as mentioned in these Measures refers to the securities issued and traded in the inter-bank bond market by enterprises in accordance with the conditions and procedures stipulated in these Measures, and agreed to repay the principal and interest within a certain period of time.
Article 4 The People's Bank of China shall supervise and manage the issuance, trading, registration, custody, settlement and payment of financing bonds according to law.
Article 5 The issuance of financing bonds shall meet the conditions stipulated in these Measures.
Article 6 Financing bonds are issued to institutional investors in the inter-bank bond market and traded only in the inter-bank bond market. Financing bonds are not publicly issued to the public.
Article 7 The issuance and trading of financing bonds shall follow the principles of openness, fairness, impartiality, honesty and self-discipline.
Article 8 An enterprise issuing financing bonds shall disclose information in a true, accurate, complete and timely manner in accordance with the provisions.
Article 9 The investment risks of financing bonds shall be borne by the investors themselves. Article 10 An enterprise applying for issuing financing bonds shall meet the following conditions:
(1) An enterprise legal person established in People's Republic of China (PRC) according to law;
(two) the source of debt repayment funds is stable, and it is profitable in the most recent fiscal year;
(3) Having good liquidity and strong ability to pay debts when due;
(four) the funds raised by the issuance of financing bonds are used for the production and operation of this enterprise;
(5) There has been no violation of laws and major regulations in the past three years;
(6) There is no delay in payment of the principal and interest of the financing bonds issued in the last three years;
(7) Having a sound internal management system and a management system for the use and repayment of raised funds;
(8) Other conditions stipulated by the People's Bank of China.
Article 11 When issuing financing bonds, an enterprise shall accept the credit rating of a rating agency with bond rating ability registered in China Industrial and Commercial Registration, and the rating results shall be publicized to the inter-bank bond market.
Listed companies that have conducted credit rating in the past three years and have subsequent rating arrangements may be exempted from credit rating.
Twelfth enterprises to issue financing bonds to implement balance management. The balance of financing bonds to be repaid shall not exceed 40% of the net assets of the enterprise.
Article 13 The longest term of financing bonds shall not exceed 365 days. Enterprises issuing financing bonds can independently determine the term of each financing bond within the above-mentioned maximum period.
Article 14 The issue rate or price of financing bonds shall be determined by the enterprise and the underwriting institution through consultation.
Article 15 An enterprise applying for issuing financing bonds shall submit the following filing materials to the People's Bank of China through the lead underwriter:
(a) the filing report of the issuance of financing bonds;
(2) A resolution of the board of directors approving the issuance of financing bonds or a document with the same legal effect;
Letter of recommendation from the lead underwriter (with due diligence report);
(4) prospectus of financing bonds (with issuance plan);
(five) the full text of the credit rating report and the description of the tracking rating arrangement;
(6) The balance sheet, income statement, cash flow statement and the full text of audit opinions of the enterprise audited by certified public accountants in the last three fiscal years;
(seven) the legal opinion issued by the lawyer (with the lawyer's work report);
(8) Special report on debt repayment plan and safeguard measures;
(9) Cash flow analysis report on debt service of financing bonds;
(10) underwriting agreement and underwriting syndicate agreement;
(eleven) a copy of the business license of the enterprise as a legal person (photocopy);
(twelve) other documents required by the people's Bank of China.
Article 16 The People's Bank of China shall, within 20 working days from the date of accepting the filing materials that meet the requirements, issue a filing notice to the enterprise in accordance with the prescribed conditions and procedures, and verify the maximum balance of financing bonds issued by the enterprise.
Article 17 The issuance of financing bonds shall be underwritten by qualified financial institutions, and the enterprise shall independently choose the lead underwriter. Where an enterprise changes its lead underwriter, it shall report to the People's Bank of China for the record. If it is necessary to organize an underwriting syndicate, the lead underwriter shall organize an underwriting syndicate. Enterprises shall not sell financing bonds by themselves. The underwriting method and related expenses shall be determined by the enterprise and the underwriting institution through consultation.
Article 18 An enterprise shall, five working days before the issuance date of each financing bill, report the relevant issuance materials of the current financing bill to the People's Bank of China for the record.
Nineteenth enterprises shall, three working days before the issuance date of financing bonds, issue the prospectus of financing bonds in this period through China Money Network and China Bond Information Network. The prospectus must be issued by a lawyer. The contents of the prospectus shall be specific and clear, and the rights and obligations of all parties to the financing bonds shall be stipulated in detail.
Article 20 The financing bonds shall be registered with China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as the Central Clearing Company) by real-name registration system bookkeeping, and the Central Clearing Company shall be responsible for providing relevant services.
Article 21 After the issuance of financing bonds, the enterprise issuing financing bonds (hereinafter referred to as the issuer) shall announce the actual issuance scale, actual issuance interest rate, term and other matters to the market through China Money Network and China Bond Information Network on the next working day after completing the registration date of creditor's rights and debts. The Central Clearing Company shall regularly summarize the issuance announcement and report the issuance of financing bonds to the People's Bank of China.
Article 22 The lead underwriter shall report the issuance of financing bonds in writing to the People's Bank of China within 65,438+00 working days after the issuance of each financing bond. Twenty-third financing bonds can be circulated and transferred among institutional investors in the national inter-bank bond market on the next working day of the registration date of creditor's rights and debts.
Article 24 The settlement of financing bonds shall be conducted through the Central Clearing Company or an institution recognized by the People's Bank of China.
Article 25 The issuer shall pay the principal and interest of financing bonds on schedule, and shall not change the payment date in violation of the contract.
Article 26 The issuer shall announce the payment of principal and interest through China Money Network and China Bond Information Network five working days before the date of payment of principal and interest of financing bonds.
Article 27 The issuer shall timely and fully transfer the redemption funds into the fund account designated by the redemption institution according to the prescribed procedures and time limit. The redemption institution shall timely and fully transfer the funds to the investors of financing bonds.
If the issuer fails to pay in full to the designated fund account on schedule, the redemption institution shall timely announce the issuer's breach of contract to investors through China Money Network and China Bond Information Network on the date of payment of principal and interest of financing bonds.
Article 28 The lead underwriter shall, within 65,438+00 working days after the payment of financing bonds, report the payment of financing bonds in writing to the People's Bank of China. Article 29 An issuer shall disclose information to the inter-bank bond market in accordance with relevant regulations.
Article 30 The director or legal representative of an issuer shall ensure that the information disclosed is true, accurate and complete.
Article 31 An issuer shall regularly disclose financial information as required during the existence of financing bonds.
The interbank lending center shall properly keep the electronic information disclosed by the issuer and provide information inquiry service for investors of financing bonds.
Article 32 During the existence of financing bonds, when the issuer has a major event that may affect the realization of the creditor's rights of investors in financing bonds, the issuer shall disclose it to the market in a timely manner.
The following situations are the major events mentioned in the preceding paragraph:
(a) major changes in the issuer's business policy and business scope;
(2) The issuer fails to pay off the debts due.
(3) The issuer suffers serious losses exceeding 10% of its net assets;
(4) The issuer decides to reduce capital, merge, split, dissolve and file for bankruptcy;
(5) Major litigation involving the issuer;
(6) Other matters stipulated by laws and administrative regulations. Article 33 If the issuer fails to disclose information in accordance with relevant regulations, or the information disclosed contains false records, misleading statements or major omissions, the People's Bank of China has the right to stop the enterprise from continuing to issue financing bonds, and may be punished according to Article 46 of the Law of the People's Republic of China on the People's Bank of China.
Directors, senior managers and other persons who are directly responsible for the issuer's disclosure of false information shall be punished in accordance with the provisions of Article 46 of the Law of the People's Republic of China on the People's Bank of China.
If the lead underwriter fails to fulfill the obligation of urging and assisting the enterprise in information disclosure, its underwriting business shall be suspended.
Article 34 If an underwriting institution fails to perform its obligations in accordance with the provisions, it shall stop engaging in the financing bond business.
Article 35 If there are false records, misleading statements or major omissions in the documents issued by underwriting institutions, credit rating agencies, certified public accountants, lawyers and other professional institutions and personnel providing professional services for the issuance and trading of financing bonds, they will no longer be able to provide professional services for the issuance and trading of financing bonds; If it causes losses to others, it shall bear civil liability according to law for the part it should be responsible for.
Article 36 The Central Clearing Company shall promptly disclose to the market on each trading day the list of investors whose number of financing bonds held by a single investor exceeds 30% of the total amount of financing bonds held in the current period and the holding ratio.
Article 37 The Inter-bank Funding Center is responsible for the daily monitoring of financing bill transactions, and the Central Clearing Company is responsible for the daily monitoring of financing bill settlement. The interbank lending center and the Central Clearing Company shall report to the People's Bank of China in time when they find abnormal transactions and settlement.
Article 38 In addition to these Measures, the trading of financing bonds shall also comply with other relevant provisions of the national inter-bank bond market.
Participants in financing bond transactions who violate these measures and other relevant provisions shall be punished in accordance with the provisions of Article 46 of the Law of the People's Republic of China on the People's Bank of China. Article 39 The issuance of short-term financing bonds by financial institutions shall be separately stipulated by the People's Bank of China.
Fortieth these Measures shall be interpreted by the People's Bank of China.
Article 41 These Measures shall come into force as of the date of promulgation.