The National Development and Reform Commission issued this notice to solve the specific problems and difficulties encountered in the work of market-oriented bank debt-to-equity swap (hereinafter referred to as market-oriented debt-to-equity swap).
first, it is allowed to adopt a comprehensive scheme combining stock and debt to reduce the leverage ratio of enterprises.
2. Allow implementing agencies to initiate the establishment of private equity investment funds to carry out market-oriented debt-to-equity swaps.
third, standardize the implementation agencies to carry out market-oriented debt-to-equity swaps by issuing shares and paying debts.
iv. support enterprises of all types to carry out market-oriented debt-to-equity swaps.
5. Other types of creditor's rights except bank creditor's rights are allowed to be included in the scope of convertible creditor's rights.
VI. Implementing agencies are allowed to accept various types of creditor's rights with different quality grades.
VII. Listed companies and unlisted public companies are allowed to issue equity financing instruments to implement market-oriented debt-to-equity swaps.
Legal basis:
Notice of the National Development and Reform Commission, the People's Bank of China and the Ministry of Finance on Specific Policy Issues in the Implementation of Converting Creditor's Rights into Equity in Market-oriented Banks
1. It is allowed to adopt a comprehensive plan combining stock and debt to reduce the leverage ratio of enterprises. According to the target enterprise's goal of reducing the leverage ratio, all implementing agencies can design a comprehensive leverage reduction scheme combining stock and debt, and allow conditional and phased conversion. Encourage the market-oriented debt-to-equity swap in the mode of debt-to-equity swap, and submit information according to the market-oriented debt-to-equity swap project that contains debt-to-equity swap or debt-to-equity swap arrangement.
2. Allow implementing agencies to initiate the establishment of private equity investment funds to carry out market-oriented debt-to-equity swaps. Private equity investment funds initiated by various implementing agencies can raise funds from qualified investors and comply with relevant regulatory requirements. Eligible bank wealth management products can contribute to the private equity investment fund initiated by the implementing agency according to laws and regulations. Private equity investment funds initiated by implementing agencies are allowed to cooperate with target enterprises to set up sub-funds and carry out market-oriented debt-to-equity swaps for high-quality subsidiaries of target enterprises. Support implementing agencies to cooperate with equity investment institutions to initiate the establishment of private equity investment funds specializing in market-oriented debt-to-equity swaps.
third, standardize the implementation agencies to carry out market-oriented debt-to-equity swaps by issuing shares and paying debts. When implementing the market-oriented debt-to-equity swap in the mode of issuing shares to repay debts, the implementing agency should specify the specific debts to be repaid in the market-oriented debt-to-equity swap agreement and repay the debts in time after the funds are in place.
iv. support enterprises of all types to carry out market-oriented debt-to-equity swaps. Relevant market entities determine the target enterprises of market-oriented debt-to-equity swaps through independent consultation based on national policy guidance, and do not limit the ownership nature of the target enterprises. Support all kinds of non-state-owned enterprises that meet the requirements of the Opinions, such as private enterprises and foreign-funded enterprises, to carry out market-oriented debt-to-equity swaps.
5. Other types of creditor's rights except bank creditor's rights are allowed to be included in the scope of convertible creditor's rights. The scope of creditor's rights for conversion into shares is mainly creditor's rights formed by bank loans to enterprises, and other types of creditor's rights are properly considered, including but not limited to finance company loans, entrusted loans, financial leasing claims, operating claims, etc., but excluding creditor's rights formed by private lending. The scope of creditor's rights acquired or repaid by the implementing agency of the bank to carry out market-oriented debt-to-equity swap is limited to bank loans in principle, and other types of bank creditor's rights and non-bank financial institutions' creditor's rights are given due consideration.
VI. Implementing agencies are allowed to accept various types of creditor's rights with different quality grades. Banks' implementing agencies, financial asset management companies, state-owned capital investment and operation companies and insurance asset management institutions can transfer various types of creditor's rights with quality classification for the purpose of market-oriented debt-to-equity swap, including normal, concerned and non-performing loans of banks; Banks can transfer various types of bank creditor's rights, including normal loans, concern loans and non-performing loans, to their implementing agencies, financial asset management companies, state-owned capital investment and operation companies and insurance asset management institutions for the purpose of debt-to-equity swap. The bank shall transfer the loan to the implementing agency according to the fair value, and the discount loss caused by the transfer can be written off according to the regulations.
VII. Listed companies and unlisted public companies are allowed to issue equity financing instruments to implement market-oriented debt-to-equity swaps. Eligible listed companies and unlisted public companies can raise funds to repay debts by issuing common shares, preferred shares or convertible bonds to implementing agencies.
VIII. It is allowed to carry out the conversion of bank creditor's rights of unlisted non-public joint-stock companies into preferred shares on a pilot basis. According to the Opinions, the implementing agency can convert the creditor's rights into preferred shares of unlisted non-public joint-stock companies according to the relevant provisions such as the conditions for conversion determined by the implementing agency and enterprises through independent consultation; Before the official release of the policy on the issuance of preferred shares by unlisted non-public joint-stock companies, for the market-oriented debt-to-equity swap project of unlisted non-public joint-stock companies that intends to implement the debt-to-equity swap, the implementing agency shall submit the plan to the office of the Inter-Ministerial Joint Conference on Actively and Steadily Reducing the Leverage Ratio of Enterprises (hereinafter referred to as the Inter-Ministerial Joint Conference) in advance, and carry out it on a pilot basis after approval.
IX. Encourage and standardize the innovation of market-oriented debt-to-equity swap model. Encourage banks, implementing agencies and enterprises to explore and innovate in the operation mode of market-oriented debt-to-equity swap, fund raising and enterprise reform under the current institutional framework, and give priority to adopting a business model with good comprehensive effects of deleveraging, reducing costs, promoting reform and promoting transformation. For the innovative mode of market-oriented debt-to-equity swap with unclear current policy requirements or the need to adjust the current policy, it should be submitted to the Office of the Inter-Ministerial Joint Conference, and the Office of the Inter-Ministerial Joint Conference will conduct research and feedback with relevant departments before carrying out it.
1. standardize the information reporting management of market-oriented debt-to-equity swap projects. For the comprehensive leverage reduction scheme combining stock and debt, in the signing of the framework agreement, submit the total agreement amount and the amount of equity interest to be eventually increased, and the latter will be used as the signing amount of debt-to-equity swap; Submit the amount of funds in place and the increase amount of enterprise equity in the capital in place link; Submit the equity amount recognized by the accounting firm at the completion of the equity conversion agreed in the agreement as the actual share conversion amount of the project. When submitting the information of the debt-to-equity swap project, the implementing agency shall clearly explain the nature of the agreement signed with the enterprise, and the legally binding substantive contract amount shall be included in the signed amount, and the intentional marketing agreement amount shall not be included in the signed amount.
The inter-ministerial joint meeting will organize and coordinate to speed up the implementation of relevant policies in the Opinions. Implement tax policies, and eligible market-oriented debt-to-equity swap enterprises can enjoy preferential tax policies related to enterprise restructuring according to regulations; To meet the actual needs of carrying out market-oriented debt-to-equity swap, relevant departments will study appropriate support methods to encourage and guide the development of market-oriented debt-to-equity swap, and provide relatively stable low-cost medium-and long-term financial support to relevant banks and implementing agencies based on factors such as the scale of market-oriented debt-to-equity swap business, the availability of funds, and the quality of leverage reduction; On the premise of preventing the loss of state-owned assets, improve the marketization of the pricing of state-owned enterprises' share conversion. After approval, it is allowed to determine the share conversion price of state-owned listed companies with reference to the transaction price in the secondary market, and it is allowed to determine the share conversion price of state-owned unlisted companies with reference to competitive market quotations or other fair prices.