To promote the opening-up of the National Interbank Bond Market, regulate bond issuances by overseas issuers and protect the legitimate rights and interests of investors in the bond market, the People’s Bank of China and the Ministry of Finance hereby promulgate the Interim Measures for the Administration of Bonds Issued by Overseas Issuers on the National Interbank Bond Market, effective on the date of promulgation.
Appendix: Interim Measures for the Administration of Bonds Issued by Overseas Issuers on the National Interbank Bond Market
People’s Bank of China
Ministry of Finance
September 8, 2018
Appendix
Interim Measures for the Administration of Bonds Issued by Overseas Issuers on the National Interbank Bond Market ( “Measures”)
Chapter I General Provisions
Article 1 The Measures are promulgated with a view to promoting the opening-up of the National Interbank Bond Market, regulating bond issuances by overseas issuers and protecting the legitimate rights and interests of investors in the bond market and in accordance with the applicable laws and regulations, including the Law of the People’s Republic of China on the People’s Bank of China and the Accounting Law of the People’s Republic of China .
Article 2 In the Measures, an “overseas issuer” means a foreign governmental agency, an international development institution, or a financial institution (which is a legal person) or a non-financial enterprise (which is a legal person) duly registered outside of the People’s Republic of China ( “PRC”) issuing bonds on the National Interbank Bond Market.
Article 3 In the Measures, a “foreign governmental agency” means the government of a sovereign country, a foreign local government or an agency performing government functions.
In the Measures, an “international development institution” means any multilateral, bilateral or regional international development financial institution that makes development loans and investments.
Chapter II Application for Issuance
Article 4 Overseas financial institutions (which are legal persons) issuing bonds on the National Interbank Bond Market shall be subject to approval by the People’s Bank of China (“PBOC”).
Foreign governmental agencies and international development institutions issuing bonds on the National Interbank Bond Market and overseas non-financial enterprises (which are legal persons) issuing debt financing instruments on the National Interbank Bond Market shall apply to the National Association of Financial Market Institutional Investors (“NAFMII”) for registration.
Article 5 Foreign governmental agencies and international development institutions shall have experience in debt offerings and sound debt repayment capabilities.
Article 6 Overseas financial institutions (which are legal persons) shall possess the following qualifications for issuing bonds:
- actual paid-in capital of not less than RMB 10 billion or an equivalent amount in foreign currency;
- sound corporate governance and robust risk management systems;
- stable financial condition, good credit standing, and profitability for the most recent three consecutive years;
- experience in bond offerings and sound debt repayment capabilities; and
- being subject to effective regulation by the financial regulatory authorities of the country or region where the issuer is located, and its key risk regulatory indicators being in compliance with the requirements of local financial regulatory authorities.
Article 7 The documents required to be submitted to PBOC by an overseas financial institution (which is legal person) for issuing bonds shall include:
- an application letter for the issuance of bonds;
- valid resolutions of the issuer’s competent decision-making body or other evidencing document(s) approving the proposed issuance;
- an offering circular;
- the financial statements and audit reports for the most recent three financial years, and the latest financial statement (if any);
- regulatory document(s) evidencing the consent by the financial regulatory authorities of the country or region where the issuer is located on the issuer’s operation of relevant financial business shall also be provided by the overseas financial institution (which is a legal person) issuing bonds;
- a credit rating report and credit tracking assessment arrangements (if available);
- deed of guarantee and the guarantor’s credit information (if applicable); and
- legal opinions issued by a law firm qualified in the issuer’s home jurisdiction and by a PRC law firm.
Chapter III Bonds Issuance, Registration, Custody and Settlement
Article 8 Overseas issuers may apply to issue bonds on a stand-alone basis or in tranches up to a total amount.
Article 9 Foreign governmental agencies, international development institutions and overseas financial institutions (which are legal persons) that are seasoned issuers on overseas markets or that have issued bonds in the PRC and complied with the ongoing disclosure obligations for more than one year may apply to issue bonds in tranches up to a total amount.
Overseas non-financial enterprises (which are legal persons) applying to issue bonds in tranches up to a total amount shall comply with the relevant rules of NAFMII.
Article 10 Overseas financial institutions (which are legal persons) shall file with PBOC an updated offering circular, a credit rating report (if available), an underwriting agreement and an agreement among syndicate members, legal opinions and other finalized documents for each issuance prior to the pricing of the bonds in accordance with relevant rules and regulations governing the National Interbank Bond Market.
Article 11 Bonds issued by overseas issuers shall be under custody of the registration and custody institutions recognized by PBOC. The issuers shall confirm the creditor-debtor relationship with the registration and custody institutions promptly after the issuance. The registration and custody institutions shall register the bonds in a timely manner.
Overseas issuers shall comply with the relevant rules of the registration and custody institutions to ensure that the interest on and principal of the bonds be paid to the designated accounts of bondholders in a timely manner.
Article 12 Overseas issuers approved or registered to issue bonds in the PRC shall complete applicable foreign exchange registration. The account opening, fund remittances and transfers, cross-border settlements and information reporting in connection with the proceeds shall be in compliance with relevant rules of PBOC and the State Administration of Foreign Exchange.
Chapter IV Information Disclosure
Article 13 Overseas issuers shall perform information disclosure obligations prior to the issuance and during the life of the bonds in accordance with relevant regulations of the National Interbank Bond Market. Overseas issuers and guarantors (if any) shall ensure that their information disclosure is truthful, accurate, complete and made on a timely basis, without any false records or misleading statements or material omissions.
Overseas issuers disclosing material information on other markets shall also disclose such information on the National Interbank Bond Market simultaneously or as soon as reasonably practicable thereafter.
Article 14 An overseas issuer offering bonds through a private placement to the qualified institutional investors who have reached written subscription documents shall disclose information in accordance with the agreed upon contents and form to the qualified institutional investors of the bonds only. The issuer may not publicly disclose the offering circular, its financial statements or any other offering documents.
Article 15 An international development institution offering bonds and publicly disclosing its financial statements shall include a notice paragraph at a prominent place in the offering circular and its financial statements to clearly state the accounting standards adopted by it. It shall also disclose a description of material differences between the accounting standards adopted by it and the Chinese Accounting Standards for Business Enterprises(“ASBE”) if its financial statements are not prepared in accordance with the ASBE or other accounting standards recognized by the Ministry of Finance (“MOF”) as equivalent to the ASBE based on the reciprocity principle (hereinafter referred to as the “Equivalent Accounting Standards”).
Article 16 An overseas financial institution (which is a legal person) or a non-financial enterprise (which is a legal person) offering bonds and publicly disclosing its financial statements shall include a notice paragraph at a prominent place in the offering circular and its financial statements to clearly state the accounting standards adopted by it. If its financial statements are not prepared in accordance with the ASBE or the Equivalent Accounting Standards, such issuer shall provide the following supplemental information:
- a description of material differences between the accounting standards adopted by the issuer and the ASBE; and
- information on reconciliation to the ASBE, indicating the amounts of financial impact of the differences between the accounting standards on all the material items in its financial statements.
Article 17 An overseas issuer offering bonds through a private placement to qualified institutional investors who have reached written subscription documents may agree with the qualified institutional investors on the accounting standards under which the issuer’s financial statements are prepared, fully disclose the risks involved therein and confirm that such risks are borne by the investors.
Article 18 The information disclosure documents publicly disclosed by overseas issuers shall be in simplified Chinese or accompanied with a simplified Chinese translation.
Article 19 An overseas issuer offering bonds which has adopted the ASBE in preparation of its financial statements shall engage an accounting firm, which is qualified for conducting securities and futures related business in the PRC, to audit its financial statements. An overseas issuer offering bonds which has adopted other accounting standards in preparation of its financial statements shall have its financial statements audited by accounting firm(s) qualified for conducting the securities and futures related business in the PRC or overseas accounting firms meeting the following requirements:
- legally registered or incorporated in the country or region where the firm is located, possess the necessary qualification for practicing audit and is in good standing;
- possess good international reputation and is well-recognized in the market;
- is eligible to provide audit services for public offerings of securities in the country or region where the accounting firm is located and has no less than five years’ experience in providing such services; and
- meets other criteria or regulatory requirements as specified by the MOF.
The information on reconciliation to the ASBE provided by overseas issuers shall be attested to by a PRC accounting firm which possess the qualification to conduct the securities and futures related business in the PRC.
Article 20 The overseas accounting firm(s), which is engaged by an overseas issuer to audit its financial statements regarding bond issuance in the PRC, shall be subject to supervision by the MOF and shall make a filing with the MOF in accordance with the relevant requirements. If the jurisdiction in which the overseas accounting firm is located has entered into an agreement with the MOF on audit regulatory equivalence, or an audit regulatory cooperation agreement specified for bond issuance, the supervision of such overseas accounting firm(s) will be performed according to such agreement.
Article 21 The overseas accounting firm(s) shall make a filing with the MOF no later than 20 business days prior to the submission of an application for the bond issuance by the overseas issuer and make annual filings with the MOF within the duration of the bonds.
Chapter V Miscellaneous
Article 22 Underwriters, trustee institutions, credit rating agencies, accounting firms, law firms, and other professional institutions and their respective personnel that provide professional services to overseas issuers in connection with the issuance of bonds shall diligently perform their duties and strictly comply with the codes of conduct and business ethics, provide professional services in accordance with applicable regulations and agreements and assume their respective legal liabilities.
Article 23 The MOF supervises the accounting firms that audit the relevant financial statements. The MOF have authority to take regulatory actions, including but not limited to the imposition of a time limit for rectification and public announcement, against the overseas accounting firms which have violated the applicable provisions in the Measures or that have severe quality issues in the conduct of the audit.
Article 24 The legal opinions issued in connection with the issuance of bonds by overseas issuers shall be issued by a qualified PRC law firm and by a law firm qualified in the issuer’s home jurisdiction or other legal counsel. The PRC legal opinion shall be issued by qualified lawyers practicing in accordance with the Law of the People’s Republic of China on Lawyers.
Article 25 Overseas issuers shall establish the investor protection mechanisms and engage an entity within the PRC which is independent from the issuer to safeguard the interest of bondholders during the life of the bonds. Such independent entity shall act diligently, independently and fairly, and oversee the issuer to implement the investor protection mechanisms, including, among other things, disclosing material events and convening bondholders’ meetings.
Article 26 The credit rating reports published in connection with bond offerings by overseas issuers shall be issued by the recognized credit rating agencies qualified to conduct rating business on the National Interbank Bond Market.
Article 27 The NAFMII will strengthen the self-regulatory supervision on bond issuances by overseas issuers in the National Interbank Bond Market, and be responsible for promulgating relevant rules on registration and issuances of bonds by foreign governmental agencies, international development institutions, and non-financial enterprises (which are legal persons) in the National Interbank Bond Market and information disclosure guidelines on bond issuances by overseas issuers, and review and supervise information disclosure by issuers. The NAFMII shall report any issuer’s failure to comply with the information disclosure requirements to the PBOC.
Chapter VI Supplementary Provisions
Article 28 Overseas issuers from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan issuing bonds on the National Interbank Bond Market shall comply with, mutatis mutandis, the Measures.
Article 29 The PBOC and the MOF shall have the authority and be responsible for the interpretation of the Measures. Matters not expressly provided for under the Measures shall be governed by the relevant rules and regulations of the PBOC and the MOF.
Article 30 Overseas institutions that have obtained approval or registration before the promulgation of the Measures to issue bonds on the National Interbank Bond Market may act in accordance with the relevant requirements at the time of such approval or registration.
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