1. The use of the raised funds conforms to the national industrial policy and the development direction of the industry, and the relevant procedures are complete, including examination and approval by the competent authorities, land, environmental assessment, etc.

2. The enterprise has been established for more than three years, and there have been no major violations of laws and regulations in the past three years;

3. There is no default or delay in servicing the issued corporate bonds or other debts;

4. The accumulated balance of bonds issued by an enterprise shall not exceed 40% of its net assets (excluding minority shareholders' rights and interests);

5. It has been profitable continuously in the past three years, and the average net profit in the past three years is enough to pay the interest of bonds for one year. In the actual examination and approval, the NDRC generally requires that the average net profit in the past three years can cover 1.5 times of the one-year interest of bonds;

6, used in fixed assets investment projects, should meet the requirements of the capital system of fixed assets investment projects, in principle, the cumulative issuance shall not exceed 60% of the total investment of the project. The proportion shall apply mutatis mutandis to those who have acquired property rights (shares). The amount used to supplement the working capital shall not exceed 20% of the total amount of bonds issued.

Introduce the legal basis and approval procedures in the process of issuing corporate bonds.

(1) Legal basis

1. Company Law

2. Securities Law

3. Regulations on the Administration of Corporate Bonds

4. The National Development and Reform Commission, the People's Bank of China and the Head Office of the People's Bank of China issue a notice on corporate bonds every year.

5. Annual notices of the local development and reform commission and the regional branches of the People's Bank of China on corporate bonds.

(two) the competent department and the examination and approval procedures

The enterprise shall report the issuance materials of corporate bonds to the National Development and Reform Commission, and the lead underwriter shall report the approval materials for the membership of the underwriting syndicate. After the approval of the National Development and Reform Commission, it will issue a countersigned approval to the People's Bank of China; Countersigned with the People's Bank of China, in which the countersigned by the People's Bank of China focuses on issuing varieties and interest rates; The countersignature will be returned to the National Development and Reform Commission. If there is no problem, the National Development and Reform Commission will issue a formal issuance approval.

(3) Issuance procedures

For the issuance of corporate bonds, it is suggested that the lead underwriter should be determined after the enterprise determines its intention to issue, and the lead underwriter should cooperate with the relevant departments of the enterprise and local government to complete the following work.

1. Identify the issuer.

2. Determine the guarantor or guarantee method. Guarantees usually include third-party guarantees, land mortgage guarantees and the establishment of sinking funds.

3. Determine the purpose of the raised funds.

4. Identify other intermediaries

5. Determine the distribution plan

6. The lead underwriter shall assist in applying to the local development and reform commission for issuing corporate bonds.

7. The lead underwriter assists the enterprise to establish a relationship with the competent department.

8. Make application materials and report them to the National Development and Reform Commission for approval.

9. Preparation for issuance and underwriting

10. The issuance items include sales, transfer, underwriting report, capital verification, etc.

1 1. Other work includes information disclosure and consulting for enterprises in all aspects.

The difference between issuing corporate bonds and other financing methods

Compared with traditional financing methods such as commercial bank loans (indirect financing) and stock issuance, direct financing methods such as issuing corporate bonds, corporate bonds and short-term financing bills have the following advantages:

Relax the restrictions on issuers: state-owned enterprises, private enterprises, listed companies and unlisted companies can issue bonds as long as they are large enough to meet the conditions.

Term advantage: Corporate bonds are medium-and long-term financing with a term of 3- 10 years, which can be issued in two phases and three phases, and enterprises can choose freely; Bank loans are mainly short-term liquidity, which cannot meet the needs of enterprises for medium and long-term project funds.

Financing cost: reduce financing cost and spread financing risk. The financing cost of bonds is directly related to factors such as credit rating, guarantee and issuance period. Moreover, China is in the channel of raising interest rates, so issuing corporate bonds can lock in interest rates and avoid the risk of raising interest rates.

Efficiency of examination and approval: Corporate bonds are a kind of financing products strongly recommended and supported by the state. Once the issuance conditions are met, it will be approved, the funds will be in place in one step, and the balance will be underwritten by the brokerage firm.

Use of funds: The funds raised by corporate bonds are flexible and can be used for projects, supplementing liquidity, optimizing financial structure and repaying bank loans.

Innovate financing methods and expand financing channels. Keep pace with the times, innovate and develop, and the sources of funds are rich, and the foundation of enterprise development is of course more stable; Improve capital structure and improve management efficiency. Appropriately increasing the ratio of assets to liabilities and rationally using financial leverage can not only urge managers to strengthen internal management and external coordination, but also pay attention to operational efficiency and improve the unit profit level of enterprises;

Advantages and disadvantages of corporate bonds

One of the advantages is that the interest rate is unlimited. Article 18 of the Regulations on the Administration of Corporate Bonds stipulates that "the interest rate of corporate bonds shall not be higher than 40% of the bank's resident time deposit interest rate for the same period". There is no provision for interest rate in the Pilot Measures for Corporate Bond Issuance. In the interest rate hike cycle, corporate bonds have a broader space for innovation in the design of coupon rate.

The second advantage is that the issuance conditions are relaxed. Article 12 of the Regulations on the Administration of Corporate Bonds stipulates that "an enterprise must meet the following conditions when issuing corporate bonds: (1) the scale of the enterprise meets the conditions stipulated by the state; Staff management (2) The enterprise's financial accounting system conforms to the provisions of the state; (3) Being solvent; (4) The enterprise has good economic benefits and made profits for three consecutive years before issuing corporate bonds; (5) The use of raised funds conforms to the national industrial policy ". Article 7 of the "Pilot Measures for the Issuance of Corporate Bonds" stipulates that "the issuance of corporate bonds shall meet the following conditions: (1) The company's production and operation conform to the provisions of laws, administrative regulations and the company's articles of association, and conform to the national industrial policy; (2) The internal control system of the company is sound, and there are no major defects in the integrity, rationality and effectiveness of the internal control system; (3) The credit rating agency has a good credit rating on the bonds; (4) The audited net assets of the company at the end of the latest period are in compliance with laws, administrative regulations and relevant provisions of China; (5) Interest on corporate bonds with an average annual distributable profit of not less than one year in the last three fiscal years. (6) The accumulated balance of corporate bonds after this issuance shall not exceed 40% of the net assets at the end of the latest period; The accumulated corporate bond balance of financial companies is calculated according to the relevant regulations of financial enterprises. "

In contrast, the corporate bonds of real estate project management companies do not have the requirement of making profits for three consecutive years, and of course there are requirements for the balance ratio of bonds. As for the distributable profits, it is not high for most listed companies.

The third advantage is that the issue time is wider and it can be issued in stages. Article 15 of the Regulations on the Administration of Corporate Bonds stipulates that "after the issuance of bonds is approved by the People's Bank of China, the issuer shall start issuing bonds within three months from the date of approval, otherwise the original approval documents will automatically become invalid; If the enterprise still needs to issue bonds, it shall be submitted for approval separately. " Article 21 of the Pilot Measures for the Issuance of Corporate Bonds stipulates that "to issue corporate bonds, you can apply for approval at one time and issue them in installments. From the date when China approves the issuance, the company shall issue the first issue within six months, and the rest shall be issued within twenty-four months. If it is not issued within the time limit stipulated in the approval document, it must be re-approved by China before it can be issued. "

The fourth advantage is that you can avoid guarantees. Article 36 of the Regulations on the Administration of Corporate Bonds stipulates that "the issuer shall provide guarantee before the issuance of bonds, except that it may be exempted from providing guarantee with the approval of the People's Bank of China. Only after the guarantee work is approved by the People's Bank of China can bonds be issued ". There is no mandatory provision for the issuance of corporate bonds.

The fifth advantage is that it can be traded across the market. Article 7 of the Regulations on the Administration of Corporate Bonds stipulates that "the custodian-the China Government Securities Depository and Clearing Co., Ltd. which handles the general registration and custody of book-entry bonds and the lead underwriter who handles the registration and secondary custody of such bonds". The "Pilot Measures for the Issuance of Corporate Bonds" does not adopt the provision in the Exposure Draft that "corporate bonds shall be uniformly registered and managed by China Securities Depository and Clearing Corporation", which means that corporate bonds may be managed by China Securities Depository and Clearing Corporation or by China Government Securities Depository and Clearing Corporation, which will enable corporate bonds to be traded in the exchange market and the interbank market at the same time. /kloc-0 At the beginning of 0/0, the People's Bank of China announced its support for the issuance, trading circulation and registration and custody of corporate bonds in the inter-bank bond market. According to the principle of market-oriented operation, corporate bonds approved by other administrative departments can be issued, traded and registered in the inter-bank bond market after corresponding procedures are fulfilled, which further clarifies the way of cross-market trading of corporate bonds.

What are the loan processes of the four major state-owned commercial banks?

In fact, not only the four major state-owned banks, but almost all commercial banks have loan procedures like this:

Understand the loan demand-submit relevant information-bank risk review-sign a credit contract-lend money-use monitoring after lending-repayment.

3. What is the procedure of bank loan?

The loan procedures of commercial banks are roughly as follows:

1. Borrowers need to bring relevant information to apply for loans from commercial banks. The application materials generally include: proof of identity (ID card, household registration book, marriage certificate), proof of income (format stipulated by the bank), and proof of credit (education certificate, real estate license, etc.). ) and so on.

2, commercial banks to determine the borrower's information is complete, and meet the requirements, accept the borrower's loan application, review the relevant information provided by the borrower.

3. Commercial banks should review the loan conditions and decide whether to grant loans according to the independently established loan management system that separates loan review from grading approval.

4. After the approval, the commercial bank will sign a loan contract with the borrower.

5. The borrower uses the loan according to the loan contract, and repays the principal and interest on schedule.

legal ground

Article 675 The borrower shall repay the loan within the agreed time limit. If the term of the loan is not agreed or clearly agreed, and cannot be determined according to the provisions of Article 510 of this Law, the borrower may return it at any time; The lender may urge the borrower to return it within a reasonable period of time.

What are the loan processes of the four major state-owned commercial banks?

In fact, not only the four major state-owned banks, but almost all commercial banks have the same loan process: understanding the loan demand-submitting relevant information-bank risk review-signing a credit contract-lending-monitoring the use after lending-repayment.