Notice by the State-owned Assets Supervision and Administration Commission of the State Council of Issuing the Measures for the Administration of Bond Issuance by Central Enterprises

Notice by the State-owned Assets Supervision and Administration Commission of the State Council of Issuing the Measures for the Administration of Bond Issuance by Central Enterprises

(No. 34 [2023] of the State-owned Assets Supervision and Administration Commission)

All central enterprises:
The Measures for the Administration of Bond Issuance by Central Enterprises, as deliberated and adopted at the 9th Executive Meeting of the State-owned Assets Supervision and Administration Commission of the State Council in 2023, are hereby issued to you for your compliance and implementation.

State-owned Assets Supervision and Administration Commission
April 26, 2023

Measures for the Administration of Bond Issuance by Central Enterprises

Chapter I General Provisions
Article 1 These Measures are developed in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Law of the People's Republic of China on the State-owned Assets of Enterprises, the Interim Regulation on the Supervision and Administration of State-owned Assets of Enterprises (Order No. 378, State Council), and other relevant laws and regulations for the purposes of performing investors' duties in accordance with the law, regulating the issuance of bonds by central enterprises, strengthening, expanding, and increasing the returns on state capital and enhancing the strength, quality, and size of state-owned enterprises through bond financing, and enhancing enterprises' core competitiveness.
Article 2 For the purposes of these Measures, “central enterprises” means state-funded enterprises in which the State-owned Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the “SASAC”) performs investors' duties on behalf of the State Council. For the purposes of these Measures, “bonds” means corporate credit bonds issued by central enterprises and their subsidiaries at all levels in domestic and overseas bond markets, including but not limited to enterprise bonds, corporate bonds, debt financing instruments of non-financial enterprises, and financial bonds.
Article 3 The management of bond issuance by central enterprises shall follow the following principles:
(1) Adhering to serving the development of the main business and real economy. Central enterprises shall make bond issuance plans as required for the development of the main business and real economy, guarantee the construction of major national strategies, major projects, and key projects, and the development of the real economy, accelerate the achievement of major breakthroughs in core technologies in key fields, create original technology sources and modern industry chains, and provide financial support for realizing high-level self-reliance and strength in science and technology and enhancing the resilience and safety of industry and supply chains.
(2) Adhering to hierarchical and categorized management. The SASAC shall manage and control the overall asset-liability level of central enterprises and bond issuance plans of group companies based on capital management. Central enterprises shall decide on the issuance of bonds by their subsidiaries in accordance with laws and regulations, and strengthen the regulation of key industries and key enterprises with large-scale bond issuance and high bond default risks.
(3) Adhering to the whole-process management and control of bonds. Efforts shall be made to strengthen the whole process management, including but not limited to institutional development, formulation of bond issuance plans, advance examination of bond issuance, dynamic monitoring of outstanding bonds, and bond redemption arrangements, effectively improve management and control, and prevent bond default risks.
Article 4 The SASAC shall establish and improve the regulatory system for bond issuance by central enterprises in accordance with the law, examine and approve the annual bond issuance plans of group companies of central enterprises and propel central enterprises to strengthen whole-process bond management and control, effectively prevent bond default risks, and hold central enterprises liable for the loss of state-owned assets and other serious adverse consequences caused by regulatory violations in bond issuance.
Article 5 A central enterprise, as the party responsible for the management of bond issuance, shall be responsible for establishing and implementing its bond issuance management rules and organizing the implementation thereof. The management rules shall cover:
(1) the principles for the management of bond issuance;
(2) work flow, management departments, and relevant duties;
(3) requirements for the management of bond issuers;
(4) measures for the management of outstanding bonds;
(5) measures for preventing and controlling bond risks; and
(6) accountability for regulatory violations.
The rules for the management of enterprises' bond issuance shall be reported to the SASAC after being deliberated and adopted by the internal decision-making body.
Chapter II Management of Bond Issuance Plans
Article 6 The issuance of bonds by central enterprises shall be subject to annual plan management. When making the annual financial budget, a central enterprise shall comprehensively consider factors such as development strategy, investment plan, capital demand, asset-liability level, and financing cost, and determine the annual bond issuance plan of the group company and its subsidiaries. The annual bond issuance plan of a central enterprise mainly includes the outstanding bonds of the group company and its subsidiaries, the annual bond issuance quota (including the net financing amount of short-term bonds with a term of less than one year, the total ......