(The English version is used for reference only. Should the English version doesn’t match the meaning of the original text in Chinese, the Chinese version shall prevail.)

(Deliberated and adopted on February 24, 2009 at the third session of the First Governing Council; amended on April 26, 2011 at the third session of the Second Governing Council; amended on June 27, 2013 at the sixth session of the Third Governing Council; amended on November 6, 2015 at the eighth session of the Fourth Governing Council)

Chapter I General Provisions

Article 1 This Rules and Procedures for the Registration of Debt Financing Instruments of Non-Financial Enterprises for Public Issuance (this “Rules”), formulated in accordance with the Administrative Measures for Debt Financing Instruments of Non-Financial Enterprises on the Inter-bank Bond Market (《银行间债券市场非金融企业债务融资工具管理办法》) (PBOC Order [2008] No. 1) and other applicable rules including the Rules for the Registration and Issuance of Debt Financing Instruments of Non-Financial Enterprises in Inter-bank Market（《非金融企业债务融资工具注册发行规则》）of the National Association of Financial Market Institutional Investors (“NAFMII”), is designed to regulate the registration of non-financial enterprises debt-financing instruments (“Debt Financing Instruments”) for public issuance in the interbank bond market.

Article 2 Registration of any public issuance of Debt Financing Instruments shall be subject to the rule of the Registration Meeting, which shall decide whether a registration is to be accepted.

The Registration Meeting shall, in accordance with applicable self-regulatory rules, review the completeness of the information to be disclosed by relevant enterprises and intermediaries in the registration documents and shall oversee that any incomplete information disclosure is rectified. The Registration Meeting will not make any substantive judgment on the merits and risks of investing in the Debt Financing Instruments concerned.

Article 3 NAFMII has established a Registration Office under its Secretariat for receiving registration documents, conducting preliminary review to assess the completeness of information to be disclosed in the registration documents, and organizing the Registration Meeting.

Article 4 Both the procedures of registration for public issuance and the registration documents involved in the process shall be publicly disclosed through the Debt-Capital Market Filing Analysis Notification System (“DCM-FANS”) to facilitate public oversight.

Article 5 NAFMII shall regulate the registration of public issuance of Debt Financing Instruments by the categorization of the issuing enterprise and the type of instrument to be issued.

Chapter II Categorization- and Instrument-Based Regulation

Article 6 An enterprise meeting all of the following requirements shall be classified as a Category I Enterprise:

(1) Enjoying a high degree of recognition in the market and a prominent position in the industry, having a sound operating and financial profile (refer to the Annex for the specific standard), and not operating at a loss in both of the two most recent accounting years;

(2) Having publicly issued no less than 3 issuances of Debt Financing Instruments, amounting to no less than RMB 10 billion accumulatively in the most recent 36 months;

(3) Not having defaulted on Debt Financing Instruments or other debts, or deferred the payment of principal or interest, in the most recent 24 months; and neither the controlling shareholder of the enterprise nor any subsidiary controlled by the enterprise having defaulted on Debt Financing Instruments or deferred payment of principal or interest in the most recent 24 months;

(4) Not having received administrative punishment by competent authorities with a restriction on engaging in direct debt financing, nor having received a warning or with any other self-regulatory measure higher than a warning from NAFMII in the most recent 12 months; and

(5) Meeting other requirements of NAFMII for investor protection purpose.

Article 7 Enterprises not satisfying all the requirements under Article 6 shall be classified as Category II Enterprises.

Article 8 A Category I Enterprise is permitted to prepare a single registration document and make a single registration for the public issuance of super and short-term commercial papers, commercial papers, medium-term notes, except for other types of products Debt Financing Instruments specified in relevant rules or guidelines of NAFMII which require separate registrations, such as asset-backed notes and project revenue notes. A Category I Enterprise is also permitted to register each type of Debt Financing Instruments separately by preparing a separate registration document for each.

A Category I Enterprise may issue its registered Debt Financing Instruments according to its own plan while the registration is valid. Any Category I Enterprise electing to register multiple types of Debt Financing Instruments at one sitting is permitted to not specify the registered quota at the time of registration, and shall only need to specify the type, scale, and term of each issuance at the time of issuance.

Article 9 Any Category II Enterprise intending to offer multiple types of Debt Financing Instruments through public issuance shall register each type separately by preparing separate registration documents.

A Category II Enterprise may issue its registered Debt Financing Instruments according to its own plan within 12 months following registration acceptance, and shall file with NAFMII in advance if it intends to issue after 12months.

Article 10 Enterprises registered for issuing super and short-term commercial papers may do so according to their own plan while the registration is valid. Where NAFMII has prescribed other rules for the registration of public issuance of asset-backed notes, project revenue notes or other types of Debt Financing Instruments, those rules shall prevail.

Article 11 Category I Enterprises electing to make a single registration for multiple types of Debt Financing Instruments and enterprises registering for super and short-term commercial papers are permitted to form a principal underwriting group at the time of registration; a lead underwriter and optionally, a joint lead underwriter for each issuance only need to be designated at the time of issuance. Enterprises may change the members of the principal underwriting group while the registration is valid.

Article 12 An enterprise that has registered as a Category I Enterprise shall lose its status as a Category I Enterprise if an event causes it to fail to meet the requirements in Article 6(1), 6(3), 6(4), or 6(5). In this case, the enterprise shall:

(1) amend its registration document in accordance with the rules for a Category II Enterprise during the review period of its registration; and

(2) comply with Articles 28 and 29 during the validity period of its registration. If its existing registration is still valid, subsequent issuances shall comply with the rules for a Category II Enterprise, and any issuance after 12 months of registration acceptance shall be filed with NAFMII in advance; if its existing registration has expired, the enterprise shall re-register in accordance with the rules for a Category II Enterprise.

Article 13 An enterprise that has started a registration as a Category II Enterprise but subsequently meets the requirements of Article 6 for a Category I Enterprise may:

(1) amend its registration document in accordance with the rules for a Category I Enterprise during the review of its registration; and

(2) re-register in accordance with the rules for a Category I Enterprise during its registration's period of validity ; however, the re-registration under this new status will not be accepted until after the enterprise has voluntarily revoked the existing registration for the corresponding type of Debt Financing Instrument.

Article 14 Any Category I Enterprise that has made a consolidated registration for super and short-term commercial papers, commercial papers, medium-term notes, and other types of Debt Financing Instruments may submit the same kind of registration document within the six months before the expiry date of the registration. Any enterprise that has made separate registrations for super and short-term commercial papers, commercial papers, and medium-term notes may, after the existing registration has expired or the registered quota has exhausted, submit another registration document for issuing the same type of instrument.

Article 15 NAFMII Governing Council has authorized NAFMII Secretariat to adjust the categorization- and instrument-based regulatory regime when and as necessary in the interest of market development and investor protection, and to release the adjusted regime for implementation after obtaining the approval of the Bond Market Professional Committee of NAFMII.

Chapter III Preliminary Review by the Registration Office

Article 16 Within one working day of its receipt of a registration document, the Registration Office shall check whether the document contains all the key elements. If yes, it shall accept the submission and proceed to the preliminary review; if not, it can advise the enterprise or relevant intermediaries to supplement or amend the document.

Article 17 The Registration Office enforces a conflict of interest avoidance system for the preliminary review. If a reviewer assigned to a registration document has a potential or existing conflict of interest which may affect the fairness of performance of duties, he or she shall withdraw from the review.

Article 18 During the preliminary review, the Registration Office may advise an enterprise or relevant intermediaries to explain, supplement, or amend the registration document; access the due diligence report or other relevant materials of the intermediaries; and, if the information to be disclosed in the registration document is incomplete because an intermediary has not perform its duties with diligence, the Registration Office may require the intermediary to re-perform its duties.

Article 19 The preliminary review of information disclosure in registration document for public issuance uses a two-person responsible mechanism system and the procedures include:

(1) The Registration Office appoints two reviewers to separately and concurrently conduct the preliminary review on the registration document in accordance with applicable self-regulatory rules and guidelines to assess the completeness of disclosure under the registration document. The Registration Office shall designate one of the two reviewers as the lead reviewer, who shall be responsible for follow-up communications and feedbacks.

(2) If the reviewers find the information to be disclosed in the registration document incomplete, the lead reviewer shall aggregate the opinions from the preliminary review and advise the enterprise or relevant intermediaries through a letter (the “Suggestion Letter”) to furnish additional information. The Suggestion Letter for a Category I Enterprise shall be sent out within five working days of accepting the registration document, and for a Category II Enterprise, within ten working days.

With respect to registration of super and short-term commercial papers, the Suggestion Letter shall be sent out within five working days after the registration document is accepted; and in the case of asset-backed notes, project revenue notes, or other special types of instruments, within ten working days. Where alternative provisions are given by other applicable rules and guidelines of NAFMII, such provisions shall prevail.

(3) The enterprise or relevant intermediaries shall submit the supplemented or amended registration document (“Supplement Document”) to the Registration Office within ten working days of receiving a Suggestion Letter.

A written explanation shall be submitted for failing to meet the above time limit. Where the written explanation is not provided or the delays in providing responses during the phase of registration review (including both the preliminary review and the review at Registration Meeting) have reached more than 60 working days in total, NAFMII will suggest the enterprise or relevant intermediaries to withdraw the registration document.

(4) If, after the Registration Office has received the Supplement Document from the enterprise or relevant intermediaries, the reviewers find the information to be disclosed in the Supplement Document still incomplete, the lead reviewer shall aggregate the opinions and issue a Suggestion Letter within five working days from receipt of the Supplement Document; if the reviewers find the disclosure in compliance with applicable rules and guidelines, the lead reviewer shall draft a preliminary review report and submit it along with the preliminarily reviewed, to-be-disclosed registration document to the Registration Meeting.

Chapter IV Review at the Registration Meeting

Article 20 The Registration Meeting is attended by five Registration Specialists selected at random by the Registration Office from a list of such Registration Specialists, and is chaired by an appointed organizer. The Registration Meeting shall be held once a week in principle.

Article 21 Where any of the following circumstances applies to a selected Registration Specialist, the Registration Office shall replace the specialist with the person next in line from the random selection process:

(1) The specialist is serving as a director, supervisor, or senior manager of the enterprise concerned or of any of its affiliates;

(2) The specialist or the organization he or she is affiliated with is providing underwriting, rating, auditing, or legal services for the registration under review;

(3) Another specialist, who are affiliated with same organization as the specialist and precedes him or her in the random selection process, is attending the Registration Meeting;

(4) The specialist had attended the preceding Registration Meeting;

(5) The specialist cannot attend the Registration Meeting for any reason;

(6) The specialist cannot be contacted in time; or

(7) Other circumstances that may impair the impartiality of the performance of his or her duty.

Article 22 The Registration Office shall deliver the preliminarily reviewed, to-be-disclosed registration document to the specialists attending the Registration Meeting at least two working days in advance.

Article 23 If a Registration Specialist who had confirmed to attend a Registration Meeting can no longer attend the meeting for any reason, then subject to the approval of the Registration Office, the Registration Specialist can entrust his signed written opinion to a proxy for submission at the meeting, provided that none of the circumstances in Article 21 shall apply to the proxy.

Article 24 Each Registration Specialist shall, in his or her individual capacity, participate the Registration Meeting, listen to and discuss the preliminary review report from the Registration Office, and issue independent opinions on the registration under review.

Article 25 A Registration Specialist shall issue one of the following three opinions: “Registration Acceptance”, “Registration Accepted with Conditions” and “Registration Deferred”:

(1) “Registration Acceptance” shall be given to any document to be disclosed that complies with applicable self-regulatory rules and guidelines;

(2) “Registration Accepted with Conditions” shall be given to any document to be disclosed that can comply the applicable self-regulatory rules and guidelines after being supplemented with certain specific information, which shall be listed in a written instruction by the specialist;

(3) “Registration Deferred” shall be given to any document to be disclosed that does not comply with applicable self-regulatory rules and guidelines. Specialist issuing this opinion shall provide a written explanation for his or her decision.

Article 26 The Registration Office shall aggregate all opinions from Registration Specialists given according to Article 25, send the feedbacks to the enterprise or relevant intermediaries within one working day after the conclusion of the Registration Meeting, and proceed with any follow-up matters.

(1) If all five Registration Specialists indicate Registration Acceptance, NAFMII shall accept the registration for issuance and send the Notice of Acceptance of Registration to the enterprise;

(2) If two or more Registration Specialists indicate Registration Deferred, NAFMII shall defer the acceptance of registration and advise the enterprise to withdraw its registration document;

(3) For other combination of opinions, NAFMII shall accept the registration with conditions attached and publish the anonymized specialist opinions through DCM-FANS. The enterprise or relevant intermediaries shall submit the Supplement Document within ten working days after receiving the opinions.

Within one working day from the receipt of the Supplement Document, the Registration Office shall deliver it to each Registration Specialist who indicated Registration Accepted with Conditions or Registration Deferred, upon which they shall review the Supplement Document and notify the Registration Office of either Registration Acceptance or Registration Deferred within five working days. A Registration Specialist shall be deemed to indicate Registration Acceptance if he or she does not provide a response within this time limit. The Registration Office shall aggregate and disclose the opinions to the enterprise or relevant intermediaries within one working day upon receiving the opinions.

i. if all Registration Specialists indicate Registration Acceptance, NAFMII shall accept the registration for issuance and send the Notice of Acceptance of Registration to the enterprise;

ii. if only one Registration Specialist indicates Registration Deferred, NAFMII shall accept the registration for issuance, send the Notice of Acceptance of Registration to the enterprise, and publish the anonymized specialist opinions through DCM-FANS;

iii. if two or more Registration Specialists indicate Registration Deferred, NAFMII shall defer the acceptance of registration and advise the enterprise to withdraw its registration document.

Article 27 If NAFMII has deferred the acceptance of a registration, the enterprise concerned may re-submit registration documents no earlier than three months after the withdrawal of documents.

Article 28 An enterprise shall timely notify the Registration Office and publish relevant documents through DCM-FANS if, between the Registration Meeting and the establishment of a creditor-debtor relationship under its Debt Financing Instrument, a material event or a non-material event which nevertheless may have a significant impact on the value and decision-making of investment has occurred at the enterprise and necessitates supplementary disclosures. The enterprise shall suspend issuance if the issuance documents have already been published but the creditor-debtor relationship has not yet been established.

If any of the following events occurs at the enterprise, the Registration Office shall re-submit the registration document as amended by the enterprise to the Registration Meeting for review:

(1) The enterprise has defaulted on a major debt obligation by failing to repay on time;

(2) The enterprise has suffered material losses of more than 10% of its net assets;

(3) The enterprise’s de facto controller is a natural person who is under investigation or being imposed with compulsory measures by a competent authority for suspected violation of laws or disciplines;

(4) The enterprise has made the decision of capital reduction, merger, division, dissolution, or applying for bankruptcy, or is entering into bankruptcy proceedings or ordered to shut down in accordance with the law;

(5) The enterprise’s auditor has issued a qualified opinion, adverse opinion, or disclaimer of opinion with respect to a recently disclosed audited financial statement of the enterprise;

(6) The enterprise has lost its de facto control of a key subsidiary (defined as the enterprise having more than 35% interest in the asset, net assets, operating revenue, or net profit of the subsidiary in recent one year) due to rights issue, secondary market acquisition, or other reasons;

(7) The enterprise is downgraded in its corporate credit rating;

(8) The enterprise is having difficulty in maintaining its operation or production (e.g., its business operation or production had previously been suspended), or is having a dire liquidity situation, or is under significant pressure in repaying its outstanding debts; or

(9) Other circumstances that may have a major impact on the value of investment or the decision-making of investors.

Article 29 Registration re-submitted in accordance with Article 28 for review by the Registration Meeting shall be processed in reference to the relevant procedures in Articles 25 and 26.

(1) If all Registration Specialists indicate Registration Acceptance, the enterprise’s existing registration shall remain valid;

(2) If two or more Registration Specialists indicate Registration Deferred, the existing registration shall expire;

(3) For other combination of opinions, NAFMII shall publish the anonymized specialist opinions through DCM-FANS. The enterprise or relevant intermediaries shall submit Supplement within ten working days after receiving the opinions.

Within one working day from the receipt of the Supplement Document, the Registration Office shall deliver it to each Registration Specialist who indicated Registration Accepted with Conditions or Registration Deferred, upon which they shall review the Supplement Document and notify the Registration Office of either Registration Acceptance or Registration Deferred within five working days. A Registration Specialist shall be deemed to indicate Registration Acceptance if he or she does not provide a response within this time limit. The Registration Office shall aggregate and disclose the opinions to the enterprise or relevant intermediaries within one working day upon receiving the opinions.

i. if all Registration Specialists indicate Registration Acceptance, the existing registration shall remain valid;

ii. if only one Registration Specialist indicates Registration Deferred, the existing registration shall remain valid and NAFMII shall publish the anonymized specialist opinions through DCM-FANS;

iii. if two or more Registration Specialists indicate Registration Deferred, the existing registration shall expire.

Article 30 An enterprise may re-submit its registration document if its existing registration has expired under Article 29.

Article 31 The principal underwriter shall monitor the business operation and financial situation of the enterprise during registration review and throughout the period of validity of the registration, and shall urge the enterprise to make supplementary disclosures on material events and other major events.

Article 32 The Registration Office shall timely organize the files related to each Registration Meeting, and preserve them till three years after the termination of the creditor-debtor relationship under the last issuance of the Debt Financing Instruments reviewed at the Registration Meeting.

Article 33 The Registration Office shall prepare working reports on the review of registration documents and the Registration Meetings regularly.

Chapter V Filing

Article 34 If an enterprise is required to file with NAFMII before issuing Debt Financing Instruments within the period of validity of its registration, it shall prepare the filing in accordance with NAFMII’s requirements on the content and format of disclosure for such filings and submit it to the Registration Office through a qualified underwriter. The Registration Office shall accept the filing in reference to the procedures listed in Article 16.

Article 35 Filing for public issuance chiefly comprises the following steps:

(1) The Registration Office appoints one reviewer to examine the filing in accordance with applicable self-regulatory rules and guidelines for the completeness of the information to be disclosed.

(2) If the reviewer finds the disclosure incomplete, he or she shall issue a Suggestion Letter to the enterprise or relevant intermediaries within two working days from acceptance of the filling. If upon the receipt of the corresponding Supplement the reviewer finds that supplementary disclosures are still needed, he or she shall issue another Suggestion Letter within two working days from the date of the receipt.

(3) The enterprise or relevant intermediaries shall submit the Supplement Document to the Registration Office within ten working days after receiving a Suggestion Letter.

A written explanation shall be submitted for failing to meet the above time limit. Where the written explanation is not submitted or the delays in providing responses during the phase of filing review have reached more than 30 working days in total, NAFMII will suggest the enterprise or relevant intermediaries to withdraw the filing.

Article 36 An enterprise shall complete its issuance within six months of completing the filing.

Chapter VI Ancillary Provisions

Article 37 Staff of NAFMII involved in the registration and issuance shall strictly comply with work disciplines including the Registration and Issuance Staff Code of Conduct. Registration Specialists shall comply with Measures for the Administration of Registration Specialists.

Article 38 The Internal Audit Department of NAFMII Secretariat shall supervise the entire process of registration. The relevant working rules will be developed separately.

Article 39 NAFMII Secretariat shall be responsible for interpreting this Rules.

Article 40 This Rules shall come into effect as of the date of publication.

Annex: Business and Financial Indicators for Category I Enterprises.

Annex:

Business and Financial Indicators for Category I Enterprises 

Industry Categorization Table

Notes:

1. Enterprises should determine their industry based on their actual business operations.

2. All the above indicators should be calculated based on the audited financial statement from the most recent year. “–” means the indicator is not applicable to the industry. Return on assets ratio (%) = EBIT / average total assets × 100%; EBIT = gross profit + cost of interest and expenses.

3. In addition to the above indicators, a Category I Enterprise shall also meet the other requirements in Article 6, such as not operating at a loss in both of the two most recent accounting years etc.

4. An enterprise that has publicly issued no less than 3 issuances of Debt Financing Instruments in the preceding 36 months amounting to no less than RMB 50 billion cumulatively will not be subject to indictors including debt ratio, return on assets ratio, and “no consecutive losses in the two most recent accounting years”.

5. NAFMII Secretariat can adjust the working regime for categorization of enterprises when and as necessary in the interest of market development and investor protection, and to release the adjusted regime for implementation after obtaining the approval of the Bond Market Professional Committee of NAFMII.