(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.)

(Reviewed and adopted on April 15, 2008 at the second session of the first Governing Council Meeting; amended on February 24, 2009 at the third session of the first Governing Council Meeting and on November 6, 2015 at the eighth session of the fourth Governing Council Meeting.)

Chapter I General Provisions

Article 1 This Rules for the Registration and Issuance of Debt Financing Instruments of Non-Financial Enterprises (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》)(People’s Bank of China Decree [2008] No. 1), the Constitution of the National Association of Financial Market Institutional Investors(《中国银行间市场交易商协会章程》)and related laws and regulations, are adopted to regulate the offering registration of Debt Financing Instruments by non-financial enterprises and to protect the legitimate rights and interests of investors.

Article 2 For the purposes of this Rules, the term “Debt Financing Instruments of Non-financial Enterprises” (“Debt Financing Instruments”) means any marketable securities issued in the interbank bond market by an incorporated non-financial enterprise (“Enterprise”) for which said non-financial enterprise undertakes to repay the principal and accrued interest within a specified period of time.

Article 3 Each prospective Enterprise should register any debt financing instrument it intends to issue with the National Association of Financial Market Institutional Investors (“NAFMII”).

NAFMII has established a Registration Office under its Secretariat to regulate the registration of Debt Financing Instruments in accordance with applicable rules and guidelines.

Article 4 The acceptance of any registration shall not be construed as any substantive judgment of NAFMII on the merits and risks of an investment in the concerned debt financing instrument, nor shall the completion of a registration exempt the Enterprise and related intermediaries from their legal liabilities in connection with the timely disclosure of authentic, accurate, and complete information. Each investor shall independently evaluate the value, and bear the risks, of his or her own investment.

Article 5 Debt financing instruments may be issued in the interbank bond market either through public issuance or through private placement.

Article 6 Proceeds raised by an Enterprise through the issuance of Debt Financing Instruments shall be used in the Enterprise’s business operations which must be compliant with national laws, regulations, and policies.

Article 7 Any registration and issuance of debt financial instruments shall abide by the principles of openness, equity and fairness. NAFMII shall disclose the progress of each registration and related documents and shall be subject to public oversight.

Article 8 NAFMII will implement multi-tiered and classified management system for the registration and issuance of Debt Financing Instruments by Enterprises. The Governing Council of NAFMII hereby authorizes the Secretariat to adjust relevant working mechanisms insofar as necessary for the development of the market and the protection of investor sand to release for implementation, provided that such adjustments are approved by the Bond Market Professional Committee.

Chapter II Registration of Public Offerings

Article 9 Registration of any public issuance of Debt Financing Instruments shall be subject to the rule of the registration committee, which shall decide whether the registration is to be accepted.

The Registration Meeting consists of five Registration Specialists selected at random by the Registration Office from a pool of such Registration Specialists.

Article 10 Each prospective Enterprise shall prepare registration documents in accordance with the requirements of NAFMII with respect to the content and format of information disclosure for publicly issued Debt Financing Instruments, and deliver the same to the Registration Office through a qualified underwriter. The registration documents shall include:

1. registration report for the public offering Debt Financing Instruments by the Enterprise (with the resolution of the competent decision-making body under the constitutional documents of the Enterprise attached thereto);

2. letter of recommendation from each principal underwriter;

3. the prospectus;

4. other documents that the Enterprise intends to publicly disclose; and

5. any other documents as required by NAFMII.

Article 11 The Registration Office shall complete the acceptance procedure for compliant registration documents and perform a preliminary review on the completeness of the information to be disclosed there under. The Registration Office may advise the concerned Enterprise or related intermediaries to explain, supplement, or revise the registration documents.

Article 12 Upon being satisfied with the results from this preliminary review, the Registration Office shall submit the registration documents to the Registration Meeting for evaluation.

The Registration Meeting will evaluate the completeness of the information to be disclosed under the registration documents, and will not make any substantive judgment on the merits and risks of an investment in the concerned debt financing instrument.

Article 13 Each Registration Specialist shall, in his or her individual capacity, participate in the Registration Meeting, listen to and discuss the preliminary review report from the Registration Office, and issue independent opinions on the subjects under review.

Article 14 A Registration Specialist may issue one of the following three opinions: “Registration Accepted,” “Registration Accepted with Conditions,” and “Registration Deferred.”

With respect to any offering registration under deliberation, the registration meeting will accept said registration if all five Registration Specialists indicate “Registration Accepted;” defer the acceptance of said registration if two or more Registration Specialists indicate “Registration Deferred”; and accept said registration with conditions attached if their opinions are of any other composition.

Article 15 Where Registration Meeting has issued a decision of Registration Accepted with Conditions with respect to an offering registration, the concerned Enterprise or related intermediaries shall supplement or revise the registration documents according to the feedbacks of the Registration Specialists and submit such supplemented or revised documents through the Registration Office to the Registration Specialist(s) whose original opinion is “Registration Accepted with Conditions” or “Registration Deferred.”

Said Registration Specialists shall evaluate the submitted supplementary information and indicate either “Registration Acceptance” or “Registration Deferred.” If two or more Registration Specialists indicate “Registration Referred,” the acceptance of said offering registration will be deferred; otherwise, said offering registration will be accepted.

Article 16 Where the Registration Meeting accepts a registration, NAFMII will issue a Notice of Registration Acceptance to the concerned Enterprise. The registration is valid for a period of two years. If the registration committee determines that an offering registration is to be deferred, the concerned Enterprise may re-submit its registration documents three months later.

Article 17 An Enterprise shall promptly notify the Registration Office and submit revised registration documents if, during the effective period of its registration for public issuance, 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, If a re-evaluation is necessary, the Registration Office shall forward the revised registration documents to the Registration Meeting, which shall determine whether or not the existing registration of the Enterprise is still valid.

Chapter III Registration of Private Placements

Article 18 Each prospective Enterprise shall prepare registration documents in accordance with the requirements of NAFMII with respect to the content and format of information disclosure for privately placed Debt Financing Instruments, and deliver the same to the Registration Office through a qualified underwriter. The registration documents shall include:

1. registration report for the Debt Financing Instruments to be privately placed by the Enterprise (with the resolution of the competent decision-making body under the constitutional documents of the Enterprise attached thereto);

2. letter of recommendation from each principal underwriter;

3. the private placement agreement;

4. other private placement documents which the Enterprise intends to disclose; and

5. any other documents as required by NAFMII.

Article 19 An Enterprise may offer Debt Financing Instruments in the interbank bond market through private placement either to Specialized Institutional Investors or Designated Institutional Investors.

Article 20 For the purposes of this Rules, the term “Specialized Institutional Investor” refers to any institutional investor who, in addition to being experienced in investing in the interbank market and identifying the risks associated therewith, is also familiar with the risk characteristics and investment process with respect to privately placed Debt Financing Instruments, and is willing and capable of bearing the investment risks, and voluntarily accepts the self-regulation of NAFMII and fulfills its obligations as a member of NAFMII.

Specialized Institutional Investors shall be selected by NAFMII in accordance with market principles and the procedures as determined by the Governing Council. By investing in an issue of privately placed Debt Financing Instruments, the concerned Specialized Institutional Investor shall be deemed as having executed the associated private placement agreement and accepted the rights and obligations, as well as the specific standards for information disclosure, under the private placement agreement.

Article 21 For the purposes of this Rules, the term “Designated Institutional Investor” refers to any institutional investor who understands and is capable of identifying the risk characteristics and investment process with respect to an issue of Debt Financing Instruments privately placed by a specific Enterprise, is willing and capable of bearing the investment risks, and voluntarily accepts the self-regulation of NAFMII and fulfills obligations as a member of NAFMII.

Each Designated Institutional Investor shall be selected by the Enterprise and its principal underwriter and shall issue a written confirmation to NAFMII.

Article 22 The number of investors investing in each single issuance of privately placed Debt Financing Instruments shall conform to national laws and regulations.

Article 23 The Enterprise and investors of an issuance of privately placed Debt Financing Instruments shall determine the specific arrangements for the credit rating and follow-up credit rating of the Debt Financing Instruments through consultation and commit such specific arrangements to the associated private placement agreement.

Article 24 The Registration Office shall complete the acceptance procedure for qualified private placement registration documents and verify the completeness of the format of registration materials. The Registration Office may advise the concerned Enterprise or related intermediaries to explain, supplement, or revise the registration documents.

Article 25 Where the private placement registration documents of a prospective Enterprise are complete in format, NAFMII will accept the registration and issue a Notice of Registration Acceptance. The registration is valid for a period of two years.

Chapter IV Issuance

Article 26 While a registration is effective, the Enterprise may issue Debt Financing Instruments through book-building or invitation for bid, in one or multiple issuance(s).

Article 27 Any Enterprise that adopts the book-building method shall duly issue its Debt Financing Instruments through the centralized book-building system. Any Enterprise who invites for a bid shall duly issue its Debt Financing Instruments via the designated bond issuance system.

Article 28 The Enterprise, underwriters, and any other participants of an issuance of Debt Financing Instruments shall assign dedicated divisions and personnel to the issuance and develop normative internal management rules and issuance procedures.

Article 29 Any Enterprise that issues Debt Financing Instruments through public issuance shall publish the issuance documents pertaining to the current issue through a platform recognized by NAFMII no later than three working days before the issuance date for the first public offering, no later than two working days before the issuance date for subsequent public offerings, and no later than one working day before the issuance date for any public offering of short-term commercial papers.

Article 30 Any Enterprise that issues Debt Financing Instruments through private placement shall make targeted disclosures of the issuance documents pertaining to the current issuance to targeted investors in a manner recognized by NAFMII.

Article 31 After the issuance of the Debt Financing Instruments, the Enterprise shall disclose the outcomes of said issue through an approach recognized by NAFMII.

Chapter V Self-Regulatory Requirements

Article 32 NAFMII may advise a prospective Enterprise or related intermediary to withdraw the registration documents if said Enterprise or intermediary has failed to fulfill its information disclosure obligations during the registration process as required and the failure of which may materially impact an investor’s decision to invest.

Article 33 NAFMII will revoke the Notice of Registration Acceptance if the said Enterprise or a related intermediary has failed to fulfill its information disclosure obligations as required during the effective period of the registration and the failure of which has materially impacted an investor’s decision to invest.

Article 34 No Enterprise or intermediary may perform any action that violates the principle of fair competition or constitutes illegal transfer of interests or otherwise disrupts the market order. No related personnel may influence the registration and issuance process by illegitimate means or seek, directly or indirectly, illegitimate interests for themselves or for others.

Article 35 NAFMII may impose self-regulatory penalties, commensurate with the gravity of the violation, on any Enterprise, intermediary, or any director or executive thereof with direct responsibilities or any other individuals with direct responsibilities who has performed any action in violation of this Rules. If such action is suspected to have also violated applicable laws and administrative regulations, NAFMII may refer the case to the competent administrative authority or judicial authority.

Article 36 Staff of NAFMII shall strictly comply with such disciplinary requirements of the NAFMII Staff Code of Conduct and the Registration and Issuance Staff Code of Conduct. NAFMII will impose corresponding penalties on any NAFMII staff who violates applicable rules.

Chapter VI Ancillary Provisions

Article 37 Where other NAFMII rules or guidelines have otherwise provided for the registration and issuance involving such special institutions as foreign enterprises or such special instruments as Asset-Backed Notes, such rules or guidelines shall prevail.

Article 38 The Secretariat of NAFMII reserves the right to interpret this Rules.

Article 39 This Rules shall come into force as of the date of their promulgation.