bonds issued by an enterprise

Corporate bonds

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Enterprise Bond, also known as corporate bond, is a bond issued by an enterprise in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time. Corporate bonds The issuer of Issuance of bonds Therefore, when classified generally, corporate bonds and bonds issued by enterprises can directly become corporate (enterprise) bonds. Corporate bonds Bonds are issued by the company in accordance with legal procedures and agreed to repay the principal and interest within a certain period securities 。 Generally, it refers to those issued by enterprises bond Some Chinese enterprises that issue bonds are not joint-stock companies, and they are generally called corporate bonds.

Chinese name: bonds issued by an enterprise
Foreign name: Corporate bonds

Alias: Corporate bonds
Definition: bond

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seven Management regulations
eight Main problems

Basic Introduction

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bonds issued by an enterprise

According to Shenzhen and Shanghai stock exchange Provisions on bonds of listed enterprises Bond issuance The subject of can be a joint-stock company or company with limited liability 。 Applied for listing Corporate bonds The coupon must meet the specified conditions.^[1]

credit relationship

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Corporate bonds Born in China, bonds are a special form of bonds in China. According to the regulations promulgated by the State Council of China in August 1993《 Regulations on the Administration of Enterprise Bonds 》According to the regulations, "enterprise bonds are issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time securities ”。 In terms of the definition of corporate bonds Corporate bonds The definition is the same except that the issuer has the difference between enterprise and company.

There are two views on the concept of Chinese corporate bonds:

(1) Corporate bonds, also called corporate bonds, are no different from corporate bonds:

(2) Enterprise bond is not tenable in theory and is an irregular concept.

The author believes that the above two views are reasonable, but not accurate and complete.

Classification of bonds

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Issued in China Corporate bonds Coupons started in 1983, mainly including Local corporate bonds Key enterprise bonds, attached Coupon Corporate bonds The profit follows the cost Of deposit receipt Type corporate bonds and products quota Corporate bonds and enterprises Short term financing bonds Etc.

bonds issued by an enterprise

Local corporate bonds are owned by the whole people of China Industrial and commercial enterprises Bonds issued; Key enterprise bonds are bonds issued to enterprises and institutions by key state enterprises in the sectors of power, metallurgy, non-ferrous metals, petroleum, chemical industry, etc; attach Coupon Corporate bonds are attached with coupons with a term of about 5 years Medium term bonds ； The profit follows the cost The certificate of deposit corporate bonds of Parity issue , the term is 1-5 years, and the principal and interest are repaid at one time bond 。 Most of the bonds issued by local enterprises are of this kind; product quota Corporate bonds Coupon means that the issuing enterprise pays interest equivalent to its products, Repayment at maturity Principal bonds; enterprise Short term financing bonds , with a term of 3 to 9 months short-term bond , issued to the public to ease the enterprise working capital Shortages. enterprise Bond issuance Can be transferred later.

Specific classification

Corporate bonds can be divided into many categories according to different standards. The most common classifications are as follows:

(1) According to the term, corporate bonds include short-term corporate bonds, medium-term corporate bonds and long-term corporate bonds. According to the term division of Chinese corporate bonds, the term of short-term corporate bonds is less than one year, the term of medium-term corporate bonds is more than one year but less than five years, and the term of long-term corporate bonds is more than five years.

(2) Divided by whether registered or not, Corporate bonds Bonds can be divided into registered corporate bonds and bearer corporate bonds. If there is Bondholders The name of the investor. When the investor receives the interest, he/she must show his/her seal or other valid identity certificate. When the investor transfers the interest, he/she must sign on the bond and register with the issuing company. Then, it is called registered corporate bond, otherwise, it is called bearer corporate bond.

(3) Press bond With or without guarantee, corporate bonds can be divided into Debenture And guaranteed bonds. Credit bond refers to the bond issued by the fund raiser only Credit issuance And unsecured bonds. Credit bonds are only applicable to those with high credit rating Bond issuance People. Guaranteed bonds refer to the bonds pledged pledge Bonds issued by means of guarantee, among which, Mortgage bond Means to use Real estate As Collateral Bonds issued, Pledged bonds Means that securities For bonds issued as collateral, guaranteed bonds refer to bonds guaranteed by a third party to repay principal and interest.

(4) According to whether bonds can be advanced redeem divide, Corporate bonds Coupons can be divided into Callable bond and Non redeemable bonds 。 If an enterprise has the right to buy back all or part of the bonds on a regular basis or at any time before the maturity of the bonds, such bonds are called callable corporate bonds, otherwise they are not callable corporate bonds.

(5) Press Coupon rate Corporate bonds can be divided into Fixed rate bonds 、 Floating rate bonds and Progressive rate bonds 。 Fixed interest rate bond Refers to bonds with fixed interest rate during the repayment period; Floating rate bonds refer to Nominal interest rate along with Market interest rate Bonds with regular changes; Progressive interest rate bonds refer to Bond term The increase in interest rates of bonds.

(6) Classified by whether the issuer gives investors the option, Corporate bonds Bonds can be divided into enterprise bonds with options and enterprise bonds without options. Corporate bonds with options Bond issuance People give Bondholders Certain options, such as transferable Corporate bonds , Yes warrant Corporate bonds, refundable corporate bonds, etc. convertible bond The holders of the bonds can convert the bonds into the stocks issued by the enterprise at the specified price within a certain period of time; Bondholders with stock warrants may purchase shares of the company agreed upon by presenting the stock warrants; Returnable enterprise bonds may be returned within the prescribed time limit. On the contrary, bonds without the above option of bondholders are enterprise bonds without option.

(7) Corporate bonds can be classified into public offering bond and private placement 。 Public offering bond Refers to the bonds publicly issued to social investors with the approval of the competent securities department according to legal procedures; Private placement bonds refer to bonds issued to a specific few investors. The issuance procedures are simple and generally cannot Public listing Transactions.^[2]

Difference from debt

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Differences between issuers

bonds issued by an enterprise

Corporate bonds Is created by limited company or company with limited liability Bonds issued, China's 2005 Company Law and Securities Law This is also clearly stipulated. Therefore, Unincorporated enterprise No corporate bonds may be issued. Corporate bonds The bonds are issued by the institutions affiliated to the central government departments Solely state-owned enterprise Or the bonds issued by state-owned holding enterprises have much narrower restrictions on issuers than corporate bonds. There are several million companies of various types in China, while there are only more than 200000 state-owned enterprises. In developed countries, the issuance of corporate bonds belongs to the legal power of the company. It does not need to be approved by the government department, but only needs to be registered. The success of the issuance is basically determined by the market; In contrast, various government bonds The issuance of shall be reviewed and approved by the authorized authority through legal procedures.

Difference in the use of bond issuing funds

Corporate bonds It is a bond issued by the company according to the specific needs of business operation. Its main purposes include investment in fixed assets, technological upgrading, improving the structure of the company's capital sources, adjusting the company's asset structure, and reducing the company's Financial cost Support company merger and assets reorganization Therefore, as long as the relevant regulations are not violated, how to use the bond issuing funds is almost entirely the business of the bond issuing company, without the concern and approval of the government departments. But in China Corporate bonds In the bonds, the use of bond issuing funds is mainly limited to fixed asset investment and technological innovation and transformation, and is directly linked to projects approved by government departments.

Differences in credit basis

stay market economy China, the issuer's Asset quality , operating conditions, profitability and sustainable development ability are the credit basis of corporate bonds. As the specific conditions of each company are different, the credit rating of corporate bonds also varies greatly. Correspondingly, the bond prices and bond issuance costs of each company are significantly different. Although, the use of guarantee mechanism can enhance Corporate bonds But this mechanism is not mandatory. In contrast, China's Corporate bonds Coupons are not only implemented through the "state-owned" mechanism Government credit Moreover, the guarantee mechanism is enforced through administrative enforcement, so that the credit rating of corporate bonds is similar to that of other government bonds.

Differences in control procedures

In the market economy, the issuance of corporate bonds is usually registered Registration system That is, as long as the registration materials of the bond issuing company comply with the provisions of laws and other systems, the regulatory authority has no right to restrict its bond issuing behavior. In this context, bond The main work of the market supervision authority is to review the legality of the registration materials for bond issuance and strictly enforce the credit rating . Supervise the issuance of bonds information disclosure And bond market activities. But China Corporate bonds In the issuance of bonds, the bonds shall be issued through NDRC It was reported to the State Council for approval. Because it was worried that the issuance of bonds by state-owned enterprises would lead to relevant coping risks and social problems, in the relevant materials of applying for issuance of bonds, it was not only required that the balance of bonds of the issuing enterprises should not exceed 40% of their net assets, but also required that banks should provide guarantees to achieve Risk prevention and control Is absolutely safe; once Bond issuance The approval authority will no longer supervise the credit rating, information disclosure and market behavior of bond issuers. This phenomenon of "focusing only on production and ignoring business" shows that this regulatory mechanism does not meet the internal requirements of the market mechanism.

Differences in market functions

In developed countries, Corporate bonds All kinds of companies are getting Long term debt After the 1980s, sex capital became a major way to promote finance Disintermediation and Interest rate marketization An important force of. In China, because Corporate bonds Bonds are actually government bonds, and their issuance is strictly controlled by the administrative mechanism. Not only will the issuance amount next year be much lower than national debt 、 Central Bank Bill and Financial bonds , which is also significantly lower than the amount of stock financing. Therefore, whether in many corporate financing or financial market and financial system It has little effect.

Differences in market functions

In developed countries, Corporate bonds It is a main way for various companies to obtain medium and long-term debt funds. Due to the large number of companies, their annual issuance is higher than Stock financing Well, it's also higher than the government bond 。 The issuance of corporate bonds is strictly controlled by the administrative mechanism. The annual issuance amount is far lower than the national debt, central bank bills and financial bonds, and is also significantly lower than the financing amount of stocks. Industry insiders believe that in addition to corporate bonds, corporate bonds and Financial bonds of policy banks 、 Short term financing bonds There are also different types of bonds, such as corporate bonds. Therefore, to develop corporate bonds vigorously does not mean to replace corporate bonds Financial debt Short term financing bonds coexist with the above varieties and play different roles.^[1]

Legal Basis

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The Legal Basis for the Existence of Chinese Corporate Bonds

China《 Regulations on the Administration of Enterprise Bonds 》Article 2 stipulates that "these Regulations shall apply to the bonds issued within the territory of the People's Republic of China by enterprises with legal personality within the territory of China" and that "no unit or individual may issue corporate bonds except the enterprises specified in the preceding paragraph". Article 159 of the Company Law of China stipulates that "a joint stock limited company, a wholly state-owned company and two or more state-owned enterprises or two or more other state-owned enterprises Investor Invested company with limited liability , in order to raise production Operating funds May be issued in accordance with this Law Corporate bonds ”。 It can be seen that from the perspective of laws and regulations, Corporate bonds The concept of bonds is much broader than the concept of corporate bonds. Just as enterprises cover companies, corporate bonds also cover corporate bonds.

In terms of issuing conditions《 Regulations on the Administration of Enterprise Bonds 》Specified enterprises Bond issuance There are five basic conditions for

(1) The enterprise scale meets the requirements of national regulations:

(2) The financial and accounting system of the enterprise complies with national regulations:

(3) Have solvency:

（4） Economic benefits of enterprises Good, three consecutive years of profitability before the issuance of corporate bonds:

(5) The purpose of funds raised meets National industrial policy 。

Obviously《 Regulations on the Administration of Enterprise Bonds 》The specified conditions are very general. The Company Law stipulates six basic conditions for the issuance of corporate bonds:

(1) The net assets of a joint stock limited company shall not be less than 30 million yuan, company with limited liability The net assets of is not less than 60 million yuan

(2) Total accumulated bond balance shall not exceed 40% of net assets

(3) The average distributable profit in the last three years is enough to pay Corporate bonds One year interest

(4) The funds raised are invested in accordance with national industrial policies

(5) The interest rate of bonds shall not exceed the interest rate level set by the State Council

(6) Other conditions stipulated by the State Council.

contrast Corporate bonds It is easy to see that the basic conditions for issuing corporate bonds are further requirements to reflect the characteristics of corporate bonds on the basis of the basic conditions for issuing corporate bonds. For example, from Asset size (including Net assets In terms of balance), the regulations on corporate bonds are more specific than those on corporate bonds. From the perspective of profitability requirements, corporate bonds put forward further requirements than corporate bonds: from the perspective of the purpose of raising funds, they are basically the same. From the perspective of interest rate control, corporate bonds are subject to《 Regulations on the Administration of Enterprise Bonds 》Article 18 "The interest rate of enterprise bonds shall not be higher than that of bank deposits of residents with the same term Fixed deposit interest rate 40% ".

In terms of corporate bond and corporate bond issuance management《 Regulations on the Administration of Enterprise Bonds 》The scope of standardization is the bonds issued by all enterprise legal persons (including corporate legal persons of course) registered in China. The issuance of corporate bonds should first comply with the basic premise of the Regulations on the Administration of Corporate Bonds and meet the basic conditions of the Regulations on the Administration of Corporate Bonds, and then further standardize in accordance with the requirements of the Company Law on corporate bonds. That is to say, enterprises that fail to comply with the Company Law《 Regulations on the Administration of Enterprise Bonds 》Issuance of corporate bonds in accordance with the Company Law Corporate bonds And two or more state-owned investors company with limited liability , corporate bonds should be issued in accordance with the Company Law, and it is also an enterprise bond, which also meets the《 Regulations on the Administration of Enterprise Bonds 》Relevant requirements.

Corporate bonds Current domestic approval procedures: National Development and Reform Commission In conjunction with the People's Bank of China, the Ministry of Finance Securities Committee of the State Council Draft national enterprises Bond issuance The annual scale and various indicators within the scale shall be submitted to the State Council for approval, and then assigned to the people's governments of provinces, autonomous regions, municipalities directly under the Central Government, and cities specifically designated in the state plan and the relevant departments of the State Council for implementation.^[3]

Improvement measures

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The experience of countries and regions with developed markets proves that there is no bond Marketplace stock market It is deformed and short-lived. Borrowing is the most instinctive way for a company to develop Financing mode 。 Therefore, in the development of Chinese stocks and Treasury bond market At the same time, vigorously develop Corporate bonds The securities market.

Amend and improve relevant laws and regulations

Related books

Adjust relevant laws and regulations in accordance with the requirements of national treatment and international practices. The relevant regulations and provisions should clearly define the meaning and content of corporate bonds, and unify the formulation and management. The provisions on corporate bonds in the Bond Management Regulations, the Company Law and the Securities Law must be unified, so that Bond financing There are unified laws and regulations for behaviors. Promulgate the Management Regulations in line with the development of the situation as soon as possible.

We should promulgate and implement the new Regulations on the Administration of Enterprise Bonds The new regulations should fully reflect the basic direction of the market-oriented reform of corporate bonds, and comprehensively reflect the approval system, interest rate level, use of funds, the role of intermediaries, and strengthening social supervision socialist market economy The basic requirements of the in-depth development of corporate bond financing. In addition, important people should formulate and improve enterprises on the basis of relevant securities laws and regulations Bond issuance To standardize corporate bonds Issuance market And the operation of the trading market. We must introduce a new "bankruptcy law" as soon as possible to allow bond issuing enterprises to go bankrupt, and at the same time, we should strengthen Bankruptcy Law The operability of relevant provisions, improve the bankruptcy mechanism Equity Guaranteed.

Start with system arrangement

In the issuance system, transaction system market access System Information disclosure system And other aspects, so as to Corporate bonds The development of bonds has expanded into a broader space. Specifically, new institutional arrangements should be implemented in the following aspects:

First, we should reform the issuance system of corporate bonds. Change the issuance method of corporate bonds from the previous approval system to Approval system The regulatory authority only needs to review compliance and does not intervene in specific matters; Relax until cancel the enterprise Bond issuance In the case of compliance with market rules, enterprises should be given the opportunity to expand their scale if they are capable of issuing and cashing in time.

Second, gradually realize Corporate bonds Marketization of bond interest rate makes the formulation of corporate bond issuance interest rate no longer refer to bank savings deposit The interest rate is Treasury bond yield As a benchmark, it is formulated according to the difference in credit rating, which fully reflects the marketization of corporate bond pricing and the compensation of risk differential income.

Third, we should strengthen Information disclosure system To enhance the transparency of enterprise operation stock exchange To create an open investment environment 。

Fourth, we should strengthen the construction of the regulatory system, especially the Enterprise financial situation To protect the enthusiasm of investors.

Fifth, to strengthen the construction of the market investor structure, we should vigorously develop institutional investor , gradually relax Social security fund 、 insurance company , banks and other institutions should be restricted from entering the corporate bond market, and corporate bonds should be set as the main Investment object Enterprise bond fund of. The change in the structure of market investors can not only reduce the information asymmetry to a large extent, but also effectively solve the problem“ thumb a lift ”Question.

Shaping the real main body of enterprise bond market

By nature, Corporate bonds As a loan contract, bonds are signed between the borrowing enterprise with independent property and the bondholder to indicate that both parties Creditor's rights Contract of debt relationship. For a bond issuing enterprise, it represents its property obligation to pay the principal and interest to the bondholder as agreed, while for the bondholder, it represents its property right to require the bond issuing enterprise to repay the principal and interest as agreed. Property is the economic and legal basis for realizing the agreed rights and obligations of corporate bonds, and having independent property is the institutional premise for corporate bonds. The current situation in China is that the main issuers of corporate bonds - state-owned enterprises do not have independent property, so they are unable to bear the risk of bond financing. To fundamentally promote China Corporate bonds The development of the securities market must be carried out Property right system The reform should straighten out the property right relationship between enterprises and the government, so that enterprises can use their own property as the carrier to bear the responsibility and risk of issuing bonds.

Reform of property rights system Its purpose is to realize the decentralization of property rights, clearly define and fully protect property rights, and establish modern enterprise system , Convert managerial mechanism of enterprise The way is to vigorously promote the shareholding reform of enterprises and establish effective Corporate governance mechanism 、 state-owned property Operations and Monitoring mechanism Etc. Only after the reform of the standardized property rights system has China emerged Corporate enterprise And corporate financial institutions can have truly independent legal person Property ownership, realizing independent operation Be responsible for their own profits and losses , from run a risk , self-discipline can also become a truly rational "economic man" or market subject 。 On this basis, enterprises can change the concept of "valuing shares over debts" and truly assume bond Financing risks and responsibilities. In this way, enterprises will have internal binding force when making bond issuance decisions, that is, only when financing cost And the impact of financing behavior on enterprise asset value Optimal capital structure And the corresponding bond issuance scale. In addition, the enterprise will also rely on its own profitability and Solvency And flexibly choose different bond maturities and payment methods of principal and interest.

Improve the credit level of corporate bonds

To establish Corporate bonds The following aspects can be taken into consideration for a good image of bonds and enhancing the confidence of investors:

First, standardize the behavior of debt enterprises and improve their reputation. Enterprises that issue corporate bonds should accept reasonable constraints and supervision from the market and investors, and should solve the problem of Bond issuance Supervision and Management mechanism The problem is to select the best enterprises to issue corporate bonds, make corporate bonds acceptable to investors and ensure the repayment of corporate bonds at maturity. The insufficient development of corporate bonds in China is also closely related to the dishonesty of some Chinese enterprises. Therefore, an effective debt repayment guarantee mechanism is a necessary condition for the smooth issuance of Chinese corporate bonds. In countries with relatively developed market economies, after a long period of market evolution creditor and obligor For countless games, the debt repayment guarantee mechanism has been relatively perfect. Mainly including mortgage, guarantee, convertibility, and Bankruptcy liquidation And restructuring, "piercing the company's veil", etc. besides, Bond insurance It should be said that it is a good guarantee mechanism.

Second, establish Corporate bonds The securities rating system should establish the reputation of intermediary agencies. China has developed a corporate bond credit rating system since 2001. At present, China's rating industry has just begun to take shape. Facing the challenges of the world, people should learn from and draw on the advanced experience of foreign rating agencies research and development Rating technology, build a strong rating team, create a rating system that conforms to both international practices and China's national conditions, and gradually develop into an influential and authoritative rating agency with the help of the government Bond credit rating Internationalization and Normalization Move forward. Third, improve the corresponding Enterprise Finance Establish and improve the system Third party custody Of Sinking fund Ensure the repayment ability of the enterprise.

Adjust the term structure of corporate bonds

Continuously carry out variety innovation to meet the needs of different investors Investment demand

Break《 Regulations on the Administration of Enterprise Bonds 》The rigid regulations on interest rates give full play to the ability of corporate bonds to innovate. The enterprise will set corresponding interest rates according to its credit rating and solvency, link the interest rate level of corporate bonds with risks, or Market supply and demand Relatively independently determine the issuance interest rate. At the same time, strengthen the Corporate bonds Coupon term structure According to the design of, bond issuing enterprises can formulate corresponding repayment periods according to their different needs for fund periods, changing the current pattern of single bond period. In terms of variety design, design according to different needs of investors bond Variety, short, medium and long term continuity in terms of term, and one-time interest payment Discount interest It has a complete range of annual, semi annual and quarterly interest payments, which is convenient for investors to choose to hold according to their own needs.

China can learn from the United States Corporate bonds Experience in the securities market, when the market conditions are mature, the introduction of flexible terms, repayment of principal and interest or Liquidation Hour creditor Bonds with different priorities. The simplest example is floating rate bonds, which can be adjusted by the issuing enterprise according to the change of market interest rate even before the bond matures Coupon rate , and Convertible bonds Ordinary bonds and option It gives the bondholder the right to exchange the bonds for the shares of the enterprise at the agreed price in the future price of stock The welcome of optimistic investors also enables bond issuing enterprises to lower their prices due to the offer of such options Bond interest rate , which is conducive to completing the financing plan on the premise of maintaining the stability of the share price. Also attached in advance Redemption right Of bond It means that the issuing enterprise can redeem the originally issued bonds from investors at the agreed price as compensation, and the redemption price is generally higher than face value It makes it possible for enterprises to reissue bonds at lower interest rates when interest rates fall.

Accelerate the standardized development of intermediary agencies for enterprise bond operation

According to the actual situation in China, in a broad sense, participation Corporate bonds Intermediaries operating bonds shall Credit rating agency Securities companies, accounting firms, law firms. As a kind of Credit instruments Whether it can be issued and whether it can be cashed in time at maturity depends on the issuer's credit rating. Investors judge whether a certain corporate bond has investment value, and the rating results made by credit rating companies are the most important basis. International famous credit rating company—— Standard&Poor's Rating Company and Moody's Investors Service Each rating result of has a direct impact on international capital market Investment decisions. As an accounting firm Bond issuance The important role in the process is to check and audit the financial situation of the issuer, so that investors can have a comprehensive understanding of the issuer's financial situation. The role of law firms is self-evident. As a contract, the articles of association for the issuance of corporate bonds are legal documents. Whether they are legal or not needs to be checked by lawyers. investment bank As Corporate bonds Coupon Underwriting The main task of the institution is to issue corporate bonds and cash the principal and interest of corporate bonds on behalf of the issuer.

Enhance liquidity and promote healthy market development

Active corporate bonds mobility It is a very important link to develop the corporate bond market. Enhance its Liquidity , which can be considered from the following aspects:

First, introduce a large number of professionals Bond investment Of institutional investors, including fund management company Securities companies and other social legal persons.

Second, gradually liberalize exchange Conditions for listing, reducing transaction cost 。 At present, the credit rating of corporate bonds listed on the exchange is AAA, and they are all central corporate bonds. To expand listing bond Scale, can Corporate bonds The credit rating of bonds should be appropriately extended to AA, Listed bonds It can be local corporate bonds. In order to stimulate transactions and change the current situation of inactive corporate bond transactions, the transaction costs of bond transactions should be appropriately reduced. The SSE has reduced the commission and trading of corporate bonds in 2003 Handling fee 。

Third, we should consider the establishment of corporate bonds OTC market 。 OTC market has low threshold transaction cost Low advantage, aiming at the current Chinese corporate bonds Circulation market three-gaited Exchange market It is suggested that we should refer to the practices of developed countries, establish OTC markets, and consider establishing enterprise bonds in provinces and regions kerb exchange And incorporate this transaction into Inter-bank bond market , making the inter-bank bond OTC business generally wrong Individual investors In order to solve this problem, individual investors can Membership Of commercial bank , securities companies, etc agency Entrusted agency.

Fourth, increase repurchase transactions of corporate bonds to transaction mode It is not limited to spot bond trading. For example, at the beginning of 2003, SSE fully considered the market demand and assessed the market risk, and added short-term corporate bond repurchases of less than 7 days as an important measure to develop the corporate bond market.

Fifth, development Bond fund 。 bond The fund should become Non financial enterprises And individuals Indirect investment The main channel of bonds. The establishment of bond funds is conducive to attracting capital flows to the bond market, increasing the issuance of various bonds, stimulating the development of the bond market, and improving the liquidity of the bond market.

Sixth, establish market maker 。 in China Corporate bonds The introduction of the market maker system in the securities market will improve the Market liquidity It is very beneficial to promote the process of marketization. Under the market maker system, since market makers have a much better understanding of market information than ordinary investors, they conduct market making after summarizing and analyzing various information sources, including the company, and bear the corresponding market risks and company risks, which is conducive to strengthening Market investment Confidence.

U.S.A Junk bond The development history of the market (low-grade bonds that are difficult to circulate in the market due to lack of grade or low grade) is a good example Milken Dare to make market for junk bonds, so as to create a "junk bond" market independent of the traditional bond trading market in the United States, and derive from it, including“ Leveraged buyout ”And a series of new capital market application modes. In line with the launch of the market maker system, the implementation of open Bond repurchase To comprehensively improve Corporate bonds Liquidity of bonds.

Management regulations

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Regulations on the Administration of Enterprise Bonds

general provisions

Article 1 In order to strengthen the management of enterprises bond These Regulations are formulated to manage, guide the rational flow of funds, effectively use idle funds in society, and protect the legitimate interests of investors.

Article 2 These Regulations shall apply to bonds issued within the territory of the People's Republic of China by enterprises with legal personality (hereinafter referred to as enterprises). However, financial bonds and foreign currency bonds are excluded. Except for the enterprises mentioned in the preceding paragraph, no unit or individual may issue enterprise bonds.

Article 3 Enterprises must raise funds with compensation through public issuance of enterprise bonds. Except as otherwise provided by law or the State Council.

Article 4 The issuance and purchase of enterprise bonds shall follow the principles of voluntariness, mutual benefit and compensation.

Chapter II Enterprise Bonds

Article 5 The enterprise bonds referred to in these Regulations refer to the securities issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time.

Article 6 The face value of enterprise bonds shall contain the following contents:

（1） The name and domicile of the enterprise;

（2） Face value of corporate bonds;

（3） The interest rate of corporate bonds;

（4） Term and method of principal repayment;

（5） Payment method of interest;

（6） Issue date and serial number of corporate bonds;

（7） The seal of the enterprise and the signature of the legal representative of the enterprise;

（8） The document number and date of approval by the examination and approval authority.

Article 7 The holders of enterprise bonds have the right to obtain interest and recover the principal within the agreed period, but have no right to participate in the operation and management of the enterprise.

Article 8 The holders of enterprise bonds shall not be responsible for the operation of the enterprise.

Article 9 Enterprise bonds may be transferred, mortgaged and inherited.

Chapter III Management of Enterprise Bonds

Article 10 The State Planning Commission, in conjunction with the People's Bank of China, the Ministry of Finance and the Securities Commission of the State Council, shall draw up the annual scale and various indicators within the scale of the issuance of corporate bonds throughout the country, submit them to the State Council for approval, and then assign them to the people's governments of provinces, autonomous regions, municipalities directly under the Central Government, and cities specifically designated in the state plan and the relevant departments of the State Council for implementation. Without the consent of the State Council, no local or department may break through the annual scale of enterprise bond issuance without authorization, and may not adjust various indicators within the annual scale without authorization.

Article 11 The issuance of enterprise bonds by enterprises must be examined and approved in accordance with the provisions of these Regulations; Without approval, no enterprise bonds may be issued or issued in disguised form without authorization. The issuance of enterprise bonds by central enterprises shall be examined and approved by the People's Bank of China in conjunction with the State Planning Commission; The issuance of enterprise bonds by local enterprises shall be examined and approved by the branches of the People's Bank of China in provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated in the state plan together with the competent planning departments at the same level.

Article 12 An enterprise issuing enterprise bonds must meet the following conditions:

（1） The scale of the enterprise meets the requirements of the state;

（2） The financial and accounting system of the enterprise complies with the national regulations;

（3） Have solvency;

（4） The economic efficiency of the enterprise is good, and it has made profits for three consecutive years before issuing corporate bonds;

（5） The purpose of the funds raised is in line with the national industrial policy.

Article 13 When issuing enterprise bonds, an enterprise shall formulate its articles of association.

The articles of association shall include the following contents:

（1） The name, domicile, business scope and legal representative of the enterprise;

（2） The production and operation status of the enterprise in the past three years and the basic information of the relevant business development;

（3） Financial report;

（4） Net value of the enterprise's own assets;

（5） The purpose of raising funds;

（6） Benefit prediction;

（7） Issue object, time, deadline and method;

（8） Type and term of bonds;

（9） Interest rate of bonds;

（10） Total face value of bonds;

（11） Repayment of principal and interest;

（12） Other matters required by the examination and approval authority.

Article 14 An enterprise applying for issuing enterprise bonds shall submit the following documents to the examination and approval authority:

（1） Application for issuance of corporate bonds;

（2） Business license;

（3） Articles of Association;

（4） Financial reports of the enterprise for the past three years audited by an accounting firm;

（5） Other materials required by the examination and approval authority.

If an enterprise issues enterprise bonds for investment in fixed assets and needs to be examined and approved by the relevant departments in accordance with the relevant provisions of the State, it shall also submit the examination and approval documents of the relevant departments.

Article 15 When issuing enterprise bonds, an enterprise shall publish its articles of association approved by the examination and approval authority.

When an enterprise issues enterprise bonds, it may apply for a credit rating to an approved bond rating agency.

Article 16 The total face value of enterprise bonds issued by an enterprise shall not be greater than the net value of its own assets.

Article 17 Where an enterprise issues enterprise bonds for investment in fixed assets, it shall be handled in accordance with the provisions of the State on investment in fixed assets.

Article 18 The interest rate of enterprise bonds shall not be higher than 40% of the interest rate of fixed deposits of residents with the same term in banks.

Article 19 No unit may purchase enterprise bonds with the following funds:

（1） Financial budget allocation;

（2） Bank loans;

（3） Other funds that may not be used for purchasing enterprise bonds as stipulated by the State.

An institution handling savings business shall not use the savings deposits it has absorbed to purchase enterprise bonds.

Article 20 The funds raised by an enterprise for issuing enterprise bonds shall be used for the production and operation of the enterprise according to the purposes approved by the examination and approval authority. The funds raised from the issuance of enterprise bonds by an enterprise shall not be used for the purchase and sale of real estate, stocks, futures and other risk investments unrelated to the production and operation of the enterprise.

Article 21 When an enterprise issues enterprise bonds, it shall be underwritten by a securities business institution.

When underwriting enterprise bonds, a securities operating institution shall check the authenticity, accuracy and completeness of the articles of association and other relevant documents of the enterprise issuing bonds.

Article 22 The transfer of enterprise bonds shall be conducted at an approved place where bond transactions can be conducted.

Article 23 Non securities operating institutions and individuals shall not engage in the underwriting and transfer of enterprise bonds.

Article 24 The interest income from enterprise bonds earned by units and individuals shall be taxed in accordance with the provisions of the State.

Article 25 The People's Bank of China and its branches and the State securities regulatory authority shall, in accordance with their prescribed duties, be responsible for supervising and inspecting the issuance and trading of enterprise bonds.

Chapter IV Legal Liability

Article 26 Those who issue enterprise bonds without approval or in a disguised form, and those who issue enterprise bonds without going through the securities business institutions, shall be ordered to stop the issuance activities, freeze and return the illegally raised funds, and be fined not more than 5% of the illegally raised funds.

Article 27 Where an enterprise bonds are issued in excess of the approved amount, it shall freeze and order the return of the excess issue or the reduction of the loan quota equivalent to the excess issue amount, and impose a fine of not more than 5% of the excess issue amount.

Article 28 Where an enterprise bonds are issued in excess of the maximum interest rate prescribed in Article 18 of these Regulations, it shall be ordered to make corrections and be fined not more than 5% of the amount of funds raised.

Article 29 Where an enterprise bonds are purchased with budgetary appropriations, bank loans or other funds that are not allowed to be used for the purchase of enterprise bonds according to State regulations, or an institution engaged in savings business purchases enterprise bonds with the savings deposits it has absorbed, it shall be ordered to recover the funds and be fined not more than 5% of the amount of enterprise bonds purchased.

Article 30 Those who do not use the funds raised from the issuance of enterprise bonds for the approved purposes shall be ordered to make corrections, the proceeds from their use of the funds in violation of the approved purposes shall be confiscated, and a fine of not more than 5% of the amount of funds illegally used shall be imposed.

Article 31 Non securities operating institutions and individuals engaged in the underwriting or transfer of enterprise bonds shall be ordered to stop their illegal operations, their illegal income shall be confiscated, and a fine of not more than 5% of the amount of enterprise bonds underwritten or transferred shall be imposed.

Article 32 The punishments prescribed in Articles 26, 27, 28, 29, 30 and 31 of these Regulations shall be decided by the People's Bank of China and its branches.

Article 33 The People's Bank of China and its branches shall give a warning or impose a fine of not less than 10000 yuan but not more than 100000 yuan on the legal representatives and directly responsible persons of the units that have committed the illegal acts listed in Articles 26, 27, 28, 29, 30 and 31 of these Regulations; If a crime is constituted, criminal responsibility shall be investigated according to law.

Article 34 Where the local examination and approval authority, in violation of the provisions of these Regulations, approves the issuance of enterprise bonds, it shall order it to make corrections, circulate a notice of criticism, and reduce the issuance scale of the local enterprise bonds accordingly according to the circumstances.

Article 35 Any staff member of the enterprise bond supervision and administration authority who neglects his duty or engages in malpractices for personal gain shall be given administrative sanctions; If a crime is constituted, criminal responsibility shall be investigated according to law.

Article 36 Where an enterprise that issues enterprise bonds violates the provisions of these Regulations and causes losses to others, it shall bear civil liability for compensation according to law.

Chapter V Supplementary Provisions

Article 37 Enterprises shall issue short-term financing bonds in accordance with the relevant provisions of the People's Bank of China.

Article 38 These Regulations shall be interpreted by the People's Bank of China in conjunction with the State Planning Commission.

Article 39 These Regulations shall come into force as of the date of promulgation. The Interim Regulations on the Administration of Enterprise Bonds promulgated by the State Council on March 27, 1987 shall be repealed at the same time.^[4]

Main problems

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Main problems in the corporate bond market

Corporate bond market The main problem is that it is still common to issue local corporate bonds beyond the time limit. cause Corporate bonds There are many reasons for the difficulty in cashing bonds at maturity. First of all, it is difficult to generate benefits in the short term due to improper project selection, long construction period and poor management. Secondly, some funds raised through bond issuance were misappropriated. Thirdly, the guarantee of corporate bonds is virtually non-existent, guarantee Their own financial situation is not good, and they cannot take the responsibility of guarantee. Fourthly, bond issuing enterprises and investors have insufficient understanding of corporate bonds and weak risk awareness. Because the rating system is not perfect, the information of bond issuing enterprises is not comprehensive, accurate and open, and investors know little about corporate credit, it is regarded as if corporate bonds were issued with the approval of the government national debt , feel no risk; However, bond issuing enterprises lack debt paying awareness, and regard issuing corporate bonds as loans to banks or even financial allocations. Fifth, local government intervention is also Corporate bonds The important reason why the bonds cannot be repaid when they are due.^[1]

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