Corporate bonds, also known as corporate bonds, are bonds issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time.
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Corporate bonds are bonds issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time. Corporate bonds are mainly issued by joint-stock companies, but they can also be issued by enterprises that are not joint-stock companies. Therefore, in general classification, corporate bonds and bonds issued by enterprises can be directly classified as corporate bonds.
Corporate bonds are securities issued by companies in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time. Generally speaking, it refers to bonds issued by enterprises. Some enterprises that issue bonds in China are not joint-stock companies, and such bonds are generally called corporate bonds.
According to the regulations of Shenzhen and Shanghai Stock Exchanges on bonds of listed companies, the issuers of corporate bonds can be joint-stock companies or limited liability companies. Corporate bonds applying for listing must meet the prescribed conditions.
Corporate bonds represent the creditor-debtor relationship between issuers and investors. The bondholder is the creditor of the enterprise and has the right to recover the principal and interest on schedule. Corporate bonds, like stocks, are securities and can be freely transferred. The risk of corporate bonds is directly related to the operating conditions of the enterprise itself. If, after the issuance of bonds, the enterprise is in poor operating condition and loses money continuously, it may not be able to pay the principal and interest of investors, and investors will face the risk of losing money. Therefore, when issuing bonds, enterprises generally need to conduct strict qualification examination or require the issuing enterprises to have property mortgage to protect the interests of investors. On the other hand, within a certain limit, the risks and returns in the securities market are positively related, and high risks are accompanied by high returns. Because corporate bonds are risky, their interest rates are usually higher than those of government bonds.
Corporate bonds were born in China, which is a unique bond form in China. According to China's1Regulations on the Administration of Corporate Bonds promulgated and implemented in the State Council in August, 1993, "Corporate bonds refer to securities issued by enterprises in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time". From the definition of corporate bonds itself, compared with the definition of corporate bonds, except that the issuer has the difference between enterprises and companies, everything else is the same.
At present, there are two views on the concept of corporate bonds in China: (1) corporate bonds are also called corporate bonds, which are no different from corporate bonds; (2) Corporate bonds are not established in theory, which is an irregular concept.
The author believes that the above two views have their reasonable side, but they are inaccurate and incomplete.
Firstly, analyze the legal basis of corporate bonds in China.
Article 2 of China's "Regulations on the Administration of Corporate Bonds" stipulates that "these Regulations shall apply to bonds issued by enterprises with legal personality in People's Republic of China (PRC)" and "no unit or individual may issue corporate bonds except the enterprises specified in the preceding paragraph". Article 159 of China's Company Law stipulates that "a limited liability company established by a joint stock limited company, a wholly state-owned company and two or more state-owned enterprises or two or more other state-owned investors may issue corporate bonds in accordance with this Law in order to raise funds for production and operation". It can be seen that from the perspective of laws and regulations, the concept of corporate bonds is much broader than the scope of corporate bonds. Just as enterprises cover companies, corporate bonds also cover corporate bonds.
Judging from the issuance conditions, there are five basic conditions for the issuance of corporate bonds stipulated in the Regulations on the Administration of Corporate Bonds: (1) The enterprise scale meets the requirements stipulated by the state; (two) the enterprise financial accounting system meets the requirements of the state:
(3) Being solvent: (4) The enterprise has good economic benefits and made profits for three consecutive years before issuing corporate bonds: (5) The use of the raised funds conforms to the national industrial policy. Obviously, the conditions stipulated in the Regulations on the Administration of Corporate Bonds are very general. The Company Law stipulates that there are six basic conditions for issuing corporate bonds: (1) the net assets of a joint stock limited company are not less than RMB 30 million, and the net assets of a limited liability company are not less than RMB 60 million; (2) the total accumulated bond balance is not more than 40% of the net assets; (3) the average distributable profit in the last three years is enough to pay the interest of corporate bonds for one year; and (4) the raised funds should be used for investment. (six) other conditions stipulated by the State Council. Comparing the issuance conditions of corporate bonds and corporate bonds, it is not difficult to see that the basic conditions for issuing corporate bonds are further requirements for reflecting the characteristics of corporate bonds on the basis of the basic conditions for issuing corporate bonds. For example, in terms of asset scale (including net asset balance), corporate bonds are more specific than corporate bonds, and in terms of profitability, corporate bonds put forward further requirements than corporate bonds: the use of raised funds is basically the same, and in terms of interest rate control, corporate bonds are implemented in accordance with Article 18 of the Regulations on the Administration of Corporate Bonds, "The interest rate of corporate bonds shall not be higher than 40% of the interest rate of bank residents' savings deposits in the same period".
In terms of corporate bonds and corporate bond issuance management, the scope of the Regulations on the Administration of Corporate Bonds is the bonds issued by all corporate legal persons (including corporate legal persons, of course) registered in China. The issuance of corporate bonds must first obey the basic premise and meet the basic requirements of the Regulations on the Administration of Corporate Bonds, and then further standardize the requirements of corporate bonds according to the Company Law. In other words, enterprises that are not regulated by the Company Law issue corporate bonds in accordance with the Regulations on the Administration of Corporate Bonds; A joint stock limited company and a limited liability company established by two or more state-owned investors that meet the requirements of the Company Law shall issue corporate bonds in accordance with the provisions of the Company Law, which is also corporate bonds and meets the relevant requirements of the Regulations on the Administration of Corporate Bonds.
At present, the domestic examination and approval procedures for corporate bonds: The National Development and Reform Commission, together with the People's Bank of China, the Ministry of Finance and the the State Council Securities Commission, will draw up the annual scale and indicators of the national corporate bond issuance scale, which will be submitted to the people's governments of all provinces, autonomous regions, municipalities directly under the Central Government and cities with separate plans and the relevant departments of the State Council for implementation after being approved by the State Council.