(1) The controlling shareholder and actual controller of the issuer have negative situations such as debt default; (2) Non-operating appropriation and fund lending exceed 65,438+00% of the audited total assets at the end of the latest year; (3) the bank loan is less than 30%; Bank loans+other bonds less than 50%; (4) The corporate bonds are large in scale and centralized in payment, with a general net asset of 40%; (5) The average annual growth rate of interest-bearing debt is 30%+ and exceeds the industry level; (6) The net profit depends on the disposal of assets; (7) Restricted assets exceed 50% of total assets; If the external guarantee exceeds the net assets, the scale shall be carefully determined.
Article 7 In the event that the controlling shareholder or actual controller of an issuer defaults on its debts, which has a serious adverse impact on the corporate governance, operation or solvency of the issuer, the issuer shall carefully determine the reporting scale of corporate bonds in light of relevant circumstances, and the raised funds shall be used to repay the issued corporate bonds in principle.
Article 11 If the balance of current accounts and fund lending to other enterprises and institutions (hereinafter referred to as non-operating current accounts and fund lending) directly caused by the issuer's non-production and operation at the end of the latest year exceeds 3% of the audited total assets, the issuer shall fully disclose the following matters and give a risk warning or a major event warning: (1) decision-making authority, decision-making procedures and pricing mechanism. (2) The top five debtors and whether they are related to the issuer. (3) Reasons of the top five debtors, relevant payment arrangements and payment during the reporting period. (4) Clearly disclose whether there are any new non-operating transactions and fund lending during the bond duration.
If the balance of non-operating transactions and capital loans of the issuer exceeds 5% of the audited total assets at the end of the latest year, it shall promise not to increase the balance of non-operating transactions and capital loans in principle during the duration of the bond.
If the balance of the issuer's non-operating transactions and capital loans exceeds 65,438+00% of the audited total assets at the end of the latest year, the funds raised in this bond application shall be used to repay the existing corporate bonds in principle.
The provisions of the preceding three paragraphs do not apply to financial institutions (including financial institutions such as financial leasing) and issuers that accept the optimized financing supervision of this Exchange.
Article 12 If the balance of external guarantee at the end of the latest period exceeds the net assets at the end of the current period, the issuer shall fully disclose the basic information and credit status of the guaranteed person, the type of guarantee, the maturity time of the guaranteed debt, and the influence of external guarantee on its solvency, and carefully determine the reporting scale of corporate bonds.
Article 14 If the issuer has any of the following circumstances at the end of the recent period, the funds raised from this application for corporate bonds should be used to repay the issued corporate bonds in priority: (1) The balance of bank loans is less than 30% of the total interest-bearing liabilities; (2) The sum of the balance of corporate credit bonds other than bank loans and corporate bonds is less than 50% of the total interest-bearing liabilities. The provisions of the preceding paragraph shall not apply to securities companies and issuers that implement the optimized financing supervision of this Exchange.
Article 15 If there are significant changes in the issuer's interest-bearing debt structure during the reporting period, and the changes in the interest-bearing debt structure have a significant adverse impact on the issuer's solvency, in principle, the funds raised by this bond application should be used to repay the issued corporate bonds.
Article 16 During the reporting period, the issuer's short-term debt ratio increased significantly or the interest-bearing debt at the end of the recent period was mainly short-term debt.
Article 17 Where the balance of corporate bonds within the scope of the issuer's consolidated statements is relatively large and there is significant pressure of centralized debt repayment, the reporting scale of corporate bonds shall be carefully determined, and the raised funds shall be used to repay the existing corporate bonds in priority. Non-public reached 40%, borrowing new and returning old.
Article 18 The financial indicators disclosed in the audited annual financial report of an issuer are under any of the following circumstances:
(1) During the reporting period, the average annual growth rate of the balance of interest-bearing liabilities exceeded 30%, the asset-liability ratio at the end of the most recent year exceeded the industry average, and the quick ratio was less than1; (2) The ratio of asset-liability ratio and interest-bearing liabilities to net assets at the end of the latest year both exceeded the industry average by 30%.
In principle, the raised funds should be used to repay the existing corporate bonds. The provisions of the preceding two paragraphs do not apply to financial institutions (including financial institutions such as financial leasing) and issuers that accept the optimized financing supervision of this Exchange.
Article 20 If the book value of the assets whose rights are restricted by the issuer at the end of the recent period exceeds 50% of the total assets, the issuer shall fully disclose the details of the restricted assets, the reasons for the restriction, the current situation and its influence on the solvency, and carefully determine the reporting scale of corporate bonds.
Article 21 During the reporting period, the issuer's net increase in cash and cash equivalents continued to be large and negative.
Article 22 If the cash flow of the issuer's operating activities lacks sustainability during the reporting period, targeted information disclosure and risk warning shall be strengthened, including but not limited to:
(1) During the reporting period, the net cash flow generated by operating activities continued to be negative or decreased; (2) During the reporting period, the cash inflow from operating activities fluctuated greatly or the composition of the inflow changed significantly; (3) During the reporting period, the proportion of cash inflow received from selling goods and providing services to operating income continued to be significantly lower than the average level of comparable enterprises in the same industry; (IV) During the reporting period, cash inflows from operating activities were highly dependent on receiving other cash inflows related to operating activities.
Article 23 If the issuer pays a large amount of cash for the purchase and construction of fixed assets, intangible assets and other long-term assets during the reporting period, it shall disclose the specific investment direction of cash outflow from major investment activities, the realization method of expected income and the payback period, and explain the influence of relevant investment on the debt repayment ability of the bond issuer in this period.
Article 24 During the reporting period, if the net cash flow generated by the issuer's fund-raising activities continues to be negative or fluctuates greatly, or the fund-raising channels undergo major changes, the changes, reasons for the changes and their impact on the solvency shall be disclosed.
Article 26 During the reporting period, if the issuer's net profit relies heavily on the proceeds from the disposal of large assets, especially if it fails to meet the issuance conditions after deducting the proceeds from the disposal, or if its profit relies heavily on the non-recurring gains and losses such as the investment income in the secondary stock market and the appreciation of investment real estate, it shall fully disclose the specific matters that form the non-recurring gains and losses and their impact on the stability of profitability.
If the issuer's profitability lacks sustainability and significantly affects its solvency, the scale of this corporate bond application should be carefully determined in light of relevant circumstances, and the raised funds should be used to repay existing corporate bonds in principle.
Chapter four? Issuer under specific circumstances
Article 28 If the operating results of an investment holding issuer mainly come from subsidiaries, the influence of the investment holding structure on the issuer's solvency shall be disclosed in combination with the limited assets of the parent company, capital lending, interest-bearing liabilities, control over the core subsidiaries, equity pledge, dividend policy of subsidiaries, and actual dividends during the reporting period. Where the main assets and business of an investment holding issuer are concentrated in a subordinate listed company, the financial statements, main financial indicators, important statement items and their changes after excluding the listed company shall be disclosed.
If the single asset quality of the issuer's parent company is low, its profitability is weak, and its interest-bearing debt burden is heavy, the scale of corporate bond declaration should be carefully determined, and the raised funds should be used to repay the existing corporate bonds first.
Article 29 When an issuer applies for issuing corporate bonds for the first time, it shall carefully determine the corporate bond reporting scheme in combination with its historical financing performance in the bond market.
Article 30 Where an issuer defaults on corporate bonds or other debts or delays the repayment of principal and interest during the reporting period, it shall disclose the specific circumstances, reasons, solutions and disposal of this related matter and its impact on the issuer's solvency, and carefully determine the corporate bond reporting plan.
Article 31 If the issuer's main credit rating (if any) is downgraded during the reporting period, the issuer shall, in combination with its own business model, profitability, solvency and risk factors that rating agencies are mainly concerned about, strengthen information disclosure and risk disclosure related to the downgrade, and carefully determine the corporate bond reporting plan.
Article 32 If the short-term bond balance of the issuer at the end of the recent period is significantly higher than that of comparable enterprises in the same industry, and the short-term bond balance shows a significant growth trend during the reporting period, the issuer shall fully disclose the relevant internal control system of fund operation, fund management operation mode and short-term fund dispatching emergency plan, and carefully determine the corporate bond reporting plan.
The provisions of the preceding paragraph shall not apply to securities companies and issuers that implement the optimized financing supervision of this Exchange. Short-term bonds mentioned in the preceding paragraph include all kinds of short-term bond products with a term of no more than one year (including one year).
Thirty-third local state-owned enterprises focusing on urban construction (hereinafter referred to as urban construction enterprises) shall abide by the relevant provisions on the management of local government debt when applying for issuing corporate bonds, and shall not increase local government debt. If the raised funds are used to repay the existing debts other than corporate bonds, the issuer shall disclose the details of the existing debts to be repaid, and promise that the existing debts to be repaid do not involve the hidden debts of local governments.
If the total assets of urban construction enterprises are less than 654.38+000 billion yuan or the main credit rating is lower than AA (inclusive), they should evaluate their own operation and debt repayment ability in combination with their own level, business scale, profitability, asset-liability structure and cash flow, carefully determine the corporate bond declaration plan, and take measures such as adjusting the scale of this corporate bond declaration and adjusting the use of raised funds to repay existing corporate bonds to strengthen the issuer's debt repayment guarantee ability.
Article 34 If a real estate enterprise declares to issue corporate bonds, and the issuer's asset-liability ratio is high, the net debt ratio is high, or the short-term debt coverage rate of cash after deducting the advance receipts is low, it shall, in combination with the operating conditions and financial conditions of the reporting period, refine the repayment arrangements of the bonds in this period and formulate feasible debt repayment guarantee measures.
Article 35 If the issuer has a major, unprecedented or controversial special accounting treatment, which may affect the issuance conditions of bonds in this period or have a significant impact on investment decisions, the issuer shall disclose the basis and rationality of relevant accounting treatment.
Relevant intermediaries should explain the compliance of relevant accounting treatment in combination with the specific provisions of the accounting standards for business enterprises, and issue verification opinions; If the application of accounting standards for business enterprises involves professional judgment, sufficient evidence shall be provided.
Attachment: List of Major Underwriters' Concerns
Whether the main focus of serial number audit conforms to the provisions of this guide.
(Yes/No/Not applicable)
A brief description of the relevant information
(If this situation exists)
I. Organization and corporate governance
1- 1 During the reporting period, the controlling shareholder, actual controller, directors, supervisors and senior managers of the issuer were investigated by the competent authorities, took compulsory measures or seriously lost their trust due to violations of laws and regulations. Article 7?
1-2 serious negative circumstances such as debt default of the controlling shareholder and actual controller of the issuer. Article 7?
1-3 the issuer, controlling shareholder or actual controller of the issuer has significant negative public opinion during the reporting period. Article 8?
1-4 The controlling shareholder or actual controller holds a relatively high proportion of the issuer's equity, and pledge, freezing or litigation arbitration may lead to the instability of the issuer's equity structure. Article 9?
1-5 During the reporting period, the directors and senior management of the issuer changed frequently or in a large number. Article 10?
1-6 the issuer's balance of non-operating transactions and fund borrowing at the end of the latest year exceeds 10% of the audited total assets. Article 11?
1-7 The issuer has a large external guarantee Article 12?
1-8 centralized collection and unified management of the issuer's funds Article 13?
Second, financial information disclosure.
2- 1 Article 14 of the issuer's debt structure imbalance?
2-2 During the reporting period, the structure of interest-bearing debt has undergone major changes. Article 15?
2-3 Article 16 of the Issuer's Short-term Debt?
2-4 The balance of corporate bonds within the scope of the issuer's consolidated statements is relatively large and there is pressure for centralized repayment Article 17?
2-5 Article 18 on over-financing of issuers?
2-6 The ratio of the issuer's non-current assets is significantly higher than Article 19 of comparable enterprises in the same industry?
2-7 The right of large assets at the end of the recent period is restricted Article 20?
2-8 Abnormal cash flow during the reporting period Article 21?
2-9 Lack of sustainability of cash flow from operating activities during the reporting period Article 22?
2- 10 during the reporting period, the cash outflow from investment activities was relatively large. Article 23?
2- 1 1 lack of stability in cash flow of financing activities during the reporting period Article 24?
2- 12 lack of stability in profitability during the reporting period Article 25?
2- 13 The net profit during the reporting period is more dependent on large non-recurring gains and losses. Article 26?
2- 14 the issuer is characterized by obvious abnormalities in financial indicators such as "high deposit and loan" and opaque financial information. Article 27?
Three. Issuer under specific circumstances
3- 1 The issuer is an investment holding enterprise, and its operating results mainly come from Article 28 of its subsidiary.
3-2 Article 29 When an issuer first applies for issuing corporate bonds?
3-3 During the reporting period, the issuer defaulted on corporate bonds or other debts or delayed the repayment of principal and interest Article 30?
3-4 During the reporting period, the credit rating of the issuer's main body was lowered Article 31?
3-5 The issuer's short-term bond balance accounts for a relatively high proportion and the growth rate is relatively large. Article 32?
3-6 The issuer belongs to the relevant urban construction enterprise. Article 33?
3-7 The developer belongs to a real estate enterprise, and some financial indicators have negative conditions. Article 34?
3-8 The issuer has major, unprecedented or controversial special accounting treatment, which may affect the issuance conditions of bonds in this period or have a significant impact on investment decisions.