When we issue corporate bonds, it will bring some positive effects to the company. However, we need certain costs and risks to issue bonds. So, how to calculate the cost of corporate bond issuance? What are the conditions for issuing corporate bonds? Next, Bian Xiao will introduce you to relevant legal knowledge.
1. What is the issuance cost of corporate bonds?
1, issue rate:
Paying interest on an annual basis, coupon rate is greatly influenced by the term variety, subject qualification, credit rating and credit enhancement measures. The actual issue interest rate level depends on the market situation at the time of issue.
2. Agency fee
Sponsorship fee: if the corporate bonds are sponsored, the sponsorship fee shall be paid.
Underwriting fees: underwriting fees paid by the issuer to the lead underwriter and underwriting commissions paid to all members of the underwriting syndicate.
Entrusted management fee: Corporate bonds need to employ bond trustee, which is currently required to be held by the sponsor.
Rating fee for rating companies: According to the requirements of the Credit Bureau of the People's Bank of China, rating companies are required to issue rating reports.
Law firm fees: lawyers are required to issue legal opinions.
Accounting firm fees: Since there is no need to issue a special report, there is generally no need for additional fees.
3. Other expenses
Registration custody fee: during the issuance and existence of corporate bonds, the issuer shall pay the registration custody and interest exchange fee, and the specific amount shall be determined according to the issuance scale, which shall be collected by CSI.
Issuance promotion fee: The issuance promotion fee includes preliminary inquiry and roadshow promotion fee, which varies according to the scope and scale of roadshows. The general IPO promotion fee is1-3 million yuan, but considering the small scope and scale of the bond roadshow, the fee will be relatively low, about 500,000 yuan (some bonds are not roadshowed, so this fee is zero).
Information disclosure: including publishing the summary of the prospectus and the issuance announcement, online roadshow announcement, interest rate determination announcement, listing announcement and other expenses.
Publicity expenses (optional): including the expenses of issuing ceremony and listing ceremony; Souvenir expenses; A five-year bond, excluding interest, agency fees and other expenses, increases the annual financing cost by about 0.3-0.4%.
Two. Conditions for issuing corporate bonds
According to the provisions of the Securities Law, a company issuing bonds shall meet the following conditions:
(1) The net assets of a joint stock limited company shall not be less than RMB 30 million, and the net assets of a limited liability company shall not be less than RMB 60 million. Net assets refer to the owners' equity and shareholders' equity of the company. To issue corporate bonds, a joint-stock company shall have a net asset of not less than 30 million yuan. In this way, the assets of the company issuing bonds are relatively large, thus ensuring that it has sufficient repayment ability after issuing corporate bonds. Unlike joint-stock companies, limited liability companies are closed, and the public can't know their specific situation, so it is difficult to supervise their business. In order to protect the rights and interests of investors and reduce the risk of issuing bonds, it is stipulated that the net assets of a limited liability company shall not be less than RMB 60 million.
(2) The total amount of accumulated bonds shall not exceed 40% of the company's net assets. The total amount of accumulated bonds refers to the sum of all outstanding rights issued since the establishment of the company. When a company accumulates a lot of bonds, it has more debts. If it issues corporate bonds again, it will easily become insolvent and damage the interests of investors. Companies that issue corporate bonds are required not to exceed 40% of the company's net assets, so that the creditor's rights of the public who buy corporate bonds can be guaranteed.
(3) The average distributable profit in the last three years is enough to pay the interest of corporate bonds for one year. The distributable profit refers to the residual profit of the company after paying various taxes, making up losses according to law, and withdrawing the provident fund and statutory public welfare fund. If all the distributable profits of the company in the first three years of issuing corporate bonds are enough to pay the average interest of corporate bonds for one year, then the company can pay the agreed interest to bondholders according to the agreed time limit without delaying the interest payment, thus protecting the interests of investors.
(4) The investment of raised funds conforms to the national industrial policy. The investment of funds raised by the company conforms to the national industrial policy. It is beneficial to the overall development of the national economy to make the company's funds flow to industries that the country urgently needs or needs to develop vigorously.
(5) The bond interest rate shall not exceed the interest rate level stipulated by the State Council. When a company issues bonds, the higher the bond interest rate, the more debts it has to repay. If the interest rate of corporate bonds is too high, it may be too much to pay off debts, which will harm the interests of creditors. Therefore, the interest rate of bonds issued by the company shall not exceed the interest rate level stipulated by the State Council. According to 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 residents' savings deposits in the same period.
(six) other conditions stipulated by the State Council. The State Council can set other conditions according to the economic development. Once stipulated in the State Council, companies must meet these regulations before issuing corporate bonds.
Article 10 of the Securities Law
The public offering of securities must meet the conditions stipulated by laws and administrative regulations, and be reported to the securities regulatory agency of the State Council or the department authorized by the State Council for approval according to law; No unit or individual may publicly issue securities without approval according to law. In any of the following circumstances, it is a public offering of shares:
(1) Issuing securities to unspecified objects;
(2) More than 200 people have issued securities to specific objects;
(3) Other issuance acts as stipulated by laws and administrative regulations.
Non-public issuance of securities shall not be carried out by advertising, public persuasion or disguised publicity.
Regarding the cost of issuing corporate bonds, when we issue them, the costs mainly include the issuance interest rate, agency fees and other related expenses. In addition, there are certain conditions when issuing, and we need to meet the relevant conditions. The bond interest rate shall not exceed the interest rate level stipulated by the State Council before issuance.