(The English version is used for reference only. Should there be any conflicts between the English version and the Chinese version, the Chinese version shall prevail.) 

Notice on Launching Pilot Program to Streamline Panda Bond Registration and Issuance Mechanism

All market members,

For the purposes of further openingup China’s bond market and promoting the sustainable development of the panda bond market, NAFMII intends to launch a pilot program to streamline the panda bond registration and issuance mechanism. The relevant matters are hereby notified as follows:

1. Expanding the issuer base for universal registration (hereinafter referred to as “DFI Registration”)

Pursuant to the Detailed Rules for the Administration of Tiered Management of Debt Financing Instruments of Overseas Non-financial Enterprises, overseas seasoned enterprises may prepare one set of registration documents covering multiple types of debt financing instruments, including super short-term commercial paper (SCP), commercial paper (CP), medium-term notes (MTN), perpetual notes (PN), asset-backed notes (ABN) and green notes (GN), and apply for DFI Registration. To further facilitate the issuance of panda bonds by overseas unseasoned enterprises, the pilot program will allow overseas unseasoned enterprises to apply for DFI Registration and set a registration amount at the time of registration.

2. Unifying form requirements for offering circulars for debt financing instruments of overseas non-financial enterprises

Pursuant to the Form Requirements for Registration Documents for Debt Financing Instruments of Overseas Non-Financial Enterprises, an overseas seasoned enterprise shall disclose information in its offering circular in accordance with the relevant requirements under the Form Requirements for Information Disclosure in Offering Circulars of Overseas Seasoned Enterprises (Form FM), and an overseas unseasoned enterprise shall disclose information in its offering circular by reference to the relevant requirements for domestic unseasoned enterprises. Considering that Form FMsuits overseas issuers better than the form requirements applicable to domestic enterprises, an overseas unseasoned enterprise may make disclosure in its offering circular in accordance with the relevant requirements of Form FMunder the pilot program.

3. Facilitating tap issuesby international development institutions and foreign governmental agencies

To meet the reasonable demands of international development institutions and foreign governmental agencies (hereinafter referred to as the “two types of institutions”) for tap issues, the pilot program will allow the two types of institutions to conduct tap issues in a manner provided by the “Issuance-related Issues”[1] released by NAFMII on September 25, 2020.

4. Introducing “Frequent Issuer Program” (hereinafter referred to as “FIP”)

Tofacilitateissuances by overseas issuers, reduce repetitive disclosure and improve the quality of disclosure, the FIP program will apply to overseas issuers on a pilot basis. FIP refers to the mechanism where an issuer may file a supplemental offering circular containing simplified disclosure under the framework of a base offering circular for its subsequent registration and bondissuances. Except for the following matters, the “Notice on Trial Implementation of Frequent Issuer Program (FIP)”[2]released by NAFMII on April 22, 2022 shall apply, mutatis mutandis, to panda bond FIPs.

1) Issuer typesunder the pilot program: overseas non-financial enterprises, international development institutions and foreign governmental agencies.

2) Requirements for preparing a base offering circular: if an issuer completes registration after four months following the end of a financial year, relevant information on the most recent financial year shall,in principle, be included in its base offering circular. If an issuer has disclosed a base offering circular and issues bonds after four months following the end of a financial year, in principle, its base offering circular shall be updated to include disclosure on the most recent financial year. During the validity period of registration, overseas unseasoned enterprises that make annual updates to the base offering circular shall report to NAFMII before its issuancefollowing the proceduresfor modification of terms, while overseas seasoned enterprises and the two types of institutions are not required to report to NAFMII.

3) Reference to disclosed information when preparing a supplemental offering circular: If an overseas issuer (and the guarantor, if any) has disclosed its semi-annual report (or quarterly report, if any) in the interbank market and the relevant financial statements and notes are translated into Chinese, it may incorporate the semi-annual report (and quarterly report, if any) by reference into the supplemental offering circular rather than preparing an updated financial disclosure in the supplemental offering circular. Disclosure of material events in Chinese in the interbank market may also be incorporated by reference into the supplemental offering circular.

5. This Notice shall take effect onAugust 1st, 2022.

NAFMII

July 26, 2022