Market participants,

The National Association of Financial Market Institutional Investors (“NAFMII”) hereby promulgates the Guidelines on Debt Financing Instruments of Overseas Non-Financial Enterprises (2020) (the “2020 Guidelines”) with a view to fully implementing the policy of the CPC Central Committee and the State Council to expand the open-up of the financial sector in an active and orderly manner and further improving the quality and level of the open-up of the debt financing instruments market. To further regulate the registration and issuances of debt financing instruments by overseas non-financial enterprises, NAFMII hereby provides the notice on the relevant matters as follows:

I. Requirements on Registration and Issuances

The 2020 Guidelines shall come into effect as of the date of publication. Overseas non-financial enterprises and intermediary institutions shall conduct the registration and offering of debt financing instruments in accordance with the 2020 Guidelines. Any NAFMII self-regulatory rule referencing to the Guidelines on Debt Financing Instruments of Overseas Non-Financial Enterprises (for Trial Implementation）shall be deemed to reference to the 2020 Guidelines or the relevant provisions thereof.

Where an overseas non-financial enterprise has submitted an application for registration of a program prior to the promulgation of the 2020 Guidelines and the registration has not been effected, such overseas enterprise may choose to apply for registration of the program in accordance with either the Guidelines on Debt Financing Instruments of Overseas Non-Financial Enterprises (for Trial Implementation) or the 2020 Guidelines.

II. Requirements on Filing During the Validity Period of Registration

During the validity period of registration, the relevant filing requirements of NAFMII for follow-on offerings by domestic non-financial enterprises shall apply, mutatis mutandis, to overseas non-financial enterprises. Overseas seasoned enterprises having registered debt financing instruments may decide whether and when to issue debt financing instruments during the validity period of registration. Overseas unseasoned enterprises may, in principle, decide whether and when to issue debt financing instruments during the validity period of registration. Nevertheless, where overseas unseasoned enterprises have completed their initial registration of public offerings of debt financing instruments within last 2 years or have not conducted any public offering of debt financing instruments, filing with NAFMII is required prior to their offering of Commercial Paper (CP), Medium-term Notes (MTN) or Perpetual Notes after 12 months of NAFMII’s acceptance of registration.

III. Miscellaneous

Matters not expressly provided for under the 2020 Guidelines shall be governed by the relevant self-regulatory rules of NAFMII.

This Notice is hereby issued.

National Association of Financial Market Institutional Investors

December 25, 2020

Chinese Version: http://www.nafmii.org.cn/ggtz/tz/202012/P020201228607673610190.pdf

(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.)